Jeffrey Frelick
About Jeffrey Frelick
Jeffrey Frelick, age 59, is President and CEO of Bone Biologics (BBLG). He joined in 2015 as COO and became CEO in June 2019; he brings 35+ years across med-tech operations and sell-side analysis (Canaccord Genuity, ThinkEquity, Lazard), plus roles at Boston Biomedical Consultants, Becton Dickinson, and early lab technologist experience; he holds a BS in Biology (University of Pittsburgh) and an MBA from Suffolk University’s Sawyer Business School . BBLG is pre-revenue and reports continued net losses; pay-versus-performance disclosures show a decline in TSR and negative net income, with compensation linked to clinical, BD, and capital-raising milestones rather than TSR or net income .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bone Biologics (BBLG) | Chief Operating Officer | 2015–2019 | Built operating cadence pre- and post-Nasdaq uplisting; prepared for clinical program execution |
| Canaccord Genuity; ThinkEquity; Lazard | Sell-side Med-Tech Analyst | 15 years (aggregate) | Capital markets expertise; sector coverage and investor communications experience |
| Boston Biomedical Consultants | Strategic Planning/Market Research/Due Diligence | Not disclosed | Supported diagnostic company strategy and diligence |
| Becton Dickinson | Sales and Sales Management | Not disclosed | Commercial discipline in medical devices |
| Clinical Pathology Facility | Laboratory Technologist | Not disclosed | Technical grounding in clinical lab workflows |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in management biography section | — | — | No external public company board roles disclosed in reviewed filings |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $300,000 | $300,000 |
| Target Bonus (% of Salary) | 50% | 50% |
| Employment Agreement Status | CEO; at-will under letter agreement (pre-amendments) | Amended & restated letter agreement effective Jan 1, 2024; auto-renews annually unless non-renewal notice by July 9 |
Performance Compensation
| Year | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2023 | Clinical development objectives; business development; capital raising; investor goals | Not disclosed | Not disclosed | Met; committee-awarded | $25,000 cash and 25,000 options | Options: immediate vest; grant 25,000 @ $3.61 on Jan 17, 2024; expire Jan 17, 2026 |
| 2024 | Clinical development objectives; business development; capital raising; investor goals | Not disclosed | Not disclosed | Met; committee-awarded | $54,109 cash and 54,110 options | Options: immediate vest; grant 54,110 @ $0.9678 on Jan 15, 2025; expire Jan 15, 2027 |
| Option Grants Detail | Grant Date | Shares | Exercise Price ($) | Expiration | Vesting |
|---|---|---|---|---|---|
| Annual award tied to FY2023 performance | Jan 17, 2024 | 25,000 | 3.61 | Jan 17, 2026 | Immediate |
| Annual award tied to FY2024 performance | Jan 15, 2025 | 54,110 | 0.9678 | Jan 15, 2027 | Immediate |
Notes:
- The program emphasizes operational and capital-raising milestones over TSR or net income given pre-revenue status .
- Committee discretion applies to bonus payout sizing annually .
Equity Ownership & Alignment
| Ownership (as of Apr 11, 2025) | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Beneficial Ownership – Jeffrey Frelick | 81,480 | 2.4% (based on 3,271,042 shares) | Includes options exercisable within 60 days per footnote (3) |
| Options exercisable within 60 days | 79,329 | — | Footnote (3) indicates exercisable options counted in beneficial ownership |
| Officers & Directors as a group (6 persons) | 213,028 | 6.1% | Aggregate ownership |
| Outstanding Equity Awards at FY2024 Year-End | Exercisable Options (#) | Exercise Price ($) | Expiration |
|---|---|---|---|
| Jeffrey Frelick | 25,000 | 3.61 | Jan 17, 2026 |
| 158 | 57.60 | Jan 25, 2025 | |
| 45 | 12,300.00 | May 26, 2026 | |
| 174 | 9,540.00 | Dec 27, 2025 |
Alignment indicators:
- Stock ownership guidelines: not disclosed in reviewed filings .
- Pledging/hedging: no pledging disclosures found in reviewed sections; no hedging disclosures identified in retrieved proxy segments .
- Recent insider trading: no Form 4 transactions for Frelick found in the available catalog search (Form 3 initial statement dated Aug 2015) .
Employment Terms
| Term | Detail |
|---|---|
| Role/Tenure | Joined BBLG in 2015 (COO); CEO since June 2019 |
| Agreement | Amended & restated letter agreement dated Mar 12, 2024, effective Jan 1, 2024; auto-renews annually unless non-renewal notice by July 9 |
| Base Salary | $300,000 |
| Target Bonus | 50% of base salary; actual may be more or less based on objectives set within first 60 days of each year |
| Severance (without cause) | 12 months base salary; pro-rated annual bonus at Board’s discretion; continuation of benefits for 12 months; plus unpaid salary and expenses |
| Change-of-Control Economics | Transaction bonus 1%–2% of transaction value (size-based) if the Company is acquired |
| Equity Participation | Right to invest in each financing to prevent or mitigate dilution (maintain undiluted or partially diluted interest at his option) |
| Restrictive Covenants | Non-compete and non-solicitation; customary terms |
| Bonus Timing | Paid on or before March 15 following the performance year if earned and employed at payout |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| PEO Summary Compensation Table Total ($) | $414,715 | $376,600 | $384,897 |
| Compensation Actually Paid (PEO) ($) | $406,750 | $332,965 | $405,709 |
| TSR – Value of $100 Initial Investment | $4.12 | $0.37 | $0.08 |
| Net (Loss) ($) | $(1,484,620) | $(8,948,731) | $(4,112,420) |
Context:
- Compensation program does not use TSR or net income due to pre-revenue status; uses operational metrics including research management, IP development, budget management, and capital raising .
Governance and Say-on-Pay Notes
- The 2025 proxy proposes annual say-on-pay and invites shareholder assessment of overall executive pay practices; vote is advisory and informs Compensation Committee decisions; no historical approval percentages were disclosed in retrieved sections .
Compensation Mix and Structure Analysis
- Year-over-year cash vs equity: 2024 shows increased cash bonus and new option grant relative to 2023; both years maintain base salary at $300,000 and options linked to annual performance awards .
- Shift to RSUs vs options: awards are entirely options; no RSUs or PSUs disclosed for executives .
- Guaranteed vs at-risk pay: base salary fixed; annual bonus and options are at-risk subject to objectives set each year .
- Repricing/modification: no repricing disclosures identified in retrieved sections .
Risk Indicators & Red Flags
- Transaction bonus could create sale incentives (1%–2% of transaction value) .
- Immediate vesting of option awards may create near-term liquidity overhang potential; however, no Form 4 sale/exercise filings were found in recent records for Frelick .
- Company remains pre-revenue with negative net income; TSR deterioration indicated in pay-versus-performance table .
Equity Compensation Plan Snapshot (FY2024)
| Plan Category | Securities to be issued upon exercise (a) | Weighted avg exercise price (b) | Securities remaining available (c) |
|---|---|---|---|
| Equity plans approved by security holders | 194,484 | $42.14 | 435,005 |
| Total | 194,484 | $42.14 | 435,005 |
Investment Implications
- Alignment: Frelick’s annual incentives are tied to tangible operational milestones (clinical and capital raising), with option grants immediately vested, and meaningful beneficial ownership (2.4%) including exercisable options, supporting some alignment but with potential for near-term selling pressure due to immediate vesting .
- Retention risk: Severance at 12 months’ salary plus benefits and discretionary pro-rata bonus, auto-renewing agreement, and anti-dilution participation rights reduce near-term departure risk; restrictive covenants provide additional protection .
- M&A incentives: The 1%–2% transaction bonus is a strong change-of-control economic lever, creating clear incentives to pursue value-realizing strategic transactions; investors should monitor board processes around potential sales .
- Performance backdrop: Pre-revenue status and negative net income/declining TSR argue for careful scrutiny of pay-for-performance calibration; absence of TSR/net income in metrics is rational for R&D-stage, but tracking execution against disclosed clinical and capital-raising goals remains key .
- Trading signals: No recent Form 4 activity by Frelick was found; monitor upcoming filings for exercises or sales given immediate vesting grants in 2024/2025 and expirations in 2025–2027 .