Jason D. Hanson
About Jason D. Hanson
Jason D. Hanson (age 56) is an independent director of Bullfrog AI Holdings, Inc. (BFRG) serving since February 14, 2023. He chairs the Nominating & Corporate Governance Committee and sits on both the Audit Committee and Compensation Committee; the Board determined he is independent under Nasdaq Listing Rule 5605(a)(2) and meets audit committee financial literacy/“financial expert” standards. He holds a B.S. from Cornell University and a J.D. from Duke University School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| enGene Inc. (Nasdaq) | Chief Executive Officer; Director | Jul 2018 – Jul 2024 | Led strategic relaunch to clinical-stage gene therapy oncology and Nasdaq listing; implemented new scientific/technical vision . |
| Ohana Biosciences | President & CEO; Director; Consultant | Aug 2016 – Nov 2017 (CEO/Director); Nov 2017 – Jun 2018 (Consultant) | Leadership of early-stage biotech platform . |
| NuVasive, Inc. | EVP & Chief Strategy Officer | Nov 2015 – Aug 2016 | Senior operating strategy for medical device company . |
| GE (GE Healthcare) | Corporate Vice President; Senior executive team | May 2014 – Oct 2015 | Senior leadership across pharma, devices, and services . |
| Valeant Pharmaceuticals (now Bausch Health) | Company Group Chairman & EVP | 2013 | Senior group leadership in pharma . |
| Medicis Pharmaceutical | EVP & COO | Jul 2006 – Dec 2012 | Senior operating leadership prior to Valeant transaction . |
| GE Healthcare | Various roles incl. General Counsel | Apr 1999 – Jul 2006 | Legal and operational leadership . |
External Roles
| Company/Institution | Role | Status/Timing | Notes |
|---|---|---|---|
| enGene Inc. (Nasdaq) | CEO; Director | Past (ended Jul 2024) | Public-company leadership; transitioned out in 2024 . |
| Ohana Biosciences | CEO; Director; Consultant | Past | Private biotech leadership . |
| NuVasive, GE Healthcare, Valeant/Bausch, Medicis | Senior executive roles | Past | Operating and corporate leadership across medtech/pharma . |
Board Governance
- Committee assignments: Audit (member), Compensation (member), Nominating & Corporate Governance (Chair). Audit members (including Hanson) are financially literate, qualify as “financial experts,” and meet Rule 10A‑3 independence standards .
- Independence: Board determined Hanson is “independent” under Nasdaq Listing Rule 5605(a)(2) .
- Attendance and engagement:
- FY 2023: Board met 4x; Audit 4x; Compensation did not meet; Nominating & Corporate Governance did not meet; each director attended all Board/committee meetings held for their service .
- FY 2024: Board met 5x; Audit 5x; Compensation 4x; Nominating & Corporate Governance 4x; each director attended all Board/committee meetings held for their service .
| Body | FY 2023 Meetings | FY 2024 Meetings |
|---|---|---|
| Board of Directors | 4 | 5 |
| Audit Committee | 4 | 5 |
| Compensation Committee | 0 | 4 |
| Nominating & Corporate Governance Committee | 0 | 4 |
- Board leadership structure: CEO also serves as Chair; Board believes combined roles are currently beneficial; Nominating & Corporate Governance oversees governance practices .
- Risk oversight and controls: Audit Committee oversees financial reporting, internal controls, auditor performance/independence, compliance, and cybersecurity risk. Board adopted an executive incentive compensation clawback policy effective December 1, 2023 .
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Director cash fees (retainer/committee) | $39,375 | $45,000 |
Performance Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Option awards (grant-date value) | $197,200 | $34,050 |
- Notable grant/filing: Hanson was granted 15,000 stock options on September 26, 2024; Form 4 was not timely filed and reported via Form 5 on February 11, 2025 .
- Equity plan context: 2022 Equity Incentive Plan governs director options; exercise price ≥ fair market value at grant; Compensation Committee sets terms. Remaining shares available for grant at 12/31/2024: 150,682 under approved plans .
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Compensation Committee Interlocks | During FY 2023 and FY 2024, committee members (Enright, Elsey, Hanson) were not officers/employees, had no material related-party transactions >$120,000, and no cross-committee interlocks with other issuers’ executives/committees . |
| Related-party transactions | Company states no transactions requiring disclosure among directors/executives/affiliates beyond those discussed; none noted for Hanson . |
Expertise & Qualifications
| Attribute | Details |
|---|---|
| Education | B.S., Cornell University; J.D., Duke University School of Law . |
| Industry/functional expertise | Senior operating roles in biotech, medtech, pharma; governance and legal experience (General Counsel roles) . |
| Audit/financial | Audit Committee member; Board deems audit members financially literate and “financial experts” . |
| Governance | Chair, Nominating & Corporate Governance Committee; leads annual board self-assessment and governance guidelines review . |
Equity Ownership
| Metric | Mar 27, 2024 | Jul 29, 2024 | Aug 29, 2025 |
|---|---|---|---|
| Beneficial ownership (shares/options total) | 23,332 | 27,776 | 57,813 |
| Composition (shares) | — | — | 2,813 |
| Composition (exercisable options within 60 days) | 23,332 | — | 55,000 |
| Ownership % of common | <1% | <1% | <1% |
- Group context: All officers/directors (5 persons) owned 33.90% as of July 29, 2024; Tivoli Trust held 10.40% then, and 8.15% as of August 29, 2025 with preferred/warrant holdings noted .
Insider Trades
| Date | Security | Action/Disclosure | Notes |
|---|---|---|---|
| Sep 26, 2024 | Stock options | Grant of 15,000 options; Form 4 not timely; reported on Form 5 on Feb 11, 2025 | Company indicates late Section 16(a) filing for Hanson (and two other directors) related to option grants . |
Shareholder Voting Signal (Director Election)
| Director | FOR | AGAINST | ABSTAIN | Broker Non‑Vote |
|---|---|---|---|---|
| Jason D. Hanson | 2,910,395 | — | 30,814 | 2,006,685 |
- Quorum: 4,947,894 shares represented (63.02% of entitled); all director nominees received sufficient votes and were elected .
Governance Assessment
- Independence and expertise: Hanson is independent under Nasdaq rules; serves on all three key committees and Audit qualifications meet SEC/Nasdaq “financial expert” expectations—supports board effectiveness .
- Committee leadership and engagement: Chairs Nominating & Corporate Governance; full attendance across Board/committee meetings in FY 2023 and FY 2024 demonstrates engagement .
- Compensation mix trend: Cash fees rose from $39,375 (2023) to $45,000 (2024) while option award value dropped from $197,200 to $34,050—indicating reduced equity grant valuation year‑over‑year .
- Ownership alignment: Beneficially holds options and some common shares; position remains <1% of outstanding—skin‑in‑the‑game present but not a controlling stake .
- Governance controls: Board adopted an executive incentive compensation clawback policy effective Dec 1, 2023; Audit oversees cybersecurity risk—positive governance infrastructure .
- Investor support: Strong vote counts for re‑election (no “against” votes reported; abstains minimal) signal investor confidence in the director slate .
- RED FLAGS:
- Section 16 compliance lapse: Late Form 4 filing on Sep 26, 2024 option grant (later cured via Form 5) .
- Combined CEO/Chair roles: Potential governance risk concentration; Board asserts current benefits, but investors often prefer separation .