Josh Blacher
About Josh Blacher
Josh Blacher is Chief Financial Officer (principal financial and accounting officer) of BullFrog AI Holdings (BFRG) since December 12, 2024, and also serves as Corporate Secretary; he is age 53 as of the August 2025 proxy, with a BA from Yeshiva University and an MBA from Columbia Business School . He joined via a consulting arrangement with Danforth Advisors and previously held senior finance roles across life sciences, including CFO (consultant) roles at Predictive Oncology, Rampart Bioscience, and Excision BioTherapeutics; earlier roles included CBO at InMed Pharmaceuticals and CFO posts at Therapix Biosciences and Galmed Pharmaceuticals . Company context during his tenure includes ongoing going‑concern risk and limited revenues; see the performance snapshot below (values retrieved from S&P Global)* .
Company performance snapshot (FY)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue (USD) | $65,000* | —* |
| EBITDA (USD) | -$5,365,799* | -$7,234,659* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| InMed Pharmaceuticals (Nasdaq: INM) | Chief Business Officer | Apr 2018 – Aug 2019 | Corporate development leadership in biotech; capital markets and deal-making emphasis . |
| Therapix Biosciences (Nasdaq: TRPX) | Chief Financial Officer | Apr 2017 – Apr 2018 | Public-company finance leadership in life sciences . |
| Galmed Pharmaceuticals (Nasdaq: GLMD) | Chief Financial Officer | Oct 2014 – Mar 2017 | Public-company CFO (biotech) . |
| Teva, Deutsche Asset Management, Morgan Stanley | Senior roles (finance) | Earlier career | Global pharma/finance experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Danforth Advisors | Employee (CFO consultant) | Sep 2022 – present | Provides outsourced CFO services; route through which he serves BFRG . |
| Predictive Oncology | Chief Financial Officer (consultant) | Sep 2023 – present | Danforth engagement . |
| Rampart Bioscience; Excision BioTherapeutics | CFO (consultant) | 2023–2025 | Danforth engagements . |
| Columbus Circle Capital LLC | Managing Partner | Aug 2019 – present | Advisory/finance leadership . |
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Base salary | $10,631 | — | Reported 2024 compensation (partial year, appointed Dec 12, 2024) . |
| Target bonus % | — | — | No target/payout disclosed for Blacher . |
| Bonus paid | — | — | None disclosed for Blacher . |
| Consulting rate (to Danforth) | $525/hour | $525/hour (subject to up to 5% annual increase Jan 1) | Billed to BFRG; Blacher receives no compensation directly from the Company . |
Blacher provides services as an independent contractor via a Master Services Agreement with Danforth; the agreement is terminable by either party without cause on 30 days’ notice or with cause on 10 days’ notice .
Performance Compensation
Equity awards and vesting
| Award type | Grant/Approval date | Grantee-specific shares | Vesting schedule | Change-in-control/financing treatment |
|---|---|---|---|---|
| One-time stock + RSU “refresh” awards (2025) | Aug 21, 2025 (Board approval) | 10,050 shares granted to Blacher during 2025 under the Plan | 33% immediate stock award; 67% as RSUs vesting 50% on Sep 1, 2026 and 50% on Sep 1, 2027 | RSU forfeiture restrictions lapse upon change in control or a significant financing . |
Notes:
- The Company disclosed total 2025 awards to NEOs, including 10,050 shares for the CFO; the 8‑K describes the structure and vesting for the one‑time awards (underwater options context) .
No performance metrics (revenue/EBITDA/TSR) or weightings were disclosed for Blacher’s incentive pay; no option awards to Blacher were disclosed in 2024–2025 proxy excerpts .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 4,950 common shares; 0 options exercisable within 60 days (as of Aug 29, 2025); <1% of outstanding shares . |
| Shares outstanding base | 10,249,805 common shares outstanding as of Aug 29, 2025 (pre-reverse-split) . |
| Initial Form 3 (on appointment) | Reported no securities beneficially owned as of Dec 12, 2024 (filed Dec 17, 2024) . |
| Hedging/short sales policy | Insider policy prohibits short sales and hedging transactions; blackout periods apply around quarter-ends . |
| Stock ownership guidelines | Not disclosed in reviewed filings . |
| Pledging | No pledging policy disclosure identified; no pledging reported in reviewed sections; hedging/short selling prohibited . |
Equity plan dilution metrics (context)
| Metric | FY 2023 | FY 2024 | FY 2025 (YTD) |
|---|---|---|---|
| Burn rate | 7.58% | 4.75% | 7.34% |
| Overhang | 8.79% | 8.92% | 10.66% |
| Source |
Equity plan capacity change (2025): Share reserve increased by 750,000 shares (pre-reverse-split) upon stockholder approval on Oct 22, 2025; evergreen provision retained .
Employment Terms
| Term | Summary |
|---|---|
| Engagement type | Independent contractor via Master Services Agreement (MSA) with Danforth Advisors (effective Dec 13, 2024) . |
| Compensation flow | Company pays Danforth for CFO services at $525/hour; Blacher receives no compensation directly from the Company . |
| Termination | Either party may terminate without cause on 30 days’ notice; with cause on 10 days’ notice; immediate for insolvency; Delaware law governs . |
| Non-solicit (Danforth personnel) | Company agrees not to solicit/hire Danforth personnel for two years post-engagement; liquidated damages apply (for Danforth personnel) . |
| Officer/Secretary role | Blacher also serves as Secretary of the Company (in addition to CFO) . |
| Clawback | Company adopted a Dodd‑Frank/Nasdaq-compliant clawback policy effective Dec 1, 2023; applies to incentive-based compensation of executive officers, including CFO . |
| Indemnification | CFO to enter standard indemnification agreement for directors and executive officers . |
Investment Implications
- Compensation alignment and cash burn: Paying the CFO via Danforth at $525/hour avoids fixed salary and bonus obligations but can scale with activity; with negative EBITDA and going‑concern language, this structure preserves flexibility while potentially increasing cash costs during financings or transactions .
- Potential selling pressure from equity refresh: One‑time 2025 refresh awards vest 33% immediately and 67% via RSUs in 2026/2027, with forfeiture lapsing on change of control or significant financing—this structure can create near‑term and 12–24 month liquidity events for awardees if trading windows permit .
- Limited insider ownership: Blacher’s direct stake is small (4,950 shares; <1%), with no options exercisable—equity refresh helps alignment but dilution and low insider stakes may limit long‑term “skin in the game” signaling .
- Dilution and plan capacity: Share reserve expansion (+750,000 shares pre‑split) and elevated overhang (10.66% YTD 2025) highlight continued equity usage, relevant for both incentive retention and potential shareholder dilution in capital-raising .
- Governance and risk controls: Prohibitions on short sales/hedging and a Dodd‑Frank‑compliant clawback mitigate misalignment risks; quarterly blackout periods reduce opportunistic trading risk .
- Listing risk and financing cadence: Nasdaq stockholders’ equity deficiency notice (Aug 21, 2025) underscores urgency around balance‑sheet actions—CFO execution on financings and cost controls is critical to regain compliance and sustain operations .
Sources
- Executive biography, age and roles: DEF 14A (Aug 8, 2025) ; 10‑K FY2024 (Mar 14, 2025) ; 8‑K CFO appointment (Dec 17, 2024) .
- Compensation table and consulting terms: DEF 14A (Aug 8, 2025) ; 8‑K + MSA (Dec 17, 2024) .
- Equity awards and vesting: 8‑K (Aug 27, 2025) ; DEF 14A (Sep 26, 2025) .
- Ownership: DEF 14A (Sep 26, 2025) ; S‑1 (Oct 10, 2025) ; Form 3 (Dec 17, 2024) .
- Policies/governance: 10‑K FY2024 insider trading policy and blackout ; clawback policy .
- Secretary role: 8‑K Exhibit 3.1 (Sep 23, 2025) .
- Plan amendment and overhang/burn rate: 8‑K (Oct 24, 2025) ; DEF 14A (Sep 26, 2025) .
- Going concern and performance: 10‑K FY2024 (Mar 14, 2025) .
- Company performance table: Values retrieved from S&P Global.*