R. Donald Elsey
About R. Donald Elsey
R. Donald Elsey (age 72) has served on Bullfrog AI Holdings’ board since February 14, 2023, and is the Chair of the Audit Committee; he also serves on the Compensation and Nominating & Corporate Governance Committees. He is a former CFO at Lyra Therapeutics (2019–Dec 2020), Senseonics (2015–2019), Regado Biosciences (2014–2015), and LifeCell Corporation (2012–2014), holds a B.A. in economics and an M.B.A. in finance from Michigan State University, and is designated an “audit committee financial expert.” The board has determined he is independent under Nasdaq Listing Rule 5605(a)(2) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lyra Therapeutics | Chief Financial Officer | 2019–Dec 2020 | Senior finance leadership |
| Senseonics, Inc. | Chief Financial Officer | Feb 2015–Feb 2019 | Senior finance leadership |
| Regado Biosciences, Inc. | Chief Financial Officer | May 2014–Feb 2015 | Senior finance leadership |
| LifeCell Corporation (privately held) | Chief Financial Officer | Dec 2012–Feb 2014 | Senior finance leadership |
| OpGen, Inc. | Director; Audit Committee Chair (previously) | Prior service (dates not specified) | Led audit oversight as chair |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| OpGen, Inc. | Director; Audit Committee Chair | Prior (not current) | Previously served; provides external public company governance experience |
Board Governance
- Committee assignments: Audit (Chair), Compensation (Member), Nominating & Corporate Governance (Member) .
- Independence: Board determined Elsey is independent under Nasdaq rules; all three non-employee directors are independent .
- Financial expertise: Each Audit Committee member (including Elsey) meets financial literacy and qualifies as an SEC “financial expert” .
- Attendance: In FY2024, Board met 5x; Audit 5x; Compensation 4x; Nominating 4x; each director attended all meetings of the Board and committees on which they served (100% attendance) .
| FY2024 Meeting Type | Meetings Held | Elsey Attendance |
|---|---|---|
| Board of Directors | 5 | 100% |
| Audit Committee | 5 | 100% |
| Compensation Committee | 4 | 100% |
| Nominating & Corporate Governance Committee | 4 | 100% |
Governance documents: Audit/Compensation/Nominating charters are available on the company site .
Fixed Compensation
| Year | Cash Fees (Director + Chair) | Notes |
|---|---|---|
| 2023 | $39,375 | Cash fees for director and committee chair service |
| 2024 | $45,000 | Cash fees for director and committee chair service |
- The board believes directors should own equity to align interests, but no formal ownership guidelines are disclosed .
Performance Compensation
| Year | Option Awards (Grant-Date Value) | Number of Options | Vesting/Terms | Performance Metrics |
|---|---|---|---|---|
| 2023 | $197,200 | Not disclosed (director-level) | 2022 Plan governs; no repricing without shareholder approval | None disclosed for directors |
| 2024 | $34,050 | 15,000 granted on Sep 26, 2024 (Form 4 filed late; reported on Form 5) | Company-wide outstanding options: 821,412; WAE price $3.63; WAM term 8.6 years (plan-level disclosure) | None disclosed for directors |
Plan features relevant to director equity:
- No option repricing without stockholder approval .
- Clawback: the company adopted a clawback policy applicable to executive officers on Dec 1, 2023 (Exchange Act Rule 10D-1); the equity plan permits recoupment as needed to comply with federal securities laws .
- Change-in-control: outstanding options/RSUs accelerate; performance awards deemed at 100% target unless award agreements provide otherwise .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | Previously served on OpGen, Inc. as Director and Audit Chair |
| Compensation committee interlocks | None involving Elsey; committee comprised of independent directors; no cross-directorship interlocks with executives at other firms |
Expertise & Qualifications
- CFO experience across multiple medtech/biotech companies (Lyra, Senseonics, Regado, LifeCell); deep finance and audit oversight .
- Designated audit committee financial expert; meets Nasdaq financial sophistication standards .
- Education: B.A. economics; M.B.A. finance (Michigan State University) .
Equity Ownership
| As-of Date | Total Beneficial Ownership (Shares) | Common Shares | Options Exercisable (≤60 days) | % of Class |
|---|---|---|---|---|
| Jul 29, 2024 | 27,776 | 0 | 27,776 | <1% |
| Jul 29, 2025 | 55,000 | 0 | 55,000 | <1% |
| Aug 29, 2025 | 57,813 | 2,813 | 55,000 | <1% |
- No pledging/hedging disclosures specific to Elsey; none disclosed in proxies .
- Director ownership guidelines: Board “desirable” equity ownership; no formal multiples or compliance tracking disclosed .
Insider Trades
| Date | Filing | Security/Action | Notes |
|---|---|---|---|
| Sep 26, 2024 | Form 4 (not timely) | Grant of 15,000 stock options | Reported later on Form 5 filed Feb 11, 2025 |
| Feb 11, 2025 | Form 5 | Reporting of prior option grant | Cure of late Form 4 reporting for Sep 26, 2024 grant |
Governance Assessment
- Strengths: Independent director with deep CFO/audit credentials; Audit Chair; 100% attendance; strong committee coverage across audit, compensation, and nominating; committee charters in place; board-level clawback policy; plan prohibits option repricing without shareholder approval .
- Alignment: Holds vested options; added common share ownership by Aug 2025; board encourages equity ownership (though no formal guideline) .
- Pay structure: Mix of modest cash retainers and equity; notable reduction in equity grant value from 2023 ($197,200) to 2024 ($34,050), indicating less dilution risk and potentially tighter equity budgeting; cash fees increased modestly ($39,375 → $45,000) .
- Conflicts/related party: No related-party transactions involving Elsey disclosed; compensation committee interlocks absent; broader related-party items (e.g., Tivoli Trust) are not tied to Elsey .
- Red flags: Administrative lapse—late Form 4 filing for Sep 26, 2024 option grant (cured via Form 5); minor but relevant to controls over insider reporting. No legal proceedings disclosed; no pledging/hedging noted .
Overall, Elsey’s profile supports investor confidence in financial oversight and audit quality, with strong independence and attendance, balanced director pay, and limited conflict exposure; monitor insider reporting controls and future equity award sizing to ensure dilution discipline persists .