Vininder Singh
About Vininder Singh
Founder and CEO of BullFrog AI Holdings since 2017; age 56; Chairman of the Board. Prior experience includes founding and building life sciences companies (Next Healthcare, MaxCyte) and leadership roles at GlobalStem and Thermo Fisher Scientific; education: B.S. Electrical Engineering (Rutgers), M.S. Biomedical Engineering (RPI), MBA (Johns Hopkins) . No proxy disclosure of TSR, revenue or EBITDA performance metrics tied to his tenure; annual bonus metrics are set by the Board but specific KPIs are not disclosed .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Next Healthcare Inc. | Founder/Operator | — (not disclosed) | Personalized diagnostics and adult cell banking venture; startup company-building |
| MaxCyte, Inc. | Founder/Operator | — (not disclosed) | Cell therapy company; startup company-building |
| GlobalStem Inc. | Executive | — (not disclosed) | Leadership in life science operations |
| Thermo Fisher Scientific | Executive, led global cell therapy services | — (not disclosed) | Built and led cell therapy services business |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships/disclosures for Singh in 2025 proxy/10‑K . |
Board Service & Governance
- Board roles and independence: Singh serves as Chairman; three independent directors (Elsey, Enright, Hanson). Committees: Audit (Chair: Elsey), Compensation (Chair: Enright), Nominating & Corporate Governance (Chair: Hanson) .
- Attendance: Board met 5x in FY2024; Audit 5x; Compensation 4x; Nominating 4x; each director attended all meetings of the Board and their committees .
- Dual-role implications: The Board combines CEO and Chair roles (Singh) and states this is currently in stockholders’ best interests; no Lead Independent Director disclosed .
Fixed Compensation
| Item | FY2023 | FY2024 |
|---|---|---|
| Base salary | $707,666 (included $380,000 current year salary and payment of prior deferred salary) | $400,000 |
| Target annual bonus | Min 20% of base; max up to 100% (per employment agreement, 2022–2025) | Min 20% of base; max up to 100% |
| Actual annual bonus paid | $0 | $0 |
Performance Compensation
- Equity awards (summary):
- 2024 grant: Stock options to purchase 79,000 shares total (26,860 exercisable, 52,140 unexercisable as of 12/31/2024), exercise price $3.89, expiration 1/18/2034 .
- 2024 stock awards (fair value): $230,680 .
- 2025 refresh equity program: One-time awards with 33% stock (immediate vest) and 67% RSUs vesting 50% on 9/1/2026 and 50% on 9/1/2027; forfeiture restrictions lapse on change in control or a significant financing; aggregate 267,842 shares across all participants if fully vested (individual allocation not disclosed) .
| Equity detail | Grant/Plan terms | Vesting | Size/Price | Expiration |
|---|---|---|---|---|
| Stock options | 2024 CEO grant | Not fully specified; 26,860 exercisable, 52,140 unexercisable at 12/31/2024 | $3.89 per share | 1/18/2034 |
| 2025 refresh grant (structure) | 33% stock (immediate), 67% RSUs; CIC or significant financing accelerates | 33% immediate; 67% RSUs: 50% 9/1/2026; 50% 9/1/2027 | 267,842 shares aggregate across awardees if fully vested (individual not disclosed) | — |
Performance bonus metrics table (company disclosure)
| Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Annual bonus KPIs | — | Set by Board per employment agreement | Not disclosed | $0 paid in 2023–2024 | Specific KPIs/weightings not disclosed |
Change-in-control (CIC) treatment under plan:
- Company’s 2022 Equity Incentive Plan: upon CIC, outstanding options and SARs become immediately exercisable; RSUs/restricted stock restrictions lapse; performance awards are deemed achieved at 100% of target; Committee may cash-out or cancel underwater options .
Equity Ownership & Alignment
| As-of date | Common shares beneficially owned | % of class | Options exercisable within 60 days |
|---|---|---|---|
| Jul 29, 2025 | 2,370,376 (2,292,446 common + 77,930 options) | 23.33% | 77,930 |
| Aug 29, 2025 | 2,445,376 (2,367,446 common + 77,930 options) | 23.68% | 77,930 |
Alignment safeguards and potential pressure:
- Hedging and pledging: Company policy prohibits hedging transactions and pledging of company securities; short sales prohibited . Blackout periods and pre‑clearance apply to officers/directors .
- Ownership guidelines: Not disclosed in proxy/10‑K .
- Potential selling pressure: 2025 refresh RSUs vest in 2026/2027 and may accelerate on CIC/financing .
Employment Terms
- Agreement: Employment agreement dated May 16, 2022; base salary $400,000 (biannual reviews); eligible for annual bonus (min 20% target, max 100% based on target achievement); eligible for equity awards .
- Severance: If terminated without cause, payment of $400,000; no separate CIC cash severance disclosed .
- Change-in-control equity: Under the equity plan, full vesting acceleration as described above; Committee may cash-out awards .
- Clawback: Board adopted a clawback policy effective Dec 1, 2023, compliant with Nasdaq Rule 10D‑1, enabling recovery of incentive-based compensation upon material restatement .
- Indemnification: Company provides director/officer indemnification and expense advancement to fullest extent under Nevada law (see 10‑K Exhibit 10.14) .
- Non-compete/non-solicit: Not disclosed in filings reviewed .
Director Compensation (context for dual-role)
| Director | 2024 Cash fees | 2024 Option awards (grant-date FV) | Total |
|---|---|---|---|
| Vininder Singh (CEO/Chair) | $0 | $0 | $0 |
| R. Donald Elsey | $45,000 | $34,050 | $79,050 |
| William Enright | $45,000 | $34,050 | $79,050 |
| Jason D. Hanson | $45,000 | $34,050 | $79,050 |
Related Party Transactions and Governance Risks
- Related party transactions: Company states none since Jan 1, 2024 above disclosure thresholds . Historically, a 2021 SAFE with Tivoli Trust (now an ~8% holder) existed ; Tivoli beneficial ownership ~8.15%–8.27% in 2025 tables .
- Listing/compliance: Nasdaq notice (Aug 21, 2025) for stockholders’ equity below $2.5M; company has 45 days to submit plan and may receive up to 180 days to regain compliance .
- Capital/dilution levers: Special meeting proposals (Sept 26, 2025) for (i) up to $10M equity line with Lincoln Park (requires potential issuance ≥20% of shares), (ii) reverse split 1:2 to 1:15, (iii) increase shares for the 2022 Equity Plan by 750,000 (pre-split) .
Compensation Structure Analysis
- Mix and trends: 2024 CEO pay comprised base salary ($400k) and stock awards ($230.7k); no cash bonus—skews toward fixed plus equity vs. variable cash . Year-over-year, cash vs. equity mix shifted toward equity in 2024 with stock awards granted and no bonus paid .
- Equity design: Options at $3.89 strike (2024) align value with share price appreciation; 2025 refresh awards use time-based RSUs (lower risk vs. options) and immediate stock, signaling near-term retention focus amid underwater options .
- Performance linkage: Employment agreement references goal-based bonuses, but specific metrics, weights, and results are not disclosed (limits pay‑for‑performance transparency) .
- Plan governance: No repricing of options without shareholder approval; CIC acceleration to 100% target for performance awards; clawback in place .
Investment Implications
- Alignment: Singh’s ~24% ownership tightly aligns incentives but concentrates control and reduces float; hedging/pledging prohibitions mitigate misalignment risk .
- Retention/selling pressure: Time‑based RSUs vesting in 2026/2027 and possible acceleration on financing/CIC could create pockets of supply overhang; blackout/pre‑clearance policies partially manage trading optics .
- Governance/dilution risk: Active proposals for a reverse split, equity plan increase, and a $10M Lincoln Park facility point to capital needs and potential dilution if executed; Nasdaq equity deficiency adds urgency to financing actions .
- Pay-for-performance visibility: Lack of disclosed bonus metrics and outcomes reduces transparency; equity remains primary at-risk lever via options and RSUs, with standard CIC acceleration and clawback safeguards .