Jason Kruger
MEDICINOVAAbout Jason Kruger
Jason Kruger, CPA (inactive), is Chief Financial Officer of MediciNova (appointed June 16, 2022). He previously founded and served as President of Signature Analytics (2008–2024, acquired by Citrin Cooperman Advisors LLC in Nov 2024), and held audit roles at Deloitte (Senior Manager, 2003–2008) and Moss Adams (Senior Accountant, 1999–2003). Kruger holds a B.S. in Business Administration (Accounting and Finance) from the University of Arizona and is age 48 in the 2025 proxy; he also served as a Named Proxy for MediciNova’s 2025 Annual Meeting . Company performance context: cumulative TSR value on a $100 investment was $50.95 (2021), $38.97 (2022), and $28.52 (2023); net losses were $10.1M (2021), $14.1M (2022), and $8.6M (2023) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MediciNova | Chief Financial Officer (Principal Financial Officer) | 2022–present | Appointed CFO via services agreement; signs SOX 302/906 certifications on 10-Qs |
| Signature Analytics | President & Founder | 2008–Nov 2024 | Built outsourced finance platform; firm acquired by Citrin Cooperman Advisors LLC |
| Deloitte & Touche LLP | Senior Manager | 2003–2008 | Led audit/assurance engagements (Big 4 background) |
| Moss Adams LLP | Senior Accountant | 1999–2003 | Audit experience at national accounting firm |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Signature Analytics | President & Founder | 2008–Nov 2024 | Acquired by Citrin Cooperman Advisors LLC (Nov 2024) |
Fixed Compensation
- CFO compensation details (base salary, target bonus, actual bonus, equity grants) are not disclosed in MediciNova’s 2024–2025 proxy NEO tables; Kruger was not a Named Executive Officer for 2024 .
- Kruger serves as CFO through a Services Agreement with Signature Analytics; MediciNova pays pre‑approved hourly rates under the agreement, which automatically renews annually after Aug 1, 2022, subject to early termination per its terms .
Performance Compensation
- Company program uses performance‑based stock options for NEOs (examples: 55% attainment for 2021 awards; 70% attainment for 2023 awards), leading to partial vesting and forfeiture of remainder. CFO‑specific metrics and awards are not disclosed .
- No disclosure of RSUs/PSUs, weighting, or CFO payout curves tied to revenue/EBITDA/TSR for Kruger in the latest proxy .
Equity Ownership & Alignment
- Beneficial ownership tables list directors and certain officers; Jason Kruger is not individually listed in the 2022 table and is not included among NEOs in the 2024–2025 proxy section. No breakdown of his direct/indirect shares, options, pledging, or hedging is disclosed .
- No stock ownership guideline compliance disclosure for Kruger found in recent proxies .
Employment Terms
- Appointment: June 16, 2022 as CFO and Principal Financial Officer, replacing Douglas Paulin; engagement through Signature Analytics services agreement .
- Services Agreement: Automatic annual renewals after Aug 1, 2022; company pays pre‑approved hourly rates; subject to earlier termination per agreement terms .
- Governance: Kruger served as a Named Proxy for MediciNova’s 2025 Annual Meeting .
- Severance/Change‑of‑Control: Company maintains severance protection agreements for NEOs (with double‑trigger change‑of‑control benefits including 2x salary+bonus and accelerated vesting), but CFO‑specific terms for Kruger as a contracted officer are not disclosed .
Company Performance (context for pay-for-performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | $0* | $1,000,000* | $0* |
| EBITDA ($) | $(14,610,942)* | $(9,879,970)* | $(12,654,254)* |
| Net Income ($) | $(14,069,083)* | $(8,571,516)* | $(11,049,549)* |
Values retrieved from S&P Global.*
Pay Versus Performance Indicators (disclosed)
| Metric | 2021 | 2022 | 2023 |
|---|---|---|---|
| TSR value of $100 investment ($) | $50.95 | $38.97 | $28.52 |
| Net Loss ($000s) | $10,134 | $14,069 | $8,572 |
Compensation Committee Analysis
- Committee composition (2025): Audit (Beaver Chair; Nagao; Lemerond), Compensation (Lemerond Chair; Beaver; Nagao), Nominating/Governance (Nagao Chair; Beaver; Lemerond) .
- Consultant: Compensia engaged by Compensation Committee to review executive pay (2022); committee meets in executive session and retains sole authority over consultant engagement .
Say‑on‑Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non‑Vote | Outcome |
|---|---|---|---|---|---|
| 2025 Advisory Vote on NEO Compensation | 21,989,458 | 8,966,300 | 927,101 | 2,325,696 | Approved |
| Frequency of Say‑on‑Pay | 1 yr: 9,747,859 | 2 yrs: 1,201,174 | 3 yrs: 12,906,546 | Abstain: 8,016,580 | 3 Years |
Risk Indicators & Red Flags
- Contracted CFO arrangement through Signature Analytics rather than a standalone employment agreement may limit disclosure of severance/change‑of‑control economics and equity alignment for Kruger .
- No disclosures of pledging/hedging, tax gross‑ups, or related‑party transactions involving Kruger in recent filings .
- Section 16 compliance: filings indicate timely reporting by officers; no Kruger‑specific Form 4s identified in the searched filings corpus. Form 4 review recommended to confirm insider activity.
Investment Implications
- Alignment/ownership: Lack of disclosed personal equity holdings, ownership guidelines, and pledging status for Kruger reduces visibility into skin‑in‑the‑game and selling pressure, particularly given the outsourced CFO engagement model .
- Incentive design: Company relies on performance‑based stock options for NEOs with partial attainment; CFO‑specific metrics are not disclosed, making pay‑for‑performance assessment for Kruger indeterminate .
- Governance quality: Active Compensation Committee with independent consultant (Compensia) and regular committee oversight; 2025 Say‑on‑Pay passed with substantial support, suggesting shareholder acceptance of overall pay programs despite limited CFO disclosure .
- Execution context: Company TSR declined across 2021–2023; financials reflect continuing net losses. Monitoring CFO‑signed SOX certifications and control disclosures indicates execution discipline; however, absence of CFO‑specific incentive metrics and equity ownership disclosure warrants ongoing diligence .
Note: Insider trading analysis (Form 4) and any employment agreement amendments specific to Kruger were not found in the proxied filings searched. If you want, I can run a dedicated insider transaction review to quantify vesting‑driven sales and any 10b5‑1 plans.