Jason Frishman
About Jason Frishman
Jason Frishman serves as Founder at Netcapital Inc and is the Founder and former Chief Executive Officer of the Company’s funding portal subsidiary, Netcapital Funding Portal Inc; he resigned as CEO and director of the subsidiary on February 9, 2023 and remains employed by Netcapital as Founder working alongside the CEO . He is 32 and holds a B.S. in Neuroscience from the University of Miami (summa cum laude), with prior research experience in medical oncology at Dana Farber Cancer Institute and cognitive neuroscience at the University of Miami; he also holds advisory positions in the fintech ecosystem and has spoken as an external expert at Morgan Stanley, University of Michigan, and YPO . Company-level performance context: the “Pay vs. Performance” disclosure shows the value of an initial fixed $100 investment based on TSR at $15.11 (2023), $1.47 (2024), and $0.29 (2025), highlighting severe shareholder value decline over the past two fiscal years . Over FY 2023–FY 2025, Netcapital’s revenue fell from $8.49M* to $0.87M , while EBITDA shifted from $2.32M* to a loss of $(8.32)M* (trend context for execution risk and incentive alignment)*.
Values with asterisks (*) retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Netcapital Funding Portal Inc. | Chief Executive Officer and Director | Until Feb 9, 2023 | Founded the platform to reduce systemic inefficiencies in early-stage capital formation |
| Dana Farber Cancer Institute | Research in medical oncology | Not disclosed | Scientific research background underpinning analytical discipline |
| University of Miami | Research in cognitive neuroscience | Not disclosed | Academic research; graduated summa cum laude in Neuroscience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Morgan Stanley | External expert speaker | Not disclosed | Thought leadership and network signaling in fintech ecosystem |
| University of Michigan | External expert speaker | Not disclosed | Academic–industry engagement; visibility with innovators |
| YPO | External expert speaker | Not disclosed | Executive network access; potential deal flow and advisory influence |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus Paid ($) | Notes |
|---|---|---|---|---|
| 2024 | 228,034 | Not disclosed | 0 | No formal bonus formula; discretionary bonuses awarded to CEO/CFO only |
| 2025 | 225,261 | Not disclosed | 0 | Discretionary bonuses again to CEO/CFO, not to Frishman |
Performance Compensation
- The Company uses discretionary bonuses (no formal formula), considering financial results, strategic milestones, and individual effort; for FY2025 awards were granted to CEO and CFO, not to Frishman .
- Equity awards are primarily stock options; vesting for Frishman’s outstanding option grants is monthly over 48 months .
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Bonus (Discretionary) | Company/individual contributions | Not disclosed | Not disclosed | Not disclosed | $0 for Frishman (FY2024–FY2025) | N/A |
| Stock Options (Grant 2/1/2022) | Equity alignment | N/A | N/A | N/A | N/A | Monthly vest over 48 months; 232 exercisable / 54 unexercisable @ $735.00; exp. 2/9/2032 |
| Stock Options (Grant 1/1/2023) | Equity alignment | N/A | N/A | N/A | N/A | Monthly vest over 48 months; 1,667 exercisable / 1,190 unexercisable @ $100.10; exp. 1/3/2033 |
| Proposed Options (Grant 6/8/2025, subject to approval) | Equity alignment | N/A | N/A | N/A | N/A | 10,000 options @ $2.68; exp. 6/8/2035; not exercisable until stockholder approval of plan amendments |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total Beneficial Ownership | 26,608 shares; includes (i) 2,161 options currently exercisable or exercisable within 60 days; (ii) 24,447 shares held by Netcapital Systems LLC, over which Frishman has voting/dispositive power as President |
| Ownership as % of Shares Outstanding | Less than 1% (based on 3,040,380 shares outstanding as of record date) |
| Vested vs. Unvested | Options vest monthly over 48 months; as of April 30, 2025, exercisable vs. unexercisable split per grants above |
| Options In-the-Money Value | Not disclosed |
| Shares Pledged as Collateral | Not disclosed |
| Stock Ownership Guidelines | Not disclosed |
| Clawback Policy | 2023 Plan includes clawback for restatements: recoupment of executive incentive comp over prior 3 completed fiscal years at plan administrator’s discretion, irrespective of fault |
Employment Terms
| Term | Provision |
|---|---|
| Role/Employment Status | Founder at Netcapital; resigned as CEO and director of subsidiary on Feb 9, 2023; remains employed by Company |
| Employment Agreement | Employment Agreement with Jason Frishman filed as Exhibit 10.4 (June 28, 2022 8-K) |
| Confidentiality/IP | Strong confidentiality obligations; injunctive relief available; return of Company property upon termination |
| Termination | Enumerated scenarios: death; employee resignation (other than for “good reason”); disability; termination for “cause”; termination by Company other than for cause/disability or by employee for “good reason” |
| Non-Compete/Restrictive Covenants | Agreement references Sections 6 and 8 (restrictive covenants) with survival post-termination; specific duration/scope not disclosed in available excerpt |
| Governing Law | Commonwealth of Massachusetts |
| Severability/Survival | Severability applies; restrictive covenants survive termination |
| Change-of-Control Economics | Not disclosed |
Company Performance Context (Revenues and EBITDA – Annual)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($) | 8,493,985 | 4,951,435* | 869,460 |
| EBITDA ($) | 2,323,521* | (3,441,188)* | (8,320,117)* |
Values with asterisks (*) retrieved from S&P Global.
Related Party Transactions (Alignment/Risk Signals)
- Netcapital Systems LLC (“Systems DE”), of which Frishman owns a 29% interest, holds 24,447 NCPL shares (1.1% of 2,192,226 outstanding as of April 30, 2025); the Company paid Systems DE $95,000 (FY2025) and $175,000 (FY2024) for use of the netcapital.com software and had $285,000 unpaid invoices outstanding as of April 20, 2025 .
- The Company discloses additional affiliate relationships and impairments unrelated to Frishman (context for governance diligence) .
Investment Implications
- Compensation alignment: Frishman’s pay is predominantly fixed cash salary without discretionary bonuses in FY2024–FY2025, while equity exposure is via options vesting monthly over 48 months—this limits short-term cash incentives and aligns long-term interests, though absence of performance-conditioned equity (e.g., PSUs) reduces explicit pay-for-performance linkage .
- Selling pressure/vesting overhang: Multiple legacy option grants (2022, 2023) and a proposed 2025 grant (subject to approval) create ongoing incremental supply as monthly vesting occurs; monitor Form 4s for exercises/disposals once the 2025 grant becomes exercisable .
- Ownership alignment and conflicts: Frishman’s beneficial ownership is small (<1%), but control over Systems DE’s shares and the Company’s payments to Systems DE warrant continued scrutiny for related-party governance and receivables collection risk .
- Retention and enforceability: The 2022 Employment Agreement includes confidentiality and restrictive covenants that survive termination, with Massachusetts governing law; non-compete scope/duration not detailed in available excerpts, limiting confidence in enforceability assumptions .
- Execution risk backdrop: Company TSR declined sharply in FY2024–FY2025 and revenues/EBITDA deteriorated over FY2023–FY2025, raising the hurdle for incentive alignment and necessitating clear performance metrics in future awards to avoid value-insensitive dilution *.
Values with asterisks (*) retrieved from S&P Global.