Richard Jacroux
About Richard Jacroux
Richard Jacroux, 58, was appointed Chief Financial Officer by the Board on August 7, 2024 and serves as Principal Financial Officer and Principal Accounting Officer; his role is delivered part‑time via Impact Solve, LLC (dba Impact Solutions), which he founded . He has 20+ years of finance and accounting experience, began his career at Ernst & Young LLP, served as CFO at IUNU, Inc. and Buddy Platform, LTD, and holds a BA in business administration and accounting (University of Washington) and an MBA (Kellogg School of Management); he is also an adjunct professor at the University of Washington . For company performance context, ENDRA’s cumulative TSR (value of a $100 investment) fell to $0.03 in 2024 versus $15.32 in 2023 and $29.42 in 2022, while net loss was $(11.5)m in 2024, $(10.1)m in 2023, and $(13.2)m in 2022 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ernst & Young LLP | Early career in audit/finance | Not disclosed | Foundational public accounting experience |
| IUNU, Inc. | Chief Financial Officer | Not disclosed | CFO leadership at AI/computer vision SaaS company (prior role to ENDRA) |
| Buddy Platform, LTD | Chief Financial Officer | Not disclosed | CFO experience at technology company |
| Impact Solve, LLC (dba Impact Solutions) | Founder | 2023 launch | Provides fractional CFO and accounting services; vehicle for NDRA CFO engagement |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| University of Washington | Adjunct Professor | >5 years (as disclosed) | Academic engagement; teaching and thought leadership in business/accounting |
Fixed Compensation
| Component | FY 2024 | Notes |
|---|---|---|
| Cash salary ($) | $95,900 | Includes $36,600 paid for services prior to CFO appointment in March 2024; excludes $18,693 paid to IS Bookkeeping & Payroll for services by other Impact Solutions employees |
| Monthly fee (Impact Solutions) | $8,650 per month | Base monthly retainer plus expenses for CFO services |
| Overtime rate | $150 per hour for hours >20/week | Applied for excess weekly hours under consulting arrangement |
| Benefits/Perquisites | Not disclosed for CFO | No health/retirement benefits disclosed for Jacroux; arrangement is via consulting firm |
| Bonus target (%) | Not disclosed for CFO | No bonus program disclosure for CFO in proxy |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not disclosed for CFO | — | — | — | — | — |
No non‑equity incentive plan payout or equity awards were reported for Mr. Jacroux in 2024; the Summary Compensation Table shows no bonus or option/stock awards for him .
Equity Ownership & Alignment
| Item | As of Oct 16, 2025 | Notes |
|---|---|---|
| Common shares beneficially owned | 0 | CFO reported no beneficial ownership in the proxy’s ownership table |
| % of common shares outstanding | 0.0% (based on 1,166,441 shares outstanding) | Company had 1,166,441 common shares outstanding; Jacroux reported none |
| Options – exercisable | 0 | No outstanding option awards reported for Jacroux |
| Options – unexercisable | 0 | No outstanding unvested options |
| RSUs/PSUs – vested/unvested | Not disclosed | No stock awards disclosed |
| Shares pledged as collateral | Not disclosed | Company maintains insider trading policies including anti‑hedging/pledging sections; specifics not detailed in proxy excerpt |
| Ownership guidelines | Not disclosed | No executive stock ownership guideline disclosure found for CFO |
Employment Terms
| Term | Detail | Economics |
|---|---|---|
| Appointment | Appointed CFO by Board on Aug 7, 2024; effective Aug 8, 2024 | — |
| Engagement structure | Part‑time CFO via Impact Solve, LLC (dba Impact Solutions) | Base monthly fee $8,650 plus expenses; $150/hour for hours >20/week |
| Agreement inception | Consulting agreement with Impact Solutions dated March 24, 2024 | Related‑party transaction disclosure |
| Severance | Not disclosed for CFO | No severance or change‑of‑control terms for CFO provided; CEO/CTO severance terms are disclosed separately |
| Change‑of‑control | Not disclosed for CFO | — |
| Clawback policy | Awards under 2016 Plan subject to clawback per company policy/applicable law | CFO had no reported awards in 2024 |
| Anti‑hedging/pledging | Company maintains insider trading policy and references anti‑hedging/pledging sections | Policy filed as Exhibit 19.1 to 2024 10‑K |
Related Party Transactions (Alignment and Governance)
- Consulting agreement: On March 24, 2024, ENDRA entered into a consulting agreement with Impact Solve, LLC (Impact Solutions), owned by Richard Jacroux; fees are $8,650/month plus expenses, and $150/hour for hours over 20/week .
- This arrangement is explicitly disclosed under “Certain Relationships and Related Transactions” .
Performance & Track Record
- Company TSR and earnings context during the period surrounding his tenure: Cumulative TSR fell to $0.03 in 2024 (from $15.32 in 2023 and $29.42 in 2022); net loss was $(11.5)m in 2024, $(10.1)m in 2023, and $(13.2)m in 2022 .
- Communication role: As CFO, Jacroux signed the 2025 definitive proxy letter to stockholders .
Company Pay vs Performance Reference
| Year | Cumulative TSR (Value of $100 Investment) | Net Loss ($mm) |
|---|---|---|
| 2022 | $29.42 | (13.2) |
| 2023 | $15.32 | (10.1) |
| 2024 | $0.03 | (11.5) |
Compensation Structure Analysis
- Shift in compensation mix: CFO compensation delivered via a consulting structure with a fixed monthly retainer and hourly overtime instead of equity grants or formulaic bonuses; 2024 cash compensation reported at $95,900 with no equity awards .
- Pay‑for‑performance alignment: No performance metrics or payouts disclosed for the CFO; absence of equity awards and zero reported beneficial ownership may indicate limited direct alignment to shareholder TSR .
- Clawback framework exists at the plan level, but CFO had no awards reported in 2024 to which it would apply .
Equity Awards and Vesting Schedules
| Award Type | Grant Date | Quantity | Strike/Grant FV | Vesting | Status |
|---|---|---|---|---|---|
| Stock options (CFO) | — | — | — | — | No outstanding options reported for Jacroux as of Dec 31, 2024 |
Risk Indicators & Red Flags
- Related party arrangement: CFO services provided via his owned firm (Impact Solutions); while disclosed, related‑party nature warrants monitoring of fee levels, scope, and renewals .
- Alignment: Zero reported beneficial ownership and absence of equity awards may signal weaker ownership alignment .
- Insider policies: Company states insider trading and anti‑hedging/pledging policies, but specific prohibitions are not detailed in the proxy excerpt; continued policy compliance monitoring is prudent .
- Section 16 reporting: The proxy lists late Form 4 filings for certain directors in 2024, but does not list Jacroux among them .
Investment Implications
- Alignment and incentives: The CFO’s consulting structure (monthly retainer plus hourly rate) with no disclosed equity awards and zero reported share ownership reduces direct TSR alignment; investors should monitor whether future compensation introduces equity‑based components or ownership guidelines for finance leadership .
- Retention/continuity risk: Part‑time engagement and third‑party contracting can be flexible but may present continuity risk during financing, audit, and regulatory milestones; clarity on contract term, renewal, and scope is advisable .
- Governance and conflicts: The related‑party nature of the CFO arrangement is transparently disclosed; continued oversight of fees, deliverables, and any expansion of services (including other divisions like IS Bookkeeping & Payroll) is warranted to mitigate conflict‑of‑interest perceptions .
- Performance backdrop: ENDRA’s multi‑year negative net losses and collapsing TSR underscore execution risk and capital needs; the finance function’s structure should be assessed for adequacy in capital raising, controls, and investor communication under current constraints .