Alexander Rosén
About Alexander Rosén
Alexander Rosén is Co‑Founder and Chief Administrative Officer of Jupiter Neurosciences, Inc. (JUNS), serving since the company’s inception; he is 34 years old and attended Halmstad University (Sweden) from 2009–2012 . He is the son of CEO/Chairman Christer Rosén, a disclosed family relationship relevant to governance risk . The company does not disclose executive TSR, revenue growth, or EBITDA growth targets linked to his pay; incentive bonuses are discretionary and tied broadly to company revenue generation rather than formal metrics or weightings .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| X‑Vax Technology, Inc. | Head of Administration | Nov 2020 – Jun 2021 | Not disclosed |
| X‑Vax Technology, Inc. | Controller | Feb 2019 – Nov 2020 | Not disclosed |
External Roles
None disclosed (no prior or current public company directorships) .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus ($) | All Other Compensation ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 77,000 | Not disclosed | – | 26,655 | Healthcare benefits reported within “All Other” |
| 2023 | Salary deferred; reduced to $48,000 effective Oct 1, 2023 | Not disclosed | – | 27,259 | Healthcare benefits reported within “All Other” |
Executive bonus policy: The Board may grant incentive bonuses at its sole discretion, considering business objectives and monthly revenue attributable to executives; no fixed targets or weightings are disclosed .
Performance Compensation
| Grant Date | Award Type | Shares/Units | Strike/Terms | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|---|
| Sep 29, 2023 (original and reissuance) | Options | 234,998 + 29,415 = 264,413 | $1.33 strike price | 255,248 (2023 Option Awards) | Not disclosed |
| Sep 29, 2023 (original and reissuance) | RSUs | 142,316 + 22,237 = 164,553 | RSUs | 218,855 (2023 Stock Awards) | Not disclosed |
| 2021 | Options | 168,750 | $1.33 strike price | Not disclosed | Vests 1/36 monthly; 25% immediately vested |
Performance metric design: The Board has not granted performance-based stock options to date; awards are equity-based without disclosed metric weightings (e.g., revenue, EBITDA, TSR) .
Outstanding Equity Awards (as of Dec 31, 2024)
| Name | Options Exercisable (#) | Options Unexercisable (#) | Exercise Price ($/sh) | Expiration | Unvested RSUs (#) | Market Value of Unvested RSUs ($) |
|---|---|---|---|---|---|---|
| Alexander Rosén | 0 | 1,171,688 | 0.97 | 2029–2033 | Not disclosed | 164,553 |
Clawback: Awards are subject to a company clawback policy compliant with Dodd‑Frank and exchange listing standards .
Equity Ownership & Alignment
| Holder | Beneficial Ownership (Shares) | % of Class | Within 60 Days: Vested RSUs (Shares) | Within 60 Days: Options Exercisable (Shares) |
|---|---|---|---|---|
| Alexander Rosén | 1,789,099 | 5.0% | 164,553 | 1,171,688 |
- Ownership calculation based on 34,426,355 shares outstanding as of Oct 24, 2025; includes securities exercisable/convertible within 60 days .
- Stock ownership guidelines, pledging, or hedging restrictions specific to executives are not disclosed beyond adoption of a general Insider Trading Policy .
Employment Terms
| Provision | Terms |
|---|---|
| Agreement Term & Renewal | Three-year term, auto-renews for one-year terms unless either party gives 30 days’ notice before expiration; employment is at-will . |
| Termination – For Cause / Without Good Reason | Company pays accrued base salary/benefits and unreimbursed expenses; all unvested equity forfeited; rights/obligations cease except those arising prior to termination or that survive . |
| Termination – Without Cause / With Good Reason | Accrued salary/benefits and unreimbursed expenses; cash equal to target annual performance bonus prorated for the year; continuation of base salary for 12 months; automatic vesting of any unvested equity grants; surviving provisions apply . |
| Good Reason Definition | Includes, inter alia: post‑Change‑of‑Control material diminution of comp/benefits; reduction in base salary/bonus (not broad management cuts); relocation >50 miles; material breach by company uncured within 10 days . |
| Change of Control Definition | >50% voting power acquired; merger where pre‑merger holders own <50% of combined voting power post‑deal; sale/disposition of substantially all assets (with specified exceptions) . |
| Non‑Compete | 9 months . |
| Non‑Solicit | 3 years . |
| 280G Gross‑Ups | Agreements include tax gross‑up payments for potential “excess parachute payments” subject to 4999 excise tax . |
| Clawback | Equity awards subject to clawback policy/compliance with law . |
| Governing Law | Florida . |
Compensation Structure Analysis
- Shift toward equity-heavy pay in 2023: Alexander received $218,855 in stock awards and $255,248 in option awards; no cash bonus disclosed . In 2024, cash salary was modest ($77,000) with healthcare-related “All Other” compensation ($26,655) and no bonus .
- Lack of formal pay‑for‑performance metrics: The company states bonuses are discretionary and has not granted performance‑based options to date; no metric weightings or targets disclosed (e.g., revenue, EBITDA, TSR) .
- Vesting and severance acceleration: Unvested equity accelerates upon termination without cause or resignation for good reason, increasing the probability of value realization irrespective of performance outcomes (single‑trigger–like acceleration outside of a change‑of‑control) .
Risk Indicators & Red Flags
- Family relationship: CEO/Chairman (Christer Rosén) is Alexander’s father, a governance consideration for independence and oversight .
- 280G tax gross‑ups: Shareholder‑unfriendly provision increasing potential parachute costs in a Change‑of‑Control scenario .
- Equity acceleration on termination: Automatic vesting upon termination without cause or for good reason can weaken pay‑performance linkage .
- Insider supply overhang: Alexander has 1,171,688 options and 164,553 RSUs that may be acquired within 60 days (as of Oct 24, 2025), representing potential near‑term selling pressure depending on trading windows .
Equity Overhang and Vesting Pressure
| Instrument | Quantity | Status / Timing |
|---|---|---|
| Options (multiple grants) | 1,171,688 | May be acquired within 60 days of Oct 24, 2025 |
| RSUs | 164,553 | May be acquired within 60 days of Oct 24, 2025 |
| Additional outstanding options (unexercisable) | 1,171,688 | Unexercisable at 12/31/24; $0.97 strike; expire 2029–2033 |
Notes on Governance Policies
- Insider Trading Policy: Adopted; procedures for insiders (officers/directors) to promote compliance; no specific restrictions on pledging/hedging disclosed in proxy .
Investment Implications
- Alignment: 5.0% beneficial ownership suggests meaningful alignment, but acceleration upon termination and discretionary bonus design reduce performance conditioning .
- Supply risk: The volume of equity potentially acquirable within 60 days (1.34M+ shares via options/RSUs) indicates prospective selling pressure around open trading windows and vest dates; monitor Form 4s and lockup/trading policy windows .
- Governance: Family ties at the top and 280G gross‑ups are shareholder‑unfriendly signals; absence of disclosed ownership guidelines or anti‑pledging policy adds to alignment risk .
- Retention and economics: Non‑compete (9 months), non‑solicit (3 years), and 12‑month salary continuation with bonus proration and equity acceleration on termination create strong retention economics, but also embed costs for strategic transitions .