Alison Silva
About Alison Silva
Alison D. Silva is President and Chief Business Officer of Jupiter Neurosciences (JUNS) and a director since 2018. She is 47 years old, with a B.A. in Biology from Clark University (2001) and a graduate degree from the University of Massachusetts Medical Center (2002), and previously served as CEO of Cotinga Pharmaceuticals; she also held senior operating roles at Synlogic Therapeutics and other biotech companies . She has served as President and CBO since September 1, 2021, bringing extensive leadership across biotech commercialization and operations . The proxy does not disclose TSR or operating performance metrics for her tenure; executive compensation philosophy emphasizes Board discretion and has not included formal performance-based stock option grants to date .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cotinga Pharmaceuticals (formerly Critical Outcome Technologies) | Chief Executive Officer | 2016–2021 | Led turnaround and governance; continued board service since 2015 |
| The Microbiome Company → Synlogic Therapeutics | EVP & Chief Operating Officer | 2013–2016 | Co-founded platform; scaled operations in synthetic biology therapeutics |
| Marina Biotech | Co-founder & VP, Development | Not disclosed | Early-stage development leadership in RNA/biotech |
| The Orphan Group | Co-founder & Director | Not disclosed | Focus on rare disease strategy and advocacy |
| Cequent Pharmaceuticals | Director, Drug Development | Not disclosed | Pipeline development responsibilities |
| SLA Pharma | Chief Operating Officer | Not disclosed | Operational management in specialty pharma |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Cotinga Pharmaceuticals | Director | Since 2015 | Ongoing board service |
| EMA Wellness | Management Consultant | Not disclosed | Advisory role |
| The Orphan Group | Management Consultant | Not disclosed | Advisory role |
Fixed Compensation
| Metric ($) | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary | — | 96,250 |
| Bonus | — | — |
| All Other Compensation | 35,000 | 42,294 |
| Total Compensation | 545,083 | 138,544 |
- 2023 salary was deferred and effective October 1, 2023 reduced to $60,000; no interest accrued on deferred amounts .
Performance Compensation
| Award Type | FY 2023 ($) | FY 2024 ($) |
|---|---|---|
| Stock Awards (RSUs) | 146,602 | — |
| Option Awards | 363,481 | — |
- Executive Compensation Philosophy: Bonuses are at Board discretion based on business objectives and revenue; the Board has not granted performance-based stock options to date, and reserves the right to do so in the future .
- 12/18/2023 amendment: Cash bonuses previously promised were forgiven, options related to the forgiveness vested fully on the effective date, and RSUs tied to that program were replaced to vest upon IPO or change of control (aggregate program-wide amounts) .
Equity Ownership & Alignment
| Ownership & Awards (as of dates noted) | Value/Amount | Details |
|---|---|---|
| Beneficial Ownership (as of Oct 24, 2025) | 983,648 shares; 2.8% of class | Includes exercisable derivatives within 60 days of 10/24/2025; based on 34,426,355 shares outstanding |
| Options Exercisable (as of Dec 31, 2024) | 0 | None exercisable at year-end |
| Options Unexercisable (as of Dec 31, 2024) | 870,871 | Exercise price $1.20; expirations 2028–2033 |
| Unvested Stock Awards (as of Dec 31, 2024) | $110,227 market value | RSUs not vested at year-end |
| Ownership Guidelines | Not disclosed | No stock ownership guideline disclosure in proxy |
| Pledging/Hedging | Not disclosed; Insider Trading Policy and blackout periods apply | Company has an Insider Trading Policy; Plan contemplates blackout periods and other restrictions |
Employment Terms
| Term | Provision | Source |
|---|---|---|
| Role start | President & CBO since 9/1/2021 | |
| Agreement term | Three years with automatic one-year renewals unless 30-day prior notice | |
| Employment status | At-will; either party may terminate at any time subject to agreement provisions | |
| Fringe benefits & expenses | Executives entitled to fringe benefits consistent with Company practices; reimbursement for reasonable business expenses | |
| Clawback | Awards subject to Company clawback policy and applicable laws | |
| Change-of-control | RSUs issued in the 9/29/2023 forgiveness program replaced to vest upon IPO or change of control (aggregate program) | |
| 2023 compensation change | Salary deferred; reduced to $60,000 effective 10/1/2023 |
Board Governance
- Service history and status
- Director since 2018; current age 47 .
- Non-independent director (employee) alongside CEO and CSO; majority of board is independent .
- Committee roles
- Audit Committee comprises Weis (Chair), Brady, Hemmerly; Silva is not listed on standing committees .
- Director compensation
- Employees serving as directors (CEO, CSO, Silva) received no additional director compensation in 2024 .
- Non-employee director policy post-IPO: $30,000 annual board retainer plus committee fees; initial director option grant 67,500 options at $1.33 vesting ratably over 36 months (policy context) .
- Governance structure
- CEO and Chairman roles combined (Christer Rosén), with periodic review and executive sessions of independent directors to mitigate risks .
Compensation Structure Analysis
- Year-over-year shift from equity-heavy (2023 RSUs/options totaling $510,083) to cash-light 2024 (salary $96,250; no new equity awards), reflecting capital conservation and reduced guaranteed pay .
- Discretionary, non-formula bonuses; absence of disclosed performance metrics and no performance-based stock options to date—limited pay-for-performance transparency .
- 12/18/2023 modification accelerated vesting of options tied to forgiveness and converted RSUs to IPO/change-of-control vesting—potential red flag for award repricing/modification and event-driven supply .
Risk Indicators & Red Flags
- Non-independent dual role (President/CBO + Director) may constrain board independence, though overall board maintains independent majority .
- Award vesting modifications (full vesting upon amendment; RSUs vest on IPO/CiC) increase event-driven selling pressure risk .
- Combined CEO/Chair structure (not Silva’s role, but overall governance context) elevates concentration risk; mitigated by executive sessions of independent directors .
- Insider trading controls present; blackout and plan restrictions noted, but no explicit hedging/pledging prohibitions disclosed .
Performance Compensation – Award Detail and Vesting
| Metric/Feature | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Executive cash incentive | Not disclosed | Not disclosed | Not disclosed | Board discretion | Not disclosed |
| 2023 RSUs | Not disclosed | Not disclosed | Not disclosed | $146,602 grant-date FV | Program RSUs (forgiveness) replaced to vest on IPO/CiC |
| 2023 Options | Not disclosed | Not disclosed | Not disclosed | $363,481 grant-date FV | Options tied to forgiveness fully vested upon amendment date |
Director Compensation (Context)
| Component | Amount |
|---|---|
| Board Annual Retainer (non-employee) | $30,000 |
| Audit Committee Member | $5,000; Chair $10,000 |
| Compensation Committee Member | $5,000; Chair $10,000 |
| Nominating & Governance Member | $4,000; Chair $7,500 |
| Initial Director Option Grant | 67,500 options @ $1.33; vest over 36 months |
| Employee Directors (incl. Silva) | No additional director pay (2024) |
Equity Award Inventory (As of Dec 31, 2024)
| Instrument | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration | Unvested RSUs (MV $) |
|---|---|---|---|---|---|
| Stock Options | 0 | 870,871 | $1.20 | 2028–2033 | 110,227 |
Employment & Contracts – Additional Terms
| Clause | Term |
|---|---|
| Auto-renewal | Annual extensions unless 30-day notice pre-expiration |
| At-will | Termination by either party at any time, subject to agreement terms |
| Clawback | Awards subject to Company clawback policy and applicable laws |
| Expense policy | Reimbursement per Company practices for necessary business expenses |
Investment Implications
- Alignment: Silva’s ~2.8% beneficial ownership indicates meaningful alignment; however, significant unvested options/RSUs and IPO/CiC vesting features create potential event-driven selling pressure as awards become liquid .
- Pay-for-performance visibility: The absence of disclosed performance metrics and reliance on discretionary bonuses reduce transparency, limiting ability to tie pay outcomes to value creation; watch for future introduction of PSUs or metric-linked incentives .
- Governance: Non-independent executive-director role and combined CEO/Chair structure elevate governance risk; independent majority and executive sessions partially mitigate, but continued monitoring of committee independence and board processes is warranted .
- Award modifications: The 12/18/2023 vesting accelerations and RSU conversions may foreshadow further equity program changes; track subsequent proxy updates for any repricings or broadened acceleration provisions that could dilute shareholders .