Allison Brady
About Allison W. Brady
Allison W. Brady (age 54) has served as an independent director of Jupiter Neurosciences, Inc. (JUNS) since September 8, 2021. She co‑founded Gene Spotlight, a rare‑disease research nonprofit, and serves on the University of Pennsylvania School of Social Policy & Practice Board of Advisors (Fundraising Chair). Education: BAS, University of Pennsylvania (1993); PR Strategy Certificate, Cornell University (2021). The Board has affirmatively determined she is independent under Nasdaq rules. During 2024, each director attended more than 75% of combined Board/committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jupiter Neurosciences, Inc. | Independent Director | Sep 8, 2021 – present | Audit Committee member; Compensation Committee member |
| Gene Spotlight, Inc. (non‑profit) | Co‑founder; Director | Apr 2011 – present | Leads rare‑disease research fundraising; noted as “presently the largest outside investor” in JUNS (potential conflict) |
| Univ. of Pennsylvania, School of Social Policy & Practice | Board of Advisors; Fundraising Chair | 2016 – present | Oversees fundraising initiatives |
External Roles
| Type | Organization | Role | Notes |
|---|---|---|---|
| Non‑profit | Gene Spotlight, Inc. | Co‑founder/Director | Largest outside investor in JUNS (potential conflict) |
| Academic | UPenn School of Social Policy & Practice | Advisor (Fundraising Chair) | Engagement with social policy initiatives |
| Public company boards | N/A | N/A | “Does not hold, and has not previously held, any directorships in any reporting companies” |
Board Governance
- Independence: Board deems Brady independent; majority of Board is independent.
- Board leadership: CEO is also Chair; independent directors hold executive sessions.
- Meetings/attendance: 2024 Board (5), Audit (4), Compensation (0), Nominating (0); each director >75% attendance.
| Committee | Brady’s Role | Chair | 2024 Meetings | Notes |
|---|---|---|---|---|
| Audit | Member | Holger Weis | 4 | Audit chair is financial expert |
| Compensation | Member | Nicholas H. Hemmerly | 0 | No meetings in 2024 (oversight gap) |
| Nominating & Corporate Governance | Not a member | Julie Kampf | 0 | — |
Fixed Compensation
- JUNS adopted a standard non‑employee director pay program post‑IPO: $30,000 annual retainer; committee member fees (Audit $5,000; Compensation $5,000; Nominating $4,000); committee chair fees higher (Audit $10,000; Compensation $10,000; Nominating $7,500).
- Brady’s 2024 director fees totaled $40,000 (Board retainer $30,000 + Audit member $5,000 + Compensation member $5,000).
| Component (2024) | Amount (USD) |
|---|---|
| Board annual retainer | $30,000 |
| Audit Committee member fee | $5,000 |
| Compensation Committee member fee | $5,000 |
| Total fees earned (reported) | $40,000 |
Performance Compensation
- Initial equity on joining the Board: option to acquire up to 67,500 shares at $1.33, vesting ratably over 36 months (grant contemplated October 1, 2021).
- As of Oct 24, 2025, beneficial ownership footnote shows options and RSUs currently exercisable/convertible within 60 days.
| Award Type | Grant/Status | Key Terms | Vesting/Status |
|---|---|---|---|
| Non‑employee director stock option | Initial upon election (Oct 1, 2021) | 67,500 options; $1.33 strike | Vests ratably over 36 months |
| Options exercisable within 60 days (as of 10/24/2025) | Outstanding | 170,659 options (exercisable within 60 days) | Implies multiple grants outstanding; specific vesting not itemized beyond exercisable amount |
| RSUs convertible within 60 days (as of 10/24/2025) | Outstanding | 78,000 RSUs (convertible within 60 days) | Settlement timing per award; not separately disclosed |
No director performance metrics (e.g., TSR, revenue) tied to director pay are disclosed; equity awards vest on service schedules and plan terms.
Other Directorships & Interlocks
| Category | Entity | Detail |
|---|---|---|
| Public company boards | None | No current or prior reporting company directorships disclosed |
| Interlocks/potential conflicts | Gene Spotlight, Inc. | Brady co‑founded and serves on board; “presently the largest outside investor in the Company” (potential conflict requiring Audit Committee oversight for related‑party considerations) |
Expertise & Qualifications
- Rare‑disease advocacy and fundraising leadership as co‑founder of Gene Spotlight; governance and fundraising at UPenn SP2.
- Education: BAS, University of Pennsylvania (1993); PR Strategy Certificate, Cornell (2021).
- Audit Committee member; proxy highlights her suitability for Audit Committee service.
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | Ownership % | Within 60 days: RSUs | Within 60 days: Options |
|---|---|---|---|---|
| Allison W. Brady | 270,409 | <1% | 78,000 | 170,659 |
No disclosure of share pledging or hedging by Brady; company has an Insider Trading Policy and a Clawback Policy (clawback applies to executive officers).
Governance Assessment
-
Strengths
- Independent director with Audit and Compensation committee roles; Board maintains majority independence and holds independent executive sessions.
- Attendance: all directors exceeded 75% attendance in 2024.
- Standardized, modest cash retainer structure with equity aligned to service; non‑employee director annual equity limit in plans.
-
Risks and RED FLAGS
- Potential conflict: Gene Spotlight, where Brady is co‑founder/director, is “presently the largest outside investor in the Company,” necessitating vigilant related‑party and conflict oversight when matters affecting that investor arise.
- Compensation Committee held no meetings in 2024, which may signal limited formal oversight of compensation matters (although JUNS is small and early‑stage).
- Broader governance context: CEO also serves as Board Chair; while the Board cites independent oversight and executive sessions, combined roles heighten reliance on independent directors’ vigilance.
- Board and employee compensation/forgiveness transactions in 2023 involved equity exchanges and later amendments; while cash bonuses to board members were ultimately forgiven, equity issuance optics warrant scrutiny of independent director decision‑making and Audit Committee related‑party review.
Note: Director say‑on‑pay results, ownership guidelines, pledging policies specific to directors, and Form 4 insider trading activity were not disclosed in the proxy; additional Form 4 data not retrieved in this report.