Christer Rosén

About Christer Rosén

Christer Rosén (age 74) is Co‑Founder, Chairman of the Board, and Chief Executive Officer of Jupiter Neurosciences (JUNS) and has served in these roles since January 1, 2016. He previously founded EffRx Pharmaceuticals and led the FDA/EU approval and commercialization of Binosto (osteoporosis), bringing end‑to‑end drug development and regulatory execution experience; he holds a Computer Sciences degree from Malmö Trade Schools/Lund University (1971) . JUNS’ proxy discloses governance, compensation, and ownership but does not provide TSR, revenue, or EBITDA performance metrics attributable to his tenure in the CEO role; therefore, such metrics are not included here .

Past Roles

External Roles

• No other current reporting‑company directorships or committee roles for Rosén are disclosed in the proxy materials reviewed .

Fixed Compensation

Multi‑year compensation summary (NEO “Summary Compensation Table”):

Compensation terms (employment agreement):

• Original base salary $420,000; target annual cash bonus 50% of base salary .
• Amendment effective Oct 1, 2023: base reduced to $84,000 until the company raises $1.5 million; thereafter, base resets to 105% of original .

Performance Compensation

Incentive framework and actuals:

• Annual Cash Bonus: Target 50% of base salary; Board‑discretionary; 2024 payout $0 .
• Equity Awards: Time‑based options/RSUs; no disclosed performance weighting/targets; Board reserves right to grant performance‑based awards in the future, but none to date .

Recent equity grant detail (Rosén):

Plan mechanics and clawback:

• 2023 Equity Plan and proposed 2025 Equity Plan allow options/RSUs/performance awards; clawback applies to restatement‑related excess incentive compensation; Board approved a Dodd‑Frank/Nasdaq‑compliant Clawback Policy on Mar 26, 2025 -.

Equity Ownership & Alignment

As of Oct 24, 2025 (record date):

• Total beneficial ownership: 13,080,566 shares; 35.4% of outstanding (34,426,355 shares outstanding) .
• Acquirable within 60 days: 2,003,678 options; 497,392 RSUs (included in beneficial ownership) .
• Outstanding equity awards (12/31/2024 snapshot): 2,003,678 unexercisable options shown at $1.00 exercise price and option expiries 2029–2033; RSUs outstanding (market value column reported; individual unit count not provided) .
• Directors who are employees receive no additional director compensation (avoid double‑pay) .

Ownership table details:

Hedging/pledging:

• The proxy states an Insider Trading Policy but does not disclose executive hedging or pledging prohibitions; restricted stock may not be pledged prior to vesting per plan terms .

Related‑party alignment signals:

• The CEO has periodically loaned working capital to the company; outstanding principal $146,432 at Dec 31, 2024 and June 30, 2025; 3% interest; partial repayments made (e.g., $100,000 repaid in 2024) .

Employment Terms

Key contractual provisions (CEO agreement and amendments):

• Term: 3 years with automatic 1‑year renewals unless notice given ≥30 days pre‑expiration; employment “at will” .
• Base salary/bonus: Original $420,000 base; 50% target bonus; base amended to $84,000 during capital‑raise “Reduction Period,” then 105% of original when conditions met .
• Severance (termination w/o Cause or for Good Reason): cash of any owed base/benefits/expenses; pro‑rated target bonus for the year; 12 months base salary continuation; accelerated vesting of equity .
• Change‑of‑Control definition: >50% beneficial ownership transfer; disqualifying merger; or sale of substantially all assets, with detailed thresholds and look‑through tests .
• 280G/4999 Gross‑Up: Agreements provide excise‑tax gross‑up if payments are “excess parachute payments” under the Code .
• Restrictive covenants: Non‑solicit (3 years); non‑compete (9 months); confidentiality and IP assignment; Florida law; blue‑pencil provision .
• Clawback: Company‑wide policy adopted Mar 26, 2025; restatement‑based recovery for executive officers .

Board Governance

• Dual‑role structure: Rosén serves as combined Chairman & CEO since 2016; Board cites focused leadership benefits, with oversight via a majority‑independent board and executive sessions of independent directors; the Board may consider a Lead Independent Director if circumstances warrant .
• Independence: 4 of 7 directors are independent (Hemmerly, Kampf, Brady, Weis); Rosén, Hayward (CSO), Silva (President/CBO) are non‑independent .
• Committees (all independent): Audit (Chair: Weis; members Brady, Hemmerly; Weis is audit committee financial expert), Compensation (Chair: Hemmerly; members Kampf, Brady), Nominating & Governance (Chair: Kampf; members Weis, Hemmerly) -.
• Attendance: In 2024, Board met 5x; Audit 4x; Compensation and Nominating held no meetings; each director attended >75% of combined Board/committee meetings .
• Director pay standard (non‑employee): $30,000 annual retainer; committee member/Chair retainers ($4–10k) as specified; initial 67,500‑share stock option at $1.33 vests over 36 months; employee‑directors (incl. Rosén) receive no additional director pay -.

Family relationship and independence consideration:

• Rosén is the father of Alexander Rosén (Chief Administrative Officer), a disclosed related party relationship; Board remains majority independent .

Compensation Structure Analysis

• Cash vs equity mix: 2023 featured large equity grants to convert/offset accrued compensation and conserve cash; 2024 showed primarily cash salary with no new equity, reflecting capital constraints and the amended salary framework .
• Risk‑bearing shift: Options and RSUs dominate long‑term incentives; no performance‑based equity disclosed to date, which reduces direct pay‑for‑performance linkage vs operational/TSR metrics .
• Governance red flags: Employment agreements include 280G tax gross‑up protection (shareholder‑unfriendly); combined CEO/Chair structure persists (mitigated by independent majority and committee structure) .
• Clawback adoption: Implemented in 2025 per SEC/Nasdaq rules; improves recoupment mechanisms tied to restatements .

Related Party Transactions (Selected)

• CEO loans: Working capital loans from CEO at 3% interest; outstanding principal $146,432 at Dec 31, 2024 and June 30, 2025; accrued interest $1,064 (Dec 31, 2024) and $3,242 (June 30, 2025); $100,000 repaid in 2024 .
• 2023 accrued compensation exchange: Employees and board forgave $4,189,626 of accrued comp in exchange for 2,353,661 stock options (exercise $1.33) and 1,399,834 RSUs, plus contingent IPO cash bonuses ($513,013 employees; $70,200 board) .
• CFO consulting arrangement (for context): Titan Advisory Services (CFO’s company) MSA with options and reduced monthly fees during reduction period; 2025 SOW sets $20,000/month with eligibility for bonuses/equity (approved by Rosén) .

Risk Indicators & Potential Selling Pressure

• Equity overhang and supply: Large outstanding options/RSUs for executives and directors; vesting/settlement could add to float over time -.
• Financing‑driven dilution: SEPA and $6.0 million pre‑paid advances via convertible notes (initial fixed conversion price $1.50) introduce share issuance and monthly installment dynamics that can increase float; Yorkville restricted from short sales/hedging and subject to 4.99% cap; issuance above 19.99% Exchange Cap requires shareholder approval (sought at 2025 AGM) - -.
• Governance: Dual role (CEO/Chair), 280G gross‑up, and family relationship (CEO–CAO) warrant monitoring; Board maintains majority independence and independent committees with executive sessions .

Compensation Peer Group, Say‑on‑Pay, and Shareholder Feedback

• The 2025 proxy does not disclose a compensation benchmarking peer group or historical say‑on‑pay results; proposals on the 2025 ballot focus on share authorization, the 2025 equity plan, SEPA approvals, and auditor ratification - - .

Expertise & Qualifications

• Proven entrepreneur/operator with prior NDA/EMA approvals; deep regulatory and commercialization experience; Computer Sciences background (Sweden) .

Employment Terms (Detailed Table)

Investment Implications

• Alignment: Very high insider ownership (35.4%) aligns CEO with equity value but concentrates control; equity overhang from options/RSUs and new equity plan adds dilution risk but also aligns incentives with long‑term outcomes -.
• Retention/continuity: Severance protections (12 months salary, equity vesting) and non‑compete/non‑solicit provide stability; however, inclusion of a 280G gross‑up is a shareholder‑unfriendly feature to monitor in future negotiations -.
• Liquidity and supply: The SEPA/convertible notes structure can pressure share supply as issuances occur (subject to caps and approvals); Yorkville is restricted from shorting, which mitigates some mechanical pressure; monitor AGM outcomes on equity authorizations and SEPA approvals - .
• Governance: Combined CEO/Chair structure is mitigated by majority‑independent board and fully independent key committees; disclosed family relationship (CEO–CAO) increases governance sensitivity, but formal committee structures and attendance metrics support oversight .
• Pay‑for‑performance: Lack of disclosed performance metrics/weightings and predominance of time‑based equity reduces direct linkage of pay to operating/market outcomes; adoption of a robust clawback and potential future performance awards under the 2025 Plan could strengthen alignment over time -.