Holger Weis
About Holger Weis
Holger Weis (age 62) is an independent director of Jupiter Neurosciences (JUNS) since September 8, 2021. He is a CPA with a BBA in Accounting from the University of Georgia (1985) and brings >35 years of finance and operating experience across life sciences, including senior roles at Ernst & Young, GMP Companies, NovaVision, DemeRx, and his own advisory firm. He qualifies as an SEC “audit committee financial expert” and currently chairs JUNS’s Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alaunos Therapeutics, Inc. | Director; member of Audit and Compensation Committees; appointed CEO | Director since Dec 2020; CEO since Jul 2025 | Brings public-company governance and operating experience; time commitment increases with CEO role |
| Weis Advisors, Inc. | Principal (consulting to life sciences) | Since Apr 2018 | Strategic/finance advisory to biotech clients |
| DemeRx, Inc. | COO, CFO, President; Consultant | Dec 2011–Apr 2018 | Multi-functional leadership in biotech operations and finance |
| EnSA Holdings, LLC | CFO | Aug 2010–Nov 2011 | Corporate finance leadership |
| NovaVision, Inc. | VP & CFO, Secretary & Treasurer | Jan 2006–Aug 2010 | Public-company readiness and finance oversight |
| GMP Companies, Inc. | CFO & Treasurer | 2000–2005 | Finance leadership across pharma/medtech portfolio |
| Ernst & Young | Senior Manager | 1986–2000 | Assurance and advisory—foundation for audit expertise |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Alaunos Therapeutics, Inc. | CEO; Director; previously Audit & Compensation Committee member | CEO since Jul 2025; Director since Dec 2020 | Oncology-focused company; not a disclosed customer/supplier to JUNS; potential bandwidth consideration |
Board Governance
- Independence: Board majority independent; Weis is independent under Nasdaq rules .
- Committees:
- Audit Committee (Chair: Holger Weis; members: Allison W. Brady, Nicholas H. Hemmerly). Weis is the Audit Committee financial expert .
- Nominating & Corporate Governance Committee (members: Julie Kampf (Chair), Holger Weis, Nicholas H. Hemmerly) .
- Compensation Committee (Chair: Nicholas H. Hemmerly; members: Julie Kampf, Allison W. Brady) – Weis is not a member .
- Attendance: In 2024, the Board met 5x; Audit Committee 4x; each director attended >75% of combined Board/committee meetings .
- Leadership structure: CEO also serves as Chair; the Board holds executive sessions of independent directors .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (non-employee director) | $30,000 | Cash; paid quarterly |
| Audit Committee Chair fee | $10,000 | Annual cash fee |
| Nominating & Governance Committee member fee | $4,000 | Annual cash fee |
| 2024 Fees Earned – Holger Weis | $44,000 | Sum of Board retainer + Audit Chair + Nominating member; no 2024 equity awards |
Performance Compensation
| Award/Metrics | Grant Date | Quantity/Terms | Vesting/Performance | 2024 Activity |
|---|---|---|---|---|
| Initial director option grant | Oct 1, 2021 | Option to purchase up to 67,500 shares at $1.33 | Vests ratably over 36 months, service-based | No director equity awards granted in 2024 |
- No performance-based (PSU/TSR/financial) metrics for director pay disclosed; director compensation is cash retainers plus time-based options upon initial election .
Other Directorships & Interlocks
| Company | Sector Link to JUNS | Potential Interlock/Conflict |
|---|---|---|
| Alaunos Therapeutics, Inc. | Oncology (distinct from JUNS CNS focus) | No related-party transactions or business dealings between JUNS and Alaunos disclosed; greatest risk is time bandwidth as Alaunos CEO while chairing JUNS Audit |
Expertise & Qualifications
- Financial expert: Qualifies as SEC “audit committee financial expert”; deep public-company audit/finance background (EY Senior Manager; multiple CFO roles) .
- Life sciences operations: Senior operating roles (COO/President/CFO) at DemeRx; CFO roles at NovaVision and GMP Companies .
- Education/credential: BBA Accounting (Univ. of Georgia, 1985) and CPA .
Equity Ownership
- Beneficial ownership details (total shares, options exercisable/unexercisable, % outstanding, pledging) were not disclosed in the accessible portions of the 2025 DEF 14A; the filing contains a Security Ownership section, but figures for Mr. Weis were not present in the retrieved text. No JUNS insider transactions by Mr. Weis are disclosed in the company filings reviewed .
Governance Assessment
-
Positives
- Independent director with robust audit credentials chairs the Audit Committee and is designated financial expert—a strong governance signal for controls and financing oversight .
- Clean attendance record (>75%) and independent-majority Board; committees are fully independent .
- Company adopted a Dodd-Frank-compliant clawback policy in Mar 2025 (primarily applicable to executive officers), indicating alignment with investor expectations on accountability .
-
Watch items / potential red flags
- Chairman/CEO roles combined at JUNS; increased reliance on independent directors (including Weis) for checks and balances .
- External time demands: Appointment as CEO of Alaunos (Jul 2025) could strain availability while chairing JUNS’s Audit Committee; continued >75% attendance and timely filings mitigate concern so far .
- Related-party dynamics at JUNS (e.g., CFO’s Titan MSA; CEO loan) require strong Audit Committee oversight—no Weis-related transactions disclosed, but environment elevates oversight importance .
- No director stock ownership guidelines disclosed; equity alignment relies on initial options and any subsequent equity plans .
-
Compensation alignment
- Director cash/equity mix is modest and standard for micro-cap biotech; no meeting fees; incremental pay tied to committee leadership (Audit Chair) appropriately compensates workload .
- No performance-based equity for directors—typical, but limits explicit pay-for-performance levers at the board level .
-
Legal/controversies
- Company disclosure states no legal proceedings involving directors in past 10 years; no Weis-specific issues disclosed .
Overall: Weis strengthens board financial oversight and independence at JUNS as Audit Chair and financial expert. Key investor focus areas are (i) sustaining high engagement while serving as an external CEO and (ii) robust, transparent oversight of related-party arrangements and financing structures (SEPA/convertible notes) through the Audit Committee -.