Julie Kampf

About Julie Kampf

Julie Kampf (age 64) is an independent director of Jupiter Neurosciences (JUNS) since September 8, 2021, and serves as CEO/Director of JBK Associates International, an executive search firm focused on life sciences; she holds a B.A. in Political Science from the University of Rhode Island (1983) . Her board credentials emphasize talent strategy and industry networks, including leadership roles in healthcare businesswomen organizations and advisory roles in academia, with recognitions such as PharmaVoice 100 (2009, 2013) .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Ms. Kampf is independent under Nasdaq rules (4 of 7 directors are independent: Hemmerly, Kampf, Brady, Weis) .
• Committees: Compensation Committee (member); Nominating & Corporate Governance Committee (Chair); not on Audit Committee .
• Attendance: In 2024, each director attended more than 75% of combined Board and committee meetings for which they served .
• Years of service: Director since September 8, 2021 (slate nominated for one-year terms to 2026 meeting) .
• Board structure: CEO also serves as Chairman; the Board may review leadership structure and holds independent director executive sessions (no lead independent director disclosed) .

Fixed Compensation

Performance Compensation

• Equity eligibility: Upon initial election, each non-employee director was granted an option to acquire up to 67,500 shares at $1.33 per share, vesting ratably over 36 months; directors may receive equity under the company’s plans, subject to non-employee director caps (historically $750,000 grant-date fair value limit; first-year higher under plan limits) .
• 2024 awards: No stock or option awards to non-employee directors in 2024 .
• Performance metrics: No performance-based metrics disclosed for director pay; director equity is time-based (service and committee roles) .

Director equity awards – terms

Other Directorships & Interlocks

• Current public company boards: None disclosed; proxy notes Ms. Kampf does not hold, and has not previously held, directorships in reporting companies (while serving as a director at Marizyme, a non-reporting Florida biotech) .
• Compensation Committee interlocks: None; no executives from companies where JUNS executives serve as directors .

Expertise & Qualifications

• Education: B.A., Political Science, University of Rhode Island (1983) .
• Domain expertise: Executive search/talent strategy with deep life sciences focus; leadership in women’s career development networks; advisory work in higher education entrepreneurship .
• Recognition: PharmaVoice 100 (2009, 2013), Ernst & Young Entrepreneurial Winning Woman, various regional honors .

Equity Ownership

• Pledging/Hedging: Not disclosed in proxy .
• Ownership guidelines for directors: Not disclosed in proxy .

Governance Assessment

• Strengths

  • Independent director with chair role on Nominating & Corporate Governance and member of Compensation Committee, supporting board refreshment, governance policy, and pay oversight .
  • Attendance above the 75% threshold in 2024, indicating engagement .
  • Meaningful alignment through vested equity (options and RSUs exercisable/settleable within 60 days), albeit <1% ownership given micro-cap share base .
  • Formal clawback policy adopted in 2025 (applies to executive officers), indicating evolving governance hygiene aligned with SEC/Nasdaq rules .

• Watch items / RED FLAGS

  • Combined CEO/Chair structure without a disclosed lead independent director concentrates authority; mitigated in part by executive sessions of independent directors .
  • Related party/pay structure complexity at the company level in 2023–2024 (broad forgiveness of accrued compensation by employees and board members tied to IPO timing, with equity issued in exchange and amendments to vesting), warrants continued scrutiny of compensation governance; not specific to Ms. Kampf individually .
  • Ongoing financing dependence (SEPA with Yorkville; convertible notes with reset provisions and potential dilution to 20%+ of prior outstanding if floor price scenarios occur) raises investor dilution risk and places a premium on board capital allocation oversight (committee roles relevant for governance signaling) .

• No specific conflicts disclosed for Ms. Kampf

  • Compensation Committee Interlocks: none .
  • No related-party transactions disclosed with entities affiliated with Ms. Kampf; related-party disclosures in proxy focus on CEO loans and broad 2023–2024 compensation forgiveness arrangements .

Director Compensation Summary (cross-check)

Committee Assignments

Independence & Attendance

• Independence: Independent under Nasdaq rules .
• 2024 Attendance: >75% of combined Board and committee meetings .