Marshall Hayward
About Marshall Hayward
Marshall Hayward, Ph.D., is Co‑Founder, Chief Scientific Officer (CSO), and a Director of Jupiter Neurosciences (JUNS), serving on the board since January 1, 2016; age 70 . He holds a Ph.D. in Biochemistry from the University of Illinois at Urbana‑Champaign (1982) and a B.S. in Biochemistry (High Honor) from Michigan State University (1977), with postdoctoral work in molecular biology at UIUC . Prior to JUNS, he was CSO at EffRx Pharmaceuticals, where he helped invent and secure FDA/EU approvals for Binosto for osteoporosis—experience JUNS cites as core to its regulatory and product development credibility . JUNS did not disclose TSR, revenue growth, or EBITDA growth for Hayward’s tenure in the proxy; performance metrics are therefore omitted per disclosure limits .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| EffRx Pharmaceuticals | Chief Scientific Officer | 2003–2013 | Led development to FDA/EU approvals for Binosto, establishing end‑to‑end drug development/regulatory expertise |
| Marshall Hayward Associates LLC | Managing Member | 2013–Present | Scientific advisory/leadership platform; supports translational programs and executive capacity |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Marshall Hayward Associates LLC | Managing Member | 2013–Present | Private entity; no public company directorships disclosed |
| Public company boards | — | — | JUNS discloses Hayward has not held directorships in reporting companies |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | — (salary deferred; agreement reduced to $67,200 effective 10/1/2023)* | 107,800 |
| Bonus ($) | — | — |
| All Other Compensation ($) | 18,646 | — |
| Total ($) | 1,141,710 (driven by stock/option awards) | 107,800 |
| Employment Agreement Terms | Value/Provision | Notes |
|---|---|---|
| Base Salary (original) | $336,000 | CSO agreement dated Sept 1, 2021 |
| Target Bonus | 30% of base | Board‑determined; could be > or < target |
| Amended Base Salary | $67,200 | Effective Oct 1, 2023 until $1.5M capital raised; then resets to 105% of original base |
| Term/Auto‑Renew | 3‑year term; auto‑extends by 1‑year unless notice ≥30 days before expiry | At‑will termination framework within agreement |
| Clawback | SEC/Nasdaq‑compliant recovery policy (3‑year lookback on incentive comp post restatement) | Adopted Mar 26, 2025 |
Performance Compensation
- JUNS disclosed no cash “Non‑Equity Incentive Plan Compensation” for Hayward in 2023–2024, and the Board stated it had not granted performance‑based stock options to date (reserving discretion for future bonuses) .
- Company plans (2023 and proposed 2025) permit performance awards with defined financial/performance measures, but Hayward’s awards in 2023–2024 were options/RSUs without disclosed metric weightings or payouts; RSU vesting included event‑based conditions (IPO/change‑of‑control) per 2023 amendments .
| Equity Award Detail (Grants) | Date | Type | Quantity | Strike/Terms |
|---|---|---|---|---|
| Annual equity grants | 9/29/2023 | Stock Options | 556,672 | $1.33 strike |
| Annual equity grants | 9/29/2023 | RSUs | 337,118 | Reissued/updated subsequently |
| Reissuance/additional | 12/18/2023 | Stock Options | 69,675 | $1.33 strike |
| Reissuance/additional | 12/18/2023 | RSUs | 52,676 | Vesting aligned with IPO/CoC per 12/18 amendments |
| Outstanding Equity (12/31/2024) | Exercisable Options (#) | Unexercisable Options (#) | Option Strike ($/sh) | Option Expiration | Unvested RSUs (Market Value $) |
|---|---|---|---|---|---|
| Marshall Hayward | 0 | 1,245,098 | 0.93 | 2025–2033 | 389,793 |
Notes:
- 12/18/2023 amendments fully vested options tied to the 9/29/2023 forgiveness program and replaced RSUs to vest upon IPO/CoC (companywide), indicating award modifications favoring retention/liquidity events; the proxy does not individually break out Hayward’s post‑amendment vesting schedule beyond the table above .
Equity Ownership & Alignment
| Ownership as of 10/24/2025 | Total Beneficial Shares | % of Shares Outstanding | Within 60 Days: RSUs | Within 60 Days: Options |
|---|---|---|---|---|
| Marshall Hayward | 4,015,175 | 11.1% | 389,793 | 1,245,098 |
- Pledging/Hedging: No pledging or hedging by Hayward is disclosed; company maintains an Insider Trading Policy governing insider transactions .
- Ownership Guidelines: JUNS did not disclose executive stock ownership guidelines in the proxy; compliance status not disclosed .
Employment Terms
| Provision | Detail |
|---|---|
| Termination for Cause / Without Good Reason | Unpaid base/benefits/expenses only; unvested equity forfeited |
| Termination Without Cause / With Good Reason | Accrued amounts; pro‑rated target bonus for current year; 12 months base salary continuation; unvested equity accelerates and vests |
| Change‑of‑Control (definition) | >50% voting power acquired, certain mergers/asset sales; detailed three‑prong test |
| 280G Tax Gross‑Up | Gross‑up for excise tax if payments constitute “excess parachute payments” |
| Non‑Compete | 9 months |
| Non‑Solicit | 3 years |
| Governing Law | Florida; standard confidentiality/IP provisions; blue pencil clause |
Board Governance
- Role: Director since January 1, 2016; classified non‑independent along with CEO (Christer Rosén) and President/Chief Business Officer (Alison Silva) .
- Committees: Audit (Weis–Chair; Brady; Hemmerly), Compensation (Hemmerly–Chair; Kampf; Brady), Nominating & Governance (Kampf–Chair; Weis; Hemmerly); Hayward is not listed as a committee member .
- Attendance: In 2024, Board met 5 times; Audit 4; Compensation 0; Nominating 0; all directors attended >75% of meetings of the Board/committees they serve .
- Dual‑Role Implications: JUNS combines Chairman and CEO roles (Rosén), with independent directors and executive sessions mitigating oversight risks; no lead independent director disclosed .
- Director Pay: Employee directors (Rosén, Hayward, Silva) received no additional director compensation; independent directors receive cash retainers and committee fees per policy .
Compensation Structure Analysis
- Cash vs Equity Mix: Hayward’s 2023 total compensation was dominated by stock/option awards ($518,426 stock; $604,638 options) with salary deferred/reduced amid capital constraints; 2024 pay primarily salary ($107,800) without equity grants disclosed in the proxy .
- Award Modifications: December 18, 2023 amendments fully vested options tied to compensation forgiveness and restructured RSU vesting to IPO/CoC—accelerating potential liquidity and altering risk alignment; repricing is not disclosed, but vesting changes are a governance watchpoint .
- Performance Metrics: No disclosed objective performance metric weightings/payouts for Hayward’s awards; Board notes discretion to grant bonuses; 2023/2025 plans permit performance awards but individual metric usage was not reported .
Related Party & Capital Structure Considerations
- Executive Compensation Forgiveness (9/29/2023): Companywide forgiveness of $4.19M accrued compensation exchanged for options (2,353,661) and RSUs (1,399,834); later amended on 12/18/2023 to fully vest options, replace RSUs with IPO/CoC vest, and forgive $583,213 of bonuses in exchange for additional equity—broad insider alignment with equity but creates potential dilution/vesting acceleration risks .
- Financing (SEPA with Yorkville, 10/24/2025): Up to $20M equity line and $6M pre‑paid advances via convertible notes (8% interest, 7% OID; fixed conversion price $1.50, price‑protection down to $0.296 floor; monthly installment mechanics), subject to Nasdaq 19.99% Exchange Cap unless shareholders approve—material dilution potential depending on pricing and conversions .
- Restrictions: While SEPA notes are outstanding, proceeds from advances are applied first to note repayments; limitations on paying certain related party debts/bonuses are specified, with partial bonus payments permitted in tranches after pre‑paid advances—affects executive cash flows and may increase reliance on equity awards .
Equity Ownership & Retention Risk Indicators
- Alignment: 11.1% beneficial ownership indicates strong skin‑in‑the‑game; however, substantial unexercisable options and RSUs suggest vesting/event timing drives realized value .
- Insider Selling Pressure: Event‑based RSU vesting (IPO/CoC) and potential conversion‑related dilutions could create windows of increased insider liquidity; no pledging disclosed; Insider Trading Policy and Clawback policy are in place .
- Severance/CoC Economics: 12‑month salary continuation, target bonus proration, and full equity acceleration upon qualifying termination indicate generous change‑in‑control protections; presence of 280G gross‑up is a shareholder‑unfriendly flag .
Investment Implications
- High insider ownership and equity‑heavy compensation link Hayward’s incentives to long‑term equity value, but accelerated vesting tied to IPO/CoC and 280G gross‑ups temper pay‑for‑performance purity and raise governance flags .
- SEPA/convertible notes introduce material dilution scenarios (fixed $1.50 conversion with price protection to $0.296 floor) that can pressure per‑share economics; monitoring shareholder approvals and issuance pacing is critical for trading and valuation .
- Absence of disclosed objective performance metrics/payouts for Hayward’s recent awards reduces transparency on incentive alignment; future adoption of the 2025 plan could institutionalize performance‑based compensation if implemented with robust targets .
- Salary reductions and compensation forgiveness indicate cash constraints historically; retention risk is mitigated by equity acceleration on termination/CoC but creates potential overhang if liquidity events are pursued primarily for vesting outcomes .