Nicholas Hemmerly
About Nicholas H. Hemmerly
Independent director of Jupiter Neurosciences, Inc. (JUNS) since September 8, 2021; age 43. Managing Director and Co-Head of Investment Banking at Clear Street LLC since June 2023, with 18+ years of investment banking experience and ~$25B of completed debt and equity transactions. Prior roles include Head of Investment Banking at Bridgeway Capital Partners; Director, Head of Life Sciences (U.S. M&A and capital raising) at PwC (Mar 2016–Feb 2020); Vice President at Jefferies (Jun 2014–Mar 2016); investment banking roles at JPMorgan Healthcare and JMP Securities; began career as analyst at Wachovia Securities. Also serves as an independent director at Liberty Star Uranium & Metals Corp.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLC | Director, Head of Life Sciences (U.S. M&A, capital raising) | Mar 2016–Feb 2020 | Led transactions in specialty/generic pharma, healthcare consumer products, contract manufacturing |
| Jefferies LLC | Vice President, Healthcare | Jun 2014–Mar 2016 | Executed M&A and financings in pharma/life sciences |
| JPMorgan Chase & Co. | Investment Banking, Healthcare Group | Not disclosed | Transaction execution/coverage (experience stated) |
| JMP Securities LLC | Investment Banking, Healthcare Group | Not disclosed | Transaction execution/coverage (experience stated) |
| Wachovia Securities | Analyst | Not disclosed | Started career (foundation in IB) |
| Bridgeway Capital Partners | Head of Investment Banking | Not disclosed | Merchant banking leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Clear Street LLC | Managing Director & Co-Head of Investment Banking | Since Jun 2023 | Broad transactional experience (~$25B) |
| Liberty Star Uranium & Metals Corp. | Independent Director | Not disclosed | Current public company directorship |
Board Governance
- Board independence: Hemmerly is one of four independent directors (out of seven); Board holds executive sessions of independent directors. Majority independent under Nasdaq rules.
- Nominations: Standing for election for a term expiring at the 2026 annual meeting.
- Committee assignments:
- Compensation Committee: Chair (authorization includes management compensation, incentive plan administration, advisor independence).
- Audit Committee: Member (oversight includes auditor retention, scope/results, fees, internal controls, related-party transaction review, complaint procedures).
- Nominating & Corporate Governance Committee: Member (director nominations, governance guidelines, director compensation review, evaluations).
- Attendance: In 2024, each director attended more than 75% of combined Board and applicable committee meetings; Board met 5 times; Audit Committee 4; Compensation and Nominating Committees held no meetings.
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Annual Board retainer | $30,000 | Paid quarterly |
| Compensation Committee chair fee | $10,000 | Paid quarterly |
| Audit Committee member fee | $5,000 | Paid quarterly |
| Nominating Committee member fee | $4,000 | Paid quarterly |
| Total fees earned | $49,000 | Disclosed 2024 director compensation |
Performance Compensation
| Award Type | Grant Date | Quantity | Terms | Current Status/Notes |
|---|---|---|---|---|
| Non-employee director stock option | Oct 1, 2021 | Up to 67,500 shares | Exercise price $1.33; vests ratably over 36 months, service-contingent | |
| Options exercisable within 60 days (beneficial ownership) | As of Oct 24, 2025 | 193,737 shares | Vested/exercisable within 60 days included in beneficial ownership calc | |
| RSUs convertible within 60 days (beneficial ownership) | As of Oct 24, 2025 | 95,550 units | Vested/settleable within 60 days included in beneficial ownership calc | |
| Equity award treatment on change-in-control (plan) | N/A | N/A | If awards not assumed/substituted, outside directors’ options/SARs vest, RSU restrictions lapse; performance goals deemed met at 100% unless award agreement specifies otherwise |
2023 plan amendments: Company-wide amendment on Dec 18, 2023 accelerated vesting of certain options and replaced prior RSUs with units vesting upon IPO or change-of-control; involved various employees and board members (aggregate instruments disclosed).
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Liberty Star Uranium & Metals Corp. | Independent Director | None disclosed with JUNS suppliers/customers/competitors |
- Independence confirmations in director agreements state no material relationships with significant holders or competitors that would impair independent judgment.
- No disclosed related-party transactions involving Hemmerly; Audit Committee authorized to review/approve related-party transactions.
Expertise & Qualifications
- 18+ years of investment banking experience across M&A and capital raising in life sciences and pharmaceuticals; leadership roles at Clear Street, Bridgeway, PwC, Jefferies; transaction volume ~$25B.
- Qualified to serve on Audit Committee; chairs Compensation Committee; member of Nominating & Corporate Governance Committee.
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Outstanding | RSUs within 60 days | Options within 60 days |
|---|---|---|---|---|
| Nicholas H. Hemmerly | 289,287 | <1% | 95,550 | 193,737 |
| Basis for % | 34,426,355 shares outstanding (Record Date Oct 24, 2025) | Calculation per SEC rules includes instruments exercisable/convertible within 60 days | ||
- Pledging/hedging: Not disclosed; Company maintains an Insider Trading Policy for directors/officers/employees.
- Stock ownership guidelines for directors: Not disclosed; non-employee director equity award caps under plans exist (2023 Plan $750,000 annual cap, $1,500,000 initial; 2025 Plan $750,000 annual cap including cash and equity, $1,000,000 for first year).
Governance Assessment
-
Strengths
- Majority-independent Board; Hemmerly among independent cohort; executive sessions held.
- Robust committee structure with Hemmerly leading Compensation and serving on Audit/Nominating, aligning expertise with oversight needs.
- Clawback policy adopted March 26, 2025 in compliance with SEC/Nasdaq; equity plans include clawback and change-of-control treatment clarity.
- Attendance compliance (>75%) in 2024 across Board and applicable committees.
-
Watch items
- Combined Chair/CEO structure; reliance on independent director oversight to mitigate concentration of power.
- Compensation and Nominating Committees held no meetings in 2024; operational cadence should be monitored for effectiveness as company scales.
- External employment as Co-Head of Investment Banking (Clear Street) could pose potential conflicts if the firm engages in transactions with JUNS; no such related-party dealings disclosed, but ongoing monitoring advisable.
- Significant share authorization increase and SEPA financing with convertible notes introduce dilution/change-of-control considerations; Audit and Compensation oversight of financing terms and equity plan usage should remain vigilant.
Overall, Hemmerly brings deep capital markets and life sciences transaction expertise, chairs the Compensation Committee, and maintains independence, with clean related-party disclosures. Key governance risks relate to Board leadership structure and committee activity cadence rather than director-specific conflicts.