Saleem Elmasri
About Saleem Elmasri
Saleem Elmasri, 40, has served as Chief Financial Officer and Secretary of Jupiter Neurosciences, Inc. (JUNS) since January 1, 2023; he is a CPA with 15+ years in financial/management consulting and holds B.S. degrees in Accounting and Finance from Rutgers University (2007) . His CFO role is delivered via a Master Services Agreement with Titan Advisory Services LLC, which governs his compensation mechanics; the Board has stated it has not granted performance‑based stock options to date and uses discretionary incentives, indicating no formal TSR/revenue/EBITDA metric tie‑ins disclosed for executive pay .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Senior Manager | 2007–2018 | Led audit/consulting on Fortune 500 clients, with focus on Life Sciences and Pharma . |
| Pine Hill Group LLC | Senior Director | 2018–2019 | Transaction and complex accounting advisory at boutique firm . |
| DLA LLC | Managing Director | 2019–2020 | Led internal audit/accounting advisory/corporate finance services . |
| DLA LLC | Consultant | 2020–2021 | Provided accounting advisory and corporate finance consulting . |
| Titan Advisory Services LLC | Principal/Managing Partner | 2020–2022 | CFO services for early‑stage companies; platform for JUNS CFO engagement . |
| Jupiter Neurosciences, Inc. | CFO & Secretary | 2023–present | Overall financial strategy, budgeting, SEC reporting, and tax oversight under Titan MSA . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Titan Advisory Services LLC | Managing Partner (co‑owned with spouse) | Ongoing | Provides outsourced CFO services; contractual provider to JUNS under MSA/SOW . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Salary ($) | – (compensation deferred; base reduced to $250,000 then $60,000 via Titan) | 127,006 |
| Bonus ($) | – | – |
| Stock Awards ($, grant‑date fair value) | 88,168 | – |
| Option Awards ($, grant‑date fair value) | 690,335 | – |
| All Other Compensation ($) | – | – |
| Total ($) | 778,503 | 127,006 |
| Titan MSA/SOW Cash Fee Schedule | Effective Date | Monthly Fee ($) | Notes |
|---|---|---|---|
| Initial MSA | 12/31/2022 | 25,000 | Includes option grant and indemnification; 10‑year option term . |
| Amendment | 01/31/2023 | 20,000 | Until $1.5M capital raised . |
| Reduction Period | 10/01/2023 (retroactive) | 5,000 | Until $1.5M capital raised; post‑expiration base adjusted to 105% of original . |
| 2025 SOW | 12/17/2024 | 20,000 | Aggregate $240,000 for calendar 2025; Titan eligible for cash bonuses/equity at Company discretion . |
Performance Compensation
| Incentive Type | Grant Date | Metric/Condition | Target | Actual/Payout | Vesting | Terms |
|---|---|---|---|---|---|---|
| Stock Options (CFO – Titan) | 01/01/2023 | Time‑based (no disclosed performance metric) | n/a | n/a | 25% at issuance; remainder vests quarterly over 24 months; 10‑year term | 562,500 options; $1.33 strike; change‑of‑control accelerates vesting . |
| Stock Options (CFO) | 09/29/2023 | Time‑based | n/a | n/a | Standard option vesting (award details not specifying performance) | 81,600 options; $1.33 strike . |
| Stock Options (CFO) | 12/18/2023 | Time‑based | n/a | n/a | Standard option vesting (award details not specifying performance) | 22,320 options; $1.33 strike . |
| Bonus Package — Stock Options | 07/02/2025 | Award for IPO execution/forgoing comp & debt forgiveness | n/a | n/a | Equal installments over 3 years from grant date | 102,128 options at $1.19 strike; 10‑year term . |
| Cash Bonus (Titan Advisory Services) | 07/02/2025 | Liquidity condition | >$3.5M cash on hand | $72,000 payable once condition met | n/a | Approved with other officer bonuses; payable only after Cash on Hand Requirement . |
- Executive compensation philosophy: Board determines compensation and may grant incentive bonuses based on Company objectives and revenue; Board has not granted any performance‑based stock options to date but reserves right to do so .
Equity Ownership & Alignment
| Ownership Detail (as of Oct 15, 2025) | Value |
|---|---|
| Beneficial Ownership (shares) | 732,712 |
| Ownership (% of class) | 2.0% |
| Shares acquirable within 60 days (vested RSUs and options) | 66,292 RSUs; 666,420 options |
| Insider trading/pledging | No pledging disclosed; Insider Trading Policy adopted . |
| Outstanding Equity Awards (as of Dec 31, 2024) | Exercisable (#) | Unexercisable (#) | Exercise Price ($/share) | Expiration | Unvested Stock Units (#) | Market Value of Unvested Units ($) |
|---|---|---|---|---|---|---|
| Options — Saleem Elmasri | 0 | 666,420 | 1.33 | 2032–2033 | – | 66,292 |
- Equity plans authorized (12/31/2024): 13,619,527 securities to be issued upon exercise under plans with weighted‑average exercise price $1.04; 5,849,061 remaining for future issuance under approved plans .
Employment Terms
- CFO engagement via Titan MSA: Services include financial strategy, budgeting/forecasting, SEC reporting, and tax oversight; Company indemnifies Titan (and its principals) and caps Titan liability to fees per SOW unless gross negligence/willful misconduct; disputes go to mediation/arbitration .
- Vesting acceleration: CFO options under MSA accelerate and vest immediately upon merger/acquisition/change‑of‑control .
- Non‑solicitation: One year post‑term for both parties under MSA .
- 2025 SOW scope: Defines deliverables and $20,000 monthly fee; Titan eligible for cash bonuses/equity at Company discretion; standard payment terms .
- Clawback policy: Adopted March 26, 2025; requires recovery of incentive‑based compensation tied to Financial Reporting Measures over the three years prior to an Accounting Restatement determination .
- NEO employment agreements (CEO/CSO reference for context): Include 12‑month base‑salary continuation, target bonus proration, automatic vesting upon termination without Cause or for Good Reason; non‑compete (nine months), non‑solicit (three years), and 280G excise‑tax gross‑up; CFO is engaged via MSA and not covered by these employment agreements .
Investment Implications
- Pay structure and alignment: CFO compensation delivered via a related‑party consulting MSA (Titan), with option acceleration on change‑of‑control — a potential governance/transaction incentive that could align with strategic outcomes but may raise related‑party optics; Board’s clawback policy helps mitigate accounting restatement risk .
- Vesting and selling pressure: Significant cumulative options (including 666,420 unexercisable at YE 2024 plus 102,128 granted in 2025) vest over time, with 3‑year vest in 2025 award — monitor Form 4 filings for potential selling pressure as tranches vest .
- Performance linkage: No disclosed use of formal financial/TSR performance metrics in executive equity or bonus design; incentives remain discretionary, with 2025 awards tied to IPO execution and prior concessions — assess incentive quality vs. operating milestones to judge pay‑for‑performance .
- Ownership: 2.0% beneficial stake (including shares acquirable within 60 days) offers some alignment, though not a controlling position; Insider Trading Policy in place; no pledging disclosed .
- Governance red flags to track: 280G gross‑ups in NEO agreements (CEO/CSO) are shareholder‑unfriendly; related‑party MSA includes broad indemnification of Titan; ensure continued Board oversight and transparent disclosures around fees, bonuses, and equity awards to Titan/CFO .