Jupiter Wellness, Inc. appointed Brian John as new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On May 1, 2023, the board of directors (the "Board") of Jupiter Wellness, Inc. (the "Company") re-appointed Brian John as the Chief Executive Officer of the Company for a guaranteed two-year term with auto extension/renewal.


Brian S. John, Chief Executive Officer and Director, is one of our founders and has served as our Chief Executive Officer since October 2018. For the past 20 years, Brian has been an investor and advisor to companies around the globe. He is the founder of Caro Partners, LLC, a financial consulting firm specializing in assisting emerging growth companies primarily in the sub- $100 million space, and has worked with hundreds of companies in dozens of countries over the last 25 years. Mr. John was the Chief Executive Officer of Teeka Tan Products Inc., a sun care company he co-founded in 2004 and later sold. He also serves on the board of directors of The Learning Center at the Els Center of Excellence-a school for children with autism in Jupiter, Florida. In August 2015, Mr. John voluntarily petitioned the United States Bankruptcy Court in the Southern District of Florida (case #15-24036-PGH) for personal bankruptcy under Chapter 7 of the United States bankruptcy Code. The debtor, Mr. John, was discharged in February 19, 2016 and the matter was terminated in April 2017. There were no allegations of fraud made in the proceedings.


In connection with his employment as the Chief Executive Officer, the Company entered into an employment agreement with Mr. John (the "John Agreement"). Pursuant to the John Agreement, Mr. John is entitled to:


- Compensation: $300,000 for 2023 increasing annually by 10% for each year thereafter. 


- Performance Bonus: Based on Compensation Committee recommendations to the Board. 


- Investment Bonus: Eligible as CIO for 20% bonus on profits from investments. 


- Stock Options: Based on Compensation Committee recommendations to the Board. 


- Termination: Other than for cause - two years comp 


On May 1, 2023, the Board re-appointed Dr. Glynn Wilson as the Chief Scientific Officer of the Company for a guaranteed two-year term with auto extension/renewal.


Dr. Glynn Wilson, Chairman, Chief Scientific Officer, has served as one of our directors since November 2018. Mr. Wilson was appointed our Chief Scientific Officer on April 2021 and as our Chairman in October 2019. He has served as our Head of Research and Development from October 2019 to July 2021. Dr. Wilson previously served as a Director of TapImmune, Inc. from February 2005 until October, 2018 and as Chief Executive Officer from July 2009 through September 2017. Dr. Wilson also served as President of Auriga Laboratories, Inc. from June 1, 2005 through March 13, 2006, and as Chief Scientific Officer from March 13, 2016 through August 25, 2006. He was the Chief Scientific Officer at Tacora Corporation from 1994 to 1997 and was the Vice-President, R&D, at Access Pharmaceuticals from 1997 to 1998. Dr. Wilson was Research Area Head, Cell and Molecular Biology in Advanced Drug Delivery at Ciba-Geigy Pharmaceuticals from 1984-1989 and Worldwide Head of Drug Delivery at SmithKline Beecham from 1989 to 1994. He was a faculty member at Rockefeller University, New York, in the laboratory of the Nobel Laureates, Sanford Moore and William Stein, from 1974 to 1979. Dr. Wilson is a recognized leader in the development of drug delivery systems and has been involved in taking lead products & technologies from concept to commercialization. Dr. Wilson has a Ph. D. in Biochemistry and conducted medical research at The Rockefeller University, New York. Dr. Wilson brings an extensive background of success in corporate management and product development with tenures in both multinational and start-up biotech organizations.


In connection with his employment as the Chief Scientific Officer, the Company entered into an employment agreement with Dr. Wilson (the "Wilson Agreement" along with the John agreement as the "Employment Agreements"). Pursuant to the Wilson Agreement, Dr. Wilson is entitled to:


- Compensation: $175,000 for 2023 increasing annually by 10% for each year thereafter. 


- Performance Bonus: Based on Compensation Committee recommendations to the Board. 


- Stock Options: Based on Compensation Committee recommendations to the Board. 


- Termination: Other than for cause - two years comp 


The foregoing description of each of the Employment Agreements does not purport to be complete and is qualified in its entirety by the text of the Employment Agreement which is filed as Exhibit 10.1 and Exhibit 10.2 hereto, respectively, and is incorporated herein by reference.


There are no arrangements or understandings between the Company and the newly appointed executive officer or director and any other person or persons pursuant to which each executive officer or director was appointed and there is no family relationship between or among any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer.


There are no transactions between the Company and any newly appointed executive officer or director that are reportable pursuant to Item 404(a) of Regulation SK. The Company did not enter into or materially amend any material plan, contract or arrangement with any newly appointed executive officer or director in connection with his or her appointment as a director or executive officer.