DEF 14A

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90 c

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:



☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Pursuant to §240.14a-12

Janux Therapeutics, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


☒		No fee required
☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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10955 Vista Sorrento Parkway, Suite 200

San Diego, California 92130

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 11, 2025

Dear Stockholder:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Janux Therapeutics, Inc., a Delaware corporation, which will be held virtually over the internet, on Wednesday, June 11, 2025 at 1:30 p.m. Pacific Time. The Annual Meeting is being held for the following purposes:

To elect the three nominees for Class I director named in the accompanying proxy statement to serve for three-year terms until the 2028 Annual Meeting of Stockholders.

To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025.

To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the proxy statement.

To indicate, on an advisory basis, the preferred frequency of holding future stockholder votes to approve the compensation of our named executive officers.

To conduct any other business properly brought before the Annual Meeting.

These items of business are more fully described in the proxy statement accompanying this Notice.

Our Board of Directors recommends a vote “FOR” for the election of all nominees for Class I director to our Board of Directors, “FOR” the ratification of the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025, “FOR” the advisory approval of the compensation of our named executive officers, as disclosed in the proxy statement, and for a “ONE YEAR” frequency of holding future stockholder votes to approve the compensation of our executive officers. The accompanying proxy statement contains additional information and should be carefully reviewed by stockholders.

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The record date for the Annual Meeting is April 17, 2025. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment or postponement thereof.

     By Order of the Board of Directors,

    

     /s/ David Campbell, Ph.D.

    

     David Campbell, Ph.D.
President and Chief Executive Officer

San Diego, California

April 25, 2025

You are cordially invited to attend the Annual Meeting. Whether or not you expect to attend the Annual Meeting, you are urged to cast your vote as soon as possible. You may vote your shares via the internet or via a toll-free telephone number by following the instructions on the Notice of Internet Availability of Proxy Materials or the proxy card. In addition, if you received paper copies of the proxy materials by mail, you can also vote by mail by following the instructions on the proxy card. Submitting a proxy card will not prevent you from attending the Annual Meeting and voting at the Annual Meeting if you so desire. Please note, however, that if your shares are held of record by a broker, bank, or other nominee and you wish to vote at the Annual Meeting, you must obtain from the record holder a proxy issued in your name.

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TABLE OF CONTENTS


	Page
Questions and Answers About these Proxy Materials and Voting	2
Proposal 1 Election of Directors	9
Information Regarding the Board of Directors and Corporate Governance	13
Proposal 2 Ratification of Selection of Independent Registered Public Accounting Firm	22
Proposal 3 Advisory Vote on Executive Compensation	24
Proposal 4 Advisory Vote on the Frequency of Future Advisory Stockholder Votes on Executive Compensation	25
Executive Officers	26
Executive Compensation	28
Director Compensation	45
Security Ownership of Certain Beneficial Owners and Management	49
Certain Relationships and Related Party Transactions	52
Householding of Proxy Materials	54
Other Matters	55

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10955 Vista Sorrento Parkway, Suite 200

San Diego, California 92130

PROXY STATEMENT

FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS

To be held on June 11, 2025

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why did I receive a notice regarding the availability of proxy materials on the internet?

We have sent you a Notice of Internet Availability of Proxy Materials (the “Notice”) because the Board of Directors (sometimes referred to as the “Board”) of Janux Therapeutics, Inc. (sometimes referred to as “we,” “us,” the “Company” or “Janux”) is soliciting your proxy to vote at the 2025 Annual Meeting of Stockholders, including at any adjournments or postponements of the meeting (the “Annual Meeting”). Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the internet. Accordingly, we have sent the Notice to our stockholders of record. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice.

We intend to mail the Notice on or about April 25, 2025 to all stockholders of record entitled to vote at the Annual Meeting.

Will I receive any other proxy materials by mail?

We may send you a proxy card, along with a second notice, on or after May 7, 2025.

What is the format of the Annual Meeting?

The Annual Meeting will be held in a virtual meeting format only with no physical in person meeting. A summary of the information you need to attend the Annual Meeting is provided below:

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To participate, vote or submit questions during the Annual Meeting via live webcast, you must register in advance at www.proxydocs.com/JANX prior to the deadline of Tuesday, June 10, 2025 at 5:00 p.m. Eastern Time and provide the control number as set forth in the Notice, or proxy card, or voting instruction form at www.proxydocs.com/JANX. Upon completing your registration, you will receive further instructions via email, including unique links to access the Annual Meeting and to submit questions in advance of the Annual Meeting.

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Any stockholder may listen to the Annual Meeting and participate live via webcast at www.proxydocs.com/JANX. The webcast will begin at 1:30 p.m. Pacific Time on June 11, 2025.

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To enter the Annual Meeting, please have your control number which is available on your Notice, your proxy card or the instructions that accompanied your proxy materials.

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Instructions on how to connect to and participate in the Annual Meeting via the internet, including how to demonstrate proof of stock ownership, are posted at www.proxydocs.com/JANX.

Can I attend the Annual Meeting?

We will be hosting the Annual Meeting via live webcast on the internet. You will not be able to attend the Annual Meeting in person. Any stockholder can listen to and participate in the Annual Meeting live via the internet at www.proxydocs.com/JANX. The webcast will start at 1:30 p.m. Pacific Time on June 11, 2025. Stockholders may vote and submit questions while connected to the Annual Meeting on the internet.

What do I need to be able to participate in the Annual Meeting online?

To participate, vote or submit questions during the Annual Meeting via live webcast, you must register in advance at www.proxydocs.com/JANX prior to the deadline of Tuesday, June 10, 2025 at 5:00 p.m. Eastern Time and provide the control number as provided described in the Notice, or proxy card, or voting instruction form at www.proxydocs.com/JANX. Upon completing your registration, you will receive further instructions via email, including unique links to access the Annual Meeting and to submit questions in advance of the Annual Meeting.

You will need the control number included on your Notice, your proxy card or the instructions that accompanied your proxy materials to be able to vote your shares or submit questions during the Annual Meeting. Instructions on how to connect and participate in the Annual Meeting via the internet, including how to demonstrate proof of stock ownership, are posted at www.proxydocs.com/JANX.

Will a list of record stockholders as of the record date be available?

For the ten days ending the day prior to the Annual Meeting, a list of our record stockholders as of the close of business on the record date will be available for examination by any stockholder of record for a legally valid purpose at our corporate headquarters during regular business hours. To access the list of record stockholders, stockholders should email investors@januxrx.com.

Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on April 17, 2025 will be entitled to vote at the Annual Meeting. On this record date, there were 59,168,490 shares of common stock outstanding and entitled to vote.

Stockholder of Record: Shares Registered in Your Name

If on April 17, 2025 your shares were registered directly in your name with the Company’s transfer agent, Equiniti Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to fill out and return the proxy card that may be mailed to you, or vote by proxy over the telephone or on the internet as instructed below, to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If on April 17, 2025 your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account(s). You are also invited to attend the Annual Meeting by registering in advance at www.proxydocs.com/JANX. However, since you are not the stockholder of record, you may be required to

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obtain a valid proxy from your broker or other agent in order to vote your shares at the Annual Meeting. Follow the instructions you receive from your brokerage firm, bank, dealer, or other similar organization.

What am I voting on?

There are four matters scheduled for a vote:

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Election of the three nominees for Class I director named in this proxy statement to serve for three-year terms until the 2028 Annual Meeting of Stockholders (Proposal 1);

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Ratification of the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025 (Proposal 2);

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The advisory approval of the compensation of our named executive officers (“Say-on-Pay”), as disclosed in the proxy statement (Proposal 3); and

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The advisory indication of the preferred frequency of holding future Say-on-Pay advisory votes on executive compensation (Proposal 4).

What if another matter is properly brought before the Annual Meeting?

The Board of Directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the proxy to vote on those matters in accordance with their best judgment.

How do I vote?

For Proposal 1, the election of directors, you may either vote “For” all of the nominees to the Board of Directors or you may “Withhold” your vote for any nominee you specify. For Proposals 2 and 3, you may vote “For” or “Against” or you may abstain from voting. For Proposal 4, the advisory vote on how frequently we should solicit stockholder advisory approval of executive compensation, you may vote for any one of the following: one year, two years or three years, or you may abstain from voting on that matter. The procedures for voting are as follows:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote at the Annual Meeting, vote by proxy over the telephone, vote by proxy through the internet, or vote by proxy using the proxy card that you may request or that we may elect to deliver at a later time. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote even if you have already voted by proxy.

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To vote during the Annual Meeting, follow the instructions posted at www.proxydocs.com/JANX. You must register in advance at www.proxydocs.com/JANX prior to the deadline of Tuesday, June 10, 2025 at 5:00 p.m. Eastern Time to be able to vote during the Annual Meeting.

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To vote over the telephone, dial toll-free (866) 428-0096 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and control number from the Notice or the proxy card that we may deliver. Your telephone vote must be received by 11:59 p.m. Pacific Time on June 10, 2025 to be counted.

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To vote through the internet, go to www.proxypush.com/JANX to complete an electronic proxy card. You will be asked to provide the company number and control number from the Notice or the proxy card that we may deliver. Your internet vote must be received by 11:59 p.m. Pacific Time on June 10, 2025 to be counted.

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To vote using the proxy card, simply complete, sign and date the proxy card that may be delivered to you and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a Notice containing voting instructions from that organization rather than from Janux. Simply follow the voting instructions in the Notice to ensure that your vote is counted. Alternatively, you may vote by telephone or over the internet as instructed by your broker, bank, or other agent. To vote at the Annual Meeting, you may be required to obtain a valid proxy from your broker, bank, or other agent. Follow the instructions from your broker, bank, or other agent included with these proxy materials, or contact that organization to request a proxy form, and you also must register in advance at www.proxydocs.com/JANX prior to the deadline of Tuesday, June 10, 2025 at 5:00 p.m. Eastern Time.

We provide internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common stock you own as of April 17, 2025.

What happens if I do not vote?

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record and do not vote by completing a proxy card, by telephone, through the internet, or at the Annual Meeting, your shares will not be voted.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner and do not instruct your broker, bank, or other agent how to vote your shares, the question of whether your broker or nominee will still be able to vote your shares depends on whether the proposal is deemed to be a “routine” matter. Brokers and nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered “routine,” but not with respect to “non-routine” matters. Under the relevant rules and interpretations, “non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation (including any advisory stockholder votes on executive compensation and on the frequency of stockholder votes on executive compensation), and certain corporate governance proposals, even if management-supported. Accordingly, without your instructions, your broker or nominee may not vote your shares on Proposal 1, 3 or 4, but may vote your shares on Proposal 2.

What if I return a proxy card or otherwise vote but do not make specific choices?

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the election of all nominees for director named in this proxy statement, “For” the ratification of the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025, “For” the advisory approval of the compensation of our named executive officers, as disclosed in the proxy statement, and for a “One Year” frequency of holding future Say-on-Pay advisory votes on executive compensation. If any other matter is properly presented at the Annual Meeting, your proxy

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holder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may reimburse brokerage firms, banks, and other agents for the cost of forwarding proxy materials to beneficial owners.

What does it mean if I receive more than one Notice?

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the Notices to ensure that all your shares are voted.

Can I change my vote after submitting my proxy?

Stockholder of Record: Shares Registered in Your Name

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

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You may submit another properly completed proxy card with a later date.

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You may grant a subsequent proxy by telephone or through the internet.

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You may send a timely written notice that you are revoking your proxy to our Corporate Secretary at 10955 Vista Sorrento Parkway, Suite 200, San Diego, California 92130. To be timely, a written notice revoking your proxy must be received by 11:59 p.m. Pacific Time on June 10, 2025.

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You may attend and vote during the Annual Meeting, which will be hosted via the internet. Simply attending the Annual Meeting will not, by itself, revoke your proxy.

Your most current proxy card or telephone or internet proxy is the one that is counted.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If your shares are held by your broker, bank or other agent, you should follow the instructions provided by your broker, bank, or other agent with respect to changing your vote.

When are stockholder proposals and director nominations due for the 2026 Annual Meeting of Stockholders?

To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by December 26, 2025, to the attention of our Corporate Secretary at 10955 Vista Sorrento Parkway, Suite 200, San Diego, California 92130. If you wish to submit a proposal (including a director nomination) at the 2026 Annual Meeting of Stockholders that is not to be included in next year’s proxy materials, your written request must be received by our Corporate Secretary between February 11, 2026 and March 13, 2026. You are also advised to review our Amended and Restated Bylaws (“Bylaws”), which contain additional requirements about advance notice of stockholder proposals and director nominations. In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our Board of Director’s nominees must provide notice that sets forth any additional information required by Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), no later than April 12, 2026.

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How are votes counted?

Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count, for the proposal to elect directors, votes “For,” “Withhold,” and broker non-votes; with respect to Proposal 2, votes “For” and “Against,” abstentions and, if applicable, broker non-votes; with respect to Proposal 3, votes “For” and “Against,” abstentions and, if applicable, broker non-votes; and, with respect to Proposal 4, votes “One Year,” “Two Years” “ and “Three Years,” abstentions and, if applicable, broker non-votes. Abstentions will have no effect on Proposal 1. Abstentions will be counted towards the vote total for Proposals 2 and 3 and will have the same effect as “Against” votes. Abstentions will be counted towards the vote total for Proposal 4 and will have the effect of a vote against each of the proposed frequencies. Broker non-votes will be counted towards the presence of a quorum but will not be counted towards the vote total for any proposal.

What are “broker non-votes”?

As discussed above, when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed to be “non-routine,” the broker or nominee cannot vote the shares. These un-voted shares are counted as “broker non-votes.”

As a reminder, if you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank, or other agent by the deadline provided in the materials you receive from your broker, bank, or other agent.

How many votes are needed to approve each proposal?

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For the election of directors, the three nominees receiving the most “For” votes from the holders of shares present at the Annual Meeting or represented by proxy and entitled to vote on the election of directors will be elected. Only votes “For” will affect the outcome.

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To be approved, the ratification of the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 must receive “For” votes from the holders of a majority of shares present at the Annual Meeting or represented by proxy and entitled to vote on the matter. If you mark your proxy to “Abstain” from voting, it will have the same effect as an “Against” vote. Broker non-votes will have no effect.

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To be approved on an advisory basis, the vote on the compensation of our named executive officers must receive “For” votes from the holders of a majority of shares present at the Annual Meeting or represented by proxy and entitled to vote on the matter. If you mark your proxy to “Abstain” from voting, it will have the same effect as an “Against” vote. Broker non-votes will have no effect. Since this proposal is an advisory vote, the result will not be binding on our Board of Directors. However, our Board of Directors values our stockholders’ opinions, and our Board of Directors and the Compensation Committee will take into account the outcome of the advisory vote when considering future executive compensation decisions.

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For the advisory vote on the frequency of future advisory stockholder votes to approve the compensation of our named executive officers, the frequency receiving votes from the holders of a majority of shares present at the Annual Meeting or represented by proxy and entitled to vote on the matter will be determined to be the preferred frequency with which the Company is to hold an advisory stockholder vote to approve the compensation paid to the Company’s named executive officers. If you mark your proxy to “Abstain” from voting, it will have the effect of a vote against each of the proposed frequencies. Broker non-votes will have no effect. Since this proposal is an advisory vote, the result will not be binding on our Board of Directors. However, our Board of Directors values our stockholders’ opinions, and our Board of Directors

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and the Compensation Committee will take into account the outcome of the advisory vote when considering future executive compensation decisions.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding a majority of the outstanding shares entitled to vote are present at the Annual Meeting or represented by proxy. On the record date, there were 59,168,490 shares outstanding and entitled to vote. Thus, the holders of at least 29,584,246 shares must be present or represented by proxy at the Annual Meeting to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank, or other nominee) or if you vote at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of shares present at the Annual Meeting or represented by proxy may adjourn the Annual Meeting to another date.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

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PROPOSAL 1

ELECTION OF DIRECTORS

Our Board of Directors is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. Vacancies on the Board of Directors may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board of Directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified.

Our Board of Directors currently consists of nine members. There are three directors in Class I, the class whose term of office expires at this Annual Meeting: David Campbell, Ph.D., Ron Barrett, Ph.D., and Winston Kung. The three nominees for Class I director were nominated for re-election to the Board of Directors at the Annual Meeting by the Nominating and Corporate Governance Committee of the Board of Directors. If elected at the Annual Meeting, each of these nominees for director would serve for a three-year term until our 2028 Annual Meeting of Stockholders, and until his successor is duly elected and qualified, or until his earlier death, resignation or removal. It is our policy to invite directors and nominees for director to attend the Annual Meeting. All of our then active directors attended the 2024 Annual Meeting of Stockholders other than Sheila Gujrathi, M.D. Proxies cannot be voted for a greater number of persons than the number of nominees named in this proxy statement.

Directors are elected by a plurality of the votes of the holders of shares present or represented by proxy and entitled to vote at the Annual Meeting. Accordingly, the three nominees receiving the most “For” votes (among votes properly cast at the Annual Meeting or by proxy) will be elected. If no contrary indication is made, shares represented by executed or authenticated proxies will be voted “For” the election of the three nominees named above or, if any nominee becomes unavailable for election as a result of an unexpected occurrence, “For” the election of a substitute nominee designated by our Board of Directors. Each nominee has agreed to serve as a director if elected and we have no reason to believe that any nominee will be unable to serve.

The Nominating and Corporate Governance Committee seeks to assemble a Board of Directors that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise, and high-level management experience necessary to oversee and direct the Company’s business. The Nominating and Corporate Governance Committee and the Board of Directors also seek to attain diversity and balance among directors of race, gender, geography, thought, viewpoints, and backgrounds. To those ends, the Nominating and Corporate Governance Committee has identified and evaluated nominees in the broader context of the Board of Directors’ overall composition, with the goal of recruiting members who complement and strengthen the skills of other members through diversity and who also exhibit integrity, collegiality, sound business judgment, and other qualities that the Nominating and Corporate Governance Committee views as critical to effective functioning of the Board of Directors. The brief biographies below include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each director/nominee that led the Nominating and Corporate Governance Committee to recommend that person as a nominee. However, each of the members of the Nominating and Corporate Governance Committee may have a variety of reasons why he or she believes a particular person would be an appropriate nominee for the Board of Directors, and these views may differ from the views of other members.

Nominees for Election for a Three-year Term Expiring at the 2028 Annual Meeting

David Campbell, Ph.D., 66, is our founder and has served as President and Chief Executive Officer and as a member of our Board of Directors since our inception in June 2017. Prior to founding Janux, Dr. Campbell was an Entrepreneur in Residence at Avalon Ventures from March 2013 to December 2019. Dr. Campbell served as the Chief Scientific Officer for Sitari Pharmaceuticals, Inc. from November 2013 through August 2019 and for Iron Horse Therapeutics, Inc. from November 2015 to June 2019. Dr.

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Campbell served as the President and Chief Executive Officer of Enlibirum from November 2015 through December 2017. Dr. Campbell received a B.S. in Chemistry from Harvey Mudd College and a Ph.D. in Organic Chemistry from Cornell University, and received post-doctoral training under then University of California, Berkeley professor Dr. Peter Schultz.

The Nominating and Corporate Governance Committee and the Board of Directors believe that Dr. Campbell’s extensive experience as a senior executive officer of biotechnology companies and his educational background provide him with the qualifications and skills to serve as a member of our Board of Directors.

Ron Barrett, Ph.D., 69, has served as a member of our Board of Directors since September 2021. Dr. Barrett also serves as a member of the board of directors of Quadriga Biosciences, a private oncology company. Dr. Barrett served as Executive Chairman of Medikine, Inc., a biopharmaceutical company, from January 2023 to July 2023 and previously served as its Chief Executive Officer and Chairman of the board of directors from June 2017 until January 2023, and as its Executive Chair from December 2016 to June 2017. Dr. Barrett was a founder of XenoPort, Inc. (“XenoPort”), a biopharmaceutical company, and served as its Chief Executive Officer from 2001 to October 2015, its Chief Scientific Officer from 1999 to 2001 and as a member of its board of directors from 1999 to October 2015. Prior to XenoPort, Dr. Barrett held various positions at Affymax Research Institute, a drug discovery company now owned by GlaxoSmithKline plc, and Abbott Laboratories, a healthcare company. Dr. Barrett received a B.S. from Bucknell University and a Ph.D. in Pharmacology from Rutgers University.

The Nominating and Corporate Governance Committee and the Board of Directors believe that Dr. Barrett’s extensive experience with pharmaceutical and biotechnology companies and his educational background provide him with the qualifications and skills to serve as a member of our Board of Directors.

Winston Kung, 49, has served as a member of our Board of Directors since September 2022. Mr. Kung has served as the Chief Financial Officer and Treasurer of ArriVent BioPharma, Inc., a biopharmaceutical company, since January 2024. From December 2017 to January 2024, Mr. Kung served as the Chief Operating Officer and Chief Financial Officer of PMV Pharmaceuticals, Inc., a public precision oncology company. From April 2013 to November 2017, Mr. Kung held multiple positions at Celgene Corporation, a global biopharmaceutical company (acquired by Bristol-Myers Squibb), including Vice President of Business Development and Global Alliances, and Chief Business Officer at Celgene Cellular Therapeutics (a wholly-owned subsidiary of Celgene Corporation). Prior to Celgene, Mr. Kung worked at Citigroup from June 2010 to April 2013 in its Global Healthcare Investment Banking group and at Lehman Brothers (which was subsequently acquired by Barclays) from May 2007 to June 2010 in its Global Mergers and Acquisition Group. From August 2004 to May 2007, Mr. Kung worked at Amgen, Inc. (“Amgen”), a public biopharmaceutical company, as a co-founder of the Alliance Management group, and served as the deal lead on multiple acquisitions as part of the Corporate Development group. Mr. Kung also worked at Genentech Inc., a biotechnology company (acquired by Roche Holding AG), from November 1999 to September 2002 as part of the Business and Corporate Development group. Mr. Kung received a B.A. in Biology and International Relations from Brown University and a M.B.A. from Harvard Business School.

The Nominating and Corporate Governance Committee and the Board of Directors believe that Mr. Kung’s experience in corporate finance, accounting, operations, investor relations, capital markets and strategic business development provide him with the qualifications and skills to serve as a member of our Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH NAMED NOMINEE.

Directors Continuing in Office Until the 2026 Annual Meeting

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Sheila Gujrathi, M.D., 54, has served as a member of our Board of Directors since March 2021. Dr. Gujrathi also serves as the Chairperson of the board of directors of Immpact Bio, a biopharmaceutical company, and as the Executive Chair of the board of directors of Ventyx Biosciences, a public biopharmaceutical company. Dr. Gujrathi previously served as Chair of the board of directors of ADARx Pharmaceuticals, Inc., a biopharmaceutical company, from June 2020 to January 2025, and on the board of directors of Turning Point Therapeutics, Inc., a public biopharmaceutical company, from November 2017 to March 2021, and as Chair of the board of directors from April 2019 to March 2021. Dr. Gujrathi also previously served on the board of directors of Five Prime Therapeutics, Inc. (acquired by Amgen in April 2021) from December 2015 to June 2019 and Ambrx, Inc. from February 2014 until its acquisition in June 2015. Dr. Gujrathi is a Co-Founder of Gossamer Bio, Inc., a public biopharmaceutical company, and served as President and Chief Executive Officer from July 2018 to November 2020 and as President and Chief Operating Officer from October 2015 to June 2018 and as a member of its board of directors from October 2015 to November 2020. Previously, Dr. Gujrathi was the Chief Medical Officer of Receptos, Inc., a biopharmaceutical company, a position she held from June 2011 until its acquisition by Celgene Corporation in August 2015. Dr. Gujrathi joined Receptos, Inc. from Bristol-Myers Squibb Company ("Bristol-Meyers Squibb"), where she was Vice President of the Global Clinical Research Group in Immunology from 2008 until 2011. Prior to joining Bristol-Myers Squibb, Dr. Gujrathi worked at Genentech, Inc., where she held roles of increasing responsibility in the Immunology, Tissue Growth and Repair clinical development group from 2002 until 2008. From 1999 until 2002, Dr. Gujrathi was a management consultant at McKinsey & Company in the healthcare practice, where she provided strategic advice on a variety of projects in the healthcare and pharmaceutical industry. Dr. Gujrathi received her B.S. in Biomedical Engineering and an M.D. from Northwestern University in Medical Education. Dr. Gujrathi completed her internal medicine internship and residency at Brigham and Women’s Hospital, Harvard Medical School and is board certified in internal medicine. Dr. Gujrathi received additional training at the University of California, San Francisco and Stanford University in their Allergy and Immunology Fellowship Program.

The Nominating and Corporate Governance Committee and the Board of Directors believe that Dr. Gujrathi’s extensive experience as a senior executive officer at multiple biotechnology companies and educational background provide her with the qualifications and skills to serve as a member of our Board of Directors.

Natasha Hernday, 53, has served as a member of our Board of Directors since July 2024. Ms. Hernday brings extensive experience in business development, corporate strategy and alliance management, having served as Chief Business Officer and a member of the Executive Committee at Seagen Inc. (”Seagen”) from December 2022 until its acquisition by Pfizer in December 2023, and previously as Executive Vice President, Corporate Development from October 2020 until December 2022. Ms. Hernday joined Seagen in 2011 where she built and led the business development team responsible for licensing deals, acquisitions and strategic alliances. Prior to her role at Seagen, Ms. Hernday spent 16 years at Amgen, where she began her career in discovery research, then held various leadership positions in corporate development and corporate strategy, including as Director, Mergers & Acquisitions and as Director, Out-Partnering, playing a key role in numerous high-value transactions. Ms. Hernday has served on the boards of directors of Xoma Corp. since June 2019 and Firefly Biologics, Inc. since September 2024 and on the Knight Campus External Advisory Board for the University of Oregon. Ms. Hernday previously served on the boards of directors of Alpine Immune Sciences, Inc., from December 2020 until its acquisition by Vertex Pharmaceuticals Incorporated in May 2024, and PDL BioPharma, Inc., from June 2019 until January 2021. Ms. Hernday received a B.A. in microbiology from the University of California, Santa Barbara and an M.B.A. from Pepperdine University.

The Nominating and Corporate Governance Committee and the Board of Directors believe that Ms. Hernday’s extensive experience as a senior executive officer at multiple biotechnology companies and educational background provide her with the qualifications and skills to serve as a member of our Board of Directors.

Alana McNulty, 62, has served as a member of our Board of Directors since September 2021. Ms. McNulty served as Chief Business Officer of Effector Therapeutics, Inc. (“Effector”) from July 2019 to July

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2022. Previously, Ms. McNulty served as Chief Financial Officer of Effector from July 2012 until December 2020 (in a consulting capacity until October 2015). Ms. McNulty served as Chief Financial Officer of Lumena Pharmaceuticals Inc. from July 2012 until its acquisition by Shire plc in November 2014, and as Chief Financial Officer of Excaliard Pharmaceuticals, Inc. from March 2011 through its acquisition by Pfizer Inc. in November 2011. Prior to that, Ms. McNulty was acting Chief Financial Officer at BrainCells, Inc. from 2004 until 2011 and Chief Financial Officer of Elitra Pharmaceuticals Inc. from 1998 to 2003. Prior to that, Ms. McNulty was head of Corporate Development and a General Manager of a business unit at Advanced Tissue Sciences. Ms. McNulty has served on the board of directors of Lipidio Pharmaceuticals, a biopharmaceutical company, since February 2023. Ms. McNulty received a B.A. in Biology from the University of California, Santa Barbara and an M.B.A. from the Anderson School of Business at the University of California, Los Angeles.

The Nominating and Corporate Governance Committee and the Board of Directors believe that Ms. McNulty’s experience in corporate finance, accounting, operations, investor relations, capital markets and strategic business development provide her with the qualifications and skills to serve as a member of our Board of Directors.

Directors Continuing in Office Until the 2027 Annual Meeting

Vickie Capps, 63, has served as a member of our Board of Directors since March 2021. Ms. Capps has also served as a member of the board of directors of Amedisys, Inc., a public healthcare company, since October 2019, and is the Chair of its audit committee and a member of its compensation committee. Ms. Capps has also served as a member of the board of directors of Orthofix Medical, Inc., a public medical technology company, since March 2025. In addition, Ms. Capps serves as a member of the boards of directors of Enable Injections, Inc. and Breg, Inc., both private medical device companies, a member of the senior advisory board of Consonance Capital Partners, a healthcare investment firm, and is also a member of the board of directors of the San Diego State University Research Foundation and a member of its audit committee and its finance and investment committee. Ms. Capps previously served on the board of directors of NuVasive, Inc., a public medical device company, from June 2015 until the closing of its merger with Globus Medical, Inc. in September 2023, of Otonomy, Inc., a public biotechnology company, from March 2014 until February 2023, of Silverback Therapeutics, Inc., a public biotechnology company, from June 2020 until the closing of its merger with ARS Pharmaceuticals, Inc. in November 2022, of Synthorx, Inc., a public biotechnology company, from April 2018 until its sale to Sanofi in January 2020, and of Connecture, Inc., a healthcare IT company, from October 2014 to April 2018. Ms. Capps has also previously served on the boards of directors of several other public and private companies, including OmniGuide Holdings, Inc., RF Surgical Systems, Inc., Eagle Rx, Inc. and SenoRx, Inc. From July 2002 to December 2013, Ms. Capps was the Chief Financial Officer of DJO Global, Inc., a medical device company. Prior to joining DJO Global, Inc., Ms. Capps served as the Chief Financial Officer of several other public and private companies. Earlier in her career, Ms. Capps was a senior audit and accounting professional at Ernst & Young LLP. Ms. Capps is a California Certified Public Accountant and was recognized as a CFO of the Year Honoree by the San Diego Business Journal in 2009 and 2010 and as a Director of the Year Honoree by the Corporate Directors Forum in 2022. Ms. Capps received a B.A. in Business Administration/Accounting from San Diego State University.

The Nominating and Corporate Governance Committee and the Board of Directors believe that Ms. Capps’s experience in corporate finance, accounting, operations, investor relations, capital markets and strategic business development provide her with the qualifications and skills to serve as a member of our Board of Directors.

Eric Dobmeier, 56, has served as a member of our Board of Directors since July 2024. Mr. Dobmeier is an executive and board member with more than 20 years of experience in the biotechnology industry. Most recently, he served as president and CEO of Chinook Therapeutics, Inc. (“Chinook”) from April 2019 until its acquisition by Novartis AG in August 2023. Prior to Chinook, Mr. Dobmeier served as president and CEO of Silverback Therapeutics, Inc., a private biotechnology company. Previously, Mr. Dobmeier spent 16 years in a series of positions of increasing responsibility at Seagen, Inc., a public

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biotechnology company, including Chief Operating Officer, during the company’s growth from 60 to 1,200 employees, from a market cap of $150 million to over $8 billion and through its transition to a commercial company with FDA approval and launch of Adcetris, a novel lymphoma drug. Mr. Dobmeier is currently a venture partner at Samsara Biocapital and has served on the board of directors of Structure Therapeutics, Inc., a public biotechnology company, since December 2022, as well as several private biotechnology companies. He previously served on the boards of directors of Atara Biotherapeutics, Inc. from 2015 to May 2024 and Adaptive Biotechnologies, Inc. from 2016 to March 2021, both public biotechnology companies. Mr. Dobmeier earned his J.D. from the University of California, Berkeley School of Law and his undergraduate degree from Princeton University.

The Nominating and Corporate Governance Committee and the Board of Directors believe that Mr. Dobmeier’s experience in venture capital in the biopharmaceutical industry and his educational background provide him with the qualifications and skills to serve as a member of our Board of Directors.

Jake Simson, Ph.D., 39, has served as a member of our Board of Directors since March 2021. Dr. Simson has served as a Partner at RA Capital Management, L.P. ("RA Capital") since December 2020. Previously, Dr. Simson served as an associate, analyst and principal at RA Capital from July 2013 to December 2020. Dr. Simson also serves as a member of the board of directors of Tyra Biosciences, a public biotechnology company, and each of Bicara Therapeutics, Convergent Therapeutics and Septerna, each a private biotechnology company. Dr. Simson received an S.B. in Materials Science and Engineering from the Massachusetts Institute of Technology and a Ph.D. in Biomedical Engineering from the Johns Hopkins University.

The Nominating and Corporate Governance Committee and the Board of Directors believe that Dr. Simson’s experience in venture capital in the biopharmaceutical industry and his educational background provide him with the qualifications and skills to serve as a member of our Board of Directors.

INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Independence of the Board of Directors

As required under the Nasdaq Stock Market (“Nasdaq”) listing standards, a majority of the members of a listed company’s Board of Directors must qualify as “independent,” as affirmatively determined by the Board of Directors of such company. Our Board of Directors consults with our counsel to ensure that the Board of Directors’ determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of Nasdaq, as in effect from time to time.

Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, or any of his or her family members, and our company, our senior management and our independent auditors, the Board of Directors has affirmatively determined that all of our directors, other than Dr. Campbell, are independent within the meaning of the applicable Nasdaq listing standards. In making this determination, the Board of Directors found that none of these directors had a material or other disqualifying relationship with our company.

Board Leadership Structure

Our Board of Directors is currently chaired by Dr. Barrett. Our Chair has the authority, among other things, to call and preside over Board of Directors meetings, to set meeting agendas and to determine materials to be distributed to the Board of Directors. Accordingly, our Chair has substantial ability to shape the work of our Board of Directors. We believe that separation of the positions of Chair and Chief Executive Officer reinforces the independence of our Board of Directors in its oversight of our business and affairs. In addition, we have a separate Chair for each committee of our Board of Directors. The Chair of each committee is expected to report annually to our Board of Directors on the activities of their committee in fulfilling their responsibilities as detailed in their respective charters or specify any shortcomings should that be the case.

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Stockholder Communications with the Board of Directors

Our Board of Directors has adopted a formal process by which stockholders may communicate with the Board of Directors or any of its directors. Stockholders who wish to communicate with the Board of Directors may do so by sending written communications addressed to the Corporate Secretary of Janux Therapeutics, Inc. at 10955 Vista Sorrento Parkway, Suite 200, San Diego, California 92130. Each communication must set forth: the name and address of the stockholder on whose behalf the communication is sent and the number of our shares that are owned beneficially by such stockholder as of the date of the communication. Each communication will be reviewed by our Corporate Secretary to determine whether it is appropriate for presentation to the Board of Directors or such director. Communications determined by our Corporate Secretary to be appropriate for presentation to the Board of Directors or such director will be submitted to the Board of Directors or such director on a periodic basis.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or person performing similar functions. The Code of Business Conduct and Ethics is available on our website at www.januxrx.com. If we make any substantive amendments to the Code of Business Conduct and Ethics or grant any waiver from a provision of the Code of Business Conduct and Ethics to any principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions or our directors, we will promptly disclose the nature of the amendment or waiver on our website.

Role of the Board of Directors in Risk Oversight

Our Audit Committee is primarily responsible for overseeing our risk management processes on behalf of the full Board of Directors. The Audit Committee receives reports from management at least annually regarding our assessment of risks. In addition, the Audit Committee reports regularly to the full Board of Directors, which also considers our risk profile. The Audit Committee and the full Board of Directors focus on the most significant risks we face, including major financial, operational, regulatory and cybersecurity risks, and our general risk management strategies. While the Board of Directors oversees our risk management, company management is responsible for day-to-day risk management processes. Our Board of Directors expects company management to consider risk and risk management in each business decision, to proactively develop and monitor risk management strategies and processes for day-to-day activities and to effectively implement risk management strategies adopted by the Audit Committee and the Board of Directors. In addition, the Compensation Committee evaluates and monitors whether any of our compensation policies and practices has the potential to encourage excessive risk-taking or is likely to have a material adverse effect on the Company. We believe this division of responsibilities is the most effective approach for addressing the risks we face and that our Board of Directors leadership structure, which also emphasizes the independence of the Board of Directors in its oversight of our business and affairs, supports this approach.

Meetings of the Board of Directors

The Board of Directors held eight meetings and acted by unanimous written consent without a meeting five times during 2024. Each Board member attended 80% or more of the aggregate number of meetings of the Board of Directors and of the committees on which he or she served, held during the portion of the last fiscal year for which he or she was a director or committee member, respectively.

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Information Regarding Committees of the Board of Directors

The Board of Directors has three standing committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. The following table provides membership for each of the committees of the Board of Directors:


Name	Audit		Compensation		Nominating and Corporate Governance
David Campbell, Ph.D.
Ron Barrett, Ph.D.(1)			X	(2)
Vickie Capps(3)	X	(2)
Eric Dobmeier(4)			X
Sheila Gujrathi, M.D.
Natasha Hernday(5)					X
Winston Kung	X
Alana McNulty	X
Jake Simson, Ph.D.(6)					X	(2)

(1)

Dr. Barrett served as a member of the Nominating and Corporate Governance Committee in fiscal year 2024.

(2)

Committee Chairperson

(3)

Financial Expert, as defined by section 407 of the Sarbanes-Oxley Act of 2002

(4)

Mr. Dobmeier became a member of the Board of Directors in July 2024 and a member of the Compensation Committee in March 2025.

(5)

Ms. Hernday became a member of the Board of Directors in July 2024 and a member of the Nominating and Corporate Governance Committee in March 2025.

(6)

Dr. Simson served as a member of the Compensation Committee in fiscal year 2024.

Each of the committees has authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities. The Board of Directors has determined that each member of each committee meets the applicable Nasdaq rules and regulations regarding “independence” and that each member is free of any relationship that would impair his or her individual exercise of independent judgment with regard to us.

Below is a description of each committee of the Board of Directors.

Audit Committee

The Audit Committee of the Board of Directors was established by the Board of Directors in accordance with Section 3(a)(58)(A) of the Exchange Act, to oversee our corporate accounting and financial reporting processes and audits of our financial statements. For this purpose, the Audit Committee performs several functions which include, among other things:

•

evaluating the performance, independence and qualifications of our independent auditors and determining whether to retain our existing independent auditors or engage new independent auditors;

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reviewing and approving the engagement of our independent auditors to perform audit services and any permissible non-audit services;

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monitoring the rotation of partners of our independent auditors on our engagement team as required by law;

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prior to engagement of any independent auditor, and at least annually thereafter, reviewing relationships that may reasonably be thought to bear on their independence, and assessing and otherwise taking the appropriate action to oversee the independence of our independent auditor;

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•

reviewing our annual and quarterly financial statements and reports, including the disclosures contained under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and discussing the statements and reports with our independent auditors and management;

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reviewing, with our independent auditors and management, significant issues that arise regarding accounting principles and financial statement presentation and matters concerning the scope, adequacy and effectiveness of our financial controls;

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reviewing with management and our independent auditors any earnings announcements and other public announcements regarding material developments;

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establishing procedures for the receipt, retention and treatment of complaints received by us regarding financial controls, accounting or auditing matters and other matters;

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preparing the report that the SEC requires in our annual proxy statement;

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reviewing and providing oversight of any related-person transactions in accordance with our related person transaction policy and reviewing and monitoring compliance with legal and regulatory responsibilities, including our code of business conduct and ethics;

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reviewing our major financial, operational, regulatory and cybersecurity risk exposures, including the guidelines and policies to govern the process by which risk assessment and risk management are implemented;

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reviewing on a periodic basis our investment policy; and

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reviewing and evaluating on an annual basis the performance of the Audit Committee and the Audit Committee charter.

The current members of the Audit Committee are Ms. Capps, Ms. McNulty and Mr. Kung, with Ms. Capps serving as the Chair. The Audit Committee met six times during 2024 and acted by unanimous written consent without a meeting five times during 2024. Our Board of Directors has determined that each member of the Audit Committee is an independent director under Rule 5605(c)(2)(A)(i) and (ii) of the Nasdaq listing standards and under Rule 10A-3 under the Exchange Act. Each member of our Audit Committee can read and understand fundamental financial statements in accordance with Nasdaq audit committee requirements. In arriving at this determination, the Board of Directors has examined each Audit Committee member’s scope of experience and the nature of their employment in the corporate finance sector.

Our Board of Directors has determined that Ms. Capps qualifies as an Audit Committee financial expert within the meaning of SEC regulations and meets the financial sophistication requirements of the Nasdaq Listing Rules. In making this determination, our Board of Directors has considered Ms. Capps’ formal education and the nature and scope of her experience with public companies. Both our independent registered public accounting firm and management periodically meet privately with our Audit Committee.

The Audit Committee charter can be found on our website at www.januxrx.com in the Corporate Governance section.

Report of the Audit Committee of the Board of Directors

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2024 with management of the Company. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as adopted by the Public Company

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Accounting Oversight Board (“PCAOB”). The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Audit Committee has recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Audit Committee

Vickie Capps, Chair

Winston Kung

Alana McNulty

Compensation Committee

Our Compensation Committee currently consists of Dr. Barrett and Mr. Dobmeier, with Dr. Barrett serving as the Chair. Our Board of Directors has determined that each of the members of our Compensation Committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act and satisfies the Nasdaq independence requirements. The Compensation Committee met three times during 2024 and acted by unanimous written consent without a meeting three times during 2024. The Compensation Committee has a charter that is reviewed and updated annually, or as may be warranted from time to time. The functions of the Compensation Committee include, among other things:

•

reviewing, modifying and approving (or if it deems appropriate, making recommendations to the full Board of Directors regarding) our overall compensation strategy and policies;

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reviewing and making recommendations to the full Board of Directors regarding the compensation and other terms of employment of our executive officers;

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reviewing and approving (or if it deems it appropriate, making recommendations to the full Board of Directors regarding) performance goals and objectives relevant to the compensation of our executive officers and assessing their performance against these goals and objectives;

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reviewing and approving (or if it deems it appropriate, making recommendations to the full Board of Directors regarding) the equity incentive plans, compensation plans and similar programs advisable for us, as well as modifying, amending or terminating existing plans and programs;

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evaluating risks associated with our compensation policies and practices and assessing whether risks arising from our compensation policies and practices for our employees are reasonably likely to have a material adverse effect on us;

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reviewing and making recommendations to the full Board of Directors regarding the type and amount of compensation to be paid or awarded to our non-employee directors;

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establishing policies with respect to votes by our stockholders to approve executive compensation as required by Section 14A of the Exchange Act and determining our recommendations regarding the frequency of advisory votes on executive compensation, to the extent required by law;

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reviewing and assessing the independence of compensation consultants, legal counsel and other advisors as required by Section 10C of the Exchange Act;

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administering our equity incentive plans;

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establishing policies with respect to equity compensation arrangements;

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reviewing the competitiveness of our executive compensation programs and evaluating the effectiveness of our compensation policy and strategy in achieving expected benefits to us;

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•

reviewing and making recommendations to the full Board of Directors regarding the terms of any employment agreements, severance arrangements, change in control protections and any other compensatory arrangements for our executive officers;

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reviewing with management and approving our disclosures under the caption “Compensation Discussion and Analysis” in our periodic reports or proxy statements to be filed with the SEC, to the extent such caption is included in any such report or proxy statement;

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preparing the report that the SEC requires in our annual proxy statement; and

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reviewing and assessing on an annual basis the performance of the Compensation Committee and the Compensation Committee charter.

The agenda for each Compensation Committee meeting is usually developed by the Chair of the Compensation Committee, in consultation with the Chief Executive Officer or General Counsel. The Compensation Committee meets regularly in executive session. However, from time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. The Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of the Compensation Committee regarding his compensation or individual performance objectives. The charter of the Compensation Committee grants the Compensation Committee full access to all our books, records, facilities, and personnel. In addition, under the charter, the Compensation Committee has the authority to obtain, at our expense, advice and assistance from internal and external legal, accounting or other advisors and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties. The Compensation Committee has direct responsibility for the oversight of the work of any advisers engaged for the purpose of advising the Compensation Committee. In particular, the Compensation Committee has the authority, in its sole discretion, to retain compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. Under its charter, the Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel, or other adviser to the Compensation Committee, other than in-house legal counsel and certain other types of advisers, only after taking into consideration six factors, prescribed by the SEC and Nasdaq, that bear upon the adviser’s independence; however, there is no requirement that any adviser be independent.

The Compensation Committee or the Board of Directors upon recommendation from the Compensation Committee, makes the significant adjustments to annual compensation, determines bonus and equity awards, and establishes new performance objectives at one or more meetings held during the first quarter of the year. Generally, the Compensation Committee’s process comprises two related elements: the determination of compensation levels and the establishment of performance objectives for the current year. For executives other than the Chief Executive Officer, the Compensation Committee solicits and considers evaluations and recommendations submitted to the Compensation Committee by the Chief Executive Officer. In the case of the Chief Executive Officer, the evaluation of his performance is conducted by the Board of Directors upon recommendation from the Compensation Committee, which determines any adjustments to his compensation as well as awards to be granted. For all executives, as part of its deliberations, the Compensation Committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, tax and accounting information, tally sheets that set forth the total compensation that may become payable to executives in various hypothetical scenarios, executive and director stock ownership information, company stock performance data, analyses of historical executive compensation levels and current Company-wide compensation levels and recommendations of the Compensation Committee’s compensation consultant, including analyses of executive compensation paid at other companies identified by the consultant.

Our Compensation Committee is authorized to retain the services of one or more executive compensation advisors, as it sees fit, in connection with the establishment of our executive compensation programs and related policies. The Compensation Committee engaged Frederic W. Cook & Co., Inc., or FW Cook, as its independent compensation consultant to provide objective analysis, advice and

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recommendations on executive officer pay in connection with the Compensation Committee’s decision-making process for 2024. During 2024, FW Cook did not provide services to us other than the services to our Compensation Committee described herein. Our Compensation Committee performs an annual assessment of its compensation consultants’ independence to determine whether the consultants are independent. Based on its evaluation, the Compensation Committee has determined that FW Cook is independent and that its work has not raised any conflicts of interest.

Under its charter, the Compensation Committee may form, and delegate authority to, subcommittees as appropriate. In 2021, the Compensation Committee formed a Non-Officer Stock Award Committee, currently composed of Dr. Campbell, to which it delegated authority to grant, without any further action required by the Compensation Committee, stock options and restricted stock units ("RSUs") to employees who are not officers of the Company. The purpose of this delegation of authority is to enhance the flexibility of equity awards administration within the Company and to facilitate the timely grant of equity awards to non-officer employees, particularly new employees, within specified limits approved by the Compensation Committee. In particular, the subcommittee may grant equity awards only within pre-approved guidelines and not to any employee who has a title that is above vice president. Typically, as part of its oversight function, the Compensation Committee will review on a regular basis the list of grants made by the subcommittee. During fiscal year 2024, the subcommittee exercised its authority to grant options to purchase an aggregate of 1,140,791 shares of the Company’s common stock and 75,385 RSUs to non-officer employees.

The Compensation Committee charter can be found on our website at www.januxrx.com in the Corporate Governance section.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee currently consists of Dr. Simson and Ms. Hernday, with Dr. Simson serving as the Chair. Our Board of Directors has determined that each of the members of this committee satisfies the Nasdaq independence requirements. The Nominating and Corporate Governance Committee met three times during 2024 and acted by unanimous written consent without a meeting one time during 2024. The Nominating and Corporate Governance Committee has a charter that is reviewed and updated annually, or as may be warranted from time to time. The functions of this committee include, among other things:

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identifying, reviewing and evaluating candidates to serve on our Board of Directors consistent with criteria approved by our Board of Directors;

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determining the minimum qualifications for service on our Board of Directors;

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evaluating director performance on the Board of Directors and applicable committees of the Board of Directors and determining whether continued service on our Board of Directors is appropriate;

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evaluating, nominating and recommending individuals for membership on our Board of Directors;

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evaluating nominations by stockholders of candidates for election to our Board of Directors;

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considering and assessing the independence of members of our Board of Directors;

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developing a set of corporate governance policies and principles, including a code of business conduct and ethics, periodically reviewing and assessing these policies and principles and their application and recommending to our Board of Directors any changes to such policies and principles;

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considering questions of possible conflicts of interest of directors as such questions arise; and

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reviewing and assessing on an annual basis the performance of the Nominating and Corporate Governance Committee and the Nominating and Corporate Governance Committee charter.

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The Nominating and Corporate Governance Committee believes that the candidates for director, both individually and collectively, have the integrity, experience, judgment, commitment (including having sufficient time to devote to us and level of participation), skills, diversity, and expertise appropriate for us. In assessing the directors, both individually and collectively, the Nominating and Corporate Governance Committee considers our current needs and the needs of the Board of Directors, to maintain a balance of knowledge, experience, capability, race, gender, geography, thought, viewpoints, backgrounds, skills, and expertise. However, the Nominating and Corporate Governance Committee retains the right to modify these qualifications from time to time. Candidates for director nominees are reviewed in the context of the current composition of the Board of Directors, our operating requirements, and the long-term interests of stockholders. In conducting this assessment, the Nominating and Corporate Governance Committee typically considers diversity (including with respect to race, gender, geography, thought, viewpoints, and backgrounds), age, skills, and such other factors as it deems appropriate given our current needs and the needs of the Board of Directors, to maintain a balance of knowledge, experience and capability. In the case of incumbent directors whose terms of office are set to expire, the Nominating and Corporate Governance Committee reviews these directors’ overall service to us during their terms, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair the directors’ independence. In the case of new director candidates, the Nominating and Corporate Governance Committee also determines whether the nominee is independent for Nasdaq purposes, which determination is based upon applicable Nasdaq listing standards, applicable SEC rules and regulations, and the advice of counsel, if necessary. The Nominating and Corporate Governance Committee then uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. Any search firm retained to assist the Nominating and Corporate Governance Committee in seeking candidates for the Board of Directors will be instructed to seek to include diverse candidates in terms of race, gender, geography, thought, viewpoints, backgrounds, skills, experience, and expertise from, among other areas, professional and academic areas relevant to the Company’s area of focus. In addition, the Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board of Directors. The Nominating and Corporate Governance Committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to the Board of Directors by majority vote.

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. The Nominating and Corporate Governance Committee does not intend to alter the way it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board of Directors may do so by delivering a written recommendation to the Nominating and Corporate Governance Committee at the following address: 10955 Vista Sorrento Parkway, Suite 200, San Diego, California 92130, Attn: Corporate Secretary, no later than the 90th day and no earlier than the 120th day prior to the one year anniversary of the preceding year’s Annual Meeting. Submissions must include, among other things, (1) the name and address of the stockholder on whose behalf the submission is made; (2) number of our shares that are owned beneficially by such stockholder and the nominee as of the date of the submission; (3) the full name, age, business address and residence address of the proposed candidate; (4) description of the proposed candidate’s business experience for at least the previous five years; (5) complete biographical information for the proposed candidate; (6) a description of the proposed candidate’s qualifications as a director; and (7) any other information required by our Bylaws. We may require any proposed nominee to furnish such other information as we may reasonably require to determine the eligibility of such proposed nominee to serve as our independent director or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such proposed nominee.

The Nominating and Corporate Governance Committee charter can be found on our website at www.januxrx.com in the Corporate Governance section.

Hedging Policy*

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As part of our Insider Trading Policy and Code of Business Conduct and Ethics, all employees, including our officers, directors and consultants are prohibited from engaging in short sales, transactions in put or call options, hedging transactions or other inherently speculative transactions with respect to our securities at any time. In addition, no employee, including any officer, director, or consultant may margin, or make any offer to margin, any of our securities, including without limitation, borrowing against such securities, at any time.

* “The disclosure under the caption “Hedging Policy” is not to be incorporated by reference in any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.”

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PROPOSAL 2

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has selected Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 and has further directed that management submit the selection of independent registered public accounting firm for ratification by the stockholders at the Annual Meeting.

Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither our Bylaws nor other governing documents or law require stockholder ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm. However, the Audit Committee is submitting the selection of Ernst & Young LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in our best interests and the best interests of our stockholders.

The affirmative vote of the holders of a majority of the shares present at the Annual Meeting or represented by proxy and entitled to vote at the Annual Meeting will be required to ratify the selection of Ernst & Young LLP. Abstentions will be counted toward the tabulation of votes on proposals presented to the stockholders and will have the same effect as negative votes. Broker non-votes (if any) are counted towards a quorum but are not counted for any purpose in determining whether this matter has been approved.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 2.

Principal Accountant Fees and Services

The following table shows the aggregate fees for services provided for the fiscal year ended December 31, 2024 and 2023, by Ernst & Young LLP, our independent registered public accounting firm for those periods. All fees described below were pre-approved by the Audit Committee.


	Year Ended December 31,
	2024		2023
Audit Fees(1)	$	1,143,037	$	551,500
Audit Related Fees		—		—
Tax Fees		—		—
All Other Fees(2)		3,600		3,600
Total Fees	$	1,146,637	$	555,100

(1)

Audit fees consist of fees billed for professional services by Ernst & Young LLP for audit and quarterly review of our financial statements and review of our registration statements and related issuances of consents, and related services that are normally provided in connection with statutory and regulatory filings or engagements.

(2)

All other fees consist of fees paid to Ernst & Young LLP for access to its proprietary accounting research database.

In connection with the audit of each of the 2024 and 2023 financial statements, we entered into engagement agreements with Ernst & Young LLP, which set forth the terms under which Ernst & Young LLP performed audit services for us. Such agreements are subject to alternative dispute resolution procedures.

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Pre-Approval Policies and Procedures

The Audit Committee must pre-approve the audit and non-audit services rendered by our independent registered public accounting firm. The Audit Committee has adopted a policy and procedures for the pre-approval of such audit and non-audit services. The policy generally pre-approves specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts. Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide such service. The pre-approval authority may be delegated to one or more of the Audit Committee’s members, but any pre-approval decisions must be reported to the full Audit Committee at its next scheduled meeting. Pursuant to the policy, the Audit Committee has delegated pre-approval authority to its Chair.

The Audit Committee has determined that the rendering of services other than audit services by Ernst & Young LLP is compatible with maintaining the principal accountant’s independence.

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PROPOSAL 3

ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, our stockholders are being asked to approve, in an advisory, non-binding vote, the compensation of our named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion. In considering their vote, we urge stockholders to review the information on our compensation policies and decisions regarding the named executive officers presented in the section below titled “Executive Compensation.”

This advisory resolution, commonly referred to as a “say-on-pay” resolution, is non-binding. Although this resolution is non-binding, the Board and the Compensation Committee value the opinions of our stockholders and will review and consider the voting results when making future compensation decisions for our named executive officers. If stockholders approve the “One Year” option as the frequency of future say-on-pay votes under Proposal 3, we expect that we will conduct our next say-on-pay vote at the 2026 annual meeting of stockholders.

We believe that our compensation components provide a reasonable balance of base compensation and long-term equity-based incentive compensation that is closely aligned with the Company’s overall performance. The Company aims to provide executive officers with a reasonable level of security through base salary and benefits, while rewarding them through cash and equity-based incentive compensation to achieve business objectives and create stockholder value. We believe that each of our compensation components is integral to attracting, retaining, and rewarding qualified named executive officers.

The text of the resolution in respect of Proposal no. 3 is as follows:

“RESOLVED, that the compensation paid to the Company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion, is hereby approved.”

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 3.

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PROPOSAL 4

ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY STOCKHOLDER VOTES

TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, our stockholders are also entitled to vote, on an advisory basis, on whether the “say-on-pay” vote, as required by Section 14A of the Exchange Act, should occur every one, two, or three years. The vote on the frequency of the say-on-pay vote, just as with the say-on-pay vote itself, is advisory only, and it also is not binding on the Company or on our Board of Directors. Although the vote is non-binding, the Compensation Committee and the Board will carefully consider the outcome of the vote when determining the frequency of future stockholder advisory votes to approve the compensation of our named executive officers.

After careful consideration, the Board has determined that a say-on-pay vote that occurs every year is the most appropriate alternative for our Company at this time. Therefore, the Board recommends that you vote for a “One Year” frequency for the say-on-pay vote.

Although the Board recommends a say-on-pay vote be held every year, you may vote one of four choices for this Proposal 4 on the proxy card: “One Year”, “Two Years”, “Three Years”, or “Abstain.” The text of the resolution in respect of Proposal no. 4 is as follows:

“RESOLVED, that the option of once every one year, two years, or three years that receives the affirmative vote of the majority of shares present at the Annual Meeting or represented by proxy and entitled to vote on the matter for this resolution will be determined to be the preferred frequency with which the Company is to hold an advisory stockholder vote to approve the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion.”

The Board and the Compensation Committee value the opinions of the stockholders in this matter and, to the extent there is any significant vote in favor of one frequency over the other options, even if less than a majority, the Board will consider the stockholders’ concerns and evaluate any appropriate next steps. However, because this vote is advisory and, therefore, not binding on the Board or the Company, the Board may decide that it is in the best interests of the stockholders that we hold a say-on-pay vote more or less frequently than the option preferred by the stockholders. The vote will not be construed to create or imply any change or addition to the fiduciary duties of the Company or the Board.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE OF “ONE YEAR” ON PROPOSAL 4.

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EXECUTIVE OFFICERS

The following table sets forth information regarding our executive officers as of the date of this proxy statement.


Executive Officer	Age	Position(s)
David Campbell, Ph.D.	66	President and Chief Executive Officer
Thomas DiRaimondo, Ph.D.	39	Chief Scientific Officer
Zachariah McIver, D.O., Ph.D.	55	Chief Medical Officer
Andy Meyer	41	Chief Business Officer
Byron Robinson, Ph.D. JD.	60	Chief Strategy Officer
Charles Winter	56	Chief Technical Officer

The following is biographical information for our executive officers other than Dr. Campbell, whose biographical information is included under Proposal 1.

Thomas DiRaimondo, Ph.D. is one of our co-founders and has served as our Chief Scientific Officer since January 2024 and had previously served as our Executive Director, Head of Research and Development from January 2023 through December 2023, Senior Director of Therapeutics Discovery from January 2022 through December 2022, and Director of Research from January 2018 through December 2021. Previously, Dr. DiRaimondo served at Sitari Pharma, Inc., which he co-founded, as Director of Research from January 2020, and Principal Scientist from December 2013. Dr. DiRaimondo received a B.S.E in chemical engineering and M.Eng in pharmaceutical engineering from the University of Michigan, Ann Arbor as well as a M.S. and Ph.D. in chemical engineering from Stanford University.

Zachariah McIver, D.O., Ph.D. has served as our Chief Medical Officer since January 1, 2025 and had previously served as our Vice President, Clinical Development from May 2023 to December 2024. Previously, Dr. McIver served as Executive Medical Director at Amgen from 2018 to April 2023, leading cross-functional teams in the design, implementation, and execution of clinical and correlative study strategies. From 2013 to 2018, Dr. McIver served as an attending physician at Wake Forest in the hematology/oncology department. From 2011 to 2013, Dr. McIver served as an attending physician and a research investigator in the department of hematology/oncology at Tulane University School of Medicine. Dr. McIver received a B.S. in Physics and General Sciences from the University of Oregon, a Medical Doctorate (D.O.) from Ohio University College of Osteopathic Medicine and a Ph.D. in Molecular Medicine and Translational Sciences from Wake Forest University School of Medicine. He completed his internal medicine residency at the Cleveland Clinic, and his clinical fellowship in hematology and oncology at the National Heart, Lung, and Blood Institute at the National Institutes of Health.

Andy Meyer has served as our Chief Business Officer since March 2021. Previously, Mr. Meyer served at Evercore as a Managing Director on the Life Sciences Investment Banking team from March 2019 to March 2021 and as a Vice President on the Life Sciences Investment Banking team from May 2015 to March 2019. Prior to Evercore, Mr. Meyer served at Bank of America Merrill Lynch as a Vice President on the Life Sciences Investment Banking team from December 2014 through April 2015 and as an Associate on the Life Sciences Investment Banking team from July 2011 to December 2014. Mr. Meyer received a B.A. in Finance from Georgetown University and an MBA from the University of Southern California Marshall School of Business.

Byron Robinson, Ph.D., J.D. has served as our Chief Strategy Officer since February 2022. Previously, Dr. Robinson served as Senior Vice President, Global Head of Clinical Development Strategy and Innovation from June 2020 to February 2022 and as Senior Vice President, Global Program Leader (Avelumab) from May 2016 to February 2022 at Merck KGaA (EMD Serono) (“Merck”). Prior to Merck, Dr. Robinson served as Vice President, Senior Global Program Head, Oncology at Bayer from April 2015 to May 2016, and as Senior Director Global Program Head from 2012 to 2015. Prior to Bayer, Dr. Robinson served as Director, R&D Program Management and Strategic Operations; Global Program Manager at Amgen from 2002 to 2012. Dr. Robinson received a B.S. (Hon I) and Ph.D. from the University of New England (Australia) and a J.D. from Santa Barbara College of Law.

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Charles Winter has served as our Chief Technical Officer since January 2023 and had previously served as our Senior Vice President of Chemistry, Manufacturing and Controls from March 2021 through December 2022. Previously, Mr. Winter served at AnaptysBio as Vice President of Chemistry, Manufacturing and Controls from August 2020 to March 2021, at Sanofi as Vice President of Chemistry, Manufacturing and Controls from January 2020 to August 2020, at Synthorx (acquired by Sanofi in January 2020) as Vice President of Chemistry, Manufacturing and Controls from June 2018 to January 2020, at Denali Therapeutics as Head of Biologics from November 2016 to June 2018, at JHL Biotech as Vice President of Manufacturing and Technology, running its cGMP contract manufacturing plant, from July 2015 to August 2016, at Gilead as Director of Biologics Development from September 2011 to June 2015 and at Genentech from 1994 to September 2011, most recently as Senior Group Leader and Principal Engineer. Mr. Winter received a B.S. in chemical engineering from the University of Wisconsin-Madison.

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EXECUTIVE COMPENSATION

In 2024, the Company was a “smaller reporting company” under Item 10 of Regulation S-K promulgated under the Exchange Act, and the following compensation disclosure is intended to comply with the requirements applicable to smaller reporting companies. Although the rules for smaller reporting companies allow the Company to provide less detail about its executive compensation program, we are committed to providing information necessary to help our investors understand how we compensate, motivate and retain our executive officers. Accordingly, this section includes supplemental narratives that describe our executive compensation program.

Named Executive Officers

This supplemental discussion provides additional context with respect to our 2024 compensation program for the following named executive officers that are required to be included in the Company’s Summary Compensation Table:

•

David Campbell, Ph.D., our President and Chief Executive Officer

•

Tighe Reardon, our former Chief Financial Officer

•

Thomas DiRaimondo, our Chief Scientific Officer; and

•

Byron Robinson, Ph.D., J.D., our Chief Strategy Officer.

Compensation Philosophy and Objectives

We believe that a strong executive team is critical to our ability to deliver on our long-term objectives. Our executive compensation program is designed to achieve a variety of goals, including:

•

attracting, retaining and motivating exceptional executive talent;

•

providing incentives that reward the achievement of performance goals that we believe directly correlate to the enhancement of stockholder value, as well as to facilitate executive retention; and

•

align our executives’ interests with those of our stockholders through long-term incentives linked to specific performance

The Compensation Committee evaluates our executive compensation program on a regular basis to ensure that it is consistent with our short-term and long-term goals given the dynamic nature of our

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business and the market in which we compete for executive talent. The following table summarizes our executive compensation and related policies and practices:


What We Do		What We Don't Do
●	Tie performance bonus opportunities to defined corporate objectives	●	Allow hedging or pledging of Company stock
●	“Double-trigger” change in control severance payments, requiring both a change in control and an involuntary termination for payout	●	Reprice stock options
●	Maintain a clawback policy	●	Provide excessive perquisites
●	Maintain a Compensation Committee comprised entirely of independent directors	●	Provide supplemental executive retirement plans
●	Retain an independent compensation consultant	●	Provide “single-trigger” change in control severance
●	Reevaluate and adjust our compensation program annually based on market developments	●	Provide contracts guaranteeing excise-tax gross ups

Say-on-Pay Vote on Executive Compensation

In prior years, we qualified as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and were not required to hold a Say-on-Pay vote. At the 2025 Annual Meeting of Stockholders, we will be conducting our first Say-on-Pay vote as described in Proposal 3 of this proxy statement, as well as conducting a non-binding advisory vote on the frequency by which we will conduct a Say-on-Pay vote (the “Say-on-Frequency” vote). Because we value the opinions of our stockholders, the Board and our Compensation Committee will consider the outcome of the Say-on-Pay vote, and the related Say-on-Frequency vote when making compensation decisions for our named executive officers in the future.

Role of the Independent Compensation Consultant

The Compensation Committee has the authority under its charter to engage the services of outside legal counsel, compensation consultants and other advisors. The Compensation Committee engaged FW Cook to serve as its independent compensation consultant to advise the Compensation Committee on matters related to executive and non-management director compensation.

Our Compensation Committee’s annual compensation review for 2024 included an analysis of data, comparing the Company’s executive and director compensation levels and practices against a peer group pre-commercial biopharmaceuticals companies. FW Cook provided our Compensation Committee with advice, counsel and recommendations with respect to the composition of the peer group and competitive data used for assessing our compensation program. Our Compensation Committee used this and other information provided by FW Cook to reach an independent recommendation regarding compensation to be paid to our Executive Chairman, CEO, directors and other executives. FW Cook also provides written and verbal advice at Compensation Committee meetings and attends executive sessions of the Compensation Committee.

The Compensation Committee reviews compensation for peer group companies and other market data in order to gain a better understanding of current compensation practices for similarly situated companies and to provide a reference point when assessing executive compensation at competitive levels.

The companies in our compensation peer group are selected based on the industry in which they operate, the size of their business and similarities in certain qualitative factors such as geography, stock

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performance and business model. These companies are also representative of the types of companies with which we compete for executive talent. The Compensation Committee used the following peer group, developed in consultation with FW Cook in September 2023, to conduct comparative pay analysis of our pay levels and compensation program structures for 2024.


Alaunos Therapeutics, Inc (TCRT)	CytomX Therapeutics, Inc. (CTMX)	Replimune Group, Inc. (REPL)
Arcus BioSciences, Inc. (RCUS)	Inhibrx Biosciences, Inc. (INBX)	Sutro Biopharma, Inc. (STRO)
Arvinas, Inc. (ARVN)	Kura Oncology, Inc. (KURA)	Syndax Pharmaceuticals, Inc. (SNDX)
BioAtla, Inc. (BCAB)	Mersana Therapeutics, Inc. (MRSN)	Xencor, Inc. (XNCR)
Cue Biopharma, Inc. (CUE)	Poseida Therapeutics, Inc. (PSTX)	Zymeworks Inc. (ZYME)

Elements of Executive Officer Compensation

Overview

The compensation packages for the Company’s named executive officers have both performance-based and fixed elements. Total target compensation paid to our named executive officers is divided among three principal components:

•

Base salary, which is fixed and does not vary based on our financial and other performance;

•

Cash incentive compensation, which is paid annually and is variable based on company performance; and

•

Equity-based awards, which are variable and the value of which depends on stock price performance

For 2024, our overall mix of executive compensation continued to include a balance of salary, cash incentive, and equity-based compensation.

Annual Base Salary

We believe that a competitive base salary is a necessary element of any compensation program. We set base salary compensation for our executive officers at a level we believe enables us to retain and motivate and, as needed, hire individuals in a competitive environment.

An executive officer’s initial base salary is established pursuant to the terms of the executive’s employment agreement. Employment agreements for executive officers are negotiated at arms-length and approved by our Compensation Committee, taking into account the individual’s qualifications and experience, the strategic importance of the role, market and peer company data, as well as internal pay equity considerations.

Our Compensation Committee reviews base salaries for all of our executive officers on an annual basis, generally in connection with our annual performance review process. However, the compensation of Dr. Campbell is determined and approved by our Board based on recommendations from our Compensation Committee. In determining whether to adjust an executive’s base salary, the Compensation Committee considers a number of factors, including individual and company performance during the prior year, historic salary levels and length of time in the role, risk to retention, and internal parity among executive team members. In addition, as noted above, the Compensation Committee also considers competitive market data, including data with respect to base salaries paid to similarly situated executive officers at peer group companies.

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In reviewing and adjusting base salaries for 2024, the Compensation Committee considered the factors listed above. The Compensation Committee approved increases to the base salaries of our named executive officers, other than Dr. DiRaimondo and Mr. Reardon, ranging from approximately 3.4% to 10.5%, which the Compensation Committee felt represented the appropriate increase because the executive officer’s base salaries fell well below the median levels for such positions at our peers. In connection with Dr. DiRaimondo’s promotion to Chief Scientific Officer in January 2024 and based on the recommendations and market data presented to our Compensation Committee by our independent compensation consultant, our Compensation Committee approved an increase to Dr. DiRaimondo’s annual base salary from $380,000 to $420,000. Mr. Reardon served as our Acting Chief Financial Officer from our inception in June 2017 until August 2024. As part of his responsibilities as Chief Financial Officer of Avalon Ventures, LLC he provided Chief Financial Officer services to a number of Avalon Ventures portfolio companies including us. Mr. Reardon was not party to an employment or consulting agreement with us and was not entitled to any cash compensation in 2024, including the payment of base salary. The named executive officers’ base salaries and increases from each of their 2023 base salaries, if applicable, are reflected in the table below.


Executive Officer	2023 Base Salary ($)	2024 Base Salary ($)	% Change
David Campbell, Ph.D.	625,000	646,000	3.4%
Tighe Reardon	—	—	—
Thomas DiRaimondo, Ph.D.	380,000	420,000	10.5%
Byron Robinson, Ph.D., J.D.	450,000	485,000	7.8%

Annual Cash Incentive Compensation

Consistent with our emphasis on a pay-for-performance incentive compensation program, executive officers are eligible to receive annual cash bonuses based upon company performance during the fiscal year. As with base salaries, the target annual bonus opportunity for each of our executive officers was established initially through arm’s-length negotiations at the time each individual was hired. In addition, target bonus opportunities are reviewed annually by the Compensation Committee concurrently with their review of base salaries. In determining the ratio of an executive’s base salary and cash bonus opportunity, the Compensation Committee considers the specific role of each executive.

Each of our named executive officers (other than Mr. Reardon) participates in our annual bonus plan and has a target bonus represented as a percentage of base salary, or a target bonus percentage, each of which is set forth below. As noted above, Mr. Reardon was not eligible to participate in our annual bonus plan during 2024.


Executive Officer		2024 Target Bonus as a Percent of Base Salary
David Campbell, Ph.D.		60%
Tighe Reardon		—
Thomas DiRaimondo, Ph.D.(1)		40%
Byron Robinson, Ph.D., J.D.		40%

(1)

In connection with Dr. DiRaimondo’s promotion to Chief Scientific Officer in January 2024 and based on a review of market data and on the recommendations presented to our Compensation Committee by FW Cook, our Compensation Committee approved an increase to Dr. DiRaimondo’s target bonus from 35% to 40% effective beginning with calendar year 2024.

The Compensation Committee, in consultation with our Chief Executive Officer, establishes the objectives for the annual bonus plan, the relative weight of each objective, and the respective targets for each objective, considering the Company’s growth objectives, internal budget, and publicly disclosed financial guidance. Generally, these objectives are tied to achievement of research, clinical and regulatory milestones related to our drug development programs as well as other general corporate objectives.

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The corporate goals established and achieved for 2024 included various research and development and corporate governance activities and objectives primarily related to our drug development programs, including:

•

JANX007 (PSMA): Optimize dose and dose frequency that provides a durable response, with developable safety profile;

•

JANX008 (EGFR): Exhibit early anti-tumor activity while maintaining a developable safety profile;

•

Research and development activities to enable future IND milestones and achieve key collaboration milestones; and

•

Appropriately grow the organization, manage the approved budget, and facilitate future success.

The Compensation Committee and the Board review the Company’s achievement of the corporate goals in their totality, taking into account the Company’s overall performance for the year. The Compensation Committee and the Board determine which corporate goals it believes are essential to building long-term stockholder value and that it will use to assess our annual corporate performance. The 2024 corporate goals aimed to incentivize performance related to achievement of research, clinical and regulatory milestones related to our drug development programs. In setting these goals, the Compensation Committee and the Board balance the consideration of the likelihood of achievement of these corporate goals with the effectiveness of such goals in incentivizing our named executive officers’ performance. The relative weightings of the 2024 corporate goals are based upon our assessment of the importance of each goal in creating long-term value for the Company and our stockholders.

In December 2024, the Compensation Committee and the Board reviewed our 2024 performance and determined that we met each of our corporate goals based on our achievements, which resulted in an overall 2024 corporate goal achievement of 125% due to the strong outcome achieved in respect of the goals and facilitating significant growth in Company value. The table below sets forth the payments under the 2024 bonus plan for our named executive officers.


Executive Officer	Target Bonus ($)	Actual Bonus ($)	Actual as % of Target
David Campbell, Ph.D.	387,600	484,500	125%
Tighe Reardon	—	—	—
Thomas DiRaimondo, Ph.D.	168,000	210,000	125%
Byron Robinson, Ph.D., J.D.	194,000	242,500	125%

Equity-Based Compensation

The long-term equity-based compensation grants to our named executive officers directly align their compensation with the goals and financial returns of our stockholders. Because vesting is generally subject to continued service over a period of several years following the date of grant, our equity-based incentives also serve as a retention device for named executive officers and other service providers. We generally provide initial equity-based incentive awards in connection with the commencement of employment of our named executive officers and we award annual refresher equity-based incentive awards, which typically are approved at the end of each year with grant dates to follow early in the beginning of the following year, each of which are subject to vesting over a period of multiple years in order to facilitate retention.

We have historically granted equity compensation in the form of stock options. Our Compensation Committee views stock options as performance-based compensation that are intended to create a direct link between our named executive officers’ compensation and our stock price appreciation. Because the executive must pay a cash exercise price equal to the value of the stock on the date the option is granted, the executive will only receive value from the option grant if the value of our stock increases following the option grant date. Consistent with past practice, in January 2024, the Compensation Committee decided

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to grant the named executive officers one hundred percent of their 2024 long-term equity incentive compensation in the form of stock options. Based on a review of competitive peer practices of similarly-sized pre-commercial biotechnology companies conducted by FW Cook and equity programs in 2024 and discussion of attraction and retention of the executive team, the Compensation Committee determined and approved, in December 2024, to introduce restricted stock units (“RSUs”) into our long-term equity compensation program for our named executive officers. We believe that RSUs are a strong retention vehicle, particularly during periods of stock price volatility, and can allow us to reduce share usage and manage our available equity pool more efficiently. We also believe that if our executives hold unvested awards covering share of our common stock with a value that is significant to them, but which value cannot be immediately realized, they will have an incentive to act to maximize longer-term stockholder value instead of short-term gain. We believe that equity compensation is an integral component of our efforts to attract and retain exceptional executives, senior management and other employees.

The authority to make equity-based awards rests with our Compensation Committee, which is required to approve all equity grants (other than with respect to our Chief Executive Officer, in which case the Compensation Committee makes a recommendation for full Board approval). The Compensation Committee generally considers equity awards in the context of setting overall compensation packages for executives; accordingly, determinations with respect to equity awards are generally made in connection with the hiring or appointment of an executive officer or as part of the annual compensation review process. Options generally vest, 25% on the first anniversary date of the vesting start date and the remainder vest in 36 equal monthly installments thereafter. All options have an exercise price set at the closing market price of our common stock on the grant date. RSUs generally vest, 25% on the first anniversary of the vesting start date and 25% vest on each anniversary thereafter.

In December 2023, as part of its annual review of executive compensation, the Compensation Committee and Board (with respect to our Chief Executive Officer) approved the following option grants to our named executive officers as part of their 2024 compensation package. The grant date for these options was in January 2024.


Executive Officer		Stock Options
David Campbell, Ph.D.		356,500
Tighe Reardon		157,000
Thomas DiRaimondo, Ph.D.		147,000
Byron Robinson, Ph.D., J.D.		151,500

In December 2024, as part of its annual review of executive compensation, the Compensation Committee and Board (with respect to our Chief Executive Officer) approved the following equity awards for our named executive officers as part of their 2025 compensation package.


Executive Officer	RSUs(1)	Stock Options(2)
David Campbell, Ph.D.	81,000	283,500
Tighe Reardon(3)	—	—
Thomas DiRaimondo, Ph.D.	24,000	84,000
Byron Robinson, Ph.D., J.D.	28,000	98,000

(1)

RSUs were approved in December 2024 but with an intended grant date of January 2, 2025. However, for purposes of FASB’s Accounting Standards Codification 718, Compensation – Stock Compensation (“ASC 718”) the grant date is deemed to be in December 2024 (the date of the applicable board approval). So, the RSUs appear in the Summary Compensation Table below as 2024 stock awards.

(2)

Stock options were approved in December 2024 but have a grant date in January 2025 and will appear in next year’s Summary Compensation Table.

(3)

Mr. Reardon’s consulting services to the company terminated on December 31, 2024 and as a result he was not awarded any RSUs or stock options.

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SUMMARY COMPENSATION TABLE

The following table shows, for the fiscal years ended December 31, 2024 and December 31, 2023, compensation awarded to, paid to, or earned by, the named executive officers.


Executive Officer and Principal Position	Fiscal Year	Salary ($)	Bonus ($)		Option Awards ($)(1)		Stock Awards ($)(2)	Non-Equity Incentive Plan Compensation ($)(3)	All Other Compensation ($)	Total ($)
David Campbell, Ph.D.	2024	646,000	—		2,862,873		4,981,500	484,500	—	8,974,873
President and Chief Executive Officer	2023	625,000	—		3,155,769		—	412,500	—	4,193,269
Tighe Reardon(4)	2024	—	—		7,913,496	(5)	—	—	—	7,913,496
Former Acting Chief Financial Officer
Thomas DiRaimondo, Ph.D.	2024	420,000	—		1,180,484		1,604,160	210,000	—	3,414,644
Chief Scientific Officer
Byron Robinson, Ph.D., J.D.	2024	485,000	—		1,216,621		1,871,520	242,500	—	3,815,641
Chief Strategy Officer	2023	450,000	75,000	(6)	1,017,990		—	198,000	—	1,740,990

(1)

In accordance with SEC rules, this column reflects the aggregate grant date fair value of the awards computed in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in Note 4 to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024. These amounts do not reflect the actual economic value that will be realized by our named executive officers upon the vesting, exercise, or the sale of the shares of common stock underlying such awards.

(2)

The amounts shown in this column represent the aggregate grant date fair value of all time-based RSUs for the years indicated, computed in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in Note 4 to our financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The grant date fair value for time-based RSUs is measured in accordance with ASC 718 and based on the closing price of our common stock on the date of grant. The amounts shown in this column do not necessarily correspond to the actual value recognized or that may be recognized by our named executive officers. For further information regarding such equity awards, please see the “Outstanding Equity Awards at Fiscal Year End” tables and related footnotes below in our CD&A above. The amounts shown in this column relate to RSUs granted on January 2, 2025, but for which the ASC 718 grant date is deemed to be in December 2024 (the date of applicable approval).

(3)

The amounts disclosed represent annual performance-based bonuses earned in 2024 and 2023.

(4)

Mr. Reardon's service as our Acting Chief Financial Officer ended in August 2024, but he continued service with us as a consultant to the Company through December 31, 2024.

(5)

In August 2024, and in connection with the resignation of Mr. Reardon, the Compensation Committee of the Board of Directors approved the following modifications to the terms of Mr. Reardon’s outstanding equity awards as defined within a transition and consulting agreement with Mr. Reardon (the “Transition Agreement”): (a) acceleration of the vesting of unvested stock options such that the number of options that would have vested through June 30, 2026, are vested and

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exercisable, with such acceleration deemed effective as of December 31, 2024, subject to service conditions described within the Transition Agreement; and (b) extension of the post-termination exercise period for outstanding options until the earlier of December 31, 2027 or the original expiration date of such options, subject to the Company’s ability to take any actions permitted under the Plans, as applicable. Of the amount reported in this column, $6,652,707 represents the increase in grant date fair value to these awards under ASC 718 due to the modifications.

(6)

Amount consists of a $75,000 one-time discretionary bonus paid in January 2024 for 2023 services performed.

Other Compensation and Benefits

All of our named executive officers are eligible to participate in our employee benefit plans, including our medical, dental, vision and life plans, in each case on the same basis as all of our other employees. We pay the premiums for the life, disability, accidental death and dismemberment insurance for all of our employees, including our named executive officers. We generally provide limited perquisites or personal benefits to our named executive officers.

Compensation Recovery Policies

As a public company, if we are required to restate our financial results due to our material noncompliance with any financial reporting requirements under the federal securities laws as a result of misconduct, our executive officers may be legally required to reimburse our Company for any bonus or other incentive-based or equity-based compensation they receive in accordance with the provisions of section 304 of the Sarbanes-Oxley Act of 2002, as amended. Additionally, we have implemented a Dodd-Frank Act-compliant clawback policy, as required by SEC rules.

401(k) Plan

We maintain a 401(k) plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees are able to defer eligible compensation up to certain Code limits, which are updated annually. We have the ability to make matching and discretionary contributions to the 401(k) plan. Currently, we do not make matching contributions or discretionary contributions to the 401(k) plan; however, the 401(k) plan is a “safe harbor” plan under which the Company makes a mandatory annual contribution of up to 3% of eligible employees’ compensation. These non-elective contributions, as well as employee elective deferrals, are always 100% vested at all times. The 401(k) plan is intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), with the related trust intended to be tax exempt under Section 501(a) of the Code. Contributions to the 401(k) plan are deductible by us when made, and contributions and earnings on those amounts are not generally taxable to the employees until withdrawn or distributed from the 401(k) plan.

Pension Benefits

Other than with respect to tax-qualified defined contribution plans such as our 401(k) plan, our named executive officers did not participate in any plan that provides for retirement payments and benefits, or payments and benefits that will be provided primarily following retirement.

Nonqualified Deferred Compensation

Our named executive officers did not participate in, or earn any benefits under, a non-qualified deferred compensation plan sponsored by us during the fiscal year ended December 31, 2024. The Compensation Committee may elect to adopt qualified or nonqualified defined benefit plans in the future if it determines that doing so is in our best interests.

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Outstanding Equity Awards at Fiscal Year End

The following table presents the outstanding equity incentive plan awards held by each named executive officer as of December 31, 2024, including one former executive officer who departed from the Company during the fiscal year.


		Option Awards(1)						Stock Awards(3)
Executive Officer	Grant Date	Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)		Option Exercise Price Per Share ($)(2)	Option Expiration Date	Number of Shares or Units of Stock that Have Not Vested (#)(4)	Market Value of Shares or Units of Stock that Have Not Vested($)(5)
David Campbell, Ph.D.	1/16/2020	64,050		—		0.11	1/15/2030
	9/1/2020	448,350		—		0.59	8/31/2030
	3/10/2021	704,550	(6)	—		4.21	3/9/2031
	5/14/2021	727,608	(7)	—		10.59	5/13/2031
	1/3/2022	258,307		95,943		20.24	1/2/2032
	1/3/2023	148,541		161,459	<

SEC Form DEF 14A filed by Janux Therapeutics Inc.