DEF 14A of Janux Therapeutics, Inc., Apr 25, 2025

DEF 14A of Janux Therapeutics, Inc.

Filed Apr 25, 2025 · FY20240000950170-25-058806

Open on EDGAR

  1. ELECTION OF DIRECTORS

    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.

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

    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. 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.

  3. Directors Continuing in Office Until the 2026 Annual Meeting

    Directors Continuing in Office Until the 2026 Annual Meeting 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 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.

  4. Directors Continuing in Office Until the 2027 Annual Meeting

    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 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.

  5. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  6. Compensation Philosophy and Objectives

    | 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 |

  7. Role of the Independent Compensation Consultant

    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 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.

  8. Role of the Independent Compensation Consultant

    | 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) |

  9. Annual Base Salary

    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. 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.

  10. Annual Cash Incentive Compensation

    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.

  11. Annual Cash Incentive Compensation

    | 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% |

  12. Annual Cash Incentive Compensation

    (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. 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.

  13. Annual Cash Incentive Compensation

    | 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% |

  14. Equity-Based Compensation

    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 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.

  15. Equity-Based Compensation

    | 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 |

  16. Equity-Based Compensation

    | 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 |

  17. Equity-Based Compensation

    (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. 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.

  18. SUMMARY COMPENSATION TABLE

    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.

  19. SUMMARY COMPENSATION TABLE

    | 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 |

  20. SUMMARY COMPENSATION TABLE

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

  21. Pension Benefits

    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.

  22. Nonqualified Deferred Compensation

    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.

  23. Outstanding Equity Awards at Fiscal Year End

    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.

  24. Outstanding Equity Awards at Fiscal Year End

    | | | 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 | 14.02 | 1/2/2033 | | | | | 1/2/2024 | | 356,500(8) | 11.02 | 1/1/2034 | | | | | 12/12/2024 | | | | | 81,000(9) | 4,336,740 | | Tighe Reardon | 5/14/2021 | 4,003 | 20,016(10) | 10.59 | 5/13/2031 | | | | | 1/3/2022 | | 31,620(10) | 20.24 | 1/2/2032 | | | | | 1/3/2023 | | 41,250(10) | 14.02 | 1/2/2033 | | | | | 1/2/2024 | | 94,854(10) | 11.02 | 1/1/2034 | | | | Thomas DiRaimondo, Ph.D. | 9/1/2020 | 153,720 | — | 0.59 | 8/31/2030 | | | | | 3/10/2021 | 140,910(11) | — | 4.21 | 3/9/2031 | | | | | 5/14/2021 | 256,200(12) | — | 10.59 | 5/13/2031 | | | | | 1/3/2022 | 17,478 | 6,492 | 20.24 | 1/2/2032 | | | | | 1/3/2023 | 33,541 | 36,459 | 14.02 | 1/2/2033 | | | | | 1/2/2024 | — | 147,000(13) | 11.02 | 1/1/2034 | | | | | 12/4/2024 | | | | | 24,000(14) | 1,284,960 | | Byron Robinson, Ph.D., J.D. | 3/1/2022 | 162,916 | 67,084 | 16.81 | 2/29/2032 | | | | | 1/3/2023 | 47,916 | 52,084 | 14.02 | 1/2/2033 | | | | | 1/2/2024 | — | 151,500(15) | 11.02 | 1/1/2034 | | | | | 12/4/2024 | | | | | 28,000(16) | 1,499,120 |

  25. Outstanding Equity Awards at Fiscal Year End

    (1) Option awards with grant dates prior to June 10, 2021 were granted under the 2017 Equity Incentive Plan (the “2017 Plan”). Option awards with grant dates on or after June 10, 2021 were granted under the 2021 Plan. All of the option awards listed in the table with a grant date prior to June 10, 2021 were granted with an exercise price per share that is no less than the fair market value of our common stock on the date of grant of such award, as determined in good faith by our Board of Directors. All of the option awards granted on or after June 10, 2021 are granted with an exercise price per share that is the closing price of our common stock on the date of grant. All of the outstanding RSU awards were granted under and subject to the terms of the 2021 Plan. Except as otherwise indicated, each RSU award vests as to one-fourth (1/4th) of the total number of shares granted on the first, second, third and fourth anniversaries of the date of grant subject to the executive’s continuous service with us through the vesting dates and the potential vesting acceleration described below under “—Potential Payments upon Termination or Change in Control.” (4) 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). (5) Market value is evaluated using our December 31, 2024 closing stock price. (6) This option is immediately exercisable, but if exercised the underlying shares would be subject to a repurchase right in favor of the company that lapses over a vesting schedule. 44,035 of these options are unvested as of December 31, 2024, one-fourth (1/4th) of the shares vest one year after March 10, 2021; the balance of the shares vest in a series of 36 successive equal monthly installments measured from the first anniversary of March 10, 2021, subject to optionholder’s continuous service as of each such vesting date. (7) This option is immediately exercisable, but if exercised the underlying shares would be subject to a repurchase right in favor of the company that lapses over a vesting schedule. 75,793 of these options are unvested as of December 31, 2024, one-fourth (1/4th) of the shares vest one year after May 14, 2021; the balance of the shares vest in a series of 36 successive equal monthly installments measured from the first anniversary of May 14, 2021, subject to optionholder’s continuous service as of each such vesting date. (8) All of the shares underlying this option are unvested as of December 31, 2024, one-fourth (1/4th) of the shares vest one year after January 2, 2024; the balance of the shares vest in a series of 36 successive equal monthly installments measured from the first anniversary of January 2, 2024, subject to optionholder’s continuous service as of each such vesting date. (9) All of the shares underlying this RSU award are unvested as of December 31, 2024, one-fourth (1/4th) of the shares vest one year after January 2, 2025; the balance of the shares vest in a series of 3 successive equal annual installments measured from the first anniversary of January 2, 2025, subject to optionholder’s continuous service as of each such vesting date. (10) Mr. Reardon's Transition Agreement as described in note five of the above Summary Compensation Table was subject to a seven-day revocation period following the date of signing. As such, the stock options that vested in accordance with the Transition Agreement remained unexercisable at December 31, 2024. (11) This option is immediately exercisable, but if exercised the underlying shares would be subject to a repurchase right in favor of the company that lapses over a vesting schedule. 8,807 of these options are unvested as of December 31, 2024, one-fourth (1/4th) of the shares vest one year after March 10, 2021; the balance of the shares vest in a series of 36 successive equal monthly installments measured from the first anniversary of March 10, 2021, subject to optionholder’s continuous service as of each such vesting date. (12) This option is immediately exercisable, but if exercised the underlying shares would be subject to a repurchase right in favor of the company that lapses over a vesting schedule. 26,688 of these options are unvested as of December 31, 2024, one-fourth (1/4th) of the shares vest one year after May 14, 2021; the balance of the shares vest in a series of 36 successive equal monthly installments measured from the first anniversary of May 14, 2021, subject to optionholder’s continuous service as of each such vesting date. (13) All of the shares underlying this option are unvested as of December 31, 2024, one-fourth (1/4th) of the shares vest one year after January 2, 2024; the balance of the shares vest in a series of 36 successive equal monthly installments measured from the first anniversary of January 2, 2024, subject to optionholder’s continuous service as of each such vesting date. (14) All of the shares underlying this RSU award are unvested as of December 31, 2024, one-fourth (1/4th) of the shares vest one year after January 2, 2025; the balance of the shares vest in a series of 3 successive equal annual installments measured from the first anniversary of January 2, 2025, subject to the executive's continuous service as of each such vesting date. (15) All of the shares underlying this option are unvested as of December 31, 2024, one-fourth (1/4th) of the shares vest one year after January 2, 2024; the balance of the shares vest in a series of 36 successive equal monthly installments measured from the first anniversary of January 2, 2024, subject to optionholder’s continuous service as of each such vesting date. (16) All of the shares underlying this RSU award are unvested as of December 31, 2024, one-fourth (1/4th) of the shares vest one year after January 2, 2025; the balance of the shares vest in a series of 3 successive equal annual installments measured from the first anniversary of January 2, 2025, subject to optionholder’s continuous service as of each such vesting date. Options held by our named executive officers are eligible for accelerated vesting under specified circumstances. Please see the subsection titled “—Potential Payments Upon Termination or Change in Control” below for a description of such potential acceleration.

  26. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Regardless of the manner in which a named executive officer’s service terminates, each named executive officer, other than Mr. Reardon, is entitled to receive amounts earned during their term of service, including unpaid salary and unused paid time off, as applicable. In addition, each (other than Mr. Reardon) is entitled to certain severance benefits under the Change in Control and Severance Benefit Plan, as described below. The following table sets forth information regarding potential payments that would have been made to our named executive officers, other than Mr. Reardon, on various termination or change in control events assuming such events occurred as of December 31, 2024, the last trading day of 2024.

  27. Potential Payments Upon Termination or Change in Control

    | | Involuntary Termination Without Cause or Resignation for Good Reason Not in Connection with a Change in Control | | | | | Involuntary Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control | | | | | | Executive Officer | Salary Severance ($) | Bonus Severance ($) | Value of Continued Health Coverage ($) | Value of Accelerated Vesting ($) | Total | Salary Severance ($) | Bonus Severance ($) | Value of Continued Health Coverage ($) | Value of Accelerated Vesting ($) | Total | | David Campbell, Ph.D. | 646,000 | — | 30,705 | — | 676,705 | 1,292,000 | 1,162,800 | 61,410 | 34,498,829 | 37,015,039 | | Thomas DiRaimondo, Ph.D. | 315,000 | — | 19,032 | — | 334,032 | 630,000 | 420,000 | 38,064 | 10,773,267 | 11,861,331 | | Byron Robinson, Ph.D., J.D. | 363,750 | — | 39,699 | — | 403,449 | 727,500 | 485,000 | 79,397 | 12,463,255 | 13,755,152 |

  28. Pay Versus Performance

    Pay Versus Performance The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and named executive officer (“NEO”) pay. This disclosure is intended to comply with the requirements of Item 402(v) of Regulation S-K applicable to “smaller reporting companies.” For further information regarding our compensation philosophy and how we seek to align executive compensation with the Company’s performance, refer to “Executive Compensation.”

  29. Required Tabular Disclosure of Pay Versus Performance

    Required Tabular Disclosure of Pay Versus Performance The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid for NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” (“CAP”) is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in the “Executive Compensation” section above.

  30. Required Tabular Disclosure of Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | Fiscal Year | Summary Compensation Table Total for PEO ($)(1)(2) | Compensation Actually Paid to PEO ($)(1)(3) | Average Summary Compensation Table Total for non-PEO NEOs ($)(1)(2) | Average Compensation Actually Paid to non-PEO NEOs ($)(1)(3) | Total Shareholder Return ($)(4) | Net Income ($M)(5) | | 2024 | 8,974,873 | 55,192,709 | 5,047,927 | 16,865,449 | 406.53 | (68.99) | | 2023 | 4,193,269 | 1,052,606 | 1,674,690 | 1,099,998 | 81.47 | (58.29) |

  31. Required Tabular Disclosure of Pay Versus Performance

    (1) The following individuals are our PEO and other non-PEO NEOs for each fiscal year:

  32. Required Tabular Disclosure of Pay Versus Performance

    | Year | PEO | Non-PEO NEOs | | 2024 | David Campbell, Ph.D. | Tighe Reardon, Thomas DiRaimondo, Byron Robinson Ph.D., J.D. | | 2023 | David Campbell, Ph.D. | Byron Robinson, Ph.D., J.D., Charles Winter |

  33. Required Tabular Disclosure of Pay Versus Performance

    (2) Represents the amount of total compensation reported for Dr. Campbell (our Chief Executive Officer) and the average total compensation for our non-PEO NEOs for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table.” Represents the amount of CAP to Dr. Campbell and the average amount of CAP to our Non-PEO NEOs, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the reported total compensation for each year to determine the CAP:

  34. Required Tabular Disclosure of Pay Versus Performance

    | | PEO 2024 ($) | Average of Non-PEO NEOs 2024 ($) | PEO 2023 ($) | Average of Non-PEO NEOs 2023 ($) | | Summary Compensation Table (SCT) Total | 8,974,873 | 5,047,927 | 4,193,269 | 1,674,690 | | Deduct: Grant Date Fair Value of “Stock Awards” and “Option Awards” columns in the SCT for Applicable Year* | 7,844,373 | 2,377,858 | 3,155,769 | 1,017,990 | | Add: Fair Value at Applicable FY End of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End* | 21,848,627 | 5,815,636 | 2,188,604 | 706,001 | | Add: Change in Fair Value from the end of the Prior FY to the end of the Applicable FY of Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End* | 15,325,254 | 2,671,871 | (1,828,521) | (282,675) | | Add: Change in Fair Value from the end of the Prior FY to the Vesting Date of Awards Granted during Prior FY that Vested During Applicable FY* | 16,888,329 | 4,300,997 | (344,978) | 19,971 | | Add: Vesting Date Fair Value of Awards that were Granted and Vested During Applicable FY* | — | 1,444,628 | — | — | | Deduct: Fair Value at Prior Year End of Awards Granted during Prior FY that were Forfeited during Applicable FY* | — | 37,752 | — | — | | CAP | 55,192,709** | 16,865,449 | 1,052,606** | 1,099,998** |

  35. Required Tabular Disclosure of Pay Versus Performance

    *The fair values of stock options vested during the fiscal year or outstanding as of fiscal year end were estimated using the Black-Scholes option pricing model with the following assumptions, which may be materially different from the assumptions used for estimating the grant-date fair value as reported in the “Option Awards” columns in the Summary Compensation Table:

  36. Required Tabular Disclosure of Pay Versus Performance

    | Expected term (in years) | 1.82 – 7.67 | | Expected volatility | 79.4 – 118.4% | | Risk-free interest rate | 3.36 – 4.86 | | Expected dividend rate | — |

  37. Required Tabular Disclosure of Pay Versus Performance

    **Totals are rounded (4) For the relevant fiscal year, represents the cumulative TSR of our common stock and the Nasdaq Biotechnology Index at the end of each fiscal year. In each case, assume an initial investment of $100 on December 31, 2022. The dollar amounts reported represent the amount of net loss reflected in the Company’s audited financial statements for the applicable year.

  38. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table summarizes the compensation earned by or paid to each of the non-employee directors for the fiscal year ended December 31, 2024:

  39. DIRECTOR COMPENSATION FOR FISCAL YEAR 2024

    DIRECTOR COMPENSATION FOR FISCAL YEAR 2024

  40. DIRECTOR COMPENSATION FOR FISCAL YEAR 2024

    | Name | Fees Earned or Paid in Cash ($) | Options Awards ($)(1)(2) | Stock Awards ($)(1)(3) | Total ($) | | Ron Barrett, Ph.D. | 72,038 | 244,532 | 99,500 | 416,070 | | Vickie Capps | 55,000 | 244,532 | 99,500 | 399,032 | | Eric Dobmeier(4) | 18,043 | 700,962 | 278,401 | 997,406 | | Sheila Gujrathi, M.D. | 40,000 | 244,532 | 99,500 | 384,032 | | Natasha Hernday(4) | 18,043 | 700,962 | 278,401 | 997,406 | | Winston Kung | 47,500 | 244,532 | 99,500 | 391,532 | | Jay Lichter, Ph.D.(5) | 41,372 | 244,532 | 99,500 | 385,404 | | Alana McNulty | 47,500 | 244,532 | 99,500 | 391,532 | | Jake Simson, Ph.D. | 54,500 | 244,532 | 99,500 | 398,532 |

  41. DIRECTOR COMPENSATION FOR FISCAL YEAR 2024

    (1) Amounts listed in the “Option Awards” and “Stock Awards” columns represent the aggregate grant date fair value amount computed as of the grant date of each option award or stock award granted in 2024 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. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Our directors will only realize compensation to the extent the trading price of our common stock is greater than the exercise price of such stock awards or the sale of the common stock underlying such option awards or stock awards. (2) The aggregate number of shares subject to outstanding stock options held as of December 31, 2024 by the non-employee directors who are listed in the table above, which includes grants made to the non-employee directors in 2024 and prior calendar years, are as follows: 63,350 shares subject to outstanding stock options for Dr. Barrett; 65,375 shares subject to outstanding stock options for Ms. Capps; 20,811 shares subject to outstanding stock options for Mr. Dobmeier; 90,995 shares subject to outstanding stock options for Dr. Gujrathi; 20,811 shares subject to outstanding stock options for Ms. Hernday; 60,225 shares subject to outstanding stock options for Mr. Kung; no shares subject to outstanding stock options for Dr. Lichter; 63,350 shares subject to outstanding stock options for Ms. McNulty and 63,350 shares subject to outstanding stock options for Dr. Simson. (3) The aggregate number of RSUs held as of December 31, 2024 by the non-employee directors who are listed in the table above, which includes grants made to the non-employee directors in 2024, are as follows: 2,500 shares subject to outstanding stock awards for Dr. Barrett; 2,500 shares subject to outstanding stock awards for Ms. Capps; 6,231 shares subject to outstanding stock awards for Mr. Dobmeier; 2,500 shares subject to outstanding stock awards for Dr. Gujrathi; 6,231 shares subject to outstanding stock awards for Ms. Hernday; 2,500 shares subject to outstanding stock awards for Mr. Kung; no shares subject to outstanding stock awards for Dr. Lichter; 2,500 shares subject to outstanding stock awards for Ms. McNulty; and 2,500 shares subject to outstanding stock awards for Dr. Simson. (4) Mr. Dobmeier and Ms. Hernday each joined our Board of Directors in July 2024. Amounts listed in the “Option Awards” and “Stock Awards” columns include both initial grants and prorated annual grants. (5) Dr. Lichter resigned from our Board of Directors in July 2024. Following Dr. Lichter's resignation as a non-employee director, the Board of Directors approved the following modifications to the terms of Dr. Lichter's outstanding equity awards: (i) acceleration of the vesting in full of the stock options and RSUs granted to Dr. Lichter in 2024, and (ii) extension of the post-termination exercise period for all outstanding stock options granted to Dr. Lichter until the earlier of the third anniversary of Dr. Lichter’s resignation or the original expiration date of such options. As a result of such modifications, the grant date fair value of these equity awards computed under ASC 718 are as follows: $252,240 for stock options granted in 2021; $56,208 for stock options granted in 2022; $74,881 for stock options granted in 2023; $254,632 for stock options granted in 2024; and $110,610 for RSUs granted in 2024. In June 2024, we granted stock options to purchase shares of our common stock to all of our then serving non-employee directors, at an exercise price of $39.80 per share, consisting of 8,350 shares to each such director. These stock options will vest in 12 equal monthly installments, subject to each such director’s continued service through each vesting date. These stock options were granted as the annual option grant provided for in our Non-Employee Director Compensation Policy, as described below. In June 2024, we granted RSUs to all of our then serving non-employee directors, consisting of 2,500 RSUs to each such director. These RSUs will vest on the earlier of the first anniversary of the date of grant or our next annual stockholders meeting, subject to each such director’s continued service through such vesting date. These RSUs were granted as the annual RSU awards provided for in our Non-Employee Director Compensation Policy, as described below. In July 2024, in connection with the appointment of Mr. Dobmeier and Ms. Hernday to our Board of Directors, we granted each such new director the following equity awards: (i) a stock option to purchase 16,700 shares of our common stock, at an exercise price of $44.68 per share, which will vest in 36 equal monthly installments; (ii) RSUs covering 5,000 shares of our common stock, which will vest in three equal annual installments; (iii) a stock option to purchase 4,111 shares of our common stock, at an exercise price of $44.68 per share, which will vest in 12 equal monthly installments; and (iv) RSUs covering 1,231 shares of our common stock, which will vest on the first anniversary of the date of grant. The vesting of each of these equity awards is subject to the director’s continued service through the applicable vesting dates. The awards described in (i) and (ii) above were granted as the initial grants and the awards described in (iii) and (iv) were granted as the prorated annual grants provided for in our Non-Employee Director Compensation Policy, as described below. Our Board of Directors adopted a Non-Employee Director Compensation Policy in June 2021 that became effective June 10, 2021 and is applicable to all of our non-employee directors. Following review of a comprehensive assessment of our non-employee director compensation program prepared by FW Cook, and a recommendation by the Compensation Committee of our Board of Directors, the Non-Employee Director Compensation Policy was most recently amended and restated in March 2025, with changes effective April 1, 2025. The Non-Employee Director Compensation Policy, as in effect during 2024, provided that each such non-employee director is entitled to receive the following compensation for service on our Board of Directors for 2024: • an annual cash retainer of $40,000 ($45,000 beginning in 2025); • an additional annual cash retainer of $35,000 for service as Chair of the Board of Directors; • an additional annual cash retainer of $7,500 ($10,000 beginning in 2025), $6,000 ($7,500 beginning in 2025) and $4,250 ($5,000 beginning in 2025) for service as a member of the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee, respectively (not applicable to committee chairs); • an additional annual cash retainer of $15,000 ($20,000 beginning in 2025), $12,000 ($15,000 beginning in 2025) and $8,500 ($10,000 beginning in 2025) for service as Chair of the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee, respectively; • an initial option grant to purchase 16,700 (23,334 beginning in 2025) shares of our common stock on the date of each such non-employee director’s appointment to our Board of Directors, with the shares vesting in 36 equal monthly installments, subject to continued service as a director through each vesting date; • an initial RSU award covering 5,000 (7,500 beginning in 2025) shares of our common stock on the date of each such non-employee director’s appointment to our Board of Directors, with the shares vesting in three equal annual installments, subject to continued service as a director through each vesting date; •

  42. DIRECTOR COMPENSATION FOR FISCAL YEAR 2024

    an annual option grant to purchase 8,350 (11,667 beginning in 2025) shares of our common stock on the date of each of our annual stockholder meetings, with the shares vesting in 12 equal monthly installments or if earlier, fully vested as of the next annual stockholders meeting, subject to continued service as a director though each vesting date. In addition to the initial option grant described above, in the event a director is appointed prior to an annual stockholder meeting, such director will receive a prorated annual option grant; and an annual RSU award covering 2,500 (3,750 beginning in 2025) shares of our common stock on the date of each of our annual stockholder meetings, with the shares vesting on the earlier of the first anniversary of the date of grant or if earlier, fully vested as of the next annual stockholders meeting, subject to continued service as a director though the applicable vesting date. In addition to the initial RSU grant described above, in the event a director is appointed prior to an annual stockholder meeting, such director will receive a prorated annual RSU grant. Each non-employee director may elect to defer the delivery of shares in settlement of any RSU award granted under the Non-Employee Director Compensation Policy that would otherwise be delivered to such non-employee director on or following the date such award vests pursuant to the terms of a deferral election such non-employee director makes in accordance with the non-employee director compensation policy. In addition, in the event the aggregate grant date fair value of (i) the initial option grant and initial RSU grant, computed under ASC 718, would have a value in excess of $900,000, such initial equity awards will be reduced on a pro rata basis until such value is equal to $900,000 and (ii) the annual option grant (or prorated annual option grant, as applicable) and the annual RSU grant (or prorated annual RSU grant, as applicable), computed under ASC 718, would have a value in excess of $450,000, such annual equity awards (or prorated annual equity awards, as applicable), will be reduced on a pro rata basis until such value is equal to $450,000. Each of the options granted under the Non-Employee Director Compensation Policy will be granted under our 2021 Plan. Each option and RSU awarded to directors under the Non-Employee Director Compensation Policy will be subject to accelerated vesting upon a “change in control” (as defined in the 2021 Plan). The term of each option will be ten years, subject to earlier termination as provided in the 2021 Plan. We have reimbursed and will continue to reimburse all of our non-employee directors for their reasonable out-of-pocket expenses incurred in attending Board of Directors and committee meetings. Director’s fees are prorated to the date the director is appointed or elected.