Janux Therapeutics (JANX) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 11, 2025, to be held virtually; record date is April 17, 2025.

• Four main proposals: election of three Class I directors, ratification of Ernst & Young LLP as auditor, advisory vote on executive compensation, and advisory vote on frequency of future say-on-pay votes.

• Board recommends voting FOR all director nominees, FOR auditor ratification, FOR executive compensation, and for a ONE YEAR frequency for say-on-pay votes.

• Only stockholders of record as of April 17, 2025, are entitled to vote; 59,168,490 shares outstanding.

Voting matters and shareholder proposals

• Election of three Class I directors for three-year terms expiring at the 2028 Annual Meeting.

• Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2025.

• Advisory approval of named executive officer compensation (say-on-pay).

• Advisory vote on frequency of future say-on-pay votes, with Board recommending annual (one year) frequency.

• Procedures for submitting shareholder proposals and director nominations for the 2026 Annual Meeting are detailed, with deadlines and requirements specified.

Board of directors and corporate governance

• Board consists of nine members, divided into three classes with staggered three-year terms.

• Majority of directors are independent per Nasdaq standards; only the CEO is not independent.

• Board leadership is separated between Chair (Dr. Barrett) and CEO (Dr. Campbell).

• Three standing committees: Audit, Compensation, and Nominating and Corporate Governance, all comprised of independent directors.

• Board and committees met regularly in 2024, with high attendance rates.

• Formal process for stockholder communications with the Board is in place.

• Code of Business Conduct and Ethics applies to all officers, directors, and employees.