Janux Therapeutics Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect two nominees (Eric Dobmeier and Natasha Hernday) as Class II directors to serve three-year terms expiring in 2029.

2. 2

   Ratification of Selection of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.

3. 3

   Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement (Say-on-Pay).

   More detail

   This advisory management proposal requests a non-binding shareholder approval of the Company’s named executive officer compensation as disclosed in the proxy statement, including narrative and tabular disclosures. Management is seeking this advisory approval to confirm stockholder support for its executive compensation framework, which emphasizes a mix of base salary, performance-based annual cash incentives tied primarily to corporate and individual goals, and long-term equity incentives (stock options and RSUs) to align pay with long-term shareholder value. The Compensation Committee sets target bonus opportunities and corporate goals, and used a peer-group analysis and an independent compensation consultant when determining pay levels and equity mix; the Board highlights that bonuses are partly tied to corporate R&D and program milestones and that equity awards vest over multi-year schedules to promote retention. The advisory vote is non-binding, but the Board and Compensation Committee state they will review and consider the voting outcome and stockholder feedback when making future compensation decisions. The Board recommends a vote “FOR,” arguing the program appropriately balances retention, performance incentives, and alignment with stockholder interests and noting prior strong stockholder support (97.9% in favor in 2025). Risks are mitigated by governance features such as clawback policy, limits on hedging, and independent Compensation Committee oversight, but the program does include multi-year equity grants and change-in-control severance protections that could be scrutinized by investors. Given the Company’s clinical-stage status, a significant portion of pay is equity-based, increasing sensitivity of realized pay to clinical and stock performance; the advisory vote thus functions as a governance signal on whether current incentives are acceptable to investors. In evaluating this proposal, sophisticated analysts should weigh the alignment between the stated corporate goals (PSMA and EGFR program milestones, R&D, pipeline and BD objectives) and realized payouts, the Compensation Committee’s use of discretion (including modifiers to corporate goal achievement), the structure of severance and change-in-control protections, and recent historical support for management’s pay decisions when assessing shareholder sentiment and potential future adjustments.

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When is the Janux Therapeutics Inc 2026 annual meeting?

Janux Therapeutics Inc (JANX) holds its 2026 annual shareholder meeting on Thursday, June 11, 2026.

What is the record date for the Janux Therapeutics Inc 2026 meeting?

The record date for the Janux Therapeutics Inc 2026 meeting is Friday, April 17, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Janux Therapeutics Inc's 2026 meeting?

The board is presenting 2 director nominees at the Janux Therapeutics Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Janux Therapeutics Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Janux Therapeutics Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.