Alana McNulty
About Alana McNulty
Alana McNulty, 62, has served as an independent director of Janux Therapeutics since September 2021. She holds a B.A. in Biology from UC Santa Barbara and an M.B.A. from UCLA Anderson, and brings deep experience in corporate finance, accounting, operations, investor relations, capital markets, and strategic business development from prior CFO and CBO roles in biotechnology companies . She is a member of JANX’s Audit Committee, and the Board has affirmatively determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Effector Therapeutics, Inc. | Chief Business Officer | Jul 2019 – Jul 2022 | Senior executive; strategic BD and ops experience |
| Effector Therapeutics, Inc. | Chief Financial Officer | Jul 2012 – Dec 2020 (consulting until Oct 2015) | Corporate finance leadership |
| Lumena Pharmaceuticals Inc. | Chief Financial Officer | Jul 2012 – Nov 2014 (acquired by Shire) | Supported M&A exit |
| Excaliard Pharmaceuticals, Inc. | Chief Financial Officer | Mar 2011 – Nov 2011 (acquired by Pfizer) | Supported M&A exit |
| BrainCells, Inc. | Acting Chief Financial Officer | 2004 – 2011 | Corporate finance |
| Elitra Pharmaceuticals Inc. | Chief Financial Officer | 1998 – 2003 | Corporate finance |
| Advanced Tissue Sciences | Head of Corporate Development; GM business unit | Prior to 1998 | Corporate development and general management |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Lipidio Pharmaceuticals | Director | Feb 2023 | Biopharmaceutical company; public status not specified |
Board Governance
- Committee assignments: Audit Committee member (current members: Capps – Chair; McNulty; Kung). Audit met 6 times in 2024; Board determined Audit members are independent under Nasdaq Rule 5605 and Exchange Act Rule 10A‑3 .
- Other committees: Not listed as a member of Compensation or Nominating & Corporate Governance in 2024/2025 committee table (Compensation: Barrett – Chair; Dobmeier; Simson in 2024; Nominating: Simson – Chair; Hernday from Mar 2025) .
- Attendance: The Board held 8 meetings in 2024; each director attended at least 80% of Board and committee meetings during their service period in 2024 .
- Independence: The Board affirmatively determined all directors other than the CEO (Campbell) are independent under Nasdaq standards; Audit members are independent and financially sophisticated (Capps designated financial expert) .
- Risk oversight: Audit Committee oversees major financial, operational, regulatory, and cybersecurity risks and reports regularly to the full Board; Compensation Committee monitors incentives for excessive risk-taking .
- Hedging/margin policy: Directors are prohibited from short sales, options, hedging, or margining Company securities under the Insider Trading Policy and Code of Ethics .
- Related-person transactions oversight: Audit Committee reviews related-party transactions under a written policy; directors with an interest recuse themselves .
Fixed Compensation
| Year | Component | Amount ($) | Notes |
|---|---|---|---|
| 2024 | Annual cash retainer | 40,000 | Non-employee director policy (2024 rates) |
| 2024 | Audit Committee member retainer | 7,500 | Non-chair member fee (2024 rates) |
| 2024 | Total cash fees (reported) | 47,500 | Matches retainer + Audit member fee |
| 2025 (effective Apr 1, 2025) | Annual cash retainer | 45,000 | Policy amended Mar 2025; effective Apr 1 |
| 2025 (effective Apr 1, 2025) | Audit Committee member retainer | 10,000 | Policy amended Mar 2025; effective Apr 1 |
Performance Compensation
| Grant/Metric | 2024 Terms | Vesting | Grant Date Info / Price | Grant Date Fair Value ($) |
|---|---|---|---|---|
| Annual stock option | 8,350 options | 12 equal monthly installments; fully vested by next AGM | Exercise price $39.80 (Jun 2024 annual grants to all then-serving directors) | 244,532 (aggregate option award reported) |
| Annual RSU | 2,500 RSUs | Vests on earlier of 1st anniversary or next AGM | Granted Jun 2024 to all then-serving directors | 99,500 (aggregate stock award reported) |
| Change-in-control treatment | Options/RSUs for directors | Accelerated vesting upon “change in control” (as defined in 2021 Plan) | Policy terms; option term = 10 years | N/A |
No performance-conditional director equity (e.g., PSUs, TSR-linked awards) is disclosed; director equity awards are service‑based with defined vesting schedules and change‑in‑control acceleration .
Other Directorships & Interlocks
| Company | Role | Committees | Interlocks/Transactions |
|---|---|---|---|
| Lipidio Pharmaceuticals | Director | Not disclosed | No JANX-related transactions disclosed for McNulty |
Expertise & Qualifications
- Finance leadership across multiple biopharma companies (CFO/CBO) and corporate development experience; MBA and biology background .
- Audit Committee service with independence; Audit Committee collectively able to read and understand fundamental financial statements per Nasdaq requirements .
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Shares beneficially owned (#) | 61,262 | Beneficial ownership includes right to acquire within 60 days via options; “<1%” of outstanding |
| % of shares outstanding | <1% | Total shares outstanding were 59,096,764 as of Feb 15, 2025 |
| Options outstanding (total) | 63,350 | Aggregate outstanding options as of Dec 31, 2024 |
| Options exercisable within 60 days | 61,262 | As disclosed in footnote (17) |
| RSUs outstanding | 2,500 | As of Dec 31, 2024 |
| Hedging/margining | Prohibited | Short sales, options/hedging, and margining prohibited |
Governance Assessment
- Board effectiveness and independence: McNulty is independent and engaged (≥80% attendance), with relevant finance/accounting experience; her Audit Committee role supports robust risk oversight and related-party controls, strengthening governance quality .
- Compensation and alignment: 2024 compensation is equity‑heavy ($244,532 options; $99,500 RSUs vs. $47,500 cash), aligning director interests with shareholders; grants have standard service vesting and change‑in‑control acceleration consistent with small‑cap biotech norms .
- Conflicts and related-party exposure: No related‑party transactions involving McNulty are disclosed; Audit Committee oversees related‑party review under a formal policy, and hedging/margining are prohibited, reducing misalignment risk .
- Signals: 2025 increases to cash retainers and equity grant sizes (e.g., annual option 11,667; annual RSU 3,750; higher cash retainers) reflect market benchmarking (FW Cook review) and may modestly raise pay levels but maintain meaningful equity at‑risk exposure .
Red Flags
- None specific to McNulty disclosed: no low attendance, no related‑party transactions, no hedging/margin activity permitted by policy, and no option repricing noted for directors .