Charles Winter
About Charles Winter
Charles Winter, 56, is Chief Technical Officer at Janux Therapeutics, serving since January 2023 and previously SVP of Chemistry, Manufacturing and Controls (CMC) from March 2021 to December 2022 . He holds a B.S. in chemical engineering from the University of Wisconsin–Madison . Company performance during his tenure included strong total shareholder return (value of a $100 investment) rising to 406.53 in 2024 while net loss was $68.99 million; in 2023, TSR was 81.47 and net loss $58.29 million . Janux prohibits hedging and margining of company stock and maintains a Dodd-Frank-compliant clawback, aligning incentives and governance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Genentech | Senior Group Leader and Principal Engineer | 1994–Sep 2011 | Leadership in biologics engineering (role description) |
| Gilead | Director of Biologics Development | Sep 2011–Jun 2015 | Led biologics development operations |
| JHL Biotech | VP Manufacturing & Technology | Jul 2015–Aug 2016 | Ran cGMP contract manufacturing plant |
| Denali Therapeutics | Head of Biologics | Nov 2016–Jun 2018 | Biologics leadership for pipeline programs |
| Synthorx (acquired by Sanofi Jan 2020) | VP CMC | Jun 2018–Jan 2020 | Built CMC capabilities pre‑acquisition |
| Sanofi | VP CMC | Jan 2020–Aug 2020 | Continued CMC leadership post‑acquisition |
| AnaptysBio | VP CMC | Aug 2020–Mar 2021 | Advanced CMC for biologics |
External Roles
- No public company directorships or external board roles disclosed for Winter .
Fixed Compensation
| Metric | 2022 | 2023 |
|---|---|---|
| Base Salary ($) | 315,000 | 410,000 |
| Discretionary Bonus ($) | — | — |
| Non-Equity Incentive (Annual Bonus) ($) | 103,950 | 180,400 |
| Option Awards ($, ASC 718 grant-date) | 1,133,808 | 1,017,990 |
| Total Compensation ($) | 1,552,758 | 1,608,390 |
- Base salary increased to $457,000 effective January 2024 under his employment agreement .
- Target annual bonus set at 40% of base salary (effective 2023) .
Performance Compensation
| Year | Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|---|
| 2023 | Corporate R&D and governance objectives tied to clinical programs | Not disclosed | 100% | 110% corporate achievement | Annual cash bonus of $180,400 for Winter | Goals covered milestones across JANX programs |
- Company introduced RSUs for NEO long-term incentives for 2025 to strengthen retention; Winter’s disclosed equity in 2023 was options only .
Equity Ownership & Alignment
| As of | Total Beneficial Ownership (shares) | % of Shares Outstanding | Breakdown: Direct Shares | Options Exercisable within 60 Days | Pledged/Hedged |
|---|---|---|---|---|---|
| Feb 15, 2024 | 266,212 | <1% | 51,458 | 214,754 | Hedging and margining prohibited by policy; no pledging disclosed |
Stock ownership guidelines for executives are not disclosed in the proxy materials.
Outstanding Equity Awards & Vesting (as of Dec 31, 2023)
| Grant Date | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($/sh) | Option Expiry | Vesting Notes |
|---|---|---|---|---|---|
| 3/10/2021 | 69,174 | — | 4.21 | 3/9/2031 | Immediately exercisable; remaining unvested shares vest over 4 years |
| 5/14/2021 | 70,455 | — | 10.59 | 5/13/2031 | Immediately exercisable; remaining unvested shares vest over 4 years |
| 1/3/2022 | 37,375 | 40,625 | 20.24 | 1/2/2032 | 25% at 1 year, then monthly over 36 months |
| 1/3/2023 | — | 100,000 | 14.02 | 1/2/2033 | 25% at 1 year, then monthly over 36 months |
Employment Terms
- Employment Agreement: Winter’s base salary set to $457,000 effective January 2024; target bonus 40% of base; initial option grant at hire detailed in equity tables .
- Change in Control and Severance Plan (double-trigger):
- Regular termination (no change-in-control): 9 months base salary + up to 9 months COBRA premiums .
- Change-in-control termination: Lump sum of 18 months base salary + 150% of target bonus + prorated target bonus + full acceleration of unvested equity + up to 18 months COBRA (CEO receives additional 6 months COBRA cash; not applicable to Winter) .
- Clawback: Dodd‑Frank compliant clawback policy implemented; Sarbanes‑Oxley Section 304 recovery applies to misconduct-related restatements .
- Anti-hedging/anti-margining: Company prohibits short sales, options, hedging transactions, and margining/borrowing against Janux securities .
Investment Implications
- Alignment and retention: Winter’s compensation emphasizes long-duration stock options with four-year vest schedules, directly linking value realization to share price appreciation and continued service; Janux’s adoption of RSUs for 2025 broadens retention tools for executives, though no RSUs are disclosed for Winter in 2023 .
- Change-in-control economics: Standard biotech double-trigger severance with equity acceleration could reduce retention risk in strategic transactions; no single-trigger severance and no excise-tax gross-ups mitigate shareholder-unfriendly features .
- Ownership/skin-in-the-game: Beneficial ownership <1% with a sizable portion in options exercisable within 60 days enhances exposure to equity upside but implies limited absolute share count; hedging and margining prohibitions reduce misalignment and selling pressure risk from pledging .
- Performance context: Company TSR accelerated in 2024, but net losses remained material, underscoring execution dependence on clinical milestones—consistent with bonus frameworks tied to R&D objectives .