Jake Simson
About Jake Simson
Jake Simson, Ph.D. (age 39) is an independent director of Janux Therapeutics, Inc. since March 2021. He is a Partner at RA Capital Management, L.P. (since December 2020) with prior roles as associate, analyst, and principal at RA Capital from 2013–2020. He holds an S.B. in Materials Science and Engineering (MIT) and a Ph.D. in Biomedical Engineering (Johns Hopkins). His board tenure at JANX began in March 2021 and he is currently Chair of the Nominating & Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RA Capital Management, L.P. | Partner | Dec 2020–present | Biopharma investing; governance expertise brought to JANX |
| RA Capital Management, L.P. | Associate/Analyst/Principal | Jul 2013–Dec 2020 | Investment analysis and portfolio leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tyra Biosciences (public) | Director | Current (dates not disclosed) | Governance oversight; oncology domain expertise |
| Bicara Therapeutics (private) | Director | Current | Strategy oversight |
| Convergent Therapeutics (private) | Director | Current | Strategy oversight |
| Septerna (private) | Director | Current | Strategy oversight |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance (with Natasha Hernday); member of Compensation Committee in fiscal year 2024 .
- Independence: Board determined all directors other than CEO David Campbell are independent under Nasdaq standards; Simson classified independent .
- Attendance: The Board held eight meetings in 2024; each Board member attended 80% or more of aggregate Board and committee meetings during their service period .
- Board leadership: Board chaired by Ron Barrett, Ph.D.; committees have separate chairs; Nominating & Corporate Governance also reviews conflicts of interest of directors .
Fixed Compensation
| Director | Fiscal Year | Fees Earned (Cash) ($) | Option Awards ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|---|
| Jake Simson, Ph.D. | 2024 | 54,500 | 244,532 | 99,500 | 398,532 |
- Non-Employee Director Compensation Policy (2024 levels): Annual cash retainer $40,000; committee member retainers: Audit $7,500, Compensation $6,000, Nominating & Corporate Governance $4,250; committee chair retainers: Audit $15,000, Compensation $12,000, Nominating & Corporate Governance $8,500; Chair of the Board $35,000 . Changes effective April 1, 2025 increased these retainers (e.g., annual cash retainer to $45,000; committee member and chair fees up materially) .
Performance Compensation
| Grant Type | Grant Date | Quantity | Exercise/Grant Price | Vesting |
|---|---|---|---|---|
| Annual Option (2024) | Jun 2024 | 8,350 | $39.80 per share | 12 equal monthly installments; fully vested by next annual meeting |
| Annual RSU (2024) | Jun 2024 | 2,500 | N/A (RSU) | Vests on earlier of first anniversary or next annual meeting |
- Equity mix: In 2024, directors received both options and RSUs under the policy; options and RSUs accelerate upon change in control .
- Note: Director compensation is not tied to operating performance metrics (e.g., revenue, EBITDA); awards vest on time-based schedules per policy .
Other Directorships & Interlocks
- Major shareholder interlock: RA Capital Healthcare Fund, L.P. and affiliates beneficially own 12,175,165 shares and pre-funded warrants (aggregate 19.99% of common stock, subject to blocker provisions); Simson is an RA Capital Partner, indicating potential information flow and influence channel. The Board has independence determinations and a related-party transactions policy (Audit Committee oversight) to mitigate conflicts .
- Capital markets transactions: RA Capital purchased pre-funded warrants in July 2023 (503,226 warrants) and March 2024 (1,397,847 warrants) offerings; terms include $0.001 exercise price and blockers at 19.90%/19.99% ownership .
Expertise & Qualifications
- Education: S.B. Materials Science & Engineering (MIT); Ph.D. Biomedical Engineering (Johns Hopkins) .
- Domain expertise: Venture capital in biopharma; strategic and scientific literacy relevant to oncology and therapeutics .
- Governance qualifications: Chair of Nominating & Corporate Governance; experience evaluating board composition, independence, and conflicts .
Equity Ownership
| Holder | Beneficial Ownership (#) | % of Outstanding | Notes |
|---|---|---|---|
| Jake Simson, Ph.D. | 61,262 | <1% | Right to acquire via options within 60 days as of Feb 15, 2025 |
| Options Outstanding (all years) | 63,350 | N/A | Aggregate options held; not all exercisable within 60 days |
| RSUs Outstanding | 2,500 | N/A | Annual RSU grant in 2024 |
| RA Capital Healthcare Fund & affiliates | 12,175,165 | 19.99% | Includes shares and pre-funded warrants subject to ownership blockers |
- Hedging/pledging: Company prohibits hedging, short sales, options, margining, and pledging of JANX securities by directors, officers, employees, and consultants .
Governance Assessment
- Independence and committee leadership: Simson is classified independent and chairs Nominating & Corporate Governance—positive for board effectiveness and focus on independence and conflicts oversight .
- Attendance and engagement: Board and committees were active (8 Board meetings in 2024) with each director meeting at least 80% attendance—supports governance engagement .
- Compensation alignment: Director pay mix combines modest cash retainers with equity (options and RSUs) that vest over time, aligning with long-term shareholder value; 2024 total for Simson was $398,532, reflecting standard annual grants and committee roles .
- Potential conflict indicators: RA Capital’s ~20% stake alongside Simson’s RA role is a structural conflict risk; mitigants include formal independence determinations and a robust related-party transactions policy with Audit Committee review. Ongoing monitoring of RA-linked transactions (e.g., pre-funded warrants) remains prudent for investors .
- RED FLAGS: None evident on attendance or pay anomalies; no hedging/pledging permitted. Structural conflict risk due to RA Capital significant ownership and Simson’s partnership should be watched, especially around capital raises, collaborations, or transactions involving RA-affiliated entities .
Overall, Simson brings deep biopharma investing expertise and leads governance oversight as Nominating & Corporate Governance Chair; while independence is affirmed, RA Capital’s significant ownership creates a potential conflict vector that is procedurally mitigated but merits continued investor attention .