Natasha Hernday
About Natasha Hernday
Natasha Hernday, 53, is an independent director of Janux Therapeutics and has served on the board since July 2024. She brings deep experience in business development, corporate strategy, and alliance management from Seagen (Chief Business Officer; EVP Corporate Development) and 16 years at Amgen in M&A and out-licensing roles; she holds a B.A. in Microbiology (UC Santa Barbara) and an MBA (Pepperdine) . She is deemed independent under Nasdaq rules, and the board maintains a separated Chair/CEO structure to reinforce independent oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Seagen Inc. | Chief Business Officer; Exec. Committee member | Dec 2022–Dec 2023 | Led licensing, acquisitions, strategic alliances |
| Seagen Inc. | EVP, Corporate Development | Oct 2020–Dec 2022 | Built and led BD team |
| Amgen | Discovery research; Director, M&A; Director, Out-Partnering | ~1995–2011 (16 years) | Key role in high-value transactions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| XOMA Corp. | Director | Since Jun 2019 | Public company board |
| Firefly Biologics, Inc. | Director | Since Sep 2024 | Private company board |
| Alpine Immune Sciences, Inc. | Director | Dec 2020–May 2024 | Acquired by Vertex in May 2024 |
| PDL BioPharma, Inc. | Director | Jun 2019–Jan 2021 | Public company board |
| Univ. of Oregon Knight Campus | External Advisory Board | N/A | Academic advisory role |
Board Governance
- Committee assignments: Nominating & Corporate Governance Committee member (appointed March 2025); committee chaired by Jake Simson .
- Independence: Board has affirmatively determined all directors other than CEO David Campbell are independent; Hernday is independent .
- Attendance/engagement: Board held 8 meetings in 2024; each director attended ≥80% of board and committee meetings for the period they served .
- Leadership: Board chaired by Ron Barrett; separated Chair/CEO structure; each committee has a separate chair .
Fixed Compensation
| Component | FY2024 Amount | Detail |
|---|---|---|
| Cash fees | $18,043 | Partial-year service from July 2024; policy annual cash retainer $40,000 in 2024, rising to $45,000 from April 1, 2025; committee membership/chair fees per policy |
| Committee fees | Included in cash above | Committee membership and chair fees per policy (Audit: $7,500 member/$15,000 chair in 2024; Compensation: $6,000/$12,000; Nominating: $4,250/$8,500; increased in 2025) |
Performance Compensation
| Equity Grant | Grant Date | Quantity | Terms |
|---|---|---|---|
| Initial stock options | Jul 2024 | 16,700 | Exercise price $44.68; vest monthly over 36 months |
| Prorated annual stock options | Jul 2024 | 4,111 | Exercise price $44.68; vest monthly over 12 months |
| Initial RSUs | Jul 2024 | 5,000 | Vest in 3 equal annual installments |
| Prorated annual RSUs | Jul 2024 | 1,231 | Vest on first anniversary of grant |
| FY2024 equity fair values in proxy | 2024 | Options $700,962; Stock awards $278,401 | ASC 718 grant-date fair value |
| Annual director awards (policy) | Jun 2024 | Options 8,350 at $39.80; RSUs 2,500 | Vested monthly (options) and next ASM/1-year (RSUs) |
| Policy changes effective 4/1/2025 | 2025 | Annual option 11,667; annual RSU 3,750; larger initial grants | RSU vesting unchanged; options monthly vest |
Performance metrics used for director equity
- None disclosed; director equity is time-based vesting (not tied to operational/TSR metrics) .
Other Directorships & Interlocks
| Company | Overlap with JANX stakeholders | Potential conflict noted in proxy |
|---|---|---|
| XOMA; Firefly Biologics; Alpine Immune Sciences (prior); PDL BioPharma (prior) | Not disclosed as customers/suppliers of JANX | No related-party transactions disclosed involving Hernday |
Expertise & Qualifications
- Business development leadership across oncology/biotech; executed licensing, acquisitions, alliances at Seagen; extensive Amgen corporate development/M&A background .
- Governance: Member of JANX Nominating & Corporate Governance Committee from March 2025 .
- Education: B.A. Microbiology (UCSB), MBA (Pepperdine) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (as of Feb 15, 2025) | 6,451 shares; <1% of outstanding |
| Options outstanding (12/31/2024) | 20,811 options |
| RSUs outstanding (12/31/2024) | 6,231 RSUs |
| Exercisable within 60 days (as of Feb 15, 2025) | 6,451 options |
| Shares pledged/hedged | Prohibited by policy; hedging/margining not permitted |
Insider Trades (Form 3/4 since appointment)
| Filing | Report Date | Security | Quantity | Notes |
|---|---|---|---|---|
| Form 3 (initial) | Jul 22, 2024 | N/A | — | Initial statement of beneficial ownership |
| Form 4 | Jul 22, 2024 | RSUs | 5,000 | Initial RSU grant (3-year vest) |
| Form 4 | Jul 22, 2024 | RSUs | 1,231 | Prorated annual RSU (1-year vest) |
| Form 4/A | Jul 24, 2024 | Options/RSUs | — | Amended details of July grants |
| Form 4 | Jun 13, 2025 | RSUs | 3,750 | Annual 2025 director RSU grant per amended policy |
Governance Assessment
- Independence and committee role: Independent director with Nominating & Corporate Governance assignment from March 2025; strong fit for board refresh and governance oversight .
- Engagement: Board/committee attendance ≥80% in 2024; Compensation Committee and Board regularly use executive sessions; signals of active governance culture .
- Alignment: Director equity grants (options/RSUs) with multi-year vesting; ownership is currently modest (<1%), typical for a newly appointed director mid-year; hedging/pledging prohibited, supporting alignment .
- Conflicts/related-party: No related-party transactions disclosed involving Hernday; company has a robust related-person transaction policy with Audit Committee oversight and recusals for interested directors .
- Compensation structure: Mix of cash retainer (partial-year in 2024) and equity grants (initial plus prorated annual), consistent with peer biotech director pay; policy refreshed in 2025 to increase cash/equity for retention and competitiveness .
RED FLAGS
- None disclosed specific to Hernday: no hedging/pledging, no related-party transactions, and independence affirmed. Initial equity values are high due to both an initial and prorated annual grant in the first year—standard practice when joining between annual meetings .