Ron Barrett
About Ron Barrett
Ron Barrett, Ph.D. (age 69) is an independent director of Janux Therapeutics and currently serves as Chair of the Board; he has served on the Board since September 2021. He holds a B.S. from Bucknell University and a Ph.D. in Pharmacology from Rutgers University, with prior R&D roles at Affymax and Abbott; he founded XenoPort (CEO 2001–2015; CSO 1999–2001) and led Medikine as CEO/Chair (2017–Jan 2023) and Executive Chair (Jan–Jul 2023). The Board has affirmatively determined he is independent under Nasdaq rules; separation of Chair and CEO roles reinforces Board independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| XenoPort, Inc. | Founder; CEO; CSO; Director | CSO 1999–2001; CEO 2001–Oct 2015; Director 1999–Oct 2015 | Led transition from discovery to development; biotech operating leadership |
| Medikine, Inc. | CEO & Chair; Executive Chair | CEO/Chair Jun 2017–Jan 2023; Exec Chair Dec 2016–Jun 2017; Executive Chairman Jan–Jul 2023 | Early-stage biopharma governance and strategy |
| Affymax Research Institute | Various R&D positions | Prior to XenoPort | Drug discovery experience |
| Abbott Laboratories | Various positions | Prior to Affymax | Large-cap healthcare operations exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Quadriga Biosciences (private oncology) | Director | Current | Private company board service; no JANX-related transactions disclosed |
Board Governance
- Structure and independence: Janux’s Board is majority independent; all directors other than the CEO (David Campbell) are independent. Board is chaired by Dr. Barrett; committees each have separate chairs .
- Meeting cadence and attendance: In 2024, the Board met 8 times; all directors attended at least 80% of Board and committee meetings. In 2023, the Board met 5 times; all directors had 100% attendance except one director who later departed (Peter Thompson) .
- Committee assignments (current and recent):
- Compensation Committee: Chair (current); members are Barrett and Eric Dobmeier .
- Nominating & Corporate Governance: Barrett served as a member in fiscal 2024; current members are Jake Simson (Chair) and Natasha Hernday .
- Audit: Not a member .
| Committee | 2024 Membership | 2025 Membership | Chair Role |
|---|---|---|---|
| Audit | Not on Audit | Not on Audit | — |
| Compensation | Chair (with Jake Simson in 2024) | Chair (with Eric Dobmeier) | Chair |
| Nominating & Corporate Governance | Member (2024) | Not listed as member (2025) | — |
Fixed Compensation (Director Pay)
| Component | 2024 Policy | 2025 Policy (effective Apr 1, 2025) | Notes |
|---|---|---|---|
| Annual cash retainer | $40,000 | $45,000 | All non-employee directors |
| Board Chair cash retainer | $35,000 | $35,000 | Additional to annual retainer |
| Committee member retainers | Audit $7,500; Comp $6,000; Nominating $4,250 | Audit $10,000; Comp $7,500; Nominating $5,000 | Not applicable to committee chairs |
| Committee chair retainers | Audit $15,000; Comp $12,000; Nominating $8,500 | Audit $20,000; Comp $15,000; Nominating $10,000 | Separate chair fees |
| Director | Fees Earned (Cash) | Option Awards (ASC 718) | Stock Awards (RSUs ASC 718) | Total |
|---|---|---|---|---|
| Ron Barrett | $72,038 | $244,532 | $99,500 | $416,070 |
- 2024 annual grants: Options to purchase 8,350 shares at $39.80, vest monthly over 12 months; RSUs of 2,500 shares vest on earlier of 1 year or next annual meeting .
Performance Compensation (Equity; Vesting and Triggers)
| Equity Type | Grant mechanics | Vesting | Change-in-control treatment |
|---|---|---|---|
| Annual option grant (2024) | 8,350 shares; strike $39.80 (Jun 2024) | 12 equal monthly installments | Director options subject to accelerated vesting upon change in control (2021 Plan) |
| Annual RSU grant (2024) | 2,500 RSUs (Jun 2024) | Earlier of first anniversary or next annual meeting | RSUs subject to accelerated vesting upon change in control |
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Quadriga Biosciences | Private | Director | No JANX disclosed transactions; no interlock with JANX suppliers/customers identified in 2024–2025 proxies |
Expertise & Qualifications
- Education: B.S. (Bucknell); Ph.D. in Pharmacology (Rutgers) .
- Operating track record: Founder/CEO at XenoPort; Executive leadership across discovery-to-commercial transitions; biotech venture and R&D background at Affymax and Abbott .
- Board leadership: Current Board Chair; Compensation Committee Chair .
Equity Ownership
| Holder | Beneficial Ownership (#) | % Outstanding | Composition/Notes |
|---|---|---|---|
| Ron Barrett, Ph.D. | 61,262 | <1% | Options exercisable within 60 days; RSUs outstanding separately noted in director table |
- Outstanding director awards (as of Dec 31, 2024): Options 63,350 shares; RSUs 2,500 shares for Dr. Barrett .
- Hedging/pledging: Company policy prohibits short sales, options, hedging, and margining of JANX securities by directors and employees, supporting alignment with shareholders .
Governance Assessment
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Strengths:
- Independence and role separation: Independent Chair (Barrett) separate from CEO; majority-independent Board; robust committee structure .
- Active oversight: Board met 8 times in 2024; directors ≥80% attendance; Compensation Committee uses independent consultant FW Cook with independence assessment; presence of clawback policy per Dodd-Frank and Sarbanes-Oxley .
- Transparent director pay structure with balanced cash/equity, moderate annual caps, and clear vesting; change-in-control acceleration disclosed .
-
Watch items / potential red flags:
- Role concentration: Barrett concurrently serves as Board Chair and Compensation Committee Chair, which can centralize agenda-setting and pay oversight in one individual; mitigate via strong independent committee membership and annual charter review .
- External biotech board service: Quadriga Biosciences directorship adds industry exposure but no related-party transactions disclosed; continue monitoring for potential overlaps in partnerships or transactions .
-
Signals affecting investor confidence:
- Introduction of RSUs to director and executive equity programs (2024) can strengthen retention during volatility; change-in-control acceleration terms are standard within peer set but warrant monitoring for alignment and potential pay-for-performance scrutiny .
- First say-on-pay in 2025 and annual frequency recommendation indicate willingness to engage on compensation governance going forward .
Overall, Barrett’s deep biotech leadership and independent board role support governance effectiveness. Continued oversight on combined Chair/Comp Committee responsibilities and external directorships is prudent for conflict avoidance and balanced pay decisions.