Sheila Gujrathi
About Sheila Gujrathi
Sheila Gujrathi, M.D., age 54, has served as an independent director of Janux Therapeutics since March 2021. She is a physician-executive with senior leadership experience across biotech operators and large-cap pharma, including CEO/co-founder of Gossamer Bio, CMO of Receptos through its sale to Celgene, and prior leadership roles at BMS, Genentech, and McKinsey; she holds a B.S. in Biomedical Engineering and an M.D. from Northwestern, completed residency at Brigham and Women’s Hospital (Harvard), and Allergy/Immunology fellowship at UCSF/Stanford . She is a continuing Class II director with a term running to the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gossamer Bio (public) | Co-Founder; President & CEO (2018–2020); President & COO (2015–2018); Director (2015–2020) | 2015–2020 | Co-founded and led company as CEO |
| Receptos (biotech) | Chief Medical Officer | 2011–2015 | CMO through acquisition by Celgene (Aug 2015) |
| Bristol-Myers Squibb | VP, Global Clinical Research – Immunology | 2008–2011 | Senior clinical leadership |
| Genentech | Clinical development roles (Immunology, Tissue Growth & Repair) | 2002–2008 | Increasing responsibility in development |
| McKinsey & Company | Management Consultant (Healthcare) | 1999–2002 | Strategy projects for healthcare/pharma |
External Roles
| Organization | Role | Public/Private | Tenure |
|---|---|---|---|
| Ventyx Biosciences | Executive Chair, Board of Directors | Public | Current |
| Immpact Bio | Chairperson, Board of Directors | Private | Current |
| ADARx Pharmaceuticals | Chair, Board of Directors | Private | Jun 2020–Jan 2025 (past) |
| Turning Point Therapeutics | Director; Chair (from Apr 2019) | Public (acquired) | Nov 2017–Mar 2021 (past) |
| Five Prime Therapeutics | Director | Public (acquired by Amgen, Apr 2021) | Dec 2015–Jun 2019 (past) |
| Ambrx | Director | Public (acquired Jun 2015) | Feb 2014–Jun 2015 (past) |
Board Governance
- Independence: The board determined all directors other than CEO David Campbell are independent under Nasdaq standards; this includes Dr. Gujrathi .
- Committee assignments: As of 2024/2025, she is not listed on the Audit, Compensation, or Nominating & Corporate Governance (NCG) Committees; committee chairs are Capps (Audit), Barrett (Comp), and Simson (NCG) .
- Attendance: The board met 8 times in 2024; each director attended ≥80% of board and committee meetings on which they served .
- Annual meeting attendance: Company policy invites directors to attend; all then-active directors attended the 2024 annual meeting except Dr. Gujrathi (note) .
- Board structure and risk oversight: Independent chair (Barrett); Audit oversees risk (including cybersecurity), Compensation reviews pay-risk; committees comprised of independent directors .
Fixed Compensation
| Component | 2024 Amount | 2025 Policy (effective Apr 1, 2025) | Notes |
|---|---|---|---|
| Annual cash retainer (Director) | $40,000 | $45,000 | Base director cash retainer |
| Audit Committee member | $7,500 | $10,000 | Additional annual cash retainer (non-chair) |
| Compensation Committee member | $6,000 | $7,500 | Additional annual cash retainer (non-chair) |
| NCG Committee member | $4,250 | $5,000 | Additional annual cash retainer (non-chair) |
| Audit Chair | $15,000 | $20,000 | Chair premium |
| Compensation Chair | $12,000 | $15,000 | Chair premium |
| NCG Chair | $8,500 | $10,000 | Chair premium |
Director-specific 2024 fees:
| Director | Fees Earned (Cash) | Notes |
|---|---|---|
| Sheila Gujrathi, M.D. | $40,000 | Consistent with base retainer; no committee fees indicated |
Performance Compensation
Annual director equity awards (time-based vesting; not performance-metric based):
| Equity Type | Standard 2024 Grant | 2025 Policy Grant | Vesting | Notes |
|---|---|---|---|---|
| Annual Stock Options | 8,350 shrs @ $39.80 (Jun 2024 grant) | 11,667 shrs (per 2025 policy) | 12 equal monthly installments or fully vested by next annual meeting, subject to service | Granted to all then-serving non-employee directors in Jun 2024 |
| Annual RSUs | 2,500 shrs (Jun 2024 grant) | 3,750 shrs (per 2025 policy) | Vests on earlier of 1-year anniversary or next annual meeting, subject to service | Jun 2024 RSUs granted to all non-employee directors |
| Initial Options (for new directors) | 16,700 shrs | 23,334 shrs (2025 policy) | 36 equal monthly installments, subject to service | For directors appointed between meetings |
| Initial RSUs (for new directors) | 5,000 shrs | 7,500 shrs (2025 policy) | 3 equal annual installments, subject to service | For directors appointed between meetings |
- Change-in-control: Director options and RSUs are subject to accelerated vesting upon a “change in control” under the 2021 Plan (single-trigger for equity awards) .
- ASC 718 grant-date fair value recognized in 2024 for Dr. Gujrathi: Options $244,532; RSUs $99,500; Total director comp $384,032 .
Other Directorships & Interlocks
| Company | Relationship to JANX | Interlock Risk |
|---|---|---|
| Ventyx Biosciences (Executive Chair), Immpact Bio (Chair) | No JANX related-party transactions disclosed with these entities | No related-party exposure disclosed in proxy |
| ADARx, Turning Point, Five Prime, Ambrx (past) | Historical service; no current JANX transactions disclosed | No RPTs disclosed |
Expertise & Qualifications
- Clinical and development leadership (CMO at Receptos through acquisition; senior roles at BMS and Genentech) .
- Company-building/operator experience (co-founder and CEO of Gossamer Bio) .
- Education and medical training: BS Biomedical Engineering and MD (Northwestern); residency at Brigham and Women’s (Harvard); Allergy/Immunology fellowship at UCSF/Stanford; board certified in Internal Medicine .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 201,546 shares; <1% of outstanding | As of Feb 15, 2025; outstanding shares 59,096,764 |
| Directly held shares | 112,639 | Portion of beneficial ownership |
| Options exercisable within 60 days | 88,907 | As of Feb 15, 2025 |
| Options outstanding (12/31/2024) | 90,995 | As of year-end 2024 |
| RSUs outstanding (12/31/2024) | 2,500 | As of year-end 2024 |
| Pledging/Hedging | Company policy disallows hedging/pledging of company stock (program overview) | Disclosed in compensation practices “What We Don’t Do” |
Director Compensation (Detail)
| Year (Fiscal 2024) | Cash Fees ($) | Option Awards ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| Sheila Gujrathi, M.D. | 40,000 | 244,532 | 99,500 | 384,032 |
Program mechanics: 2024 annual director grants were 8,350 options (exercise price $39.80) vesting monthly over 12 months and 2,500 RSUs vesting by the next annual meeting; 2025 policy increases annual grants to 11,667 options and 3,750 RSUs, and raises cash retainers (details above) .
Board Governance Assessment
- Strengths and alignment:
- Independent status confirmed; board has independent committee chairs and independent majority .
- Solid healthcare operator and clinical development profile that is relevant to JANX’s R&D strategy .
- Equity-heavy director compensation aligns interests; time-based vesting; equity vests on change-in-control (typical for directors) .
- No related-party transactions involving Dr. Gujrathi disclosed; Audit Committee oversees related-person transactions under a formal policy .
- Watch items / potential red flags:
- Missed attendance at the 2024 annual meeting of stockholders (though she met ≥80% board/committee meeting attendance) .
- Equity awards accelerate on change in control without a service-termination condition (single-trigger for director equity), which some investors view as less performance-linked .
- Engagement/attendance:
- Board/committee attendance met the ≥80% threshold in 2024; no individual shortfalls disclosed beyond annual meeting note above .
Notes on Committees (Context)
- Audit Committee (Capps, Chair; McNulty; Kung): 6 meetings in 2024; all independent; financial expertise noted; oversees risk and related-party transactions .
- Compensation Committee (Barrett, Chair; Dobmeier): 3 meetings in 2024; all independent; retains independent consultant; evaluates pay-risk .
- NCG Committee (Simson, Chair; Hernday): 3 meetings in 2024; focuses on director qualifications, independence, conflicts, and performance; evaluates time commitments .
Governance Implications for Investors
- Overall, Dr. Gujrathi brings high-relevance biotech operating and clinical expertise with confirmed director independence and adequate meeting attendance; equity-based pay supports alignment. The missed annual meeting attendance in 2024 and single-trigger equity vesting on change-in-control are modest governance watch items. No related-party or interlock conflicts were disclosed related to her roles .