Thomas DiRaimondo
About Thomas DiRaimondo
Thomas (Tommy) DiRaimondo, Ph.D., is Chief Scientific Officer (CSO) of Janux Therapeutics (JANX) since January 2024 and a company co‑founder; he previously led R&D and discovery roles at Janux (2018–2023) and co‑founded Sitari Pharma, where he served as Director of Research and Principal Scientist. He holds a B.S.E. in Chemical Engineering and M.Eng. in Pharmaceutical Engineering (University of Michigan) and an M.S./Ph.D. in Chemical Engineering (Stanford). Age: 39. Company performance context during his recent tenure includes a 2024 corporate bonus payout factor of 125% based on R&D and corporate goals, and strong shareholder returns (value of a $100 investment rose to $406.53 in 2024), though JANX remains loss‑making as it invests in pipeline development .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Janux Therapeutics | Chief Scientific Officer | Jan 2024–present | Co‑founder, leads scientific strategy and R&D execution |
| Janux Therapeutics | Executive Director, Head of R&D | Jan 2023–Dec 2023 | Advanced pipeline development |
| Janux Therapeutics | Senior Director, Therapeutics Discovery | Jan 2022–Dec 2022 | Discovery leadership |
| Janux Therapeutics | Director of Research | Jan 2018–Dec 2021 | Early platform and program build‑out |
| Sitari Pharma (co‑founder) | Director of Research | From Jan 2020 | Translational research leadership |
| Sitari Pharma | Principal Scientist | From Dec 2013 | Discovery & preclinical research |
External Roles
- Not disclosed for DiRaimondo in the latest proxy .
Fixed Compensation
| Metric | 2024 | 2025 (effective Jan) |
|---|---|---|
| Base Salary ($) | 420,000 | 478,000 |
| Target Bonus (% of base) | 40% (raised from 35% for 2024) | 40% (unchanged per 2025 base disclosure) |
| Actual Annual Bonus ($) | 210,000 (125% of target on 2024 goals) | — |
Notes:
- 2024 corporate goal achievement assessed at 125% based on R&D progress (JANX007, JANX008) and corporate milestones .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual corporate goals (R&D, IND/collaboration/corporate objectives) | Not disclosed | 100% | 125% | 125% of cash bonus target (CSO paid $210,000) | Cash paid for FY2024 performance |
Long-term incentives (design and vesting):
- Options: historically primary vehicle; 2024 LTI 100% options; options vest 25% at 1‑year, then monthly over 36 months; strike at grant close; 10‑year term .
- RSUs: introduced for 2025 LTI to enhance retention and manage share usage efficiently; RSUs vest 25% annually over four years .
Equity Ownership & Alignment
| Ownership item | Detail |
|---|---|
| Total beneficial ownership | 761,336 shares (1.3% of outstanding as of 2/15/2025) |
| Direct/common shares | 105,719 shares |
| Options exercisable within 60 days | 655,617 options (5,338 unvested but exercisable) |
| Outstanding unvested RSUs | 24,000 RSUs granted in Dec 2024 (ASC 718 grant date), vesting starts after Jan 2, 2025 per plan (market value $1,284,960 at 12/31/2024) |
| Hedging/pledging | Company policy prohibits short sales, options, hedging, and margin/pledging of JANX securities |
| Ownership guidelines | Not disclosed |
Upcoming vesting/supply considerations:
- RSUs granted for 2025 are scheduled to vest 25% on the first anniversary of Jan 2, 2025 and annually thereafter (four tranches) subject to service .
- Options from Jan 2, 2024 grant vest 25% at first anniversary and monthly thereafter for 36 months; other option grants have similar schedules per grant disclosures .
Equity Grants Detail (Selected Outstanding Awards)
| Award | Grant Date | Quantity | Exercise Price / Type | Expiration | Vesting Schedule | |---|---:|---|---|---| | Stock Options | 9/1/2020 | 153,720 | $0.59 | 8/31/2030 | Immediately exercisable; subject to company repurchase right; standard 4‑yr vesting cadence | | Stock Options | 3/10/2021 | 140,910 | $4.21 | 3/9/2031 | Immediately exercisable; remaining unvested follow standard schedule | | Stock Options | 5/14/2021 | 256,200 | $10.59 | 5/13/2031 | Immediately exercisable; remaining unvested follow standard schedule | | Stock Options | 1/3/2022 | 17,478 (exerc.), 6,492 (unexerc.) | $20.24 | 1/2/2032 | Standard 25%/36‑month schedule | | Stock Options | 1/3/2023 | 33,541 (exerc.), 36,459 (unexerc.) | $14.02 | 1/2/2033 | Standard 25%/36‑month schedule | | Stock Options | 1/2/2024 | 147,000 (all unvested at 12/31/24) | $11.02 | 1/1/2034 | 25% at first anniversary; remainder monthly x36 | | RSUs | 12/4/2024 (ASC 718 date; grant date Jan 2, 2025) | 24,000 | RSU | — | 25% on first anniversary of Jan 2, 2025; then annually x3 |
Employment Terms
| Scenario (as of 12/31/2024) | Salary Severance ($) | Bonus Severance ($) | COBRA ($) | Accelerated Vesting ($) | Total ($) |
|---|---|---|---|---|---|
| Involuntary termination (no change in control) | 315,000 | — | 19,032 | — | 334,032 |
| Involuntary termination in connection with change in control (double‑trigger) | 630,000 | 420,000 (150% of target) | 38,064 | 10,773,267 | 11,861,331 |
Change-in-control and severance framework:
- Regular involuntary termination: 9 months’ salary + up to 9 months COBRA for CSO .
- Change-in-control termination: 18 months’ salary + 150% of target bonus + prorated target bonus + full acceleration of outstanding equity + up to 18 months COBRA (company‑wide terms as specified) .
- Clawback: Dodd‑Frank compliant clawback policy implemented; Section 304 SOX applies .
- No excise tax gross‑ups; no option repricing; double‑trigger required for CIC equity vesting under Severance Plan .
Compensation Structure Notes and Peer Benchmarking
- 2024 program used a peer set of pre‑commercial biopharmas; FW Cook serves as the independent advisor. Peer list included: Alaunos (TCRT), Arcus (RCUS), Arvinas (ARVN), BioAtla (BCAB), Cue (CUE), CytomX (CTMX), Inhibrx Biosciences (INBX), Kura (KURA), Mersana (MRSN), Poseida (PSTX), Replimune (REPL), Sutro (STRO), Syndax (SNDX), Xencor (XNCR), Zymeworks (ZYME) .
- 2024 LTI was 100% options; 2025 mix adds RSUs to strengthen retention amid volatility .
Company Performance Context (Pay vs Performance)
| Metric | 2023 | 2024 |
|---|---|---|
| Cumulative value of $100 investment (TSR) | 81.47 | 406.53 |
| Net Income (Loss), $M | (58.29) | (68.99) |
Say‑on‑Pay & frequency:
- 2025 is JANX’s first Say‑on‑Pay; Board recommends annual frequency .
Investment Implications
- Pay for performance alignment: The 2024 125% bonus factor ties to R&D and corporate milestones (JANX007/JANX008), while equity is primarily at‑risk through options (2024) and newly introduced RSUs (2025) to enhance retention during volatility .
- Retention and potential selling pressure: RSUs (24,000) begin vesting on the first anniversary of Jan 2, 2025 with annual tranches, and significant option grants from 2020–2024 continue vesting through 2028; monitor post‑vesting liquidity windows for potential supply overhang .
- Alignment and governance: Strict prohibition on hedging/margin/pledging reduces misalignment risk; clawback in place; no option repricing or excise tax gross‑ups, and double‑trigger CIC vesting provides shareholder‑friendly structures .
- Change‑in‑control economics: On a CIC termination, the CSO’s package is heavily driven by accelerated equity value (estimated $10.77M at 12/31/24), a material incentive to realize pipeline value; conversely, non‑CIC severance is modest (9 months’ salary + COBRA) supporting retention without excessive cash costs .
- Track record pointer: Company TSR expansion in 2024 alongside continued net losses reflects clinical execution momentum with ongoing cash burn typical of pre‑commercial biotech; upcoming data and regulatory catalysts will be key for sustained alignment of realized pay with value creation .