Vickie Capps
About Vickie Capps
Vickie Capps, 63, has served as an independent director of Janux Therapeutics since March 2021, and is the Audit Committee Chair and an SEC-defined Audit Committee financial expert . She is a California CPA and former CFO of DJO Global (2002–2013), with prior senior audit experience at Ernst & Young; she holds a B.A. in Business Administration/Accounting from San Diego State University and was recognized as a CFO of the Year Honoree (2009, 2010) and Director of the Year Honoree (2022) . Her board tenure includes extensive roles across public and private healthcare companies, emphasizing finance, accounting, capital markets, and governance expertise . The Board has affirmatively determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DJO Global, Inc. | Chief Financial Officer | 2002–2013 | Led finance, accounting, investor relations; deep operational finance experience |
| Various public/private companies | CFO and senior finance roles | Pre-2002 (various) | Corporate finance leadership across multiple companies |
| Ernst & Young LLP | Senior audit/accounting professional | Early career | Foundational audit/accounting training |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amedisys, Inc. (public) | Director; Audit Committee Chair; Compensation Committee member | Since Oct 2019 | Audit chair leadership and compensation oversight |
| Orthofix Medical, Inc. (public) | Director | Since Mar 2025 | Board oversight at medtech company |
| Enable Injections, Inc. (private) | Director | Not disclosed | Board role at medical device firm |
| Breg, Inc. (private) | Director | Not disclosed | Board role at medical device firm |
| Consonance Capital Partners | Senior Advisory Board member | Not disclosed | Healthcare investment firm advisory role |
| San Diego State University Research Foundation | Director; Audit Committee and Finance & Investment Committee member | Not disclosed | Nonprofit governance; audit/finance committee service |
| Prior public boards | NuVasive (to Sep 2023); Otonomy (to Feb 2023); Silverback Therapeutics (to Nov 2022); Synthorx (to Jan 2020); Connecture (Oct 2014–Apr 2018) | Various | Multiple prior director roles across healthcare/biotech |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent under Nasdaq standards; Capps is independent .
- Committees: Audit Committee Chair and financial expert; Audit Committee members are Capps (Chair), McNulty, Kung .
- Attendance: In 2024, the Board held eight meetings; each director attended at least 80% of Board and committee meetings for their service period .
- Audit Committee activity: Met six times in 2024; delivered annual Audit Committee report and oversight of auditors, financial controls, and risk .
- Board leadership: The Board Chair is Ron Barrett, Ph.D.; committee chairs report annually to the Board .
Fixed Compensation
| Year | Component | Amount ($) | Notes |
|---|---|---|---|
| 2024 | Annual cash retainer | 40,000 | Policy rate for non-employee directors in 2024 |
| 2024 | Audit Committee Chair retainer | 15,000 | Chair retainer (membership fees not applicable to chairs) |
| 2024 | Total fees earned | 55,000 | Reported fees earned for Capps in Director Compensation table |
| 2025 (effective Apr 1) | Annual cash retainer | 45,000 | Policy amended and restated March 2025 |
| 2025 (effective Apr 1) | Audit Committee Chair retainer | 20,000 | Increased chair retainer for 2025 |
Performance Compensation
| Grant/Metric | Detail | Vesting | Fair Value ($) |
|---|---|---|---|
| 2024 Annual Option Grant | 8,350 options at $39.80 (June 2024 grant to all then-serving directors) | 12 equal monthly installments; subject to continued service | 244,532 (aggregate 2024 option awards for Capps) |
| 2024 Annual RSU Grant | 2,500 RSUs (June 2024 grant to all then-serving directors) | Vests on earlier of 1st anniversary or next annual meeting | 99,500 (aggregate 2024 stock awards for Capps) |
| Change-in-control | Director option and RSU awards subject to accelerated vesting upon change in control | Accelerates at change-in-control | Not quantified |
| Performance metrics tied to director pay | None disclosed | N/A | N/A |
No performance metrics (e.g., EBITDA, TSR) are tied to director compensation; director equity awards vest based on service time .
Other Directorships & Interlocks
| Company | Overlap with JANX stakeholders | Potential conflict commentary |
|---|---|---|
| Amedisys, Inc. | None disclosed with JANX | Different subsector (home health); audit chair role enhances governance credentials |
| Orthofix Medical, Inc. | None disclosed with JANX | Medtech; no JANX-related transactions disclosed |
| Enable Injections; Breg, Inc. | None disclosed with JANX | Private medtech; no related-party transactions disclosed in JANX proxy |
Expertise & Qualifications
- Financial expert designation under SEC and Nasdaq rules; Board formally determined Capps meets SEC 407 and Nasdaq financial sophistication requirements .
- Deep corporate finance, accounting, capital markets, investor relations, and strategic development expertise from CFO roles and board service .
- California CPA; recognized governance and finance awards (CFO of the Year Honoree 2009/2010; Director of the Year Honoree 2022) .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Shares owned (direct) | 67,848 | As of Feb 15, 2025 |
| Options exercisable within 60 days | 63,287 | As of Feb 15, 2025 |
| RSUs outstanding (as of Dec 31, 2024) | 2,500 | Aggregate RSUs held by Capps (3) |
| Total beneficial ownership | 131,135 | Direct + options exercisable within 60 days |
| Ownership % of shares outstanding | <1% | Asterisk denotes less than 1% |
| Hedging/pledging policy | Hedging and margining prohibited | Company bans short sales, options, hedging, and margining/borrowing against company securities |
Governance Assessment
- Positive signals: Independent director; Audit Committee Chair and SEC-recognized financial expert; strong attendance; robust Audit Committee activity and formal report, supporting investor confidence in financial oversight .
- Alignment: Mixed cash/equity compensation with annual options and RSUs; beneficial ownership (including exercisable options) reflects alignment with shareholder outcomes; hedging/margin prohibitions strengthen alignment and reduce red-flag risk .
- Potential watch items: Multiple external board roles could raise time-commitment questions, though the Nominating & Corporate Governance Committee evaluates participation and determined directors have sufficient time; 2025 increases to director cash retainers and equity grant sizes may elevate pay levels—monitor compensation inflation risk .
- Conflicts/related-party: No related-party transactions involving Capps are disclosed; company has a formal related-person transactions policy with Audit Committee oversight .
RED FLAGS: None disclosed specific to Capps (no hedging/pledging, no related-party transactions, attendance ≥80%); continue monitoring external commitments and evolving director compensation levels for potential perception risks .