Winston Kung
About Winston Kung
Winston Kung, 49, is an independent director of Janux Therapeutics, serving on the Board since September 2022. He is currently Chief Financial Officer and Treasurer of ArriVent BioPharma, Inc. (since January 2024); previously he served as COO and CFO of PMV Pharmaceuticals (2017–2024). His background spans Celgene corporate/business development leadership, healthcare investment banking (Citigroup; Lehman/Barclays), and operating roles at Amgen and Genentech; he holds a B.A. in Biology & International Relations from Brown University and an M.B.A. from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PMV Pharmaceuticals, Inc. | Chief Operating Officer & Chief Financial Officer | Dec 2017 – Jan 2024 | Public precision oncology company; led finance, ops, IR, capital markets |
| Celgene Corporation / Celgene Cellular Therapeutics | VP, Business Development & Global Alliances; Chief Business Officer (CCT) | Apr 2013 – Nov 2017 | BD/global alliances; cell therapy CBO; Celgene later acquired by BMS |
| Citigroup | Global Healthcare Investment Banking | Jun 2010 – Apr 2013 | M&A/financing advisory |
| Lehman Brothers (acq. by Barclays) | Global Mergers & Acquisitions Group | May 2007 – Jun 2010 | M&A execution |
| Amgen | Alliance Management co-founder; Corporate Development deal lead | Aug 2004 – May 2007 | Led multiple acquisitions |
| Genentech | Business & Corporate Development | Nov 1999 – Sep 2002 | BD roles at leading biotech |
External Roles
| Organization | Position | Start | Notes |
|---|---|---|---|
| ArriVent BioPharma, Inc. | Chief Financial Officer & Treasurer | Jan 2024 | Biopharmaceutical company |
No other current public company directorships were disclosed in the proxy biography for Mr. Kung .
Board Governance
- Independence: The Board determined all directors other than the CEO are independent; Mr. Kung is independent under Nasdaq standards .
- Committee assignments (current): Audit Committee member (Chair: Vickie Capps; other members: Alana McNulty, Winston Kung) .
- Chair roles: None; Board Chair is Ron Barrett, Ph.D., separate from CEO .
- Attendance: The Board held 8 meetings in 2024; each director attended at least 80% of Board and applicable committee meetings (Mr. Kung included) .
- Years of service: Director since September 2022; nominated for re‑election as Class I director at the 2025 Annual Meeting .
- 2025 shareholder vote outcome (signal of support): For re‑election, “For” 42,187,543; “Withhold” 12,184,824; broker non‑votes 1,866,944 .
- Hedging/pledging policy: Company prohibits short sales, options, hedging, and pledging/margining by directors and employees (alignment positive) .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | 2024 policy (raised to $45,000 beginning 2025) |
| Audit Committee member cash retainer | $7,500 | 2024 policy (raised to $10,000 beginning 2025) |
| Total cash earned (Mr. Kung) | $47,500 | Fees Earned or Paid in Cash for 2024 |
Performance Compensation
| Grant/Value | Quantity/Value | Key Terms |
|---|---|---|
| Annual option grant (June 2024) | 8,350 options | Exercise price $39.80; vests in 12 equal monthly installments; annual Board grant |
| Annual RSU grant (June 2024) | 2,500 RSUs | Vests on earlier of 1st anniversary or next annual stockholders’ meeting |
| Annual equity awards (Mr. Kung, 2024 reported fair value) | Options: $244,532; RSUs: $99,500 | Aggregate grant date fair value under ASC 718 |
| Change-in-control treatment | Accelerated vesting of director equity awards on change in control | Non‑Employee Director Compensation Policy |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | Not disclosed in proxy for Mr. Kung |
| Committee roles at other public companies | Not disclosed in proxy for Mr. Kung |
| Related-party transactions at Janux | No transactions involving Mr. Kung were disclosed in the “Certain Related‑Person Transactions” section (covers since Jan 1, 2023) |
Expertise & Qualifications
- Skill set: Corporate finance, accounting, operations, investor relations, capital markets, strategic business development; cited as qualifications for Board service .
- Education: B.A. (Biology & International Relations), Brown University; M.B.A., Harvard Business School .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 53,137 shares | Entirely via options exercisable within 60 days of Feb 15, 2025 |
| Ownership as % outstanding | <1% | “Represents beneficial ownership of less than 1%” |
| Options outstanding (all) | 60,225 options | Aggregate options held as of Dec 31, 2024 |
| RSUs outstanding | 2,500 RSUs | Aggregate RSUs held as of Dec 31, 2024 |
| Hedging/pledging | Prohibited | Company policy applies to directors |
Additional Governance Signals
- Say‑on‑Pay 2025: 53,205,989 “For” vs. 1,150,947 “Against” (very high support). Frequency: 1‑Year received 53,985,296 votes .
- Director compensation policy caps and deferral: Annual and initial equity awards subject to ASC 718 value caps; RSU delivery deferral election available (signal of structured, shareholder‑conscious program) .
- Audit Committee composition: All independent; financial expert designated (Vickie Capps) and committee charter oversight includes related‑party transactions and risk/cybersecurity .
Governance Assessment
- Strengths
- Independent director with deep finance/BD experience; sits on Audit Committee; Board leadership separated from CEO (enhanced oversight) .
- Attendance at or above required thresholds; broad shareholder support for Board and compensation framework (re‑election and Say‑on‑Pay results) .
- No related‑party transactions involving Mr. Kung; hedging/pledging prohibited (alignment positive) .
- Director equity in options/RSUs with standard vesting and CoC acceleration; clear, market‑aligned director pay structure with modest cash retainer and committee fees .
- Potential watch items
- Time commitments: concurrent CFO/Treasurer role at ArriVent BioPharma; monitor for any future interlocks or potential conflicts should business relationships emerge (none disclosed to date) .
- Not designated Audit Committee financial expert (that role is filled by Capps); however, as Audit member he meets Nasdaq financial literacy requirements .
- Personal ownership is primarily through options/RSUs; no director stock ownership guideline disclosed in proxy (cannot assess compliance) .
Overall, governance signals are supportive: independence, meaningful audit oversight role, adequate meeting engagement, no related-party issues, and strong shareholder support on governance votes .