Zachariah McIver
About Zachariah McIver
Zachariah McIver, D.O., Ph.D. is Chief Medical Officer (CMO) of Janux Therapeutics, serving in the role since January 1, 2025, after joining Janux as Vice President, Clinical Development in May 2023; he is 55 years old and a physician‑scientist with deep T‑cell engager experience at Amgen (Executive Medical Director, 2018–Apr 2023) and academic hematology/oncology practice at Wake Forest and Tulane . He holds a B.S. (University of Oregon), a D.O. (Ohio University College of Osteopathic Medicine), and a Ph.D. in Molecular Medicine and Translational Sciences (Wake Forest), with residency at Cleveland Clinic and a hematology/oncology fellowship at NHLBI/NIH . During his tenure at Janux, corporate performance disclosure shows cumulative TSR translating a hypothetical $100 investment at 12/31/22 to $406.53 in 2024 vs $81.47 in 2023, while net losses were $69.0M (2024) and $58.3M (2023) . As CMO, McIver has been central to advancing PSMA‑TRACTr JANX007 and EGFR‑TRACTr JANX008 and articulated the strategy to move JANX007 earlier in mCRPC lines of therapy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Janux Therapeutics | Vice President, Clinical Development | May 2023 – Dec 2024 | Led clinical strategy execution; “essential in efforts to optimize the clinical development of PSMA‑TRACTr and clinical pipeline” |
| Amgen | Executive Medical Director | 2018 – Apr 2023 | Led cross‑functional teams; maximized value of BiTE assets across hematologic and solid tumors |
| Wake Forest (Hematology/Oncology) | Attending Physician | 2013 – 2018 | Academic/clinical practice in heme/onc |
| Tulane University School of Medicine (Hematology/Oncology) | Attending Physician & Research Investigator | 2011 – 2013 | Academic/clinical research role |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National Heart, Lung, and Blood Institute (NIH) | Clinical Fellow, Hematology/Oncology | Not disclosed | Advanced subspecialty training; informs translational clinical development |
| Cleveland Clinic | Internal Medicine Resident | Not disclosed | Core residency training; foundational clinical experience |
Fixed Compensation
| Year/Agreement | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) | Notes |
|---|---|---|---|---|
| Offer letter dated Apr 24, 2023 (VP Clinical Development) | 420,000 | 30% | Not disclosed | At‑will; normal payroll schedule |
- Company policies: maintains clawback policy and prohibits hedging/pledging; no excise‑tax gross‑ups; uses independent comp consultant (FW Cook) .
Performance Compensation
- Company design: executives receive annual cash incentives tied to defined corporate objectives; equity‑based awards (options historically; RSUs introduced for 2025 grants) serve as at‑risk, retention‑oriented compensation; options vest 25% after one year then monthly; RSUs vest 25% annually over four years .
- McIver‑specific metrics, weighting, targets, and payouts for 2023–2025 are not disclosed (he was not a 2024 NEO in the proxy) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | McIver is not listed among directors/2024 NEOs in the Security Ownership table; individual share count not disclosed in the 2025 proxy . |
| Rule 10b5‑1 trading plan | Adopted Dec 30, 2024 for potential sale of up to 76,587 shares through Apr 1, 2026 (affirmative defense for pre‑arranged sales) . |
| Hedging/pledging | Company prohibits hedging (short sales, options/derivatives) and margining/borrowing against company stock for all employees/officers/directors . |
| Sell‑to‑cover RSU taxes | Officers have Rule 10b5‑1 sell‑to‑cover arrangements for RSU tax withholdings, sized by future vesting and share price . |
| Ownership guidelines | Not disclosed in the proxy . |
Implications:
- The 10b5‑1 plan indicates a structured selling program through April 2026, which can create episodic supply as awards vest, while policy bans on hedging/pledging support alignment and reduce risk of forced sales .
Employment Terms
| Term | Detail |
|---|---|
| Employment status | At‑will |
| Start at Janux | Anticipated on/around June 5, 2023 (offer letter) |
| Initial role | Vice President, Clinical Development; reporting to then‑CMO; San Diego HQ |
| Promotion | Promoted to Chief Medical Officer effective Jan 1, 2025 |
| Base/bonus (initial) | $420,000 base; 30% target bonus (discretionary, based on individual/company performance) |
| Change‑in‑control/severance | Company’s Severance Plan terms (for 2024 NEOs) include 9–12 months salary/COBRA for involuntary terminations and 18–24 months salary + 150–200% target bonus + full equity acceleration for double‑trigger CIC; McIver’s participation not specified in the proxy . |
| Clawback | Company maintains an incentive compensation recoupment (clawback) policy (Exhibit 97.1 referenced) |
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Value of $100 investment (TSR framework) | $81.47 | $406.53 |
| Net Income ($M) | (58.29) | (68.99) |
Selected execution highlights:
- Promoted to CMO and credited with being “instrumental” in executing clinical programs; driving strategy to evaluate JANX007 earlier in mCRPC lines and to initiate multiple Phase 1b expansions .
Compensation Structure Analysis
- Mix shift toward RSUs (introduced for 2025 executive grants) enhances retention and can reduce dilution vs options during volatility; options remain performance‑levered with value realized only if stock appreciates .
- Governance: independent comp committee (Barrett, Chair; Dobmeier) retained FW Cook; policies include double‑trigger CIC, no hedging/pledging, clawback, and no option repricing/gross‑ups .
Say‑on‑Pay & Shareholder Feedback
| Proposal (2025 AGM) | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation | 53,205,989 | 1,150,947 | 15,431 | 1,866,944 |
| Say‑on‑Pay frequency: 1 year | 53,985,296 | 3,614 (2 yrs) | 288,765 (3 yrs) | 94,692 |
Investment Implications
- Alignment and retention: Introduction of RSUs for 2025 and a strict anti‑hedging/pledging policy support multi‑year alignment; lack of disclosed ownership guidelines is a gap to monitor .
- Selling pressure: A 10b5‑1 plan for up to 76,587 shares through April 2026 signals controlled insider sales cadence around vesting/tax events; track Form 4s for execution pace .
- Change‑in‑control economics: CIC terms for 2024 NEOs feature full equity acceleration and 18–24 months salary plus 150–200% bonus targets; McIver’s specific eligibility wasn’t disclosed—introduces uncertainty on retention economics in strategic scenarios .
- Execution risk: McIver’s BiTE/TCE background and proactive move of JANX007 into earlier‑line settings are positives for development execution; however, Janux remains loss‑making, so program milestones and financing strategy remain key drivers alongside TSR momentum .