10955 Vista Sorrento Parkway, Suite 200
San Diego, California 92130
SUPPLEMENT TO PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 26, 2024
Dear
Stockholder:
This proxy statement supplement, dated June 17, 2024 (this Supplement), supplements the definitive proxy statement on
Schedule 14A of Janux Therapeutics, Inc., a Delaware corporation (the Company), dated April 29, 2024 (the Proxy Statement), for the 2024 Annual Meeting of Stockholders (the Annual Meeting) of the Company to
be held on June 26, 2024. Capitalized terms used in this Supplement and not otherwise defined herein have the meanings given to them in the Proxy Statement.
THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT.
EXCEPT AS SPECIFICALLY SUPPLEMENTED BY THE INFORMATION CONTAINED HEREIN, THIS
SUPPLEMENT DOES NOT MODIFY ANY OTHER INFORMATION SET FORTH IN THE PROXY STATEMENT.
Amendment and Restatement of Non-Employee Director Compensation Policy
Our Board of Directors adopted a non-employee director compensation policy in June 2021 that became effective
June 10, 2021 and is applicable to all of our non-employee directors. Following review of a comprehensive assessment of our non-employee director compensation
program prepared by FW Cook, the compensation policy was amended and restated in December 2023, with changes effective January 1, 2024 and further amended and restated on June 13, 2024, with changes effective immediately. The compensation
policy, as in effect prior to the June 2024 amendment and restatement, is applicable to all of our non-employee directors and provides that each such non-employee director will receive the following compensation for service on our Board of Directors:
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an annual cash retainer of $40,000; |
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an additional annual cash retainer of $30,000 ($35,000 in 2024) for service as Chair of the Board of Directors;
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an additional annual cash retainer of $7,500, $5,000 ($6,000 beginning in 2024) and $4,000 ($4,250 beginning in
2024) for service as a member of the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee, respectively (not applicable to committee chairs); |
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an additional annual cash retainer of $15,000, $10,000 ($12,000 beginning in 2024) and $8,000 ($8,500 beginning
in 2024) for service as chair of the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee, respectively; |
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an initial option grant to purchase 30,000 (35,000 beginning in 2024) shares of our common stock on the date of
each such non-employee directors appointment to our Board of Directors, with the shares vesting in 36 equal monthly installments, subject to continued service as a director through the vesting date; and
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