CEO Jerel Banks was paid $25,865,036 in fiscal year 2025, ↑ up 824.1% from fiscal year 2024 (SEC filing 0001193125-25-239131 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
$25,865,036 ↑ Jerel Banks total, FY2025 | — CEO pay percentile vs peers | — CEO-to-median pay ratio | 77.73% Say-on-pay support, latest vote |
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| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Jerel Banks | $661,100 | $366,850 | $0 | $24,795,540 | $0 | $0 | $41,546 | $25,865,036 |
| Chairman and Chief Executive Officer | ||||||||
| Megan Boston | 445,610 | 175,000 | 0 | 7,728,480 | 0 | 0 | 250,203 | 8,599,293 |
| Chief Financial Officer, Secretary | ||||||||
| Sophie Mukadam | 340,846 | 200,000 | 0 | 3,175,800 | 0 | 0 | 58,747 | 3,775,393 |
| Chief Operating Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Jerel Banks | $25,865,036 | $2,798,977 | $918,725 | ↑ +23,066,059 |
| Megan Boston | 8,599,293 | — | — | — |
| Sophie Mukadam | 3,775,393 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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This is the complete answer, not a partial one — the list is never padded.
One page per officer: the same table above, read for one person at a time — his own figure and every fiscal year the register holds.
| Executive | Role | FY2025 total |
|---|---|---|
| Jerel Banks | CEO | $25,865,036 |
| Megan Boston | CFO | $8,599,293 |
| Sophie Mukadam | COO | $3,775,393 |
One page per director: the seat, the committees and the fee table, read for one person at a time.
| Director | Role | FY2025 total |
|---|---|---|
| Edward F. Smith | Independent Director | $424,910 |
| J. Kevin Buchi | Independent Director | $432,410 |
| Kishen Mehta | Independent Director | $368,410 |
| Peter Francis | Independent Director | $426,993 |
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Megan Boston | Option | 2,999 | 3.91 | — |
| Banks | Option | 311,036 | 5.21 | — |
| Sophie Mukadam | Option | 262,500 | 12 | — |
| Sophie Mukadam | Option | 66,667 | 5.21 | — |
| Banks | Option | 6,997 | 3.91 | — |
| Banks | Option | 2,021,250 | 12.18 | — |
| Megan Boston | Option | 630,000 | 12.18 | — |
| Megan Boston | Option | 133,336 | 5.21 | — |
| Sophie Mukadam | Option | 1,765 | 3.91 | — |
The Company's named executive officer compensation program is designed to incentivize our named executive officers to grow our business and further link the interests of our named executive officers with our stockholders. We provide our named executive officers with an annual base salary as a fixed, stable form of compensation, certain cash incentive opportunities as noted below to reward achievement of short-term goals, and, in prior fiscal years, we have granted our named executive officers stock options with multi-year vesting schedules to further align their compensation with our stockholders' long-term interests.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2025 | 2025-12-01 | 17,239,339 | 4,939,686 | 72,523 | 77.73% | Passed |
| 2024 | 2024-12-04 | 17,307,680 | 6,148 | 14,559 | 99.96% | Passed |
| 2023 | 2023-12-06 | 1,327,852 | 47,430 | 4,493 | 96.24% | Passed |
| 2022 | 2022-12-07 | 13,411,245 | 396,016 | 14,487 | 97.03% | Passed |
| 2021 | 2021-12-08 | 3,429,224 | 144,208 | 34,975 | 95.03% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2025 | 2025-12-01 | 77.73%a |
| 2024 | 2024-12-04 | 99.96%b |
| 2023 | 2023-12-06 | 96.24%c |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
c. Approved under the standard stated in the filing — “Abstentions will have the same effect as a vote "AGAINST" Proposal 2, Proposal 3, and Proposal 4, and broker non-votes will have no effect on the results of Proposals 2, 3, or 4.”.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Ratio (CEO : median employee) | — |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| J. Kevin BuchiIndependent · Audit (Chair) · Compensation · Nominating/Governance | $64,000 | $0 | $368,410 | — | $0 | $432,410 |
| Peter FrancisIndependent · Audit · Compensation (Chair) · Nominating/Governance (Chair) | 52,542 | 0 | 368,410 | — | 6,041 | 426,993 |
| Edward F. SmithIndependent · Audit · Compensation · Nominating/Governance | 56,500 | 0 | 368,410 | — | 0 | 424,910 |
| Kishen MehtaIndependent · Nominating/Governance | 0 | 0 | 368,410 | — | 0 | 368,410 |
| Dr. Jerel BanksEmployee director | — | — | — | — | — | 0 |
| Megan BostonEmployee director | — | — | — | — | — | 0 |
| Annual cash retainer | $40,000 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 7,500 / 10,000 / 7,500 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $173,042 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $6,041 |
| Total cost of the board | $179,083 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Benitec Biopharma | 2025 | Jerel Banks | $661,100 | $0 | $24,795,540 | $0 | $25,865,036 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Jerel Banks | DEF 14A | 2025-10-14 | 0001193125-25-239131 | Section “Summary Compensation Table”. As printed: 25,865,036. Filing ↗machine: r2 · c22 · span 187662–187672 |
| 2 | Section 01, Megan Boston | DEF 14A | 2025-10-14 | 0001193125-25-239131 | Section “Summary Compensation Table”. As printed: 8,599,293. Filing ↗machine: r4 · c22 · span 191005–191014 |
| 3 | Section 01, Sophie Mukadam | DEF 14A | 2025-10-14 | 0001193125-25-239131 | Section “Summary Compensation Table”. As printed: 3,775,393. Filing ↗machine: r6 · c22 · span 194351–194360 |
| 4 | Section 07, pay ratio | 10-K/A | 2026-03-20 | 0001193125-26-117604 | Section “CEO Pay Ratio”. As printed: —. Filing ↗ |
| 5 | Section 08, J. Kevin Buchi | DEF 14A | 2025-10-14 | 0001193125-25-239131 | Section “Director Compensation”. As printed: 432,410. Filing ↗machine: span 303534–303541 |
| 6 | Section 08, Peter Francis | DEF 14A | 2025-10-14 | 0001193125-25-239131 | Section “Director Compensation”. As printed: 426,993. Filing ↗machine: span 304715–304722 |
| 7 | Section 08, Edward F. Smith | DEF 14A | 2025-10-14 | 0001193125-25-239131 | Section “Director Compensation”. As printed: 424,910. Filing ↗machine: span 307243–307250 |
| 8 | Section 08, Kishen Mehta | DEF 14A | 2025-10-14 | 0001193125-25-239131 | Section “Director Compensation”. As printed: 368,410. Filing ↗machine: span 305514–305521 |
| 9 | Section 08, Dr. Jerel Banks | DEF 14A | 2025-10-14 | 0001193125-25-239131 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 10 | Section 08, Megan Boston | DEF 14A | 2025-10-14 | 0001193125-25-239131 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 11 | Section 06, 2025 vote | Form 8-K | 2025-12-02 | 0001193125-25-305475 | Item 5.07 · say-on-pay result. As reported: 77.73% (votes for as printed: 17,239,339). Filing ↗ |
| 12 | Section 06, 2024 vote | Form 8-K | 2024-12-06 | 0001193125-24-272533 | Item 5.07 · say-on-pay result. As reported: 99.96% (votes for as printed: 17,307,680). Filing ↗ |
| 13 | Section 06, 2023 vote | Form 8-K | 2023-12-07 | 0001193125-23-290709 | Item 5.07 · say-on-pay result. As reported: 96.24% (votes for as printed: 1,327,852). Filing ↗ |
| 14 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 15 | Section 09b board cost (computed) | Computed | — | — | Cash 173,042 + equity 0 + all other 6,041 = 179,083, summed across the director compensation table rows.machine: formula: Σ = 179,083 |
| 16 | Benitec Biopharma (subject), Section 10b CEO total | DEF 14A | 2025-10-14 | 0001193125-25-239131 | CEO total compensation as printed in Benitec Biopharma's own proxy. As printed: 25,865,036. Filing ↗machine: r2 · c22 · span 187662–187672 |
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