Fiscal year 2025 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.
This is the complete answer, not a partial one — the list is never padded.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Linda Marbán | $300,000 | $270,000 | $0 | $2,940,920 | $0 | $0 | $10,645 | $3,521,565 |
| Chief Executive Officer | ||||||||
| Anthony Bergmann | 425,000 | 148,750 | 49,996 | 1,036,046 | 0 | 0 | 11,000 | 1,670,792 |
| Chief Financial Officer | ||||||||
| Karen Krasney | 391,768 | 97,950 | 0 | 768,840 | 0 | 0 | 11,000 | 1,269,558 |
| Executive Vice President & General Counsel | ||||||||
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 |
|---|---|---|---|---|
| Linda Marbán | $3,521,565 | — | — | — |
| Anthony Bergmann | 1,670,792 | — | — | — |
| Karen Krasney | 1,269,558 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Linda Marbán | Option | 161,875 | 14.96 | — |
| Linda Marbán | Option | 36,563 | 3.85 | — |
| Linda Marbán | Option | 7,872 | 3.18 | — |
| Linda Marbán | Option | 130,209 | 5.12 | — |
| Karen Krasney | Option | 1,752 | 3.18 | — |
| Karen Krasney | Option | 21,667 | 3.85 | — |
| Karen Krasney | Option | 41,667 | 5.12 | — |
| Karen Krasney | Option | 46,250 | 14.96 | — |
| Anthony Bergmann | Option | 3,479 | 3.18 | — |
| Anthony Bergmann | Option | 23,021 | 3.85 | — |
| Anthony Bergmann | Option | 44,271 | 5.12 | — |
| Anthony Bergmann | Option | 57,813 | 14.96 | — |
Our current executive compensation program is intended to align executive compensation with our business objectives and to enable us to attract, retain and reward executive officers who contribute to our long-term success.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | — |
| Anti-hedging | — |
| Anti-pledging | — |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-06-04 | 24,336,434 | 6,244,316 | 212,642 | 79.58% | Passed |
| 2025 | 2025-05-22 | 16,442,845 | 1,467,438 | 158,001 | 91.81% | Passed |
| 2024 | 2024-05-14 | 9,175,548 | 1,990,308 | 281,828 | 82.18% | Passed |
| 2023 | 2023-06-12 | 4,328,964 | 2,446,891 | 181,541 | 63.89% | Passed |
| 2022 | 2022-06-03 | 3,703,188 | 3,038,000 | 109,310 | 54.93% | Passed |
| 2021 | 2021-06-11 | 3,494,772 | 1,470,318 | 117,546 | 70.39% | 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 |
|---|---|---|
| 2026 | 2026-06-04 | 79.58%a |
| 2025 | 2025-05-22 | 91.81%b |
| 2024 | 2024-05-14 | 82.18%c |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
c. Voting standard not stated in the filing.
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.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Frank Litvack, M.DEmployee director · Board Chair · Nominating and Corporate Governance | $0 | — | $615,350 | — | $120,000 | $735,350 |
| David B. MusketIndependent · Audit (Chair) · Compensation (Chair) | 85,000 | — | 295,601 | — | 0 | 380,601 |
| George W. Dunbar Jr., M.B.AIndependent · Audit · Compensation · Nominating and Corporate Governance | 65,000 | — | 260,595 | — | 0 | 325,595 |
| Philip Gotwals, Ph.DIndependent · Compensation | 58,750 | — | 243,092 | — | 0 | 301,842 |
| Karimah Es SabarIndependent · Audit · Nominating and Corporate Governance (Chair) | 52,500 | — | 247,467 | — | 0 | 299,967 |
| Michael KelliherIndependent · Audit | 55,000 | — | 234,340 | — | 0 | 289,340 |
| Paul Auwaerter, M.D., M.B.AIndependent · Nominating and Corporate Governance | 50,000 | — | 234,340 | — | 0 | 284,340 |
| Linda Marbán, Ph.DEmployee director | — | — | — | — | — | 0 |
| Annual cash retainer | $40,000 |
|---|---|
| Annual equity retainer | $250,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 20,000 / 15,000 / 7,500 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $366,250 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $120,000 |
| Total cost of the board | $486,250 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies Capricor Therapeutics names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including Capricor Therapeutics.
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 | Option | 2025 | John Rademacher | $1,000,000 | $6,500,050 | $0 | $1,665,000 | $9,266,330 |
| 2 | Capricor Therapeutics | 2025 | Linda Marbán | 300,000 | 0 | 2,940,920 | 0 | 3,521,565 |
| 3 | Stock | 2025 | James Hillebrand | 875,000 | 656,250 | 218,750 | 1,487,500 | 3,380,337 |
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.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Capricor Therapeutics | not disclosed | not disclosed | not disclosed | not disclosed |
| Option | 111% | PSU 60 · RSU 40 | No | Pearl Meyer |
| Stock | 200% | PSU 75 · Options 25 | No | Aon's Human Capital Solutions |
Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.
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, Linda Marbán | DEF 14A | 2026-04-10 | 0001104659-26-042070 | Section “Executive Compensation”. As printed: 3,521,565. Filing ↗ |
| 2 | Section 01, Anthony Bergmann | DEF 14A | 2026-04-10 | 0001104659-26-042070 | Section “Executive Compensation”. As printed: 1,670,792. Filing ↗ |
| 3 | Section 01, Karen Krasney | DEF 14A | 2026-04-10 | 0001104659-26-042070 | Section “Executive Compensation”. As printed: 1,269,558. Filing ↗ |
| 4 | Section 08, Frank Litvack, M.D | DEF 14A | 2026-04-10 | 0001104659-26-042070 | Section “Director Compensation”. As printed: 735,350. Filing ↗machine: span 747744–747751 |
| 5 | Section 08, David B. Musket | DEF 14A | 2026-04-10 | 0001104659-26-042070 | Section “Director Compensation”. As printed: 380,601. Filing ↗machine: span 750560–750567 |
| 6 | Section 08, George W. Dunbar Jr., M.B.A | DEF 14A | 2026-04-10 | 0001104659-26-042070 | Section “Director Compensation”. As printed: 325,595. Filing ↗machine: span 753677–753684 |
| 7 | Section 08, Philip Gotwals, Ph.D | DEF 14A | 2026-04-10 | 0001104659-26-042070 | Section “Director Compensation”. As printed: 301,842. Filing ↗machine: span 762617–762624 |
| 8 | Section 08, Karimah Es Sabar | DEF 14A | 2026-04-10 | 0001104659-26-042070 | Section “Director Compensation”. As printed: 299,967. Filing ↗machine: span 756535–756542 |
| 9 | Section 08, Michael Kelliher | DEF 14A | 2026-04-10 | 0001104659-26-042070 | Section “Director Compensation”. As printed: 289,340. Filing ↗machine: span 765722–765729 |
| 10 | Section 08, Paul Auwaerter, M.D., M.B.A | DEF 14A | 2026-04-10 | 0001104659-26-042070 | Section “Director Compensation”. As printed: 284,340. Filing ↗machine: span 759754–759761 |
| 11 | Section 08, Linda Marbán, Ph.D | DEF 14A | 2026-04-10 | 0001104659-26-042070 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 12 | Section 06, 2026 vote | Form 8-K | 2026-06-08 | 0001104659-26-071364 | Item 5.07 · say-on-pay result. As reported: 79.58% (votes for as printed: 24,336,434). Filing ↗ |
| 13 | Section 06, 2025 vote | Form 8-K | 2025-05-27 | 0001558370-25-008145 | Item 5.07 · say-on-pay result. As reported: 91.81% (votes for as printed: 16,442,845). Filing ↗ |
| 14 | Section 06, 2024 vote | Form 8-K | 2024-05-15 | 0001558370-24-008310 | Item 5.07 · say-on-pay result. As reported: 82.18% (votes for as printed: 9,175,548). Filing ↗ |
| 15 | Section 09b board cost (computed) | Computed | — | computed | Cash 366,250 + equity 0 + all other 120,000 = 486,250, summed across the director compensation table rows.machine: formula: Σ = 486,250 |
| 16 | Option, Section 10b CEO total | DEF 14A | 2026-04-08 | 0001140361-26-013825 | CEO total compensation as printed in Option's own proxy. As printed: 9,266,330. Filing ↗machine: r2 · c25 · span 1114074–1114083 |
| 17 | Capricor Therapeutics (subject), Section 10b CEO total | DEF 14A | 2026-04-10 | 0001104659-26-042070 | CEO total compensation as printed in Capricor Therapeutics's own proxy. As printed: 3,521,565. Filing ↗ |
| 18 | Stock, Section 10b CEO total | DEF 14A | 2026-03-12 | 0001437749-26-007879 | CEO total compensation as printed in Stock's own proxy. As printed: 3,380,337. Filing ↗machine: r3 · c32 · span 991255–991264 |
| 19 | Section 10a, Option reciprocity | DEF 14A | — | 0001140361-26-013825 | Option's most recent proxy was read; its disclosed peer group does not include Capricor Therapeutics. Filing ↗ |
| 20 | Section 10a, Stock reciprocity | DEF 14A | — | 0001437749-26-007879 | Stock's most recent proxy was read; its disclosed peer group does not include Capricor Therapeutics. Filing ↗ |