Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-06-08

Capricor Therapeutics (CAPR)

CEO Linda Marbán was paid $3,521,565 in fiscal year 2025, ↑ up 128.7% from fiscal year 2024, the 50th percentile of its disclosed peer group (SEC filing 0001104659-26-042070 ↗): 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.

$3,521,565 ↑
Linda Marbán total, FY2025
50th
CEO pay percentile vs peers
—
CEO-to-median pay ratio
79.58%
Say-on-pay support, latest vote

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Sample answer — “What is the CEO’s total compensation?”
- Linda Marbán (Chief Executive Officer), FY2025 total compensation $3,521,565 (base salary $300,000) [exec_comp, SEC accession 0001104659-26-042070, filed 2026-04-10]

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CAPR's next annual pay disclosure, estimated April 12, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Linda Marbán$300,000$270,000$0$2,940,920$0$0$10,645$3,521,565
Chief Executive Officer
Anthony Bergmann425,000148,75049,9961,036,0460011,0001,670,792
Chief Financial Officer
Karen Krasney391,76897,9500768,8400011,0001,269,558
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.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
Linda Marbán$3,521,565$1,539,862$774,300↑ +1,981,703
Anthony Bergmann1,670,792930,230757,995↑ +740,562
Karen Krasney1,269,558869,560723,282↑ +399,998

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

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Companies that benchmark against CAPR
1 company names CAPR as a compensation peer

Each company listed discloses CAPR in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named CAPR in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

01b

Executives — the named officers

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.

ExecutiveRoleFY2025 total
Anthony BergmannCFO$1,670,792
Karen KrasneyGeneral Counsel$1,269,558
Linda MarbánCEO$3,521,565
01c

Board of directors

One page per director: the seat, the committees and the fee table, read for one person at a time.

DirectorRoleFY2025 total
David B. MusketIndependent Director$380,601
Frank Litvack, M.DChair of the Board$735,350
George W. Dunbar Jr., M.B.AIndependent Director$325,595
Karimah Es SabarIndependent Director$299,967
Michael KelliherIndependent Director$289,340
Paul Auwaerter, M.D., M.B.AIndependent Director$284,340
Philip Gotwals, Ph.DIndependent Director$301,842
02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Anthony BergmannOption44,2715.12—
Linda MarbánOption7,8723.18—
Karen KrasneyOption41,6675.12—
Linda MarbánOption36,5633.85—
Linda MarbánOption130,2095.12—
Linda MarbánOption161,87514.96—
Karen KrasneyOption1,7523.18—
Karen KrasneyOption21,6673.85—
Karen KrasneyOption46,25014.96—
Anthony BergmannOption3,4793.18—
Anthony BergmannOption23,0213.85—
Anthony BergmannOption57,81314.96—
05

Incentive-plan design — the Compensation Discussion & Analysis

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)NaN%
CEO LTI target (% of salary)—
Independent consultantPay Governance LLC
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingtrue
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-06-0424,336,4346,244,316212,64279.58%Passed
20252025-05-2216,442,8451,467,438158,00191.81%Passed
20242024-05-149,175,5481,990,308281,82882.18%Passed
20232023-06-124,328,9642,446,891181,54163.89%Passed
20222022-06-033,703,1883,038,000109,31054.93%Passed
20212021-06-113,494,7721,470,318117,54670.39%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.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-06-0479.58%a
20252025-05-2291.81%b
20242024-05-1482.18%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 no effect.”.

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.

08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Frank Litvack, M.DNot independent · Board Chair · Nominating and Corporate Governance$0$0$615,350—$120,000$735,350
David B. MusketIndependent · Audit (Chair) · Compensation (Chair) · Audit and Compensation (Chair)85,0000295,601—0380,601
George W. Dunbar Jr., M.B.AIndependent · Audit · Compensation · Nominating and Corporate Governance65,0000260,595—0325,595
Philip Gotwals, Ph.DIndependent · Compensation58,7500243,092—0301,842
Karimah Es SabarIndependent · Audit · Nominating and Corporate Governance52,5000247,467—0299,967
Michael KelliherIndependent · Audit55,0000234,340—0289,340
Paul Auwaerter, M.D., M.B.AIndependent · Nominating and Corporate Governance50,0000234,340—0284,340
Linda Marbán, Ph.DEmployee director—————0
09

Board fee structure and ownership guideline

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—
09b

Total cost of the board

ComponentFY2025
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.

10

Disclosed peer group — fiscal year 2025

The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.

10a

Peer reciprocity

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.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Option2025John Rademacher$1,000,000$6,500,050$0$1,665,000$9,266,330
2Capricor Therapeutics2025Linda Marbán300,00002,940,92003,521,565
3Stock2025James Hillebrand875,000656,250218,7501,487,5003,380,337

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.

10c

Incentive design against the same peers

CompanyAnnual incentive payoutLong-term vehicle mixPSU measures include TSRCompensation consultant
Capricor Therapeutics25% to 90% of base salary%not disclosednot disclosedPay Governance LLC
Option111%PSU 60 · RSU 40NoPearl Meyer
Stock200%not disclosedNoAon

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.

10d

Frequently asked questions

Who was the highest-paid executive at Capricor Therapeutics in fiscal 2025?
As disclosed, Linda Marbán (Chief Executive Officer) was the highest-paid executive at Capricor Therapeutics in fiscal 2025, with total compensation of $3,521,565.
How does Capricor Therapeutics's chief executive pay compare to its disclosed peer group?
As disclosed, Linda Marbán's total compensation ranked at the 50th percentile of Capricor Therapeutics's disclosed peer group.
How did shareholders vote on Capricor Therapeutics's executive compensation?
As disclosed, 79.58% of shareholders supported Capricor Therapeutics's executive compensation in the latest say-on-pay vote.
How much does Capricor Therapeutics spend in total on board compensation for fiscal 2025?
As disclosed, Capricor Therapeutics reported total board compensation of $486,250 for fiscal 2025.

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.

11

Source register

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.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Linda MarbánDEF 14A2026-04-100001104659-26-042070Section “Executive Compensation”. As printed: 3,521,565. Filing ↗
2Section 01, Anthony BergmannDEF 14A2026-04-100001104659-26-042070Section “Executive Compensation”. As printed: 1,670,792. Filing ↗
3Section 01, Karen KrasneyDEF 14A2026-04-100001104659-26-042070Section “Executive Compensation”. As printed: 1,269,558. Filing ↗
4Section 08, Frank Litvack, M.DDEF 14A2026-04-100001104659-26-042070Section “Director Compensation”. As printed: 735,350. Filing ↗machine: span 747592–747762
5Section 08, David B. MusketDEF 14A2026-04-100001104659-26-042070Section “Director Compensation”. As printed: 380,601. Filing ↗machine: span 750408–750578
6Section 08, George W. Dunbar Jr., M.B.ADEF 14A2026-04-100001104659-26-042070Section “Director Compensation”. As printed: 325,595. Filing ↗machine: span 753525–753695
7Section 08, Philip Gotwals, Ph.DDEF 14A2026-04-100001104659-26-042070Section “Director Compensation”. As printed: 301,842. Filing ↗machine: span 762465–762635
8Section 08, Karimah Es SabarDEF 14A2026-04-100001104659-26-042070Section “Director Compensation”. As printed: 299,967. Filing ↗machine: span 756383–756553
9Section 08, Michael KelliherDEF 14A2026-04-100001104659-26-042070Section “Director Compensation”. As printed: 289,340. Filing ↗machine: span 765570–765740
10Section 08, Paul Auwaerter, M.D., M.B.ADEF 14A2026-04-100001104659-26-042070Section “Director Compensation”. As printed: 284,340. Filing ↗machine: span 759602–759772
11Section 08, Linda Marbán, Ph.DDEF 14A2026-04-100001104659-26-042070Section “Director Compensation”. As printed: 0. Filing ↗
12Section 06, 2026 voteForm 8-K2026-06-080001104659-26-071364Item 5.07 · say-on-pay result. As reported: 79.58% (votes for as printed: 24,336,434). Filing ↗
13Section 06, 2025 voteForm 8-K2025-05-270001558370-25-008145Item 5.07 · say-on-pay result. As reported: 91.81% (votes for as printed: 16,442,845). Filing ↗
14Section 06, 2024 voteForm 8-K2024-05-150001558370-24-008310Item 5.07 · say-on-pay result. As reported: 82.18% (votes for as printed: 9,175,548). Filing ↗
15Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
16Section 09b board cost (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
17Option, Section 10b CEO totalDEF 14A2026-04-080001140361-26-013825CEO total compensation as printed in Option's own proxy. As printed: 9,266,330. Filing ↗machine: r2 · c25 · span 1114074–1114083
18Capricor Therapeutics (subject), Section 10b CEO totalDEF 14A2026-04-100001104659-26-042070CEO total compensation as printed in Capricor Therapeutics's own proxy. As printed: 3,521,565. Filing ↗
19Stock, Section 10b CEO totalDEF 14A2026-03-120001437749-26-007879CEO total compensation as printed in Stock's own proxy. As printed: 3,380,337. Filing ↗machine: r3 · c32 · span 991255–991264
20Section 10a, Option reciprocityDEF 14A—0001140361-26-013825Option's most recent proxy was read; its disclosed peer group does not include Capricor Therapeutics. Filing ↗
21Section 10a, Stock reciprocityDEF 14A—0001437749-26-007879Stock's most recent proxy was read; its disclosed peer group does not include Capricor Therapeutics. Filing ↗

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