Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-04-23

Tvardi Therapeutics, Inc. (CARA)

CEO Imran Alibhai was paid $3,116,090 in fiscal year 2025, up 263.5% from fiscal year 2024 (SEC filing 0001104659-26-047695 ↗): 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.

$3,116,090
Imran Alibhai total, FY2025
—
CEO pay percentile vs peers
—
CEO-to-median pay ratio
95.56%
Say-on-pay support, latest vote

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Companies that benchmark against CARA
No companies currently name CARA as a compensation peer in their most recent disclosure.

This is the complete answer, not a partial one — the list is never padded.

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Imran Alibhai$620,000——$2,173,903$289,850—$32,337$3,116,090
Chief Executive Officer and Director
Christopher Posner203,933—————2,366,3272,570,260
Former (Cara) President and Chief Executive Officer
John Kauh500,0000—454,315170,000—32,3371,156,652
Chief Medical Officer
Dan Conn450,000——536,451153,000——1,139,451
Chief Financial Officer
Ryan Maynard134,013—————997,8991,131,912
Former (Cara) Chief Financial Officer
Scott Terrillion129,935—————982,5031,112,438
Former (Cara) General Counsel, Secretary and Chief Compliance 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.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
Imran Alibhai$3,116,090$857,330—+2,258,760
Christopher Posner2,570,2601,065,879—+1,504,381
John Kauh1,156,6521,156,652—+0
Dan Conn1,139,451552,595—+586,856
Ryan Maynard1,131,912607,279—+524,633
Scott Terrillion1,112,438592,857—+519,581

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

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
Dan ConnOption17,5004.2—
Imran AlibhaiOption47,5004.2—
John KauhOption20,0566.11—
Imran AlibhaiOption182,32017.04—
Dan ConnOption1,8564.7—
Dan ConnOption43,54717.04—
John KauhOption36,21017.04—
John KauhOption17,5004.2—
05

Incentive-plan design — the Compensation Discussion & Analysis

The Company designs its compensation program to attract, retain, and reward talented executives while promoting company success and aligning executive incentives with the long-term interests of stockholders. The program evaluates market comparables, individual performance, and the desire to motivate short- and long-term results.

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultantAon plc and Alpine Rewards, LLC
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingtrue
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-06-093,482,265161,79516,45195.56%Passed
20242024-06-0416,277,98510,660,22871,32960.43%Passed
20232023-06-0126,928,7957,711,88771,21977.74%Passed
20222022-06-0227,112,7377,510,33656,88078.31%Passed
20212021-06-0328,190,965979,010115,78796.64%Passed
20202020-06-0426,434,667480,766265,52698.21%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
2018——a
2019——b
2017——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.

08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Susan Shiff, Ph.DIndependent · Audit · Compensation · Nominating and Corporate Governance$24,962$131,004——$109,021$264,987
Martin VogelbaumIndependent · Departed during FY34,9450——218,067253,012
Sujal ShahIndependent · Compensation (Chair)53,157131,004——0184,161
Michael S. WyzgaIndependent · Audit (Chair)39,558131,004——0170,562
Shaheen Wirk, M.DIndependent · Departed during FY27,585131,004——0158,589
Wallace L. Hall JrIndependent · Audit · Compensation24,521131,004——0155,525
Cynthia SmithIndependent · Governance (Chair)24,170131,004——0155,174
Jeffrey L. Ives, Ph.DIndependent · Departed during FY21,1130——109,021130,134
Helen M. BoudreauIndependent · Departed during FY20,3850——109,021129,406
Lisa von MoltkeIndependent · Departed during FY16,0160——109,021125,037
Imran Alibhai, Ph.DEmployee director—————0
09

Board fee structure and ownership guideline

Annual cash retainer$40,000
Annual equity retainer—
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)15,000 / 12,000 / 10,000
Stock ownership guideline—
09b

Total cost of the board

ComponentFY2025
Cash retainers and fees$286,412
Equity awards (grant-date value)$786,024
All other compensation$654,151
Total cost of the board$1,726,587

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

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
1Tvardi Therapeutics, Inc.2025Imran Alibhai$620,000—$2,173,903$289,850$3,116,090

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.

FAQ

Frequently asked questions

Who was the highest-paid executive at Tvardi Therapeutics, Inc. in fiscal 2025?
As disclosed, Imran Alibhai, Chief Executive Officer and Director, was the highest-paid executive at Tvardi Therapeutics, Inc. in fiscal 2025, with total compensation of $3,116,090.
How does Tvardi Therapeutics, Inc.'s chief executive pay compare to its disclosed peer group?
The filing shows that the CEO pay percentile of disclosed peers is not disclosed.
What is Tvardi Therapeutics, Inc.'s CEO-to-median employee pay ratio?
The filing shows that the CEO-to-median employee pay ratio is not disclosed.
How did shareholders vote on Tvardi Therapeutics, Inc.'s executive compensation?
As disclosed, shareholders voted in support of the executive compensation proposal with 95.56% support.
How much does Tvardi Therapeutics, Inc. spend in total on board compensation for fiscal 2025?
The company reported total board compensation of $1,726,587 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, Imran AlibhaiDEF 14A2026-04-230001104659-26-047695Section “Summary Compensation Table” · page 28. As printed: 3,116,090. Filing ↗
2Section 01, Christopher PosnerDEF 14A2026-04-230001104659-26-047695Section “Summary Compensation Table” · page 28. As printed: 2,570,260. Filing ↗
3Section 01, John KauhDEF 14A2026-04-230001104659-26-047695Section “Summary Compensation Table” · page 28. As printed: 1,156,652. Filing ↗
4Section 01, Dan ConnDEF 14A2026-04-230001104659-26-047695Section “Summary Compensation Table” · page 28. As printed: 1,139,451. Filing ↗
5Section 01, Ryan MaynardDEF 14A2026-04-230001104659-26-047695Section “Summary Compensation Table” · page 28. As printed: 1,131,912. Filing ↗
6Section 01, Scott TerrillionDEF 14A2026-04-230001104659-26-047695Section “Summary Compensation Table” · page 28. As printed: 1,112,438. Filing ↗
7Section 08, Susan Shiff, Ph.DDEF 14A2026-04-230001104659-26-047695Section “Director Compensation”. As printed: 264,987. Filing ↗machine: span 313777–313948
8Section 08, Martin VogelbaumDEF 14A2026-04-230001104659-26-047695Section “Director Compensation”. As printed: 253,012. Filing ↗machine: span 320465–320636
9Section 08, Sujal ShahDEF 14A2026-04-230001104659-26-047695Section “Director Compensation”. As printed: 184,161. Filing ↗machine: span 304842–305013
10Section 08, Michael S. WyzgaDEF 14A2026-04-230001104659-26-047695Section “Director Compensation”. As printed: 170,562. Filing ↗machine: span 309354–309525
11Section 08, Shaheen Wirk, M.DDEF 14A2026-04-230001104659-26-047695Section “Director Compensation”. As printed: 158,589. Filing ↗machine: span 315951–316122
12Section 08, Wallace L. Hall JrDEF 14A2026-04-230001104659-26-047695Section “Director Compensation”. As printed: 155,525. Filing ↗machine: span 307015–307186
13Section 08, Cynthia SmithDEF 14A2026-04-230001104659-26-047695Section “Director Compensation”. As printed: 155,174. Filing ↗machine: span 311519–311690
14Section 08, Jeffrey L. Ives, Ph.DDEF 14A2026-04-230001104659-26-047695Section “Director Compensation”. As printed: 130,134. Filing ↗machine: span 318297–318468
15Section 08, Helen M. BoudreauDEF 14A2026-04-230001104659-26-047695Section “Director Compensation”. As printed: 129,406. Filing ↗machine: span 324972–325143
16Section 08, Lisa von MoltkeDEF 14A2026-04-230001104659-26-047695Section “Director Compensation”. As printed: 125,037. Filing ↗machine: span 322803–322974
17Section 08, Imran Alibhai, Ph.DDEF 14A2026-04-230001104659-26-047695Section “Director Compensation”. As printed: 0. Filing ↗
18Section 06, 2018 voteForm 8-K2018-06-080001193125-18-188040Item 5.07 · say-on-pay result. As reported: —. Filing ↗
19Section 06, 2019 voteForm 8-K2019-06-050001193125-19-166293Item 5.07 · say-on-pay result. As reported: —. Filing ↗
20Section 06, 2017 voteForm 8-K2017-06-220001193125-17-210382Item 5.07 · say-on-pay result. As reported: —. Filing ↗
21Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
22Section 09b board cost (computed)Computed——Cash 286,412 + equity 786,024 + all other 654,151 = 1,726,587, summed across the director compensation table rows.machine: formula: Σ = 1,726,587
23Tvardi Therapeutics, Inc. (subject), Section 10b CEO totalDEF 14A2026-04-230001104659-26-047695CEO total compensation as printed in Tvardi Therapeutics, Inc.'s own proxy. As printed: 3,116,090. Filing ↗

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