CEO Michael Cordonnier was paid $2,789,967 in fiscal year 2025 (SEC filing 0001794546-26-000005 ↗): 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.
$2,789,967 Michael Cordonnier total, FY2025 | — CEO pay percentile vs peers | — CEO-to-median pay ratio | — 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 |
|---|---|---|---|---|---|---|---|---|
| Michael Cordonnier | $480,822 | $0 | $353,218 | $1,510,370 | $414,709 | $0 | $30,848 | $2,789,967 |
| Chairman, Chief Executive Officer, President and Co-Founder | ||||||||
| Scott Durall | 411,260 | 0 | 0 | 802,741 | 283,770 | 0 | 18,501 | 1,516,272 |
| Chief Commercial Officer | ||||||||
| Leonard Greenstein | 377,863 | 0 | 0 | 517,423 | 217,271 | 0 | 6,754 | 1,119,311 |
| Chief Financial Officer and Treasurer | ||||||||
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 |
|---|---|---|---|---|
| Michael Cordonnier | $2,789,967 | — | — | — |
| Scott Durall | 1,516,272 | — | — | — |
| Leonard Greenstein | 1,119,311 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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One page per director: the seat, the committees and the fee table, read for one person at a time.
| Director | Role | FY2025 total |
|---|---|---|
| Jonathan (Jon) D. Root, M.D | Independent Director | $287,495 |
| Kevin O’Boyle | Independent Director | $308,745 |
| Kevin Sidow | Lead Independent Director | $341,699 |
| Niall Casey | Director | $1,148,317 |
| Philip (Phil) Young | Independent Director | $287,495 |
| Robert Mittendorff, M.D | Independent Director | $28,750 |
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Leonard Greenstein | RSU | 59,737 | — | $737,752 |
| Michael Cordonnier | PSU | 112,478 | — | 1,389,103 |
| Michael Cordonnier | RSU | 358,422 | — | 0 |
| Michael Cordonnier | Option | 168,717 | 4.35 | — |
| Michael Cordonnier | Option | 133,929 | 15 | — |
| Leonard Greenstein | Option | 34,864 | 1.17 | — |
| Leonard Greenstein | Option | 66,965 | 15 | — |
| Scott Durall | Option | 61,605 | 2.23 | — |
| Scott Durall | Option | 101,230 | 4.35 | — |
| Scott Durall | Option | 66,965 | 15 | — |
The company aims to attract and retain highly qualified non-employee directors and align executive compensation with long-term stockholder value through a mix of cash and equity incentives.
| CEO STI target (% of salary) | NaN% |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Compensia, Inc. |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-06-03 | — | — | — | — | — |
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 | 2026-06-03 | —a |
a. 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 |
|---|---|---|---|---|---|---|
| Niall CaseyEmployee director | $507,668 | — | $625,828 | — | $14,821 | $1,148,317 |
| Kevin SidowIndependent · Lead Independent Director · Audit · Compensation (Chair) · Nominating and Corporate Governance | 61,250 | 259,995 | 20,454 | — | 0 | 341,699 |
| Kevin O’BoyleIndependent · Audit (Chair) · Compensation | 48,750 | 259,995 | 0 | — | 0 | 308,745 |
| Jonathan (Jon) D. Root, M.DIndependent · Nominating and Corporate Governance (Chair) | 27,500 | 259,995 | 0 | — | 0 | 287,495 |
| Philip (Phil) YoungIndependent · Audit | 27,500 | 259,995 | 0 | — | 0 | 287,495 |
| Robert Mittendorff, M.DIndependent · Compensation · Nominating and Corporate Governance | 28,750 | 0 | 0 | — | 0 | 28,750 |
| Michael CordonnierEmployee director · Board Chair | — | — | — | — | — | 0 |
| Annual cash retainer | $45,000 |
|---|---|
| Annual equity retainer | $130,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 20,000 / 15,000 / 10,000 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $701,418 |
| Equity awards (grant-date value) | $1,039,980 |
| All other compensation | $14,821 |
| Total cost of the board | $1,756,219 |
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 | Carlsmed | 2025 | Michael Cordonnier | $480,822 | $353,218 | $1,510,370 | $414,709 | $2,789,967 |
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, Michael Cordonnier | DEF 14A | 2026-04-22 | 0001794546-26-000005 | Section “Executive Compensation”. As printed: 2,789,967. Filing ↗machine: span 513282–513291 |
| 2 | Section 01, Scott Durall | DEF 14A | 2026-04-22 | 0001794546-26-000005 | Section “Executive Compensation”. As printed: 1,516,272. Filing ↗machine: span 556958–556967 |
| 3 | Section 01, Leonard Greenstein | DEF 14A | 2026-04-22 | 0001794546-26-000005 | Section “Executive Compensation”. As printed: 1,119,311. Filing ↗machine: span 535131–535140 |
| 4 | Section 08, Niall Casey | DEF 14A | 2026-04-22 | 0001794546-26-000005 | Section “Director Compensation”. As printed: 1,148,317. Filing ↗machine: span 386038–386249 |
| 5 | Section 08, Kevin Sidow | DEF 14A | 2026-04-22 | 0001794546-26-000005 | Section “Director Compensation”. As printed: 341,699. Filing ↗machine: span 368928–369137 |
| 6 | Section 08, Kevin O’Boyle | DEF 14A | 2026-04-22 | 0001794546-26-000005 | Section “Director Compensation”. As printed: 308,745. Filing ↗machine: span 352023–352232 |
| 7 | Section 08, Jonathan (Jon) D. Root, M.D | DEF 14A | 2026-04-22 | 0001794546-26-000005 | Section “Director Compensation”. As printed: 287,495. Filing ↗machine: span 360480–360689 |
| 8 | Section 08, Philip (Phil) Young | DEF 14A | 2026-04-22 | 0001794546-26-000005 | Section “Director Compensation”. As printed: 287,495. Filing ↗machine: span 377376–377585 |
| 9 | Section 08, Robert Mittendorff, M.D | DEF 14A | 2026-04-22 | 0001794546-26-000005 | Section “Director Compensation”. As printed: 28,750. Filing ↗machine: span 336992–337200 |
| 10 | Section 08, Michael Cordonnier | DEF 14A | 2026-04-22 | 0001794546-26-000005 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 11 | Section 06, 2026 vote | Form 8-K | 2026-06-03 | 0001193125-26-255404 | Item 5.07 · say-on-pay result. As reported: —. Filing ↗ |
| 12 | Section 09b board cost (computed) | Computed | — | — | Cash 701,418 + equity 1,039,980 + all other 14,821 = 1,756,219, summed across the director compensation table rows.machine: formula: Σ = 1,756,219 |
| 13 | Carlsmed (subject), Section 10b CEO total | DEF 14A | 2026-04-22 | 0001794546-26-000005 | CEO total compensation as printed in Carlsmed's own proxy. As printed: 2,789,967. Filing ↗machine: span 513282–513291 |
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