CEO Xingjuan Chao was paid $4,565,821 in 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.
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| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Xingjuan Chao | $639,000 | $0 | $1,707,132 | $1,574,179 | $619,313 | $0 | $26,197 | $4,565,821 |
| President, Chief Executive Officer, and Co-Founder | ||||||||
| Scott Blumberg | 430,000 | 0 | 576,145 | 531,286 | 247,065 | 0 | 0 | 1,784,496 |
| Chief Financial Officer | ||||||||
| Raymond Woo | 418,500 | 0 | 576,145 | 531,286 | 238,585 | 0 | 0 | 1,764,516 |
| Chief Technology 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 |
|---|---|---|---|---|
| Xingjuan Chao | $4,565,821 | $1,818,529 | — | +2,747,292 |
| Scott Blumberg | 1,784,496 | 1,012,026 | — | +772,470 |
| Raymond Woo | 1,764,516 | 703,908 | — | +1,060,608 |
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 |
|---|---|---|---|---|
| Raymond Woo | Option | 44,765 | 18.77 | — |
| Xingjuan Chao | RSU | 79,582 | — | 1,745,233 |
| Xingjuan Chao | RSU | 1,877,480 | — | 41,173,130 |
| Raymond Woo | RSU | 26,859 | — | 589,018 |
| Raymond Woo | Option | 5,512 | 9.41 | — |
| Scott Blumberg | Option | 21,271 | 4.7 | — |
| Scott Blumberg | RSU | 26,859 | — | 589,018 |
| Xingjuan Chao | Option | 27,756 | 9.41 | — |
| Xingjuan Chao | Option | 99,611 | 4.7 | — |
| Xingjuan Chao | Option | 132,635 | 18.77 | — |
| Scott Blumberg | Option | 13,489 | 9.41 | — |
| Scott Blumberg | Option | 44,765 | 18.77 | — |
| Raymond Woo | Option | 19,975 | 4.7 | — |
The company provides a fixed base salary reflecting skill and responsibility, an annual cash bonus based on corporate and individual performance objectives, and equity awards (options and RSUs) to align executive interests with long-term stockholder value.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Radford |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-06-02 | 32,623,328 | 5,177 | 18,836 | 99.98% | Passed |
| 2025 | — | — | — | — | — | — |
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 | — | —a |
| 2026 | 2026-06-02 | 99.98%b |
a. Voting standard not stated in the filing.
b. 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 |
|---|---|---|---|---|---|---|
| Josef Parvizi, M.D., Ph.DNot independent | $40,000 | $156,432 | — | — | $202,525 | $398,957 |
| Erica RogersIndependent · Compensation | 11,847 | 301,331 | — | — | 0 | 313,178 |
| Rebecca (Beckie) RobertsonIndependent · Board Chair · Audit · Compensation (Chair) | 110,000 | 156,432 | — | — | 0 | 266,432 |
| William W. BurkeIndependent · Audit (Chair) · Nominating and Corporate Governance | 65,000 | 156,432 | — | — | 0 | 221,432 |
| Juliet Tammenoms BakkerIndependent · Audit · Compensation | 57,500 | 156,432 | — | — | 0 | 213,932 |
| Joseph M. TaylorIndependent · Nominating and Corporate Governance | 45,000 | 156,432 | — | — | 0 | 201,432 |
| Xingjuan (Jane) Chao, Ph.DEmployee director | — | — | — | — | — | 0 |
| Lucian Iancovici, M.DNot independent · Not standing for re-election · Departed during FY | 0 | 0 | — | — | 0 | 0 |
| Current DirectorsIndependent | — | — | — | — | — | — |
| Annual cash retainer | $45,000 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 20,000 / 15,000 / 10,000 |
| Stock ownership guideline | $3 |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $329,347 |
| Equity awards (grant-date value) | $1,083,491 |
| All other compensation | $202,525 |
| Total cost of the board | $1,615,363 |
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 | Ceribell | 2025 | Xingjuan Chao | $639,000 | $1,707,132 | $1,574,179 | $619,313 | $4,565,821 |
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, Xingjuan Chao | DEF 14A | 2026-04-20 | 0001193125-26-163290 | Section “Executive Compensation”. As printed: 4,565,821. Filing ↗machine: r2 · c14 · span 392484–392493 |
| 2 | Section 01, Scott Blumberg | DEF 14A | 2026-04-20 | 0001193125-26-163290 | Section “Executive Compensation”. As printed: 1,784,496. Filing ↗machine: r4 · c14 · span 403593–403602 |
| 3 | Section 01, Raymond Woo | DEF 14A | 2026-04-20 | 0001193125-26-163290 | Section “Executive Compensation”. As printed: 1,764,516. Filing ↗machine: r6 · c14 · span 414661–414670 |
| 4 | Section 08, Josef Parvizi, M.D., Ph.D | DEF 14A | 2026-04-20 | 0001193125-26-163290 | Section “Director Compensation”. As printed: 398,957. Filing ↗machine: span 314322–314549 |
| 5 | Section 08, Erica Rogers | DEF 14A | 2026-04-20 | 0001193125-26-163290 | Section “Director Compensation”. As printed: 313,178. Filing ↗machine: span 321011–321238 |
| 6 | Section 08, Rebecca (Beckie) Robertson | DEF 14A | 2026-04-20 | 0001193125-26-163290 | Section “Director Compensation”. As printed: 266,432. Filing ↗machine: span 317674–317901 |
| 7 | Section 08, William W. Burke | DEF 14A | 2026-04-20 | 0001193125-26-163290 | Section “Director Compensation”. As printed: 221,432. Filing ↗machine: span 310971–311198 |
| 8 | Section 08, Juliet Tammenoms Bakker | DEF 14A | 2026-04-20 | 0001193125-26-163290 | Section “Director Compensation”. As printed: 213,932. Filing ↗machine: span 307630–307857 |
| 9 | Section 08, Joseph M. Taylor | DEF 14A | 2026-04-20 | 0001193125-26-163290 | Section “Director Compensation”. As printed: 201,432. Filing ↗machine: span 324352–324579 |
| 10 | Section 08, Xingjuan (Jane) Chao, Ph.D | DEF 14A | 2026-04-20 | 0001193125-26-163290 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 11 | Section 08, Lucian Iancovici, M.D | DEF 14A | 2026-04-20 | 0001193125-26-163290 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 12 | Section 08, Current Directors | DEF 14A | 2026-04-20 | 0001193125-26-163290 | Section “Director Compensation”. As printed: —. Filing ↗ |
| 13 | Section 06, 2025 vote | Form 8-K | 2025-06-12 | 0000950170-25-085227 | Item 5.07 · say-on-pay result. As reported: —. Filing ↗ |
| 14 | Section 06, 2026 vote | Form 8-K | 2026-06-02 | 0001193125-26-253558 | Item 5.07 · say-on-pay result. As reported: 99.98% (votes for as printed: 32,623,328). Filing ↗ |
| 15 | 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) |
| 16 | Section 09b board cost (computed) | Computed | — | — | Cash 329,347 + equity 1,083,491 + all other 202,525 = 1,615,363, summed across the director compensation table rows.machine: formula: Σ = 1,615,363 |
| 17 | Ceribell (subject), Section 10b CEO total | DEF 14A | 2026-04-20 | 0001193125-26-163290 | CEO total compensation as printed in Ceribell's own proxy. As printed: 4,565,821. Filing ↗machine: r2 · c14 · span 392484–392493 |
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