CEO Brian Sullivan was paid $16,373,868 in fiscal year 2025, ↑ up 148.6% from fiscal year 2024 (SEC filing 0001493152-26-014937 ↗): 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.
$16,373,868 ↑ Brian Sullivan total, FY2025 | — CEO pay percentile vs peers | — CEO-to-median pay ratio | 95.1% Say-on-pay support, latest vote |
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CELC's next annual pay disclosure, estimated April 3, 2027.est. Filing ↗
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Brian Sullivan | $577,096 | $0 | $0 | $15,428,650 | $368,122 | $0 | $0 | $16,373,868 |
| Chairman and Chief Executive Officer | ||||||||
| Lance Laing | 472,562 | 0 | 0 | 3,518,860 | 201,219 | 0 | 0 | 4,192,641 |
| Chief Science Officer | ||||||||
| Vicky Hahne | 419,596 | 0 | 0 | 2,813,527 | 178,483 | 0 | 0 | 3,411,606 |
| Chief Financial 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 |
|---|---|---|---|---|
| Brian Sullivan | $16,373,868 | $6,586,663 | $1,738,115 | ↑ +9,787,205 |
| Lance Laing | 4,192,641 | 1,702,954 | 1,483,842 | ↑ +2,489,687 |
| Vicky Hahne | 3,411,606 | 1,351,167 | 898,743 | ↑ +2,060,439 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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Each company listed discloses CELC 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 CELC in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
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.
| Executive | Role | FY2025 total |
|---|---|---|
| Brian Sullivan | CEO | $16,373,868 |
| Lance Laing | Chief Science Officer | $4,192,641 |
| Vicky Hahne | CFO | $3,411,606 |
One page per director: the seat, the committees and the fee table, read for one person at a time.
| Director | Role | FY2025 total |
|---|---|---|
| David F. Dalvey | Independent Director | $140,000 |
| Leo T. Furcht | Independent Director | $140,000 |
| Polly A. Murphy | Independent Director | $140,000 |
| Richard E. Buller | Independent Director | $140,000 |
| Richard J. Nigon | Independent Director | $140,000 |
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Brian Sullivan | Option | 75,001 | 9.89 | — |
| Brian Sullivan | Option | 35,001 | 14.78 | — |
| Brian Sullivan | Option | 166,667 | 17.04 | — |
| Brian Sullivan | Option | 250,000 | 51.57 | — |
| Lance Laing | Option | 52,084 | 9.89 | — |
| Lance Laing | Option | 66,667 | 17.04 | — |
| Lance Laing | Option | 100,000 | 51.57 | — |
| Vicky Hahne | Option | 25,000 | 9.89 | — |
| Vicky Hahne | Option | 53,334 | 17.04 | — |
| Vicky Hahne | Option | 80,000 | 51.57 | — |
The compensation of our executive officers is structured with the goal of providing a competitive compensation program that will enable us to attract and retain high-quality executives.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-18 | 35,835,588 | 1,846,980 | 23,643 | 95.1% | Passed |
| 2025 | 2025-05-13 | 25,374,197 | 795,476 | 1,963 | 96.96% | Passed |
| 2023 | 2023-05-11 | 9,248,453 | 3,577,453 | 10,115 | 72.11% | Passed |
| 2021 | 2021-05-12 | 6,963,209 | 15,919 | 1,350 | 99.77% | Passed |
| 2020 | 2020-05-14 | 6,830,394 | 39,624 | 7,249 | 99.42% | Passed |
| 2019 | 2019-05-16 | 6,497,312 | 14,756 | 68,081 | 99.77% | 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 | 2026-05-18 | 95.1%a |
| 2025 | 2025-05-13 | 96.96%b |
| 2023 | 2023-05-11 | 72.11%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 |
|---|---|---|---|---|---|---|
| Polly A. MurphyIndependent · Audit · Compensation | $40,000 | $0 | $100,000 | — | — | $140,000 |
| Richard E. BullerIndependent · Compensation · Nominating and Corporate Governance | 40,000 | 11,000 | 89,000 | — | — | 140,000 |
| Richard J. NigonIndependent · Audit (Chair) · Nominating and Corporate Governance | 40,000 | 0 | 100,000 | — | — | 140,000 |
| David F. DalveyIndependent · Audit · Compensation · Nominating and Corporate Governance | 40,000 | 0 | 100,000 | — | — | 140,000 |
| Leo T. FurchtIndependent · Compensation · Nominating and Corporate Governance | 40,000 | 0 | 100,000 | — | — | 140,000 |
| Brian F. SullivanEmployee director · Board Chair | — | — | — | — | — | 0 |
| Lance G. LaingEmployee director | — | — | — | — | — | 0 |
| Charles R. RompIndependent · Newly elected | — | — | — | — | — | — |
| Annual cash retainer | $50,000 |
|---|---|
| Annual equity retainer | $100,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | — |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $200,000 |
| Equity awards (grant-date value) | $11,000 |
| All other compensation | $0 |
| Total cost of the board | $211,000 |
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 | Celcuity | 2025 | Brian Sullivan | $577,096 | $0 | $15,428,650 | $368,122 | $16,373,868 |
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, Brian Sullivan | DEF 14A | 2026-04-02 | 0001493152-26-014937 | Section “Executive Compensation”. As printed: 16,373,868. Filing ↗machine: span 393145–393155 |
| 2 | Section 01, Lance Laing | DEF 14A | 2026-04-02 | 0001493152-26-014937 | Section “Executive Compensation”. As printed: 4,192,641. Filing ↗machine: span 395047–395056 |
| 3 | Section 01, Vicky Hahne | DEF 14A | 2026-04-02 | 0001493152-26-014937 | Section “Executive Compensation”. As printed: 3,411,606. Filing ↗machine: r5 · c21 · span 396957–396966 |
| 4 | Section 08, Polly A. Murphy | DEF 14A | 2026-04-02 | 0001493152-26-014937 | Section “Director Compensation”. As printed: 140,000. Filing ↗machine: span 344916–344923 |
| 5 | Section 08, Richard E. Buller | DEF 14A | 2026-04-02 | 0001493152-26-014937 | Section “Director Compensation”. As printed: 140,000. Filing ↗machine: span 342850–342857 |
| 6 | Section 08, Richard J. Nigon | DEF 14A | 2026-04-02 | 0001493152-26-014937 | Section “Director Compensation”. As printed: 140,000. Filing ↗machine: span 345610–345617 |
| 7 | Section 08, David F. Dalvey | DEF 14A | 2026-04-02 | 0001493152-26-014937 | Section “Director Compensation”. As printed: 140,000. Filing ↗machine: span 343543–343550 |
| 8 | Section 08, Leo T. Furcht | DEF 14A | 2026-04-02 | 0001493152-26-014937 | Section “Director Compensation”. As printed: 140,000. Filing ↗machine: span 344234–344241 |
| 9 | Section 08, Brian F. Sullivan | DEF 14A | 2026-04-02 | 0001493152-26-014937 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 10 | Section 08, Lance G. Laing | DEF 14A | 2026-04-02 | 0001493152-26-014937 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 11 | Section 08, Charles R. Romp | DEF 14A | 2026-04-02 | 0001493152-26-014937 | Section “Director Compensation”. As printed: —. Filing ↗ |
| 12 | Section 06, 2026 vote | Form 8-K | 2026-05-18 | 0001493152-26-024175 | Item 5.07 · say-on-pay result. As reported: 95.1% (votes for as printed: 35,835,588). Filing ↗ |
| 13 | Section 06, 2025 vote | Form 8-K | 2025-05-16 | 0001641172-25-011273 | Item 5.07 · say-on-pay result. As reported: 96.96% (votes for as printed: 25,374,197). Filing ↗ |
| 14 | Section 06, 2023 vote | Form 8-K | 2023-05-12 | 0001493152-23-016627 | Item 5.07 · say-on-pay result. As reported: 72.11% (votes for as printed: 9,248,453). 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 200,000 + equity 11,000 + all other 0 = 211,000, summed across the director compensation table rows.machine: formula: Σ = 211,000 |
| 17 | Celcuity (subject), Section 10b CEO total | DEF 14A | 2026-04-02 | 0001493152-26-014937 | CEO total compensation as printed in Celcuity's own proxy. As printed: 16,373,868. Filing ↗machine: span 393145–393155 |
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