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.
This is the complete answer, not a partial one — the list is never padded.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Rick Pauls | $645,000 | $0 | $0 | $1,652,400 | $412,500 | $0 | $17,450 | $2,727,350 |
| President and Chief Executive Officer | ||||||||
| Julie Krop | 198,980 | 0 | 0 | 1,421,100 | 79,592 | 0 | 7,891 | 1,707,563 |
| Chief Medical Officer | ||||||||
| Scott Kellen | 408,500 | 0 | 0 | 619,650 | 183,920 | 0 | 17,450 | 1,229,520 |
| Chief Financial Officer and Secretary | ||||||||
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 |
|---|---|---|---|---|
| Rick Pauls | $2,727,350 | $1,550,985 | — | +1,176,365 |
| Julie Krop | 1,707,563 | — | — | — |
| Scott Kellen | 1,229,520 | 813,955 | — | +415,565 |
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 |
|---|---|---|---|---|
| Rick Pauls | Option | 154,876 | 2.45 | — |
| Rick Pauls | Option | 113,125 | 2.73 | — |
| Rick Pauls | Option | 112,500 | 2.9 | — |
| Scott Kellen | Option | 52,500 | 2.45 | — |
| Scott Kellen | Option | 41,875 | 2.73 | — |
| Scott Kellen | Option | 48,750 | 2.9 | — |
DiaMedica's executive compensation policies, plans and programs seek to enhance financial performance and shareholder value by aligning the financial interests of executives with those of shareholders and emphasizing pay-for-performance. The company emphasizes that a significant portion of executive compensation is at risk and paid in equity, while avoiding guaranteed salary increases, bonuses, or perquisites.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Alpine Rewards, LLC |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-20 | 9,928,381 | 271,093 | 149,163 | 97.34% | Passed |
| 2025 | 2025-05-15 | 6,536,608 | 398,959 | 11,788 | 94.25% | Passed |
| 2024 | 2024-05-22 | 13,178,728 | 564,691 | 254,912 | 95.89% | 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 | 2026-05-20 | 97.34%a |
| 2025 | 2025-05-15 | 94.25%b |
| 2024 | 2024-05-22 | 95.89%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 |
|---|---|---|---|---|---|---|
| Daniel O’ConnorIndependent · Nominating and Corporate Governance · Audit · Compensation (Chair) | $56,104 | $0 | $302,169 | — | $0 | $358,273 |
| James ParsonsIndependent · Board Chair · Audit Committee (Chair) | 85,000 | 2,703 | 112,195 | — | 0 | 199,898 |
| Michael Giuffre, M.DIndependent · Nominating and Corporate Governance (Chair) · Scientific & Clinical Research | 58,000 | 1,844 | 88,574 | — | 0 | 148,418 |
| Charles Semba, M.DIndependent · Audit · Compensation · Scientific and Clinical Research | 56,500 | 898 | 88,574 | — | 0 | 145,972 |
| Richard Kuntz, M.DIndependent · Compensation · Scientific and Clinical Research (Chair) | 53,000 | 1,687 | 88,574 | — | 0 | 143,261 |
| Tanya LewisIndependent · Compensation Committee · Nominating and Corporate Governance Committee · Scientific and Clinical Research Committee | 53,000 | 0 | 88,574 | — | 0 | 141,574 |
| Rick PaulsEmployee director | — | — | — | — | — | 0 |
| Annual cash retainer | $40,000 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 7,500 / 10,000 / 8,000 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $361,604 |
| Equity awards (grant-date value) | $7,132 |
| All other compensation | $0 |
| Total cost of the board | $368,736 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies DiaMedica 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 DiaMedica Therapeutics.
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 | Mineralys Therapeutics, Inc. | 2025 | Jon Congleton | $636,500 | $0 | $4,435,626 | $472,601 | $5,544,727 |
| 2 | Anavex Life Sciences Corp. | 2025 | Christopher Missling | 723,485 | 0 | 3,083,000 | 0 | 3,959,085 |
| 3 | Fulcrum Therapeutics, Inc. | 2025 | Alex Sapir | 650,000 | 0 | 2,052,132 | 411,200 | 3,251,490 |
| 4 | DiaMedica Therapeutics | 2025 | Rick Pauls | 645,000 | 0 | 1,652,400 | 412,500 | 2,727,350 |
| 5 | Inozyme Pharma, Inc. | 2024 | Douglas Treco | 541,667 | 0 | 1,933,375 | 0 | 2,485,392 |
| 6 | Gossamer Bio, Inc. | 2025 | Faheem Hasnain | 649,649 | 0 | 1,392,006 | 254,800 | 2,300,455 |
| 7 | Alto Neuroscience, Inc. | 2025 | Amit Etkin | 650,671 | 0 | 934,186 | 358,072 | 2,188,487 |
| 8 | Lineage Cell Therapeutics, Inc. | 2025 | Brian Culley | 691,800 | 0 | 882,970 | 518,900 | 2,111,170 |
| 9 | Acumen Pharmaceuticals, Inc. | 2025 | Daniel O'Connell | 646,354 | 412,482 | 478,338 | 305,725 | 1,863,567 |
| 10 | Galectin Therapeutics Inc. | 2024 | Joel Lewis | 620,167 | 202,635 | — | — | 1,189,674 |
| 11 | Ovid Therapeutics Inc | 2025 | Margaret Alexander | 515,000 | 24,806 | 118,466 | 350,000 | 1,022,272 |
| — | Tourmaline Bio, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Applied Therapeutics, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | PepGen Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Immunic, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Annovis Bio, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Vigil Neuroscience, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | MediciNova, Inc. | — | — | — | — | — | — | not in coverage universe |
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.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| DiaMedica Therapeutics | not disclosed | not disclosed | not disclosed | Alpine Rewards, LLC |
| Acumen Pharmaceuticals, Inc. | not disclosed | not disclosed | not disclosed | Aon |
| Alto Neuroscience, Inc. | not disclosed | Option 100 | not disclosed | Aon Consulting, Inc. |
| Anavex Life Sciences Corp. | not disclosed | Option 100 | not disclosed | not disclosed |
| Annovis Bio, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Applied Therapeutics, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Fulcrum Therapeutics, Inc. | not disclosed | Option 100 | not disclosed | Aon |
| Galectin Therapeutics Inc. | not disclosed | not disclosed | not disclosed | Barney & Barney LLC |
| Gossamer Bio, Inc. | 65% | not disclosed | No | Alpine Rewards |
| Immunic, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Inozyme Pharma, Inc. | not disclosed | not disclosed | not disclosed | Alpine Rewards |
| Lineage Cell Therapeutics, Inc. | not disclosed | not disclosed | not disclosed | Anderson |
| MediciNova, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Mineralys Therapeutics, Inc. | not disclosed | Option 100 | not disclosed | not disclosed |
| Ovid Therapeutics Inc | not disclosed | not disclosed | not disclosed | Alpine Rewards, LLP |
| PepGen Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Tourmaline Bio, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Vigil Neuroscience, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
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.
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, Rick Pauls | DEF 14A | 2026-04-01 | 0001437749-26-010879 | Section “Summary Compensation Table” · page 46. As printed: 2,727,350. Filing ↗machine: r1 · c20 · span 666170–666179 |
| 2 | Section 01, Julie Krop | DEF 14A | 2026-04-01 | 0001437749-26-010879 | Section “Summary Compensation Table” · page 46. As printed: 1,707,563. Filing ↗machine: r3 · c20 · span 675153–675162 |
| 3 | Section 01, Scott Kellen | DEF 14A | 2026-04-01 | 0001437749-26-010879 | Section “Summary Compensation Table” · page 46. As printed: 1,229,520. Filing ↗machine: r4 · c20 · span 678853–678862 |
| 4 | Section 08, Daniel O’Connor | DEF 14A | 2026-04-01 | 0001437749-26-010879 | Section “Director Compensation”. As printed: 358,273. Filing ↗machine: span 560732–560739 |
| 5 | Section 08, James Parsons | DEF 14A | 2026-04-01 | 0001437749-26-010879 | Section “Director Compensation”. As printed: 199,898. Filing ↗machine: span 557014–557021 |
| 6 | Section 08, Michael Giuffre, M.D | DEF 14A | 2026-04-01 | 0001437749-26-010879 | Section “Director Compensation”. As printed: 148,418. Filing ↗machine: span 545886–545893 |
| 7 | Section 08, Charles Semba, M.D | DEF 14A | 2026-04-01 | 0001437749-26-010879 | Section “Director Compensation”. As printed: 145,972. Filing ↗machine: span 564443–564450 |
| 8 | Section 08, Richard Kuntz, M.D | DEF 14A | 2026-04-01 | 0001437749-26-010879 | Section “Director Compensation”. As printed: 143,261. Filing ↗machine: span 549599–549606 |
| 9 | Section 08, Tanya Lewis | DEF 14A | 2026-04-01 | 0001437749-26-010879 | Section “Director Compensation”. As printed: 141,574. Filing ↗machine: span 553306–553313 |
| 10 | Section 08, Rick Pauls | DEF 14A | 2026-04-01 | 0001437749-26-010879 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 11 | Section 06, 2026 vote | Form 8-K | 2026-05-21 | 0001437749-26-018106 | Item 5.07 · say-on-pay result. As reported: 97.34% (votes for as printed: 9,928,381). Filing ↗ |
| 12 | Section 06, 2025 vote | Form 8-K | 2025-05-15 | 0001437749-25-017239 | Item 5.07 · say-on-pay result. As reported: 94.25% (votes for as printed: 6,536,608). Filing ↗ |
| 13 | Section 06, 2024 vote | Form 8-K | 2024-05-23 | 0001437749-24-018140 | Item 5.07 · say-on-pay result. As reported: 95.89% (votes for as printed: 13,178,728). Filing ↗ |
| 14 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 15 | Section 09b board cost (computed) | Computed | — | computed | Cash 361,604 + equity 7,132 + all other 0 = 368,736, summed across the director compensation table rows.machine: formula: Σ = 368,736 |
| 16 | Mineralys Therapeutics, Inc., Section 10b CEO total | DEF 14A | 2026-04-08 | 0001933414-26-000069 | CEO total compensation as printed in Mineralys Therapeutics, Inc.'s own proxy. As printed: 5,544,727. Filing ↗machine: r2 · c48 · span 235758–235767 |
| 17 | Anavex Life Sciences Corp., Section 10b CEO total | DEF 14A | 2026-08-11 | 0001731122-26-001038 | CEO total compensation as printed in Anavex Life Sciences Corp.'s own proxy. As printed: 3,959,085. Filing ↗machine: r1 · c23 · span 248698–248707 |
| 18 | Fulcrum Therapeutics, Inc., Section 10b CEO total | DEF 14A | 2026-04-30 | 0001193125-26-197196 | CEO total compensation as printed in Fulcrum Therapeutics, Inc.'s own proxy. As printed: 3,251,490. Filing ↗machine: r2 · c25 · span 336588–336597 |
| 19 | DiaMedica Therapeutics (subject), Section 10b CEO total | DEF 14A | 2026-04-01 | 0001437749-26-010879 | CEO total compensation as printed in DiaMedica Therapeutics's own proxy. As printed: 2,727,350. Filing ↗machine: r1 · c20 · span 666170–666179 |
| 20 | Inozyme Pharma, Inc., Section 10b CEO total | DEF 14A | 2025-04-29 | 0000950170-25-060198 | CEO total compensation as printed in Inozyme Pharma, Inc.'s own proxy. As printed: 2,485,392. Filing ↗machine: span 345346–345355 |
| 21 | Gossamer Bio, Inc., Section 10b CEO total | DEF 14A | 2026-04-24 | 0001728117-26-000027 | CEO total compensation as printed in Gossamer Bio, Inc.'s own proxy. As printed: 2,300,455. Filing ↗machine: r2 · c48 · span 378559–378568 |
| 22 | Alto Neuroscience, Inc., Section 10b CEO total | DEF 14A | 2026-03-26 | 0001104659-26-035180 | CEO total compensation as printed in Alto Neuroscience, Inc.'s own proxy. As printed: 2,188,487. Filing ↗machine: r1 · c47 · span 533298–533307 |
| 23 | Lineage Cell Therapeutics, Inc., Section 10b CEO total | DEF 14A | 2026-04-29 | 0001193125-26-191556 | CEO total compensation as printed in Lineage Cell Therapeutics, Inc.'s own proxy. As printed: 2,111,170. Filing ↗machine: span 377951–377960 |
| 24 | Acumen Pharmaceuticals, Inc., Section 10b CEO total | DEF 14A | 2026-04-23 | 0001628280-26-026870 | CEO total compensation as printed in Acumen Pharmaceuticals, Inc.'s own proxy. As printed: 1,863,567. Filing ↗machine: r2 · c48 · span 390272–390281 |
| 25 | Galectin Therapeutics Inc., Section 10b CEO total | DEF 14A | 2025-10-22 | 0001140361-25-038875 | CEO total compensation as printed in Galectin Therapeutics Inc.'s own proxy. As printed: 1,189,674. Filing ↗ |
| 26 | Ovid Therapeutics Inc, Section 10b CEO total | DEF 14A | 2026-04-27 | 0001628280-26-027621 | CEO total compensation as printed in Ovid Therapeutics Inc's own proxy. As printed: 1,022,272. Filing ↗machine: r4 · c42 · span 259572–259581 |
| 27 | Section 10a, Gossamer Bio, Inc. reciprocity | DEF 14A | — | 0001728117-26-000027 | Gossamer Bio, Inc.'s most recent proxy was read; its disclosed peer group does not include DiaMedica Therapeutics. Filing ↗ |
| 28 | Section 10a, Lineage Cell Therapeutics, Inc. reciprocity | DEF 14A | — | 0001193125-26-191556 | Lineage Cell Therapeutics, Inc.'s most recent proxy was read; its disclosed peer group does not include DiaMedica Therapeutics. Filing ↗ |