CEO Paul Wagner was paid $7,358,587 in fiscal year 2025, ↑ up 339.5% from fiscal year 2024 (SEC filing 0001193125-26-191515 ↗): 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.
$7,358,587 ↑ Paul Wagner total, FY2025 | — CEO pay percentile vs peers | — CEO-to-median pay ratio | 76.33% Say-on-pay support, latest vote |
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FBRX's next annual pay disclosure, estimated April 28, 2027.est. Filing ↗
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Paul Wagner | $670,051 | $0 | $0 | $5,951,480 | $737,056 | $0 | $0 | $7,358,587 |
| Chairman, President and Chief Executive Officer | ||||||||
| Antony Riley | 452,109 | 0 | 0 | 2,089,487 | 180,844 | 0 | 0 | 2,722,440 |
| 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 |
|---|---|---|---|---|
| Paul Wagner | $7,358,587 | $1,674,458 | $1,450,175 | ↑ +5,684,129 |
| Antony Riley | 2,722,440 | 856,875 | 722,980 | ↑ +1,865,565 |
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 |
|---|---|---|
| Barbara K. Finck, M.D | Director | $786,719 |
| David Gryska | Independent Director | $252,606 |
| Richard Vincent | Independent Director | $271,741 |
| Scott Brun, M.D | Independent Director | $255,019 |
| Shiv Kapoor | Independent Director | $248,039 |
| Stephen K. Doberstein, Ph.D | Independent Director | $250,019 |
| Steven Kornfeld | Independent Director | $288,153 |
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Antony Riley | Option | 7,875 | 17.25 | — |
| Paul Wagner | RSU | 6,250 | — | 525,000 |
| Antony Riley | PSU | 2,976 | — | 294,984 |
| Paul Wagner | PSU | 3,511 | — | 294,924 |
| Antony Riley | RSU | 1,875 | — | 185,852 |
| Paul Wagner | Option | 250 | 43 | — |
| Paul Wagner | Option | 24,750 | 17.25 | — |
| Paul Wagner | Option | 638,889 | 7.54 | — |
| Antony Riley | Option | 224,306 | 7.54 | — |
The compensation committee aims to ensure that the compensation offered to executive officers is competitive and fair by developing an appropriate group of peer companies to determine the appropriate level of overall compensation and assess each separate element of compensation.
| CEO STI target (% of salary) | NaN% |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | FW Cook |
| Clawback policy | Each award under the A&R 2021 Plan will be subject to any clawback policy as may be established and/or amended from time to time to comply with applicable laws. |
| Anti-hedging | Employees, including executive officers, and Board members are prohibited from engaging in transactions that hedge or offset any decrease in the market value of equity securities granted to them or held by them. |
| Anti-pledging | Employees, including executive officers, and Board members are prohibited from pledging any of the Company's securities as collateral for any loans. |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-29 | 12,143,153 | 3,764,729 | 352,089 | 76.33% | Passed |
| 2023 | 2023-09-19 | 9,907,983 | 11,751,111 | 5,835,028 | 45.75% | Failed |
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 | 2026-05-29 | 76.33%a |
| 2023 | 2023-09-19 | 45.75%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 |
|---|---|---|---|---|---|---|
| Barbara K. Finck, M.DNot independent | $0 | $0 | $186,719 | — | $600,000 | $786,719 |
| Steven KornfeldIndependent · Audit · Nominating and Corporate Governance (Chair) · Compensation | 87,614 | 0 | 200,539 | — | 0 | 288,153 |
| Richard VincentIndependent · Audit (Chair) | 71,202 | 0 | 200,539 | — | 0 | 271,741 |
| Scott Brun, M.DIndependent | 54,480 | 0 | 200,539 | — | 0 | 255,019 |
| David GryskaIndependent · Audit | 52,067 | 0 | 200,539 | — | 0 | 252,606 |
| Stephen K. Doberstein, Ph.DIndependent · Compensation | 49,480 | 0 | 200,539 | — | 0 | 250,019 |
| Shiv KapoorIndependent · Compensation | 47,500 | 0 | 200,539 | — | 0 | 248,039 |
| Paul A. Wagner, Ph.DEmployee director · Board Chair | — | — | — | — | — | 0 |
| Annual cash retainer | $42,500 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 20,000 / 14,000 / 10,000 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $362,343 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $600,000 |
| Total cost of the board | $962,343 |
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 | Forte Biosciences | 2025 | Paul Wagner | $670,051 | $0 | $5,951,480 | $737,056 | $7,358,587 |
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, Paul Wagner | DEF 14A | 2026-04-29 | 0001193125-26-191515 | Section “Executive Compensation”. As printed: 7,358,587. Filing ↗machine: r2 · c31 · span 399851–399860 |
| 2 | Section 01, Antony Riley | DEF 14A | 2026-04-29 | 0001193125-26-191515 | Section “Executive Compensation”. As printed: 2,722,440. Filing ↗machine: r5 · c31 · span 405035–405044 |
| 3 | Section 08, Barbara K. Finck, M.D | DEF 14A | 2026-04-29 | 0001193125-26-191515 | Section “Director Compensation”. As printed: 786,719. Filing ↗machine: span 243814–243821 |
| 4 | Section 08, Steven Kornfeld | DEF 14A | 2026-04-29 | 0001193125-26-191515 | Section “Director Compensation”. As printed: 288,153. Filing ↗machine: span 239765–239772 |
| 5 | Section 08, Richard Vincent | DEF 14A | 2026-04-29 | 0001193125-26-191515 | Section “Director Compensation”. As printed: 271,741. Filing ↗machine: span 246500–246507 |
| 6 | Section 08, Scott Brun, M.D | DEF 14A | 2026-04-29 | 0001193125-26-191515 | Section “Director Compensation”. As printed: 255,019. Filing ↗machine: span 241098–241105 |
| 7 | Section 08, David Gryska | DEF 14A | 2026-04-29 | 0001193125-26-191515 | Section “Director Compensation”. As printed: 252,606. Filing ↗machine: span 245168–245175 |
| 8 | Section 08, Stephen K. Doberstein, Ph.D | DEF 14A | 2026-04-29 | 0001193125-26-191515 | Section “Director Compensation”. As printed: 250,019. Filing ↗machine: span 242468–242475 |
| 9 | Section 08, Shiv Kapoor | DEF 14A | 2026-04-29 | 0001193125-26-191515 | Section “Director Compensation”. As printed: 248,039. Filing ↗machine: span 247853–247860 |
| 10 | Section 08, Paul A. Wagner, Ph.D | DEF 14A | 2026-04-29 | 0001193125-26-191515 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 11 | Section 06, 2026 vote | Form 8-K | 2026-06-02 | 0001193125-26-253436 | Item 5.07 · say-on-pay result. As reported: 76.33% (votes for as printed: 12,143,153). Filing ↗ |
| 12 | Section 06, 2023 vote | Form 8-K | 2023-09-20 | 0001193125-23-238588 | Item 5.07 · say-on-pay result. As reported: 45.75% (votes for as printed: 9,907,983). Filing ↗ |
| 13 | 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) |
| 14 | Section 09b board cost (computed) | Computed | — | — | Cash 362,343 + equity 0 + all other 600,000 = 962,343, summed across the director compensation table rows.machine: formula: Σ = 962,343 |
| 15 | Forte Biosciences (subject), Section 10b CEO total | DEF 14A | 2026-04-29 | 0001193125-26-191515 | CEO total compensation as printed in Forte Biosciences's own proxy. As printed: 7,358,587. Filing ↗machine: r2 · c31 · span 399851–399860 |
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