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 |
|---|---|---|---|---|---|---|---|---|
| Thane Wettig | $665,000 | $0 | $0 | $846,023 | $580,545 | $0 | $22,274 | $2,113,842 |
| Chief Executive Officer and Director | ||||||||
| Christine Chung | 515,000 | 0 | 0 | 0 | 0 | 0 | 666,108 | 1,181,108 |
| former Senior Vice President, China Operations | ||||||||
| David DeLucia | 450,000 | 40,000 | 0 | 341,653 | 209,952 | 0 | 69,393 | 1,110,999 |
| 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 |
|---|---|---|---|---|
| Thane Wettig | $2,113,842 | $2,642,113 | — | −528,271 |
| Christine Chung | 1,181,108 | 1,175,838 | — | +5,270 |
| David DeLucia | 1,110,999 | 686,152 | — | +424,847 |
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 | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| David DeLucia | Option | — | — | — | — | — | $341,654 |
| Thane Wettig | Option | — | — | — | — | — | 846,024 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| David DeLucia | $0 | $0 | $341,654 | 0.0% |
| Thane Wettig | 0 | 0 | 846,024 | 0.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Thane Wettig | Option | 42,250 | 16.27 | — |
| David DeLucia | Option | 205 | 249.75 | — |
| David DeLucia | Option | 1,749 | 30.25 | — |
| Thane Wettig | Option | 187 | 390 | — |
| Thane Wettig | Option | 5,249 | 44.25 | — |
| Thane Wettig | RSU | 3,735 | — | 32,793 |
| Thane Wettig | PSU | 675 | — | 5,926 |
| Thane Wettig | Option | 18,765 | 42.88 | — |
| David DeLucia | Option | 990 | 47.25 | — |
| David DeLucia | Option | 17,062 | 16.27 | — |
The Company's compensation program is designed to ensure a strong tie between corporate performance and executive pay, with a significant portion of compensation 'at risk' based on Company performance and provided in the form of short-term cash and long-term equity incentives to align the interests of executive officers and stockholders. The Compensation Committee seeks to attract and retain capable named executive officers through competitive compensation, responsible equity usage, and pay-for-performance alignment, relying on stock options as the sole form of equity compensation to align management with long-term stock price appreciation.
| CEO STI target (% of salary) | 75% |
|---|---|
| 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 | 2026-06-12 | 1,242,005 | 23,606 | 24,639 | 96.26% | Passed |
| 2025 | 2025-06-04 | 31,091,508 | 8,989,137 | 964,591 | 77.57% | Passed |
| 2024 | 2024-06-05 | 53,461,963 | 1,754,540 | 70,105 | 96.7% | Passed |
| 2023 | 2023-06-07 | 48,733,191 | 21,946,460 | 89,290 | 68.86% | Passed |
| 2022 | 2022-06-16 | 36,094,036 | 31,129,425 | 167,215 | 53.56% | Passed |
| 2021 | 2021-05-26 | 57,352,169 | 5,415,148 | 455,333 | 90.71% | 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 | 2026-06-12 | 96.26%a |
| 2025 | 2025-06-04 | 77.57%b |
| 2024 | 2024-06-05 | 96.7%c |
a. Approved under the standard stated in the filing — “3, votes "For" and "Against" and abstentions will be counted, with abstentions having the same effect as "Against" votes.”.
b. Approved under the standard stated in the filing — “Abstentions will not be counted and will have no effect on the vote for Proposal No.”.
c. Approved under the standard stated in the filing — “3, and No.4, votes "For" and "Against" and abstentions will be counted, with abstentions having the same effect as "Against" votes.”.
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.
| Ratio (CEO : median employee) | — |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| James A. SchoeneckIndependent · Board Chair · Audit · Compensation (Chair) · Nominating/Governance (Chair) | $137,500 | $0 | $36,612 | — | $0 | $174,112 |
| Jeffrey L. EdwardsIndependent · Audit (Chair) · Nominating/Governance | 75,000 | 0 | 36,612 | — | 0 | 111,612 |
| Maykin HoIndependent | 60,000 | 0 | 36,612 | — | 0 | 96,612 |
| Michael KauffmanIndependent · Audit · Compensation · Newly elected | 33,757 | 0 | 57,969 | — | 0 | 91,726 |
| Aoife BrennanIndependent · Departed during FY | 24,643 | 0 | — | — | 0 | 24,643 |
| Thane WettigEmployee director | 0 | 0 | 0 | — | 0 | 0 |
| Annual cash retainer | $50,000 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 20,000 / 10,000 / 10,000 |
| Stock ownership guideline | Due to the Company effecting a reverse stock split in June 2025, we have currently paused the stock ownership guidelines for directors and officers. |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $330,900 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $0 |
| Total cost of the board | $330,900 |
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 Kyntra BIO 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 Kyntra BIO.
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 | Eagle Pharmaceuticals | 2022 | Scott Tarriff | $848,940 | $9,011,197 | $0 | $636,705 | $10,520,577 |
| 2 | RAPT Therapeutics | 2024 | Brian Wong | 630,000 | 0 | 5,927,297 | 416,000 | 6,979,539 |
| 3 | Precision BioSciences | 2025 | Michael Amoroso | 650,875 | 1,025,086 | 0 | 0 | 2,189,467 |
| 4 | Kyntra BIO | 2025 | Thane Wettig | 665,000 | 0 | 846,023 | 580,545 | 2,113,842 |
| 5 | Mersana Therapeutics | 2024 | Michael Huber | 632,500 | 133,635 | 518,044 | 322,575 | 1,613,754 |
| 6 | Chimerix | 2023 | Mike Andriole | 528,473 | 93,135 | 399,282 | 280,500 | 1,312,421 |
| — | SAB Biotherapeutics | — | — | — | — | — | — | not in coverage universe |
| — | Celularity | — | — | — | — | — | — | not in coverage universe |
| — | Actinium Pharmaceuticals | — | — | — | — | — | — | not in coverage universe |
| — | Whitehawk Therapeutics | — | — | — | — | — | — | not in coverage universe |
| — | Werewolf Therapeutics | — | — | — | — | — | — | not in coverage universe |
| — | ALX Oncology Holdings | — | — | — | — | — | — | not in coverage universe |
| — | Bolt Therapeutics | — | — | — | — | — | — | not in coverage universe |
| — | Rallybio | — | — | — | — | — | — | not in coverage universe |
| — | PDS Biotechnology | — | — | — | — | — | — | not in coverage universe |
| — | CytomX Therapeutics | — | — | — | — | — | — | not in coverage universe |
| — | HOOKIPA Pharma | — | — | — | — | — | — | not in coverage universe |
| — | Protara Therapeutics | — | — | — | — | — | — | not in coverage universe |
| — | PMV Pharmaceuticals | — | — | — | — | — | — | 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 |
|---|---|---|---|---|
| Kyntra BIO | not disclosed | Option 100 | not disclosed | Compensia, Inc. |
| Actinium Pharmaceuticals | not disclosed | not disclosed | not disclosed | not disclosed |
| ALX Oncology Holdings | not disclosed | not disclosed | not disclosed | not disclosed |
| Bolt Therapeutics | not disclosed | not disclosed | not disclosed | not disclosed |
| Celularity | not disclosed | not disclosed | not disclosed | not disclosed |
| Chimerix | not disclosed | Options 86 · RSU 14 | not disclosed | Aon plc (Human Capital Solutions practice) |
| CytomX Therapeutics | not disclosed | not disclosed | not disclosed | not disclosed |
| Eagle Pharmaceuticals | 75% | PSU 75 · RSU 25 | Yes — Total Shareholder Return (TSR) relative to S&P 600 Biotech Select Index (rTSR) | Compensia |
| HOOKIPA Pharma | not disclosed | not disclosed | not disclosed | not disclosed |
| Mersana Therapeutics | 85% | Options 75 · RSU 25 | not disclosed | Pearl Meyer & Partners, LLC |
| PDS Biotechnology | not disclosed | not disclosed | not disclosed | not disclosed |
| PMV Pharmaceuticals | not disclosed | not disclosed | not disclosed | not disclosed |
| Precision BioSciences | 115% | RSU 100 | not disclosed | Aon |
| Protara Therapeutics | not disclosed | not disclosed | not disclosed | not disclosed |
| Rallybio | not disclosed | not disclosed | not disclosed | not disclosed |
| RAPT Therapeutics | 120% | Options 100 | not disclosed | Aon plc/Radford |
| SAB Biotherapeutics | not disclosed | not disclosed | not disclosed | not disclosed |
| Werewolf Therapeutics | not disclosed | not disclosed | not disclosed | not disclosed |
| Whitehawk Therapeutics | 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, Thane Wettig | DEF 14A | 2026-04-27 | 0001193125-26-182044 | Section “Named Executive Officer”. As printed: 2,113,842. Filing ↗machine: t13 · r2 · c16 · span 506500–506509 |
| 2 | Section 01, Christine Chung | DEF 14A | 2026-04-27 | 0001193125-26-182044 | Section “Named Executive Officer”. As printed: 1,181,108. Filing ↗machine: t13 · r6 · c16 · span 530469–530478 |
| 3 | Section 01, David DeLucia | DEF 14A | 2026-04-27 | 0001193125-26-182044 | Section “Named Executive Officer”. As printed: 1,110,999. Filing ↗machine: t13 · r4 · c16 · span 518492–518501 |
| 4 | Section 03, David DeLucia Option | DEF 14A | — | — | Section “Executive Compensation” · grants of plan-based awards table. |
| 5 | Section 03, Thane Wettig Option | DEF 14A | — | 0001193125-26-182044 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 6 | Section 07, pay ratio | 10-K | 2026-03-16 | 0001193125-26-108346 | Section “CEO Pay Ratio”. As printed: —. Filing ↗ |
| 7 | Section 08, James A. Schoeneck | DEF 14A | 2026-04-27 | 0001193125-26-182044 | Section “Director Compensation”. As printed: 174,112. Filing ↗machine: t5 · r2 · c6 · span 361244–361252 |
| 8 | Section 08, Jeffrey L. Edwards | DEF 14A | 2026-04-27 | 0001193125-26-182044 | Section “Director Compensation”. As printed: 111,612. Filing ↗machine: t5 · r4 · c6 · span 366249–366257 |
| 9 | Section 08, Maykin Ho | DEF 14A | 2026-04-27 | 0001193125-26-182044 | Section “Director Compensation”. As printed: 96,612. Filing ↗machine: t5 · r6 · c6 · span 371252–371259 |
| 10 | Section 08, Michael Kauffman | DEF 14A | 2026-04-27 | 0001193125-26-182044 | Section “Director Compensation”. As printed: 91,726. Filing ↗machine: t5 · r5 · c6 · span 368757–368764 |
| 11 | Section 08, Aoife Brennan | DEF 14A | 2026-04-27 | 0001193125-26-182044 | Section “Director Compensation”. As printed: 24,643. Filing ↗machine: t5 · r3 · c2 · span 362395–362401 |
| 12 | Section 08, Thane Wettig | DEF 14A | 2026-04-27 | 0001193125-26-182044 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 13 | Section 06, 2026 vote | Form 8-K | 2026-06-16 | 0001193125-26-271449 | Item 5.07 · say-on-pay result. As reported: 96.26% (votes for as printed: The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the 2026 definitive proxy statement filed on April 27, 2026: 1,242,005 shares of Common Stock voted for, 23,606 against, 24,639 abstaining, and 1,444,428 broker non-votes.). Filing ↗ |
| 14 | Section 06, 2025 vote | Form 8-K | 2025-06-09 | 0000950170-25-083676 | Item 5.07 · say-on-pay result. As reported: 77.57% (votes for as printed: The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the 2025 definitive proxy statement filed on April 25, 2025: 31,091,508 shares of Common Stock voted for, 8,989,137 against, 964,591 abstaining, and 26,318,711 broker non-votes.). Filing ↗ |
| 15 | Section 06, 2024 vote | Form 8-K | 2024-06-07 | 0000950170-24-070636 | Item 5.07 · say-on-pay result. As reported: 96.7% (votes for as printed: The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the 2024 definitive proxy statement filed on April 24, 2024: 53,461,963 shares of Common Stock voted for, 1,754,540 against, and 70,105 abstaining.). Filing ↗ |
| 16 | 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) |
| 17 | Section 03b vehicle mix (computed) | Computed | — | computed | RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio |
| 18 | Section 09b board cost (computed) | Computed | — | computed | Cash 330,900 + equity 0 + all other 0 = 330,900, summed across the director compensation table rows.machine: formula: Σ = 330,900 |
| 19 | Eagle Pharmaceuticals, Section 10b CEO total | DEF 14A | 2023-05-01 | 0001104659-23-054338 | CEO total compensation as printed in Eagle Pharmaceuticals's own proxy. As printed: 10,520,577. Filing ↗machine: r1 · c47 · span 689556–689566 |
| 20 | RAPT Therapeutics, Section 10b CEO total | DEF 14A | 2025-04-14 | 0000950170-25-053517 | CEO total compensation as printed in RAPT Therapeutics's own proxy. As printed: 6,979,539. Filing ↗machine: r2 · c23 · span 816852–816861 |
| 21 | Precision BioSciences, Section 10b CEO total | DEF 14A | 2026-04-08 | 0001140361-26-013757 | CEO total compensation as printed in Precision BioSciences's own proxy. As printed: 2,189,467. Filing ↗machine: r2 · c19 · span 829996–830005 |
| 22 | Kyntra BIO (subject), Section 10b CEO total | DEF 14A | 2026-04-27 | 0001193125-26-182044 | CEO total compensation as printed in Kyntra BIO's own proxy. As printed: 2,113,842. Filing ↗machine: t13 · r2 · c16 · span 506500–506509 |
| 23 | Mersana Therapeutics, Section 10b CEO total | DEF 14A | 2025-04-29 | 0001104659-25-040448 | CEO total compensation as printed in Mersana Therapeutics's own proxy. As printed: 1,613,754. Filing ↗machine: t16 · r1 · c41 · span 608188–608197 |
| 24 | Chimerix, Section 10b CEO total | DEF 14A | 2024-04-26 | 0001117480-24-000010 | CEO total compensation as printed in Chimerix's own proxy. As printed: 1,312,421. Filing ↗machine: t16 · r2 · c8 · span 463873–463882 |
| 25 | Section 10a, Mersana Therapeutics reciprocity | DEF 14A | — | 0001104659-25-040448 | Mersana Therapeutics's most recent proxy was read; its disclosed peer group does not include Kyntra BIO. Filing ↗ |
| 26 | Section 10a, Eagle Pharmaceuticals reciprocity | DEF 14A | — | 0001104659-23-054338 | Eagle Pharmaceuticals's most recent proxy was read; its disclosed peer group does not include Kyntra BIO. Filing ↗ |
| 27 | Section 10a, Chimerix reciprocity | DEF 14A | — | 0001117480-24-000010 | Chimerix's most recent proxy was read; its disclosed peer group does not include Kyntra BIO. Filing ↗ |
| 28 | Section 10a, Precision BioSciences reciprocity | DEF 14A | — | 0001140361-26-013757 | Precision BioSciences's most recent proxy was read; its disclosed peer group does not include Kyntra BIO. Filing ↗ |