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.
Each company listed discloses KYTX 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 KYTX in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Naji Gehchan | $481,667 | $250,000 | $0 | $1,110,100 | $238,406 | $0 | $5,000 | $2,085,173 |
| Chief Medical and Development Officer | ||||||||
| Warner Biddle | 625,000 | 0 | 0 | 543,804 | 468,750 | 0 | 177,426 | 1,814,980 |
| Chief Executive Officer | ||||||||
| Marc Grasso | 256,961 | 100,000 | 0 | 1,100,025 | 204,000 | 0 | 2,550 | 1,663,536 |
| 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 |
|---|---|---|---|---|
| Naji Gehchan | $2,085,173 | — | — | — |
| Warner Biddle | 1,814,980 | 14,992,897 | — | −13,177,917 |
| Marc Grasso | 1,663,536 | — | — | — |
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 |
|---|---|---|---|---|
| Warner Biddle | Option | 1,773,242 | 6.89 | — |
| Warner Biddle | Option | 332,500 | 2.06 | — |
| Naji Gehchan | Option | 425,000 | 3.29 | — |
| Marc Grasso | Option | 450,000 | 3.07 | — |
We seek to ensure the total compensation paid to our executive officers is reasonable and competitive. Compensation of our executives is structured around the achievement of individual performance and near-term corporate targets as well as long-term business objectives.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Aon plc |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Christi ShawIndependent · Board Chair · Nominating and Corporate Governance | $55,000 | $43,747 | $131,205 | — | $89,940 | $319,892 |
| Ian ClarkIndependent · Compensation · Nominating and Corporate Governance | 85,000 | 43,747 | 131,205 | — | 0 | 259,952 |
| Beth Seidenberg, M.DIndependent · Compensation (Chair) · Science and Technology | 67,500 | 43,747 | 131,205 | — | 0 | 242,452 |
| Fred E. Cohen, M.D., D.PhilIndependent · Nominating and Corporate Governance · Science and Technology | 62,500 | 43,747 | 131,205 | — | 0 | 237,452 |
| Daniel K. SpiegelmanIndependent · Audit | 60,000 | 43,747 | 131,205 | — | 0 | 234,952 |
| Mert AktarIndependent · Science and Technology · Audit | 57,500 | 43,747 | 131,205 | — | 0 | 232,452 |
| Steve LiapisIndependent | 0 | 0 | 0 | — | 0 | 0 |
| Warner BiddleEmployee director | — | — | — | — | — | 0 |
| Steve Liapis, Ph.DIndependent · Departed during FY | 0 | 0 | 0 | — | 0 | 0 |
| Sravan EmanyIndependent · Nominating and Corporate Governance · Audit (Chair) · Newly elected | — | — | — | — | — | — |
| Andrew Miller, Ph.DIndependent · Science and Technology · Audit · Newly elected | — | — | — | — | — | — |
| Annual cash retainer | $40,000 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 20,000 / 15,000 / 10,000 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $387,500 |
| Equity awards (grant-date value) | $262,482 |
| All other compensation | $89,940 |
| Total cost of the board | $739,922 |
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 | Kyverna Therapeutics | 2025 | Warner Biddle | $625,000 | $0 | $543,804 | $468,750 | $1,814,980 |
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.
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, Naji Gehchan | DEF 14A | 2026-04-13 | 0001193125-26-152835 | Section “Executive Compensation”. As printed: 2,085,173. Filing ↗machine: span 586917–586926 |
| 2 | Section 01, Warner Biddle | DEF 14A | 2026-04-13 | 0001193125-26-152835 | Section “Executive Compensation”. As printed: 1,814,980. Filing ↗machine: r2 · c26 · span 547940–547949 |
| 3 | Section 01, Marc Grasso | DEF 14A | 2026-04-13 | 0001193125-26-152835 | Section “Executive Compensation”. As printed: 1,663,536. Filing ↗machine: span 568587–568596 |
| 4 | Section 08, Christi Shaw | DEF 14A | 2026-04-13 | 0001193125-26-152835 | Section “Director Compensation”. As printed: 319,892. Filing ↗ |
| 5 | Section 08, Ian Clark | DEF 14A | 2026-04-13 | 0001193125-26-152835 | Section “Director Compensation”. As printed: 259,952. Filing ↗ |
| 6 | Section 08, Beth Seidenberg, M.D | DEF 14A | 2026-04-13 | 0001193125-26-152835 | Section “Director Compensation”. As printed: 242,452. Filing ↗ |
| 7 | Section 08, Fred E. Cohen, M.D., D.Phil | DEF 14A | 2026-04-13 | 0001193125-26-152835 | Section “Director Compensation”. As printed: 237,452. Filing ↗ |
| 8 | Section 08, Daniel K. Spiegelman | DEF 14A | 2026-04-13 | 0001193125-26-152835 | Section “Director Compensation”. As printed: 234,952. Filing ↗ |
| 9 | Section 08, Mert Aktar | DEF 14A | 2026-04-13 | 0001193125-26-152835 | Section “Director Compensation”. As printed: 232,452. Filing ↗ |
| 10 | Section 08, Steve Liapis | DEF 14A | 2026-04-13 | 0001193125-26-152835 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 11 | Section 08, Warner Biddle | DEF 14A | 2026-04-13 | 0001193125-26-152835 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 12 | Section 08, Steve Liapis, Ph.D | DEF 14A | 2026-04-13 | 0001193125-26-152835 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 13 | Section 08, Sravan Emany | DEF 14A | 2026-04-13 | 0001193125-26-152835 | Section “Director Compensation”. As printed: —. Filing ↗ |
| 14 | Section 08, Andrew Miller, Ph.D | DEF 14A | 2026-04-13 | 0001193125-26-152835 | Section “Director Compensation”. As printed: —. Filing ↗ |
| 15 | 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) |
| 16 | Section 09b board cost (computed) | Computed | — | computed | Cash 387,500 + equity 262,482 + all other 89,940 = 739,922, summed across the director compensation table rows.machine: formula: Σ = 739,922 |
| 17 | Kyverna Therapeutics (subject), Section 10b CEO total | DEF 14A | 2026-04-13 | 0001193125-26-152835 | CEO total compensation as printed in Kyverna Therapeutics's own proxy. As printed: 1,814,980. Filing ↗machine: r2 · c26 · span 547940–547949 |