CEO Warner Biddle was paid $1,814,980 in fiscal year 2025, ↓ down 87.9% from fiscal year 2024 (SEC filing 0001193125-26-152835 ↗): 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.
$2,085,173 Naji Gehchan total, FY2025 Chief Medical and Development Officer — highest-paid officer; CEO Warner Biddle: $1,814,980 | — CEO (Warner Biddle) pay percentile vs peers | — CEO-to-median pay ratio | — Say-on-pay support, latest vote |
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KYTX's next annual pay disclosure, estimated April 12, 2027.est. Filing ↗
| 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.
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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.
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 |
|---|---|---|
| Marc Grasso | CFO | $1,663,536 |
| Naji Gehchan | Executive | $2,085,173 |
| Warner Biddle | CEO | $1,814,980 |
One page per director: the seat, the committees and the fee table, read for one person at a time.
| Director | Role | FY2025 total |
|---|---|---|
| Beth Seidenberg, M.D | Independent Director | $242,452 |
| Christi Shaw | Chair of the Board | $319,892 |
| Daniel K. Spiegelman | Independent Director | $234,952 |
| Fred E. Cohen, M.D., D.Phil | Independent Director | $237,452 |
| Ian Clark | Independent Director | $259,952 |
| Mert Aktar | Independent Director | $232,452 |
| Steve Liapis, Ph.D | Former director (through FY2025) | — |
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 |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-27 | — | — | — | — | — |
| 2025 | 2025-05-29 | — | — | — | — | — |
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 | 2026-05-27 | —a |
| 2025 | 2025-05-29 | —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 |
|---|---|---|---|---|---|---|
| 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 Liapis, Ph.DIndependent · Departed during FY | 0 | 0 | 0 | — | 0 | 0 |
| Warner BiddleEmployee director | — | — | — | — | — | 0 |
| Andrew Miller, Ph.DIndependent · Science and Technology · Audit · Newly elected | — | — | — | — | — | — |
| Sravan EmanyIndependent · Nominating and Corporate Governance · Audit (Chair) · 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.
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, 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 ↗machine: span 461623–461832 |
| 5 | Section 08, Ian Clark | DEF 14A | 2026-04-13 | 0001193125-26-152835 | Section “Director Compensation”. As printed: 259,952. Filing ↗machine: span 430343–430552 |
| 6 | Section 08, Beth Seidenberg, M.D | DEF 14A | 2026-04-13 | 0001193125-26-152835 | Section “Director Compensation”. As printed: 242,452. Filing ↗machine: span 453797–454006 |
| 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 ↗machine: span 438111–438320 |
| 8 | Section 08, Daniel K. Spiegelman | DEF 14A | 2026-04-13 | 0001193125-26-152835 | Section “Director Compensation”. As printed: 234,952. Filing ↗machine: span 469547–469756 |
| 9 | Section 08, Mert Aktar | DEF 14A | 2026-04-13 | 0001193125-26-152835 | Section “Director Compensation”. As printed: 232,452. Filing ↗machine: span 422594–422803 |
| 10 | Section 08, Steve Liapis, Ph.D | 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, Andrew Miller, Ph.D | DEF 14A | 2026-04-13 | 0001193125-26-152835 | Section “Director Compensation”. As printed: —. Filing ↗ |
| 13 | Section 08, Sravan Emany | DEF 14A | 2026-04-13 | 0001193125-26-152835 | Section “Director Compensation”. As printed: —. Filing ↗ |
| 14 | Section 06, 2026 vote | Form 8-K | 2026-06-02 | 0001193125-26-253604 | Item 5.07 · say-on-pay result. As reported: —. Filing ↗ |
| 15 | Section 06, 2025 vote | Form 8-K | 2025-06-03 | 0000950170-25-080896 | Item 5.07 · say-on-pay result. As reported: —. Filing ↗ |
| 16 | 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) |
| 17 | Section 09b board cost (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 |
| 18 | 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 |