Fiscal year 2023 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 MRNS 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 MRNS 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 |
|---|---|---|---|---|---|---|---|---|
| Scott Braunstein | $650,000 | $351,000 | $475,200 | $1,728,000 | — | — | $9,900 | $3,214,100 |
| President, Chief Executive Officer and Director | ||||||||
| Steven Pfanstiel | 470,000 | 190,350 | 167,092 | 607,608 | — | — | 9,900 | 1,444,950 |
| Chief Operating Officer, Chief Financial Officer and Treasurer | ||||||||
| Joseph Hulihan | 482,040 | 173,534 | 152,349 | 554,006 | — | — | 9,900 | 1,371,829 |
| Chief Medical 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 | FY2023 total | FY2022 total | FY2021 total | Δ FY2022→2023 |
|---|---|---|---|---|
| Scott Braunstein | $3,214,100 | — | — | — |
| Steven Pfanstiel | 1,444,950 | — | — | — |
| Joseph Hulihan | 1,371,829 | — | — | — |
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 |
|---|---|---|---|---|
| Joseph Hulihan | RSU | 25,648 | — | $278,794 |
| Scott Braunstein | RSU | 80,000 | — | 869,600 |
| Scott Braunstein | RSU | 28,601 | — | 310,893 |
| Steven Pfanstiel | RSU | 28,130 | — | 305,773 |
| Joseph Hulihan | RSU | 11,434 | — | 124,288 |
| Steven Pfanstiel | RSU | 11,034 | — | 119,940 |
| Scott Braunstein | RSU | 9,653 | — | 104,928 |
| Scott Braunstein | Option | 75,064 | 10.4 | — |
| Joseph Hulihan | RSU | 3,859 | — | 41,947 |
| Steven Pfanstiel | RSU | 3,724 | — | 40,480 |
| Scott Braunstein | Option | 250,000 | 5.94 | — |
| Steven Pfanstiel | Option | 73,320 | 13.99 | — |
| Steven Pfanstiel | Option | 28,957 | 10.4 | — |
| Steven Pfanstiel | Option | 87,898 | 5.94 | — |
| Joseph Hulihan | Option | 30,007 | 10.4 | — |
| Joseph Hulihan | Option | 80,152 | 5.94 | — |
We have a 'pay-for-performance' executive compensation philosophy, which forms the basis for our executive compensation decisions. Our business depends on our ability to hire and retain executives with the talent to grow our business in a competitive environment.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2024 | 2024-05-22 | 34,529,488 | 9,940,832 | 165,528 | 77.65% | Passed |
| 2023 | 2023-05-24 | 19,920,207 | 14,154,048 | 56,794 | 58.46% | Passed |
| 2022 | 2022-05-25 | 26,273,144 | 184,858 | 8,774 | 99.3% | Passed |
| 2021 | 2021-05-26 | 17,644,671 | 5,675,192 | 38,525 | 75.66% | Passed |
| 2020 | 2020-05-27 | 46,922,265 | 203,661 | 62,769 | 99.57% | 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 |
|---|---|---|
| 2024 | 2024-05-22 | 77.65%a |
| 2023 | 2023-05-24 | 58.46%b |
| 2022 | 2022-05-25 | 99.3%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 |
|---|---|---|---|---|---|---|
| Christine SilversteinIndependent · Audit · Compensation · Nominating/Governance · Science & Technology · Newly elected | $51,250,000 | — | — | — | — | $11,000 |
| Saraswathy V. NochurIndependent | 57,219,000 | — | — | — | — | 9,000 |
| Tim M. MaylebenIndependent · Audit · Nominating/Governance · Compensation · Science & Technology | 105,000,000 | — | — | — | — | 8,000 |
| Marvin H. Johnson JrIndependent · Lead Independent Director · Compensation Committee · Commercial Committee · Audit · Nominating/Governance · Science & Technology · Newly elected | 37,188,000 | — | — | — | — | 7,000 |
| Seth H.Z. FischerIndependent · Audit · Compensation · Nominating/Governance · Science & Technology | 62,500,000 | — | — | — | — | 6,000 |
| Elan EzicksonIndependent · Audit · Nominating and Governance · Compensation · Science & Technology | 65,000,000 | — | — | — | — | 5,000 |
| Charles AustinIndependent · Science and Technology Committee (Chair) · Nominating and Governance Committee · Audit · Compensation | 60,000,000 | — | — | — | — | 4,000 |
| Scott Braunstein, M.DEmployee director · Board Chair | — | — | — | — | — | 0 |
| Saraswathy V. Nochur, Ph.DIndependent · Audit · Compensation · Nominating/Governance · Science & Technology · Newly elected | — | — | — | — | — | — |
| Annual cash retainer | $45,000 |
|---|---|
| Annual equity retainer | $97,524 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 5,000 / 7,500 / 5,000 |
| Stock ownership guideline | — |
| Component | FY2023 |
|---|---|
| Cash retainers and fees | $438,157,000 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $0 |
| Total cost of the board | $438,157,000 |
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.
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 | Marinus Pharmaceuticals | 2023 | Scott Braunstein | $650,000 | $475,200 | $1,728,000 | — | $3,214,100 |
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, Scott Braunstein | DEF 14A | 2024-04-04 | 0001558370-24-004691 | Section “Executive Compensation”. As printed: 3,214,100. Filing ↗ |
| 2 | Section 01, Steven Pfanstiel | DEF 14A | 2024-04-04 | 0001558370-24-004691 | Section “Executive Compensation”. As printed: 1,444,950. Filing ↗ |
| 3 | Section 01, Joseph Hulihan | DEF 14A | 2024-04-04 | 0001558370-24-004691 | Section “Executive Compensation”. As printed: 1,371,829. Filing ↗ |
| 4 | Section 08, Christine Silverstein | DEF 14A | 2024-04-04 | 0001558370-24-004691 | Section “Director Compensation”. As printed: 11,000. Filing ↗machine: span 9966–9968 |
| 5 | Section 08, Saraswathy V. Nochur | DEF 14A | 2024-04-04 | 0001558370-24-004691 | Section “Director Compensation”. As printed: 9,000. Filing ↗ |
| 6 | Section 08, Tim M. Mayleben | DEF 14A | 2024-04-04 | 0001558370-24-004691 | Section “Director Compensation”. As printed: 8,000. Filing ↗ |
| 7 | Section 08, Marvin H. Johnson Jr | DEF 14A | 2024-04-04 | 0001558370-24-004691 | Section “Director Compensation”. As printed: 7,000. Filing ↗ |
| 8 | Section 08, Seth H.Z. Fischer | DEF 14A | 2024-04-04 | 0001558370-24-004691 | Section “Director Compensation”. As printed: 6,000. Filing ↗ |
| 9 | Section 08, Elan Ezickson | DEF 14A | 2024-04-04 | 0001558370-24-004691 | Section “Director Compensation”. As printed: 5,000. Filing ↗ |
| 10 | Section 08, Charles Austin | DEF 14A | 2024-04-04 | 0001558370-24-004691 | Section “Director Compensation”. As printed: 4,000. Filing ↗ |
| 11 | Section 08, Scott Braunstein, M.D | DEF 14A | 2024-04-04 | 0001558370-24-004691 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 12 | Section 08, Saraswathy V. Nochur, Ph.D | DEF 14A | 2024-04-04 | 0001558370-24-004691 | Section “Director Compensation”. As printed: —. Filing ↗ |
| 13 | Section 06, 2024 vote | Form 8-K | 2024-05-24 | 0001104659-24-064904 | Item 5.07 · say-on-pay result. As reported: 77.65% (votes for as printed: 34,529,488). Filing ↗ |
| 14 | Section 06, 2023 vote | Form 8-K | 2023-05-30 | 0001558370-23-010572 | Item 5.07 · say-on-pay result. As reported: 58.46% (votes for as printed: 19,920,207). Filing ↗ |
| 15 | Section 06, 2022 vote | Form 8-K | 2022-05-26 | 0001558370-22-009360 | Item 5.07 · say-on-pay result. As reported: 99.3% (votes for as printed: 26,273,144). Filing ↗ |
| 16 | Section 09b board cost (computed) | Computed | — | computed | Cash 438,157,000 + equity 0 + all other 0 = 438,157,000, summed across the director compensation table rows.machine: formula: Σ = 438,157,000 |
| 17 | Marinus Pharmaceuticals (subject), Section 10b CEO total | DEF 14A | 2024-04-04 | 0001558370-24-004691 | CEO total compensation as printed in Marinus Pharmaceuticals's own proxy. As printed: 3,214,100. Filing ↗ |