Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-06-04

Minerva Neurosciences (NERV)

CEO Remy Luthringer was paid $9,354,184 in fiscal year 2025, ↑ up 673.1% from fiscal year 2024 (SEC filing 0001193125-26-171799 ↗): 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.

$9,354,184 ↑
Remy Luthringer total, FY2025
—
CEO pay percentile vs peers
—
CEO-to-median pay ratio
89.48%
Say-on-pay support, latest vote

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Sample answer — “What is the CEO’s total compensation?”
- Remy Luthringer (Chief Executive Officer), FY2025 total compensation $9,354,184 (base salary $675,027) [exec_comp, SEC accession 0001193125-26-171799, filed 2026-04-23]

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01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Remy Luthringer$675,027$482,644$0$8,190,000$0$0$6,513$9,354,184
Chief Executive Officer
Geoffrey Race511,699307,01905,460,000003,3316,282,049
Former President
Frederick Ahlholm467,494168,29801,820,0000013,4192,469,211
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.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
Remy Luthringer$9,354,184$1,209,984$1,835,160↑ +8,144,200
Geoffrey Race6,282,049919,7301,399,041↑ +5,362,319
Frederick Ahlholm2,469,211754,156965,120↑ +1,715,055

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

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Companies that benchmark against NERV
No companies currently name NERV as a compensation peer in their most recent disclosure.

This is the complete answer, not a partial one — the list is never padded.

01b

Executives — the named officers

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.

ExecutiveRoleFY2025 total
Frederick AhlholmCFO$2,469,211
Geoffrey RacePresident$6,282,049
Remy LuthringerCEO$9,354,184
01c

Board of directors

One page per director: the seat, the committees and the fee table, read for one person at a time.

DirectorRoleFY2025 total
Dr. David KupferLead Independent Director$259,500
Dr. Fouzia Laghrissi-ThodeIndependent Director$227,250
Dr. Inderjit KaulIndependent Director$1,354,040
Hans Peter HaslerIndependent Director$235,000
Jan van HeekIndependent Director$233,000
02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
LuthringerPSU88,076—$354,066
Geoffrey RacePSU46,987—188,888
Frederick AhlholmPSU19,843—79,769
Geoffrey RaceOption43,5256.41—
LuthringerOption3,9456.33—
Frederick AhlholmOption500,0003.98—
LuthringerOption11,2503.11—
Frederick AhlholmOption6,5003.11—
LuthringerOption50,2256.41—
LuthringerOption78,7502.12—
LuthringerOption2,250,0003.98—
Geoffrey RaceOption1,5626.33—
Geoffrey RaceOption9,5003.11—
Geoffrey RaceOption71,2502.12—
Geoffrey RaceOption1,500,0003.98—
Frederick AhlholmOption1,4066.33—
Frederick AhlholmOption21,4256.41—
Frederick AhlholmOption35,6252.12—
05

Incentive-plan design — the Compensation Discussion & Analysis

The Company's compensation program is designed to attract and retain talented and experienced executives, whose knowledge, skills and performance are critical to our success, and to motivate these executive officers to achieve our business objectives and lead us in a competitive environment. Compensation is focused on pay-for-performance principles and strongly aligned with stockholders' interests.

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultantRadford
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingtrue
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-06-0327,183,8283,196,67812,78389.48%Passed
20252025-12-223,637,43626,53322,82899.28%Passed
20242024-12-053,631,040101,6144,80897.15%Passed
20232023-09-273,738,85171,46953,72796.76%Passed
20222022-06-1017,384,968890,67143,52795.13%Passed
20212021-06-1128,131,268281,98730,05499.01%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.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-06-0389.48%a
20252025-12-2299.28%b
20242024-12-0597.15%c

a. Voting standard not stated in the filing.

b. Voting standard not stated in the filing.

c. Approved under the standard stated in the filing — “" FOR " votes from the holders of shares representing a majority of the voting power of the shares of common stock of the Company, either present virtually at the meeting or represented by proxy, and entitled to vote on the matter. | Abstentions: No effect”.

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.

08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Dr. Inderjit KaulIndependent · Newly elected$5,000—$1,343,640—$5,400$1,354,040
Dr. David KupferIndependent · Lead Independent Director · Audit · Compensation · Nominating and Corporate Governance (Chair)84,500—175,000—0259,500
Hans Peter HaslerIndependent · Audit · Compensation · Nominating and Corporate Governance60,000—175,000—0235,000
Jan van HeekIndependent · Audit58,000—175,000—0233,000
Dr. Fouzia Laghrissi-ThodeIndependent · Compensation52,250—175,000—0227,250
Dr. Remy LuthringerEmployee director · Board Chair—————0
09

Board fee structure and ownership guideline

Annual cash retainer$40,000
Annual equity retainer—
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)18,000 / 12,250 / 9,500
Stock ownership guideline—
09b

Total cost of the board

ComponentFY2025
Cash retainers and fees$259,750
Equity awards (grant-date value)$0
All other compensation$5,400
Total cost of the board$265,150

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Minerva Neurosciences2025Remy Luthringer$675,027$0$8,190,000$0$9,354,184

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.

10d

Frequently asked questions

Who was the highest-paid executive at Minerva Neurosciences in fiscal 2025?
As disclosed, Remy Luthringer (Chief Executive Officer) was the highest-paid executive at Minerva Neurosciences in fiscal 2025, with total compensation of $9,354,184.
How did shareholders vote on Minerva Neurosciences's executive compensation?
As disclosed, 89.48% of shareholders supported Minerva Neurosciences's executive compensation in the latest say-on-pay vote.
How much does Minerva Neurosciences spend in total on board compensation for fiscal 2025?
As disclosed, Minerva Neurosciences reported total board compensation of $265,150 for fiscal 2025.

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.

11

Source register

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.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Remy LuthringerDEF 14A2026-04-230001193125-26-171799Section “Summary Compensation Table”. As printed: 9,354,184. Filing ↗machine: r3 · c21 · span 308441–308450
2Section 01, Geoffrey RaceDEF 14A2026-04-230001193125-26-171799Section “Summary Compensation Table”. As printed: 6,282,049. Filing ↗machine: r7 · c21 · span 313315–313324
3Section 01, Frederick AhlholmDEF 14A2026-04-230001193125-26-171799Section “Summary Compensation Table”. As printed: 2,469,211. Filing ↗machine: r11 · c21 · span 318122–318131
4Section 08, Dr. Inderjit KaulDEF 14A2026-04-230001193125-26-171799Section “Director Compensation”. As printed: 1,354,040. Filing ↗machine: span 506879–506888
5Section 08, Dr. David KupferDEF 14A2026-04-230001193125-26-171799Section “Director Compensation”. As printed: 259,500. Filing ↗machine: span 502868–502875
6Section 08, Hans Peter HaslerDEF 14A2026-04-230001193125-26-171799Section “Director Compensation”. As printed: 235,000. Filing ↗machine: span 499316–499323
7Section 08, Jan van HeekDEF 14A2026-04-230001193125-26-171799Section “Director Compensation”. As printed: 233,000. Filing ↗machine: span 501100–501107
8Section 08, Dr. Fouzia Laghrissi-ThodeDEF 14A2026-04-230001193125-26-171799Section “Director Compensation”. As printed: 227,250. Filing ↗machine: span 504671–504678
9Section 08, Dr. Remy LuthringerDEF 14A2026-04-230001193125-26-171799Section “Director Compensation”. As printed: 0. Filing ↗
10Section 06, 2026 voteForm 8-K2026-06-040001193125-26-257379Item 5.07 · say-on-pay result. As reported: 89.48% (votes for as printed: 27,183,828). Filing ↗
11Section 06, 2025 voteForm 8-K2025-12-220001193125-25-328715Item 5.07 · say-on-pay result. As reported: 99.28% (votes for as printed: 3,637,436). Filing ↗
12Section 06, 2024 voteForm 8-K2024-12-050001193125-24-271652Item 5.07 · say-on-pay result. As reported: 97.15% (votes for as printed: 3,631,040). Filing ↗
13Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
14Section 09b board cost (computed)Computed——Cash 259,750 + equity 0 + all other 5,400 = 265,150, summed across the director compensation table rows.machine: formula: Σ = 265,150
15Minerva Neurosciences (subject), Section 10b CEO totalDEF 14A2026-04-230001193125-26-171799CEO total compensation as printed in Minerva Neurosciences's own proxy. As printed: 9,354,184. Filing ↗machine: r3 · c21 · span 308441–308450

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