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 |
|---|---|---|---|---|---|---|---|---|
| Brian Carrico | $345,102 | $180,960 | $388,841 | $0 | $0 | $0 | $21,536 | $936,439 |
| President, Chief Executive Officer, and Director | ||||||||
| Timothy Henrichs | 327,336 | 140,551 | 327,922 | 0 | 0 | 0 | 21,536 | 817,345 |
| Chief Financial Officer | ||||||||
| Adrian Miranda | 300,000 | 77,533 | 171,900 | 0 | 0 | 0 | 21,536 | 570,969 |
| Chief Medical Officer, Senior Vice President of Science and Technology | ||||||||
| Thomas Carrico | 300,000 | 77,533 | 166,308 | 0 | 0 | 0 | 23,042 | 566,883 |
| Chief Regulatory Officer, Compliance Officer and Privacy 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 |
|---|---|---|---|---|
| Brian Carrico | $936,439 | — | — | — |
| Timothy Henrichs | 817,345 | — | — | — |
| Adrian Miranda | 570,969 | — | — | — |
| Thomas Carrico | 566,883 | — | — | — |
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 |
|---|---|---|---|---|
| Carrico | RSU | 37,435 | — | $169,955 |
| Carrico | RSU | 100,640 | — | 456,906 |
| Timothy Henrichs | RSU | 174,037 | — | 790,128 |
| Timothy Henrichs | RSU | 67,980 | — | 308,629 |
| Carrico | RSU | 70,019 | — | 317,886 |
| Adrian Miranda | RSU | 40,000 | — | 181,600 |
| Adrian Miranda | RSU | 35,000 | — | 158,900 |
| Carrico | RSU | 35,000 | — | 158,900 |
The purpose of the 2022 Plan is to attract, retain and provide incentives to key management employees and non-employee directors of, and non-employee consultants to, the Company and its affiliates, and to align the interests of such employees, non-employee directors and non-employee consultants with those of the Company's stockholders.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | false |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2024 | 2024-08-15 | 3,609,621 | 26,578 | 5,000 | 99.27% | 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 | 2024-08-15 | 99.27%a |
a. Approved under the standard stated in the filing — “Abstentions and broker non-votes will have no effect on the outcome of the vote on this proposal.”.
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 |
|---|---|---|---|---|---|---|
| Kristin FergeIndependent · Audit (Chair) · Compensation · Nominating/Governance | $65,004 | $50,000 | $0 | $0 | $0 | $115,004 |
| Gilad AharonIndependent · Compensation (Chair) · Newly elected | 60,883 | 50,000 | 0 | 0 | 0 | 110,883 |
| Bradley Mitch WatkinsIndependent · Board Chair · Audit · Compensation · Nominating/Governance | 60,537 | 50,000 | 0 | 0 | 0 | 110,537 |
| Beth KeyserIndependent · Audit · Compensation · Nominating/Governance (Chair) | 60,000 | 50,000 | 0 | 0 | 0 | 110,000 |
| Christopher Robin BrownNot independent | 0 | 0 | 0 | 0 | 0 | 0 |
| Brian CarricoEmployee director | 0 | 0 | 0 | — | 0 | 0 |
| Annual cash retainer | $60,000 |
|---|---|
| Annual equity retainer | $50,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | — |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $246,424 |
| Equity awards (grant-date value) | $200,000 |
| All other compensation | $0 |
| Total cost of the board | $446,424 |
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 | Neuraxis | 2025 | Brian Carrico | $345,102 | $388,841 | $0 | $0 | $936,439 |
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, Brian Carrico | DEF 14A | 2026-04-28 | 0001140361-26-017498 | Section “Summary Compensation Table”. As printed: 936,439. Filing ↗machine: t59 · r2 · c18 · span 238864–238871 |
| 2 | Section 01, Timothy Henrichs | DEF 14A | 2026-04-28 | 0001140361-26-017498 | Section “Summary Compensation Table”. As printed: 817,345. Filing ↗machine: t59 · r5 · c18 · span 249220–249227 |
| 3 | Section 01, Adrian Miranda | DEF 14A | 2026-04-28 | 0001140361-26-017498 | Section “Summary Compensation Table”. As printed: 570,969. Filing ↗machine: t59 · r11 · c18 · span 269645–269652 |
| 4 | Section 01, Thomas Carrico | DEF 14A | 2026-04-28 | 0001140361-26-017498 | Section “Summary Compensation Table”. As printed: 566,883. Filing ↗machine: t59 · r8 · c18 · span 259230–259237 |
| 5 | Section 07, pay ratio | 10-K | 2026-03-19 | 0001493152-26-011505 | Section “CEO Pay Ratio”. As printed: —. Filing ↗ |
| 6 | Section 08, Kristin Ferge | DEF 14A | 2026-04-28 | 0001140361-26-017498 | Section “Director Compensation”. As printed: 115,004. Filing ↗machine: t34 · r6 · c12 · span 173247–173254 |
| 7 | Section 08, Gilad Aharon | DEF 14A | 2026-04-28 | 0001140361-26-017498 | Section “Director Compensation”. As printed: 110,883. Filing ↗machine: t34 · r8 · c12 · span 177674–177681 |
| 8 | Section 08, Bradley Mitch Watkins | DEF 14A | 2026-04-28 | 0001140361-26-017498 | Section “Director Compensation”. As printed: 110,537. Filing ↗machine: t34 · r2 · c12 · span 164431–164438 |
| 9 | Section 08, Beth Keyser | DEF 14A | 2026-04-28 | 0001140361-26-017498 | Section “Director Compensation”. As printed: 110,000. Filing ↗machine: t34 · r4 · c12 · span 168804–168811 |
| 10 | Section 08, Christopher Robin Brown | DEF 14A | 2026-04-28 | 0001140361-26-017498 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 11 | Section 08, Brian Carrico | DEF 14A | 2026-04-28 | 0001140361-26-017498 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 12 | Section 06, 2024 vote | Form 8-K | 2024-08-21 | 0001493152-24-033444 | Item 5.07 · say-on-pay result. As reported: 99.27% (votes for as printed: 3,609,621). Filing ↗ |
| 13 | Section 09b board cost (computed) | Computed | — | computed | Cash 246,424 + equity 200,000 + all other 0 = 446,424, summed across the director compensation table rows.machine: formula: Σ = 446,424 |
| 14 | Neuraxis (subject), Section 10b CEO total | DEF 14A | 2026-04-28 | 0001140361-26-017498 | CEO total compensation as printed in Neuraxis's own proxy. As printed: 936,439. Filing ↗machine: t59 · r2 · c18 · span 238864–238871 |