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 |
|---|---|---|---|---|---|---|---|---|
| Lawrence Klein | $624,000 | $0 | $0 | $2,275,390 | $446,160 | $0 | $10,500 | $3,356,050 |
| Chief Executive Officer | ||||||||
| Joana Goncalves | 474,000 | 0 | 0 | 1,607,613 | 246,480 | 0 | 10,500 | 2,338,593 |
| Chief Medical Officer | ||||||||
| Paul Quinlan | 474,000 | 0 | 0 | 1,607,613 | 246,480 | 0 | 10,500 | 2,338,593 |
| General Counsel and Corporate Secretary | ||||||||
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 |
|---|---|---|---|---|
| Lawrence Klein | $3,356,050 | — | — | — |
| Joana Goncalves | 2,338,593 | — | — | — |
| Paul Quinlan | 2,338,593 | — | — | — |
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 |
|---|---|---|---|---|
| Lawrence Klein | Option | 949,966 | 7.8 | — |
| Lawrence Klein | RSU | 461,683 | — | 13,993,612 |
| Lawrence Klein | Option | 177,292 | 12.5 | — |
| Joana Goncalves | Option | 133,329 | 6.84 | — |
| Joana Goncalves | Option | 116,662 | 7.8 | — |
| Joana Goncalves | Option | 125,260 | 12.5 | — |
| Paul Quinlan | Option | 133,329 | 6.84 | — |
| Paul Quinlan | Option | 58,331 | 7.8 | — |
| Paul Quinlan | Option | 125,260 | 12.5 | — |
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Alpine Rewards LLC |
| Clawback policy | true |
| Anti-hedging | — |
| Anti-pledging | — |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-06-02 | 43,033,967 | 875,114 | 73,091 | 98.01% | Passed |
| 2025 | 2025-06-02 | 25,824,834 | 88,740 | 136,631 | 99.66% | Passed |
| 2022 | 2022-12-15 | 5,301,245 | 456,787 | 59,755 | 92.07% | Passed |
| 2021 | 2021-07-08 | 1,395,198 | 750,488 | 108,445 | 65.02% | Passed |
| 2020 | 2020-12-10 | 1,403,331 | 362,698 | 59,731 | 79.46% | Passed |
| 2016 | 2016-06-09 | 5,353,633 | 62,999 | 22,882 | 98.84% | 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 |
|---|---|---|
| 2026 | 2026-06-02 | 98.01%a |
| 2025 | 2025-06-02 | 99.66%b |
| 2022 | 2022-12-15 | 92.07%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 |
|---|---|---|---|---|---|---|
| Chris MartinIndependent · Audit · Compensation · Newly elected | $3,423 | — | $800,527 | — | — | $803,950 |
| Samarth KulkarniIndependent · Board Chair · Compensation · Nominating and Corporate Governance · Nominating | 81,000 | — | 153,067 | — | — | 234,067 |
| Kristine BallIndependent · Audit (Chair) · Nominating and Corporate Governance · Compensation | 60,000 | — | 153,067 | — | — | 213,067 |
| Cameron TurtleIndependent · Audit · Compensation · Departed during FY | 56,240 | — | 153,067 | — | — | 209,307 |
| Peter HarwinIndependent · Compensation · Nominating and Corporate Governance (Chair) · Nominating | 56,000 | — | 153,067 | — | — | 209,067 |
| Carl DambkowskiIndependent · Audit | 47,500 | — | 153,067 | — | — | 200,567 |
| Lawrence KleinEmployee director | — | — | — | — | — | 0 |
| Annual cash retainer | $40,000 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 15,000 / 12,000 / 10,000 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $304,163 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $0 |
| Total cost of the board | $304,163 |
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.
Of the companies Oruka Therapeutics names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including Oruka Therapeutics.
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 | Janux Therapeutics | 2025 | David Campbell | $680,000 | $0 | $12,459,031 | $367,200 | $13,506,231 |
| 2 | CARGO Therapeutics | 2024 | Gina Chapman | 630,800 | 0 | 8,155,520 | 363,800 | 9,300,120 |
| 3 | Kymera Therapeutics | 2025 | Nello Mainolfi | 693,000 | 0 | 7,318,859 | 519,750 | 8,545,609 |
| 4 | Astria Therapeutics | 2024 | Jill Milne | 637,868 | 0 | 5,637,078 | 318,934 | 6,604,416 |
| 5 | Celldex Therapeutics | 2025 | Anthony Marucci | 785,804 | 0 | 4,027,590 | 0 | 5,366,709 |
| 6 | Entrada Therapeutics | 2025 | Dipal Doshi | 635,000 | 1,387,428 | 1,452,059 | 349,250 | 3,837,737 |
| 7 | Oruka Therapeutics | 2025 | Lawrence Klein | 624,000 | 0 | 2,275,390 | 446,160 | 3,356,050 |
| 8 | Longboard Pharmaceuticals | 2023 | Kevin Lind | 610,000 | 0 | 986,934 | 442,860 | 2,053,804 |
| — | Lexeo Therapeutics | — | — | — | — | — | — | not in coverage universe |
| — | Kyverna Therapeutics | — | — | — | — | — | — | not in coverage universe |
| — | Contineum Therapeutics | — | — | — | — | — | — | not in coverage universe |
| — | Apogee Therapeutics | — | — | — | — | — | — | not in coverage universe |
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.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Oruka Therapeutics | not disclosed | not disclosed | not disclosed | Alpine Rewards LLC |
| Apogee Therapeutics | not disclosed | not disclosed | not disclosed | not disclosed |
| Astria Therapeutics | not disclosed | Options 100 | not disclosed | Aon |
| CARGO Therapeutics | not disclosed | Options 100 | not disclosed | Alpine Rewards, LLC |
| Celldex Therapeutics | 100% | Options 100 | not disclosed | Aon (Human Capital Solutions practice, a division of Aon plc) |
| Contineum Therapeutics | not disclosed | not disclosed | not disclosed | not disclosed |
| Entrada Therapeutics | not disclosed | not disclosed | No | Pay Governance |
| Janux Therapeutics | 90% | not disclosed | not disclosed | FW Cook |
| Kymera Therapeutics | 125% | not disclosed | No | Alpine Rewards |
| Kyverna Therapeutics | not disclosed | not disclosed | not disclosed | not disclosed |
| Lexeo Therapeutics | not disclosed | not disclosed | not disclosed | not disclosed |
| Longboard Pharmaceuticals | not disclosed | not disclosed | not disclosed | not disclosed |
Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.
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, Lawrence Klein | DEF 14A | 2026-04-17 | 0001213900-26-045159 | Section “Executive Compensation”. As printed: 3,356,050. Filing ↗machine: r1 · c12 · span 534154–534163 |
| 2 | Section 01, Joana Goncalves | DEF 14A | 2026-04-17 | 0001213900-26-045159 | Section “Executive Compensation”. As printed: 2,338,593. Filing ↗machine: r4 · c12 · span 554391–554400 |
| 3 | Section 01, Paul Quinlan | DEF 14A | 2026-04-17 | 0001213900-26-045159 | Section “Executive Compensation”. As printed: 2,338,593. Filing ↗machine: r7 · c12 · span 574643–574652 |
| 4 | Section 08, Chris Martin | DEF 14A | 2026-04-17 | 0001213900-26-045159 | Section “Director Compensation”. As printed: 803,950. Filing ↗ |
| 5 | Section 08, Samarth Kulkarni | DEF 14A | 2026-04-17 | 0001213900-26-045159 | Section “Director Compensation”. As printed: 234,067. Filing ↗ |
| 6 | Section 08, Kristine Ball | DEF 14A | 2026-04-17 | 0001213900-26-045159 | Section “Director Compensation”. As printed: 213,067. Filing ↗ |
| 7 | Section 08, Cameron Turtle | DEF 14A | 2026-04-17 | 0001213900-26-045159 | Section “Director Compensation”. As printed: 209,307. Filing ↗ |
| 8 | Section 08, Peter Harwin | DEF 14A | 2026-04-17 | 0001213900-26-045159 | Section “Director Compensation”. As printed: 209,067. Filing ↗ |
| 9 | Section 08, Carl Dambkowski | DEF 14A | 2026-04-17 | 0001213900-26-045159 | Section “Director Compensation”. As printed: 200,567. Filing ↗ |
| 10 | Section 08, Lawrence Klein | DEF 14A | 2026-04-17 | 0001213900-26-045159 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 11 | Section 06, 2026 vote | Form 8-K | 2026-06-04 | 0001213900-26-065294 | Item 5.07 · say-on-pay result. As reported: 98.01% (votes for as printed: 43,033,967). Filing ↗ |
| 12 | Section 06, 2025 vote | Form 8-K | 2025-06-03 | 0001213900-25-050756 | Item 5.07 · say-on-pay result. As reported: 99.66% (votes for as printed: 25,824,834). Filing ↗ |
| 13 | Section 06, 2022 vote | Form 8-K | 2022-12-19 | 0000950170-22-026739 | Item 5.07 · say-on-pay result. As reported: 92.07% (votes for as printed: 5,301,245). Filing ↗ |
| 14 | Section 09b board cost (computed) | Computed | — | computed | Cash 304,163 + equity 0 + all other 0 = 304,163, summed across the director compensation table rows.machine: formula: Σ = 304,163 |
| 15 | Janux Therapeutics, Section 10b CEO total | DEF 14A | 2026-04-28 | 0001193125-26-187095 | CEO total compensation as printed in Janux Therapeutics's own proxy. As printed: 13,506,231. Filing ↗machine: r2 · c22 · span 571399–571409 |
| 16 | CARGO Therapeutics, Section 10b CEO total | DEF 14A | 2025-04-29 | 0001193125-25-103786 | CEO total compensation as printed in CARGO Therapeutics's own proxy. As printed: 9,300,120. Filing ↗machine: r2 · c31 · span 289578–289587 |
| 17 | Kymera Therapeutics, Section 10b CEO total | DEF 14A | 2026-04-29 | 0001193125-26-191495 | CEO total compensation as printed in Kymera Therapeutics's own proxy. As printed: 8,545,609. Filing ↗machine: r2 · c14 · span 676137–676146 |
| 18 | Astria Therapeutics, Section 10b CEO total | DEF 14A | 2025-04-28 | 0001104659-25-040180 | CEO total compensation as printed in Astria Therapeutics's own proxy. As printed: 6,604,416. Filing ↗machine: r1 · c35 · span 327451–327460 |
| 19 | Celldex Therapeutics, Section 10b CEO total | DEF 14A | 2026-04-29 | 0001104659-26-050884 | CEO total compensation as printed in Celldex Therapeutics's own proxy. As printed: 5,366,709. Filing ↗machine: r1 · c54 · span 1024857–1024866 |
| 20 | Entrada Therapeutics, Section 10b CEO total | DEF 14A | 2026-04-24 | 0001689375-26-000021 | CEO total compensation as printed in Entrada Therapeutics's own proxy. As printed: 3,837,737. Filing ↗machine: t12 · r2 · c14 · span 336891–336900 |
| 21 | Oruka Therapeutics (subject), Section 10b CEO total | DEF 14A | 2026-04-17 | 0001213900-26-045159 | CEO total compensation as printed in Oruka Therapeutics's own proxy. As printed: 3,356,050. Filing ↗machine: r1 · c12 · span 534154–534163 |
| 22 | Longboard Pharmaceuticals, Section 10b CEO total | DEF 14A | 2024-04-12 | 0000950170-24-044023 | CEO total compensation as printed in Longboard Pharmaceuticals's own proxy. As printed: 2,053,804. Filing ↗machine: r2 · c22 · span 476646–476655 |
| 23 | Section 10a, Celldex Therapeutics reciprocity | DEF 14A | — | 0001104659-26-050884 | Celldex Therapeutics's most recent proxy was read; its disclosed peer group does not include Oruka Therapeutics. Filing ↗ |
| 24 | Section 10a, Astria Therapeutics reciprocity | DEF 14A | — | 0001104659-25-040180 | Astria Therapeutics's most recent proxy was read; its disclosed peer group does not include Oruka Therapeutics. Filing ↗ |
| 25 | Section 10a, Kymera Therapeutics reciprocity | DEF 14A | — | 0001193125-26-191495 | Kymera Therapeutics's most recent proxy was read; its disclosed peer group does not include Oruka Therapeutics. Filing ↗ |
| 26 | Section 10a, Janux Therapeutics reciprocity | DEF 14A | — | 0001193125-26-187095 | Janux Therapeutics's most recent proxy was read; its disclosed peer group does not include Oruka Therapeutics. Filing ↗ |