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 |
|---|---|---|---|---|---|---|---|---|
| J.D. Finley | $575,000 | $0 | $17,736,572 | $47,385 | $431,300 | $0 | $0 | $18,790,257 |
| Chief Executive Officer and Chief Financial Officer | ||||||||
| Mitchell Jones | 440,000 | 0 | 14,813,319 | 29,238 | 264,000 | 0 | 0 | 15,546,557 |
| President and 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 | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| J.D. Finley | $18,790,257 | — | — | — |
| Mitchell Jones | 15,546,557 | — | — | — |
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 |
|---|---|---|---|---|
| J.D. Finley | RSU | 9,179,400 | — | $21,571,590 |
| Mitchell Jones | RSU | 7,665,800 | — | 18,014,630 |
| J.D. Finley | RSU | 40,000 | — | 94,000 |
| J.D. Finley | Option | 1,000 | 8.85 | — |
| Mitchell Jones | RSU | 24,000 | — | 56,400 |
| J.D. Finley | PSU | 1,083 | — | 2,545 |
| J.D. Finley | Option | 1,650 | 24 | — |
| J.D. Finley | Option | 35,250 | 1.13 | — |
| J.D. Finley | Option | 317 | 36 | — |
| Mitchell Jones | Option | 737 | 8.85 | — |
| Mitchell Jones | Option | 21,750 | 1.13 | — |
| Mitchell Jones | Option | 2,917 | 10.35 | — |
Our compensation program for executive officers is designed to encourage our management team to continually achieve our short-term and long-term corporate objectives while effectively managing business risks and challenges. We provide what we believe is a competitive total compensation package to our management team through a combination of base salary, an annual performance-based bonus and long-term equity-based incentives.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | true |
| Anti-hedging | — |
| Anti-pledging | — |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-06-10 | 75,273,044 | 31,773,692 | 1,820,614 | 70.32% | Passed |
| 2023 | 2023-06-08 | 765,257 | 553,499 | 13,352 | 58.03% | Passed |
| 2021 | 2021-11-18 | 4,039,697 | 1,217,484 | 65,559 | 76.84% | Passed |
| 2017 | 2017-06-22 | 1,556,672 | 172,631 | 40,122 | 90.02% | 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 | 2026-06-10 | 70.32%a |
| 2023 | 2023-06-08 | 58.03%b |
| 2021 | 2021-11-18 | 76.84%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.
| 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 | $120,000 |
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 | Palisade BIO | 2025 | J.D. Finley | $575,000 | $17,736,572 | $47,385 | $431,300 | $18,790,257 |
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, J.D. Finley | DEF 14A | 2026-04-29 | 0001493152-26-019629 | Section “Executive Compensation”. As printed: 18,790,257. Filing ↗machine: r1 · c27 · span 558859–558869 |
| 2 | Section 01, Mitchell Jones | DEF 14A | 2026-04-29 | 0001493152-26-019629 | Section “Executive Compensation”. As printed: 15,546,557. Filing ↗machine: r3 · c27 · span 568484–568494 |
| 3 | Section 06, 2026 vote | Form 8-K | 2026-06-11 | 0001493152-26-028322 | Item 5.07 · say-on-pay result. As reported: 70.32% (votes for as printed: 75,273,044). Filing ↗ |
| 4 | Section 06, 2023 vote | Form 8-K | 2023-06-09 | 0001493152-23-020669 | Item 5.07 · say-on-pay result. As reported: 58.03% (votes for as printed: 765,257). Filing ↗ |
| 5 | Section 06, 2021 vote | Form 8-K | 2021-11-23 | 0000950170-21-004851 | Item 5.07 · say-on-pay result. As reported: 76.84% (votes for as printed: 4,039,697.30). Filing ↗ |
| 6 | Palisade BIO (subject), Section 10b CEO total | DEF 14A | 2026-04-29 | 0001493152-26-019629 | CEO total compensation as printed in Palisade BIO's own proxy. As printed: 18,790,257. Filing ↗machine: r1 · c27 · span 558859–558869 |