CEO William Chou was paid $1,486,763 in fiscal year 2025, ↓ down 9.2% from fiscal year 2024, the 40th percentile of its disclosed peer group (SEC filing 0001104659-26-040130 ↗): 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.
$1,486,763 ↓ William Chou total, FY2025 | 40th CEO pay percentile vs peers | — CEO-to-median pay ratio | 97.56% Say-on-pay support, latest vote |
PASG's next annual pay disclosure, estimated April 7, 2027.est. Filing ↗
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| William Chou | $660,985 | — | $234,040 | $239,266 | $334,972 | — | $17,500 | $1,486,763 |
| President, Chief Executive Officer and Director | ||||||||
| Kathleen Borthwick | 450,627 | — | 117,020 | 85,440 | 181,252 | — | 17,500 | 851,839 |
| Chief Financial Officer | ||||||||
| Edgar Cale | 221,860 | — | 197,080 | 156,850 | 0 | — | 17,500 | 593,290 |
| 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 |
|---|---|---|---|---|
| William Chou | $1,486,763 | $1,636,770 | — | ↓ −150,007 |
| Kathleen Borthwick | 851,839 | 861,698 | — | ↓ −9,859 |
| Edgar Cale | 593,290 | 881,920 | — | ↓ −288,630 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| William Chou | RSU | 20,000 | — | $236,000 |
| Kathleen Borthwick | Option | 11,308 | 7.74 | — |
| Kathleen Borthwick | Option | 395 | 17.55 | — |
| William Chou | Option | 31,668 | 7.74 | — |
| William Chou | Option | 2,280 | 26.4 | — |
| Kathleen Borthwick | RSU | 10,000 | — | 118,000 |
| William Chou | Option | 6,930 | 26.4 | — |
| William Chou | Option | 9,507 | 21.6 | — |
| William Chou | Option | 16,170 | 30 | — |
| Kathleen Borthwick | Option | 856 | 21.6 | — |
| Kathleen Borthwick | Option | 6,384 | 30 | — |
The Company seeks to design and implement a competitive executive compensation program that combines both cash and incentive elements based on annual performance objectives and long-term equity elements that will be flexible and complementary to meet our compensation objectives. The Compensation Committee regularly reviews all compensation components to ensure they are consistent with short-term and long-term goals.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Pearl Meyer |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | false |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-19 | 1,452,505 | 36,352 | 1,356 | 97.56% | Passed |
| 2021 | 2021-05-27 | — | — | — | — | — |
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 | 2026-05-19 | 97.56%a |
| 2021 | 2021-05-27 | —b |
a. Voting standard not stated in the filing.
b. 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 |
|---|---|---|---|---|---|---|
| Maxine Gowen, Ph.DIndependent · Board Chair · Compensation · Nominating/Governance · Audit | $83,500 | — | $55,000 | — | $138,500 | $138,500 |
| Sandip KapadiaIndependent · Audit | 55,000 | — | 55,000 | — | 110,000 | 110,000 |
| Athena Countouriotis, M.DIndependent · Audit · Compensation (Chair) | 54,181 | — | 55,000 | — | 109,181 | 109,181 |
| Derrell Porter, M.DIndependent · Compensation · Nominating/Governance · Audit | 49,500 | — | 55,000 | — | 104,500 | 104,500 |
| Dolan Sondhi, Ph.DIndependent · Nominating/Governance | 44,000 | — | 55,000 | — | 99,000 | 99,000 |
| Saqib IslamNot independent · Departed during FY | 35,340 | — | 55,000 | — | 90,340 | 90,340 |
| Thomas KassbergIndependent · Audit | 47,500 | — | 39,176 | — | 86,676 | 86,676 |
| William Chou, M.DEmployee director · Nominating/Governance | — | — | — | — | — | 0 |
| Annual cash retainer | $40,000 |
|---|---|
| Annual equity retainer | $55,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 15,000 / 12,000 / 8,000 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $369,021 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $738,197 |
| Total cost of the board | $1,107,218 |
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 Passage BIO, Inc. 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 Passage BIO, Inc..
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 | Jasper Therapeutics, Inc. | 2025 | Lawrence Klein | $624,000 | $0 | $2,275,390 | $446,160 | $3,356,050 |
| 2 | ALX Oncology Holdings Inc. | 2025 | Jason Lettmann | 724,500 | 0 | 1,447,488 | 298,856 | 2,470,844 |
| 3 | Precision BioSciences, Inc. | 2025 | Michael Amoroso | 650,875 | 1,025,086 | 0 | 0 | 2,189,467 |
| 4 | Passage BIO, Inc. | 2025 | William Chou | 660,985 | 234,040 | 239,266 | 334,972 | 1,486,763 |
| 5 | AN2 Therapeutics, Inc. | 2025 | Eric Easom | 603,750 | 164,133 | 275,539 | 332,063 | 1,382,985 |
| 6 | Century Therapeutics, Inc. | 2025 | Gregory Russotti | 559,650 | 71,120 | 51,240 | 226,658 | 912,320 |
| — | NextCure, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Aligos Therapeutics, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | PDS Biotechnology Corporation | — | — | — | — | — | — | not in coverage universe |
| — | Kezar Life Sciences, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Lantern Pharma Inc. | — | — | — | — | — | — | not in coverage universe |
| — | BioAtla, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Xilio Therapeutics, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | KALA BIO, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Lisata Therapeutics, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Immunic, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Actinium Pharmaceuticals, Inc. | — | — | — | — | — | — | 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 |
|---|---|---|---|---|
| Passage BIO, Inc. | not disclosed | not disclosed | not disclosed | Pearl Meyer |
| Actinium Pharmaceuticals, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Aligos Therapeutics, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| ALX Oncology Holdings Inc. | not disclosed | not disclosed | not disclosed | Compensia |
| AN2 Therapeutics, Inc. | not disclosed | not disclosed | not disclosed | Aon |
| BioAtla, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Century Therapeutics, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Immunic, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Jasper Therapeutics, Inc. | not disclosed | not disclosed | not disclosed | Alpine Rewards LLC |
| KALA BIO, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Kezar Life Sciences, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Lantern Pharma Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Lisata Therapeutics, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| NextCure, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| PDS Biotechnology Corporation | not disclosed | not disclosed | not disclosed | not disclosed |
| Precision BioSciences, Inc. | 115% | RSU 100 | not disclosed | Aon |
| Xilio Therapeutics, Inc. | 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.
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.
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, William Chou | DEF 14A | 2026-04-07 | 0001104659-26-040130 | Section “Executive Compensation”. As printed: 1,486,763. Filing ↗ |
| 2 | Section 01, Kathleen Borthwick | DEF 14A | 2026-04-07 | 0001104659-26-040130 | Section “Executive Compensation”. As printed: 851,839. Filing ↗ |
| 3 | Section 01, Edgar Cale | DEF 14A | 2026-04-07 | 0001104659-26-040130 | Section “Executive Compensation”. As printed: 593,290. Filing ↗ |
| 4 | Section 08, Maxine Gowen, Ph.D | DEF 14A | 2026-04-07 | 0001104659-26-040130 | Section “Director Compensation”. As printed: 138,500. Filing ↗machine: span 204998–205126 |
| 5 | Section 08, Sandip Kapadia | DEF 14A | 2026-04-07 | 0001104659-26-040130 | Section “Director Compensation”. As printed: 110,000. Filing ↗machine: span 211798–211926 |
| 6 | Section 08, Athena Countouriotis, M.D | DEF 14A | 2026-04-07 | 0001104659-26-040130 | Section “Director Compensation”. As printed: 109,181. Filing ↗machine: span 207217–207345 |
| 7 | Section 08, Derrell Porter, M.D | DEF 14A | 2026-04-07 | 0001104659-26-040130 | Section “Director Compensation”. As printed: 104,500. Filing ↗machine: span 216389–216517 |
| 8 | Section 08, Dolan Sondhi, Ph.D | DEF 14A | 2026-04-07 | 0001104659-26-040130 | Section “Director Compensation”. As printed: 99,000. Filing ↗machine: span 218772–218899 |
| 9 | Section 08, Saqib Islam | DEF 14A | 2026-04-07 | 0001104659-26-040130 | Section “Director Compensation”. As printed: 90,340. Filing ↗machine: span 209592–209719 |
| 10 | Section 08, Thomas Kassberg | DEF 14A | 2026-04-07 | 0001104659-26-040130 | Section “Director Compensation”. As printed: 86,676. Filing ↗machine: span 214177–214304 |
| 11 | Section 08, William Chou, M.D | DEF 14A | 2026-04-07 | 0001104659-26-040130 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 12 | Section 06, 2026 vote | Form 8-K | 2026-05-26 | 0001104659-26-065991 | Item 5.07 · say-on-pay result. As reported: 97.56% (votes for as printed: 1,452,505). Filing ↗ |
| 13 | Section 06, 2021 vote | Form 8-K | 2021-05-28 | 0001558370-21-007852 | Item 5.07 · say-on-pay result. As reported: —. Filing ↗ |
| 14 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 15 | Section 09b board cost (computed) | Computed | — | — | Cash 369,021 + equity 0 + all other 738,197 = 1,107,218, summed across the director compensation table rows.machine: formula: Σ = 1,107,218 |
| 16 | Jasper Therapeutics, Inc., Section 10b CEO total | DEF 14A | 2026-04-17 | 0001213900-26-045159 | CEO total compensation as printed in Jasper Therapeutics, Inc.'s own proxy. As printed: 3,356,050. Filing ↗machine: r1 · c12 · span 534154–534163 |
| 17 | ALX Oncology Holdings Inc., Section 10b CEO total | DEF 14A | 2026-04-20 | 0001193125-26-163936 | CEO total compensation as printed in ALX Oncology Holdings Inc.'s own proxy. As printed: 2,470,844. Filing ↗machine: r2 · c29 · span 706901–706910 |
| 18 | Precision BioSciences, Inc., Section 10b CEO total | DEF 14A | 2026-04-08 | 0001140361-26-013757 | CEO total compensation as printed in Precision BioSciences, Inc.'s own proxy. As printed: 2,189,467. Filing ↗machine: r2 · c19 · span 829996–830005 |
| 19 | Passage BIO, Inc. (subject), Section 10b CEO total | DEF 14A | 2026-04-07 | 0001104659-26-040130 | CEO total compensation as printed in Passage BIO, Inc.'s own proxy. As printed: 1,486,763. Filing ↗ |
| 20 | AN2 Therapeutics, Inc., Section 10b CEO total | DEF 14A | 2026-04-22 | 0001193125-26-170314 | CEO total compensation as printed in AN2 Therapeutics, Inc.'s own proxy. As printed: 1,382,985. Filing ↗machine: r2 · c25 · span 352697–352706 |
| 21 | Century Therapeutics, Inc., Section 10b CEO total | DEF 14A | 2026-04-27 | 0001104659-26-049489 | CEO total compensation as printed in Century Therapeutics, Inc.'s own proxy. As printed: 912,320. Filing ↗machine: r3 · c26 · span 521444–521451 |
| 22 | Section 10a, Precision BioSciences, Inc. reciprocity | DEF 14A | — | 0001140361-26-013757 | Precision BioSciences, Inc.'s most recent proxy was read; its disclosed peer group does not include Passage BIO, Inc.. Filing ↗ |
| 23 | Section 10a, Jasper Therapeutics, Inc. reciprocity | DEF 14A | — | 0001213900-26-045159 | Jasper Therapeutics, Inc.'s most recent proxy was read; its disclosed peer group does not include Passage BIO, Inc.. Filing ↗ |
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