CEO Bruce Culleton was paid $2,956,447 in fiscal year 2025, ↑ up 191.0% from fiscal year 2024 (SEC filing 0001140361-26-015362 ↗): 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.
$2,956,447 ↑ Bruce Culleton total, FY2025 | — CEO pay percentile vs peers | — CEO-to-median pay ratio | — Say-on-pay support, latest vote |
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| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Bruce Culleton | $687,738 | $0 | $0 | $1,775,166 | $478,080 | $0 | $15,463 | $2,956,447 |
| Chief Executive Officer | ||||||||
| Todd Girolamo | 466,153 | 0 | 0 | 642,460 | 243,000 | 0 | 15,949 | 1,367,562 |
| Chief Legal Officer | ||||||||
| James Coulston | 465,923 | 0 | 0 | 642,460 | 243,000 | 0 | 15,949 | 1,367,332 |
| 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.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Bruce Culleton | $2,956,447 | $1,015,802 | — | ↑ +1,940,645 |
| Todd Girolamo | 1,367,562 | 1,260,899 | — | ↑ +106,663 |
| James Coulston | 1,367,332 | 950,127 | — | ↑ +417,205 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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This is the complete answer, not a partial one — the list is never padded.
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.
| Executive | Role | FY2025 total |
|---|---|---|
| Bruce Culleton | CEO | $2,956,447 |
| James Coulston | CFO | $1,367,332 |
| Todd Girolamo | General Counsel | $1,367,562 |
One page per director: the seat, the committees and the fee table, read for one person at a time.
| Director | Role | FY2025 total |
|---|---|---|
| Alan M. Lotvin, M.D | Independent Director | $143,383 |
| Brian J.G. Pereira, M.D | Independent Director | $139,383 |
| Jennifer Fox | Independent Director | $132,383 |
| José Ignacio Jiménez Santos | Independent Director | $117,383 |
| Pablo Legorreta | Chair of the Board | $144,633 |
| Uma Sinha, Ph.D | Independent Director | $124,883 |
| William F. Doyle | Lead Independent Director | $129,883 |
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| James Coulston | RSU | 88,287 | — | $197,763 |
| Todd Girolamo | RSU | 81,929 | — | 183,521 |
| Bruce Culleton | Option | 1,459,250 | 1.23 | — |
| Bruce Culleton | Option | 1,000,000 | 1.69 | — |
| Bruce Culleton | Option | 202,084 | 13.08 | — |
| Todd Girolamo | Option | 528,125 | 1.23 | — |
| Todd Girolamo | Option | 168,750 | 1.61 | — |
| Todd Girolamo | Option | 29,343 | 1.61 | — |
| Todd Girolamo | Option | 78,542 | 8.43 | — |
| Todd Girolamo | Option | 145,166 | 10.33 | — |
| James Coulston | Option | 528,125 | 1.23 | — |
| James Coulston | Option | 154,688 | 1.61 | — |
| James Coulston | Option | 78,542 | 8.43 | — |
| James Coulston | Option | 67,744 | 10.33 | — |
The Talent and Compensation Committee seeks to provide compensation that is competitive in light of current market conditions and industry practices, using market data from peer companies and compensation surveys to guide levels and program targets. The Committee also considers factors such as the criticality of each executive officer’s role, depth and breadth of experience, internal equity, performance, retention concerns, and relevant compensation trends.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | FW Cook |
| Clawback policy | true |
| Anti-hedging | — |
| Anti-pledging | — |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-28 | — | — | — | — | — |
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 | 2026-05-28 | —a |
a. 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 |
|---|---|---|---|---|---|---|
| Pablo LegorretaNot independent · Board Chair · Research & Development | $72,250 | — | $72,383 | — | — | $144,633 |
| Alan M. Lotvin, M.DIndependent · Audit · Compensation (Chair) | 71,000 | — | 72,383 | — | — | 143,383 |
| Brian J.G. Pereira, M.DIndependent · Nominating and Corporate Governance · Audit · Research & Development (Chair) | 67,000 | — | 72,383 | — | — | 139,383 |
| Jennifer FoxIndependent · Audit (Chair) | 60,000 | — | 72,383 | — | — | 132,383 |
| William F. DoyleIndependent · Lead Independent Director · Nominating and Corporate Governance (Chair) · Compensation | 57,500 | — | 72,383 | — | — | 129,883 |
| Uma Sinha, Ph.DIndependent · Compensation · Research & Development | 52,500 | — | 72,383 | — | — | 124,883 |
| José Ignacio Jiménez SantosIndependent · Nominating and Corporate Governance | 45,000 | — | 72,383 | — | — | 117,383 |
| Bruce Culleton, M.DEmployee director · Research & Development | — | — | — | — | — | 0 |
| Annual cash retainer | $42,500 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 20,000 / 15,000 / 10,000 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $425,250 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $0 |
| Total cost of the board | $425,250 |
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 | Prokidney | 2025 | Bruce Culleton | $687,738 | $0 | $1,775,166 | $478,080 | $2,956,447 |
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.
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, Bruce Culleton | DEF 14A | 2026-04-17 | 0001140361-26-015362 | Section “Executive Compensation”. As printed: 2,956,447. Filing ↗machine: r2 · c18 · span 319686–319695 |
| 2 | Section 01, Todd Girolamo | DEF 14A | 2026-04-17 | 0001140361-26-015362 | Section “Executive Compensation”. As printed: 1,367,562. Filing ↗machine: r4 · c18 · span 326488–326497 |
| 3 | Section 01, James Coulston | DEF 14A | 2026-04-17 | 0001140361-26-015362 | Section “Executive Compensation”. As printed: 1,367,332. Filing ↗machine: r6 · c18 · span 333323–333332 |
| 4 | Section 08, Pablo Legorreta | DEF 14A | 2026-04-17 | 0001140361-26-015362 | Section “Director Compensation”. As printed: 144,633. Filing ↗machine: span 497861–498040 |
| 5 | Section 08, Alan M. Lotvin, M.D | DEF 14A | 2026-04-17 | 0001140361-26-015362 | Section “Director Compensation”. As printed: 143,383. Filing ↗machine: span 501585–501764 |
| 6 | Section 08, Brian J.G. Pereira, M.D | DEF 14A | 2026-04-17 | 0001140361-26-015362 | Section “Director Compensation”. As printed: 139,383. Filing ↗machine: span 503318–503497 |
| 7 | Section 08, Jennifer Fox | DEF 14A | 2026-04-17 | 0001140361-26-015362 | Section “Director Compensation”. As printed: 132,383. Filing ↗machine: span 508997–509175 |
| 8 | Section 08, William F. Doyle | DEF 14A | 2026-04-17 | 0001140361-26-015362 | Section “Director Compensation”. As printed: 129,883. Filing ↗machine: span 499586–499765 |
| 9 | Section 08, Uma Sinha, Ph.D | DEF 14A | 2026-04-17 | 0001140361-26-015362 | Section “Director Compensation”. As printed: 124,883. Filing ↗machine: span 505313–505492 |
| 10 | Section 08, José Ignacio Jiménez Santos | DEF 14A | 2026-04-17 | 0001140361-26-015362 | Section “Director Compensation”. As printed: 117,383. Filing ↗machine: span 507059–507281 |
| 11 | Section 08, Bruce Culleton, M.D | DEF 14A | 2026-04-17 | 0001140361-26-015362 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 12 | Section 06, 2026 vote | Form 8-K | 2026-04-17 | 0001140361-26-015362 | Item 5.07 · say-on-pay result. As reported: —. Filing ↗ |
| 13 | 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) |
| 14 | Section 09b board cost (computed) | Computed | — | — | Cash 425,250 + equity 0 + all other 0 = 425,250, summed across the director compensation table rows.machine: formula: Σ = 425,250 |
| 15 | Prokidney (subject), Section 10b CEO total | DEF 14A | 2026-04-17 | 0001140361-26-015362 | CEO total compensation as printed in Prokidney's own proxy. As printed: 2,956,447. Filing ↗machine: r2 · c18 · span 319686–319695 |
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