Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-04-17

Prokidney (PROK)

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.

$2,956,447
Bruce Culleton total, FY2025
CEO pay percentile vs peers
CEO-to-median pay ratio
100%
Say-on-pay support, latest vote
Companies that benchmark against PROK
No companies currently name PROK as a compensation peer in their most recent disclosure.

This is the complete answer, not a partial one — the list is never padded.

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Bruce Culleton$687,738$0$0$1,775,166$478,080$0$15,463$2,956,447
Chief Executive Officer
Todd Girolamo466,15300642,460243,000015,9491,367,562
Chief Legal Officer
James Coulston465,92300642,460243,000015,9491,367,332
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.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY20242025
Bruce Culleton$2,956,447
Todd Girolamo1,367,562
James Coulston1,367,332

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
James CoulstonRSU88,287$197,763
Todd GirolamoRSU81,929183,521
Bruce CulletonOption1,459,2501.23
Bruce CulletonOption1,000,0001.69
Bruce CulletonOption202,08413.08
Todd GirolamoOption528,1251.23
Todd GirolamoOption168,7501.61
Todd GirolamoOption29,3431.61
Todd GirolamoOption78,5428.43
Todd GirolamoOption145,16610.33
James CoulstonOption528,1251.23
James CoulstonOption154,6881.61
James CoulstonOption78,5428.43
James CoulstonOption67,74410.33
05

Incentive-plan design — the Compensation Discussion & Analysis

Our executive compensation program is designed to attract, retain and motivate senior management leaders who are capable of advancing our mission and strategy and, ultimately, creating and maintaining long-term equity value. Such leaders must engage in a collaborative approach and possess the ability to execute our business strategy in an industry characterized by competitiveness and growth; reward senior management in a manner aligned with our financial performance; and align senior management’s interests with our equity owners’ long-term interests through equity participation and ownership.

CEO STI target (% of salary)
CEO LTI target (% of salary)
Independent consultantFW Cook
Clawback policy
Anti-hedging
Anti-pledging
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
202628,736,764120,000100%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.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
2026100%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.

09

Board fee structure and ownership guideline

Annual cash retainer$42,500
Annual equity retainer
Per board meeting fee
Committee chair fees (audit / comp / nom-gov)15,000 / 15,000 / 15,000
Stock ownership guideline
10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Prokidney2025Bruce 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.

11

Source register

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.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Bruce CulletonDEF 14A2026-04-170001140361-26-015362Section “Executive Compensation”. As printed: 2,956,447. Filing ↗machine: r2 · c18 · span 319686–319695
2Section 01, Todd GirolamoDEF 14A2026-04-170001140361-26-015362Section “Executive Compensation”. As printed: 1,367,562. Filing ↗machine: r4 · c18 · span 326488–326497
3Section 01, James CoulstonDEF 14A2026-04-170001140361-26-015362Section “Executive Compensation”. As printed: 1,367,332. Filing ↗machine: r6 · c18 · span 333323–333332
4Section 06, 2026 voteForm 8-K2026-04-170001140361-26-015362Item 5.07 · say-on-pay result. As reported: 100%. Filing ↗
5Prokidney (subject), Section 10b CEO totalDEF 14A2026-04-170001140361-26-015362CEO total compensation as printed in Prokidney's own proxy. As printed: 2,956,447. Filing ↗machine: r2 · c18 · span 319686–319695