Fiscal year 2023 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.
Each company listed discloses RGLS in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named RGLS in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Joseph Hagan | $615,800 | $0 | $88,000 | $1,528,091 | $332,532 | $0 | $9,900 | $2,575,123 |
| Chief Executive Officer | ||||||||
| Christopher Aker | 387,700 | 0 | 33,300 | 475,845 | 178,342 | 0 | 9,900 | 1,085,087 |
| Senior Vice President and General Counsel | ||||||||
| Cris Calsada | 390,000 | 0 | 33,300 | 455,674 | 179,400 | 0 | 9,900 | 1,068,174 |
| 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 | FY2023 total | FY2022 total | FY2021 total | Δ FY2022→2023 |
|---|---|---|---|---|
| Joseph Hagan | $2,575,123 | $1,343,238 | — | +1,231,885 |
| Christopher Aker | 1,085,087 | 651,543 | — | +433,544 |
| Cris Calsada | 1,068,174 | 627,619 | — | +440,555 |
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 |
|---|---|---|---|---|
| Joseph Hagan | PSU | 30,000 | — | $38,400 |
| Christopher Aker | Option | 437 | 13.1 | — |
| Christopher Aker | PSU | 11,250 | — | 14,400 |
| Joseph Hagan | Option | 29,999 | 13.1 | — |
| Joseph Hagan | Option | 1,000 | 9.5 | — |
| Christopher Aker | Option | 750 | 9.5 | — |
| Christopher Aker | Option | 33,500 | 6.4 | — |
| Christopher Aker | Option | 4,875 | 15.9 | — |
| Christopher Aker | Option | 24,997 | 2.6 | — |
| Christopher Aker | Option | 34,688 | 1.48 | — |
| Christopher Aker | Option | 360,938 | 1.36 | — |
| Cris Calsada | Option | 21,000 | 6.4 | — |
| Cris Calsada | PSU | 11,250 | — | 14,400 |
| Cris Calsada | Option | 24,997 | 2.6 | — |
| Cris Calsada | Option | 312 | 13.1 | — |
| Christopher Aker | Option | 7,000 | 13.1 | — |
| Cris Calsada | Option | 5,000 | 13.1 | — |
| Joseph Hagan | Option | 77,084 | 1.48 | — |
| Joseph Hagan | PSU | 437,500 | — | 560,000 |
| Christopher Aker | PSU | 131,250 | — | 168,000 |
| Cris Calsada | PSU | 125,000 | — | 160,000 |
| Joseph Hagan | Option | 6,500 | 9.5 | — |
| Joseph Hagan | Option | 99,999 | 6.4 | — |
| Joseph Hagan | Option | 1,875 | 13.1 | — |
| Joseph Hagan | Option | 16,250 | 15.9 | — |
| Joseph Hagan | Option | 83,327 | 2.6 | — |
| Joseph Hagan | Option | 1,203,126 | 1.36 | — |
| Christopher Aker | Option | 2,500 | 9.5 | — |
| Cris Calsada | Option | 10,000 | 6.2 | — |
| Cris Calsada | Option | 4,056 | 15.9 | — |
| Cris Calsada | Option | 24,688 | 1.48 | — |
| Cris Calsada | Option | 343,751 | 1.36 | — |
Our executive compensation program is designed to reward achievement of the specific strategic goals that we believe will advance our business strategy and create long-term value for our stockholders. Consistent with our goal of attracting, motivating and retaining a high-caliber executive team, our executive compensation program is designed to pay for performance.
| CEO STI target (% of salary) | 60% |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Aon/Radford |
| Clawback policy | True |
| Anti-hedging | True |
| Anti-pledging | True |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2024 | 2024-05-16 | 38,219,586 | 223,139 | 66,215 | 99.42% | Passed |
| 2023 | 2023-06-13 | 12,652,198 | 334,628 | 32,964 | 97.42% | Passed |
| 2022 | 2022-06-09 | 74,847,744 | 4,844,630 | 563,724 | 93.92% | Passed |
| 2021 | 2021-06-14 | 32,643,580 | 1,013,000 | 81,793 | 96.99% | Passed |
| 2020 | 2020-06-17 | 7,956,601 | 2,107,967 | 24,574 | 79.06% | 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 |
|---|---|---|
| 2024 | 2024-05-16 | 99.42%a |
| 2023 | 2023-06-13 | 97.42%b |
| 2022 | 2022-06-09 | 93.92%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 |
|---|---|---|---|---|---|---|
| Stelios Papadopoulos, Ph.DIndependent · Board Chair · Nominating/Governance | $84,000 | $0 | $47,441 | — | $0 | $131,441 |
| Kathryn J. CollierIndependent · Compensation (Chair) | 60,000 | 0 | 47,441 | — | 0 | 107,441 |
| William H. Rastetter, Ph.DIndependent · Compensation | 52,000 | 0 | 47,441 | — | 0 | 99,441 |
| Jake R. NunnIndependent · Audit | 50,000 | 0 | 47,441 | — | 0 | 97,441 |
| David Baltimore, Ph.DIndependent · Nominating/Governance (Chair) | 48,000 | 0 | 47,441 | — | 0 | 95,441 |
| Alice S. Huang, Ph.DIndependent · Audit | 46,000 | 0 | 47,441 | — | 0 | 93,441 |
| Pascale WitzIndependent · Audit | 46,000 | 0 | 47,441 | — | 0 | 93,441 |
| Hugh Rosen, M.D., Ph.DIndependent · Nominating/Governance | 46,000 | 0 | 47,441 | — | 0 | 93,441 |
| Joseph P. HaganEmployee director | 0 | 0 | 0 | — | 0 | 0 |
| Preston S. Klassen, M.DEmployee director | 0 | 0 | 0 | — | 0 | 0 |
| Annual cash retainer | $40,000 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 10,000 / 6,000 / 4,000 |
| Stock ownership guideline | — |
| Component | FY2023 |
|---|---|
| Cash retainers and fees | $432,000 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $0 |
| Total cost of the board | $432,000 |
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 Regulus 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 Regulus 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 | aTyr Pharma | 2025 | Sanjay Shukla | $638,977 | $0 | $2,595,200 | $210,862 | $3,456,253 |
| 2 | Rezolute | 2025 | Nevan Charles Elam | 610,825 | 1,767,204 | 0 | 0 | 2,851,109 |
| 3 | Regulus Therapeutics | 2023 | Joseph Hagan | 615,800 | 88,000 | 1,528,091 | 332,532 | 2,575,123 |
| — | Pulmatrix | — | — | — | — | — | — | not in coverage universe |
| — | Lineage Cell Therapeutics | — | — | — | — | — | — | not in coverage universe |
| — | BioCardia | — | — | — | — | — | — | not in coverage universe |
| — | Corvus Pharmaceuticals | — | — | — | — | — | — | 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 |
|---|---|---|---|---|
| Regulus Therapeutics | not disclosed | not disclosed | No | Aon/Radford |
| aTyr Pharma | 60% (Committee lowered payout from 75% achievement to 60% given EFZO-FIT study results)% | Options 100 | not disclosed | Radford (Aon plc Rewards Solutions) |
| BioCardia | not disclosed | not disclosed | not disclosed | not disclosed |
| Corvus Pharmaceuticals | not disclosed | not disclosed | not disclosed | not disclosed |
| Lineage Cell Therapeutics | not disclosed | not disclosed | not disclosed | not disclosed |
| Pulmatrix | not disclosed | not disclosed | not disclosed | not disclosed |
| Rezolute | 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, Joseph Hagan | DEF 14A | 2024-04-19 | 0001193125-24-102883 | Section “Summary Compensation Table”. As printed: 2,575,123. Filing ↗machine: t54 · r2 · c27 · span 187482–187491 |
| 2 | Section 01, Christopher Aker | DEF 14A | 2024-04-19 | 0001193125-24-102883 | Section “Summary Compensation Table”. As printed: 1,085,087. Filing ↗machine: t54 · r5 · c27 · span 190505–190514 |
| 3 | Section 01, Cris Calsada | DEF 14A | 2024-04-19 | 0001193125-24-102883 | Section “Summary Compensation Table”. As printed: 1,068,174. Filing ↗machine: t54 · r8 · c27 · span 193527–193536 |
| 4 | Section 08, Stelios Papadopoulos, Ph.D | DEF 14A | 2024-04-19 | 0001193125-24-102883 | Section “Director Compensation”. As printed: 131,441. Filing ↗ |
| 5 | Section 08, Kathryn J. Collier | DEF 14A | 2024-04-19 | 0001193125-24-102883 | Section “Director Compensation”. As printed: 107,441. Filing ↗machine: t108 · r3 · c11 · span 346457–346464 |
| 6 | Section 08, William H. Rastetter, Ph.D | DEF 14A | 2024-04-19 | 0001193125-24-102883 | Section “Director Compensation”. As printed: 99,441. Filing ↗ |
| 7 | Section 08, Jake R. Nunn | DEF 14A | 2024-04-19 | 0001193125-24-102883 | Section “Director Compensation”. As printed: 97,441. Filing ↗machine: t108 · r5 · c11 · span 347934–347940 |
| 8 | Section 08, David Baltimore, Ph.D | DEF 14A | 2024-04-19 | 0001193125-24-102883 | Section “Director Compensation”. As printed: 95,441. Filing ↗ |
| 9 | Section 08, Alice S. Huang, Ph.D | DEF 14A | 2024-04-19 | 0001193125-24-102883 | Section “Director Compensation”. As printed: 93,441. Filing ↗ |
| 10 | Section 08, Pascale Witz | DEF 14A | 2024-04-19 | 0001193125-24-102883 | Section “Director Compensation”. As printed: 93,441. Filing ↗machine: t108 · r9 · c11 · span 350916–350922 |
| 11 | Section 08, Hugh Rosen, M.D., Ph.D | DEF 14A | 2024-04-19 | 0001193125-24-102883 | Section “Director Compensation”. As printed: 93,441. Filing ↗ |
| 12 | Section 08, Joseph P. Hagan | DEF 14A | 2024-04-19 | 0001193125-24-102883 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 13 | Section 08, Preston S. Klassen, M.D | DEF 14A | 2024-04-19 | 0001193125-24-102883 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 14 | Section 06, 2024 vote | Form 8-K | 2024-05-17 | 0001193125-24-141703 | Item 5.07 · say-on-pay result. As reported: 99.42% (votes for as printed: 38,219,586). Filing ↗ |
| 15 | Section 06, 2023 vote | Form 8-K | 2023-06-14 | 0001193125-23-166837 | Item 5.07 · say-on-pay result. As reported: 97.42% (votes for as printed: 12,652,198). Filing ↗ |
| 16 | Section 06, 2022 vote | Form 8-K | 2022-06-13 | 0001193125-22-172905 | Item 5.07 · say-on-pay result. As reported: 93.92%. Filing ↗ |
| 17 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 18 | Section 09b board cost (computed) | Computed | — | computed | Cash 432,000 + equity 0 + all other 0 = 432,000, summed across the director compensation table rows.machine: formula: Σ = 432,000 |
| 19 | aTyr Pharma, Section 10b CEO total | DEF 14A | 2026-03-26 | 0001339970-26-000021 | CEO total compensation as printed in aTyr Pharma's own proxy. As printed: 3,456,253. Filing ↗machine: t11 · r2 · c21 · span 533754–533763 |
| 20 | Rezolute, Section 10b CEO total | DEF 14A | 2025-10-07 | 0001104659-25-097509 | CEO total compensation as printed in Rezolute's own proxy. As printed: 2,851,109. Filing ↗machine: t83 · r3 · c17 · span 413905–413914 |
| 21 | Regulus Therapeutics (subject), Section 10b CEO total | DEF 14A | 2024-04-19 | 0001193125-24-102883 | CEO total compensation as printed in Regulus Therapeutics's own proxy. As printed: 2,575,123. Filing ↗machine: t54 · r2 · c27 · span 187482–187491 |
| 22 | Section 10a, aTyr Pharma reciprocity | DEF 14A | — | 0001339970-26-000021 | aTyr Pharma's most recent proxy was read; its disclosed peer group does not include Regulus Therapeutics. Filing ↗ |