CEO John Sperzel was paid $865,500 in fiscal year 2023, ↓ down 56.4% from fiscal year 2022 (SEC filing 0001193125-24-262554 ↗): 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.
$865,500 ↓ John Sperzel total, FY2023 | — CEO pay percentile vs peers | 1:1 CEO-to-median pay ratio | 85.78% 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 |
|---|---|---|---|---|---|---|---|---|
| John Sperzel | $575,000 | $0 | $0 | $0 | $287,500 | $0 | $3,000 | $865,500 |
| President, Chief Executive Officer and Chairman of the Board of Directors | ||||||||
| Michael Gibbs | 387,500 | 80,000 | 0 | 0 | 152,100 | 0 | 3,000 | 622,600 |
| SVP and General Counsel | ||||||||
| John Sprague | 382,500 | 80,000 | 0 | 0 | 115,500 | 0 | 3,000 | 581,000 |
| 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 |
|---|---|---|---|---|
| John Sperzel | $865,500 | $1,985,340 | — | ↓ −1,119,840 |
| Michael Gibbs | 622,600 | 767,293 | — | ↓ −144,693 |
| John Sprague | 581,000 | 762,293 | — | ↓ −181,293 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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One page per director: the seat, the committees and the fee table, read for one person at a time.
| Director | Role | FY2023 total |
|---|---|---|
| David B. Elsbree | Independent Director | $60,000 |
| John W. Cumming | Lead Independent Director | $96,000 |
| Laura Adams | Independent Director | $40,000 |
| Ninfa M. Saunders | Independent Director | $50,000 |
| Robin Toft | Independent Director | $60,000 |
| Seymour Liebman | Independent Director | $40,000 |
| Thierry Bernard | Independent Director | $50,000 |
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| John Sperzel | RSU | 587 | — | $5,750 |
Our compensation programs are designed to: attract and retain individuals with superior ability and managerial experience; align executive officers' incentives with our corporate strategies, business objectives and the long-term interests of our stockholders; and increase the incentive to achieve key strategic performance measures by linking incentive award opportunities to the achievement of performance objectives and by providing a portion of total compensation for executive officers in the form of ownership in the company.
| CEO STI target (% of salary) | 100% |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Arnosti Consulting |
| Clawback policy | True |
| Anti-hedging | True |
| Anti-pledging | True |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2023 | 2023-07-21 | 71,077,084 | 11,780,664 | 4,637,517 | 85.78% | Passed |
| 2020 | 2020-08-06 | 32,324,440 | 4,805,354 | 2,188,411 | 82.21% | 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 |
|---|---|---|
| 2023 | 2023-07-21 | 85.78%a |
| 2020 | 2020-08-06 | 82.21%b |
a. Voting standard not stated in the filing.
b. Approved under the standard stated in the filing — “As described below, abstentions will have the same effect as votes against Proposal 1, but because brokers have discretionary authority to vote on this proposal, we do not expect any broker non-votes in connection with this proposal.”.
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.
| Ratio (CEO : median employee) | 1 : 1 |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| John W. CummingIndependent · Lead Independent Director · Audit · Compensation · Nominating/Governance | $96,000 | $0 | $0 | $0 | $0 | $96,000 |
| David B. ElsbreeIndependent · Audit · Compensation · Nominating/Governance | 60,000 | 0 | 0 | 0 | 0 | 60,000 |
| Robin ToftIndependent · Audit · Compensation · Nominating/Governance | 60,000 | 0 | 0 | 0 | 0 | 60,000 |
| Ninfa M. SaundersIndependent · Audit · Compensation · Nominating/Governance | 50,000 | 0 | 0 | 0 | 0 | 50,000 |
| Thierry BernardIndependent · Audit · Compensation · Nominating/Governance | 50,000 | 0 | 0 | 0 | 0 | 50,000 |
| Seymour LiebmanIndependent · Audit · Compensation · Nominating/Governance | 40,000 | 0 | 0 | 0 | 0 | 40,000 |
| Laura AdamsIndependent · Audit · Compensation · Nominating/Governance | 40,000 | 0 | 0 | 0 | 0 | 40,000 |
| John SperzelEmployee director · Board Chair | 0 | 0 | 0 | 0 | 0 | 0 |
| Annual cash retainer | — |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | — |
| Stock ownership guideline | — |
| Component | FY2023 |
|---|---|
| Cash retainers and fees | $396,000 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $0 |
| Total cost of the board | $396,000 |
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 | T2 Biosystems | 2023 | John Sperzel | $575,000 | $0 | $0 | $287,500 | $865,500 |
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, John Sperzel | DEF 14A | 2024-11-20 | 0001193125-24-262554 | Section “2023 Summary Compensation Table”. As printed: 865,500. Filing ↗machine: t123 · r2 · c27 · span 318887–318894 |
| 2 | Section 01, Michael Gibbs | DEF 14A | 2024-11-20 | 0001193125-24-262554 | Section “2023 Summary Compensation Table”. As printed: 622,600. Filing ↗machine: t123 · r6 · c27 · span 324808–324815 |
| 3 | Section 01, John Sprague | DEF 14A | 2024-11-20 | 0001193125-24-262554 | Section “2023 Summary Compensation Table”. As printed: 581,000. Filing ↗machine: t123 · r4 · c27 · span 321874–321881 |
| 4 | Section 07, pay ratio | DEF 14A | 2025-01-21 | 0001193125-25-009553 | Section “CEO Pay Ratio”. As printed: 1 : 1. Filing ↗ |
| 5 | Section 08, John W. Cumming | DEF 14A | 2024-11-20 | 0001193125-24-262554 | Section “Director Compensation”. As printed: 96,000. Filing ↗machine: t137 · r2 · c3 · span 398370–398376 |
| 6 | Section 08, David B. Elsbree | DEF 14A | 2024-11-20 | 0001193125-24-262554 | Section “Director Compensation”. As printed: 60,000. Filing ↗machine: t137 · r3 · c3 · span 398973–398979 |
| 7 | Section 08, Robin Toft | DEF 14A | 2024-11-20 | 0001193125-24-262554 | Section “Director Compensation”. As printed: 60,000. Filing ↗machine: t137 · r6 · c3 · span 400812–400818 |
| 8 | Section 08, Ninfa M. Saunders | DEF 14A | 2024-11-20 | 0001193125-24-262554 | Section “Director Compensation”. As printed: 50,000. Filing ↗machine: t137 · r5 · c3 · span 400197–400203 |
| 9 | Section 08, Thierry Bernard | DEF 14A | 2024-11-20 | 0001193125-24-262554 | Section “Director Compensation”. As printed: 50,000. Filing ↗machine: t137 · r8 · c3 · span 402030–402036 |
| 10 | Section 08, Seymour Liebman | DEF 14A | 2024-11-20 | 0001193125-24-262554 | Section “Director Compensation”. As printed: 40,000. Filing ↗machine: t137 · r4 · c3 · span 399593–399599 |
| 11 | Section 08, Laura Adams | DEF 14A | 2024-11-20 | 0001193125-24-262554 | Section “Director Compensation”. As printed: 40,000. Filing ↗machine: t137 · r7 · c3 · span 401410–401416 |
| 12 | Section 08, John Sperzel | DEF 14A | 2024-11-20 | 0001193125-24-262554 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 13 | Section 06, 2023 vote | Form 8-K | 2023-09-18 | 0001193125-23-236990 | Item 5.07 · say-on-pay result. As reported: 85.78% (votes for as printed: 71,077,084). Filing ↗ |
| 14 | Section 06, 2020 vote | Form 8-K | 2020-08-07 | 0001193125-20-213399 | Item 5.07 · say-on-pay result. As reported: 82.21%. Filing ↗ |
| 15 | 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) |
| 16 | Section 09b board cost (computed) | Computed | — | — | Cash 396,000 + equity 0 + all other 0 = 396,000, summed across the director compensation table rows.machine: formula: Σ = 396,000 |
| 17 | T2 Biosystems (subject), Section 10b CEO total | DEF 14A | 2024-11-20 | 0001193125-24-262554 | CEO total compensation as printed in T2 Biosystems's own proxy. As printed: 865,500. Filing ↗machine: t123 · r2 · c27 · span 318887–318894 |
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