CEO Gerald Bruce was paid $128,000 in fiscal year 2023 (SEC filing 0001213900-24-052146 ↗): 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.
$1,216,000 Anthony Mack total, FY2023 Former Chief Executive Officer, Chairman (3) — highest-paid officer; CEO Gerald Bruce: $128,000 | — CEO (Gerald Bruce) pay percentile vs peers | — CEO-to-median pay ratio | — Say-on-pay support, latest vote |
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Anthony Mack | $445,000 | $0 | $0 | $60,000 | $0 | $0 | $711,000 | $1,216,000 |
| Former Chief Executive Officer, Chairman (3) | ||||||||
| Sheila Mathias | 308,000 | 115,000 | 0 | 75,000 | 0 | 0 | 0 | 498,000 |
| Chief Scientific Officer | ||||||||
| Christopher Chipman | 169,000 | 0 | 0 | 75,000 | 0 | 0 | 247,000 | 491,000 |
| Former Chief Financial Officer (5) | ||||||||
| Vinay Shah | 123,000 | 115,000 | 0 | 86,000 | 0 | 0 | 0 | 324,000 |
| Chief Financial Officer | ||||||||
| Gerald Bruce | 38,000 | 29,000 | 0 | 61,000 | 0 | 0 | 0 | 128,000 |
| Chief Executive 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 |
|---|---|---|---|---|
| Anthony Mack | $1,216,000 | $784,000 | — | ↑ +432,000 |
| Sheila Mathias | 498,000 | — | — | — |
| Christopher Chipman | 491,000 | 467,000 | — | ↑ +24,000 |
| Vinay Shah | 324,000 | — | — | — |
| Gerald Bruce | 128,000 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Sheila Mathias | Option | 11,200 | 7.88 | — |
| Sheila Mathias | Option | 833 | 46.2 | — |
| Vinay Shah | Option | 10,000 | 9.9 | — |
| Sheila Mathias | Option | 4,045 | 21.3 | — |
The Board and Compensation Committee annually review executive compensation to align pay practices with companies of similar size and development stage. Compensation is designed to be commensurate with the Company's and management's performance, utilizing a mix of base salary, discretionary annual cash bonuses, and equity awards.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | false |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2025 | 2025-01-15 | — | — | — | — | — |
| 2024 | 2024-07-29 | — | — | — | — | — |
| 2023 | 2023-12-28 | — | — | — | — | — |
| 2022 | 2022-07-25 | — | — | — | — | — |
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 |
|---|---|---|
| 2025 | 2025-01-15 | —a |
| 2024 | 2024-07-29 | —b |
| 2023 | 2023-12-28 | —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 |
|---|---|---|---|---|---|---|
| Jeffrey Gudin, MDEmployee director | $158,000 | — | $34,000 | — | — | $192,000 |
| Eric Floyd, PhDIndependent · Board Chair · Compensation (Chair) · Nominating and Corporate Governance · Science and Technology (Chair) | 55,000 | — | 23,850 | — | — | 78,850 |
| Thani Jambulingam, PhDIndependent · Audit · Compensation · Nominating and Corporate Governance (Chair) · Science and Technology | 55,000 | — | 21,200 | — | — | 76,200 |
| Jerrold Sendrow, CFPIndependent · Audit (Chair) · Compensation · Nominating and Corporate Governance | 55,000 | — | 18,550 | — | — | 73,550 |
| Michael F. DubinIndependent · Audit | 55,000 | — | 10,600 | — | — | 65,600 |
| Barbara A. Ruskin, PhD, J.DIndependent · Audit · Nominating and Corporate Governance · Science and Technology | 46,000 | — | 17,750 | — | — | 63,750 |
| Vanila M. Singh, MDIndependent · Science and Technology | 55,000 | — | 7,950 | — | — | 62,950 |
| Gerald BruceEmployee director | — | — | — | — | — | 0 |
| Annual cash retainer | $60,000 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | — |
| Stock ownership guideline | — |
| Component | FY2023 |
|---|---|
| Cash retainers and fees | $479,000 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $0 |
| Total cost of the board | $479,000 |
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 | Virpax Pharmaceuticals, Inc. | 2023 | Gerald Bruce | $38,000 | $0 | $61,000 | $0 | $128,000 |
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, Anthony Mack | 10-K | 2024-06-12 | 0001213900-24-052146 | Section “Summary Compensation Table” · page 21. As printed: 1,216,000. Filing ↗machine: r4 · c17 · span 517191–517200 |
| 2 | Section 01, Sheila Mathias | 10-K | 2024-06-12 | 0001213900-24-052146 | Section “Summary Compensation Table” · page 21. As printed: 498,000. Filing ↗machine: r7 · c17 · span 548737–548744 |
| 3 | Section 01, Christopher Chipman | 10-K | 2024-06-12 | 0001213900-24-052146 | Section “Summary Compensation Table” · page 21. As printed: 491,000. Filing ↗machine: r13 · c17 · span 607095–607102 |
| 4 | Section 01, Vinay Shah | 10-K | 2024-06-12 | 0001213900-24-052146 | Section “Summary Compensation Table” · page 21. As printed: 324,000. Filing ↗machine: r10 · c17 · span 577952–577959 |
| 5 | Section 01, Gerald Bruce | 10-K | 2024-06-12 | 0001213900-24-052146 | Section “Summary Compensation Table” · page 21. As printed: 128,000. Filing ↗machine: r1 · c17 · span 488567–488574 |
| 6 | Section 08, Jeffrey Gudin, MD | 10-K | 2024-06-12 | 0001213900-24-052146 | Section “Director Compensation”. As printed: 192,000. Filing ↗machine: span 838773–839154 |
| 7 | Section 08, Eric Floyd, PhD | 10-K | 2024-06-12 | 0001213900-24-052146 | Section “Director Compensation”. As printed: 78,850. Filing ↗machine: span 801716–802096 |
| 8 | Section 08, Thani Jambulingam, PhD | 10-K | 2024-06-12 | 0001213900-24-052146 | Section “Director Compensation”. As printed: 76,200. Filing ↗machine: span 814036–814416 |
| 9 | Section 08, Jerrold Sendrow, CFP | 10-K | 2024-06-12 | 0001213900-24-052146 | Section “Director Compensation”. As printed: 73,550. Filing ↗machine: span 807865–808245 |
| 10 | Section 08, Michael F. Dubin | 10-K | 2024-06-12 | 0001213900-24-052146 | Section “Director Compensation”. As printed: 65,600. Filing ↗machine: span 826362–826742 |
| 11 | Section 08, Barbara A. Ruskin, PhD, J.D | 10-K | 2024-06-12 | 0001213900-24-052146 | Section “Director Compensation”. As printed: 63,750. Filing ↗machine: span 832526–832906 |
| 12 | Section 08, Vanila M. Singh, MD | 10-K | 2024-06-12 | 0001213900-24-052146 | Section “Director Compensation”. As printed: 62,950. Filing ↗machine: span 820190–820570 |
| 13 | Section 08, Gerald Bruce | 10-K | 2024-06-12 | 0001213900-24-052146 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 14 | Section 06, 2025 vote | Form 8-K | 2025-01-15 | 0001731122-25-000076 | Item 5.07 · say-on-pay result. As reported: —. Filing ↗ |
| 15 | Section 06, 2024 vote | Form 8-K | 2024-07-30 | 0001013762-24-002775 | Item 5.07 · say-on-pay result. As reported: —. Filing ↗ |
| 16 | Section 06, 2023 vote | Form 8-K | 2023-12-29 | 0001213900-23-099431 | Item 5.07 · say-on-pay result. As reported: —. Filing ↗ |
| 17 | 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) |
| 18 | Section 09b board cost (computed) | Computed | — | — | Cash 479,000 + equity 0 + all other 0 = 479,000, summed across the director compensation table rows.machine: formula: Σ = 479,000 |
| 19 | Virpax Pharmaceuticals, Inc. (subject), Section 10b CEO total | 10-K | 2024-06-12 | 0001213900-24-052146 | CEO total compensation as printed in Virpax Pharmaceuticals, Inc.'s own proxy. As printed: 128,000. Filing ↗machine: r1 · c17 · span 488567–488574 |
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