DEF 14A of Capricor Therapeutics, Inc.
Filed Apr 10, 2026 · FY20250001104659-26-042070
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE The following table sets forth each member of our Board:
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| Name | Positions | | Linda Marbán, Ph.D. | President, Chief Executive Officer and Director | | Frank Litvack, M.D. | Executive Chairman and Director | | David B. Musket | Director | | George W. Dunbar Jr., M.B.A. | Director | | Karimah Es Sabar | Director | | Paul Auwaerter, M.D., M.B.A. | Director | | Philip Gotwals, Ph.D. | Director | | Michael Kelliher | Director |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
We believe that in order for our Board to effectively guide us through our continued growth as a development-stage biopharmaceutical company, it should be composed of individuals with sophistication and experience in the many disciplines that impact our business. In order to best serve our stockholders, we seek to have a Board, as a whole, that is competent in key corporate disciplines, including accounting and financial acumen, business judgement, governance, leadership, risk management, social responsibility and reputational issues, strategy and strategic planning. Additionally, we desire that the Board have specific knowledge related to our industry, such as expertise in healthcare, medical technology, and manufacturing. While we do not have a formal policy on diversity, when considering the selection of director nominees, the Nominating and Governance Committee considers individuals with diverse backgrounds, viewpoints, accomplishments, cultural backgrounds and professional expertise, among other factors. Further, our Board is committed to actively seeking highly qualified women and individuals from underrepresented minority groups to include in the pool from which new candidates are selected. Of our eight director nominees, two directors self-identify as female and one director self-identifies as a racial or ethnic minority.
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Board recommends that the nominees below be elected as member of the Board at the Annual Meeting:
ELECTION OF DIRECTORS
| Name | Age* | Positions Held | Director of Company Since | | Linda Marbán, Ph.D. | 62 | President, Chief Executive Officer and Director | 2013 | | Frank Litvack, M.D. | 70 | Executive Chairman and Director | 2013 | | David B. Musket | 68 | Director | 2013 | | George W. Dunbar Jr., M.B.A. | 79 | Director | 2013 | | Karimah Es Sabar | 68 | Director | 2021 | | Paul Auwaerter, M.D., M.B.A. | 64 | Director | 2023 | | Philip Gotwals, Ph.D. | 63 | Director | 2023 | | Michael Kelliher | 49 | Director | 2023 |
ELECTION OF DIRECTORS
*Ages as of March 18, 2026. The Nominating and Corporate Governance Committee recommended, and the Board approved, each of the nominees for election to the Board at the 2026 Annual Meeting of Stockholders. There are no family relationships between or among any of our executive officers, directors or nominees for director. Directors are elected by a plurality of the votes of the shares present in person or represented by proxy and entitled to vote for directors. The eight (8) nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the eight (8) nominees named below. Broker non-votes will have no effect on whether any nominee is elected. If elected by our stockholders, each nominee will serve for a one-year term expiring at our 2027 Annual Meeting of Stockholders. Each director will hold office until his or her successor has been elected and qualified or until the director’s earlier resignation, removal or disqualification. If any nominee becomes unavailable for election as a result of an unexpected occurrence, your shares will be voted for the election of a substitute nominee proposed by the Board. Each person nominated for election has agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH NAMED NOMINEE. We look to our directors to lead us through our continued growth as a development-stage public biopharmaceutical company. Our directors bring their leadership experience from a variety of life science and other companies and professional backgrounds which we require to continue to grow and bring value to our stockholders.
Director Nominees
Director Nominees The Nominating and Corporate Governance Committee seeks to assemble a Board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct our business. The brief biographies below include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each nominee that led the Nominating and Corporate Governance Committee to recommend that person as a nominee, and for the Board as a whole to approve the nomination of that person to the Board. Linda Marbán, Ph.D. Dr. Marbán is our Chief Executive Officer, and has served in that capacity and on the Board since November 2013. Dr. Marbán is a co-founder of Capricor, Inc. (wholly-owned subsidiary of Capricor Therapeutics, Inc.) and has been with the Company since 2005 and became its Chief Executive Officer in 2010. Dr. Marbán has been in the biotechnology field for more than 20 years and brings extensive experience across research, product development and business development to the Company. From 2003-2009, Dr. Marbán held various senior roles at Excigen, Inc., a gene therapy biotechnology company, where she was responsible for operations and business development and where she oversaw the development of a biologic pacemaker for the heart. Prior to Excigen, Dr. Marbán worked in academic science, first at the Cleveland Clinic Foundation working on the development of contractile dysfunction in heart failure due to myocarditis, followed by a postdoctoral fellowship at Johns Hopkins University. While at Johns Hopkins, she advanced to the rank of Research Assistant Professor in the Department of Pediatrics, specializing in the mechanism of the biophysical properties of cardiac muscle. Her tenure at Johns Hopkins ran from 2000 to 2003. Dr. Marbán earned a Ph.D. from Case Western Reserve University in cardiac physiology and her Bachelor of Science from the University of Maryland. Dr. Linda Marbán was selected to serve as a member of the Board in part due to her wealth of knowledge in research and development, especially for the treatment of cardiovascular diseases, her experience in early-stage life sciences companies spanning over a decade, as well as her business development expertise. Frank Litvack, M.D., FACC. Dr. Litvack joined the Capricor, Inc. Board in 2012 and since November 2013 has been serving as the Company’s Executive Chairman and is currently a member of the Company’s Nominating and Corporate Governance Committee. Dr. Litvack is a native of Canada. He completed medical school and residency at McGill University in Montreal and a Cardiovascular Fellowship at Cedars-Sinai Medical Center in Los Angeles, where he subsequently became co-director of the Cardiovascular Intervention Center and Professor of Medicine at UCLA. There he led a prominent clinical and research program known for its excellence in innovation, care, and leadership in Translational Medicine. Dr. Litvack was board-certified in Internal Medicine, Cardiovascular Diseases, and Interventional Cardiology. He has published more than one hundred research articles and chapters and is the recipient of several awards, including an American Heart Association Young Investigator Award, the Leon Goldman Medical Excellence Award for contributions to the field of biomedical optics, and the United States Space Technology and Space Foundation Hall of Fame for pioneering work with the excimer laser. Dr. Litvack left full-time practice and academics in 2000 to concentrate on entrepreneurial activities. Dr. Litvack has founded and operated several healthcare ventures, both as chairman and/or chief executive officer, including Progressive Angioplasty Systems Inc., a medical device company that was acquired by United States Surgical Corp. in 1998; Savacor, Inc., a medical device company that was acquired by St. Jude Medical in 2005; Conor Medsystems, Inc., a publicly-traded medical device company that was acquired by Johnson & Johnson in 2007 and V-Wave Ltd. (sold to Johnson & Johnson in 2024). He presently sits on the boards of Credence MedSystems, a drug delivery company and Levation Pharma, a specialty pharmaceutical company in the area of facial aesthetics which he co-founded. Dr. Litvack was formerly a Member of the Management Company of Pura Vida Investments, LLC, a healthcare hedge fund that he exited in 2023. Since 2023, he is the Managing Member of Wilhareka Partners LLC. He is serving as a director on the board of Cardiovascular Research Foundation, a non-profit research and education entity. Dr. Frank Litvack, our Executive Chairman, was selected to serve as a member of the Board in part due to his wealth of business-building experience and medical expertise that anchors our activities in sound scientific research and solid business planning and practices. Additionally, as an accomplished veteran of the healthcare industry who has orchestrated the founding, development, financing and sale of several medical technology companies, we believe that Dr. Litvack provides invaluable knowledge and leadership to the Company. David B. Musket. Mr. Musket has been a member of the Capricor, Inc. Board since 2012 and a member of the Company’s Board since November 2013. He currently services as the Chairman of the Company’s Audit and Compensation Committees. Mr. Musket has vast experience in strategic finance and has been following developments in the pharmaceutical and medical device industries for over 30 years. Mr. Musket began his investment career as an equities research analyst at Goldman Sachs & Co. following the pharmaceutical industry. From 1991 through 2016 he served as President of Musket Research Associates, a registered broker/dealer focused exclusively on venture banking transactions for emerging healthcare companies. From 1996 to 2022 he was a General Partner of ProMed Management, a healthcare-focused investment management company. He has served on the boards of several private and public companies throughout his career. From 1999 to 2007, Mr. Musket served on the board of directors of publicly-traded Conor MedSystems, Inc. a medical device company sold to Johnson & Johnson in 2007 for $1.4 billion. Mr. Musket holds a Bachelor of Arts degree in Biology and Psychology from Boston College. Mr. Musket was selected to serve as a member of the Board in part due to his venture capital and investment banking backgrounds and expertise in financing and growing early-stage biopharmaceutical companies. Additionally, Mr. Musket has significant experience with early stage private and public companies and brings a depth of knowledge in building stockholder value, growing a company from inception and navigating significant corporate transactions and the public company process.
Director Nominees
George W. Dunbar Jr. Mr. Dunbar has been a member of the Capricor, Inc. Board since 2012 and a member of the Company’s Board since November 2013. He is currently a member of the Company’s Audit and Compensation Committees. He has been a Managing Partner of The Dunbar Group, LLC since 2011, and provides advisory services to healthcare and life science investors and companies who recognize they need short-term or interim industry expertise as they grow and remain capital efficient. Mr. Dunbar has extensive healthcare and life sciences operating experience and has served as a director or chief executive officer with private and public life science companies specializing in diagnostics, specialty pharma, cell therapy and biologics, two as chief executive officer, where he led initial public offerings. He served as chief executive officer of ISTO Technologies and ISTO Biologics, two private orthobiologics companies acquired by Thompson Street Capital Partners. Prior to ISTO, Mr. Dunbar served as a Venture Partner with Arboretum Ventures, a leading healthcare venture capital firm. Mr. Dunbar attended Auburn University where he graduated with a Bachelor of Science degree in Electrical Engineering, and later received his M.B.A. He served on the Harbert College of Business M.B.A. Advisory Board and is currently an advisor with Life Science Tennessee, and to Vanderbilt University’s Center for Technology Transfer and Commercialization. Mr. Dunbar was selected to serve as a member of the Board in part due to his significant experience with early stage private and public companies and depth of knowledge in building stockholder value, growing a company from inception and navigating significant corporate transactions and the public company process. Additionally, Mr. Dunbar has extensive experience in the pharmaceutical industry, allowing him to contribute significant operational experience. Karimah Es Sabar. Ms. Es Sabar joined the Company’s Board in July 2021 and is currently the Chairman of the Company’s Nominating and Corporate Governance Committee. She is a corporate director and strategic advisor for private and not for profit organizations. From 2016-2025 she has been the CEO and General Partner at Quark Venture LP, a venture capital investment firm, leading their global health sciences enterprise. Prior to Quark Venture, Ms. Es Sabar was President and CEO at the Centre for Drug Research and Development (CDRD), Canada’s national drug development and commercialization center, responsible for developing and executing on the overall strategic direction. Ms. Es Sabar has held senior management positions with multinational pharmaceutical companies, most notably as Director International Division, and later Global Head Marketing and Business Development at Sanofi Pasteur based in Toronto. She holds degrees in Neurochemistry from the Institute of Psychiatry, University of London, in Biochemistry and Chemistry from the University of Salford Manchester, and an Executive Certificate in Management and Leadership from the MIT Sloan School of Management. Ms. Es Sabar is also the Chair of the Health Biosciences Economic Strategy Table (Government of Canada) and she serves on the board of directors of several biosciences companies. She is a Member of the Order of British Columbia, and recipient of Canada’s Most Powerful Women: Top 100 Award and Canada’s Gold Award for Business Excellence amongst others. Ms. Es Sabar was selected to serve as a member of the Board in part due to her significant experience with early stage private and public companies and brings a depth of knowledge in building stockholder value, growing a company from inception and navigating significant corporate transactions and the public company process. Additionally, Ms. Es Sabar has expertise in the innovation ecosystem and has extensive experience in the pharmaceutical industry, allowing her to contribute significant operational experience. Paul G. Auwaerter, M.D., M.B.A., FIDSA. Dr. Paul Auwaerter joined the Company’s Board in July 2023 and is currently a member of the Company’s Nominating and Corporate Governance Committee. He is the Sherrilyn and Ken Fisher Professor of Medicine at the Johns Hopkins University School of Medicine, where he also serves as Director of the Division of Infectious Diseases and Director of the Sherrilyn and Ken Fisher Center for Environmental Infectious Diseases. Dr. Auwaerter is the Executive Director and Chief Medical Officer of the Johns Hopkins Point-of-Care Information Technology (POC-IT) Center, a globally recognized clinical decision support initiative that develops widely used digital tools, including the Johns Hopkins ABX Guide, HIV Guide, and other specialty resources. He has served as Editor-in-Chief of the ABX Guide since 2017. An internationally recognized clinician-scientist with training in virology and immunology, Dr. Auwaerter has authored more than 130 peer-reviewed publications focused on improving the diagnosis and management of infectious diseases, with particular expertise in Lyme disease, fever of unknown origin, and complex multisystem infections. He chaired therapeutic guidance for the Johns Hopkins Health System response to COVID-19. His work bridges clinical medicine, digital health innovation, and translational research relevant to therapeutic development and real-world evidence generation. Dr. Auwaerter is a past President of the Infectious Diseases Society of America (2017–2018) and former Chair of the IDSA Foundation. He has participated in FDA anti-infective advisory and review activities and has contributed to clinical guideline development and therapeutic evaluation efforts relevant to regulatory and clinical trial frameworks. He currently serves on the Board of Directors of the American Lyme Disease Foundation. He received his A.B. and M.D. from Columbia University and completed his residency and fellowship training in internal medicine and infectious diseases at Johns Hopkins, where he has been on faculty for over three decades. He also holds an M.B.A. from Johns Hopkins University. Dr. Paul Auwaerter was selected to serve as a member of the Board in part due to his extensive medical background, including expertise in infectious diseases.
Director Nominees
Philip J. Gotwals, Ph.D. Dr. Philip Gotwals joined the Company’s Board in July 2023 and is currently a member of the Company’s Compensation Committee. Dr. Gotwals has experience in drug development, research, corporate strategy and business development with a career spanning nearly 30 years in the biotechnology industry. Dr. Gotwals has been a Partner at RedSky Partners, LLC, which provides advisory services to the biotechnology industry in the areas of corporate strategy and business development since 2023. Previously, Dr. Gotwals served as the Global Head, Vice President of Business Development and Licensing at Novartis Institutes for Biomedical Research (NIBR) from 2019 to 2023, where he oversaw business development efforts for all disease areas and technology platforms. Prior to that, Dr. Gotwals was Global Head of Search and Evaluation of NIBR from 2017 to 2019. Dr. Gotwals also served as Executive Director, Immuno-Oncology, at NIBR from 2009 to 2017. Under Dr. Gotwals’ leadership, NIBR business development and licensing executed over 50 major strategic transactions which included licensing deals, collaborations, acquisitions and new company creations. These transactions led to significant corporate evolution and growth. During his 13 years at NIBR, Dr. Gotwals was instrumental in building the company’s immuno-oncology strategic research area and spearheading the collaboration with the University of Pennsylvania to develop chimeric antigen receptor (CAR) T-cell therapies. Prior to NIBR, he was Vice President of Program Management at Altus Pharmaceuticals from 2006 to 2009, where he was responsible for all product development project management activities. Prior to Altus, he was Senior Director of Program and Alliance Management at Biogen, from 1994 to 2006, where he oversaw leadership of internal and allied early product development teams in the autoimmune, neurology and oncology therapeutic areas. Dr. Gotwals has a B.A. in Biology from Amherst College, holds a Ph.D. in Genetics from the University of California at Berkeley, completed postdoctoral research at the Massachusetts Institute of Technology, business training at Harvard Business School and has published extensively in the area of integrin biology. Dr. Gotwals was selected to serve as a member of the Board in part due to his significant experience with early stage private and public companies and brings a depth of knowledge in building stockholder value, growing a company from inception and navigating significant corporate transactions and the public company process. Additionally, Dr. Gotwals has extensive experience in the pharmaceutical industry, allowing him to contribute significant operational experience. Michael Kelliher. Michael Kelliher joined the Company’s Board in September 2023 and is currently a member of the Company’s Audit Committee. Mr. Kelliher is an experienced business development and finance professional with expertise in corporate strategy, mergers and acquisitions, strategic partnerships and licensing, with a career spanning more than 20 years with leading biotechnology and global pharmaceutical companies. He joined Ardelyx (Nasdaq: ARDX) in 2024, a company focused on discovering, developing and commercializing first-in-class targeted therapies that advance patient care, as Executive Vice President of Corporate Development and Strategy and currently services as Chief Business Officer. There, he has responsibility for strategy, business development, and M&A. Prior to Ardelyx, Mr. Kelliher served as Group Vice President, M&A and Business Development, at Horizon Therapeutics (now Amgen), a global biotechnology company focused on researching, developing and commercializing medicines for rare, autoimmune and severe inflammatory diseases. During Mr. Kelliher’s 9-year tenure at Horizon, he led an aggressive growth and expansion agenda through acquisitions, development collaborations and other transactions. He was instrumental in transforming Horizon into a $28.0 billion innovation-driven biotech company. Prior to his time at Horizon, from 2009 to 2014, Mr. Kelliher held progressive financial roles at Elan Corporation (now Perrigo Company), a leading global pharmaceutical company where he oversaw strategic partnerships and collaborations and advised its board of directors and senior leadership on investments, business development, product commercialization and asset monetization. Mr. Kelliher began his career in banking, public accounting and corporate finance and holds a Bachelor of Commerce degree from the University College Cork (Ireland). He is also an Associated Chartered Accountant. Mr. Kelliher was selected to serve as a member of the Board in part due to his significant experience with early stage private and public companies and brings a depth of knowledge in building stockholder value, growing a company from inception and navigating significant corporate transactions and the public company process. Additionally, Mr. Kelliher has extensive experience in the pharmaceutical industry, allowing him to contribute significant operational experience.
Overview
Overview Our current executive compensation program is intended to align executive compensation with our business objectives and to enable us to attract, retain and reward executive officers who contribute to our long-term success. The compensation paid or awarded to our executive officers is generally based on the assessment of each individual’s performance compared against the business objectives established for the fiscal year as well as our historical compensation practices. For 2025, the material elements of our executive compensation program were base salary, annual cash bonuses and equity awards in the form of options and RSUs. This section provides a discussion of the compensation paid or awarded to our Chief Executive Officer and our two other most-highly compensated executive officers as of December 31, 2025. We refer to these individuals as our “named executive officers.” For 2025, our named executive officers were:
Competitive Market Review for 2025
Competitive Market Review for 2025 In evaluating compensation decisions for 2025 base salaries, cash bonus opportunities, and equity awards for our named executive officers, the Compensation Committee considered competitive market data derived from a selected peer group of companies (the “2025 Peer Group”), established based on factors such as industry sector, stage of development, employee headcount, and market capitalization. The Compensation Committee assessed the competitiveness of our executive compensation program by comparing key elements of compensation, including base salary, target bonus, and equity incentives, against corresponding data from the 2025 Peer Group. Based on this review, the Compensation Committee determined that the compensation of our named executive officers for 2025 was generally aligned with market practices. In addition, the Compensation Committee reviewed data from third-party life sciences compensation surveys and industry analyses in evaluating relevant compensation metrics.
2025 Summary Compensation Table
2025 Summary Compensation Table The following summary compensation table reflects cash and non-cash compensation for the 2025 and 2024 fiscal years awarded to or earned by our named executive officers.
2025 Summary Compensation Table
| | | | | Option | Stock | All Other | | | Name and Principal Position | Year | Salary ($) | Bonus ($) | Awards($)(1) | Awards($)(2) | Compensation ($)(3) | Total ($) | | Linda Marbán, Ph.D. | 2025 | $300,000 | $270,000 | $2,940,920 | $— | $10,645 | $3,521,565 | | Chief Executive Officer | 2024 | $229,300 | $150,680(4) | $1,150,000 | $— | $9,882 | $1,539,862 | | Karen Krasney, J.D. | 2025 | $391,768 | $97,950 | $768,840 | $— | $11,000 | $1,269,558 | | Executive Vice President & General Counsel | 2024 | $376,700 | $113,010 | $368,000 | $— | $11,850 | $869,560 | | Anthony Bergmann, M.B.A. | 2025 | $425,000 | $148,750 | $1,036,046 | $49,996 | $11,000 | $1,670,792 | | Chief Financial Officer | 2024 | $376,700 | $150,680 | $391,000 | $— | $11,850 | $930,230 |
2025 Summary Compensation Table
| (1) Amounts reflect the grant date fair value of awards granted under our various Equity Incentive Plans, computed pursuant to Financial Accounting Standards Board’s Accounting Standards Codification 718 (“ASC 718”) “Compensation – Stock Compensation.” Assumptions used in the calculation of these amounts are included in Note 11 – “Stock-Based Compensation,” of the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 17, 2026. For additional information, see the “Outstanding Equity Awards at Fiscal Year-End” table for information regarding all option awards outstanding as of December 31, 2025. |
2025 Summary Compensation Table
| (2) Amounts reflect the grant date fair value of restricted stock awards granted under the 2021 Equity Incentive Plan, computed pursuant to ASC 718. Assumptions used in the calculation of these amounts are included in Note 11 – “Stock-Based Compensation,” of the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 17, 2026. |
2025 Summary Compensation Table
| (3) Represents premiums contributed by the Company for the employee’s health reimbursement account and matching contributions contributed by the Company to each NEO’s account in the Company’s 401(k) Plan. |
2025 Summary Compensation Table
| (4) This amount reflects the cash bonus that Dr. Marbán was awarded with respect to 2024. Dr. Marbán elected to convert $100,000 of her cash bonus into stock options. Pursuant to this election, she received an option award for 14,396 shares of common stock that were deemed fully vested upon the grant date of January 2, 2025. |
Employment Agreements and Potential Payments Upon Termination or Change in Control
Employment Agreements and Potential Payments Upon Termination or Change in Control
2025 Outstanding Equity Awards at Fiscal Year-End
2025 Outstanding Equity Awards at Fiscal Year-End The following table sets forth information concerning unexercised stock options held by the named executive officers at December 31, 2025. The options issued under the 2012 Restated Equity Incentive Plan, 2020 Equity Incentive Plan and 2021 Equity Incentive Plan are subject to early exercise. If the option holder elects to take advantage of the early exercise feature and purchase shares prior to the vesting of such shares, the shares will be deemed restricted stock and will be subject to a repurchase option in favor of the Company if the option holder’s service to the Company terminates prior to vesting. As of December 31, 2025, none of our named executive officers have early exercised their stock options.
2025 Outstanding Equity Awards at Fiscal Year-End
| | | | Equity Incentive | | | | | | | Plan Awards: | | | | | Number of | Number of | Number of | | | | | Securities | Securities | Securities | | | | | Underlying | Underlying | Underlying | | | | | Unexercised | Unexercised | Unexercised | Option | | | | Options | Options | Unearned | Exercise | Option | | Name | Exercisable | Unexercisable | Options | Price ($) | Expiration Date | | Linda Marbán, Ph.D. | 19,999 | — | — | 1.39 | 01/03/2027 | | | 9,998 | — | — | 1.39 | 01/02/2028 | | | 25,000 | — | — | 1.39 | 08/08/2029 | | | 368,449 | — | — | 1.39 | 02/12/2030 | | | 458,693 | — | — | 3.74 | 01/04/2031 | | | 369,958 | 7,872 | — | 3.18 | 01/03/2032(1) | | | 98,437 | 36,563 | — | 3.85 | 01/03/2033(2) | | | 9,633 | — | — | 5.12 | 01/02/2034(3) | | | 119,791 | 130,209 | — | 5.12 | 01/02/2034(4) | | | 48,125 | 161,875 | — | 14.96 | 01/02/2035(5) | | | 20,566 | — | — | 14.96 | 01/02/2035(6) | | | 14,396 | — | — | 14.96 | 01/02/2035(6) | | Karen Krasney, J.D. | 3,500 | — | — | 1.39 | 01/02/2028 | | | 14,000 | — | — | 1.39 | 08/08/2029 | | | 104,908 | — | — | 1.39 | 02/12/2030 | | | 95,693 | — | — | 3.74 | 01/04/2031 | | | 82,328 | 1,752 | — | 3.18 | 01/03/2032(1) | | | 11,878 | — | — | 3.85 | 01/03/2033(7) | | | 58,333 | 21,667 | — | 3.85 | 01/03/2033(2) | | | 7,140 | — | — | 5.12 | 01/02/2034(3) | | | 38,333 | 41,667 | — | 5.12 | 01/02/2034(4) | | | 13,750 | 46,250 | — | 14.96 | 01/02/2035(5) | | Anthony Bergmann, M.B.A. | 3,000 | — | — | 1.39 | 06/02/2026 | | | 3,500 | — | — | 1.39 | 01/03/2027 | | | 5,000 | — | — | 1.39 | 01/02/2028 | | | 14,000 | — | — | 1.39 | 08/08/2029 | | | 120,003 | — | — | 1.39 | 02/12/2030 | | | 95,693 | — | — | 3.74 | 01/04/2031 | | | 163,501 | 3,479 | — | 3.18 | 01/03/2032(1) | | | 61,979 | 23,021 | — | 3.85 | 01/03/2033(2) | | | 9,692 | — | — | 5.12 | 01/02/2034(3) | | | 40,729 | 44,271 | — | 5.12 | 01/02/2034(4) | | | 17,187 | 57,813 | — | 14.96 | 01/02/2035(5) | | | 6,170 | — | — | 14.96 | 01/02/2035(6) |
2025 Outstanding Equity Awards at Fiscal Year-End
| (1) Vesting schedule is as follows: The shares of common stock subject to this option vest 1/48th per month commencing February 1, 2022. |
2025 Outstanding Equity Awards at Fiscal Year-End
| (2) Vesting schedule is as follows: The shares of common stock subject to this option vest 1/48th per month commencing February 1, 2023. |
2025 Outstanding Equity Awards at Fiscal Year-End
| (3) Vesting schedule is as follows: Fully vested upon issuance on January 2, 2024. |
2025 Outstanding Equity Awards at Fiscal Year-End
| (4) Vesting schedule is as follows: The shares of common stock subject to this option vest 1/48th per month commencing February 1, 2024. |
2025 Outstanding Equity Awards at Fiscal Year-End
| (5) Vesting schedule is as follows: The shares of common stock subject to this option vest 1/48th per month commencing February 1, 2025. |
2025 Outstanding Equity Awards at Fiscal Year-End
| (6) Vesting schedule is as follows: Fully vested upon issuance on January 2, 2025. |
2025 Outstanding Equity Awards at Fiscal Year-End
| (7) Vesting schedule is as follows: Fully vested upon issuance on January 3, 2023. |
Pay Versus-Performance Table and Discussion
| (2) The SEC’s rules require certain adjustment be made to the “Summary Compensation Table” totals to determine “compensation actually paid” as reported in the “Pay Versus Performance Table” above. For purposes of the equity award adjustments shown below, no equity awards were cancelled due to a failure to meet vesting conditions and no dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date were not otherwise included in the total compensation for the covered fiscal year. In calculating the “compensation actually paid” amounts reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations was computed in accordance with FASB ASC Topic 718. The valuation assumptions used to calculate such fair values did not materially differ from those disclosed at the time of grant. The following tables detail the applicable adjustments that were made to the determine “compensation actually paid” (all amounts are averages for the NEOs other than the PEO). |
Pay Versus-Performance Table and Discussion
| Year | Summary Compensation Table Total for PEO | Deduct Option Awards (A) | Equity Award Adjustment (B) | Compensation Actually Paid to PEO | | 2025 | $3,521,565 | $2,940,920 | $6,650,031 | $7,230,676 | | 2024 | 1,539,862 | 1,150,000 | 4,717,848 | 5,107,710 | | 2023 | 774,300 | 466,695 | 843,184 | 1,150,789 |
Pay Versus-Performance Table and Discussion
| Year | Summary Compensation Table Total for Non-PEO NEO | Deduct Option Awards (A) | Equity Award Adjustment (B) | Compensation Actually Paid to Non-PEO NEO | | 2025 | $1,470,175 | $902,443 | $2,200,661 | $2,768,393 | | 2024 | 899,895 | 379,500 | 1,683,675 | 2,204,070 | | 2023 | 740,639 | 285,203 | 322,802 | 778,238 |
Pay Versus Performance Comparative Disclosure
Pay Versus Performance Comparative Disclosure The Company uses several measures to reward achievement of our specific annual and long-term strategic goals, however, all of those performance measures are not presented in the Pay Versus Performance Table set forth above. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance Table.
Compensation Actually Paid and Net Loss
Compensation Actually Paid and Net Loss The SEC’s rules require that net loss be presented as a performance measure in the Pay Versus Performance Table above. The graph below shows the relationship between compensation actually paid to our PEO and the average of the compensation actually paid to our other NEOs and net loss attributable to the Company over the three fiscal years ending December 31, 2025, as reported in the Company consolidated financial statements.
Compensation Actually Paid and Company TSR
Compensation Actually Paid and Company TSR The SEC’s rules require that TSR be presented as a performance measure in the Pay Versus Performance Table above. The graph below shows the relationship between (1) compensation actually paid to our PEO and the average of the compensation actually paid to our other NEOs and (2) our cumulative TSR, over the three fiscal years ending December 31, 2025.
NON-EMPLOYEE DIRECTOR COMPENSATION
NON-EMPLOYEE DIRECTOR COMPENSATION We have adopted a non-employee director compensation program comprised of cash and equity components, designed to attract and retain highly qualified directors and align their interests with the long-term interests of our stockholders. The Compensation Committee oversees this program and, when appropriate, recommends changes to the Board of Directors. In conducting its review, the Compensation Committee may engage an independent compensation consultant; however, it retains full discretion and decision-making authority with respect to director compensation.
2025 Director Compensation Table
2025 Director Compensation Table The following table sets forth the compensation received by our directors in fiscal year 2025. Dr. Marbán is not listed below because she is an employee of the Company and receives no additional compensation for serving on our Board or its committees. Please see the 2025 Summary Compensation Table for the compensation received by Dr. Marbán for her service as our Chief Executive Officer.
2025 Director Compensation Table
| | Fees Earned or | | All Other | | | Name | Paid in Cash | Option Awards(1)(2) | Compensation | Total | | Frank Litvack, M.D. | $— | $615,350 | $120,000(3) | $735,350 | | David B. Musket | $85,000 | $295,601 | $— | $380,601 | | George W. Dunbar Jr., M.B.A. | $65,000 | $260,595 | $— | $325,595 | | Karimah Es Sabar | $52,500 | $247,467 | $— | $299,967 | | Paul Auwaerter, M.D., M.B.A. | $50,000(4) | $234,340 | $— | $284,340 | | Philip Gotwals, Ph.D. | $58,750 | $243,092 | $— | $301,842 | | Michael Kelliher | $55,000 | $234,340 | $— | $289,340 |
2025 Director Compensation Table
| (1) Amounts reflect the grant date fair value of awards granted under the 2021 Equity Incentive Plan computed pursuant to Financial Accounting Standards Board’s Accounting Standards Codification 718 “Compensation – Stock Compensation.” Assumptions used in the calculation of these amounts are included in Note 11 – “Stock-Based Compensation” of the Notes to the Consolidated Financial Statements included in the Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 17, 2026. |
2025 Director Compensation Table
| (2) Options granted for the following number of shares were outstanding as of December 31, 2025: Dr. Litvack – 1,215,532 shares; Mr. Musket – 411,466 shares; Mr. Dunbar – 366,924 shares; Ms. Es Sabar – 251,220 shares; Dr. Auwaerter – 171,030 shares; Dr. Gotwals – 171,800 shares; and Mr. Kelliher – 199,000 shares. |
2025 Director Compensation Table
| (3) Pursuant to the terms of a Consulting Agreement, dated March 24, 2014, Capricor, Inc. paid to Dr. Litvack $10,000 per month, for an aggregate of $120,000, during the year ended December 31, 2025, as consideration for consulting services. |
2025 Director Compensation Table
| (4) This amount reflects the cash award that Dr. Auwaerter earned with respect to 2025. Dr. Auwaerter elected to convert $50,000 of his cash award earned into stock options. Pursuant to this election, he received an option award for 6,780 shares of common stock that were deemed fully vested upon the grant date of January 5, 2026. |