CAPRICOR THERAPEUTICS INC (CAPR)
Sector: Health Care
2026 Annual Meeting Analysis
CAPRICOR THERAPEUTICS INC · Meeting: June 4, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Dr. Marbán has served as CEO and director since 2013; the company's 3-year price return of 644.6% outpaces XBI — SPDR S&P Biotech ETF by +575.3 percentage points, well above the 65-point threshold required to trigger an against vote, so no TSR concern applies; no overboarding, attendance, or independence issues identified.
Dr. Litvack has served as Executive Chairman since 2013; the company's 3-year TSR vastly outperforms XBI — SPDR S&P Biotech ETF (+575.3pp vs. 65pp threshold), so no TSR trigger fires; he holds no apparent outside public company board seats that would constitute overboarding, and all meeting attendance thresholds are met.
Mr. Musket has served since 2013; strong company TSR well exceeds the XBI — SPDR S&P Biotech ETF benchmark threshold; he chairs both the Audit and Compensation Committees and is designated an audit committee financial expert, satisfying financial expertise requirements; no overboarding or attendance concerns identified.
Mr. Dunbar has served since 2013; the company's 3-year TSR of 644.6% far exceeds the XBI — SPDR S&P Biotech ETF benchmark trigger threshold of 65 percentage points; he brings relevant life sciences operating and board experience; no overboarding or attendance issues identified.
Ms. Es Sabar joined in July 2021 and chairs the Nominating and Corporate Governance Committee; the company's 3-year TSR dramatically outpaces XBI — SPDR S&P Biotech ETF, so no TSR trigger applies; she brings deep pharmaceutical and venture capital expertise relevant to a development-stage biotech; no overboarding or attendance concerns.
Dr. Auwaerter joined in July 2023, which is within 24 months of the meeting date, making him exempt from the TSR trigger under the policy's new-director exemption; he brings strong medical and clinical expertise from Johns Hopkins; no overboarding or attendance issues identified.
Dr. Gotwals joined in July 2023, placing him within the 24-month new-director exemption window from the TSR trigger; his nearly 30 years in biotechnology drug development and business development provides clear relevant expertise; no overboarding or attendance concerns identified.
Mr. Kelliher joined in September 2023, placing him within the 24-month new-director exemption from the TSR trigger; he serves on the Audit Committee and his finance and M&A background provides relevant expertise; no overboarding or attendance concerns identified.
All eight director nominees receive a FOR vote. The company's 3-year price return of 644.6% outperforms XBI — SPDR S&P Biotech ETF by +575.3 percentage points, far exceeding the 65-point threshold required to trigger any TSR-based against vote, so no director faces a performance-based challenge. Three directors (Auwaerter, Gotwals, Kelliher) joined within 24 months and are exempt from the TSR trigger in any case. No overboarding, independence, attendance, or qualification concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Linda Marbán, Ph.D.
Total Comp
$3,521,565
Prior Support
N/A
CEO Linda Marbán received total reported compensation of $3,521,565 for 2025, consisting of a $300,000 base salary, a $270,000 cash bonus (90% of salary, reflecting exceptional performance), and stock option awards valued at approximately $2.94 million; for a biotech CEO at a company that has grown to a $1.8 billion market cap with a 644.6% three-year stock return vastly outperforming XBI — SPDR S&P Biotech ETF, this level of compensation is broadly consistent with benchmark expectations for the role, sector, and size. The pay mix is heavily weighted toward equity and variable pay — fixed salary represents less than 9% of total compensation — which is strongly performance-aligned and well within the policy's requirement that fixed pay not exceed 40% of total pay. The incentive structure is tied to identifiable corporate goals including regulatory milestones for the Deramiocel program, stock price performance, and financing execution, and the company delivered on all of these in 2025, justifying above-target bonus payouts.
Auditor Ratification
✗ AGAINSTAuditor
Rose, Snyder & Jacobs LLP
Tenure
13 yrs
Audit Fees
$107,000
Non-Audit Fees
$135,400
Rose, Snyder & Jacobs LLP has audited Capricor since 2013 (approximately 13 years), which is well below the 25-year tenure threshold that would independently trigger a no vote. However, the non-audit fees for fiscal year 2025 — which include audit-related fees of $103,500, tax fees of $16,900, and all other fees of $15,000 totaling $135,400 — represent approximately 127% of core audit fees of $107,000, far exceeding the policy's 50% threshold. Because the fees paid for services beyond the core audit are larger than the audit itself, there is a meaningful risk that the auditor's financial relationship with management could compromise its independence, triggering a vote against ratification under the policy.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Approval of Amendment to the Certificate of Incorporation Regarding Officer Exculpation
This is a board-proposed charter amendment to add officer exculpation protections that Delaware law has explicitly authorized since August 2022, aligning officer protections with those already enjoyed by directors. The amendment is narrowly scoped — it does not shield officers from liability for breaches of the duty of loyalty, intentional misconduct, knowing violations of law, self-dealing, or derivative claims — meaning meaningful accountability is preserved for serious misconduct. The prior failed vote appears to have been a function of the high approval threshold (majority of all outstanding shares, not just votes cast) rather than active shareholder opposition, and the proposal is consistent with standard Delaware corporate governance practice; supporting it is appropriate as it reduces litigation risk and aids officer recruitment without materially weakening shareholder protections.
Overall Assessment
The 2026 Capricor Therapeutics annual meeting presents five proposals; the company's extraordinary stock performance — a 644.6% three-year return versus XBI — SPDR S&P Biotech ETF — supports FOR votes on all eight director nominees and the say-on-pay advisory vote, while the officer exculpation charter amendment is a routine Delaware governance update warranting support. The sole against vote is on auditor ratification, where non-audit fees of $135,400 represent 127% of core audit fees of $107,000, exceeding the policy's 50% independence threshold.