Linda Marbán
CAPRICOR THERAPEUTICSAbout Linda Marbán
Linda Marbán, Ph.D., is President, Chief Executive Officer, and Director of Capricor Therapeutics. Age 61 as of April 1, 2025; director since 2013; co‑founder of Capricor, Inc. and CEO since 2010; >20 years in biotechnology spanning research, product development, and business development. Education: Ph.D. in cardiac physiology (Case Western Reserve University) and B.S. (University of Maryland); academic research at Cleveland Clinic and Johns Hopkins (Research Assistant Professor, Pediatrics, 2000–2003) . Pay-versus-performance shows strong multi-year TSR alongside continued net losses: cumulative value of an initial $100 investment rose to $471 by 2024, while FY 2024 net loss was $40.47M . Revenues grew sharply in 2023 then moderated in 2024; EBITDA losses widened in 2024 compared to 2023 (*Values retrieved from S&P Global).
Pay, TSR, and Financial Performance (FY)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cumulative TSR – $100 Initial Investment | $132 | $167 | $471 |
| Revenues (USD) | $2,551,469* | $25,178,066* | $22,270,465* |
| Net Income (USD) | $(29,019,532)* | $(22,287,542) | $(40,467,186) |
| EBITDA (USD) | $(29,164,252)* | $(23,008,977)* | $(41,139,628)* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Capricor, Inc. (wholly owned subsidiary) | Co‑founder; Chief Executive Officer | 2010–present | Built platform and led development programs; business development leadership |
| Capricor Therapeutics, Inc. | Director | 2013–present | Governance and strategic oversight as CEO-director |
| Excigen, Inc. | Senior roles (operations, BD) | 2003–2009 | Oversaw gene therapy initiatives including biologic cardiac pacemaker |
| Cleveland Clinic Foundation | Research (cardiac) | Prior to 2000 | Research on contractile dysfunction in heart failure |
| Johns Hopkins University (Dept. of Pediatrics) | Research Assistant Professor | 2000–2003 | Advanced biophysical research in cardiac muscle |
External Roles
No current external public-company directorships or committee roles disclosed for Dr. Marbán in the 2025 proxy. Skip if not disclosed .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary | $220,500 | $229,300 | 4% COLA applied to 2024 base |
| Target Bonus (% of Salary) | Not disclosed | 40% | Target set annually by Board |
| Actual Bonus Paid | $77,100 | $150,680 | 2024 payout based on regulatory, financing, stock appreciation, and goals |
| Director Fees | N/A | N/A | CEO receives no additional director compensation |
| “All Other” Compensation | $10,005 | $9,882 | HRA premiums and 401(k) match |
Performance Compensation
| Incentive | Metric(s) | Weighting | Target | Actual/Payout | Vesting/Structure |
|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Corporate and departmental goals: deramiocel regulatory milestones; successful financing; stock price appreciation | Not disclosed | 40% of base salary | $150,680 awarded | Cash; $100,000 elected into fully vested options (14,396 sh) granted Jan 2, 2025 |
| Annual Equity Award (2024) | Long-term alignment via stock options | Not applicable | Not disclosed | Option awards grant-date fair value $1,150,000 | 250,000 options vest 1/48 monthly from Feb 1, 2024; exercise at FMV |
| Extraordinary Bonus (Jan 2025) | Deramiocel regulatory progress, stock performance, financing | Not disclosed | Not applicable | 20,566 options valued at $250,000 granted Jan 2025 | Equity; grant at FMV; vesting per award agreement |
| Bonus-to-Equity Election (2023) | Same annual bonus plan | Not disclosed | Not disclosed | $26,985 of cash bonus converted to fully vested options (9,633 sh) granted Jan 2, 2024 | Fully vested upon grant |
Equity Ownership & Alignment
| Ownership Detail (as of 3/31/2025) | Amount | % of Outstanding | Notes |
|---|---|---|---|
| Total Beneficial Ownership | 1,633,199 shares | 3.5% | Based on 45,676,887 shares outstanding |
| Direct Holdings | 211,104 shares | — | Personal ownership |
| Joint Holdings | 920 shares (with Eduardo Marbán) | — | JTWROS |
| Options Exercisable/Exercisable within 60 days | 1,421,175 shares | — | Under 2012, 2020, 2021 plans; early exercise feature disclosed but not utilized |
| Hedging/Pledging | Prohibited (hedging); pledging requires pre‑clearance | — | No pledging by Marbán disclosed |
| Stock Ownership Guidelines | Not disclosed | — | — |
Outstanding Equity Awards (Selected Tranches at 12/31/2024)
| Tranche | Exercisable | Unexercisable | Exercise Price | Expiration | Vesting Details |
|---|---|---|---|---|---|
| 2010–2013 legacy options | 25,000 | — | $1.39 | 03/03/2025 | Legacy grants |
| 2021 grant | 449,136 | 9,557 | $3.74 | 01/04/2031 | 1/48 monthly from Feb 1, 2021 |
| 2022 grant | 275,501 | 102,329 | $3.18 | 01/03/2032 | 1/48 monthly from Feb 1, 2022 |
| 2023 grant | 64,687 | 70,313 | $3.85 | 01/03/2033 | 1/48 monthly from Feb 1, 2023 |
| 2024 fully vested options (bonus election) | 9,633 | — | $5.12 | 01/02/2034 | Fully vested upon Jan 2, 2024 grant |
| 2024 annual grant | 57,291 | 192,709 | $5.12 | 01/02/2034 | 1/48 monthly from Feb 1, 2024 |
| 2025 fully vested options (bonus election) | 14,396 | — | Not disclosed | Grant 01/02/2025 | Fully vested upon grant |
| 2025 extraordinary bonus | 20,566 | Not disclosed | Not disclosed | Granted Jan 2025 | Value $250,000 at grant |
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | Restated & amended agreement dated June 5, 2019 (Capricor, Inc. and Dr. Marbán) |
| At‑Will Status | Employment is at‑will |
| Base Salary (2024) | $229,300 |
| 2024 Bonus | $150,680; $100,000 converted to fully vested options Jan 2, 2025; $50,680 paid Feb 28, 2025 |
| Restrictive Covenants | Employee invention assignment, non‑disclosure, non‑solicitation, non‑competition agreement |
| Severance | If terminated without cause or resigns for good reason → 12 months’ salary (increased from 6 months in March 2025) |
| Change‑of‑Control (Equity) | 2025 Equity Plan permits Administrator to accelerate vesting, cancel for cash consideration, or assume/substitute awards in Corporate Transaction; 409A compliance provisions apply |
Board Governance
- Board Service: Director since 2013; CEO and President dual role. Independence: not independent due to employment .
- Leadership Structure: Separation of CEO and Executive Chairman (Frank Litvack) to reinforce independence and objective oversight .
- Committee Roles: Dr. Marbán serves on no Board committees. 2024 committees and chairs: Audit (Musket, Chair), Compensation (Musket, Chair), Nominating & Governance (Collier, Chair). Meeting counts: Audit 4, Compensation 3, Nominating 1; most directors attended ≥75% of meetings; Linda attended 2024 Annual Meeting .
- Executive Sessions: Independent directors meet in executive session periodically per Nasdaq rules .
Director Compensation (for context)
Non‑employee directors receive option-valued retainers ($70,000) and committee retainers ($7,500–$20,000), plus annual option grants valued at $150,000; Executive Chairman has separate consulting arrangement ($120,000/year) and option grants. CEO receives no additional director compensation .
Compensation Structure Analysis
- Mix and Trends: 2024 option awards increased to $1.15M from $466,695 in 2023, signaling higher equity-at-risk exposure; annual base rose modestly (4% COLA) . Extraordinary option bonus in Jan 2025 adds incremental equity incentives .
- Pay-for-Performance: Annual bonus targets pegged to regulatory milestones (deramiocel), financing completion, and stock appreciation; 2024 payouts ranged 30%–66% of salary across NEOs; Dr. Marbán’s 2024 bonus equates to ~66% of base .
- Discretionary Elements: Board granted extraordinary equity awards post-2024 for regulatory and financing achievements, reflecting discretionary recognition .
- Clawbacks/Hedging/Pledging: Insider Trading Policy prohibits hedging; pledging requires pre‑clearance—no clawback policy disclosure located in proxy excerpts; anti-hedging reduces misalignment risk .
- Equity Plan Flexibility: 2025 Plan allows award exchanges, repricing via “Exchange Program” without stockholder approval—can be a red flag if used; no use disclosed .
Vesting Schedules and Insider Selling Pressure
- Vesting cadence predominately monthly over 48 months for annual grants; fully vested option grants tied to bonus elections create immediate liquidity potential upon exercise if options are in-the-money .
- Outstanding exercisable options within 60 days total 1,421,175 shares for Dr. Marbán, indicating capacity for sizable exercises; no pledging disclosed; hedging prohibited .
Equity Ownership & Alignment Signals
- Skin-in-the-Game: 3.5% beneficial ownership; significant option exposure aligns with shareholder upside .
- Ownership Guidelines: Not disclosed; compliance status not disclosed in proxy excerpts.
- Early Exercise Feature: Plans permit early exercise converting to restricted stock; Dr. Marbán has not early exercised as of March 31, 2025 .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Revenues (USD) | $2,551,469* | $25,178,066* | $22,270,465* |
| Net Income (USD) | $(29,019,532)* | $(22,287,542) | $(40,467,186) |
| Cumulative TSR – $100 Initial Investment | $132 | $167 | $471 |
*Values retrieved from S&P Global.
- Highlights: Strong stock performance into 2024, driven by regulatory progress and financing milestones tied to the deramiocel program; however, net losses expanded with EBITDA deterioration in 2024 (*Values retrieved from S&P Global), underscoring execution risk in development-stage scaling.
Employment & Contracts
| Item | Detail |
|---|---|
| Start with Capricor | With company since 2005; CEO since 2010; Director since 2013 |
| Agreement Date | June 5, 2019 (restated and amended) |
| Severance | 12 months’ salary (as of March 2025), if terminated without cause or resigns for good reason |
| Non‑compete / Non‑solicit | Executed agreements covering invention assignment, confidentiality, non‑solicitation, non‑competition |
| Change‑of‑Control | Equity awards subject to Administrator discretion for vesting acceleration/assumption/cash-out; 409A compliance |
Board Service History and Dual-Role Implications
- Board Tenure: Director since 2013 .
- Committee Assignments: None; not independent due to CEO role .
- Dual Role: CEO + Director with separate Executive Chairman structure helps mitigate concentration of authority and supports independent oversight .
- Attendance: Attended the 2024 Annual Meeting; Board met 8 times in 2024; independent executive sessions held periodically .
Say‑on‑Pay & Shareholder Feedback
- Annual Say‑on‑Pay conducted; Board recommends voting FOR 2025 NEO compensation package; specific approval percentages not disclosed in excerpts .
Compensation Peer Group (2024)
Peer set used for market positioning: Abeona, Arcturus, Dyne, Edgewise, Editas, Fate, Lineage Cell, Sana, Solid Biosciences, Wave Life Sciences; Compensation Committee assessed base, target bonus, equity vs peers; determined market competitive positioning .
Investment Implications
- Alignment: High equity mix (annual options, bonus‑to‑option elections, extraordinary equity awards) and 3.5% beneficial ownership strengthen alignment; hedging prohibited and no pledging disclosed reduces misalignment risk .
- Retention: Severance increased to 12 months’ salary in March 2025, enhancing retention protections; monthly vesting cadence supports continued tenure .
- Trading Signals: Fully vested option grants tied to bonus elections (2024, 2025) create potential near‑term exercise/sale pressure if options are in‑the‑money; large pool of options exercisable within 60 days (1.42M sh) warrants monitoring of Form 4 activity around catalysts .
- Risk/Execution: While TSR improved markedly through 2024, widening losses and negative EBITDA in 2024 highlight funding and development execution risk; compensation metrics tied to regulatory milestones and financing are appropriate for stage but may incentivize near‑term events over long‑term profitability (*Values retrieved from S&P Global) .