Capricor Therapeutics, Inc.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant ⌧

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨	Preliminary Proxy Statement

¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x	Definitive Proxy Statement

¨	Definitive Additional Materials

¨	Soliciting Material under §240.14a-12

Capricor Therapeutics, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


x	No fee required.

¨	Fee paid previously with preliminary materials.

¨	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 4, 2026

Dear Stockholders of Capricor Therapeutics, Inc.:

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Capricor Therapeutics, Inc., a Delaware corporation (the “Company”), which will be held on June 4, 2026 at 10:00 a.m. (PDT), or any adjournment or postponement thereof. The Annual Meeting will be held at the Company’s principal executive office located at 10865 Road to the Cure, Suite 150, San Diego, California 92121.

The Annual Meeting will be held for the following purposes, which are more fully described in the accompanying proxy statement:

1.	To elect the eight (8) nominees named in this proxy statement to the Company’s board of directors to serve for a one-year term expiring at our 2027 Annual Meeting of Stockholders;

2.	To ratify the appointment of Rose, Snyder & Jacobs LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;

3.	To approve, by non-binding advisory vote, the resolution approving named executive officer compensation;

4.	To approve a non-binding resolution on the frequency of future votes on our named executive officer compensation;

5.	To consider and act upon approval of an amendment to the Certificate of Incorporation regarding officer exculpation; and

6.	To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The Company’s board of directors has set the Record Date (as defined below) as April 6, 2026. Only stockholders that owned Capricor Therapeutics, Inc. common stock at the close of business on that day are entitled to notice of and may vote at the Annual Meeting or any adjournments or postponements thereof.

rules issued by the Securities and Exchange Commission, we are providing access to our proxy materials both by sending you this full set of proxy materials and by notifying you of the availability of our proxy materials on the Internet.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on June 4, 2026:
The proxy statement and the enclosed proxy card are available at
https://www.capricor.com/investors/sec-filings

Under rules issued by the Securities and Exchange Commission, we are providing access to our proxy materials both by sending you this full set of proxy materials and by notifying you of the availability of our proxy materials on the Internet.

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You may vote your shares at the Annual Meeting only if you are present in person or if you are represented by proxy. All stockholders are invited to attend the Annual Meeting in person. Whether or not you plan to attend the Annual Meeting in person, please complete, date and sign the enclosed proxy and return it in the enclosed envelope as promptly as possible. We urge you to carefully read this entire Proxy Statement, including the documents that we refer to in this Proxy Statement. If you attend the Annual Meeting, you may withdraw the proxy and vote in person. If you have any questions regarding the completion of the enclosed proxy or would like directions to the Annual Meeting, please call (858) 727-1755.

We hope that you will be able to participate in the Annual Meeting. Thank you for your continued support.


	By Order of the Board of Directors,

	CAPRICOR THERAPEUTICS, INC.

	/s/ Linda Marbán, Ph.D.
	Linda Marbán, Ph.D.
	Chief Executive Officer and a Director

San Diego, California

April 10, 2026

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COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING	5
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	10
PROPOSAL 1 – ELECTION OF DIRECTORS	11
INFORMATION REGARDING EXECUTIVE OFFICERS	23
EXECUTIVE COMPENSATION	24
NON-EMPLOYEE DIRECTOR COMPENSATION	32
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	33
PROPOSAL 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	36
AUDIT COMMITTEE REPORT	38
PROPOSAL 3 – ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	39
PROPOSAL 4 – ADVISORY VOTE ON THE FREQUENCY OF FUTURE NON-BINDING ADVISORY VOTES ON THE RESOLUTION APPROVING NAMED EXECUTIVE OFFICER COMPENSATION	40
PROPOSAL 5 – CERTIFICATE OF INCORPORATION AMENDMENT REGARDING OFFICER EXCULPATION	41
STOCK OWNERSHIP INFORMATION	43
OTHER INFORMATION	46

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PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF THE STOCKHOLDERS

TO BE HELD ON JUNE 4, 2026

COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Why am I receiving these materials?

We have sent you these proxy materials because the board of directors (the “Board”) of Capricor Therapeutics, Inc. (sometimes referred to as “we”, “us”, or the “Company”) is soliciting your proxy to vote at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”), including at any adjournments or postponements of the Annual Meeting. You are invited to attend the Annual Meeting in person to vote on the proposals described in this proxy statement.

We intend to mail the proxy solicitation materials, combined with the Annual Report on Form 10-K for our fiscal year ended December 31, 2025, including financial statements, to stockholders on or about April 16, 2026.

How do I attend the Annual Meeting?

The Annual Meeting will be held on June 4, 2026, at 10:00 a.m. PDT. You may attend in person, at our principal executive offices located at 10865 Road to the Cure, Suite 150, San Diego, California 92121. Information on how to vote in person at the Annual Meeting is discussed below.

You will need to have a government-issued photo identification along with either your Notice and Access Card or proof of ownership of our shares of common stock as of the Record Date in order to enter the Annual Meeting. Proof of ownership may be any of the following:

A brokerage statement or letter from a bank or broker indicating ownership on the Record Date;

A printout of the proxy distribution email (if you received your materials electronically); or

A voting instruction form received from your bank, broker or nominee.

Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on April 6, 2026 (the “Record Date”) will be entitled to vote at the Annual Meeting. On the Record Date, there were 57,840,102 shares of our common stock outstanding and entitled to vote. Stockholders will be entitled to one (1) vote on each matter to be voted on for each share of common stock owned as of the close of business on the Record Date. There is no cumulative voting. No other securities are entitled to be voted at the Annual Meeting.

Stockholder of Record: Shares Registered in Your Name

If at the close of business on the Record Date, your shares were registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote in person at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting in person, we urge you to vote by proxy as instructed below to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent

If at the close of business on the Record Date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting in person. However, since you are not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you request and obtain a valid proxy from your broker, bank or other agent.

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What am I voting on?

There are five (5) matters scheduled for a vote:

Election of eight (8) nominees named in this proxy statement to the Board (“Proposal No. 1”);

Ratification of the Audit Committee’s selection of Rose, Snyder & Jacobs LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (“Proposal No. 2”);

To approve a non-binding resolution on our named executive officer compensation (“Proposal No. 3”);

To approve a non-binding resolution on the frequency of future votes on our named executive officer compensation (“Proposal No. 4”); and

To consider and act upon approval of an amendment to the Certificate of Incorporation regarding officer exculpation (“Proposal No. 5”).

What if another matter is properly brought before the Annual Meeting?

The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.

What is the Board’s voting recommendation?

The Board recommends that you vote your shares:

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“For” the election of each of the eight (8) nominees named in this proxy statement to the Board;

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“For” the ratification of the Audit Committee’s selection of Rose, Snyder & Jacobs LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;

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“For” the approval, on a non-binding basis, of the Company’s named executive officer compensation;

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For the approval, on a non-binding basis, of the “One Year” option with respect to the frequency of future votes on the Company’s named executive officer compensation; and

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“For” the approval of an amendment to the Certificate of Incorporation regarding officer exculpation.

How do I vote?

With respect to the election of directors, you may either vote “For” all the nominees to the Board or you may “Withhold” your vote for any nominee you specify. For the ratification of the Audit Committee’s selection of Rose, Snyder & Jacobs LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, for the approval of the Company’s named executive officer compensation, and for the approval of an amendment to the Certificate of Incorporation regarding officer exculpation, you may vote “For” or “Against” or abstain from voting. For the approval on the frequency of future votes on our named executive officer compensation, you may vote “Three Years”, “Two Years”, “One Year”, or abstain from voting. The procedures for voting are fairly simple and depend upon whether your shares are registered in your name or are held by a bank, broker or other agent.

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Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote in person at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting in person, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote in person even if you have already voted by proxy.

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To vote in person, come to the Annual Meeting and we will give you a ballot when you arrive.

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To vote using the proxy card, simply complete, sign and date the proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.

Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Agent

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a notice containing voting instructions from that organization rather than from us. Simply follow the voting instructions in the notice to ensure that your vote is counted. To vote in person at the Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker, bank or other agent to request a proxy form.

How many votes do I have?

On each matter to be voted upon, you have one (1) vote for each share of common stock you own as of the close of business on April 6, 2026, the Record Date.

What if I return a proxy card or otherwise vote but do not make specific choices?

If you return a signed and dated proxy card without marking any voting selections, your shares will be voted in accordance with the recommendations of the Board.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by mail, by telephone, by email or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. In addition, we have retained Campaign Management, LLC to assist with the solicitation of proxies for an estimated fee of $10,000, plus reasonable expenses.

If you have any questions or need assistance voting your shares, please call our proxy solicitor, Campaign Management:

Strategic Stockholder Advisor and Proxy Solicitation Agent

15 West 38th Street, Suite #747

New York, New York 10018

North American Toll-Free Phone:

1-855-422-1042

Email: info@campaign-mgmt.com

Call Collect Outside North America: +1 (212) 632-8422

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What does it mean if I receive more than one Notice?

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on each Notice to ensure that all of your shares are voted.

Can I revoke or change my vote after submitting my proxy?

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

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You may submit another properly completed proxy card with a later date;

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You may send a timely written notice that you are revoking your proxy to our Corporate Secretary at 10865 Road to the Cure, Suite 150, San Diego, California 92121; or

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You may attend the Annual Meeting and vote in person. Simply attending the Annual Meeting will not, by itself, revoke your proxy.

Your most current proxy card is the one that is counted.

If your shares are held by your broker, bank or other agent, you should follow the instructions provided by your broker, bank or other agent.

How are votes counted?

Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count, for Proposal No. 1, “For,” “Withhold” and broker non-votes; for Proposal No. 2, “For,” “Against” and abstentions; for Proposal No. 3, “For,” “Against,” abstentions and broker non-votes; for Proposal No. 4, “3 Years,” “2 Years,” “1 Year,” abstentions and broker non-votes; and for Proposal No. 5, “For,” “Against,” abstentions and broker non-votes.

What are “broker non-votes”?

Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker, bank or other agent holding the shares as to how to vote on matters deemed “non-routine.” Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker, bank or other agent holding the shares. If the beneficial owner does not provide voting instructions, the broker, bank or other agent can still vote the shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. Under the rules and interpretations of the New York Stock Exchange, which generally apply to all brokers, banks or other nominees, including with respect to Nasdaq-listed companies, “non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), amendments to equity plans, and executive compensation, including advisory stockholder votes on executive compensation and on the frequency of stockholder votes on executive compensation. We believe that Proposal No. 2, the ratification of the selection of the independent registered public accounting firm will generally be considered to be a “routine” matter for which brokers, banks or other nominees generally have discretionary voting power. The other proposals are considered non-routine matters that may result in broker non-votes.

Broker non-votes will be counted for the purpose of determining whether a quorum is present at the Annual Meeting. However, as described below, broker non-votes will otherwise have no effect on any of the proposals except Proposal No. 5.

How many votes are needed to approve each proposal?

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Proposal No. 1: Directors are elected by a plurality of the votes of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote for directors. Therefore, for the election of directors, the eight (8) nominees receiving the most “For” votes (from the holders of the votes of the shares present in person or represented by proxy and entitled to vote for directors) will be elected. Only votes “For” or “Withheld” will affect the outcome. Broker non-votes will have no effect.

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Proposal No. 2: To be approved, Proposal No. 2, the ratification of the Audit Committee’s selection of Rose, Snyder & Jacobs LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026, requires the affirmative vote of a majority of the votes cast on the proposal, meaning that the proposal must receive more votes “For” the proposal than votes “Against” the proposal. Abstentions will have no effect. Brokers generally have discretionary authority to vote shares on this proposal. Therefore, we do not expect any broker non-votes on Proposal No. 2.

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Proposal No. 3: To be approved, Proposal No. 3, the advisory approval of the compensation of our named executive officers, requires the affirmative vote of a majority of the votes cast on the proposal, meaning that the proposal must receive more votes “For” the proposal than votes “Against” the proposal. Abstentions and broker non-votes will have no effect. Although the advisory vote on Proposal No. 3 is non-binding, the Board will review the results of the votes and will consider the results in making a determination concerning future executive compensation.

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Proposal No. 4: A plurality of the votes cast for Proposal No. 4 will be considered the stockholders’ preferred frequency for future votes on the Company’s named executive officer compensation. Therefore, the option receiving the most votes (from the holders of the votes of the shares present in person or represented by proxy and entitled to vote) will be selected as the stockholders’ preferred frequency. Abstentions and broker non-votes will have no effect. Although the advisory vote on Proposal No. 4 is non-binding, the Board will review the results of the votes and will consider the results in making a determination concerning the frequency of future votes on executive compensation.

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Proposal No. 5: To be approved, Proposal No. 5, the approval of an amendment to the Certificate of Incorporation regarding officer exculpation, requires the affirmative vote of a majority of all issued and outstanding shares of our common stock. Accordingly, an abstention or broker non-vote will have the same effect as a vote “Against” the proposal.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding a majority of the voting power of the outstanding shares entitled to vote on a matter are present at the Annual Meeting in person or represented by proxy.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other agent) or if you vote in person at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of shares present at the Annual Meeting in person or represented by proxy may adjourn the Annual Meeting to another date.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a Current Report on Form 8-K that we expect to file with the Securities and Exchange Commission (the “SEC”) within four (4) business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K with the SEC within four (4) business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four (4) business days after the final results are known to us, file an additional Form 8-K to publish the final results.

I also have received a copy of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Is that a part of the proxy materials?

We filed our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, with the SEC on March 17, 2026. A copy of our Annual Report on Form 10-K accompanies this proxy statement. Our Annual Report on Form 10-K constitutes our Annual Report to Stockholders, and is being made available to all stockholders entitled to receive notice of and to vote at the Annual Meeting. Except as otherwise stated, the Annual Report on Form 10-K is not incorporated into this proxy statement and should not be considered proxy solicitation material.

When are stockholder proposals due for next year’s annual meeting?

Stockholders may submit proposals on matters appropriate for stockholder action at the 2027 Annual Meeting of Stockholders consistent with Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the

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“Exchange Act”). To be timely and considered for inclusion in proxy materials for our 2027 Annual Meeting of Stockholders, a stockholder proposal must be submitted in writing no later than December 11, 2026 to our Corporate Secretary at 10865 Road to the Cure, Suite 150, San Diego, California 92121. However, if the date of the 2027 Annual Meeting of Stockholders is convened more than 30 days before, or delayed by more than 30 days after, June 4, 2027, to be considered for inclusion in proxy materials for our 2027 Annual Meeting of Stockholders, a stockholder proposal must be submitted in writing to our Corporate Secretary at 10865 Road to the Cure, Suite 150, San Diego, California 92121 a reasonable time before we begin to print and send our proxy materials for our 2027 Annual Meeting of Stockholders. If you would like to submit a matter for consideration at our 2027 Annual Meeting of Stockholders. Please review our Bylaws, which contain requirements regarding advance notice of stockholder proposals. You may view our Bylaws by visiting the SEC’s Internet website at www.sec.gov. In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules stockholders who intend to solicit proxies in support of director nominees other than management’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 5, 2027.

INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

The following table sets forth each member of our Board:


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

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.

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PROPOSAL NO. 1:

ELECTION OF DIRECTORS

Our Board recommends that the nominees below be elected as member of the Board at the Annual Meeting:

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

*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

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

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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.

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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

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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.

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.

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Independence of the Board of Directors

Pursuant to the independence rules of The Nasdaq Stock Market LLC (“Nasdaq”), a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by the board of directors. The Board consults with our counsel to ensure that the Board’s determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of Nasdaq, as in effect from time to time.

Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, or any of his or her family members, and us, our senior management and our independent auditors, the Board has affirmatively determined that the following seven directors are independent directors within the meaning of the applicable Nasdaq listing standards: Dr. Frank Litvack, Mr. David Musket, Mr. George Dunbar, Ms. Es Sabar, Dr. Paul Auwaerter, Dr. Philip Gotwals and Mr. Michael Kelliher. In making this determination, the Board found that none of these directors had a material or other disqualifying relationship with us. In addition to transactions required to be disclosed under SEC rules, the Board considered certain other relationships in making its independence determinations, and determined in each case that such other relationships did not impair the director’s ability to exercise independent judgment on our behalf. Each of our standing Board committees entirely consist of, and throughout fiscal year 2025 consisted of, independent directors.

Dr. Linda Marbán, our President and Chief Executive Officer, is not an independent director by virtue of her employment with the Company.

Board Meetings and Committees

During the last fiscal year, the Board met fourteen (14) times and took action by unanimous written consent six (6) times. All directors attended at least 75% of the aggregate number of meetings of the Board and of the committees on which they served that were held during the portion of the last fiscal year for which they were directors or committee members, respectively.

It is our policy to invite directors and nominees for director to attend the Annual Meeting of Stockholders either in person or by telephone. Dr. Linda Marbán attended the 2025 Annual Meeting of Stockholders.

As required under applicable Nasdaq listing standards, our independent directors periodically meet in executive session at which only they are present.

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The Board has three primary committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Each committee operates pursuant to a written charter, which are available in the Corporate Governance section of our website at www.capricor.com. The information contained on, or that can be accessed through, our website is not incorporated by reference and is not a part of this proxy statement.

The following table provides membership and meeting information for each of the standing committees of the Board during the last fiscal year. In June 2025, the Board approved certain changes to committee memberships and leadership, which are reflected in the table below:


					Nominating and
Name	Audit		Compensation		Corporate Governance
Linda Marbán, Ph.D.	—		—		—
Frank Litvack, M.D. †	—		—		X
David B. Musket	X	*	X	*	—
George W. Dunbar Jr., M.B.A. †	X		X		X
Karimah Es Sabar ††	X		—		X	**
Paul Auwaerter, M.D., M.B.A. †	—		—		X
Philip Gotwals, Ph.D. †††	—		X		—
Michael Kelliher ††	X		—		—
Total meetings held in 2025	4		3		1
Total actions by unanimous written consent in 2025	—		2		—

† Mr. Litvack, Mr. Auwaerter have been appointed to the Nominating and Corporate Governance Committee, effective June 13, 2025, replacing Mr. Dunbar, who will no longer serve on the Nominating and Corporate Governance Committee as of such date

†† Mr. Kelliher has been appointed to the Audit Committee, effective June 13, 2025, replacing Ms. Es Sabar, who will no longer serve on the Audit Committee as of such date

††† Mr. Gotwals has been appointed to the Compensation Committee, effective June 13, 2025

* Committee Chairperson
** Committee Chairperson beginning June 13, 2025

Below is a description of each primary committee of the Board. Each of these committees has authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities. The Board has determined that each member of each of these committees meets the applicable Nasdaq listing standards and regulations regarding “independence” and that the members of the Audit Committee and Compensation Committee meet the heightened independence standards applicable to those committees under the rules promulgated by the SEC and the Nasdaq listing standards. The Board has additionally determined that each committee member is free of any relationship that would impair his or her individual exercise of independent judgment with regard to us.

Audit Committee

The current members of our Audit Committee are Mr. David Musket (Chair), Mr. George Dunbar and Mr. Michael Kelliher. The Board has determined that Mr. Musket qualifies as an “audit committee financial expert,” as defined by the applicable rules of the SEC.

The Audit Committee of the Board is a separately-designated standing audit committee established by the Board in accordance with Section 3(a)(58)(A) of the Exchange Act.

The Audit Committee acts on behalf of the Board in fulfilling the Board’s oversight responsibilities with respect to our accounting and financial reporting processes and audits of financial statements, and also assists the Board in its oversight of the quality and integrity of our financial statements and reports and the qualifications, independence and performance of our independent registered public accounting firm. For this purpose, the Audit Committee performs several functions. A summary of the responsibilities of the Audit Committee include:

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selecting, appointing, determining the compensation of, retaining and overseeing the work of our independent registered public accounting firm and any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for us;

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●

prior to engagement of any prospective registered public accounting firm, reviewing and discussing with the prospective independent registered public accounting firm a written disclosure by the prospective independent registered public accounting firm of all relationships between us, or persons in financial oversight roles, and such independent registered public accounting firm or their affiliates;

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pre-approving engagements of the independent registered public accounting firm, prior to commencement of the engagement, and the scope of and plans for the audit;

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monitoring the rotation of partners of the independent registered public accounting firm on our audit engagement team;

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reviewing with management and the independent registered public accounting firm any fraud, whether or not material, that includes management or employees who have a significant role in our internal control over financial reporting and any significant changes in internal controls or other factors that could significantly affect internal controls, including any corrective actions in regards to significant deficiencies or material weaknesses;

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establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or other auditing matters and the confidential and anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;

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reviewing our compliance with applicable laws and regulations and reviewing and overseeing any policies, procedures or programs designed to monitor such compliance;

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reviewing any transactions between the Company and a related person (as defined in Item 404 of Regulation S-K) on an ongoing basis;

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reviewing and discussing with management and the independent registered public accounting firm the annual audited financial statements (including the related notes) and any major issues regarding accounting principles and financial statement presentation and all other matters required to be discussed under generally accepted accounting standards, the results of the independent registered public accounting firm’s review of our quarterly financial information prior to public disclosure and our disclosures in our periodic reports filed with the SEC; and

●

performing, at least annually, an evaluation of the performance of the Audit Committee and its members, including a review of the Audit Committee’s compliance with its charter.

The Audit Committee reviews, discusses and assesses its own performance at least annually, including a review of its compliance with its charter. The Audit Committee also, at least annually, reviews and assesses its charter and recommends any proposed changes to the charter to the Board for its consideration.

Compensation Committee

The current members of our Compensation Committee are Mr. David Musket (Chair), Mr. George Dunbar and Dr. Philip Gotwals.

The Compensation Committee acts on behalf of the Board to discharge the Board’s responsibilities relating to the compensation of our executives, including by designing, recommending to the Board for approval and evaluating our compensation plans, policies and programs. The Compensation Committee is also responsible for reviewing, discussing with management and approving our disclosures relating to executive compensation for use in our reports filed with the SEC. A summary of the responsibilities of the Compensation Committee include:

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reviewing, at least annually, our compensation philosophy;

●

determining and approving (or, if the Compensation Committee deems appropriate, recommending to the Board for determination and approval) corporate goals and objectives relating to the compensation of the Chief Executive Officer, evaluating the performance of the Chief Executive Officer in light of those goals, and determining or recommending the compensation of our Chief Executive Officer, including seeking to achieve an appropriate level of risk and reward in determining the long-term incentive component of the Chief Executive Officer’s compensation;

●

determining and approving (or, if the Compensation Committee deems appropriate, recommending to the Board for determination and approval) the compensation for all other executive officers and senior management, taking into consideration such person’s success in achieving his or her individual goals and objectives and the corporate performance goals and objectives deemed relevant to such executive officers and senior management;

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●

reviewing and approving (or, if it deems appropriate, making recommendations to the Board regarding) the terms of employment agreements, severance agreements, change-of-control protections and other compensatory arrangements for our executive officers and senior management;

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reviewing the type and amount of compensation to be paid or awarded to non-employee directors;

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reviewing and approving the adoption, amendment and termination of our stock option plans, stock appreciation rights plans, pension and welfare benefit plans, incentive plans, stock bonus plans, stock purchase plans, bonus plans, deferred compensation plans and similar programs, as applicable, and administering all such plans, setting performance targets, selecting participants, approving grants and awards and exercising such other power and authority as may be permitted or required under such plans;

●

establishing and reviewing policies concerning perquisite benefits;

●

reviewing our incentive compensation arrangements to determine whether such arrangements encourage excessive risk-taking, and reviewing and discussing the relationship between our risk management policies and practices and compensation, and evaluating compensation policies and practices that could mitigate any such risk, at least annually;

●

reviewing and recommending to the Board for approval the frequency with which we conduct a vote on executive compensation, taking into account the results of the most recent stockholder advisory vote on the frequency of the vote on executive compensation, and reviewing and approving the proposals and frequency of the vote on executive compensation to be included in our annual meeting proxy statements, when necessary;

●

determining the Company’s policy with respect to change of control or parachute payments;

●

managing and reviewing executive officer indemnification and insurance matters; and

●

evaluating the Committee’s own performance and reviewing and assessing the Compensation Committee Charter.

The Compensation Committee holds regular or special meetings as its members deem necessary or appropriate. The Compensation Committee, through the chairperson of the Compensation Committee, reports all material activities of the Compensation Committee to the Board from time to time, or whenever so requested by the Board. The charter of the Compensation Committee grants the Compensation Committee authority to select, retain and obtain, at our expense, advice and assistance from internal and external legal, accounting or other advisors and consultants and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties. In particular, the Compensation Committee has the sole authority to retain and terminate any compensation consultants to assist in its evaluation of director, chief executive officer or senior executive compensation, including sole authority to approve the consultant’s reasonable fees and other retention terms. The Compensation Committee is directly responsible for the appointment, compensation and oversight of the work of any internal or external legal, accounting or other advisors and consultants retained by the Compensation Committee. The Compensation Committee may select an internal or external legal, accounting or other advisor or consultant only after considering the independence of such internal or external legal, accounting or other advisor or consultant using factors established by law and the rules and regulations of the SEC and Nasdaq.

In 2025, our Compensation Committee engaged Pay Governance LLC, an independent executive compensation consultant, to provide guidance with respect to a review of our board of director compensation program. Our Compensation Committee performs an annual assessment of its compensation consultant’s independence to determine whether the consultant is independent and determined that Pay Governance LLC is independent pursuant to the Nasdaq listing standards and SEC rules and has determined that no conflict of interest has arisen as a result of the work performed.

Under its charter, the Compensation Committee may form, and delegate authority to, one or more subcommittees as appropriate.

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Nominating and Corporate Governance Committee

The current members of our Nominating and Corporate Governance Committee are Ms. Karimah Es Sabar (Chair), Dr. Paul Auwaerter, and Dr. Frank Litvack.

The Nominating and Corporate Governance Committee acts on behalf of the Board to fulfill the Board’s responsibilities in overseeing all aspects of our nominating and corporate governance functions. A summary of the responsibilities of the Nominating and Corporate Governance Committee include:

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determining the minimum qualifications, qualities, skills and other expertise required for service on the Board;

●

identifying, reviewing and evaluating candidates to serve on the Board, including prior to each annual meeting of stockholders at which directors are to be elected, recommending to the Board for nomination such candidates as the Nominating and Corporate Governance Committee has found to be well qualified and willing and available to serve, and after a vacancy arises on the Board or a director advises the Board of his or her intention to resign, recommending to a prospective member for appointment to the Board;

●

developing and recommending to the Board for approval standards for determining whether a director has a relationship with the Company that would impair his or her independence;

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evaluating the performance of the members of the committees of the Board, reviewing the composition of such committees and recommending to the Board annually the chairmanship and membership of each committee;

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considering and recommending the removal of a director for cause, in accordance with the applicable provisions of the Company’s Certificate of Incorporation and Bylaws;

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overseeing the Board in its annual review of its performance and making appropriate recommendations to improve performance;

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developing and recommending to the Board such policies and procedures with respect to the nomination of directors or other corporate governance matters as may be required to be disclosed pursuant to any rules promulgated by the SEC or otherwise considered to be desirable and appropriate;

●

developing and reviewing corporate governance principles to be applicable to the Company and periodically reviewing Company policy statements to determine their adherence to the Company’s Code of Business Conduct and Ethics;

●

overseeing and reviewing the processes and procedures used by the Company to provide information to the Board and its committees;

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developing and recommending to the Board plans for succession to the offices of the Company’s Chief Executive Officer and other executive officers and making recommendations to the Board with respect to the selection of appropriate individuals to succeed to these positions; and

●

reviewing and reassessing its Charter at least annually and submitting any recommended changes to the Board for its consideration.

It is the responsibility of the Nominating and Corporate Governance Committee to periodically, and at least annually, review, discuss and assess the performance of the Board and committees of the Board. In fulfilling this responsibility, the Nominating and Corporate Governance Committee seeks input from senior management, the full Board and others. In assessing the Board, the Nominating and Corporate Governance Committee evaluates the overall composition of the Board, the Board’s contribution as a whole and its effectiveness in serving our best interests and the best interests of our stockholders.

The Nominating and Corporate Governance Committee believes that candidates for director should have certain minimum qualifications, including having the ability to read and understand basic financial statements, being over 21 years of age and having the highest personal integrity and ethics. The Nominating and Corporate Governance Committee also considers such factors as possessing relevant expertise upon which to be able to offer advice and guidance to management, having sufficient time to devote to our affairs, demonstrated excellence in his or her field, having the ability to exercise sound business judgment and having the commitment to rigorously represent the long-term interests of our stockholders. However, the Nominating and Corporate Governance Committee retains the right to modify these qualifications from time to time. Candidates for director nominees are reviewed in the context of the current composition of the Board, our operating requirements and the long-term interests of our stockholders.

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In conducting this assessment, the Nominating and Corporate Governance Committee considers such factors as it deems appropriate given the current needs of the Board and us, to maintain a balance of knowledge, experience and capability, as well as diversity. The Nominating and Corporate Governance Committee views diversity broadly to include diversity of experience, skills and viewpoint, as well as traditional diversity concepts such as race or gender, and sexual orientation. In the case of new director candidates, if applicable, the Nominating and Corporate Governance Committee also determines whether the nominee is independent for Nasdaq purposes, which determination is based upon applicable Nasdaq listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. The Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board. The Nominating and Corporate Governance Committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to the Board by majority vote.

At least annually, the Nominating and Corporate Governance Committee will review, discuss and assess its own performance and composition and review and assess the adequacy of its charter, including its roles and responsibilities as outlined in its charter, and recommend any proposed changes to the Board for its consideration and approval.

It is the policy of the Nominating and Corporate Governance Committee to consider director candidates recommended by our stockholders in accordance with the procedures described under “When are stockholder proposals due for next year’s annual meeting?” above. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder.

Board Leadership Structure

The Board may choose to combine or separate the positions of Executive Chairman of the Board and Chief Executive Officer. While our Bylaws do not require the position of Executive Chairman of the Board and Chief Executive Officer to be separate, our Board believes that separation of these positions reinforces the independence of our Board from management, creates an environment that encourages objective oversight of management’s performance and enhances the effectiveness of our Board as a whole. As such, Dr. Linda Marbán serves as our Chief Executive Officer and President, while Dr. Frank Litvack serves as our Executive Chairman of the Board. Our Board has concluded that our current leadership structure is appropriate at this time. However, our Board continues to periodically review our leadership structure and may make such changes in the future as it deems appropriate.

The duties of our Executive Chairman of the Board include the following:

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Approve board of directors meeting agenda;

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Work with committee chairs on committee matters, considering strategic issues facing the Company, and with input from other directors and the Chief Executive Officer;

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Preside over board of directors’ meetings;

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Attend committee meetings as appropriate;

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Coordinate effective communication between respective committee chairs and management;

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Oversee orientation for new directors;

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Oversee that the board of directors receives accurate, timely, and clear information on:

o

The Company’s performance;

o

The issues, challenges, and opportunities facing the Company; and

o

Matters reserved to it for decision;

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Facilitate effective communication and constructive relationships between the board of directors and management; and

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Meet with stockholders when engagement is requested.

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Insider Trading Policy

We have adopted an insider trading policy which governs transactions in our securities by the Company and its directors, officers, employees, consultants, contractors and agents. We believe this policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable listing standards. A copy of our insider trading policy is included as Exhibit 19.1 to our Annual Report on Form 10-K filed on March 17, 2026.

Hedging and Pledging Policies

As part of our Insider Trading Policy, our officers, directors, employees and consultants are prohibited from engaging in short sales of our securities and our officers, directors and employees are prohibited from engaging in hedging transactions involving our securities. Our Insider Trading Policy further prohibits officers, directors and employees from pledging securities as collateral for a loan unless pre-cleared by the compliance officer for the Insider Trading Policy.

Role of the Board in Risk Oversight

We face a variety of risks, including operational risks, such as cybersecurity risks, as well as risks associated with the significant financial needs to operate our business. The Board and each of its committees are involved in overseeing risk associated with our business operations. The Audit Committee reviews and discusses with management and the independent registered public accounting firm our guidelines and policies with respect to risk assessment and risk management, including our major financial risk exposures and the steps taken by management to monitor and control such exposures. The Audit Committee determines and approves, prior to commencement of the audit engagement, the scope and plan for the internal audit and confers with management and the independent registered public accounting firm regarding the scope, adequacy and effectiveness of internal controls over financial reporting, including any special audit steps taken in the event of a material control deficiency. The Audit Committee also reviews with management and the independent registered public accounting firm any fraud, whether or not material, that includes management or other employees who have a significant role in our internal controls over financial reporting and any significant changes in internal controls or other factors that could significantly affect internal controls, including any corrective actions in regard to significant deficiencies or material weaknesses. Furthermore, the Audit Committee establishes procedures for the receipt, retention and treatment of complaints that we receive regarding accounting, internal accounting controls or auditing matters and the confidential and anonymous submission by our employees of concerns regarding questionable accounting or auditing matters.

It is the role of the Nominating and Corporate Governance Committee to review, discuss and assess, along with input from senior management, the performance of the Board and the committees of the Board at least annually. The Nominating and Corporate Governance Committee is responsible for developing and making recommendations to the Board for approval, and periodically reviewing with our Chief Executive Officer, the plans for succession to the offices of our Chief Executive Officer and other executive officers and the selection of appropriate individuals to succeed to executive positions.

It is the role of the Compensation Committee to review, at least annually, our compensation philosophy and to review and approve (or, if it deems appropriate, recommend to the Board for determination and approval) the compensation of our executive officers, senior management and non-employee directors, taking into consideration the individual’s success in achieving his or her individual performance goals and objectives and the corporate performance goals and objectives deemed relevant to him or her, as established by the Compensation Committee, in addition to other factors. The Compensation Committee reviews and recommends to the Board for approval the frequency with which we conduct say-on-pay votes, taking into account the results of the most recent stockholder advisory vote on the frequency of such say-on-pay votes, and reviews and approves the proposals regarding the say-on-pay vote and the frequency of the say-on-pay vote to be included in each of our annual meeting proxy statements, as applicable. It is also the role of the Compensation Committee to review, at least annually, our incentive compensation arrangements to determine whether they encourage excessive risk-taking, review and discuss the relationship between our risk management policies and practices and compensation, and evaluate compensation policies and practices that could mitigate such risk.

Code of Business Conduct and Ethics

The Board has adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) that applies to all directors, officers, employees, and consultants, wherever they are located and whether they work for us on a full- or part-time basis.

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Supervisors are also expected to ensure that all agents, consultants, and contractors conform to Code of Ethics standards when providing services to or on behalf of the Company. The Code of Ethics was designed to help such directors, employees and other agents to resolve ethical issues encountered in the business environment. The Code of Ethics covers topics such as conflicts of interest, compliance with laws, confidentiality of Company information, encouraging the reporting of any violations of the Code of Ethics, fair dealing and protection and use of Company assets.

A copy of the Code of Ethics, as adopted by the Board, and revised in April 2021, is available at the Corporate Governance page of our website at www.capricor.com. We may post amendments to or waivers of the provisions of the Code of Ethics, if any, made with respect to any directors and employees on that website. Please note that information contained on, or that can be accessed through, our website is not incorporated by reference and is not a part of this proxy statement.

Stockholder Communications with the Board of Directors

Historically, we have not adopted a formal process related to stockholder communications with the Board. Nevertheless, every effort has been made to ensure that the views of our stockholders are heard by the Board or individual directors, as applicable, and that appropriate responses are provided to our stockholders in a timely manner. In order to communicate with the Board as a whole, with non-management directors or with specified individual directors, correspondence may be directed to our Corporate Secretary at 10865 Road to the Cure, Suite 150, San Diego, California 92121. Each communication will be reviewed by our Corporate Secretary to determine whether it is appropriate for presentation to the Board or such director. Communications determined by our Corporate Secretary to be appropriate for presentation to the Board or such director will be submitted to the Board or the director on a periodic basis.

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INFORMATION REGARDING EXECUTIVE OFFICERS

Below is a list of the names, ages, positions, and a description of the business experience of each of our executive officers as of March 18, 2026:

Name		Age		Positions
Linda Marbán, Ph.D.		62		President, Chief Executive Officer and Director
Anthony Bergmann, M.B.A.		40		Chief Financial Officer
Karen G. Krasney, J.D.		73		Executive Vice President and General Counsel

A description of the business experience of Linda Marbán is provided above under the heading “Proposal No. 1: Election of Directors.”

Anthony Bergmann, M.B.A. Mr. Bergmann has served as Capricor Therapeutics’ Chief Financial Officer since 2018 and has been involved in the biotechnology industry for approximately 15 years. He joined Capricor in 2011 and has held roles of increasing responsibility, playing a key role in the Company’s strategic development and growth into a publicly traded biotechnology company. Mr. Bergmann oversaw Capricor’s entry into the public markets, including its reverse merger and subsequent uplisting to the Nasdaq Capital Market. He has also led equity financings totaling over $500 million to date as well as guided business development efforts resulting in multiple strategic partnerships throughout his tenure. Prior to Capricor, Mr. Bergmann was with Gettleson, Witzer and O’Connor, a Beverly Hills-based business and financial management firm, where he oversaw accounting and finance functions for several production studios with global box office revenue exceeding $1 billion. His clients included actors, musicians, directors, and international foundations in the entertainment industry. Prior to that he held roles in accounting, finance, and operations across start-ups and mid-sized companies. Mr. Bergmann earned his Bachelor of Science from Providence College and his M.B.A. from the University of Southern California’s Marshall School of Business. He is actively engaged in venture and entrepreneurial initiatives in the Southern California area and serves on the board of a privately-held commercial real estate company.

Karen G. Krasney, J.D. Ms. Krasney has served as our Executive Vice President, Secretary and General Counsel since 2012. Ms. Krasney’s career spans over 40 years serving as general counsel for numerous corporations and private companies engaged in a wide variety of industries. Her extensive background and vast experience has been focused on domestic and international corporate and business law, as well as litigation. Ms. Krasney has been involved in the medical technology arena since the mid-1990s, representing several medical technology companies developing products for the treatment of cardiovascular disease. Commencing in 2002, Ms. Krasney served as legal counsel for Biosensors International Group Ltd., a multinational medical device company that developed, manufactured and sold medical devices for cardiology applications. In 2006, she accepted the position of General Counsel and Executive Vice President of Biosensors and served in that capacity until 2010. During her tenure at Biosensors Ms. Krasney, among other things, headed the legal team that facilitated the company’s successful initial public offering in Singapore and was responsible for negotiating and documenting all agreements for the company worldwide, including licensing agreements with major medical device companies and agreements required for the company’s international clinical trials. During her tenure at Capricor, Ms. Krasney has been responsible for overseeing all legal matters involving the Company including, business transactions, corporate governance, and intellectual property and has played an integral role in all transactional matters involving the Company. Ms. Krasney also serves as a director on the board of Cardiovascular Research Foundation, a non-profit research and education entity, and as a director for a private non-profit charitable foundation. Ms. Krasney received her Bachelor of Arts degree from the University of California, Los Angeles and her Juris Doctorate from the University of Southern California.

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EXECUTIVE COMPENSATION

The following is a discussion and analysis of compensation arrangements of our named executive officers. As an “smaller reporting company” as defined in the JOBS Act, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements.

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:

●

Linda Marbán, Ph.D., Chief Executive Officer and President

●

Anthony Bergmann, M.B.A., Chief Financial Officer

●

Karen Krasney, J.D., Executive Vice President and General Counsel

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.

Compensation of Named Executive Officers

Base Salary. Base salaries are intended to provide a level of compensation sufficient to attract and retain an effective management team, when considered in combination with the other components of our executive compensation program. The relative levels of base salary for our named executive officers are designed to reflect each executive officer’s scope of responsibility and accountability with us. Please see the “Salary” column in the 2025 Summary Compensation Table for the base salary amounts earned by each named executive officer in 2025.

Annual Cash Bonuses. Historically, we have provided our leadership team with short-term incentive compensation through our annual cash bonus plan. Annual bonus compensation holds executives accountable, rewards the executives based on actual business results and helps create a “pay for performance” culture. The Compensation Committee considers each named executive officer’s individual contributions towards reaching our annual corporate goals. There is no minimum bonus percentage or amount established for the named executive officers and, thus, the bonus amounts vary from year to year based on corporate and individual performance. Our annual cash bonus plan provides cash incentive award opportunities for the achievement of performance goals established by our board of directors at the beginning of each fiscal year, with each named executive officer being assigned corporate and department goals. Corporate goals for 2025 were tied to regulatory and clinical progress for the Deramiocel program, stock price performance and the completion of a successful financing. The target bonus for each named executive officer was up to 40% of base salary. After evaluating performance against these objectives, the Compensation Committee awarded bonuses ranging from 25%

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to 90% of base salary, with amounts above target reflecting exceptional individual and Company performance, including significant regulatory and clinical achievements, successful financing execution and strong stock price performance.

Additionally, in connection with the Company’s 2025 performance and consistent with the objectives of the annual bonus program, the Board approved supplemental incentive compensation for certain executives, with the value delivered in the form of equity at the election of the executive. In recognition of exceptional individual and Company performance, particularly regulatory achievements related to the Deramiocel program, Dr. Marbán and Mr. Bergmann elected to receive this additional compensation in equity. In January 2025, Dr. Marbán received stock options covering 20,566 shares, Mr. Bergmann received 6,170 shares, and Mr. Bergmann received restricted stock units covering 3,342 shares, in each case fully vested at the time of grant. This compensation was provided in addition to other equity awards granted to these executives and reflects performance outcomes aligned with the Company’s incentive framework.

Equity Compensation. To align the interests of our executive officers with those of our stockholders and promote a long-term performance focus, we primarily grant equity compensation in the form of stock options and, from time to time, additional equity awards, including restricted stock units, in recognition of significant Company achievements. As part of the 2025 annual equity awards, Dr. Marbán received stock options exercisable for 210,000 shares, Ms. Krasney received stock options exercisable for 60,000 shares, and Mr. Bergmann received stock options exercisable for 75,000 shares. Each award has an exercise price per share equal to the fair market value of our common stock on the grant date and vests in equal monthly installments over 48 months, commencing February 1, 2025.

All Other Compensation. Our named executive officers are eligible to participate, on the same basis as our other employees, in our employee benefit plans, including our medical, dental, vision, life and disability plans, and our 401(k) plan.

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.


										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

(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.

(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.

(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.

(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.

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Employment Agreements and Potential Payments Upon Termination or Change in Control

Linda Marbán, Ph.D. — President and Chief Executive Officer

Dr. Linda Marbán’s employment as our Chief Executive Officer is subject to the terms of that certain restated and amended employment agreement dated June 5, 2019, by and between Capricor, Inc. and Dr. Marbán. Effective January 1, 2025, Dr. Marbán’s annual base salary was set at $300,000. Dr. Marbán received a $270,000 bonus for 2025 services, which was paid on January 30, 2026. Dr. Marbán’s employment is at will and she has also signed an employee invention assignment, non-disclosure, non-solicitation and non-competition agreement. In the event Dr. Marbán’s employment is terminated by the Company other than for cause, death or disability, or if Dr. Marbán resigns for good reason, she would be entitled to receive a severance payment equal to twelve months’ (increased from six months in March 2025) salary then in effect (ignoring any decrease that forms the basis of Dr. Marbán’s resignation for good reason, if applicable).

Karen Krasney, J.D. — Executive Vice President, General Counsel

Karen Krasney’s employment as our Executive Vice President and General Counsel is subject to the terms of that certain employment agreement dated May 14, 2019. Effective January 1, 2025, Ms. Krasney’s annual base salary was set at $391,768. Ms. Krasney received a $97,950 bonus for 2025 services which was paid on January 30, 2026. In addition, Ms. Krasney has signed an at-will employment, confidential information, invention assignment and arbitration agreement. In the event Ms. Krasney’s employment is terminated by the Company other than for cause, death or disability, or if Ms. Krasney resigns for good reason, she would be entitled to receive a severance payment equal to twelve months’ (increased from six months in March 2025) salary then in effect (ignoring any decrease that forms the basis of Ms. Krasney’s resignation for good reason, if applicable).

Anthony Bergmann, M.B.A. — Chief Financial Officer

Anthony Bergmann’s employment as our Chief Financial Officer is subject to the terms of that certain employment agreement dated May 14, 2019. Effective January 1, 2025, Mr. Bergmann’s annual base salary was set at $425,000. Mr. Bergmann received a $148,750 bonus for 2025 services which was paid on January 30, 2026. In addition, Mr. Bergmann has signed an at-will employment, confidential information, invention assignment and arbitration agreement. In the event Mr. Bergmann’s employment is terminated by the Company other than for cause, death or disability, or if Mr. Bergmann resigns for good reason, he would be entitled to receive a severance payment equal to twelve months’ (increased from six months in March 2025) salary then in effect (ignoring any decrease that forms the basis of Mr. Bergmann’s resignation for good reason, if applicable).

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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.


						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⁾

(1)	Vesting schedule is as follows: The shares of common stock subject to this option vest 1/48th per month commencing February 1, 2022.

(2)	Vesting schedule is as follows: The shares of common stock subject to this option vest 1/48th per month commencing February 1, 2023.

(3)	Vesting schedule is as follows: Fully vested upon issuance on January 2, 2024.

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(4)	Vesting schedule is as follows: The shares of common stock subject to this option vest 1/48th per month commencing February 1, 2024.

(5)	Vesting schedule is as follows: The shares of common stock subject to this option vest 1/48th per month commencing February 1, 2025.

(6)	Vesting schedule is as follows: Fully vested upon issuance on January 2, 2025.

(7)	Vesting schedule is as follows: Fully vested upon issuance on January 3, 2023.

Pay Versus-Performance Table and Discussion

The following table sets forth additional compensation information of our Principal Executive Officer (“PEO”) and our non-PEO named executive officers, along with total stockholder return, and net loss results for our fiscal years ending in 2025, 2024 and 2023:


									Value of Initial Fixed $100 Investment
									Based On:
	Summary		Compensation		Average Summary		Average Compensation		Total
	Compensation Table		Actually		Compensation Table Total		Actually Paid to		Stockholder		Net
Year	Total for PEO ⁽¹⁾		Paid to PEO ⁽²⁾		for Non-PEO NEO ⁽¹⁾		Non-PEO NEO ⁽²⁾		Return ⁽³⁾		Income/(Loss) ⁽⁴⁾
2025	$	3,521,565	$	7,230,676	$	1,470,175	$	2,768,393	$	748	$	(105,043,946)
2024		1,539,862		5,107,710		899,895		2,204,070		358		(40,467,186)
2023		774,300		1,150,789		740,639		778,238		127		(22,287,542)

(1)	Linda Marbán served as our CEO for the entirety of 2025, 2024 and 2023. The other NEOs for 2025, 2024 and 2023 were Anthony Bergmann and Karen Krasney.

(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).

(3)	Cumulative total shareholder return (“TSR”) assumes an initial investment of $100 on December 31, 2022.

(4)	As reported in the Company’s consolidated financial statements.

Compensation Actually Paid to PEO:

Year

SEC Form DEF 14A filed by Capricor Therapeutics Inc.