CAPRICOR THERAPEUTICS, INC.

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 2024, the material elements of our executive compensation program were base salary, annual cash bonuses and equity awards in the form of options.

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, 2024. We refer to these individuals as our “named executive officers.” For 2024, our named executive officers were:

Competitive Market Review for 2024

In evaluating compensation decisions with respect to the 2024 base salaries, cash bonus opportunities and equity grants for our named executive officers, our compensation committee considered competitive market data based on the following peer group: Abeona Therapeutics; Arcturus Therapeutics; Dyne Therapeutics; Edgewise Therapeutics; Editas Medicine; Fate Therapeutics; Lineage Cell Therapeutics; Sana Biotechnology; Solid Biosciences; and Wave Life Sciences. This peer group (the "2024 Peer Group") was oriented around the following primary criteria: industry sector; stage of development; employee headcount; and market capitalization. In assessing the competitiveness of our executive

compensation program for 2024, the compensation committee compared certain aspects of our named executive officers’ compensation, including base salary, target bonus and equity incentives, to the compensation levels provided by our peer group. Based on the results of the peer group compensation assessment, we determined that compensation levels for our named executive officers in 2024 generally reflected market competitive positioning. The compensation committee also reviewed data from various life sciences surveys and analyses for compensation metrics used in the industry.

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. In 2024, Dr. Marbán’s annual base salary was $229,300 and Mr. Bergmann and Ms. Krasney’s annual base salaries were $376,700, which reflect a 4% cost of living adjustment to each of their base salary levels from the 2023 base salary levels. Please see the “Salary” column in the 2024 Summary Compensation Table for the base salary amounts earned by each named executive officer in 2024.

Annual Cash Bonuses. Historically, we have provided our senior 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 were related to regulatory achievements for the deramiocel program as well as the completion of a successful financing. For 2024, the target bonus for each of our named executive officers was 40% of their base salary. After considering efforts with respect to regulatory and clinical achievements for our deramiocel program, closing of a successful financing, stock price appreciation and achievement of corporate/departmental goals, the compensation committee awarded bonuses ranging from 30% to 66% of the named executive officer’s base salary.

Equity Compensation. To further align the interests of our executive officers with the interests of our stockholders and to further focus our executive officers on our long-term performance, we have historically granted equity compensation in the form of stock options. As part of their annual equity awards, in 2024, Dr. Marbán received stock option grants with respect to 250,000 shares, Ms. Krasney received stock option grants with respect to 80,000 shares, and Mr. Bergmann received stock option grants with respect to 85,000 shares, each with a per share exercise price equal to the fair market value of an underlying share at the time of grant and vesting in 1/48 th monthly increments commencing February 1, 2024.

2024 Extraordinary Bonuses. Our board of directors has the discretion to provide bonus awards to named executive officers for extraordinary efforts during the year by providing equity compensation in the form of stock options or restricted stock awards. Following fiscal year 2024, our board of directors awarded Dr. Marbán and Mr. Bergmann one-time bonuses for their efforts during 2024 related to regulatory achievements for the deramiocel program, stock performance as well as the completion of a successful financing among other things. In January 2025, Dr. Marbán received 20,566 stock options with a grant value of $250,000 and Mr. Bergmann received 6,170 stock options and 3,342 restricted stock awards with an aggregate grant value of $125,000.

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.

2024 Summary Compensation Table

The following summary compensation table reflects cash and non-cash compensation for the 2024 and 2023 fiscal years awarded to or earned by our named executive officers.

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, 2024, Dr. Marbán’s annual base salary was set at $229,300. Dr. Marbán received a $150,680 bonus for 2024 services, of which $100,000 was converted into a fully vested option award on January 2, 2025 and $50,680 was paid on February 28, 2025. 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, 2024, Ms. Krasney’s annual base salary was set at $376,700. Ms. Krasney received a $113,010 bonus for 2024 services which was paid on February 28, 2025. 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, 2024, Mr. Bergmann’s annual base salary was set at $376,700. Mr. Bergmann received a $150,680 bonus for 2024 services which was paid on February 28, 2025. 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).

2024 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, 2024. 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, 2024, none of our named executive officers have early exercised their stock options or held any other outstanding equity awards with respect to the Company.

Policies and Practices Regarding the Grant of Equity Awards

We do not schedule the grant of any equity awards in anticipation of the disclosure of material, non-public information and we do not schedule the disclosure of material, non-public information based on the timing of granting equity awards. We have not adopted a formal policy that dictates the timing ofequity award grants. We generally grant broad-based equity awards on the first business day of each year. In addition, we may choose to grant equity awards outside of the annual broad-based awards (e.g., as part of a new hire package or as a retention or promotional incentive). Stock options may be granted only with an exercise price at or above the closing market price of our common stock on the date of grant. During 2024, no stock option grants were made to any of our NEOs during any period beginning four business days before the filing or furnishing of a periodic report or current report and ending one business day after the filing or furnishing of any such report with the SEC.

NON-EMPLOYEE DIRECTOR COMPENSATION

We have adopted the following non-employee director compensation program to help us attract and retain highly- qualified directors and to align the interests of our directors with the long-term interests of our stockholders. Our compensation committee is responsible for reviewing the compensation of our non-employee directors periodically and recommends changes to the board of directors when it deems appropriate. Our compensation committee conducts this review through the assistance of an external compensation consultant, when appropriate, although the compensation committee ultimately makes its own decision about these matters.

Non-Employee Directors

Under this director compensation program, we pay our non-employee directors (excluding our executive chairman) (i) an annual cash retainer of $70,000 of which the value is converted into stock options; (ii) an annual cash retainer for service as a chair or member of a committee ranging from $7,500 to $20,000 depending on the committee of which the value is converted into stock options; and (iii) an annual retention grant of stock options valued at $150,000 as of the grant date, which is scheduled to vest monthly over a period of one year, subject to the director’s continuous service on each applicable vesting date. Our director compensation program for non-employee directors did not materially change from 2023.

Executive Chairman

At this time, other than Dr. Litvack, none of the non-employee directors receive any cash compensation for their service. In 2014, we entered into a consulting agreement with Dr. Litvack for $10,000 per month, for an aggregate of $120,000 per year which remains in effect. The consulting services are primarily related to strategic, finance and business development services provided to the Company. For 2023 service, as executive chairman, Dr. Litvack was granted a stock option in January 2024 to purchase 200,000 shares, which vest monthly over a four-year period from grant date. For 2024 services, as executive chairman, Dr. Litvack was granted a stock option in January 2025 to purchase 50,000 shares, which vest monthly over a one-year period from the grant date.

New Directors

From 2021 to 2024, each new non-employee director was entitled to receive a grant of 115,000 stock options, which were scheduled to vest 25% on the one-year anniversary of the grant date and the remainder vest monthly over the following three years, subject to such director’s continuous service on each applicable vesting date.

Expense Reimbursement

Our non-employee directors are also reimbursed for their reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in board of directors and committee meetings.

2024 Director Compensation Table

The following table sets forth the compensation received by our directors in fiscal year 2024. Dr. Marbán is not listed below because she is an employee of the Company and receives no additional compensation for serving on our Board or its committees. Please see the 2024 Summary Compensation Table for the compensation received by Dr. Marbán for her service as our Chief Executive Officer.

Risk Assessment of Compensation Programs

We do not believe that our compensation programs create risks that are reasonably likely to have a material adverse effect on our Company. We believe that the combination of different types of compensation as well as the overall amount of compensation, together with our internal controls and oversight by our Board, mitigates potential risks.