Strata Critical Medical, Inc.
For the period ended May 28, 2026. Filed Apr 14, 2026.
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May 28, 2026 · Filed Apr 14, 2026
Contents
PAY VERSUS PERFORMANCE
In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding “compensation actually paid” (as defined by such rules) for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. Our Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the fiscal years shown.
| Year | Summary Compensation Table Total for First PEO(1) ($) | Summary Compensation Table Total for Second PEO(1) ($) | Summary Compensation Table Total for Third PEO(1) ($) | Compensation Actually Paid to First PEO(1)(2)(3) ($) | Compensation Actually Paid to Second PEO(1)(2)(3) ($) | Compensation Actually Paid to Third PEO(1)(2)(3)($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3)($) | Value of Initial Fixed $100 Investment based on: TSR ($)(4) | Net Income($ Thousands) |
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 5,052,131 | 5,613,018 | 5,326,170 | 6,026,776 | 4,098,415 | 3,674,628 | 1,653,371 | 1,711,554 | 134.36 | 41,347 |
| 2024 | 9,556,445 | — | — | 4,323,654 | — | — | 5,768,736 | 2,391,457 | 118.72 | (27,307) |
| 2023 | 1,719,791 | — | — | 1,504,455 | — | — | 957,760 | 877,651 | 98.60 | (56,076) |
| (1) | Robert Wiesenthal was our PEO until August 2025. Melissa M. Tomkiel and William A. Heyburn were our PEO 2 and PEO 3, respectively, since August 2025. The individuals comprising the Non-PEO NEOs for 2023 and 2024 were Melissa M. Tomkiel and William A. Heyburn. The individuals comprising the Non-PEO NEOs for 2025 were Amir Cohen and Scott Wunsch. |
| (2) | The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |
| (3) | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the First PEO, Second PEO, Third PEO, and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Less Grant Date Fair Value of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table for the applicable year. |
| Year | Summary Compensation Table Total for First PEO ($) | Less Grant Date Fair Value of Stock Awards for First PEO ($) | Equity Award Adjustments for First PEO(a) ($) | Compensation Actually Paid to First PEO ($) |
|---|---|---|---|---|
| 2025 | 5,052,131 | (2,281,530) | 3,256,175 | 6,026,776 |
| Year | Summary Compensation Table Total for Second PEO ($) | Less Grant Date Fair Value of Stock Awards for Second PEO ($) | Equity Award Adjustments for Second PEO(a) ($) | Compensation Actually Paid to Second PEO ($) |
|---|---|---|---|---|
| 2025 | 5,613,018 | (4,478,470) | 2,963,867 | 4,098,415 |
| Year | Summary Compensation Table Total for Third PEO ($) | Less Grant Date Fair Value of Stock Awards for Third PEO ($) | Equity Award Adjustments for Third PEO(a) ($) | Compensation Actually Paid to Third PEO ($) |
|---|---|---|---|---|
| 2025 | 5,326,170 | (4,224,970) | 2,573,428 | 3,674,628 |
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Less Average Grant Date Fair Value of Stock Awards for Non-PEO NEOs($) | Equity Award Adjustments for Non-PEO NEOs(a) ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) |
|---|---|---|---|---|
| 2025 | 1,653,371 | (940,574) | 998,757 | 1,711,554 |
| a. | The amounts in Equity Award Adjustments column in the tables above include the addition (or subtraction, as applicable) of the following: (1) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (2) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair |
|---|
value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (3) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (4) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (5) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year. During the periods presented, we did not sponsor a pension plan, pay dividends or have any other earnings paid on equity awards prior to the vesting date. The amounts deducted or added in calculating the equity award adjustments are set forth in the following tables:
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for First PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for First PEO($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for First PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for First PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for First PEO ($) | Total Equity Award Adjustments for First PEO ($) |
|---|---|---|---|---|---|---|
| 2025 | 195,320 | 1,652,122 | — | 1,408,733 | — | 3,256,175 |
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Second PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Second PEO($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Second PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Second PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Second PEO ($) | Total Equity Award Adjustments for Second PEO ($) |
|---|---|---|---|---|---|---|
| 2025 | — | 1,115,466 | — | 1,848,401 | — | 2,963,867 |
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Third PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Third PEO($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Third PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Third PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Third PEO ($) | Total Equity Award Adjustments for Third PEO ($) |
|---|---|---|---|---|---|---|
| 2025 | — | 981,964 | — | 1,591,464 | — | 2,573,428 |
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total Equity Award Adjustments for Non-PEO NEOs($) |
|---|---|---|---|---|---|---|
| 2025 | 582,215 | 124,675 | 104,735 | 187,132 | — | 998,757 |
| (4) | Assumes $100 was invested in the Company for the period starting December 31, 2022, through the end of the listed year. Historical stock performance is not necessarily indicative of future stock performance. |
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”)
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs and the cumulative TSR over the three most recently completed fiscal years for the Company.
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the three most recently completed fiscal years.
Director Compensation
The Compensation Committee periodically evaluates the appropriate level and form of compensation for non-employee directors and recommends changes, if any, to the Board. In connection with this assessment, our Compensation Committee and Board evaluate our non-employee director pay as well as total non-employee director pay relative to our peers and the market. The Compensation Committee considers advice from the Compensation Committee’s independent consultant, Aon, in connection with this evaluation when appropriate. Our Board reviews the Compensation Committee’s recommendations and then determines the amount of director compensation.
In August 2025, the Board approved the following compensation program for our non-employee directors, with the amounts shown payable from the date of the Company’s 2025 Annual Meeting of Stockholders or, for a director who joins the Company after the date of the 2025 Annual Meeting, prorated based on the date of the director’s appointment through the anniversary of the 2025 Annual Meeting.
| Director Type | Compensation |
|---|---|
| Director | Restricted stock unit award of $150,000 and, at director’s election, $50,000 in either restricted stock unit award or cash |
| Board Chairperson and Lead Independent Director | At director’s election, $50,000 in either restricted stock unit award or cash |
| Audit Committee Chairperson | At director’s election, $20,000 in either restricted stock unit award or cash |
| Compensation Committee Chairperson | At director’s election, $15,000 in either restricted stock unit award or cash |
| Nominating and Corporate Governance Committee Chairperson | At director’s election, $10,000 in either restricted stock unit award or cash |
| Audit Committee Member | At director’s election, $10,000 in either restricted stock unit award or cash |
| Compensation Committee Member | At director’s election, $7,500 in restricted stock unit award or cash |
| Nominating and Corporate Governance Committee Member | At director’s election, $5,000 in either restricted stock unit award or cash |
The annual RSUs awarded to our directors in 2025 generally become 100% vested on the date of our 2026 Annual Meeting of Stockholders, subject to the director’s continued service through such date. However, the RSUs awarded to each of Mr. Borthwick and Mr. Lerer in May 2025 were vested upon their resignation following the sale of the Passenger Segment to Joby Aviation.
Before 2025, pursuant to a Nomination Rights Agreement to which the Company was a party, Mr. Lauck did not receive compensation from the Company other than reimbursement of expenses incurred in connection with his service as a director and participation in the Company’s flight benefit policy on the same basis as the Company’s other directors. Following the expiration of the Nomination Rights Agreement, the Board approved Mr. Lauck’s first equity award. Accordingly, in May 2025, the Board granted Mr. Lauck RSUs with a target value of $150,000, scheduled to vest on the date of the Company’s 2026 Annual Meeting of Stockholders, subject to his continued service through such date. In addition, the Board approved a pro rata RSU award for Mr. Lauck’s service on the Board and Audit Committee from January through May 2025, which vested upon grant.
In December 2025, in connection with Mr. Cook joining the Board as a new director, the Board granted Mr. Cook RSUs with a target value of $150,000, scheduled to vest on the date of the Company’s 2027 Annual Meeting of Stockholders, subject to his continued service through such date.
In addition to the awards shown above, the Compensation Committee recommended, and the Board approved, an RSU award with a target value of $50,000 to Mr. Lauck for his role as Chairman of the
Special Committee of the Board, which units vested immediately upon the sale of the Passenger Segment to Joby Aviation on August 29, 2025. Mr. Lauck’s service as Chairman of the Special Committee was critical in leading to the execution of the purchase agreement that resulted in the sale of the Passenger Segment to Joby Aviation.
Director cash payments generally vest in quarterly installments from May 6, 2025, which was the date of our 2025 Annual Meeting of Stockholders. However, for 2025, the Board awarded Mr. Lauck $2,500 for his service on the Audit Committee from May 6 to August 1, 2025, with that amount vesting on August 6, 2025, and $15,000 for his service as Chair of the Audit Committee from August 1, 2025, with one-third of that amount vesting every three months. Conversely, the Board awarded Mr. Philip $5,000 for his service as Chair of the Audit Committee from May 6 to August 1, 2025, with that amount vesting on August 6, 2025, and $7,500 for his service as a member of the Audit Committee from August 1, 2025, with one-third of that amount vesting every three months.
The Company provides certain flight benefits to its non-employee directors, as described below. Each director is responsible for all imputed income related to their flight benefits.
The Blade Air Mobility, Inc. Flight Benefit Policy for the Board of Directors in effect from January 1, 2025 to September 1, 2025 generally provided that non-employee directors were eligible for up to $25,000 in personal travel on Company flights during each calendar year, and such directors were permitted to carry over up to $12,500 of their unused, expiring flight allowance from 2024. Effective September 1, 2025, the Company adopted a new Flight Benefit Policy for the Board of Directors and NEOs, as amended and restated effective September 1, 2025 (the “New Flight Benefit Policy”), under which directors may arrange up to 10 flight hours of personal travel at no charge on the Company’s network of owned, dedicated and contracted aircraft during each calendar year. Under the New Flight Benefit Policy, the annual flight allowance expires on December 31 of each year, although, upon request, a director may extend the expiration of up to five unused, expiring flight hours for an additional year.
Prior to the sale of the Passenger Segment, each non-employee director was provided a choice between two alternatives with respect to their flight benefits. A director could elect to receive a one-time $50,000 credit for Blade Urban Air Mobility, Inc. flights, which the Company would purchase from Blade Urban Air Mobility, Inc. on the director’s behalf and which was subject to Blade’s terms and conditions. Any independent director who elected this $50,000 flight credit will not be eligible to participate in the Company’s New Flight Benefit Policy until January 1, 2027. Each of Mr. Borthwick, Mr. Lerer, Mr. Love, and Ms. Lyne elected the one-time flight credit.
For FY2025, we paid the following compensation to our non-employee directors for their service on the Board. Each continuing director as of the annual meeting was awarded 35,534 RSUs for the base award shown in the table above, while any additional RSUs awarded were made pursuant to the directors’ prior election to receive such amounts instead of cash. Our directors are also reimbursed for reasonable travel and related expenses associated with attendance at Board or committee meetings and are eligible to participate in the Flight Benefit Policy as described above.
Mr. Wiesenthal’s compensation for 2025, including for his service as Non-Executive Chairman, is presented in the Summary Compensation Table.
| Name(1) | Fees Paid in Cash ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) |
|---|---|---|---|---|
| Eric Affeldt | 112,500 | 134,319 | — | 246,819 |
| John Borthwick | 15,625 | 134,319 | 75,133 | 225,077 |
| Will Cook | — | 222,514 | — | 222,514 |
| Andrew Lauck | 32,500 | 408,897 | 42,695 | 484,092 |
| Kenneth Lerer | 14,375 | 134,319 | 103,023 | 251,717 |
| Reginald Love | 60,000 | 134,319 | 87,835 | 282,154 |
| Susan Lyne | 75,000 | 134,319 | 28,612 | 237,931 |
| Edward Philip | 75,000 | 134,319 | 46,030 | 255,349 |
| (1) | Mr. Borthwick and Mr. Lerer resigned from the Board with the closing of the sale of the Passenger segment on August 29, 2025. Mr. Cook joined the Board on December 2, 2025. As of December 31, 2025, the non-employee directors held the following outstanding equity awards: (i) Mr. Affeldt, Mr. Love, Ms. Lyne, and Mr. Philip - 35,354 RSUs; (ii) Mr. Cook - 53,233 RSUs; and (iii) Mr. Lauck - 91,669 RSUs. Neither Mr. Borthwick nor Mr. Lerer had any outstanding equity awards as of December 31, 2025. Mr. Wiesenthal’s 2025 compensation, including for his service as Non-Executive Chairman, is reflected in the Summary Compensation Table, and his outstanding equity awards are reflected in the Outstanding Equity Awards at December 31, 2025 table. |
| (2) | Amounts shown reflect the grant date fair value of restricted stock units awarded, as calculated under ASC Topic 718, excluding the effect of estimated forfeitures. Amounts in this column reflect the market value of the RSUs using the closing price of a share of our common stock as reported on Nasdaq on the date of grant multiplied by the number of shares underlying each award. The number of RSUs that were awarded to directors in 2025 was calculated by dividing the intended award value by the average closing price of the Company’s common stock as follows: (1) for awards made following the 2025 Annual Meeting, during the 30-calendar day period leading up to and including May 2, 2025; (2) for the awards made to Mr. Lauck for his role as Chairman of the Special Committee of the Board, the 30-calendar day period leading up and including to the date of the execution of the Joby Purchase Agreement, which was August 1, 2025; and (3) for the award made to Mr. Cook, the 30-day calendar period leading up to and including December 2, 2025. All director RSUs are settled in shares of our common stock upon vesting. |
| (3) | Amounts shown represent the value of personal use of Company air and car transportation services. For Mr. Borthwick, Mr. Lerer, Mr. Love, and Ms. Lyne, the amounts further include a $50,000 flight credit for flights, awarded effective upon the sale of the Passenger Segment, which flight credits Mr. Borthwick and Mr. Lerer were permitted to retain following their resignations on August 29, 2025. |
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