HeartBeam, Inc.
For the period ended Dec 31, 2025. Filed Mar 12, 2026.
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FY2025 · Filed Mar 12, 2026
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Item 11. Executive Compensation
Summary Compensation Table
The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to our Named Executive Officers (“NEOs”) for services rendered in all capacities during the noted periods. The fiscal years ended December 31, 2025 and December 31, 2024 are indicated below:
| Name and Principal Position | Year | Base Salary($) | Cash Bonus($)(1) | Total Cash Compensation | Equity Bonus in lieu of Cash (2) | StockAwards($)(3) | OptionAwards($)(4,5) | All OtherCompensation($) | Total($) |
|---|---|---|---|---|---|---|---|---|---|
| Robert Eno(1) | 2025 | $360,000 | $128,520 | $488,520 | $55,080 | $39,999 | $451,694 | $1,028 | $1,036,321 |
| Chief Executive Officer (Former President) (2) | 2024 | $379,354 | $111,321 | $490,675 | $— | $— | $— | $— | $490,675 |
| Branislav Vajdic, PhD (1) | 2025 | $404,100 | $144,264 | $548,364 | $61,827 | $— | $330,876 | $4,944 | $946,011 |
| President (Former Chief Executive Officer) (2) | 2024 | $449,000 | $177,804 | $626,804 | $— | $— | $— | $— | $626,804 |
| Kenneth Persen(1) | 2025 | $312,000 | $58,477 | $370,477 | $25,061 | $— | $28,231 | $3,048 | $426,817 |
| Chief System Deployment Officer (2) | 2024 | $310,000 | $61,776 | $371,776 | $— | $— | $— | $— | $371,776 |
| Timothy Cruickshank(1) | 2025 | $346,500 | $92,775 | $439,275 | $39,761 | $38,499 | $211,732 | $238 | $729,505 |
| Chief Financial Officer | 2024 | $120,313 | $35,616 | $155,929 | $— | $— | $820,434 | $— | $976,363 |
| Richard Brounstein(1) | 2025 | $— | $— | $— | $— | $— | $— | $— | $— |
| Former Chief Financial Officier (2) | 2024 | $20,833 | $— | $20,833 | $— | $— | $— | $— | $20,833 |
Represents the portion of 2025 bonuses awarded to the Chief Executive Officer, President, Chief Financial Officer and Chief System Deployment Officer that will be paid as cash. Cash bonuses awarded to these individuals in 2025 are expected to be paid in early 2026.
Represents the portion of 2025 bonuses awarded to the Chief Executive Officer, President, Chief Financial Officer and Chief System Deployment Officer that will be paid as equity-in-lieu-of-cash. Equity bonuses awarded to these individuals in 2025 are expected to be granted in early 2026.
Represents the portion of 2025 base salary settled as equity-in-lieu-of-cash, which was granted as restricted stock unit awards under the 2022 Plan.
Includes a portion of the 2025 base salary settled as equity-in-lieu-of-cash, which was granted as option unit awards under the 2022 Plan.
Represents the full grant date fair value of the stock award or option grant, as applicable, calculated in accordance with FASB ASC Topic 718. Our policy and assumptions made in the valuation of share-based payments are contained in Note 5 to our December 31, 2025 financial statements. The value of stock awards presented in the Summary Compensation Table reflects the grant date fair value of the awards and does not correspond to the actual value that will be recognized by the named executive officers.
Employment Agreements
We have entered into employment agreements, with Robert Eno, the Company’s Chief Executive Officer, Branislav Vajdic, the Company’s President, Kenneth Persen, the Company’s Chief System Deployment Officer, and Timothy Cruickshank, the Company’s Chief Financial Officer.
Robert Eno Employment Agreement
On January 18, 2023 we entered into an employment agreement with Mr. Eno as its President, Mr. Eno will receive an annual salary of $360,000, commencing on January 18, 2023 and was awarded 240,000 stock options. The stock option will vest as to 25% on the 1-year anniversary of the vesting commencement date, and the remainder will vest monthly thereafter on the same day of the month as the vesting commencement date until fully vested. Additionally, during 2023 Mr. Eno was awarded a total of 536,000 options, these stock options vest as follows: Sixty percent (60%) are milestone based vesting on FDA clearance for marketing of HeartBeam’s synthesized 12L product and the remaining forty percent (40%) are time based vesting monthly over 48 months. Mr. Eno will be eligible to receive an annual bonus up to 40% of his annual compensation, subject to adjustment on an annual basis, based upon his performance and overall progress of the Company. Effective January 1, 2024 Mr. Eno’s annual salary increased to $378,000.
On October 17, 2024, we announced the appointment of Robert Eno as Chief Executive Officer (CEO). Mr. Eno succeeds long-time CEO and founder, Branislav Vajdic, Ph.D. Dr. Vajdic. In connection with the CEO Appointment, the Company entered into an employment agreement with Mr. Eno dated October 15, 2024, (the “CEO Employment Agreement”). Pursuant to the CEO Employment Agreement, the Company will compensate Mr. Eno an annual fee of $400,000, which is to be paid in semi-monthly installments in accordance with the Company’s normal payroll procedures. Mr. Eno’s salary will be subject to adjustment pursuant to the Company's employee compensation policies in effect from time to time and he will also be eligible to receive certain employee benefits. Additionally, Mr. Eno may receive an annual bonus of 60% of his annual base salary determined by an agreed to set of corporate goals and objectives.
During 2025, the Company instituted an Equity Compensation Program, whereby a portion of the annual base salary for certain NEOs would be temporarily paid in the form of equity grants in lieu of cash compensation. On September 30, 2025, the Compensation Committee advised and resolved to reduce the annual base salary for Mr. Eno by 20% for six months from July 1, 2025 (Executive Salary Reduction). The annual base salary of $400,000 as in effect immediately prior to the Executive Salary Reduction will automatically be reinstated at the conclusion of the program. In lieu of the 20% reduction in annual base salary, the Committee also advised and approved to grant certain restricted stock unit awards or options to Mr. Eno under the 2022 Plan.
Branislav Vajdic Employment Agreement
On September 10, 2021 we entered into an employment agreement with Dr. Vajdic as its Chief Executive Officer and a member of the board of directors (“2021 Vajdic Agreement”), Dr. Vajdic will receive an annual salary of $325,000, commencing on September 15, 2021. During 2022 the Board of Directors approved an amendment to the 2021 Vajdic Agreement, whereby effective January 1, 2022 Dr. Vajdic’s annual salary increased to $428,000 and he was awarded 359,000 stock options. The stock option will vest as to 25% on the 1-year anniversary of the vesting commencement date, and the remainder will vest monthly thereafter on the same day of the month as the vesting commencement date until fully vested. During 2023 Dr. Vajdic was awarded a total of 1,194,000 options, these stock options vest as follows: Sixty percent (60%) are milestone based vesting on FDA clearance for marketing of HeartBeam’s synthesized 12L product and the remaining forty percent (40%) are time based vesting monthly over 48 months. Pursuant to the amended 2021 Vajdic Agreement, Dr. Vajdic will be eligible to receive an annual bonus up to 60% of his annual compensation, subject to adjustment on an annual basis, based on his performance and overall progress of the Company. Effective January 1, 2024 Dr. Vajdic’s annual salary increased to $449,000.
On October 17, 2024, the Board appointed Branislav Vajdic, PhD as President of the Company (the “President Appointment”) effective as of October 21, 2024. In connection with the President Appointment, the Company entered into an employment agreement with Dr. Vajdic dated October 17, 2024, (the “President Employment Agreement”). Pursuant to the President Employment Agreement, there will be no changes to Dr. Vajdic’s current compensation structure. This President Employment Agreement amends the previous employment agreement executed by Dr. Vajdic and the Company on September 10, 2021.
During 2025, the Company instituted an Equity Compensation Program, whereby a portion of the annual base salary for certain NEOs would be temporarily paid in the form of equity grants in lieu of cash compensation. On September 30, 2025, the Compensation Committee advised and resolved to reduce the annual base salary for Dr. Vajdic by 20% for six months from July 1, 2025 (Executive Salary Reduction). The annual base salary of $449,000 as in effect immediately prior to the Executive Salary Reduction will automatically be reinstated at the conclusion of the program. In lieu of the 20% reduction in annual base salary, the Committee also advised and approved to grant certain options to Dr. Vajdic under the 2022 Plan.
Kenneth Persen Employment Agreement
On August 2, 2022 we entered into an employment agreement with Mr. Persen as its Chief Technology Officer (“2022 Persen Agreement”), Mr. Persen will receive an annual salary of $300,000, commencing on August 2, 2022 and was awarded 80,000 stock options. The stock option will vest as to 25% on the 1-year anniversary of the vesting commencement date, and the remainder will vest monthly thereafter on the same day of the month as the vesting commencement date until fully vested. During 2023 Mr. Persen was awarded a total of 481,000 options, of these stock options, 421,000 will vest as follows: Sixty percent (60%) are milestone based vesting on FDA clearance for marketing of HeartBeam’s synthesized 12L product and the remaining forty percent (40%) are time based vesting monthly over 48 months, and the remaining 60,000 will vest as to 25% on the 1-year anniversary of the vesting commencement date, and the remainder will vest monthly thereafter on the same day of the month as the vesting commencement date until fully vested. Mr. Persen will be eligible to receive an annual bonus up to 30% of his annual base salary, subject to adjustment on an annual basis, based upon his performance and overall progress of the Company. Pursuant to the 2022 Persen Agreement, at the Board of Directors meeting held on August 21, 2023, Mr. Persen’s annual eligible bonus was increased to 35% effective January 1, 2023. Effective January 1, 2024 Mr. Persen’s annual salary increased to $312,000.
Timothy Cruickshank Employment Agreement
On August 27, 2024, we entered into an employment agreement with Mr. Cruickshank as its Chief Financial Officer (“2024 Cruickshank Agreement”), Mr. Cruickshank will receive an annual salary of $385,000, commencing on September 9, 2024 and was awarded 400,000 stock options. The stock option will vest as to 25% on the 1-year anniversary of the vesting commencement date, and the remainder will vest monthly thereafter on the same day of the month as the vesting commencement date until fully vested. Mr. Cruickshank will be eligible to receive an annual bonus up to 45% of his annual base salary, subject to adjustment on an annual basis, based upon his performance and overall progress of the Company.
During 2025, the Company instituted an Equity Compensation Program, whereby a portion of the annual base salary for certain NEOs would be temporarily paid in the form of equity grants in lieu of cash compensation. On September 30, 2025, the Compensation Committee advised and resolved to reduce the annual base salary for Mr. Cruickshank by 20% for six months from July 1, 2025 (Executive Salary Reduction). The annual base salary of $385,000 as in effect immediately prior to the Executive Salary Reduction will automatically be reinstated at the conclusion of the program. In lieu of the 20% reduction in annual base salary, the Committee also advised and approved to grant certain restricted stock unit awards or options under the 2022 Plan.
2025 Outstanding Equity Awards at Fiscal Year-End
The following table sets forth certain information with respect to the value of all equity awards that were outstanding at December 31, 2025:
| Name | Number ofSecuritiesUnderlyingUnexercisedOptionsExercisable(#) | Number ofSecuritiesUnderlyingUnexercisedOptionsUnexercisable(#) | OptionExercisePrice ($) | OptionExpirationDate | Equity:UnearnedShares,Units orOther RightsThat HaveNot Vested(#) | PlanAwards:Market orPayoutValue ofUnearnedShares,Units orOtherRights ThatHave NotVested ($) |
|---|---|---|---|---|---|---|
| Robert Eno(1) | — | 320,000 | $1.65 | 4/7/2035 | — | $— |
| (2) | 297,500 | 59,500 | $2.90 | 8/2/2033 | — | $— |
| (3) | 153,641 | 25,359 | $2.08 | 5/14/2033 | — | $— |
| (4) | 175,000 | 65,000 | $4.47 | 1/18/2033 | — | $— |
| (5) | 9,000 | — | $4.25 | 11/2/2031 | — | $— |
| (6) | 36,363 | — | $0.28 | 11/1/2030 | — | $— |
| Branislav Vajdic, PhD(7) | 54,424 | — | $1.65 | 7/1/2035 | — | $— |
| (8) | — | 180,000 | $1.65 | 4/7/2035 | — | $— |
| (9) | 663,333 | 132,667 | $2.90 | 8/2/2033 | — | $— |
| (10) | 341,616 | 56,384 | $2.08 | 5/14/2033 | — | $— |
| (11) | 351,520 | 7,480 | $1.30 | 1/1/2032 | — | $— |
| Kenneth Persen(12) | — | 20,000 | $1.65 | 4/7/2035 | — | $— |
| (13) | 210,000 | 42,000 | $2.90 | 8/2/2033 | — | $— |
| (14) | 145,058 | 23,942 | $2.08 | 5/14/2033 | — | $— |
| (15) | 41,250 | 18,750 | $2.50 | 3/21/2033 | — | $— |
| (16) | 66,666 | 13,334 | $1.91 | 9/17/2032 | — | $— |
| Timothy Cruickshank (17) | — | 150,000 | $1.65 | 4/7/2035 | — | $— |
| (18) | 124,999 | 275,001 | $2.28 | 9/25/2034 | — | $— |
Mr. Eno was awarded 320,000 options on April 7, 2025, these options are scheduled to vest over 4 years with 25% vesting on April 7, 2026 and the remainder vesting and exercisable monthly thereafter.
Mr. Eno was awarded 357,000 options on August 2, 2023, these options are scheduled to vest sixty percent (60%) upon FDA Clearance for marketing of HeartBeam’s synthesized 12L product and remainder forty percent (40%) one forty-eighth (1/48th) shall vest on each one-month anniversary of the vesting commencement date.
Mr. Eno was awarded 179,000 options on May 14, 2023, these options are scheduled to vest sixty percent (60%) upon FDA Clearance for marketing of HeartBeam’s synthesized 12L product and remainder forty percent (40%) one forty-eighth (1/48th) shall vest on each one-month anniversary of the vesting commencement date.
Mr. Eno was awarded 240,000 options on January 18, 2023, these options are scheduled to vest over 4 years with 25% vesting on January 18, 2024 and the remainder vesting and exercisable monthly thereafter.
Mr. Eno was awarded 9,000 options on November 12, 2021, these options are scheduled to vest monthly over 4 years from the vesting commencement date.
Mr. Eno was awarded 36,363 options on November 1, 2020, these options are scheduled to vest monthly over 4 years from the vesting commencement date.
Dr. Vajdic was awarded 54,424 options on September 30, 2025, these options are scheduled to be fully vested by December, 31, 2025.
Dr. Vajdic was awarded 180,000 options on April 7, 2025, these options are scheduled to vest over 4 years with 25% vesting on April 7, 2026 and the remainder vesting and exercisable monthly thereafter.
Dr. Vajdic was awarded 796,000 options on August 2, 2023, these options are scheduled to vest sixty percent (60%) upon FDA Clearance for marketing of HeartBeam’s synthesized 12L product and remainder forty percent (40%) one forty-eighth (1/48th) shall vest on each one-month anniversary of the vesting commencement date.
Dr. Vajdic was awarded 398,000 options on May 14, 2023, these options are scheduled to vest sixty percent (60%) upon FDA Clearance for marketing of HeartBeam’s synthesized 12L product and remainder forty percent (40%) one forty-eighth (1/48th) shall vest on each one-month anniversary of the vesting commencement date.
Dr. Vajdic was awarded 359,000 options on June 15, 2022, these options are scheduled to vest over 4 years with 25% vesting on January 1, 2023 and the remainder vesting and exercisable monthly thereafter.
Mr. Persen was awarded 20,000 options on April 7, 2025, these options are scheduled to vest over 4 years with 25% vesting on April 7, 2026 and the remainder vesting and exercisable monthly thereafter.
Mr. Persen was awarded 252,000 options on August 2, 2023, these options are scheduled to vest sixty percent (60%) upon FDA Clearance for marketing of HeartBeam’s synthesized 12L product and remainder forty percent (40%) one forty-eighth (1/48th) shall vest on each one-month anniversary of the vesting commencement date.
Mr. Persen was awarded 169,000 options on May 14, 2023, these options are scheduled to vest sixty percent (60%) upon FDA Clearance for marketing of HeartBeam’s synthesized 12L product and remainder forty percent (40%) one forty-eighth (1/48th) shall vest on each one-month anniversary of the vesting commencement date.
Mr. Persen was awarded 60,000 options on March 21, 2023, these options are scheduled to vest over 4 years with 25% vesting on January 18, 2024 and the remainder vesting and exercisable monthly thereafter.
Mr. Persen was awarded 80,000 options on September 17, 2022, these options are scheduled to vest over 4 years with 25% vesting on January 18, 2024 and the remainder vesting and exercisable monthly thereafter.
Mr. Cruickshank was awarded 150,000 options on April 7, 2025, these options are scheduled to vest over 4 years with 25% vesting on April 7, 2026 and the remainder vesting and exercisable monthly thereafter.
Mr. Cruickshank was awarded 400,000 options on September 25, 2024, these options are scheduled to vest over 4 years with 25% vesting on September 26, 2025 and the remainder vesting and exercisable monthly thereafter.
DIRECTOR COMPENSATION
Directors who are also employees of the Company do not receive any separate compensation in connection with their Board service, and we pay a mix of cash fees and equity compensation to our non-employee directors. Prior to 2022, our non-employee directors received a non-qualified initial stock option award upon joining the Board, which vest monthly over a four-year period, beginning on the date of the director’s election to the Board.
On June 15, 2022, the Board of Directors approved a plan for the annual cash compensation of directors effective January 1, 2022:
| Board | Audit Committee | OtherCommittees | |
|---|---|---|---|
| Chair | $120,000 | $25,000 | $15,000 |
| Member | $40,000 | $10,000 | $10,000 |
During 2025, the Company instituted an Equity Compensation Program, whereby 100% of annual cash compensation for the non-employee members of our board of directors would be temporarily paid in the form of equity grants in lieu of cash compensation. On September 30, 2025, the Board of Directors advised and resolved to reduce the annual cash compensation for non-employee members of our board of directors by 100% for six months from July 1, 2025 (Board Fee Reduction). The annual cash compensation as in effect immediately prior to the Board Fee Reduction will automatically be reinstated at the conclusion of the program. In lieu of the 100% reduction in annual cash compensation, the Board also advised and approved to grant certain restricted stock unit awards or options under the 2022 Plan.
The following table presents the total compensation for each person who served as a non-employee member of our board of directors and received compensation for such service during the fiscal year ended December 31, 2025. Other than as set forth in the table and described more fully below:
| Name | Fees Earnedor Paid inCash ($)(1) | OptionAwards ($)(2) | StockAwards($)(3)(4) | Non-EquityIncentive PlanCompensation($) | All OtherCompensation | Total ($) |
|---|---|---|---|---|---|---|
| Richard Ferrari | $72,500 | $— | $172,499 | $— | $— | $244,999 |
| George de Urioste | $37,500 | $62,963 | $75,000 | $— | $— | $175,463 |
| Marga Ortigas-Wedekind | $32,500 | $54,569 | $75,000 | $— | $— | $162,069 |
| Willem Elfrink | $37,500 | $62,963 | $75,000 | $— | $— | $175,463 |
| Mark Strome | $30,000 | $50,372 | $75,000 | $— | $— | $155,372 |
| Kenneth Nelson | $25,000 | $— | $99,999 | $— | $55,000 | $179,999 |
| Michael Jaff, DO (5) | $30,000 | $— | $104,999 | $— | $— | $134,999 |
Represents director fees earned for the six month period ending June 30, 2025 to each of Messrs Ferrari, de Urioste, Elfrink, Strome, Nelson, Jaff and Mmes Ortigas-Wedekind.
Represent Special Option grant in lieu of director fees payable for six months period from July 1-December 31, 2025 to these directors. These awards vested in full as of December 31, 2025. The dollars convert to shares based on the FMV at the date of grant.
Includes a portion of the board compensation settled as equity-in-lieu-of-cash, which was granted as restricted share unit awards under the 2022 Plan, payable for six months period from July 1-December 31, 2025 to these directors.. These awards vested in full as of December 31, 2025.
The annual RSU grants to Mr. Ferrari, de Urioste, Elfrink, Strome, Nelson and Mrs. Ortigas-Wedekind occur at each Annual Stockholder Meeting, vesting in full at the following annual meeting. In addition, Mr. Ferrari, Nelson, and Jaff received a Special RSU grant in lieu of director fees payable for six months period from July 1-December 31, 2025. These awards vested in full as of December 31, 2025. The dollars convert to shares based on the FMV at the date of grant.
The RSU awarded to Dr. Jaff in 2023 will vest in equal annual installments over three years on the day following the annual shareholders’ meeting in 2024, 2025 and 2026. The dollars convert to shares based on the FMV at the date of grant.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.