HeartBeam Inc
For the period ended Dec 31, 2024. Filed Mar 13, 2025.
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FY2024 · Filed Mar 13, 2025
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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, 2024 and December 31, 2023 are indicated below:
| Name and PrincipalPosition · Year · Salary($) · Bonus($)(1,2) · StockAwards($)(3) · OptionAwards($)(3) · All OtherCompensation($) · Total($) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Robert Eno(1) | 2024 | $379,354 | $111,321 | $— | $— | $— | $490,675 | |
| Chief Executive Officer (Former President) (2) | 2023 | $345,000 | $102,970 | $— | $2,086,639 | $— | $2,534,609 | |
| Branislav Vajdic, PhD (1) | 2024 | $449,000 | $177,804 | $— | $626,804 | |||
| President(Former Chief Executive Officer) (2) | 2023 | $428,000 | $192,600 | $— | $2,630,143 | $— | $3,250,743 | |
| Kenneth Persen(1) | 2024 | $310,000 | $61,776 | $— | $— | $— | $371,776 | |
| Chief System Deployment Officer (2) | 2023 | $300,000 | $78,780 | $— | $1,033,930 | $— | $1,412,710 | |
| Timothy Cruickshank(1) | 2024 | $120,313 | $35,616 | $— | $820,434 | $— | $976,363 | |
| Chief Financial Officer | ||||||||
| Richard Brounstein(1) | 2024 | $20,833 | $— | $— | $— | $— | $20,833 | |
| Former Chief Financial Officier (2) | 2023 | $250,000 | $75,000 | $— | $— | $— | $325,000 | |
Cash bonuses awarded to the Chief Executive Officer, President, Chief Financial Officer and Chief System Deployment Officer in 2024 are expected to be paid early 2025.
Cash bonuses awarded to the Chief Executive Officer, President and Chief Business Officer, Chief Financial Officer and Chief Technology Officer in 2023 were paid early 2024.
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, 2024 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 Branislav Vajdic, the Company’s President, Robert Eno, the Company’s Chief Executive Officer, Kenneth Persen, the Company’s Chief System Deployment Officer, and Timothy Cruickshank, the Company’s Chief Financial Officer.
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.
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. In 2025, the Compensation Committee of the Board will do a full review of equity ownership, with the intent to establish long-term incentives for the role that align to peer group benchmarks and are in line with increasing shareholder value.
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 $385,000, commencing on September 9, 2024 and was awarded 400,000 stock options. The stock option will vest as to 25% on the 1-year anniversary of the vesting commencement date, and the remainder will vest monthly thereafter on the same day of the month as the vesting commencement date until fully vested. Mr. Cruickshank will be eligible to receive an annual bonus up to 45% of his annual base salary, subject to adjustment on an annual basis, based upon his performance and overall progress of the Company.
2024 Outstanding Equity Awards at Fiscal Year-End
The following table sets forth certain information with respect to the value of all equity awards that were outstanding at December 31, 2024:
| Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Equity: Unearned Shares, Units or Other Rights That Have Not Vested (#) | Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
|---|---|---|---|---|---|---|
| Branislav Vajdic, PhD(1) | 106,133 | 689,867 | $2.90 | 08/02/2033 | — | $— |
| (2) | 63,016 | 334,984 | $2.08 | 05/14/2033 | — | $— |
| (3) | 261,770 | 97,230 | $1.30 | 06/14/2032 | — | $— |
| Robert Eno(4) | 47,600 | 309,400 | $2.90 | 08/02/2033 | — | $— |
| (5) | 28,341 | 150,659 | $2.08 | 05/14/2033 | — | $— |
| (6) | 115,000 | 125,000 | $4.47 | 01/18/2033 | — | $— |
| (7) | 6,937 | 2,063 | $4.25 | 11/12/2031 | — | $— |
| (8) | 36,363 | — | $0.28 | 11/01/2030 | — | $— |
| Kenneth Persen(9) | 33,600 | 218,400 | $2.90 | 08/02/2033 | — | $— |
| (10) | 26,758 | 142,242 | $2.08 | 05/14/2033 | — | $— |
| (11) | 26,250 | 33,750 | $2.50 | 03/21/2033 | — | $— |
| (12) | 46,666 | 33,334 | $1.91 | 09/17/2032 | — | $— |
| Timothy Cruickshank (13) | — | 400,000 | $2.28 | 09/25/2034 | — | $— |
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. 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.
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 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.
Options Exercised and Stock Vested
The following table summarizes, with respect to our named executive officers, all options that were exercised on stock that was vested during fiscal 2024:
| Name | Option Awards | |
|---|---|---|
| Number of Shares Acquired on Vesting (#) | Value Realized on Exercise ($)(1) | |
| Branislav Vajdic, PhD | — | $— |
| Robert Eno | — | $— |
| Kenneth Persen | — | $— |
| Timothy Cruickshank | $— | $— |
- Based on the closing market price of our Common Stock as reported on the NASDAQ Capital Market on December 31, 2024.
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 cash fees 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 | Other Committees | |
|---|---|---|---|
| Chair | $120,000 | $25,000 | $15,000 |
| Member | $40,000 | $10,000 | $10,000 |
The following table presents the total compensation for each person who served as a non-employee member of our board of directors and received compensation for such service during the fiscal year ended December 31, 2024. Other than as set forth in the table and described more fully below:
| Name | Fees Earned or Paid in Cash ($)(1) | Option Awards ($) | Stock Awards($)(2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation | Total ($) |
|---|---|---|---|---|---|---|
| Richard Ferrari | $145,000 | $— | $100,000 | $— | $— | $245,000 |
| George de Urioste | $75,000 | $— | $75,000 | $— | $— | $150,000 |
| Marga Ortigas-Wedekind | $65,000 | $— | $75,000 | $— | $— | $140,000 |
| Willem Elfrink | $75,000 | $— | $75,000 | $— | $— | $150,000 |
| Mark Strome | $60,000 | $— | $75,000 | $— | $— | $135,000 |
| Kenneth Nelson | $52,775 | $— | $75,000 | $— | $— | $127,775 |
| Michael Jaff (3) | $56,071 | $— | $75,000 | $— | $— | $131,071 |
Represents director fees earned for the twelve month period to each of Messrs Ferrari, de Urioste, Elfrink, Strome, Nelson, Jaff and Mmes Ortigas-Wedekind.
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. 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.