SeaStar Medical Holding Corp Stock Compensation Disclosure
Note 12. Stock-Based Compensation Awards
The following table sets forth the total stock-based compensation cost included in the Company’s consolidated statements of operations for the years ended December 31, 2024 and 2023:
($ in thousands) |
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2024 |
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2023 |
Research and development |
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$ |
157 |
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$ |
160 |
General and administrative (*) |
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|
730 |
|
|
292 |
Total |
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|
$ |
887 |
|
$ |
452 |
(*) - Includes approximately $72,000 in stock bonuses pursuant to the 2022 Omnibus Incentive Plan.
Equity incentive plan - summary
2022 Omnibus Incentive Plan
The Company’s Board of Directors adopted, and the shareholders approved the 2022 Omnibus Incentive Plan to provide long-term incentive for its employees and non-employee service providers. The vesting of stock options is stated in each individual grant agreement, which is generally either or four years. Options granted expire 10 years after the date of grant.
2019 Stock Incentive Plan
The Company’s Board of Directors adopted the 2019 Stock Incentive Plan on February 25, 2019, to provide long-term incentive for its employees and non-employee service providers. The Stock Incentive Plan was terminated on October 28, 2022, and no further awards were granted under such plan.
Stock Options
Option activity for the year ended December 31, 2024, is as follows:
2022 Omnibus Incentive Plan - Options
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Weighted |
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Weighted |
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Average |
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Average |
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Total |
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Remaining |
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Exercise |
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Intrinsic |
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Contractual |
($ in thousands) |
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Options |
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Price |
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Value |
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Life (Years) |
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Outstanding as of December 31, 2023 |
|
14,045 |
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$ |
46.00 |
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$ |
— |
|
9.3 |
Exercised |
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— |
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Issued |
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— |
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Forfeited / cancelled |
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(931) |
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|
Outstanding as of December 31, 2024 |
|
13,114 |
|
$ |
46.00 |
|
$ |
— |
|
8.5 |
Vested and exercisable as of December 31, 2024 |
|
13,114 |
|
$ |
— |
|
$ |
— |
|
8.5 |
2019 Stock Incentive Plan - Options
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Weighted |
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Weighted |
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Average |
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Average |
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Total |
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Remaining |
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Exercise |
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Intrinsic |
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Contractual |
($ in thousands) |
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Options |
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Price |
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Value |
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Life (Years) |
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|
|
Outstanding as of December 31, 2023 |
|
9,797 |
|
$ |
46.00 |
|
$ |
— |
|
6.7 |
Exercised |
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— |
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Issued |
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— |
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Forfeited / cancelled |
|
(980) |
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|
|
Outstanding as of December 31, 2024 |
|
8,817 |
|
$ |
46.00 |
|
$ |
— |
|
5.9 |
Vested and exercisable as of December 31, 2024 |
|
8,503 |
|
$ |
46.00 |
|
$ |
— |
|
5.9 |
Restricted Stock Units
A summary of the Company’s restricted stock unit (“RSU”) activity for the year ended December 31, 2024, is as follows:
2022 Omnibus Incentive Plan - RSUs
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Restricted Stock Units |
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Weighted Average Grant Date Fair Value (per share) |
Outstanding as of December 31, 2023 |
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|
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9,361 |
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$ |
36.75 |
Granted |
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219,500 |
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Vested |
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(9,183) |
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Forfeited / cancelled |
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(178) |
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Outstanding as of December 31, 2024 |
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219,500 |
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$ |
5.09 |
2019 Stock Incentive Plan - RSUs
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Restricted Stock Units |
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Weighted Average Grant Date Fair Value (per share) |
Outstanding as of December 31, 2023 |
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3,698 |
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$ |
200.00 |
Granted |
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— |
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Vested |
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(2,529) |
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Forfeited / cancelled |
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(422) |
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Outstanding as of December 31, 2024 |
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|
747 |
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$ |
200.00 |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.