Branislav Vajdic
About Branislav Vajdic
Branislav Vajdic, PhD, is President and Founder of HeartBeam (NASDAQ: BEAT) and a member of the board of directors. He is 70, earned a PhD in Electrical Engineering from the University of Minnesota, and previously led flash memory innovation at Intel and served as CEO/founder of NewCardio . He transitioned from CEO to President effective October 21, 2024 with no change to compensation structure . Recent execution highlights tied to his technology include FDA clearance for HeartBeam’s 3D ECG technology in Dec 2024 and a Jan 2025 submission for 12‑lead synthesis software, a milestone that also governs vesting on a portion of his option grants .
Recent EBITDA trend (company pre-revenue) underscores ongoing investment ahead of commercialization:
- Q4’24: -$4.94M*, Q1’25: -$5.50M*, Q2’25: -$5.03M*, Q3’25: -$5.28M* (Values retrieved from S&P Global)
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HeartBeam | President; Director; prior CEO | 2021–present (President since Oct 2024) | Founder/architect of core 3D ECG vision; governance continuity on board . |
| NewCardio (public) | CEO and Founder | 2007–2010 | Led cardiovascular device company; entrepreneurial leadership . |
| Intel | Senior management; flash memory designer; led Pentium 1–4 engineering | 1984–2007 | Two Intel Achievement Awards; multiple patents; foundational semiconductor innovations . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in 2025 Proxy/10-K for current external directorships specific to Dr. Vajdic | — | — | — |
- No current public-company board seats beyond HeartBeam disclosed for Dr. Vajdic .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $428,000 | $449,000 |
| Target Annual Bonus (% of salary) | Up to 60% | Up to 60% |
| Actual Annual Bonus ($) | $192,600 | $177,804 |
Notes:
- Transition to President (Oct 2024) did not change compensation structure .
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual/Payout | Vesting/Conditions |
|---|---|---|---|---|---|
| Stock Options (Grant: 398,000 on May 14, 2023; strike $2.08; exp. 05/14/2033) | FDA clearance for marketing of synthesized 12‑lead product (milestone) and time-based component | 60% milestone / 40% time | N/A | N/A | 60% vests on FDA clearance; 40% vests monthly over 48 months . |
| Stock Options (Grant: 796,000 on Aug 2, 2023; strike $2.90; exp. 08/02/2033) | Same as above | 60% milestone / 40% time | N/A | N/A | 60% vests on FDA clearance; 40% vests monthly over 48 months . |
| Stock Options (Grant: 359,000 on Jun 15, 2022; strike $1.30; exp. 06/14/2032) | Service/time | — | N/A | N/A | 25% on 1/1/2023; remainder monthly thereafter . |
| Annual Cash Bonus | Company performance and overall progress (specific KPIs not disclosed) | N/A | 60% of salary | $177,804 for 2024 | Paid early 2025 . |
- As of May 2025, FDA 3D ECG was cleared (Dec 2024) and 12‑lead synthesis software was submitted (Jan 2025) but not yet disclosed as cleared; thus milestone-vested portions likely remain unvested until 12‑lead clearance triggers vesting .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 1,464,456 shares (4.27% of outstanding as of 3/31/2025) . |
| Ownership Components | Includes founders equity (794,545), 2015 note conversion (115,559), 35,000 BEATW warrants, 1,287 shares via warrant exercise; plus vested options; excludes 1,069,793 unvested options . |
| Vested vs Unvested Options | Vested: 483,207; Unvested: 1,069,793 (as of 3/31/2025) . |
| Options Exercisable (within 60 days of 3/31/2025) | 34,858 . |
| Hedging/Pledging Policy | Company prohibits hedging, short sales, options trading, and holding stock in margin/pledged accounts absent unanimous advance approval . |
| Exercises/Vesting in 2024 | No options exercised or stock vested by Vajdic in 2024 per table . |
Outstanding and Vesting Equity Detail (Year-end 2024)
| Grant Date | Exercisable | Unexercisable | Strike ($) | Expiration | Vesting Terms |
|---|---|---|---|---|---|
| 08/02/2023 | 106,133 | 689,867 | 2.90 | 08/02/2033 | 60% on FDA 12‑lead clearance; 40% monthly over 48 months . |
| 05/14/2023 | 63,016 | 334,984 | 2.08 | 05/14/2033 | Same as above . |
| 06/15/2022 | 261,770 | 97,230 | 1.30 | 06/14/2032 | 25% on 1/1/2023; remainder monthly . |
Implication: a substantial proportion of Vajdic’s 2023 awards remains unvested pending 12‑lead clearance, concentrating prospective vesting and potential selling pressure around that regulatory event .
Employment Terms
| Term | Disclosure |
|---|---|
| Initial CEO Agreement | 9/10/2021; salary $325,000 (from 9/15/2021) . |
| Amendments | Salary increased to $428,000 effective 1/1/2022; 359,000 options granted (time-based) . |
| 2023 Option Grants | Total 1,194,000 options; 60% milestone (12‑lead FDA clearance), 40% time-based over 48 months . |
| 2024 Role Change | Appointed President effective 10/21/2024; no compensation changes; President Employment Agreement amends 2021 agreement . |
| Bonus Target | Up to 60% of salary (subject to annual adjustment) . |
| Severance / CoC | Individual severance terms for Vajdic not disclosed in 2025 proxy/8-Ks; equity plan provides CoC handling/possible acceleration if awards not continued by successor . |
| Clawback | Equity awards subject to clawback under applicable law/listing standards . |
| Non-compete/Non-solicit | Not disclosed. |
Board Governance (Director Role)
- Board service: Director nominee in 2025; has served on the board during 2022–2025 filings .
- Committee roles: Not listed as a member of Audit, Compensation, Nominating & Governance, or Commercialization committees (those committees and members are disclosed; Vajdic not included) .
- Independence: The board has seven independent directors; as an executive officer, Vajdic is not independent .
- Attendance: In 2024, the board held six meetings; each director attended at least 75% of board/committee meetings during their service period .
- Leadership structure: Separate Chair (Richard Ferrari) and CEO (Robert Eno); board believes this structure supports effective oversight; executive sessions of independent directors held at regularly scheduled meetings .
Director compensation: Employee-directors do not receive separate board compensation (non-employee director retainers/RSUs are disclosed separately) .
Compensation Structure Analysis
- Equity-heavy profile with milestone-based vesting: 60% of 2023 grants vest only upon FDA clearance for 12‑lead synthesis software, directly tying equity value realization to regulatory progress; remaining 40% vests over 48 months, aiding retention .
- Cash compensation modest vs peers-by-philosophy: Committee emphasizes equity over salary to preserve cash and align with shareholders .
- Annual bonus design: Target at 60% of salary; payout determined by company performance and overall progress (specific KPIs not disclosed); 2024 payout was $177,804 .
- No option repricing or timing manipulation: Company states no practices to time equity grants around MNPI; no 402(x)(2) disclosure triggers .
- Share pool expansion: 2025 proposal to increase 2022 Plan shares by 3,000,000 (to 11,900,000) to support ongoing equity program; incremental potential dilution ~9% if approved .
Related-Party Transactions and Risk Indicators
- Related-party transactions: None meeting Item 404(a) thresholds since start of FY2025 .
- Hedging/pledging: Prohibited absent unanimous pre-approval; also prohibits short sales, options trading, and margin accounts, reducing misalignment risk .
- Clawback: Plan-level clawback compliant with law/listing standards .
- Section 16 compliance: Company reports timely filings in 2024 except one late Form 4 (not Vajdic) .
Say-on-Pay, Peer Group, Consultant
- The 2025 proxy discloses compensation philosophy but does not detail a formal peer group, target percentile, or say‑on‑pay vote outcomes; no consultant details disclosed in the provided sections –.
Performance & Track Record Context
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| EBITDA ($) | -4,942,250* | -5,497,000* | -5,029,000* | -5,282,000* |
- Values retrieved from S&P Global.
- Commercial readiness milestones: FDA clearance for 3D ECG (Dec 2024) and FDA submission for 12‑lead synthesis (Jan 2025) support forthcoming commercialization and are directly tied to vesting triggers for executive options .
Investment Implications
- Pay-for-performance alignment: A large portion of Vajdic’s 2023 equity grants vest only upon FDA 12‑lead clearance, concentrating upside on a clear regulatory catalyst; time‑based components and prior 2022 grant support retention .
- Overhang/selling pressure timing: If 12‑lead clearance is achieved, 60% tranches from 2023 option grants could vest at once, increasing short‑term potential insider selling pressure; nevertheless, company policy restricts hedging/pledging and options timing practices .
- Ownership alignment: 4.27% beneficial stake with substantial vested options indicates meaningful skin‑in‑the‑game; no related‑party red flags and clawback protections in place .
- Governance: Dual role as President and director is balanced by a separate Chair and CEO, with independent committees, reducing governance concentration risks; Vajdic holds no key committee roles .
- Execution risk: Continued negative EBITDA reflects investment phase pre‑commercialization; regulatory and launch milestones are key near‑term determinants for value creation and equity vesting outcomes (12‑lead clearance) (EBITDA values retrieved from S&P Global).