Timothy Cruickshank
About Timothy Cruickshank
Timothy Cruickshank is Chief Financial Officer (Principal Financial and Accounting Officer) of HeartBeam (BEAT), appointed effective September 9, 2024; he was 43 at appointment and holds an MBA from Keller Graduate School of Management and a BS in Accounting from Syracuse University . In Q2 2025, he emphasized capital discipline: net cash used in operating activities was $3.4M (down 23% QoQ), with baseline recurring spend at ~$3.1M, and period-end cash, cash equivalents, and short-term investments of $5.1M; he also implemented temporary executive base salary reductions with partial share-in-lieu to extend runway . He provides SOX 302/906 certifications as CFO, underscoring accountability for controls and reporting quality .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| ImpediMed | Chief Financial Officer | Oct 2019 – Mar 2024 | Led evolution from device to medtech SaaS model and launch of the SOZO Digital Health Platform |
| ImpediMed | Financial executive | 2008 – 2019 | Senior finance roles supporting commercialization of BIS-based technologies |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Big Brothers Big Sisters of San Diego County | Executive Board Member and Secretary | Current (as of employment agreement) | Disclosed as permissible outside role in BEAT employment agreement |
Fixed Compensation
| Component | Terms |
|---|---|
| Base salary | $385,000 per year (effective Sep 9, 2024) |
| Target annual bonus | 45% of base salary; based on agreed corporate goals/objectives (specific metrics not disclosed) |
| 2024 actual cash comp (pro‑rated) | Salary: $120,313; Bonus: $35,616 (paid early 2025) |
| Temporary cash conservation (2025) | Short-term reduction to executive base salaries with part of compensation in shares to reduce burn |
Performance Compensation
Annual incentive (cash)
| Metric | Weighting | Target | Actual | Payout timing | Notes |
|---|---|---|---|---|---|
| Corporate goals & objectives (undisclosed) | Not disclosed | 45% of base salary | $35,616 for 2024 (pro‑rated; paid in early 2025) | Early 2025 | Specific performance metrics not disclosed |
Equity awards (options/RSUs)
| Award type | Grant date | Shares | Exercise price | Expiration | Vesting | Accounting grant-date value |
|---|---|---|---|---|---|---|
| Stock options (time-based) | Sep 25, 2024 | 400,000 | $2.28 | Sep 25, 2034 | 25% on Sep 26, 2025; then monthly thereafter | $820,434 option award value in 2024 SCT |
Context: In 2023 BEAT granted 2,208,000 options to executives/employees with 60% vesting upon FDA clearance of the synthesized 12‑lead product and 40% time-based; management’s probability assessment (Q3 2025 10‑Q) continued to estimate FDA clearance by Dec 31, 2025, implying potential broad-based vesting if achieved (not specific to Cruickshank’s 2024 time-based grant) .
Equity Ownership & Alignment
| Ownership element | Detail |
|---|---|
| Beneficial ownership | 17,647 shares as of Mar 31, 2025; “*” indicates <1% of outstanding |
| Unvested awards | 400,000 unexercisable options outstanding at 12/31/2024 (time-based) |
| Exercisable vs unexercisable (12/31/2024) | Exercisable: 0; Unexercisable: 400,000 |
| Stock ownership/hedging/pledging policy | Hedging, short sales, options on company stock, margin accounts and pledging are prohibited for all directors/officers/employees absent unanimous approval by the compliance committee; policy bans margin/pledge outright |
Employment Terms
| Term | Economics / Provision |
|---|---|
| Start date and status | Effective Sep 9, 2024; at‑will employment |
| Severance (without Cause or resignation for Good Reason) | Lump-sum cash equal to six (6) months of then‑base salary; full acceleration of vesting of outstanding equity; COBRA premium reimbursement up to 6 months (or taxable equivalent if required) |
| Change‑of‑Control equity acceleration | All shares under the option accelerate and vest in full upon the Company’s termination of engagement following a Change in Control (i.e., double trigger) |
| “Good Reason” (summary) | Material base salary reduction (except broad-based), material diminution of authority/duties, relocation ≥50 miles, or material Company breach; notice and cure periods apply |
| 409A six‑month delay | If deemed a “specified employee,” certain severance payments may be delayed 6 months to comply with Section 409A |
| Arbitration/Confidentiality/IP | At‑Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement required |
| Clawback | Awards subject to recoupment under any required clawback policy/listing standards; plan-level forfeiture/recoupment provisions apply |
Performance & Track Record
- Cash discipline: Q2 2025 net operating cash outflow $3.4M (−23% QoQ), baseline recurring spend ~$3.1M vs historic ~$3.5M; temporary cuts to board fees/executive salaries with partial equity-in-lieu to extend runway .
- Liquidity: Ended Q2 2025 with $5.1M across cash, cash equivalents and ST investments; ongoing focus on strategic financing with emphasis on minimizing dilution .
- Controls: CFO executed SOX 302 and 906 certifications on Q3 2025 10‑Q .
Compensation Committee and Governance Context
- Compensation Committee members: Ferrari (Chair), Elfrink, Strome, de Urioste; independent under Nasdaq/SEC rules .
- Compensation philosophy: Emphasize equity over cash to preserve cash and align with shareholders; annual bonuses plus multi‑year stock options; competitive calibration via informal benchmarks .
Compensation Structure Analysis
- Cash vs equity mix (2024 partial year): Salary $120,313 and bonus $35,616 vs option grant-date value $820,434—equity-heavy mix consistent with policy to prioritize long-term incentives and cash preservation .
- Risk metrics in incentives: Annual bonus tied to corporate goals (specifics not disclosed); 2024 option grant for Cruickshank is time-based; broader management 2023 option cohort carries a 60% FDA-clearance milestone (potential 2025 acceleration) .
- Discretionary/structural adjustments: Temporary (2025) cash conservation via pay reductions and equity-in-lieu signals management alignment and liquidity management .
- Clawback and anti‑hedging/pledging: Formal policies reduce misalignment and risk-taking incentives .
Investment Implications
- Alignment vs retention: Cruickshank’s current direct ownership is modest (17,647 shares; <1%), but he holds 400,000 time-vested options (25% cliffs on Sep 26, 2025, then monthly), aligning upside to sustained price appreciation while relying on options for meaningful ownership build . Severance provides six months’ salary plus full equity acceleration for without-cause/Good Reason terminations, which can reduce “golden handcuff” stickiness outside a CoC but is typical for micro-cap talent markets .
- Potential selling pressure windows: 25% of his 400,000 options vest on Sep 26, 2025; additionally, if the company attains FDA clearance (management estimate remained Dec 31, 2025 in Q3 2025 10‑Q), the 60% milestone portion of the 2023 company-wide executive/employee options could vest, creating a broader supply overhang to monitor .
- Cash preservation signaling: The 2025 temporary shift of some executive pay into equity and fee reductions underscores capital discipline and may be viewed as confidence/alignment; monitor whether this persists and any impact on dilution and vesting cadence .
- Risk controls: Hedging/pledging prohibitions and clawback readiness mitigate governance red flags; no pledging is allowed, and awards are subject to recovery under required policies .