Eric Schlorff
Chief Executive Officer and Interim Chief Financial Officer and Treasurer at SeaStar Medical Holding
CEO
Executive
Board
About Eric Schlorff
Eric Schlorff, 52, is CEO and Director of SeaStar Medical Holding Corporation (ICU). He has served as CEO since July 2019 (previously COO from March–July 2019) and Director since 2019, with a prior board term from 2016–2019 . He spent 1999–2019 at The Dow Chemical Company/Dow AgroSciences across global finance, market intelligence, alternative investments, and new business development roles . Under his tenure, SeaStar secured FDA HDE approval for QUELIMMUNE (pediatric AKI), shipped first commercial units in July 2024, and is running the NEUTRALIZE‑AKI pivotal adult trial (94 enrolled by March 25, 2025; topline expected 2026) . The stock closed at $1.28 on April 16, 2025 and $0.5506 on November 3, 2025, reflecting financing and listing dynamics discussed in special proxies .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SeaStar Medical | Chief Executive Officer; Director | CEO since Jul 2019; Director since 2019; earlier Director 2016–2019 | Led regulatory path to pediatric HDE approval; commercial launch; advanced adult pivotal trial |
| SeaStar Medical | Chief Operating Officer | Mar–Jul 2019 | Transition leadership pre‑Business Combination |
| The Dow Chemical Company / Dow AgroSciences | Multiple roles: Global Director Alternative Investments; Global Finance Leader, Crop Protection & Seeds; Global Market Intelligence Leader; Senior Investment Manager; New Business Development; Global Financial Analyst | 1999–2019 | Finance, strategy, market intelligence; large‑scale planning and execution experience |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 420,000 | 420,000 |
| Target Bonus (% of Salary) | 53% (discretionary) | 53% (discretionary) |
| Actual Bonus Paid ($) | — | — |
| Stock Awards (RSUs) – Grant‑date Fair Value ($) | 97,863 | 142,350 |
| Option Awards – Grant‑date Fair Value ($) | 120,097 | — |
| Notes | Employment agreement: discretionary bonus up to 53% of salary; 12‑month salary and health benefits severance if terminated without cause . | Board cut cash comp 20% in June 2025, restored to original levels effective Oct 1, 2025 . |
Performance Compensation
| Incentive Element | Metric/Terms | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Bonus | Discretionary, based on Company and individual performance | N/A | Up to 53% of salary | $0 in 2023; $0 in 2024 | Cash, if awarded |
| RSUs (Nov 2024 grant) | Time‑based equity | N/A | 65,000 units | Grant‑date fair value included in FY 2024 ($142,350) | 33.33% on Jul 1, 2025; 33.33% on Jul 1, 2026; 33.33% on Jul 1, 2027 |
| RSUs (Apr 2022 grant) | Time‑based equity | N/A | 671 units unvested at 12/31/24 | N/A | 50% after 1 year from Apr 21, 2022; balance monthly over 24 months |
| Options (Apr 6, 2023) | Stock options | N/A | 3,989 options at $46.00 | N/A | Vested 100% on Apr 6, 2024; expire Apr 6, 2033 |
| Options (Oct 28, 2022) | Stock options | N/A | 3,360 at $13.25; 720 at $250.00 | N/A | Fully vested; expire Feb 20, 2030 and Mar 1, 2029, respectively |
Clawback policy: Adopted Dec 1, 2023; recovery of incentive‑based comp upon financial restatement; no recoupment required based on past awards .
Equity Ownership & Alignment
| Date (Record) | Shares Beneficially Owned | % of Class | Notable Holdings Details |
|---|---|---|---|
| Oct 24, 2024 | 57,611 | 1.3% | Includes 8,399 options exercisable and 330 RSUs vesting within 60 days |
| Feb 11, 2025 | 58,106 | <1% | Includes 8,069 options exercisable and 330 RSUs vesting within 60 days |
| Apr 16, 2025 | 41,586 | <1% | Includes 176 RSUs vesting within 60 days |
| Oct 27, 2025 | 63,253 | <1% | Includes 8,069 options; weighted‑avg exercise price $50.57 |
Policies:
- Anti‑hedging policy prohibits hedging transactions by directors and employees .
- No pledging disclosure identified; none indicated in ownership tables .
Employment Terms
| Provision | Key Terms |
|---|---|
| Base compensation & bonus | Annual base salary; eligibility for executive bonus plan; discretionary bonus up to 53% of salary . |
| Severance (without cause) | Continued base salary up to 12 months and health benefits continuation (offset by mitigation), subject to general release . |
| Change‑of‑control (CIC) | All outstanding stock options vest upon a CIC; vested options exercisable up to 12 months post‑termination (other than for cause) . |
| Clawback | SEC/Nasdaq‑compliant compensation recovery policy adopted Dec 1, 2023 . |
| Non‑compete / Non‑solicit | Not specifically disclosed in the CEO agreement section; not found in cited filings . |
Board Governance
- Role: Director (employee, not independent) .
- Independent Chair: Rick Barnett served as Chair in FY 2024; Jennifer A. Baird appointed Chair July 16, 2025; Barnett resigned Board leadership roles for personal reasons (no disagreement) .
- Committee memberships (FY 2024):
- Audit: John Neuman (Chair), Jennifer Baird, Kenneth Van Heel
- Compensation: Jennifer Baird (Chair), Rick Barnett, Bernadette Vincent
- Nominating & Corporate Governance: Rick Barnett (Chair), John Neuman, Kenneth Van Heel
Baird became Nominating Committee Chair with her appointment as Board Chair (July 2025) .
- Attendance: Board held 13 meetings in FY 2024; all directors except two former directors met ≥75% attendance .
- Independence: Majority of Board independent; all committee members independent; CEO is not independent .
- Executive Sessions: Non‑management directors meet regularly; independent Chair presides (policy) .
Director Compensation
SeaStar reports non‑employee director compensation; employee directors (e.g., CEO) are not listed in the director fee table. FY 2024 non‑employee director cash retainers and RSU grants are disclosed; example figures include Barnett ($103,000 cash; $13,040 RSUs) and others (various RSU grants vesting through 2027) . In June 2025, the Board reduced director cash retainers by 20%; retainers restored to original levels effective Oct 1, 2025 .
Performance & Track Record
- Regulatory/clinical milestones: HDE approval (Feb 21, 2024), first QUELIMMUNE shipments (July 2024) ; adult AKI NEUTRALIZE‑AKI pivotal trial approved (IDE), 94 patients enrolled by Mar 25, 2025; interim results mid‑2025; PMA targeted mid‑2026 .
- Breakthrough Device Designations: AKI (Apr 29, 2022), CRS/LVAD (Sep 28, 2023), AKI with acute‑on‑chronic liver failure (Oct 18, 2023), ESRD chronic dialysis (Nov 6, 2024) .
Compensation Structure Analysis
- Mix and risk profile: Schlorff’s pay emphasizes fixed salary with time‑based RSUs; limited use of performance‑based cash in 2023–2024 (no bonuses paid) . Options granted in 2023 fully vested by Apr 2024, aligning upside with share appreciation .
- CIC terms: Single‑trigger option acceleration on CIC increases executive protection; potential investor concern if CIC occurs without strong performance link .
- Clawback: SEC/Nasdaq‑aligned policy mitigates restatement risk on incentive recovery .
- 2025 cash discipline: Temporary 20% reduction in executive and director cash compensation in June 2025, restored Oct 1, 2025 indicates cost management amid financing/listing challenges .
Risk Indicators & Red Flags
- Legal: Class action filed July 2024; amended March 4, 2025; derivative action filed Dec 13, 2024 (stayed) .
- Listing/financing: Reverse splits (25‑to‑1 in Jun 2024; proposed 1‑for‑10 in Dec 2025), large authorized share counts, Nasdaq bid‑price deficiency remedial actions .
- CFO turnover: CFO terminated Aug 2025; Schlorff named interim CFO and principal financial officer (concentration of roles) .
Investment Implications
- Alignment: Significant unvested RSUs (65,000 vesting over 2025–2027) and previously vested options tie upside to equity appreciation; lack of recent performance‑linked cash payouts reduces short‑term cash incentives .
- Retention risk: Severance provides 12 months of salary/benefits; CIC option acceleration is protective. 2025 temporary comp cuts (later restored) suggest operational cash vigilance; interim CFO dual role adds key‑man concentration risk .
- Trading signals: Upcoming RSU vesting tranches (Jul 1 annually) may create supply overhang; monitor Form 4 filings around vest dates and any 10b5‑1 plans. Beneficial ownership remains <1%, limiting direct insider stake but options provide leverage .
- Execution: Clinical/regulatory milestones (mid‑2025 interim; 2026 PMA) are primary value levers; governance with independent Chair and fully independent committees offsets CEO non‑independence .
Appendix: Outstanding Equity Awards (as of Dec 31, 2024)
| Type | Units/Strike | Expiration | Vesting |
|---|---|---|---|
| Options | 720 @ $250.00 | 3/1/2029 | Fully vested |
| Options | 3,360 @ $13.25 | 2/20/2030 | Fully vested |
| Options | 3,989 @ $46.00 | 4/6/2033 | Vested 100% on 4/6/2024 |
| RSUs (Apr 2022) | 671 unvested | — | 50% after 1 year from 4/21/2022; remaining monthly over 24 months |
| RSUs (Nov 2024) | 65,000 | — | 33.33% on 7/1/2025; 33.33% on 7/1/2026; 33.33% on 7/1/2027 |
Notes:
- CEO biography, roles, age: .
- Executive compensation details: .
- Ownership tables/dates: .
- Governance/committees/independence: ; Chair changes .
- Legal and financing risks: .
- Cash comp adjustments/restoration: .
- Interim CFO appointment: .
- HDE approval and commercial status, pivotal trial: .