SeaStar Medical (ICU) adopts 2026 retention bonus program for top executives
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
SeaStar Medical Holding Corporation approved cash and stock retention bonuses for executives Eric Schlorff and Kevin Chung under a 2026 Retention Bonus Program. Schlorff’s bonus totals $200,000 and Chung’s totals $140,000, each split into three equal installments.
Each one-third payment is scheduled for July 1, 2026, November 1, 2026, and March 1, 2027, subject to continued employment on each vesting date. Executives will also receive an additional amount equal to 25% of each payment in shares of common stock under the 2022 Omnibus Incentive Plan, based on the closing share price on each vesting date.
If an executive departs before a vesting date, remaining payments are forfeited, while a separation without cause provides a pro‑rated amount of the next payment. The company executed individual 2026 Retention Bonus Program Agreements with both executives, filed as exhibits to this report.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 5.02, 9.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Total bonus - Eric Schlorff: $200,000
Total bonus - Kevin Chung: $140,000
Each 1/3 payment - Schlorff: $66,666
+4 more
7 metrics
Total bonus - Eric Schlorff
$200,000
Retention bonus under 2026 Retention Bonus Program
Total bonus - Kevin Chung
$140,000
Retention bonus under 2026 Retention Bonus Program
Each 1/3 payment - Schlorff
$66,666
Per‑installment cash portion of retention bonus
Each 1/3 payment - Chung
$46,666
Per‑installment cash portion of retention bonus
Stock value per 1/3 payment - Schlorff
$16,666.50
Value of restricted stock for each installment
Stock value per 1/3 payment - Chung
$11,666.50
Value of restricted stock for each installment
Stock portion rate
25% of each payment
Paid in common stock based on closing share price
Key Terms
retention bonuses, 2022 Omnibus Incentive Plan, separated from the Company without cause, Emerging growth company, +1 more
5 terms
retention bonuses financial
"approved retention bonuses for each of Eric Schlorff and Kevin Chung"
2022 Omnibus Incentive Plan financial
"shares of the Company’s common stock under the Company’s 2022 Omnibus Incentive Plan"
separated from the Company without cause financial
"If an Executive is separated from the Company without cause, he will receive a pro-rata amount"
Emerging growth company regulatory
"Emerging growth company Item 5.02 Departure of Directors or Certain Officers"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Retention Bonus Program Agreement financial
"entered into a 2026 Retention Bonus Program Agreement with each of the Executives"
FAQ
What executive retention bonuses did ICU approve in this 8-K?
SeaStar Medical approved retention bonuses of $200,000 for Eric Schlorff and $140,000 for Kevin Chung. Each bonus is paid in three installments with an added stock component equal to 25% of each payment.
How and when do the ICU executive retention bonuses vest?
The retention bonuses vest in three equal parts on July 1, 2026, November 1, 2026, and March 1, 2027. Each installment requires the executive to remain employed through the applicable vesting date.
What portion of the ICU retention bonuses is paid in stock?
In addition to cash, each executive receives 25% of each installment in SeaStar Medical common stock. The number of shares is determined using the closing share price on each applicable vesting date under the 2022 Omnibus Incentive Plan.
What happens if an ICU executive leaves before a vesting date?
If an executive departs before a vesting date, no future retention bonus payments are made. If separated from the company without cause, he becomes entitled to a pro‑rated amount of the then current upcoming payment.