Form 4: HeartSciences CFO Watson Granted 15,000 RSUs

HeartSciences Inc. Chief Financial Officer Danielle Watson received a grant of 15,000 Restricted Stock Units, subject to specific vesting conditions including shareholder approval and performance targets.

Summary

• Danielle Watson, Chief Financial Officer of HeartSciences Inc., was granted 15,000 Restricted Stock Units (RSUs) on December 22, 2025.
• The RSUs were issued under the Issuer's 2023 Equity Incentive Plan.
• Each vested RSU will be settled by the delivery of one share of the Issuer's common stock.
• Vesting is contingent upon shareholder approval of any amendment or modification to the Plan and continuous employment.
• Time-based vesting occurs over three years: 1/3rd vests on the one-year anniversary of the grant date, and 1/12th vests on each subsequent quarterly anniversary.
• Accelerated 100% vesting will occur upon a Change of Control or if the Issuer achieves $250,000 or more in revenue in any fiscal quarter ending after the grant date.

Sentiment

Score: 6

Explanation: Slightly positive. The RSU grant aligns executive incentives with shareholder interests and includes a performance-based acceleration clause, which can motivate revenue growth. It's a standard compensation practice.

Positives

• The RSU grant aligns the Chief Financial Officer's interests with those of shareholders, incentivizing long-term company performance.
• The inclusion of a performance-based accelerated vesting condition (achieving $250,000 in quarterly revenue) provides a clear incentive for revenue growth.

Risks

• The vesting of the RSUs is contingent on shareholder approval of any amendment or modification to or restatement of the Issuer's 2023 Equity Incentive Plan.
• The RSUs are subject to forfeiture if the reporting person's employment with the Issuer is not continuous or if the employment agreement is not in effect through the applicable vesting dates.

Future Outlook

The filing indicates a future focus on achieving revenue growth, specifically a target of $250,000 in quarterly revenue, which would trigger accelerated vesting of the granted RSUs. It also implies a future shareholder vote on amendments to the equity incentive plan.

Industry Context

Granting Restricted Stock Units to key executives is a common practice in the biotechnology and medical device industries, like HeartSciences Inc., to attract, retain, and incentivize talent. This aligns executive compensation with long-term company performance and shareholder value creation, a standard approach for growth-oriented companies.

Comparison to Industry Standards

• The use of RSUs with both time-based and performance-based vesting conditions (revenue target, change of control) is a standard compensation structure for executive incentives across various industries, including healthcare technology.
• The three-year vesting schedule is typical for long-term incentive plans, comparable to practices at companies like Medtronic or Abbott Laboratories for their executive compensation packages, aiming to retain talent and align with multi-year strategic goals.
• The revenue acceleration clause is a specific performance metric, common in early-stage or growth companies to drive commercialization efforts, similar to milestones seen in biotech startups or medical device firms aiming for market penetration.

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for increased shareholder value if the RSU grant effectively incentivizes the CFO to drive company performance and achieve revenue targets.
• Employees: Standard executive compensation practices can positively influence overall employee morale and retention by demonstrating a commitment to rewarding key personnel.

Next Steps

• Shareholder approval of any amendment or modification to or restatement of the 2023 Equity Incentive Plan.
• Achievement of the specified vesting conditions, including continuous employment and time-based milestones.
• Potential achievement of $250,000 or more in revenue in a fiscal quarter for accelerated vesting.

Key Dates

Recommendation

This Form 4 filing details a standard executive compensation grant, which is a routine event for publicly traded companies. While it aligns management incentives with shareholder interests, it does not present new information that would fundamentally alter the investment thesis for HeartSciences Inc. Investors should continue to monitor the company's operational performance and progress towards revenue targets, as well as the outcome of the shareholder vote on the equity plan.

Keywords

HeartSciences Inc., HSCS, Restricted Stock Units, RSU, Executive Compensation, Danielle Watson, CFO, Equity Incentive Plan, Vesting Conditions, Corporate Governance