Carlsmed, Inc. Announces CFO Departure and Appointment of New CFO

What Happened

• Carlsmed, Inc. (CARL) filed an 8-K reporting that CFO Leonard (Leo) Greenstein departed effective September 25, 2026. The company entered a Separation and Release Agreement and an Advisory Agreement on September 29, 2026. Under the separation terms Greenstein will receive $500,000 (12 months of base salary), a pro‑rated 2026 annual incentive (if earned), COBRA premiums for up to 12 months, accelerated vesting of specific equity awards (described below), and may provide advisory services through December 31, 2026 for a $60,000 fee.
• The Board appointed Richard Heppenstall as CFO effective September 28, 2026. His employment agreement provides a $500,000 base salary, target annual cash incentive equal to 60% of base (prorated for 2026), and inducement equity awards with a grant-date fair value of $1.4M in stock options and $1.4M in RSUs.

Key Details

• Separation pay and benefits for Greenstein: $500,000 cash severance, prorated 2026 incentive, up to 12 months COBRA; advisory fee of $60,000 for services through Dec 31, 2026 (prorated if ended early).
• Accelerated equity for Greenstein: 32,856 unvested restricted shares (early-exercise shares) and 19,176 unvested shares from options under the 2019 Plan fully vested; 26,786 shares of a 2025 option accelerated such that 44,643 shares of that option are vested as of separation; 11,244 RSUs under the 2025 Plan accelerated. Remaining unvested awards forfeited.
• Heppenstall compensation and equity: $500,000 base salary, 60% target bonus, inducement options (4‑year vesting: 25% at 1 year then quarterly) and RSUs (3‑year vesting: 1/3 each year) each valued at $1.4M. Exercise price equals the closing stock price on grant date.
• Additional Heppenstall terms: relocation reimbursement up to $150,000 (repayable pro‑rata if he leaves voluntarily or for misconduct within 2 years); severance protections of 12 months’ salary (or enhanced 18 months and accelerated equity vesting in a change‑in‑control period); excise tax protection for 280G situations.

Why It Matters

• Cash impact: immediate cash obligations include Greenstein’s $500,000 severance, $60,000 potential advisory fees, and potential relocation reimbursements up to $150,000 for the new CFO. These are one-time or limited-term costs that affect near-term cash flow and G&A.
• Equity and dilution: accelerated vesting for Greenstein and large inducement equity grants to Heppenstall (total grant‑date value $2.8M) may affect share count and equity expense. Investors should monitor share dilution and future stock‑based compensation expense disclosures.
• Management continuity: Carlsmed replaced its CFO with an experienced medical-device finance executive; the agreements provide standard transition and change‑in‑control protections. This is a material executive change that investors often view in context of company strategy and financial oversight.