BioCardia Seeks Shareholder Approval for Director Elections, Equity Plan Extension

TL;DR

**BCDA's board is pushing for more stock options and director re-elections; expect potential dilution, but it's a necessary evil for talent retention in biotech.**

AI Summary

BioCardia, Inc. (BCDA) is holding its Annual Meeting on December 2, 2025, where stockholders will vote on several key proposals. The company seeks to elect three Class III directors to serve until the 2028 annual meeting. A significant proposal involves amending and restating the 2016 Equity Incentive Plan to extend its term until October 31, 2035, and to automatically increase the share reserve by 4.0% of outstanding shares annually. Stockholders will also ratify the appointment of PKF San Diego, LLP as the independent registered public accounting firm for fiscal year 2025 and hold a non-binding vote on executive compensation. The board of directors recommends a 'FOR' vote on all proposals, including the election of Marvin Slosman, Jay M. Moyes, and Simon H. Stertzer, M.D. as Class III directors. As of the record date, October 8, 2025, there were 10,612,734 shares of common stock outstanding, each entitled to one vote.

Why It Matters

This DEF 14A filing is crucial for BioCardia investors as it outlines the future governance and compensation structure, directly impacting shareholder value and dilution. The proposed extension and automatic share reserve increase of the 2016 Equity Incentive Plan by 4.0% annually could lead to significant dilution for existing shareholders, affecting their ownership percentage and the per-share value of their holdings. Approving executive compensation and director elections also signals investor confidence in the company's leadership and strategic direction in a competitive biotech landscape. The ratification of PKF San Diego, LLP ensures continued financial oversight, which is vital for market trust and regulatory compliance.

Risk Assessment

Risk Level: medium — The proposal to amend the 2016 Equity Incentive Plan includes an automatic share reserve increase of 4.0% of outstanding shares annually, which presents a medium risk of dilution for existing shareholders. While necessary for attracting and retaining talent, this consistent increase could erode per-share value over time. The non-binding vote on executive compensation also indicates potential shareholder dissatisfaction if compensation is perceived as excessive relative to performance.

Analyst Insight

Investors should carefully evaluate the potential dilution from the 4.0% annual share reserve increase in the 2016 Equity Incentive Plan and consider its long-term impact on their holdings. Vote 'FOR' the director nominees and auditor ratification to maintain stability, but scrutinize executive compensation and the equity plan amendment for alignment with shareholder interests.

Key Numbers

• 2025-12-02 — Annual Meeting Date (Date of BioCardia's 2025 Annual Meeting of Stockholders)
• 2025-10-08 — Record Date (Date for determining stockholders entitled to vote at the Annual Meeting)
• 10,612,734 — Shares Outstanding (Number of common stock shares outstanding as of the Record Date)
• 2035-10-31 — 2016 Plan Extension (Proposed new expiration date for the 2016 Equity Incentive Plan)
• 4.0% — Automatic Share Reserve Increase (Annual automatic increase in shares available for issuance under the 2016 Plan)
• 3 — Class III Directors (Number of Class III directors to be elected)
• 2028 — Director Term End Year (Year until which elected Class III directors will serve)

Key Players & Entities

• BioCardia, Inc. (company) — Registrant for DEF 14A filing
• PKF San Diego, LLP (company) — Independent registered public accounting firm
• Peter Altman, Ph.D. (person) — President, Chief Executive Officer, and Director
• Andrew Blank (person) — Chairman of the Board
• Marvin Slosman (person) — Nominee for Class III director
• Jay M. Moyes (person) — Nominee for Class III director
• Simon H. Stertzer, M.D. (person) — Nominee for Class III director
• U.S. Securities and Exchange Commission (regulator) — Regulatory body for SEC filings
• David McClung (person) — Designated proxy by the board of directors
• Wilson Sonsini Goodrich & Rosati, P.C. (company) — Location of the Annual Meeting

FAQ

Industry Context

BioCardia operates in the biotechnology sector, focusing on developing therapies for cardiovascular diseases. This sector is characterized by long development cycles, significant R&D investment, and stringent regulatory hurdles. Companies often rely on equity financing and strategic partnerships to fund operations and clinical trials.

Regulatory Implications

The company's operations are subject to the oversight of regulatory bodies like the FDA, particularly concerning the development and approval of its therapeutic products. Amendments to equity incentive plans and the ratification of auditors are standard corporate governance matters with no immediate direct regulatory impact beyond compliance with SEC and exchange listing rules.

What Investors Should Do

1. Review the proposed amendments to the 2016 Equity Incentive Plan.
2. Evaluate the qualifications of the nominated Class III directors.
3. Understand the rationale behind the non-binding vote on executive compensation.

Key Dates

• 2025-12-02: Annual Meeting of Stockholders — Stockholders will vote on director elections, equity plan amendments, and auditor ratification.
• 2025-10-08: Record Date — Determined the stockholders eligible to vote at the Annual Meeting.
• 2024-12-31: Fiscal Year End — The period for which the company's financial performance is reported, including the appointment of auditors.

Glossary

DEF 14A

A filing with the SEC that provides detailed information about a company's annual meeting, including proposals to be voted on by shareholders. (This document is the primary source of information for the annual meeting and the proposals being voted on.)

Class III directors

Directors who are elected for a staggered term, typically three years, and whose terms expire in different years. (The election of these directors is a key proposal at the annual meeting, with terms extending to 2028.)

2016 Equity Incentive Plan

A plan established by BioCardia to grant equity-based compensation to employees and directors. (The company is seeking to amend and extend this plan, including an automatic annual increase in the share reserve.)

Independent registered public accounting firm

An external audit firm hired by a company to provide an independent opinion on its financial statements. (The ratification of PKF San Diego, LLP as the auditor for fiscal year 2025 is a proposal for stockholders.)

Proxy Statement

A document provided to shareholders before a meeting, containing information about the matters to be voted on and recommendations from the board of directors. (This document is the proxy statement for BioCardia's 2025 Annual Meeting.)

Year-Over-Year Comparison

This filing is a proxy statement for the 2025 Annual Meeting, detailing proposals for director elections, equity plan amendments, and auditor ratification. Specific comparative financial data against the prior year's filing (likely a 2024 proxy statement or 10-K) is not directly presented within this document's summary sections. However, the proposed extension of the 2016 Equity Incentive Plan until 2035 and the introduction of a 4.0% annual automatic share reserve increase represent significant changes in the company's long-term equity strategy compared to previous plans.

Filing Documents

• bcda20251101_def14a.htm (DEF 14A) — 778KB
• graph1.jpg (GRAPHIC) — 50KB
• graph2.jpg (GRAPHIC) — 51KB
• proxy_page2.jpg (GRAPHIC) — 81KB
• proxy_pg1.jpg (GRAPHIC) — 100KB
• 0001437749-25-032661.txt ( ) — 2088KB
• bcda-20241231.xsd (EX-101.SCH) — 4KB
• bcda-20241231_def.xml (EX-101.DEF) — 2KB
• bcda-20241231_lab.xml (EX-101.LAB) — 2KB
• bcda-20241231_pre.xml (EX-101.PRE) — 1KB
• bcda20251101_def14a_htm.xml (XML) — 131KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 29 Fiscal 2024 Summary Compensation Table 30 Employment Agreements 30 Potential Payments on Termination or Change of Control 30 Outstanding Equity Awards at 2024 Year-End 31 Equity Compensation Plan Information 33

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 37 RELATED PERSON TRANSACTIONS 38 Policies and Procedures for Related Party Transactions 38 INCORPORATION BY REFERENCE 41 OTHER MATTERS 41 Delinquent Section 16(a) Reports 41 Fiscal Year 2024 Annual Report and SEC Filings 41 ANNEX A – Amended and Restated 2016 Equity Incentive Plan A-1 BIOCARDIA, INC. PROXY STATEMENT FOR 2025 ANNUAL MEETING OF STOCKHOLDERS To Be Held at 9:00 a.m. Pacific Time on Tuesday, December 2, 2025 This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at the 2025 annual meeting of stockholders of BioCardia, Inc., a Delaware corporation, or BioCardia, the Company, we, our, or us, and any postponements, adjournments or continuations thereof, or the Annual Meeting. The Annual Meeting will be held on Tuesday, December 2, 2025 at 9:00 a.m. Pacific Time, at Wilson Sonsini Goodrich & Rosati, P.C., 650 Page Mill Road, Palo Alto, California 94304-1050. Our proxy materials are first being mailed on or about November 12, 2025 to all stockholders entitled to notice of and to vote at the Annual Meeting. The information provided in the "question and answer" format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only. This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are available on the Financials & Filings portion of our website at www.biocardia.com/investors/financials-filings/id/1021 . What matters am I voting on? You will be voting on: the election of three Class

View Full Filing

View this DEF 14A filing on SEC EDGAR