Third Point is right to push Strata Critical Medical toward a market test

Boardroom Alpha · Executive Brief

Third Point, Daniel Loeb’s hedge fund, owns 5.8% of Strata Critical Medical (SRTA) and wants it to explore strategic alternatives, including “a potential sale of the Issuer managed by a reputable investment banking firm.” In a 13D filed Oct. 15, the form an investor files when it owns more than 5% and may push for change, the fund said the stock is undervalued, called the business “strong, but not of a scale to support its current overhead” and said “management incentive options are not aligned with creating shareholder value.”

In our view, Strata’s own numbers support those concerns. The former Blade Air Mobility has spent most of the cash it held after its 2021 SPAC merger, much of it on acquisitions, and its stock has lost half its value since. Overhead was $1.48 for every dollar of gross profit in 2025 and $1.01 in the first half of 2026. The two co-chief executives also serve as chief financial officer and general counsel, and their performance shares are scored mainly on adjusted profit, which acquisitions can add to. At the Oct. 15 close of $4.34, about 9% below Third Point’s average cost, Strata was worth about $384 million.

The filing ends 14 months of quiet. Third Point bought 5 million shares in the summer of 2025, when Blade agreed to sell its passenger flying business to Joby Aviation, and reported them as a passive investment. It added 126,511 shares on Oct. 12 and 13, then filed the 13D. Over the past year the stock fell 17% while the Russell 2000 index of smaller companies rose 11%.

Five years after the SPAC, the cash is spent and the stock is down by half

Strata is what is left of a 2019 blank-check company. The passenger business it was built around has been sold, most of the cash that came with the listing has been spent, and what remains is a medical logistics and staffing company.

• Sept. 2019
  Experience Investment Corp., a special purpose acquisition company (SPAC) sponsored by an affiliate of KSL Capital Partners, raises $275 million at $10 a unit.
• May 2021
  It merges with Blade Urban Air Mobility, the helicopter and seaplane service, which lists as Blade Air Mobility. The SPAC’s last close is $8.70.
• 2021–2024
  Blade buys Trinity Air Medical, the organ-transport business that is now Strata’s core, for $23.1 million. Its Canadian and European passenger deals are later written down by a combined $26.6 million.
• Aug. 2025
  Blade sells the passenger business to Joby for up to $125 million and renames itself Strata. Founder Rob Wiesenthal moves to Joby to run the business he sold and stays on as Strata’s chairman.
• Sept. 2025
  Strata buys Keystone Perfusion, which staffs the specialists who run heart-lung machines in surgery, for $124 million up front, about nine times Keystone’s estimated 2025 adjusted earnings before interest, taxes, depreciation and amortization (EBITDA), plus up to $23 million in earn-outs.
• 2026
  Keystone’s 2025 adjusted EBITDA falls below a level set in the deal; 675,334 escrowed shares, about $3.3 million at the deal price, go back to Strata. In July another 386,961 are forfeited to settle other post-closing matters.
• May 2026
  All 14.2 million of the SPAC’s warrants, rights to buy shares at $11.50, expire unused.

Cash and investments, $282.8 million at the end of 2021, were $22.8 million at June 30, 2026. Strata has no debt and an unused $30 million credit line. Of the Joby price, $90 million was due at closing; after adjustments and up to $10 million held back against claims, about $76 million arrived in Joby shares, which Strata sold for $70.2 million. Up to $35 million more, in earn-outs, depends on the business’s results and staff retention. At June 30 Strata valued the contingent payments it expects from Joby at $40.8 million, and in September Joby issued it 2.4 million shares under the sale agreement.

Some of the SPAC era carries on. KSL’s affiliate owns 9% and names a director, Edward Philip, who has sat on the board since the blank-check company listed in 2019. The stock is down 50% since the merger closed, while the Russell 2000 rose 30% and the S&P 500 nearly doubled.

Issue 1: Overhead still exceeds gross profit

Strata makes its money in two businesses: flying and driving donor organs for transplant centers, and Keystone’s surgical and perfusion staffing. In 2025 they produced $41.1 million of gross profit. Selling, general and administrative costs, the company’s overhead, were $60.9 million: $1.48 for every dollar of gross profit. That year included only three and a half months of Keystone and about $6 million of lawsuit costs. In the first half of 2026 the figure was $1.01.

The company prefers a measure that strips out stock pay and one-time costs such as legal fees. On that basis overhead has fallen from 93% of gross profit in 2024 to 62% in the first half of 2026. Management told analysts in August that this adjusted overhead would stay “in the low $9 million range” a quarter for the rest of the year. That is about $37 million a year, more than the $33 million to $35 million of adjusted EBITDA it expects for 2026.

The adjustments are large. In 2025 continuing operations lost $20.1 million under standard accounting, against $14.1 million of adjusted EBITDA. That adjusted figure excludes $17 million of stock-based pay, a cost shareholders bear through dilution and through the $9.1 million in cash the company spent covering employees’ taxes on vested shares.

Management’s answer is growth. It has raised its 2026 forecast twice, to $285 million to $295 million of revenue, and aims for average adjusted EBITDA growth of at least 30% a year, helped by acquisitions. The two businesses are going different ways. Organ transport, the larger, has flattened. Its revenue was $49.2 million, $47.6 million and $48.2 million in the past three quarters, up 6.9% from a year earlier in the second quarter, and its gross margin fell from 21.5% in the fourth quarter of 2025 to 18.4% in the second quarter of 2026. In August executives told analysts that a non-exclusive customer, about 3% of the business’s revenue, had sharply cut its flying for one type of organ. The clinical business, built through acquisitions, including three this year for $42.4 million, is growing and earned a 26% gross margin in the second quarter.

Issue 2: Two CEOs, each also the CFO or general counsel

Since the Joby sale Strata has had two chief executives, and each kept the job they had before. Will Heyburn is co-chief executive and chief financial officer; Melissa Tomkiel is co-chief executive and general counsel. The company names no separate finance chief or top lawyer; its chief accounting officer, Amir Cohen, signs as principal accounting officer.

In our view, a finance chief and a general counsel are two of a board’s main independent sources of information about the business and its risks. At Strata both jobs sit with the chief executives. The board says it chose the structure “given the need for combined financial, operational, and legal leadership,” and that it “would provide continuity for investors, employees, and clients.” Shareholders it consulted after last year’s pay vote told it “the structure of having Co-CEOs is atypical,” the company’s 2026 proxy says. The board kept it.

Tomkiel and Heyburn get “identical compensation.” Their proxy-reported 2025 pay totaled $10.9 million, mostly the accounting value of stock awards at grant, including one-time awards made at the Joby sale. That equals about 78% of the year’s $14.1 million of adjusted EBITDA.

Since August 2025 each outside director’s seat has paid $200,000 a year, $150,000 of it in stock, plus extra for the chair, the lead director and committee work, and 10 hours of private flying a year. For 2025 Andrew Lauck, now the lead independent director, received $484,092, including an award for chairing the special committee that oversaw the Joby sale. Reginald Love received $282,154 and Philip $255,349. The eight outside directors who served during 2025 were paid $2.2 million in all.

Issue 3: Pay is scored mainly on adjusted profit, not the share price

Third Point’s second complaint is about incentives. Strata’s executives are paid mostly in performance shares that vest on adjusted EBITDA and free cash flow. The 2024 and 2025 awards have no share-price test at all, and the newer ones use the stock’s return only to adjust the payout. Most of the older awards could be earned over “any” four quarters in a row instead of a fixed period. The 2025 awards test trailing results each quarter. By July 2026, 19 months into a performance period that runs through 2027, they had paid out in full to the co-chief executives and the chief accounting officer: 133.5% of target, by our count from their Form 4 stock-transaction reports.

Acquisitions also count. The special awards the co-chief executives received at the Joby sale state that “profit from acquired companies will count towards Adjusted EBITDA goal achievement.” The 2025 goals were set before the Keystone purchase. The compensation committee left them unchanged after the Joby sale and the Keystone deal, saying it had “considered the potential for corporate acquisitions” when it set them. Keystone’s profit then counted toward them, and the EBITDA part, two-thirds of each award, paid the maximum. The goals are not disclosed, so how much Keystone mattered cannot be measured.

If Strata stays independent and beats its goals, the special awards can pay up to twice target, with the stock’s return against peers moving the payout by as much as 20% within that cap. In a sale where the buyer does not take them over, they vest at target, whatever the results.

The board has moved some way. After last year’s first advisory vote on executive pay drew 66.8% support by the vote count (the proxy puts it at about 62.5%), it put the 2026 awards on a fixed three-year EBITDA goal, adjusted up or down by 20% for the stock’s return against the Russell 3000. This year’s vote passed with 82.8%.

Insiders as a group own 15.5%, according to the proxy, more than half of it Wiesenthal’s, counting his options. Little of it was bought with their own money. In two years directors and officers bought shares on the open market twice: Lauck about $22,000 worth and Heyburn about $76,000. Wiesenthal sold 2.1 million shares at $3.22 in November 2024.

In a sale, performance shares can vest without a performance test

The proxy does not put a number on what a sale would pay management; as a smaller reporting company, Strata describes the terms only in words. Cash severance requires an executive to lose the job after a takeover: two years’ salary plus a prorated target bonus for each co-chief executive. Performance shares are treated differently. Each vests in full at target when a deal closes unless the buyer assumes or continues the awards or substitutes restricted stock of equal value. The proxy’s pledge of “No Single Trigger Change in Control Benefits” refers to “certain cash benefits”; it does not cover these shares.

The co-chief executives can also trigger the cash by resigning. Since August 2025 the severance plan has let either of them resign for “good reason,” after notice and a chance for the company to fix it, if they no longer report solely to the lead independent director and the board. In our reading, most acquisitions would change that reporting line.

By our estimate, at $4.34 a share and counting stock at its market value, the four executives in the plan would receive about $14.6 million, 3.8% of the company’s market value, if they also left after a sale. About $8.6 million of that would come from performance shares vesting at target without their goals being tested. Tomkiel would receive about $5.7 million and Heyburn about $5.4 million. This year’s awards, whose split among executives, key employees and vendors has not been disclosed, would add more. Each co-chief executive also owns shares: each $1 rise in the share price is worth about $2.2 million to Tomkiel and $1.8 million to Heyburn.

Third Point can’t force a sale on its own

Directors serve staggered three-year terms, so only a third of the board is up each year. The board kept that structure “for now” this year after holders it consulted said it was “not favored.” Shareholders cannot act by written consent, only the board or the chairman can call a special meeting, and changing those rules takes a two-thirds vote. Holders can next nominate directors from Jan. 28 through Feb. 27, 2027, for a meeting at which Wiesenthal’s and Tomkiel’s seats are up.

Third Point has made this request before. In 2022 it moved from a passive filing to a 13D at Cano Health, another former SPAC, asking for a strategic review and saying “this strategic review should focus on a sale of the Issuer.” No sale followed, and Third Point sold out that year. Its Strata stake is worth about $22 million; the firm reports about $24 billion in assets.

Our view: Third Point is right to call for a market test

We agree with Third Point. Strata’s businesses may be good ones, but on the record so far, the company looks too small for what it costs as a public company. About $54 million of gross profit over the past year supports two chief executives, a non-executive chairman employed by Joby as chief executive of its Blade unit, a New York headquarters, $17 million a year of stock pay and a board paid more than $200,000 a seat. Adjusted EBITDA has grown since the Joby sale closed, but shareholders have not been paid for it: the stock is down 0.7% since then, while the Russell 2000 rose 18.5%.

The incentives point the wrong way. The executives’ awards are scored mainly on adjusted profit, to which acquisitions can contribute. The co-chief executives’ special awards can pay up to twice target if Strata stays independent and beats its goals. In a sale, unless the buyer takes them over, they vest at target without their goals being tested. Either way, the payout turns mainly on adjusted profit and cash flow or on the fact of a sale, with the stock’s return moving it by 20% at most. Shareholders are paid only through the share price. Few insiders have bought stock with their own money; directors and executives who believe in an acquisition plan should buy more of the company they are building.

Rising guidance, a debt-free balance sheet and adjusted overhead that is shrinking relative to gross profit may support staying independent. They also make a market test informative, because the board can weigh bids against the value of its own plan. The board should hire a bank to run that test, as Third Point asks. It ran the passenger-business sale through a special committee last year, so it knows how. It should also tell shareholders now how much management would collect in a sale, and why performance shares should vest in a sale before their goals are tested.

If the bids fall short of what the plan is worth, the board should say so with numbers. Then it should cut overhead to fit the business, give the finance and legal jobs to people other than the chief executives, and end the staggered board that holders it consulted have told it is “not favored.”

What to watch

• Oct. 16
  The first trading session after the 13D.
• Any time
  The board’s response to the 13D, and any amendment from Third Point: more shares, a letter, talks with other holders.
• November
  Third-quarter results, the first since the company said organ-transport revenue would fall in the quarter. Date not yet announced.
• Dec. 15
  Deadline for shareholder proposals for the 2027 proxy.
• Jan. 28–Feb. 27, 2027
  The window to nominate directors for the 2027 annual meeting.
• Feb. 28, 2027
  The end of the 18-month test for Joby’s retention payment to Strata, part of which depends on Wiesenthal staying at Joby, and the test date for one of his own awards.

Sources: Third Point’s Oct. 15, 2026 Schedule 13D and its earlier 13G filings; Third Point’s 2022 Schedule 13D on Cano Health; Strata’s 10-K, 10-Q, 8-K and 2026 proxy filings, earnings releases and Form 4 filings; Blade Air Mobility’s 2021 registration statement; KSL’s 13G filings; Third Point investor letters and press coverage. Returns are total returns and run to the Oct. 15, 2026 close. Boardroom Alpha is an independent research and analytics company and does not invest. This brief is for information only and is not investment advice.