DEF 14A of Lucid Diagnostics Inc., Apr 30, 2025

DEF 14A of Lucid Diagnostics Inc.

Filed Apr 30, 2025 · FY20240001641172-25-007766

Open on EDGAR

  1. Effects if the Stock Issuance Proposal Is Approved

    Effects if the Stock Issuance Proposal Is Approved The additional shares of common stock that would be issuable to the holders of the 2024 Convertible Notes would have the same rights and privileges as the shares of the Company’s currently authorized common stock. The issuance of the shares pursuant to the 2024 Convertible Notes will not affect the rights of the holders of outstanding common stock, but such issuances will have a dilutive effect on the existing stockholders, including on the voting power and economic rights of the existing stockholders, and may result in a decline in the price of the Company’s common stock or in greater price volatility. See “Description of Capital Stock” below. If the stockholders approve this proposal, the Company will be able to issue shares of its common stock in excess of 19.99% of the Company’s outstanding shares of common stock as of November 12, 2024, including upon conversion from time to time of the 2024 Convertible Notes. The 2024 Convertible Notes provide that the Company will not effect any conversion of any principal of the 2024 Convertible Notes, and a holder of a note shall not have the right to convert any principal of the 2024 Convertible Notes, and the Company will not make any interest payment in shares of the Company’s common stock, to the extent that, after giving effect to the receipt of dividends or the conversion, the holder would beneficially own in excess of 4.99% of the Company’s outstanding common stock (or, upon election of the holder, 9.99% of the Company’s outstanding common stock). Unlike Nasdaq Rule 5635(d) and the corresponding provisions of the 2024 Convertible Notes, which limit the aggregate number of shares the Company may issue to holders of the 2024 Convertible Notes, this beneficial ownership limitation limits the number of shares a holder may beneficially own at any one time. Consequently, the number of shares the holder may beneficially own in compliance with the beneficial ownership limitation may increase over time as the number of outstanding shares of common stock increases over time. In addition, the holder may sell some or all of the shares it receives under the 2024 Convertible Notes, permitting it to acquire additional shares in compliance with the beneficial ownership limitation. The Company is not seeking stockholder approval to lift such ownership limitation. Because of the beneficial ownership limitation, Nasdaq Listing Rule 5635(b), which requires stockholder approval prior to the issuance of securities when the issuance or potential issuance will result in a change of control of the Company, is not implicated. Generally, Nasdaq considers a change of control to have occurred when, as a result of an issuance, an investor would own, or have the right to acquire, 20% or more of the Company’s outstanding shares of common stock and such ownership is the largest ownership position.

  2. General

    | ● | 9,946,444 shares of our common stock issuable upon exercise of our outstanding stock options, at a weighted average exercise price of $1.66 per share; |

  3. General

    In addition, as of April 22, 2025, 896,247 shares of our common stock were reserved for issuance, but not subject to outstanding stock-based equity awards, under our Amended and Restated 2018 Long-Term Incentive Equity Plan, or the “2018 Plan,” and 1,056,779 shares of our common stock were reserved for issuance, but not yet issued, under our Employee Stock Purchase Plan, or the “ESPP.” The number of shares available under the 2018 Plan will automatically increase on January 1st of each year, through (and including) January 1, 2032, in an amount equal to 6% of the total number of shares of our common stock outstanding on December 31st of the preceding calendar year, unless our board of directors provides for a lesser amount. Similarly, the number of shares available for issuance under the ESPP will automatically increase on January 1st of each year, through (and including) January 1, 2032, in an amount equal to the lesser of (a) 2% of the total number of shares of our common stock outstanding on December 31st of the preceding calendar year, and (b) 1,000,000 shares, unless our board of directors provides for a lesser amount. Furthermore, (i) we are party to a committed equity facility with an affiliate of Cantor Fitzgerald & Co. (“Cantor”), pursuant to which the affiliate committed to purchase up to $50 million in shares of our common stock (of which $48.2 million remains as of April 22, 2025), from time to time at our request, at prices based on the current market price (although this facility terminates in accordance with its terms on August 1, 2025); (ii) we are party to a management services agreement with PAVmed, pursuant to which PAVmed may elect to receive payment of the monthly fee under the management services agreement in cash or in shares of our common stock, with such shares valued at a price based on the current market price (under the terms of PAVmed’s convertible debt, it is required to elect that these payments be made in cash); and (iii) we are party to a payroll and benefits expense reimbursement agreement with PAVmed, pursuant to which PAVmed will pay certain payroll and benefit-related expenses on our behalf and we will reimburse PAVmed on a quarterly basis or at such other frequency as the parties may determine, in cash or, subject to approval by our board of directors and the board of directors of PAVmed, in shares of our common stock, or in a combination of cash and shares, with any such shares valued at a price based on the current market price. We also are party to a Controlled Equity Offering℠ Sales Agreement with Cantor, pursuant to which we may offer and sell shares of our common stock in an “at the market offering” program; however, effective as of March 4, 2025, we terminated the prospectus supplement for this program.

  4. Classified Board of Directors

    Classified Board of Directors The Board is divided into three classes. The number of directors in each class will be as nearly equal as possible. Directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election. The existence of a classified board may extend the time required to make any change in control of the Board when compared to a corporation with an unclassified board. It may take two annual meetings for the Company’s stockholders to effect a change in control of the Board, because in general less than a majority of the members of the Board will be elected at a given annual meeting. Because the Board is classified and the Company’s Certificate of Incorporation does not otherwise provide, under Delaware law, the Company’s directors may only be removed for cause.

  5. Directors and Executive Officers

    Directors and Executive Officers The following table sets forth the name, age and position of each of the Company’s executive officers and directors immediately after the Annual Meeting, assuming the election of the management’s nominees at the Annual Meeting.

  6. Directors and Executive Officers

    | Name | Age | Position | | Lishan Aklog, M.D. | 59 | Chairman and Chief Executive Officer | | Dennis M. McGrath | 68 | Chief Financial Officer | | Shaun M. O’Neil | 43 | President and Chief Operating Officer | | Michael A. Gordon | 51 | General Counsel and Secretary | | Stanley N. Lapidus | 76 | Vice Chairman and Director | | James L. Cox, M.D. | 82 | Director | | Dennis A. Matheis | 64 | Director | | Jacque J. Sokolov, M.D. | 70 | Director | | Ronald M. Sparks | 70 | Director | | Debra J. White | 63 | Director |

  7. Directors and Executive Officers

    The Board is divided into three classes, Class A, Class B and Class C. Currently, there are two directors in Class A, Stanley N. Lapidus and Jacque J. Sokolov, M.D., whose terms expire at the Annual Meeting, two directors in Class B, Ronald M. Sparks and James L. Cox, M.D., whose terms expire at the 2026 annual meeting of stockholders, and three directors in Class C, Lishan Aklog, M.D., Dennis A. Matheis and Debra J. White, whose terms expire at the 2027 annual meeting of stockholders.

  8. Directors

    Directors In addition to Dr. Aklog, the following individuals will serve as directors of the Company immediately after the Annual Meeting, assuming the election of the management’s nominees at the Annual Meeting. Stanley N. Lapidus has served as the Company’s lead Strategic Advisor since June 2020 and as the Company’s Vice-Chairman and a member of the Board since July 2021. Mr. Lapidus is a medical diagnostics pioneer and prominent medical technology advisor who brings more than three decades of experience founding, leading, and advising breakthrough diagnostic companies. He founded and led two noteworthy cancer early detection startup companies, Exact Sciences Corp. (Nasdaq: EXAS) and Cytyc Corp. (Nasdaq: CYTC, acquired by Hologic, Nasdaq: HOLX). Cytyc revolutionized early detection in cervical cancer, preventing countless deaths through its ThinPrep pap test which he invented. Exact Sciences, whose Cologuard test revolutionized early detection in colon cancer, became the fastest growing start-up medical diagnostics company in the history of the industry. Mr. Lapidus serves as Chairman of the boards of directors of Binx Health, a provider of point-of-care diagnostics tests, since January 2018 and Mirvie, a maternal-fetal health diagnostic company, since June 2018. He serves as a member of the boards of directors of Sunbird Bio, Inc., a biotechnology company which uses bioengineered sensors to track disease activity since September 2018 and he serves on the board of PathAI, an AI-based pathology company, since November 2017. He currently serves as Chairman of Mercy Bioanalytics, a company developing early detection tests for cancer based on exosomes and serves as a director of Droplet Biosciences, a company developing technology for detecting early recurrence of cancer. He has served as an Executive-in-Residence at the University of Colorado Anschutz Medical Campus since November 2017, and as a Co-Founding Pillar of Pillar VC since March 2016. Mr. Lapidus previously served as co-founder, President and Chief Executive Officer of SynapDx, a diagnostic company focused on laboratory tests for autism, from June 2009 to December 2016, and Helicos BioSciences Corp., a DNA sequencing company, from 2003 to 2010. He founded Exact Sciences and served as President & Chief Executive Officer and then Chairman from 1995 to 2006. He founded Cytyc Corp. and served as President from 1987 to 1994. Mr. Lapidus received his B.S. in Electrical Engineering from the Cooper Union in New York City. He served as an instructor at the Massachusetts Institute of Technology from 2002 to 2017, was elected as a Fellow of the American Institute of Medical and Biological Engineering in 2014 and is an inventor on 37 US patents. The original prototypes of his ThinPrep invention are part of the collection of historically significant objects at the Smithsonian’s National Museum of American History. The Company believes Mr. Lapidus is well-qualified to serve on the Board due to his extensive experience in founding and building diagnostic companies, his recognition as a thought leader and innovator as a diagnostic and medical device entrepreneur and his widespread relationships in the healthcare and diagnostic communities. James L. Cox, M.D. has served as a member of the Board since the Company’s inception. Dr. Cox also served as a member of the board of directors of the Company’s parent, PAVmed (Nasdaq: PAVM), from January 2015 through September 2024. Dr. Cox is a cardiac surgeon, scientific investigator and medical device entrepreneur who pioneered the field of surgical intervention for cardiac arrhythmias, including the eponymous Cox-Maze procedure for the treatment of atrial fibrillation. He has served as Surgical Director of the Center for Heart Rhythm Disorders at the Bluhm Cardiovascular Institute since January 2017, and Professor of Surgery at the Feinberg School of Medicine at Northwestern University since September 2018 (having served as Visiting Professor of Surgery since January 2017). From 1983 to 1997, Dr. Cox served as Professor of Surgery and Chief of the Division of Cardiothoracic Surgery at Washington University School of Medicine and Cardiothoracic Surgeon-in-Chief at Barnes Hospital in St. Louis. During this tenure, he became the first Evarts A. Graham Professor of Surgery and Vice-Chair of the Department of Surgery. From 2005 to December 2016, Dr. Cox was the Emeritus Evarts A. Graham Professor of Surgery at Washington University in St. Louis. Dr. Cox was also previously Professor and Chairman of the Department of Thoracic and Cardiovascular Surgery at Georgetown University Medical Center and Associate Professor of Surgery at Duke University Medical Center. Dr. Cox has had a distinguished and highly productive academic career. He has published over 380 peer-reviewed scientific articles and has served on the editorial boards of numerous journals, including Circulation, the Journal of Thoracic and Cardiovascular Surgery, the Annals of Surgery, and the Journal of Electrophysiology. His laboratory has received continuous NIH funding for its research on the surgical treatment of cardiac arrhythmias. Dr. Cox has served in leadership positions at numerous professional organizations. He was the 81st President of the American Association of Thoracic Surgery and a director of the American Board of Thoracic Surgery. He has been invited to lecture and perform surgery as a visiting professor at hundreds of institutions around the world. He has received numerous awards and honors for his clinical and scientific work, most notably as one of 30 “Pioneers in Thoracic and Cardiovascular Surgery” at a ceremony commemorating the 50th anniversary of the specialty. He is the only person to ever receive the Distinguished Scientist Awards from the Heart Rhythm Society, the Society of Thoracic Surgeons, and the American Society for Thoracic Surgery. He was the 2020 recipient of the American College of Surgeons’ Jacobson Innovation Award. Dr. Cox holds over 30 issued patents. He has been instrumental in the development of six medical device companies, including Epicor Medical, which was acquired by St. Jude Medical in 2004 for $200 million, and 3F Therapeutics (co-founder and board member), which was acquired in 2006 by ATS Medical for $40 million, ATS Medical (Medical Director), which was acquired by Medtronic in 2010 for $370 million, and Harpoon Medical (board member), which was acquired by Edwards LifeSciences in 2017 for $250 million. Dr. Cox has served on numerous scientific advisory boards, including Medtronic, St. Jude Medical, Atricure, SentreHEART and CorMatrix, and has served on the Board of Directors of 5 different companies. He is also the Founder and Chairman of the Board of Directors of the World Heart Foundation, a not-for-profit organization devoted to improving access to cardiac surgery, which was active in over 75 developing countries around the world from 2000 to 2012. Dr. Cox received his general and cardiothoracic surgical training at Duke University School of Medicine, during which time he spent two years in the U.S. Army Medical Corps. Dr. Cox received his M.D. from the University of Tennessee, where he received the Alpha Omega Alpha Distinguished Graduate Award as the outstanding student in his class. The Company believes Dr. Cox is well-qualified to serve on the Board due to his distinguished career as a world-renowned cardiac surgeon and scientific investigator, his recognition as a thought leader and innovator both as a surgeon and medical device entrepreneur, his extensive experience in the medical device industry and his widespread relationships in all segments of the healthcare community.

  9. Directors

    Dennis A. Matheis has served as a member of the Board since May 2024. Mr. Matheis brings over three decades of experience in healthcare industry leadership, including in healthcare delivery and health insurance across large national and regional health plans. Mr. Matheis currently serves as the President and Chief Executive Officer of Virginia-based Sentara Health, one of the twenty largest not-for-profit integrated health systems in the country with nearly $13 billion in annual revenue and over 32,000 employees. Before becoming CEO, he was the Executive Vice President of Sentara and the President of Sentara Health Plans. Prior to joining Sentara, Mr. Matheis spent 13 years in leadership roles at Anthem, Inc., serving as President of Anthem’s Central Region and Exchanges encompassing six states and representing $12 billion in annual revenue. Mr. Matheis previously served in senior leadership roles at Anthem Blue Cross and Blue Shield of Missouri, CIGNA Healthcare and Humana Health Plan, as well as Advocate Health Care in Chicago. Mr. Matheis earned his Bachelor of Science degree in Accounting from the University of Kentucky and practiced as a Certified Public Accountant before entering the healthcare industry. He serves as Co-Chair of the Hampton Roads Executive Roundtable. He also serves on the Board of Directors of the Virginia Chamber of Commerce – Team Virginia, DarioHealth (Nasdaq: DRIO), and on the Board of Directors and Executive Committee of America’s Health Insurance Plans (AHIP). The Company believes Mr. Matheis is well-qualified to serve on the Board due to his extensive experience as a senior executive at companies within the health insurance and healthcare industries and his strong relationship in healthcare communities. Jacque J. Sokolov, M.D. has served as a member of the Board since April 2021. He co-founded and has served Chairman and Chief executive Officer of SSB Solutions, Inc., a diversified healthcare management, development, and financial services company, since its inception in 1997. Following his formal training as an academic cardiologist, Dr. Sokolov has had the opportunity to serve as board director, corporate officer, and advisor, in multiple healthcare sectors including health plans, large employers, hospitals and hospital systems, physician practice management organizations, group practices, clinically integrated and accountable care organizations (CIOs/ACOs), life sciences companies, as well as private equity and venture capital firms. He started his career as Vice President for Healthcare and Chief Medical Officer for Southern California Edison Corporation (NYSE: EIX). Dr. Sokolov currently serves or has served in multiple board capacities for public and private companies, including Hospira (NYSE: HSP), MedCath (Nasdaq: MDTH), and PhyAmerica (NYSE: ERDR), Veterans Accountable Care Group (VACG), GlobalMed, SMG Holding Company, MyHealthDirect, NeuLife Neurological Services LLC (NeuLife), IntelaTrak, PCA Holdings, Calviri and SSB Solutions/HCDG, as well as non-profit organizations, including Phoenix Children’s Hospital, The Health Futures Council at ASU, The National Health Foundation, the American College of Medical Quality, the National Fund for Medical Education, the National Business Group on Health and the White House Health Project. He has worked with over one hundred healthcare companies to develop value-based solutions in evolving markets including multiple health insurance plans, physician organizations, and government entities. The Company believes Dr. Sokolov is well-qualified to serve on the Board due to is to his distinguished career in multiple healthcare sectors, his recognition as a thought leader in healthcare delivery, regulatory compliance, and quality. Ronald M. Sparks has served as a member of the Board since October 2021. He also has served as a member of the board of directors of the Company’s parent, PAVmed (Nasdaq: PAVM), since January 2015. Mr. Sparks has more than four decades of executive experience in the medical device industry and has launched over 50 products across a wide spectrum of specialties, including orthopedics, endoscopy, wound management, cardiology, interventional radiology, diagnostic imaging, ophthalmology, and otology. From 2007 to October 2013, he served as a Healthcare Industry Executive at Avista Capital Partners, a private equity firm. Mr. Sparks served as Chairman and Chief Executive Officer of Navilyst Medical Inc., which was formed by Avista Capital to acquire the fluid management and venous access business units of Boston Scientific, from its inception in 2008 until its acquisition in May 2012 by AngioDynamics for $372.0 million. From 2003 to 2007, he served as President, Chief Executive Officer, and a director of Accellent, a market-leading provider of outsourced precision manufacturing and engineering services to the medical device industry. Accellent was a portfolio company of DLJ Merchant Banking Partners and was acquired in 2005 by KKR and Bain Capital. During his tenure at Accellent, he was recognized as the Credit Suisse/DLJ Merchant Bank 2005 CEO of The Year. From 1986 to 2003, he served in various leadership roles at Smith & Nephew as a member of the Group Executive Committee, President of the Endoscopy Division, President of the Wound Management Division and Vice President of Finance. Earlier in his career, he served in various finance roles at Richards Medical, Dyonics and Union Carbide Imaging. Mr. Sparks is a fellow of the American Sports Medicine Institute, a Trustee of the Arthroscopy Association of North America Education Foundation and Honorary Lifetime Member of the International Society of Arthroscopy, Knee Surgery and Orthopedic Sports Medicine. He has previously served on numerous boards and industry councils, including AdvaMed, the National Subacute Care Association, the American College of Foot and Ankle Surgeons, the American Council of Orthopedic Surgeons, and the Society of Interventional Radiology. Mr. Sparks received his B.S. in Finance and Accounting from the University of Massachusetts and attended the INSEAD Advanced Management Program at the European Institute of Business Administration in Fontainebleau, France. The Company believes Mr. Sparks is well-qualified to serve on the Board due to his executive leadership roles at numerous medical device companies, his history of launching over 50 new medical device products in 16 years, his extensive experience in acquiring and integrating 14 medical device companies over 15 years, his execution of public financings, and his strong relationships in the medical community and with private equity and investment banking firms active in the medical device space.

  10. Directors

    Debra J. White has served as a director since August 2022. She also has served as a member of the board of directors of the Company’s parent, PAVmed (Nasdaq: PAVM), since April 2021. Ms. White is a prominent UK-based global industry executive with broad business leadership experience, including as a chief executive, financial executive, public company director and strategic consultant, in multiple sectors in Europe and the United States, including the healthcare services, molecular genetics and biopharmaceutical industries. She served as interim Chief Human Resources Officer of BT Group, plc (OTCMKTS: BTGOF), a British multinational telecommunications holding company with operations in around 180 countries, from October 2021 through December 2022. She has served as a Senior Independent Director of Spire Healthcare Plc since February 2023, and she joined The Co-op Group, one of the world’s largest consumer co-operatives with interests across food, funerals, insurance and legal services with over 56,000 employees and over £11 billion in annual sales, in August 2023, now having served as its chair since January 2024. She also served on the board of directors of Howden Joinery Group PLC (LSE: HWDN), a UK-headquartered FTSE250 multinational building trade supplier with 10,000 employees and over $2 billion in revenue from February 2017 until December 2023, and sat on its Audit, Renumeration and Nominating Committees. She has served as a trustee of Wellbeing of Women, a UK charity which invests in medical research and development of specialist clinicians in women’s health, since March 2013. From September 2020 to March 2021, Ms. White served as a strategic consultant to Oxford Nanopore Technologies Ltd., a UK-based biotechnology company which develops and commercializes DNA/RNA sequencing technologies, advising it on product and go-to-market strategy for its emerging Oxford Nanopore Diagnostics business unit. Early in the COVID-19 pandemic, from March 2020 to July 2020, Ms. White worked with the UK Department of Health and Social Care to help establish COVID-19 testing facilities across the nation. From September 2017 to December 2019, Ms. White served as Group CEO of Interserve Group (LSE: IRV), a UK-headquartered multinational group of support services and construction companies with 75,000 employees and over $4 billion in revenue, during a challenging period which required her to implement complex strategic financing and operational programs prior to its restructuring and sale to its creditors. From January 2004 to August 2017, Ms. White served in various senior executive roles at Sodexo SA (Euronext: SW), a Paris-headquartered multinational diversified services company with 440,000 employees and over $20 billion in revenue, including as Chief Financial Officer and later Chief Executive Officer – Sodexo UK & Ireland, Group Senior VP Strategic Projects, Senior VP and Chief Financial Officer – Sodexo North America, an $8 billion revenue subsidiary, and finally as Executive Board member and Global Chief Executive Officer – Healthcare and Government, two global businesses with a combined 100,000 employees and over $7 billion in revenue. While at Sodexo, she served on its global body that promoted the development of women across the company and was inducted into the Women 1st Top 100 Club, a network of the most influential women in the industry, which highlights the role models and leaders who have achieved success at the highest levels. From 2000 to 2003 she served as a Director at PWC Consulting advising a range of industries, including pharmaceuticals, on integration, financial performance improvement and post-merger integration. From 1987 to 2000, Ms. White served in various financial and strategic roles at AstraZeneca (LSE: AZN) a UK-headquartered, multinational pharmaceutical and biotechnology company, including Head of Finance – Manufacturing, Head of Internal Audit – Zeneca Pharmaceuticals, Controller – Specialty Chemicals, Controller – Corporate Operations and Senior VP Global Merger Integration. She began her career as a senior tax advisor at Arthur Andersen & Co. Ms. White received her master’s degree in Economics from Cambridge University, Cambridge UK. The Company believes Ms. White is well-qualified to serve on the Board due to her extensive executive leadership experience, including financial and strategic roles at numerous global companies, including in healthcare services the life sciences industry, her experience as a public company director, her relationships with financial firms active in Europe and the U.S, her commitment to promoting health during the Covid-19 pandemic and her role as a champion and role model for women executives.

  11. Compensation Committee

    The compensation committee makes all decisions regarding executive officer compensation. The compensation committee periodically reviews the elements of compensation for the executive officers and, subject to any existing employment agreements, sets each element of compensation for the Chief Executive Officer and the other executive officers, including annual base salary, annual incentive bonus and equity compensation. The compensation committee also periodically reviews the terms of employment agreements with the executive officers, including in connection with any new hire or the expiration of any existing employment agreements. Members of senior management may report on the performance of the Company’s other executive officers and make compensation recommendations to the compensation committee, which will review the compensation recommendations. No named executive officer, including the chief executive officer, shall be present during voting and deliberations relating to such named executive officer’s compensation. The compensation committee also reviews and approves the Company’s compensation plans, policies and programs and administers the Company’s equity incentive plans and employee stock purchase plans. In addition, the Chief Executive Officer, the Chief Financial Officer and other members of management make recommendations to the compensation committee with regard to overall pay strategy including program designs, annual incentive design, and long-term incentive plan design for all employees. Management from time to time provides the compensation committee with market information and relevant data analysis as requested. The compensation committee has the authority to retain one or more compensation consultants to assist in the evaluation of executive compensation or other matters. The compensation committee has the sole authority to select, retain and terminate any such consulting firm, to oversee the work of the firm, and to approve the firm’s fees and other retention terms. The compensation committee assesses the independence of any consultants pursuant to the rules and regulations of the SEC and the listing standards of Nasdaq. The Company will provide for appropriate funding, as determined by the compensation committee, for payment of any such investigations or studies and the compensation to any consulting firm, legal counsel or other advisors retained by the compensation committee.

  12. Practices Related to the Grant of Equity Awards

    Practices Related to the Grant of Equity Awards In fiscal year 2024, the Company did not grant to a named executive officer any award of stock options, stock appreciation rights, or similar instruments with option-like features during the period from four business days before to one business day after the filing of any of the Company’s periodic reports on Form 10-Q or Form 10-K, or the filing or furnishing of any Current Report on Form 8-K that disclosed material nonpublic information. The majority of our equity awards to executives are granted on an annual basis in February. New hire and ad hoc awards are generally granted promptly after service commences or the circumstances giving rise to the award occur. It is our practice to not time grants based on the release of material nonpublic information. The Company has not timed the disclosure of material nonpublic information for the purpose of affecting the value of any executive compensation.

  13. Director Compensation

    Director Compensation Directors who are also executive officers receive no additional compensation for serving as directors. Each of the Company’s non-executive directors receives an annual retainer fee of $50,000 and an additional annual fee for service on committees of the Board, as listed below.

  14. Director Compensation

    | | Chair | Member | | Audit Committee | $27,500 | $17,500 | | Compensation Committee | $18,000 | $12,500 | | Nominating and Corporate Governance Committee | $12,500 | $7,500 | | Technology, Compliance and Quality Committee | $20,000 | $12,500 |

  15. Director Compensation

    Annually, the Company grants each of its non-employee directors an option, having a fair market value of approximately $150,000, to purchase the Company’s common stock (although the most recent annual equity grants, which were issued in February 2025, were made in shares of restricted stock, with the same fair market value). The Company also reimburses directors for out-of-pockets costs incurred to attend meetings of the Board and its committees. The following information reflects the compensation paid by the Company to its non-executive directors for service on the Board. Mr. Sparks and Ms. White also serve as directors of PAVmed, the Company’s parent. The compensation paid by PAVmed to Mr. Sparks and Ms. White for service on PAVmed’s board of directors is set forth in filings made by PAVmed with the SEC. The following table sets forth compensation earned during the year ended December 31, 2024 by each director who is not a “named executive officer” (as defined in Item 402(m) of Regulation S-K under the Exchange Act) and served during the year ended December 31, 2024.

  16. Director Compensation

    | | Director | Stock | Option | All Other | | | Name | Fees(1) | Awards(2) | Awards(2) | Compensation | Totals | | Stanley N. Lapidus | $62,500 | $— | $125,805 | $— | $188,305 | | James L. Cox, M.D. | $73,811 | $— | $125,805 | $— | $199,616 | | Dennis A. Matheis | $43,456 | $— | $161,805 | $— | $205,261 | | Jacque J. Sokolov, M.D. | $100,000 | $— | $125,805 | $— | $225,805 | | Ronald M. Sparks | $110,000 | $— | $125,805 | $— | $235,805 | | Debra J. White | $80,000 | $— | $125,805 | $— | $205,805 |

  17. Director Compensation

    | (1) Represents annual director fees paid. The director fees paid to each person listed are consistent with the director fees described herein above, including annual retainer and as a member and/or chair of a committee of the Board. |

  18. Director Compensation

    | (2) The amounts reported under “Stock Awards” and “Option Awards” are the estimated grant date fair value of restricted stock awards and stock options granted during the respective year, with such amount as determined under Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 718 (“ASC 718”), with respect to accounting for stock-based compensation expense. Such estimated fair value amounts do not necessarily correspond to the potential actual value realized of such stock options. The assumptions made in computing the estimated fair value of such stock options are disclosed in the notes to the Company’s consolidated financial statements for the fiscal year ended December 31, 2024. |

  19. Director Compensation

    The following table presents information as of December 31, 2024 regarding the outstanding restricted stock awards and stock options held by each director who is not a named executive officer and who served during the year ended December 31, 2024.

  20. Director Compensation

    | | Stock Option Grants | | | | Stock Awards | | | Name | Number of Securities Underlying Stock Options – Exercisable(1) | Number of Securities Underlying Stock Options – Unexercisable(1) | Stock Option Exercise Price | Stock Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(1) | Market Value of Shares of Units of Stock That Have Not Vested | | Stanley N. Lapidus | 59,000 | — | $3.95 | Feb. 17, 2032 | — | — | | | 116,667 | 58,333 | $1.31 | Jan. 30, 2033 | — | — | | | 50,001 | 99,999 | $1.25 | Feb. 21, 2034 | — | — | | James L. Cox, M.D. | — | — | — | — | 169,320 | $138,673 | | | 59,000 | — | $3.95 | Feb. 17, 2032 | — | — | | | 116,667 | 58,333 | $1.31 | Jan. 30, 2033 | — | — | | | 50,001 | 99,999 | $1.25 | Feb. 21, 2034 | — | — | | Jacque J. Sokolov, M.D. | — | — | — | — | 84,660 | $69,337 | | | 59,000 | — | $3.95 | Feb. 17, 2032 | — | — | | | 116,667 | 58,333 | $1.31 | Jan. 30, 2033 | — | — | | | 50,001 | 99,999 | $1.25 | Feb. 21, 2034 | — | — | | Ronald M. Sparks | | | | | 84,660 | $69,337 | | | 59,000 | — | $3.95 | Feb. 17, 2032 | — | — | | | 116,667 | 58,333 | $1.31 | Jan. 30, 2033 | — | — | | | 50,001 | 99,999 | $1.25 | Feb. 21, 2034 | — | — | | Debra J. White | 66,666 | 13,334 | $2.95 | Aug. 1, 2032 | — | — | | | 116,667 | 58,333 | $1.31 | Jan. 30, 2033 | — | — | | | 50,001 | 99,999 | $1.25 | Feb. 21, 2034 | — | — | | Dennis A. Matheis | — | 241,500 | $1.03 | May 6, 2034 | — | — |

  21. Director Compensation

    On March 1, 2021, Dr. Cox was granted a restricted stock award of 169,320 shares of common stock of the Company. The restricted stock awards vest in full on May 20, 2026. On April 21, 2021, Dr. Sokolov was granted a restricted stock award of 84,660 shares of common stock of the Company. The restricted stock award vests in full on May 20, 2026. On September 20, 2021, Mr. Lapidus was granted a restricted stock award of 169,320 shares of common stock of the Company. The restricted stock award vested as to one-half the shares on September 20, 2022 and vested as to the remaining one-half of the shares on September 20, 2023. On October 14, 2021, Mr. Sparks was granted a restricted stock award of 84,660 shares of common stock of the Company. The restricted stock award vests in full on May 20, 2026. On February 18, 2022, each of Mr. Lapidus, Dr. Cox, Dr. Sokolov and Mr. Sparks was granted a ten-year stock option to purchase 59,000 shares of common stock of the Company at an exercise price of $3.95 per share, which vests in 12 quarterly installments commencing on March 31, 2022 and ending on December 31, 2024. On August 1, 2022, Ms. White was granted a ten-year stock option to purchase 80,000 shares of common stock of the Company at an exercise price of $2.95 per share, which vests in 12 quarterly installments commencing on September 30, 2022 and ending on June 30, 2025. On January 31, 2023, the Company granted to each of Mr. Lapidus, Dr. Cox, Dr. Sokolov, Mr. Sparks and Ms. White a stock option to purchase 175,000 shares of common stock of the Company at an exercise price of $1.31 per share, with each such stock option grant vesting: (i) one-third on December 31, 2023; and (ii) the remaining vesting ratably on a quarterly basis commencing March 31, 2024 with a final quarterly vesting date of December 31, 2025. On February 22, 2024, the Company granted to each of Mr. Lapidus, Dr. Cox, Dr. Sokolov, Mr. Sparks and Ms. White a stock option to purchase 150,000 shares of common stock of the Company at an exercise price of $1.23 per share, with each such stock option grant vesting: (i) one-third on December 31, 2024; and (ii) the remaining vesting ratably on a quarterly basis commencing March 31, 2025 with a final quarterly vesting date of December 31, 2026. On May 7, 2024, the Company granted to Mr. Matheis a stock option to purchase 241,500 shares of common stock of the Company at an exercise price of $1.03 per share, with each such stock option grant vesting: (i) one-third on March 31, 2025; and (ii) the remaining vesting ratably on a quarterly basis commencing June 30, 2025 with a final quarterly vesting date of March 31, 2027. Subsequent to December 31, 2024, on February 20, 2025, each of Mr. Lapidus, Dr. Cox, Mr. Matheis, Dr. Sokolov, Mr. Sparks and Ms. White was granted a restricted stock award of 112,800 shares of common stock of the Company. The restricted stock award vests in full on May 20, 2028.

  22. Summary Compensation Table

    Summary Compensation Table The following table sets forth all compensation of the Company’s named executive officers for the fiscal years ended December 31, 2024 and 2023.

  23. Summary Compensation Table

    | Named Executive Officer/Principal Position | Year | Salary | Stock Awards(2) | Option Awards(2) | Bonus | All Other Compensation | Total | | Lishan Aklog, M.D.(1) | 2024 | $300,000 | $412,000 | $— | $— | $— | $712,000 | | Chairman of the Board and Chief Executive Officer | 2023 | $300,000 | $— | $— | $— | $— | $300,000 | | Dennis M. McGrath(1) | 2024 | $225,000 | $412,000 | $— | $— | $— | $637,000 | | Chief Financial Officer | 2023 | $225,000 | $— | $— | $— | $— | $225,000 | | Shaun M. O’Neil(1) | 2024 | $300,000 | $412,000 | $— | $— | $— | $712,000 | | President and Chief Operating Officer | 2023 | $162,500 | $— | $— | $— | $— | $162,500 | | Michael A. Gordon(1) | 2024 | $250,000 | $412,000 | $— | $— | $— | $662,000 | | General Counsel and Corporate Secretary | 2023 | $250,000 | $— | $— | $— | $— | $250,000 |

  24. Summary Compensation Table

    | (1) See “Employment Agreements and Awards” below for a description of the employment arrangements with each named executive officer, including base salary and bonuses. |

  25. Summary Compensation Table

    | (2) The amounts reported under “Stock Awards” and “Option Awards” are the estimated grant date fair value of restricted stock and stock options granted by the Company during the respective year, as presented in “Outstanding Equity Awards at Fiscal Year End” below, with such amount as determined under the provisions of ASC 718 with respect to accounting for stock-based compensation expense. Such estimated fair value amounts do not necessarily correspond to the potential actual value realized of such awards. The assumptions made in computing the estimated fair value of such stock options are disclosed in the notes to the Company’s consolidated financial statements for the fiscal year ended December 31, 2024. |

  26. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table presents information regarding the outstanding stock options and restricted stock awards held by the Company’s named executive officers at December 31, 2024.

  27. Outstanding Equity Awards at Fiscal Year End

    | | Stock Option Grants | | | | Stock Awards | | | Name | Number of Securities Underlying Stock Options – Exercisable(1) | Number of Securities Underlying Stock Options – Unexercisable(1) | Stock Option Exercise Price | Stock Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(1) | Market Value of Shares of Units of Stock That Have Not Vested | | Lishan Aklog, M.D. | 75,000 | — | $3.95 | Feb. 17, 2032 | 1,024,400 | $839,016 | | Dennis M. McGrath | 50,000 | — | $3.95 | Feb. 17, 2032 | 1,024,400 | $839,016 | | Shaun M. O’Neil | 50,000 | — | $3.95 | Feb. 17, 2032 | 520,000 | $425,880 | | Michael A. Gordon | 183,333 | 16,667 | $1.93 | Jun. 6, 2032 | 400,000 | $327,600 |

  28. Outstanding Equity Awards at Fiscal Year End

    | (1) See “Employment Agreements and Awards” below for a description of the equity awards held by the named executive officers, including the vesting schedules. |

  29. Outstanding Equity Awards at Fiscal Year End

    Although the Company does not have a formal policy with respect to the grant of equity incentive compensation awards to the Company’s named executive officers, or any formal equity ownership guidelines applicable to them, the Company believes granting equity incentive compensation to its named executive officers provides a strong link to its long-term performance, creates an ownership culture, and aligns the interests of its named executive officers with the stockholders of the Company. Accordingly, the Board periodically reviews the equity incentive compensation of the Company’s named executive officers and, from time to time, may grant equity incentive compensation to them in the form of additional stock options, restricted stock awards, and/or other equity incentive awards, and/or other equity incentive awards, in accordance with their respective employment agreements.

  30. Potential Payments Upon Termination

    Potential Payments Upon Termination As indicated above, each of Dr. Aklog, Mr. McGrath, Mr. O’Neil and Mr. Gordon is entitled to a severance payment if his employment is terminated by the Company under specified circumstances. If the Company terminates the employment of any such executive without cause, or if such executive officer terminates his employment with the Company for good reason, each as defined in his employment agreement with the Company, such executive officer is entitled to severance compensation as follows: he will receive base salary through the date of termination and for a period of 12 months thereafter (or, in the case of Dr. Aklog and Mr. McGrath, for 24 months thereafter, in the event the termination occurs within 60 days following a change of control), a pro rata portion of his current year target bonus amount, all valid expense reimbursements, health insurance coverage for up to 12 months, and all accrued but unused vacation pay. In addition, the stock options and restricted stock granted to Dr. Aklog, Mr. McGrath, Mr. O’Neil and Mr. Gordon by the Company will be accelerated upon the occurrence of certain non-negotiated change of control transactions. In the event of certain negotiated change of control transactions, the compensation committee of the Company may (i) accelerate the vesting of the stock options, or (ii) require the executive to relinquish the stock options to the Company upon the tender by the Company to the executive of cash in an amount equal to the repurchase value of such award. Furthermore, in the event of the sale of all or substantially all of the Company’s assets, a change of control of the Company, or the liquidation of the Company (subject to certain conditions and exceptions), the right to purchase shares in the current offering period of the ESPP will be automatically exercised. Additionally, as indicated above, the shares of restricted stock granted to Dr. Aklog, Mr. McGrath, Mr. O’Neil and Mr. Gordon will become immediately vested in the event of termination for “good reason,” termination without “cause,” or a change of control (as defined in the 2018 Plan). The stock options and restricted stock awards granted by the Company and Lucid to Dr. Aklog, Mr. McGrath, Mr. O’Neil and Mr. Gordon will become immediately vested in the event of termination after or within 60 days prior to a change of control.