Lucid Diagnostics Inc PRE 14A, filed May 24, 2024

Lucid Diagnostics Inc. (LUCD)

PRE 14A 2024-05-24 For: 2024-05-24

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	By Order of the Board of Directors

	/s/ Lishan Aklog, M.D.
	Lishan Aklog, M.D.
	Chief Executive Officer and Chairman of the Board

	Year Ended December 31,
	2023		2022
Marcum LLP
Audit Fees ⁽¹⁾	$	426,000	$	397,000
Audit-Related Fees ⁽²⁾		—		—
Tax Fees⁽³⁾		—		—
All Other Fees		—		—
Total Fees	$	426,000	$	397,000

Name	Age	Position
Lishan Aklog, M.D.	58	Chairman and Chief Executive Officer
Dennis M. McGrath	67	Chief Financial Officer
Shaun M. O’Neil	42	President and Chief Operating Officer
Michael A. Gordon	50	General Counsel and Secretary
Stanley N. Lapidus	75	Vice Chairman and Director
James L. Cox, M.D.	81	Director
Dennis Matheis	63	Director
Jacque J. Sokolov, M.D.	69	Director
Ronald M. Sparks	69	Director
Debra J. White	62	Director

	Submitted by the Audit Committee:

	Ronald M. Sparks
	Jacque J. Sokolov, M.D.
	Debra J. White

	●	defining key compliance and quality risks and potential exposures related to the Company’s business and operations including risk assessment and management steps the Company can take to detect, monitor, and actively manage such potential exposures;

	●	reviewing and overseeing the Company’s overall quality strategy and processes in place to monitor, assess, and control product quality and safety;

	●	identifying and discussing significant emerging science and technology issues and trends related to the Company’s business and operations; and

	●	overseeing the product development programs and development and implementation of technologies in the products and operations of the Company.

Board Diversity Matrix (As of May 20, 2024)
Total Number of Directors	7
	Males		Female		Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors		6		1
Part II: Demographic Background
African American or Black		1		0
Alaskan Native or Native American		1		0
Asian		0		0
Hispanic or Latinx		0		0
Native Hawaiian or Pacific Islander		0		0
White		4		1
Two or More Races or Ethnicities		0		0
LGBTQ+		0		0
Did Not Disclose Demographic Background		0		0

	Chair		Member
Audit Committee	$	27,500	$	17,500
Compensation Committee	$	18,000	$	12,500
Nominating and Corporate Governance Committee	$	12,500	$	7,500

	Director		Stock		Option		All Other
Name	Fees⁽¹⁾		Awards⁽²⁾		Awards⁽²⁾		Compensation		Totals
Stanley N. Lapidus	$	62,500	$	-	$	152,250	$	-	$	214,750
James L. Cox, M.D.	$	75,500	$	-	$	152,250	$	-	$	227,750
Jacque J. Sokolov, M.D.	$	100,000	$	-	$	152,250	$	-	$	252,250
Ronald M. Sparks	$	110,000	$	-	$	152,250	$	-	$	262,250
Debra J. White	$	80,000	$	-	$	152,250	$	-	$	232,250

	(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.

	(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, 2023.

	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		39,333		19,667	$	3.95		Feb. 17, 2032		—	$	—
		58,334		116,666	$	1.31		Jan. 30, 2033		—	$	—
James L. Cox, M.D.		—		—	$	—		—		84,660	$	119,371
		39,333		19,667	$	3.95		Feb. 17, 2032		—	$	—
		58,334		116,666	$	1.31		Jan. 30, 2033		—	$	—
Jacque J. Sokolov, M.D.		—		—	$	—		—		84,660	$	119,371
		39,333		19,667	$	3.95		Feb. 17, 2032		—	$	—
		58,334		116,666	$	1.31		Jan. 30, 2033		—	$	—
Ronald M. Sparks										84,660	$	119,371
		39,333		19,667	$	3.95		Feb. 17, 2032		—	$	—
		58,334		116,666	$	1.31		Jan. 30, 2033		—	$	—
Debra J. White		40,000		40,000	$	2.95		Aug. 1, 2032		—	$	—
		58,334		116,666	$	1.31		Jan. 30, 2033		—	$	—

Named Executive Officer/Principal Position	Year		Salary⁽²⁾		Stock Awards⁽³⁾		Option Awards		Bonus		All Other Compensation		Total
Lishan Aklog, M.D.⁽¹⁾		2023	$	300,000	$	—	$	—	$	—	$	—	$	300,000
Chairman of the Board and Chief Executive Officer		2022	$	—	$	271,200	$	184,500	$	—	$	—	$	455,700
Dennis M. McGrath⁽¹⁾		2023	$	225,000	$	—	$	—	$	—	$	—	$	225,000
Chief Financial Officer		2022	$	—	$	271,200	$	123,000	$	—	$	—	$	394,200
Shaun M. O’Neil⁽¹⁾		2023	$	162,500	$	—	$	—	$	—	$	—	$	162,500
President and Chief Operating Officer		2022	$	—	$	542,400	$	123,000	$	—	$	—	$	665,400
Michael A. Gordon⁽¹⁾		2023	$	250,000	$	—	$	—	$	—	$	—	$	250,000
General Counsel and Corporate Secretary

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

	(2)	As more fully described below under “Employment Agreements and Awards,” each of Dr. Aklog, Mr. McGrath and Mr. O’Neil entered into an employment agreement with the Company in early 2022. Prior to such time, 100% of the salary and bonus compensation of each such executive officer was paid by PAVmed (and the Company reimbursed PAVmed for the portion of their PAVmed salaries attributable to services rendered for the benefit of the Company under the management services agreement between the Company and PAVmed). After such employment agreements were entered into and through December 31, 2022, PAVmed continued to pay to each such named executive officer the salary compensation due to them under their Company employment agreements (and the Company reimbursed PAVmed for such payments). Accordingly, the amounts of compensation due to each of Dr. Aklog, Mr. McGrath and Mr. O’Neil for the period of time during 2022 that they had an employment agreement with the Company ($286,849, $215,137 and $128,219, respectively), are not shown in the above table but are included in the applicable disclosures contained in the PAVmed proxy materials.

	(3)	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, 2023.

	●	On March 15, 2021, the Company granted to Dr. Aklog a restricted stock award covering 564,400 shares of the Company’s common stock. The award vests on May 20, 2025, subject to acceleration in certain circumstances as discussed below.

	●	On January 7, 2022, in accordance with the employment agreement, the Company granted to Dr. Aklog a restricted stock award covering 60,000 shares of the Company’s common stock. The restricted stock award vests in a single installment three years after the date of grant, subject to acceleration in certain circumstances as discussed below.

	●	On February 18, 2022, the Company granted to Dr. Aklog a stock option to purchase 75,000 shares of common stock of the Company at an exercise price of $3.95 per share, which vests ratably on a quarterly basis over a three-year period with an initial vesting date of March 31, 2022 and a final vesting date of December 31, 2024.

	●	On May 7, 2024, the Company granted to Dr. Aklog a restricted stock award covering 400,000 shares of the Company’s common stock. The award vests on May 20, 2026, subject to acceleration in certain circumstances as discussed below.

	●	On January 7, 2022, the Company granted to Mr. O’Neil a restricted stock award covering 120,000 shares of the Company’s common stock. The restricted stock award vests on January 7, 2025.

	●	On February 18, 2022, the Company granted to Mr. O’Neil a stock option to purchase 50,000 shares of the Company’s common stock at an exercise price of $3.95 per share, which vests ratably on a quarterly basis over a three-year period with an initial vesting date of March 31, 2022 and a final vesting date of December 31, 2024.

	●	On May 7, 2024, the Company granted to Mr. O’Neil a restricted stock award covering 400,000 shares of the Company’s common stock. The award vests on May 20, 2026, subject to acceleration in certain circumstances as discussed below.

	●	On June 7, 2022, the Company granted to Mr. Gordon a stock option to purchase 200,000 shares of the Company’s common stock at an exercise price of $1.93 per share, which vests ratably on a quarterly basis over a three-year period with an initial vesting date of June 30, 2022 and a final vesting date of March 31, 2025.

	●	On May 7, 2024, the Company granted to Mr. Gordon a restricted stock award covering 400,000 shares of the Company’s common stock. The award vests on May 20, 2026, subject to acceleration in certain circumstances as discussed below.

	●	each person known by the Company to be the beneficial owner of more than 5% of the Company’s outstanding shares of common stock;

	●	each of the Company’s officers and directors; and

	●	all of the Company’s officers and directors as a group.

Name and Address of Beneficial Owner ⁽¹⁾	Amount and Nature of Beneficial Ownership			Percent of Class
Directors and Officers:
Lishan Aklog, M.D.		1,229,126	⁽²⁾		2.3	%
Dennis M. McGrath		1,085,235	⁽²⁾		2.1	%
Shaun M. O’Neil		568,429	⁽³⁾		1.1	%
Michael A. Gordon		549,999	⁽⁴⁾		1.1	%
Stanley N. Lapidus		238,258	⁽⁵⁾		*
James L. Cox, M.D.		305,986	⁽⁶⁾		*
Dennis Matheis		49,925	⁽⁷⁾		*
Ronald M. Sparks		221,326	⁽⁸⁾		*
Jacque J. Sokolov, M.D.		221,326	⁽⁹⁾		*
Debra J. White		140,833	⁽¹⁰⁾		*
All directors and executive officers as a group (nine individuals)		4,610,443			8.8	%
5% Stockholders:
PAVmed Inc.		31,302,444	⁽¹¹⁾		59.8	%

	*	Represents less than one percent of class.

	(1)	Unless otherwise indicated, the business address of each of the individuals is 360 Madison Avenue, 25th Floor, New York, New York 10017. Includes persons known to the Company to be beneficial owners of 5% of more of the Company’s common stock, based solely on schedules and reports filed with the SEC with respect to such persons’ beneficial ownership of PAVmed common stock.

	(2)	Includes: (i) 564,400 shares subject to a restricted stock award granted under the 2018 Plan to each of Dr. Aklog and Mr. McGrath with a single vesting date of May 20, 2025; (ii) 60,000 shares subject to a restricted stock award granted under the 2018 Plan to each of Dr. Aklog and Mr. McGrath with a single vesting on January 7, 2025; (iii) 56,250 and 37,500 shares subject to stock options granted under the 2018 Plan to Dr. Aklog and Mr. McGrath, respectively, that are currently exercisable, or will become exercisable within 60 days of May 20, 2024; (iv) 142,227 shares and 19,169 shares of Lucid common stock distributed by PAVmed on February 15, 2024 to Dr. Aklog and Mr. McGrath, respectively, representing their share of the shares of Lucid common stock distributed by PAVmed to its shareholders on such date; and (v) 400,000 shares subject to a restricted stock award granted under the 2018 Plan to each of Dr. Aklog and Mr. McGrath with a single vesting on May 20, 2026. Excluded from the beneficial ownership amount are 18,750 and 12,500 shares subject to stock options granted under the 2018 Equity Plan to Dr. Aklog and Mr. McGrath, respectively, that will not become exercisable within 60 days of May 20, 2024.

	(3)	Includes: (i) 120,000 shares subject to a restricted stock award granted under the 2018 Plan to Mr. O’Neil with a single vesting date of January 7, 2025; (ii) 37,500 shares subject to stock options granted under the 2018 Plan to Mr. O’Neil, that are currently exercisable, or will become exercisable within 60 days of May 20, 2024. Excluded from the beneficial ownership amount is 12,500 shares subject to stock options granted under the 2018 Plan to Mr. O’Neil that will not become exercisable within 60 days of May 20, 2024; (iii) 6,763 shares of Lucid common stock distributed by PAVmed on February 15, 2024 to Mr. O’Neil, representing his share of the shares of Lucid common stock distributed by PAVmed to its shareholders on such date; and (iv) 400,000 shares subject to a restricted stock award granted under the 2018 Plan to Mr. O’Neil with a single vesting date of May 20, 2026.

	(4)	Includes: (i) 133,333 shares subject to stock options granted under the 2018 Plan to Mr. Gordon, that are currently exercisable, or will become exercisable within 60 days of May 20, 2024; and (ii) 400,000 shares subject to a restricted stock award granted under the 2018 Plan to Mr. Gordon with a single vesting date of May 20, 2026. Excluded from the beneficial ownership amount is 66,667 shares subject to stock options granted under the 2018 Plan to Mr. Gordon that will not become exercisable within 60 days of May 20, 2024.

	(5)	Includes: (i) 101,592 shares subject to a restricted stock award granted under the 2018 Plan to Mr. Lapidus with 50,796 shares having vested on September 20, 2022 and 50,796 shares having vested on September 20, 2023; and (ii) 117,166 shares subject to stock options granted under the 2018 Plan to Mr. Lapidus, that are currently exercisable, or will become exercisable within 60 days of May 20, 2024. Excluded from the beneficial ownership amount is 266,834 shares subject to stock options granted under the 2018 Plan to Mr. Lapidus that will not become exercisable within 60 days of May 20, 2024.

	(6)	Includes: (i) 169,320 shares subject to a restricted stock award granted under the 2018 Plan to Dr. Cox with a single vesting date of May 20, 2025; and (ii) 117,166 shares subject to stock options granted under the 2018 Plan to Dr. Cox, that are currently exercisable, or will become exercisable within 60 days of May 20, 2024. Excluded from the beneficial ownership amount is 266,834 shares subject to stock options granted under the 2018 Plan to Dr. Cox that will not become exercisable within 60 days of May 20, 2024.

	(7)	Excluded from the beneficial ownership amount is 241,500 shares subject to stock options granted under the 2018 Plan to Mr. Matheis that will not become exercisable within 60 days of May 20, 2024.

	(8)	Includes: (i) 84,660 shares subject to a restricted stock award granted under the 2018 Plan to Mr. Sparks with a single vesting date of May 20, 2025; and (ii) 117,166 shares subject to stock options granted under the 2018 Plan to Mr. Sparks, that are currently exercisable, or will become exercisable within 60 days of May 20, 2024. Excluded from the beneficial ownership amount is 266,834 shares subject to stock options granted under the 2018 Plan to Mr. Sparks that will not become exercisable within 60 days of May 20, 2024.

	(9)	Includes: (i) 84,660 shares subject to a restricted stock award granted under the 2018 Plan to Dr. Sokolov with a single vesting date of May 20, 2025; and (ii) 117,166 shares subject to stock options granted under the 2018 Plan to Dr. Sokolov, that are currently exercisable, or will become exercisable within 60 days of May 20, 2024. Excluded from the beneficial ownership amount is 266,834 shares subject to stock options granted under the 2018 Plan to Dr. Sokolov that will not become exercisable within 60 days of May 20, 2024.

	(10)	Includes 119,583 shares subject to stock options granted under the 2018 Plan to Ms. White, that are currently exercisable, or will become exercisable within 60 days of May 20, 2024. Excluded from the beneficial ownership amount is 285,417 shares subject to stock options granted under the 2018 Plan to Ms. White that will not become exercisable within 60 days of May 20, 2024.

	(11)	Dr. Aklog is Chairman and Chief Executive Officer of PAVmed. The beneficial ownership of Dr. Aklog excludes the shares of the Company’s common stock beneficially owned by PAVmed.

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted- average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)		(b)		(c)
Equity compensation plans approved by security holders		5,099,416	$	2.12		3,239,903	⁽¹⁾
Equity compensation plans not approved by security holders		423,300	$	0.35		—
Total		5,522,716				3,239,903	⁽²⁾

	(1)	Represents 2,832,133 shares of common stock available for issuance under the 2018 Plan and 407,770 shares of common stock available for issuance under the ESPP, each as of December 31, 2023.

	(2)	Subsequent to December 31, 2023, through May 20, 2024:

	●	the number of shares of common stock authorized for issuance under the 2018 Plan was increased by 2,680,038, and the number of shares of common stock authorized for issuance under the ESPP was increased by 500,000;

	●	stock options to purchase 3,389,000 shares of common stock and restricted stock awards covering 1,600,000 shares of common stock were granted to the Company’s non-employee directors and certain of the Company’s executive officers, non-executive employees (including newly hired employees) and consultants pursuant to the 2018 Plan;

	●	511,884 shares of common stock that were issued pursuant to the ESPP; and

	●	stock options to purchase 100,000 shares of common stock were granted to a consultant.