Debra White
About Debra J. White
Debra J. White, 63, is an independent Class C director of Lucid Diagnostics (LUCD) serving since August 2022; her current term runs through the 2027 annual meeting . She is a UK-based senior executive with extensive operating and financial leadership across healthcare services, biopharma, and diversified services, and holds a master’s degree in Economics from Cambridge University . She also serves on PAVmed’s (LUCD’s parent) board (since April 2021), is Senior Independent Director at Spire Healthcare plc (since Feb 2023), and Chair of The Co‑op Group (since Jan 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AstraZeneca (UK) | Head of Finance – Manufacturing; Head of Internal Audit – Zeneca Pharma; Controller roles incl. Corporate Ops; SVP Global Merger Integration | 1987–2000 | Led finance, audit, and major integration initiatives during corporate transformations |
| PwC Consulting | Director (strategy and performance improvement; post-merger integration) | 2000–2003 | Advised pharma and other sectors on integration and performance |
| Sodexo SA | CFO and later CEO – UK & Ireland; Group SVP Strategic Projects; SVP & CFO – North America; Executive Board member & Global CEO – Healthcare and Government | 2004–2017 | Ran global healthcare/government businesses (~100k employees; >$7B revenue); women leadership initiatives; Top 100 recognition |
| Interserve Group (FTSE company) | Group CEO | Sep 2017–Dec 2019 | Led complex strategic financing and operational programs pre-restructuring and sale |
| UK Dept. of Health & Social Care | COVID-19 testing program execution | Mar–Jul 2020 | Helped establish national testing facilities |
| Oxford Nanopore Technologies | Strategic consultant (Oxford Nanopore Diagnostics) | Sep 2020–Mar 2021 | Product and go-to-market strategy for diagnostics unit |
| BT Group plc | Interim Chief Human Resources Officer | Oct 2021–Dec 2022 | Led HR at multinational telecom |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PAVmed Inc. (Nasdaq: PAVM) | Director | Since Apr 2021 | Parent of LUCD; related-party interlock |
| Spire Healthcare plc | Senior Independent Director | Since Feb 2023 | UK healthcare provider |
| The Co‑op Group | Chair | Since Jan 2024 (joined Aug 2023) | Large UK cooperative across food, funerals, insurance, legal |
| Howden Joinery Group plc (FTSE250) | Director; Audit, Remuneration, Nominating committees | Feb 2017–Dec 2023 | Building trade supplier; multi-committee experience |
| Wellbeing of Women (UK charity) | Trustee | Since Mar 2013 | Women’s health research funding |
Board Governance
- Independence: The Board determined Ms. White is independent under Nasdaq rules; independent directors constitute a majority and meet in regular executive sessions .
- Classification and tenure: Class C director; term ends at 2027 annual meeting .
- Committee assignments: Audit Committee member and designated “audit committee financial expert”; Nominating & Corporate Governance Committee member .
- Attendance and engagement: In FY2024, the Board met seven times and acted by written consent three times; all directors attended at least 75% of Board/committee meetings .
- Committee activity: Audit Committee met four times in FY2024 and oversees financial reporting, auditor independence, and related-party reviews; Nominating & Corporate Governance met three times and leads Board evaluations and governance matters .
- Board leadership: Chairman/CEO combined role (Aklog); Lead Independent Director is Stanley N. Lapidus .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $50,000 | Paid to each non-executive director |
| Committee chair fees | Audit $27,500; Compensation $18,000; Nominating $12,500; Tech/Compliance/Quality $20,000 | Applied if serving as chair (not disclosed for Ms. White) |
| Committee member fees | Audit $17,500; Compensation $12,500; Nominating $7,500; Tech/Compliance/Quality $12,500 | Applied per committee membership |
| 2024 cash fees earned – Debra J. White | $80,000 | Aggregate director fees (retainer + committees) for FY2024 |
| Meeting/travel reimbursement | Actuals reimbursed | Out-of-pocket costs reimbursed |
Performance Compensation
- Annual equity structure: Historically options (~$150k fair value), but 2025 annual grants shifted to restricted stock for non-employee directors .
- 2025 grant: 112,800 restricted shares to each non-employee director (vest 100% on May 20, 2028) .
| Metric | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Grant type | Stock option | Stock option | Stock option | Restricted stock |
| Shares/options granted | 80,000 | 175,000 | 150,000 | 112,800 |
| Exercise price | $2.95 | $1.31 | $1.25 (table disclosure) | N/A (stock) |
| Expiration | Aug 1, 2032 | Jan 30, 2033 | Feb 21, 2034 | Vests May 20, 2028 |
| Vesting schedule | 12 quarterly installments from Sep 30, 2022 to Jun 30, 2025 | 1/3 on Dec 31, 2023; remainder quarterly Mar 31, 2024–Dec 31, 2025 | 1/3 on Dec 31, 2024; remainder quarterly Mar 31, 2025–Dec 31, 2026 | 100% on May 20, 2028 |
| FY2024 option grant-date fair value | — | — | $125,805 | — |
Outstanding as of Dec 31, 2024:
| Tranche | Exercisable | Unexercisable | Strike | Expiration |
|---|---|---|---|---|
| 2022 grant | 66,666 | 13,334 | $2.95 | Aug 1, 2032 |
| 2023 grant | 116,667 | 58,333 | $1.31 | Jan 30, 2033 |
| 2024 grant | 50,001 | 99,999 | $1.25 | Feb 21, 2034 |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Consideration |
|---|---|---|
| PAVmed Inc. (parent) | Director | PAVmed controls ~27.3% voting power and provides management services; related-party oversight handled by LUCD Audit Committee; Board renounces certain corporate opportunities to PAVmed parties per charter . |
| Spire Healthcare plc | Senior Independent Director | UK provider; no disclosed LUCD conflicts . |
| The Co‑op Group | Chair | UK cooperative; no disclosed LUCD conflicts . |
| Howden Joinery Group plc | Former Director; committees | No disclosed LUCD conflicts . |
- Related-party framework: LUCD’s Audit Committee pre-approves and reviews related-party transactions; the charter renounces certain corporate opportunities to PAVmed parties, with an explicit carve-out preserving LUCD’s “Lucid Business” scope (EsoGuard/EsoCheck) .
- Parent services and influence: Management Services Agreement with PAVmed (fee escalated to $1,050,000/month as of July 1, 2024; $11.3M paid/accrued in 2024), PBERA reimbursements, and IP assignments reflect ongoing related-party interactions requiring audit oversight .
Expertise & Qualifications
- Financial and operating leadership across multinational healthcare and diversified services; prior CFO and CEO roles at Sodexo (UK&I, North America; global Healthcare & Government) and Group CEO at Interserve .
- Recognized governance experience (multi-committee service at Howden; current Senior Independent Director at Spire; Chair at The Co‑op) .
- Designated “audit committee financial expert” on LUCD’s Audit Committee .
- Cambridge University master’s in Economics .
Equity Ownership
| As of | Total Beneficial Ownership | % of Class | Breakdown |
|---|---|---|---|
| Apr 22, 2025 | 379,883 shares | * <1% | Includes 112,800 restricted shares (vest May 20, 2028) and 267,083 options exercisable within 60 days; excludes 137,917 options not exercisable within 60 days . |
- Hedging/pledging: LUCD’s insider trading policy prohibits hedging and pledging of company securities by directors and officers .
Governance Assessment
-
Strengths
- Independence and financial expertise: Independent director and designated audit committee financial expert; serves on audit and nominating committees, supporting oversight quality .
- Engagement: Board/committee attendance thresholds met; Board and committees active through FY2024 .
- Alignment: 2025 shift to restricted stock for annual director grants increases long-term ownership alignment; 2025 grant of 112,800 restricted shares vests 2028 .
- Controls: Audit Committee reviews related-party transactions; independent directors meet in regular executive sessions; presence of Lead Independent Director .
-
Risks and red flags to monitor
- Parent interlock and influence: Concurrent directorship at PAVmed and PAVmed’s significant voting control and services with LUCD create ongoing related‑party exposure; mitigants include renunciation provisions and Audit Committee oversight but still warrant scrutiny for potential conflicts (pricing, resource allocation, opportunity flow) .
- Capital structure governance: Convertible note holders have a board designation right (one director seat), introducing creditor influence over Board composition; ensure nominating committee policies and independence standards remain robust .
- Equity-heavy director pay: Option-heavy historically; while 2025 moved to restricted stock, equity awards remain a meaningful component—monitor for re-pricing or modifications; none disclosed .
Net takeaway: White’s deep financial and operating experience, committee roles, and independence status support board effectiveness. The primary governance sensitivity is the PAVmed interlock and broader related-party framework; continued transparent Audit Committee review and disclosure remain critical to investor confidence .