Dennis Matheis
About Dennis A. Matheis
Dennis A. Matheis (age 64) has served as an independent director of Lucid Diagnostics since May 2024, with his Class C board term expiring at the 2027 annual meeting . He is President and CEO of Sentara Health, a not-for-profit integrated health system (~$13B annual revenue; ~32,000 employees), and previously held senior roles at Anthem for 13 years, as well as leadership roles at Anthem Blue Cross and Blue Shield of Missouri, CIGNA Healthcare, Humana Health Plan, and Advocate Health Care; he holds a B.S. in Accounting from the University of Kentucky and practiced as a CPA prior to entering healthcare . The Board has determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Sentara Health | EVP; President, Sentara Health Plans; then President & CEO | Prior to and current CEO role (present) | Leads large integrated health system; oversight of health plan operations |
| Anthem, Inc. | President, Central Region & Exchanges | 13 years | Managed six-state region with ~$12B revenue; payer operations leadership |
| Anthem BCBS of Missouri | Senior leadership | Not specified | Health plan leadership |
| CIGNA Healthcare | Senior leadership | Not specified | Health plan leadership |
| Humana Health Plan | Senior leadership | Not specified | Health plan leadership |
| Advocate Health Care | Senior leadership | Not specified | Provider system leadership |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Sentara Health | President & CEO | Private (not-for-profit) | ~$13B revenue; ~32,000 employees |
| DarioHealth (Nasdaq: DRIO) | Director | Public | Board service |
| Virginia Chamber of Commerce – Team Virginia | Director | Private/non-profit | Board service |
| America’s Health Insurance Plans (AHIP) | Director & Executive Committee | Trade association | Executive Committee service |
| Hampton Roads Executive Roundtable | Co-Chair | Private | Regional business leadership |
Board Governance
- Independence: The Board determined Matheis is independent; independent directors constitute a majority and hold regularly scheduled executive sessions of independent directors only .
- Tenure & Classification: Class C director with term through the 2027 annual meeting .
- Committee Memberships: Compensation Committee member (committee consists of Matheis, Sokolov, Sparks; all independent) .
- Committee Activity: Compensation Committee met 1 time and acted by written consent 12 times in FY2024 .
- Audit Committee: Matheis is not a member; audit committee consists of Sparks, Sokolov, White (all independent; all “financial experts”) and met 4 times .
- Nominating & Corporate Governance Committee: Not a member; consists of White, Cox, Sparks and met 3 times .
- Technology, Compliance & Quality Committee: Not a member; consists of Sokolov, Aklog, Cox, Lapidus, Sparks and met 4 times .
- Attendance: Board met 7 times with 3 written consents; all directors attended ≥75% of Board and committee meetings on which they served .
Fixed Compensation (Director)
| Component | Standard Amount | Actual Paid (2024) |
|---|---|---|
| Annual cash retainer | $50,000 | $43,456 (pro-rated from May 2024 start) |
| Committee member fees (Compensation) | $12,500 per member | Included in Director Fees total |
| Committee member fees (Audit) | $17,500 per member | N/A (not a member) |
| Committee member fees (Nominating & Corporate Governance) | $7,500 per member | N/A (not a member) |
| Committee member fees (Technology, Compliance & Quality) | $12,500 per member | N/A (not a member) |
Notes: Directors also receive chair fees if serving as chair; no chair role disclosed for Matheis .
Performance Compensation (Director Equity)
| Award Type | Grant Date | Shares/Options | Exercise Price | Vesting | Expiration | Grant Date Fair Value |
|---|---|---|---|---|---|---|
| Stock Option | May 7, 2024 | 241,500 options | $1.03 | 1/3 on Mar 31, 2025; remaining vests quarterly from Jun 30, 2025 to Mar 31, 2027 | May 6, 2034 | $161,805 (2024 Option Awards) |
| Restricted Stock (time-based) | Feb 20, 2025 | 112,800 shares | N/A | Single vest on May 20, 2028 | N/A | Annual director equity changed to RS in 2025 (FMV ~$150,000 for non-employee directors generally) |
- Director equity awards are time-based; no performance conditions disclosed for director equity (no TSR/revenue/EBITDA metrics noted) .
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict Notes |
|---|---|---|
| DarioHealth (DRIO) | Matheis serves on DRIO’s Board | No related-party transactions with LUCD disclosed involving Matheis; audit committee reviews/approves related-party transactions . |
| PAVmed (PAVM) | LUCD parent; several LUCD directors also serve as PAVmed officers/directors (not including Matheis) | PAVmed influence and shared services arrangements exist; audit committee oversight of related-party transactions; independence determinations maintained . |
Expertise & Qualifications
- 30+ years in healthcare leadership across payer and provider systems; significant operational, financial, and regulatory experience (Anthem, Sentara, CIGNA, Humana, Advocate) .
- Accounting background (B.S. Accounting, CPA) adds financial literacy and oversight capability .
- Active in industry bodies and trade associations (AHIP Executive Committee), supporting policy and governance insight .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Class | Breakdown |
|---|---|---|---|
| Dennis A. Matheis | 193,301 | <1% of class | Includes 112,800 unvested restricted shares vesting May 20, 2028 ; 80,501 options exercisable or becoming exercisable within 60 days of Apr 22, 2025; excludes 160,999 options not exercisable within 60 days . |
- Shares outstanding: 105,382,957 as of Apr 22, 2025 (inclusive of shares underlying unvested restricted stock awards) .
- Hedging and pledging of company securities are prohibited by LUCD’s insider trading policy (reduces alignment risks from hedging/pledging) .
Governance Assessment
- Board independence and structure: Matheis is independent and serves on an all-independent Compensation Committee; independent directors hold regular executive sessions, supporting board effectiveness and oversight quality .
- Engagement: Board and committee meeting cadence was active in 2024; all directors met attendance thresholds (≥75%), indicating engagement; Compensation Committee executed governance via actions (12 written consents) .
- Compensation alignment: Director pay mix uses cash retainer plus time-based equity (~$150k annual FMV; shifted to RS in 2025), aligning director interests with shareholders without short-term performance pressure; Matheis’s 2024 total was $205,261 with $161,805 in option value and $43,456 in fees (pro-rata) .
- Ownership: Matheis’s beneficial ownership is <1%, with meaningful unvested RS and staged option vesting, providing ongoing retention and alignment .
- Conflicts and related-party exposure: No specific related-party transactions disclosed for Matheis; however, LUCD’s parent PAVmed holds 27.3% voting control and provides management services (fees increased over time), which is a structural governance consideration—mitigated by audit committee oversight and formal policies on related-party approvals .
RED FLAGS:
- Parent-company influence: PAVmed’s 27.3% voting control and ongoing management services may influence governance decisions; continued audit committee oversight and transparency are critical .
- Concentration of interlocks: Multiple LUCD directors overlap with PAVmed; while Matheis does not, board vigilance on related-party transactions remains essential .
Positive signals:
- Independent status and active committee participation support governance robustness .
- Prohibition on hedging/pledging and structured equity vesting enhance shareholder alignment .