Dennis McGrath
About Dennis McGrath
Dennis M. McGrath (age 68) is Chief Financial Officer of Lucid Diagnostics (LUCD), serving since the company’s inception. He holds a B.S. in accounting from LaSalle University (maxima cum laude) and is a CPA (since 1981). Prior roles include CEO/President/CFO at PhotoMedex and senior finance/operations posts at AnswerThink, TriSpan, Think New Ideas, and Arthur Andersen; he has extensive M&A and public-company experience with recognized turnaround awards (SmartCEO 2012 CEO of the Year; E&Y 2013 Entrepreneur of the Year finalist) . Lucid’s proxy discloses an annual performance bonus structure (up to 70% of base salary) but does not quantify TSR, revenue, or EBITDA growth targets for McGrath; he received no discretionary cash bonus in 2023 or 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PhotoMedex (then Nasdaq: PHMD, now Nasdaq: FCRE/GADS) | Director, President & CFO | 2011–2017 | Led turnaround, public financing, acquisitions; recognized by SmartCEO (2012) and E&Y (2013 finalist) |
| PhotoMedex | CEO | 2009–2011 | Pre-IPO leadership and strategic repositioning |
| PhotoMedex | VP Finance & CFO | 2000–2009 | Built finance function and executed acquisitions (Surgical Laser Technologies, ProCyte, LCA Vision) |
| AnswerThink Consulting (now The Hackett Group) | COO, Internet Practice | 1999–2000 | Operational leadership of largest division; concurrent acting CFO of Think New Ideas during merger |
| TriSpan, Inc. | CFO, EVP, Director | 1996–1999 | Led finance and sale to AnswerThink |
| Think New Ideas (Nasdaq: THNK, now HCKT) | Acting CFO | 1999–2000 | Managed integration during merger |
| Arthur Andersen | Audit staff → CPA (1981) | Early career | Foundation in public accounting; CPA credential |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Veris Health (majority-owned LUCD affiliate) | Director | Since 2021 | Oversight of oncology remote care subsidiary |
| Gadsden Properties (formerly PhotoMedex; Nasdaq: GADS) | Director | Current | Board service |
| DarioHealth (Nasdaq: DRIO) | Director; Audit Chair; Compensation Chair | Current | Governance and oversight roles |
| BioVector, Inc. | Director | Current | Private company board |
| Citius Pharmaceuticals (Nasdaq: CTXR) | Director | Current | Board service |
| Manor College | Board of Trustees; former Chair (2018–2024) | Current | Non-profit governance |
| Cagent Vascular | Founding Director | 2014–2024 | Early-stage medtech board |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | — (paid by PAVmed under services agreement) | $225,000 | $225,000 |
| Target Bonus % | Up to 70% of prior-year base salary | Up to 70% of prior-year base salary | Up to 70% of prior-year base salary |
| Actual Cash Bonus Paid | $0 | $0 | $0 |
| Equity Grant Value (Grant-date fair value) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards (RSAs) | $271,200 | $0 | $412,000 |
| Option Awards | $123,000 | $0 | $0 |
| Total Compensation | $394,200 | $225,000 | $637,000 |
Notes:
- Salary for 2022 was paid via PAVmed and reimbursed; Lucid’s summary table shows “—”; proxy footnotes describe mechanics .
- RSAs and options are detailed in “Employment Agreements and Awards” below.
Performance Compensation
| Incentive Type | Metric/Plan | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Performance Bonus | Corporate/individual objectives set by Board/Comp Committee | 70% of base salary | Not disclosed; discretionary | $0 for 2023 and 2024 | Cash; annual cycle |
Proxy does not disclose KPI weightings (e.g., revenue, EBITDA, TSR), hurdle levels, or payout curves; it describes a discretionary plan up to target percentages .
Equity Ownership & Alignment
| Ownership Item | Amount | Detail |
|---|---|---|
| Beneficial ownership (shares) | 1,393,569 | 1.3% of outstanding as of 4/22/2025 |
| Components of ownership | 1,024,400 RSAs; 300,000 RSAs; 50,000 options; 19,169 common shares from PAVmed distribution | RSAs vest 5/20/2026 and 5/20/2028; options $3.95 strike, expiring 2/17/2032; distribution on 2/15/2024 |
| Vested vs unvested | RSAs: unvested; Options: fully vested by 12/31/2024 | RSAs unvested 1,024,400 at 12/31/2024; options no unexercisable balance |
| Options – exercisable | 50,000 | $3.95 strike; exp. 2/17/2032 |
| Pledging/Hedging | Company prohibits hedging and pledging by directors/officers | 10b5-1 trading plans require approval; blackout periods apply |
| Ownership guidelines | No formal executive stock ownership guidelines | — |
Employment Terms
| Term | Provision |
|---|---|
| Employment agreement date | January 17, 2022 (CFO role since company inception) |
| Contract term & renewal | Expires March 15, 2026; auto-renews for 1-year terms unless 60-day notice |
| Base salary & bonus | $225,000 base; annual performance bonus up to 70% of prior-year base |
| Severance (no cause / good reason) | 12 months base salary, pro rata current-year target bonus, up to 12 months health coverage, accrued vacation; if within 60 days post-change of control, 24 months salary instead |
| Equity acceleration | RSAs immediately vest upon termination for good reason, without cause, or change of control; options immediately vest if termination after or within 60 days prior to change of control |
| Non-compete | 1 year post-employment (2 years in case of change of control); restriction on competitive employment doesn’t apply if terminated without cause or resigns for good reason |
| Notice periods | Company: 60 days (during initial term 180 days for CEO; CFO 60 days); Employee: 30 days |
| Confidentiality & non-solicit | Confidential info protected; restrictions on soliciting employees/customers post-termination |
Equity Award Detail and Vesting
| Grant Date | Type | Shares | Strike | Vesting |
|---|---|---|---|---|
| 3/15/2021 | Restricted Stock Award | 564,400 | — | Single vesting 5/20/2026; accelerations per plan |
| 1/7/2022 | Restricted Stock Award | 60,000 | — | Single vesting 5/20/2026 |
| 2/18/2022 | Stock Option | 50,000 | $3.95 | Quarterly vest over 3 years; initial 3/31/2022; final 12/31/2024; exp. 2/17/2032 |
| 5/7/2024 | Restricted Stock Award | 400,000 | — | Single vesting 5/20/2026 |
| 2/20/2025 | Restricted Stock Award | 300,000 | — | Single vesting 5/20/2028 |
Outstanding at 12/31/2024: 50,000 options exercisable; RSAs unvested 1,024,400 with stated market value $839,016 at that date .
Compensation Structure Analysis
- Mix shift to equity: 2024 added $412k RSAs vs no options; 2022 included both RSAs and options; 2023 had no equity grants, reflecting episodic large RSA grants in 2024 and 2025 (post-period) .
- At-risk pay via discretionary bonus did not pay out in 2023–2024 (payout $0), indicating higher alignment to multi-year RSA vesting and change-of-control accelerators rather than annual cash outcomes .
- Ownership alignment and trading controls: substantial unvested RSAs through 2026/2028 plus anti-hedging/anti-pledging policy reduce near-term selling flexibility; 10b5-1 plan controls and blackout windows further moderate insider selling pressure .
Related Party & Governance Considerations
- PAVmed relationship: McGrath serves as President and CFO of PAVmed (parent); Lucid pays PAVmed under a management services agreement (monthly fees increased over time; $11.3m in 2024 and $9.0m in 2023), and reimburses payroll/benefits via PBERA; corporate opportunity waiver with PAVmed excludes Lucid’s core “Lucid Business” opportunities (EsoGuard/EsoCheck) .
- Conflicts: Outside directorships (GADS, DRIO, CTXR, BioVector) disclosed; fiduciary duties noted; none currently in same line of business as Lucid .
Board & Compensation Committee
| Committee | Members | Independence | Activity |
|---|---|---|---|
| Compensation (2025) | Matheis, Sokolov, Sparks | Independent under Nasdaq rules | Met 1 time; 12 written consents; full authority over executive comp and plan administration |
| Compensation (2024) | Cox, Sokolov, Sparks | Independent | Met 2 times; 13 written consents |
Comp committee may retain independent compensation consultants; oversees philosophy, equity plans, and shareholder communications on compensation .
Risk Indicators & Red Flags
- Change-of-control economics: 24-month severance potential within 60 days post-CoC plus full equity acceleration could be costly in a sale; creates retention through vesting yet adds payout sensitivity .
- Capital structure pressures: company-wide convertible notes and preferred stock feature beneficial ownership limits and conversion mechanics; although executive-specific, potential dilution can affect realized value of equity holdings and incentives .
- Insider trading controls: anti-hedging/anti-pledging limits alignment concerns; formal clawback provisions not disclosed .
Investment Implications
- Alignment: McGrath’s compensation leans toward multi-year RSAs with vesting in 2026/2028 and no recent cash bonuses, aligning incentives to medium-term value creation and milestone execution rather than annual targets .
- Retention: Dual employment with PAVmed and robust severance/change-of-control terms suggest strong retention yet potentially significant exit costs; equity acceleration increases incentives around strategic outcomes .
- Selling pressure: Large unvested tranches and anti-pledging/hedging rules reduce near-term selling, but vest cliffs (May 2026; May 2028) create windows where insider supply could rise, subject to blackout and 10b5-1 controls .
- Governance: Related party services with PAVmed are material; investors should monitor comp decisions by an independent compensation committee and potential conflicts given shared executives/directors .