Jacque Sokolov
About Jacque J. Sokolov, M.D.
Independent director (age 70) serving since April 2021; Class A director up for re‑election in 2025. Board committees: Audit, Compensation, and Technology/Compliance/Quality; designated by the Board as an audit committee financial expert. Background includes formal training as an academic cardiologist and extensive roles across health plans, providers, and life sciences; Chairman & CEO of SSB Solutions since 1997. All directors met ≥75% attendance in 2024; LUCD confirms his independence under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SSB Solutions, Inc. | Co‑founder; Chairman & CEO | Since 1997 | Diversified healthcare management, development, and financial services leadership |
| Southern California Edison (NYSE: EIX) | VP for Healthcare; Chief Medical Officer | Not disclosed | Corporate health strategy; employer healthcare initiatives |
| Hospira (NYSE: HSP) | Director (prior) | Not disclosed | Board service at public pharma/devices company |
| MedCath (Nasdaq: MDTH) | Director (prior) | Not disclosed | Board service at cardiovascular hospital company |
| PhyAmerica (NYSE: ERDR) | Director (prior) | Not disclosed | Board service at emergency physician services company |
External Roles
| Organization | Role | Sector | Notes |
|---|---|---|---|
| Phoenix Children’s Hospital | Board capacity | Non‑profit healthcare | Governance and community health engagement |
| Health Futures Council at ASU | Board capacity | Academic/health | Strategy advisory role |
| National Health Foundation; American College of Medical Quality; National Fund for Medical Education; National Business Group on Health; White House Health Project | Board/advisory capacities | Non‑profit/Policy | Multiple governance and advisory roles |
Board Governance
| Item | Details |
|---|---|
| Independence status | Independent under Nasdaq standards; majority‑independent board |
| Committees | Audit; Compensation; Technology/Compliance/Quality |
| Audit committee financial expert | Yes (Board determined) |
| 2024 meeting activity | Board met 7x; audit met 4x; compensation met 1x (+12 written consents); technology/compliance/quality met 4x |
| Attendance | All directors attended ≥75% of aggregate Board/committee meetings in 2024 |
| Lead independent director | Stanley N. Lapidus; independent directors meet in regular executive session |
| Cybersecurity oversight | Audit committee oversees cybersecurity risk and vendor CyberTeam provides updates |
Fixed Compensation
| Metric | 2024 |
|---|---|
| Annual director cash fees | $100,000 (aggregate fees paid) |
| Standard fee schedule (policy) | Annual retainer $50,000; Audit chair $27,500/member $17,500; Compensation chair $18,000/member $12,500; Nominating chair $12,500/member $7,500; Technology/Compliance/Quality chair $20,000/member $12,500 |
Note: Committee chair designations for Dr. Sokolov are not disclosed; his actual fees reflect role/membership mix reported above.
Performance Compensation
| Award Type | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|
| Restricted Stock (shares) | 84,660; vests 5/20/2026 | — | — | — | 112,800; vests 5/20/2028 |
| Options (shares; exercise price; expiry; vesting) | — | 59,000 @ $3.95; exp 2/17/2032; vests in 12 quarterly installments 3/31/2022–12/31/2024 | 175,000 @ $1.31; exp 1/30/2033; 1/3 on 12/31/2023, remainder quarterly 3/31/2024–12/31/2025 | 150,000 grant (narrative @ $1.23) with vesting 1/3 on 12/31/2024, remainder quarterly 3/31/2025–12/31/2026 ; outstanding table shows 150,000 at $1.25 exp 2/21/2034 (50,001 exercisable; 99,999 unexercisable at 12/31/2024) | RS grant replaces annual options cycle (shift to RS) |
| 2024 Director option grant fair value | $125,805 |
2025 director equity shifted from options to restricted stock, maintaining ~$150k targeted fair value policy via RS grants.
Other Directorships & Interlocks
| Company | Type | Status |
|---|---|---|
| Hospira (NYSE: HSP) | Public | Prior director |
| MedCath (Nasdaq: MDTH) | Public | Prior director |
| PhyAmerica (NYSE: ERDR) | Public | Prior director |
No LUCD‑disclosed current public company directorships for Dr. Sokolov.
Expertise & Qualifications
- Academic cardiologist by training with broad governance experience across payers, providers, and life sciences; extensive advisory/board work.
- Audit committee financial expert designation; financial literacy consistent with Nasdaq standards.
Equity Ownership
| Component | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 450,210 shares; less than 1% of class | <1% per beneficial ownership table |
| Restricted stock (unvested) | 84,660; vests 5/20/2026 | |
| Restricted stock (2025 grant) | 112,800; vests 5/20/2028 | Counted in beneficial ownership disclosure |
| Options exercisable within 60 days (4/22/2025) | 252,750 | Included in beneficial ownership |
| Options not exercisable within 60 days | 131,250 | Excluded from beneficial ownership within 60 days |
| Hedging/pledging | Company policy prohibits hedging and pledging by directors |
Governance Assessment
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Strengths:
- Independent director with audit/comp committee service and audit committee financial expert designation; broad healthcare governance background.
- Documented engagement: audit (4x), tech/compliance/quality (4x), comp (1x; 12 written consents), and ≥75% attendance.
- Equity alignment through multi‑year RS awards and sizable option holdings; RS grants in 2025 extend vesting horizon to 2028.
- Insider policy bans hedging/pledging; board‑level oversight of related‑party transactions via audit committee.
-
Risks/RED FLAGS:
- Parent influence: PAVmed controls ~27.3% of voting power; corporate opportunity renunciation between LUCD and PAVmed may limit LUCD access to certain opportunities; LUCD relies on management services from PAVmed with significant fees. Potential perceived conflicts despite disclosed policies and audit committee review.
- Convertible noteholders’ collective right to designate one director (vacant as of proxy), introducing potential investor influence on board composition.
- Capital structure complexity (Series B/B‑1 preferred, convertible notes) and dilution risk; while not specific to Sokolov, governance must manage investor confidence amid financing constraints.
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Compensation mix signals:
- 2024: Cash fees $100,000 and option award fair value $125,805; 2025 shift to restricted stock for directors indicates preference for retention/equity alignment over options.
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Related‑party transactions oversight:
- Audit committee (of which Sokolov is a member) reviews and approves related‑party transactions; LUCD outlines robust policy and audit committee pre‑approval requirements.
Overall, Dr. Sokolov contributes financial oversight expertise and healthcare governance experience. Key governance sensitivities for investors are centered on parent‑company influence and capital‑structure investor rights rather than director‑specific conflicts; audit committee oversight and independence help mitigate, but concentration of voting power at PAVmed and director designation rights warrant ongoing monitoring.