James Cox
About James L. Cox, M.D.
James L. Cox, M.D. (age 82) is an independent Class B director of Lucid Diagnostics (LUCD), serving since the company’s inception; his current term runs through the 2026 annual meeting . A world‑renowned cardiac surgeon and medical device entrepreneur, he pioneered the Cox‑Maze procedure for atrial fibrillation, has published over 380 peer‑reviewed articles, and holds 30+ patents; he trained at Duke and earned his M.D. from the University of Tennessee . He is currently Surgical Director at the Bluhm Cardiovascular Institute (since Jan 2017) and Professor of Surgery at Northwestern University (since Sept 2018), reflecting deep clinical and academic credentials relevant to LUCD’s mission in esophageal disease diagnostics .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Washington University School of Medicine; Barnes Hospital (St. Louis) | Professor of Surgery; Chief of Cardiothoracic Surgery; Cardiothoracic Surgeon‑in‑Chief | 1983–1997 | Led division; advanced surgical arrhythmia interventions; established Cox‑Maze procedure |
| Georgetown University Medical Center | Professor and Chairman, Thoracic & Cardiovascular Surgery | Not stated | Department leadership in cardiothoracic surgery |
| Duke University Medical Center | Associate Professor of Surgery | Not stated | NIH‑funded lab; academic leadership during training tenure |
| Washington University (Emeritus) | Emeritus Evarts A. Graham Professor of Surgery | 2005–Dec 2016 | Continued scientific leadership; publications and editorial service |
| Editorial boards (Circulation; J Thoracic & Cardiovascular Surgery; Annals of Surgery; Journal of Electrophysiology) | Editorial Board Member | Not stated | Peer‑review oversight; field influence |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bluhm Cardiovascular Institute | Surgical Director, Center for Heart Rhythm Disorders | Jan 2017–present | Clinical leadership in cardiac arrhythmias |
| Northwestern University Feinberg School of Medicine | Professor of Surgery | Sept 2018–present (Visiting since Jan 2017) | Academic leadership; teaching/research |
| World Heart Foundation (not‑for‑profit) | Founder & Chairman | 2000–2012 | Expanded access to cardiac surgery across 75+ developing countries |
| Industry advisory roles (Medtronic, St. Jude Medical, Atricure, SentreHEART, CorMatrix) | Scientific Advisory Board/Industry Advisor | Various | Product development and clinical guidance across medical devices |
Board Governance
- Independence: The Board determined Dr. Cox is independent under Nasdaq rules; independent directors form a majority and meet in regular executive sessions .
- Committee assignments: Nominating & Corporate Governance Committee; Technology, Compliance & Quality Committee .
- Attendance: In FY2024, the Board met 7 times with 3 written consents; all directors attended at least 75% of Board and committee meetings .
- Committee activity: FY2024 audit (4 meetings), compensation (1 meeting; 12 consents), nominating & governance (3 meetings), technology/compliance/quality (4 meetings) .
- Board leadership: CEO is Chair; Stanley N. Lapidus serves as Lead Independent Director; independent directors hold executive sessions .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Non‑employee director retainer |
| Committee membership fees – Audit | $17,500 (member); $27,500 (chair) | Annual fee |
| Committee membership fees – Compensation | $12,500 (member); $18,000 (chair) | Annual fee |
| Committee membership fees – Nominating & Corporate Governance | $7,500 (member); $12,500 (chair) | Annual fee |
| Committee membership fees – Technology, Compliance & Quality | $12,500 (member); $20,000 (chair) | Annual fee |
| Dr. Cox – 2024 director fees | $73,811 | Annual fees earned (cash) |
Performance Compensation
| Award Type | Grant Date | Shares/Options | Exercise Price | Vesting Schedule | Expiration |
|---|---|---|---|---|---|
| Option | Feb 18, 2022 | 59,000 | $3.95 | 12 quarterly tranches Mar 31, 2022–Dec 31, 2024 | Feb 17, 2032 |
| Option | Jan 31, 2023 | 175,000 | $1.31 | 1/3 on Dec 31, 2023; remainder quarterly Mar 31, 2024–Dec 31, 2025 | Jan 30, 2033 |
| Option (outstanding as of 12/31/24) | Feb 21, 2024 | 150,000 | $1.25 | 1/3 on Dec 31, 2024; remainder quarterly Mar 31, 2025–Dec 31, 2026 | Feb 21, 2034 |
| Restricted Stock | Mar 1, 2021 | 169,320 | N/A | Vests in full on May 20, 2026 | N/A |
| Restricted Stock | Feb 20, 2025 | 112,800 | N/A | Vests in full on May 20, 2028 | N/A |
| 2024 Option Awards – fair value | FY2024 | $125,805 | N/A | Grant date fair value per ASC 718 | N/A |
Notes:
- In Feb 2025, LUCD shifted annual director equity from options to restricted stock (112,800 shares grant), signaling a move toward time‑based equity for directors .
- No director performance metrics (e.g., TSR, EBITDA) are disclosed for director equity; awards are time‑vested .
Other Directorships & Interlocks
| Company | Public/Private | Role | Tenure | Status/Notes |
|---|---|---|---|---|
| PAVmed, Inc. (LUCD parent) | Public (Nasdaq: PAVM) | Director | Jan 2015–Sept 2024 | Parent influence noted in LUCD governance; Dr. Cox no longer on PAVmed board |
| Epicor Medical | Private | Co‑founder/Leader | Not stated | Acquired by St. Jude Medical (2004) |
| 3F Therapeutics | Private | Co‑founder and Board Member | Not stated | Acquired by ATS Medical (2006) |
| ATS Medical | Public (historical) | Medical Director | Not stated | Acquired by Medtronic (2010) |
| Harpoon Medical | Private | Board Member | Not stated | Acquired by Edwards Lifesciences (2017) |
Related‑party exposure:
- LUCD’s parent PAVmed provides management services and has significant voting influence; audit committee pre‑approves related party transactions .
- Convertible note investors hold a right to designate one director (none designated as of April 30, 2025) .
Expertise & Qualifications
- Pioneered the Cox‑Maze procedure; extensive NIH‑funded research and >380 publications; multiple editorial boards .
- Recognitions include presidency of AATS, Distinguished Scientist Awards across major societies, and American College of Surgeons’ Jacobson Innovation Award (2020) .
- 30+ patents; instrumental in six medical device companies, several acquired by major strategics .
- Education: M.D., University of Tennessee; surgical training at Duke; U.S. Army Medical Corps service during training .
Equity Ownership
| Metric | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 534,870 shares | As of April 22, 2025; less than 1% of class (*) |
| Ownership % of outstanding | <1% | Denoted “*” by LUCD |
| Restricted stock – unvested | 169,320 shares | Vests May 20, 2026 |
| Restricted stock – granted 2025 | 112,800 shares | Vests May 20, 2028 |
| Options – exercisable (within 60 days) | 252,750 shares | Various grants; exercisable by/within 60 days of Apr 22, 2025 |
| Options – not exercisable (within 60 days) | 131,250 shares | Excluded from beneficial count |
| Hedging/pledging | Prohibited by policy | Company insider trading policy bans derivatives/hedging and pledging by directors/officers/employees |
() LUCD beneficial ownership table denotes “” for less than one percent .
Governance Assessment
- Independence and engagement: Dr. Cox is an independent director, serves on the Nominating & Governance and Technology/Compliance/Quality committees, and met the ≥75% attendance threshold in FY2024—supportive of board effectiveness .
- Alignment: Meaningful equity exposure through unvested RS awards and vested options; 2025 transition to restricted stock for directors emphasizes retention and long‑term alignment .
- Oversight: Audit committee (independent) pre‑approves related party transactions; board has lead independent director and regular executive sessions—positive governance structures .
- Conflicts and related‑party context: LUCD’s parent PAVmed exerts significant influence and provides services; Dr. Cox was a PAVmed director until Sept 2024 but is not listed among current PAVmed‑affiliated LUCD insiders—monitor transactions and committee oversight to mitigate risks .
- Board‑level signal: Convertible note investor director designation right (vacant as of April 30, 2025) highlights potential future interlocks; combined CEO/Chair counterbalanced by lead independent director .
RED FLAGS (none specific to Dr. Cox disclosed)
- No pledging/hedging allowed by policy; no director‑specific related‑party transactions involving Dr. Cox disclosed .
- Parent influence remains a structural governance risk; continued audit committee oversight is key .