John Palumbo
About John R. Palumbo
Independent director at Lucid Diagnostics (appointed September 22, 2025), designated by holders of Lucid’s 12% Convertible Secured Promissory Notes due 2029 under a director designation right and vetted by the nominating and corporate governance committee’s policies . Palumbo is a 40-year healthcare executive with leadership across early-stage ventures, growth companies, and Fortune 100 enterprises, including Executive Chairman of ValueHealth, senior roles at AmerisourceBergen/Cencora, COO of Allscripts, President of I-trax, and earlier leadership at Shared Medical Systems (later Siemens Healthineers) . He currently serves on boards of PM Pediatrics, ivWatch, and Qless, and chairs the advisory board of Brado (AI-driven engagement platform) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ValueHealth | Executive Chairman | Led recapitalization (2018) and strategic investment (2022) | Guided platform through major transactions |
| AmerisourceBergen/Cencora | Led Provider business unit; oversaw consulting/technology divisions | Not disclosed | Expanded group into multibillion-dollar platform serving health systems |
| Allscripts Healthcare Solutions | Chief Operating Officer | Not disclosed | Drove transformation into early EMR platform |
| I-trax (now Premise Health) | President | Not disclosed | Built national leader in on-site primary care, pharmacy, population health |
| Shared Medical Systems (later Siemens Healthineers) | Led National Health Services and Outsourcing Services | Early career | Leadership in national health services; SMS acquired by Siemens in 2000 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PM Pediatrics | Director | Current | Pediatric urgent/emergency care; governance oversight |
| ivWatch | Director | Current | Medical device monitoring; board service |
| Qless | Director | Current | Queue management software; board service |
| Brado (AI engagement platform) | Advisory Board Chair | Current | Strategy and AI engagement across health systems |
Board Governance
- Appointment and class: Appointed Class B director effective September 22, 2025; designated by holders of Lucid’s 2029 convertible notes, subject to nominating/governance committee policies .
- Committee assignments: Not disclosed at appointment; company stated cash fees and equity awards will follow its non-employee director compensation policy .
- Board structure and leadership (pre-appointment context): Classified board (Class A/B/C); lead independent director is Stanley N. Lapidus; independent directors constitute a majority, and independent-only executive sessions occur regularly .
- Committees (FY2024 composition): Audit (Sparks, Sokolov, White; all independent and audit committee financial experts) ; Compensation (Matheis, Sokolov, Sparks; independent) ; Nominating & Corporate Governance (White, Cox, Sparks; independent) ; Technology, Compliance & Quality (Sokolov, Aklog, Cox, Lapidus, Sparks) .
- Attendance (FY2024): Board met 7 times; all directors attended ≥75% of board/committee meetings .
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer (non-employee directors) | $50,000 | |
| Audit Committee fee | Chair $27,500; Member $17,500 | |
| Compensation Committee fee | Chair $18,000; Member $12,500 | |
| Nominating & Governance Committee fee | Chair $12,500; Member $7,500 | |
| Technology, Compliance & Quality Committee fee | Chair $20,000; Member $12,500 | |
| Indemnification agreement | Standard form executed at appointment |
Note: The company stated Mr. Palumbo will be paid cash fees and granted equity awards per the existing non-employee director policy; specific committee assignments/fees for him were not disclosed at appointment .
Performance Compensation
| Equity Component | Typical Structure | Recent Practice | Source |
|---|---|---|---|
| Annual equity grant (non-employee directors) | Approx. $150,000 FMV; historically options; Feb 2025 grants were restricted stock | On Feb 20, 2025, non-employee directors received 112,800 restricted shares vesting in full on May 20, 2028 | |
| Performance metrics tied to director pay | None disclosed; director equity awards are time-based (not performance-conditioned) | N/A |
The company expects to grant equity awards to Mr. Palumbo consistent with the non-employee director compensation policy .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Exposure |
|---|---|---|
| PM Pediatrics | Director | Pediatric urgent care services; no disclosed related-party transactions with Lucid |
| ivWatch | Director | Medical device monitoring; no disclosed related-party transactions with Lucid |
| Qless | Director | Software; no disclosed related-party transactions with Lucid |
| Brado | Advisory Board Chair | AI engagement platform for health systems |
Expertise & Qualifications
- 40 years of healthcare leadership spanning IPO launches, scaling emerging firms, and transformations at large organizations .
- Executive experience across provider services, consulting/technology, EMR platforms, and population health .
- Board/advisory roles in healthcare technology, services, and medical devices .
- Strategic capital experience (recapitalizations, strategic investments) and operating transformations .
Equity Ownership
| Item | Amount/Detail | Source |
|---|---|---|
| Direct beneficial ownership (Form 3) | 47,857 common shares (event date 09/22/2025) | |
| Ownership form | Direct (D) | |
| Derivatives (options/RSUs) | Not disclosed on Form 3 | |
| Hedging/pledging policy | Company policy prohibits hedging and pledging by directors |
Governance Assessment
- Independence and designation: Appointment was designated by holders of Lucid’s 12% Convertible Notes due 2029 (formal director designation right), subject to nominating/governance committee policies; this enhances creditor influence and is a key governance signal to monitor for potential conflicts between equity holders and noteholders .
- Related-party transactions: Company disclosed Mr. Palumbo has not engaged in transactions requiring disclosure under Item 404(a) at appointment (positive alignment) .
- Board structure and oversight: Majority-independent board; lead independent director; robust committee coverage (audit, compensation, nominating, technology/compliance/quality) with audit committee financial expertise and pre-approval of related-party transactions (strengthens investor confidence) .
- Parent company influence: PAVmed held significant voting control (27.3% as of April 22, 2025) and maintains management services and reimbursement agreements with Lucid; board charters and audit committee oversight mitigate, but investors should continue monitoring for perceived conflicts and related-party approvals (governance risk context) .
- Compensation alignment: Non-employee director pay blends modest cash retainer with equity grants (time-based), with expected equity awards to Mr. Palumbo per policy; absence of director performance metrics is conventional but reduces direct pay-for-performance linkage .
- Policies: Insider trading policy prohibits hedging/pledging and requires pre-approval of trades for designated persons; audit committee reviews related-party transactions (supportive governance controls) .
- Attendance: Historical board attendance ≥75% in 2024; Palumbo’s engagement to be assessed prospectively (no attendance data yet) .
RED FLAGS: Director designation by convertible noteholders (creditor influence) ; continuing parent (PAVmed) control and related-party arrangements requiring vigilant audit oversight .
POSITIVES: No Item 404(a) transactions for Palumbo at appointment ; strong committee structure and independence ; anti-hedging/pledging policy .