Lishan Aklog
About Lishan Aklog
Lishan Aklog, M.D. (age 59) is Chairman and Chief Executive Officer of Lucid Diagnostics (LUCD), serving as CEO since the company’s IPO and previously as Executive Chairman; he is also Chairman and CEO of parent PAVmed (PAVM) . He holds an A.B. in Physics, magna cum laude, from Harvard and an M.D., cum laude, from Harvard Medical School, is an inventor on 35 issued patents, and has an extensive track record founding and leading medical device ventures and serving on industry boards (including AdvaMed) . Company-level performance disclosures during his tenure show quarterly EsoGuard revenues of $1.2 million in 2Q25 and 3Q25, with cash of $31.1 million at 2Q25 and $47.3 million at 3Q25; 3Q24 EsoGuard revenue was also $1.2 million, up 20% sequentially, as reimbursement milestones progressed toward Medicare coverage .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Lucid Diagnostics | Executive Chairman; Chairman & CEO (post-IPO) | Executive Chairman to IPO; CEO since IPO | Led commercialization and reimbursement strategy for EsoGuard; board leadership |
| PAVmed (parent) | Co-founder; Chairman & CEO | Since Jun 2014 | Built multi-asset medtech platform; strategic and capital markets leadership |
| Veris Health (subsidiary) | Executive Chairman | Since May 2021 | Oversight of oncology remote monitoring venture |
| Vortex Medical | Chairman & CTO | 2008–2012 | AngioVac system patents; exit to AngioDynamics (ANGO) |
| Academic medicine (Mount Sinai, Brigham & Women’s, St. Joseph’s) | Cardiothoracic surgery leadership roles | 1999–2012 | Technology innovation in cardiac surgery; research and clinical leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| AdvaMed (industry association) | Board of Directors | Since Feb 2021 | Industry advocacy and policy influence |
| Contrafect (CFRX) | Director; Audit Committee | Jun 2020–Dec 2023 | Public company governance and audit oversight |
| Viveon Health Acquisition (VHAQ) | Director; Audit Committee Chair | Sep 2020–Apr 2021 | SPAC governance; financial oversight |
| Boston ECG Project Charitable Foundation | Chairman of the Board | Current | Non-profit leadership |
| Human Rights Watch (NY Executive Committee) | Member | Until Mar 2025 | Advocacy work |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $300,000 | $300,000 |
| Target Annual Bonus (% of base) | Up to 100% | Up to 100% |
| Actual Cash Bonus Paid ($) | $0 | $0 |
| Stock Awards – Grant Date Fair Value ($) | $0 | $412,000 |
| Option Awards – Grant Date Fair Value ($) | $0 | $0 |
- Directors who are executive officers receive no additional director compensation .
Performance Compensation
| Incentive | Metric basis | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Performance Bonus | Board/Comp Committee objectives (specific metrics not disclosed) | Up to 100% of base | $0 in FY2024 | N/A |
| Equity – Restricted Stock | Time-based | 564,400 shares (3/15/2021) ; 60,000 (1/7/2022) ; 400,000 (5/7/2024) ; 300,000 (2/20/2025) | Grant-date FV $412,000 in FY2024 | 5/20/2026 for 2021–2024 grants; 5/20/2028 for 2025 grant |
| Equity – Stock Options | Time-based | 75,000 options at $3.95 (granted 2/18/2022) | Exercisable by 12/31/2024 | Exp. 2/17/2032 |
- Long-term incentives are predominantly restricted stock time-vest grants post-2022; only one option grant in 2022, indicating a shift from options to RSAs (lower risk for the executive) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 1,541,627 shares; 1.5% of outstanding |
| Components & status | Includes 1,024,400 unvested RSAs vesting 5/20/2026; 300,000 RSAs vesting 5/20/2028; 75,000 options currently exercisable (strike $3.95; exp. 2/17/2032); 142,227 shares distributed by PAVmed on 2/15/2024 |
| Vested vs. unvested | Major unlocks: 1,024,400 shares vest 5/20/2026; 300,000 vest 5/20/2028 (potential selling pressure windows) |
| Hedging/pledging | Company policy prohibits hedging and pledging by directors and officers; trading windows and 10b5‑1 plan controls apply |
| Ownership guidelines | Company discloses no formal executive equity ownership guidelines |
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Lucid CEO employment agreement effective 1/17/2022; expires 3/15/2026; auto-renews for 1-year terms unless 60 days’ notice |
| Compensation | Base salary $300,000; annual performance bonus up to 100% of prior-year base upon Board/Comp Committee objectives |
| Severance (without cause or good reason) | Base salary through termination + 12 months; 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 |
| Equity acceleration | RSAs immediately vest upon termination for good reason, termination without cause, or change-of-control; options accelerate if terminated after or within 60 days prior to change-of-control; negotiated CoC may result in acceleration or cash-out of options |
| Non-compete / non-solicit | Non-compete and solicit restrictions during employment and for 1 year post-termination (2 years post change-of-control); non-compete inapplicable if terminated without cause or resigns for good reason |
Board Governance
- Board class and term: Aklog serves as a Class C director; Class C terms expire at the 2027 annual meeting .
- Roles: Chairman of the Board and CEO; also serves on the Technology, Compliance & Quality Committee (not subject to Nasdaq independence rules) .
- Independence: He is not an independent director; the Board’s independent directors (majority) meet regularly in executive session; Stanley N. Lapidus is Lead Independent Director .
- Attendance: The Board met 7 times in FY2024 and acted by written consent 3 times; all directors attended ≥75% of meetings and committee meetings .
- Director compensation: Executive directors receive no additional cash or equity compensation for board service (non-employee director fee schedule disclosed separately) .
- Convertible notes investor designation right: Certain 2024 Convertible Note investors have a collective right to designate one director (exercised with appointment of John R. Palumbo on 9/22/2025) .
Compensation Structure Analysis
- Mix shift toward time-based restricted stock awards in 2024–2025 (400,000 shares in 2024; 300,000 shares in 2025), versus only one option grant in 2022—reducing risk and increasing guaranteed value vs. options .
- Discretionary annual cash bonus was $0 in 2023–2024 despite ongoing commercialization progress—suggesting higher reliance on equity incentives over cash bonuses .
- Equity acceleration on termination/change-of-control increases potential payout sensitivity to transaction timing; severance doubles to 24 months if termination occurs within 60 days following change-of-control .
Related Party Transactions and Conflicts
- PAVmed relationship: Management services agreement fee increased to $1,050,000/month as of 7/1/2024; Lucid paid or accrued ~$11.3 million in 2024 and $9.0 million in 2023; payroll/benefits reimbursement totaled ~$2.0 million in 2024 and ~$1.8 million in 2023 .
- Corporate opportunity renunciation and overlapping fiduciary roles: Lucid renounces interest in certain opportunities presented to PAVmed parties (except for Lucid business lines); several directors/officers serve roles at PAVmed; PAVmed held 29.7% beneficial ownership and voting influence at the 2025 record date .
Risk Indicators & Red Flags
- Dual role concentration: CEO + Chairman with non-independent status mitigated by Lead Independent Director and regular independent executive sessions .
- Large upcoming vesting events: 1,024,400 RSAs vest 5/20/2026 and 300,000 on 5/20/2028, potentially increasing tradable supply and insider selling windows .
- Equity acceleration and enhanced severance in change-of-control contexts may influence transaction timing incentives .
- Hedging/pledging prohibited—reduces misalignment risk; formal executive ownership guidelines not disclosed .
Investment Implications
- Alignment: Aklog’s ownership is meaningful at 1.5% with substantial unvested RSAs, aligning interests with long-term equity value creation; hedging/pledging prohibitions strengthen alignment .
- Near-term selling pressure risk: The May 20, 2026 vest of 1,024,400 shares and May 20, 2028 vest of 300,000 shares create defined insider unlock windows that could pressure shares around those dates absent trading plans or blackouts .
- Transaction sensitivity: Double-trigger severance (24 months) and equity acceleration on change-of-control may incentivize support for strategic transactions once reimbursement milestones are secured .
- Governance checks: Lead Independent Director and committee structure provide counterbalances to CEO/Chair dual role; however, PAVmed’s significant ownership and services arrangements require ongoing audit/committee oversight for related party fairness .