Michael Gordon
About Michael Gordon
Michael A. Gordon, age 51, is General Counsel and Secretary of Lucid Diagnostics (LUCD) and also serves as an executive officer of parent company PAVmed; he has held the LUCD role since May 2022. He previously was a corporate partner at Friedman Kaplan Seiler Adelman & Robbins LLP (2013–2022, management committee 2019–2022) and a corporate associate at Cravath, Swaine & Moore LLP; he earned a J.D. magna cum laude from Fordham University School of Law (2004) and an A.B. in Economics cum laude from Dartmouth College (1996) . The proxy discloses his annual bonus is discretionary and tied to company and individual performance, but does not specify metric weightings or TSR/financial targets; no bonuses were paid for 2023 or 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Friedman Kaplan Seiler Adelman & Robbins LLP | Corporate Dept.; Partner (2013–2022); Management Committee (2019–2022) | Oct 2006–May 2022 | Represented LUCD and PAVmed in M&A, financings, and governance; advised boards |
| Cravath, Swaine & Moore LLP | Corporate Associate | Prior to 2006 | Early corporate training; foundational governance and transactions experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| PAVmed Inc. (parent of LUCD) | Executive Officer | Ongoing | Public filer; interlocks via parent; Gordon serves concurrently as executive officer |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary | $250,000 | $250,000 |
| Stock Awards (Grant-date FV) | $— | $412,000 |
| Option Awards (Grant-date FV) | $— | $— |
| Cash Bonus | $0 | $0 |
| All Other Compensation | $— | $— |
| Total Compensation | $250,000 | $662,000 |
Performance Compensation
- Annual Bonus: Discretionary, target 50% of base salary ($125,000 target on $250,000 salary). No bonus was paid for 2023 or 2024; metric details and weighting are not disclosed; determined by the compensation committee based on individual and company performance .
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (2023) | Committee discretion; company and individual performance | Not disclosed | $125,000 | $0 | 0% | N/A |
| Annual Cash Bonus (2024) | Committee discretion; company and individual performance | Not disclosed | $125,000 | $0 | 0% | N/A |
Equity Awards (Grants and Vesting)
| Award Type | Grant Date | Shares | Exercise Price | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| Stock Option | Jun 7, 2022 | 200,000 | $1.93 | Jun 6, 2032 | Vests ratably quarterly over 3 years; initial vest Jun 30, 2022; final vest Mar 31, 2025 |
| Restricted Stock | May 7, 2024 | 400,000 | N/A | N/A | Single vesting on May 20, 2026; subject to acceleration in certain circumstances |
| Restricted Stock | Feb 20, 2025 | 300,000 | N/A | N/A | Single vesting on May 20, 2028; subject to acceleration in certain circumstances |
Equity Ownership & Alignment
- Beneficial Ownership: 900,000 shares; less than 1% of the 105,382,957 shares outstanding as of Apr 22, 2025. Breakdown includes 400,000 unvested RS (vest 5/20/2026), 300,000 unvested RS (vest 5/20/2028), and 200,000 options that are or will be exercisable within 60 days of the record date .
- Options Status (12/31/2024): 183,333 exercisable; 16,667 unexercisable; exercise price $1.93; expiration Jun 6, 2032 .
- Ownership Guidelines: The Company has no formal equity ownership guidelines for named executive officers .
- Hedging/Pledging: Company insider trading policy prohibits hedging and pledging of company securities by directors and officers .
| Ownership Detail | Amount |
|---|---|
| Total Beneficial Ownership | 900,000 shares; <1% of class |
| RS Unvested | 400,000 (vest 5/20/2026) |
| RS Unvested | 300,000 (vest 5/20/2028) |
| Options (Exercisable) | 183,333 |
| Options (Unexercisable) | 16,667 |
| Options Exercise Price | $1.93 |
| Options Expiration | Jun 6, 2032 |
| Ownership Guidelines | None specified |
| Hedging/Pledging | Prohibited by policy |
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement Date | Apr 18, 2022 (agreement to serve as General Counsel and Secretary) |
| Current Role Tenure | Since May 2022 |
| Contract Expiration | May 2, 2025; auto-renews for 1-year terms unless non-renewal notice ≥60 days before term end |
| Base Salary | $250,000 |
| Target Bonus | 50% of base salary |
| Termination—Without Cause or Good Reason (Severance) | Base salary through termination plus 12 months thereafter; pro rata portion of current year target bonus; valid expense reimbursement; health insurance up to 12 months; accrued but unused vacation |
| Termination—Death/Disability | Base salary through termination; pro rata current year target bonus; earned but unpaid prior year bonus; reimbursements; accrued but unused vacation |
| Termination—With Cause or Voluntary (No Good Reason) | Base salary through termination; reimbursements; certain accrued but unused vacation |
| Change of Control—Equity Acceleration | RS becomes immediately vested upon termination for good reason, termination without cause, or change of control (as defined in 2018 Plan); options accelerate in certain non-negotiated CoC; for certain negotiated CoC, committee may accelerate or cash-out options; awards become immediately vested if termination occurs after or within 60 days prior to CoC |
| Non-Compete | 1 year post-employment; 2 years in case of change of control; restrictions on employment/services with competitors, hiring/retaining Company talent, and soliciting Company customers/partners |
| Insider Trading Policy | Blackout periods; pre-clearance required; hedging/pledging prohibited; 10b5-1 plan approval by CEO and General Counsel, only during open window and without MNPI |
| Retirement/401(k) | Company does not maintain a retirement plan; employees participate in PAVmed’s plan |
Compensation Structure Notes
- Year-over-year mix: 2024 total compensation increased vs 2023 driven by time-based restricted stock grant (FV $412,000); cash remained modest and purely base salary as no bonus was paid .
- Equity award design: Options (2022) and RS (2024, 2025) are purely time-based; no PSU metrics disclosed—indicates lower performance leverage and higher retention emphasis .
- Ownership alignment: No formal ownership guidelines; however, hedging/pledging prohibitions support alignment; beneficial ownership <1% suggests limited personal capital at risk relative to float .
Investment Implications
- Retention risk appears moderate: Auto-renewing agreement, 12-month severance, and significant unvested RS (400k vesting 5/20/2026; 300k vesting 5/20/2028) provide retention hooks; non-compete (1–2 years) adds friction to departure .
- Selling pressure windows: Potential selling pressure could align around RS single-vesting dates (May 20, 2026 and May 20, 2028), subject to blackout periods and pre-clearance; hedging/pledging is prohibited, reducing synthetic exposure risk .
- Pay-for-performance linkage is weak: Annual bonus is discretionary with no disclosed metric weights; equity is time-based (no PSUs), suggesting limited direct linkage to TSR/financial outcomes and greater focus on retention .
- Change-of-control economics: Immediate vesting on change of control and committee discretion to accelerate/cash-out options in negotiated transactions indicate meaningful CoC realizable value despite lack of disclosed multipliers; RS acceleration on CoC functions akin to single-trigger risk for equity .
- Alignment: Beneficial ownership of 900,000 shares (<1%) and absence of ownership guidelines point to moderate alignment; policy bans on hedging/pledging are positive, but lack of performance-conditioned equity may dilute incentive alignment with shareholder returns .