Ronald Sparks
About Ronald M. Sparks
Independent director at Lucid Diagnostics (LUCD) since October 2021; age 70; career medical device executive with over four decades of experience launching 50+ products and integrating 14 acquisitions. Previously Chairman/CEO of Navilyst Medical (sold to AngioDynamics for $372.0M), CEO of Accellent, and senior executive at Smith & Nephew; B.S. in Finance & Accounting from University of Massachusetts; INSEAD Advanced Management Program . Determined independent under Nasdaq rules and qualified as an Audit Committee Financial Expert .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Avista Capital Partners | Healthcare Industry Executive | 2007–Oct 2013 | Private equity healthcare executive |
| Navilyst Medical Inc. | Chairman & CEO | 2008–May 2012 | Sold to AngioDynamics for $372.0M |
| Accellent | President, CEO, Director | 2003–2007 | Recognized as Credit Suisse/DLJ Merchant Bank 2005 CEO of The Year |
| Smith & Nephew | Group Executive Committee; President, Endoscopy; President, Wound Management; VP Finance | 1986–2003 | Senior leadership across multiple divisions |
| Richards Medical; Dyonics; Union Carbide Imaging | Finance roles | — | Early career finance positions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PAVmed Inc. (Nasdaq: PAVM) | Director | Jan 2015–present | Parent company of LUCD; creates interlocks |
| American Sports Medicine Institute | Fellow | — | Ongoing professional fellowship |
| Arthroscopy Association of North America Education Foundation | Trustee | — | Education foundation trustee role |
| International Society of Arthroscopy, Knee Surgery and Orthopedic Sports Medicine | Honorary Lifetime Member | — | Honorary lifetime membership |
Board Governance
- Board class: Class B director; term expires at the 2026 annual meeting .
- Independence: Board determined Sparks is independent; independent directors form majority; independent-only executive sessions held regularly .
- Committee assignments: Audit; Compensation; Nominating & Corporate Governance; Technology, Compliance & Quality .
- Audit oversight: Audit Committee duties include financial reporting oversight, auditor independence, related-party transaction approvals; Sparks designated an “audit committee financial expert” .
- Attendance: In FY2024, Board met 7 times and acted by consent 3 times; all directors attended ≥75% of aggregate Board and committee meetings .
- Lead independent director: Stanley Lapidus serves as Lead Independent Director (not Sparks); Chair/CEO roles combined for Aklog .
- Cybersecurity oversight: Board administers cybersecurity risk via Audit Committee; vendor CyberTeam provides updates .
Fixed Compensation
| Component | Amount/Details | Period |
|---|---|---|
| Annual cash retainer (non-employee directors) | $50,000 | 2024 |
| Committee membership fees (member) | Audit $17,500; Compensation $12,500; Nominating $7,500; Technology $12,500 | 2024 |
| Committee chair fees (schedule) | Audit $27,500; Compensation $18,000; Nominating $12,500; Technology $20,000 | 2024 |
| Director fees earned – Sparks | $110,000 | FY2024 |
| Option awards – Sparks (grant-date fair value) | $125,805 | FY2024 |
| Stock awards – Sparks | $0 | FY2024 |
| Total – Sparks | $235,805 | FY2024 |
| Annual equity grant policy | Approx. $150,000 FMV; 2025 grants issued as restricted stock | Feb 2025 |
| 2025 restricted stock grant – Sparks | 112,800 shares; vest 5/20/2028 | Granted 2/20/2025 |
Performance Compensation
- No performance-based cash bonuses, TSR/EBITDA-linked metrics, or director-specific performance conditions are disclosed for directors; director compensation consists of fixed cash retainers/committee fees and equity grants .
Other Directorships & Interlocks
| Company | Role | Interlock / Potential Conflict |
|---|---|---|
| PAVmed Inc. (Nasdaq: PAVM) | Director | LUCD’s parent; overlapping fiduciary duties; corporate opportunity renunciation; PAVmed voting influence |
- Related-party oversight: Audit Committee pre-approves and reviews related-party transactions; policy requires audit committee approval and excludes interested directors from approval vote .
- Parent influence: As of 4/22/2025, PAVmed had voting control over 27.3% of LUCD’s outstanding capital stock that may be voted, significantly influencing director elections and stockholder matters .
Expertise & Qualifications
- Extensive C-suite leadership across medtech manufacturing, endoscopy, wound care, venous access, and imaging; product launch and M&A integration track record .
- Financial sophistication: Qualified Audit Committee Financial Expert per SEC rules .
- Network: Prior board/council roles at AdvaMed and multiple specialty societies; strong relationships with private equity and investment banks in medtech .
- Education: B.S. Finance & Accounting (UMass); INSEAD AMP .
Equity Ownership
| Metric | As of Apr 22, 2025 |
|---|---|
| Total beneficial ownership (shares) | 450,210 |
| Percent of class | <1% (“*” in filing) |
| Restricted stock outstanding (vest 5/20/2026) | 84,660 shares |
| Restricted stock granted 2/20/2025 (vest 5/20/2028) | 112,800 shares |
| Options included in beneficial ownership (exercisable ≤60 days) | 252,750 options |
| Insider policy: hedging/pledging | Prohibited for directors/officers |
| Section 16 compliance (FY2024) | All reports filed timely |
Outstanding Equity Awards (FY2024 year-end snapshot)
| Award Type | Quantity | Exercise Price | Expiration | Vesting Status |
|---|---|---|---|---|
| Stock option | 59,000 | $3.95 | Feb 17, 2032 | Fully vested by 12/31/2024 |
| Stock option | 175,000 (116,667 exercisable; 58,333 unexercisable at 12/31/2024) | $1.31 | Jan 30, 2033 | Staged vesting through 12/31/2025 |
| Stock option | 150,000 (50,001 exercisable; 99,999 unexercisable at 12/31/2024) | $1.25 | Feb 21, 2034 | Staged vesting through 12/31/2026 |
| Restricted stock (granted 10/14/2021) | 84,660 | — | — | Vests fully 5/20/2026; MV at 12/31/2024: $69,337 |
| Restricted stock (granted 2/20/2025) | 112,800 | — | — | Vests fully 5/20/2028 |
Fixed Director Fee Schedule (Reference)
| Committee | Chair Fee | Member Fee |
|---|---|---|
| Audit | $27,500 | $17,500 |
| Compensation | $18,000 | $12,500 |
| Nominating & Corporate Governance | $12,500 | $7,500 |
| Technology, Compliance & Quality | $20,000 | $12,500 |
Governance Assessment
-
Strengths
- Independence affirmed; majority-independent board; independent-only executive sessions .
- Deep operating and financial expertise; designated Audit Committee Financial Expert; multi-committee workload demonstrates broad governance engagement .
- Attendance: all directors achieved ≥75% meeting participation in FY2024, supporting engagement .
- Insider policy bans hedging and pledging; strengthens alignment and reduces risk .
-
Potential conflicts and risk indicators
- PAVmed interlock: Sparks is a PAVmed director; LUCD’s charter renounces certain corporate opportunities to PAVmed Parties (excluding “Lucid Business” carve-out), potentially diverting opportunities and limiting recourse; audit committee must actively police related-party transactions .
- Parent influence: PAVmed controls voting over 27.3% of LUCD stock eligible for vote, can significantly influence board composition and strategic votes; investors should monitor independence in practice .
- Ongoing related-party flows: Management Services Agreement payments to PAVmed escalated to $1,050,000/month (as of 7/1/2024); $11.3M paid/accrued in FY2024 and $9.0M in FY2023; reimbursement and IP arrangements also in place, requiring rigorous audit oversight .
- Convertible notes investor board designation right (not exercised yet) could affect board dynamics if filled; monitor for independence and committee composition .
-
Compensation alignment
- Director compensation mix is standard (cash retainer, committee fees, annual equity), with 2025 shift to restricted stock grants (same FMV target), supporting equity alignment; no performance metrics disclosed for directors .
-
RED FLAGS to watch
- Parent-company interlocks and corporate opportunity renunciation (risk of conflicts) .
- High level of related-party payments to PAVmed; ensure continued robust audit committee oversight and fair terms .
- Potential future investor-designee to the board from convertible notes; monitor independence if appointed .