Shaun O’Neil
About Shaun O’Neil
Shaun M. O’Neil, 43, is President and Chief Operating Officer of Lucid Diagnostics (LUCD) since November 6, 2023, after serving as EVP & COO (Apr 2022–Nov 2023) and Chief Commercial Officer (Jul 2018–Mar 2022). He holds a BBA from Alfred University and an MBA from Rochester Institute of Technology; his career includes commercialization leadership at AngioDynamics and building Lucid’s commercial operations and LucidDx Labs via acquisition and integration of PacificDx assets . The proxy does not disclose TSR or financial performance metrics tied to his compensation; recent achievements emphasized building sales strategy, market access, clinical support, and lab capabilities .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lucid Diagnostics | Chief Commercial Officer | Jul 2018–Mar 2022 | Built commercial operations (sales, market access, clinical support, national marketing); negotiated and integrated PacificDx assets to form LucidDx Labs |
| Lucid Diagnostics | EVP & COO | Apr 2022–Nov 2023 | Led operations during commercialization; cross-functional scaling |
| Lucid Diagnostics | President & COO | Nov 2023–present | Executive leadership of commercialization and operations |
| AngioDynamics | Product Manager, Senior Product Manager; Regional Business Manager | Jun 2011–Jul 2018 | Led due diligence on acquisitions; upstream/downstream marketing; national clinical specialists; instrumental in launch of AngioVac system |
| Aycan Medical Systems | Various roles | Oct 2005–Jul 2011 | Launched proprietary imaging solutions (DICOM archive, Apple-based post-processing; multi-modality workstations) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| PAVmed (parent of LUCD; Nasdaq: PAVM) | EVP & COO | Feb 2022–present | Parallel executive role; potential related-party dynamics disclosed in LUCD’s proxy |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $162,500 | $300,000 |
| Target Bonus (% of salary) | 50% | 50% |
| Actual Cash Bonus ($) | $0 | $0 |
| Total Reported Compensation ($) | $162,500 | $712,000 (includes $412,000 stock awards) |
Notes:
- Base salary increased from $150,000 to $300,000 effective December 1, 2023 .
- No discretionary cash bonus was paid for 2023 or 2024 .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (Discretionary) | Company/individual performance (not itemized) | N/A | 50% of base salary | $0 (2023, 2024) | $0 | N/A |
| RSU/Restricted Stock (time-based) | Time-based retention | N/A | N/A | Granted 400,000 (May 7, 2024), 300,000 (Feb 20, 2025) | Fair value $412,000 for 2024 grants | 5/20/2026 (400,000); 5/20/2028 (300,000) |
| Stock Options | Time-based vesting | N/A | N/A | 50,000 options fully vested by 12/31/2024 | N/A | Quarterly vest 3/31/2022–12/31/2024; Exp. 2/17/2032; $3.95 strike |
Observations:
- No disclosed PSU metrics (revenue, EBITDA, TSR) or performance weighting; equity awards are time-based with change-of-control acceleration provisions .
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Total Beneficial Ownership | 876,763 shares; <1% of outstanding as of 4/22/2025 |
| Breakdown (as of 4/22/2025) | 520,000 unvested restricted shares vesting 5/20/2026; 300,000 unvested restricted shares vesting 5/20/2028; 50,000 options exercisable within 60 days |
| Options – Strike & Expiration | 50,000 at $3.95; expires 2/17/2032 |
| In-the-money value | Not disclosed; depends on market price (not in proxy) |
| Hedging/Pledging | Prohibited by insider trading policy; 10b5-1 plans require pre-approval |
| Ownership Guidelines | No formal executive ownership guidelines in place |
| Lockup (offering-related) | 45-day lockup signed in connection with 9/10/2025 common stock offering (applies to O’Neil and other insiders) |
Implications:
- Large RSU vesting tranches on 5/20/2026 and 5/20/2028 may create selling pressure near those dates; hedging/pledging prohibited reduces alignment risk from collateralization .
Employment Terms
- Agreement term: Expires 2/22/2026; auto-renews for one-year terms unless notice is given ≥60 days prior to end of term .
- Base salary/bonus: $300,000 base (effective 12/1/2023) and discretionary annual bonus with 50% target; no bonus paid in 2023 or 2024 .
- Severance: If terminated without cause or resigns for good reason, 12 months base salary, pro rata current-year target bonus, up to 12 months health benefits, and accrued but unused vacation; similar treatment for death/disability with pro rata bonus; if terminated for cause or resigns without good reason, only base through termination and certain reimbursements .
- Change-of-control economics:
- Restricted Stock: Immediate vesting upon change of control, or termination without cause/good reason .
- Options: Immediate vesting if termination occurs after or within 60 days prior to change of control .
- Non-compete/Non-solicit: Restrictions during employment and for 1 year post-termination (2 years in case of change of control); covers employment/services to competing business and solicitation of employees/customers; non-compete does not apply if terminated without cause or resigns for good reason .
- Retirement plan: Lucid does not maintain its own plan; employees participate in PAVmed’s retirement plan .
Compensation Structure Analysis
- Shift to equity: 2024 compensation includes $412,000 of stock awards; no cash bonus, indicating higher equity-based pay and retention emphasis vs. cash incentives .
- At-risk pay vs. guaranteed: Guaranteed cash rose with base adjustment (to $300,000); lack of bonus payouts suggests limited short-term performance pay linkage in 2023–2024 .
- Single-trigger acceleration: RSUs accelerate at change-of-control without termination condition, a shareholder-unfriendly feature relative to double-trigger; options use a termination-related trigger window .
Related Party & Governance Considerations
- Dual roles with PAVmed (parent): O’Neil serves simultaneously as EVP & COO of PAVmed; Lucid’s charter renounces certain overlapping business opportunities to PAVmed Parties (excluding “Lucid Business”), potentially creating conflicts; PAVmed maintains significant voting influence over Lucid .
- Insider trading policy: Prohibits hedging, pledging, short-term trading, and derivatives; 10b5-1 plans require pre-approval and open-window adoption .
- Compensation Committee: Independent directors (Matheis, Sokolov, Sparks) oversee pay; authority to retain independent consultants; committee met 1 time and acted by consent 12 times in FY2024 .
Performance & Track Record
- Key achievements: Built Lucid’s commercial capability; led integration forming LucidDx Labs; launched AngioVac during prior tenure at AngioDynamics .
- Financial/stock performance during tenure: Not disclosed in proxy; no bonus payouts for 2023–2024 despite increased responsibilities .
Investment Implications
- Alignment: Ownership is <1% with sizeable time-based RSU grants; lack of formal ownership guidelines is a governance gap, partly mitigated by hedging/pledging prohibitions .
- Incentive design: Minimal short-term performance pay (no bonuses) and single-trigger RSU acceleration at change-of-control can weaken pay-for-performance alignment and introduce sale pressure at vest dates .
- Retention risk: Standard 12-month severance and non-compete framework, plus significant unvested equity through 2028, supports retention; lockup agreements around offerings temporarily curb selling, but large 2026/2028 vests are watchpoints .
- Governance/conflicts: Dual role at PAVmed and parent’s influence require monitoring for related-party dynamics; board policies renounce certain opportunities to PAVmed Parties, potentially affecting strategic options .