Stanley Lapidus
About Stanley N. Lapidus
Stanley N. Lapidus (age 76) is Vice Chairman, Lead Independent Director, and a Class A director of Lucid Diagnostics (LUCD). He has served as the company’s lead Strategic Advisor since June 2020 and as Vice Chairman and director since July 2021, bringing three decades of diagnostics entrepreneurship (Exact Sciences; Cytyc/ThinPrep). He holds a B.S. in Electrical Engineering from The Cooper Union and is an inventor on 37 U.S. patents. He is recognized as a pioneer in cancer early detection and served as an instructor at MIT (2002–2017).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Exact Sciences (EXAS) | Founder; President & CEO; Chairman | 1995–2006 | Founded and led company that created Cologuard; fastest-growing startup in diagnostics per company bio |
| Cytyc (acquired by Hologic) | Founder; President | 1987–1994 | Invented ThinPrep Pap test; revolutionized cervical cancer screening |
| Helicos BioSciences | Co-founder; CEO | 2003–2010 | DNA sequencing company leadership |
| SynapDx | Co-founder; President & CEO | 2009–2016 | Diagnostics for autism |
| Massachusetts Institute of Technology | Instructor | 2002–2017 | Academic contribution in medical and biological engineering (AIMBE Fellow) |
External Roles
| Organization | Role | Public/Private | Tenure |
|---|---|---|---|
| binx health | Chairman | Private | Since Jan 2018 |
| Mirvie | Chairman | Private | Since Jun 2018 |
| PathAI | Director | Private | Since Nov 2017 |
| Sunbird Bio | Director | Private | Since Sep 2018 |
| Mercy Bioanalytics | Chairman | Private | Current |
| Droplet Biosciences | Director | Private | Current |
| Univ. of Colorado Anschutz | Executive-in-Residence | N/A | Since Nov 2017 |
| Pillar VC | Co-Founding Pillar | Private | Since Mar 2016 |
No current public-company directorships are disclosed in LUCD’s proxy.
Board Governance
- Status and leadership: Independent director; serves as Lead Independent Director and Vice Chairman. Independent directors meet in executive session regularly.
- Committee assignments: Member, Technology, Compliance & Quality Committee (TCQ). Not on Audit, Compensation, or Nominating committees.
- Attendance and engagement: In FY2024 the Board met 7 times (plus 3 written consents), and all directors attended ≥75% of aggregate Board/committee meetings.
- Committee activity: FY2024 meetings — Audit (4), Compensation (1, plus 12 written consents), Nominating (3), TCQ (4).
- Independence: Board determined Mr. Lapidus is independent under Nasdaq rules; a majority of the Board is independent.
Fixed Compensation
| Component | Amount/Term | Detail |
|---|---|---|
| Annual cash retainer (non-employee directors) | $50,000 | Standard director retainer |
| Committee fees (annual) | Audit: Chair $27,500; Member $17,500. Compensation: Chair $18,000; Member $12,500. Nominating: Chair $12,500; Member $7,500. TCQ: Chair $20,000; Member $12,500. | Committee membership determines add-on cash fees |
| FY2024 cash fees (Lapidus) | $62,500 | Reflects retainer plus committee service |
Directors are reimbursed for reasonable out-of-pocket meeting expenses.
Performance Compensation
- Annual equity program: Non-employee directors typically receive annual equity with ~$150,000 fair value; the most recent annual equity grants (Feb 2025) were issued as restricted stock (previously options), indicating a shift from options to RS to deliver the same fair value.
- FY2024 equity (Lapidus): Option awards grant date fair value $125,805; no stock awards recognized in 2024. Total 2024 director compensation $188,305.
| Award Type | Grant Date | Size/Strike | Vesting | Expiration | Notes |
|---|---|---|---|---|---|
| Stock Option | Feb 18, 2022 | 59,000 @ $3.95 | 12 equal quarterly installments (Mar 31, 2022–Dec 31, 2024) | Feb 17, 2032 | Plan standard; fully vested by 12/31/2024 |
| Stock Option | Jan 31, 2023 | 175,000 @ $1.31 | 1/3 on Dec 31, 2023; remaining quarterly through Dec 31, 2025 | Jan 30, 2033 | Time-vested |
| Stock Option | Feb 22, 2024 | 150,000 @ $1.23 | 1/3 on Dec 31, 2024; remaining quarterly Mar 31, 2025–Dec 31, 2026 | Feb 21, 2034 | Time-vested |
| Restricted Stock | Feb 20, 2025 | 112,800 shares | Cliff vest May 20, 2028 | N/A | 2025 director equity issued as RS |
| Prior Restricted Stock | Sep 20, 2021 | 169,320 shares | 50% vested 9/20/2022; 50% vested 9/20/2023 | N/A | Fully vested |
No performance-vested metrics (e.g., TSR/EBITDA) are disclosed for director equity; awards are time-vested.
Other Directorships & Interlocks
| Counterparty | Relationship to LUCD | Potential Interlock/Conflict |
|---|---|---|
| PAVmed (parent) | Several LUCD directors/executives serve at PAVmed; not including Mr. Lapidus | PAVmed exerts significant influence; management services and related agreements in place; not specific to Lapidus |
| 2024 Convertible Note Investors | Board designation right for one director (none designated as of proxy) | Potential future interlock dependent on investor designee; not specific to Lapidus |
No related-party transactions involving entities controlled by Mr. Lapidus are disclosed.
Expertise & Qualifications
- Diagnostics pioneer: Founder of Cytyc (ThinPrep Pap test) and Exact Sciences (Cologuard), with deep commercialization track record in early cancer detection.
- Governance/leadership: Chairs multiple diagnostics startups (binx health, Mirvie; Mercy Bioanalytics) and serves on several innovative life-science boards (PathAI, Sunbird Bio, Droplet Biosciences).
- Technical credentials: B.S. Electrical Engineering (Cooper Union); AIMBE Fellow; 37 U.S. patents; Smithsonian holds ThinPrep prototype.
- Academic/mentorship: Instructor at MIT (2002–2017); Executive-in-Residence (CU Anschutz).
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 467,142 shares | <1% of outstanding 105,382,957 shares as of Apr 22, 2025 |
| Included RS/RSAs | 101,592 shares (prior RSA, fully vested); 112,800 shares (2025 RSA, unvested; vests 5/20/2028) | Composition per footnote |
| Options (exercisable ≤60 days of 4/22/2025) | 252,750 | Counted in beneficial ownership |
| Options (not exercisable ≤60 days) | 131,250 | Excluded from beneficial ownership |
| Hedging/pledging | Prohibited by policy | Directors and officers are prohibited from hedging and pledging company stock |
Governance Assessment
Key findings and implications for investors:
- Role/engagement: As Lead Independent Director and TCQ committee member, Lapidus provides significant governance counterweight to management, with structured executive sessions supporting independent oversight.
- Independence and attendance: He meets Nasdaq independence standards; Board/committee attendance thresholds were satisfied in 2024.
- Alignment: Equity-heavy compensation with multi-year vesting (shift to restricted stock in 2025) increases time-in-seat alignment but reduces upside convexity versus options; no performance metrics tied to director equity are disclosed.
- Ownership: Beneficial ownership is modest (<1%), though he holds meaningful vested and unvested equity; hedging/pledging is prohibited, supporting alignment and risk control.
- Conflicts/related parties: No Lapidus-specific related-party transactions disclosed; broader parent-company (PAVmed) relationships, management services, and voting influence are governance risk factors at the issuer level (not specific to Lapidus).
- Board structure risk flags: Parent influence (PAVmed 27.3% voting control as of record), investor note designation right for one director (vacant), classified board, and anti-takeover provisions may entrench governance, but the Lead Independent Director role partially mitigates.
RED FLAGS (issuer-level): Significant parent influence over governance and related-party agreements; classified board; investor board-designation right (open seat). No Lapidus-specific red flags identified (no attendance issues, no related-party transactions, policy prohibits hedging/pledging).
Director Compensation (FY2024)
| Metric | Amount |
|---|---|
| Director fees (cash) | $62,500 |
| Stock awards (RS/DSU) | $0 |
| Option awards (grant date fair value) | $125,805 |
| All other compensation | $0 |
| Total | $188,305 |
Structure: Standard $50,000 cash retainer + committee fees; annual equity targeted at ~$150,000 fair value; 2025 equity delivered as restricted stock (RS), not options.
Board Governance Details (for context)
- Committees and membership:
- Audit (Sparks; Sokolov; White; all independent; all “financial experts”). Met 4 times.
- Compensation (Matheis; Sokolov; Sparks; all independent). Met 1 time; 12 written consents.
- Nominating & Corporate Governance (White; Cox; Sparks; all independent). Met 3 times.
- Technology, Compliance & Quality (Sokolov; Aklog; Cox; Lapidus; Sparks). Met 4 times.
- Board leadership: Combined CEO/Chair; Lead Independent Director (Lapidus) designated; independent executive sessions occur regularly.
Related-Party Exposure (Issuer-Level)
- PAVmed management services, payroll/benefit reimbursements, and IP arrangements (assignment/license) provide ongoing financial linkages to parent; payments under MSA were ~$11.3M (2024) and ~$9.0M (2023), with fee escalations through 2024. Presently paid in cash per PAVmed debt covenants. Not specific to Lapidus.
- No Lapidus-related party transactions are disclosed.
Notes on Policies and Controls
- Insider trading policy: Prohibits short-term trading, derivatives, hedging, and pledging by directors/officers; pre-clearance and blackout windows enforced; 10b5-1 plan guidelines require pre-approval.
- Section 16 compliance: All required insider ownership change reports were timely filed in FY2024.