David Lehman
About David Lehman
David Lehman, age 64, serves as General Counsel of Pulmonx (since October 2020) following senior legal roles at Intersect ENT and Thoratec; he holds a B.A. from UC San Diego and a J.D. from Cornell Law School . Company pay-versus-performance disclosures show cumulative TSR translating a hypothetical $100 investment to $12.21 (2022), $18.47 (2023), and $9.84 (2024), alongside net losses of $(58.92)M (2022), $(60.84)M (2023), and $(56.39)M (2024) . His 2025 base salary was most recently set to $472,400, with a target bonus opportunity of 45% of base salary, under an offer letter originally entered in September 2020 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Intersect ENT, Inc. | EVP, General Counsel, Chief Compliance Officer & Corporate Secretary | Nov 2019–Oct 2020 | Led legal, compliance, and corporate governance during growth phase in ENT-focused medtech . |
| Intersect ENT, Inc. | General Counsel & Secretary | Feb 2016–Nov 2019 | Oversaw legal and SEC matters through commercial scaling . |
| Thoratec Corporation | SVP, General Counsel & Secretary | May 2003–Oct 2015 | Managed legal and corporate affairs at cardiology device leader . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No external board roles disclosed for Lehman . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 443,000 | 458,600 |
| Target Bonus (% of Salary) | 45% | 45% |
| Actual Bonus Paid ($) | 207,723 | 169,430 |
| All Other Compensation ($) | 666 | 696 |
| 2025 Base Salary (effective Jan) | — | 472,400 |
Notes:
- Target bonus levels for NEOs: CEO 75%, CFO 50%, General Counsel 45% .
- 2024 bonus paid in March 2025 .
Performance Compensation
Annual bonus design and 2024 outcomes:
| Component | Weighting | Target Definition | Actual 2024 Outcome | Payout Mechanics | 2024 Payout Factor |
|---|---|---|---|---|---|
| Revenue | 65% | Corporate revenue objective set at start of year | Achieved above threshold, below target | 0–200% cap on overachievement | Contributed below target |
| Adjusted EBITDA | 10% | Corporate Adjusted EBITDA objective | Overachieved | 0–150% cap on overachievement | Positive contribution |
| Strategic objectives (commercial, clinical, platform) | 25% | Milestones for market expansion, leadership, service, StratX, clinical/regulatory progress | Mostly achieved at target | 0–150% cap | At target |
| Total Bonus Achievement | — | — | — | Calculated strictly per plan (no discretionary changes) | 82% of target for 2024 |
Lehman’s 2024 bonus of $169,430 aligns with the Company’s 82% achievement against his 45% target bonus structure .
Equity Ownership & Alignment
Beneficial ownership and alignment policies:
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 328,063 shares; <1% of outstanding . |
| Breakdown | 55,671 shares held; 263,056 shares via immediately exercisable options; 9,336 options scheduled to vest within 60 days of 3/15/2025 . |
| Stock Ownership Guidelines | Execs must hold Qualifying Company Stock ≥1x base salary; CEO 3x; five-year compliance window . |
| Hedging/Pledging | Insider Trading Policy prohibits hedging, short selling, and pledging; ban on margin transactions and derivative trading in company stock . |
| Clawback | Dodd-Frank–compliant incentive compensation recoupment policy implemented; SOX 304 compliance noted . |
Outstanding grants and vesting schedules (Lehman):
- 2024 grants: 69,100 RSUs vest in equal quarterly installments over four years starting Mar 1, 2024; 34,500 options vest in equal monthly installments over four years starting Mar 1, 2024 .
- Prior grants vest monthly (options) and quarterly (RSUs) over four-year schedules; as of 12/31/2024, notable unvested RSUs and their market values at $6.79 were 2,200 ($14,938), 9,688 ($65,782), 66,544 ($451,834), and 56,144 ($381,218) .
Option inventory (illustrative line items as of 12/31/2024):
| Grant Date | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiry |
|---|---|---|---|---|
| 9/30/2020 | 125,000 | — | 19.00 | 9/29/2030 |
| 6/1/2021 | 34,912 | 4,988 | 43.40 | 5/31/2031 |
| 3/1/2022 | 47,231 | 21,469 | 26.56 | 2/29/2032 |
| 3/1/2023 | 35,437 | 45,563 | 11.48 | 2/28/2033 |
| 3/1/2024 | 6,468 | 28,032 | 9.30 | 2/28/2034 |
Employment Terms
| Term | Provision |
|---|---|
| Employment Start | General Counsel since October 2020 . |
| Current Base Salary | $472,400 effective January 2025 . |
| Target Bonus | 45% of base salary; corporate-goal driven . |
| Severance (Non–Change in Control) | 9 months base salary + COBRA reimbursement (other execs) . |
| Severance (Change in Control, double trigger) | 12 months base salary + target annual bonus + COBRA reimbursement + 100% acceleration of unvested time-based equity awards (other execs) . |
| Stock Ownership Policy | 1x base salary requirement; 5-year compliance window . |
| Insider Trading Policy | Prohibits hedging, short selling, pledging, margin; derivative trading barred . |
| Bonus Governance | Compensation Committee authorized; independent consultant; plan calculated strictly per pre-set mechanics (no discretion applied in 2024) . |
| Say-on-Pay Context | 2024 say-on-pay passed at ~53% and spurred 2025 introduction of PSUs for executives (25% PSUs; CEO mix includes options) . |
Investment Implications
- Pay-for-performance alignment: Lehman’s bonus is tied 75% to financial metrics (Revenue 65%, Adjusted EBITDA 10%) and 25% to strategic goals; 2024 payout at 82% of target reflects below-target revenue but EBITDA overachievement, signaling disciplined application of plan mechanics without discretionary adjustments .
- Retention and turnover risk: Severance provides 9 months base salary and COBRA (non-CIC), with robust double-trigger CIC protection including full time-based equity acceleration; structure is competitive and mitigates near-term retention risk for legal leadership .
- Insider selling pressure: Lehman’s RSUs vest quarterly and options vest monthly over multi-year schedules, creating regular potential liquidity events; company policy prohibits hedging/pledging, which supports alignment, but recurring vesting may introduce periodic supply overhangs typical of time-based awards .
- Ownership alignment: Beneficial ownership includes significant immediately exercisable options and unvested RSUs; executive ownership guidelines (≥1x salary) further reinforce alignment, though individual compliance status is not disclosed .
- Governance signals: Modest say-on-pay support (~53%) and addition of PSUs in 2025 to the executive program indicate responsiveness to shareholder feedback and a shift toward more performance-vesting equity, which investors typically welcome for stronger long-term alignment .
All figures and terms cited from Pulmonx’s 2025 DEF 14A and 8-K filings as referenced above.