Dennis McGrath
PAVmedAbout Dennis McGrath
Dennis M. McGrath is President (since March 2019) and Chief Financial Officer (since March 2017) of PAVmed; he is also CFO of subsidiary Lucid Diagnostics and a director of majority-owned Veris Health since May 2021. He is 68, a CPA since 1981, and holds a B.S., maxima cum laude, in accounting from LaSalle University . Company pay-versus-performance disclosures show severe TSR deterioration (value of a $100 investment fell from $20 in 2022 to $2 in 2024) alongside a swing to positive net income of $31,966k in 2024 after large losses in prior years . As of October 23, 2025 he beneficially owned 240,507 PAVmed shares, less than 1% of shares outstanding (28,085,405) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PhotoMedex, Inc. (Nasdaq: PHMD) | Director, President & CFO | 2011–2017 | Led turnaround; executed public company M&A including SLTI, PRCY, LCAV, THNK |
| PhotoMedex, Inc. | CEO & Director | 2009–2011 | Led reverse merger with Radiancy; strategic restructuring |
| PhotoMedex, Inc. | VP Finance & CFO | 2000–2009 | Built finance function; executed acquisitions and integrations |
| AnswerThink Consulting Group (now The Hackett Group, Nasdaq: HCKT) | COO, Internet Practice | 1999–2000 | Ran largest division; concurrently acting CFO of Think New Ideas during merger |
| TriSpan, Inc. | CFO, EVP & Director | 1996–1999 | Drove growth to acquisition by AnswerThink |
| Arthur Andersen & Co. | Audit staff → CPA | Began career; CPA in 1981 | Foundation in accounting; CPA credential |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DarioHealth Corp. (Nasdaq: DRIO) | Director; Audit & Compensation Committee Chair | Current | Governance leadership at medtech peer |
| BioVector, Inc. | Director | Current | Industry oversight |
| Citius Oncology, Inc. (Nasdaq: CTOR) | Director | Current | Governance in oncology devices |
| Citius Pharmaceuticals, Inc. (Nasdaq: CTXR) | Director | Current | Biopharma governance and strategy |
| Cagent Vascular, Inc. | Founding Director | 2014–2024 | Early-stage medtech formation and growth |
| Embrella Cardiovascular, Inc. | Director | 2007–2009 | Guided exit to Edwards Lifesciences (NYSE: EW) |
| Manor College | Board of Trustees; Chairman | Chair 2018–2024; Trustee current | Institutional leadership |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 653,625 | 70% | 0 (cash preservation) | 9,750 | 1,233,075 |
| 2023 | 663,000 | 70% | 0 (cash preservation) | 10,500 | 673,500 |
| 2024 | 663,000 | 70% | 0 (cash preservation) | 10,950 | 1,085,950 |
Notes:
- All other compensation includes $600 communication allowance and employer 401(k) match (e.g., $10,350 in 2024; $9,900 in 2023) .
Performance Compensation
PAVmed Equity Awards (RS/RSUs)
| Grant Date | Shares | Type | Vesting | Change-of-Control / Termination Acceleration |
|---|---|---|---|---|
| Mar 15, 2019 | 33,333 | Restricted Stock | 1/3 on Mar 15, 2020; remainder on Mar 15, 2022 | RS becomes immediately vested upon termination for “good reason” or after/within 60 days prior to a change of control |
| May 1, 2020 | 16,666 | Restricted Stock | Vests on May 20, 2026 | Same as above |
| Apr 1, 2021 | 10,000 | Restricted Stock | Vests on May 20, 2026 | Same as above |
| May 20, 2028 award | 150,000 | Restricted Stock | Vests on May 20, 2028 | Same as above |
PAVmed Stock Options
| Grant Date | Shares | Strike ($) | Vesting | Expiration | Status (12/31/24) |
|---|---|---|---|---|---|
| Mar 20, 2017 | 16,666 | 89.25 | Ratable quarterly; fully vested by Mar 31, 2020 | Mar 19, 2027 | Exercisable |
| Feb 14, 2018 | 13,007 | 30.15 | Ratable quarterly; fully vested by Dec 31, 2020 | Feb 13, 2028 | Exercisable |
| Feb 17, 2032 vintage | 10,000 | 23.85 | As granted; see plan | Feb 17, 2032 | Exercisable |
Also disclosed: a Feb 18, 2022 option grant for 10,000 shares at $1.59 with ratable vesting through Dec 31, 2024 .
Lucid Diagnostics Equity (Subsidiary)
| Grant Date | Shares | Type | Vesting | Notes |
|---|---|---|---|---|
| Mar 15, 2021 | 564,400 | Restricted Stock | Vests May 20, 2026 | Unvested balance shown as 1,024,400 total RS for Lucid across execs at 12/31/24; McGrath’s RS included therein |
| Jan 7, 2022 | 60,000 | Restricted Stock | Vests May 20, 2026 | |
| Feb 18, 2022 | 50,000 | Stock Option | Ratable quarterly; fully vested by Dec 31, 2024 | Strike $3.95; Exp. Feb 17, 2032; Exercisable |
| May 7, 2024 | 400,000 | Restricted Stock | Vests May 20, 2026 | |
| Feb 20, 2025 | 300,000 | Restricted Stock | Vests May 20, 2028 |
Acceleration: Unvested Lucid RS becomes immediately vested upon termination for “good reason,” termination without “cause,” or change of control; Lucid options vest upon termination after/within 60 days prior to a change of control .
Equity Ownership & Alignment
| As-of Date | Beneficial Ownership (Shares) | Percent of Class |
|---|---|---|
| Oct 23, 2025 | 240,507 | <1% (“*”) |
| Apr 22, 2024 | 88,806 | <1% (“*”) |
Details:
- 2025 components: 50,834 common; 150,000 RS (vest 5/20/2028); 39,673 options vested/vesting within 60 days . Shares outstanding: 28,085,405 on 10/23/2025 .
- 2024 table calculated on 9,431,721 shares issued (inclusive of unvested RS) .
Alignment policies:
- No formal executive stock ownership guidelines (the company “does not have… any formal equity ownership guidelines”) .
- Hedging and pledging prohibited for directors and officers under insider trading policy; 10b5-1 plans require CEO/GC approval and can only be adopted in open windows .
Employment Terms
| Item | Provision |
|---|---|
| Positions & Tenure | CFO since March 2017; President since March 2019 |
| Agreement Term | Initial two-year agreement (3/20/2017); amended 3/15/2019 extending through 3/15/2022; auto-renews for successive one-year terms unless 60-day advance non-renewal notice |
| Base Salary & Bonus | Base: $663,000 (2023–2024); discretionary annual bonus targeted at 70% of base salary; no cash bonuses paid in 2024 or 2023 as part of cash preservation |
| Non-Compete | 1 year (2 years if change of control); restrictions on competing employment/consultation, recruiting, and customer solicitation; clause (i) non-compete not applicable if terminated without “cause” or resigns for “good reason”; may serve on other boards if duties at Company not impaired |
| Severance | If terminated without “cause” or for “good reason”: base salary through termination plus 12 months (24 months if within 60 days following change of control), pro rata annual bonus, valid expenses, health insurance up to 12 months, accrued vacation; lesser amounts if terminated for cause or without good reason; death/disability terms as specified |
| Equity Acceleration (PAVmed) | RS becomes immediately vested upon termination for “good reason” or after/within 60 days prior to change of control; options become immediately vested if termination occurs after/within 60 days prior to change of control |
| 280G Treatment | “Best net” approach: full payments or cut-back to avoid 280G/4999, whichever yields highest after-tax amount |
| Perquisites | Communication allowance ($600 annually) and employer 401(k) match (e.g., $10,350 in 2024; $9,900 in 2023) |
Performance & Track Record
| Year | TSR Value of $100 Investment | Net Income/(Loss) ($000s) |
|---|---|---|
| 2022 | $20 | (89,264) |
| 2023 | $11 | (66,270) |
| 2024 | $2 | 31,966 |
Achievements and recognition:
- P.A.C.T. finalist (2011 Investment Deal of the Year); SmartCEO Magazine 2012 CEO of the Year (Turnaround Company); Ernst & Young 2013 Entrepreneur of the Year finalist .
- Extensive M&A execution across multiple public companies (SLTI, PRCY, LCAV, THNK) .
Performance Compensation – Detailed Payout Mechanics
| Metric | Weighting | Target | Actual | Payout | Vesting Mechanics |
|---|---|---|---|---|---|
| Annual Cash Bonus (PAVmed) | Discretionary (Comp Committee) | 70% of base salary | 0 (2022–2024) | 0 | N/A |
| Equity (RS/Options) | N/A | Time-based vesting | N/A | N/A | RS vest on fixed dates; options vested ratably; acceleration upon change-of-control/qualifying termination |
No explicit formulaic operating metrics (e.g., revenue, EBITDA, TSR hurdles) were disclosed for annual incentives; bonuses have been discretionary with target percentages but not paid in recent years .
Vesting Schedules and Potential Selling Pressure
- 2026 concentration: PAVmed RS 26,666 (aggregate from 2020 and 2021 grants) vest on May 20, 2026; Lucid RS 564,400 + 60,000 + 400,000 vest on May 20, 2026 .
- 2028 concentration: PAVmed RS 150,000 vests May 20, 2028; Lucid RS 300,000 vests May 20, 2028 .
- Options are already exercisable as of 12/31/24 (PAVmed: 16,666 @ $89.25 exp 2027; 13,007 @ $30.15 exp 2028; 10,000 @ $23.85 exp 2032; Lucid: 50,000 @ $3.95 exp 2032) .
- Hedging and pledging are prohibited, which mitigates leverage-related selling risk; however, absence of ownership guidelines may dilute alignment incentives around post-vesting holding .
Investment Implications
- Pay-for-performance alignment: Cash compensation has been stable and largely fixed; no bonuses paid in 2022–2024 despite negative TSR, indicating cash preservation rather than performance-tied payouts; equity is predominantly time-based without disclosed operating metric hurdles, which weakens direct performance linkage .
- Retention and change-of-control economics: 1x salary severance (2x if within 60 days post-CoC) plus RS/option acceleration creates meaningful change-of-control incentives that could influence transaction posture; 280G “best net” provision reduces tax friction on exits .
- Upcoming vest cliffs: Large RS tranches vest in 2026 and 2028 across PAVmed and Lucid, potentially elevating selling pressure around those dates absent post-vesting holding requirements; monitor Rule 10b5-1 adoptions and Form 4 activity near those events .
- Ownership alignment: Beneficial ownership is <1% and the company lacks executive stock ownership guidelines; while pledging/hedging bans are positive, low mandated holding may present alignment risk amid poor TSR trends .
- Execution track record: McGrath’s deep M&A and turnaround experience is a positive, but recent company TSR deterioration underscores heightened execution risk; the 2024 net income improvement provides some offset and should be tracked for durability .