Lishan Aklog
PAVmedAbout Lishan Aklog
Chairman and CEO of PAVmed Inc. since inception; MD by training with prior distinguished academic cardiac surgery career at Harvard/Brigham and Women’s, Mount Sinai, and St. Joseph’s Phoenix; Harvard A.B. in Physics, Harvard M.D. cum laude with molecular genetics dissertation . Age 59 (as of the 2025 proxy), and CEO/Chair since inception; employment agreement at PAVmed effective Nov 1, 2014 (auto-renewing), and separate CEO agreement at Lucid Diagnostics (PAVmed’s former subsidiary) dated Jan 17, 2022 . The proxy does not disclose TSR/revenue/EBITDA performance linkages (no metric weightings disclosed for bonuses); 2023–2024 cash bonuses were not paid as part of cash-preservation efforts despite target opportunities, emphasizing equity-heavy, time-based incentives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PAVmed Inc. | Chairman & CEO | Since inception | Co-founded and leads medical device platform; extensive patent portfolio and industry relationships . |
| Lucid Diagnostics (subsidiary; later deconsolidated) | Executive Chairman (pre-IPO); Chairman & CEO (post-IPO) | Since inception; CEO from IPO | Led commercialization and financing for esophageal precancer diagnostics; multiple RSU grants with CoC protections . |
| Veris Health (majority-owned sub) | Executive Chairman | Since inception May 2021 | Oversees implantable physiologic monitor initiative; linked to 2025 financing actions . |
| Vortex Medical (PHG portfolio) | Chairman & CTO | 2008–2012 | AngioVac system patents; company sold to AngioDynamics (ANGO) in 2012 . |
| St. Joseph’s Hospital & Medical Center (Phoenix) | Chief of Cardiovascular Surgery; Chair, Cardiovascular Center | 2006–2012 | Led clinical programs; technology innovation . |
| Mount Sinai Medical Center (NY) | Assoc. Chief Cardiac Surgery; Director, Minimally Invasive Cardiac Surgery | Prior to 2012 | Advanced minimally invasive cardiac surgery programs . |
| Harvard/Brigham & Women’s | Assistant Professor; Director, Cardiac Surgery Research Lab | 1999–2002 | Medtronic Fellow; research leadership . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AdvaMed (industry association) | Director | Since Feb 2021 | Industry advocacy and policy influence in medtech . |
| Contrafect (CFRX) | Director; Audit Committee | Jun 2020–Dec 2023 | Biotech oversight; audit committee experience . |
| Viveon Health Acquisition (VHAQ) | Director; Audit Chair | Sep 2020–Apr 2021 | SPAC governance, audit leadership . |
| Pavilion Holdings Group / Pavilion Medical Innovations | Co‑founding Partner | Since 2007/2009 | Medtech incubation/holding; source of patents/IP . |
| Human Rights Watch (NY Exec Committee) | Member (past) | Until Mar 2025 | Non-profit governance . |
| Boston ECG Project Charitable Foundation | Chairman | Ongoing | Health-focused philanthropy . |
Fixed Compensation
| Component | 2024 | 2023 | Notes |
|---|---|---|---|
| PAVmed Base Salary | $613,000 | $613,000 | Per employment agreement; auto-renews annually unless notice . |
| Lucid Base Salary | $300,000 | $300,000 | Separate CEO agreement (initial term to Mar 15, 2025; auto-renew) . |
| Total Salary (reported) | $913,000 | $913,000 | Consolidated in SCT (PAVmed proxy) . |
| Target Annual Bonus (PAVmed) | 100% of base | 100% of base | Discretionary, based on individual/company performance . |
| Target Annual Bonus (Lucid) | 100% of base | 100% of base | Determined by Lucid board/committee . |
| Actual Cash Bonus Paid | $0 | $0 | No discretionary bonuses in 2023–2024 to preserve cash . |
| Perquisites | $40,200 total: $25,200 transport; $14,400 club; $600 communication | $40,200 total: same categories | Plus standard 401(k) match program available to employees . |
Performance Compensation
| Equity Type | Grant Date | Shares/Options | Strike | Vesting | Status/Value |
|---|---|---|---|---|---|
| PAVmed RSU | May 1, 2020 | 16,666 | — | Cliff vests May 20, 2026 | Unvested as of 12/31/24; part of 26,666 unvested PAVmed shares valued $16,746 . |
| PAVmed RSU | Apr 1, 2021 | 10,000 | — | Cliff vests May 20, 2026 | Included in above unvested tally . |
| PAVmed Option | Feb 18, 2022 | 13,333 | $23.85 | Ratable quarterly; final vest Dec 31, 2024 | Listed among outstanding options (exercisable) . |
| Lucid RSU | Mar 15, 2021 | 564,400 | — | Cliff vests May 20, 2025 | Included in 1,024,400 unvested Lucid shares valued $838,983 as of 12/31/24 . |
| Lucid RSU | Jan 7, 2022 | 60,000 | — | Cliff vests May 20, 2026 | Included in unvested tally . |
| Lucid Option | Feb 18, 2022 | 75,000 | $3.95 | Ratable quarterly; final vest Dec 31, 2024 | 75,000 options shown exercisable as of 12/31/24 . |
| Lucid RSU | May 7, 2024 | 400,000 | — | Cliff vests May 20, 2026 | Included in unvested tally . |
| Lucid RSU | Feb 20, 2025 | 300,000 | — | Cliff vests May 20, 2028 | Post-12/31/24 grant; forward vesting . |
Notes:
- No explicit annual bonus performance metrics or weightings are disclosed; awards are discretionary. Pay-versus-performance tables and metric frameworks are not presented in the proxy excerpts; therefore, metric-level target/actual/payout data are not disclosed .
- PAVmed award acceleration generally tied to qualifying termination in connection with change of control (termination “after or within 60 days prior to a change of control”); Lucid RSUs accelerate on change of control or qualifying termination per Lucid plan .
Equity Ownership & Alignment
| Item (as of Oct 23, 2025, unless noted) | Amount | Detail |
|---|---|---|
| Total beneficial ownership (PAVmed) | 572,083 shares; 2.0% of outstanding | Includes direct/indirect holdings, RSUs, and options as below . |
| Indirect via Pavilion Venture Partners LLC (PVP) | 297,105 | Aklog is member/sole manager; disclaims beneficial ownership beyond pecuniary interest . |
| Indirect via HCFP/AG LLC | 1,333 | Co‑manager; disclaims beneficial ownership beyond pecuniary interest . |
| Direct/Family | 78,724 | Held by Dr. Aklog and his children . |
| Restricted stock (PAVmed) | 150,000 | Award vests May 20, 2028 . |
| Options exercisable/vesting w/in 60 days (PAVmed) | 44,921 | Legacy option grants . |
| Unvested PAVmed equity at 12/31/24 | 26,666 shares ($16,746 mkt value) | From Outstanding Equity Awards table . |
| Lucid unvested equity at 12/31/24 | 1,024,400 shares ($838,983 mkt value) | Separate plan and issuer (Lucid) . |
| Hedging/Pledging policy | Prohibited for directors/officers | Company policy forbids hedging and pledging . |
| Ownership guidelines | None for NEOs (no formal ownership policy) | “No formal policy” on equity ownership guidelines for NEOs . |
Potential selling pressure windows:
- PAVmed RSUs: large cliffs on May 20, 2026 and May 20, 2028 . Lucid RSUs: May 20, 2025; May 20, 2026; May 20, 2028 . Company policy requires trading windows/approvals and prohibits hedging/pledging; any sales typically follow open window and plan rules .
Employment Terms
| Topic | PAVmed CEO Agreement | Lucid CEO Agreement |
|---|---|---|
| Effective date; term | Nov 1, 2014; auto-renews annually unless 60-day notice | Jan 17, 2022; initial term to Mar 15, 2025; then auto-renews unless 60-day notice |
| Base salary | $613,000 | $300,000 |
| Target bonus | 100% of base; discretionary | 100% of base; determined by Lucid board/committee |
| Severance (no CoC) | 12 months base; pro‑rata bonus; up to 12 months health; accrued vacation | 12 months base; pro‑rata current-year target bonus; up to 12 months health; accrued amounts |
| Severance (CoC) | 24 months base if terminated within 60 days following CoC; equity accelerates upon qualifying termination after/within 60 days prior to CoC | 24 months base if terminated within 60 days following CoC; RSUs accelerate on CoC or qualifying termination (per plan) |
| Non‑compete | 1 year post‑employment (2 years if CoC); exceptions if terminated without cause or resigns for good reason | 1 year post‑employment (2 years if CoC); similar exceptions |
| Clawback | Not disclosed in proxy excerpts | Not disclosed in proxy excerpts |
Board Governance
- Board roles: Combined Chairman and CEO (Aklog). Lead Independent Director: Ronald M. Sparks. Independent directors meet in executive session regularly; committees composed entirely of independent directors .
- Committee memberships: CEO (Aklog) is not on audit/compensation/nominating committees; Audit: White (Chair), Baxter, Sparks; Compensation: Sparks, Glennon, White; Nominating & Corporate Governance: Baxter, Glennon, Sparks .
- Independence: Independent majority of board; Aklog not independent by virtue of CEO role .
- Attendance: All directors attended ≥75% of board/committee meetings in FY2024 .
Director Compensation (context; employee directors)
- Employee directors (including Aklog) receive no additional pay for board service .
- Non-employee directors: $50,000 annual retainer; committee fees (Audit Chair $27,500/Member $17,500; Comp Chair $18,000/Member $12,500; Nominating Chair $12,500/Member $7,500); annual equity grants (recently in RSUs) around $150,000 FMV .
Compensation Summary (Named Executive Officer)
| Year | Salary | Stock Awards | Options | Bonus | All Other Compensation | Total |
|---|---|---|---|---|---|---|
| 2024 | $913,000 | $412,000 | — | — | $40,200 | $1,365,200 |
| 2023 | $913,000 | — | — | — | $40,200 | $953,200 |
Perquisites detail: $25,200 transportation, $14,400 club membership, $600 communications in 2024 and 2023 .
Related Party / Conflicts
- Affiliations: Pavilion Holdings Group (PHG) and Pavilion Medical Innovations (PMI); agreements to present certain opportunities to PAVmed; Lucid corporate opportunity waivers delineate “Lucid Business” to manage conflicts between PAVmed and Lucid .
- Outside directorships for other executives disclosed; board independence majority maintained; related-party transactions reviewed by Audit Committee .
Risk Indicators & Red Flags
- Hedging and pledging of company stock prohibited for directors/officers (reduces misalignment risk) .
- Plan prohibits option repricing without shareholder approval (reduces shareholder-unfriendly repricing risk) .
- Combined CEO/Chairman role mitigated by Lead Independent Director and independent committees (governance structure noted) .
- Cash preservation eliminated bonuses in 2023–2024; indicates liquidity constraints; reliance on equity-based compensation persists .
Compensation Structure Analysis
- Mix shift: Significant equity awards via RSUs at both PAVmed and Lucid; 2024 shows $412,000 in stock awards and no cash bonus for Aklog, emphasizing at-risk equity vs cash pay .
- Metric transparency: No disclosed annual performance metric weightings/targets; discretionary bonus framework can reduce pay-for-performance clarity .
- Vesting: Predominantly time-based cliffs (e.g., PAVmed 2026; Lucid 2025/2026/2028), which may reduce direct linkage to near-term operating KPIs; however, market performance can indirectly influence realized value .
- Change-of-control: PAVmed awards generally accelerate upon qualifying termination in proximity to CoC (effective double-trigger with look-back), while Lucid RSUs include single-trigger on CoC; severance multiples at 2x base post-CoC could be viewed as protective but not excessive by small-cap standards .
Employment & Tenure
| Item | Detail |
|---|---|
| PAVmed start date | Employment agreement effective Nov 1, 2014; CEO since inception . |
| Role duration | Chairman & CEO since inception (company prior to 2016 IPO); ongoing . |
| Auto-renewal | Annual renewal unless notice (PAVmed); similar auto-renew at Lucid . |
| Non-compete/solicit | 1 year (2 years if CoC) with specified exceptions . |
Investment Implications
- Alignment: Aklog’s meaningful ownership (2.0%) plus indirect stakes and large unvested Lucid/PAVmed RSUs tie upside to equity value; prohibition on hedging/pledging supports alignment . However, time-based vesting (vs performance-based) and absence of disclosed metric weightings reduce near-term pay-performance precision .
- Liquidity/overhang signals: Upcoming RSU cliffs (Lucid: May 2025/2026/2028; PAVmed: May 2026/2028) could create episodic selling pressure if personal liquidity needed or tax withholdings occur; monitor 10b5‑1 plans and window timings around those dates .
- Retention vs entrenchment: Severance terms (12 months; 24 months upon CoC) and equity acceleration around CoC provide retention through transaction scenarios; Lucid’s single-trigger RSU acceleration is more shareholder-sensitive; PAVmed uses a de facto double-trigger with 60‑day lookback .
- Governance: Combined CEO/Chair structure balanced by a Lead Independent Director and fully independent key committees, but dual role still poses independence optics risk; Say-on-Pay outcomes not disclosed here—monitor 2025 vote results for investor sentiment .
- Cash preservation posture: Zero bonuses in 2023–2024 reflect constrained liquidity and prioritization of runway; equity-heavy comp concentrates incentives on share price recovery and financing milestones (e.g., Veris-related capital actions outlined in 2025 proxy) .