Michael Glennon

About Michael J. Glennon

Michael J. Glennon (age 59) has served on PAVmed’s Board since October 2014 and is currently Vice Chairman and Director (Class C, nominated for re‑election at the 2025 annual meeting) . He holds a B.S. in Business Administration from the University of New Hampshire and has deep operating, commercialization, and device development experience across multiple medical device companies .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Glennon is an independent director under Nasdaq listing standards in 2025 and 2024 .
• Committee assignments (current): Compensation Committee (member) and Nominating & Corporate Governance Committee (member); not on Audit (Audit chaired by Debra J. White) .
• Attendance: All directors attended at least 75% of Board and applicable committee meetings in FY2024; similar disclosure for FY2023 .
• Lead Independent Director: Ronald M. Sparks serves as Lead Independent Director; independent directors meet in regular executive sessions .

Fixed Compensation

Notes:

• PAVmed’s standard director fee grid: Audit Chair $27,500 / Member $17,500; Compensation Chair $18,000 / Member $12,500; Nominating Chair $12,500 / Member $7,500 .
• Glennon’s FY2023 fees were also $70,000 .

Performance Compensation

Policy notes:

• PAVmed annually grants non‑employee directors equity with ≈$150,000 fair value; initial grants ≈$250,000 for new non‑employee directors .
• FY2024 annual grants were RSUs instead of options (lower risk, time‑based vesting); no performance‑metric‑linked equity disclosed for directors .

Other Directorships & Interlocks

Expertise & Qualifications

• Deep commercialization experience in cardiac/vascular devices (Guidant/Maquet; Medtronic) and building device companies (Vortex Medical) .
• Operational and sales leadership in outsourced manufacturing (Accellent) .
• Board qualification: independent; brings device development/manufacturing, marketing/sales expertise and industry relationships .

Equity Ownership

Hedging/pledging:

• Company insider trading policy prohibits hedging and pledging of company securities by directors; Rule 10b5‑1 plan adoption tightly controlled .

Governance Assessment

• Independence and committee composition: Glennon’s independence, and service on Compensation and Nominating committees, supports board oversight breadth. Not serving on the Audit Committee reduces direct involvement in financial/reporting oversight but aligns with specialization .
• Attendance/engagement: Meets attendance thresholds; independent directors hold executive sessions led by Lead Independent Director (Sparks) — positive signal for board effectiveness .
• Compensation/ownership alignment: Cash fees consistent with committee memberships; meaningful unvested RSUs and a long‑dated option stack align incentives with long‑term value creation. No performance metrics tied to director equity disclosed; awards are time‑based .
• Potential conflicts and mitigations: Corporate opportunity conflicts from Cruzar Medsystems addressed via written agreements requiring Glennon (and CEO) to present suitable opportunities to PAVmed first while serving as officers, and PHG/PMI structures reduce conflict obligations — mitigations partially address risk; monitoring adherence is prudent .
• Red flags:
  • Related‑party/corporate opportunity exposure via Cruzar Medsystems requires ongoing oversight to ensure priority is honored; disclosure acknowledges possible prioritization depending on line of business .
  • Capital structure stress signals (company‑level reverse split proposal and significant convertibles/preferred dilution capacity) heighten governance scrutiny generally, though not specific to Glennon; board oversight of equity plan capacity and dilution is critical .

Overall, Glennon brings substantial device operating expertise and industry network value. His equity holdings and RSU schedule provide alignment, with independence and committee roles supporting governance. Conflict mitigations are disclosed; investors should monitor adherence to corporate opportunity commitments and compensation committee practices amid capital structure changes .