Michael Gordon
PAVmedAbout Michael Gordon
Michael A. Gordon serves as PAVmed’s General Counsel and Secretary since May 2022; he previously was a partner (2013–2022) and management committee member (2019–2022) at Friedman Kaplan Seiler Adelman & Robbins LLP, and earlier a corporate associate at Cravath Swaine & Moore LLP. He holds a J.D. from Fordham University School of Law (magna cum laude, 2004) and an A.B. in Economics from Dartmouth College (cum laude, 1996) . Company pay-versus-performance disclosures indicate challenging shareholder returns over his tenure, with total shareholder return on a $100 initial investment at $20 (2022), $11 (2023), and $2 (2024), alongside net income/(loss) of $(89,264)k (2022), $(66,270)k (2023), and $31,966k (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Friedman Kaplan Seiler Adelman & Robbins LLP | Partner; Management Committee Member | Partner 2013–2022; Mgmt Committee 2019–2022 | Advised PAVmed and Lucid on M&A, financings, and governance |
| Cravath Swaine & Moore LLP | Corporate Associate | Not disclosed | Foundational training in corporate transactions |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public-company board roles disclosed in proxy |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Total Salary (Company + Lucid) | $700,000 | $700,000 |
| Discretionary Bonus Paid | $0 | $0 |
| All Other Compensation | $10,500 | $10,950 |
| Total Compensation | $710,500 | $1,122,950 |
- Base salaries by entity and target bonus:
- PAVmed employment agreement (Apr 18, 2022): base salary $450,000; target annual bonus 50% of base; auto-renew 1-year terms; no bonus paid for 2023–2024 .
- Lucid employment agreement (Apr 18, 2022; initial term expires May 2, 2025; auto-renew): base salary $250,000; target annual bonus 50% of base; no bonus paid for 2023–2024 .
- Perquisites composition (included in “All Other”): communication allowance $600 (2023, 2024) and 401(k) employer match $9,900 (2023) / $10,350 (2024) .
Performance Compensation
Equity Awards Detail
| Award Type | Company | Grant Date | Shares/Options | Exercise Price | Vesting Schedule | Expiration |
|---|---|---|---|---|---|---|
| Stock Option | PAVmed | Jun 7, 2022 | 26,666 options | $14.55 | Vests quarterly over 3 years; initial 6/30/2022; final 3/31/2025 | Jun 6, 2032 (24,443 exercisable; 2,223 unexercisable at 12/31/2024) |
| Stock Option | Lucid | Jun 7, 2022 | 200,000 options | $1.93 | Vests quarterly over 3 years; initial 6/30/2022; final 3/31/2025 | Jun 6, 2032 (183,333 exercisable; 16,667 unexercisable at 12/31/2024) |
| Restricted Stock (RS) | Lucid | May 7, 2024 | 400,000 shares | — | Time-based vest: 5/20/2026 | — (Unvested MV $327,600 at 12/31/2024) |
| Restricted Stock (RS) | Lucid | Feb 20, 2025 | 300,000 shares | — | Time-based vest: 5/20/2028 | — |
Incentive Metrics and Payout Mechanics
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Performance Bonus (PAVmed) | Discretionary (committee) | 50% of base salary | Not disclosed | $0 paid for 2023–2024 | N/A |
| Annual Performance Bonus (Lucid) | Discretionary (committee) | 50% of base salary | Not disclosed | $0 paid for 2023–2024 | N/A |
| Equity Awards (Options/RS) | 100% time-based | N/A | N/A | N/A | As per schedules above |
- Change-of-control treatment: Stock options granted by PAVmed and Lucid to Mr. Gordon become immediately vested upon termination occurring after or within 60 days prior to a change of control (double-trigger window); broader equity acceleration language applies to certain negotiated/non-negotiated change-of-control transactions across NEOs .
- 280G treatment: Company uses “best-net” approach (full payout or cut-back to avoid excise tax), whichever yields highest after-tax amount (not a tax gross-up) .
Equity Ownership & Alignment
Beneficial Ownership of PAVmed Common Stock
| As-of Date | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Apr 22, 2025 (record date) | 26,666 | * (less than 1%) |
| Oct 23, 2025 | 176,666 | * (less than 1%) |
- Insider trading policy prohibits hedging, derivatives, and pledging of Company securities by directors, executive officers, employees, and designated consultants, and requires pre-clearance and blackout compliance; 10b5-1 plans must be approved by CEO and General Counsel .
Outstanding Equity (12/31/2024 snapshot)
| Category | Company | Exercisable | Unexercisable | Exercise Price | RS Unvested | RS Market Value |
|---|---|---|---|---|---|---|
| Stock Options | PAVmed | 24,443 | 2,223 | $14.55 | — | — |
| Stock Options | Lucid | 183,333 | 16,667 | $1.93 | — | — |
| Restricted Stock | Lucid | — | — | — | 400,000 | $327,600 |
- Ownership guidelines and pledging/hedging exceptions: not disclosed beyond policy prohibition .
Employment Terms
| Topic | PAVmed Agreement | Lucid Agreement |
|---|---|---|
| Agreement Date/Term | Apr 18, 2022; initial 3-year term; auto-renew for 1-year terms unless 60 days’ prior notice | Apr 18, 2022; initial term expires May 2, 2025; auto-renew 1-year terms unless 60 days’ prior notice |
| Base Salary | $450,000 | $250,000 |
| Target Bonus | 50% of base (discretionary) | 50% of base (discretionary) |
| Severance (no cause / good reason) | Base salary through termination + 12 months; pro rata bonus; reimbursements; up to 12 months health; accrued vacation | Base salary through termination + 12 months; pro rata target bonus; reimbursements; up to 12 months health; accrued vacation |
| Death/Disability | Base through termination; pro rata current-year bonus (prior-year earned unpaid bonus for Company); no continued health insurance; reimbursements; accrued vacation | Base through termination; pro rata current-year bonus; earned but unpaid prior-year bonuses; reimbursements; accrued vacation |
| Cause / Voluntary (no good reason) | Base through termination; reimbursements; certain accrued vacation only | Base through termination; reimbursements; certain accrued vacation only |
| Non-Compete | 1 year post-employment (2 years if change of control) with restrictions on competing, hiring, and solicitation | 1 year post-employment (2 years if change of control) with restrictions on competing, hiring, and solicitation |
| Equity Acceleration | Options accelerate if termination occurs after or within 60 days prior to change of control | Options accelerate if termination occurs after or within 60 days prior to change of control |
Investment Implications
- Cash vs equity mix and bonus discipline: Gordon’s 2024 total comp ($1.123M) reflects salary plus equity with zero bonus payment, consistent with stated cash-preservation efforts; bonuses were withheld for 2023–2024, reducing near-term cash outflows while maintaining retention via long-dated equity .
- Vesting and potential selling pressure: PAVmed options fully vested by 3/31/2025, creating ongoing exercise potential; Lucid RSU cliffs on 5/20/2026 (400k) and 5/20/2028 (300k) are meaningful events that could drive liquidity needs or selling behavior in Lucid stock, though PAVmed policy prohibits hedging/pledging and requires pre-clearance .
- Alignment and ownership: Gordon’s PAVmed beneficial ownership rose to 176,666 shares by 10/23/2025 but remains under 1%—alignment exists but is modest in percent terms; policy restrictions (no hedging/pledging) mitigate misalignment risks .
- Change-of-control economics: Options accelerate only with termination around a change-of-control window (double-trigger construct), and any parachute payments follow a best-net approach—limiting extreme shareholder-unfriendly gross-up risk while preserving retention .
- Execution context: Company TSR and net income trends through 2024 highlight a volatile backdrop; Gordon’s legal/M&A background and governance expertise support ongoing restructuring/strategic initiatives, including the 2024 deconsolidation of Lucid to address Nasdaq compliance, framing his role as a stabilizer rather than a direct operating performance driver .