Ronald Sparks - Lead Independent Director | PAVmed (PAVM) Executive Profile & Compensation

About Ronald M. Sparks

Ronald M. Sparks, age 70, has served as an independent director of PAVmed since January 2015 and is the Board’s Lead Independent Director. He brings over four decades of medical device leadership including CEO roles at Accellent and Navilyst Medical (sold for $372M), and investment/operating experience at Avista Capital Partners; he holds a B.S. in Finance & Accounting (University of Massachusetts) and completed INSEAD’s Advanced Management Program. He is also a director of Lucid Diagnostics, PAVmed’s subsidiary, since October 2021 .

Past Roles

Organization	Role	Tenure	Committees/Impact
Avista Capital Partners	Healthcare Industry Executive	2007–Oct 2013	Advised healthcare deals; formed Navilyst Medical
Navilyst Medical Inc.	Chairman & CEO	2008–May 2012	Led sale to AngioDynamics for $372M
Accellent	President, CEO & Director	2003–2007	Recognized as Credit Suisse/DLJ Merchant Bank 2005 CEO of The Year
Smith & Nephew	Group Executive Committee member; President (Endoscopy), President (Wound Management), VP Finance	1986–2003	Launched >50 products across multiple specialties
Richards Medical; Dyonics; Union Carbide Imaging	Finance roles	Early career	Industry/financial grounding

External Roles

Organization	Role	Tenure	Notes
Lucid Diagnostics (subsidiary)	Director	Oct 2021–Present	Shared directorship with PAVmed; see conflicts framework
American Sports Medicine Institute	Fellow	N/A	Professional recognition
AANA Education Foundation	Trustee	N/A	Governance role in medical education
ISAKOS	Honorary Lifetime Member	N/A	Industry recognition

Board Governance

Lead Independent Director; independent under Nasdaq standards; independent directors meet regularly in executive session .
Committee memberships and roles:
- Audit Committee member; qualified “audit committee financial expert” (Chair: Debra J. White) .
- Compensation Committee member; active in CEO/executive pay decisions and equity plan administration .
- Nominating & Corporate Governance Committee member; involved in director selection and board evaluations .
Attendance: All directors attended ≥75% of aggregate Board/committee meetings in 2022, 2023, and 2024. Board met 6x (2022), 8x (2023), and 10x (2024); acted by consent 7x, 3x, and 8x respectively .

Committee	2023	2024	2025	Chair (2024–2025)
Audit	Member; Financial Expert	Member; Financial Expert	Member; Financial Expert	Debra J. White
Compensation	Member	Member	Member	Not disclosed
Nominating & Corporate Governance	Member	Not disclosed	Member	Not disclosed

Fixed Compensation

Standard director cash retainer: $50,000; committee fees per year: Audit ($27,500 chair; $17,500 member), Compensation ($18,000 chair; $12,500 member), Nominating & Corporate Governance ($12,500 chair; $7,500 member) .
Actual fees earned by Sparks:

Year	Fees Earned ($)	Source
2022	88,625
2023	93,000
2024	93,000

Performance Compensation

Annual equity for non-employee directors targeted at ~$150,000 grant-date fair value; 2024 annual awards delivered as restricted stock instead of options .
Sparks’ equity awards and outstanding holdings (as of year-end reporting):

Grant/Status	Shares/Options	Strike	Expiration	Vesting
Option (IPO grant, 2016)	6,503	$75.00	Apr 27, 2026	3/36 on Jul 28, 2016; 1/36 monthly to Apr 28, 2019
Option (Feb 14, 2018)	6,666	$30.15	Feb 13, 2028	Quarterly from Mar 31, 2018 to Dec 31, 2020
Option (Mar 7, 2019)	13,333	$15.00	Mar 6, 2029	Quarterly from Mar 31, 2019 to Dec 31, 2021
Option (May 1, 2020)	6,666	$32.85	Apr 30, 2030	Quarterly from Jun 30, 2020 to Mar 31, 2023
Option (Apr 1, 2021)	3,333	$66.60	Mar 31, 2031	Quarterly from Jun 30, 2021 to Mar 31, 2024
Option (Feb 18, 2022)	5,333	$23.85	Feb 17, 2032	Quarterly from Mar 31, 2022 to Dec 31, 2024
Option (Feb 18, 2023)	30,000 (20,000 ex.; 10,000 unex.)	$7.23	Feb 18, 2033	1/3 on Dec 31, 2023; quarterly to Dec 31, 2025
Restricted Stock (Feb 22, 2024)	65,000	—	—	Cliff vest Nov 30, 2026
Restricted Stock (May 20, 2028 award setup)	150,000	—	—	Cliff vest May 20, 2028 (company-wide 2014 Plan award structure noted)

Director equity compensation totals:

Year	Equity/Option Award ($)	Total Comp ($)
2022	93,600	182,225
2023	158,895	251,895
2024	120,250	213,250

Observations: Equity shifted from options to RSAs in 2024; year-over-year equity values decreased from 2023 to 2024 while cash fees remained stable .

Other Directorships & Interlocks

Company	Role	Overlap/Interlock	Notes
Lucid Diagnostics	Director	Subsidiary of PAVmed	Shared board roles among PAVmed directors/officers; Lucid charter and company policies delineate corporate opportunity handling to manage conflicts .

Expertise & Qualifications

Extensive device leadership; launched >50 products; executed and integrated 14 acquisitions; relationships across medical community and private equity/banking .
Financial acumen recognized via “audit committee financial expert” designation; capable oversight of reporting, controls, and related-party review .
Education: B.S. Finance & Accounting (UMass); INSEAD Advanced Management Program .

Equity Ownership

Beneficial ownership over time:

As-Of Date	Shares Beneficially Owned	Percent of Class
Apr 25, 2023	564,222	* (<1%)
Apr 22, 2024	118,000	1.2%
Nov 25, 2024	126,834	1.1%
Apr 22, 2025	129,334	* (<1%)
Oct 23, 2025	284,334	1.0%

2025 ownership components: includes 65,000 unvested restricted shares (vest 11/30/2026), 150,000 unvested restricted shares (vest 5/20/2028), and 69,334 options expected to vest within 60 days of 10/23/2025 .
Hedging/pledging: Company policy prohibits hedging and pledging by directors; 10b5-1 plan approvals required; blackout periods enforced .

Governance Assessment

Independence and oversight: Sparks is independent, Lead Independent Director, and an Audit Committee financial expert—supporting board effectiveness in financial oversight and executive-session leadership .
Committee engagement: Active across Audit, Compensation, and Nominating & Governance, with documented meeting cadence (Audit met 4x in 2024; Comp met 1x plus 6 consents; Nominating met 3x)—indicating engagement despite small-company constraints .
Alignment: Meaningful personal stake and long-run equity vesting schedules (2026 and 2028 cliffs) align incentives; company prohibits hedging/pledging to preserve alignment .
Potential conflicts: Shared directorship on Lucid Diagnostics presents inherent conflict risk; mitigated via charter provisions and audit committee related-party oversight, but remains a structural consideration for investors .
Compensation structure signals: Equities delivered as RSAs in 2024 (lower risk vs options); compensation committee authorized accelerated vesting for departing directors in Sept 2024, a discretionary action that can be viewed cautiously; Sparks served on the comp committee during this period .
Attendance: Met ≥75% threshold across 2022–2024 and Board held regular executive sessions of independent directors—supportive of governance quality .

Red Flags and Watch Items

Discretionary acceleration of equity vesting for departing directors (Sept 2024) indicates board willingness to grant favorable treatment; monitor future use of discretion and capacity under equity plan .
Subsidiary interlocks (Lucid) create ongoing conflict-management demands; rely on audit committee process—investors should track any related-party approvals and financial flows under the management services agreement .
Capital structure constraints and equity plan capacity highlighted in 2025 proxy; increased share authorization under the 2014 Plan—dilution considerations for shareholders .