John Lacey III
About John Lacey III
John Lacey, III, M.D., 77, has served as an independent director of Provectus Biopharmaceuticals since 2018. He is the former Chief Medical Officer and Senior Vice President of University Health System d/b/a University of Tennessee Medical Center (UTMC) from 1999 until his retirement in 2016, and operated an Internal Medicine practice for 39 years. He holds a B.S. in Nuclear Engineering from the University of Tennessee and an M.D. from the University of Tennessee Medical School (Memphis); his community health leadership includes helping create Knoxville Area Project Access and serving as inaugural chairman of Tennessee’s Governor’s Health and Wellness Task Force, with recognition for contributions to population health.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University Health System (UTMC), Knoxville | Chief Medical Officer & SVP | 1999–2016 | Led medical operations at 600+ bed academic medical center; population health initiatives recognized by multiple entities |
| Internal Medicine Practice | Physician | 39 years | Operated private practice; extensive patient care experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Knoxville Area Project Access (with Knoxville Academy of Medicine) | Co-creator/Leader | Not specified | Partnership to deliver health services to uninsured/medically underserved |
| Governor’s Health and Wellness Task Force (Tennessee) | Inaugural Chairman | Not specified | Focused on improving Tennessee’s national health ranking |
Board Governance
- Board composition: four directors (Bailey, Lacey, Pershing, Rodrigues); Lacey and Bailey are independent under NYSE American standards.
- Attendance: Board met 3 times; each incumbent director attended all Board and committee meetings in 2024; directors attended the 2024 Annual Meeting in person.
| Committee | Role (Lacey) | 2024 Meeting Count | Independence Status | Chair |
|---|---|---|---|---|
| Audit | Member | 4 | Independent (Lacey) | No (Chair: Pershing) |
| Compensation | Member | 2 | Independent (Lacey) | No (Chair: Bailey) |
| Corporate Governance & Nominating | Chair | 1 meeting; 1 unanimous written consent | Independent (Lacey) | Yes |
Note: Audit and Compensation Committees include two non-independent executives (Pershing and Rodrigues); Audit Committee chair is the CEO (Pershing), which deviates from best-practice independence norms.
Fixed Compensation
| PVCT Director Fee Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual Board retainer (employee and non-employee directors) | $40,000 | Applies to all directors |
| Audit Committee member | $15,000 | Chairperson receives $15,000 (chair fee appears to replace member fee) |
| Compensation Committee member | $10,000 | Chairperson receives $15,000 |
| Corporate Governance & Nominating Committee member | $10,000 | Chairperson receives $15,000 |
| John Lacey III – 2024 Director Compensation | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $80,000 |
| Stock Awards | — (none) |
| Option Awards Compensation | — (none) |
| All Other Compensation | — |
| Total | $80,000 |
- Lacey accrued his director fees in 2024.
Performance Compensation
| Component | 2024 Disclosure | Detail |
|---|---|---|
| Equity grants to directors | None disclosed | 2024 Director Compensation table shows only cash fees, no stock or option awards |
| Performance metrics tied to director pay | Not disclosed | PVCT director pay structured as fixed cash fees; no performance metrics presented |
Other Directorships & Interlocks
- The proxy biography lists medical leadership and community service roles for Dr. Lacey; it does not list any other public company directorships.
Expertise & Qualifications
| Category | Details |
|---|---|
| Education | B.S. Nuclear Engineering (University of Tennessee); M.D. (University of Tennessee Medical School, Memphis) |
| Industry expertise | Medical leadership (CMO/SVP UTMC), strategic planning, board governance |
| Board qualifications | Brings board, medical, strategic planning, and leadership experience |
| Age & Tenure | Age 77; PVCT director since 2018 |
Equity Ownership
| Component | Shares |
|---|---|
| Common stock – direct | 100,000 |
| Common stock – through IMA | 20,000 |
| Common stock – retirement account | 80,000 |
| Options exercisable within 60 days | 875,082 |
| Total beneficial ownership | 1,075,082; less than 1% of common shares outstanding (“*”) |
- Beneficial ownership percentages calculated by PVCT include shares acquirable within 60 days for the reporting person. As of April 14, 2025, PVCT reported 420,279,879 common shares outstanding and other convertible securities outstanding, with 20,881,145 common shares subject to options exercisable within 60 days company-wide.
- Securities Trading Policy with blackout periods and pre-clearance applies to directors; Company reports no formal hedging policy (“As of the date hereof, the Company does not have a formal policy regarding hedging activities”).
Governance Assessment
- Independence and engagement: Lacey is independent, chairs the Nominating Committee, and had 100% attendance in 2024—a positive signal for governance effectiveness and engagement.
- Committee leadership: As Nominating Chair, responsibilities include director nominations, governance policy development, succession plan review, and Board performance evaluation—key levers of board quality.
- Alignment and incentives: 2024 director pay was all cash; no director equity awards were granted, which may limit ongoing equity-based alignment, though Lacey holds 875,082 options exercisable within 60 days and 200,000 cumulative common shares via direct/affiliated/retirement accounts.
- Conflicts/related-party exposure: No related-party transactions disclosed for Lacey. 2024 hiring of CEO (Pershing) and President (Rodrigues)—both directors—under executive employment agreements at $240,000 per year is disclosed (not involving Lacey).
- Say-on-pay signal: 2025 advisory vote on executive compensation passed with 195,714,588 For vs 15,079,173 Against and 367,756 Abstentions (138,792,505 broker non-votes), indicating broad shareholder support for the compensation program.
- RED FLAGS:
- Audit Committee composition includes two non-independent executive directors; Audit Chair is the CEO (Pershing), which conflicts with widely accepted independence standards and may undermine financial reporting oversight.
- Compensation Committee includes non-independent members; while Bailey chairs, the presence of executives on the committee is a governance risk for pay setting.
- No formal hedging policy disclosed, reducing safeguards against misaligned risk-taking or hedging that could weaken alignment.
- Only two of four directors are independent, limiting independent oversight relative to best practices.
Overall implication: Lacey’s independence, attendance, and leadership on nominations strengthen board processes; however, committee independence deficiencies (Audit and Compensation) and the lack of a formal hedging policy are material governance risks that can affect investor confidence in PVCT’s oversight of financial reporting and executive pay.