Lucid Diagnostics (LUCD) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 24, 2026, to be held virtually, with voting on three key proposals: election of Class B directors, increase in authorized common stock, and ratification of the independent auditor.

• Board recommends voting in favor of all proposals; PAVmed, the parent company, will vote in favor as well.

• Proxy materials are primarily distributed electronically to reduce environmental impact and costs.

Voting matters and shareholder proposals

• Proposals include electing three Class B directors, amending the certificate of incorporation to increase authorized common stock by 100 million shares, and ratifying CBIZ CPAs P.C. as the independent auditor for 2026.

• Board recommends voting "FOR" all proposals.

• Shareholders of record as of April 27, 2026, are eligible to vote; Series B-1 Preferred Stock will be converted before the meeting and will not vote.

• Voting can be done online, by mail, or at the virtual meeting; beneficial owners must obtain a legal proxy to vote at the meeting.

• No appraisal or dissenters' rights are available for any proposal.

Board of directors and corporate governance

• Board is classified into three classes; Class B nominees are James L. Cox, M.D., John R. Palumbo, and Ronald M. Sparks.

• Board consists of a majority of independent directors, with four standing committees: audit, compensation, nominating and corporate governance, and technology, compliance and quality.

• Lead independent director is Stanley N. Lapidus; independent directors meet in executive session regularly.

• Board met eight times in 2025; all directors attended at least 75% of meetings.