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, amendment to increase authorized common stock, and ratification of the independent auditor for 2026.

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

• PAVmed, as the parent company, holds significant voting power and influence over board elections and major decisions.

Voting matters and shareholder proposals

• Shareholders will vote to elect three Class B directors for three-year terms.

• Proposal to amend the certificate of incorporation to increase authorized common stock from 300M to 400M shares.

• Proposal to ratify CBIZ CPAs P.C. as the independent auditor for 2026.

• Board recommends voting FOR all proposals.

• Advance notice and procedural requirements for shareholder proposals and nominations are outlined in the bylaws.

Board of directors and corporate governance

• Board is classified into three classes with staggered terms; majority are independent directors.

• Four standing committees: audit, compensation, nominating and corporate governance, and technology, compliance and quality.

• Lead independent director and regular executive sessions of independent directors.

• Board and committees met regularly in 2025, with high attendance.