Stock-Based Compensation

12 Months Ended

Dec. 31, 2020

Share-based Payment Arrangement [Abstract]

Stock-Based Compensation

Note 10 — Stock-Based Compensation

PAVmed Inc. 2014 Long-Term Incentive Equity Plan

The PAVmed Inc. 2014 Long-Term Incentive Equity Plan (the “PAVmed Inc. 2014 Equity Plan”), adopted by the Company’s board of directors and stockholders in November 2014, is designed to enable the Company to offer employees, officers, directors, and consultants, as defined, an opportunity to acquire a proprietary interest in the Company. The types of awards that may be granted under the PAVmed Inc. 2014 Equity Plan include stock options, stock appreciation rights, restricted stock, and other stock-based awards subject to limitations under applicable law. All awards are subject to approval by the compensation committee of the Company’s board of directors.

As of December 31, 2020, the PAVmed Inc. 2014 Equity Plan has 2,003,406 shares available-for-grant of stock-based awards, inclusive of the supplemental share reservation increase of an additional 2,000,000 shares, approved by the PAVmed Inc. board of directors on March 12, 2020, and approved at the PAVmed Inc. 2020 annual meeting of stockholders on July 24, 2020, and re-approved at a special meeting of stockholders of PAVmed Inc. on March 4, 2021. A discussion of the PAVmed Inc. special meeting of stockholders is presented in Note 7, Commitments and Contingencies - Legal Proceedings. The shares available-for-grant exclude a total of 500,854 PAVmed Inc. stock options previously granted outside the PAVmed Inc. 2014 Equity Plan.

PAVmed Inc. 2014 Equity Plan - Stock Options

Stock options issued and outstanding under the PAVmed Inc. 2014 Equity Plan are as follows:

	Number Stock Options			Weighted Average Exercise Price		Remaining Contractual Term (Years)		Intrinsic Value(2)
Outstanding stock options at December 31, 2018		3,327,140		$	3.68		8.3
Granted(1)		1,925,000		$	1.00
Exercised		—		$	—
Forfeited		(48,611	)	$	5.00
Outstanding stock options at December 31, 2019		5,203,529			2.58		8.1	$	394
Vested and exercisable stock options at December 31, 2019		3,270,487		$	3.45		7.5	$	126
Outstanding stock options at December 31, 2019		5,203,529		$	2.58
Granted(1)		1,595,000		$	2.13
Exercised		—		$	—
Forfeited		—		$	—
Outstanding stock options at December 31, 2020		6,798,529		$	2.55		7.3	$	2,558
Vested and exercisable stock options at December 31, 2020		4,861,433		$	2.88		6.7	$	1,707

(1)	Stock options granted under the PAVmed Inc. 2014 Equity Plan vest ratably over twelve quarters generally commencing with the grant date quarter and have a ten year contractual term from date-of-grant.
(2)	The intrinsic value is computed as the difference between the quoted price of the PAVmed Inc. common stock on each of December 31, 2020 and 2019 and the exercise price of the underlying PAVmed Inc. stock options, to the extent such quoted price is greater than the exercise price.

Subsequent to December 31, 2020, as approved at the March 4, 2021 special meeting of stockholders, a total of 225,000 stock options were granted with a weighted average exercise price of $2.03 per share of common stock of the Company. A discussion of the PAVmed Inc. special meeting of stockholders is presented in Note 7, Commitments and Contingencies - Legal Proceedings.

PAVmed Inc. 2014 Equity Plan - Restricted Stock Awards

On May 1, 2020, a total of 950,000 restricted stock awards were granted under the PAVmed Inc. 2014 Equity Plan, vesting as follows: 450,000 restricted stock awards vesting ratably on an annual basis over a three year period with an initial annual vesting date of May 1, 2021; and 500,000 restricted stock awards vesting on May 1, 2023. The restricted stock awards are subject to forfeiture if the requisite service period is not completed.

On March 15, 2019, a total of 700,000 restricted stock awards were granted under the PAVmed Inc. 2014 Equity Plan, vesting as follows: 233,334 restricted stock awards vested on March 15, 2020; and 466,666 restricted awards vesting on March 15, 2022. The restricted stock awards are subject to forfeiture if the requisite service period is not completed.

Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan

The Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan (“Lucid Diagnostics Inc. 2018 Equity Plan”) is separate and apart from the PAVmed Inc. 2014 Equity Plan discussed above. The Lucid Diagnostics Inc. 2018 Equity Plan is designed to enable Lucid Diagnostics Inc. to offer employees, officers, directors, and consultants, as defined, an opportunity to acquire shares of common stock of Lucid Diagnostics Inc. The types of awards that may be granted under the Lucid Diagnostics Inc. 2018 Equity Plan include stock options, stock appreciation rights, restricted stock, and other stock-based awards subject to limitations under applicable law. All awards are subject to approval by the Lucid Diagnostics Inc. board of directors.

A total of 2,000,000 shares of common stock of Lucid Diagnostics Inc. are reserved for issuance under the Lucid Diagnostics Inc. 2018 Equity Plan, with 1,305,000 shares available for grant as of December 31, 2020, exclusive of 300,000 Lucid Diagnostics Inc. stock options previously granted outside the Lucid Diagnostics Inc. 2018 Equity Plan.

Lucid Diagnostics Inc. 2018 Equity Plan - Stock Options

Stock options issued and outstanding under the Lucid Diagnostics Inc. 2018 Equity Plan for the period noted is as follows:

	Number Stock Options			Weighted Average Exercise Price		Remaining Contractual Term (Years)
Outstanding stock options at December 31, 2018		375,000		$	0.60		9.4
Granted		620,000		$	1.02
Exercised		—		$	—
Forfeited		—		$	—
Outstanding stock options at December 31, 2019		995,000		$	0.86		9.0
Granted		—		$	—
Exercised		(3,333	)	$	1.50
Forfeited		—		$	—
Outstanding stock options at December 31, 2020		991,667		$	0.86		8.0
Vested and exercisable stock options at December 31, 2020		772,491		$	0.83		7.9

⁽¹⁾ Stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan, have a ten-year contractual term from date of grant, and vest ratably over twelve successive calendar quarters, with first vesting date in the quarter of the date of grant.

During the year ended December 31, 2020, 3,333 stock options issued under the Lucid Diagnostics Inc. 2018 Equity Plan were exercised for cash proceeds of $5, resulting in the issue of a corresponding number of shares of common stock of Lucid Diagnostics Inc.

Lucid Diagnostics Inc. 2018 Equity Plan - Restricted Stock Awards

Subsequent to December 31, 2020, on March 1, 2021, a total of 1,040,000 restricted stock awards were granted under the Lucid Diagnostics Inc. 2018 Equity Plan, with a single vesting date of March 1, 2023. The restricted stock awards are subject to forfeiture if the requisite service period is not completed.

Stock-Based Compensation Expense

The consolidated stock-based compensation expense recognized for both the PAVmed Inc. 2014 Equity Plan and the Lucid Diagnostics Inc. 2018 Equity Plan, with respect to stock options and restricted stock awards as discussed above, for the periods indicated, was as follows:

	Year Ended
	December 31,
	2020		2019
General and administrative expenses	$	1,582	$	1,163
Research and development expenses		462		408
Total	$	2,044	$	1,571

The consolidated stock-based compensation expense classified in research and development expenses, as presented above, includes $65 and $174 in the years ended December 31, 2020 and 2019, respectively, recognized by Lucid Diagnostics Inc., with stock-based compensation expense recognized by Lucid Diagnostics Inc. inclusive of each of: stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan to employees of PAVmed Inc. and to non-employee consultants, with each providing services to Lucid Diagnostics Inc.; and stock options granted under the PAVmed Inc. 2014 Equity Plan to non-employee consultants providing services to Lucid Diagnostics Inc., summarized as follows for the periods noted:

	Year Ended
	December 31,
	2020		2019
Lucid Diagnostics Inc 2018 Equity Plan – research and development expenses	$	52	$	158
PAVmed Inc 2014 Equity Plan - research and development expenses		13		16
Total stock-based compensation expense – recognized by Lucid Diagnostics Inc	$	65	$	174

As of December 31, 2020, unrecognized stock-based compensation expense and weighted average remaining requisite service period with respect to stock options and restricted stock awards issued under each of the PAVmed Inc. 2014 Equity Plan and the Lucid Diagnostics Inc. 2018 Equity Plan, as discussed above, is as follows:

	Unrecognized Expense		Weighted Average Remaining Service Period
PAVmed Inc. 2014 Equity Plan
Stock Options	$	1,866		0.9 years
Restricted Stock Awards	$	1,796		2.1 years
Lucid Diagnostics Inc. 2018 Equity Plan
Stock Options	$	49		0.8 years

The stock options granted under the PAVmed Inc. 2014 Equity Plan during the years ended December 31, 2020 and 2019, had a weighted average estimated fair value of $1.27 per share and $0.48 per share, respectively, calculated using the following weighted average Black-Scholes valuation model assumptions:

	Year Ended December 31,
	2020			2019
Expected term of stock options (in years)		5.8			5.7
Expected stock price volatility		73	%		50	%
Risk free interest rate		0.5	%		2.4	%
Expected dividend yield		0	%		0	%

Stock-based compensation expense recognized with respect to stock options granted under the PAVmed Inc. 2014 Equity Plan to non-employees in the prior year ended December 31, 2019, which was recognized under the previous provisions of ASC 505-50, was based on a weighted average estimated fair value of such stock options of $1.97 per share, calculated using Black-Scholes valuation model weighted-average assumptions of an 8.5 year contractual term, a 59% expected stock price volatility, a 2.3% risk free interest rate, and a 0% expected dividend rate.

The restricted stock awards granted to employees under the PAVmed Inc. 2014 Equity Plan are measured at their grant date estimated fair value based on the date-of-grant quoted price per share of PAVmed Inc. common stock. The 700,000 restricted stock awards granted on March 15, 2019 had an aggregate fair value of approximately $742 with such stock-based compensation expense recognized ratably over the requisite service period, which is the three-year vesting period as discussed above. The 950,000 restricted stock awards granted on May 1, 2020 had an aggregate fair value of approximately $1,938 with such stock-based compensation expense recognized ratably over the requisite service period, which is the three-year vesting period as discussed above.

The stock-based compensation expense recognized in general and administrative expense related to restricted stock awards was approximately $576 and $206 in the years ended December 31, 2020 and 2019, respectively. The stock-based compensation expense recognized in research and development expense related to restricted stock awards was $102 in the year ended December 31, 2020 (there was no stock-based compensation expense recognized in research and development expense with respect to restricted stock awards in the previous year ended December 31, 2019).

As noted above, in the year ended December 31, 2020, there were no stock-based awards granted under the Lucid Diagnostics Inc 2018 Equity Plan. In the previous year ended December 31, 2019, stock-based compensation expense recognized with respect to stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan was based on a weighted average estimated fair value of such stock options of $0.32 per share, and was calculated using the following weighted average Black-Scholes valuation model assumptions:

Expected term of stock options (in years)	5.8
Expected stock price volatility	63	%
Risk free interest rate	2.1	%
Expected dividend yield	0	%

Stock-based compensation expense recognized with respect to stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan to non-employees in the prior year ended December 31, 2019, which was recognized under the previous provisions of ASC 505-50, was based on a weighted average estimated fair value of such stock options of $0.29 per share, calculated using Black-Scholes valuation model weighted-average assumptions of a 8.8 year contractual term, a 57% expected stock price volatility, a 2.1% risk free interest rate, and a 0% expected dividend rate.

PAVmed Inc. Employee Stock Purchase Plan (“ESPP”)

The PAVmed Inc. Employee Stock Purchase Plan (“PAVmed Inc. ESPP”), adopted by the Company’s board of directors effective April 1, 2019, provides eligible employees the opportunity to purchase shares of PAVmed Inc. common stock through payroll deductions during six month periods, wherein the purchase price per share of common stock is the lower of 85% of the quoted closing price per share of PAVmed Inc. common stock at the beginning or end of each six month share purchase period.

The PAVmed Inc. ESPP share purchase dates are March 31 and September 30. On each of the March 31, 2020 and September 30, 2020 ESPP purchase dates, 154,266 and 152,289 shares of PAVmed Inc. common stock were issued for proceeds of approximately $126 and $231, respectively; and in the previous year, on the initial September 30, 2019 ESPP purchase date, 82,772 shares of PAVmed Inc. common stock were issued for proceeds of approximately $67.

As of December 31, 2020, the PAVmed Inc. ESPP has a total reservation of 750,000 shares of common stock of PAVmed Inc., with 360,673 shares available-for-issue, inclusive of the supplemental share reservation increase of an additional 500,000 shares, approved by the PAVmed Inc. board of directors on March 12, 2020, and approved at the PAVmed Inc. 2020 annual meeting of stockholders on July 24, 2020, and re-approved at a PAVmed Inc. special meeting of stockholders on March 4, 2021. A discussion of the PAVmed Inc. special meeting of stockholders is presented in Note 7, Commitments and Contingencies - Legal Proceedings.