DEF 14A of CareCloud, Inc.
Filed Apr 19, 2024 · FY20230001493152-24-015349
Executive Officers and Directors
Executive Officers and Directors The following table sets forth information as of December 31, 2023 regarding our directors and executive officers.
Executive Officers and Directors
| Name | Age | Position(s) | | Mahmud Haq | 64 | Executive Chairman | | A. Hadi Chaudhry | 47 | Chief Executive Officer, President and Director | | Anne M. Busquet | 73 | Director | | John N. Daly | 86 | Director | | Nathalie Garcia | 35 | General Counsel and Corporate Secretary | | Bill Korn | 66 | Director | | Cameron P. Munter | 69 | Director | | Norman Roth | 68 | Corporate Controller | | Lawrence S. Sharnak | 70 | Director | | Lawrence Steenvoorden | 53 | Chief Financial Officer |
Executive Officers and Directors
Mahmud Haq is our founder, and served as our Chief Executive Officer and Chairman of the Board since our inception in 2001 through 2017. He currently serves as our Executive Chairman, which he became in January 2018. Prior to founding CareCloud, Mr. Haq served as the Chief Executive Officer and President of Compass International Services Corporation from 1997 to 1999. During that time, Mr. Haq also served on its Board of Directors. From 1985 to 1996, Mr. Haq held various senior executive positions at American Express, including Vice President ̵ Risk Management of Global Collections for the Travel Related Services division (1994-1996). Mr. Haq received a Bachelor of Science in Aviation Management from Bridgewater State College and holds an M.B.A. from Clark University with a concentration in Finance. A. Hadi Chaudhry is currently our President and Chief Executive Officer. Mr. Chaudhry became President in January 2018 and Chief Executive Officer in March 2021. Effective April 11, 2019, Mr. Chaudhry was appointed as the seventh member of our Board of Directors. Mr. Chaudhry joined CareCloud in October 2002 as manager of IT, and later served as general manager, chief information officer and VP of global operations. Mr. Chaudhry has extensive healthcare IT experience, and served in various roles in the banking and IT sector prior to joining CareCloud. Mr. Chaudhry has a Bachelor of Science in Mathematics and Statistics and holds numerous information technology certifications. Anne M. Busquet joined CareCloud’s Board of Directors in July 2014 and is the Chairperson of our Audit Committee. Ms. Busquet is presently the President of AMB Advisors, and has over three decades of executive business experience with American Express and Interactive Corp (IAC). She has led several successful businesses and served on various boards, including intercontinental Hotels Group (IHG) and Blyth, Inc. Currently, Ms. Busquet serves on the Board of Pitney Bowes and Elior Group and is also a Trustee on the Board of Overseers for Columbia University, Business School and the French Institute Alliance Francaise. Ms. Busquet graduated from Cornell University and received her MBA from Columbia University. John N. Daly has served as a member of our Board of Directors since December 2013, and is the Chairman of our Compensation Committee and a member of our Audit Committee. Since May 2007, Mr. Daly has served as the President of IMMS, LLC, a third party marketer of investment management firms. Previously, Mr. Daly held other management positions in the financial services industry, including during his 23 years at E.F. Hutton & Co. from 1960 to 1983, where at various times he ran the Syndicate Department, the Commodities Division and the Asset Management Division. He later joined Salomon Brothers, both at the New York and London offices, where he headed the Private Client Division and International Equity Capital Markets. Mr. Daly also served as the Senior Managed Accounts Specialist at Prudential Investments from 2002-2005. Mr. Daly graduated from Yale University and completed the Harvard Business School Advanced Management Program in 1979. Nathalie Garcia served as CareCloud’s General Counsel, Chief Compliance Officer and Corporate Secretary through March 2024. In these roles, she supported CareCloud in overseeing the Company’s compliance, regulatory and legal affairs. Ms. Garcia joined CareCloud in early 2020 following the Company’s acquisition of CareCloud Corp., where she began working in 2017 and served as Associate Corporate Counsel at the time of the acquisition. Ms. Garcia was named General Counsel and Corporate Secretary in October 2023 and Chief Compliance Officer in September 2020. Prior to joining CareCloud, she worked in human resources and clerked in various areas of law including intellectual property, privacy, technology and the California Innocence Project. She is licensed to practice law in the State of Florida and California. Ms. Garcia received her Juris Doctor degree from California Western School of Law in San Diego, California and is Certified in Healthcare Compliance (“CHC”) by the Compliance Certification Board. Bill Korn has served as a member of our Board of Directors since October 2023. Prior to becoming a director, Mr. Korn served as our Chief Financial Officer since July 2013, became Chief Strategy Officer in May 2023 and retired in October 2023. Prior to joining CareCloud, Mr. Korn served as the Chief Financial Officer for six other early-stage technology businesses. From January 2013 until he joined us, Mr. Korn served as the Chief Financial Officer of SnapOne, Inc., a developer of cloud-based applications for mobile devices, and from June 2012 until December 2012, Mr. Korn performed private advisory work. Prior to that, from August 2002 to June 2012, Mr. Korn was the Chief Financial Officer of Antenna Software, Inc. Earlier in his career, Mr. Korn spent ten years with IBM, where he served on the senior management team that created IBM’s services strategy in the 1990s. Currently, Mr. Korn serves on the Board of Jerash Holdings (US), Inc. (Nasdaq: JRSH), where he is Chairman of the Audit Committee. Mr. Korn received his Bachelor of Arts in Economics magna cum laude from Harvard College and his Master of Business Administration from Harvard Business School. Cameron P. Munter has served as a member of our Board of Directors since June 2013, and is the Chairman of our Nominating and Governance Committee and a member of our Compensation Committee. Mr. Munter served as the U.S. Ambassador to Pakistan from October 2010 through July 2012 and as President and CEO of the EastWest Institute, an international, non-partisan organization through June 2019. Prior to these appointments, Mr. Munter held a variety of high-profile diplomatic positions in Iraq and also served as U.S. Ambassador to Serbia from March 2007 to March 2009. Mr. Munter received his Bachelor of Arts, magna cum laude, from Cornell University and doctoral degree in Modern European History from the Johns Hopkins University. He is a senior fellow of the CEVRO Institute in Prague and a non-resident senior fellow of the Atlantic Council in Washington. Norman Roth was our Controller and Principal Accounting Officer as of December 31, 2023. During January 2024, Mr. Roth began also serving as the interim Chief Financial Officer. Mr. Roth joined CareCloud as our Controller and Principal Accounting Officer in September 2014. Prior to joining CareCloud, Mr. Roth worked as a forensic accountant since 2003 primarily in the accounting malpractice area. From 1991 through 2002, Mr. Roth served as the Director of External Reporting, Treasury and Tax and later as Business Manager of WWOR-TV. Mr. Roth began his career at Ernst & Young LLP in 1977 and left as a senior manager after 13 years of service. Mr. Roth received his Bachelor of Arts degree summa cum laude from Rutgers College and his Master of Business Administration -Taxation from Fairleigh Dickinson University. Mr. Roth is a certified public accountant and a certified fraud examiner. Lawrence Sharnak joined CareCloud’s Board of Directors in April of 2020. Before joining CareCloud, Mr. Sharnak served at American Express for more than 30 years where he led in a variety of senior leadership roles. While working at American Express, Mr. Sharnak was also the founding sponsor of several employee networks including the Asian Network (ASA), the Professional Orientation and Development Program (P.O.D), and the Consumer Card Diversity Team. Currently, Mr. Sharnak is on the Board of Advisors for Cinch Board Services and he previously held board seats at Teach for America New Jersey, A+ for Kids, Consultants to Go, and Boca Grove. Mr. Sharnak received his BBA degree from the University of Massachusetts and his MBA from Babson College.
Executive Officers and Directors
Lawrence Steenvoorden was our Chief Financial Officer as of December 31, 2023 but left the Company in January 2024. Mr. Steenvoorden joined CareCloud as our Chief Financial Officer in July 2023. Prior to joining CareCloud, Mr. Steenvoorden served as the Chief Financial Officer and Executive Vice President of Chembio Diagnostics, Inc. from January 2022 until he joined the Company. Prior to that, from December 2017 to December 2021, Mr. Steenvoorden served as Senior Director, Private Equity CFO Services, Financial Accounting and Advisory for Accordion Partners. From March 2016 to November 2017, Mr. Steenvoorden served as Chief Financial and Accounting Officer of Onyx Renewable Partners, LP. From January 2012 to February 2016, Mr. Steenvoorden served as Global Controller and Vice President, Business Planning and Controlling for Siemens Healthcare Diagnostics. From 1992 to 2011, Mr. Steenvoorden served in various controller, director and assurance roles with several companies. Mr. Steenvoorden received his Bachelor of Science in Accounting from the University of Delaware and his Master of Business Administration in Finance from Rider University.
Director Compensation Table (Fiscal Year 2023)
Director Compensation Table (Fiscal Year 2023) The following table sets forth the compensation paid to the non-executive directors of the Company in fiscal year 2023:
Director Compensation Table (Fiscal Year 2023)
| Name | Fees Earned or Paid in Cash | Stock Awards (1)(2) | Total | | Anne M. Busquet | $58,000 | $51,913 | $109,913 | | John N. Daly | 48,000 | 51,913 | 99,913 | | Bill Korn | 12,000 | - | 12,000 | | Cameron P. Munter | 48,000 | 51,913 | 99,913 | | Lawrence S. Sharnak | 48,000 | 51,913 | 99,913 |
Director Compensation Table (Fiscal Year 2023)
| (1) During the third quarter of 2023, the outside Board members were awarded 30,000 shares each of restricted stock units that vest in 25% increments over the next two years beginning in February 2024. Those amounts are not included in the above table as vesting did not begin until February 2024. The stock awards received by the Board above represent RSUs awards that vested in 2023. | | (2) As of December 31, 2023, there were 27,500 restricted stock units outstanding for Ms. Busquet and Messrs. Daly, Munter and Sharnak and 22,500 for Mr. Korn. |
Summary Executive Compensation Table
| Name and Principal Position | Salary (1) | Bonuses (2) | Stock Awards (3) | All Other Compensation (4)(5)(6)(7) | Total | | 2023 | | | | | | | Mahmud Haq, Executive Chairman | $300,000 | $300,960 | $24,075 | $22,697 | $647,732 | | A. Hadi Chaudhry, CEO & President | 300,000 | 300,960 | 24,075 | 9,000 | 634,035 | | Bill Korn, CFO | 201,923 | 436,000 | 24,075 | 9,900 | 671,898 | | 2022 | | | | | | | Mahmud Haq, Executive Chairman | $300,000 | $306,000 | $68,925 | $21,915 | $696,840 | | A. Hadi Chaudhry, CEO & President | 300,000 | 306,000 | 68,925 | 9,000 | 683,925 | | Bill Korn, CFO | 250,000 | 255,000 | 68,925 | 9,150 | 583,075 |
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation and certain financial performance of our Company for each of the last two completed calendar years. In determining the “compensation actually paid” to our Named Executive Officers (“NEOs”), we are required to make various adjustments to amounts that have previously been reported in the Summary Compensation Table in previous years, as the SEC’s calculation method for this section differs from those required in the Summary Compensation Table. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and its Principal Executive Officer (“PEO”) and NEOs pay.
Pay Versus Performance Table
Pay Versus Performance Table The table below presents information on the compensation of our PEO and our other NEOs in comparison to certain performance metrics for 2023, 2022 and 2021. The metrics are not those that the Compensation Committee uses when setting executive compensation. The use of the term “compensation actually paid” (“CAP”) is required by the SEC’s rules. Neither CAP nor the total amount reported in the Summary Compensation Table (“SCT”) reflect the amount of compensation actually paid, earned or received during the applicable year. Per SEC rules, CAP was calculated by adjusting the SCT total values for the applicable year as described in the footnotes to the table.
Pay Versus Performance Table
| | Summary Compensation Table Total for PEOs (1) (2) | | Compensation Actually Paid to PEOs (3) | | Average Summary Compensation Table Total for Non-PEO | Average Compensation Actually Paid to Non-PEO | Value of Initial Fixed $100 Investment Based on Total Shareholder | Net (Loss) Income (7) | | Year | PEO 1 | PEO 2 | PEO 1 | PEO 2 | NEOs (4) | NEOs (5) | Return (6) | ($000’s) | | 2023 | $- | $634,035 | $- | $391,680 | $659,815 | $403,250 | $17 | $(48,674) | | 2022 | - | 683,925 | - | 516,120 | 639,958 | 476,043 | 31 | 5,432 | | 2021 | 472,905 | 344,786 | 87,360 | 772,846 | 557,620 | 561,662 | 70 | 2,836 |
Pay Versus Performance Table
| (1) Stephen Snyder (“PEO 1”) served as our PEO through March 29, 2021, at which time A. Hadi Chaudhry (“PEO 2”) became the PEO and served for the remainder of the year 2021 and for the full years 2022 and 2023. | | (2) Amounts in this column represent the “Total” column set forth in the SCT on page 13. See the footnotes to the SCT for further detail regarding the amounts in these columns. | | (3) The dollar amounts reported in these columns represent the amounts of “compensation actually paid.” The amounts are computed in accordance with Item 402(v) of Regulation S-K by deducting and adding the following amounts from the “Total” column of the SCT (pursuant to SEC rules, fair value at each measurement date is computed in a manner consistent with the fair value methodology used to account for share-based payments in our consolidated financial statements under GAAP). |
Pay Versus Performance Table
The following table reflects the adjustments made to SCT total compensation to compute CAP for the position of PEO and average CAP for our other NEOs.
Pay Versus Performance Table
| | PEO 1 | | | | | PEO 2 | | | | | | Year | SCT Total | Equity Deductions From SCT Total (a) | CAP of Equity Vesting During FY (b) | CAP of Unvested Equity at FYE (c) | Compensation Actually Paid | SCT Total | Equity Deductions From SCT Total | CAP of Equity Vesting During FY (b) | CAP of Unvested Equity at FYE (c) | Compensation Actually Paid | | 2023 | $- | $- | $- | $- | $- | $634,035 | $(325,035) | $4,320 | $78,360 | $391,680 | | 2022 | - | - | - | - | - | 683,925 | (374,925) | (66,195) | 273,315 | 516,120 | | 2021 | 472,905 | (395,730) | 10,185 | - | 87,360 | 344,786 | (113,811) | 53,351 | 488,520 | 772,846 |
Pay Versus Performance Table
| | Non-PEO NEOs | | | | | | Year | SCT Total | Average Equity Deductions from SCT Total (a) | Average CAP of Equity Vesting During FY (b) | Average CAP of Unvested Equity at FYE (c) | Average Compensation Actually Paid | | 2023 | $659,815 | $(299,955) | $4,210 | $39,180 | $403,250 | | 2022 | 639,958 | (349,425) | (62,835) | 248,345 | 476,043 | | 2021 | 557,620 | (343,950) | 41,553 | 306,438 | 561,662 |
Pay Versus Performance Table
| a) | The amount in these columns represent the grant date fair value of equity-based awards granted during each year. (For this purpose, the fair value of equity awards is computed in a manner consistent with the fair value methodology used to report Outstanding Equity Awards at Fiscal Year-End. This may result in a difference in the share value input used for the fair value calculation at year-end when compared to share value used for performance-based share awards at the time of the award). | | b) | The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (ii) for awards granted in prior years that vest in the applicable year, the amount equal to the change in fair value as of the vesting date (from the end of the prior fiscal year). | | c) | The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change in fair value as of the end of the applicable year (from the end of the prior fiscal year) of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year. |
Pay Versus Performance Table
| (4) Our non-PEO named executive officers included Mahmud Haq for 2021, 2022 and 2023, Bill Korn for 2021, 2022 and through October 6, 2023 and A. Hadi Chaudhry for the period January 1, 2021 through March 29, 2021. The dollar amounts reported in this column represent the average of the amounts reported for the Company’s NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. See note (3) above. | | (5) The dollar amounts reported in this column represent the average amount of CAP to the NEOs as a group, as computed in accordance with the Pay Versus Performance Rules. They do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group during the applicable year. | | (6) Cumulative total shareholder return (“TSR”) is calculated by dividing the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. There were no dividends for the common stock. | | (7) The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited consolidated financial statements for the applicable year. While the Company does not use net income (loss) as a performance measure in its executive compensation program, the measure of net income (loss) is correlated with the measure of adjusted EBITDA (a non-GAAP measure) which the Company does use when setting goals for the Company’s incentive compensation program. |
Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End The following table provides information on the current holdings of all outstanding equity awards by our named officers at December 31, 2023:
Outstanding Equity Awards at 2023 Fiscal Year-End
| | | | | Equity incentive plan awards | | | | Name of Beneficial Owner | Number of common shares or units that have not vested | Number of Series B Preferred Shares or units that have not vested | Market value of all shares or units that have not vested | Number of unearned common shares, units or other rights that have not vested | Number of Series B unearned preferred shares, units or other rights that have not vested | Market value of all unearned shares, units or other rights that have not vested | | Named Executive Officers | | | | | | | | Mahmud Haq, Executive Chairman | - | 12,000 | $78,360 | - | 12,000 | $78,360 | | A. Hadi Chaudhry, CEO & President | - | 12,000 | 78,360 | - | 12,000 | 78,360 |
Outstanding Equity Awards at 2023 Fiscal Year-End
The Series B preferred share units for Messrs. Haq and Chaudhry were not issued.
Matters to Be Acted Upon
Matters to Be Acted Upon
Matters to Be Acted Upon
| 1. | Election of Directors. |
Matters to Be Acted Upon
(Item 1 on proxy card) You will have the opportunity to elect four members to our Board of Directors, which will consist of seven members, at the Annual Meeting. The directors will be elected for a two-year term. Four of the directors, A. Hadi Chaudhry, John Daly, Mahmud Haq and Cameron Munter, were elected to a two-year term that commenced in 2022 and have been nominated for re-election. Our other directors were elected to serve until the 2025 Annual Meeting of Shareholders. The Board of Directors has nominated the following nominees for election as directors at the Annual Meeting: A. Hadi Chaudhry is currently our President and Chief Executive Officer. Mr. Chaudhry became President in January 2018 and Chief Executive Officer in March 2021. Effective April 11, 2019, Mr. Chaudhry was appointed as the seventh member of our Board of Directors. Mr. Chaudhry joined CareCloud in October 2002 as manager of IT, and later served as general manager, chief information officer and VP of global operations. Mr. Chaudhry has extensive healthcare IT experience, and served in various roles in the banking and IT sector prior to joining CareCloud. Mr. Chaudhry has a Bachelor of Science in Mathematics and Statistics and holds numerous information technology certifications. John N. Daly has served as a member of our Board of Directors since December 2013, and is the Chairman of our Compensation Committee and a member of our Audit Committee. Since May 2007, Mr. Daly has served as the President of IMMS, LLC, a third party marketer of investment management firms. Previously, Mr. Daly held other management positions in the financial services industry, including during his 23 years at E.F. Hutton & Co. from 1960 to 1983, where at various times he ran the Syndicate Department, the Commodities Division and the Asset Management Division. He later joined Salomon Brothers, both at the New York and London offices, where he headed the Private Client Division and International Equity Capital Markets. Mr. Daly also served as the Senior Managed Accounts Specialist at Prudential Investments from 2002-2005. Mr. Daly graduated from Yale University and completed the Harvard Business School Advanced Management Program in 1979. Mahmud Haq is our founder, and served as our Chief Executive Officer and Chairman of the Board since our inception in 2001 through 2017. He currently serves as our Executive Chairman, which he became in January 2018. Prior to founding CareCloud, Mr. Haq served as the Chief Executive Officer and President of Compass International Services Corporation from 1997 to 1999. During that time, Mr. Haq also served on its Board of Directors. From 1985 to 1996, Mr. Haq held various senior executive positions at American Express, including Vice President ̵ Risk Management of Global Collections for the Travel Related Services division (1994-1996). Mr. Haq received a Bachelor of Science in Aviation Management from Bridgewater State College and holds an M.B.A. from Clark University with a concentration in Finance. Cameron P. Munter has served as a member of our Board of Directors since June 2013, and is the Chairman of our Nominating and Governance Committee and a member of our Compensation Committee. Mr. Munter served as the U.S. Ambassador to Pakistan from October 2010 through July 2012 and as President and CEO of the EastWest Institute, an international, non-partisan organization through June 2019. Prior to these appointments, Mr. Munter held a variety of high-profile diplomatic positions in Iraq and also served as U.S. Ambassador to Serbia from March 2007 to March 2009. Mr. Munter received his Bachelor of Arts, magna cum laude, from Cornell University and doctoral degree in Modern European History from the Johns Hopkins University. He is a senior fellow of the CEVRO Institute in Prague and a non-resident senior fellow of the Atlantic Council in Washington. The Board of Directors unanimously recommends a vote FOR the election of the nominees named above.
Matters to Be Acted Upon
| 2. | Say-On-Pay Proposal. |
Matters to Be Acted Upon
(Item 2 on proxy card) As required by Section 14A of the Exchange Act, you will have the opportunity to vote on an advisory basis on the compensation of the Company’s named executive officers, as disclosed in the CareCloud, Inc.’s Proxy Statement for the 2024 Annual Meeting of Shareholders, pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation tables, and any related information found in such proxy statement of CareCloud, Inc. Because your vote on this proposal is advisory, it will not be binding on the Board, the Compensation Committee or the Company. We value the opinions expressed by our shareholders in this advisory vote, and our Compensation Committee, which is responsible for overseeing and administering our executive compensation programs, will consider the outcome of the vote when designing our compensation programs and making future compensation decisions for our named executive officers. The Company is required to seek a shareholder vote on the frequency of the advisory Say-On-Pay vote (the “SOP Frequency Vote”) every six years. In 2023, management recommended and shareholders approved an annual advisory Say-On-Pay vote. The next SOP Frequency Vote is expected to be held at our 2029 Annual Meeting of shareholders. The Board of Directors unanimously recommends a vote FOR the Say-On-Pay Proposal.