DEF 14A of LifeMD, Inc.
Filed Apr 28, 2025 · FY20240001641172-25-006444
Proposal 1: Election of Directors
Proposal 1: Election of Directors The Company’s Board of Directors is currently comprised of seven directors. A total of seven directors will be elected at the Annual Meeting to serve until the next annual meeting of stockholders to be held in 2026, and until their successors are duly elected and qualified. Justin Schreiber, Dr. Joseph V. DiTrolio, M.D., Roberto Simon, John R. Strawn, Jr., Dr. Joan LaRovere, M.D., William Febbo and Dr. Calum MacRae, M.D., Ph.D., are all standing for re-election at the Annual Meeting. The persons named as “Proxies” in the enclosed Proxy will vote the shares represented by all valid returned proxies in accordance with the specifications of the stockholders returning such proxies. If no choice has been specified by a stockholder, the shares will be voted “FOR ALL” the nominees. If at the time of the Annual Meeting any of the nominees named below should be unable or unwilling to serve, which event is not expected to occur, the discretionary authority provided in the Proxy will be exercised to vote for such substitute nominee or nominees, if any, as shall be designated by the Board of Directors.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Justin Schreiber | 2024 | 311,250 | 102,000 | 260,000 | 378,000 | 12,209 | 1,063,459 | | Chairman and Chief Executive Officer(5) | 2023 | 300,000 | - | 355,000 | 225,000 | 8,803 | 888,803 | | Dennis Wijnker | 2024 | 399,438 | 32,340 | 765,661 | 97,020 | 12,075 | 1,306,534 | | Chief Technology Officer(6) | | | | | | | | | Shane Biffar | 2024 | 267,500 | - | 485,250 | 134,400 | 9,658 | 896,808 | | Chief Compliance Officer and Deputy GC(7) | | | | | | | |
Summary Compensation Table
| (1) Amounts include the discretionary component of the bonus earned by our Named Executive Officers under the 2024 Corporate Bonus Program, which is described below. | | (2) Amounts reflect the aggregate grant date fair value of restricted stock units and stock options, computed in accordance with the provisions of Accounting Standards Codification (“ASC”) Topic 718, Stock Compensation. These amounts do not reflect the actual economic value that will be realized by the employee upon the vesting, settlement or exercise of the stock option and/or stock award. The assumptions that we used to calculate these amounts are discussed in Note 2 to our audited consolidated financial statements for the fiscal year ended December 31, 2024 included in our Annual Report on Form 10-K filed with the SEC on March 11, 2025. The value of Mr. Wijnker’s performance-based restricted stock in the “Stock Awards” column assumes target performance over the performance period and is consistent with the estimate of aggregate compensation cost to be recognized over the performance period determined as of the grant date under ASC Topic 718, excluding the effect of estimated forfeitures. The value at the grant date assuming maximum performance is $651,250 for Mr. Wijnker’s performance-based restricted stock, respectively. | | (3) Amounts were earned by our Named Executive Officers based upon the achievement of goals under the 2024 Corporate Bonus Program, which is described below. | | (4) Amounts include Company contributions to each Named Executive Officer’s 401(k) accounts. | | (5) Pursuant to Mr. Schreiber’s Employment Agreement, effective April 1, 2022, he received an annual base salary of $300,000, which was increased to $315,000 effective April 1, 2024, and he is eligible to receive a performance bonus with a target amount of 75% of base salary. Effective November 13, 2023, Mr. Schreiber entered into a First Amendment to the Schreiber Employment Agreement, pursuant to which he received 50,000 restricted shares of Common Stock on November 13, 2023, vesting on January 1, 2024. Effective August 20, 2024, Mr. Schreiber received 50,000 restricted shares of Common Stock, vesting immediately. |
Summary Compensation Table
| (6) Pursuant to the Wijnker Employment Agreement, effective December 13, 2021, Mr. Wijnker was entitled to receive an annual base salary of $350,000, which was subsequently increased to $385,000 effective May 1, 2023 and $404,250 effective April 1, 2024. He is eligible to receive a performance bonus with a target amount of 15% of base salary. He also received a stock option to purchase up to 80,000 shares of Common Stock on December 13, 2021, at an exercise price of $3.78 per share, vesting on December 29, 2024. On August 18, 2024, Mr. Wijnker entered into a First Amendment to the Wijnker Employment Agreement with the Company. In exchange for the cancellation of the stock option to purchase up to 80,000 shares of Common Stock, Mr. Wijnker received the following awards: (i) 40,000 restricted shares of Common Stock vesting on January 1, 2025; (ii) 40,000 restricted shares of Common Stock vesting on January 1, 2026; (iii) 50,000 restricted shares of Common Stock vesting based on personal performance over a two-year performance period; and (iv) 75,000 restricted shares vesting upon achievement of net revenue and adjusted EBITDA margin milestones for the healthcare business over a three-year performance period. The amount presented for Mr. Wijnker in the Stock Award column in 2024 represents the incremental fair value of the new awards over the cancelled stock options, computed as of the repricing date in accordance with ASC Topic 718. | | (7) Pursuant to the Biffar Employment Agreement, effective June 20, 2023, Mr. Biffar received an annual base salary of $230,000, which was subsequently increased to $280,000 effective April 1, 2024. He was eligible to receive a performance bonus with a target amount of 20% of base salary, which was subsequently increased to 30% of base salary effective April 1, 2024. He also received the following restricted shares of Common Stock on June 20, 2023: (i) 15,000 restricted shares of Common Stock vesting on June 20, 2024, (ii) 25,000 restricted shares of Common Stock vesting on June 20, 2025 and (iii) 35,000 restricted shares of Common Stock vesting on June 20, 2026.Mr. Biffar subsequently received an additional 75,000 restricted shares of Common Stock on November 25, 2024, with 25,000 restricted shares vesting on each of the first, second and third anniversaries of the grant date. |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End Listed below is information with respect to equity incentive plan awards for each Named Executive Officer outstanding as of December 31, 2024:
Outstanding Equity Awards at Fiscal Year End
| | Stock Awards | | | | | | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | Name | (#) (3) | ($) (3) | (#) (4) | ($) (4) | | Justin Schreiber | - | - | - | - | | Dennis Wijnker (1) | 100,000 | 495,000 | 125,000 | 618,750 | | Shane Biffar (2) | 135,000 | 668,250 | - | - |
Outstanding Equity Awards at Fiscal Year End
| (1) Mr. Wijnker’s 20,000 restricted shares granted on April 4, 2022 vest on April 4, 2025. Mr. Wijnker’s restricted shares granted on August 18, 2024, vest as follows: (i) 40,000 restricted shares of Common Stock vest on January 1, 2025; (ii) 40,000 restricted shares of Common Stock vest on January 1, 2026; (iii) 50,000 restricted shares of Common Stock vest based on personal performance over a two-year performance period; and (iv) 75,000 restricted shares vest upon achievement of net revenue and adjusted EBITDA margin milestones for the healthcare business over a three-year performance period. | | (2) Mr. Biffar’s outstanding restricted shares granted on June 20, 2023 vest as follows: (i) 25,000 restricted shares of Common Stock vest on June 30, 2025; and (ii) 35,000 restricted shares of Common Stock vest on June 30, 2026. Mr. Biffar’s 75,000 restricted shares granted on November 25, 2024, vest as follows: (i) 25,000 restricted shares of Common Stock vest on November 25, 2025; (ii) 25,000 restricted shares of Common Stock vest on November 25, 2026; and (iii) 25,000 restricted shares of Common Stock vest on November 25, 2027. | | (3) Market value is calculated by multiplying the closing market price of a share of the Company’s Common Stock at December 31, 2024 ($4.95) by the number of units. | | (4) Performance-based restricted stock units are valued at the target award level. Market value is calculated by multiplying the closing market price of a share of the Company’s Common Stock at December 31, 2024 ($4.95) by the number of units. |
Pay Versus Performance Table
Pay Versus Performance Table The table below shows the following information for the past three fiscal years: (i) “Total” compensation for our Named Executive Officers (each an “NEO”) for purposes of the “Summary compensation table”; (ii) the “Compensation actually paid” to Named Executive Officers (calculated using rules required by the SEC); (iii) our cumulative total shareholder return (“TSR”), and (iv) our net loss. Compensation actually paid does not represent the value of cash and shares of the Company’s common stock received by Named Executive Officers during the year, but rather is an amount calculated under SEC rules and includes, among other things, year-over-year changes in the value of unvested equity-based awards. As a result of the calculation methodology required by the SEC, Compensation actually paid amounts below differ from compensation actually received by the individuals.
Pay Versus Performance Table
| | | | | | Value Of Initial Fixed $100 Investment Based On: | | | | Summary Compensation Table Total for CEO(1)(2) ($) | Compensation Actually Paid to CEO(1)(2) ($) | Average Summary Compensation Table Total for Other NEOs(1)(2) ($) | Average Compensation Actually Paid to Other NEOs(1)(2) ($) | Total Shareholder Return(3) ($) | Net Loss ($ in thousands) | | 2024 | 1,063,459 | 1,063,459 | 1,101,671 | 875,601 | 63.06 | (18,728) | | 2023 | 888,803 | 948,303 | 2,099,175 | 2,820,243 | 105.61 | (17,839) | | 2022 | 255,000 | 255,000 | 1,078,398 | 441,541 | 29.71 | (45,021) |
Pay Versus Performance Table
| (1) For 2024, the CEO was Mr. Schreiber, and the other NEOs were Dennis Wijnker and Shane Biffar. For 2023, the CEO was Mr. Schreiber, and the other NEOs were Marc Benathen and Stefan Galluppi. For 2022, the CEO was Mr. Schreiber, and the other NEOs were Marc Benathen and Eric Yecies. |
Pay Versus Performance Table
| (2) A reconciliation of Total compensation from the Summary Compensation Table (“SCT”) to Compensation actually paid to our CEO and the average of our Other NEOs is shown below: |
Pay Versus Performance Table
| | 2024 | | 2023 | | 2022 | | | Adjustments | CEO ($) | Average of Other NEOs ($) | CEO ($) | Average of Other NEOs ($) | CEO ($) | Average of Other NEOs ($) | | Total Compensation From SCT | 1,063,459 | 1,101,671 | 888,803 | 2,099,175 | 255,000 | 1,078,398 | | Adjustments for defined benefit and actuarial pension plans: | — | — | — | — | — | — | | Adjustments for stock awards: | | | | | | | | (Subtraction): SCT amounts | (260,000) | (625,456) | (355,000) | (1,502,169) | — | (717,613) | | Addition: Fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at year-end | — | 541,085 | 414,500 | 2,288,006 | — | 417,100 | | Addition (Subtraction): Year-over-year change in fair value of awards granted in any prior fiscal year that are outstanding and unvested at year-end | — | (133,600) | — | 11,906 | — | (131,256) | | Addition: Vesting date fair value of awards granted and vesting during such year | 260,000 | — | — | — | — | 57,563 | | Addition (Subtraction): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during such year | — | (8,100) | — | 39,169 | — | (262,651) | | (Subtraction): Fair value at end of prior year of awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during such year | — | — | — | (115,844) | — | — | | Addition: Dividends or other earnings paid on stock or option awards in the covered year prior to vesting if not otherwise included in the total compensation for the covered year | — | — | — | — | — | — | | Compensation Actually Paid (as calculated) | 1,063,459 | 875,601 | 948,303 | 2,820,243 | 255,000 | 441,541 |
Pay Versus Performance Table
| (3) Our cumulative total shareholder return is based on a fixed investment of one hundred dollars in our common stock measured from the market close on December 31, 2021 (the last trading day of 2021) through and including the end of the fiscal year for each year reported in the table, and reinvestment of all dividends during such period. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Director Compensation Table
Director Compensation Table The following Director Compensation Table sets forth information concerning compensation for services rendered by our non-employee directors for the fiscal year ended December 31, 2024:
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Total ($) | | Dr. Joseph V. DiTrolio, M.D. | 30,625 | 182,176 | - | 212,801 | | Roberto Simon | 54,205 | 397,697 | - | 451,902 | | John R. Strawn, Jr. | 56,250 | 374,670 | - | 430,920 | | Dr. Joan LaRovere, M.D. | 44,000 | 48,812 | - | 92,812 | | William Febbo | - | - | - | - | | Dr. Calum MacRae, M.D., Ph.D.(2) | - | 197,175 | - | 197,175 | | Naveen Bhatia(3) | - | - | - | - | | Robert Jindal(4) | 24,000 | 167,636 | - | 191,636 |
Director Compensation Table
| (1) Amounts reflect the aggregate grant date fair value of restricted shares and stock options, computed in accordance with the provisions of ASC Topic 718, Stock Compensation. These amounts do not reflect the actual economic value that will be realized by the director upon the vesting, settlement or exercise of the stock option and/or stock award. The assumptions that we used to calculate these amounts are discussed in Note 2 to our audited consolidated financial statements for the fiscal year ended December 31, 2024 included in our Annual Report on Form 10-K filed with the SEC on March 11, 2025. | | (2) Dr. MacRae was appointed as a member of the Board of Directors on April 26, 2024. | | (3) Mr. Bhatia resigned as a member of the Board of Directors on October 25, 2024. | | (4) Mr. Jindal resigned as a member of the Board of Directors on December 18, 2024. |
Director Compensation Table
The table below sets forth the stock options and restricted shares outstanding for each of our non-employee directors as of December 31, 2024:
Director Compensation Table
| Name | Aggregate Number of Option Awards Outstanding at December 31, 2024 | Aggregate Number of Stock Awards Outstanding at December 31, 2024 | | Dr. Joseph V. DiTrolio, M.D. | 20,000 | 24,648 | | Roberto Simon | - | 54,648 | | John R. Strawn, Jr. | 120,000 | 24,648 | | Dr. Joan LaRovere, M.D. | 37,500 | 37,500 | | William Febbo | 37,500 | 37,500 | | Dr. Calum MacRae, M.D., Ph.D. | - | 16,500 | | Naveen Bhatia | 100,000 | - | | Robert Jindal | - | - |