Business Context and Reporting Period
This Form 8-K Current Report was filed by CareCloud, Inc. on July 6, 2023, with the earliest event reported on the same date. The filing primarily addresses the appointment of a new Chief Financial Officer and the departure of the Acting CFO.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation and personnel changes.
Material Changes
- Executive Appointment: Larry Steenvoorden was appointed Chief Financial Officer, effective July 10, 2023.
- Role Transition: Bill Korn will continue as Chief Strategy Officer and will no longer serve as Acting Chief Financial Officer.
- Compensation Structure: Mr. Steenvoorden's annual base salary is set at $350,000. He is eligible for an annual performance bonus with a target of up to 45% of his base salary, payable in Series B Preferred Stock RSUs valued at $25.00 per share.
- Equity Grants:
- Sign-On Bonus: RSUs valued at $50,000, vesting after 30 days of employment.
- Retention Bonus: RSUs valued at $180,000, vesting in three equal tranches over three years (July 10, 2024; July 10, 2025; July 10, 2026).
- Severance: Upon termination, Mr. Steenvoorden may receive up to 24 months of salary and bonus.
Guidance, Outlook, and Risks
The filing does not provide financial guidance, outlook, or management commentary regarding business operations. No specific risks or contingencies related to financial performance are disclosed in this report. The document notes that the description of the employment agreement is qualified by reference to the actual agreements attached as exhibits.
Investor Verification Checklist
- Verify the exact vesting schedule and valuation methodology for the $230,000 total in RSU bonuses (Sign-On and Retention) based on the 10-day VWAP ending July 10, 2023.
- Review the attached Executive Employment Agreement (Exhibit 10.1) and Bonus Agreement (Exhibit 10.2) for specific termination clauses and conditions precedent.
- Confirm the impact of the CFO transition on the company's upcoming financial reporting cycle.
- Check the press release (Exhibit 99.1) for any additional context regarding the strategic rationale for the appointment.