Business Context and Reporting Period
This Form 8-K Current Report was filed by CareCloud, Inc. on May 4, 2023, with the earliest event reported on May 8, 2023. The filing discloses significant changes to the company's executive leadership structure, specifically the appointment of a new Chief Financial Officer and the role transition of the incumbent 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
- Leadership Transition: Effective May 8, 2023, Bill Korn transitioned from Chief Financial Officer to Chief Strategy Officer.
- New Appointment: Joseph DosSantos was appointed as the new Chief Financial Officer, effective May 8, 2023.
- Compensation Agreements: Executive employment agreements were entered into with both officers on May 4, 2023, with an initial term expiring May 8, 2025.
Guidance, Outlook, and Management Commentary
The filing provides no financial guidance, outlook, or management commentary regarding business operations or market conditions. It details the following compensation terms:
- Base Salary: Both Mr. Korn and Mr. DosSantos have an annual base salary of $250,000.
- Severance: Both executives are eligible for severance of up to 24 months of salary and bonus upon termination.
- Equity Incentives (Mr. DosSantos):
- Sign-On Bonus: Restricted Stock Units (RSUs) valued at $25,000 (based on VWAP as of May 8, 2023), vesting immediately.
- Retention Bonus: RSUs valued at $50,000 (based on VWAP), with 50% vesting on May 8, 2024, and the remaining 50% on May 8, 2025.
Investor Verification Checklist
- Verify the effective date of the leadership transition (May 8, 2023) against internal corporate records.
- Review the attached exhibits (10.1, 10.2, 10.3) for the full terms of the executive employment and bonus agreements.
- Confirm the calculation of the RSU grants for Mr. DosSantos based on the Volume Weighted Average Price (VWAP) of CCLD stock on May 8, 2023.
- Monitor future filings for the impact of these leadership changes on financial reporting and strategic direction.