Cameron Munter
About Cameron P. Munter
Independent director of CareCloud, Inc. (CCLD), age 70, serving on the Board since June 2013. Former U.S. Ambassador to Pakistan (2010–2012) and Serbia (2007–2009), and former President & CEO of the EastWest Institute (through June 2019). Education: B.A., magna cum laude, Cornell University; Ph.D. in Modern European History, Johns Hopkins University; senior fellow at the CEVRO Institute (Prague) and non-resident senior fellow at the Atlantic Council (Washington) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of State | U.S. Ambassador to Pakistan | Oct 2010 – Jul 2012 | Led U.S. diplomatic mission during critical regional developments |
| U.S. Department of State | U.S. Ambassador to Serbia | Mar 2007 – Mar 2009 | Oversight of U.S.–Serbia relations during transition period |
| EastWest Institute | President & CEO | Through Jun 2019 | Led non-partisan international organization focused on conflict resolution |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| CEVRO Institute (Prague) | Senior Fellow | Current | Academic policy engagement |
| Atlantic Council (Washington) | Non-resident Senior Fellow | Current | Geopolitical policy engagement |
| Other public company boards | Not disclosed | N/A | No other public company directorships disclosed in proxy |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board determined Munter is independent under Nasdaq rules |
| Committee Assignments | Chair: Nominating & Corporate Governance; Member: Compensation; Not on Audit; Not on Cybersecurity subcommittee |
| Committee Activity (2024) | Audit (5), Compensation (4), Nominating & Governance (4), Cybersecurity subcommittee (4) meetings held; the Board held 5 meetings; acted by consent 7 times |
| Attendance | Each director attended at least 75% of all Board and applicable committee/subcommittee meetings in 2024 |
| Board Size | Seven directors |
| Compensation Committee Interlocks | Compensation Committee comprised of John N. Daly (Chair) and Cameron P. Munter; neither was an officer or employee; both received $48,000 cash director comp (exclusive of stock) in 2024 |
Fixed Compensation
| Component | Amount/Policy |
|---|---|
| Fees Earned or Paid in Cash (2024) | $48,000 |
| Board Compensation Structure | Non-employee directors receive a monthly retainer plus RSUs; no meeting fees; Audit Committee chair receives an additional retainer (no explicit chair fee for Governance chair disclosed) |
Performance Compensation
| Metric | Detail |
|---|---|
| Stock Awards (2024) | $40,700 fair value of RSUs vested in 2024 |
| RSU Grants (Q3 2024) | 30,000 RSUs awarded to outside directors; vest in 25% increments over the next two years beginning Feb 2025 (not included in 2024 table since vesting began in 2025) |
| RSUs Outstanding (12/31/2024) | 45,000 RSUs outstanding for each of Busquet, Daly, Korn, Munter, and Sharnak |
| Non-Employee Director Awards Policy | Automatic initial and annual RSU awards per director compensation policy; no discretionary grants to non-employee directors |
| Change-of-Control Treatment | Outstanding awards subject to one-year acceleration of vesting upon a change in control (unless otherwise provided) |
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current Public Company Boards | Not disclosed in proxy for Munter |
| Committee Interlocks | Serves on Compensation Committee (with Daly); neither has past or current employment ties to CCLD |
| Potential Interlocks | None disclosed related to suppliers/customers/competitors for Munter |
Expertise & Qualifications
- Senior diplomatic leadership in complex geopolitical environments; governance and strategy experience from EWI .
- Advanced academic credentials (BA, PhD) supporting policy and analytical rigor .
- Governance focus: chairs Nominating & Corporate Governance Committee; contributes to Compensation oversight .
Equity Ownership
| Metric | Amount |
|---|---|
| Common Stock Beneficially Owned | 174,000 shares |
| Ownership % of Common Stock | 0.4% (out of 42,321,129 shares outstanding as of Mar 31, 2025) |
| Preferred Stock Ownership | None disclosed for Series B; none for Series A |
| RSUs Outstanding (12/31/2024) | 45,000 (as part of outside director RSU program) |
| Hedging/Pledging Policy | Company prohibits hedging and pledging; limited pledge exceptions require pre-approval and demonstrated financial capacity |
Governance Assessment
- Board effectiveness: Munter’s chair role on Nominating & Governance and service on Compensation indicates active oversight of board composition, compliance, and executive pay; independence affirmed by Board under Nasdaq rules .
- Engagement: The Board and committees met regularly in 2024; each director met at least the 75% attendance threshold, supporting engagement (specific individual attendance not disclosed) .
- Pay alignment: Director compensation mixes cash retainer and RSUs; no meeting fees; RSU grants vest over time, aligning with long-term shareholder interests; no option grants to directors disclosed in 2024 .
- Ownership alignment: Munter holds 174,000 common shares (0.4%); RSUs outstanding further align interests; hedging and pledging are restricted, reducing misalignment risk .
- Conflicts/related-party exposure: No related-party transactions disclosed for Munter; however, company-level related-party transactions include leases and revenues involving the Executive Chairman and family, and a 2024 consulting agreement with an entity owned by a board member for investor relations services (~$75,000 expense)—these are reviewed under the Board’s Related Person Transaction Policy (red flag context at company level) .
- Shareholder confidence: 2025 Say-on-Pay approved; directors Busquet, Korn, and Sharnak re-elected—supports broader governance approval; detailed vote percentages not disclosed .
RED FLAGS (company-level context, not attributed to Munter):
- Related party leases and transactions with entities connected to the Executive Chairman and family members; ongoing policy oversight required .
- Consulting arrangement with a board member’s entity for investor relations services in 2024 (~$75,000 expense) warrants monitoring for independence and disclosure sufficiency .
Positive Signals:
- Independent status; leadership on Governance Committee; participation on Compensation Committee without insider ties .
- Structured director pay emphasizing RSUs; prohibition of hedging/pledging supports alignment .
- Regular committee activity and minimum attendance threshold achieved in 2024 .