Crystal Williams
About Crystal Williams
Crystal Williams, 42, is President of CareCloud (NASDAQ: CCLD) effective January 1, 2025; she previously served as COO (May–Dec 2024) and VP, Operations (Jun 2020–Apr 2024) . Her mandate centers on elevating client experience and expanding wallet share, leveraging 20+ years in RCM operations; prior roles include tenure at GE Healthcare IT with Lean process credentials (company bio) . During her tenure on the senior team, CareCloud returned to positive GAAP income in 2024 with $7.9M net income and showed a 50% YoY increase in adjusted EBITDA (press), though the company’s three-year TSR proxy metric shows a $100 initial investment at $58 by 2024 year-end, reflecting historical share price pressure . Multi-year fundamentals: FY revenue declined from $139.6M (2021) to $110.8M (2024), while EBITDA recovered in 2024; details below (see Performance table) [GetFinancials]*.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CareCloud | President | Jan 2025–present | Focus on elevating client experience and expanding wallet share to drive growth . |
| CareCloud | Chief Operating Officer | May 2024–Dec 2024 | Streamlined operations; progression into President role . |
| CareCloud | VP, Operations | Jun 2020–Apr 2024 | Led operations, client delivery and RCM execution . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GE Healthcare IT | Operations/IT leadership (Lean-certified) | Not disclosed | Process improvement, alignment of strategy and execution (company bio) . |
Fixed Compensation
| Component | 2025 Terms |
|---|---|
| Base Salary | $250,000 per year . |
| Target Annual Bonus | Up to 30% of base salary; at Board discretion based on objectives . |
| Benefits | Eligible for standard executive benefits per company policies (employment agreement) . |
Performance Compensation
- Annual cash bonus: Payable at Board discretion against objectives; specific metrics/weightings not disclosed in Ms. Williams’ 8-K .
- Company incentives historically reference “operating results” for bonus awards and RSUs that vest upon achievement of annual financial goals determined by the Compensation Committee, with decisions made when full-year results are known (minimizing MNPI risk) .
- The proxy notes the company does not use GAAP net income directly as a compensation metric; adjusted EBITDA is referenced for incentive goal‑setting correlation (non-GAAP) .
| Plan | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual bonus (2025) | Objectives set by Board | Not disclosed | Not disclosed | Not disclosed | At Board discretion | Cash, earned for FY performance . |
| RSUs (plan design) | Annual financial goals | Not disclosed | Committee-set for the year | Committee-determined | Vest if goals met | RSUs vest based on year-end performance determination . |
Notes: Company disclosure provides program design but not per-metric targets/weightings for Ms. Williams. 2024/2023 NEO examples cite “specified operating results,” but Ms. Williams was not an NEO in those years .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Common shares beneficially owned | 8,550 (0.0% of 42,321,129 O/S as of 3/31/2025) . |
| Preferred shares | None disclosed . |
| Vested vs. unvested | Not disclosed for Ms. Williams. Company reported no outstanding equity awards for 2024 NEOs at FY-end (Ms. Williams not an NEO in 2024) . |
| Options (exercisable/unexercisable) | None disclosed for Ms. Williams . |
| Pledging/hedging | Company policy prohibits short sales, hedging, and pledging/margin; limited pledge exception possible with pre‑approval and demonstrated capacity (strong alignment control) . |
| Ownership guidelines | Not disclosed. |
Employment Terms
| Term | Provision |
|---|---|
| Position and effective date | President effective January 1, 2025 . |
| Contract term | Initial term Jan 1, 2025–Dec 31, 2026; auto‑renews for 1‑year terms unless either party gives ≥90 days’ notice . |
| Termination | Company may terminate for any reason upon 30 days’ written notice . |
| Severance | Upon termination as described in the agreement, potential severance up to 24 months of salary and bonus (see Exhibit 10.3 for specifics) . |
| Non‑compete / non‑solicit | Ms. Williams’ 8‑K summary does not detail restrictive covenants; company 2025 proxy describes executive agreements (for 2024 executives) restricting competition and solicitation for 12 months post‑employment; refer to Ms. Williams’ executed agreement (Ex. 10.3) for her specific covenants . |
| Change‑of‑control (equity) | Under the Equity Plan, outstanding awards are subject to one‑year acceleration of vesting upon a change in control per plan terms (plan-level provision) . |
| Clawback | Nasdaq-compliant clawback policy applies to incentive-based compensation paid to executive officers in connection with an accounting restatement (definitions of “Clawback Eligible Incentive Compensation,” “Clawback Period,” etc.) . |
| Hedging/pledging | Prohibited as noted above . |
Performance & Track Record (Company context)
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenues ($) | 139,599,000 [GetFinancials]* | 138,826,000 [GetFinancials]* | 117,059,000 [GetFinancials]* | 110,837,000 [GetFinancials]* |
| EBITDA ($) | 15,052,000 [GetFinancials]* | 13,491,000 [GetFinancials]* | 3,284,000 [GetFinancials]* | 13,664,000 [GetFinancials]* |
| Net Income ($) | 2,836,000 [GetFinancials]* | 5,432,000 [GetFinancials]* | (48,674,000) [GetFinancials]* | 7,851,000 [GetFinancials]* |
- Pay vs. Performance (proxy metric): Value of initial fixed $100 investment based on TSR = $58 in 2024; CAP framework detailed; company notes net income not used directly in comp-setting, while adjusted EBITDA correlates with goal‑setting .
*Values retrieved from S&P Global.
Compensation Committee, Say‑on‑Pay, and Governance Signals
- Compensation Committee: John N. Daly (Chair), Cameron P. Munter; independent; authority to retain outside consultants; oversees plan design and executive agreements .
- Say‑on‑Pay (2025 AGM): For 10,991,919; Against 2,754,093; Abstain 255,951 (no broker non‑votes) — approval passed, indicating shareholder support for pay practices .
- Related‑party transactions (governance context): Company leases facilities from Executive Chairman and has transactions with related parties; amounts disclosed with lease liabilities and ROU asset balances (investors often monitor for governance risk) .
- Insider trading policy: Prohibits hedging, short sales, and pledging (with narrow exception requiring approval); Rule 10b5‑1 plans permitted .
Compensation Structure Analysis
- Cash vs. equity mix: Ms. Williams’ current disclosed package emphasizes cash (base + target bonus); no equity grant disclosure specific to her yet in filings reviewed .
- Performance orientation: Annual bonus tied to Board‑set objectives; company historically uses performance‑vested RSUs for executives linked to annual financial goals, with vesting determined post‑year end .
- Contract leverage: Severance up to 24 months salary+bonus is generous for a President role and could reduce voluntary turnover risk but may raise pay-for-failure concerns if not tightly conditioned .
- Clawback adoption: Full Nasdaq policy implemented, strengthening recourse on restatement .
- Option repricing/modification: Equity Plan prohibits repricing/repurchase of underwater options without shareholder approval; company has historically favored RSUs over options .
Equity Ownership & Alignment (Detail)
| Ownership Element | Detail |
|---|---|
| Beneficial ownership | 8,550 common shares; 0.0% of class (as of 3/31/2025) . |
| Alignment | Low direct ownership; policy bars hedging/pledging, supporting alignment on downside risk . |
| Ownership guidelines | Not disclosed. |
| Form 4 / selling | No Form 4 transactions were identified in reviewed materials. |
Employment Terms (Severance & CoC Economics)
| Item | Economics |
|---|---|
| Severance multiple | Up to 24 months of salary and bonus upon applicable termination per employment agreement . |
| Change‑of‑control—equity | Plan-level one‑year vesting acceleration on change in control for outstanding awards . |
| Non‑compete / non‑solicit | Refer to Ms. Williams’ executed agreement (Ex. 10.3); proxy describes 12‑month restrictions for 2024 exec agreements as context . |
Say‑on‑Pay & Shareholder Feedback
| Vote (May 27, 2025) | For | Against | Abstain |
|---|---|---|---|
| Advisory approval of NEO compensation | 10,991,919 | 2,754,093 | 255,951 |
- Result: Passed; signals acceptable shareholder sentiment toward the program .
Investment Implications
- Incentive alignment: Ms. Williams’ bonus is tied to Board‑set operational objectives; company practice emphasizes adjusted EBITDA/operational goals and performance‑based RSUs, which should align pay with near‑term execution; absence of disclosed equity grants to Ms. Williams currently reduces long‑term equity alignment until awards are granted .
- Retention risk: Two‑year severance (salary+bonus) and auto‑renewal reduce near‑term retention risk and can stabilize leadership through the company’s acquisitive growth phase; however, generous severance may draw scrutiny if performance stalls .
- Selling pressure: Small direct ownership (8,550 shares) limits insider selling overhang from Ms. Williams; broader management/board collectively hold significant common shares, concentrating governance influence but also aligning with equity upside .
- Governance overlay: Robust clawback and anti‑hedging/pledging policies mitigate misalignment risk; related‑party transactions merit ongoing monitoring but are transparently disclosed .
- Execution watch‑items: With CareCloud returning to profitability in 2024 and pursuing acquisitions, Ms. Williams’ remit on client experience/wallet share expansion will be a key driver for sustaining revenue and EBITDA recovery; investors should watch quarterly retention/upsell metrics and integration progress (context from leadership realignment) .
Citations:
- Appointment/compensation terms and employment agreement exhibits: .
- Beneficial ownership: .
- Equity plan/change‑of‑control and grant practices: .
- Say‑on‑Pay results: .
- Pay vs Performance context and TSR metric: .
- Related‑party transactions: .
- Company bio page (background/GE Lean): .
- Company performance (financials): GetFinancials table above from S&P Global*.