Hadi Chaudhry
About Hadi Chaudhry
A. Hadi Chaudhry is Co-Chief Executive Officer of CareCloud, Inc. and has served on the Board since April 11, 2019; he previously became President in January 2018 and CEO in March 2021 before transitioning to Co-CEO effective January 1, 2025. He joined CareCloud in October 2002 and progressed through roles including Manager of IT, General Manager, Chief Information Officer, and VP of Global Operations; he holds a B.S. in Mathematics and Statistics and multiple IT certifications . Pay-versus-performance disclosures show Company TSR value (per $100 initial fixed investment) of $44 in 2022, $24 in 2023, and $58 in 2024, with GAAP net income of $5.4 million (2022), net loss of $48.7 million (2023), and net income of $7.9 million (2024), framing his tenure across a volatile period . The Company reported revenue of $138.8 million and record adjusted EBITDA of $22.2 million in 2022, followed by revenue of $117.1 million and adjusted EBITDA of $15.4 million in 2023 amid cost alignment initiatives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CareCloud, Inc. | Manager of IT; General Manager; Chief Information Officer; VP Global Operations | 2002–2018 | Built and led global operations; deep healthcare IT execution experience |
| CareCloud, Inc. | President | 2018–2021 | Elevated operating leadership ahead of CEO transition |
| CareCloud, Inc. | Chief Executive Officer (PEO) | 2021–2024 | Led through revenue mix shifts; oversaw 2023 restructuring to restore profitability |
| CareCloud, Inc. | Co-Chief Executive Officer; Director | 2025–present | Shared leadership model; continued Board service and Cybersecurity oversight |
External Roles
No external public company board roles or committee positions for Mr. Chaudhry are disclosed in the proxy biography .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Total Compensation ($) | $683,925 | $634,035 | $528,600 |
| Base Salary ($) | Not disclosed | $300,000 | $300,000 |
| All Other Compensation ($) | Not disclosed | $9,000 | $9,000 |
| Perquisites (agg. <$10k) | Not disclosed | Yes | Yes |
Notes: Perquisites and other personal benefits aggregate did not exceed $10,000 for each NEO in presented years .
Performance Compensation
| Incentive Type | Metric | Target/Weighting | Actual/Payout | Vesting |
|---|---|---|---|---|
| Bonus RSUs (2024) | “Specified operating results” | Not disclosed | $219,600 fair value at vesting | Vested Dec 2024 |
| Preferred RSUs (2023 award for 2024) | “Specified performance targets for 2023” | 12,000 preferred RSUs | Not issued (no payout) | N/A |
| Preferred RSUs (2022 award for 2023) | “Specified performance targets for 2022” | 12,000 preferred RSUs | Vested in 2023 (value included in 2023 stock awards) | Vested in 2023 |
Company states it has not historically granted stock options and did not do so in 2024; awards are predominantly RSUs (including preferred stock RSUs) with performance-based vesting determined on annual financial results .
Equity Ownership & Alignment
| Category | Shares/Units | % of Class | Notes |
|---|---|---|---|
| Common Stock Beneficially Owned | 114,892 | 0.3% | Director and executive officer; sole voting/investment power unless noted |
| Series B Preferred Stock Beneficially Owned | 7,800 | 0.5% | Preferred holders separate class; dividends currently suspended since Dec 2023 |
| Vested vs. Unvested Equity (FYE 2024) | None outstanding | N/A | Proxy reports no outstanding equity awards for named officers at 12/31/2024 |
| Options (exercisable/unexercisable) | None historically | N/A | Company has not historically granted options; none in 2024 |
| Hedging/Pledging | Prohibited; limited pledge exception with pre-approval | Policy-based | Insider Trading Policy bans hedging, short sales, derivatives; pledging requires approval and financial capacity |
| Ownership Guidelines | Not disclosed | N/A | No ownership multiple disclosed in proxy |
Implication: With no outstanding unvested equity at FYE 2024, near-term vesting-related selling pressure from Mr. Chaudhry is limited, although executives may sell vested shares for diversification consistent with policy .
Employment Terms
| Term | Detail |
|---|---|
| Agreement Term & Renewal | Two-year term; auto-renews annually for one-year unless 90 days’ notice of non-renewal |
| Severance (without cause or material demotion) | Salary continuation for remainder of contractual term, but not less than 24 months; COBRA premiums for executive and dependents unless eligible elsewhere |
| Non-Compete / Non-Solicit | Prohibits competitive business and soliciting employees/customers during employment and for 12 months thereafter |
| Change-in-Control (Equity Plan) | One-year acceleration of vesting under Plan upon change in control (unless award terms provide otherwise) |
| Equity Award Timing Controls | RSUs historically granted early year; Committee assesses MNPI; three RSU awards to NEOs made two days before the 2023 Form 10-K filing; Company states awards not timed to MNPI |
Board Governance
- Board Service: Director since April 11, 2019; Co-CEO and Director as of Jan 1, 2025; not independent (executive officer) .
- Committee Roles: Member, Cybersecurity Subcommittee; not a member of Audit or Compensation Committees, which are composed entirely of independent directors .
- Board Operations: 5 Board meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; Cybersecurity Subcommittee met 4 times .
- Dual-role implications: Co-CEO + Director with an Executive Chairman structure; separation of Chair and CEO roles; key committees are independent, mitigating certain independence concerns .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR – Value of $100 Initial Fixed Investment | $44 | $24 | $58 |
| Net Income (Loss) ($000s) | $5,432 | ($48,674) | $7,851 |
| Revenue ($MM) | $138.8 | $117.1 | Not disclosed in proxy |
| Adjusted EBITDA ($MM) | $22.2 | $15.4 | Not disclosed in proxy |
Context: Management executed cost alignment in late 2023, targeting ~$18 million annualized free cash flow improvement (approx. $13 million realized in 2024), and suspended preferred dividends during liquidity enhancement efforts .
Director Service & Compensation (Board context)
- Committee Composition: Audit (Chair: Anne Busquet), Compensation (Chair: John Daly), Nominating & Governance (Chair: Cameron Munter), Cybersecurity Subcommittee reporting to Audit .
- Non-Employee Director Compensation: Cash retainers and RSUs; example FY 2024 totals include $98,700 for Audit Chair Busquet (cash + stock), with RSUs vesting in 25% increments beginning February 2025; executives do not receive these director retainers .
Related Party Transactions (Governance red flags context)
The proxy discloses related-party revenues (~$138k in 2024) with a physician spouse of the Executive Chairman, facility leases and upgrades with the Executive Chairman (rent ~$281k in 2024), and consulting arrangements with a director-entity; no related-party transactions are disclosed for Mr. Chaudhry personally .
Investment Implications
- Compensation alignment: Mr. Chaudhry’s pay mix leans toward base plus annual performance RSUs, with no outstanding equity awards at FYE 2024 and no stock options historically, limiting multi-year option alignment but reducing option repricing risk; near-term vesting-related supply appears muted post-2024 vesting .
- Retention and change risk: Two-year auto-renewing contract with minimum 24 months salary continuation on certain separations and COBRA support materially raises separation costs, which can stabilize leadership but potentially entrench management during transitions .
- Ownership “skin in the game”: Common ownership is ~0.3% and Series B preferred ownership ~0.5%, indicating modest direct equity alignment; policy prohibits hedging and pledging (with limited pledge exceptions), reducing misalignment risks from derivatives or collateralization .
- Governance: Executive Chairman plus Co-CEO/Director structure with independent Audit/Comp committees and separate Chair role addresses some independence concerns; cybersecurity oversight by Mr. Chaudhry aligns with operational focus on data security .
- Execution track record and signal: TSR and earnings whipsaw through 2022–2024 reflect strategic transitions and 2023 restructuring; management’s 2024 liquidity and cost actions, combined with ban on hedging/pledging and low unvested supply, may reduce forced-selling dynamics but require continued operational improvement to sustain positive TSR .
Monitoring recommendations: Track future RSU grant cadence relative to filings, any new outstanding awards, and Section 16 Form 4 activity; review 2025 pay decisions by the independent Compensation Committee and any change-in-control plan amendments; reassess TSR and adjusted EBITDA trends vs. performance-based vesting outcomes .