Lawrence Sharnak
About Lawrence S. Sharnak
Independent director at CareCloud, Inc. (CCLD) since April 2020; age 71. Sharnak spent 30+ years at American Express in senior leadership roles and founded several employee networks (Asian Network; Professional Orientation and Development Program; Consumer Card Diversity Team). He holds a BBA from the University of Massachusetts and an MBA from Babson College. He is independent under Nasdaq rules and currently serves on the Audit Committee, the Nominating & Corporate Governance Committee, and chairs the Cybersecurity Subcommittee. He is nominated for re‑election at the May 27, 2025 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Express | Senior leadership roles (multiple) | 30+ years | Founding sponsor of multiple employee networks (Asian Network; Professional Orientation and Development Program; Consumer Card Diversity Team) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cinch Board Services | Board of Advisors | Not disclosed | Current advisory role |
| Teach for America New Jersey | Director (prior) | Not disclosed | Former board seat |
| A+ for Kids | Director (prior) | Not disclosed | Former board seat |
| Consultants to Go | Director (prior) | Not disclosed | Former board seat |
| Boca Grove | Director (prior) | Not disclosed | Former board seat |
Board Governance
| Item | Detail | Evidence |
|---|---|---|
| Independence | Determined independent by Board under Nasdaq rules | |
| Committees (2024) | Audit (member); Nominating & Corporate Governance (member); Cybersecurity Subcommittee (Chair) | |
| Audit Committee composition | Anne M. Busquet (Chair), Lawrence S. Sharnak, John N. Daly | |
| Meetings held in 2024 | Board: 5; Audit: 5; Compensation: 4; Governance: 4; Cybersecurity: 4 | |
| Attendance | Each director attended at least 75% of Board and applicable committee/subcommittee meetings in 2024 | |
| Board size | 7 directors | |
| Leadership | Executive Chairman; Co-CEOs effective Jan 1, 2025 | |
| 2025 status | Nominee for re‑election at May 27, 2025 meeting |
Fixed Compensation
| Year | Cash Retainer (Fees Earned) | Committee Chair Fees | Meeting Fees | Notes |
|---|---|---|---|---|
| 2024 | $48,000 | N/A for Sharnak (Audit chair add'l retainer applies only to chair) | None (no per‑meeting fees) | Non‑employee directors receive a monthly retainer plus RSUs |
Performance Compensation
| Component | Detail | 2024/Status |
|---|---|---|
| Stock awards vested (director equity) | Value recognized in 2024 | $40,700 |
| RSUs outstanding (as of 12/31/2024) | Unvested RSUs at year‑end | 45,000 units |
| New RSU grant (Q3 2024) | 30,000 RSUs to each outside director; vest 25% increments over next two years beginning Feb 2025 | Granted Q3 2024; excluded from 2024 table because vesting began Feb 2025 |
| Equity program design | Annual RSUs to directors under policy; automatic initial/annual awards at director appointment and Q3 Board meeting | Policy confirms non‑employee director grants are automatic; Committee may not make discretionary grants to directors |
Other Directorships & Interlocks
- Current public company directorships: None disclosed in CareCloud’s director biography (current advisory role at Cinch Board Services only) .
- Compensation Committee interlocks: Compensation Committee consisted of John N. Daly and Cameron P. Munter in 2024; no interlocks involving Sharnak disclosed .
Expertise & Qualifications
- 30+ years of senior leadership at American Express; experience in large‑scale consumer finance operations and organizational leadership .
- Committee leadership in cybersecurity as subcommittee chair; active role in audit oversight as Audit Committee member (Audit Chair/financial expert is Anne M. Busquet) .
- Education: BBA (University of Massachusetts), MBA (Babson College) .
Equity Ownership
| As of | Beneficial Ownership (Common) | Percent of Class | Preferred Ownership | Notes/Policies |
|---|---|---|---|---|
| Mar 31, 2025 | 99,000 shares | 0.2% | None disclosed | Hedging, short sales, and pledging prohibited (pledging only by exception with pre‑approval) |
Additional compliance note: The company reported directors complied with Section 16(a) filing requirements during 2024; the only delinquency noted was for a former CFO (not a director), subsequently corrected .
Governance Assessment
-
Positives
- Independent director with multi‑committee service (Audit; Nominating & Governance) and chair of Cybersecurity Subcommittee, aligning him with financial reporting integrity and cyber risk oversight—key investor priorities .
- Attendance threshold met (≥75% of Board/committee meetings) and active board/committee cadence in 2024 (Board 5; Audit 5; Governance 4; Cybersecurity 4), indicating engagement .
- Equity alignment via annual RSUs; 45,000 RSUs outstanding and additional 30,000 RSUs granted in Q3 2024 with multi‑year vesting; 2024 equity value recognized $40,700, supporting long‑term alignment .
- Beneficial ownership of 99,000 common shares (0.2% of outstanding) enhances skin‑in‑the‑game for a small‑cap issuer .
-
Watch items / potential red flags (board‑level, not attributed to Sharnak)
- Related‑party transactions with Executive Chairman (office leases, facility upgrades; spouse physician client revenue) present ongoing governance sensitivity; board policy requires Audit Committee review/approval .
- 2024 consulting agreement with an entity owned by a Board member for investor relations services (later reduced) reflects a potential independence/perception issue; the filing does not attribute this arrangement to Sharnak .
- Executive leadership structure (Executive Chairman; Co‑CEOs effective 1/1/2025) can concentrate influence; mitigated by fully independent committees, including Audit where Sharnak serves .
No related‑person transactions were identified as involving Lawrence S. Sharnak in the proxy; the company’s hedging/pledging prohibitions reduce alignment risks for directors and officers .
Director Compensation (2024 detail)
| Metric | Value |
|---|---|
| Cash fees | $48,000 |
| Stock awards recognized (vested) | $40,700 |
| Total | $88,700 |
Policy notes: Non‑employee directors receive a monthly retainer plus RSUs; no meeting fees; Audit Committee chair receives an additional retainer (not applicable to Sharnak) .
Related-Party Exposure (Context)
- RPT Policy: Audit Committee reviews/approves any “Related Person Transaction” over $54,500; policy in place and written .
- 2024 RPTs highlighted: related‑party leases and facility upgrades with Executive Chairman; revenues from physician practice of Executive Chairman’s spouse; consulting arrangements with a former non‑independent director; investor relations consulting with a director‑owned entity (unnamed). None are attributed to Sharnak in the filing .
Summary Signals for Investors
- Strong governance contribution via Audit and Governance committees and chairing Cybersecurity; independence confirmed .
- Alignment through equity grants and meaningful personal share ownership; hedging/pledging prohibitions in place .
- Board‑level related‑party dealings persist (not involving Sharnak), warranting continued investor monitoring of committee oversight and disclosures .