Mahmud Haq
About Mahmud Haq
Founder of CareCloud (2001), Executive Chairman since January 2018; previously CEO and Chairman through 2017. Age 65; BS in Aviation Management (Bridgewater State College) and MBA in Finance (Clark University). Prior roles include senior executive positions at American Express, including VP Risk Management for Global Collections (1994–1996), and CEO/President of Compass International Services Corporation (1997–1999) . Company performance context: cumulative TSR value of an initial $100 investment fell to $24 in 2023 and improved to $58 by 2024; net income swung from a $48.7M loss in 2023 to $7.9M profit in 2024, with the company noting net income correlates with adjusted EBITDA used in incentive goal-setting .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CareCloud, Inc. | Founder; CEO & Chairman; Executive Chairman | 2001–2017 (CEO/Chair); 2018–present (Exec Chair) | Founded company; transitioned from CEO to Executive Chairman in 2018 . |
| American Express | Senior executive; VP Risk Management, Global Collections | 1985–1996 (VP 1994–1996) | Led risk management in global collections; multiple senior roles . |
| Compass International Services Corp. | CEO & President; Director | 1997–1999 | Ran outsourced services company; served on its Board . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Compass International Services Corp. | Director | 1997–1999 | Board service concurrent with CEO/President role . |
Board Governance & Committee Roles
- Executive Chairman of the Board; not listed among independent directors. Independent directors are Anne Busquet, John N. Daly, Cameron P. Munter, and Lawrence S. Sharnak under Nasdaq rules .
- Committee assignments (FY 2024): Haq serves on the Board (Chair), no committee memberships. Audit (Chair: Busquet), Compensation (Chair: Daly), Nominating/Governance (Chair: Munter), Cybersecurity Subcommittee (Chairs: Munter/Sharnak) .
- Board structure/operations: 7 directors; Board met 5 times in 2024; all directors attended at least 75% of Board/committee meetings; Audit met 5x, Compensation 4x, Nominating/Governance 4x, Cybersecurity 4x .
- Dual-role implications: While the Executive Chairman role is separate from the Co-CEOs (as of 1/1/2025), related-party dealings (see below) heighten independence and conflict considerations; committees are composed entirely of independent directors .
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Base Salary | $300,000 | $300,000 |
| Bonuses (see footnote) | $300,960 | $219,600 |
| Stock Awards (RSUs) | $24,075 | $0 |
| All Other Compensation | $22,697 | $28,212 |
| Total | $647,732 | $547,812 |
Note: 2024 “Bonuses” were awarded for achieving specified operating results and delivered in shares that vested in December 2024 and are valued at fair value as of vesting; 2023 included preferred RSUs for prior-year performance. The company states it uses adjusted EBITDA when setting incentive goals .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout/Value | Vesting |
|---|---|---|---|---|---|---|
| Annual performance bonus (2024) | “Specified operating results” (company indicates adjusted EBITDA is used in setting goals) | Not disclosed | Not disclosed | Achieved (basis for bonus grant) | $219,600 | Awarded in shares; vested Dec 2024 |
| Performance RSUs (2023 cycle) | Performance targets for 2023 (preferred RSUs) | Not disclosed | Not disclosed | Not achieved/issued for Haq | $0 issued (12,000 PRSUs were awarded but not issued) | N/A |
| Performance RSUs (2022 cycle) | Performance targets for 2022 (preferred RSUs) | Not disclosed | Not disclosed | Achieved | Included in 2023 stock award values | Vested in 2023 |
Additional design features: Company historically grants RSUs annually, typically determined at start of year and vest based on annual goals to minimize MNPI timing risk; options are not historically used and none granted in 2024 . Compensation Committee may retain independent consultants per charter .
Equity Ownership & Alignment
| Ownership Item | Value |
|---|---|
| Common Stock Beneficially Owned | 5,034,520 shares (11.9% of outstanding) |
| Series B Preferred Stock Beneficially Owned | 11,960 shares (0.8% of class) |
| Shares Outstanding (Common) at Record Date | 42,321,129 (for ownership % context) |
| Outstanding Equity Awards (FYE 2024) | None for named officers (no unvested awards) |
- Hedging/pledging: Policy prohibits short sales, derivatives, hedging, and holding in margin accounts; pledging is prohibited except by pre-approved exception with demonstrated capacity to repay; Rule 10b5‑1 trading plans are permitted .
- Historical equity award totals under Equity Plan (granted since inception through 12/31/2024): Haq received 255,000 common RSUs, 72,000 Series A PRSUs, 36,000 Series B PRSUs (grants; not indicative of current outstanding) .
Employment Terms
| Term | Provision |
|---|---|
| Agreement Term | 2 years; auto-renews annually unless 90 days’ notice of non-renewal |
| Severance (no cause/material demotion) | Salary continuation for remainder of term, but not less than 24 months; Company-paid COBRA for executive and dependents during severance (ceases upon eligibility elsewhere) |
| Non-compete | During employment and 12 months post-termination |
| Non-solicit | During employment and 12 months post-termination |
| Change-in-control equity treatment | Plan-level: one-year acceleration of vesting for outstanding awards upon change in control (subject to award terms) |
Related-Party Transactions and Conflicts (Governance Red Flags)
| Item | 2023 | 2024 |
|---|---|---|
| Revenues from physician (spouse of Executive Chairman) | $125,000; A/R $18,000 at year-end | $138,000; A/R $13,000 at year-end |
| Rent paid to Executive Chairman for facilities | $256,000 | $281,000 |
| Company-funded upgrades to related facilities | ~$1.8 million | ~$979,000 |
| Lease ROU asset tied to related-party leases (year-end) | $331,000; current/non-current lease liabilities $182,000/$142,000 | $550,000; current/non-current lease liabilities $181,000/$367,000 |
| Temporary advance to Executive Chairman (land purchase; repaid) | $330,000 (advanced and repaid in 2023) | — |
| Security deposits held by Executive Chairman (corporate office leases) | ~$16,000 | ~$16,000 |
| VIE formed by spouse (talkMD Clinicians, PA) | Cumulative taxes paid ~$6,000; no operations as of 12/31/2024 | Cumulative taxes paid ~$6,000; no operations as of 12/31/2024 |
Policy: Related-person transactions (>~$54.5K) require Audit Committee review/approval; Company maintains a written policy .
Performance & Track Record (Company-Level)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 investment (TSR) | $44 | $24 | $58 |
| Net Income (Loss) ($000s) | $5,432 | ($48,674) | $7,851 |
- The company notes net income is correlated with adjusted EBITDA, which is used in setting goals in the incentive compensation program .
- Pay-versus-performance disclosure is prescribed by SEC rules and not necessarily the metrics the Compensation Committee uses to set pay .
Compensation Committee Oversight
- Members (2024): John N. Daly (Chair), Cameron P. Munter; both non-employee, independent directors .
- Charter: administers incentive and equity plans, may retain independent compensation consultants, and conducts annual self-evaluations .
- Activity/meetings: Compensation Committee met four times in 2024 .
Investment Implications
- Alignment and insider supply: Haq’s 11.9% common ownership is a strong alignment signal; with no outstanding equity awards at FY-end, there is limited near-term vest-driven selling pressure. Insider trading is governed by a strict policy (hedging/pledging prohibited absent exception; 10b5‑1 permitted) .
- Pay for performance: 2024 bonus was equity-delivered and tied to operating results, consistent with the company’s practice of using adjusted EBITDA in goal-setting, but specific targets/weights were not disclosed—limiting external assessment of rigor .
- Retention/transition: Employment terms are protective (minimum 24 months of severance cash plus COBRA), which lowers near-term departure risk but raises cost of change and may dampen flexibility in leadership transitions .
- Governance overhang: Multiple related-party transactions with the Executive Chairman (facility leases, upgrades, customer revenue via spouse, VIE) create recurring conflict-of-interest optics; reliance on independent committees and policy controls is critical for investor confidence .
- Board structure: Separation of Executive Chairman and Co-CEOs (since Jan 1, 2025) and fully independent Audit/Comp/Governance committees mitigate some dual-role concerns; attendance and committee activity indicate functioning oversight .
- Performance trend: Return to profitability in 2024 and improved TSR versus 2023 are positives; sustained improvement and clearer disclosure of incentive metrics would strengthen pay-performance credibility with shareholders .