Norman Roth
About Norman Roth
Interim CFO and Corporate Controller (Principal Accounting Officer) of CareCloud, Inc. (CCLD). Appointed Interim CFO on January 17, 2024; age 69 as of year-end 2024; CPA and Certified Fraud Examiner with prior roles at Ernst & Young, WWOR‑TV, and forensic accounting . CareCloud’s Pay‑vs‑Performance disclosures show cumulative TSR value of a $100 initial investment declining to $58 by 2024 and net income improving to $7.9 million in 2024 from a $48.7 million loss in 2023, indicating operational recovery despite weak equity performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ernst & Young LLP | Audit; rose to Senior Manager | 1977–~1990 (13 years) | Led audit engagements; foundation in GAAP/controls |
| WWOR‑TV | Director of External Reporting, Treasury & Tax; later Business Manager | 1991–2002 | Oversaw reporting, treasury, tax; later broader business management |
| Forensic Accounting Practice | Forensic Accountant (accounting malpractice focus) | 2003–2014 | Expert analyses in complex accounting disputes |
| CareCloud, Inc. | Controller & Principal Accounting Officer | Sep 2014–Jan 2024 | Led external reporting and principal accounting functions |
| CareCloud, Inc. | Interim CFO (Principal Financial Officer) | Jan 17, 2024–present | Interim finance leadership; Sarbanes‑Oxley 906 certifications across 10‑K/10‑Qs |
External Roles
None disclosed (no public company directorships or external board roles identified for Roth) .
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Annual base salary rate ($) | 240,000 | Increased upon appointment as Interim CFO effective Jan 17, 2024 |
| Actual salary paid ($) | 243,308 | Includes amounts contributed to 401(k) |
| All other compensation ($) | 10,743 | Includes 401(k) match; excludes broad-based benefits < $10,000 |
| Perquisites | Not disclosed | Aggregate perquisites under $10,000 not reported |
| Option awards | None | Company has not historically granted stock options to executives; none in 2024 |
Performance Compensation
| Incentive Type | Metric(s) | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Preferred RSUs (Performance Bonus) | “Specified operating results” for 2024; company indicates adjusted EBITDA used to set incentive goals generally | Not disclosed | $183,000 value at vest (Dec 2024) | |
| Common RSUs (time/performance prior grants) | Prior grant vesting | Not disclosed | $20,545 value at vest (2024) | |
| Program design (context) | Adjusted EBITDA (non‑GAAP) used for incentive goal‑setting; net income correlated but not a formal metric | N/A | N/A | RSUs typically granted annually; performance determination at year‑end |
Multi‑Year Pay vs Performance (Company Context)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR: Value of $100 initial investment | $44 | $24 | $58 |
| Net Income (Loss) ($000s) | $5,432 | $(48,674) | $7,851 |
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Common shares beneficially owned | 98,975 | 0.2% of outstanding common shares |
| Series B preferred shares beneficially owned | 6,500 | 0.4% of Series B outstanding |
| Vested vs unvested | Not disclosed | Company states no outstanding equity awards for named officers at 12/31/2024 |
| Historical grants (since plan inception) | 138,800 common RSUs; 10,000 Series B RSUs | Cumulative awards under equity plan |
| Options exercisable/unexercisable | None | Company has not historically granted options to executives |
| Hedging/pledging | Hedging, short sales, derivatives, margin accounts prohibited; pledging generally prohibited with limited pre‑approved exception | Requests must be approved by Corporate Counsel or Interim CFO; no individual pledging by Roth disclosed |
Employment Terms
| Term | Disclosure |
|---|---|
| Role & appointment date | Interim CFO appointed Jan 17, 2024 |
| Contract term | Not disclosed for Roth (company has two‑year, auto‑renew agreements for CEO/Executive Chairman/President; former CFO had similar terms) |
| Severance (termination without cause/material demotion) | Not disclosed for Roth (CEO/Executive Chairman/President receive salary continuation for remainder of term, min 24 months, plus COBRA) |
| Non‑compete / non‑solicit | Not disclosed for Roth (12‑month restrictions for CEO/Executive Chairman/President) |
| Change‑of‑control (equity) | Equity plan provides one‑year acceleration of vesting upon change in control; awards subject to plan terms |
| Outstanding awards at FY‑end 2024 | None for named officers (limits CoC equity acceleration relevance near FY‑end 2024) |
Track Record, Value Creation, and Execution Risk
- Certifications: Roth executed SOX 906 certifications for FY 2023 and FY 2024 10‑Ks and multiple 2024–2025 10‑Qs, reinforcing principal financial officer accountability .
- Company outcomes: Net income swung from $(48.7) million in 2023 to $7.9 million in 2024; TSR remained depressed over the 2022–2024 window, reflecting limited market recognition of fundamentals and/or capital structure issues .
- Tenure/role risk: Status as Interim CFO through November 6, 2025 suggests ongoing transition/retention risk in finance leadership .
Related Party, Governance, and Risk Indicators
- Hedging/pledging: Robust prohibitions reduce misalignment/hedging risk; pledging exceptions subject to strict approval and financial capacity tests .
- Compensation governance: Compensation Committee comprised of independent directors; uses consultants and reviews incentive structure annually .
- Outstanding equity awards: None at FY‑end 2024 for named officers, lowering near‑term forced selling upon vest and reducing dilution overhang .
Investment Implications
- Alignment: Roth’s ownership is modest (0.2% common; 0.4% Series B), limiting direct “skin‑in‑the‑game” alignment but offset by RSU‑based incentives tied to operating results and general reliance on adjusted EBITDA targets .
- Selling pressure: 2024 performance RSUs vested in December 2024 and prior RSUs vested in 2024, but no outstanding awards at year‑end; near‑term insider selling pressure from upcoming vestings appears low, though sales for diversification can occur under the Insider Trading Policy .
- Retention risk: Interim status through late 2025 is a flag; absence of a disclosed personal employment agreement for Roth (unlike CEO/Executive Chairman/President) leaves severance/change‑of‑control specifics unclear, potentially increasing transition risk .
- Governance safeguards: Prohibitions on hedging/margin/pledging and the equity plan’s anti‑repricing language reduce red-flag risks; compensation oversight by independent committee is a positive .
- Performance linkage: Equity awards vesting upon achievement of operating results align pay with performance; 2024 net income recovery is notable, but TSR performance remains weak—investors should weigh improving fundamentals against market skepticism .