James Malone
About James Malone
James (Jim) Malone, age 76, has served as Chief Financial Officer (CFO) of Consensus Cloud Solutions (CCSI) since January 2022. He brings 20+ years of healthcare IT finance leadership, previously CFO at XIFIN (2015–2020) and earlier CFO roles at American Well (Amwell), Misys plc, and The TriZetto Group; he holds a B.S. in Accounting from St. Francis College and completed graduate study in Taxation at Pace University . Pay-versus-performance disclosure shows CCSI’s year-end 2022 total shareholder return (TSR) at $96 on a $100 baseline from the October 7, 2021 spin (peers $65); 2022 net income was $106.6M and organic revenue $355.6M .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| XIFIN, Inc. | EVP & Chief Financial Officer | 2015–2020 | Cloud-based health IT CFO leadership; scaled healthcare revenue cycle/diagnostics platform |
| American Well (Amwell) | Chief Financial Officer | n/d | CFO leadership at telehealth platform; healthcare domain expertise |
| Misys plc | Chief Financial Officer | n/d | CFO experience in healthcare software/services |
| The TriZetto Group | Chief Financial Officer | n/d | CFO for payer/provider IT solutions; healthcare focus |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| None disclosed in company proxy biographies | — | — | No public company directorships disclosed for Malone in executive officer biographies |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | 336,539 | 375,000 | 375,000 |
| All other compensation ($) | 23,600 | 24,810 | 26,377 |
Additional 2023 All Other Compensation breakdown: $18,210 insurance premiums and $6,600 company 401(k)/retirement contribution (total $24,810) .
Performance Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Non-Equity Incentive Plan Compensation (actual bonus, $) | 46,515 | 101,599 | 377,506 |
| Stock Awards (grant-date fair value under ASC 718, $) | 1,418,167 | 1,233,563 | 2,010,311 |
Performance Incentive Compensation (PIC) design and weighting:
- 2023 PIC metrics: Organic Revenue (50%) and Non-GAAP Net Income FY Budget (50%) .
- 2024 PIC metrics: Organic Revenue (33%) and Non-GAAP Net Income FY Budget (67%) .
2023–2024 equity grant specifics and vesting:
- 2023 RSU grant: 37,500 units; grant date fair value $937,500; vests 25% at 1-year, then 12.5% every 6 months (4-year schedule) .
- 2023 PSU grant: vesting tied to stock price hurdles ($26.88, $28.89, $31.06, $33.39) achieved for 20/30 trading days; 1-year minimum vesting delay; PSU grant valuation via Monte Carlo; max payout value $375,687 .
- 2024 RSU grant: 60,637 units; grant-date fair value $1,518,350; vests 25% at 1-year, then 12.5% every 6 months (4-year schedule) .
- 2024 PSU grant: vesting at price hurdles ($26.29, $27.61, $28.99, $30.44) for 20/30 trading days; no vest before 1-year anniversary; Monte Carlo grant-date fair value $491,961; “maximum” grant-date value assumption $572,656 .
PIC targets (dollars) vs salary context:
- 2023 PIC target $225,000; max $450,000 .
- 2024 PIC target $250,000; max $500,000 .
Equity Ownership & Alignment
| Ownership snapshot | Value/Count | Notes |
|---|---|---|
| Beneficial ownership (common shares) as of Apr 16, 2025 | 28,352 | <1% of 19,540,937 shares outstanding |
| Unvested RSUs at 12/31/2024 | 94,421 | Market value $2,252,885 at $23.86/share |
| Unearned PSUs at 12/31/2024 | 45,303 | Market/payout value $0; no price targets met by 12/31/2024 |
| Hedging/pledging | Prohibited | No hedging, no margin accounts, no pledging of company stock |
Outstanding equity award composition and vesting schedules (year-end 2024):
- RSUs outstanding reflect grants on Jan 10, 2022; Nov 10, 2022; Dec 7, 2023; and Dec 6, 2024, each vesting ratably over four years, with initial 25% cliff at 1-year (then semiannual tranches) .
- PSUs outstanding reflect performance-price tranches; 2023 and 2024 PSU awards include 1-year minimum vesting delay and specified price hurdles; none vested as of 12/31/2024 .
Stock ownership guidelines: not disclosed in cited proxy sections; clawback policy in place compliant with SEC Rule 10D-1/Nasdaq .
Employment Terms
| Term | Details |
|---|---|
| Start date | January 10, 2022 (appointed CFO) |
| Severance/COC | No individual severance or COC cash arrangements for NEOs; equity acceleration applies only if no substantially identical replacement awards and no comparable position offered upon change in control . |
| Retirement/death/disability treatment | Upon qualifying Retirement, death, or disability: RSUs vest in full; PSUs retain eligibility to achieve price hurdles for up to 36 months post-termination (subject to grant expiration and 1-year minimum from grant) . As of 12/31/2024, none of the NEOs were eligible for Retirement . |
| Clawback | Recoupment policy to recover incentive compensation after material restatement, generally covering prior 3 completed fiscal years, aligned with Rule 10D-1 . |
| Related party/hedging | Related Person Transaction policy in place; hedging, margining, and pledging transactions prohibited . |
Additional Governance and Shareholder Feedback
- Compensation Committee: Stephen Ross (Chair), Douglas Bech, Elaine Healy .
- Say-on-Pay approval:
- 2025 annual meeting: For 15,526,874; Against 763,634; Abstain 20,918; Broker non-votes 1,078,935 .
- 2024 annual meeting: For 13,249,516; Against 604,496; Abstain 14,966; Broker non-votes 1,249,975 .
Investment Implications
- Alignment and incentives: Malone’s 2024 pay mix is heavily equity-based (stock awards $2.01M vs salary $0.375M), with RSUs (75%) and PSUs (25%)—the latter tied to absolute price hurdles and a 1-year vesting delay—supporting multi-year alignment and reducing immediate sell pressure risk . PIC weighting shifted toward Non-GAAP Net Income in 2024 (67% vs 33% Organic Revenue), which heightens earnings-quality scrutiny but aligns to profitability execution .
- Retention and potential supply overhang: Large unvested RSU balance (94,421 units; $2.25M at YE 2024) vests through 2028 with semiannual tranches after the first anniversary; 2024 RSUs do not start vesting until Dec 2025, providing retention “hooks” but creating periodic liquidity windows as tranches settle .
- Change-in-control and severance risk: No cash severance/COC packages; equity treatment depends on replacement awards and comparable role at acquirer (effectively a contingent/double-trigger-like approach). This can temper takeover-related windfalls and limit event-driven payout risk .
- Ownership/pledging: Beneficial ownership is modest (<1%), but hedging and pledging are prohibited—mitigating misalignment and collateral-driven selling risks .
- Shareholder support: Strong Say-on-Pay approval in 2024 and 2025 suggests low near-term governance pressure on compensation structure .
- Track record context: Pay-versus-performance for 2022 shows TSR at $96 vs peers $65 since spin, with 2022 net income $106.6M and organic revenue $355.6M; continued alignment depends on execution against profitability (Non-GAAP net income) and organic growth targets embedded in PIC .