Adam Dublin
About Adam Dublin
Adam Dublin is Forian’s Chief Strategy Officer and a Class III director since March 2021; age 59; B.A. University of Iowa and M.A. Northwestern University . He is an entrepreneur and senior executive with 30+ years in healthcare information/technology, including executive leadership at WebMD (SVP, Strategy & Analytics) prior to its 2017 $2.8B sale to Internet Brands; VP Strategy & Corporate Development at IMS Health post-2011 acquisition of SDI Health (where he served as Chief Strategy Officer); and senior roles at NDCHealth and other healthcare analytics firms; he holds patents in encryption/de-identification enabling HIPAA-compliant data linkage and large-scale Real World Evidence platforms . As an executive director, Dublin is not independent under Nasdaq rules; all directors attended at least 75% of 2024 Board and committee meetings . Board-level compensation and insider policies include anti-hedging and anti-pledging, and an incentive compensation clawback adopted Oct 2, 2023, aligning pay outcomes with restatement risk .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| WebMD | SVP, Strategy & Analytics; executive leadership team | Until 2017 | Built HIPAA-compliant marketing science platform linking patient, demographics, and online behavior; contributed to corporate growth prior to 2017 $2.8B sale to Internet Brands (KKR) . |
| IMS Health (now IQVIA) | VP, Strategy & Corporate Development | From 2011 acquisition of SDI Health | Led strategy post-acquisition of SDI; supported growth in one of world’s largest healthcare information providers . |
| SDI Health | Chief Strategy Officer | Until 2011 acquisition by IMS | Executed multiple strategic acquisitions; patented encryption/de-identification enabling RWE platforms; scaled into third-largest U.S. pharma informatics firm . |
| NDCHealth | SVP, Corporate Key Accounts (P&L responsibility) | Not disclosed | Commercialized wholesale data assets; built new businesses in payer analytics, benefits administration, underwriting, consumer analytics . |
| MOR (Medical Outcomes Research Analytics LLC) | Co-founder; Chief Strategy Officer | Pre-2021; became Forian subsidiary | Developed strategy, data acquisition, partnerships, and M&A for MOR; precursor to Forian’s data capabilities . |
External Roles
No additional public company directorships or external board roles for Dublin are disclosed in the 2025 proxy; biography focuses on executive roles and patents rather than current external boards .
Fixed Compensation
- Dublin is not listed among Forian’s named executive officers for 2024/2023; the proxy discloses compensation for CEO Wygod, EVP/GC Spaniel, and CFO Vesey, but not Dublin; therefore base salary, bonus, and grant values for Dublin are not disclosed .
Performance Compensation
- The proxy provides performance bonus and equity award details for Spaniel and Vesey, but not for Dublin; Forian emphasizes time-based RSUs/options for retention with Board-determined goals; no Dublin-specific metric weightings, targets or payouts are disclosed .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Adam Dublin | 2,405,533 | 7.7% | Executive director; ownership includes direct and indirect interests per SEC rules . |
| Phyllis Dublin (Adam H. Dublin 2019 Family Trust) | 1,831,526 | 5.9% | Co-trustee; address provided; separate >5% holder disclosure . |
- Company policy prohibits hedging, short sales, publicly traded options, margin accounts, and pledges of Company stock; no pledging by Dublin is disclosed .
- No vested vs. unvested breakdown or option exercisability is disclosed for Dublin (NEO tables cover Spaniel/Vesey/Wygod) .
- Consortium for take-private: A group led by CEO Max Wygod, including inside directors Adam Dublin and Shahir Kassam‑Adams and related trusts, collectively owns ~63% and proposed $2.10 per share; Special Committee of independent directors formed to evaluate . The term sheet proposes treatment of equity awards: out-of-the-money options canceled; unvested RSUs assumed; vested RSUs paid merger proceeds .
Employment Terms
- Role start: Chief Strategy Officer and Class III director since March 2021 (closing of business combination) .
- Contract terms, severance, change-of-control specifics, non-compete/non-solicit for Dublin are not disclosed in the proxy/10-K; company-wide Plan allows award agreements to include CIC acceleration at Board discretion .
- Clawback policy effective Oct 2, 2023 covering erroneously awarded incentive compensation in the event of an accounting restatement .
Board Governance
- Board service history: Class III director since 2021; not independent under Nasdaq rules .
- Committee roles: Dublin is not listed as a member of Audit, Compensation, or Nominating committees; these committees are composed of independent directors (Audit: Banwell/Trotman/Vuori; Compensation: Adler/Banwell/Trotman; Nominating: Hajj/Varadhan) .
- Board attendance: All directors met at least 75% attendance in 2024; Board met seven times .
- Dual role implications: Dublin’s executive status plus directorship raises independence considerations; the take-private proposal explicitly triggered formation of an independent Special Committee to manage conflicts .
Director Compensation
- Employee directors, including the Chief Strategy Officer, do not receive director compensation; non-employee directors received only equity (options valued at $34,455; 15,000 shares at $3.14 exercise) in 2024 .
Related Party Transactions and Risk Indicators
- Dublin consulting agreement: prior consultant to a current vendor; consultancy ended Dec 11, 2020; runoff commissions paid post-end date were $189,516 (2024) and $317,722 (2023); Audit Committee oversees related-party transactions .
- Legal/integrity: No material legal proceedings or adverse events per Item 401(f) for directors/executives in past ten years .
- Insider reporting: The proxy identifies one late Form 4 for CFO Vesey; no Dublin-specific delinquent filings noted .
Investment Implications
- Alignment: Dublin’s 7.7% beneficial stake, combined with family trust ownership and participation in the take-private consortium, signals strong alignment with value realization, but concentrates voting power among insiders—heightening governance scrutiny and deal-process risk; the Special Committee’s independence is a mitigant .
- Retention and incentives: Absence of disclosed NEO-level pay details for Dublin limits granular pay-for-performance analysis; company-wide practices emphasize RSU/options and a restatement clawback; anti-hedging/anti-pledging policies reduce misalignment risk .
- Trading signals: The $2.10 per-share proposal sets an explicit reference price and outlines equity award treatment; monitoring Special Committee outcomes and any revisions/financing updates is critical for event-driven positioning .
- Governance flags: Related-party runoff commissions, while disclosed and overseen by the Audit Committee, warrant ongoing monitoring; combined roles of multiple insiders on the Board and the CEO/Chair structure increase independence concerns during strategic transactions .