Max Wygod
About Max Wygod
Executive Chairman, Chief Executive Officer and President of Forian Inc. (FORA). Age 37, director since March 2021; CEO and President since February 2023 . Education: B.A. Duke University and M.B.A. in Finance and Entrepreneurship from NYU Stern . Under his leadership, Forian sold BioTrack in 2023 and acquired Kyber Data Science in October 2024 to expand into financial services analytics . FY 2024 continuing operations delivered $20.15 million in revenue, Adjusted EBITDA of $0.49 million, and a net loss from continuing operations of $3.77 million, reflecting higher data licensing costs and strategic transaction expenses . The company restated 2023 financials due to ASC 606 application, increasing cumulative revenues by $1.7 million and net income by $1.5 million, and disclosed material weaknesses in internal controls, which are being remediated .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Medical Outcomes Research Analytics (MOR) | Co-founder; Manager | 2019–Feb 2021 | Built healthcare data analytics foundation that became Forian |
| Wygod & Co. LLC | Led investment strategy | Not disclosed | Focused on private/public healthcare investments |
| WebMD Health | Vice President, Business Development; seven-year veteran | 7 years; sale completed in 2017 | Contributed to WebMD’s strategic growth and sale to KKR’s Internet Brands in 2017 |
External Roles
No current external public company directorships disclosed for Max Wygod beyond Forian .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus Paid ($) |
|---|---|---|---|
| 2024 | 75,000 | Not disclosed | 0 |
| 2023 | 75,000 | Not disclosed | 0 |
Notes:
- Wygod’s employment is at-will under a March 25, 2020 offer letter; base salary set at $75,000 .
Performance Compensation
Equity Awards (CEO)
| Grant Type | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSUs | Feb 13, 2023 | 200,000 | 758,000 (reported as 2023 stock awards) | Four equal annual installments beginning Feb 13, 2024 |
Vesting schedule detail:
- 50,000 units vest on Feb 13 each year from 2024–2027 .
No option grants reported for Wygod in 2023–2024; outstanding options table shows none for Wygod .
Performance metrics and weightings tied to CEO compensation were not disclosed; non-equity incentive plan payments were $0 for Wygod in 2023 and 2024 .
Equity Ownership & Alignment
| Holder | Beneficial Ownership (Shares) | % of Class | Key Components |
|---|---|---|---|
| Max C. Wygod | 4,138,730 | 13.3% | 1,144,572 direct; 1,489,576 Wygod Family Revocable Trust; 1,541,733 Administrative Trust (incl. 500,834 shares issuable upon conversion of Notes); 62,849 Estate of Martin J. Wygod |
| Directors & Executive Officers (11 individuals) | 11,352,375 | 34.3% | Aggregated insider holdings |
| Shares Outstanding (Record Date Apr 17, 2025) | 31,202,313 | — | Reference for % calculations |
| Unvested RSUs (Wygod) | 150,000 units; market value $309,000 as of Dec 31, 2024 | — | Vests 2025–2027 |
Alignment considerations:
- Anti-hedging/pledging: Company policy prohibits short sales, public options, hedging transactions, margin accounts and pledges by directors/officers, enhancing alignment with shareholders .
- Ownership structure includes trust holdings and shares issuable upon Note conversion, indicating significant long-term stake and potential influence on capital decisions .
Employment Terms
- Offer letter dated March 25, 2020: Base salary $75,000; grant of MOR Class B profits interests; at-will employment; upon termination, entitlements limited to earned salary, reimbursable expenses, and plan benefits (no severance multiple or bonus guarantees) .
- Clawback policy: Board adopted an incentive compensation recoupment policy effective October 2, 2023 to recover erroneously awarded incentive-based compensation in the event of accounting restatements .
- Equity Plan change-of-control: Upon change of control, Board may accelerate vesting/exercisability, assume/replace awards, cash-out options, or terminate unexercised options; no automatic single/double-trigger specified in the plan summary .
- Insider trading policy: Strict prohibitions on hedging, pledging, margin accounts and option transactions by insiders .
Board Governance
- Roles: Executive Chairman and CEO; not independent per Nasdaq rules .
- Committees: Audit (Banwell—Chair; Trotman; Vuori), Compensation (Trotman—Chair; Adler; Banwell), Nominating & Corporate Governance (Varadhan—Chair; Hajj) . Wygod does not serve on committees.
- Board activity: Board met seven times in 2024; all directors attended ≥75% of board and committee meetings .
- Special Committee: In August 2025, the Board established a Special Committee of independent directors to evaluate a go‑private proposal led by CEO Max Wygod .
- Director compensation: Employee-directors (including Wygod) receive no board fees; non-employee directors received options valued at $34,455 in 2024 (15,000 shares at $3.14 exercise price) .
Related Party and Transactions
- Go-private proposal: On August 25, 2025, a consortium led by CEO Max Wygod proposed acquiring the minority public float for $2.10 per share in cash, a ~19% premium to the Aug 22, 2025 close, with the consortium beneficially owning ~63% of common stock; contingent on financing, employment agreements, and Special Committee approval .
- Beneficial ownership via trusts: Max Wygod Dynasty Trust holds 3,645,399 shares with Anthony Vuolo as trustee; Wygod disclaims beneficial ownership of those trust shares despite trustee control dynamics in disclosures .
- Other related transactions disclosed involve other executives/directors (e.g., Dublin consulting and Veritas license), not Wygod personally .
Risk Indicators & Red Flags
- Dual role concentration (Executive Chairman + CEO) with non-independence; mitigated by committee independence and establishment of a Special Committee for conflicted transactions .
- Material weaknesses in internal control over financial reporting disclosed for payables controls and ASC 606 revenue controls; 2023 restatement of certain periods .
- Data vendor disruptions/terminations in 2024 and anticipated exit by a vendor in 2026, increasing cost/availability risk for core data assets .
- Senior legal officer (EVP/GC) resignation effective May 23, 2025, potentially elevating legal/contract transition risk .
Compensation Structure Analysis
- Cash vs equity mix: Minimal cash salary ($75k) and no cash bonus in 2023–2024, with compensation concentrated in RSUs granted in 2023, indicating high at-risk/equity-based pay .
- Shift to RSUs over options: CEO compensation utilizes RSUs; no options outstanding for the CEO, which lowers downside risk relative to options but remains performance-tied through time vesting .
- Plan share reserve expansion: 2025 stockholders approved increasing the 2020 Equity Incentive Plan reserve by 4,000,000 shares to 10,400,000, supporting ongoing equity-based compensation and potential dilution .
Vesting Schedules and Insider Selling Pressure
- CEO RSUs: 200,000 units granted Feb 13, 2023; 50,000 vest annually on Feb 13, 2024–2027; 150,000 unvested units remained at year-end 2024 with a $309,000 market value .
- Policy constraints: Anti-hedging/pledging policy reduces risk of monetization through derivatives or collateralized lending but tax withholding on vest may lead to net share settlements, as evidenced by a delinquent Form 4 for CFO (not CEO) related to tax withholding settlement mechanics .
Director Compensation (Board Service)
- Employee directors (including CEO/Executive Chairman) receive no cash retainer; non-employee directors receive annual equity (options to purchase 15,000 shares at $3.14), with 2024 grant fair value of $34,455 per director .
Investment Implications
- Alignment: CEO’s 13.3% stake and low cash salary align incentives with equity value creation; anti-hedging/pledging policy further aligns behavior with long-term shareholders .
- Governance risk: Dual Chairman/CEO role and leading a go‑private bid heighten conflict-of-interest concerns; Special Committee oversight and high insider ownership (~34% group; ~63% consortium) can tilt outcomes, potentially limiting minority-holder leverage .
- Dilution and supply: Plan share increase and scheduled RSU vesting (50k annually through 2027 for CEO) imply ongoing equity supply; monitor equity grant practices post-2025 approval .
- Execution risk: Control environment remediation and data vendor transitions are critical to restoring operating leverage and margins; FY 2024 margin compression due to licensing costs underscores sensitivity to data sourcing .
- Event-driven trading: The $2.10 per share take-private indication at a ~19% premium offers a tactical floor subject to financing and Special Committee approval; absence of certainty and insider control dynamics suggest careful positioning around deal risk .
Citations:
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