Michael Vesey
About Michael Vesey
Michael Vesey, 63, is Chief Financial Officer of Forian Inc. (FORA) since September 2021, with prior CFO roles at Wayside Technology (Nasdaq: WSTG) and Majesco Entertainment; he holds a B.B.A. from Pace University, a Master of Finance from Penn State, and is a CPA . Proxy materials disclose 100% achievement of annual performance measures for 2023 and 2024, resulting in full cash bonus payouts, but do not specify TSR, revenue growth, or EBITDA metrics tied to pay . His compensation mix includes materially sized time-vested RSUs and options with multiyear vesting schedules, aligning retention with long-term equity value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Forian Inc. | Chief Financial Officer | 2021–present | Senior finance leadership at healthcare analytics firm |
| Wayside Technology (WSTG) | Chief Financial Officer | 2016–2021 | Led finance for tech solutions distributor |
| Majesco Entertainment | Chief Financial Officer | 2011–2016 | Finance leadership at digital entertainment publisher |
| Majesco Entertainment | Chief Accounting Officer | 2006–2011 | Oversaw accounting and reporting |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (paid) | $304,000 | $310,080 | $319,403 |
| Target Bonus % (contract) | 50% of base | 50% of base | 50% of base |
Salary rate changes (effective dates):
- 2023-04-03: $306,000 → $312,120
- 2024-04-01: $312,120 → $323,044
- 2025-04-01: $323,044 → $373,044
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Cash Bonus Achievement | 100% achieved | 100% achieved |
| Annual Cash Bonus Payout ($) | $156,060 | $161,522 |
| Performance Metrics | Company-wide and individual goals (not itemized) | Company-wide and individual goals (not itemized) |
| Vesting (cash bonus) | N/A (paid in cash) | N/A (paid in cash) |
Equity grant fair values (grant-date FV; time-vested unless noted):
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards FV ($) | — | $189,500 | $872,510 |
| Option Awards FV ($) | $545,412 | $500,363 | $332,010 |
Equity Ownership & Alignment
Beneficial ownership (as of April 25, 2025):
| Item | Value |
|---|---|
| Total beneficially owned shares | 704,305 (1.4% of 31,202,313 outstanding) |
| Direct/common shares | 67,432 |
| Options exercisable within 60 days | 636,873 |
| Pledged shares | No pledging disclosed in proxy (none noted) |
Outstanding equity awards and vesting (as of Dec 31, 2024):
| Grant Type | Grant Date | Shares/Units | Exercise Price | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| Option | 09/02/2021 | 350,000 | $10.62 | 09/02/2031 | 25% on 09/02/2022; 75% in 12 equal quarterly installments starting 12/02/2022 |
| RSU | 09/02/2021 | 40,000 | — | — | 4 equal annual installments starting 09/02/2022 |
| Option | 05/11/2022 | 200,000 | $2.98 | 05/11/2032 | 25% on 05/11/2023; 75% in 12 equal quarterly installments starting 08/11/2023 |
| Option | 02/13/2023 | 185,000 | $3.79 | 02/13/2033 | 25% on 02/13/2024; 75% in 12 equal quarterly installments starting 05/13/2024 |
| RSU | 02/13/2023 | 50,000 | — | — | 4 equal annual installments starting 02/13/2024 |
| Option | 01/12/2024 | 175,000 | $2.67 | 01/12/2035 | 25% on 01/12/2025; 75% in 12 equal quarterly installments starting 04/12/2025 |
| RSU | 01/12/2024 | 175,000 | — | — | 4 equal annual installments starting 01/12/2025 |
| RSU | 11/08/2024 | 200,000 | — | — | 4 equal annual installments starting 11/08/2025 |
Unvested RSUs at year-end 2024:
| Unvested RSUs | Count |
|---|---|
| From 09/02/2021 grant | 10,000 |
| From 02/13/2023 grant | 37,500 |
| From 01/12/2024 grant | 175,000 |
| From 11/08/2024 grant | 200,000 |
| Total unvested RSUs | 422,500 |
Alignment notes:
- Proxy states equity grants are primarily time-based to promote retention and align executives with stockholders; grants are not timed around MNPI releases .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment start date | September 2, 2021 (CFO) |
| Base salary (at hire) | $300,000, subject to annual review |
| Target annual cash bonus | ≥50% of base salary, subject to performance goals |
| Severance (Good Reason/Without Cause) | 12 months base salary plus any earned but unpaid bonus; restrictive covenants apply for corresponding period post-termination |
| Benefits/perqs | Reimbursement of reasonable expenses; paid vacation; health benefits |
| Change-of-control (equity) | Board may accelerate vesting/exercisability, assume/replace awards, cash out options, or terminate unexercised options; award agreements may include CoC acceleration terms |
| Non-compete / non-solicit | Restrictive covenants referenced; specific durations not disclosed |
| Clawback / hedging / pledging policies | Not disclosed in proxy |
Compensation Structure Analysis
- Cash vs equity mix: 2024 saw a significant increase in stock awards FV ($872,510) relative to prior years, while option FV decreased ($332,010), indicating a tilt toward RSUs and time-based equity versus options .
- At-risk cash: Target bonus fixed at 50% of base salary with full payout on 100% achievement in 2023 and 2024, confirming meaningful performance-contingent cash compensation .
- Equity vesting cadence: Multiple option grants vest quarterly through 2026–2028 and large RSU tranches vest annually from 2025–2028, supporting retention but potentially creating periodic selling pressure around vest dates .
Investment Implications
- Alignment: Large unvested RSU balance (422,500 units at 12/31/24) and ongoing quarterly option vesting create strong retention incentives and align Vesey’s economics with long-term equity value .
- Near-term supply dynamics: Annual RSU vesting starting 01/12/2025 (175,000) and 11/08/2025 (200,000), alongside continued option vesting, may increase tradable share supply around vest dates; monitor Form 4 filings for selling cadence. The proxy does not disclose pledging or hedging, reducing immediate alignment red flags .
- Contract risk: Severance at 1x base salary plus earned bonus is moderate and change-of-control outcomes on equity are Board-discretionary; absence of specified single/double-trigger detail suggests investors should review award agreements for acceleration risk in strategic transactions .
- Performance linkage: Full bonus payout on 100% achievement for 2023 and 2024 indicates bonuses are attainable; lack of disclosed metric detail (e.g., revenue/EBITDA/TSR) limits external assessment of pay-for-performance rigor .