Justin Schreiber
About Justin Schreiber
- Chairman and CEO of LifeMD (Chair since 2019; CEO since 2022; director since 2018). Age 42 (2025 proxy). Education: BS in International Business (Elizabethtown College) and BA in International Management (ICN École de management, Nancy, France) .
- Background: Founder/President of JLS Ventures (healthcare/tech investing and advisory); prior roles in healthcare consulting and foreign currency trading; former director at Quantum Computing Inc. (2018–2021) .
- Performance context: LifeMD’s pay-versus-performance table shows cumulative TSR since 12/31/2021 of $29.71 (2022), $105.61 (2023), and $63.06 (2024) per $100 initial investment; reported net loss of $45.0m (2022), $17.8m (2023), and $18.7m (2024, $ in thousands) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| LifeMD, Inc. | President | 2018–2021 | Led operating transition ahead of CEO role . |
| LifeMD, Inc. | Chairman of the Board | 2019–present | Board leadership and oversight . |
| LifeMD PR, LLC (subsidiary) | President | 2017–present | Oversight of PR subsidiary operations . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| JLS Ventures | Founder & President | N/A | Capital markets/investing in healthcare and technology . |
| Quantum Computing Inc. (Nasdaq: QUBT) | Director | 2018–2021 | Public company board experience in emerging tech . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 300,000 | 311,250 (reflects $315,000 effective 4/1/24) |
| Target Bonus % of Salary | 75% (per employment agreement) | 75% (per employment agreement) |
| Target Bonus ($) | N/A (not disclosed as dollar amount) | 236,250 |
| Non-Equity Incentive Plan Compensation ($) | 225,000 | 378,000 (160% payout) |
| Discretionary Bonus ($) | — | 102,000 |
| Stock Awards – Grant-Date Fair Value ($) | 355,000 | 260,000 |
| Total Compensation ($) | 888,803 | 1,063,459 |
Notes: 2024 equity grants included 50,000 restricted shares granted 11/13/2023 (vested 1/1/2024) and 50,000 restricted shares granted 8/20/2024 (vested immediately) .
Performance Compensation
| Metric (2024 Corporate Bonus Program) | Weight | Target Range | 2024 Actual | Payout as % of Target | Vesting/Notes |
|---|---|---|---|---|---|
| Telehealth Net Revenue | 30% | $135–$145m | $158.4m | 200% | Linear slope ±25% per $1m vs target; discretionary above $150m . |
| Telehealth Cash Rebilling Revenue | 30% | $100–$108m | $119.8m | 200% | Cash basis; discretionary above $112m . |
| Telehealth Adjusted EBITDA | 40% | $0–$7m | $7.4m | 100% | Linear slope ±25% per $1m vs target . |
| Total Payout | 100% | — | — | 160% | Schreiber received 160% standard payout plus $102k discretionary; total paid $480,000 (≈203% of target) . |
Program design: financial metrics aligned to growth and operating leverage (Net Revenue, Cash Rebilling Revenue, Adjusted EBITDA) with linear interpolation and upside to 200%+ with discretion for exceptional results .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 2,853,715 shares (6.49% of common) as of 4/23/2025 . |
| Ownership Breakdown | 2,625,721 shares via Schreiber Holdings, LLC; 200,000 personal; 27,994 held by children; Schreiber has sole voting/dispositive power over all listed shares . |
| Vested vs Unvested (12/31/2024) | No outstanding unvested awards reported for Schreiber as of 12/31/2024 . |
| Hedging/Pledging Policies | Insider Trading Policy prohibits hedging and derivative transactions by directors/officers/employees . |
| Equity Program Mix | Company states it does not currently grant stock options to employees or directors (emphasis on restricted stock) . |
| Plan Capacity | As of 12/31/2024: 3.566m outstanding awards; 1.941m remaining available under plan; authorization increased to 8.1m shares in 2024 (Third Amended & Restated 2020 Plan) . |
Potential overhang/dilution context is plan-level; not specific to Schreiber.
Employment Terms
| Term | Details |
|---|---|
| Employment Agreement | Effective 4/1/2022; indefinite term; terminable with/without cause . |
| Base Salary | $300,000 initially; increased to $315,000 effective 4/1/2024; increased to $500,000 effective 1/1/2025 (Second Amendment dated 12/24/2024) . |
| Target Bonus | 75% of base salary; Board discretion on amount . |
| Severance (without cause) | Six months of monthly base salary continuation . |
| Change-of-Control | 100% vesting acceleration of awards upon a Change of Control; First Amendment (11/13/2023) also contemplated a conditional 50,000-share grant linked to change-in-control timing . |
| Clawback | Compensation Committee administers incentive compensation recovery policy . |
| Benefits | Standard 401(k) with company match (vesting by second anniversary); medical/dental/vision and other welfare benefits . |
Board Governance
- Role and tenure: Chairman since 2019; CEO since 2022; director since 2018 .
- Dual-role implications: Board explicitly acknowledges combined Chair/CEO structure; no designated Lead Independent Director; independent directors can call executive sessions without management; Board continues to reassess optimal structure .
- Independence: Schreiber is non-independent; Board majority independent per Nasdaq rules; committee memberships comprised of independents (Audit Chair: Roberto Simon; Compensation Chair: John R. Strawn; Nominating/Governance Chair: John R. Strawn) .
- Attendance: In 2024, no director attended fewer than 75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- Anti-hedging: Policy prohibits hedging transactions by insiders .
Director Compensation (Context)
- Non-employee director compensation is primarily restricted stock and cash retainer; multiple directors had consulting arrangements compensated in restricted stock; not applicable to Schreiber as employee director .
Performance & Track Record
| Year | Cumulative TSR ($ per $100 since 12/31/2021) | Net Loss ($ thousands) |
|---|---|---|
| 2022 | 29.71 | (45,021) |
| 2023 | 105.61 | (17,839) |
| 2024 | 63.06 | (18,728) |
Context: Management and Compensation Committee state changes in “compensation actually paid” are generally aligned with TSR and net loss trends .
Related-Party Transactions and Red Flags
- Family employment: Brian Schreiber (relative of CEO) employed as Logistics & Fulfillment Advisor; compensation increased to $240,000 effective 5/1/2024; paid ~$151k in 2024 .
- Director consulting: Multiple then-directors (e.g., Febbo, Jindal, Bhatia) provided investor relations/strategic services for restricted stock; could raise independence optics concerns though independence determinations reflect these arrangements .
- Litigation costs: 2024 included class action “Marden v. LifeMD, Inc.” related to alleged unauthorized disclosures and an executive separation agreement; prior cases included William Blair LLC and Harborside Advisors LLC matters .
- Internal controls: Reported material weaknesses in ITGCs and business process controls/IPE through 4/24/2025 transition from Marcum to CBIZ CPAs P.C. .
Compensation Structure Analysis
- Increased guaranteed comp: CEO base raised from $315k (2024) to $500k effective 1/1/2025, increasing fixed pay portion .
- Equity mix: Company states it is not currently granting options, favoring restricted stock—lower risk to executive versus options; several executives/directors had option cancellations exchanged for RS (e.g., CTO)—signals toward RSU/RS-heavy program .
- Pay-for-performance: 2024 bonus metrics tied to Telehealth growth and profitability; payout at 160% plus CEO discretionary bonus ($102k) following outperformance on revenue metrics and target-level EBITDA .
Equity Grant and Vesting Cadence (CEO)
| Date | Instrument | Quantity | Vesting |
|---|---|---|---|
| 11/13/2023 | Restricted Shares | 50,000 | Vested 1/1/2024 . |
| 8/20/2024 | Restricted Shares | 50,000 | Vested immediately on grant . |
Implication: Near-term vesting events can create potential selling windows; monitor Forms 4 around vest dates and trading windows (policy prohibits hedging) .
Equity Ownership & Alignment Details (as of 4/23/2025)
| Holder | Shares | % Outstanding |
|---|---|---|
| Justin Schreiber (includes entities/children as noted) | 2,853,715 | 6.49% . |
Say-on-Pay & Shareholder Feedback
- 2024 proxy included a triennial non-binding say-on-pay proposal; Board asserts pay-for-performance alignment; specific approval percentages not disclosed in proxy excerpt .
Investment Implications
- Alignment: Schreiber holds 6.49% of outstanding shares, providing strong equity alignment. Bonus metrics emphasize telehealth growth and adjusted EBITDA; 2024 results achieved maximum payouts on revenue metrics and met EBITDA target, supporting pay-performance linkage .
- Governance risk: Combined CEO/Chair with no Lead Independent Director; multiple historical director consulting arrangements; family employment; and disclosed control weaknesses may weigh on governance quality—monitor remediation progress and committee oversight .
- Compensation trend: 2025 CEO base increase to $500k raises fixed cost; equity program relies on restricted stock with change-in-control single-trigger acceleration—could create sale incentives; monitor future equity awards and any plan usage/dilution .
- Trading signals: Watch for Form 4 activity around vesting windows and post-earnings trading windows; anti-hedging policy in place, but discretionary bonuses and immediate-vesting grants (Aug 2024) suggest episodic liquidity events may occur .