Marc Benathen

About Marc Benathen

Marc Benathen is Chief Financial Officer of LifeMD, appointed in 2021, with over 18 years of financial and operational leadership experience across consumer, technology, and media companies; he holds an undergraduate degree with Honors from Baruch College and serves as a director of the Baruch College Alumni Association and past Trustee of the Baruch College Fund . He is age 45 per the 2025 proxy and has served as CFO since February 2021, providing continuity through LifeMD’s pivot to a pure‑play telehealth and pharmacy platform . Performance context during his tenure includes cumulative Total Shareholder Return of 63.06 by FY2024 and 105.61 by FY2023 , alongside Q3 2025 results showing total revenue up 13% YoY to $60.2M and adjusted EBITDA up 20% to $5.1M; telehealth revenue was up 18% with telehealth adjusted EBITDA up 30%, and year‑to‑date telehealth adjusted EBITDA profitability up 294% versus prior year per management commentary .

Past Roles

Organization	Role	Years	Strategic Impact
Blink Holdings, Inc. (dba Blink Fitness)	Chief Financial Officer	2017–Jan 2021	National fitness company; led finance function during multi‑year growth
Blink Holdings, Inc. (dba Blink Fitness)	Vice President of Finance	2014–2017	Scaled finance operations supporting expansion
ANN, Inc. (NYSE)	Senior Manager, Corporate Finance	Dec 2010–Jan 2014	Women’s fashion retail; corporate finance leadership
Various (consumer, technology, media)	CFO, VP, Director	Prior to 2014	Senior management roles across six companies

External Roles

Organization	Role	Years	Strategic Impact
Baruch College Alumni Association	Director	—	Alumni leadership and governance
Baruch College Fund	Past Trustee	—	Charitable and alumni arm oversight

Fixed Compensation

Metric	2021	2022	2023
Base Salary ($)	297,917	378,750 (raised to $425,000 effective Apr 1; reduced to $382,500 effective Jul 1)	425,000
Target Bonus (%)	40% of base (per employment agreement)	40% of base	40% of base (per footnote)
Actual Bonus ($)	130,000	—	170,000
All Other Compensation ($)	—	10,820	13,728
Total Compensation ($)	4,855,790	1,387,320	2,600,566

Performance Compensation

Equity Awards and Vesting

Grant Date	Award Type	Shares	Vesting Schedule	Performance Metrics	Change-of-Control Treatment
Feb 4, 2021	RSUs	15,000	3,750 on 2/4/2021, 2/4/2022, 2/4/2023, 2/4/2024	Time-based	Not specified
Feb 4, 2021	Stock Options	200,000	Vests monthly over 36 months; $21.02 strike; expires 2/4/2031	Time-based	Not specified
Jan 27, 2022	RSUs	75,000	25,000 on grant; 25,000 on 1/27/2023; 25,000 (accelerated Jul 11, 2023)	Time-based	100% vest on CoC
Jan 27, 2022	PSUs	250,000	Over 5 years	Key revenue & EBITDA milestones and share price appreciation	100% vest on CoC
Jul 11, 2023 (Second Amendment)	Restricted Shares	125,000	50,000 on 1/1/2024; 75,000 on 1/1/2025	Time-based	100% vest on CoC; 25,000 prior RSUs accelerated
Jul 11, 2023 (Second Amendment)	Performance Restricted Shares	261,250	Over 4 years	Net revenue and adjusted EBITDA margin milestones for healthcare business	100% vest on CoC
Jul 11, 2023 (Second Amendment)	Restricted Shares (Personal Performance)	150,000	Over 2 years	Personal performance	100% vest on CoC
Jul 11, 2023 (Second Amendment)	Cancellation	(200,000 options; 250,000 PSUs)	Cancelled and replaced by above restricted/performance shares	—	—

Notable structural shift in 2023: cancellation of options and PSUs in favor of restricted stock and performance restricted shares, reducing option exposure and increasing guaranteed equity components .

Corporate Bonus Program (Company-wide, FY2024)

Performance Measure	Weight	Threshold (0%-75% payout)	Target (100% payout)	Maximum (125%-200% + discretion)	2024 Actual	Payout as % of Target
Telehealth Net Revenue	30%	25% reduction per $1M below target	$135–$145M	+25% per $1M above; discretionary ≥$150M	$158.4M	200%
Telehealth Cash Rebilling Revenue	30%	25% reduction per $1M below target	$100–$108M	+25% per $1M above; discretionary ≥$112M	$119.8M	200%
Telehealth Adjusted EBITDA	40%	25% reduction per $1M below target	$0–$7M	+25% per $1M above; discretionary ≥$11M	$7.4M	100%
Total	100%	—	—	—	—	160%

FY2024 NEO payouts were disclosed for other executives; Mr. Benathen was not listed as a 2024 NEO, but the program’s performance metrics indicate strong alignment to growth and profitability .

Equity Ownership & Alignment

Category	Detail
Beneficial Ownership (as of Apr 24, 2024)	227,314 shares; “*” indicates <1% of 40,888,346 shares outstanding
Outstanding Equity at FY2023	RSUs not vested: 128,750 ($1,067,338); Performance shares unearned: 411,152 ($3,409,263)
Options at FY2022	Exercisable: 128,704; Unexercisable: 71,296; Exercise price $21.02; Exp. 2/04/2031
Anti-Hedging Policy	Prohibits hedging (e.g., prepaid forwards, swaps, collars, exchange funds) by directors, officers, employees, and entities they control
Anti-Pledging (Awards)	Awards (other than fully vested/unrestricted shares) may not be pledged or encumbered under the plan

Insider Trading Activity (2025)

Date	Transaction	Shares	Price	Proceeds	Holdings After
2025-06-16	Sale (Open Market)	50,000	$14.01	$700,495	339,554
2025-06-17	Sale (Reported)	75,000	$13.46	$1,009,500	339,554 (post-series per article)
2025-08-22	PSU Vesting	87,000	—	—	426,554 (beneficial ownership increased)

Aggregated reports indicate two June 2025 sales totaling 125,000 shares and subsequent August 2025 performance share vesting; monitor Form 4 filings for precise sequencing and post‑transaction ownership updates .

Employment Terms

Term	Detail
Employment Agreement	Indefinite term; start Feb 4, 2021
Base Salary & Target Bonus	$325,000 base at hire; target bonus 40% of base
Severance	If terminated without cause: 6 months of then‑current monthly base salary plus continued benefits
Equity Incentives (2022 Amendment)	75,000 RSUs (25k grant + annual tranches) and 250,000 PSUs with revenue, EBITDA, and share price metrics over 5 years; immediate vesting on Change of Control
Equity Restructuring (2023 Second Amendment)	Cancellation of 200,000 options and 250,000 PSUs; replaced with 125,000 restricted shares (time‑based), 261,250 performance shares (net revenue & adjusted EBITDA margin), and 150,000 restricted shares (personal performance); accelerated vest of 25,000 prior RSUs; immediate vesting on termination without Cause or for Good Reason, or on Change of Control; forfeiture on termination for Cause

Performance & Track Record

Delivered Q3 2025 results citing telehealth revenue +18% YoY and telehealth adjusted EBITDA +30% YoY; consolidated revenue +13% to $60.2M and adjusted EBITDA +20% to $5.1M; CFO highlighted paying off all outstanding debt and divesting majority interest in WorkSimpli to strengthen liquidity .
Managed timing adjustments around revenue recognition corrections post data system migrations, with estimated cumulative impact of ~$4.6M (≈1.4% of cumulative revenue) across 2024 and H1 2025; company expected no material impact to guidance or cash position; CFO signed corresponding 8‑K .
Cumulative TSR rose to 63.06 by 2024, reflecting recovery from 2022 (29.71) and strength in 2023 (105.61) .

Compensation Structure Analysis

Year‑over‑year mix shifted materially from options/PSUs to restricted stock in 2023 via cancellation and replacement, lowering option optionality risk and increasing guaranteed equity—potentially reducing pay‑for‑performance sensitivity if performance thresholds are lenient .
Target bonus framework remains directly tied to operational metrics (Telehealth Net Revenue, Cash Rebilling Revenue, and Telehealth Adjusted EBITDA) with linear payout curves and discretion at high performance, aligning incentives with growth and profitability .
Change‑of‑control provisions provide immediate full vesting of awards (effectively single‑trigger for equity), increasing exit‑event value certainty for the executive .

Risk Indicators & Red Flags

Equity award modification/cancellation in 2023 (options and PSUs replaced with restricted/performance shares) should be assessed for potential repricing or dilution effects; the company states cancellation and replacement details explicitly .
Anti‑hedging policy prohibits hedging transactions, and plan restricts pledging of unvested awards; no disclosure of share pledging—positive alignment indicator .
Insider selling pressure observed in June 2025 totaling 125,000 shares at ~$13–$14 range; follow‑on PSU vesting in August increased ownership—monitor cadence around earnings and lockups for trading signals .

Equity Ownership & Alignment Details

Aspect	Assessment
Skin‑in‑the‑Game	Direct beneficial ownership of 227,314 shares as of Apr 24, 2024; continued vesting pipeline of RSUs and performance shares
Vested vs. Unvested	Significant unvested performance‑based awards (411,152 units at FY2023), creating ongoing alignment with revenue and margin milestones
Pledging/Hedging	Hedging prohibited; awards cannot be pledged; no pledging disclosed

Employment Terms and Severance Economics

Provision	Economics
Severance Multiple	6 months of base salary plus continued benefits upon termination without cause
CoC Treatment	Immediate vesting (100%) of awards on Change of Control; similar immediate vesting on termination without Cause or for Good Reason under 2023 Second Amendment
Non‑Compete / Non‑Solicit	Not specifically disclosed in cited sections; default plan transfer restrictions apply

Investment Implications

Pay‑for‑performance alignment: Incentives tied to telehealth revenue and adjusted EBITDA suggest management focus on scaling profitable growth; the 2024 bonus framework delivered 160% aggregate payout on strong revenue/rebilling and EBITDA, indicating upside sensitivity to outperformance .
Retention risk: Equity immediately vesting on CoC (and on certain terminations under the 2023 amendment) reduces lock‑in, while severance is modest (6 months), implying moderate retention risk in strategic transactions .
Trading signals: June 2025 insider sales (125,000 shares) around $13–$14 may create near‑term supply overhang; subsequent PSU vesting in August expanded ownership—monitor blackout windows and event proximity for repeat patterns .
Execution: CFO commentary underscores improving profitability, debt paydown, and platform focus (WorkSimpli divestiture); however, the revenue recognition corrections highlight systems transition risk that merits monitoring for control enhancements .