Roberto Simon
LifeMDAbout Roberto Simon
Roberto Simon, age 50, has served as an independent director of LifeMD since 2020 and is the Audit Committee Chair and designated audit committee financial expert. He is currently Chief Financial Officer of Orveon LLC (since August 2024) and previously served as CFO of Norstella (2022–2024), WEX Inc. (2016–2022), and Revlon, Inc. (2014–2016), following senior finance roles at The Colomer Group (2002–2014). His board tenure includes strong finance and SOX implementation expertise, with noted contributions to capital allocation, financial reporting, planning, and budgeting at LifeMD .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Colomer Group | CFO | 2011–2014 | Senior finance leadership in multinational operations |
| The Colomer Group | VP Finance, Americas & Africa | 2008–2011 | Regional finance leadership |
| Revlon, Inc. | EVP & CFO | 2014–2016 | Global finance oversight; SAP process ownership |
| WEX Inc. (NYSE: WEX) | CFO | 2016–2022 | Led finance at a public fintech provider |
| Norstella | CFO | 2022–2024 | CFO of global pharma access solutions firm |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Orveon LLC | Chief Financial Officer | Aug 2024–Present |
| Norstella | Chief Financial Officer | 2022–2024 |
| WEX Inc. | Chief Financial Officer | 2016–2022 |
| Revlon, Inc. | EVP & CFO | 2014–2016 |
No other public company directorships disclosed in the last five years for Simon .
Board Governance
- Independence: Simon is independent under Nasdaq rules; audit and compensation committees are composed of independent directors .
- Committee assignments: Audit (Chair), Compensation (Member) .
- Audit committee financial expert designation: Yes .
- Attendance: Board met 6 times; Audit and Compensation met 9 times each; no director attended <75% of meetings in 2024 .
- Board leadership: Combined CEO/Chair, no lead independent director; independent-only sessions are encouraged ad hoc .
Fixed Compensation
| Component | Amount | Timing/Terms |
|---|---|---|
| Quarterly director fee | $19,602.50 per quarter | Effective as of Q3 2024 |
| Audit Chair RS grant | 6,162 RS | Granted 12-02-2024; vested immediately |
| Annual board RS grant | $140,000 RS (24,648 shares) | Granted 12-02-2024; vests 06-01-2025 |
| Additional RS grant | 30,000 RS | Granted 12-02-2024; vests 08-21-2025 |
| 2024 Director Compensation | Fees Earned (Cash) | Stock Awards (Fair Value) | Total |
|---|---|---|---|
| Roberto Simon | $54,205 | $397,697 | $451,902 |
Option grants: Company states it does not currently grant options to employees or directors; Simon has no options outstanding as of 12/31/2024 .
Performance Compensation
| Performance-Link | Metrics/Terms | Notes |
|---|---|---|
| None disclosed for directors | — | No director performance metrics tied to compensation were disclosed; director equity grants are time- or role-based (e.g., chair roles) . |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Exposure |
|---|---|---|
| None disclosed | — | No public company directorships disclosed; executive roles in beauty (Orveon), pharma access (Norstella), fintech (WEX), cosmetics (Revlon) could inform cross-industry perspectives without evident related-party exposure to LifeMD . |
Expertise & Qualifications
- Financial expert (audit committee): Extensive CFO experience across public and private companies; SOX controls implementation support noted by LifeMD .
- Domains: Capital allocation, financial reporting, planning, budgeting; Sarbanes-Oxley controls during LifeMD’s implementation .
- Strategic oversight: Audit oversight including internal control remediation and auditor transition activities .
Equity Ownership
| Holder | Directly Owned Shares | Unvested/Outstanding RS at 12/31/2024 | Beneficial Ownership % |
|---|---|---|---|
| Roberto Simon | 106,162 | 54,648 RS outstanding (includes 24,648 vesting by 06-01-2025 and 30,000 vesting 08-21-2025) | <1% |
| Beneficial Ownership Detail (as of 04/23/2025) | Shares |
|---|---|
| Shares counted toward beneficial ownership | 106,162 common + 24,648 RS vesting within 60 days = 130,810 total |
Anti-hedging: Company prohibits directors from hedging (e.g., collars, swaps); pledging policy not disclosed .
Insider Trades
| Filing Date | Transaction Date | Form | Security | Shares | Notes |
|---|---|---|---|---|---|
| 12-05-2024 | 12-02-2024 | Form 4 | RS (Audit Chair) | 6,162 | Vested immediately |
| 12-05-2024 | 12-02-2024 | Form 4 | RS (Board Service) | 24,648 | $140,000 grant; vests 06-01-2025 |
| 12-05-2024 | 12-02-2024 | Form 4 | RS | 30,000 | Vests 08-21-2025 |
Governance Assessment
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Strengths:
- Independent Audit Chair with deep CFO background; designated audit committee financial expert .
- Clear anti-hedging policy; director compensation predominantly in equity, supporting alignment .
- Strong attendance across Board and committees in 2024 .
-
Watch items / RED FLAGS:
- Internal control material weaknesses in ITGCs and business process controls (IPE) reported during 2023–2025; remediation oversight falls under Audit Committee chaired by Simon .
- Auditor resignation (Marcum) and transition to CBIZ CPAs, P.C. in April 2025; though no disagreements reported, transitions require heightened oversight by the Audit Committee .
- No lead independent director; combined CEO/Chair structure may dilute independent oversight; independent-only sessions are informal rather than structured .
- Board uses consulting arrangements with certain directors (e.g., Febbo, Jindal, Bhatia)—these directors were deemed non-independent, but they indicate broader governance culture risks even if not directly involving Simon .
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Compensation mix and alignment:
- 2024 total director compensation of ~$452K, with most value in RS rather than cash; quarterly cash fee increased materially in 2024 (from prior $7,500/quarter to $19,602.50/quarter), raising guaranteed cash component—monitor Y/Y cash vs equity trends .
- No performance-based metrics for director equity grants disclosed; grants are time-based or tied to role (e.g., audit chair), which is typical but provides limited direct pay-for-performance linkage for directors .
-
Conflicts/related-party exposure:
- No related-party transactions disclosed pertaining to Simon; related-party items involve other directors and family relationships, but not Simon .
Overall: Simon’s finance expertise and audit chair role are positives, but ongoing internal control weaknesses and an auditor transition require rigorous oversight. The absence of a lead independent director and increased cash fees dilute some governance alignment signals; director equity alignment remains a mitigating factor .