Shane Biffar

About Shane Biffar

Shane Biffar (age 42) is Chief Compliance Officer and Deputy General Counsel at LifeMD, appointed in 2023 following his Employment Agreement effective June 20, 2023. He brings 15+ years of legal and regulatory compliance experience in telehealth, previously serving five years as General Counsel of Heuro Health and a decade in private practice; he holds a B.A. in Psychology (University of Maryland Honors) and a J.D. from Brooklyn Law School . Company performance context: cumulative TSR (value of $100 investment) was $29.71 in 2022, $105.61 in 2023, and $63.06 in 2024, with consolidated net loss of $(45.0)mm, $(17.8)mm, and $(18.7)mm respectively . Revenue and EBITDA trend (last 3 fiscal years) shown below.

Company performance (FY 2022–FY 2024)

Metric	FY 2022	FY 2023	FY 2024
Revenues ($)	119,033,520*	152,547,006*	212,453,838*
EBITDA ($)	(38,597,758)*	(13,313,857)*	(14,674,300)*

*Values retrieved from S&P Global.

Past Roles

Organization	Role	Years	Strategic Impact
Heuro Health (B2B telehealth)	General Counsel	~5 years prior to 2023	Led legal and compliance for a B2B telehealth platform, including marketing, CPOM, licensure, privacy, and fraud/abuse compliance .
Greenberg Traurig LLP; Day Pitney LLP; Blank Rome LLP	Litigation Associate	~10 years prior to in-house roles	Managed complex commercial litigation; foundational experience for risk management and dispute resolution .

External Roles

Organization	Role	Years	Strategic Impact
University of Maryland	Honors Program Graduate	—	Academic credentialing; analytical grounding supporting compliance leadership .
Brooklyn Law School	J.D.	—	Legal training for telehealth regulatory and corporate compliance .

Fixed Compensation

Year	Base Salary ($)	Target Bonus (%)	Actual Bonus Paid ($)	Notes
2024	267,500	30% (raised from 20% effective Apr 1, 2024)	134,400	2024 corporate bonus payout at 160% of target; ineligible for discretionary bonus due to seniority .

Performance Compensation

Metric	Weight	Threshold	Target	Maximum	2024 Actual	Payout (% of Target)
Telehealth Net Revenue	30%	25% reduction per $1mm below target	$135–$145mm	25% increase per $1mm above; discretionary at $150mm+	$158.4mm	200%
Telehealth Cash Rebilling Revenue	30%	25% reduction per $1mm below target	$100–$108mm	25% increase per $1mm above; discretionary at $112mm+	$119.8mm	200%
Telehealth Adjusted EBITDA	40%	25% reduction per $1mm below target	$0–$7mm	25% increase per $1mm above; discretionary at $11mm+	$7.4mm	100%
Total	100%	—	—	—	—	160%

Notes:

Definitions and reconciliation provided in Appendix A of proxy; Adjusted EBITDA is a non-GAAP measure .

Equity Ownership & Alignment

Beneficial Ownership (as of Apr 23, 2025)

Holder	Shares Beneficially Owned	% of Outstanding
Shane Biffar	40,000 (15,000 held directly; 25,000 restricted shares vesting within 60 days)	<1%

Outstanding Equity Awards (as of Dec 31, 2024)

Award Type	Unvested Shares (#)	Market Value ($)
Restricted Stock (service-based)	135,000	668,250 (at $4.95/sh)

Vesting Schedule Detail (service-based grants)

6/20/2023 grant: 15,000 vested 6/20/2024; 25,000 vest 6/30/2025; 35,000 vest 6/30/2026 .
11/25/2024 grant: 25,000 vest 11/25/2025; 25,000 vest 11/25/2026; 25,000 vest 11/25/2027 .

Hedging/Pledging and Ownership Policies

Anti-hedging policy: prohibits directors/officers/employees (and controlled entities) from hedging LifeMD securities (e.g., forwards, swaps, collars, exchange funds) .
Pledging: no pledging disclosure found; no explicit ownership guideline disclosure found in proxy .

Implications:

Upcoming vest dates (June/Nov 2025–2027) may create periodic selling windows; anti-hedging limits risk-mitigating strategies .

Employment Terms

Term	Detail
Agreement	Employment Agreement effective June 20, 2023; indefinite term; terminable with or without cause .
Base Salary	$230,000 at hire; increased to $280,000 effective Apr 1, 2024 .
Target Bonus	20% of base; increased to 30% effective Apr 1, 2024 .
Equity Grants	6/20/2023: 75,000 restricted shares (15k/25k/35k vesting across 2024–2026); 11/25/2024: 75,000 restricted shares vesting evenly over 2025–2027 .
Change-of-Control	All awards vest immediately and in full upon a Change of Control; vesting otherwise ceases on termination .
Severance	No severance amount disclosed in proxy for Biffar .
Clawback	Compensation Committee administers incentive compensation recovery policy (clawback) .
Non-compete/Non-solicit	Not disclosed for Biffar in proxy .

Investment Implications

Pay-for-performance alignment: 2024 bonus design keyed to Telehealth Net Revenue (30%), Cash Rebilling Revenue (30%), and Telehealth Adjusted EBITDA (40%); all exceeded target, with revenue KPIs at the 200% payout level, driving Biffar’s 160% total payout vs target ($134,400) . This structure ties incentives to growth and operating leverage (positive) but includes discretionary mechanics for other executives (Biffar excluded), which can introduce variability .
Retention risk and selling pressure: Multi-year RSAs with staged vesting through Nov 2027 provide retention hooks; upcoming vest dates (25k in Jun 2025 and Nov 2025; 35k in Jun 2026; 25k in Nov 2026; 25k in Nov 2027) could create episodic selling pressure, though the anti-hedging policy restrains risk-offsetting trades .
Alignment and ownership: Beneficial ownership is modest (<1%), with a significant portion of economic exposure in unvested RSAs (135k as of 12/31/24), suggesting alignment via future value rather than current ownership stake .
Contract protections: Double-trigger-style acceleration is not specified; change-of-control provides immediate vesting of awards (potential windfall), but severance terms for Biffar are not disclosed (neutral to uncertain) . Presence of clawback policy strengthens governance and mitigates misaligned risk-taking .
Company context: TSR volatility and continued net losses underscore execution risk; however, telehealth revenue growth, adjusted EBITDA improvements, and strategic focus (pharmacy integration, insurance acceptance, GLP-1 collaborations) provide tailwinds to KPI-linked compensation structures .

Appendix: Company TSR and Pay vs Performance (FY 2022–FY 2024)

Metric	FY 2022	FY 2023	FY 2024
Cumulative TSR – Value of $100 Investment ($)	29.71	105.61	63.06
Net Loss ($ in thousands)	(45,021)	(17,839)	(18,728)

All citations refer to LifeMD’s 2025 DEF 14A unless otherwise noted.