William Febbo
LifeMDAbout William Febbo
William Febbo (age 56) has served as a director of LifeMD since 2023 and brings 30+ years of experience building and managing health services and financial businesses, including as former CEO and director of OptimizeRx (Nasdaq: OPRX) from 2015 to 2024 . He is classified as a non‑independent director due to a consulting arrangement with LifeMD; he is not currently assigned to any Board committees . Attendance met company standards—no director attended fewer than 75% of applicable Board or committee meetings in 2024; the Board held 6 meetings during 2024 . The Board has no designated lead independent director; the CEO serves as Board Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OptimizeRx (Nasdaq: OPRX) | Chief Executive Officer; Director | 2015–2024 | Led digital health commercialization platform; provides LifeMD with operating and strategic insight from health tech leadership . |
| Plexuus, LLC | Founder; Chairman | 2015–2020 | Payment processing for medical professionals . |
| Merriman Holdings, Inc. | Chief Operating Officer | 2007–2015 | Assisted with capital raises across tech/biotech/cleantech/consumer/resources . |
| MedPanel, LLC | Co‑Founder; Chief Executive Officer | 1999–2015 | Market intelligence/communications for pharma, biomedical, and medical device industries . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MIT linQ (Massachusetts Institute of Technology) | Mentor and faculty | Since 2017 | Supports translational innovation programs . |
| Baldwin School of Puerto Rico | Board member | Since 2021 | Non‑profit/education board role . |
| Performance Health Systems (Private) | Board member | Since 2021 | Private company board . |
Board Governance
- Independence: Not independent under Nasdaq Rule 5605 due to consulting arrangements disclosed in Director Compensation; other non‑independent directors include Justin Schreiber and Robert Jindal (former) .
- Committees: Febbo is not listed on Audit, Compensation, or Nominating & Corporate Governance; Audit Chair is Roberto Simon; Compensation and Nominating Chairs are John R. Strawn Jr. .
- Meetings and attendance: 6 Board meetings in 2024; no director attended fewer than 75% of applicable meetings .
- Board leadership and executive sessions: CEO is also Board Chair; Board has no designated Lead Independent Director but can convene independent‑only sessions as needed .
- Anti‑hedging: Company policy prohibits directors from entering into hedging transactions (e.g., swaps, collars, exchange funds) .
Fixed Compensation
| Component | Amount/Terms | Period | Notes |
|---|---|---|---|
| Director cash fees | $0 disclosed for 2024 | FY2024 | Director Compensation Table shows no cash or equity recognized for Febbo in 2024 director compensation; compensation that year was delivered via a separate consulting equity program (see below) . |
| Director equity (appointment grant) | 75,000 restricted shares | Granted 6/20/2023 | 37,500 vested immediately; 37,500 scheduled to vest 6/20/2025 . |
| Director option | Option for 37,500 shares | Granted 6/20/2023; vests 6/20/2025 | Strike price $3.56 per share; listed in beneficial ownership footnote . |
Performance Compensation
| Award Type | Grant/Agreement | Shares / Strike | Vesting Schedule | 2024 Accounting Recognition |
|---|---|---|---|---|
| Consulting equity (restricted shares) | Consulting Services Agreement dated 5/30/2023 | 375,000 RS | Vested in quarterly installments from 8/30/2023 through 11/30/2024 | 250,000 shares issued in 2024 with aggregate fair value of $525,000 . |
| Director restricted shares | Director Agreement dated 6/20/2023 | 75,000 RS | 37,500 vested immediately; 37,500 vest 6/20/2025 | Outside 2024 director compensation table for Febbo; structure disclosed in Director Agreement . |
| Director stock option | Director Agreement dated 6/20/2023 | 37,500 options @ $3.56 | Vests 6/20/2025 | Reflected in beneficial ownership (presently not vested as of 4/23/2025) . |
- Performance metrics tied to director compensation: None disclosed for directors; awards are time‑based. Company’s performance metrics (Telehealth Net Revenue, Cash Rebilling Revenue, Telehealth Adjusted EBITDA) applied to executive bonuses, not directors .
Other Directorships & Interlocks
| Company | Public/Private | Role | Tenure | Notes |
|---|---|---|---|---|
| OptimizeRx (OPRX) | Public | Director | 2015–2024 | Former CEO; no interlocks with LifeMD committees disclosed . |
| Performance Health Systems | Private | Board member | Since 2021 | Health sector; private company . |
| Baldwin School of Puerto Rico | Non‑profit | Board member | Since 2021 | Education; non‑profit board . |
Expertise & Qualifications
- 30+ years scaling health services and financial businesses; prior CEO of a Nasdaq‑listed digital health company (OptimizerRx) .
- Founder experience in healthcare payments (Plexuus) and pharma/biomed insights (MedPanel) .
- Academic innovation engagement as MIT linQ mentor/faculty supports healthcare innovation and commercialization perspective .
Equity Ownership
| Category | Amount | Details |
|---|---|---|
| Total beneficial ownership | 517,500 shares | 1.17% of outstanding shares as of 4/23/2025 (43,968,450 shares outstanding) . |
| Direct/indirect common shares | 412,500 shares | Direct holdings . |
| Tailwinds, LLC | 30,000 shares | Shares held by Tailwinds, LLC over which Febbo has sole voting/dispositive power; granted under a consulting agreement between LifeMD and Tailwinds, LLC . |
| Options (exercisable or within 60 days) | 37,500 options | Strike price $3.56 per share . |
| Restricted shares vesting within 60 days of 4/23/2025 | 37,500 RS | Scheduled vesting from 2023 director grant . |
| Hedging/Pledging | Prohibited to hedge; no pledging disclosed | Company’s anti‑hedging policy applies to directors; no pledging noted in proxy . |
Related-Party Exposure and Conflicts
- Consulting agreement with LifeMD (5/30/2023): Investor relations and strategic business development services in exchange for 375,000 restricted shares vesting quarterly through 11/30/2024; 250,000 shares issued in 2024 valued at $525,000. This arrangement caused the Board to classify Febbo as not independent under Nasdaq rules .
- Tailwinds, LLC: 30,000 LifeMD shares held via Tailwinds, LLC tied to a consulting agreement between LifeMD and Tailwinds, LLC, with sole voting/dispositive power by Febbo .
RED FLAGS: Non‑independence due to consulting; large equity awards via consulting agreements rather than standard director retainer pathways; potential perceived conflicts given role in investor relations/business development while serving on the Board .
Director Compensation (FY2024 disclosure)
| Name | Fees Earned (Cash) | Stock Awards | Option Awards | Total |
|---|---|---|---|---|
| William Febbo | - | - | - | - |
| Note | Febbo’s 2024 compensation was recognized through the separate consulting equity program; see Performance Compensation table above . |
- Comparative director fee context (for governance benchmarking): Other non‑employee directors received quarterly cash fees and time‑based restricted stock grants in late 2024 with increased quarterly fees (e.g., Simon $19,602.50/quarter, Strawn $20,625/quarter, DiTrolio $15,312.50/quarter) and $140,000 annual restricted share awards vesting June 1, 2025, reflecting the company’s standard director compensation framework in 2024–2025 .
Board Engagement & Attendance
| Metric | 2024 |
|---|---|
| Board meetings held | 6 |
| Directors under 75% attendance | 0 |
| Lead Independent Director | None designated |
Governance Assessment
-
Strengths
- Deep operating experience in digital health commercialization and healthcare payments; brings commercialization and capital markets perspective to LifeMD’s telehealth strategy .
- Sufficient meeting attendance alongside full Board; aligns with minimum engagement standards .
- Anti‑hedging policy strengthens alignment and reduces risk of misaligned incentives .
-
Concerns / Watch‑items
- Not independent due to consulting arrangements; creates potential conflicts in areas like investor relations and strategy while serving as a director .
- Compensation structure deviates from standard director pay—meaningful equity delivered via consulting engagements (including Tailwinds, LLC) rather than typical retainers/committee fees; may raise shareholder scrutiny on pay governance and independence .
- No committee assignments despite sector expertise; reduces direct influence in oversight areas (audit/comp/nom‑gov) though this may be appropriate given non‑independence .
-
Overall implication for investor confidence: Febbo’s sector expertise and operating background are positives for strategic oversight, but ongoing or future consulting relationships and equity‑heavy compensation via non‑standard channels present governance optics and independence risks that investors should monitor, particularly for related‑party scrutiny and potential influence on strategic communications and business development .