Michael Scarola
About Michael Scarola
Michael Scarola is Chief Financial Officer of ContextLogic Holdings Inc. (LOGC), appointed effective June 30, 2025, with responsibilities including financial reporting, controls, and signing SOX 302/906 certifications as Principal Financial Officer . Scarola previously served at Altai Capital as CFO/COO/CCO since March 2011 and at KPMG in Financial Services Tax, and holds a B.S. in Commerce (Accounting & Finance) from the University of Virginia (2008); he is a Certified Public Accountant . Context during Scarola’s early tenure included a holding-company reorganization completed August 7, 2025 and focus on capital allocation and NOL preservation; Q2 2025 net loss narrowed to $5 million with $219 million combined cash and marketable securities, setting an efficient operating baseline .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Altai Capital | Chief Financial Officer; Chief Operating Officer; Chief Compliance Officer | March 2011–2025 (as of June 25, 2025) | Led non-investment functions across fund accounting, compliance, operations, legal, IT, investor relations |
| KPMG | Associate, Financial Services Taxation | Prior to March 2011 | Financial services taxation experience supporting technical accounting/tax rigor |
External Roles
- No public-company directorships or external board roles disclosed in LOGC filings or appointment materials for Scarola .
Fixed Compensation
| Component | Amount/Structure | Effective Date | Notes |
|---|---|---|---|
| Base Salary | $450,000 per year | June 30, 2025 | Per Offer Letter approved by Board |
| RSU Grant (Target Value) | $179,000 target value; number of shares = $179,000 ÷ average closing price over prior 30 trading days (Nasdaq + OTCQB), rounded down | June 30, 2025 | Time-based RSUs; see vesting schedule below |
| Indemnification Agreement | Executed in Company’s standard form | June 2025 | Consistent with other officers |
Performance Compensation
- No CFO-specific annual bonus target %, actual bonus, or PSUs/options for Scarola disclosed; RSUs are time-based without explicit performance metrics .
| Metric/Instrument | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Time-based RSUs (CFO new-hire grant) | N/A (time-based) | $179,000 grant-date target value | N/A | N/A | 50% vests Nov 15, 2025; 50% vests May 15, 2026, subject to continuous service |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership at 5/19/2025 Record Date | Scarola was appointed effective 6/30/2025 and was not included in the 5/19/2025 beneficial ownership table . |
| RSU Grant | Shares determined by $179,000 ÷ 30-day average closing price; time-based vesting (dates above) . |
| Options (Exercisable/Unexercisable) | No Scarola-specific option grants disclosed . |
| Pledging/Hedging | No pledging or hedging disclosures specific to Scarola; company-level transfer restrictions exist to protect NOLs (4.9% threshold) . |
| Ownership Guidelines | No executive stock ownership guideline disclosure specific to Scarola in available filings . |
Employment Terms
| Term | Detail |
|---|---|
| Start Date | Effective June 30, 2025 as CFO . |
| Contract/Offer Letter | Base salary $450,000; time-based RSUs with $179,000 target value; vesting on 11/15/2025 and 5/15/2026 . |
| Severance | Not disclosed for Scarola (Brett Just’s severance terms were disclosed separately upon resignation) . |
| Change-of-Control | Not disclosed for Scarola . |
| Clawback | Not disclosed in available filings . |
| Non-Compete/Non-Solicit/Garden Leave | Not disclosed in available filings . |
| Indemnification | Entered into standard indemnification agreement . |
| Section 16 Administration | Power of Attorney filing references Scarola in Section 16 administrative context (POA; not a Form 3 ownership statement) . |
| SOX Certifications | Signed SOX 302 and 906 certifications as Principal Financial Officer for Q3 2025 . |
Performance & Track Record (Context During Tenure)
| Metric | Q2 2025 |
|---|---|
| Net Loss ($MM) | $5 |
| Cash & Cash Equivalents ($MM) | $27 |
| Marketable Securities ($MM) | $192 |
| Consolidated Cash + Securities ($MM) | ~$219 |
| Total Liabilities ($MM) | $3 |
| G&A Spend in Q2 ($MM) | $7 (incl. $3 stock-based comp) |
- Strategic context: Reorganization completed Aug 7, 2025; LOGC implemented transfer restrictions to preserve NOLs ($2.9B disclosed post quarter-end) and repositioned for acquisitions and de novo operations .
Say-on-Pay & Shareholder Feedback
| Proposal | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| 2024 NEO Compensation (Advisory) | 11,802,132 | 1,814,848 | 107,241 | 4,894,461 |
Compensation Structure Analysis
- Shift toward guaranteed cash plus near-term time-based equity: Base salary ($450k) and RSUs vesting within ~11 months suggest emphasis on retention and administrative continuity rather than multi-year performance-linked pay .
- Absence of explicit CFO performance metrics (e.g., revenue, EBITDA, TSR) tied to 2025 compensation reduces pay-for-performance linkage, aligning more with stabilization during corporate reorganization .
- No evidence of option repricing or PSU structures for Scarola in disclosed filings; no clawback details surfaced in available documents .
Vesting Schedules and Potential Selling Pressure
| Award | Vest Date | Tranche | Condition |
|---|---|---|---|
| CFO RSUs | Nov 15, 2025 | 50% | Continuous service |
| CFO RSUs | May 15, 2026 | 50% | Continuous service |
- Implication: Near-term vesting dates could create event-driven liquidity windows; monitoring Form 4s around these dates is warranted once RSUs settle .
Risk Indicators & Red Flags
- No pledging/hedging or related-party transactions disclosed for Scarola in available filings .
- Governance controls: Scarola executes SOX certifications; internal controls and disclosure procedures affirmed in Q3 2025 10-Q .
- Company-level transfer restrictions to preserve NOLs may affect broader shareholder dynamics but are not specific to Scarola .
Investment Implications
- Alignment: Scarola’s compensation is anchored by fixed cash and short-dated time-based RSUs—useful for retention and operational execution amid reorganization, but with limited explicit performance linkage; investors should watch for future introduction of performance-based equity (e.g., PSUs) to strengthen pay-for-performance .
- Trading signals: Track upcoming RSU vesting dates (11/15/2025 and 5/15/2026) for potential insider transactions and liquidity events; absence of a Form 3/4 to date means ownership transparency will improve once filings commence .
- Execution risk: CFO responsibilities include maintaining controls and capital allocation across a holding company focused on acquisitions; improving loss trajectory and disciplined G&A spend provide early evidence of operational tightening, but success will hinge on accretive deal execution within NOL-preserving governance constraints .