Dallas Scrip
About Dallas Scrip
Dallas Scrip (age 43 as of the July 1, 2025 record date) was appointed Chief Operating Officer effective June 2025, following a career leading TPA operations and scaling PE/VC-backed healthcare businesses; he holds a B.A. in Public Affairs Journalism (Ohio State University) and a Master of Liberal Arts in Social Science Arts (Backer University) . Since his appointment, company performance shows continued cost discipline: Q3 2025 operating expenses fell 24% YoY (to $3.8m), operating loss narrowed 9% (to $2.8m), and net loss improved 2% (to $3.5m), although revenue declined to $4.0m from $7.0m; EPS improved by $0.10, supporting a profitability focus into 2026 . Prior pay-versus-performance disclosures reflect pre-2025 TSR pressure and net losses, context for the company’s current turn-around: cumulative TSR metrics in the proxy show a $100 investment valued at $24.64 for 2024 alongside a 2024 net loss of ~$22.1m .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Centivo | President, TPA Services & Chief Delivery Officer | Jul 2023–May 2025 | Led TPA delivery and operations at a high-growth plan administrator |
| ValueHealth Benefit Administrators | President & GM | May 2019–Jul 2023 | Ran benefits administration; scaled operations in PE-owned environment |
| Gallagher Benefit Services | Benefits Consultant | 2019 | Advisory role within employer benefits consulting |
| Benefit Management, LLC | SVP, Business Development | Prior to 2019 | Built growth pipeline; process orientation to market needs |
External Roles
- No public company board directorships disclosed for Dallas Scrip; he is listed solely as an executive officer (COO), not a director, in the company’s 2025 proxy .
Fixed Compensation
| Component | Detail | Terms |
|---|---|---|
| Base Salary | $250,000 | Annualized; exempt; remote role |
| 2025 Target Bonus | 50% of base (up to $125,000) | Payable only if the company is profitable by end of FY2025 |
| 2025 Actual Bonus Paid | Not disclosed | No payout data disclosed yet |
| 2026 Tiered Bonus | $125,000 (50% of base) | If profitable and revenue ≥ $50m |
| 2026 Tiered Bonus | $187,500 (75% of base) | If net income ≥ $5m and revenue ≥ $75m |
| 2026 Tiered Bonus | $250,000 (100% of base) | If net income ≥ $7m and revenue ≥ $100m |
| PTO & Benefits | 16 days PTO; benefits effective Aug 1, 2025 | Standard benefits; expense reimbursement policy |
Performance Compensation
Annual Incentive Plan (Cash)
| Year | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2025 | Company profitability (binary) | Not disclosed | Profitable by FY-end 2025 | Not disclosed | Up to $125,000 | N/A |
| 2026 | Profitability + Revenue | Not disclosed | Profitability and revenue ≥ $50m | Not disclosed | $125,000 | N/A |
| 2026 | Net Income + Revenue | Not disclosed | Net income ≥ $5m and revenue ≥ $75m | Not disclosed | $187,500 | N/A |
| 2026 | Net Income + Revenue | Not disclosed | Net income ≥ $7m and revenue ≥ $100m | Not disclosed | $250,000 | N/A |
Equity Incentives
| Award Type | Grant Date | Shares | Fair Value | Vesting Schedule | Performance Condition |
|---|---|---|---|---|---|
| RSUs (time-based) | Jun 2025 (effective) | 300,000 | Not disclosed | 100,000 vest one year after employment start; 100,000 after two years; 100,000 after three years | None (time-based) |
| RSUs (performance) | Contingent | 100,000 | Not disclosed | Immediate vesting upon achievement | Company achieves $5m unadjusted EBITDA in a full fiscal year during his employment |
Note: “One year after start” references Scrip’s stated start date of June 2, 2025 (time-based vesting therefore expected on approximately June 2026, June 2027, June 2028) .
Equity Ownership & Alignment
| Item | Dallas Scrip | Source |
|---|---|---|
| Total beneficial ownership (direct/indirect) | 0 shares as of July 1, 2025; listed as “less than 1%” | Beneficial ownership table |
| Shares outstanding (record date) | 16,534,186 Class A common shares | Proxy record date disclosure |
| Vested vs unvested | Unvested: 300,000 time-based RSUs; Potential: 100,000 performance RSUs | RSU grants and conditions |
| Options (exercisable/unexercisable) | None disclosed for Scrip | Proxy officer grants |
| Pledging | Not disclosed | No pledging disclosure for Scrip; insider policy addresses trading/hedging generally |
| Hedging policy | Prohibits short sales, options, and hedging transactions; pre-clearance procedures for insiders | Insider Trading Policy |
| Ownership guidelines | Not disclosed | No executive ownership guideline disclosure found in proxy sections reviewed |
Employment Terms
- Appointment and start: Appointed May 13, 2025; start date June 2, 2025; title Chief Operating Officer reporting to CEO; remote location .
- Plan participation: Awards under the Company’s 2024 Global Stock Incentive Plan; additional RSUs contingent on EBITDA performance .
- At-will status: Offer letter states employment is at-will; terms may be altered by written agreement signed by CEO and Scrip .
- Severance / change-of-control: No severance, change-of-control multiples, tax gross-ups, or clawback terms disclosed for Scrip in filings reviewed .
- Non-compete / non-solicit / garden leave / post-termination consulting: Not disclosed in filings reviewed .
Compensation Structure Analysis
- Cash vs equity mix: 2025 compensation heavily at-risk via a profitability-contingent cash bonus and multi-year RSU vesting, with an additional EBITDA-triggered performance RSU grant; no guaranteed cash beyond base salary .
- Performance metrics: Bonus design ties pay to binary profitability in 2025 and to revenue plus net income tiers in 2026; equity kicker tied to unadjusted EBITDA ≥ $5m in a full fiscal year .
- Potential selling pressure: The first 100,000 RSUs vest one year after start; pace of vesting may introduce supply around vest dates, and EBITDA-triggered RSUs vest immediately upon goal attainment .
- Governance protections: Insider trading policy restricts hedging and imposes blackout and pre-clearance, reducing misalignment risk; pledging not addressed in reviewed sections .
Performance & Track Record
- Execution context: Q3 2025 showed continued operating improvements—OpEx down 24%, operating loss improved 9%, net loss improved 2%—supporting the pay-for-performance framework linked to profitability and EBITDA in 2025–2026 .
- Revenue trajectory: Q3 2025 revenue of $4.0m vs $7.0m in Q3 2024 reflects portfolio transition; the company targets profitability in Q1 2026 per management statements .
- Growth initiatives: MarpaiRx PBM integration and operational efficiency cited as drivers of a scalable model; sales momentum highlighted for January 1 client adds .
Compensation Committee Analysis
- Committee composition: Compensation Committee comprises Robert Pons and Colleen DiClaudio; DiClaudio serves as chair; independence per Nasdaq definition discussed (company not exchange-listed but follows standards) .
- Responsibilities: Reviews CEO and Section 16 officer compensation, implements incentive and equity plans, and produces the compensation report; meetings held four times in FY2024 .
Investment Implications
- Pay-for-performance alignment: Cash bonuses contingent on profitability and specific revenue/net income thresholds, plus an EBITDA-triggered equity grant, tightly align Scrip’s incentives with margin and income expansion—key levers for multiple expansion and reduced financing dependence .
- Retention and supply overhang: Three-year RSU vesting cadence creates retention hooks but sets up potential stock supply around annual cliff vest dates; monitor Form 4 activity after the first vesting anniversary (one year after start) and upon any EBITDA-triggered RSU issuance .
- Skin-in-the-game: As of July 1, 2025 Scrip had no beneficial ownership disclosed, with alignment driven primarily by unvested RSUs; adherence to insider trading and hedging restrictions mitigates alignment concerns, but pledging policies for executives were not disclosed .
- Execution risks: Revenue contraction in Q3 2025 underscores the need for successful client expansion and PBM integration; achieving the 2025 profitability trigger and 2026 net income tiers will be pivotal catalysts for incentive realization and may signal improved operating leverage .