Damien Lamendola
About Damien Lamendola
Damien Lamendola (age 69) is Chief Executive Officer (since Nov 2023) and a director of Marpai, Inc. (joined the Board Apr 1, 2021), and is slated to become Chairman following the Aug 27, 2025 annual meeting . He holds a B.S. from McNeese State University and an MBA from Washington University . Under his tenure, 2024 revenue declined 24% to $28.2M while net loss improved 23% to $22.1M; Adjusted EBITDA improved 55% to a $9.1M loss, reflecting significant cost reductions . Pay-versus-performance disclosure shows CEO “compensation actually paid” increased to $712k in 2024 as RSU fair values accreted; the Company’s TSR metric fell YoY and net loss narrowed (see table) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Continental Benefits, LLC | Founder and CEO | 2013–2019 | Built TPA platform later acquired by Marpai (Continental Benefits referenced as acquired Apr 2021) . |
| Marpai, Inc. | Director | 2021–present | Board member since Apr 1, 2021; provides healthcare operating expertise . |
| Marpai, Inc. | Chief Executive Officer | Nov 2023–present | Driving turnaround, cost rationalization, PBM initiatives . |
| HillCour Holding Corporation | President | 2002–present | Oversees strategic operations across healthcare companies . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| HillCour Holding Corporation | Board Member | 2017–present | Governance/oversight for healthcare holdings . |
| WellDyneRx, LLC | Board Member | 2017–present | Pharmacy benefits company board role . |
| HillCour Investment Fund, LLC | Manager | 2017–present | Investment vehicle managed by Lamendola . |
Board Governance (service history, committees, dual-role implications)
- Board service: Director since Apr 1, 2021; expected to become Chairman after Aug 27, 2025 annual meeting .
- Independence and committees: Lamendola is not independent. Audit Committee (Shiv—Chair, DiClaudio, Calabrese) and Compensation Committee (DiClaudio—Chair, Pons) are composed of independent directors; Lamendola does not serve on these committees .
- Attendance: He attended the last annual stockholders’ meeting .
- Dual-role implications: Post-meeting he will serve as CEO and Chairman, concentrating authority; mitigants include fully independent Audit and Compensation Committees per charter disclosures .
Fixed Compensation
| Item | 2023 | 2024 | Notes |
|---|---|---|---|
| Base salary | — | $1 | Per CEO employment agreement effective Jan 2, 2024 . |
| Target bonus % | Not disclosed | Not disclosed | Eligibility for bonuses at Board/Comp Committee discretion . |
| Actual cash bonus | — | — | No cash bonus disclosed for 2024 . |
| Total reported comp ($000s) | — | 362 | 2024 stock awards; table presented in $000s . |
Performance Compensation
| Metric | Weighting | Target | Actual/Status | Payout mechanics | Vesting |
|---|---|---|---|---|---|
| Unadjusted EBITDA threshold | Not disclosed | $5M within a fiscal year | Not disclosed as achieved | Recommendation to grant 100,000 RSUs upon achievement | Immediate upon grant . |
- Pay vs Performance overview (Company-wide disclosure): | Metric | 2023 | 2024 | |---|---|---| | CEO Compensation Actually Paid ($000s) | 288 | 712 . | | Other NEO Compensation Actually Paid ($000s) | 2,468 | 840 . | | TSR – value of initial $100 investment | $52.58 | $24.64 . | | Net Income (Loss) ($000s) | (28,752) | (22,088) . |
Equity Ownership & Alignment
- Beneficial ownership (as of July 1, 2025): 5,998,120 shares (36.1% of outstanding 16,534,186) .
- Breakdown: 4,607,657 (HillCour Investment Fund, LLC); 931,674 (WellEnterprises USA, LLC); 400,000 direct; options for 62,500 shares at $4.44 (58,789 vested) .
- Prior snapshot (as of Mar 7, 2024): 4,300,230 shares (37.3% of 10,268,409 outstanding) including warrants/options and RSUs vesting; see proxy detail .
- 13D/A confirms 600,000 RSUs granted Jan 28, 2025 and updated beneficial ownership; aggregate ~37.15% on 15,709,186 shares outstanding at that time .
- Insider buying: Multiple related-party private placements (HillCour and insiders) provided capital, including 12/14/2023; 1/16/2024; 3/7/2024; 8/28/2024; and $200k additional investment by HillCour on 10/6/2025 (147,058 shares at $1.36) .
- Hedging/margin/pledging: Insider trading policy prohibits short sales, margin purchases and hedging without pre-clearance; no share pledging disclosures identified .
- Ownership guidelines: Not disclosed.
Equity Awards and Vesting Schedules
| Grant | Grant date | Type | Shares | Fair value at grant | Vesting schedule |
|---|---|---|---|---|---|
| CEO RSU | May 24, 2024 | RSU (2024 Plan) | 600,000 | $2.01/share | 30% vested immediately; 35% vests Jan 2, 2025; 35% vests Jan 2, 2026 (vesting tied to employment start) . |
| CEO RSU | Jan 28, 2025 | RSU | 600,000 | Not disclosed | 200,000 vested immediately; 200,000 vests Jan 28, 2026; 200,000 vests Jan 28, 2027 . |
| CEO RSU (Director service) | May 24, 2024 | RSU (2021 Plan) | 5,000 | $1.94/share | Director RSU; vest per plan schedule . |
| Stock options | Jun 14, 2022 | Options | 62,500 | — | $4.44 strike; vesting over 3–4 years; 58,789 vested as of July 1, 2025 . |
Implication for supply/overhang: Significant CEO RSU tranches vested/vesting on Jan 2, 2025 (≈210k) and Jan 28, 2025 (200k immediate), with further 200k tranches in 2026 and 2027, potentially creating periodic selling pressure absent lock-ups .
Employment Terms
- Employment start: CEO effective Nov 2023; employment agreement effective Jan 2, 2024 .
- Salary: $1 per year; eligible for discretionary bonus and equity grants .
- Performance kicker: Board to recommend 100,000 RSUs upon achieving $5M unadjusted EBITDA within a fiscal year (immediate vest) .
- Severance, change-in-control, non-compete/non-solicit: Not disclosed for the CEO in proxy/10-K; severance and equity terms disclosed for other former executives, but not for Lamendola .
- Clawback policy: Company-wide Dodd-Frank/Nasdaq-compliant clawback policy effective Oct 2, 2023; applies to executive officers’ incentive-based compensation upon accounting restatements .
- Insider trading policy: Updated Mar 25, 2025; prohibits trading on MNPI, requires pre-clearance, and restricts hedging/derivatives/margin; blackout schedules apply .
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Revenue ($ millions) | 37.155 | 28.173 . |
| Operating loss ($ millions) | (27.977) | (22.087) . |
| Net loss ($ millions) | (28.752) | (22.088) . |
| Adjusted EBITDA ($ millions) | (20.181) | (9.057) . |
- Strategic execution: Management cites streamlining vendors and services, focusing on profitable clients, PBM initiatives (Marpai Rx), and aiming for profitability; CEO personally led PBM program and investor outreach .
- Liquidity/capital actions: Insider-led equity raises in 2023–2025 supported operations and growth initiatives .
- Legal/controversies: Company states no material legal proceedings involving directors/officers over the past 10 years relevant to integrity; governance disclosures emphasize independent committees and code of ethics .
Related Party Transactions (select items)
- HillCour financings: Multiple private placements by entities controlled by Lamendola provided capital (e.g., 12/14/2023 at $1.97; 1/16/2024 at $0.9201; 3/7/2024 at $1.65; 8/28/2024 at $0.481), plus Oct 6, 2025 $200k investment at $1.36 .
- Governance controls: Audit Committee reviews related-party transactions per charter and code; independence determinations disclosed .
Director Compensation (as it relates to Lamendola’s dual role)
- Employee directors receive no additional remuneration for board service absent Compensation Committee approval; independent directors shifted from cash retainers to RSUs as of Dec 7, 2023 .
Investment Implications
- Alignment and support: Lamendola is the largest shareholder (36.1%) and has repeatedly invested via HillCour—positive alignment and reduced near-term selling propensity, but RSU vesting waves through 2027 create episodic supply risk .
- Pay-for-performance: CEO cash pay is de minimis ($1 salary); equity-heavy comp with a performance kicker at $5M unadjusted EBITDA tightly links upside to operating milestones—constructive if profitability materializes; absence of disclosed severance/CoC terms limits shareholder liability in downside scenarios .
- Governance: Post-AGM CEO+Chairman structure concentrates power; however, fully independent Audit and Compensation Committees partially mitigate. No lead independent director disclosure—investors should monitor board oversight, related-party dealings, and capital allocation .
- Execution risk vs momentum: 2024 showed substantial improvement in Adjusted EBITDA (–$9.1M vs –$20.2M) and narrowed net loss despite revenue pressure; successful PBM rollout and profitable client mix shift are key to achieving the EBITDA trigger and sustaining alignment-driven value creation .