Steve Johnson
About Steve Johnson
Steve Johnson is Chief Financial Officer (CFO) of Marpai, Inc. since November 2023; age 55; B.B.A. from The George Washington University and M.B.A. from Columbia Business School (Accounting and Finance) . Company performance under his tenure reflects revenue pressure and negative EBITDA: FY 2024 revenue was $28.173 million vs FY 2023 $37.155 million*; recent quarters show revenues of $6.591 million (Q4’24), $5.418 million (Q1’25), $4.656 million (Q2’25), $4.037 million (Q3’25) with negative net income each quarter * . He serves as the Sarbanes-Oxley certifying officer (302/906) for the company’s Q3 2025 10-Q .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Continental Benefits, LLC (acquired by Marpai in Apr 2021) | Chief Financial Officer | Prior to Apr 2021 (dates not disclosed) | Led finance at TPA acquired by Marpai, integrating foundational admin operations . |
| Marpai, Inc. | Chief Financial Officer | Nov 2023–present | Principal financial officer; disclosure controls/ICFR certifications and capital raising support . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HillCour Holding Corporation (f/k/a Welldyne Holding Corp.) | CFO and Advisory Board Member | Since Sep 2016–present | Financial leadership for healthcare investment platform; cross-ecosystem insight relevant to TPA/PBM strategy . |
Fixed Compensation
| Year/Effective Date | Base Salary ($) | Target Bonus % | Actual Bonus ($) | Notes |
|---|---|---|---|---|
| Jan 11, 2024 (Employment Agreement) | 35,568 | Not disclosed | Not disclosed | Johnson Employment Agreement; bonus eligibility at Board/Comp Committee discretion . |
| Jul 1, 2024 (DOL threshold) | 44,000 | Not disclosed | Not disclosed | Increased due to FLSA exemption minimum salary threshold . |
| 2024 (reported in SCT) | 39,000 | Not disclosed | — | 2024 Summary Compensation Table (salary) . |
| 2023 | — | — | — | No compensation received in 2023 . |
Performance Compensation
Performance-based incentives
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| RSU grant (contingent) | Unadjusted EBITDA | Not disclosed | $5,000,000 | Not disclosed | 100,000 RSUs | Immediate upon target achievement . |
Time-based equity awards (RSUs and warrants)
| Grant Type | Grant Date | Shares/Units | Fair Value/Strike | Vesting Schedule | Status/Notes |
|---|---|---|---|---|---|
| RSU (2024 Plan) | May 24, 2024 | 350,000 | $2.01 per share | 30% immediate; 35% one year after employment start (Jan 2, 2025); 35% two years after employment start (Jan 2, 2026) | Granted under Employment Agreement; time-based vesting . |
| RSU (additional) | Jun 9, 2025 | 150,000 | Not disclosed | 50,000 immediate; 50,000 on first anniversary (Jun 9, 2026); 50,000 on second anniversary (Jun 9, 2027) | Incremental time-based RSU . |
| Warrants | Feb 9, 2026 (expiration) | 11,390 | $31.60 strike | Exercisable; typical warrant terms | Listed in beneficial ownership; far out-of-the-money vs recent private placement pricing . |
Equity Ownership & Alignment
| Metric | As of Mar 7, 2024 | As of Jul 1, 2025 |
|---|---|---|
| Total Beneficial Ownership (shares) | 120,981 | 325,482 |
| Ownership % of Shares Outstanding | <1% (10,268,409 SO) | 2.0% (16,534,186 SO) |
| Components | 4,591 common; 11,390 warrants @ $31.60; 300,000 RSUs (105,000 vested) | 314,092 common; 11,390 warrants @ $31.60 |
| Insider Purchases | 5,000 shares @ $1.13 (Dec 5, 2024) | — |
| Hedging/Margin/Pledging | Insider trading policy prohibits short sales, margin purchases, hedging/derivative transactions without pre-clearance; no pledging disclosures found . |
Stock ownership guidelines: not disclosed. Shares pledged as collateral: not disclosed.
Employment Terms
| Term | Detail |
|---|---|
| Effective date | Employment Agreement executed Jan 11, 2024; employment start Jan 2, 2024 . |
| Base salary | $35,568 initially; increased to $44,000 effective Jul 1, 2024 per FLSA exemption threshold . |
| Bonus eligibility | Eligible for bonuses at discretion of Board/Compensation Committee; target %, metrics not disclosed . |
| Equity awards | 350,000 RSUs (time-based schedule keyed to employment start); additional 150,000 RSUs (two-year schedule); potential 100,000 RSUs upon $5M unadjusted EBITDA in a fiscal year . |
| Severance | Not disclosed in the proxy excerpts reviewed. |
| Change-of-control | Not disclosed in the proxy excerpts reviewed. |
| Clawback | Not explicitly disclosed; company maintains insider trading policy; code of ethics adopted . |
| SOX certifications | CFO signed 302 and 906 certifications for Q3 2025 10-Q . |
Performance & Track Record
Annual fundamentals:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($) | 37,155,000* | 28,173,000 |
| EBITDA ($) | -24,975,000* | -13,022,000* |
Quarterly fundamentals (oldest → newest):
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenues ($) | 6,591,000 | 5,418,000 | 4,656,000 | 4,037,000 |
| EBITDA ($) | -1,987,000* | -2,061,000* | -3,418,000* | -2,582,000* |
| Net Income ($) | -1,156,000* | -3,069,000* | -4,371,000* | -3,494,000* |
Values with asterisk (*) retrieved from S&P Global.
Liquidity and capital context:
- Management disclosed substantial doubt about going concern absent additional capital; multiple insider/PIPE financings in 2024–2025 including insider participation on Dec 5, 2024 .
Investment Implications
- Pay-for-performance alignment: Cash compensation is minimal (initial $35,568; later $44,000), with heavy equity and a clear EBITDA-based RSU accelerant, signaling alignment but with payout contingent on reaching $5M unadjusted EBITDA, a challenging threshold given recent negative EBITDA and net losses * * * *.
- Vesting overhang and potential selling pressure: Time-based RSU tranches create windows (Jan 2, 2026; Jun 9, 2026; Jun 9, 2027) that could add supply; warrants expiring Feb 9, 2026 at $31.60 are likely non-economic at recent issuance prices ($1.00–$1.36), reducing option-driven pressure .
- Skin-in-the-game: Johnson participated in insider purchase (5,000 shares at $1.13), and holds ~2.0% beneficial ownership as of Jul 1, 2025, supporting alignment, though scale is modest relative to total outstanding .
- Governance and risk: As CFO and certifying officer (SOX 302/906), he is accountable for controls; insider trading policy restricts hedging/margin use, lowering misalignment risk. However, going-concern disclosures and ongoing capital needs elevate execution and retention risk if equity value remains under pressure .