Rohit Ramchandani
About Rohit Ramchandani
Rohit Ramchandani, age 34, is Chief Financial Officer of Performant Healthcare, Inc. (PHLT) since May 5, 2023; he previously served as Senior Vice President of Finance & Strategy and held various roles at Performant from March 2014 to May 2023, and worked at Financial Technology Partners prior to joining Performant . He holds a B.S. in Business Administration and a B.S. in Economics/Mathematics from the University of Southern California .
Company performance during his tenure:
- Revenues grew from $113.7M in FY2023 to $123.0M in FY2024; adjusted EBITDA increased from $3.4M to $4.4M .
- Total shareholder return (TSR) value of an initial fixed $100 investment measured $149.79 in 2022, $129.88 in 2023, and $125.31 in 2024 .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($USD Millions) | $113.7 | $123.0 |
| Adjusted EBITDA ($USD Millions) | $3.4 | $4.4 |
| Net Income (Loss) ($USD Millions) | $(7.5) | $(9.9) |
| TSR – Value of $100 Investment | 2022 | 2023 | 2024 |
|---|---|---|---|
| $ Value | $149.79 | $129.88 | $125.31 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Performant Healthcare, Inc. | SVP Finance & Strategy; various roles | 2014–2023 | Key financial partner in transforming Performant into a healthcare-focused company |
| Performant Healthcare, Inc. | President → CFO | 2023–present | Executive transition culminating in CFO role |
| Financial Technology Partners | Investment banking (FINTECH) | – | Prior finance experience in sector-focused advisory |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Financial Technology Partners | Worked in FINTECH investment banking | Not disclosed | Pre-Performant role |
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $270,770 | $290,000 |
| Target Bonus % of Base | 50% | 50% |
| Actual Cash Bonus Paid ($) | $0 | $96,340 |
- CFO base salary was set at $290,000 in the Executive Employment Agreement (dated April 26, 2024, effective May 5, 2023) with a target bonus opportunity of 50% of base salary .
- FY2024 bonus was partially paid based on revenue performance; EBITDA component did not qualify (details below) .
Performance Compensation
Annual Cash Incentive Mechanics (FY2024)
| Metric | Weighting | Threshold | Cap | Actual Performance | Payout Effect |
|---|---|---|---|---|---|
| Healthcare Revenue | 65% | No payout if <90% of plan; 50% of component at 90% | 150% of component at 110% of plan | Actual $118M met 90% threshold | Component partially eligible |
| EBITDA | 35% | No payout if <90% of plan | 150% of component at 110% of plan | Did not meet 90% threshold | No payout for EBITDA component |
| Total CFO Bonus Paid | – | – | – | – | $96,340 (paid early 2025) |
Notes:
- The formula applies separately to revenue and EBITDA components; payouts are scaled with thresholds as disclosed .
- FY2024 payout resulted solely from the revenue component; EBITDA component paid zero .
Equity Awards (RSUs/PSUs) – Outstanding and Vesting
| Grant Date | Type | Shares | Vesting / Performance Terms |
|---|---|---|---|
| Aug 14, 2021 | RSU | 15,525 | 25% annually on each of 1st–4th anniversaries; acceleration per Severance Agreement |
| Mar 10, 2022 | RSU | 46,324 | 25% annually on 1st–4th anniversaries; acceleration per Severance Agreement |
| Aug 15, 2022 | RSU | 108,362 | Stock-price tranches; 4 tranches with 60-day VWAP hurdles: $3.95 (25%), $4.74 (50%), $5.52 (75%), $6.31 (100%); forfeiture if hurdles not met in windows (3–4 years) |
| May 5, 2023 | RSU (time-based) | 81,270 | 4 equal installments on next open trading window following 1st–4th anniversaries |
| Mar 26, 2024 | RSU | 52,448 | 4 equal installments on open trading window following 1st–4th anniversaries |
| Aug 5, 2024 | RSU | 65,059 | 4 equal installments on open trading window following 1st–4th anniversaries |
| Aug 5, 2024 | PSU (Revenue) | 65,058 | 3 tranches; TTM Healthcare Revenue targets: $135M (≤36 months), $155M (≤36 months), $175M (≤48 months); vest at anniversary gates or when target achieved; forfeiture if not achieved within windows |
Option awards:
| Strike ($/sh) | Shares | Expiration | Status |
|---|---|---|---|
| 3.57 | 10,000 | 03/17/2025 | Exercisable |
| 1.74 | 10,000 | 02/22/2026 | – |
Market value references for unvested RSUs use $3.02 closing price on 12/31/2024 (aggregate per award shown in proxy table) .
FY2024 CEO/CFO Long-Term Grants (context)
- In Aug 2024, the Board approved equity totaling 130,117 shares to Ramchandani, split 50% RSUs (4-year ratable vest) and 50% PSUs (revenue tranches at $135M/$155M/$175M TTM) .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Beneficial Ownership | 261,478 shares as of Apr 23, 2025 (includes 10,000 options exercisable within 60 days and 40,202 RSUs scheduled to vest within 60 days); <1% of outstanding |
| Stock Ownership Guidelines | CFO required to own ≥2x base salary in company stock; compliance within 5 years of adoption or role start; status not disclosed |
| Hedging/Pledging | Pledging company securities is prohibited; hedging and short-term/speculative transactions are barred; CFO trades require CEO pre-clearance and adhere to blackout windows; approved 10b5-1 plans permitted |
| Clawback Policy | Dodd-Frank/Nasdaq-compliant incentive compensation recoupment (no-fault) adopted Nov 2023; effective for incentive comp granted/earned/vested on/after Oct 2, 2023; no indemnification or insurance reimbursement allowed |
| Section 16 Compliance | One Form 4 (for Mar 26, 2024 RSU award) was filed late (due Mar 28; filed Apr 5, 2024) |
Employment Terms
| Agreement | Key Terms |
|---|---|
| Executive Employment Agreement (Apr 26, 2024; effective May 5, 2023) | Base salary $290,000; target bonus 50% of base; one-time grant of 216,724 RSUs; benefits eligibility |
| Severance (no CoC; involuntary termination >3 months before or >12 months after CoC) | Lump sum equal to 75% of current annual base salary + target bonus; 9 months COBRA premiums |
| Severance (double trigger CoC; within 3 months before or within 12 months after CoC) | Lump sum equal to 100% of current annual base salary + target bonus; full acceleration of time-based equity (performance awards converted to time-based as applicable); 12 months COBRA premiums |
| Performance Award Treatment at CoC | Market-based (stock price) performance awards fully accelerate at CoC; non-market business metrics deemed satisfied at 100% of target for unfinished periods and convert to time-based vesting for remainder |
| Insider Trading Policy | Earnings blackout starts 3 weeks before quarter-end until 3 full trading days after earnings release; CFO pre-clears trades with CEO; approved 10b5-1 plans exempt from blackout and pre-clearance |
Change-in-control transaction (announced 2025):
- Merger Agreement: each share converts into right to receive $7.75 cash; RSUs/PRSUs are canceled in exchange for cash equal to shares × $7.75 (PRSUs deemed at 100% of target, time-based vesting waived); options receive cash for in-the-money value; payments processed within ~15 business days post-closing, subject to withholding and Section 409A compliance .
Investment Implications
- Pay-for-performance alignment: Annual bonus tied to healthcare revenue (65%) and EBITDA (35); FY2024 payout reflected revenue threshold attainment while EBITDA fell short, reinforcing performance-linked cash incentives . Long-term incentives include revenue PSUs and market-based stock-price RSUs, aligning with both operating scale and market value creation .
- Retention risk: Multi-year RSU/PSU vesting (3–4 year windows) and ownership guidelines support retention; severance offers meaningful protection (0.75x outside CoC; 1.0x at CoC with acceleration), reducing voluntary exit risk but creating potential incentive to accept favorable CoC outcomes .
- Insider selling pressure: Pledging is prohibited; formal blackouts and pre-clearance limit opportunistic trades; the disclosed late Form 4 appears procedural rather than selling pressure . Merger cash-out at $7.75 could eliminate near-term need for sales, while PRSUs are paid at target, a potential near-term liquidity event for insiders upon closing .
- Execution signals: CFO guided to FY2025 revenues of $131–$135M and adjusted EBITDA of $8–$9M, citing technology-driven margin improvement and scaling implementations; a stated goal of 20% adjusted EBITDA margin under “Project Turing” suggests emphasis on operating leverage and profitability trajectory . Delivery against guidance will likely drive subsequent PSU achievement and market-based RSU hurdles.
Additional context: FY2024 revenues were $123.0M with adjusted EBITDA $4.4M; healthcare revenues rose to $118.3M, while customer care revenues were de-emphasized as the company pursues pure-play healthcare payment integrity; TSR values decreased in 2023–2024 from the 2022 baseline, underscoring market cyclicality despite operational growth .
Appendix – Selected Governance and Committee Context
- Compensation philosophy emphasizes pay-for-performance, ownership orientation, and market benchmarking via Pay Governance; compensation decisions made by independent directors based on company and individual performance .
- Board committees (Audit; Compensation; Nominating & Governance) are fully independent; compensation committee met 4 times in 2024; no interlocks reported .