PROXY
STATEMENT
ANNUAL
MEETING OF STOCKHOLDERS
TO
BE HELD ON FRIDAY, JUNE 16, 2023
This
Proxy Statement is furnished in connection with the solicitation of Proxies by the Board of Directors (the “Board of Directors”
or the “Board”) of LifeMD, Inc. (“LifeMD,” the “Company,” “we” or “us”) for
use at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Friday, June 16, 2023, beginning at 12:00
p.m. Eastern Daylight Time, and at any adjournment or postponement thereof (the “Annual Meeting”), for the purposes set forth
in the accompanying Notice of Annual Meeting of Stockholders. It is contemplated that this Proxy Statement and the accompanying form
of proxy or voting instruction form (the “Proxy”), or a Notice of Internet Availability of Proxy Materials providing instructions
on how to access these documents on the Internet and how to vote, will be mailed to the Company’s stockholders of record as of
the end of business on April 24, 2023 (the “Record Date”). The proxy materials will be first mailed on or about April 28,
2023.
The
Proxy enables you to appoint Justin Schreiber, our Chief Executive Officer, or Eric Yecies, General Counsel and Chief Compliance Officer,
as your representative at the Annual Meeting. By completing and returning a Proxy, you are authorizing Mr. Schreiber or Mr. Yecies to
vote your shares at the Annual Meeting in accordance with your instructions on the Proxy. This way, your shares will be voted whether
or not you attend the virtual Annual Meeting.
QUESTIONS
AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING
When
and where is the Annual Meeting being held?
The
Annual Meeting will be held on June 16, 2023 commencing at 12:00 p.m., Eastern Daylight Time. The Annual Meeting will be a completely
virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting and submit your questions during
the meeting by visiting http://www.virtualshareholdermeeting.com/LFMD2023 and entering your 16-digit control number included in your
Notice of Internet Availability of Proxy Materials or your Proxy.
The
Annual Meeting will begin promptly at 12:00 p.m., Eastern Daylight Time. Check-in will begin one-half hour prior to the meeting. Please
allow ample time for the check-in procedures.
Who
is entitled to vote at the Annual Meeting?
At
the close of business on April 24, 2023 (the “Record Date”), there were outstanding and entitled to vote an aggregate of
33,951,224 shares of our voting securities on an as-converted basis (the “Voting Securities”), including: (i) 32,511,835
shares of common stock, par value $0.01 (the “Common Stock”), issued and outstanding; and (ii) 3,500 shares of Series B convertible
preferred stock (the “Series B Preferred Stock”) issued and outstanding. Stockholders are entitled to one vote for each share
of Common Stock held by them. Each share of Series B Preferred Stock is entitled to one vote per share on an as-converted basis with
the holders of the Series B Preferred Stock having, in the aggregate, 1,439,389 votes ($4,678,014 of Series B Preferred divided by the
current conversion price of $3.25). The Voting Securities may not be voted cumulatively.
What
is a quorum for purposes of conducting the Annual Meeting?
The
holders of a majority in interest of all stock issued, outstanding and entitled to vote at the Annual Meeting (16,975,612) shares of
the Voting Securities on an as-converted basis), present in person or represented by Proxy, will constitute a quorum for the transaction
of business at the Annual Meeting. Holders attending a virtual meeting will be counted as present “in person” for purposes
of determining whether a quorum is present.
In
the absence of a quorum at the Annual Meeting, the meeting may be postponed or adjourned from time to time without notice, other than
announcement at the meeting, until a quorum is formed. Abstentions and broker non-votes are counted for purposes of determining the presence
of a quorum.
How
may I vote by Proxy?
All
valid Proxies received prior to the Annual Meeting will be voted. The Board of Directors recommends that you vote by Proxy even if you
plan to attend the virtual Annual Meeting. You can vote your shares by Proxy via Internet, telephone or mail.
| |
● |
To vote via Internet, go
to www.proxyvote.com and follow the instructions. |
| |
● |
To vote via telephone,
follow the instructions found in your Notice of Internet Availability of Proxy Materials or Proxy. In either case, you will need
the 16-digit control number found in your Notice of Internet Availability of Proxy Materials or Proxy. |
| |
● |
To vote by mail, if you
have received a printed Proxy, complete, sign and date it, and return it in the enclosed postage-paid envelope to Broadridge Investor
Communications Solutions. |
Internet
and telephone voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m., Eastern Daylight
Time, on June 15, 2023.
If
you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, known as a “street name holder,”
you should have received voting instructions with these proxy materials from that organization rather than from us. Simply complete and
mail your voting instructions as directed by your broker or bank to ensure that your vote is counted. Alternatively, you may be able
to vote by telephone or over the Internet by following instructions provided by your broker or bank.
Voting
by Proxy will not limit your right to vote at the Annual Meeting if you attend and vote electronically. However, if your shares are held
in the name of a street name holder, you must obtain a proxy executed in your favor, from the street name holder to be able to vote at
the Annual Meeting.
What
proposals am I voting on, and what votes are required to approve each proposal?
The
following proposals being presented at the Annual Meeting, and the votes required for approval of each proposal, are described below:
Proposal
1: Election of Directors. Votes may be cast: “FOR ALL” nominees, “WITHHOLD ALL” nominees or “FOR
ALL EXCEPT” those nominees noted by you on the appropriate portion of your proxy or voting instruction card. At the Meeting, nine
directors are to be elected, which number shall constitute our entire Board, to hold office until the next annual meeting of stockholders
and until their successors shall have been duly elected and qualified. Pursuant to our bylaws, directors are to be elected by a plurality
of votes cast. This means that the nine candidates receiving the highest number of affirmative votes at the Meeting will be elected as
directors. Proxies cannot be voted for a greater number of persons than the number of nominees named or for persons other than the named
nominees. Withholding a vote from a director nominee will not be voted with respect to the director nominee indicated and will have no
impact on the election of directors although it will be counted for the purposes of determining whether there is a quorum. Broker non-votes
will have no effect on the outcome of this proposal.
Proposal
2: To Ratify the Selection of Marcum LLP as LifeMD’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December
31, 2023. Votes may be cast: “FOR,” “AGAINST” or “ABSTAIN.” The affirmative vote of the holders
of a majority of the votes cast is required for the ratification of the selection of Marcum LLP as our independent registered public
accounting firm for the current fiscal year. Abstentions will have no effect on the outcome of this proposal. There will be no broker
non-votes with respect to this proposal.
How
does the Board recommend that I vote?
Our
Board recommends that you vote your shares “FOR ALL” nominees for director (Proposal No. 1), and “FOR”
ratification of the appointment of Marcum LLP as LifeMD’s independent registered public accounting firm for the fiscal year ending
December 31, 2023 (Proposal 2).
What
happens if I don’t specify a choice on my Proxy?
If
you return a signed and dated Proxy without marking any or all voting selections, your shares will be voted “FOR ALL”
nominees for director (Proposal No. 1) and “FOR” ratification of the appointment of Marcum LLP as LifeMD’s
independent registered public accounting firm for the fiscal year ending December 31, 2023 (Proposal 2). If any other matter is properly
presented at the meeting, the persons named in your Proxy will vote your shares using their best judgment.
What
if other matters come up at the Annual Meeting?
At
the date this Proxy Statement went to press, we did not know of any matters to be properly presented at the Annual Meeting other than
those referred to in this Proxy Statement. If other matters are properly presented at the Annual Meeting or any adjournment or postponement
thereof for consideration, and you have submitted a Proxy, the persons named in your Proxy will have the discretion to vote on those
matters for you.
Can
I change or revoke my vote after submitting my Proxy?
Yes.
You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may
revoke your proxy in any one of three ways:
| |
● |
You may submit another
properly completed Proxy with a later date; |
| |
● |
You may send a timely written
notice that you are revoking your Proxy to the Company at 236 Fifth Avenue, Suite 400, New York, NY 10001, Attn: General Counsel;
or |
| |
● |
You may attend the virtual
Annual Meeting and vote electronically. Simply attending the meeting will not, by itself, revoke your proxy. |
If
your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.
Is
my vote kept confidential?
Proxy
instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting
privacy. Your vote will not be disclosed either within the Company or to third parties, except:
| |
● |
as
necessary to meet applicable legal requirements; |
| |
|
|
| |
● |
to
allow for the tabulation and certification of votes; and |
| |
|
|
| |
● |
to
facilitate a successful proxy solicitation. |
Occasionally,
stockholders provide written comments on their Proxies, which may be forwarded to the Company’s management and the Board.
How
can I find out the results of the voting at the Annual Meeting?
Preliminary
voting results will be announced at the Annual Meeting, and LifeMD will publish the final voting results in a Current Report on Form
8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) within four business days following the Annual Meeting.
How
will proxies be solicited?
The
Company will bear the cost of mailing and solicitation of Proxies. Proxies may be solicited by mail or personally by our directors, officers,
or employees, none of whom will receive additional compensation for such solicitation. Street name holders, such as banks and brokers,
are being asked to distribute proxy materials to, and request voting instructions from, the beneficial owners of such shares. We will
reimburse street name holders for their reasonable out-of-pocket expenses.
What
does it mean if I receive more than one set of proxy materials?
If
you receive more than one Notice of Internet Availability of Proxy Materials or more than one set of proxy materials, your shares may
be registered in more than one name or in different accounts. Please follow instructions to vote each account to ensure that all of your
shares are voted.
I
share the same address with another LifeMD, Inc. stockholder. Why has our household only received one set of proxy materials?
The
SEC’s rules permit us to deliver a single set of proxy materials to one address shared by two or more of our stockholders. This
practice, known as “householding,” is intended to reduce the Company’s printing and postage costs. We have delivered
only one set of proxy materials to stockholders who hold their shares through a bank, broker, or other holder of record and share a single
address, unless we received contrary instructions from any stockholder at that address. However, any such beneficial holder residing
at the same address who wishes to receive a separate copy of the proxy materials may make such a request by contacting the bank, broker,
or other holder of record, or Broadridge Financial Solutions, Inc. at 866-540-7095 or in writing at Broadridge, Householding Department,
51 Mercedes Way, Edgewood, NY 11717. Beneficial holders residing at the same address who would like to request householding of Company
materials may do so by contacting the bank, broker, or other holder of record or Broadridge at the phone number or address listed above.
Where
are the proxy materials available?
LifeMD
uses the Internet as the primary means of furnishing proxy materials to stockholders. We send a Notice of Internet Availability of Proxy
Materials to our stockholders with instructions on how to access the proxy materials online at proxyvote.com or request a printed
copy of materials. You will need your 16-digit control number included in your Notice of Internet Availability of Proxy Materials or
your Proxy to access the proxy materials.
Stockholders
may follow the instructions in the Notice of Internet Availability to elect to receive future proxy materials in print by mail or electronically
by email. We encourage stockholders to take advantage of the availability of the proxy materials online to reduce environmental impact
and mailing costs.
A
copy of our Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the Securities and Exchange Commission, or
SEC, except for exhibits, will be furnished without charge to any stockholder upon written or oral request to LifeMD, Inc., 236 Fifth
Avenue, Suite 400, New York, NY 10001.
Proposal
1: Election of Directors
The
Company’s Board of Directors is currently comprised of nine directors. A total of nine directors will be elected at the Annual
Meeting to serve until the next annual meeting of stockholders to be held in 2024, and until their successors are duly elected and qualified.
Justin Schreiber, Stefan Galluppi, Naveen Bhatia, Dr. Joseph V. DiTrolio, M.D., Roberto Simon, John R. Strawn, Jr. and Bertrand Velge
are all standing for reelection at the Annual Meeting. In addition, Robert Jindal, appointed to the Board in September 2022 and recommended
by a non-management director, and Dr. Joan LaRovere, M.D. appointed to the Board in February 2023
and recommended by a non-management director, are standing for election at the Annual Meeting.
The persons named as “Proxies” in the enclosed Proxy will vote the shares represented by all valid returned proxies
in accordance with the specifications of the stockholders returning such proxies. If no choice has been specified by a stockholder, the
shares will be voted “FOR ALL” the nominees. If at the time of the Annual Meeting any of the nominees named below
should be unable or unwilling to serve, which event is not expected to occur, the discretionary authority provided in the Proxy will
be exercised to vote for such substitute nominee or nominees, if any, as shall be designated by the Board of Directors.
Nominees
The
persons nominated as directors are as follows:
| Name |
|
Age |
|
Position(s) |
| Justin
Schreiber |
|
40 |
|
Chief
Executive Officer and Director, Chairman of the Board |
| Stefan
Galluppi |
|
36 |
|
Chief
Innovation Officer and Director |
| Naveen
Bhatia |
|
43 |
|
Director |
| Dr.
Joseph V. DiTrolio, M.D. |
|
72 |
|
Independent
Director |
| Roberto
Simon |
|
48 |
|
Independent
Director |
| John
R. Strawn, Jr. |
|
62 |
|
Independent
Director |
| Bertrand
Velge |
|
63 |
|
Independent
Director |
| Robert
Jindal |
|
51 |
|
Independent
Director |
| Dr.
Joan LaRovere, M.D. |
|
56 |
|
Independent
Director |
Vote
Required
The
nine nominees for director receiving the highest number of votes “FOR” election will be elected as directors. This is called
a plurality. Withholding a vote from a director nominee will not be voted with respect to the director nominee indicated and will have
no impact on the election of directors although it will be counted for the purposes of determining whether there is a quorum. Broker
non-votes will have no effect on the outcome of this proposal.
Recommendation
of our Board
Our
Board unanimously recommends that you vote “FOR ALL” nominees for director.
Set
forth below are the names of and certain biographical information about each nominee for election to our Board of Directors. The information
presented includes each director nominee’s principal occupation and business experience for the past five years and the names of
other companies for which he or she has served as a director during the past five years.
Justin
Schreiber – Chief Executive Officer and Chairman of the Board
Mr.
Schreiber has served as Chief Executive Officer of the Company and member of the Board of Directors since 2018, and formerly President
of the Company from 2018 to 2021. Mr. Schreiber has been Chairman of the Board since 2019. Mr. Schreiber has also served as President
of LifeMD PR, LLC, the Company’s wholly-owned subsidiary in Puerto Rico (“LifeMD PR”),
since 2017. Mr. Schreiber has been the President and founder of JLS Ventures, an investment and capital markets advisory firm
that invests in and consults with emerging growth publicly-traded companies. Prior to founding JLS Ventures, Mr. Schreiber ran a consulting
business that provided investor relations, advisory services, and capital raising solutions to small publicly traded companies. In addition
to his capital markets experience, Mr. Schreiber previously worked for a global healthcare consulting firm as well as in the foreign
currency trading business. He holds a BS in International Business from Elizabethtown College and a BA in International Management from
the ICN École de management in Nancy, France.
Mr.
Schreiber is a senior executive leader who contributes significant experience in the healthcare industry, capital markets and investor
relations, particularly in the space for emerging growth publicly-traded companies. We estimate that Mr. Schreiber spends approximately
90-100% of his time on the activities of the Company. The balance of his time is spent between his other entities.
Stefan
Galluppi – Chief Innovation Officer and Director
Stefan
Galluppi currently serves as Chief Innnovation Officer of the Company. Mr. Galluppi has served as the Chief Innovation & Marketing
Officer of the Company since December 2020, and prior to that, as Chief Technology Officer of the Company from 2016 to December 2020.
Mr. Galluppi also served as Chief Operating Officer from March 2019 to November 2020. Mr. Galluppi served as a director of the Company
from 2017 to 2018. Mr. Galluppi resigned as a director in February 2018 upon the sale of the legacy beta glucan business but was re-appointed
in May 2018. Mr. Galluppi combines over 10 years of experience in building technology platforms for direct to consumer marketing campaigns.
Previously, he served as the CTO of Runaway Products, a DRTV driven marketing firm with a core focus on building and optimizing systems
to scale campaigns for maximum efficiency and profitability.
Mr.
Galluppi is a senior executive leader who contributes insights on the Company’s technology and marketing strategies based on his
work experience at LifeMD and prior companies.
Naveen
Bhatia – Director
Mr.
Bhatia was appointed to our Board of Directors in 2021. Mr. Bhatia has an extensive private equity background. From 2013 to 2020, he
was a Senior Director in the Tactical Opportunities Group of Blackstone, a leading global investment business specializing in alternative
asset classes. Before joining Blackstone, Mr. Bhatia was a Managing Director at 40 North Industries LLC, a private investment firm where
he focused on special situations equity and debt investments, both public and private. Prior to 40 North, he was a Principal at a family
office in New York. From 2003 to 2008, Mr. Bhatia was a Co-Founder and Partner of Eagle Lake Capital LLC, a private investment partnership
focused on fundamental, value investing across the capital structure. He started his career as a member of the Restructuring Group at
Rothschild.
Mr.
Bhatia received a BA in Public Health from The Johns Hopkins University. He has served as a director of various public and private companies,
currently serving as a member of the Board of Directors of private companies EquipmentShare, RG Barry, and CRG Financial. From 2010-2019,
Mr. Bhatia served as Chairman of the Board of Cotton Holdings, a leading, global infrastructure support services company. He was also
an Adjunct Professor at Columbia Business School and taught Applied Security Analysis I & II for eight years.
Mr.
Bhatia contributes insights on private equity markets and investments, based on his experience at leading investment businesses. He also
helps guide corporate governance policies and practices, drawing from his public and private company board experience.
Dr.
Joseph V. DiTrolio, M.D. – Independent Director
Dr.
DiTrolio was appointed to our Board of Directors in 2014. Dr. DiTrolio has served as an advisor of OneMedPlace and as an advisor of Urovalve
Inc. Dr. DiTrolio is recognized world-wide as an inventor, researcher, and lecturer. He is the holder of several patents and has been
a Clinical Professor of Surgery, Division of Urology at New Jersey Medical School, since 1985, and the recent past Chairman of the Department
of Urology for the St. Barnabas Medical Center Healthcare System. He is a graduate of the University of Richmond, University of Paris,
Sorbonne, and New Jersey Medical School. He is a Diplomate of the American Board of Urology and is well respected in the urology community
for innovative techniques and product development.
Dr.
DiTrolio contributes medical expertise developed over his long career, particularly as a specialist and academic in the field of urology,
and an understanding of trends in medical innovation and research.
Roberto
Simon – Independent Director
Mr.
Simon was appointed to our Board of Directors in 2020. Mr. Simon has served as Chief Financial Officer of Norstella, a global leader
in end-to-end solutions that smooth access to life-saving therapies for patients, since September 2022. Mr. Simon served as Chief Financial
Officer of WEX Inc., a leading financial technology service provider, from 2016 to April 2022. Previously, Mr. Simon served as the Executive
Vice President and Chief Financial Officer of Revlon, Inc., a global cosmetic, personal and beauty care products company, from 2014 until
2016. Prior to that, he was the Revlon Senior Vice President, Global Finance from 2013 to 2014 and served as Revlon’s Global Business
Process Owner, SAP, from February 2014 until September 2014. Prior to joining Revlon as a result of Revlon’s acquisition of The
Colomer Group Participations, S.L., a Spain-based salon and professional beauty business, Mr. Simon served in various senior finance
positions of increasing responsibility at The Colomer Group since 2002, including most recently serving as The Colomer Group’s
Chief Financial Officer from 2011 to 2014. Prior to that, he served as The Colomer Group’s Vice President of Finance for America
and Africa from 2008 until 2011.
Mr.
Simon contributes to Board discussions on capital allocation as well as financial reporting, planning, and budgeting based on his experience
in overseeing finance functions for complex, multinational businesses.
John
R. Strawn, Jr. – Independent Director
Mr.
Strawn was appointed to our Board of Directors in 2011. In 2010, Mr. Strawn became a founding partner of the law firm of Strawn Pickens
LLP in Houston, Texas. Prior to founding Strawn Pickens, Mr. Strawn was the Co-Managing Partner of Cruse Scott Henderson & Allen
LLP, a law firm based in Houston, Texas, since 1992. Mr. Strawn received his Juris Doctor from the University of Texas Law School and
his bachelor’s degree from Dartmouth College.
Mr.
Strawn brings to the Board of Directors over 35 years of legal experience, including extensive knowledge of our intellectual property
portfolio. His practice focuses on complex commercial litigation.
Bertrand
Velge – Independent Director
Mr.
Velge was appointed to our Board of Directors in 2019. Mr. Velge has been the Managing Director of Graftyset, Ltd., a wholesale beverage
distributor based in the United Kingdom, since it was incorporated in 2003. Mr. Velge has over twenty years of experience in multi-disciplinary
venture investing and was managing director and co-founder of a fund that trades equities in Europe, Asia, and the US focusing on IPOs.
He speaks English, Flemish and French, and is a graduate of the Universite Catholique de Louvain. Mr. Velge is also a member of the Board
of Directors of Quantum Computing Inc., a public company, and a member of the Board of Directors of Aliunde Ltd.
Mr.
Velge contributes extensive experience in international business management and investment. He also helps guide corporate governance
policies and practices, drawing from his public and private company board experience.
Robert
Jindal – Independent Director
Mr.
Jindal was appointed to our Board of Directors in 2022.
Mr. Jindal has served as an Operating Adviser to the Ares Private Equity Group of Ares Management
Corporation, an alternative investment manager, since July 2017. Mr. Jindal has served on the board of Hornbeck Offshore Services Inc.
since September 2020, and on the board of U.S. Heart and Vascular since May 2022. He previously served on the board of WellCare Health
Plans, Inc. from September 2018 through January 2020, on the board of Granicus, Inc. from October 2017 through February 2021, and on
the board of Cotton Holdings Inc. from June 2016 through December 2019. Mr. Jindal previously served eight years as the Governor of Louisiana
from 2008 to 2016, and represented Louisiana’s 1st District in Congress from 2005 to 2008. Mr. Jindal has also served as the Secretary
of the Louisiana Department of Health and Hospitals from 1995 to 1999, Executive Director of the National Bipartisan Commission on the
Future of Medicare in 1998, the President of the University of Louisiana System from 1999 to 2001, and Assistant Secretary of the U.S.
Department of Health and Human Services from 2001 to 2003. Mr. Jindal holds a Bachelor of Science from Brown University and a Master
of Letters from Oxford University.
Mr.
Jindal contributes extensive experience in public health and public policy, as well as government relations, based on his leadership
roles in state and federal government and his participation in public health and insurance initiatives.
Dr.
Joan LaRovere, M.D. – Independent Director
Dr.
LaRovere was appointed to our Board of Directors in February 2023. Dr. LaRovere is a Co-Founder
and Vice President of Virtue Foundation, founded in 2002, as a non-profit organization with Special Consultative Status to the United
Nations whose mission is to increase awareness, inspire action and render assistance through healthcare, education, and empowerment
initiatives. She currently serves on the board of directors of Virtue Foundation. She is an Assistant Professor of Pediatrics
at Harvard Medical School since 2011 and serves as Director of Innovation and Outcomes and a Senior Staff Physician at
Cardiac Intensive Care at Boston Children’s Hospital since 2011. Dr. LaRovere has been a Professional Advisor to the Martin
Trust Center for MIT Entrepreneurship and is on the board of directors of the Delta V Summer Accelerator Program since 2016. She
also serves as a Healthcare Operating Partner for iSelect Fund, a venture firm which invests in companies addressing critical
global issues, in food, health and nutrition, since 2021. Previously, Dr. LaRovere served as Chief of the Pediatric Intensive
Care Unit for The Royal Brompton Hospital, a part of Imperial College School of Medicine in London, from 1999 to 2011. She also
served as a Consulting Physician to Bupa Cromwell Hospital from 2000 to 2011. Dr. LaRovere holds a Bachelor of Arts in Visual and Environmental Studies from Harvard
University, a Master of Science in Genetics from the University of St. Andrews, a Doctorate of Medicine from Columbia University Vagelos
College of Physicians and Surgeons, and a Master of Business Administration from the MIT Sloan School of Management.
Dr.
LaRovere contributes extensive experience in medicine and innovation based on her roles as a physician, academic, and executive advising
emerging companies.
Board
Diversity Matrix
The
table below provides self-identified diversity statistics for our Board members as of April 24, 2023. Each of the categories listed in
the table below has the assigned meaning from Nasdaq Listing Rule 5605(f).
| Board Diversity Matrix (As of April 24, 2023) |
| Total
Number of Directors |
|
9 |
| | |
Female | | |
Male | | |
Non-Binary | | |
Did Not Disclose Gender | |
| Part I: Gender Identity | |
| | | |
| | | |
| | | |
| | |
| Directors | |
| 1 | | |
| 8 | | |
| - | | |
| - | |
| Part II: Demographic Background | |
| | | |
| | | |
| | | |
| | |
| Latino | |
| - | | |
| 1 | | |
| | | |
| | |
| Asian | |
| - | | |
| 2 | | |
| - | | |
| - | |
| White | |
| 1 | | |
| 5 | | |
| - | | |
| - | |
| LGBTQ+ | |
| - | |
| Did Not Disclose Demographic Background | |
| - | |
CORPORATE
GOVERNANCE
Determination
of Director Independence
Rule
5605 of the Nasdaq Listing Rules requires a majority of a listed company’s board of directors to be composed of independent directors.
In addition, the Nasdaq Listing Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation,
and nominating and corporate governance committees be independent and that compensation and audit committee members also satisfy additional
independence criteria under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Compensation committee
members also should qualify as “non-employee directors” under Rule 16b-3 of the Exchange Act.
Based
upon information requested from and provided by each director concerning his or her background, employment and affiliations, including
family relationships, our Board of Directors has determined that except for Justin Schreiber, Stefan Galluppi and Naveen Bhatia, each
director who served at any time during or since 2022, is an “independent director” as defined under Rule 5605(a)(2) of the
Nasdaq Listing Rules. Our Board of Directors also determined that Roberto Simon, John R. Strawn, Jr., and Bertrand Velge, who currently
constitute our Audit Committee, and John R. Strawn, Jr., Bertrand Velge, and Dr. Joseph V. DiTrolio, M.D., who constitute our Compensation
Committee, satisfy the independence and other qualification standards for such committees established by the SEC and the Nasdaq Listing
Rules, as applicable. In making such determinations, our Board of Directors considered the relationships that each such non-employee
director has with our Company and all other facts and circumstances our Board of Directors deemed relevant in determining independence.
Mr. Bhatia was determined not to be an independent director based on his consulting arrangement with the Company, which is described
under “Director Compensation.”
Board
Committees
The
Board currently has the following standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate
Governance Committee.
The
following table identifies the committee members:
| Name | |
Audit | |
Compensation | |
Nominating | |
Independent |
| Dr. Joseph V. DiTrolio, M.D. | |
| |
X | |
X | |
X |
| Roberto Simon | |
Chairman | |
X | |
| |
X |
| John R. Strawn, Jr. | |
X | |
Chairman | |
Chairman | |
X |
| Bertrand Velge | |
X | |
X | |
X | |
X |
| Robert Jindal | |
| |
| |
| |
X |
| Dr. Joan LaRovere, M.D. | |
| |
| |
| |
X |
Roberto
Simon is an “audit committee financial expert” within the meaning of the SEC rules.
Each
of our Board committees has its own charter, which is available on our website at www.lifemd.com. Each of the Board committees
has the composition and responsibilities described below.
Members
will serve on these committees until their resignation or until otherwise determined by our Board of Directors.
Audit
Committee
The
Audit Committee oversees our accounting and financial reporting processes and oversee the audit of our consolidated financial statements
and the effectiveness of our internal control over financial reporting. The specific functions of this Committee include, but are not
limited to:
| |
● |
the appointment of an independent
registered public accounting firm and overseeing the engagement of such firm; |
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● |
approving the fees to be
paid to the independent registered public accounting firm; |
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● |
helping to ensure the independence
of the independent registered public accounting firm; |
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overseeing the integrity
of our financial statements; |
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|
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● |
preparing an audit committee
report as required by the SEC to be included in our annual proxy statement; |
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● |
resolving any disagreements
between management and the auditors regarding financial reporting; |
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● |
reviewing with management
and the independent auditors any correspondence with regulators and any published reports that raise material issues regarding the
Company’s accounting policies; |
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|
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● |
reviewing and approving
all related-party transactions; and |
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● |
overseeing compliance with
legal and regulatory requirements. |
Compensation
Committee
Our
Compensation Committee assists the Board of Directors in the discharge of its responsibilities relating to the compensation of the Board
of Directors and our executive officers.
The
Committee’s compensation-related responsibilities include, but are not limited to:
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● |
reviewing and approving
on an annual basis the corporate goals and objectives with respect to compensation for our Chief Executive Officer; |
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● |
reviewing, approving, and
recommending to our Board of Directors on an annual basis the evaluation process and compensation structure for our other executive
officers; |
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|
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● |
determining the need for
and the appropriateness of employment agreements and change in control agreements for each of our executive officers and any other
officers recommended by the Chief Executive Officer or Board of Directors; |
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|
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● |
providing oversight of
management’s decisions concerning the performance and compensation of other Company officers, employees, consultants, and advisors; |
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● |
reviewing our incentive
compensation and other equity-based plans and recommending changes in such plans to our Board of Directors as needed, and exercising
all the authority of our Board of Directors with respect to the administration of such plans; |
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|
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● |
reviewing and recommending
to our Board of Directors the compensation of independent directors, including incentive and equity-based compensation; and |
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selecting, retaining, and
terminating such compensation consultants, outside counsel or other advisors as it deems necessary or appropriate. |
Pursuant
to the Compensation Committee’s charter, the Compensation Committee has the authority to retain or obtain the advice of compensation
consultants, legal counsel, and other advisors to assist in carrying out its responsibilities.
Nominating and Corporate Governance Committee
The
purpose of the Nominating and Corporate Governance Committee is to recommend to the board nominees for election as directors and persons
to be elected to fill any vacancies on the Board, develop and recommend a set of corporate governance principles, and oversee the performance
of the Board.
The
Committee’s responsibilities include:
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● |
recommending
to the Board of Directors nominees for election as directors at any meeting of stockholders and nominees to fill vacancies on the
Board; |
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● |
considering
candidates proposed by stockholders in accordance with the requirements in the Committee charter; |
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● |
overseeing
the administration of the Company’s code of business conduct and ethics; |
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reviewing
with the entire Board of Directors, on an annual basis, the requisite skills and criteria for Board candidates and the composition
of the Board as a whole; |
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● |
the
authority to retain search firms to assist in identifying Board candidates, approve the terms of the search firm’s engagement,
and cause the Company to pay the engaged search firm’s engagement fee; |
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● |
recommending
to the Board of Directors on an annual basis the directors to be appointed to each committee of the Board of Directors; |
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overseeing
an annual self-evaluation of the Board of Directors and its committees to determine whether it and its committees are functioning
effectively; and |
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|
|
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developing
and recommending to the Board a set of corporate governance guidelines applicable to the Company. |
The
Nominating and Corporate Governance Committee may delegate any of its responsibilities to subcommittees as it deems appropriate. The
Nominating and Corporate Governance Committee is authorized to retain independent legal and other advisors, and conduct or authorize
investigations into any matter within the scope of its duties.
Board
and Committee Meetings
During
the year ended December 31, 2022, the Board had 5 meetings, the Audit Committee had 5 meetings, the Compensation Committee had 5
meetings, and the Nominating Committee had 1 meeting.
There
were no directors who attended fewer than 75 percent of the aggregate total number of Board meetings and meetings of the Board committees
of which the director was a member during the applicable period.
Members
will serve on these committees until their resignation or until otherwise determined by our Board of Directors.
We
expect that, absent compelling circumstances, directors will attend the annual meetings. All of our directors in office at the time attended
the 2022 Annual Meeting of stockholders.
Director
Nominations
The
Nominating Committee is responsible for identifying and reviewing the qualifications of potential director candidates and recommending
to the Board those candidates to be nominated for election to the Board.
To
facilitate the search process for director candidates, the Nominating Committee may solicit our current directors and executives for
the names of potentially qualified candidates or may ask directors and executives to pursue their own business contacts for the names
of potentially qualified candidates. The Nominating Committee may also consult with outside advisors or retain search firms to assist
in the search for qualified candidates, or consider director candidates recommended by our stockholders. Once potential candidates are
identified, the Nominating Committee reviews the backgrounds of those candidates, evaluates candidates’ independence from us and
potential conflicts of interest, and determines if candidates meet the qualifications desired by the Nominating Committee of candidates
for election as director.
In
evaluating the suitability of individual candidates, the Nominating and Corporate Governance Committee may take into account many factors,
including: personal and professional integrity, ethics, and values; experience in corporate management, such as serving as an officer
or former officer of a publicly held company; strong finance experience; relevant social policy concerns; experience relevant to the
Company’s industry; experience as a board member or executive officer of another publicly held company; relevant academic expertise
or other proficiency in an area of the Company’s operations; diversity of expertise and experience in substantive matters pertaining
to the Company’s business relative to other board members; diversity of background and perspective, as described below; practical
and mature business judgment, including, but not limited to, the ability to make independent analytical inquiries; and any other relevant
qualifications, attributes or skills. The Board evaluates each individual in the context of the Board as a whole, with the objective
of assembling a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of
sound judgment using its diversity of experience in these various areas. In determining whether to recommend a director for re-election,
the Nominating Committee may also consider the director’s past attendance at meetings and participation in and contributions to
the activities of the Board.
Stockholders
may recommend individuals to the Nominating Committee for consideration as potential director candidates by submitting the names of the
recommended individuals, together with appropriate biographical information and background materials, to the Nominating Committee, c/o
General Counsel, LifeMD, Inc., 236 Fifth Avenue, Suite 400, New York, NY 10001. In the event there is a vacancy, and assuming that appropriate
biographical and background material has been provided on a timely basis, the Nominating Committee will evaluate stockholder-recommended
candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted
by others. Nominations for the 2024 Annual Meeting of Stockholders should be submitted no later than January 2, 2024.
Board
Diversity
While
we do not have a formal policy on diversity, our Board considers diversity to include the skill set, background, reputation, type, and
length of business experience of our Board members as well as a particular nominee’s contributions to that mix. Our Board believes
that diversity promotes a variety of ideas, judgments, and considerations to the benefit of our Company and stockholders. Although there
are many other factors, the Board primarily focuses on public company board experience, knowledge of the healthcare and telehealth industry,
or background in finance or technology, and experience operating growing businesses.
Board
Leadership Structure and Role in Risk Oversight
Justin
Schreiber serves as both the Chairman of our Board and our Chief Executive Officer. We believe having a single person serve as both Chair
of our Board and our Chief Executive Officer is the most effective leadership structure for us at this time.
As
Chairman of the Board, Mr. Schreiber’s key responsibilities include facilitating communication between our Board and management;
assessing management’s performance; managing board members; preparation of the agenda for each board meeting; acting as Chairman
of board meetings and meetings of our Company’s stockholders; and managing relations with stockholders, other stakeholders, and
the public.
Our
Board does not currently have a designated lead independent director. We are aware of the potential conflicts that may arise when an
interested director is Chairman of the Board, but we take steps to ensure that adequate structures and processes are in place to permit
our Board to function independently of management. For example, the directors are able to request at any time a meeting restricted to
independent directors for the purposes of discussing matters independently of management and are encouraged to do so should they feel
that such a meeting is required.
The
Board will continue to exercise its judgment on an ongoing basis to determine the optimal Board leadership structure that the Board believes
will provide effective leadership, oversight, and direction, while optimizing the functioning of both the Board and management and facilitating
effective communication between the two. The Board may modify its leadership structure in the future as it deems appropriate.
Risk
assessment and oversight are an integral part of our governance and management processes. Our management is responsible for our day-to-day
risk management activities. Our Audit Committee is responsible for overseeing our risk management process. Our Audit Committee focuses
on our general risk management policies and strategy, and the most significant risks facing us, including cybersecurity, and oversees
the implementation of risk mitigation strategies by management. Our Compensation Committee is responsible for overseeing risks related
to our compensation programs. Our Board is also apprised of particular risk management matters in connection with its general oversight
role, including approval of corporate matters and significant transactions.
Anti-Hedging
Policy
Our
Board has adopted an Insider Trading Compliance Policy, which applies to all of our directors, all of our officers, and any employee
with regular access to material, non-public information. Unless pre-approved by our Compliance Officer in each instance as an approved
exception to the Trading Policy, the policy prohibits our directors, officers, and applicable employees and any entities they control
from purchasing financial instruments such as prepaid variable forward contracts, equity swaps, collars, and exchange funds, or otherwise
engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s
equity securities, or that may cause an officer, director, or employee to no longer have the same objectives as the Company’s other
stockholders.
Code
of Ethics
Our
Board has adopted a Code of Ethics that applies to all of our employees, including our Executive Chairman, Chief Executive Officer, and
Chief Financial Officer. Although not required, the Code of Ethics also applies to our directors. The Code of Ethics provides written
standards that we believe are reasonably designed to deter wrongdoing and promote honest and ethical conduct, including the ethical handling
of actual or apparent conflicts of interest between personal and professional relationships, full, fair, accurate, timely and understandable
disclosure and compliance with laws, rules and regulations, including insider trading, corporate opportunities, and whistleblowing or
the prompt reporting of illegal or unethical behavior. We will provide a copy of our Code of Ethics, without charge, upon request in
writing to LifeMD, Inc. at 236 Fifth Avenue, Suite 400, New York, NY 10001, Attention: General Counsel.
Delinquent
Section 16(a) Reports
Section
16(a) of the Exchange Act requires the Company’s directors, executive officers, and persons who own more than 10% of the Company’s
Common Stock to file initial reports of ownership and changes in ownership of the Company’s Common Stock with the SEC. These individuals
are required by the regulations of the SEC to furnish us with copies of all Section 16(a) forms they file.
Based
solely upon a review of Forms 3 and 4 and amendments thereto furnished to the Company during the fiscal year ended December 31, 2022,
including those reports that we have filed on behalf of our directors and Section 16 officers, no director, Section 16 officer, beneficial
owner of more than 10% of the outstanding common stock of the Company, or any other person subject to Section 16 of the Exchange Act,
failed to file with the SEC on a timely basis during the fiscal year ended December 31, 2022, except that due to an administrative error,
(i) Denis Wijnker did not timely file a Form 4 for a grant of 80,000 options to purchase shares of common stock which occurred on December
29, 2021; and (ii) Alexander Mironov did not timely file a Form 4 for exercising a warrant for 22,000 shares of common stock which occurred
on January 11, 2022.
Communication
with our Board
Stockholders
may communicate with the Board by writing to us at LifeMD, Inc., 236 Fifth Avenue, Suite 400, New York, NY 10001, Attention: General
Counsel. Stockholders who would like their submission directed to a member of the Board may so specify, and the communication will be
forwarded, as appropriate.
Executive
Officers
The
following table sets forth information regarding our executive officers:
| Name |
|
Age |
|
Position |
| Justin
Schreiber |
|
40 |
|
Chief
Executive Officer and Director, Chairman of the Board |
| Stefan
Galluppi |
|
36 |
|
Chief
Innovation Officer and Director |
| Marc
Benathen |
|
43 |
|
Chief
Financial Officer |
| Alex
Mironov |
|
43 |
|
President |
| Brad
Roberts |
|
42 |
|
Chief
Operating Officer |
| Nicholas
Alvarez |
|
31 |
|
Chief
Acquisition Officer |
| Eric
Yecies |
|
45 |
|
General
Counsel and Chief Compliance Officer |
| Jessica
Friedeman |
|
39 |
|
Chief
Marketing Officer |
| Dennis
Wijnker |
|
47 |
|
Chief
Technology Officer |
| Maria
Stan |
|
48 |
|
Controller
and Principal Accounting Officer |
In
addition to the biographical information for Justin Schreiber and Stefan Galluppi, which is set forth above under Proposal 1, set forth
below is certain biographical information about our other executive officers. Our executive officers are elected by, and serve at the
discretion of, our Board of Directors.
Marc
Benathen - Chief Financial Officer
Marc
Benathen was appointed Chief Financial Officer of the Company in February 2021. Mr. Benathen combines over 18 years of experience in
financial, operational, and consumer products/services senior management. Previously, he had been involved in six companies in the consumer,
technology, and media industries holding positions including Chief Financial Officer, Vice President and Director. From 2017 through
January 2021, Mr. Benathen was the Chief Financial Officer for Blink Holdings, Inc. (dba Blink Fitness), a national fitness company.
From 2014 to 2017, he was Vice President of Finance for Blink Fitness. From December 2010 to January 2014, he was Senior Manager of Corporate
Finance of ANN, Inc., a NYSE-listed retail company that focused on women’s fashion. Mr. Benathen is also currently a director of
Baruch College Alumni Association and past Trustee of the Baruch College Fund, a charitable and alumni arm of Baruch College. He has
an undergraduate degree from Baruch College with Honors.
Alex
Mironov – President
Alex
Mironov was appointed President of the Company in June 2021. Mr. Mironov brings a wealth of knowledge from his over 20 years of experience
leading business development, mergers, and acquisitions, as well as corporate strategy in the pharmaceutical space, most recently at
Covis Pharma, a global private pharmaceutical company backed by Apollo Global Management, Inc., an investment manager with nearly half
a trillion of total assets under management. Over his career, Mr. Mironov has led transactions in the pharmaceutical space totaling over
$5 billion in value, including M&A, licensing, and equity and debt financings. At Covis, he served as Chief Business Officer from
2016 to 2021, leading global business development and M&A, corporate strategy, and life-cycle management, and taking responsibility
for over half a dozen transformational transactions, which significantly contributed to the accelerated growth and expansion of Covis
to over 50 global markets and new therapeutic segments. His contributions at Covis directly led to revenues increasing over 10x during
his tenure. Prior to Covis, Mr. Mironov held similar roles focusing on a buy and build strategy at Alvogen, Pernix Pharma, Esprit Pharma,
EKR Therapeutics, and Valera Pharma.
Brad
Roberts - Chief Operating Officer
Brad
Roberts was appointed Chief Operating Officer of the Company in December 2020. Mr. Roberts combines over 16 years of executive senior
level experience founding and operating direct-to-consumer, FinTech, and healthcare companies. Mr. Roberts previously served as President
at Circadian Funding, LLC, founded in 2018. From 2012 to 2018, Mr. Roberts was the Chief Operations Officer for Utility Partners of America
LLC., a leading provider of project and operational management services for U.S. utilities. From 2010 to 2012, he was Chief Operations
Officer for Claims Recovery Group, LLC, a provider of specialized professional audit expertise. From 2008 to 2010 he was the President
of Ashton Benefits, LLC, a leading employee benefits company. He has an undergraduate degree from Richard Stockton University and attended
graduate school at NYU Stern School of Business.
Nicholas
Alvarez – Chief Acquisition Officer
Nicholas
Alvarez was appointed as Chief Acquisition Officer of the Company in December 2020. Mr. Alvarez is an accomplished executive in the digital
marketing space. He is responsible for overseeing the Company’s customer acquisition efforts, including media buying and advertising
strategy across all brands, excluding PDFSimpli. Prior to his work for the Company, he worked at agencies Cheviot Capital and Internet
Brands, managing over $100 million in paid media budgets. From 2015 to 2016, he was a digital marketing specialist for Internet Brands
and worked on sites such as Lawyers.com and Carsdirect.com, among others. From 2016 to 2018, he worked as a Head Media Buyer at Cheviot
Capital, and from 2018 to 2020, he served as Head of Customer Acquisition of the Company. He has an undergraduate degree from Loyola
Marymount University.
Eric
Yecies – General Counsel and Chief Compliance Officer
Eric
Yecies was appointed General Counsel and Chief Compliance Officer of the Company in 2020. Mr. Yecies combines over 16 years of experience
practicing law in the intellectual property and life sciences spaces at three global law firms. From 2013 to 2020, Mr. Yecies was a Senior
Counsel and then Partner in the Intellectual Property Group of Holland & Knight. From 2008 to 2013, he was a Senior Associate in
the Patent Litigation Group of Goodwin Procter LLP. From 2004 to 2008, he was an Associate in the Fish and Neave Intellectual Property
Group of Ropes & Gray LLP. He has an undergraduate degree and master’s degree in biology (molecular concentrations) from the
University of Pennsylvania and a JD from New York University School of Law.
Jessica
Friedeman - Chief Marketing Officer
Jessica
Friedeman was appointed Chief Marketing Officer of the Company in January 2023. Ms. Friedeman has served as a leader in roles of increasing
responsibility and impact through several acquisitions, including most recently as Vice President, Product Marketing of Evariant from
2018 to 2020, when it was acquired by Healthgrades, Chief Marketing Officer of Healthgrades from 2020 to 2021, when it was divested to
Red Ventures, and Chief Marketing Officer of Mercury Healthcare from 2021 to 2022, when it was acquired by WebMD. She brings nearly 20
years’ experience engaging and retaining patients, with a proven track record of increasing efficiency and revenue by executing
go-to-market product strategy for forward-thinking, high growth companies. She offers specialized knowledge in customer relationship
management, SaaS technology, and the application of actionable insights through data science. Ms. Friedeman graduated with a BA in Neuroscience
and minor in Economics from Middlebury College.
Dennis
Wijnker – Chief Technology Officer
Dennis
Wijnker was appointed Chief Technology Officer of the Company in December 2021. Mr. Wijnker has extensive experience building web-based
and standalone platforms, primarily in the fields of Health Care and Life Sciences. Mr.Wijnker joins LifeMD from Doctor Evidence where
he worked from 2009 to 2021 as Senior Architect and Senior Vice President of Technology with various teams to create innovative solutions,
bringing analytics and insights powered by AI to the field of Evidence-based medicine. He also held leadership positions at Parexel/Perceptive
Informatics (now Calyx) where, alongside others, he developed a web-based, fully configurable Electronic Data Capture platform for managing
clinical trials that enjoyed wide adoption in the industry. He was also instrumental in introducing and implementing clinical data standards
to connect said platform with other technologies used in clinical trials. Prior to focusing on technology, Mr.Wijnker studied Bio-Pharmaceutical
Sciences at Leiden University (Leiden, The Netherlands).
Maria
Stan – Controller and Principal Accounting Officer
Maria
Stan was appointed Controller and Principal Accounting Officer of the Company in February 2022. Ms. Stan combines more than 20 years
of experience in accounting and finance, operational advisory, and international relations. Prior to her promotion to Principal Accounting
Officer, Ms. Stan had served as Controller of the Company since March 2021. Ms. Stan was a Director in the accounting and advisory practice
of Eventus Advisory Group, a Boutique CFO solutions firm focused on structuring financial and accounting processes, from 2017 to 2021.
She also held a position as Vice President and Controller for Kaplan North America, a subsidiary of Graham Holdings Company, a NYSE-listed
company, with operations in the US, Latin America, Europe, and Asia, from 2009 to 2017. Ms. Stan’s career started in public accounting
at Ernst & Young where she ascended to Manager in 2003 and then Senior Manager at KPMG in the audit and advisory practice from 2004
to 2009. Ms. Stan speaks three languages: English, Spanish, and Portuguese. She is a Certified Public Accountant. She earned her bachelor’s
in accounting from the City University of New York at Brooklyn College.