CareCloud (MTBC) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 4, 2026, with proxy materials distributed starting April 15, 2026.

• Shareholders will vote on director elections, executive compensation (say-on-pay), the 2026 Equity Incentive Plan, and the appointment of Tanner LLP as auditor.

• Board recommends voting in favor of all proposals.

• Record date for voting is April 7, 2026, with 42,492,949 shares of common stock outstanding.

Voting matters and shareholder proposals

• Election of Mahmud Haq and Cameron Munter to the Board for two-year terms.

• Advisory vote on executive compensation (say-on-pay) as disclosed in the proxy statement.

• Approval of the 2026 Equity Incentive Plan, authorizing up to 1,000,000 shares for equity awards.

• Approval of Tanner LLP as independent registered public accounting firm for 2026.

• No additional shareholder proposals or other business expected at the meeting.

Board of directors and corporate governance

• Board currently consists of five members, with three standing committees: Audit, Compensation, and Nominating and Corporate Governance.

• Cybersecurity subcommittee reports to the Audit Committee.

• Board and committee charters, Code of Conduct, and governance documents are available online.

• Board emphasizes diversity, ethics, and independence; three directors are independent under Nasdaq rules.

• Regular board and committee meetings held, with all directors attending at least 75% of meetings in 2025.