DEF 14A of Astrana Health, Inc., Apr 24, 2024

DEF 14A of Astrana Health, Inc.

Filed Apr 24, 2024 · FY20230001104659-24-050983

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | Name | Age | Director Since | Independent | Current Committee Memberships | | | | | | | | Audit | Compensation | Nominating | | Kenneth Sim, M.D. | 70 | 2017 | | | | | | Thomas S. Lam, M.D., M.P.H. | 74 | 2016 | | | | | | John Chiang | 61 | 2019 | ✓ | ✓ | ✓ | | | Weili Dai | 62 | 2021 | ✓ | | | | | J. Lorraine Estradas, R.N., B.S.N., M.P.H. | 76 | 2021 | | | | | | Mitchell W. Kitayama | 67 | 2017 | ✓ | | C | C | | Linda Marsh | 74 | 2019 | | | | | | Matthew Mazdyasni | 67 | 2019 | ✓ | ✓ | | ✓ | | David G. Schmidt | 76 | 2013 | ✓ | C | ✓ | ✓ | | | | | C = Chairperson | | | |

  3. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Stockholders will be asked at the 2024 Annual Meeting to elect nine directors who will constitute the full Board. Each elected director will hold office until the next annual meeting of stockholders, and the director’s successor is duly elected and qualified or until his or her earlier resignation or removal. The following individuals have been nominated by the Board for election to the Board: Kenneth Sim, M.D., Thomas S. Lam, M.D., M.P.H., John Chiang, Weili Dai, J. Lorraine Estradas, R.N., B.S.N., M.P.H., Mitchell W. Kitayama, Linda Marsh, Matthew Mazdyasni, and David G. Schmidt. All of the nominees are incumbent directors. Additional information about these nominees is provided below.

  4. Board Nomination and Election of Directors

    Board Nomination and Election of Directors Following a rigorous review process, the Nominating and Corporate Governance Committee recommended the nine incumbent directors for re-election at the 2024 Annual Meeting as they continue to contribute to the mix of experience, skills, and qualifications that we seek to be represented on the Board. Each nominee has been nominated by the Board, acting upon the recommendation of the Nominating and Corporate Governance Committee. Unless authority to vote for any nominee is withheld, the shares represented by the enclosed proxy will be voted FOR the election of all nominees as directors. In the event that a nominee is unable or unwilling to serve as a director at the time of the 2024 Annual Meeting, all proxies received by the proxy holders named on the accompanying proxy card will be voted FOR the election of such other person as either proxy holder may designate in such nominee’s place. In the event that additional persons are nominated for election as directors, the proxy holders intend to vote all proxies received by them for each of the nominees listed below, unless instructions are given to the contrary. As of the date of this proxy statement, the Board is not aware of any nominee who is unable or unwilling to serve as a director. If elected at the 2024 Annual Meeting, a director will serve until the annual meeting of our stockholders to be held in 2025 and a successor has been duly elected and qualified, or until his or her earlier resignation or removal.

  5. Board Nomination and Election of Directors

    | THE BOARD RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR ALL” OF THE DIRECTOR NOMINEES. |

  6. BACKGROUND OF DIRECTORS

    BACKGROUND OF DIRECTORS The following sets forth certain information concerning the nominees to the Board, all of whom are incumbent directors of the Company. The information presented below regarding each nominee’s specific experience, expertise, qualifications, attributes, and skills led the Board to conclude that such nominee should serve as a director. Additionally, the Board believes that each director nominee has a reputation for integrity, honesty, and adherence to high ethical standards and has demonstrated business acumen and sound judgment, as well as a commitment of service to the Company and the Board. There are no family relationships among our directors or executive officers, except that Brandon K. Sim, M.S., our Chief Executive Officer, is the son of Dr. Sim, Executive Chairman.

  7. BACKGROUND OF DIRECTORS

    | Kenneth Sim, M.D. Executive Chairman Age: 70 Director since: 2017 | Dr. Sim is the Co-Founder and Executive Chairman of the Company. He has been the Chairman of Astrana Health Management, Inc., a wholly owned subsidiary of the Company (“AHM”), since 2013 and has been a member of the AHM Board of Directors since 2006. Dr. Sim also serves as the Chairman of the board of APC. Dr. Sim is a Fellow of the American College of Surgeons and was awarded the Independent Physician Leadership Award in 2014 by the Los Angeles County Medical Association. Dr. Sim is also a member of the Governing Board of Directors at Alhambra Hospital Medical Center and a Board Member on the National Council of Asian Pacific Islander Physicians. As an entrepreneur, Dr. Sim founded “Healthcare City” in the City of Industry, California, which helped streamline the healthcare process by providing outpatient health services at one location which included a surgical center, a senior wellness center and laboratory, radiology and urgent care services. He received his bachelor’s degree from the University of California, Los Angeles and received his medical training from the Loma Linda University School of Medicine and the Autonomous University of Guadalajara, in Guadalajara, Mexico. Dr. Sim’s qualifications to serve on the Board include his more than 30 years of experience as a practitioner, entrepreneur, and administrator in the medical industry, including his years of operating experience as the Company’s Executive Chairman and his 12 years of experience prior to AHM’s business combination with the Company as a member of AHM’s board of directors and subsequent service as the chairman of AHM’s board of directors. |

  8. BACKGROUND OF DIRECTORS

    | Thomas S. Lam, M.D., M.P.H. Vice Chairman Age: 74 Director since: 2016 | Dr. Lam is the Co-Founder of the Company and has served as Vice Chairman of the Company since January 2024. Dr. Lam previously served as the Company’s Co-Chief Executive Officer and President from September 2019 to January 2024; as the Company’s Chief Executive Officer from April 2019 to September 2019; and as the Company’s Co-Chief Executive Officer from December 2017 to March 2019. Dr. Lam has been a member of the Board since January 2016. Dr. Lam has also served as Chief Executive Officer of AHM since January 2006 and has been a member of AHM’s Board of Directors since 2005. From January 2006 to September 2014, Dr. Lam was the Chairman and CEO of APC. Since October 2014, he has served as the Chief Executive Officer and Chief Financial Officer of APC. Dr. Lam was the recipient of the Corporate Citizens of the Year Award from the Board of Directors of East Los Angeles College Foundation in April 2014. In February 2015, the YMCA Board of Directors of West San Gabriel Valley honored Dr. Lam as the recipient of the Heart of the Community Award. Dr. Lam received his medical training from New York Medical College and gastroenterology training from Georgetown University. Dr. Lam’s qualifications to serve on the Board include his approximately 30 years of experience as a practitioner, entrepreneur, and administrator in the medical industry, including his years of operating experience as a Chief Executive Officer of the Company and his 12 years of experience prior to AHM’s business combination with the Company as AHM’s chief executive officer and board member. |

  9. BACKGROUND OF DIRECTORS

    | John Chiang Age: 61 Director since: 2019 Board Committees: • Audit • Compensation | Mr. Chiang serves as a consultant and previously served as California State Treasurer from 2015 to 2019. From 2007 to 2015, he served as California State Controller. Prior to this, he served on the California Board of Equalization from 1999 to 2006. Mr. Chiang began his career as a tax law specialist for the Internal Revenue Service. He then worked as an attorney for then-California State Controller Gray Davis and also worked on the staff of California Senator Barbara Boxer. Mr. Chiang graduated with honors with a Bachelor of Science degree in finance from the University of South Florida and received his Doctor of Laws degree from Georgetown University Law Center. Mr. Chiang also serves as a member of companies including: • Board of Director of Boom Interactive since May 2023 • Board of Director of Chijet Motor Company, Inc. since June 2023 • Board of Director of Pasadena Private Lending, LLC since December 2023. Prior to his service as Board of Director, Mr. Chiang served on the Advisory Board since 2019 • Advisory Board of Adept Urban since January 2021 • Board of Director of GrubMarket since February 2024 • Board of Director of Chime TV Mr. Chiang previously served as a member of the following companies: • Board of Director of Aegis Systems • Corporate advisory board of Calyx Peak Companies from February 2019 to December 2022; • Board of Director of Zeus Technologies from January 2019 to March 2021. • Board of Director of Deep Medicine Acquisition Corp. (n/k/a TruGolf Holdings, Inc.) from October 2022 to January 2024 Mr. Chiang’s qualifications to serve on the Board include his finance, tax, and legal expertise and significant experience in public office, including his over 23 years of experience as Treasurer, Controller and a member of the Board of Equalization of the State of California, as well as his extensive experience as a director of both public and private companies. |

  10. BACKGROUND OF DIRECTORS

    | Weili Dai Age: 62 Director since: 2021 | Boasting over 25 years of experience in the technology industry, Ms. Dai is the cofounder of global semiconductor company Marvell Technology where she served as President and Director until 2016. In 2018, Ms. Dai cofounded MeetKai, Inc., an AI-enabled personalized conversational search company, and continues to serve as its Executive Chairwoman today. She also serves as Chairman of the Board at Lark Technologies, Inc., a healthcare technology company aimed at delivering scalable, virtual chronic conditions care and preventive healthcare through conversational AI. Ms. Dai has been honored on Forbes’ “World’s Most Powerful Women” list and was named an EY Entrepreneur of the Year. She is recognized for her visionary work at Marvell and in technology advocacy for women and minorities. Ms. Dai holds a Bachelor of Science degree in Computer Science from the University of California, Berkeley. Ms. Dai’s qualifications to serve on the board include her extensive experience and expertise in the technology industry and board or executive-level role with numerous technology, data science, and AI companies, including Marvell Technology, MeetKai, Inc, and Lark Technologies, Inc. |

  11. BACKGROUND OF DIRECTORS

    | J. Lorraine Estradas, R.N., B.S.N., M.P.H. Age: 76 Director since: 2021 | Ms. Estradas currently serves as the Chief Executive Officer of Arroyo Vista Family Health Center, a non-profit network of community health centers serving Greater Northeast Los Angeles since 1981. Under Ms. Estradas’ leadership, Arroyo Vista has grown from a small storefront clinic to a healthcare delivery network of four health centers and a mobile medical clinic serving the healthcare needs of medically underserved families within its local communities as a Federally Qualified Health Center (FQHC). Ms. Estradas has a Bachelor of Science degree in Nursing as well as a master’s degree in Public Health, both from UCLA. While pursuing an education, Ms. Estradas continued advocacy for access to quality health care for the poor and medically underserved in Los Angeles. Her experience included hospital and community public health nursing at UCLA, the Eastern Los Angeles Regional Center for the Developmentally Disabled, the State of California Department of Health Services – Rural Health Farmworker Division, and Arroyo Vista Family Health Center. Ms. Estradas’ qualifications to serve on the board include her extensive experience and expertise in healthcare service provision and healthcare administration, including as Chief Executive Officer of Arroyo Vista Family Health Center. |

  12. BACKGROUND OF DIRECTORS

    | Mitchell W. Kitayama Lead Independent Director Age: 67 Director since: 2017 Board Committees: • Compensation (Chair) • Nominating and Corporate Governance (Chair) | Mr. Kitayama serves as the Company’s Lead Independent Director and has served as a Board member since December 2017. Mr. Kitayama has served as Chairman of the board of directors of Winslow Drake, a boutique investment advisory and wealth management practice, since June 2016; as Managing Director of MMK & Associates, which advises financial institutions, medical groups, and private companies, since May 2009; and as President of Advanced Biomedical Inc., since September 2019. From April 2005 to May 2009, he served as the Chief Executive Officer, Vice Chairman, and Director of Metro United Bank, and as the Executive Vice President for its holding company, MetroCorp. He also previously served Senior Vice President Treasurer of East West Bank. He served as Chairman of the American Diabetes Association-Los Angeles and on the National Finance Committee. Mr. Kitayama also served as a Trustee and Treasurer for the Los Angeles Ronald McDonald House and served on the Finance and Investment Committees for the Ronald McDonald House Charities of Southern California. He served on the President’s cabinet and the Alexis de Tocqueville Society for the United Way of Greater Los Angeles. He also served on the board for the National Banker’s Association. He is a Certified Cash Manager and received a B.A. in Biology with a Chemistry Minor and an M.B.A. from Baylor University. Mr. Kitayama’s qualifications to serve on the Board include his extensive financial expertise and leadership experience gained from his service as board member and executive officer of multiple for-profit and non-profit organizations, including his service as Chief Executive Officer, Vice Chairman, and Director of Metro United Bank. |

  13. BACKGROUND OF DIRECTORS

    | Linda Marsh Age: 74 Director since: 2019 | Ms. Marsh is currently the Senior Executive Vice President of AHMC Healthcare Inc., a fully integrated hospital health system in Southern California with over 1,200 acute care beds and over 7,000 employees. She joined AHMC Healthcare in 1999 and oversees all financial matters for seven acute care hospitals: San Gabriel Valley Medical Center, Garfield Medical Center, Anaheim Regional Medical Center, Whittier Hospital Medical Center, Alhambra Hospital, Monterey Park Hospital and Greater El Monte Community Hospital. Additionally, Ms. Marsh is responsible for all federal, state and local government relations, as well as all risk management activities. Ms. Marsh has also served as the Senior Executive Vice President of Health Source MSO Inc. since 2005. Ms. Marsh has served as a member of the board of directors of Fulgent Genetics, Inc. since August 2019. Ms. Marsh is a Board member of the Hospital Association of Southern California, a Board member of Private Essential Access Community Hospitals and also a Board member of the American Red Cross. She is also an active member of the Healthcare Financial Management Association. In addition, she chairs or is a participating member of numerous hospital governing boards, hospital committees and community organizations. Ms. Marsh received a Bachelor of Science degree in economics and a master’s degree in accounting from the University of Southern California. She also completed a healthcare executive program at the University of Colorado. Ms. Marsh’s qualifications to serve on the Board include her extensive experience in the healthcare industry and in particular, her expertise in hospital administration, government relations, and risk management gained through her various executive and board-level roles with numerous healthcare organizations, including AHMC Healthcare, the Hospital Association of Southern California, Fulgent Genetics, and the American Red Cross. |

  14. BACKGROUND OF DIRECTORS

    | Matthew Mazdyasni Age: 67 Director since: 2019 Board Committees: • Audit • Nominating and Corporate Governance | Mr. Mazdyasni currently provides consulting and advisory services to various companies and previously served as Executive Vice-President, Chief Administrative and Chief Financial Officer of HealthCare Partners Holding, LLC until February 2014. As a member of the senior executive team, Mr. Mazdyasni significantly contributed to HealthCare Partners’ success, which led to its acquisition by DaVita, Inc. in November 2012. Prior to joining HealthCare Partners in 1982, he worked for national and local public accounting firms. Mr. Mazdyasni holds a Master of Science degree in accounting from the University of Kentucky. Mr. Mazdyasni’s qualifications to serve on the Board include his extensive experience and expertise in healthcare service provision and healthcare administration, including as Chief Financial Officer of Healthcare Partners Holding, LLC. |

  15. BACKGROUND OF DIRECTORS

    | David G. Schmidt Age: 76 Director since: 2013 Board Committees: • Audit (Chair) • Compensation • Nominating and Corporate Governance | Mr. Schmidt has been a member of the Board since May 2013. He has served since January 2011 as Principal of Schmidt & Associates, a consultancy practice that focuses on strategic planning and implementation in the healthcare industry. From April 2015 through May 2019, Mr. Schmidt also served as the CEO of the TPG-International Health Academy, a company that organizes trade missions to expose Senior Health Plan and Health System executives from the United States to other country’s health systems. From August 2002 to December 2010, he served as the CEO and member of the Board of SCAN Health Plan, a provider of Medicare Advantage plans. From 2000 to 2002, Mr. Schmidt served as CEO of Medicheck, a firm that provided Internet-based financial service management to healthcare organizations, which was sold to Passport Health Communications. He served on Passport’s board of directors from 2002 to 2006. From 1992 to 1998, he was the Senior Vice President of Sales and Customer Services for Care America/Blue Shield Health Plan and Regional Vice President for FHP Healthcare. He received a bachelor’s in economics from UCLA and a Master of Business Administration from The Anderson School of Management at UCLA. Prior to his healthcare experience, he held senior management roles in manufacturing companies including Avery Dennison. He also served on the Board of Beacon Healthcare Systems and was a founding board member of the SCAN Foundation, a 501(c)(3) corporation focused on long-term care in the U.S. Mr. Schmidt’s qualifications to serve on the Board include his over 40 years of experience in the healthcare industry, including his years of experience as a principal with the healthcare consulting firm, Schmidt & Associates, and his lengthy tenures as Chief Executive Officer of various healthcare service providers, including TPG-International Health Academy, SCAN Health Plan, and Medicheck. |

  16. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION Non-employee director compensation in 2023 consisted of the following: • An annual cash retainer of $80,000 for board services, paid in monthly installments; • An annual cash retainer for committee members, paid in monthly installments, in the following amounts: Audit Committee — $12,000, Compensation Committee — $10,000 and Nominating & Corporate Governance Committee — $10,000; • An annual cash retainer for committee chairpersons, paid in monthly installments, in the following amounts: Audit Committee — $10,000, Compensation Committee — $5,000 and Nominating & Corporate Governance Committee — $5,000; • An annual cash fee of $20,000 for the lead independent director, paid in monthly installments; • Additional cash compensation, at a rate of $1,200 per day or a pro-rated portion thereof, for Board service requiring out-of-town travel; • Restricted stock awards that vest on December 9, 2024 (or if earlier, upon the date of the Reporting Person’s cessation of service on the Company’s board of directors). The following table reflects the compensation awarded to, earned by, or paid to our directors for the year ended December 31, 2023. Drs. Sim and Lam are not included in the following table because they received no separate compensation for their services as directors of the Company, and all compensation earned by them during the year ended December 31, 2023, as executive officers of the Company is reflected in the Summary Compensation Table below.

  17. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name | Fees Earned in Cash(1) ($) | Restricted Stock Awards(2) ($) | All Other Compensation ($) | Total ($) | | Ernest A. Bates, M.D.(3) | $60,000 | $— | $— | $60,000 | | John Chiang | $102,000 | $171,713 | $— | $273,713 | | Weili Dai | $80,004 | $131,948 | $— | $211,952 | | J. Lorraine Estradas, R.N., B.S.N., M.P.H. | $— | $— | $— | $— | | Michael F. Eng(4) | $11,500 | $— | $— | $11,500 | | Mitchell W. Kitayama | $129,996 | $244,013 | $— | $374,009 | | Linda Marsh | $80,004 | $131,948 | $— | $211,952 | | Matthew Mazdyasni | $102,418 | $171,713 | $— | $274,131 | | David G. Schmidt | $122,004 | $207,863 | $— | $329,867 |

  18. NON-EMPLOYEE DIRECTOR COMPENSATION

    (1) The amounts reported in this column represent the total cash compensation earned in 2023 for service as a director. (2) The amount shown in this column reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, “Compensation — Stock Compensation.” The value shown of the stock awards is based on the fair market value of the Company’s common stock on the date of grant and was computed by multiplying the number of shares awarded to each director by the closing price of the Company’s common stock on the date of grant. The amount shown for the stock award excludes the impact of estimated forfeiture related to service-based vesting conditions and may not correspond to the actual value that is recognized by each officer upon the vesting of such grant. (3) Dr. Bates’s term as a director expired at the 2023 annual meeting of stockholders. Mr. Eng resigned from the Board effective as of February 15, 2023.

  19. 2023 Say-on-Pay and Response to Stockholder Feedback

    | What We Heard | What We Did | | | Stockholders expect a compensation peer group that aligns with Astrana’s valuation and growth trajectory | Implemented a formal compensation peer group for purposes of setting compensation levels for 2024. | | | Stockholders would like clearer parameters around annual incentives, with focus on profitable growth | Beginning with 2024, target annual bonus opportunities will be based on a percentage of base salary and actual award payouts will be based on the achievement of predetermined financial and strategic goals as follows: | | | | Performance Measures | Weightings | | | Revenue | 50% | | | Adjusted EBITDA | 25% | | | Annual Wellness Visit Percentage | 25% | | | Actual awards may range between 0% and 200% of target, based on results. | | | Stockholders would like to see a more market-aligned approach to equity-based compensation | Beginning with 2024 grants, the Compensation Committee will grant awards using a mix of 1/3 time-based and 2/3 performance-based restricted stock units to each of the named executive offers. • Time-based restricted stock units will vest in equal installments over four-years, starting on the first six-month anniversary of the grant date. • Performance-based restricted stock units will vest based on the achievement of predetermined Adjusted EBITDA and Revenue goals at the end of a three-year performance measurement period. | | | Stockholders would like executives and non-employee directors to be subject to stock ownership requirements | Implemented new stock ownership guidelines of five times base salary for the CEO, three times base salary for all other Section 16 Officers and three times annual cash retainers for all non-employee directors | |

  20. Best Compensation Practices & Policies

    | What We Do | What We Don’t Do | | ✓ Place heavy emphasis on variable compensation | ✘ No hedging or pledging (without prior written approval of the CEO) | | ✓ Maintain a clawback policy | ✘ No option backdating or repricing | | ✓ Hold an annual say-on-pay vote | ✘ No excessive perquisites | | ✓ Maintain a Compensation Committee of independent directors | ✘ No excise tax gross ups | | ✓ Engage an independent compensation consultant | ✘ No guaranteed incentives | | ✓ Hold annual compensation risk assessments | ✘ No “single trigger” severance payments upon a change in control | | ✓ Maintain stock ownership guidelines | ✘ No repricing of stock options without stockholder approval |

  21. The Decision-Making Process

    The Decision-Making Process The Role of the Compensation Committee. The Compensation Committee oversees the executive compensation program for our named executive officers. The Compensation Committee is comprised of independent, non-employee members of the Board. The Compensation Committee works with its independent consultant and management to examine the effectiveness of the Company’s executive compensation program throughout the year. Details of the Compensation Committee’s authority and responsibilities are specified in its charter, which may be accessed at www.astranahealth.com, by selecting “Investors,” and then “Governance,” and then “Board Committees.” The Compensation Committee typically performs an annual strategic review of our executive officers’ compensation to determine whether such compensation provides adequate incentives and motivation to our executive officers and whether it adequately compensates our executive officers relative to comparable officers in other similarly situated companies. The Compensation Committee makes all final compensation and equity award decisions regarding our named executive officers. The role of Management. For compensation decisions relating to executive officers other than the Chief Executive Officer, the Compensation Committee considers recommendations from our Chief Executive Officer and Executive Chairman. When determining compensation for our Chief Executive Officer (formerly our Co-Chief Executive Officers) and Executive Chairman, the Compensation Committee considers such factors as competitive industry salaries, an assessment of the Chief Executive Officer’s (formerly each Co-Chief Executive Officer’s) and the Executive Chairman’s contributions made during the preceding year, and his respective industry expertise. The Chief Executive Officer and Executive Chairman do not participate in the deliberations of the Compensation Committee regarding their own compensation. Role of the Independent Compensation Consultant. For 2023, the Company retained Pearl Meyer as its independent compensation consultant to provide analysis and recommendations that inform the Compensation Committee’s decisions with respect to executive officer compensation, including, among other things, analysis and input on compensation program structure and performance measures and goals. Pearl Meyer did not perform any other services for the Company in 2023. The Company has reviewed the independence of Pearl Meyer under applicable SEC and Nasdaq rules and believes that Pearl Meyer does not have any conflicts of interest in advising the Company. The Role of the Peer Group. The Compensation Committee believes that it is important when making its compensation-related decisions to be informed as to the current practices of similarly situated companies. For purposes of setting compensation levels for 2023, and historically, the Compensation Committee reviewed broad-based third-party surveys and other information collected from public and private sources regarding the compensation for executive officers of comparably sized companies. However, ensuring that our compensation peer group is aligned with our business objectives and stockholder expectations is a priority — especially as we evolve at a rapid pace. In February 2024, our independent compensation consultant conducted a comprehensive analysis to develop a formal compensation peer group that is aligned with our valuation and growth trajectory. The analysis looked at companies operating in the health care providers and services sector as well as the health care technology industry with a comparable market capitalization (targeting companies with a market value of between 0.3x and 3.0x of our market value) and revenue (targeting companies with revenues between 0.5x and 3.5x our estimated revenue). Our Compensation Committee also qualitatively evaluated each prospective peer group company based on business focus and corporate strategy to identify companies in a similar space, to the extent possible, and seeks to maintain year-over-year continuity in our peer group by maintaining flexibility in applying the foregoing criteria, particularly in uncertain market conditions. The compensation peer group companies selected by our Compensation Committee for 2024 executive compensation purposes are listed below along with graphs of the Company and the peer group’s stock performance for five years, three years, and one year. The annual changes shown in the graphs are based on the assumption that $100 was invested in each common stock on base year, and that all dividends were reinvested. The stock price performance included in the line graph below is not necessarily indicative of future stock price performance.

  22. Annual Cash Bonus Awards

    Annual Cash Bonus Awards For 2023, our named executive officers had an opportunity to earn an annual cash-based bonus award based on the achievement of Company and individual performance results. Annual cash bonuses are intended to reward both incremental improvement and continued strong performance. For 2023, all awards were paid from a bonus funding pool, subject to the achievement of Adjusted EBITDA goals. We use Adjusted EBITDA as the primary performance measure for annual cash bonuses because it focuses the team on profitable growth, while continuing to provide strong accountability for returns. Adjusted EBITDA also provides a more useful illustration of our financial performance and the ongoing operations of our business, since the adjustments exclude certain expenses that are not indicative of our recurring core operating results. This facilitates better comparisons to our historical performance and our competitors’ operating results. For 2023, the bonus pool was funded based on achieving Adjusted EBITDA as follows:

  23. Annual Cash Bonus Awards

    | Performance Range: | Threshold | Target | Stretch | | Adjusted EBITDA Range: | $120 million | $140 million | $160 million | | Pool Funding (as a % of Adjusted EBITDA) | 4% | 6% | 8% |

  24. Annual Cash Bonus Awards

    If the Company achieves the threshold EBITDA goal, the Compensation Committee may then use its business judgement to determine actual bonus payouts based on its holistic view of performance results and considers the following factors: • Key financial performance results compared to prior year and budget expectations; • Comparison to peers to ensure a balanced perspective of relative performance (i.e., financial, regulatory, business/strategy mode, geographic, etc.); • General economic conditions and degree of difficulty in attaining performance objectives; • One time, or non-recurring events, whether positive or negative; and • Individual performance contributions and achievements. For 2023, the Company achieved $146 million in Adjusted EBITDA. As a result, the organizations bonus pool was funded at 6.6%. Actual award amounts were also based on our strong performance as described in the “2023 Business Overview” section above, the significant contributions of the named executive officers to drive our success during a volatile period within the value-based care sector, and the additional efforts of Brandon K. Sim, M.S. and Chandan Basho, M.B.A. to successfully execute the CFC acquisition, which is our Company’s most significant acquisition to date. Annual cash bonus awards to each of the named executive officers are listed in the Summary Compensation Table.

  25. Equity Compensation Awards

    Equity Compensation Awards Our Compensation Committee believes that in order to appropriately incentivize the named executive officers to create stockholder value, a significant portion of their compensation should be in the form of equity-based compensation. Our equity-based compensation program is designed to promote stock ownership by our executives and senior management, tie compensation realized to stock price performance and encourage retention. In 2023, the Compensation Committee granted long-term equity incentive awards using a mix of time-based and performance-based restricted stock awards for each of the named executive officers. Time-based restricted stock awards are intended to provide the named executive officers with the economic equivalent of a direct ownership interest in the Company during the vesting period and provide us with significant retention security regardless of post-grant share price volatility. Performance-based restricted stock awards link actual earned award values to the achievement of certain financial and/or operational objectives and to drive long-term stockholder value. A Closer Look at Performance-Based Equity. For 2023, our Chief Executive Officer’s performance-based equity was granted in two separate tranches and vests contingent upon achieving specific Revenue and Adjusted EBITDA milestones by the end of fiscal year 2025:

  26. Equity Compensation Awards

    | | Revenue Target | Adjusted EBITDA Target | | Tranche 1 | $1.514 billion | $121 million | | Tranche 2 | $1.675 billion | $134 million |

  27. Equity Compensation Awards

    These targets reflect a Compound Annual Growth Rate (CAGR) of 18% and 20% for Tranche 1 Revenue and Tranche 2 Revenue, respectively, and an 8% Adjusted EBITDA margin for each tranche, based on the target Revenue, reinforcing our commitment to outperformance in our industry. For 2023, other named executive officers were granted performance equity based on similarly challenging financial milestones to that of Mr. Sim, and included additional quantitative goals tailored to their respective roles. The grants made to the named executive officers in 2023 are set forth in the Grants of Plan-Based Awards and Outstanding Equity Awards tables that follow.

  28. Nonqualified Deferred Compensation Plan

    Nonqualified Deferred Compensation Plan Effective July 1, 2023, we adopted a nonqualified deferred compensation plan (the “Deferred Compensation Plan”) that allows certain employees, including the named executive officers, to elect to defer receipt of a portion of their base salary and bonus payments. The Company also has the discretionary authority to make contributions to participant accounts under the Deferred Compensation Plan. Amounts deferred under the Deferred Compensation Plan are credited with earnings (or losses) based on notional investment options elected by the participant until payment in accordance with the participant’s payment elections and the terms of the Deferred Compensation Plan.

  29. Executive Employment Agreements

    Executive Employment Agreements Employment Agreements in Effect During Fiscal 2023 We have entered into employment agreements with each of our named executive officers, which set terms and conditions of each executive’s employment. The employment agreement in effect during fiscal 2023 generally have initial terms of one year with automatic renewals and provides for annual cash bonuses as determined by the board of directors in its discretion consistent with the Company’s business plan, eligibility to receive cash or equity awards under the long-term incentive plans, and other benefits, including the payment of premiums for medical, dental, vision, disability, and life insurance. Additionally, the employment agreement of each named executive officer, as in effect during fiscal 2023, provides that the executive officer’s employment may be terminated by the employer (a) in the event of death or disability of the executive officer, (b) without cause (as defined in the employment agreement) upon thirty (30) to sixty (60) days advance written notice, or (c) for cause at any time. The executive officer may terminate his employment at any time and for any reason, including for good reason (as defined in the employment agreement). Upon termination of the executive officer’s employment by the employer for cause or by the executive officer without good reason, the executive officer shall be paid any earned but unpaid base salary or annual bonus through the date of termination, accrued but unused paid time off and unpaid expense reimbursements. Upon termination of the executive officer’s employment by the employer without cause or by the executive officer for good reason, in addition to the amounts described in the preceding sentence, the executive officer shall be entitled to receive an amount equal to one-twelfth (1/12) of the executive officer’s most recent base salary times the number of full years of service completed, not to exceed twelve (12) years. In addition, upon the termination of the executive officer’s employment by the employer without cause, by the executive officer for good reason, or as a result of the executive officer’s death or disability, the executive officer will be 100% vested with respect to any outstanding long-term incentive awards (subject to the actual achievement of any applicable performance goals for long-term incentive awards subject to corporate or business performance goals). Each employment agreement also contains restrictive covenants for the Company’s benefit, including confidentiality, non-solicitation and inventions assignment provisions. 2024 Amended and Restated Employment Agreements for CEO and COO/CFO Effective April 2, 2024, the Company entered into amended and restated employment agreements with our President and Chief Executive Officer, Brandon K. Sim, M.S., and with our Chief Operating Officer and Chief Financial Officer, Chandan Basho, M.B.A. (the “2024 Employment Agreements”). Each of the 2024 Employment Agreements has an initial term of three years ending on April 2, 2027, and will automatically renew for successive one-year terms on each annual anniversary thereafter, unless either party provides written notice of intent not to renew at least sixty days prior to that date. Under his 2024 Employment Agreement, Mr. Sim is entitled to receive an annual base salary of $850,000 and a target annual cash bonus opportunity of 125% of his annual base salary, and under his 2024 Employment Agreement, Mr. Basho is entitled to receive an annual base salary of $600,000 and a target annual cash bonus opportunity of 80% of his annual base salary. Mr. Sim and Mr. Basho are eligible to participate in any long-term incentive plan available to similarly positioned executives, and they also are eligible to participate in the employee benefit plans offered to the Company’s employees. The employee benefits of Mr. Sim and Mr. Basho will include (i) Company-paid premiums for medical, dental and vision care coverage; (ii) Company-paid insurance premiums for short-term and long-term disability insurance, providing for no less than 60% of annual base salary; and (iii) Company-paid insurance premiums for term life insurance providing for no less than two million dollars of coverage. Each of the 2024 Employment Agreements provides that if the employment of Mr. Sim or Mr. Basho is terminated by the Company without cause or by the executive for good reason, then, in addition to any earned but unpaid base salary or annual bonus, accrued but unused paid time off and unpaid expense reimbursements, Mr. Sim or Mr. Basho would be entitled to receive the following severance benefits, subject to his provision of a release of claims in favor of the Company: (i) one year of annual base salary, or two years of annual base salary, if his termination occurs within two years following a “Change of Control” (as defined in the 2024 Employment Agreement); and (ii) subject to his election of continued coverage under COBRA, an amount in cash equal to the Company’s premium amounts paid for his coverage under the Company’s group medical, dental and vision programs for a period of twelve months, or a period of twenty-four months, if his termination occurs within two years following a Change of Control. In addition, if the employment of Mr. Sim or Mr. Basho is terminated by the Company without cause, by him for good reason, or as a result of his death or disability, Mr. Sim or Mr. Basho will be 100% vested with respect to any outstanding long-term incentive awards (subject to the actual achievement of any applicable performance goals for long-term incentive awards subject to corporate or business performance goals). Each 2024 Employment Agreement also contains restrictive covenants for the Company’s benefit, including confidentiality, non-solicitation and inventions assignment provisions.

  30. Summary Compensation Table (“SCT”)

    Summary Compensation Table (“SCT”) The following table discloses the compensation awarded to, earned by, paid to or accrued to our named executive officers listed therein for the years ended December 31, 2023, 2022, and 2021, respectively:

  31. Summary Compensation Table (“SCT”)

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards(1) ($) | All Other Compensation ($) | Total ($) | | Kenneth Sim, M.D. | 2023 | $950,000 | $1,000,000(2) | $3,253,500(3) | $— | $20,100(4) | $5,223,600 | | Executive Chairman | 2022 | $950,000 | $450,000(5) | $— | $— | $94,015(4) | $1,494,015 | | | 2021 | $950,000 | $— | $4,661,541 | $1,115,766 | $136,220(4) | $6,863,527 | | Thomas Lam, M.D., M.P.H. | 2023 | $950,000 | $1,000,000(2) | $3,253,500(3) | $— | $14,062(6) | $5,217,562 | | Vice Chairman | 2022 | $950,000 | $450,000(5) | $— | $— | $87,709(6) | $1,487,709 | | | 2021 | $950,000 | $— | $4,661,541 | $1,115,766 | $129,887(6) | $6,857,194 | | Brandon K. Sim, M.S. | 2023 | $712,308(7) | $1,087,500(2) | $12,499,943(8) | $— | $11,499(9) | $14,311,250 | | Chief Executive Officer | 2022 | $670,000(10) | $1,000,000(5) | $13,567,843(11) | $— | $64,932(9) | $15,302,775 | | | 2021 | $364,423 | $750,000(12) | $5,587,518(13) | $2,229,313 | $74,903(9) | $9,006,157 | | Chandan Basho, M.B.A. | 2023 | $415,385(14) | $675,000(2) | $4,598,401(15) | $— | $8,720(16) | $5,697,506 | | Chief Financial Officer | 2022 | $195,000 | $385,000(5) | $3,308,377 | $213,431 | $1,419(16) | $4,103,227 | | and Corporate Secretary | | | | | | | | | Albert Young, M.D., M.P.H. | 2023 | $400,000 | $150,000(2) | $— | $— | $12,773(17) | $562,773 | | Chief Administrative | 2022 | $400,000 | $150,000(5) | $— | $— | $23,673(17) | $573,673 | | Officer | 2021 | $400,000(18) | $— | $— | $— | $53,726(17) | $453,726 |

  32. Summary Compensation Table (“SCT”)

    (1) The amount shown in this column reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, “Compensation — Stock Compensation.” Please see Footnote 1 of the Grants of Plan-Based Awards in 2023 table below for a discussion of the assumptions and methodologies used to calculate the valuations of the stock and option awards. The amount shown in the Stock Awards column for Mr. Basho for 2023 also reflects the incremental fair value of $298,625, as computed in accordance with FASB ASC Topic 718, attributable to the modification of Mr. Basho’s outstanding restricted stock awards on May 16, 2023, the date that the Compensation Committee approved changes to the number of restricted shares and the previously-established performance goals applicable to those awards. (2) Reflects bonus awarded in 2023; cash payment received in 2024. (3) The restricted stock award of $1,084,500 was granted in recognition of performance in 2022 and 2023. The remaining restricted stock award of $2,169,000 was granted with pre-established performance goals. (4) Reflects $19,998 in 2023, $20,938 in 2022 and $21,010 in 2021 for health, dental, and life insurance premiums paid for applicable year; cash payment of $73,077 in 2022 and $115,210 in 2021 for unused paid time off; $102 in 2023 for work from home and commuting reimbursement. (5) Reflects bonus awarded in 2022; cash payment received in 2023. (6) Reflects $13,960 in 2023, $14,632 in 2022 and $14,677 in 2021 for health, dental, and life insurance premiums paid for applicable year; cash payment of $73,077 in 2022 and $115,210 in 2021 for unused paid time off; $102 in 2023 for work from home and commuting reimbursement. (7) Per Mr. Sim’s employment agreement dated June 8, 2020, base salary subject for annual increases. Effective March 12, 2023, a Personnel Action Form increased the annual salary in 2022 of $670,000 to $725,000 effective for the 2023 year. (8) The restricted stock award of $4,499,977 was granted in recognition of performance in 2022. The restricted stock award of $7,999,966 was granted with pre-established performance goals. Reflects $4,699 in 2023, $7,293 in 2022 and $6,772 in 2021 for health, dental, and life insurance premiums paid for applicable year; cash payment of $51,538 in 2022 and $62,331 in 2021 for unused paid time off; $6,600 in 2023, $6,100 in 2022 and $5,800 in 2021 relating to the Company’s 401(k) matching contribution; $200 in 2023 for work from home reimbursement. Per Mr. Sim’s employment agreement dated June 8, 2020, base salary subject for annual increases. On August 2, 2022, a Personnel Action Form increased the annual salary in 2021 of $375,000 to $670,000 effective for the 2022 year. (11) The restricted stock award of $4,796,706 was granted in recognition of performance in 2021. The restricted stock award of $8,771,137 was granted with pre-established performance goals. (12) Reflects bonus awarded in 2021; cash payment received in 2022. (13) The restricted stock award of $2,554,394 was granted in recognition of performance in 2020. The restricted stock award of $3,033,124 was granted in recognition of performance in 2021. (14) Per Mr. Basho’s employment agreement dated April 12, 2022, base salary subject for annual increases. Effective March 12, 2023, a Personnel Action Form increased the annual salary in 2022 of $300,000 to $450,000 effective for the 2023 year. (15) The restricted stock award of $2,299,965 was granted in recognition of performance in 2022. The restricted stock award of $2,298,436 was granted with pre-established performance goals. (16) Reflects $1,335 in 2023 and $1,400 in 2022 for medical waiver of health and dental insurance premiums paid for applicable year; $695 in 2023 and $19 in 2022 for health, dental, and life insurance premiums paid for applicable year; $6,600 in 2023 relating to the Company’s 401(k) matching contribution; $90 in 2023 for work from home reimbursement. (17) Reflects $12,659 in 2023, $6,750 in 2022 and $6,755 in 2021 for health, dental, and life insurance premiums paid for applicable year; cash payment of $16,923 in 2022 and $46,971 in 2021 for unused paid time off; $114 in 2023 for work from home and commuting reimbursement. (18) Per Dr. Young’s employment agreement dated June 8, 2020, base salary subject for annual increases. On August 3, 2020, a Personnel Action Form increased the annual salary in 2020 of $366,000 to $400,000 effective for the 2021 year. For a description of the material terms of the employment agreements, please see “Named Executive Officer Employment Agreements and Potential Payments Upon Change of Control or Termination” below.

  33. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The following table sets forth information regarding equity awards granted under the Company’s 2015 Equity Incentive Plan to our named executive officers in 2023:

  34. Grants of Plan-Based Awards in 2023

    | Name | Grant Date | Stock Awards: Number of Shares of Stock (#) | Option Awards: Number of Shares of Stock Underlying Options (#) | Exercise or Base Price of Option Awards ($/Share) | Grant Date Fair Value of Stock and Option Awards(1) ($) | | Kenneth Sim, M.D. | 12/15/2023 | 90,000(2) | — | $— | $3,253,500 | | Thomas Lam, M.D., M.P.H. | 12/15/2023 | 90,000(2) | — | $— | $3,253,500 | | Brandon K. Sim, M.S. | 05/16/2023 | 380,053(3) | — | $— | $12,499,943 | | Chandan Basho, M.B.A. | 05/16/2023 | 130,732(4) | — | $— | $4,598,401 |

  35. Grants of Plan-Based Awards in 2023

    (1) The amount shown in this column reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, “Compensation — Stock Compensation.” The value shown of the stock awards is based on the fair market value of the Company’s common stock on the date of grant and was computed by multiplying the number of shares awarded to each officer by the closing price of the Company’s common stock on the date of grant. The amount shown for the stock award excludes the impact of estimated forfeiture related to service-based vesting conditions and may not correspond to the actual value that is recognized by each officer upon the vesting of such grant. The amount shown in this column for Mr. Basho also includes the incremental fair value of $298,625, as computed in accordance with FASB ASC Topic 718, attributable to the modification of Mr. Basho’s outstanding restricted stock awards on May 16, 2023, the date that the Compensation Committee approved changes to the number of restricted shares and the previously-established performance goals applicable to those awards. (2) Of the 90,000 restricted stock awards, 30,000 of the shares of restricted stock shall vest in four equal annual installments beginning on a date during the first quarter of 2025 to be determined by the compensation committee of the Company’s board of directors. Vesting for the time-based restriction is generally contingent on the officer’s continued employment with the Company through the applicable vesting date. The award was granted in recognition of performance in 2022 and 2023 and was not based on any pre-established performance goals. The remaining 60,000 restricted stock awards reflects restricted stock awarded subject to the achievement of a pre-established performance goal. The shares of restricted stock shall, based on the date the performance goal is achieved, vest either (i) in four equal annual installments, beginning on a date during the first quarter of 2025 to be determined by the compensation committee of the Company’s board of directors or (ii) three annual installments of 15,000, 7,500 and 7,500, respectively, beginning on a date during the first quarter of 2026 to be determined by the compensation committee. Vesting is contingent on the officer’s continued employment with the Company through the applicable vesting date and achievement of performance-based conditions. (3) Of the 380,053 restricted stock awards, 136,819 of the shares shall vest in eight equal semi-annual installments, beginning on September 30, 2023. Vesting for the time-based restriction is generally contingent on the officer’s continued employment with the Company through the applicable vesting date. The award was granted in recognition of performance in 2022 and was not based on any pre-established performance goals. The remaining 243,234 shares shall vest upon achievement of certain pre-established performance goals. Vesting is contingent on the officer’s continued employment with the Company through the applicable vesting date and achievement of performance-based conditions. Of the 130,732 restricted stock awards, 9,121 of the shares shall vest in two equal annual installments beginning May 16,2024. 60,808 of the shares shall vest in four (as nearly as possible) annual installments, beginning on May 16, 2024. Vesting for the time-based restriction is generally contingent on the officer’s continued employment with the Company through the applicable vesting date. The award was granted in recognition of performance in 2022 and was not based on any pre-established performance goals. The remaining 60,803 shares shall vest upon achievement of certain pre-established performance goals and shall vest 50% on May 16, 2023, 25% on October 14, 2023, and 25% on April 14, 2024. Vesting is contingent on the officer’s continued employment with the Company through the applicable vesting date and achievement of performance-based conditions.

  36. Outstanding Equity Awards at Year-End

    Outstanding Equity Awards at Year-End The following table summarizes the outstanding equity awards held by the Company’s named executive officers as of December 31, 2023:

  37. Outstanding Equity Awards at Year-End

    | | | OPTION AWARDS(1) | | | | STOCK AWARDS | | | Name | Grant Date | Number of Shares of Stock Underlying Unexercised Options — Exercisable | Number of Shares of Stock Underlying Unexercised Options — Unexercisable | Option Exercise Price ($/Share) | Option Expiration Date | Number of Shares of Stock That Have Not Vested (#) | Market Value of Shares of Stock That Have Not Vested(2) ($) | | Kenneth Sim, M.D. | 12/15/2023 | — | — | — | — | 90,000(3) | 3,447,000 | | | 11/02/2021 | 19,668 | 9,834(4) | $71.45 | 11/2/2026 | — | — | | | 11/02/2021 | — | — | — | — | 21,748(5) | 832,948 | | | 12/10/2020 | 29,502 | — | $17.78 | 12/10/2025 | — | — | | | 12/30/2019 | 28,046 | — | $18.65 | 12/30/2024 | — | — | | Thomas S. Lam, | 12/15/2023 | — | — | — | — | 90,000(3) | 3,447,000 | | M.D., M.P.H. | 11/02/2021 | 19,668 | 9,834(4) | $71.45 | 11/2/2026 | — | — | | | 11/02/2021 | — | — | — | — | 21,748(5) | 832,948 | | | 12/10/2020 | 29,502 | — | $17.78 | 12/10/2025 | — | — | | | 12/30/2019 | 28,046 | — | $18.65 | 12/30/2024 | — | — | | Brandon K. Sim, M.S. | 05/16/2023 | — | — | — | — | 362,951(6) | 13,901,023 | | | 11/04/2022 | — | — | — | — | 28,655(7) | 1,097,486 | | | 06/27/2022 | — | — | — | — | 279,931(8) | 10,721,357 | | | 11/02/2021 | 36,324 | 18,162(9) | $80.00 | 11/2/2026 | — | — | | | 11/02/2021 | — | — | — | — | 14,151(10) | 541,983 | | | 02/03/2021 | 21,334 | — | $23.24 | 2/2/2026 | — | — | | Chandan Basho, | 05/16/2023 | — | — | — | — | 103,372(11) | 3,959,148 | | M.B.A. | 04/14/2022 | 12,217 | — | $41.59 | 4/14/2025 | — | — | | | 04/14/2022 | — | — | — | — | 21,640(12) | 828,812 |

  38. Outstanding Equity Awards at Year-End

    (1) Reflects non-qualified stock options granted to each officer with a term of three to five years. Vesting is generally contingent on each officer’s continued employment with the Company through the applicable vesting date. (2) The amounts shown in this column were computed by multiplying the number of shares awarded to each officer by the closing price of the Company’s common stock on December 31, 2023. (3) Of the remaining outstanding 90,000 restricted stock awards granted on December 15, 2023, 30,000 reflects restricted stock awarded with time-based restrictions that have a remaining vesting date of four equal annual installments beginning on a date during the first quarter of 2025 to be determined by the compensation committee of the Company’s board of directors. 60,000 restricted stock awards reflects restricted stock awarded subject to the achievement of a pre-established performance goal. The shares of restricted stock shall, based on the date the performance goal is achieved, vest either (i) in four equal annual installments, beginning on a date during the first quarter of 2025 to be determined by the compensation committee of the Company’s board of directors or (ii) three annual installments of 15,000, 7,500 and 7,500, respectively, beginning on a date during the first quarter of 2026 to be determined by the compensation committee. The remaining outstanding options of 9,834 shares that were initially granted on November 2, 2021 have a remaining vesting date of November 2, 2024. The remaining outstanding restricted stock awards of 21,748 shares that were initially granted on November 2, 2021 have a remaining vesting date of November 2, 2024. (6) Of the remaining outstanding 362,951 restricted stock awards granted on May 16, 2023, 119,717 reflects restricted stock awarded with time-based restrictions that have a remaining vesting date of March 31, 2024, September 30, 2024, March 31, 2025, September 30, 2024, March 31, 2026, September 30, 2026, and March 30, 2027. The remaining 243,234 shares shall vest upon achievement of certain pre-established performance goals. Vesting is contingent on the officer’s continued employment with the Company through the applicable vesting date and achievement of performance-based conditions. (7) Of the remaining outstanding 28,655 restricted stock awards granted on November 4, 2022, 8,335 reflects restricted stock awarded with time-based restrictions that have a remaining vesting date of June 27, 2024, June 27, 2025, and June 27, 2026. The remaining 20,320 shares shall vest upon achievement of certain pre-established performance goals. Vesting is contingent on the officer’s continued employment with the Company through the applicable vesting date and achievement of performance-based conditions. (8) Of the remaining outstanding 279,931 restricted stock awards granted on June 27, 2022, 81,420 reflects restricted stock awarded with time-based restrictions that have a remaining vesting date of June 27, 2024, June 27, 2025, and June 27, 2026. The remaining 198,511 shares shall vest upon achievement of certain pre-established performance goals. Vesting is contingent on the officer’s continued employment with the Company through the applicable vesting date and achievement of performance-based conditions. (9) The remaining outstanding options of 18,162 shares that were initially granted on November 2, 2021 have a remaining vesting date of November 2, 2024. (10) The remaining outstanding restricted stock awards of 14,151 shares that were initially granted on November 2, 2021 have a remaining vesting date of November 2, 2024. (11) Of the remaining outstanding 105,561 restricted stock awards granted on May 16, 2023, 9,121 reflects restricted stock awarded with time-based restrictions that have a remaining vesting date of May 16, 2024 and May 16, 2025 and 60,808 reflects restricted stock awarded with time-based restrictions that have a remaining vesting date of May 16, 2024, May 16, 2025, May 16, 2026, and May 16, 2027. The remaining 33,443 shares shall vest upon achievement of certain pre-established performance goals and shall vest 75% on a date determined by the compensation committee and 25% on April 14, 2024. Vesting is contingent on the officer’s continued employment with the Company through the applicable vesting date and achievement of performance-based conditions. The remaining outstanding restricted stock awards of 21,640 shares that were initially granted on April 4, 2022 have a remaining vesting date of April 14, 2024, April 14, 2025, and April 14, 2026.

  39. Options Exercises and Stock Vested at Year-End

    Options Exercises and Stock Vested at Year-End The following table provides information on restricted stock that vested for the following named executive officers of the Company during the year ended December 31, 2023.

  40. Options Exercises and Stock Vested at Year-End

    | Name | Number of Options Exercised | Value realized upon Exercise ($) | Number of Shares Acquired Vesting | Value Realized upon Vesting(1) ($) | | Kenneth Sim, M.D. | — | — | 43,495 | $1,325,292 | | Thomas S. Lam, M.D., M.P.H. | — | — | 43,495 | $1,325,292 | | Brandon K. Sim, M.S. | — | — | 114,358 | $3,827,598 | | Chandan Basho, M.B.A. | — | — | 34,573 | $1,141,422 | | Albert Young, M.D., M.P.H. | — | — | — | — |

  41. Options Exercises and Stock Vested at Year-End

    (1) The value realized represents the quoted market value of the underlying shares on the vesting date multiplied by the number of shares vested.

  42. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Effective July 1, 2023, the company adopted the Astrana Health, Inc. Nonqualified Deferred Compensation Plan (the “Deferred Compensation Plan”), a nonqualified deferred compensation plan that allows certain employees, including the named executive officers, to elect to defer receipt of a portion of their base salary and bonus payments. The Company also has the discretionary authority to make Company contributions to participant accounts under the Deferred Compensation Plan. Amounts deferred under the Deferred Compensation Plan are credited with earnings (or losses) based on notional investment options elected by the participant until payment in accordance with the participant’s payment elections and the terms of the Deferred Compensation Plan. The table below sets forth information regarding executive and company contributions, earnings and withdrawals during 2023 and the account balances as of December 31, 2023, for the named executive officers under the Deferred Compensation Plan:

  43. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last FY(1) ($) | Company Contributions in Last FY ($) | Aggregate Earnings (Losses) in Last FY(2) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE(3) ($) | | Kenneth Sim, M.D. | $— | $— | $— | $— | $— | | Thomas Lam, M.D., M.P.H. | $— | $— | $— | $— | $— | | Brandon K. Sim, M.S. | $— | $— | $— | $— | $— | | Chandan Basho, M.B.A. | $22,569 | $— | $1,462 | $— | $24,031 | | Albert Young, M.D., M.P.H. | $— | $— | $— | $— | $— |

  44. Nonqualified Deferred Compensation

    (1) Executive contributions to the Deferred Compensation Plan in the last fiscal year are reflected in the 2023 Summary Compensation Table on page 38 of this proxy statement. (2) Aggregate earnings (losses) in the last fiscal year are not reflected in the 2023 Summary Compensation Table because the earnings (losses) were neither preferential nor above-market. (3) The Deferred Compensation Plan did not become effective until July 1, 2023. Accordingly, no portion of the aggregate balance at the last fiscal year end was previously reported in the Summary Compensation Table for any executive for any prior fiscal year.

  45. Named Executive Officer Employment Agreements and Potential Payments Upon Change of Control or Termination

    Named Executive Officer Employment Agreements and Potential Payments Upon Change of Control or Termination The following named executive officers: Kenneth Sim, M.D. (Executive Chairman), Thomas Lam, M.D. (Vice Chairman), Brandon K. Sim, M.S. (Chief Executive Officer and President), and Albert Young, M.D., M.P.H. (Chief Administrative Officer) entered into employment agreements with the Company’s wholly owned subsidiary, Astrana Health Management, Inc. (“AHM”), on June 8, 2020. Chandan Basho, M.B.A. (Chief Financial Officer, Chief Operating Officer and Corporate Secretary) entered into an employment agreement with the Company’s wholly owned subsidiary, AHM, on April 12, 2022. The annual base salaries of each named executive officer, as in effect on December 31, 2023, were as follows:

  46. Named Executive Officer Employment Agreements and Potential Payments Upon Change of Control or Termination

    | Name | Positions | Annual Base Salary ($) | | Kenneth Sim, M.D. | Executive Chairman | $950,000 | | Thomas Lam, M.D., M.P.H. | Vice Chairman | $950,000 | | Brandon K. Sim, M.S. | Chief Executive Officer | $725,000 | | Chandan Basho, M.B.A. | Chief Financial Officer, Chief Operating Officer, Corporate Secretary | $450,000 | | Albert Young, M.D., M.P.H. | Chief Administrative Officer | $400,000 |

  47. Named Executive Officer Employment Agreements and Potential Payments Upon Change of Control or Termination

    The employment agreement of each named executive officer, as in effect on December 31, 2023, has an initial term of one (1) year with automatic renewals and provides for annual cash bonuses as determined by the board of directors in its discretion consistent with the Company’s business plan, eligibility to receive cash or equity awards under the long-term incentive plans, and other benefits, including the payment of premiums for medical, dental, vision, disability, and life insurance. Additionally, the employment agreement of each named executive officer, as in effect on December 31, 2023, provides that the executive officer’s employment may be terminated by the employer (a) in the event of death or disability of the executive officer, (b) without cause (as defined in the employment agreement) upon thirty (30) to sixty (60) days advance written notice, or (c) for cause at any time. The executive officer may terminate his employment at any time and for any reason, including for good reason (as defined in the employment agreement). Upon termination of the executive officer’s employment by the employer for cause or by the executive officer without good reason, the executive officer shall be paid any earned but unpaid base salary or annual bonus through the date of termination, accrued but unused paid time off and unpaid expense reimbursements. Upon termination of the executive officer’s employment by the employer without cause or by the executive officer for good reason, in addition to the amounts described in the preceding sentence, the executive officer shall be entitled to receive an amount equal to one-twelfth (1/12) of the executive officer’s most recent base salary times the number of full years of service completed, not to exceed twelve (12) years. Each employment agreement also contains restrictive covenants for the Company’s benefit, including confidentiality, non-solicitation and inventions assignment provisions. The foregoing description of the employment agreements does not purport to be complete and is qualified in its entirety by the full text of the employment agreements, copies of which the Company filed as exhibits to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2020, Form 10-Q for the quarter ended June 30, 2022, and Form 10-K for the year ended December 31, 2023. The following table sets forth estimates of the payments and benefits each named executive officer would have been entitled to receive from us upon a termination of employment by the Company without cause or by the executive for good reason, assuming that such termination had occurred December 31, 2023. In accordance with SEC rules, the potential payments were determined under the terms of our contracts, agreements, plans and arrangements as in effect on December 31, 2023. The tables do not include any previously vested awards or accrued benefits. Because the payments to be made to a named executive officer depend on several factors, the actual amounts to be paid out upon a triggering event can only be determined at the time of the triggering event. Amounts reported for accelerated vesting of equity awards are determined based on the closing price of our common stock on December 29, 2023, and, for performance-based equity awards, assuming that all performance conditions had been satisfied as of the last day of the 2023 fiscal year. The estimated amounts reported in the table below for accelerated vesting of equity awards also would have been received if the employment of each of the named executive officers had terminated on the last day of the 2023 fiscal year as a result of death or disability.

  48. Named Executive Officer Employment Agreements and Potential Payments Upon Change of Control or Termination

    | Name | Cash Severance ($) | Accelerated Vesting of Equity Awards ($) | Welfare Benefit Continuation ($) | Total ($) | | Kenneth Sim, M.D. | $950,000 | $2,029,250 | $20,965 | $3,000,215 | | Thomas Lam, M.D., M.P.H. | $950,000 | $2,029,250 | $14,637 | $2,993,887 | | Brandon K. Sim, M.S. | $241,667 | $8,635,229 | $6,080 | $8,882,976 | | Chandan Basho, M.B.A. | $37,500 | $828,812 | $675 | $866,987 | | Albert Young, M.D., M.P.H.(1) | $400,000 | $— | $20,190 | $420,190 |

  49. Named Executive Officer Employment Agreements and Potential Payments Upon Change of Control or Termination

    Based on the employment agreement entered into with Dr. Young in 2020.

  50. CEO PAY RATIO

    CEO PAY RATIO As required by applicable SEC rules, we are providing the following information about the relationship between the annual total compensation paid to the median employee and the annual total compensation of each of our former Co-Chief Executive Officers, Dr. Lam and Mr. Sim, who held such roles until January 19, 2024. For 2023, our last completed fiscal year, the median of the annual total worldwide compensation of our employees (other than our Co-Chief Executive Officers) was $55,555. As reported in the Summary Compensation Table, the annual total compensation of Dr. Lam and Mr. Sim was $5,217,562 and $14,311,250, respectively. Based on this information, for 2023, the ratio of the annual total compensation of Dr. Lam and Mr. Sim to the median of the annual total compensation of all our employees (other than our Co-Chief Executive Officers) was 94 to 1 and 258 to 1, respectively. We took the following steps to identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our Co-Chief Executive Officers: • We determined that, during the year ended December 31, 2023, our employee population consisted of approximately 1,800 individuals, excluding our Co-Chief Executive Officers. This population consisted of full-time and part-time employees employed with us during the period. • We identified our median employee from that employee population based on annual total compensation. • For the annual total compensation of our median employee, we calculated the elements of that employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $55,555. For the annual total compensation of Mr. Sim and Dr. Lam, who were each serving as our Co-Chief Executive Officers on December 31, 2023, we used the amounts reported for 2023 in the “Total” column of the Summary Compensation Table included in this proxy statement.

  51. PAY V. PERFORMANCE

    | Year | SCT Total For PEO | Compensation Actually Paid (“CAP”) to PEO | SCT Total For PEO | CAP to PEO | SCT Total For PEO | CAP to PEO | Average SCT Total For Non- PEO NEOs(3) | Average CAP To Non- PEO NEOs(2)(3) | Value of Initial Fixed $100 Investment Based on TSR of: | | Net Income | Adjusted EBITDA(6) | | | Thomas S. Lam, M.D., M.P.H(1)(2) | | Brandon K. Sim, M.S.(1)(2) | | Kenneth Sim, M.D.(1)(2) | | | | ASTH(4) | S&P 500 Healthcare Index(4)(5) | (In millions) | | | 2023 | $5,217,562 | $4,314,127 | $14,311,250 | $13,561,755 | $— | $— | $3,827,960 | $3,356,039 | $208 | $143 | $58 | $147 | | 2022 | $1,487,709 | $(5,920,199) | $15,302,775 | $997,261 | $— | $— | $1,667,352 | $(574,925) | $161 | $140 | $46 | $140 | | 2021 | $6,857,194 | $16,090,110 | $9,006,157 | $15,536,119 | $6,863,527 | $16,096,441 | $688,309 | $1,155,454 | $399 | $143 | $46 | $134 | | 2020 | $2,515,142 | $2,412,546 | $— | $— | $2,521,773 | $2,419,178 | $685,422 | $695,307 | $99 | $113 | $122 | $103 |

  52. Summary Compensation Table to Compensation Actually Paid Reconciliation Table

    Summary Compensation Table to Compensation Actually Paid Reconciliation Table

  53. Summary Compensation Table to Compensation Actually Paid Reconciliation Table

    | | PEO #1 Thomas S. Lam, M.D., M.P.H. | | | | | | 2023 | 2022 | 2021 | 2020 | | Total Reported in Summary Compensation Table (SCT) | $5,217,562 | $1,487,709 | $6,857,194 | $2,515,142 | | Less, Value of Stock & Option Awards Reported in SCT(1) | (3,253,500) | — | (5,777,307) | (1,450,003) | | Plus, Year-End Value of Awards Granted in Fiscal Year That Are Unvested and Outstanding | 2,298,000 | — | 5,875,821 | 1,486,990 | | Plus, Change in Fair Value of Prior Year Awards That Are Outstanding and Unvested | 171,330 | (3,852,379) | 4,920,552 | (67,429) | | Plus, FMV of Awards Granted this Year That Vested this Year | — | — | — | — | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards That Vested this year | (119,265) | (3,555,529) | 4,213,850 | (72,154) | | Less, Prior Year Fair Value of Prior Year awards That Failed to Vest this year | — | — | — | — | | Plus, Dividends or Earnings Paid on Awards not Otherwise Reflected in Fair Value | — | — | — | — | | Compensation Actually Paid | $4,314,127 | $(5,920,199) | $16,090,110 | $2,412,546 |

  54. Summary Compensation Table to Compensation Actually Paid Reconciliation Table

    | | PEO #2 Brandon K. Sim, M.S. | | | | | 2023 | 2022 | 2021 | | Total Reported in Summary Compensation Table (SCT) | $14,311,250 | $15,302,775 | $9,006,157 | | Less, Value of Stock & Option Awards Reported in SCT(1) | (12,499,943) | (13,567,843) | (7,816,831) | | Plus, Year-End Value of Awards Granted in Fiscal Year That Are Unvested and Outstanding | 9,243,092 | 6,778,744 | 13,976,639 | | Plus, Change in Fair Value of Prior Year Awards That Are Outstanding and Unvested | 1,821,347 | (5,032,202) | — | | Plus, FMV of Awards Granted this Year That Vested this Year | 527,597 | — | — | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards That Vested this year | 158,412 | (2,484,213) | 370,154 | | Less, Prior Year Fair Value of Prior Year awards That Failed to Vest this year | — | — | — | | Plus, Dividends or Earnings Paid on Awards not Otherwise Reflected in Fair Value | — | — | — | | Compensation Actually Paid | $13,561,755 | $997,261 | $15,536,119 |

  55. Summary Compensation Table to Compensation Actually Paid Reconciliation Table

    | | PEO #3 Kenneth Sim, M.D. | | | | 2021 | 2020 | | Total Reported in Summary Compensation Table (SCT) | $6,863,527 | $2,521,773 | | Less, Value of Stock & Option Awards Reported in SCT(1) | (5,777,307) | (1,450,003) | | Plus, Year-End Value of Awards Granted in Fiscal Year That Are Unvested and Outstanding | 5,875,819 | 1,486,991 | | Plus, Change in Fair Value of Prior Year Awards That Are Outstanding and Unvested | 4,920,552 | (67,429) | | Plus, FMV of Awards Granted this Year That Vested this Year | — | — | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards That Vested this year | 4,213,850 | (72,154) | | Less, Prior Year Fair Value of Prior Year awards That Failed to Vest this year | — | — | | Plus, Dividends or Earnings Paid on Awards not Otherwise Reflected in Fair Value | — | — | | Compensation Actually Paid | $16,096,441 | $2,419,178 |

  56. Summary Compensation Table to Compensation Actually Paid Reconciliation Table

    | | Average NEOs | | | | | | 2023 | 2022 | 2021 | 2020 | | Total Reported in Summary Compensation Table (SCT) | $3,827,960 | $1,667,352 | $688,309 | $685,422 | | Less, Value of Stock & Option Awards Reported in SCT(1) | (2,617,300) | (880,452) | (205,730) | (204,895) | | Plus, Year-End Value of Awards Granted in Fiscal Year That Are Unvested and Outstanding | 1,818,867 | 524,690 | 652,802 | 107,514 | | Plus, Change in Fair Value of Prior Year Awards That Are Outstanding and Unvested | 180,624 | (956,215) | 17,308 | — | | Plus, FMV of Awards Granted this Year That Vested this Year | 155,544 | 77,967 | — | 107,266 | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards That Vested this year | (9,656) | (1,008,267) | 2,765 | — | | Less, Prior Year Fair Value of Prior Year awards That Failed to Vest this year | — | — | — | — | | Plus, Dividends or Earnings Paid on Awards not Otherwise Reflected in Fair Value | — | — | — | — | | Compensation Actually Paid | $3,356,039 | $(574,925) | $1,155,454 | $695,307 |

  57. Summary Compensation Table to Compensation Actually Paid Reconciliation Table

    Stock option fair values are calculated at each measurement date using a Black-Scholes valuation model, consistent with the approach used to value the awards at the grant date. Stock option fair values as of each measurement date were determined using updated assumptions (the closing stock price of our Common Stock as of the measurement date, risk-free interest rate, expected life, expected volatility of the price of our Common Stock, and expected dividend yield) and fair value increases are primarily driven by an increase in the price of the Company’s Common Stock.

  58. Compensation Actually Paid and Performance Measures

    Compensation Actually Paid and Performance Measures The following chart shows the relationship between (i) compensation actually paid to our PEO and average compensation actually paid to our Non-PEO NEOs, and (ii) our TSR, as well as (iii) the relationship between our TSR and the TSR of our peer group. Item 402(v) of Regulation S-K also requires that we provide the following tabular list of the most important financial performance measures used to link compensation actually paid to our named executive officers for the most recently completed fiscal year to the Company’s performance:

  59. Compensation Actually Paid and Performance Measures

    | Most Important Financial Performance Measures | | Adjusted EBITDA | | Revenue |