DEF 14A of Astrana Health, Inc.
Filed Apr 25, 2025 · FY20240001104659-25-039438
Director Nominees
Director Nominees
Director Nominees
| Name | Age | Director Since | Independent | Current Committee Memberships | | | | | | | | Audit | Compensation | Nominating | | Kenneth Sim, M.D. | 71 | 2017 | | | | | | Thomas S. Lam, M.D., M.P.H. | 75 | 2016 | | | | | | John Chiang | 62 | 2019 | ✓ | ✓ | ✓ | | | Weili Dai | 63 | 2021 | ✓ | | | | | J. Lorraine Estradas, R.N., B.S.N., M.P.H. | 77 | 2021 | | | | | | Mitchell W. Kitayama | 68 | 2017 | ✓ | | C | C | | Linda Marsh | 75 | 2019 | | | | | | Matthew Mazdyasni | 68 | 2019 | ✓ | ✓ | | ✓ | | David G. Schmidt | 77 | 2013 | ✓ | C | ✓ | ✓ | | | | | | C = Chairperson | | |
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Stockholders will be asked at the 2025 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 Board has nominated the following individuals 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.
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 2025 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. In the event that a nominee is unable or unwilling to serve as a director at the time of the 2025 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 the proxy holders 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 2025 Annual Meeting, a director will serve until the annual meeting of our stockholders to be held in 2026 and a successor has been duly elected and qualified, or until his or her earlier resignation or removal.
Board Nomination and Election of Directors
| THE BOARD RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR ALL” OF THE DIRECTOR NOMINEES. |
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, our Executive Chairman.
BACKGROUND OF DIRECTORS
| Kenneth Sim, M.D. Executive Chairman Age: 71 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 more than 10 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. | | Thomas S. Lam, M.D., M.P.H. Vice Chairman Age: 75 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 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 Chief Executive Officer 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 his 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 more than 10 years of experience prior to AHM’s business combination with the Company as AHM’s chief executive officer and board member. |
BACKGROUND OF DIRECTORS
| John Chiang Age: 62 Director since: 2019 Board Committees: ● Audit ● Compensation | Mr. Chiang serves as a consultant. Mr. Chiang previously served as California State Treasurer from 2015 to 2019; as California State Controller from 2007 to 2015; and 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 Juris Doctor from Georgetown University Law Center. Mr. Chiang also serves as a member of the board of directors or advisory boards of a variety of companies, including the following: ● Board of Directors of Pasadena Private Lending, LLC since December 2023, prior to which Mr. Chiang served on the Advisory Board since 2019 ● Advisory Board of Adept Urban since January 2021 ● Board of Directors of GrubMarket since February 2024 ● Board of Directors of Chime TV since June 2023 ● Board of Directors of Foxx Development Holdings Inc. since November 2024 ● Board of Directors of Century Housing since February 2024 ● Advisory Board of AlphaX RE Capital since February 2024 ● Nominee to the Board of Directors of OFA Group and will serve as a director upon the effectiveness of the OFA Group’s registration statement on Form F-1 Mr. Chiang previously served as a member of the board of directors or advisory boards of the following companies: ● Board of Directors of Aegis Systems from January 2019 to December 2020 ● Corporate advisory board of Calyx Peak Companies from February 2019 to March 2022 ● Board of Directors of Zeus Technologies from January 2019 to March 2021 ● Board of Directors of Deep Medicine Acquisition Corp. (n/k/a TruGolf Holdings, Inc.) from October 2022 to January 2024 ● Board of Directors of Chijet Motors from June 2023 to May 2024 ● Board of Directors of Boom Interactive from May 2023 to March 2025 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 20 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. | | Weili Dai Age: 63 Director since: 2021 | Boasting over 25 years of experience in the technology industry, Ms. Dai is the co-founder of global semiconductor company Marvell Technology, where she served as President and Director until 2016. In 2018, Ms. Dai co-founded MeetKai, Inc., an AI-enabled personalized conversational search company, where she serves as the Executive Chairwoman. 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, including board or executive-level roles with numerous technology, data science, and AI companies, including Marvell Technology, MeetKai, Inc., and Lark Technologies, Inc. |
BACKGROUND OF DIRECTORS
| J. Lorraine Estradas, R.N., B.S.N., M.P.H. Age: 77 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 includes 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. | | Mitchell W. Kitayama Lead Independent Director Age: 68 Director since: 2017 Board Committees: ● Compensation (Chair) ● Nominating and Corporate Governance (Chair) | Mr. Kitayama serves as the Company’s Lead Independent Director. 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 as Senior Vice President Treasurer of East West Bank. Mr. Kitayama previously served as Chairman of the American Diabetes Association-Los Angeles and on the National Finance Committee; as a Trustee and Treasurer for the Los Angeles Ronald McDonald House and on the Finance and Investment Committees for the Ronald McDonald House Charities of Southern California; on the President’s cabinet and the Alexis de Tocqueville Society for the United Way of Greater Los Angeles; and 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 a 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. |
BACKGROUND OF DIRECTORS
| Linda Marsh Age: 75 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., which provides healthcare-related management and administrative support, since 2005. Ms. Marsh has served as a member of the board of directors of Fulgent Genetics, Inc. since August 2019. Ms. Marsh is also a board member of the Hospital Association of Southern California, Private Essential Access Community Hospitals, and the American Red Cross, as well as 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. | | Matthew Mazdyasni Age: 68 Director since: 2019 Board Committees: ● Audit ● Nominating and Corporate Governance | Mr. Mazdyasni currently provides consulting and advisory services to various companies. Mr. Mazdyasni previously served as Executive Vice President, Chief Administrative Officer, and Chief Financial Officer of HealthCare Partners Holdings, LLC, an integrated health care delivery and management company, 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 was an active board member of several trade associations, including American Physician Group, where he was a member of the Board of Directors and the Executive Committee until 2014. He was a preceptor to the University of Southern California’s Master of Health Administration program for more than 25 years and was named Preceptor of the Year for 2000-2001. Mr. Mazdyasni is a current member of the Health Advisory Board of USC Sol Price School of Public Policy. 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 Holdings, LLC. |
BACKGROUND OF DIRECTORS
| David G. Schmidt Age: 77 Director since: 2013 Board Committees: ● Audit (Chair) ● Compensation ● Nominating and Corporate Governance | Mr. Schmidt has served as Principal of Schmidt & Associates, a consultancy practice that focuses on strategic planning and implementation in the healthcare industry, since January 2011. From April 2015 through May 2019, Mr. Schmidt also served as the Chief Executive Officer 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 countries’ health systems. From August 2002 to December 2010, he served as the Chief Executive Officer and member of the board of directors of SCAN Health Plan, a provider of Medicare Advantage plans. From 2000 to 2002, Mr. Schmidt served as Chief Executive Officer 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 Health Communications’ 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 degree 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. |
NON-EMPLOYEE DIRECTOR COMPENSATION
NON-EMPLOYEE DIRECTOR COMPENSATION In July 2024, the Board approved an updated compensation program for the non-employee members of the Board who are compensated for their service on the Board. As updated in July 2024, the Company’s non-employee director compensation program consists of the following:
NON-EMPLOYEE DIRECTOR COMPENSATION
| ● | An annual cash retainer of $80,000, paid in monthly installments, plus an additional annual cash retainer of $32,500 for any non-employee director serving as Lead Director or Board Chair; |
NON-EMPLOYEE DIRECTOR COMPENSATION
| ● | An additional cash retainer, paid in monthly installments, for each non-employee director serving as chair of a Board committee, in the following amounts: Audit Committee Chair – $25,000, Compensation Committee Chair – $20,000, and Nominating and Corporate Governance Committee Chair – $15,000; |
NON-EMPLOYEE DIRECTOR COMPENSATION
| ● | An additional cash retainer, paid in monthly installments, for each non-employee director serving as a member, but not as the chair, of a Board committee, in the following amounts: Audit Committee member – $12,000, Compensation Committee member – $10,000, and Nominating and Corporate Governance Committee member – $10,000; and |
NON-EMPLOYEE DIRECTOR COMPENSATION
| ● | An annual award of restricted stock to each non-employee director with a grant date value equal to $170,000, which vests, subject to the non-employee director’s continued service, on the earlier of the first anniversary of the date of grant or the next annual meeting of stockholders of the Company. |
NON-EMPLOYEE DIRECTOR COMPENSATION
The following table reflects the compensation awarded to, earned by, or paid to our directors for the year ended December 31, 2024. Drs. Sim and Lam are not included in the following table because they received no separate compensation for their services as directors of the Company, and all compensation earned by them during the year ended December 31, 2024, is reflected in the Summary Compensation Table below. Ms. Estradas does not receive any compensation from the Company for her service as a director.
NON-EMPLOYEE DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation ($) | Total ($) | | John Chiang | 102,000 | 169,967 | — | 271,967 | | Weili Dai | 80,004 | 169,967 | — | 249,971 | | J. Lorraine Estradas, R.N., B.S.N., M.P.H. | — | — | — | — | | Mitchell W. Kitayama | 137,902 | 169,967 | — | 307,869 | | Linda Marsh | 80,004 | 169,967 | — | 249,971 | | Matthew Mazdyasni | 102,000 | 169,967 | — | 271,967 | | David G. Schmidt | 123,359 | 169,967 | — | 293,326 |
NON-EMPLOYEE DIRECTOR COMPENSATION
| (1) The amounts reported in this column represent the total cash compensation earned in 2024 for service as a director. |
NON-EMPLOYEE DIRECTOR COMPENSATION
| (2) The amount shown in this column reflects the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718, “Compensation - Stock Compensation” of restricted stock awards granted pursuant to the Company’s non-employee director compensation program during 2024. 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. The aggregate number of shares of unvested restricted stock that were outstanding and held by each non-employee director as of December 31, 2024, was as follows: Ms. Estradas – 0 shares; and Mr. Chiang, Ms. Dai, Mr. Kitayama, Ms. Marsh, Mr. Mazdyasni, and Mr. Schmidt – 3,564 shares each. The aggregate number of unexercised stock options that were outstanding and held by each non-employee director as of December 31, 2024 was as follows: Mr. Chiang – 28,500 stock options; Ms. Dai – 0 stock options; Ms. Estradas – 0 stock options; Mr. Kitayama – 28,500 stock options; Ms. Marsh – 28,500 stock options; Mr. Mazdyasni – 28,500 stock options; and Mr. Schmidt – 68,500 stock options. |
Introduction
| Feature | Description | | Director Compensation Limit | The 2024 Plan includes an annual limit on compensation of our non-employee directors (other than our Chair and Vice Chair). Specifically, the aggregate grant date fair value of all awards granted to a non-employee director (other than a Chair or Vice Chair of the Board) under the 2024 Plan during any single fiscal year, together with any cash compensation earned by that non-employee director during the fiscal year, may not exceed $750,000. | | No “Liberal” Change of Control Definition | The 2024 Plan does not include a “liberal” change of control definition, which means that a change of control must actually occur in order for the change of control provisions of the 2024 Plan to apply. | | Double-Trigger Vesting | The 2024 Plan provides that, in the event of a change of control, awards generally will vest on a “double-trigger” basis. That is, if the awards are assumed or substituted by the acquiring or surviving company, they generally will continue to be subject to the original vesting schedule, except that vesting generally will accelerate as provided in the 2024 Plan in the event of a qualifying termination of employment within two years after the change of control. If awards are not assumed or substituted by the acquiring or surviving company, they generally will become vested upon the change of control as provided in the 2024 Plan. | | No Repricing of Stock Options or SARs Without Stockholder Approval | The 2024 Plan does not permit the “repricing” of stock options or stock appreciation rights without stockholder approval. This includes repricing by exchange for cash or a new or different type of award. | | Clawback Policy | Awards granted under the 2024 Plan are subject to recovery (or “clawback”) pursuant to our compensation recovery policy as in effect from time to time. | | No Discounted Stock Options or SARs | The 2024 Plan does not permit the use of “discounted” stock options or stock appreciation rights, which means that such awards must be granted with an exercise price or base price at least equal to the fair market value of a share on the date of grant. | | Administered by an Independent Committee | The 2024 Plan is generally administered by the Compensation Committee. However, the Board will approve awards to non-employee members of the Board. The Compensation Committee and the Board may also delegate authority under the 2024 Plan as permitted by applicable law. |
2024 Say on Pay and Stockholder Engagement
| 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 the purpose of setting compensation levels for 2024. | | Stockholders prefer clear parameters around annual incentives, with a focus on profitable growth | Beginning with 2024, target annual bonus opportunities are based on a percentage of base salary, and actual award payouts will be based on the achievement of predetermined financial and strategic goals. The goals for 2024 bonus opportunities are as follows: Performance Measures Weightings Revenue 50% Adjusted EBITDA 25% Annual Wellness Visit Percentage 25% Actual awards may range between 0% and 200% of the target, based on results. | | Stockholders prefer a market-aligned approach to equity-based compensation | Starting in 2024, the Compensation Committee has granted equity awards to our Chief Executive Officer and Chief Financial Officer using a mix of 1/3 time-based and 2/3 performance-based restricted stock units. • Time-based restricted stock units vest in equal semi-annual installments over four years, starting on the first six-month anniversary of the grant date. • Performance-based restricted stock units vest based on the achievement of predetermined Adjusted EBITDA and Revenue goals at the end of a three-year performance measurement period. | | Stockholders want 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. | | Stockholders seek clarity in our overall executive compensation program disclosure | Provided enhanced transparency about our program in the CD&A, including more details around our executive compensation philosophy, overall executive compensation program structure, annual incentive plan goals and results, performance-based equity award criteria for our Chief Executive Officer, and our good governance practices |
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 CFO) | | ✓ | 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 |
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 is available at https://ir.astranahealth.com/corporate-governance/governance-documents. 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 and Executive Chairman, the Compensation Committee considers recommendations from our Chief Executive Officer and Executive Chairman. When determining compensation for our Chief Executive Officer and Executive Chairman, the Compensation Committee considers such factors as competitive industry salaries, an assessment of the Chief Executive Officer’s and the Executive Chairman’s contributions made during the preceding year, and each of their respective industry expertise. The Chief Executive Officer and Executive Chairman do not participate in the deliberations of the Compensation Committee regarding their own compensation. The Role of the Independent Compensation Consultant. For 2024, 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 2024. 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. Historically, for purposes of setting compensation levels, 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 intends 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.
The Decision-Making Process
It is important to note that this market data regarding peer group compensation is not the sole determinant in setting pay levels for the named executive officers. The Compensation Committee also considers Company and individual performance and the nature of an individual’s role within the Company, as well as his or her experience and contributions to his or her current role when making its compensation-related decisions. The graphs below compare the stock performance of the Company and the members of our peer group for five years, three years, and one year, respectively. The annual changes shown in the graphs are based on the assumption that $100 was invested in each company’s common stock in the 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.
The Decision-Making Process
| (1) The table above does not include all peer group companies as five year stock price data was not available for all companies. |
Annual Cash Bonus Awards
Annual Cash Bonus Awards For 2024, certain of our named executive officers (Mr. Sim, Mr. Basho, and Dr. Kumar) had an opportunity to earn an annual cash-based bonus award based on the level of achievement of predetermined performance goals based on revenue (50% weighting), Adjusted EBITDA (25% weighting) and annual wellness visit percentage (25% weighting). Each participant in the executive annual cash bonus plan was eligible to receive a bonus ranging from 50% of the executive’s target annual bonus opportunity, for achievement of the threshold level of performance, to 200% of the executive’s target annual bonus opportunity, for achievement at or above the maximum level of performance. No bonus would be earned for performance achievement below the threshold level of performance, and each of the three weighted performance goals was measured separately. Annual cash bonuses are intended to reward both incremental improvement and continued strong performance. The table below shows the threshold, target and maximum performance goals, the actual level of performance achieved for each of the performance goals, and the corresponding weighted payout percentage earned by each of the participating named executive officers for 2024:
Annual Cash Bonus Awards
| Performance Metric | Weighting | Threshold | Target | Maximum | Actual Performance | Weighted Payout % | | Revenue | 50% | $1,539.0M | $1,710.0M | $1,881.0M | $2,034.5M | 200% | | Adjusted EBITDA | 25% | $157.5M | $175.0M | $192.5M | $170.4M | 86.86% | | Annual Wellness Visit Percentage(1) | 25% | 67.5% | 75.0% | 82.5% | 73.0% | 86.67% | | 2024 Executive Annual Cash Bonus Earned (as a Percentage of Target Bonus Opportunity): | | | | | | 143.4% |
Annual Cash Bonus Awards
| (1) We calculate Annual Wellness Visit Percentage as the number of Astrana Care Partner Medicare members during the measurement year for which we received a claim for a comprehensive, preventative annual wellness visit out of the entire eligible Medicare population as of December 1st of the measurement year. |
Annual Cash Bonus Awards
The target annual cash bonus opportunities (as a percentage of base salary) and the annual cash bonus actually received by each participating named executive officer based on the level of achievement of the applicable performance goals are set forth below.
Annual Cash Bonus Awards
| Name | Target Annual Bonus Opportunity (% of Base Salary) | Payout % | 2024 Annual Cash Bonus | | Brandon K. Sim, M.S. | 125% | 143.4% | $1,523,423 | | Chandan Basho, M.B.A. | 80% | 143.4% | $688,229 | | Dinesh Kumar, M.D. | 100% | 143.4% | $1,003,667 |
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. We do not schedule the grant of stock options or other equity awards in anticipation of the disclosure of material nonpublic information, and we do not schedule the disclosure of material nonpublic information based on the timing of grants of stock options or other equity awards. We have not adopted any formal policy that would require the Compensation Committee or the Board to grant, or to avoid granting, stock options or other equity awards to our named executive officers or other employees at certain times. The Compensation Committee and the Board have, in the past, granted stock options to executives and senior management as part of the executive compensation program and may do so again in the future. No stock options were granted during 2024. Equity Compensation Awards Granted in 2024 In 2024, the Compensation Committee granted long-term equity incentive awards to certain of our named executive officers using a mix of performance-based and time-based restricted stock (or restricted stock unit) awards. Performance-based restricted stock (or restricted stock unit) awards link actual earned award values to the achievement of certain financial and/or operational objectives and to drive long-term stockholder value. Time-based restricted stock (or restricted stock unit) 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. Annual Equity Awards Granted to the CEO and CFO In April 2024, the Compensation Committee granted the long-term equity incentive awards to Chief Executive Officer and President, Brandon K. Sim, and our Chief Financial Officer and Chief Operating Officer, Chandan Basho, using a mix of two-thirds performance-based and one-third time-based restricted stock awards as follows:
Equity Compensation Awards
| Name | Performance-based restricted stock (at Target) | Time-based restricted stock | Total Shares | | Brandon K. Sim, M.S. | 175,226 | 86,305 | 261,531 | | Chandan Basho, M.B.A. | 31,859 | 15,692 | 47,551 |
Equity Compensation Awards
Time-based restricted stock units vest in equal semi-annual installments over a four-year period, starting on the six-month anniversary of the grant date. Performance-based restricted stock units vest based on the level of achievement of predetermined financial performance goals during a three-year performance period (fiscal 2024 through fiscal 2026), including a revenue target of $2.3 billion and an Adjusted EBITDA target of $240 million. The performance metrics are equally weighted, and the number of performance-based restricted stock units earned can range from 50%, for achievement of the threshold level of performance, to 200%, for achievement at or above the maximum level of performance. None of the performance-based restricted stock units will be earned for performance achievement below the threshold level of performance, and each of the two weighted performance goals will be measured separately. One-Time New-Hire Award Granted to the CMO As an inducement to Dr. Kumar to join the Company as our Chief Medical Officer in January 2024, the Compensation Committee approved the following one-time new-hire award:
Equity Compensation Awards
| Name | Performance-based restricted stock | Time-based restricted stock | Total Shares | | Dinesh Kumar, M.D. | 65,265 | 85,130 | 150,395 |
Equity Compensation Awards
Time-based restricted stock vests one-third per year over three years of service. Performance-based restricted stock vests in four semi-annual tranches beginning as early as July 1, 2024 and ending January 1, 2026, based on the achievement of a variety of specified strategic and operational performance milestones and Dr. Kumar’s continued service during the service vesting period. The Compensation Committee has since determined that the strategic and operational performance milestones applicable to 44,053 of Dr. Kumar’s performance-based restricted stock had been achieved. 2024 Performance Recognition Awards In November 2024, the Compensation Committee and the Board approved one-time equity awards including certain of our named executive officers. These awards recognize their significant contributions and major strategic accomplishments in 2024, including driving strong financial performance. By aligning leadership efforts with ambitious performance objectives and future growth goals, the awards position the Company to deliver long-term value for stockholders.
Equity Compensation Awards
| Name | Performance-based restricted stock (at Target) | Time-based restricted stock | Total Shares | | Kenneth Sim, M.D.(1) | 133,333 | 66,667 | 200,000 | | Brandon K. Sim, M.S.(2) | 69,814 | 34,386 | 104,200 | | Thomas S. Lam, M.D., M.P.H.(1) | 26,667 | 13,333 | 40,000 | | Chandan Basho, M.B.A.(2) | 31,490 | 15,510 | 47,000 | | Dinesh Kumar, M.D.(3) | 67,238 | — | 67,238 |
Equity Compensation Awards
| (1) Dr. Sim’s and Dr. Lam’s time-based restricted stock units will vest in four equal annual installments, beginning on March 5, 2025. The performance-based restricted stock units will vest based on the achievement of specific financial milestones by the end of fiscal year 2025. Following the achievement of these performance goals, vesting will occur according to one of two schedules: either in four equal annual installments beginning in early 2025 or in three annual installments of 50%, 25%, and 25%, respectively, starting in early 2026, with exact dates to be determined by the Compensation Committee. |
Equity Compensation Awards
| (2) Dr. Sim’s and Mr. Basho’s awards will vest pursuant to the same terms and conditions as their regular annual equity awards, as described above. |
Equity Compensation Awards
| (3) Dr. Kumar’s award will cliff vest based on the level of achievement of specified financial performance milestones for the two-year performance period ending December 31, 2025 and Dr. Kumar’s continued service until the date that the Compensation Committee certifies the level of achievement of those financial performance milestones. |
Equity Compensation Awards
We did not grant any equity awards to Dr. Young during fiscal 2024. For more information regarding the equity awards granted to our named executive officers in 2024, see the “Grants of Plan-Based Awards” and “Outstanding Equity Awards at Year-End” tables that follow. Certification of Performance Goals for Equity Awards Granted in Prior Years In March 2024 and March 2025, the Compensation Committee certified the achievement of performance goals tied to equity awards granted in prior fiscal years to certain of our named executive officers. These awards reflected the unique responsibilities and contributions of the grantees, with distinct performance goals tailored to their roles. For example, for Mr. Sim’s award, the focus was on achieving ambitious company-wide financial targets that emphasized sustained growth and profitability, and for Mr. Basho’s award, the goals centered on driving incremental EBITDA improvements and achieving key operational milestones. The table below provides a summary of the certified awards:
Equity Compensation Awards
| Name | Grant Date | Shares | Performance Goals | | Brandon K. Sim, M.S. | 6/27/2022 | 99,256 | ● Achieve at least $1,337 million in annual revenue by fiscal year-end 2024 (20% CAGR over three years) and greater than $134 million adjusted EBTIDA for the fiscal year in which the above revenue target is met | | | 11/4/2022 | 10,160 | ● Achieve at least $1,337 million in annual revenue by fiscal year-end 2024 (20% CAGR over three years) and greater than $134 million adjusted EBTIDA for the fiscal year in which the above revenue target is met | | | 6/27/2022 | 99,255 | ● Achieve at least $1,512 million in annual revenue at or before the end of FY 2024, representing 20% revenue CAGR annually for 3 years in a row, and greater than $151 million adjusted EBITDA for the fiscal year in which the above revenue target is met | | | 11/4/2022 | 10,160 | ● Achieve at least $1,512 million in annual revenue at or before the end of FY 2024, representing 20% revenue CAGR annually for 3 years in a row, and greater than $151 million adjusted EBITDA for the fiscal year in which the above revenue target is met | | | 5/16/2023 | 121,617 | ● Achieve $1,514 million in revenue in any year before end of FY 2025, representing a 18% CAGR for 6 years in a row and $121M in adjusted EBITDA | | | 5/16/2023 | 121,617 | ● Achieve $1,675 million in revenue in any year before end of FY 2025, representing a 20% CAGR for 6 years in a row and $134 in adjusted EBITDA | | Chandan Basho, M.B.A. | 5/16/2023 | 24,322 | ● Generate $5.5 million in incremental EBITDA ● Achieve specified operational objectives | | Kenneth Sim, M.D. | 12/15/2023 | 30,000 | ● Achieve 1,512 million in annual revenue, reported Form 10-K for a fiscal year ending on or before December 31, 2024, representing 20% revenue CAGR annually for 3 year consecutive fiscal years, and greater than $151 million in adjusted EBITDA for the fiscal year in which the foregoing revenue target is achieved | | | 12/15/2023 | 30,000 | ● Achieve at least $1,675 million in annual revenue, on Form 10-K for any fiscal year ending on or before December 31, 2025, representing a 20% revenue CAGR for 6 consecutive fiscal years, and $134 million in adjusted EBITDA | | Thomas Lam, M.D. | 12/15/2023 | 30,000 | ● Achieve 1,512 million in annual revenue, reported Form 10-K for a fiscal year ending on or before December 31, 2024, representing 20% revenue CAGR annually for 3 year consecutive fiscal years, and greater than $151 million in adjusted EBITDA for the fiscal year in which the foregoing revenue target is achieved | | | 12/15/2023 | 30,000 | ● Achieve at least $1,675 million in annual revenue, on Form 10-K for any fiscal year ending on or before December 31, 2025, representing a 20% revenue CAGR for 6 consecutive fiscal years, and $134 million in adjusted EBITDA |
Executive Employment Agreements
Executive Employment Agreements We have entered into employment agreements with each of our named executive officers, which set the terms and conditions of each executive’s employment. 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. Each of these amended and restated 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 (60) days prior to that date. Under his 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 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 are also eligible to participate in the employee benefit plans offered to the Company’s employees. The employee benefits of Mr. Sim and Mr. Basho 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 $2.0 million of coverage. Each of the employment agreements with Mr. Sim and Mr. Basho provides that if the executive’s employment 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, the executive 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 applicable 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, the executive 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). The employment agreements with Mr. Sim and Mr. Basho also contain restrictive covenants for the Company’s benefit, including confidentiality, non-solicitation and inventions assignment provisions. We entered into an employment agreement with Dinesh Kumar, M.D. effective upon his hiring as our Chief Medical Officer, effective January 23, 2024, which was amended and restated effective January 31, 2025. As amended and restated, Dr. Kumar’s employment agreement has an initial term ending on December 31, 2026, 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 60 days prior to that date. Under his employment agreement, Dr. Kumar is entitled to receive an annual base salary of $700,000 and a target annual cash bonus opportunity of 100% of his annual base salary. Dr. Kumar is eligible to participate in any long-term incentive plan available to similarly positioned executives, and he is also eligible to participate in the employee benefit plans offered to the Company’s employees. The employee benefits of Dr. Kumar 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 $2.0 million of coverage. Dr. Kumar’s employment agreement provides that if his employment is terminated by the Company without cause or by him 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, he 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 Dr. Kumar’s 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 Dr. Kumar’s employment is terminated by the Company without cause, by him for good reason, or as a result of his death or disability, he 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). Dr. Kumar’s employment agreement also contains restrictive covenants for the Company’s benefit, including confidentiality, non-solicitation, and inventions assignment provisions.
Executive Employment Agreements
Each of the employment agreements with Kenneth Sim, M.D., Thomas Lam, M.D., M.P.H., and Albert Young, M.D., M.P.H., generally has an initial term of one year with automatic renewals and provides for annual cash bonuses as determined by the Board 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, each of the employment agreements of Dr. Sim, Dr. Lam, and Dr. Young provides that the executive’s employment may be terminated by the employer (i) in the event of death or disability, (ii) without cause (as defined in the applicable employment agreement) upon 30 to 60 days’ advance written notice, or (iii) for cause at any time. The executive may terminate his employment at any time and for any reason, including for good reason (as defined in the applicable employment agreement). Upon termination of the executive’s employment by the employer for cause or by the executive 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’s employment by the employer without cause or by the executive for good reason, in addition to the amounts described in the preceding sentence, the executive shall be entitled to receive an amount equal to one-twelfth of the executive’s most recent base salary times the number of full years of service completed, not to exceed 12 years. In addition, upon the termination of the executive’s employment by the employer without cause, by the executive for good reason, or as a result of the executive’s death or disability, the executive 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). The employment agreements with Dr. Sim, Dr. Lam, and Dr. Young also contain restrictive covenants for the Company’s benefit, including confidentiality, non-solicitation, and inventions assignment provisions.
Nonqualified Deferred Compensation Plan
Nonqualified Deferred Compensation Plan Effective July 1, 2023, we adopted the Astrana Health, Inc. Nonqualified Deferred Compensation Plan (the “Deferred Compensation Plan”), which 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.
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, 2024, 2023, and 2022, respectively:
Summary Compensation Table (“SCT”)
| Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards(s) ($) | Option Awards(1) ($) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | | Kenneth Sim, M.D. Executive Chairman | 2024 | 950,000 | — | 9,392,000 | — | — | 20,866(4) | 10,362,866 | | | 2023 | 950,000 | 1,000,000 | 3,253,500 | — | — | 20,100 | 5,223,600 | | | 2022 | 950,000 | 450,000 | — | — | — | 94,015 | 1,494,015 | | Brandon K. Sim, M.S. Chief Executive Officer | 2024 | 813,462(5) | — | 15,893,226 | — | 1,523,423 | 12,474(6) | 18,242,585 | | | 2023 | 712,308 | 1,087,500 | 12,499,943 | — | — | 11,499 | 14,311,250 | | | 2022 | 670,000 | 1,000,000 | 13,567,843 | — | — | 64,932 | 15,302,775 | | Thomas Lam, M.D., M.P.H. Vice Chairman (former Co-Chief Executive Officer) | 2024 | 950,000 | — | 1,878,400 | — | — | 14,662(7) | 2,843,062 | | | 2023 | 950,000 | 1,000,000 | 3,253,500 | — | — | 14,062 | 5,217,562 | | | 2022 | 950,000 | 450,000 | — | — | — | 87,709 | 1,487,709 | | Chandan Basho, M.B.A. Chief Financial Officer and Chief Operating Officer | 2024 | 556,154(8) | — | 4,207,116 | — | 688,229 | 8,991(9) | 5,460,490 | | | 2023 | 415,385 | 675,000 | 4,598,401 | — | — | 8,720 | 5,697,506 | | | 2022 | 195,000 | 385,000 | 3,308,377 | 213,431 | — | 1,419 | 4,103,227 | | Dinesh Kumar, M.D. Chief Medical Officer | 2024 | 678,000 | — | 8,695,040 | — | 1,003,667 | 14,123(10) | 10,390,830 | | Albert Young, M.D., M.P.H. SVP of Health Affairs (former Chief Administrative Officer) | 2024 | 400,000 | 39,000 | — | — | — | 13,281(11) | 452,281 | | | 2023 | 400,000 | 150,000 | — | — | — | 12,773 | 562,773 | | | 2022 | 400,000 | 150,000 | — | — | — | 23,673 | 573,673 |
Summary Compensation Table (“SCT”)
| (1) Reflects discretionary bonus earned for performance during the fiscal year; cash payment received in the following year. |
Summary Compensation Table (“SCT”)
| (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.” Please see Note 2—Basis of Presentation and Summary of Significant Accounting Policies and Note 13—Stock-Based Compensation to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 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. For the performance-based restricted stock units granted to Messrs. Sim, Basho, and Kumar during 2024, the grant date fair value, assuming the maximum level of achievement of the applicable performance objectives would be $21,296,942, $5,637,520, and $6,314,993, respectively. |
Summary Compensation Table (“SCT”)
| (3) Reflects bonus earned for fiscal 2024 based on achievement of specified performance goals and paid in 2025. |
Summary Compensation Table (“SCT”)
| (4) Reflects $20,554 for health, dental, and life insurance premiums paid for applicable year; and $312 for work-from-home and commuting reimbursement. |
Summary Compensation Table (“SCT”)
| (5) Per Mr. Sim’s employment agreement dated June 8, 2020, base salary subject to annual increases. Effective April 4, 2024, Mr. Sim’s salary increased from $725,000 to $850,000. |
Summary Compensation Table (“SCT”)
| (6) Reflects $5,574 for health, dental, and life insurance premiums paid for applicable year; and $6,900 relating to the Company’s 401(k) matching contribution. |
Summary Compensation Table (“SCT”)
| (7) Reflects $14,350 for health, dental, and life insurance premiums paid for applicable year; and $312 for work-from-home and commuting reimbursement. |
Summary Compensation Table (“SCT”)
| (8) Per Mr. Basho’s employment agreement dated April 12, 2022, base salary subject for annual increases. Effective April 4, 2024, Mr. Basho’s salary increased from $450,000 to $600,000. |
Summary Compensation Table (“SCT”)
| (9) Reflects $1,170 for medical waiver of health and dental insurance premiums paid for applicable year; $661 in 2024 for health, dental, and life insurance premiums paid for applicable year; $6,900 relating to the Company’s 401(k) matching contribution; and $260 for work-from-home reimbursement. |
Summary Compensation Table (“SCT”)
| (10) Reflects $7,223 in 2024 for health, dental, and life insurance premiums paid for applicable year; and $6,900 in 2024 relating to the Company's 401(k) matching contribution. |
Summary Compensation Table (“SCT”)
| (11) Reflects $13,021 for health, dental, and life insurance premiums paid for applicable year; and $260 for work from home and commuting reimbursement. |
Summary Compensation Table (“SCT”)
For a description of the material terms of the employment agreements, please see “Named Executive Officer Employment Agreements and Potential Payments Upon Change of Control or Termination” below.
Grants of Plan-Based Awards in 2024
Grants of Plan-Based Awards in 2024 The following table sets forth information regarding equity awards granted under the Company’s 2015 Plan, 2023 Inducement Plan, and 2024 Plan to our named executive officers in 2024:
Grants of Plan-Based Awards in 2024
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock | Grant Date Fair Value of Stock and Option | | Name | Approval Date | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | or Units (#) | Awards(1) ($) | | Kenneth Sim, | 11/07/2024 | 11/08/2024 | — | — | — | — | 133,333 | — | — | 6,261,318 (2) | | M.D. | 11/07/2024 | 11/08/2024 | — | — | — | — | — | — | 66,667 | 3,130,682(3) | | Brandon K. Sim, M.S. | 04/02/2024 | 04/02/2024 | 531,250 | 1,062,500 | 2,125,000 | 87,613 | 175,226 | 350,452 | — | 7,370,006(4) | | | 04/02/2024 | 04/02/2024 | — | — | — | — | — | — | 86,305 | 3,629,988(5) | | | 11/07/2024 | 11/08/2024 | — | — | — | 34,907 | 69,814 | 139,628 | — | 3,278,465(6) | | | 11/07/2024 | 11/08/2024 | — | — | — | — | — | — | 34,386 | 1,614,767(7) | | Thomas Lam, | 11/07/2024 | 11/08/2024 | — | — | — | — | 26,667 | — | — | 1,252,282(8) | | M.D., M.P.H. | 11/07/2024 | 11/08/2024 | — | — | — | — | — | — | 13,333 | 626,118(9) | | Chandan Basho, M.B.A. | 04/02/2024 | 04/02/2024 | 240,000 | 480,000 | 960,000 | 15,929 | 31,859 | 63,718 | — | 1,339,990(10) | | | 04/02/2024 | 04/02/2024 | — | — | — | — | — | — | 15,692 | 660,006(11) | | | 11/07/2024 | 11/08/2024 | — | — | — | 15,745 | 31,490 | 62,980 | — | 1,478,770(12) | | | 11/07/2024 | 11/08/2024 | — | — | — | — | — | — | 15,510 | 728,350(13) | | Dinesh Kumar, M.D. | 01/23/2024 | 01/23/2024 | 350,000 | 700,000 | 1,400,000 | — | 65,265 | — | — | 2,403,057(14) | | | 01/23/2024 | 01/23/2024 | — | — | — | — | — | — | 85,130 | 3,134,487(15) | | | 11/07/2024 | 11/08/2024 | — | — | — | 33,619 | 67,238 | 134,476 | — | 3,157,496(16) | | Albert Young, M.D., M.P.H. | — | — | — | — | — | — | — | — | — | — |
Grants of Plan-Based Awards in 2024
| (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. |
Grants of Plan-Based Awards in 2024
| (2) Grant date fair value of 133,333 performance-based restricted stock awards that vest based on the achievement of certain pre-established performance goals. The shares of performance-based 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 Issuer's board of directors or (ii) three annual installments of 66,666, 33,333, and 33,334, respectively, beginning on a date during the first quarter of 2026 to be determined by the compensation committee. Vesting is contingent upon the executive’s continued service until the date of Compensation Committee certification of achievement of those performance goals following the completion of the performance period. |
Grants of Plan-Based Awards in 2024
| (3) Grant date fair value of 66,667 time-based restricted stock awards that vest in four equal annual installments beginning March 5, 2025. |
Grants of Plan-Based Awards in 2024
| (4) Grant date fair value of 175,226 performance-based restricted stock units that vest based upon the level of achievement of the applicable performance goals during the three-year performance period beginning January 1, 2024 and ending December 31, 2026, contingent upon the executive’s continued service until the date of Compensation Committee certification of achievement of those performance goals following the completion of the performance period. |
Grants of Plan-Based Awards in 2024
| (5) Grant date fair value of 86,305 time-based restricted stock units that vest in eight equal semi-annual installments beginning on October 2, 2024. |
Grants of Plan-Based Awards in 2024
| (6) Grant date fair value of 69,814 performance-based restricted stock units that vest based upon the level of achievement of the applicable performance goals during the three-year performance period beginning January 1, 2024 and ending December 31, 2026, contingent upon the executive’s continued service until the date of Compensation Committee certification of achievement of those performance goals following the completion of the performance period. |
Grants of Plan-Based Awards in 2024
| (7) Grant date fair value of 34,386 time-based restricted stock units, of which the first installment vested on November 8, 2024, and the remaining shares vest in seven equal semi-annual installments beginning on April 2, 2025. |
Grants of Plan-Based Awards in 2024
| (8) Grant date fair value of 26,667 performance-based restricted stock awards shares that vest upon achievement of certain pre-established performance goals. 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 Issuer's board of directors or (ii) three annual installments of 13,333, 6,667, and 6,667, respectively, beginning on a date during the first quarter of 2026 to be determined by the compensation committee. Vesting is contingent upon the executive’s continued service until the date of Compensation Committee certification of achievement of those performance goals following the completion of the performance period. |
Grants of Plan-Based Awards in 2024
| (9) Grant date fair value of 13,333 time-based restricted stock awards that vest in four equal annual installments beginning March 5, 2025. |
Grants of Plan-Based Awards in 2024
| (10) Grant date fair value of 31,859 performance-based restricted stock units that vest based upon the level of achievement of the applicable performance goals during the three-year performance period beginning January 1, 2024 and ending December 31, 2026, contingent upon the executive’s continued service until the date of Compensation Committee certification of achievement of those performance goals following the completion of the performance period. |
Grants of Plan-Based Awards in 2024
| (11) Grant date fair value of 15,692 time-based restricted stock units that vest in eight equal semi-annual installments beginning on October 2, 2024. |
Grants of Plan-Based Awards in 2024
| (12) Grant date fair value of 31,490 performance-based restricted stock units that vest based upon the level of achievement of the applicable performance goals during the three-year performance period beginning January 1, 2024 and ending December 31, 2026, contingent upon the executive’s continued service until the date of Compensation Committee certification of achievement of those performance goals following the completion of the performance period. |
Grants of Plan-Based Awards in 2024
| (13) Grant date fair value of 15,510 time-based restricted stock units, of which the first installment vested on November 8, 2024, and the remaining shares vest in seven equal semi-annual installments beginning on April 2, 2025. |
Grants of Plan-Based Awards in 2024
| (14) Grant date fair value of 65,265 shares of performance-based restricted stock that vest in four equal semi-annual installments beginning on July 1, 2024, subject to the achievement of applicable operational and strategic performance goals and the executive’s continued service through the applicable vesting date. |
Grants of Plan-Based Awards in 2024
| (15) Grant date fair value of 85,130 shares of time-based restricted stock that vest in three equal annual installments beginning on January 23, 2025. |
Grants of Plan-Based Awards in 2024
| (16) Grant date fair value of 67,238 performance-based restricted stock units that vest based upon the level of achievement of the applicable performance goals during the two-year performance period beginning January 1, 2024 and ending December 31, 2025, contingent upon the executive’s continued service until the date of Compensation Committee certification of achievement of those performance goals following the completion of the performance period. |
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, 2024:
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 or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Kenneth Sim, M.D. | 11/08/2024 | — | — | — | — | 200,000(3) | 6,306,000 | — | — | | | 12/15/2023 | — | — | — | — | 90,000(4) | 2,837,700 | — | — | | | 11/02/2021 | 29,502 | — | 71.45 | 11/02/2026 | — | — | — | — | | | 12/10/2020 | 29,502 | — | 17.78 | 12/10/2025 | — | — | — | — | | Brandon K. Sim, M.S. | 11/08/2024 | — | — | — | — | 30,088(5) | 948,675 | — | — | | | 04/02/2024 | — | — | — | — | 75,517(6) | 2,381,051 | — | — | | | 11/08/2024 | — | — | — | — | — | — | 34,907(7) | 1,100,618 | | | 04/02/2024 | — | — | — | — | — | — | 87,613(7) | 2,762,438 | | | 05/16/2023 | — | — | — | — | 328,747(8) | 10,365,393 | — | — | | | 11/04/2022 | — | — | — | — | 15,717(9) | 495,557 | — | — | | | 06/27/2022 | — | — | — | — | 153,535(10) | 4,840,959 | — | — | | | 11/02/2021 | 54,486 | — | 80.00 | 11/02/2026 | — | — | — | — | | | 02/03/2021 | 21,334 | — | 23.24 | 02/02/2026 | — | — | — | — | | Thomas S. Lam, M.D., M.P.H. | 11/08/2024 | — | — | — | — | 40,000(11) | 1,261,200 | — | — | | | 12/15/2023 | — | — | — | — | 90,000(4) | 2,837,700 | — | — | | | 11/02/2021 | 29,502 | — | 71.45 | 11/02/2026 | — | — | — | — | | | 12/10/2020 | 29,502 | — | 17.78 | 12/10/2025 | — | — | — | — | | Chandan Basho, M.B.A. | 11/08/2024 | — | — | — | — | 13,572(12) | 427,925 | — | — | | | 04/02/2024 | — | — | — | — | 13,731(13) | 432,938 | — | — | | | 11/08/2024 | — | — | — | — | — | — | 15,745(7) | 496,440 | | | 04/02/2024 | — | — | — | — | — | — | 15,929(7) | 502,241 | | | 05/16/2023 | — | — | — | — | 50,167(14) | 1,581,766 | — | — | | | 04/14/2022 | 12,217 | — | 41.59 | 04/14/2025 | — | — | — | — | | | 04/14/2022 | — | — | — | — | 14,427(15) | 454,883 | — | — | | Dinesh Kumar, M.D. | 11/08/2024 | — | — | — | — | — | — | 50,428(16) | 1,589,995 | | | 01/23/2024 | — | — | — | — | 147,132(17) | 4,639,072 | — | — | | Albert Young, M.D., M.P.H. | — | — | — | — | — | — | — | — | — |
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. |
Outstanding Equity Awards at Year-End
| (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, 2024. |
Outstanding Equity Awards at Year-End
| (3) Of the remaining 200,000 restricted stock awards granted on November 8, 2024, 66,667 restricted stock awards reflects restricted stock awarded with time-based restrictions that have a remaining vesting date of four equal annual installments beginning on March 5, 2025. 133,333 reflects restricted stock awarded subject to the achievement of a pre-established performance goal. Vesting is contingent on the officer’s continued employment with the Company through the applicable vesting date and achievement of 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 or (ii) three annual installments of 66,666, 33,333 and 33,334, respectively, beginning on a date during the first quarter of 2026 to be determined by the Compensation Committee. |
Outstanding Equity Awards at Year-End
| (4) Of the remaining outstanding 90,000 restricted stock awards granted on December 15, 2023, 30,000 reflect restricted stock awarded with time-based restrictions that have a remaining vesting date of four equal annual installments beginning on March 5, 2025. 60,000 restricted stock awards reflect 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 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. |
Outstanding Equity Awards at Year-End
| (5) 30,088 reflects restricted stock units awarded with time-based restrictions that have a remaining vesting date of seven semi-annual installments beginning on April 2, 2025. |
Outstanding Equity Awards at Year-End
| (6) Reflects restricted stock awarded with time-based restrictions that have a remaining vesting date of seven semi-annual installments beginning on April 2, 2025. |
Outstanding Equity Awards at Year-End
| (7) Reflects restricted stock units that vest upon achievement of certain pre-established performance goals for the three-year performance period ending December 31, 2026. Vesting is contingent on the officer’s continued employment with the Company through the applicable vesting date and achievement of performance-based conditions. |
Outstanding Equity Awards at Year-End
| (8) Of the remaining outstanding 328,747 restricted stock awards granted on May 16, 2023, 85,513 reflect restricted stock awarded with time-based restrictions that have a remaining vesting date of March 31, 2025, September 30, 2024, March 31, 2026, September 30, 2026, and March 30, 2027. The remaining 243,234 shares shall vest upon the 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. |
Outstanding Equity Awards at Year-End
| (9) Of the remaining outstanding 15,717 restricted stock awards granted on November 4, 2022, 5,557 reflect restricted stock awarded with time-based restrictions that have a remaining vesting date of June 27, 2025, and June 27, 2026. The remaining 10,160 shares shall vest upon the 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. |
Outstanding Equity Awards at Year-End
| (10) Of the remaining outstanding 153,535 restricted stock awards granted on June 27, 2022, 54,280 reflect restricted stock awarded with time-based restrictions that have a remaining vesting date of June 27, 2025, and June 27, 2026. The remaining 99,255 shares shall vest upon the 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. |
Outstanding Equity Awards at Year-End
| (11) Of the remaining 40,000 restricted stock awards granted on November 8, 2024, 13,333 restricted stock awards reflect restricted stock awarded with time-based restrictions that have a remaining vesting date of four equal annual installments beginning on March 5, 2025. 26,667 reflects restricted stock awarded subject to the achievement of a pre-established performance goal. Vesting is contingent on the officer’s continued employment with the Company through the applicable vesting date and achievement of the 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 or (ii) three annual installments of 13,333, 6,667 and 6,667, respectively, beginning on a date during the first quarter of 2026 to be determined by the Compensation Committee. |
Outstanding Equity Awards at Year-End
| (12) Reflects restricted stock awarded with time-based restrictions that have a remaining vesting date of seven semi-annual installments beginning on April 2, 2025. |
Outstanding Equity Awards at Year-End
| (13) Reflects restricted stock awarded with time-based restrictions that have a remaining vesting date of seven semi-annual installments beginning on April 2, 2025. |
Outstanding Equity Awards at Year-End
| (14) Of the remaining outstanding 50,167 restricted stock awards granted on May 16, 2023, 4,561 reflects restricted stock awarded with time-based restrictions that have a remaining vesting date of May 16, 2025, and 45,606 reflects restricted stock awarded with time-based restrictions that have a remaining vesting date of May 16, 2025, May 16, 2026, and May 16, 2027. |
Outstanding Equity Awards at Year-End
| (15) The remaining outstanding restricted stock awards of 14,427 shares that were initially granted on April 4, 2022 have a remaining vesting date of April 14, 2025, and April 14, 2026. |
Outstanding Equity Awards at Year-End
| (16) Reflects restricted stock units that vest upon achievement of certain pre-established performance goals for the two-year performance period ending December 31, 2025. Vesting is contingent on the officer’s continued employment with the Company through the applicable vesting date and achievement of performance-based conditions. |
Outstanding Equity Awards at Year-End
| (17) Of the remaining outstanding 147,132 restricted stock units granted on January 23, 2024, 85,130 reflect restricted stock awarded with time-based restrictions that have a remaining vesting date of three annual installments beginning on January 23, 2025. The remaining 62,002 shares shall vest upon the 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. |
Options Exercises and Stock Vested
Options Exercises and Stock Vested The following table provides information on options that were exercised and restricted stock and restricted stock units that vested for the following named executive officers of the Company during the year ended December 31, 2024.
Options Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | | Kenneth Sim, M.D. | 28,046 | 613,086 | 21,748 | 1,185,918 | | Brandon K. Sim, M.S. | — | — | 202,775 | 9,120,927 | | Thomas S. Lam, M.D., M.P.H. | 28,046 | 804,920 | 21,748 | 1,185,918 | | Chandan Basho, M.B.A. | — | — | 64,317 | 2,695,982 | | Dinesh Kumar, M.D. | — | — | 3,263 | 168,273 | | Albert Young, M.D., M.P.H. | — | — | — | — |
Options Exercises and Stock Vested
| (1) Represents “in the money” value of stock options at exercise calculated as the difference between the market price at exercise and the exercise price, multiplied by the total number of options exercised. |
Options Exercises and Stock Vested
| (2) Represents the quoted market value of the underlying shares on the vesting date multiplied by the number of shares vested. |
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation Effective July 1, 2023, the Company adopted 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 2024 and the account balances as of December 31, 2024, for the named executive officers under the Deferred Compensation Plan:
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. | — | — | — | — | — | | Brandon K. Sim, M.S. | — | — | — | — | — | | Thomas Lam, M.D., M.P.H. | — | — | — | — | — | | Chandan Basho, M.B.A. | 634,658 | — | 66,505 | — | 725,194 | | Dinesh Kumar, M.D. | — | — | — | — | — | | Albert Young, M.D., M.P.H. | — | — | — | — | — |
Nonqualified Deferred Compensation
| (1) Executive contributions to the Deferred Compensation Plan in the last fiscal year are reflected in the 2024 Summary Compensation Table on page 48 of this proxy statement. |
Nonqualified Deferred Compensation
| (2) Aggregate earnings (losses) in the last fiscal year are not reflected in the 2024 Summary Compensation Table because the earnings (losses) were neither preferential nor above-market. |
Nonqualified Deferred Compensation
| (3) The aggregate balance at the last fiscal year end includes $24,031 that was reported for Mr. Basho in the Summary Compensation Table for previous fiscal years. |
Named Executive Officer Employment Agreements and Potential Payments Upon Change of Control or Termination
Named Executive Officer Employment Agreements and Potential Payments Upon Change of Control or Termination Each of the named executive officers is a party to an employment agreement with the Company or one of its affiliates. Pursuant to their employment agreements, the annual base salaries of the named executive officers, as in effect on December 31, 2024, were as follows:
Named Executive Officer Employment Agreements and Potential Payments Upon Change of Control or Termination
| Name | Position | Annual Base Salary ($) | | Kenneth Sim, M.D. | Executive Chairman | 950,000 | | Brandon K. Sim, M.S. | Chief Executive Officer and President | 850,000 | | Thomas Lam, M.D., M.P.H. | Vice Chairman | 950,000 | | Chandan Basho, M.B.A. | Chief Financial Officer, Chief Operating Officer, Corporate Secretary | 600,000 | | Dinesh Kumar, M.D. | Chief Medical Officer | 700,000 | | Albert Young, M.D., M.P.H. | Senior Vice President of Health Affairs | 400,000 |
Named Executive Officer Employment Agreements and Potential Payments Upon Change of Control or Termination
The employment agreements of Brandon K. Sim, M.S., Chandan Basho, M.B.A., and Dinesh Kumar, M.D., have an initial term of three years with automatic renewals and provide for annual cash bonuses as determined by the Board 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. The employment agreements of Brandon K. Sim, M.S., Chandan Basho, M.B.A., and Dinesh Kumar, M.D., provide that each 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 applicable employment agreement) 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 applicable 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 employee with good reason, in addition to the amounts described in the preceding sentence, the executive officer will be entitled to receive (i) one year of annual base salary (or two years of annual base salary, if termination occurs within two years following a “change of control”, as defined in the applicable employment agreement); and (ii) subject to the executive officer’s election of continued coverage under COBRA, an amount in cash equal to the employer’s premium amounts paid for the executive officer’s coverage under the employer’s group medical, dental and vision programs for a period of twelve months (or a period of 24 months, if termination occurs within two years following a change of control). Each employment agreement also contains restrictive covenants for the Company’s benefit, including confidentiality, non-solicitation, and inventions assignment provisions. The employment agreements of Kenneth Sim, M.D., Thomas Lam, M.D., M.P.H., and Albert Young, M.D., M.P.H. have an initial term of one year with automatic renewals and provide for annual cash bonuses as determined by the Board 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. The employment agreements of Kenneth Sim, M.D., Thomas Lam, M.D., M.P.H., and Albert Young, M.D., M.P.H. provide 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 applicable employment agreement) upon 30 to 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 applicable 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 of the executive officer’s most recent base salary times the number of full years of service completed, not to exceed 12 years. Each employment agreement also contains restrictive covenants for the Company’s benefit, including confidentiality, non-solicitation and inventions assignment provisions. 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 on December 31, 2024. 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, 2024. 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 31, 2024, and, for performance-based equity awards, assuming that all performance conditions had been satisfied as of the last day of the 2024 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 2024 fiscal year as a result of death or disability.
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 | 4,939,711 | 22,212 | 5,911,923 | | Brandon K. Sim, M.S. | 354,167 | 19,031,634 | 14,408 | 19,400,209 | | Thomas Lam, M.D., M.P.H. | 950,000 | 3,258,089 | 15,523 | 4,223,612 | | Chandan Basho, M.B.A. | 100,000 | 2,897,512 | 676 | 2,998,188 | | Dinesh Kumar, M.D. | 58,333 | 3,970,258 | 20,643 | 4,049,234 | | Albert Young, M.D., M.P.H. | 400,000 | — | 21,438 | 421,438 |
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 Chief Executive Officer, Mr. Sim, and our former Co-Chief Executive Officer, Dr. Lam. For 2024, our last completed fiscal year, the median of the annual total worldwide compensation of our employees (other than Mr. Sim and Dr. Lam) was $51,483. As reported in the Summary Compensation Table, the annual total compensation of Mr. Sim and Dr. Lam was $18,242,585 and $2,843,062, respectively. Based on this information, for 2024, the ratio of the annual total compensation of Mr. Sim and Dr. Lam to the median of the annual total compensation of all our employees (other than Mr. Sim and Dr. Lam) was 354 to 1 and 55 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 Chief Executive Officer:
CEO PAY RATIO
| • | We determined that, during the year ended December 31, 2024, our employee population consisted of approximately 1,900 individuals, excluding our Chief Executive Officer. This population consisted of full-time and part-time employees employed with us during the period. |
CEO PAY RATIO
| • | We identified our median employee from that employee population based on annual total compensation. |
CEO PAY RATIO
| • | For the annual total compensation of our median employee, we calculated the elements of that employee’s compensation for 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $51,483. |
CEO PAY RATIO
| • | For the annual total compensation of Mr. Sim and Dr. Lam, we used the amounts reported for 2024 in the “Total” column of the Summary Compensation Table included in this proxy statement. |
PAY V. PERFORMANCE
| (2) As the valuation methods for compensation actually paid (“CAP”) required by the SEC differ from those required in the Summary Compensation Table (“SCT”), the tables below provide a reconciliation of the SCT amounts to the CAP amounts in the Pay Versus Performance table for the PEOs and Non-PEO NEOs for each of the last five fiscal years. |
Summary Compensation Table to Compensation Actually Paid Reconciliation Table
Summary Compensation Table to Compensation Actually Paid Reconciliation Table
Summary Compensation Table to Compensation Actually Paid Reconciliation Table
| | PEO #1 Brandon K. Sim, M.S. | | | | | | 2024 | 2023 | 2022 | 2021 | | Total Reported in Summary Compensation Table (SCT) | $18,242,585 | $14,311,250 | $15,302,775 | $9,006,157 | | Less, Value of Stock & Option Awards Reported in SCT(1) | (15,893,226) | (12,499,943) | (13,567,843) | (7,816,831) | | Plus, Year-End Value of Awards Granted in Fiscal Year That Are Unvested and Outstanding | 7,192,781 | 9,243,092 | 6,778,744 | 13,976,639 | | Plus, Change in Fair Value of Prior Year Awards That Are Outstanding and Unvested | 5,477,073 | 1,821,347 | (5,032,202) | — | | Plus, FMV of Awards Granted this Year That Vested This Year | 826,136 | 527,597 | — | — | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year Awards That Vested This Year | 1,097,221 | 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 | $16,942,570 | $13,561,755 | $997,261 | $15,536,119 |
Summary Compensation Table to Compensation Actually Paid Reconciliation Table
| | PEO #2 Thomas S. Lam, M.D., M.P.H. | | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | | Total Reported in Summary Compensation Table (SCT) | $2,843,062 | $5,217,562 | $1,487,709 | $6,857,194 | $2,515,142 | | Less, Value of Stock & Option Awards Reported in SCT(1) | (1,878,400) | (3,253,500) | — | (5,777,307) | (1,450,003) | | Plus, Year-End Value of Awards Granted in Fiscal Year That Are Unvested and Outstanding | 420,389 | 2,298,000 | — | 5,875,821 | 1,486,990 | | Plus, Change in Fair Value of Prior Year Awards That Are Outstanding and Unvested | 539,700 | 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 | 354,249 | (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 | $2,279,000 | $4,314,127 | $(5,920,199) | $16,090,110 | $2,412,546 |
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 |
Summary Compensation Table to Compensation Actually Paid Reconciliation Table
| | Average NEOs | | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | | Total Reported in Summary Compensation Table (SCT) | $6,666,617 | $3,827,960 | $1,667,352 | $688,309 | $685,422 | | Less, Value of Stock & Option Awards Reported in SCT(1) | (5,573,539) | (2,617,300) | (880,452) | (205,730) | (204,895) | | Plus, Year-End Value of Awards Granted in Fiscal Year That Are Unvested and Outstanding | 2,299,412 | 1,818,867 | 524,690 | 652,802 | 107,514 | | Plus, Change in Fair Value of Prior Year Awards That Are Outstanding and Unvested | 25,600 | 180,624 | (956,215) | 17,308 | — | | Plus, FMV of Awards Granted This Year That Vested This Year | 93,191 | 155,544 | 77,967 | — | 107,266 | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards That Vested This year | 132,932 | (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 | $3,644,213 | $3,356,039 | $(574,925) | $1,155,454 | $695,307 |
Summary Compensation Table to Compensation Actually Paid Reconciliation Table
| (1) 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. |
Compensation Actually Paid and Performance Measures
Compensation Actually Paid and Performance Measures The following charts show the relationship between compensation actually paid to each PEO and average compensation actually paid to our Non-PEO NEOs, and (1) our TSR, as well as the relationship between our TSR and the TSR of our peer group, (2) our net income, and (3) Adjusted EBITDA. 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:
Compensation Actually Paid and Performance Measures
| Most Important Financial Performance Measures | | Adjusted EBITDA | | Revenue |