DEF 14A of Astrana Health, Inc.
Filed Apr 17, 2026 · FY20250001104659-26-044536
Director Nominees
Director Nominees
Director Nominees
| Name | Age | Director Since | Independent | Current Committee Memberships | | | | | | | | Audit | Compensation | Nominating | | Kenneth Sim, M.D. | 72 | 2017 | | | | | | Thomas S. Lam, M.D., M.P.H. | 76 | 2016 | | | | | | John Chiang | 63 | 2019 | ✓ | ✓ | ✓ | | | Weili Dai | 64 | 2021 | ✓ | | | | | Linda Dong | 76 | 2019 | | | | | | J. Lorraine Estradas, R.N., B.S.N., M.P.H. | 78 | 2021 | | | | | | Mitchell W. Kitayama | 69 | 2017 | ✓ | | | | | Matthew Mazdyasni | 69 | 2019 | ✓ | ✓ | | ✓ | | David G. Schmidt | 78 | 2013 | ✓ | | ✓ | ✓ | | | | | | = Chairperson | | |
PROPOSAL 1 – ELECTION OF DIRECTORS
PROPOSAL 1 – ELECTION OF DIRECTORS Stockholders will be asked at the 2026 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, Linda Dong, J. Lorraine Estradas, R.N., B.S.N., M.P.H., Mitchell W. Kitayama, 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 2026 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 2026 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 2026 Annual Meeting, a director will serve until the annual meeting of our stockholders to be held in 2027 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: 72 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: 76 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: 63 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 ChimeTV since June 2023 ● Board of Directors of GrubMarket since February 2024 ● Board of Directors of Century Housing since February 2024 ● Advisory Board of AlphaX RE Capital since February 2024 ● Board of Directors of Foxx Development Holdings Inc. since November 2024 ● Board of Directors of OFA Group since May 2025 ● Board of Directors of The Hunt Institute since May 2021 ● Advisory Board of the Loyola Marymount Graduate School of Entrepreneurship 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 Zeuss 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: 64 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 Technology 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
| Linda Dong Age: 76 Director since: 2019 | Ms. Dong 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. Dong is responsible for all federal, state, and local government relations, as well as all risk management activities. Ms. Dong 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. Dong has served as a member of the board of directors of Fulgent Genetics, Inc. since August 2019. Ms. Dong 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. Dong 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. Dong’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. | | J. Lorraine Estradas, R.N., B.S.N., M.P.H. Age: 78 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. |
BACKGROUND OF DIRECTORS
| Mitchell W. Kitayama Lead Independent Director Age: 69 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 Bachelor of Arts degree in Biology with a Chemistry minor and a Master of Business Administration 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. | | Matthew Mazdyasni Age: 69 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 (“HealthCare Partners”), 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. 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: 78 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. |
DIRECTOR COMPENSATION
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. In June 2025, with the assistance of Pearl Meyer, our compensation consultant, the Compensation Committee reviewed the Company’s non-employee director compensation program, including benchmarking against the Company’s peers, and did not recommend to the Board any changes to the director compensation program. Accordingly, during 2025, the Company’s non-employee director compensation program consisted of the following:
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; |
DIRECTOR COMPENSATION
| ● | An additional cash retainer, paid in monthly installments, for each non-employee director serving as chair of one of the following Board committees, in the following amounts: Audit Committee Chair – $25,000, Compensation Committee Chair – $20,000, and Nominating and Corporate Governance Committee Chair – $15,000; |
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 one of the following Board committees, in the following amounts: Audit Committee member – $12,000, Compensation Committee member – $10,000, and Nominating and Corporate Governance Committee member – $10,000; |
DIRECTOR COMPENSATION
| ● | No additional compensation for service as a member or chair of the Strategy Committee; and |
DIRECTOR COMPENSATION
| ● | An annual award of restricted stock to each non-employee director with a grant date value equal to $170,000, which vests, subject to the non-employee director’s continued service, on the earlier of the first anniversary of the date of grant or the next annual meeting of stockholders of the Company. |
DIRECTOR COMPENSATION
The following table reflects the compensation awarded to, earned by, or paid to our directors for the year ended December 31, 2025. Dr. Sim is not included in the following table because he received no separate compensation for his service as a director of the Company, and all compensation earned by him during the year ended December 31, 2025 is reflected in the Summary Compensation Table below. Dr. Lam, who served as an employee of AHM during the year ended December 31, 2025, did not receive additional compensation for his service as a director. Ms. Estradas does not receive any compensation from the Company for her service as a director.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2)(3) ($) | All Other Compensation ($) | Total ($) | | John Chiang | 102,000 | 169,996 | — | 271,996 | | Weili Dai | 80,004 | 169,996 | — | 250,000 | | Linda Dong | 80,004 | 169,996 | — | 250,000 | | J. Lorraine Estradas, R.N., B.S.N., M.P.H. | — | — | — | — | | Mitchell W. Kitayama | 147,504 | 169,996 | — | 317,500 | | Thomas S. Lam, M.D., M.P.H.(4) | — | — | 992,530 | 992,530 | | Matthew Mazdyasni | 102,000 | 169,996 | — | 271,996 | | David G. Schmidt | 125,004 | 169,996 | — | 295,000 |
DIRECTOR COMPENSATION
| (1) The amounts reported in this column represent the total cash compensation earned in 2025 for service as a director. |
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 2025. 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. |
DIRECTOR COMPENSATION
| (3) As of December 31, 2025, the aggregate number of shares subject to outstanding equity awards held by our non-employee directors was as follows: |
DIRECTOR COMPENSATION
| Name | Stock Options | Restricted Stock | | John Chiang | — | 6,449 | | Weili Dai | — | 6,449 | | Linda Dong | — | 6,449 | | J. Lorraine Estradas, R.N., B.S.N., M.P.H. | — | — | | Mitchell W. Kitayama | — | 6,449 | | Matthew Mazdyasni | — | 6,449 | | David G. Schmidt | 40,000 | 6,449 |
DIRECTOR COMPENSATION
| (4) During the year ended December 31, 2025, Dr. Lam served both as Vice Chairman of the Board and as an employee of AHM. Dr. Lam was not separately compensated for his service on the Board during 2025. The amount shown in the table above reflects the base salary and benefits that Dr. Lam received as compensation for his service as an employee of AHM during 2025. Specifically, the “Other Compensation” reported for Dr. Lam includes $950,000 in base salary, a discretionary cash bonus for fiscal 2025 in the amount of $20,000, $15,218 for health, dental, and life insurance premiums, an estimated $7,000 of 401(k) matching contribution by the Company, and $312 for work-from-home and commuting reimbursement. Dr. Lam held an aggregate of 29,502 unexercised stock options to purchase and 104,167 shares of unvested restricted stock as of December 31, 2025, of which 26,667 shares were subject to performance-based vesting conditions. |
DIRECTOR COMPENSATION
In addition, as the Board believes that it is important to promote the alignment of the interests of non-employee directors with the interests of the Company’s stockholders, the Board has adopted formal stock ownership guidelines. Under the guidelines, each non-employee director is required to hold shares of the Company’s stock in an amount equal to three times the annual cash retainer. In addition, the Board has designed Dr. Lam as a key employee subject to the stock ownership guidelines; as such, he is required to hold shares of the Company’s stock in an amount equal to three times his annual base salary. Directors (including Dr. Lam) have five years from the date of implementation of the stock ownership guidelines (i.e., April 2029) or, if later, five years from their initial appointment as an executive or director to attain the applicable ownership threshold. Additional information regarding the stock ownership guidelines is described below under “Compensation Discussion and Analysis—Other Practices, Policies, and Guidelines—Stock Ownership Guidelines.” For each of the directors listed below, the deadline to meet the applicable stock ownership guidelines is April 2029. The following table shows each non-employee director’s and Dr. Lam’s compliance status as of December 31, 2025:
DIRECTOR COMPENSATION
| Name | Total Shares Required (#)(1) | Total Shares Held (#)(2) | Guidelines Exceeded Ratio(3) | | John Chiang | 10,423 | 30,848 | 3.0 | | Weili Dai | 10,423 | 13,663 | 1.3 | | Linda Dong | 10,423 | 92,608 | 8.9 | | J. Lorraine Estradas, R.N., B.S.N., M.P.H.(4) | — | — | — | | Mitchell W. Kitayama | 10,423 | 27,846 | 2.7 | | Thomas S. Lam, M.D., M.P.H.(5) | 123,779 | 1,540,295 | 12.4 | | Matthew Mazdyasni | 10,423 | 34,763 | 3.3 | | David G. Schmidt | 10,423 | 15,763 | 1.5 |
DIRECTOR COMPENSATION
| (1) Under the stock ownership guidelines, each non-employee director is required to own at least three times the annual cash retainer (which for fiscal 2025 was $80,000) and Dr. Lam is required to own at least three times his annual base salary (which for fiscal 2025 was $950,000). The number shown in this column represents the number of shares each non-employee director and Dr. Lam is required to own, calculated by dividing (i) the total value of shares required to be owned by (ii) the average closing price per share for the 30-day period ending on December 31, 2025 (with the result rounded to the nearest whole share). |
DIRECTOR COMPENSATION
| (2) The number shown in this column represents the total number of shares of common stock held by each non-employee director and Dr. Lam as of December 31, 2025. For purposes of the Company’s stock ownership guidelines, “ownership” includes unvested time-based restricted stock and/or restricted stock units; it does not include unexercised stock options (whether vested or unvested) and unvested performance-based restricted stock and performance-based restricted stock units (or other unvested equity awards subject to performance goals). |
DIRECTOR COMPENSATION
| (3) This column indicates the ratio by which the applicable director’s holdings exceeds the total shares requirement, or “N/A” if the guidelines have not been met. |
DIRECTOR COMPENSATION
| (4) Ms. Estradas is not permitted to own our securities pursuant to corporate practice of medicine laws. |
DIRECTOR COMPENSATION
| (5) Dr. Lam’s holdings do not include shares directly owned by APC, of which Dr. Lam is the Chief Executive Officer and Chief Financial Officer and a director and stockholder. |
Best Compensation Practices & Policies
| What We Do | | What We Don’t Do | | | ✓ | Place significant emphasis on performance-based and variable compensation | 🗶 | No hedging or pledging (without prior written approval of the Compliance Officer under the Insider Trading Policy) | | ✓ | 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, as well as such factors as competitive industry salaries. 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 2025, the Compensation Committee 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 2025. The Compensation Committee 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 committee. 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 continue to 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. In March 2025, the Compensation Committee, in consultation with Pearl Meyer, developed a new peer group for 2025 that consisted of relevant health care providers and services sector companies and health care technology industry companies that are similar to us in terms of revenue and market capitalization. The peer group was constructed to more closely align with our business practices and growth forecasts and was used to prepare a competitive market analysis of our executive compensation program. An analysis by Pearl Meyer of the compensation practices at the peer group was made available to the Compensation Committee to inform its decisions regarding 2025 compensation of our executive officers. In evaluating and updating the companies comprising the compensation peer group for 2025, the Compensation Committee, in collaboration with Pearl Meyer, considered the following primary criteria:
The Decision-Making Process
After a review of the peer group companies, the Compensation Committee elected to make the following changes to our compensation peer group for 2025, primarily due to changing revenue ranges:
The Decision-Making Process
| (1) Amedisys, Inc. was subsequently removed from the peer group because it was acquired in August 2025. |
The Decision-Making Process
The Compensation Committee believes that peer group comparisons are useful guides to measure the competitiveness of our executive compensation program and related policies and practices. The Compensation Committee reviews our compensation peer group annually and makes adjustments to its composition if warranted, taking into account changes in both our business and the businesses of the companies in the peer group. 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. |
The Decision-Making Process
| (1) The table above does not include all peer group companies as three year stock price data was not available for all companies. |
Annual Cash Bonus Awards
Annual Cash Bonus Awards For 2025, 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 Company’s performance with respect to specified performance metrics, subject to potential adjustment as described below. After considering market compensation information and the recommendation of our Chief Executive Officer, the Compensation Committee approved an increase in Mr. Basho’s target annual bonus opportunity for 2025 to 85% of his base salary (from 80% in 2024). This adjustment, together with the adjustment to his 2025 annual base salary described above, positioned Mr. Basho’s 2025 target total cash compensation at approximately the median of the competitive market. The target annual bonus opportunities of Mr. Sim and Dr. Kumar, as a percentage of base salary, were unchanged from 2024. For 2025, annual cash bonus opportunities for Mr. Sim, Mr. Basho and Dr. Kumar were based on the level of achievement of predetermined performance goals based on the Company’s revenue (50% weighting), Adjusted EBITDA (25% weighting) and annual wellness visit percentage (25% weighting). In addition, the 2025 annual cash bonus program authorized the Compensation Committee to adjust payouts up or down by up to 15% after considering individual performance. Each participant in the executive annual cash bonus program 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 Company performance goals, the actual level of performance achieved for each of the Company performance goals, and the corresponding weighted payout percentage for 2025:
Annual Cash Bonus Awards
| Performance Metric | Weighting | Threshold | Target | Maximum | Actual Performance | Weighted Payout % | | Revenue | 50% | $2,400.0M | $2,600.0M | $2,800.0M | $3,200.0M | 200% | | Adjusted EBITDA | 25% | $170.0M | $180.0M | $190.0M | $205.0M | 200% | | Annual Wellness Visit Percentage(1) | 25% | 70% | 74% | 78% | 77% | 175% | | Preliminary Payout Percentage (Prior to any Discretionary Adjustment) (% of Target): | | | | | | 193.8% |
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
After reviewing the level of achievement of the Company performance goals and the preliminary payout percentage of 193.8% of target, as set out above, the Compensation Committee considered individual performance and approved final 2025 bonus payouts as follows: Mr. Sim – 100%, Mr. Basho – 85%, and Dr. Kumar – 100% (expressed as a percentage of the 193.8% preliminary payout percentage based on achievement of Company performance goals). The following table sets out the target annual cash bonus opportunity (as a percentage of base salary) and the annual cash bonus actually received by each participating named executive officer for fiscal 2025.
Annual Cash Bonus Awards
| Name | Target Annual Bonus Opportunity (% of Base Salary) | 2025 Annual Cash Bonus | | Brandon K. Sim, M.S. | 125% | $2,059,125 | | Chandan Basho, M.B.A. | 85% | $979,891 | | Dinesh Kumar, M.D. | 100% | $1,356,250 |
Annual Cash Bonus Awards
As provided in his employment agreement with AHM, Dr. Sim is eligible to receive a discretionary annual cash bonus. For the 2025 fiscal year, the Board approved the payment of a discretionary cash bonus of $100,000 to Dr. Sim.
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 2025. Equity Compensation Awards Granted in 2025 In March 2025, the Compensation Committee granted long-term equity incentive awards to certain of our named executive officers using a mix of two-thirds performance-based and one-third time-based restricted stock unit awards. Performance-based restricted stock unit awards link actual earned award values to the achievement of certain financial and/or operational objectives and are intended to drive long-term stockholder value. Time-based 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. The number of performance-based and time-based restricted stock units granted to Mr. Sim, Mr. Basho and Dr. Kumar in March 2025 are set out below. We did not grant any equity awards to Dr. Sim during 2025.
Equity Compensation Awards
| Name | Performance-based restricted stock units (at target) | Time-based restricted stock units | Total restricted stock units | | Brandon K. Sim, M.S. | 295,696 | 145,642 | 441,338 | | Chandan Basho, M.B.A. | 54,211 | 26,701 | 80,912 | | Dinesh M. Kumar, M.D. | 54,211 | 26,701 | 80,912 |
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 based on revenue and Adjusted EBITDA for the last year of a three-year performance period (fiscal 2025 through fiscal 2027). 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. For more information regarding the equity awards granted to our named executive officers in 2025, see the “Grants of Plan-Based Awards” and “Outstanding Equity Awards at Year-End” tables that follow. Achievement of Performance Goals for Equity Awards Granted in Prior Years November 2024 Performance Recognition Awards In November 2024, the Compensation Committee and the Board approved one-time performance-based equity awards to Dr. Sim and Dr. Kumar with vesting subject to financial performance objectives measured as of the end of the 2025 fiscal year. Dr. Kumar. For Dr. Kumar’s grant, vesting depended on the level of achievement of revenue and adjusted EBITDA performance goals for the last year of the two-year performance period (fiscal 2024 through fiscal 2025). Those performance goals were equally weighted, and the number of performance-based restricted stock units earned could range from 50% (threshold performance) to 200% (maximum performance). The following shows the performance goals for Dr. Kumar’s grant, the Company’s actual performance, and the percentage of the target number of Dr. Kumar’s performance-based restricted stock units that were earned based on our achievement of the performance goals.
Equity Compensation Awards
| Performance Metric | Weighting | Threshold | Target | Maximum | Actual Performance | Weighted Payout % | | Revenue | 50% | $1,980.0M | $2,200.0M | $2,420.0M | $3,200.0M | 200% | | Adjusted EBITDA | 50% | $184.0M | $204.0M | $224.0M | $205.0M | 105% |
Equity Compensation Awards
Based on the performance results above, the Compensation Committee determined that Dr. Kumar earned 152.5%, or 102,538, of his 67,238 target performance-based restricted stock units. Dr. Sim. For Dr. Sim’s grant, vesting depended on continued employment as described below and the achievement of the following performance goals: (i) $2,400.0 million in annual revenue, as reported in the Company’s annual report for a fiscal year ending on or before December 31, 2025, representing a 20% revenue compound annual growth rate annually for three consecutive fiscal years, and (ii) greater than $180.0 million in adjusted EBITDA for the fiscal year in which the revenue target is achieved. Based on the Company’s actual achievement of revenue and adjusted EBITDA for the 2025 fiscal year, the Compensation Committee determined that Dr. Sim earned 100% of his 133,333 shares of performance-based restricted stock; 50% of those earned shares vested on the date the Compensation Committee certified achievement of the performance goals, and the remaining shares will vest in two equal installments on next two annual anniversaries of the date of the Compensation Committee’s certification of performance achievement. Dr. Kumar’s New Hire Performance-Based Restricted Stock Award As an inducement to Dr. Kumar to join the Company as our Chief Medical Officer in January 2024, the Compensation Committee approved a one-time new-hire award to Dr. Kumar, including 65,265 shares of performance-based restricted stock that vest 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. Based on performance through the end of the 2025 fiscal year, the Compensation Committee has determined that the strategic and operational performance milestones applicable to all 65,265 of those shares of performance-based restricted stock have been achieved.
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 (which was increased to $700,000 in March 2025) and a target annual cash bonus opportunity of 80% of his annual base salary (which was increased to 85% in March 2025). 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
The employment agreement with Kenneth Sim, M.D. 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, Dr. Sim’s employment agreement provides that his employment may be terminated by the employer (i) in the event of death or disability, (ii) without cause (as defined in the employment agreement) upon 30 days’ advance written notice, or (iii) for cause at any time. Dr. Sim may terminate his employment at any time and for any reason, including for good reason (as defined in the employment agreement). Upon termination of Dr. Sim’s employment by the employer for cause or by Dr. Sim without good reason, Dr. Sim 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 Dr. Sim’s employment by the employer without cause or by Dr. Sim for good reason, in addition to the amounts described in the preceding sentence, Dr. Sim 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 Dr. Sim’s employment by the employer without cause, by Dr. Sim for good reason, or as a result of Dr. Sim’s death or disability, Dr. Sim 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 agreement with Dr. Sim also contains restrictive covenants for the Company’s benefit, including confidentiality, non-solicitation, and inventions assignment provisions.
Nonqualified Deferred Compensation Plan
Nonqualified Deferred Compensation Plan The Company maintains 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 may also make discretionary 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 three most recently completed fiscal years:
Summary Compensation Table (“SCT”)
| Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation ($) | Total ($) | | Kenneth Sim, M.D. Executive Chairman | 2025 | 950,000 | 100,000 | — | — | — | 24,170(4) | 1,074,170 | | | 2024 | 950,000 | — | 9,392,000 | — | — | 20,866 | 10,362,866 | | | 2023 | 950,000 | 1,000,000 | 3,253,500 | — | — | 20,100 | 5,223,600 | | Brandon K. Sim, M.S. Chief Executive Officer | 2025 | 850,000 | — | 11,999,980 | — | 2,059,125 | 21,126(5) | 14,930,231 | | | 2024 | 813,462 | — | 15,893,226 | — | 1,523,423 | 12,474 | 18,242,585 | | | 2023 | 712,308 | 1,087,500 | 12,499,943 | — | — | 11,499 | 14,311,250 | | Chandan Basho, M.B.A. Chief Financial Officer and Chief Operating Officer | 2025 | 678,077(6) | — | 2,199,997 | — | 979,891 | 9,092(7) | 3,867,057 | | | 2024 | 556,154 | — | 4,207,116 | — | 688,229 | 8,991 | 5,460,490 | | | 2023 | 415,385 | 675,000 | 4,598,401 | — | — | 8,720 | 5,697,506 | | Dinesh Kumar, M.D. Chief Medical Officer | 2025 | 700,000 | — | 2,199,997 | — | 1,356,250 | 27,468(8) | 4,283,715 | | | 2024 | 678,000 | — | 8,695,040 | — | 1,003,667 | 14,123 | 10,390,830 |
Summary Compensation Table (“SCT”)
| (1) Reflects discretionary cash bonus earned for performance during the fiscal 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. 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, 2025 for a discussion of the assumptions and methodologies used to calculate the valuations of the stock and option awards. For the performance-based restricted stock units granted to Messrs. Sim, Basho, and Kumar during 2025, the grant date fair value, assuming the maximum level of achievement of the applicable performance objectives would be $16,079,948, $2,947,994, and $2,947,994, respectively. |
Summary Compensation Table (“SCT”)
| (3) Reflects bonus earned for fiscal years 2024 and 2025 based on achievement of specified performance goals. |
Summary Compensation Table (“SCT”)
| (4) Reflects $16,858 for health, dental, and life insurance premiums, an estimated $7,000 of 401(k) matching contribution by the Company, and $312 for work-from-home and commuting reimbursement. |
Summary Compensation Table (“SCT”)
| (5) Reflects $14,126 for health, dental, and life insurance premiums and an estimated $7,000 of 401(k) matching contribution by the Company. |
Summary Compensation Table (“SCT”)
| (6) Effective March 26, 2025, Mr. Basho’s salary increased from $600,000 to $700,000. |
Summary Compensation Table (“SCT”)
| (7) Reflects $1,170 for medical waiver of health insurance premiums; $662 for dental, vision, and life insurance premiums; an estimated $7,000 of 401(k) matching contribution by the Company; and $260 for work-from-home reimbursement. |
Summary Compensation Table (“SCT”)
| (8) Reflects $20,238 for health, dental, and life insurance premiums; an estimated $7,000 of 401(k) matching contribution by the Company; and $230 for work-from-home and commuting reimbursement. |
Summary Compensation Table (“SCT”)
For a description of the material terms of the employment agreements, please see “Named Executive Officer Employment Agreements and Potential Payments Upon Change of Control or Termination” below.
Grants of Plan-Based Awards in 2025
Grants of Plan-Based Awards in 2025 The following table sets forth information regarding equity awards granted under the Company’s Amended and Restated 2024 Equity Incentive Plan (the “2024 Plan”) to our named executive officers in 2025:
Grants of Plan-Based Awards in 2025
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | or Units (#) | Awards(1) ($) | | Kenneth Sim, M.D. | — | — | — | — | — | — | — | — | — | | Brandon K. Sim, M.S. | 03/05/2025 | 531,250 | 1,062,500 | 2,125,000 | 147,848 | 295,696 | 591,392 | — | 8,039,974(2) | | | 03/05/2025 | — | — | — | — | — | — | 145,642 | 3,960,006(3) | | Chandan Basho, M.B.A. | 03/05/2025 | 297,500 | 595,000 | 1,190,000 | 27,106 | 54,211 | 108,422 | — | 1,473,997(4) | | | 03/05/2025 | — | — | — | — | — | — | 26,701 | 726,000(5) | | Dinesh Kumar, M.D. | 03/05/2025 | 350,000 | 700,000 | 1,400,000 | 27,106 | 54,211 | 108,422 | — | 1,473,997(4) | | | 03/05/2025 | — | — | — | — | — | — | 26,701 | 726,000(5) |
Grants of Plan-Based Awards in 2025
| (1) The amount shown in this column reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. 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 2025
| (2) Grant date fair value of 295,696 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, 2025 and ending December 31, 2027, 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 2025
| (3) Grant date fair value of 145,642 time-based restricted stock units that vest in eight equal semi-annual installments beginning on September 5, 2025. |
Grants of Plan-Based Awards in 2025
| (4) Grant date fair value of 54,211 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, 2025 and ending December 31, 2027, 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 2025
| (5) Grant date fair value of 26,701 time-based restricted stock units that vest in eight equal semi-annual installments beginning on September 5, 2025. |
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, 2025:
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 | — | — | — | — | 183,334(3) | 4,547,517 | — | — | | | 12/15/2023 | — | — | — | — | 67,500(4) | 1,674,675 | — | — | | | 11/02/2021 | 29,502 | — | 71.45 | 11/02/2026 | — | — | — | — | | Brandon K. Sim, M.S. | 03/05/2025 | — | — | — | — | 127,437(5) | 3,161,712 | — | — | | | 03/05/2025 | — | — | — | — | — | — | 591,392(6) | 14,672,436 | | | 11/08/2024 | — | — | — | — | 21,492(7) | 533,217 | — | — | | | 04/02/2024 | — | — | — | — | 53,941(7) | 1,338,276 | — | — | | | 11/08/2024 | — | — | — | — | — | — | 139,628(8) | 3,464,171 | | | 04/02/2024 | — | — | — | — | — | — | 350,452(8) | 8,694,714 | | | 05/16/2023 | — | — | — | — | 51,309(9) | 1,272,976 | — | — | | | 11/04/2022 | — | — | — | — | 2,779(10) | 68,947 | — | — | | | 06/27/2022 | — | — | — | — | 27,140(11) | 673,343 | — | — | | | 11/02/2021 | 54,486 | — | 80.00 | 11/02/2026 | — | — | — | — | | | 02/03/2021 | 21,334 | — | 23.24 | 02/02/2026 | — | — | — | — | | Chandan Basho, M.B.A. | 03/05/2025 | — | — | — | — | 23,364(5) | 579,661 | — | — | | | 03/05/2025 | — | — | — | — | — | — | 108,421(6) | 2,689,925 | | | 11/08/2024 | — | — | — | — | 9,695(7) | 240,533 | — | — | | | 04/02/2024 | — | — | — | — | 9,809(7) | 243,361 | — | — | | | 11/08/2024 | — | — | — | — | — | — | 62,980(8) | 1,562,534 | | | 04/02/2024 | — | — | — | — | — | — | 63,718(8) | 1,580,844 | | | 05/16/2023 | — | — | — | — | 30,404(12) | 754,323 | — | — | | | 04/14/2022 | — | — | — | — | 7,214(13) | 178,979 | — | — | | Dinesh Kumar, M.D. | 03/05/2025 | — | — | — | — | 23,364(5) | 579,661 | — | — | | | 03/05/2025 | — | — | — | — | — | — | 108,421(6) | 2,689,925 | | | 11/08/2024 | — | — | — | — | 102,538(14) | 2,543,967 | — | — | | | 01/23/2024 | — | — | — | — | 81,640(15) | 2,025,488 | — | — |
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, 2025. |
Outstanding Equity Awards at Year-End
| (3) On November 8, 2024, Dr. Sim was granted 200,000 shares of restricted stock, consisting of the following: (i) 66,667 shares reflected restricted stock awarded with time-based restrictions, of which 50,001 shares were unvested as of December 31, 2025 and will vest in three equal annual installments beginning on March 5, 2026; and (ii) 133,333 shares reflected restricted stock awarded subject to the achievement of pre-established performance goals that had been achieved as of December 31, 2025 and which vest, subject to continued employment, in three annual installments of 66,666, 33,333 and 33,334, respectively, beginning on April 1, 2026. |
Outstanding Equity Awards at Year-End
| (4) Reflects restricted stock awards granted on December 15, 2023, some of which were subject to performance-based conditions that were achieved prior to December 31, 2025. These restricted stock awards will vest in three equal annual installments beginning on March 5, 2026, subject to the officer’s continued employment with the Company through the applicable vesting date. |
Outstanding Equity Awards at Year-End
| (5) Reflects restricted stock units awarded with time-based restrictions that will vest in seven equal semi-annual installments beginning on March 5, 2026, subject to the officer’s continued employment with the Company through the applicable vesting date. |
Outstanding Equity Awards at Year-End
| (6) Reflects restricted stock units that vest upon achievement of certain pre-established performance goals for the three-year performance period ending December 31, 2027, with the number of units shown at 200% of target based on performance as of 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
| (7) Reflects restricted stock units awarded with time-based restrictions that will vest in five equal semi-annual installments beginning on April 2, 2026, subject to the officer’s continued employment with the Company through the applicable vesting date. |
Outstanding Equity Awards at Year-End
| (8) Reflects restricted stock units that vest upon achievement of certain pre-established performance goals for the three-year performance period ending December 31, 2026, with the number of units shown at 200% of target based on performance as of 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
| (9) Reflects restricted stock awards granted on May 16, 2023, with time-based restrictions that have remaining vesting in three equal semi-annual installments beginning on March 31, 2026, subject to the officer’s continued employment with the Company through the applicable vesting date. |
Outstanding Equity Awards at Year-End
| (10) Reflects restricted stock awards granted on November 4, 2022, with time-based restrictions that will vest on June 27, 2026, subject to the officer’s continued employment with the Company through the applicable vesting date. |
Outstanding Equity Awards at Year-End
| (11) Reflects restricted stock awards granted on June 27, 2022, with time-based restrictions that will vest on June 27, 2026, subject to the officer’s continued employment with the Company through the applicable vesting date. |
Outstanding Equity Awards at Year-End
| (12) Reflects restricted stock awards granted on May 16, 2023, with time-based restrictions that have remaining vesting in two equal annual installments beginning on May 16, 2026, subject to the officer’s continued employment with the Company through the applicable vesting date. |
Outstanding Equity Awards at Year-End
| (13) Reflects restricted stock awards granted on April 14, 2022, which will vest on April 14, 2026, subject to the officer’s continued employment with the Company through the applicable vesting date. |
Outstanding Equity Awards at Year-End
| (14) Reflects restricted stock units that vest upon achievement of certain pre-established performance goals that were achieved for the two-year performance period ending December 31, 2025. Vesting is contingent on the officer’s continued employment with the Company through April 1, 2026, the date the Compensation Committee certifies achievement of the performance goals. |
Outstanding Equity Awards at Year-End
| (15) On January 23, 2024, Dr. Kumar was granted 150,395 shares of restricted stock, consisting of the following: (i) 85,130 shares reflected restricted stock awarded with time-based restrictions, of which 56,754 shares were unvested as of December 31, 2025 and will vest in two equal annual installments beginning on January 23, 2026; and (ii) 65,265 shares reflected restricted stock awarded subject to the achievement of certain pre-established performance goals that were achieved by December 31, 2025, of which (a) 11,422 shares were unvested as of December 31, 2025 and did not vest until April 1, 2026, the date the Compensation Committee certified achievement of the performance goals, and (b) 13,464 shares were unvested as of December 31, 2025 and did not vest until January 1, 2026. |
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, 2025.
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. | 29,502 | 137,184 | 39,166 | 1,064,924 | | Brandon K. Sim, M.S. | — | — | 465,148 | 12,756,082 | | Chandan Basho, M.B.A. | — | — | 38,112 | 1,107,221 | | Dinesh Kumar, M.D. | — | — | 68,829 | 2,170,440 |
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 Deferred Compensation Plan does not provide for above-market or preferential earnings on account balances. The table below sets forth information regarding executive and Company contributions, earnings, and withdrawals during 2025 and the account balances as of December 31, 2025, 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. | — | — | — | — | — | | Chandan Basho, M.B.A. | — | — | 93,191 | — | 818,385 | | Dinesh Kumar, M.D. | — | — | — | — | — |
Nonqualified Deferred Compensation
| (1) Executive contributions to the Deferred Compensation Plan in the last fiscal year are reflected in the “Salary” column of the 2025 Summary Compensation Table on page 51 of this proxy statement. |
Nonqualified Deferred Compensation
| (2) Aggregate earnings (losses) in the last fiscal year are not reflected in the 2025 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 $657,227 that was reported for Mr. Basho in the Summary Compensation Table for fiscal years prior to 2025. |
Named Executive Officer Employment Agreements and Potential Payments Upon Change of Control or Termination
Named Executive Officer Employment Agreements and Potential Payments Upon Change of Control or Termination Each of the named executive officers is a party to an employment agreement with the Company or one of its affiliates. Pursuant to their employment agreements, the annual base salaries of the named executive officers, as in effect on December 31, 2025, were as follows:
Named Executive Officer Employment Agreements and Potential Payments Upon Change of Control or Termination
| Name | Position | Annual Base Salary ($) | | Kenneth Sim, M.D. | Executive Chairman | 950,000 | | Brandon K. Sim, M.S. | Chief Executive Officer and President | 850,000 | | Chandan Basho, M.B.A. | Chief Financial Officer and Chief Operating Officer | 700,000 | | Dinesh Kumar, M.D. | Chief Medical Officer | 700,000 |
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); (ii) accelerated vesting of any outstanding time-based equity awards and vesting of any outstanding performance-based equity awards subject to achievement of the applicable performance goals; and (iii) 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 agreement of Kenneth Sim, M.D. 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. Dr. Sim’s employment agreement provides that Dr. Sim’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 days advance written notice, or (c) for cause at any time. Dr. Sim may terminate his employment at any time and for any reason, including for good reason (as defined in the employment agreement). Upon termination of Dr. Sim’s employment by the employer for cause or by Dr. Sim without good reason, Dr. Sim 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 Dr. Sim’s employment by the employer without cause or by Dr. Sim for good reason, in addition to the amounts described in the preceding sentence, Dr. Sim shall be entitled to receive (i) an amount equal to one-twelfth of his most recent base salary times the number of full years of service completed, not to exceed 12 years; (ii) accelerated vesting of any outstanding time-based equity awards and vesting of any outstanding performance-based equity awards subject to achievement of the applicable performance goals; and (iii) subject to Dr. Sim’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. Dr. Sim’s employment agreement also contains restrictive covenants for the Company’s benefit, including confidentiality, non-solicitation and inventions assignment provisions. In the event of a change of control of the Company, awards granted to our named executive officers under the 2024 Plan generally will vest on a “double-trigger” basis. That is, if the awards are assumed or substituted by the acquiring or surviving company, the awards generally will continue to be subject to the original vesting schedule, except that vesting generally will accelerate (at the “target” level, in the case of performance-based awards) in the event of a termination of employment without cause or by the executive for good reason within two years after the change of control. If the awards are not assumed or substituted by the acquiring or surviving company, they generally will become vested in full (at the “target” level, in the case of performance-based awards) upon the change of control as provided in the 2024 Plan. For equity awards granted to our named executive officers under our 2015 Equity Incentive Plan (the “2015 Plan”), the Compensation Committee may determine the treatment of outstanding equity awards in connection with a change of control, which may include accelerated vesting of those equity awards. The following tables set 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, 2025. Separate tables illustrate the benefits that would be provided if such termination is not in connection with a change of control, or alternatively, if such termination occurs within two years after a change of control. 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, 2025. 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, 2025, and, for performance-based equity awards, assuming that all performance conditions (at the “target” level, where applicable) had been satisfied as of the last day of the 2025 fiscal year.
Named Executive Officer Employment Agreements and Potential Payments Upon Change of Control or Termination
| Termination Without Cause or for Good Reason – Not in Connection with a Change of Control | | | | | | Name | Cash Severance ($) | Accelerated Vesting of Equity Awards ($)(1) | Welfare Benefit Continuation ($) | Total ($) | | Kenneth Sim, M.D. | 950,000 | 2,915,200 | 16,701 | 3,881,901 | | Brandon K. Sim, M.S. | 850,000 | 7,048,471 | 26,006 | 7,924,477 | | Chandan Basho, M.B.A. | 700,000 | 1,996,858 | 29,198 | 2,726,056 | | Dinesh Kumar, M.D. | 700,000 | 2,321,769 | 26,006 | 3,047,775 |
Named Executive Officer Employment Agreements and Potential Payments Upon Change of Control or Termination
| (1) The estimated amounts reported in the table above 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 2025 fiscal year as a result of death or disability. |
Named Executive Officer Employment Agreements and Potential Payments Upon Change of Control or Termination
| Termination Without Cause or for Good Reason – Within Two Years After a Change of Control | | | | | | Name | Cash Severance ($) | Accelerated Vesting of Equity Awards ($) | Welfare Benefit Continuation ($) | Total ($) | | Kenneth Sim, M.D. | 950,000 | 2,915,200 | 16,701 | 3,881,901 | | Brandon K. Sim, M.S. | 1,700,000 | 7,048,471 | 52,013 | 8,800,484 | | Chandan Basho, M.B.A. | 1,400,000 | 1,996,858 | 58,395 | 3,455,253 | | Dinesh Kumar, M.D. | 1,400,000 | 2,321,769 | 52,013 | 3,773,782 |
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 our Chief Executive Officer, Brandon K. Sim, M.S. For 2025, our last completed fiscal year, the median of the annual total worldwide compensation of our employees (other than Mr. Sim) was $65,021. As reported in the Summary Compensation Table, the annual total compensation of Mr. Sim was $14,930,231. Based on this information, for 2025, the ratio of the annual total compensation of Mr. Sim to the median of the annual total compensation of all our employees (other than Mr. Sim) was 230 to 1. 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, 2025, 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, excluding approximately 1,300 employees of Prospect Health and approximately 10 employees of I Health, Inc., both of which companies we acquired in 2025. |
CEO PAY RATIO
| ● | We identified our median employee from that employee population based on annual total compensation, excluding the Company’s 401(k) matching contributions, because those amounts were not available for all employees. |
CEO PAY RATIO
| ● | For the annual total compensation of our median employee, we calculated the elements of that employee’s compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K (using an estimated value for the Company’s 401(k) matching contribution on behalf of the median employee), resulting in annual total compensation of $65,021. |
CEO PAY RATIO
| ● | For the annual total compensation of Mr. Sim, we used the amount reported for 2025 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. | | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | | Total Reported in Summary Compensation Table (SCT) | $14,930,231 | $18,242,585 | $14,311,250 | $15,302,775 | $9,006,157 | | Less, Value of Stock & Option Awards Reported in SCT(1) | (11,999,980) | (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 | 3,161,712 | 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 | 1,163,625 | 5,477,073 | 1,821,347 | (5,032,202) | — | | Plus, FMV of Awards Granted this Year That Vested This Year | 540,689 | 826,136 | 527,597 | — | — | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year Awards That Vested This Year | (1,876,720) | 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 | $5,919,557 | $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 | | Total Reported in Summary Compensation Table (SCT) | $2,843,062 | $5,217,562 | $1,487,709 | $6,857,194 | | Less, Value of Stock & Option Awards Reported in SCT(1) | (1,878,400) | (3,253,500) | — | (5,777,307) | | Plus, Year-End Value of Awards Granted in Fiscal Year That Are Unvested and Outstanding | 420,389 | 2,298,000 | — | 5,875,821 | | Plus, Change in Fair Value of Prior Year Awards That Are Outstanding and Unvested | 539,700 | 171,330 | (3,852,379) | 4,920,552 | | 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 | | 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 |
Summary Compensation Table to Compensation Actually Paid Reconciliation Table
| | PEO #3 Kenneth Sim, M.D. | | | 2021 | | Total Reported in Summary Compensation Table (SCT) | $6,863,527 | | Less, Value of Stock & Option Awards Reported in SCT(1) | (5,777,307) | | Plus, Year-End Value of Awards Granted in Fiscal Year That Are Unvested and Outstanding | 5,875,819 | | Plus, Change in Fair Value of Prior Year Awards That Are Outstanding and Unvested | 4,920,552 | | 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 | | 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 |
Summary Compensation Table to Compensation Actually Paid Reconciliation Table
| | Average NEOs | | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | | Total Reported in Summary Compensation Table (SCT) | $3,074,981 | $6,666,617 | $3,827,960 | $1,667,352 | $688,309 | | Less, Value of Stock & Option Awards Reported in SCT(1) | (1,466,665) | (5,573,539) | (2,617,300) | (880,452) | (205,730) | | Plus, Year-End Value of Awards Granted in Fiscal Year That Are Unvested and Outstanding | 386,441 | 2,299,412 | 1,818,867 | 524,690 | 652,802 | | Plus, Change in Fair Value of Prior Year Awards That Are Outstanding and Unvested | 1,050,971 | 25,600 | 180,624 | (956,215) | 17,308 | | Plus, FMV of Awards Granted This Year That Vested This Year | 66,073 | 93,191 | 155,544 | 77,967 | — | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year Awards That Vested This year | (83,985) | 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 | $3,027,816 | $3,644,213 | $3,356,039 | $(574,925) | $1,155,454 |
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 |