DEF 14A of Starling Oncology, Inc.
Filed May 2, 2024 · FY20230001193125-24-129457
Non-Employee Director Nominees
Non-Employee Director Nominees Richard Barasch has served as our Chairman since the formation of the Company in November 2019. He served as the Chairman, President and Chief Executive Officer of DFP Healthcare Acquisitions Corp. (“DFP”) from its formation in November 2017 until the closing of its initial business combination with AdaptHealth Corp in November 2019. Since the merger, Mr. Barasch has continued to serve as AdaptHealth’s Chairman, and since July 2023, its Interim Chief Executive Officer. In addition, he served as Executive Chairman of Deerfield Healthcare Technology Acquisitions Corp. (“DFHT”) until the closing of its initial business combination with IMC Medical Group Holdings, LLC (“IMC”) and CareMax Medical Group, L.L.C. (together with IMC, “CareMax”), which Mr. Barasch served as Executive Chairman until February 2022. Mr. Barasch was Chief Executive Officer of Universal American Corp., a publicly-traded health insurance and services company focused on the senior market and government programs, from 1995 until Universal American’s acquisition by WellCare Health Plans in May 2017. He also was a founding partner of RAB Ventures LLC, formed to invest in growth healthcare companies. He serves on the Board of Advisors, Mailman School of Public Health, Columbia University, and the Advisory Board of the Health Policy and Management program at the Mailman School of Public Health. Currently, his public company directorships include our Company and AdaptHealth, and he also serves on the board of one private company. Through these activities, Mr. Barasch has developed an extensive network of contacts throughout the healthcare industry and speaks regularly at industry conferences as a healthcare services expert. Mr. Barasch graduated from Swarthmore College and Columbia University Law School. Mr. Barasch was selected to serve on the board of directors due to his significant experience managing and investing in healthcare companies. Brad Hively has served as director on our Board since November 2021 and from November 2021 through June 30, 2023, he also served as our Chief Executive Officer. Effective June 30, 2023, Mr. Hively transitioned from serving as our Chief Executive Officer to serving as the Vice Chairman of the Board. Mr. Hively also previously served as a member of the board of directors for Legacy TOI from 2018 until the closing of the Business Combination in November 2021 and as Chief Executive Officer of Legacy TOI from 2019 until the closing of the Business Combination. Prior to joining Legacy TOI, Mr. Hively served as a principal for RLH Equity Partners (“RLH”) from 2016 to 2019 and continues to serve as a Strategic Advisor for RLH. From 2014 to 2015, Mr. Hively served as President of Health Essentials, which provided high-touch, value-based care to post-acute and palliative care patients. Prior to Health Essentials, from 2009 to 2014, Mr. Hively served as Senior Vice President of Operations at Heritage Provider Network, one of the largest physician groups in the U.S., and one of the pioneers of value-based care. Mr. Hively also held roles with several leading private equity firms, including TA Associates, General Atlantic, and RLH. He currently serves on the board of Unio Health Partners and Sequel Ortho (f/k/a Ortho Nebraska), both of which are private companies. Mr. Hively holds a B.A. in Business Economics from the University of California, Los Angeles and an MBA from the Stanford University Graduate School of Business. Mr. Hively was selected to serve on the board of directors due to his significant experience managing healthcare companies. Maeve O’Meara Duke has served as a director on our Board since November 2021 and is the Chief Executive Officer of Castlight Health, Inc. (“Castlight”), a position she has held since July 2019. Ms. Duke joined Castlight in 2010 and has served in various capacities, including from July 2018 to July 2019, as Castlight’s Chief Product Officer and Executive Vice President of Product and Customer Experience. Castlight was a public company until its acquisition by Vera Whole Health, Inc. in February 2022, at which time, Castlight deregistered its shares from trading on the New York Stock Exchange. She continues to serve on Castlight’s board, a position she has held since July 2019, when Castlight was a public company. She brings a wealth of experience from joining a company pre-product to scaling to initial public offering and mergers and acquisitions. Ms. Duke holds an MBA from the Stanford Graduate School of Business and a B.A. in Economics from the University of Virginia. Ms. Duke was selected to serve on the board of directors as a result of her extensive knowledge of the healthcare industry, technology expertise, and her experience leading a publicly traded healthcare company. Karen M. Johnson has served as a director on our Board since November 2021 upon closing of the Business Combination. Since 2020, Ms. Johnson has been serving as the Medicare Officer at Health Net, a Centene Corporation company, where she leads the building of strategies and operations for the Medicare line of Health Net’s business. Prior to her current role at Health Net, from June 2016 to 2020, she served as Medicare Regional President for WellCare (acquired by Centene) for Arizona, California, Hawaii, Missouri and Washington. In this role, she oversaw finances, network growth and provider relations, among other duties. Prior to her role at WellCare, Ms. Johnson served as Senior Vice President of Clinical Services at Health Essentials. While in this role, she launched a clinical care model, driven by a home-based supportive care program designed to support high-risk patients and end-of-life care. Prior to her role at Health Essentials, Ms. Johnson was an executive with UnitedHealthcare, where she worked to drive growth in their government sponsored programs. Ms. Johnson earned a Bachelor of Science degree in nursing from the University of Michigan and a Juris Doctorate from Michigan State College of Law. She also holds an Executive Certificate from the Wharton School of Business. She has served on the Board of Directors for several organizations, and currently serves on the Board of Boys and Girls Clubs Pacific Region, Bon Secours Mercy Foundation, ONEgeneration and Clever Care Health Plan, where she variously serves on the education, fundraising, philanthropy and compliance and audit committees. She has previously served on the boards of The YWCA, Planned Parenthood, St. Luke’s Foundation, United Way and the American Diabetes Association. None of these organizations are public companies. Ms. Johnson was selected to serve on the board of directors due to her extensive experience in operational leadership roles at healthcare services companies. Dr. Mohit Kaushal has served as a director of our Board since March 2020. He has had an extensive career within investing, clinical medicine, academia and public policy. Dr. Kaushal is a practicing emergency room
Non-Employee Director Nominees
physician and since 2016, has served as a senior advisor to General Atlantic, a global growth equity firm. In addition, he has served as an Adjunct Professor at Stanford University with a joint position within the newly created Biomedical Data Science Department and the Medical School’s Clinical Excellence Research Center. He was a partner in Aberdare Ventures from 2013 to 2014. During his time in the Obama administration, he was a member of the White House Health IT task force; a cross-agency team implementing the technology aspects of the Affordable Care Act and testified to Congress on the application of technology and payment reform to the Medicare population. He also built and led the first dedicated healthcare team at the Federal Communications Commission, where his team initiated collaboration with the Food and Drug Administration (“FDA”) for the regulatory streamlining of converged telecommunications, data analytics and medical devices leading to the release of the mobile medical applications guidance by the FDA. In addition, his team reformed the Rural Healthcare Fund to create the Healthcare Connect Fund, which aligned the funding mechanism with wider healthcare payment policy and technology reform. He holds an MBA from the Stanford Graduate School of Business and an MD with distinction from Imperial College of Science, Technology and Medicine, London. Dr. Kaushal is a lead investor, board member or advisor to numerous transformational healthcare companies, including Emyria Pty Ltd., a company whose securities are publicly-traded on the Australian Securities Exchange. All of his other current directorships are on the boards of private companies. Dr. Kaushal was selected to serve on the board of directors due to his significant management experience in the healthcare and technology industries. Gabriel Ling has served as a director on our Board since September 2022. Since May 2017, he has served as the Co-Founder and Managing Director of M33 Growth, LLC, a Boston-based venture capital and growth equity firm that invests in emerging technology and healthcare companies and partners with founders to rapidly grow their businesses. Mr. Ling has led investments in companies including Acclivity Health Solutions, Inc., Dependable Health Services, YAPI, Inc. and RHI Group. He currently sits on the boards of multiple private companies. Mr. Ling holds a Bachelor of Arts from Yale University. Mr. Ling was selected to serve on the board of directors due to his significant experience managing and investing in the healthcare and technology industries. Anne McGeorge has served as a director on our Board since November 2021 and has over 35 years of experience providing strategic guidance and operational and financial oversight to health care organizations. Ms. McGeorge has served as an adjunct professor at the University of North Carolina’s School of Public Health since August 2005. Before her retirement in July 2017, Ms. McGeorge served as Managing Partner of Grant Thornton LLP’s Health Care Industry Practice from 2006 to July 2017 and as Global Managing Partner for Grant Thornton International’s Health Care Industry Practice from 2015 to July 2017. Ms. McGeorge was formerly a partner at Deloitte LLP and Arthur Andersen LLP. Ms. McGeorge currently serves on the board of directors and as the chair of the Audit Committee of Dianthus Therapeutics, Inc., a publicly-held clinical-stage biotechnology company and from October 2020 to April 2022 served on the board of directors and as chair of the Audit Committee of SOC Telemed, Inc., a publicly-held specialty telemedicine company. She also serves on the board of directors of multiple private companies and charitable organizations. Ms. McGeorge was selected to serve on the board of directors due to her significant finance, accounting, and risk management experience. Mark Pacala has served on our Board since September 2022 and previously served on the board of Legacy TOI from 2018 to 2020. Mr. Pacala has been serving as a Senior Advisor of a number of private equity firms, including Iron Point Partners, New Spring Capital health, Archimedes health Investors and Harkness Capital Partners. He also serves on the board of several portfolio companies in the healthcare industry, all of which are private companies. Previously, Mr. Pacala held leadership positions in the Marriott Corporation and the Walt Disney Corporation. Mr. Pacala holds a B.A. in Economics from Hamilton College and an MBA from Harvard Business School. Mr. Pacala was selected to serve on the board of directors due to his experience working with and serving as a director of a number of healthcare companies.
Employee Director Nominees
Employee Director Nominees Daniel Virnich has served as our Chief Executive Officer since June 2023, and before that, as our President since March 2022 and our Chief Operating Officer since 2020. Prior to joining TOI, from 2018 to 2019, Dr. Virnich was the market president of DaVita Medical Group, Florida region, a Medicare Advantage at-risk provider group serving over 90,000 Medicare Advantage members with over 1,400 teammates and clinicians. Prior to this role, Dr. Virnich was a Senior Vice President of Operations in the California region with DaVita Medical Group from 2015 to 2018. Dr. Virnich previously served as the Chief Medical Officer of TeamHealth Acute Care Services, working with hospitals and healthcare systems across 26 states. Dr. Virnich holds a BA in Biology from The University of Chicago, an MD from the Pritzker School of Medicine at the University of Chicago where he was elected to Alpha Omega Alpha, and an MBA from Kellogg School of Management at Northwestern University. We believe that due to Dr. Virnich’s demonstrated experience and leadership skills, and because of his current role as our Chief Executive Officer, Dr. Virnich is well positioned to bring key experience and insights into the boardroom and to the daily operations of our Company.
Compensation Committee
| • | making recommendations to our Board of Directors regarding the compensation of our directors; |
Compensation Committee
| • | appointing and overseeing any compensation consultants. |
EXECUTIVE AND DIRECTOR COMPENSATION
EXECUTIVE AND DIRECTOR COMPENSATION Our Named Executive Officers for the year ended December 31, 2023 include Daniel Virnich, our Chief Executive Officer, Brad Hively, our previous Chief Executive Officer during 2023, and Yale Podnos and Mihir Shah, our two most highly compensated executive officers other than our current Chief Executive Officer, who were serving as executive officers as of December 31, 2023 (collectively, the “Named Executive Officers”). To date, the compensation packages for our Named Executive Officers primarily consist of base salary, an annual cash incentive bonus, restricted stock unit and stock option awards and health and welfare benefits.
Summary Compensation Table
Summary Compensation Table The following table sets forth information concerning the compensation of the Named Executive Officers for the years ended December 31, 2023 and 2022:
Summary Compensation Table
| Name and Principal Position | Year | Salary(1) | Bonus | Stock Awards(2) | Option Awards(3) | Non-Eqaity Incentive Plan Compensation(4) | All Other Compensation | Total | | Daniel Virnich(5) | 2023 | $455,000 | $147,420 | $55,288 | $138,221 | $— | $12,200(7) | $808,129 | | | 2022 | $446,458 | $— | $372,876 | $2,265,507 | $147,420 | $12,200(7) | $3,244,461 | | Brad Hively(6) | 2023 | $293,500 | $— | $167,638 | $202,636 | $— | $551,416(8) | $1,215,190 | | | 2022 | $579,208 | $— | $962,533 | $4,885,594 | $190,188 | $12,200(7) | $6,629,723 | | Yale Podnos | 2023 | $395,000 | $128,160 | $15,978 | $39,946 | $— | $12,200(7) | $591,284 | | | 2022 | $383,050 | $57,656 | $132,014 | $670,100 | $— | $6,366(7) | $1,249,186 | | Mihir Shah | 2023 | $405,000 | $97,426 | $84,748 | $211,869 | $— | $2,700(7) | $801,743 | | | 2022 | $295,313 | $— | $278,263 | $1,690,661 | $— | $— | $2,264,237 |
Summary Compensation Table
| (1) Amounts reflect annual base salary, as further described below. 2023 bonuses were paid in 2024. |
Summary Compensation Table
| (2) Amounts reflect the aggregate grant date fair value of restricted stock units issued to the Named Executive Officers computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. See Note 14 of the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 28, 2024 for a discussion of the relevant assumptions used in calculating these amounts. |
Summary Compensation Table
| (3) Amounts reflect the aggregate grant date fair value of stock options issued to the Named Executive Officers computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. See Note 14 of the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 28, 2024 for a discussion of the relevant assumptions used in calculating these amounts. |
Summary Compensation Table
| (4) Amounts reflect annual cash incentives earned by each Named Executive Officer in the applicable year, based on the achievement of pre-established performance goals, as further described below in “—Bonuses.” |
Summary Compensation Table
| (5) Dr. Virnich assumed the role of Chief Executive Officer as of June 30, 2023. The table includes all compensation earned by him in the years presented. |
Summary Compensation Table
| (6) Mr. Hively stepped down as the Company’s Chief Executive Officer as of June 30, 2023. |
Summary Compensation Table
| (7) Amounts reflect employer matching contributions paid pursuant to our 401(k) plan. |
Summary Compensation Table
| (8) Pursuant to Mr. Hively’s Transition Agreement, All Other Compensation includes: (i) $293,500 in severance payments equal to Mr. Hively’s 2023 monthly base salary per month from July 1, 2023 through December 31, 2023; (ii) $190,188 as an additional severance payment, equal to 50% of the amount he would otherwise have received as a bonus had his employment not terminated in 2023, which payment he received in March 2024; and (iii) $67,728 in vacation payout. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table summarizes the number of shares of our Common Stock underlying outstanding equity incentive plan awards for each Named Executive Officer as of December 31, 2023:
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | 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 ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Brad Hively | 12/2/2019(1) | 946,460 | — | — | $0.85 | 12/2/2029 | — | — | — | — | | | 12/2/2019(2) | 547,200 | 251,771 | — | $0.85 | 12/2/2029 | — | — | — | — | | | 11/12/2021(3) | — | — | — | $— | — | 141,380 | $288,415 | — | — | | | 11/12/2021(4) | — | — | — | $— | — | 212,070 | $432,623 | — | — | | | 3/21/2022(5) | 275,281 | 275,282 | — | $7.09 | 3/21/2032 | — | — | — | — | | | 3/21/2022(6) | — | — | — | $— | — | 54,235 | $110,639 | — | — | | | 11/17/2022(7) | 131,297 | 393,891 | — | $1.87 | 11/17/2032 | — | — | — | — | | | 11/17/2022(8) | — | — | — | $— | — | 77,602 | $158,308 | — | — | | | 3/17/2023(13) | — | 421,280 | — | $0.481 | 3/17/2033 | — | — | — | — | | | 3/17/2023(14) | — | — | — | — | — | 168,512 | $343,764 | — | — | | | 12/26/2023(15) | — | — | — | — | — | 42,652 | $87,010 | — | — | | Daniel Virnich | 3/1/2020(1) | 224,921 | 26,682 | — | $0.86 | 3/1/2030 | — | — | — | — | | | 3/1/2020(2) | 226,375 | 176,631 | — | $0.86 | 3/1/2030 | — | — | — | — | | | 11/12/2021(3) | — | — | — | $— | — | 78,094 | $159,312 | — | — | | | 11/12/2021(4) | — | — | — | $— | — | 117,142 | $238,970 | — | — | | | 3/21/2022(5) | 106,629 | 106,630 | — | $7.09 | 3/21/2032 | — | — | — | — | | | 3/21/2022(6) | — | — | — | $— | — | 21,008 | $42,856 | — | — | | | 11/17/2022(7) | 50,885 | 152,658 | — | $1.87 | 11/17/2032 | — | — | — | — | | | 11/17/2022(8) | — | — | — | $— | — | 30,076 | $61,355 | — | — | | | 3/17/2023(13) | — | 287,361 | — | $0.481 | 3/17/2033 | — | — | — | — | | | 3/17/2023(14) | — | — | — | — | — | 114,944 | $234,486 | — | — | | Mihir Shah | 5/19/2022(9) | 40,759 | 122,280 | — | $7.58 | 5/19/2032 | — | — | — | — | | | 5/19/2022(10) | — | — | — | $— | — | 24,092 | $49,148 | — | — | | | 11/17/2022(7) | 23,604 | 70,814 | — | $1.87 | 11/17/2032 | — | — | — | — | | | 11/17/2022(8) | — | — | — | $— | — | 13,952 | $28,462 | — | — | | | 3/17/2023(13) | — | 440,477 | — | $0.481 | 3/17/2033 | — | — | — | — | | | 3/17/2023(14) | — | — | — | $— | — | 176,191 | $359,430 | — | — | | Yale Podnos | 2/19/2020(1) | 52,259 | 2,282 | — | $0.86 | 2/19/2030 | — | — | — | — | | | 1/12/2021(1) | 17,021 | 6,354 | — | $0.86 | 1/12/2031 | — | — | — | — | | | 12/2/2019(2) | 47,350 | 20,858 | — | $0.86 | 12/2/2029 | — | — | — | — | | | 11/12/2021(3) | — | — | — | $— | — | 11,359 | $23,172 | — | — | | | 11/12/2021(4) | — | — | — | $— | — | 17,039 | $34,759 | — | — | | | 3/21/2022(5) | 5,492 | 5,492 | — | $7.09 | 3/21/2032 | — | — | — | — | | | 3/21/2022(11) | 21,520 | 43,047 | — | $7.09 | 3/21/2032 | — | — | — | — | | | 3/21/2022(13) | — | — | — | $— | — | 1,082 | $2,207 | — | — | | | 3/21/2022(12) | — | — | — | $— | — | 8,481 | $17,301 | — | — | | | 11/17/2022(7) | 17,973 | 71,895 | — | $1.87 | 11/17/2032 | — | — | — | — | | | 11/17/2022(8) | — | — | — | $— | — | 10,623 | $21,670 | — | — | | | 3/17/2023(13) | — | 83,047 | — | $0.481 | 3/17/2033 | — | — | — | — | | | 3/17/2023(14) | — | — | — | $— | — | 33,219 | $67,767 | — | — |
Outstanding Equity Awards at Fiscal Year-End
| (1) All of the shares subject to this option grant are fully vested as of December 31, 2023. |
Outstanding Equity Awards at Fiscal Year-End
| (2) This stock option was originally performance based, but in connection with the Business Combination, now vests pro rata monthly for 36 months on the 12th day of each succeeding month, subject to the executive’s continued service with the Company through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (3) These Option Earnout Shares vest if, during the two-year period following the November 12, 2021 Business Combination Closing (the “Closing Date”), the last reported sales price per share for any 20 trading days within any 30 consecutive trading day period is $12.50, provided that the executive remains employed with the Company through the date the performance conditions are satisfied. Further, if prior to the third anniversary of the Closing, the Company enters into a definitive agreement that would result in a change of control and the price per share of the Company’s stock in such transaction is equal to or greater than one or both of the share price triggers (see Note 4 below), then any unvested Option Earnout Shares will vest, provided the executive remains employed with the Company through such date. |
Outstanding Equity Awards at Fiscal Year-End
| (4) These Option Earnout Shares vest if, during the three-year period following the Closing Date, the last reported sales price per share for any 20 trading days within any 30 consecutive trading day period is $15.00, provided that the executive remains employed with the Company through the date the performance conditions are satisfied. Further, if prior to the third anniversary of the Closing Date, the Company enters into a definitive agreement that would result in a change of control and the price per share of the Company’s stock in such transaction is equal to or greater than one or both of the share price triggers (see Note 3 above), then any unvested Option Earnout Shares will vest, provided the executive remains employed with the Company through such date. |
Outstanding Equity Awards at Fiscal Year-End
| (5) This stock option vests in four equal annual installments on each of the first four anniversaries of the Closing Date, with all options becoming fully vested on November 12, 2025, subject to the executive’s continued service with the Company through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (6) These restricted stock units (“RSUs”) vest in four equal annual installments on each of the first four anniversaries of the Closing Date, with all RSUs becoming fully vested on November 12, 2025, subject to the executive’s continued service with the Company through each applicable vesting date |
Outstanding Equity Awards at Fiscal Year-End
| (7) This stock option vests in four equal annual installments on each of the first four anniversaries of November 17, 2022, with all options becoming fully vested on November 17, 2026, subject to the executive’s continued service with the Company through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (8) These RSUs vest in four equal annual installments on each of the first four anniversaries of November 17, 2022, with all RSUs becoming fully vested on November 17, 2026, subject to the executive’s continued service with the Company through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (9) This stock option vests in four equal annual installments on each of the first four anniversaries of May 19, 2022, with all options becoming fully vested on May 19, 2026, subject to the executive’s continued service with the Company through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (10) These RSUs vest in four equal annual installments on each of the first four anniversaries of May 19, 2022, with all RSUs becoming fully vested on May 19, 2026, subject to the executive’s continued service with the Company through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (11) The stock options vest as to 1/3rd of the options granted on the second anniversary of November 12, 2021 (the Vesting Commencement Date), with the remaining options vesting in four equal annual installments beginning on the third anniversary of the Vesting Commencement Date, with all options becoming fully vested on the sixth anniversary of the Vesting Commencement Date, subject to continued service with the Company through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (12) Represents RSUs with 1/3rd of the RSUs vesting on the second anniversary of the Vesting Commencement Date, with the remaining RSUs vesting in four equal annual installments beginning on the third anniversary of the Vesting Commencement Date, with all RSUs becoming fully vested on the sixth anniversary of the Vesting Commencement Date, subject to continued service with the Company through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (13) The stock options vest in four equal annual installments on each of the first four anniversaries of the Vesting Commencement Date, with all options becoming fully vested on the fourth anniversary of the Vesting Commencement Date, subject to continued service with the Company through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (14) Represents RSUs with 1/4th of the RSUs vesting on March 17, 2024, with the remaining RSUs vesting in three equal annual installments beginning on the first anniversary of March 24, 2024, with all RSUs becoming fully vested on March 24, 2027, subject to continued service with the Company through each applicable vesting date |
Outstanding Equity Awards at Fiscal Year-End
| (15) Represents RSUs that vest in full on the date of the Company’s 2024 annual stockholder meeting, subject to continued service with the Company through such vesting date. |
2023 DIRECTOR COMPENSATION
2023 DIRECTOR COMPENSATION We maintain a non-employee director compensation policy that provides for annual retainer fees and long-term equity awards for our non-employee directors. In 2023, each non employee director received an annual cash retainer of $62,500, pro rated to reflect actual time served as a non-employee director. Commencing in 2023, the non employee directors also received annual grants of RSUs in the aggregate dollar amount of $100,000 (the “Annual Awards”). In addition, a non employee director serving as the chairperson of the audit, compensation, compliance and nominating and corporate governance committees received additional annual equity retainers payable in RSUs as follows: (i) for the audit committee, $30,000; and (ii) for the remaining committees, $20,000. A non employee director serving as a member of the audit, compensation, compliance and nominating and corporate governance committees received additional annual equity retainers payable in $15,000 in value of RSUs for audit committee members and $10,000 in value of RSUs for the remaining committees. In each instance, the actual number of shares was determined by dividing the dollar amount by the closing price of our Common Stock on the grant date. Mr. Barasch, our Chairman of the Board received a single RSU grant of 80,000 RSUs in December 2023 which reflected his additional service as Chairman. In 2023, the RSU awards were made (i) in March 2023, with 100% vesting on the one year anniversary of the grant date, subject to the non-employee director’s continued service to the Company on such date; and (ii) in December 2023, which award will vest on the date of this Annual Meeting, subject to the non-employee director’s continued service to the Company on such date. If a non-employee director is asked to resign or is removed from the Board during the 12 months commencing on or following a change in control of our Company, then all of the non-employee director’s equity awards will vest in full. The following individuals served as non-employee directors of TOI in 2023: Richard Barasch, Maeve O’Meara Duke, Brad Hively, Karen Johnson, Mohit Kaushal, Gabriel Ling, Anne McGeorge, Ravi Sarin and Mark Pacala. Mr. Hively only served as a non-employee director commencing on July 1, 2023, and Mr. Sarin resigned from the Board on August 31, 2023. The following table sets forth information concerning the compensation for our non-employee directors during the year ended December 31, 2023. In addition to the cash fees and awards of RSUs noted in the table, we also reimburse our non-employee directors for their reasonable expenses incurred in attending meetings of the Board and its committees. The following table summarizes compensation received by our non-employee directors for services rendered during the year ended December 31, 2023.
2023 DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Richard Barasch | — | 162,400 | — | 162,400 | | Maeve O’Meara Duke | 62,500 | 109,390 | — | 171,890 | | Brad Hively(2) | 39,167 | 86,584 | — | 125,751 | | Karen Johnson | 62,500 | 115,028 | — | 177,528 | | Mohit Kaushal | 62,500 | 117,720 | — | 180,220 | | Gabriel Ling | 62,500 | 81,200 | — | 143,700 | | Anne McGeorge | 62,500 | 126,305 | — | 188,805 | | Mark Pacala | 62,500 | 97,815 | — | 160,315 | | Ravi Sarin(3) | 62,500 | — | — | 62,500 |
2023 DIRECTOR COMPENSATION
| (1) Amounts reflect the aggregate grant date fair value of stock awards issued to the directors computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. See Note 14 of the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 28, 2024 for a discussion of the relevant assumptions used in calculating these amounts. |
2023 DIRECTOR COMPENSATION
| (2) Mr. Hively served as a non-employee director beginning July 1, 2023. Prior thereto, he was our Chief Executive Officer. His compensation while serving as an executive officer is included in the Summary Compensation Table above. |
2023 DIRECTOR COMPENSATION
| (3) Mr. Sarin resigned from the Board on August 31, 2023. |
2023 DIRECTOR COMPENSATION
The table below shows the aggregate numbers of unvested RSU awards held as of December 31, 2023 by each non-employee director served in such capacity during the year ended December 31, 2023.
2023 DIRECTOR COMPENSATION
| Name | Unvested Restricted Stock Units Outstanding at Fiscal Year End | | Richard Barasch | 80,000 | | Maeve O’Meara Duke | 50,000 | | Brad Hively | 42,652 | | Karen Johnson | 52,000 | | Mohit Kaushal | 53,326 | | Gabriel Ling | 40,000 | | Anne McGeorge | 56,000 | | Mark Pacala | 46,630 |