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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
___________________
Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☒ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-12

Astrana Health, Inc.
____________________________________________________________________________________________
(Name of Registrant as Specified in Its Charter)
____________________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

No fee required.
Fee paid previously with preliminary materials.
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

1

Preliminary Copy, Subject to Completion
Dated April 9, 2024
Astrana_LogoLockup_RGB_Plum_with 1_2  height of the wordmark (002).jpg
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

NOTICE IS HEREBY GIVEN for the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) of Astrana Health, Inc. (the “Company,” “we,” “our,” or “us”).

Date: Wednesday, June 12, 2024 at 10:00 a.m., Pacific Time

Location: 1668 S. Garfield Avenue, 3rd Floor Conference Room, Alhambra, California 91801

Items of business: To consider and vote upon the following:

1.To elect nine directors to our Board of Directors (the “Board”), each to hold office until the 2025 Annual Meeting of Stockholders (“Proposal 1”);
2.To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (“Proposal 2”);
3.To approve, on an advisory, non-binding basis, the compensation program for our named executive officers as disclosed in the proxy statement accompanying this notice (“Proposal 3”);
4.To approve the Astrana Health, Inc. 2024 Equity Incentive Plan (“Proposal 4”);
5.To approve an amendment to the Company’s Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation (“Proposal 5”); and
6.To transact such other business as may properly come before the meeting, or any postponement or adjournments of the meeting.

These matters are described more fully in the proxy statement accompanying this notice.

Record date: The Board has fixed the close of business on April 23, 2024 as the record date (the “Record Date”) for determining those stockholders who will be entitled to notice of and to vote at the 2024 Annual Meeting. Only stockholders of record at the close of business on the Record Date will be entitled to notice of, and to vote at, the meeting.

Voting: We urge you to submit your proxy promptly by Internet, telephone or mail, even if your shares were sold after the Record Date. If your broker, bank, or other nominee is the holder of record of your shares (i.e., your shares are held in “street name”), you will receive voting instructions from such broker, bank or other nominee. You must follow these instructions in order for your shares to be voted.

Please read the accompanying proxy materials carefully. Your vote is important, and we appreciate your cooperation in considering and acting on the matters presented. Even if you plan to attend the 2024 Annual Meeting, we recommend that you vote prior to the meeting to ensure that your shares will be represented.

By Order of the Board of Directors,
signature.jpg
Kenneth Sim, M.D.
Executive Chairman
April 24, 2024
Alhambra, California












2


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING TO BE HELD ON JUNE 12, 2024:

The Notice of Annual Meeting Proxy Statement and Annual Report to Stockholders available at www.proxyvote.com
3





ASTRANA HEALTH, INC
TABLE OF CONTENTS

Page
IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
PROPOSAL 1 - ELECTION OF DIRECTORS
BACKGROUND OF DIRECTORS
CORPORATE GOVERNANCE
DIRECTOR COMPENSATION
PROPOSAL 2 - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PROPOSAL 3 - ADVISORY VOTE ON EXECUTIVE COMPENSATION
BACKGROUND OF EXECUTIVE OFFICERS
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT
COMPENSATION DISCUSSION AND ANALYSIS OVERVIEW
COMPENSATION TABLES AND RELATED NARRATIVE
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
CEO PAY RATIO
PAY V. PERFORMANCE
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
PROPOSAL 4 - APPROVAL OF THE ASTRANA HEALTH, INC. 2024 EQUITY INCENTIVE PLAN
PROPOSAL 5 - APPROVAL OF AN AMENDMENT TO THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION TO REFLECT NEW DELAWARE LAW PROVISIONS REGARDING OFFICER EXCULPATION
DELINQUENT SECTION 16(a) REPORTS
AUDIT COMMITTEE REPORT
ANNUAL REPORT ON FORM 10-K
STOCKHOLDER PROPOSALS
OTHER MATTERS
ANNEX A 2024 EQUITY INCENTIVE PLAN
ANNEX B EXCULPATION AMENDMENT
ANNEX C ADJUSTED EBITDA RECONCILIATION

This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties and are based on current expectations, are inherently uncertain and are subject to changing assumptions. Actual results could differ materially from any future results expressed or implied by the forward-looking statements for a variety of reasons, including due to the risks and uncertainties that are discussed in our most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. We do not undertake any obligation to update our forward-looking statements to reflect future events or circumstances, except as otherwise required by law. No assurance can be given that any plan, initiative, projection, goal, target, commitment, expectation, or prospect set forth in this proxy statement can or will be achieved. Inclusion of information in this proxy statement is not an indication that the subject or information is material to our business or operating results.


4




Preliminary Copy, Subject to Completion
Dated April 9, 2024
Astrana_LogoLockup_RGB_Plum_with 1_2  height of the wordmark (002).jpg
2024 PROXY STATEMENT

PROXY SUMMARY

This summary highlights selected information contained in this proxy statement. Please read the entire proxy statement carefully before voting your shares.

TIME AND DATEWednesday, June 12, 2024 at 10:00 a.m., Pacific Time
PLACE1668 S. Garfield Avenue, 3rd Floor Conference Room, Alhambra, California 91801
RECORD DATEApril 23, 2024
ATTENDANCEOnly our stockholders as of the Record Date are entitled to attend the 2024 Annual Meeting. If you own our stock as a record holder, you will be able to gain entry with government-issued photo identification, such as a driver’s license, state-issued identification card, or passport. If you beneficially own our stock held in street name, in order to gain entry, you must present a valid legal proxy from a record holder of our stock as of the Record Date and government-issued photo identification. You should contact your bank, broker or other nominee to learn how to obtain a legal proxy.

Voting Matters
ProposalsRecommended VotePage
No. 1Elect nine directors
FOR
all nominees
No. 2Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024FOR
No. 3Approve, on an advisory, non-binding basis, 2023 executive compensationFOR
No. 4Approve the Astrana Health, Inc. 2024 Equity Incentive PlanFOR
No. 5Approve an amendment to the Company’s Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpationFOR

Director Nominees
Name
Age
Director Since
Independent
Current Committee Memberships
Audit
Compensation
Nominating
Kenneth Sim, M.D.
702017
Thomas S. Lam, M.D., M.P.H.
742016
John Chiang612019
ü
ü
ü
Weili Dai622021
ü
J. Lorraine Estradas, R.N., B.S.N., M.P.H.762021
Mitchell W. Kitayama
672017
ü
C
C
Linda Marsh
742019
Matthew Mazdyasni
672019
ü
ü
ü
David G. Schmidt
762013
ü
C
ü
ü
C = Chairperson
5


IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

General

In this proxy statement, we refer to Astrana Health, Inc. as the “Company,” “Astrana,” “we,” “our,” and “us.” This proxy statement is furnished in connection with the solicitation by our Board of Directors (the “Board”) of proxies to be voted at the 2024 Annual Meeting of Stockholders of the Company (the “2024 Annual Meeting”), which will be held at 10:00 a.m., Pacific Time, on Wednesday, June 12, 2024 at 1668 S. Garfield Avenue, 3rd Floor Conference Room, Alhambra, California 91801, or at adjournments or postponements thereof, for the purposes set forth in the accompanying Notice of 2024 Annual Meeting of Stockholders. The proxy materials, including this proxy statement, Annual Report to Stockholders for the year ended December 31, 2023 (“2024 Annual Report to Stockholders”), and form of proxy card, or the Notice of Internet Availability of Proxy Materials (the “Notice”), are first being mailed or made available to stockholders on or about April 24, 2024. Stockholders may request to receive proxy materials in printed form by mail or electronically on an ongoing basis. A stockholder’s election to receive proxy materials by mail or electronically by email will remain in effect until the stockholder terminates such election. In addition, stockholders may obtain additional copies of our 2024 Annual Report to Stockholders and this proxy statement, without charge, by following the instructions on the Notice or by writing to us at our principal executive offices at 1668 S. Garfield Avenue, 2nd Floor, Alhambra, California 91801, Attention: Corporate Secretary, or from our website at https://ir.astranahealth.com/sec-filings. Our 2024 Annual Report to Stockholders, which incorporates our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 29, 2024, without exhibits, is not to be regarded as proxy soliciting material or as a communication by means of which any solicitation of proxies is to be made.

Outstanding Securities and Quorum

The close of business on April 23, 2024 was the record date (the “Record Date”) for stockholders entitled to notice of, and to vote at, the 2024 Annual Meeting. As of the Record Date, we had [•] shares of common stock, par value $0.001 per share, issued and outstanding, according to the records maintained by our transfer agent. All of the shares of our common stock, issued and outstanding on the Record Date, and only those shares, are entitled to vote on each of the proposals to be voted upon at the 2024 Annual Meeting.

Our largest stockholder and a consolidated variable interest entity of the Company, Allied Physicians of California, a Professional Medical Corporation (“APC”), held approximately 7,132,698 shares of our common stock as of the Record Date, or approximately [•]% of our outstanding shares as of such date. Pursuant to a Voting and Registration Rights Agreement that APC and the Company entered into on September 11, 2019, in connection with the consummation of a series of interrelated transactions, APC shall is only permitted to vote up to 9.99% of the outstanding shares of our common stock at any time a vote is taken and will grant a proxy to the Company’s management to vote any excess shares in the same proportion as all other votes cast on any proposal coming before the Company’s stockholders. As of the Record Date, 1,111,111 shares of our Series A preferred stock and 555,555 shares of our Series B preferred stock, par value $0.001 per share, were held by our wholly owned subsidiary, Astrana Health Management, Inc. (“AHM”). Pursuant to the Delaware General Corporation Law, such shares held by AHM are neither entitled to vote, nor counted for quorum purposes, at the 2024 Annual Meeting.

The presence of the holders of a majority of the outstanding shares of common stock, in person or represented by proxy, shall constitute a quorum for the transaction of business at the 2024 Annual Meeting, including voting on each proposal to be voted on at the meeting. Broker non-votes and abstentions by stockholders from voting will be counted towards determining whether or not a quorum is present at the 2024 Annual Meeting.

Voting Procedures

Holders of shares of common stock will have one vote for each such share with regard to each matter to be voted upon. There is no cumulative voting for election of directors.

A broker non-vote occurs when shares held by a bank, broker or other nominee are not voted with respect to a particular proposal because the broker or nominee does not have discretionary authority to vote on the matter and has not received voting instructions from beneficial owners. If your broker holds your shares in its name and you do not instruct your broker how to vote, your broker will only have discretion to vote your shares on “routine” matters. Where a proposal is not “routine,” a broker who has not received instructions from beneficial owners does not have discretion to vote uninstructed shares on that proposal. At the 2024 Annual Meeting, only the ratification of the appointment of our independent registered public accounting firm (Proposal 2) is considered a routine matter. All other proposals are considered “non-routine,” and your broker will not have discretion to vote on these proposals.
6



Broker non-votes will be considered present at the 2024 Annual Meeting for purposes of determining a quorum on all matters, but will not be considered votes cast. Similarly, abstentions by stockholders from voting will be counted toward determining whether or not a quorum is present, but will not be considered votes cast.

For Proposal 1, you may vote “FOR” all the nominees to the Board, “WITHHOLD” your vote from all nominees, or “For” all except any nominee you specify. For Proposals 2 through 5 (as described below), you may vote “FOR” or “AGAINST,” or abstain from voting, on each proposal.

Proposal
Board Recommendation
Required Vote
Effect of Withhold Votes, Abstentions and Broker Non‑Votes
Proposal 1: Elect Our Directors
FOR
all nominees
Plurality of the votes cast: the nine nominees that receive the most “FOR” votes will be elected.

Withhold votes and broker non-votes will have no effect on this proposal.
Proposal 2: Ratify the Appointment of Our Independent Registered Public Accounting Firm
FOR
The number of votes cast “For” this proposal must exceed the number of votes cast “Against” this proposal.
Abstentions and broker non-votes, if any, will have no effect on this proposal. As this is a “routine” proposal, if you do not provide voting instructions to your broker, your broker generally will have discretion to vote your shares on this proposal.
Proposal 3: Approve, on an Advisory, Non-Binding Basis, Our Named Executive Officer Compensation
FOR
The number of votes cast “For” this proposal must exceed the number of votes cast “Against” this proposal.
Abstentions and broker non-votes will have no effect on this proposal.
Proposal 4: Approve the Astrana Health, Inc. 2024 Equity Incentive Plan
FOR
The number of votes cast “For” this proposal must exceed the number of votes cast “Against” this proposal.
Abstentions and broker non-votes will have no effect on this proposal.
Proposal 5: Approve an Amendment to the Company’s Restated Certificate of Incorporation to reflect New Delaware Law Provisions Regarding Officer Exculpation

FOR
The affirmative vote of a majority of the outstanding shares of the Company entitled to vote on the proposal is required to approve this proposal.
Abstentions and broker non-votes will have the same effect as votes “against” the proposal.

All votes will be tabulated by the inspector of elections appointed for the 2024 Annual Meeting, who will separately tabulate affirmative and negative votes, withheld votes, abstentions, and broker non-votes, if any. Preliminary voting results will be announced at the 2024 Annual Meeting. Final voting results will be published in a Current Report on Form 8-K, which we will file within four business days of the 2024 Annual Meeting.
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Voting Methods

If you are a record holder, you can vote by attending the 2024 Annual Meeting and voting in person, or you can vote by proxy in three ways:

By Internet: You may vote by submitting a proxy over the Internet, including by scanning the QR code provided on the Notice or proxy card with your mobile device. Please refer to the proxy card or Notice for instructions on how to vote by Internet.

By Telephone: Stockholders located in the United States that receive proxy materials by mail may vote by submitting a proxy by telephone by calling the toll-free telephone number on the proxy card and following the instructions.

By Mail: If you received proxy materials by mail, you can vote by submitting a proxy by mail by marking, dating, signing, and returning the accompanying proxy card.

In Person at the 2024 Annual Meeting: If you attend the 2024 Annual Meeting, you may deliver your completed proxy card in person, or you may vote by completing a ballot, which we will provide you at the meeting. You are encouraged to vote by telephone or Internet or complete, date, sign, and return the proxy card provided or made available to you, regardless of whether or not you plan to attend the 2024 Annual Meeting.

If, on the Record Date, your shares were held not in your name, but rather through a bank, broker or other nominee, then you are the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the 2024 Annual Meeting. As a beneficial owner, you have the right to direct your bank, broker or other nominee regarding how to vote the shares in your account and should follow the instructions contained in the Notice, proxy card or voting instruction form to vote by Internet, telephone or mail. If you want to vote your shares in person at the 2024 Annual Meeting, contact the bank, broker or other nominee who holds your shares to obtain a legal proxy and bring it with you to the 2024 Annual Meeting. You will not be able to attend the 2024 Annual Meeting unless you have proof of ownership from your bank, broker or other nominee. You should contact your bank, broker or other nominee or refer to the instructions provided by your bank, broker or other nominee for further information.

Voting by Proxy and Changing or Revoking your Vote

Shares of common stock represented by proxies submitted over the Internet or by telephone, or for which proxy cards are properly executed and returned to us, will be voted at the 2024 Annual Meeting in accordance with the stockholders’ instructions contained therein. In the absence of contrary instructions, shares represented by such proxies will be voted FOR the election of each of the director nominees named on Proposal 1, FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 on Proposal 2, FOR the approval, on an advisory, non-binding basis, of the compensation of our named executive officers on Proposal 3, FOR the approval of the Astrana Health, Inc. 2024 Equity Incentive Plan on Proposal 4, and FOR the approval of an amendment to the Company’s Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation on Proposal 5. Management does not know of any matters to be presented at the 2024 Annual Meeting other than those set forth in this proxy statement and the accompanying notice of the 2024 Annual Meeting. If other matters should properly come before the meeting, the proxy holders intend to vote all proxies received by them on such matters in accordance with their best judgment.

Any stockholder of record has the right to revoke his, her, or its proxy at any time before it is voted at the 2024 Annual Meeting by submitting another properly completed proxy card with a later date; by submitting new vote by telephone or Internet; by giving timely written notice that you are revoking your proxy to our Corporate Secretary at our principal executive offices that bears a later date than the date of the proxy you want to revoke and is received prior to the 2024 Annual Meeting; or by appearing at the 2024 Annual Meeting and voting in person. Attending the 2024 Annual Meeting will not, by itself, revoke your proxy. If your shares are held by a bank, broker or other nominee and you provide instructions to that nominee on a form received from the nominee, you may revoke or change your voting instructions only by contacting the nominee who holds your shares. You may not vote in person at the 2024 Annual Meeting unless you obtain a legal proxy from the bank, broker or other nominee. In such event, your attendance at the 2024 Annual Meeting will not, by itself, revoke prior voting instructions.

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Householding of Proxy Materials

Some banks, brokers, and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of our proxy statement and annual report to stockholders may have been sent to multiple stockholders in your household. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement in the future, or if you and other stockholders sharing your address are receiving multiple copies of the proxy materials and you would like to receive only a single copy of such materials in the future, please notify your broker. You may also call (866) 540-7095 or write to: Householding Department, Broadridge, 51 Mercedes Way, Edgewood, New York 11717, and include your name, the name of your broker or other nominee, and your account number(s). If you share an address with another stockholder and have received only one set of this year’s proxy materials and you wish to receive a separate copy, please notify us in writing at: Astrana Health, Inc., 1668 S. Garfield Avenue, 2nd Floor, Alhambra, California 91801, Attention: Corporate Secretary, and we will deliver a separate copy to you promptly.

Internet Availability of Proxy Materials

We are furnishing proxy materials for the 2024 Annual Meeting to all of our stockholders via the Internet by mailing the Notice, instead of mailing or emailing copies of those materials to our stockholders. However, we may still mail copies of such proxy materials to some stockholders. The Notice directs our stockholders to a website where they can access our proxy materials, including our proxy statement and our 2024 Annual Report to Stockholders, and view instructions on how to vote via the Internet, a mobile device, or by telephone. If you received such a Notice and would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice. If you have previously elected to receive our proxy materials via email, you will continue to receive access to those materials electronically unless you elect otherwise.

Attending the Annual Meeting

Only our stockholders as of the Record Date are entitled to attend the 2024 Annual Meeting. If you own our stock as a record holder, your name will be on a list of record holders, and you will be able to gain entry with government-issued photo identification, such as a driver’s license, state-issued identification card, or passport. If you beneficially own our stock held in street name, in order to gain entry, you must present a valid legal proxy from a record holder of our stock as of the Record Date and government-issued photo identification. You should contact your bank, broker, or other nominee to learn how to obtain a legal proxy. All stockholders must register at the reception desk and sign the attendance sheet before entering the room for the 2024 Annual Meeting. In fairness to all attendees and in the interest of an orderly and constructive meeting, we ask that you abide by the rules of procedure for the 2024 Annual Meeting, which will be available to you when you register at the reception desk. Cameras, recording devices, and other electronic devices are prohibited at the meeting.

Stockholder List

A list of our stockholders of record as of the Record Date entitled to vote at the 2024 Annual Meeting will be available for examination by any such stockholder for any purpose germane to the 2024 Annual Meeting during ordinary business hours at our corporate headquarters located at 1668 S. Garfield Avenue, Alhambra, California 91801, for a period of 10 days ending on the day before the 2024 Annual Meeting. Please contact the Company’s Corporate Secretary at (626) 282-0288; or by email at: investors@astranahealth.com if you wish to inspect the list of stockholders prior to the meeting.

Persons Making the Solicitation

We are required by law to convene annual meetings of stockholders at which our directors are elected. The Board is soliciting proxies from our stockholders for the 2024 Annual Meeting. The entire cost of soliciting proxies will be borne by the Company. These costs will include, among other items, the expense of preparing, assembling, printing, and mailing the proxy materials or Notice to our stockholders of record and beneficial owners. Our directors, officers and employees may solicit proxies in person, by email or telephone, or by other means of communication, without receiving additional compensation. We will reimburse brokers, banks and other nominees who hold shares of common stock in their names for the expenses of furnishing proxy materials to beneficial owners of the shares. We may retain a proxy solicitor in conjunction with the 2024 Annual Meeting, and its employees may assist us in the solicitation. We will pay all costs of soliciting proxies, including, in the event we retain a proxy solicitor, their fee and reasonable out-of-pocket expenses, if any.
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PROPOSAL 1

ELECTION OF DIRECTORS

Stockholders will be asked at the 2024 Annual Meeting to elect nine directors who will constitute the full Board. Each elected director will hold office until the next annual meeting of stockholders, and the director’s successor is duly elected and qualified or until his or her earlier resignation or removal.

The following individuals have been nominated by the Board for election to the Board: Kenneth Sim, M.D., Thomas S. Lam, M.D., M.P.H., John Chiang, Weili Dai, J. Lorraine Estradas, R.N., B.S.N., M.P.H., Mitchell W. Kitayama, Linda Marsh, Matthew Mazdyasni, and David G. Schmidt. All of the nominees are incumbent directors. Additional information about these nominees is provided below.

Board Nomination and Election of Directors

Following a rigorous review process, the Nominating and Corporate Governance Committee recommended the nine incumbent directors for re-election at the 2024 Annual Meeting as they continue to contribute to the mix of experience, skills, and qualifications that we seek to be represented on the Board. Each nominee has been nominated by the Board, acting upon the recommendation of the Nominating and Corporate Governance Committee. Unless authority to vote for any nominee is withheld, the shares represented by the enclosed proxy will be voted FOR the election of all nominees as directors.

In the event that a nominee is unable or unwilling to serve as a director at the time of the 2024 Annual Meeting, all proxies received by the proxy holders named on the accompanying proxy card will be voted FOR the election of such other person as either proxy holder may designate in such nominee’s place. In the event that additional persons are nominated for election as directors, the proxy holders intend to vote all proxies received by them for each of the nominees listed below, unless instructions are given to the contrary. As of the date of this proxy statement, the Board is not aware of any nominee who is unable or unwilling to serve as a director. If elected at the 2024 Annual Meeting, a director will serve until the annual meeting of our stockholders to be held in 2025 and a successor has been duly elected and qualified, or until his or her earlier resignation or removal.


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

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

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Kenneth Sim, M.D.
Executive Chairman

Age: 70
Director since: 2017
Dr. Sim is the Co-Founder and Executive Chairman of the Company. He has been the Chairman of AHM since 2013 and has been a member of the AHM Board of Directors since 2006. Dr. Sim also serves as the Chairman of the board of APC. Dr. Sim is a Fellow of the American College of Surgeons and was awarded the Independent Physician Leadership Award in 2014 by the Los Angeles County Medical Association. Dr. Sim is also a member of the Governing Board of Directors at Alhambra Hospital Medical Center and a Board Member on the National Council of Asian Pacific Islander Physicians.

As an entrepreneur, Dr. Sim founded “Healthcare City” in the City of Industry, California, which helped streamline the healthcare process by providing outpatient health services at one location which included a surgical center, a senior wellness center and laboratory, radiology and urgent care services. He received his bachelor’s degree from the University of California, Los Angeles and received his medical training from the Loma Linda University School of Medicine and the Autonomous University of Guadalajara, in Guadalajara, Mexico.

Dr. Sim’s qualifications to serve on the Board include his more than 30 years of experience as a practitioner, entrepreneur, and administrator in the medical industry, including his years of operating experience as the Company’s Executive Chairman and his 12 years of experience prior to AHM’s business combination with the Company as a member of AHM’s board of directors and subsequent service as the chairman of AHM’s board of directors.

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Thomas S. Lam, M.D., M.P.H.
Vice Chairman

Age: 74
Director since: 2016
Dr. Lam is the Co-Founder of the Company and has served as Vice Chairman of the Company since January 2024. Dr. Lam previously served as the Company’s Co-Chief Executive Officer and President from September 2019 to January 2024; as the Company’s Chief Executive Officer from April 2019 to September 2019; and as the Company’s Co-Chief Executive Officer from December 2017 to March 2019. Dr. Lam has been a member of the Board since January 2016. Dr. Lam has also served as Chief Executive Officer of AHM since January 2006 and has been a member of AHM’s Board of Directors since 2005. From January 2006 to September 2014, Dr. Lam was the Chairman and CEO of APC. Since October 2014, he has served as the Chief Executive Officer and Chief Financial Officer of APC.

Dr. Lam was the recipient of the Corporate Citizens of the Year Award from the Board of Directors of East Los Angeles College Foundation in April 2014. In February 2015, the YMCA Board of Directors of West San Gabriel Valley honored Dr. Lam as the recipient of the Heart of the Community Award. Dr. Lam received his medical training from New York Medical College and gastroenterology training from Georgetown University.

Dr. Lam’s qualifications to serve on the Board include his approximately 30 years of experience as a practitioner, entrepreneur, and administrator in the medical industry, including his years of operating experience as a Chief Executive Officer of the Company and his 12 years of experience prior to AHM’s business combination with the Company as AHM’s chief executive officer and board member.

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John Chiang

Age: 61
Director since: 2019

Board Committees:
Audit
Compensation
Mr. Chiang serves as a consultant and previously served as California State Treasurer from 2015 to 2019. From 2007 to 2015, he served as California State Controller. Prior to this, he served on the California Board of Equalization from 1999 to 2006. Mr. Chiang began his career as a tax law specialist for the Internal Revenue Service. He then worked as an attorney for then-California State Controller Gray Davis and also worked on the staff of California Senator Barbara Boxer. Mr. Chiang graduated with honors with a Bachelor of Science degree in finance from the University of South Florida and received his Doctor of Laws degree from Georgetown University Law Center.

Mr. Chiang also serves as a member of companies including:
Board of Director of Boom Interactive since May 2023
Board of Director of Chijet Motor Company, Inc. since June 2023
Board of Director of Pasadena Private Lending, LLC since December 2023. Prior to his service as Board of Director, Mr. Chiang served on the Advisory Board since 2019
Advisory Board of Adept Urban since January 2021
Board of Director of GrubMarket since February 2024
Board of Director of Chime TV

Mr. Chiang previously served as a member of the following companies:
Board of Director of Aegis Systems
Corporate advisory board of Calyx Peak Companies from February 2019 to December 2022;
Board of Director of Zeus Technologies from January 2019 to March 2021.
Board of Director of Deep Medicine Acquisition Corp. (n/k/a TruGolf Holdings, Inc.) from October 2022 to January 2024

Mr. Chiang’s qualifications to serve on the Board include his finance, tax, and legal expertise and significant experience in public office, including his over 23 years of experience as Treasurer, Controller and a member of the Board of Equalization of the State of California, as well as his extensive experience as a director of both public and private companies.


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Weili Dai

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

Ms. Dai’s qualifications to serve on the board include her extensive experience and expertise in the technology industry and board or executive-level role with numerous technology, data science, and AI companies, including Marvell Technology, MeetKai, Inc, and Lark Technologies, Inc.


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J. Lorraine Estradas, R.N., B.S.N., M.P.H.

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

Ms. Estradas’ qualifications to serve on the board include her extensive experience and expertise in healthcare service provision and healthcare administration, including as Chief Executive Officer of Arroyo Vista Family Health Center.

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Mitchell W. Kitayama
Lead Independent Director

Age: 67
Director since: 2017

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

Mr. Kitayama’s qualifications to serve on the Board include his extensive financial expertise and leadership experience gained from his service as board member and executive officer of multiple for-profit and non-profit organizations, including his service as Chief Executive Officer, Vice Chairman, and Director of Metro United Bank.

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Linda Marsh

Age: 74
Director since: 2019
Ms. Marsh is currently the Senior Executive Vice President of AHMC Healthcare Inc., a fully integrated hospital health system in Southern California with over 1,200 acute care beds and over 7,000 employees. She joined AHMC Healthcare in 1999 and oversees all financial matters for seven acute care hospitals: San Gabriel Valley Medical Center, Garfield Medical Center, Anaheim Regional Medical Center, Whittier Hospital Medical Center, Alhambra Hospital, Monterey Park Hospital and Greater El Monte Community Hospital.

Additionally, Ms. Marsh is responsible for all federal, state and local government relations, as well as all risk management activities. Ms. Marsh has also served as the Senior Executive Vice President of Health Source MSO Inc. since 2005.

Ms. Marsh has served as a member of the board of directors of Fulgent Genetics, Inc. since August 2019. Ms. Marsh is a Board member of the Hospital Association of Southern California, a Board member of Private Essential Access Community Hospitals and also a Board member of the American Red Cross. She is also an active member of the Healthcare Financial Management Association. In addition, she chairs or is a participating member of numerous hospital governing boards, hospital committees and community organizations. Ms. Marsh received a Bachelor of Science degree in economics and a master’s degree in accounting from the University of Southern California. She also completed a healthcare executive program at the University of Colorado.

Ms. Marsh’s qualifications to serve on the Board include her extensive experience in the healthcare industry and in particular, her expertise in hospital administration, government relations, and risk management gained through her various executive and board-level roles with numerous healthcare organizations, including AHMC Healthcare, the Hospital Association of Southern California, Fulgent Genetics, and the American Red Cross.


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Matthew Mazdyasni

Age: 67
Director since: 2019

Board Committees:
Audit
Nominating and Corporate Governance
Mr. Mazdyasni currently provides consulting and advisory services to various companies and previously served as Executive Vice-President, Chief Administrative and Chief Financial Officer of HealthCare Partners Holding, LLC until February 2014. As a member of the senior executive team, Mr. Mazdyasni significantly contributed to HealthCare Partners’ success, which led to its acquisition by DaVita, Inc. in November 2012. Prior to joining HealthCare Partners in 1982, he worked for national and local public accounting firms. Mr. Mazdyasni holds a Master of Science degree in accounting from the University of Kentucky.

Mr. Mazdyasni’s qualifications to serve on the Board include his extensive experience and expertise in healthcare service provision and healthcare administration, including as Chief Financial Officer of Healthcare Partners Holding, LLC.

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David G. Schmidt

Age: 76
Director since: 2013

Board Committees:
Audit (Chair)
Compensation
Nominating and Corporate Governance
Mr. Schmidt has been a member of the Board since May 2013. He has served since January 2011 as Principal of Schmidt & Associates, a consultancy practice that focuses on strategic planning and implementation in the healthcare industry. From April 2015 through May 2019, Mr. Schmidt also served as the CEO of the TPG-International Health Academy, a company that organizes trade missions to expose Senior Health Plan and Health System executives from the United States to other country’s health systems. From August 2002 to December 2010, he served as the CEO and member of the Board of SCAN Health Plan, a provider of Medicare Advantage plans.

From 2000 to 2002, Mr. Schmidt served as CEO of Medicheck, a firm that provided Internet-based financial service management to healthcare organizations, which was sold to Passport Health Communications. He served on Passport’s board of directors from 2002 to 2006. From 1992 to 1998, he was the Senior Vice President of Sales and Customer Services for Care America/Blue Shield Health Plan and Regional Vice President for FHP Healthcare. He received a bachelor’s in economics from UCLA and a Master of Business Administration from The Anderson School of Management at UCLA. Prior to his healthcare experience, he held senior management roles in manufacturing companies including Avery Dennison. He also served on the Board of Beacon Healthcare Systems and was a founding board member of the SCAN Foundation, a 501(c)(3) corporation focused on long-term care in the U.S.

Mr. Schmidt’s qualifications to serve on the Board include his over 40 years of experience in the healthcare industry, including his years of experience as a principal with the healthcare consulting firm, Schmidt & Associates, and his lengthy tenures as Chief Executive Officer of various healthcare service providers, including TPG-International Health Academy, SCAN Health Plan, and Medicheck.










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CORPORATE GOVERNANCE

Code of Ethics and Other Governance Documents

We maintain a corporate governance page on our website at https://ir.astranahealth.com/corporate-governance, which includes information regarding the Company’s corporate governance practices. Our Code of Ethics (which applies to all of our officers, directors and employees), Audit Committee Pre-Approval Policy, Audit Committee Policy Regarding Complaint Procedures for Accounting and Auditing Matters, Related Party Transaction Policy, charters of the three standing committees of the Board, Compensation Recovery Policy and Insider Trading Policy are each available on that page of our website, in addition to the Company’s Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of our Code of Ethics by posting such information on our website at the web address specified above within four business days following the date of the amendment or waiver. In addition, we will provide a copy of any of these documents without charge to any stockholder upon written request made to: Astrana Health, Inc., 1668 S. Garfield Avenue, 2nd Floor, Alhambra, California 91801, Attention: Corporate Secretary. The information on or accessible through, including any reports available on, our website is not, and shall not be deemed to be, a part of this proxy statement or incorporated by reference into this or any other filing we make with the SEC. Any reference to our website throughout this proxy statement is intended to be an inactive textual reference only.

Director Independence

The Board has determined that a majority of its current members meet the independence requirements of the Nasdaq Stock Market LLC (“Nasdaq”). Based upon information requested from and provided by each director concerning his or her background, employment, and affiliations, including family relationships, the Board has affirmatively determined that each of John Chiang, Weili Dai, Mitchell W. Kitayama, Matthew Mazdyasni and David G. Schmidt satisfies the independence criteria in the applicable Nasdaq listing standards and SEC rules. The Board also determined that Michael F. Eng and Ernest A. Bates, M.D., who served on the Board during 2023, satisfied such independence criteria. The Board also has a standing Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. The Board has determined that all committee members are independent under applicable Nasdaq and SEC rules for committee memberships, and that each member of the Audit Committee also meets the additional independence criteria set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In making such determinations, the Board considered all relevant facts and circumstances, including commercial, industrial, banking, employment and consulting, legal, accounting, charitable, and familial relationships, not merely from the standpoint of a director or nominee, but also from that of persons or organizations affiliated with the director or nominee.

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Board Diversity

As part of our commitment to diversity, we value diversity on our Board of Directors. Three of our directors are women, representing approximately 33% of our Board, and seven of our directors are from historically underrepresented groups, representing approximately 78% of our Board. Additional information regarding director diversity is included in the table below.

Board Diversity Matrix
(as of April 23, 2024)
Total Number of Directors9
FemaleMaleNon-BinaryDid Not Disclose Gender
Part I: Gender Identity
Directors36
Part II: Demographic Background
African American or Black
Alaskan Native or Native American
Asian24
Hispanic or Latinx1
Native Hawaiian or Pacific Islander
White2
Two or More Races or Ethnicities
LGBTQ+
Did Not Disclose Demographic Background

Board Meetings

The Board held nine meetings and acted by written consent three times during 2023. Each of our incumbent directors attended 75% or more of the aggregate number of meetings of the Board and the committees on which such director served during 2023. While directors are encouraged to attend our annual meetings of stockholders, the Board has not adopted a formal policy with respect to such attendance. Four directors attended the Company’s 2023 annual meeting of stockholders.

Our independent directors meet periodically in executive session without management present to discuss our operations, policies, and practices, as well as other matters relating to us or the functioning of the Board.

Board Leadership Structure

The Company believes that independent board oversight is an essential component of strong corporate performance. We also believe that the decision as to whether the positions of Chairman and Chief Executive Officer should be combined or separated, and whether an executive or an independent director should serve as the Chairman, should be based upon the circumstances facing the Company. Maintaining a flexible policy allows the Board to choose the leadership structure that best serves the interests of the Company and its stockholders at any particular time. The Board also believes its risk oversight framework would be effective under a variety of leadership structures.

The Board continues to believe that its current leadership structure, which has a non-independent Executive Chairman and Vice Chairman, both of whom previously served as a Co-Chief Executive Officer of the Company, counterbalanced by an independent Board led by a Lead Independent Director and independent directors chairing each of the Board committees, is in the best interests of the Company and its stockholders. In the Board’s view, separating the positions of Chief Executive Officer and Board chair allows our Chief Executive Officer to focus on our day-to-day business, while allowing the Executive Chairman to lead the Board in its fundamental role of providing advice to and oversight of management. Our Vice Chairman presides over Board meetings in the event that the Executive Chairman is not present and participates in the Board and committee agenda review process. Having former Co-Chief Executive Officers of the Company serve as Executive Chairman and Vice Chairman also enables us to leverage their in-depth knowledge of and experience with our business to provide advice to and oversight of management, as well as their ability to identify
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strategic priorities and lead the Board’s discussions and execution of strategy. At the same time, our Lead Independent Director, Mitchell Kitayama, works with the Executive Chairman to schedule and set the agenda for Board meetings, acts as a liaison between the non-management directors as a group and management, and exercises additional oversight on behalf of the independent directors. We recognize that our Board leadership structure is somewhat unique but we believe that it is the right structure for the Company at this time. The Board will continue to review the appropriateness of this structure and consider stockholder feedback from our ongoing engagements.

Lead Independent Director

In selecting the Lead Independent Director, the Nominating and Governance Committee reviews potential candidates’ qualifications and attributes, before making a recommendation to the independent directors, who, after review, elect the lead director. Mr. Kitayama was first elected as the Lead Independent Director in 2018. The Lead Independent Director has the following responsibilities (and may also perform other functions at the Board’s or independent directors’ request), as detailed in the Lead Independent Director Charter:

Board Leadership: provides leadership to the Board in any situation where the Executive Chairman’s and Vice Chairman’s role may be perceived to be in conflict, and chairs Board meetings in the absence of the Executive Chairman and Vice Chairman, including executive sessions of the independent directors.

Board Agenda, Schedule and Information: reviews and, when appropriate, makes changes to the agenda, schedule and information sent to directors and call additional meetings as needed.

Leadership of Independent Director Meetings: calls and leads independent director meetings without any management directors or Company employees present.

Chairman-Independent Director Liaison: serves as the principal liaison between the Chairman and the independent directors (although every director has direct access to the Executive Chairman).

Stockholder Communications: is available for consultation and direct communication with the Company’s stockholders.

Director Candidates: interviews, along with the chair of the Nominating and Corporate Governance Committee, all director candidates and makes recommendations to the Nominating and Corporate Governance Committee.

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Risk Oversight Function of the Board

The Board takes an active role in overseeing the Company’s risk governance framework and corporate strategy and seeks to ensure the long-term interests of the Company and its stockholders are being served. The Board believes that evaluating the executive team’s management of the risks confronting the Company is one of its most important areas of oversight. In carrying out this responsibility, the Board is assisted by its committees, each of which considers risks within its areas of primary responsibility and expertise and apprises the full Board of significant matters and management’s response. In performing the risk oversight function, the Board and each committee has full access to management, as well as the ability to engage advisors. The specific risk areas of focus for the Board and each of its committees are summarized below.


Board of Directors

Oversees the Company’s risk governance framework, general corporate strategy, including merger and acquisition activity, and other matters reserved to the full Board. Reviews and discusses with management significant risks affecting the Company, including matters escalated by its committees from within their respective areas of oversight.


Audit Committee

Oversees financial matters, including accounting and internal controls, business conduct and ethics, related party transactions, cybersecurity risks, tax, and legal and regulatory compliance.

Compensation Committee

Oversees the design and administration of executive compensation programs and policies, director compensation, and human capital management, including talent acquisition, development and retention.

Nominating Committee

Oversees Board structure and independence, director compensation and benefits, executive succession planning, corporate governance practices, political contributions, and environmental and social responsibility policies, goals and programs.

Management

Led by our CEO and executive team, develops and executes our business strategy, manages operations, implements and supervises day-to-day risk management processes, and reports to the Board and its committees on significant matters.


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Board Committees

The Board has a standing Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, each of which is comprised solely of independent directors. All members of each committee are independent, non-employee directors. Each committee operates under a written charter, which is available at https://ir.astranahealth.com/corporate-governance (see “Code of Ethics and Other Governance Documents” above). The table below lists the current leadership and membership of each committee, and the functions and responsibilities of each committee are summarized below.

Name
Independent Director
Audit Committee
Compensation Committee
Nominating and Corporate Governance Committee
Kenneth Sim, M.D.
Thomas S. Lam, M.D., M.P.H.
John Chiang
ü
ü
ü
Weili Dai
ü
J. Lorraine Estradas, R.N., B.S.N., M.P.H.
Mitchell W. Kitayama
ü
C
C
Linda Marsh
Matthew Mazdyasni
ü
ü
ü
David G. Schmidt
ü
C
ü
ü
C = Chairperson

Audit Committee

Committee Members:
David G. Schmidt (Chair)
John Chiang
Matthew Mazdyasni

Meetings Held in 2023: 6
Consents Approved in 2023: 1

All members independent under applicable Nasdaq and SEC rules
Each member qualifies as an audit committee financial expert
Appoint and oversee the work of our independent registered public accounting firm, pre-approve audit and non-audit services performed by the firm, and consider the firm’s independence.
Review with management and the independent accounting firm, prior to filing, the annual and interim financial results (including Management’s Discussion and Analysis) to be included in Forms 10-K and 10-Q.
Consider the adequacy and effectiveness of our internal control over financial reporting and auditing procedures.
Oversee procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal control or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
Monitor and provide risk oversight with respect to focus areas assigned to the committee from time to time by the Board (including financial matters and cybersecurity).
Oversee performance of the Company’s internal audit function.
Review, approve and oversee related party transactions.

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Compensation Committee

Committee Members:
Mitchell W. Kitayama (Chair)
John Chiang
David G. Schmidt

Meetings Held in 2023: 2
Consents Approved in 2023: 8

All members independent under applicable Nasdaq and SEC rules
All members qualify as “non-employee” directors, as defined in Rule 16b-3(b)(3) under the Exchange Act
Establish the compensation and benefits of our executive officers.
Administer our compensation plans, including our equity-based and our incentive compensation plans.
Review, and consult with and advise management on, the Company’s strategies and policies related to human capital management, including talent acquisition, development and retention, internal pay equity, diversity and inclusion, and corporate culture.
Establish the terms of, amend, and oversee the application of the Company’s policy for clawback, or recoupment, of incentive compensation.
Review the Company’s incentive compensation arrangements to determine whether they encourage excessive risk-taking, review and discuss the relationship between risk management policies and practices and compensation, and evaluate compensation policies and practices that could mitigate any such risk.
Make recommendations to the Board regarding director compensation, including for membership on any committee of the Board.
Review and discuss with management the Compensation Discussion and Analysis and other executive compensation disclosures included in this proxy statement.

Nominating and Corporate Governance Committee

Committee Members:
Mitchell W. Kitayama (Chair)
Matthew Mazdyasni
David G. Schmidt

Meetings Held in 2023: 1
Consents Approved in 2023: 0

All members independent under applicable Nasdaq and SEC rules
Develop criteria for selecting new directors (including any applicable diversity requirements).
Identify and evaluate potential director candidates and recommend to the Board the nominees for election to the Board.
Establish procedures for consideration of, and consider any nominations of, director candidates properly made by the stockholders.
Review the type and amount of Board compensation, retirement and other benefits for non-employee directors and committee members and make recommendations to the full Board regarding such compensation.
Review the Company’s succession plans for the Chief Executive Officer and other executive officers.
Review the Company’s environmental and social responsibility policies and practices.

Evaluation and Nomination of Director Candidates

The Nominating and Corporate Governance Committee identifies appropriate candidates to serve as directors of the Company, interviews candidates and makes recommendations to the Board regarding director nominations. In considering candidates to serve as directors, the Nominating and Corporate Governance Committee evaluates them against one or more of the following qualifications: personal integrity, sound judgment, business and professional skills and experience, industry knowledge, financial acumen, and the extent to which the candidate would fill a present need on the Board. The Nominating and Corporate Governance Committee also considers additional factors, including the current composition of the Board, the current strategy and future outlook of the Company, the range of experience and skills that would best complement those already represented on the Board and the need for specialized expertise. While the Nominating and Corporate Governance Committee does not have a formal diversity policy (however that term may be defined), it recognizes that having a diverse Board with a variety of viewpoints provides a more comprehensive decision-making process and reflects an increased emphasis on gender and diversity parity by investors and considers issues of diversity in identifying and recommending director nominees to the Board. The Nominating and Corporate Governance Committee strives to achieve a balance of backgrounds and perspectives on the Board and its committees and our commitment to diversity is
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reflected, in part, by our current Board composition, which includes three women and seven directors from historically underrepresented groups.

The Nominating and Corporate Governance Committee considers potential candidates properly recommended by stockholders, directors, officers, advisors, third-party search firms, or other appropriate sources. Persons recommended by stockholders are generally considered on the same basis as candidates from other sources. If a stockholder wishes to propose a director candidate for consideration by the Nominating and Corporate Governance Committee, the stockholder must follow the procedures and comply with the requirements described in “Stockholder Proposals” at the end of this proxy statement.

In recommending to the Board the director nominees for election at the 2024 Annual Meeting, the Nominating and Corporate Governance Committee considered the factors described above, as well as each nominee’s previous service on the Board, which the committee believes provides a desirable level of continuity and institutional knowledge with respect to the Board’s deliberations. The Nominating and Corporate Governance Committee also considered the specific qualifications, attributes, and skills that each nominee possesses and contributes to the Board, as described in the respective nominee’s biography included above under “Background of Directors”.


Board Self-Evaluation

The Board and each of its committees regularly undertakes a self-evaluation process to help ensure continued effectiveness. This process is overseen by the Nominating and Corporate Governance Committee and may vary each year in order to balance the benefits of different approaches.

Sustainability

There has been increased focus from our stakeholders, including investors, clients and employees, on our sustainability, corporate citizenship and other environmental, social and governance (or ESG) policies and practices. Additionally, public interest and legislative pressure related to public companies’ environmental, social and governance practices continues to grow. We believe that good corporate citizenship includes responsiveness to environmental, social and governance issues that materially impact our stakeholders and the communities in which we operate.

We believe it is critical to maintain the highest ethical standards, and we have policies in place to ensure that our directors and employees operate ethically and with integrity, including our Code of Ethics. We also make a compliance hotline available to our employees. The hotline is serviced by a third-party provider that is available by phone or online 24 hours a day, seven days a week to help ensure any compliance concerns can be reported and addressed in a timely and appropriate manner.

We believe that culturally-competent care is essential for ensuring patient satisfaction and improving health outcomes. As an organization built by and for our community, we prioritize building diverse teams that reflect the communities we serve. We understand the importance of strong community relationships in achieving our business goals, and we actively engage with local communities through volunteer programs, sponsorships, and educational initiatives.

Our Board provides overall oversight of our environmental, social and governance efforts, and the Nominating and Corporate Governance Committee periodically reviews our environmental, social and governance policies and practices, including those relating to sustainability and corporate social responsibility. In addition, the Compensation Committee regularly reviews the Company’s strategies related to human capital management, including talent acquisition, development and retention, and diversity and inclusion initiatives, and the Audit Committee reviews the Company’s environmental, social and governance disclosures and adequacy and effectiveness of applicable internal controls related to such disclosures.

Human Capital

We are committed to supporting the professional development of our employees, providing competitive compensation and benefits and a safe and inclusive workplace. We measure employee engagement on an ongoing basis to create a more innovative, productive, and profitable company. The results from engagement surveys are used to implement programs and processes designed to support employee retention and satisfaction. The Company believes a diverse workforce fosters innovation and cultivates an
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environment filled with unique perspectives and growth. Respect for human rights is fundamental to the Company’s business and its commitment to ethical business conduct.

Our dedication to employee growth is reflected in the various learning and development programs offered at Astrana. We organize leadership programs, including a bi-annual summit, the Becoming Leaders program, individual coaching, and ad hoc training sessions, to support our employees in their professional advancement. Our professional development reimbursement program empowers employees to attend classes, seminars, or obtain certifications, enhancing their skill sets and opening up new opportunities for advancement within the Company.

We actively promote and support employees seeking to make a positive impact on their communities and charitable causes through the donation of time, talents, and resources. In 2023, Astrana contributed to several charitable organizations, including the Children's Hospital of Los Angeles, American Heart Association, American Red Cross, and a blanket drive dedicated to supporting residents in our nursing homes.

Cybersecurity

Astrana, like the rest of the healthcare industry, continues to innovate and rely on digital technology, further increasing the importance of cybersecurity to the business. A breach of Astrana’s network, hosted service providers, or vendor systems may expose Astrana to a risk of loss or misuse of information, litigation, and potential liability. Therefore, the Company has a team of experienced professionals with expertise in cybersecurity leadership, risk management, incident response, and security operations overseeing Astrana’s program. This team is responsible for developing and implementing our cybersecurity strategy, identifying and mitigating risks, and responding to incidents. Astrana utilizes external resources from reputable cybersecurity firms to supplement certain Chief Information Security Officer functions, including risk assessments, strategy, and security, while integrating these activities with Astrana’s risk management processes. Astrana assesses third-party cybersecurity controls through cybersecurity questionnaires and includes security and privacy addendums to our contracts, where applicable.

To address cybersecurity, privacy, and overall business risk adequately, Astrana employs a consistent risk management process that assigns risks to functional owners. Risks can be strategic (e.g., loss of market share, technology shifts), reputational (e.g., loss of trust, revenue decline), regulatory (e.g., regulatory fines, business restrictions), or operational (e.g., operational downtime, productivity loss) in nature.

The cybersecurity team collaborates with leaders in management to assess materiality, align on a remediation roadmap, and comply with disclosure requirements. On an ongoing basis, the Board and the Audit Committee oversee Astrana’s cybersecurity risks and remediation strategies to prevent and mitigate cyberattacks.

Communications with the Board

Stockholders, as well as other interested parties, may send correspondence to the Board or to any individual director, by mail to: Corporate Secretary, Astrana Health, Inc., 1668 S. Garfield Avenue, 2nd Floor, Alhambra, California 91801, or by email to: investors@astranahealth.com. The Company’s Corporate Secretary reviews and promptly forwards communications to the directors as appropriate. Communications involving substantive accounting or auditing matters are forwarded to the Audit Committee Chair. Certain items that are unrelated to the duties and responsibilities of the Board will not be forwarded, such as business solicitation or advertisements; product or service related inquires; junk mail or mass mailings; resumes or other job‑related inquires; spam; and abusive, threatening, or otherwise inappropriate materials.

Review, Approval, or Ratification of Transactions with Related Persons

The Board has adopted a written policy setting forth our procedures for reviewing, and approving or ratifying, transactions with an executive officer, director, or nominee for election as a director of the Company, a greater than five percent beneficial owner of the Company’s common stock, or an immediate family member of any of the foregoing (collectively, “Related Persons”). The policy covers transactions, arrangements, or relationships in which the aggregate amount involved exceeds, or is expected to exceed, $120,000 in any fiscal year of the Company, the Company or any of its controlled subsidiaries is a participant, and a Related Person had, has, or is expected to have a direct or indirect material interest (a “Covered Transaction”). The Audit Committee is responsible for ratifying or approving a Covered Transaction.

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In reviewing a Covered Transaction, the Audit Committee shall consider all relevant facts and circumstances, including:

the Related Person’s interest and involvement in the transaction;
the nature of the Company’s participation in the transaction;
the Related Person’s relationship to the Company;
whether the transaction was undertaken in the ordinary course of business of the Company;
the availability of unrelated third parties as alternative counterparties to the proposed transaction;
whether the transaction is proposed to be, or was, entered into on an arms-length basis or on terms no less favorable to the Company than terms that could have been reached with an unrelated third party under the same or similar circumstances;
whether the transaction would impair the independence of a director or a nominee for election as a director of the Company under the Nasdaq listing rules;
the purpose of, and the potential benefits and materiality to the Company of, the transaction;
the risks and limitations that may arise as a result of or in connection with the proposed transaction, including any potential reputational risk; and
any other information that would be material to our investors in light of the context of the particular transaction and the Related Person.

Certain Covered Transactions are deemed to be pre-approved by the Audit Committee under this policy, including:

any compensation paid to an executive officer of the Company for his or her services to the Company if the compensation is, or would be required to be, reported in the Company’s proxy statements and the Compensation Committee has approved, or recommended that the Board approve, such compensation, or the transaction involves the recovery of erroneously awarded compensation, computed as provided in the Nasdaq listing rules and the Exchange Act, and is disclosed in the Company’s proxy statements;
any compensation paid to a director of the Company for services to the Company as a director if the compensation is required to be reported in the Company’s proxy statements;
any transaction where the Related Person’s interest arises solely from the ownership of the Company’s common stock and all holders of the Company’s common stock received the same benefit on a pro rata basis;
any transaction involving a Related Person where the rates or charges involved are determined by competitive bids;
any transaction between the Company or its controlled subsidiary and an entity with an executive officer of the Company serving as a nominee stockholder (including where the officer as a licensed physician, rather than the Company, is required by corporate practice of medicine or similar law to serve as the stockholder of such entity on behalf of the Company or its subsidiary in order to achieve certain corporate, regulatory and/or accounting treatment) and where such officer derives no direct financial benefit from such status; or
any transaction between the Company or its controlled subsidiary and an entity that has been reported in the Company’s statement of income for its last fiscal year on a consolidated basis (including any variable interest entity of the Company).

The Audit Committee may establish such other categories of transactions that shall be deemed pre-approved.

Certain Related Person Transactions

For the year ended December 31, 2023, the Company has leases with a real estate business to lease office space. Dr. Lam is the Chief Executive Officer of the real estate business managing these properties. For the year ended December 31, 2023, the Company recognized $14.1 million in operating lease right-of-use assets and $14.5 million in operating lease liabilities from certain lease agreements with properties that were spun-off as part of APC’s December 2023 restructuring transaction.

Ms. Marsh is the Senior Executive Vice President at AHMC Healthcare Inc. and the Senior Executive Vice President of Health Source MSO Inc. (“Health Source MSO”). The Company has agreements with Health Source MSO Inc., Aurion Corporation (“Aurion”), and AHMC Healthcare Inc. for services provided to the Company. Aurion provides consulting services and is owned by Linda Marsh. The Company, its affiliates, and AHMC have a risk-sharing agreement with certain AHMC hospitals to share the surplus and deficits of each of the hospital pools. Under this agreement, during the year ended December 31, 2023, the Company recognized risk pool revenue of $43.8 million. Health Source MSO provides administrative services in connection with the risk pool for which it receives a management fee. The Company recognized revenue, net of expenses, of $29.6 million from AHMC and $0.4 million from HSMSO and incurred expenses of $0.3 million from Aurion.
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APC-LSMA Designated Shareholder Medical Corporation is solely owned by Dr. Lam, controlled by APC and consolidated as a variable interest entity of the Company. APC-LSMA owns 25% of the IPA business of LaSalle Medical Associates (“LMA”). During the year ended December 31, 2023, the Company earned $16.7 million in management fees from LMA pursuant to a management services agreement. The management services agreement ended during 2023.

Ms. Estradas is the Chief Executive Officer of Arroyo Vista Family Health Center, a non-profit network of community health centers serving Greater Northeast Los Angles. Arroyo Vista Family Health Center provides certain primary care services to enrollees of certain healthcare service plans, the providers of which have contracted with our affiliates. For the year ended December 31, 2023, Arroyo Vista Family Health Center provided $0.3 million in primary care services to enrollees, which services were reimbursed by the Company and the Company earned $2.1 million in management fees from Arroyo Vista Family Health Center.

Dr. Sim and Dr. Lam each own approximately 9.6%, and Dr. Young owns approximately 8.0% of TAG-2 Medical Investment Group, LLC (“Tag-2” d.b.a. Sunny Village Center). In November 2023, the Company entered into a three-year promissory note with Sunny Village Care Center as the borrower for a principal amount of $0.5 million. During 2023, Tag-2 provided $2.6 million in skilled nursing facility services, which services were reimbursed by the Company to Tag-2. During the year ended December 31, 2023, APC recognized approximately $1.1 million in rental income from Sunny Village Care Center, which is leasing from a property that was spun-off on December 26, 2023 as part of the APC restructuring.

As of December 31, 2023, Dr. Sim and Dr. Lam each have an ownership interest in Advanced Diagnostic and Surgical Center, Inc. (“ADSC”) and both serve as directors thereof. For the year ended December 31, 2023, ADSC provided $0.3 million in ambulatory surgery center services to APC members, which services were reimbursed to ADSC. For the year ended December 31, 2023, APC recognized approximately $0.6 million, in rental income from Advanced Diagnostic Surgery Center, which is leasing a medical office from a property that was spun-off on December 26, 2023 as part of the APC restructuring.
For the year ended December 31, 2023, APC paid $0.3 million to Dr. Sim and $0.3 million to Dr. Lam for provider services.
Brandon K. Sim, M.S. is a board member of Third Way Health Inc. During the year ended December 31, 2023, the Company incurred approximately $1.3 million in expenses payable to Third Way Health for call center services.
During the year ended December 31, 2023, Astrana paid approximately $9.8 million to purchase Astrana’s stock from certain board members and paid $100.0 million to purchase Astrana’s stock from APC. Dr. Lam is the Chief Executive Officer, Chief Financial Officer, a director, and stockholder of APC and Dr. Kenneth Sim is Chairman, a director, and stockholder of APC.
Because of corporate practice of medicine laws, the Company uses designated shareholder professional corporations, of which the sole shareholder is a member of the Company’s key personnel, to engage in certain transactions and make intercompany loans from time to time. In addition, affiliates wholly owned by the Company’s key personnel, are reported in the Company’s consolidated statements of income on a consolidated basis, together with the Company’s subsidiaries, and therefore, the Company does not separately disclose transactions between such affiliates and the Company’s subsidiaries as related-party transactions.


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NON-EMPLOYEE DIRECTOR COMPENSATION

Non-employee director compensation in 2023 consisted of the following:
An annual cash retainer of $80,000 for board services, paid in monthly installments;
An annual cash retainer for committee members, paid in monthly installments, in the following amounts: Audit Committee — $12,000, Compensation Committee — $10,000 and Nominating & Corporate Governance Committee — $10,000;
An annual cash retainer for committee chairpersons, paid in monthly installments, in the following amounts: Audit Committee — $10,000, Compensation Committee — $5,000 and Nominating & Corporate Governance Committee — $5,000;
An annual cash fee of $20,000 for the lead independent director, paid in monthly installments;
Additional cash compensation, at a rate of $1,200 per day or a pro-rated portion thereof, for Board service requiring out-of-town travel;
Restricted stock awards that vest on December 9, 2024 (or if earlier, upon the date of the Reporting Person's cessation of service on the Issuer's board of directors).

The following table reflects the compensation awarded to, earned by, or paid to our directors for the year ended December 31, 2023. Drs. Sim and Lam are not included in the following table because they received no separate compensation for their services as directors of the Company, and all compensation earned by them during the year ended December 31, 2023, as executive officers of the Company is reflected in the Summary Compensation Table below.
Name
Fees Earned in Cash(1)
($)
Restricted Stock Awards(2)
($)
All Other Compensation ($)
Total
($)
Ernest A. Bates, M.D.(3)
$60,000 $— $— $60,000 
John Chiang$102,000 $171,713 $— $273,713 
Weili Dai $80,004 $131,948 $— $211,952 
J. Lorraine Estradas, R.N., B.S.N., M.P.H.
$— $— $— $— 
Michael F. Eng(4)
$11,500 $— $— $11,500 
Mitchell W. Kitayama$129,996 $244,013 $— $374,009 
Linda Marsh$80,004 $131,948 $— $211,952 
Matthew Mazdyasni$102,418 $171,713 $— $274,131 
David G. Schmidt$122,004 $207,863 $— $329,867 

(1)The amounts reported in this column represent the total cash compensation earned in 2023 for service as a director.

(2)The amount shown in this column reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, “Compensation - Stock Compensation.” The value shown of the stock awards is based on the fair market value of the Company’s common stock on the date of grant and was computed by multiplying the number of shares awarded to each director by the closing price of the Company’s common stock on the date of grant. The amount shown for the stock award excludes the impact of estimated forfeiture related to service-based vesting conditions and may not correspond to the actual value that is recognized by each officer upon the vesting of such grant.

(3)Dr. Bates’s term as a director expired at the 2023 annual meeting of stockholders.

(4)Mr. Eng resigned from the Board effective as of February 15, 2023.
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PROPOSAL 2

RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Audit Committee has appointed Ernst & Young LLP (“EY”) as our independent registered public accounting firm to audit our financial statements for the fiscal year ending December 31, 2024. In deciding to appoint EY, the Audit Committee reviewed auditor independence issues and existing commercial relationships with EY and concluded that EY has no commercial relationship with the Company that would impair its independence for the year ending December 31, 2024. The Board recommends that our stockholders ratify the appointment of EY as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. While we are not required to have our stockholders ratify the appointment of EY as our independent registered public accounting firm, we are doing so because we value our stockholders’ views on the Company’s independent registered public accounting firm. If the stockholders do not ratify this appointment, the Audit Committee will reconsider whether to retain EY. If the selection of EY is ratified, the Audit Committee, in its discretion, may still direct the appointment of a different independent registered public accounting firm at any time it determines that such a change would be in the best interest of the Company and our stockholders.

Representatives of EY are expected to be present at the 2024 Annual Meeting, will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.


AUDIT AND OTHER FEES

The following table presents fees for professional audit services and other services rendered by EY for the audit of the Company’s annual financial statements for the years ended December 31, 2023 and December 31, 2022.

20232022
Audit (1)
$2,707,000 $2,165,100 
Audit-Related (2)
320,000 — 
Tax (3)
Tax Compliance
627,589 132,927 
Other tax services
1,092,170 — 
All Other Fees— — 
Total $4,746,759 $2,298,027 

(1)Represents aggregate fees charged by EY in each respective year serving as the external auditor, as applicable, for audit work performed on the annual financial statements and review of quarterly financial statements, as well as other services that are provided in connection with statutory and regulatory filings.

(2)Represents financial due diligence services related to mergers and acquisitions.

(3)Tax fees consist of various permissible tax compliance, tax planning and advisory service fees by EY.

The Audit Committee has determined that all services performed by EY were, and are, compatible with maintaining the independence of EY, as applicable. The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm, which may include audit services, audit-related services, tax services, and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services. The independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval. For additional information concerning the Audit Committee and its activities with EY, please see “Report of the Audit Committee” below.

THE BOARD RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
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PROPOSAL 3

ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Exchange Act require that we provide our stockholders with the opportunity to vote, on a non-binding advisory basis, on the compensation of our named executive officers as disclosed in this proxy statement in accordance with the compensation disclosure rules of the SEC. Accordingly, we are asking stockholders to approve an advisory resolution on the compensation of our named executive officers as reported in this proxy statement, commonly referred to as the “say-on-pay” vote. Although the say-on-pay vote is advisory and therefore non-binding on us, the Board and the Compensation Committee will review and consider the voting results when making future decisions regarding our executive compensation program. In accordance with the preference of our stockholders, as expressed in a non-binding advisory vote on the frequency of advisory votes on executive compensation at our 2022 Annual Meeting of Stockholders and as accepted by the Board, we hold annual advisory votes on the compensation of the named executive officers. Stockholders are next expected to have the opportunity to vote on the frequency of future votes on named executive officer compensation at the 2028 Annual Meeting of Shareholders.

The vote on this resolution is not intended to address any specific element of compensation. Instead, the vote relates to the overall compensation of our named executive officers, as described in this proxy statement in accordance with the compensation disclosure rules of the SEC. We encourage stockholders to read the “Executive Compensation” section of this proxy statement, which provides an overview of our executive compensation policies and procedures. The Summary Compensation Table and other related compensation tables and narrative provide detailed information on the compensation of our named executive officers. The Compensation Committee and the Board believe that the policies and procedures articulated in the “Executive Compensation” section of this proxy statement are effectively achieve our goals and that the compensation of the named executive officers reported in this proxy statement has contributed to our success.

In accordance with Section 14A of the Exchange Act and as a matter of good corporate governance, we are asking stockholders to approve the following advisory resolution at the 2024 Annual Meeting:

“RESOLVED, that the Company’s stockholders approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in the Executive Compensation section of this proxy statement and the Summary Compensation Table and the related compensation tables, notes and narrative in this proxy statement.”

As an advisory vote, this proposal is not binding on our company, our Board, or our Compensation Committee. The outcome of this advisory vote does not overrule any decision by us or our Board (or any committee thereof), create or imply any change to the fiduciary duties of the company or our Board (or any committee thereof), or create or imply any additional fiduciary duties for the company or our Board (or any committee thereof). However, our Compensation Committee and Board value the opinions to be expressed by our stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for our named executive officers.

THE BOARD RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE APPROVAL, ON AN ADVISORY, NON-BINDING BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT.

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INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following sets forth the names, positions, ages, and other information regarding our executive officers as of the Record Date. Dr. Kenneth Sim’s background is described above under “Background of Director Nominees.


brandonsim_headshot.jpg
Brandon K. Sim, M.S.
Chief Executive Officer

Age: 30
Mr. Sim is the Chief Executive Officer and President at Astrana, where he leads the transformation of healthcare delivery for physicians and patients. He is responsible for the Company’s overall strategy, growth, operations, and technology innovation. Mr. Sim previously served as the Company’s Co-Chief Executive Officer from November 2021 to January 2024 and also served as Chief Operating Officer, Chief Technology Officer, and Vice President of Engineering since joining Astrana in 2019. Prior to joining Astrana, Mr. Sim served as Quantitative Researcher at Citadel Securities from 2015 to 2019. From 2012 to 2015, Mr. Sim co-founded and served as Chief Technology Officer at Theratech, a medical device company focused on developing a low-cost, simple-to-use patch for automated drug delivery. Mr. Sim serves as a board member for a private healthcare technology company and previously served as a board member of Cardio Diagnostics Holdings, Inc. from October 2022 to December 2023. Mr. Sim received his M.S. in Computer Science and Engineering as well as his B.A. in Statistics and Physics with high honors from Harvard University.

chanbasho_headshot.jpg
Chandan Basho, M.B.A.
Chief Operating Officer, Chief Financial Officer and Corporate Secretary

Age: 42
Mr. Basho is the Chief Operating Officer and Chief Financial Officer at Astrana Health, where he leads the development and execution of the company’s operations, finance and strategy along with improving operating discipline to ensure the Company’s ability to scale successfully. With 15 years of experience in strategy, finance, and operations at reputable healthcare companies, Mr. Basho brings a wealth of knowledge and expertise to this role. Mr. Basho previously served as the Company’s Chief Financial Officer and Chief Strategy Officer from May 2023 to January 2024 and as Interim Chief Financial Officer and Chief Strategy Officer from May 2022 to May 2023. Prior to joining Astrana Health, he served as Vice President of Strategy and Corporate Development at Alignment Healthcare and Chief Financial Officer at Alsana, a private equity-backed behavioral health company. Mr. Basho also held various positions at HealthCare Partners, a DaVita Medical Group company, and DaVita Kidney Care. Mr. Basho received a bachelor’s degree in Bioengineering from the University of California, Berkeley, and an M.B.A. from the Wharton School at the University of Pennsylvania.
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Albert Young, M.D., M.P.H.
Chief Administrative Officer

Age: 77
Dr. Young has served as the Company’s Chief Administrative Officer since 2019 and previously served as Chief Medical Officer since 2006. Dr. Young received his medical degree from West Virginia University School of Medicine and completed his internal medicine residency training at Los Angeles County and USC Medical Center. Upon completing his residency training, Dr. Young completed a fellowship in pulmonary medicine. An advocate of general preventive medicine, Dr. Young also obtained a master’s degree in public health from UCLA in 1998.
dineshkumar_headshot-600x600.jpg
Dinesh Kumar, M.D.
Chief Medical Officer

Age: 56
Dr. Kumar was appointed the Chief Medical Officer at Astrana in January 2024. Dr. Kumar is a visionary healthcare leader with over 25 years of healthcare experience and has spent his career transforming healthcare for the better, across clinical, provider group, and payer settings. Prior to his appointment as CMO of Astrana, Dr. Kumar served as Chief Medical and Chief Operating Officer at Alignment Healthcare. Before that, Dr. Kumar led value-based care and population health efforts as Senior Vice President of Clinical Transformation at DaVita. Prior, he served as Chief Medical Officer of HealthCare Partners within the California market.

Dr. Kumar received his medical degree from the University of Madras and completed his residency in internal medicine at Howard University. He then completed his fellowship in pulmonary and critical care medicine at Harbor-UCLA Medical Center and completed a Health Care Leadership Program at the University of California-San Francisco.



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EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors of Astrana Health, Inc. has reviewed and discussed the Compensation Discussion and Analysis set forth in this proxy statement with management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

Compensation Committee

Mitchell W. Kitayama (Chairman)
David Schmidt
John Chiang

COMPENSATION DISCUSSION AND ANALYSIS

Overview

This Compensation Discussion and Analysis (“CD&A”) explains the material elements of the compensation awarded to, earned by, or paid to the executive officers named in the Summary Compensation Table below during 2023, who we refer to as our “named executive officers.” For the 2023 fiscal year, our named executive officers and their positions were as follows:

NamePosition
Kenneth Sim, M.D.Executive Chairman
Brandon K. Sim(1), M.S.
Co-Chief Executive Officer and President
Thomas S. Lam, M.D., M.P.H.(2)
Co-Chief Executive Officer and President
Chandan Basho, M.B.A.(3)
Chief Financial Officer, Chief Strategy Officer and Corporate Secretary
Albert Young, M.D., M.P.H.
Chief Administrative Officer

(1)Mr. Brandon K. Sim, M.S. was named President and Chief Executive Officer effective January 19, 2024.

(2)Dr. Thomas Lam retired as President and Co-Chief Executive Officer and was appointed Vice Chairman of the Board of Directors effective January 19, 2024.

(3)Mr. Chandan Basho, M.B.A., in addition to his roles as Chief Financial Officer and Corporate Secretary, was named Chief Operating Officer, effective January 19, 2024. He did not retain the Chief Strategy Officer position.
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EXECUTIVE SUMMARY

We are a leading provider-centric, technology-powered, risk-bearing healthcare company. Leveraging our proprietary end-to-end technology solutions, we operate an integrated healthcare delivery platform that enables providers to successfully participate in value-based care arrangements, thus empowering them to deliver accessible, high-quality care to patients in a cost-effective manner. We, together with our affiliated physician groups and consolidated entities, provide coordinated outcomes-based medical care serving patients in California, Nevada, and Texas, the majority of whom are covered by private or public insurance provided through Medicare, Medicaid, and health maintenance organizations (“HMOs”), with a small portion of our revenue coming from non-insured patients. We provide care coordination services to each major constituent of the healthcare delivery system, including patients, families, primary care physicians, specialists, acute care hospitals, alternative sites of inpatient care, physician groups, and health plans. Our physician network consists of primary care physicians, specialist physicians, physician and specialist extenders, and hospitalists. Led by a management team with several decades of experience, we have built a company and culture that is focused on physicians providing high-quality medical care, population health management, and care coordination for patients. Through our integrated health network, with more than 10,000 contracted physicians, we are responsible for coordinating value-based care for approximately 0.9 million patients as of December 31, 2023. As a result, we are well-positioned to take advantage of the shift in the U.S. healthcare industry toward providing value-based and results-oriented healthcare with a focus on patient satisfaction, high-quality care, and cost efficiency.

2023 Business Overview

In 2023, we made significant strides in expanding our unique care model, aiming to empower healthcare providers and improve healthcare quality in local communities. Our strong year was marked with robust financial achievements, demonstrating that our growth efforts are sustainable while maintaining a focus on profitability. We continued to execute against our strategic roadmap by focusing on expanding our membership base across existing and new geographies, increasing the level of accountability and risk we are responsible for in our value-based care contracts, empowering our providers to achieve superior patient outcomes, and executing strategic acquisitions to further accelerate our growth trajectory for the foreseeable future. Key 2023 financial and operational highlights included:

Financial:

Total revenue of $1,386.7 million, up 21% from $1,144.2 million in 2022
Care Partners revenue of $1,300.1 million, up 24% from $1,051.5 million in 2022
Net income attributable to Astrana of $60.7 million, up 34% from $45.2 million in 2022
Earnings per share — diluted (“EPS — diluted”) of $1.29, up 30% from $0.99 per share in 2022
Adjusted EBITDA* of $146.6 million, up 5% from $140.0 million in 2022

* Adjusted EBITDA is a non-GAAP measure that we calculate as earnings before interest, taxes, depreciation, and amortization, excluding income or loss from equity method investments, non-recurring and non-cash transactions, stock-based compensation, and APC excluded assets costs. A reconciliation of Non-GAAP Adjusted EBITDA to GAAP net income is available on page 62 of our 2023 Annual Report on Form 10-K.

Operational:

Successfully entered new markets in Nevada and Texas, alongside substantial growth in California, particularly in Northern and Central regions.
Achieved significant expansion through strategic acquisitions such as Community Family Care and Texas Independent Physicians, while successfully integrating For Your Benefit (FYB).
Progressed towards assuming full risk through our Restricted Knox-Keene health plan license, demonstrating commitment to evolving business models in order to better serve patients while also enhancing shareholder value.
Strengthened operational capabilities and efficiency with investments in technology, including:
Development and launch of Pathways application, which allows our care management and social worker teams to stratify, identify, create care plans for, and support our patients.
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Introduction of AYCE application, an end-to-end application which supports our utilization management teams, streamlines operations, and allows for faster and more compliant prior authorization turnaround times, improving patient and provider experiences in the Astrana ecosystem.
Enhancement of NCQA HEDIS Engine for improved performance accuracy through integration of new data sources, allowing for faster and more accurate identification of gaps in quality of care provided.
Adoption of an electronic payment deposit system to providers, enhancing financial efficiency.
Implementation of cloud-based call center infrastructure, enhancing customer service capabilities.
Expanded care delivery network by building and acquiring clinics in Northern California, Southern California, and Nevada.
Signed at least 8 new payer and/or provider groups partnerships across multiple states.
Revamped investor-related materials and initiated segment reporting (Care Partners, Care Enablement, Care Delivery), aiming to provide clearer insights into business performance and strategic focus areas.

2023 Say-on-Pay and Response to Stockholder Feedback

As a fast-growing company, we regularly meet with our stockholders to discuss business topics, seek feedback on our performance, and address other matters, such as executive compensation. We communicated with our largest stockholders throughout 2023, representing approximately 51% of our common shares outstanding which included our regular broad outreach cadence and a more targeted outreach following our 2023 annual meeting where our say-on-pay vote yielded approximately 55% support for our executive compensation program. Through these exchanges, we gained a greater appreciation for our stockholders and were able to listen to their views on compensation philosophies, annual and long-term incentive designs, performance metrics, governance and transparency. We reviewed what we heard with senior management, our Compensation Committee, and the entire Board.


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What We HeardWhat We Did
Stockholders expect a compensation peer group that aligns with Astrana’s valuation and growth trajectory
Implemented a formal compensation peer group for purposes of setting compensation levels for 2024.
Stockholders would like clearer parameters around annual incentives, with focus on profitable growth
Beginning with 2024, target annual bonus opportunities will be based on a percentage of base salary and actual award payouts will be based on the achievement of predetermined financial and strategic goals as follows:

Performance Measures        Weightings
Revenue             50%
Adjusted EBITDA        25%
Annual Wellness Visit Percentage    25%

Actual awards may range between 0% and 200% of target, based on results.
Stockholders would like to see a more market-aligned approach to equity-based compensation
Beginning with 2024 grants, the Compensation Committee will grant awards using a mix of 1/3 time-based and 2/3 performance-based restricted stock units to each of the named executive offers.
Time-based restricted stock units will vest in equal installments over four-years, starting on the first six-month anniversary of the grant date.
Performance-based restricted stock units will vest based on the achievement of predetermined Adjusted EBITDA and Revenue goals at the end of a three-year performance measurement period.
Stockholders would like executives and non-employee directors to be subject to stock ownership requirements
Implemented new stock ownership guidelines of five times base salary for the CEO, three times base salary for all other Section 16 Officers and three times annual cash retainers for all non-employee directors
Stockholders sought more clarity in our overall executive compensation program disclosure
Provided enhanced transparency about our program in this CD&A, including more details around our executive compensation philosophy, overall executive compensation program structure, annual incentive plan goals and results, performance-based equity award criteria for our Chief Executive Officer, and our good governance practices

As our business and executive compensation program evolve, we will continue our stockholder engagement efforts and facilitate open and ongoing dialogues. Our goal is to continue to listen to stockholders and continue to make changes to our executive compensation program that more closely align with market best practices, while balancing the interest of our executives and stockholders. In the future, we will also continue to consider the feedback we receive from our stockholders as well as the outcome of say-on-pay votes when making decisions about our program design.
Best Compensation Practices & Policies

We believe the following practices and policies promote sound compensation governance and are in the best interests of our stockholders and executives:

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What We DoWhat We Don’t Do
Place heavy emphasis on variable compensationNo hedging or pledging (without prior written approval of the CEO)
Maintain a clawback policyNo option backdating or repricing
Hold an annual say-on-pay voteNo excessive perquisites
Maintain a Compensation Committee of independent directorsNo excise tax gross ups
Engage an independent compensation consultantNo guaranteed incentives
Hold annual compensation risk assessmentsNo “single trigger” severance payments upon a change in control
Maintain stock ownership guidelinesNo repricing of stock options without stockholder approval
WHAT GUIDES OUR PROGRAM

Compensation Program Objectives and Philosophy

The Compensation Committee oversees the design and administration of the compensation program for our executive officers. The Compensation Committee’s primary objectives in structuring and administering our executive officer compensation program are to:

Attract, motivate, and retain talented and dedicated executive officers; and
Reinforce business strategies and objectives for enhanced stockholder value.

To achieve these goals, the Compensation Committee evaluates individual executive performance with a goal of setting compensation at levels the Committee believes are comparable with those of executive officers at other public companies having a similar size and line of business, while taking into account our relative performance and our own strategic goals.

Principal Elements of Compensation
Our compensation philosophy is supported by the following principal elements of compensation:
Compensation ElementHow It’s PaidPurpose
Base SalaryCash
(Fixed)
Provide a competitive base salary rate relative to similar positions in the market and enable the Company to attract and retain critical executive talent.
Annual Incentives Cash
(Variable)
Reward executive officers for delivering on annual financial and operational objectives that contribute to the creation of stockholder value.
Long-Term Incentives Equity
(Variable)
Provide incentives for executive officers to execute on longer-term financial goals that drive the creation of stockholder value and support the Company’s retention strategy.

We view these components of compensation as related, but distinct. Although the Compensation Committee reviews total compensation, we do not believe that significant compensation derived from one component of compensation should negate or offset compensation from other components. We determine the appropriate level for each compensation component based in part on
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compensation paid to executive officers at comparable companies consistent with our recruiting and retention goals, our view of internal equity and consistency, the results of its most recent stockholder advisory vote, and other considerations we deem relevant, such as rewarding extraordinary performance.

The Decision-Making Process

The Role of the Compensation Committee. The Compensation Committee oversees the executive compensation program for our named executive officers. The Compensation Committee is comprised of independent, non-employee members of the Board. The Compensation Committee works with its independent consultant and management to examine the effectiveness of the Company’s executive compensation program throughout the year. Details of the Compensation Committee’s authority and responsibilities are specified in its charter, which may be accessed at www.astranahealth.com, by selecting ‘‘Investors,’’ and then ‘‘Governance,” and then “Board Committees.”

The Compensation Committee typically performs an annual strategic review of our executive officers’ compensation to determine whether such compensation provides adequate incentives and motivation to our executive officers and whether it adequately compensates our executive officers relative to comparable officers in other similarly situated companies. The Compensation Committee makes all final compensation and equity award decisions regarding our named executive officers.

The role of Management. For compensation decisions relating to executive officers other than the Chief Executive Officer, the Compensation Committee considers recommendations from our Chief Executive Officer and Executive Chairman. When determining compensation for our Chief Executive Officer (formerly our Co-Chief Executive Officers) and Executive Chairman, the Compensation Committee considers such factors as competitive industry salaries, an assessment of the Chief Executive Officer’s (formerly each Co-Chief Executive Officer’s) and the Executive Chairman’s contributions made during the preceding year, and his respective industry expertise. The Chief Executive Officer and Executive Chairman do not participate in the deliberations of the Compensation Committee regarding their own compensation.

Role of the Independent Compensation Consultant. For 2023, the Company retained Pearl Meyer as its independent compensation consultant to provide analysis and recommendations that inform the Compensation Committee’s decisions with respect to executive officer compensation, including, among other things, analysis and input on compensation program structure and performance measures and goals. Pearl Meyer did not perform any other services for the Company in 2023. The Company has reviewed the independence of Pearl Meyer under applicable SEC and Nasdaq rules and believes that Pearl Meyer does not have any conflicts of interest in advising the Company.

The Role of the Peer Group. The Compensation Committee believes that it is important when making its compensation-related decisions to be informed as to the current practices of similarly situated companies. For purposes of setting compensation levels for 2023, and historically, the Compensation Committee reviewed broad-based third-party surveys and other information collected from public and private sources regarding the compensation for executive officers of comparably sized companies. However, ensuring that our compensation peer group is aligned with our business objectives and stockholder expectations is a priority — especially as we evolve at a rapid pace. In February 2024, our independent compensation consultant conducted a comprehensive analysis to develop a formal compensation peer group that is aligned with our valuation and growth trajectory. The analysis looked at companies operating in the health care providers and services sector as well as the health care technology industry with a comparable market capitalization (targeting companies with a market value of between 0.3x and 3.0x of our market value) and revenue (targeting companies with revenues between 0.5x and 3.5x our estimated revenue). Our Compensation Committee also qualitatively evaluated each prospective peer group company based on business focus and corporate strategy to identify companies in a similar space, to the extent possible, and seeks to maintain year-over-year continuity in our peer group by maintaining flexibility in applying the foregoing criteria, particularly in uncertain market conditions. The compensation peer group companies selected by our Compensation Committee for 2024 executive compensation purposes are listed below along with graphs of the Company and the peer group’s stock performance for five years, three years, and one year. The annual changes shown in the graphs are based on the assumption that $100 was invested in each common stock on base year, and that all dividends were reinvested. The stock price performance included in the line graph below is not necessarily indicative of future stock price performance.

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agilon health, inc.HealthEquity, Inc.
Health Catalyst, Inc.
Alignment Healthcare, Inc.
NeueHealth, Inc.
RadNet, Inc.
Chemed Corporation
Premier, Inc.
Teladoc Health, Inc.
Evolent Health, Inc.
Privia Health Group, Inc.
Veradigm Inc.

CD&A - 5 Year TSR.jpg
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CD&A - 3 Year TSR.jpg
CD&A - 1 Year TSR.jpg

It is important to note that this market data 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.
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2023 EXECUTIVE COMPENSATION PROGRAM

Base Salaries

We provide our named executive officers with base salaries that we believe enable us to hire and retain individuals in a competitive environment and to reward individual performance and contribution to our overall business goals, while taking into account the unique circumstances of the Company. We review base salaries for our named executive officers annually, and increases, if any, are based on our performance and individual performance, as well as relevant market data. Brandon K. Sim, M.S. and Chandan Basho, M.B.A. received compensation increases in 2023, to recognize their increased responsibilities and expanded roles over the course of 2022 and 2023. Annual base salaries as of December 31, 2023 were as follows:

Name2022 Base Salary2023 Base Salary% Increase
Kenneth Sim, M.D.
$950,000
$950,000
Brandon K. Sim, M.S.
$670,000
$725,000
8.20%
Thomas S. Lam, M.D., M.P.H
$950,000
$950,000
Chandan Basho, M.B.A.
$300,000
$450,000
50%
Albert Young, M.D., M.P.H.
$400,000
$400,000

Annual Cash Bonus Awards

For 2023, our named executive officers had an opportunity to earn an annual cash-based bonus award based on the achievement of Company and individual performance results. Annual cash bonuses are intended to reward both incremental improvement and continued strong performance.

For 2023, all awards were paid from a bonus funding pool, subject to the achievement of Adjusted EBITDA goals. We use Adjusted EBITDA as the primary performance measure for annual cash bonuses because it focuses the team on profitable growth, while continuing to provide strong accountability for returns. Adjusted EBITDA also provides a more useful illustration of our financial performance and the ongoing operations of our business, since the adjustments exclude certain expenses that are not indicative of our recurring core operating results. This facilitates better comparisons to our historical performance and our competitors’ operating results. For 2023, the bonus pool was funded based on achieving Adjusted EBITDA as follows:
Performance Range:
Threshold
Target
Stretch
Adjusted EBITDA Range:
$120 million
$140 million
$160 million
Pool Funding (as a % of Adjusted EBITDA)
4%6%8%

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

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Equity Compensation Awards

Our Compensation Committee believes that in order to appropriately incentivize the named executive officers to create stockholder value, a significant portion of their compensation should be in the form of equity-based compensation. Our equity-based compensation program is designed to promote stock ownership by our executives and senior management, tie compensation realized to stock price performance and encourage retention.

In 2023, the Compensation Committee granted long-term equity incentive awards using a mix of time-based and performance-based restricted stock awards for each of the named executive officers.

Time-based restricted stock awards are intended to provide the named executive officers with the economic equivalent of a direct ownership interest in the Company during the vesting period and provide us with significant retention security regardless of post-grant share price volatility. Performance-based restricted stock awards link actual earned award values to the achievement of certain financial and/or operational objectives and to drive long-term stockholder value.
A Closer Look at Performance-Based Equity. For 2023, our Chief Executive Officer’s performance-based equity was granted in two separate tranches and vests contingent upon achieving specific Revenue and Adjusted EBITDA milestones by the end of fiscal year 2025:
Revenue Target
Adjusted EBITDA Target
Tranche 1
$1.514 billion
$121 million
Tranche 2
$1.675 billion
$134 million

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

OTHER PRACTICES, POLICIES & GUIDELINES

Stock Ownership Guidelines

The Board believes that it is important to promote the alignment of the interests of executives and non-employee directors with the interests of the Company’s stockholders. Accordingly, the Board adopted formal stock ownership guidelines in April 2024. Under the guidelines, each named executive officers is required to hold shares of the Company’s stock as set forth below:

Position
Guideline
CEO
Five times base salary
Section 16 Officers (other than CEO)
Three times base salary
Non-Employee Directors
Three times annual cash retainer

Executives and directors will have five (5) years from the date of implementation of the stock ownership guidelines or, if later, five (5) years from their initial appointment as a Section 16 Officer or director to attain the ownership threshold.

Until the executive or non-employee director satisfies the guidelines, he or she will be required to retain at least 50% of any shares received upon the vesting of restricted stock, the settlement of restricted stock units, the exercise of stock options, the exercise of purchase rights under an employee stock purchase plan, or the settlement of any other equity awards, in each case net of shares tendered or withheld to cover applicable tax withholding obligations or the applicable exercise price of the award.

Shares that count toward satisfying the guidelines include shares owned directly by executive or non-employee director, shares owned indirectly (e.g., by a spouse or a trust), shares represented by amounts invested in a 401(k) plan or credited to an
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executive’s or non-employee director’s account under a nonqualified deferred compensation plan maintained by the Company or an affiliate; and outstanding unvested time-based restricted stock or time-based restricted stock units.

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) shall not be counted toward the satisfaction of guidelines.

Compensation Recovery Policy

We adopted a Compensation Recovery Policy (sometimes referred to as a “clawback” policy) effective as of October 2, 2023. Our Compensation Recovery Policy provides for the recoupment of certain incentive-based executive compensation in the event that the Company is required to prepare an accounting restatement of its financial statements due to material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. In the event of an applicable restatement, the Compensation Recovery Policy provides that the Compensation Committee will cause the Company to promptly recover any erroneously awarded incentive-based compensation received by any covered executive officer during the three completed fiscal years immediately preceding the date on which the Company is required to prepare such an accounting restatement. Covered executive officers include both current and former executive officers. Incentive-based compensation includes any compensation that is granted, earned or vested based wholly or in part on the attainment of a financial reporting measure. Financial reporting measures are those that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures, regardless of whether such measures are presented within the Company’s financial statements or included in a filing with the SEC. With limited exceptions, the amount required to be recovered in the event of an accounting restatement generally will equal the amount of incentive-based compensation received by the covered executive officer that exceeds the amount of such compensation that otherwise would have been received had it been determined based on the restated amounts, computed without regard to any taxes paid. The Compensation Recovery Policy is intended to comply with the requirements of SEC Rule 10D-1 under the Securities Exchange Act and the listing requirements of the Nasdaq Stock Market and the Compensation Recovery Policy is effective with respect to covered incentive-based compensation received on or after October 2, 2023.

Insider Trading Policy

The Company’s Board of Directors has adopted an insider trading policy (“Insider Trading Policy”) that applies to all of the Company’s directors, officers and other personnel including employees, consultants, and contractors to the Company, to prevent the misuse of confidential information about the Company, as well as other companies with which the Company has a business relationship, and to promote compliance with the securities laws. Among other things, the Insider Trading Policy prohibits engaging in transactions in securities on material non-public information and prohibits directors, executive officers and certain other personnel from buying or selling the Company’s securities during certain periods, except pursuant to an approved trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (“Rule 10b5-1”). In addition, certain individuals, including directors and officers, are required to receive prior approval from the Corporate Secretary prior to engaging in transactions in the Company’s securities. The Insider Trading Policy also sets forth mandatory guidelines that apply to all executive officers, directors and employees of the Company who adopt Rule 10b5-1 plans for trading in the Company’s securities, which are intended to ensure compliance with Rule 10b5-1 and to conform to best practices with respect to the design and implementation of Rule 10b5-1 plans.

Hedging Policy

The Company has determined that there is a substantial likelihood for the appearance of improper conduct by Company personnel when they engage in short-term or speculative securities transactions. Therefore, under the Company’s Insider Trading Policy, Company personnel are prohibited from engaging in any of the following activities involving the Company’s shares, except with the prior written consent of the Chief Executive Officer (formerly the Co-Chief Executive Officers), as the compliance officer responsible for the administration of the policy

purchasing the Company’s securities on margin;
pledging Company securities;
short sales;
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buying or selling puts or calls; and
engaging in options transactions (other than where the options were granted by the Company).

Executive Officers’ Benefits and Perquisites

We provide the opportunity for our named executive officers and other executives to receive certain limited perquisites and general health and welfare benefits and participate in our defined contribution 401(k) plan. We provide these benefits to create additional incentives for our executive officers and to remain competitive in the general marketplace for executive talent.

Nonqualified Deferred Compensation Plan

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

Executive Employment Agreements
Employment Agreements in Effect During Fiscal 2023

We have entered into employment agreements with each of our named executive officers, which set terms and conditions of each executive’s employment. The employment agreement in effect during fiscal 2023 generally have initial terms of one year with automatic renewals and provides for annual cash bonuses as determined by the board of directors in its discretion consistent with the Company’s business plan, eligibility to receive cash or equity awards under the long-term incentive plans, and other benefits, including the payment of premiums for medical, dental, vision, disability, and life insurance.

Additionally, the employment agreement of each named executive officer, as in effect during fiscal 2023, provides that the executive officer’s employment may be terminated by the employer (a) in the event of death or disability of the executive officer, (b) without cause (as defined in the employment agreement) upon thirty (30) to sixty (60) days advance written notice, or (c) for cause at any time. The executive officer may terminate his employment at any time and for any reason, including for good reason (as defined in the employment agreement). Upon termination of the executive officer’s employment by the employer for cause or by the executive officer without good reason, the executive officer shall be paid any earned but unpaid base salary or annual bonus through the date of termination, accrued but unused paid time off and unpaid expense reimbursements. Upon termination of the executive officer’s employment by the employer without cause or by the executive officer for good reason, in addition to the amounts described in the preceding sentence, the executive officer shall be entitled to receive an amount equal to one-twelfth (1/12) of the executive officer’s most recent base salary times the number of full years of service completed, not to exceed twelve (12) years. In addition, upon the termination of the executive officer’s employment by the employer without cause, by the executive officer for good reason, or as a result of the executive officer’s death or disability, the executive officer will be 100% vested with respect to any outstanding long-term incentive awards (subject to the actual achievement of any applicable performance goals for long-term incentive awards subject to corporate or business performance goals). Each employment agreement also contains restrictive covenants for the Company’s benefit, including confidentiality, non-solicitation and inventions assignment provisions.

2024 Amended and Restated Employment Agreements for CEO and COO/CFO

Effective April 2, 2024, the Company entered into amended and restated employment agreements with our President and Chief Executive Officer, Brandon K. Sim, M.S., and with our Chief Operating Officer and Chief Financial Officer, Chandan Basho, M.B.A. (the “2024 Employment Agreements”). Each of the 2024 Employment Agreements has an initial term of three years ending on April 2, 2027, and will automatically renew for successive one-year terms on each annual anniversary thereafter, unless either party provides written notice of intent not to renew at least sixty days prior to that date.

Under his 2024 Employment Agreement, Mr. Sim is entitled to receive an annual base salary of $850,000 and a target annual cash bonus opportunity of 125% of his annual base salary, and under his 2024 Employment Agreement, Mr. Basho is entitled to receive an annual base salary of $600,000 and a target annual cash bonus opportunity of 80% of his annual base salary. Mr. Sim and Mr. Basho are eligible to participate in any long-term incentive plan available to similarly positioned executives, and they also are
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eligible to participate in the employee benefit plans offered to the Company’s employees. The employee benefits of Mr. Sim and Mr. Basho will include (i) Company-paid premiums for medical, dental and vision care coverage; (ii) Company-paid insurance premiums for short-term and long-term disability insurance, providing for no less than 60% of annual base salary; and (iii) Company-paid insurance premiums for term life insurance providing for no less than two million dollars of coverage.

Each of the 2024 Employment Agreements provides that if the employment of Mr. Sim or Mr. Basho is terminated by the Company without cause or by the executive for good reason, then, in addition to any earned but unpaid base salary or annual bonus, accrued but unused paid time off and unpaid expense reimbursements, Mr. Sim or Mr. Basho would be entitled to receive the following severance benefits, subject to his provision of a release of claims in favor of the Company: (i) one year of annual base salary, or two years of annual base salary, if his termination occurs within two years following a “Change of Control” (as defined in the 2024 Employment Agreement); and (ii) subject to his election of continued coverage under COBRA, an amount in cash equal to the Company’s premium amounts paid for his coverage under the Company’s group medical, dental and vision programs for a period of twelve months, or a period of twenty-four months, if his termination occurs within two years following a Change of Control. In addition, if the employment of Mr. Sim or Mr. Basho is terminated by the Company without cause, by him for good reason, or as a result of his death or disability, Mr. Sim or Mr. Basho will be 100% vested with respect to any outstanding long-term incentive awards (subject to the actual achievement of any applicable performance goals for long-term incentive awards subject to corporate or business performance goals). Each 2024 Employment Agreement also contains restrictive covenants for the Company’s benefit, including confidentiality, non-solicitation and inventions assignment provisions.

Impact of Tax and Accounting
Our Compensation Committee considers the tax and accounting consequences of compensation paid under our executive compensation program. However, our Compensation Committee believes that its primary responsibility is to maintain an executive compensation program that attracts, retains and rewards our executives. Accordingly, our Compensation Committee has paid, and may continue to pay, in its discretion, compensation that is not fully deductible or is limited as to tax deductibility.

Compensation Risk

Our Compensation Committee reviewed the compensation policies and practices of the Company that could have a material impact on the Company. The Compensation Committee’s review considered whether any of these policies and practices may encourage inappropriate risk-taking, whether any policy or practice may give rise to risks that are reasonably likely to have a material adverse effect on us, and whether it would recommend any changes to the Company’s compensation policies and practices. The Compensation Committee also reviewed risk-mitigating controls with the Board, such as the degree of committee and senior management oversight of each compensation program and the level and design of internal controls over such programs. Based on these reviews, the Company determined that risks arising from its compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

COMPENSATION TABLES AND RELATED NARRATIVE

Summary Compensation Table (“SCT”)

The following table discloses the compensation awarded to, earned by, paid to or accrued to our named executive officers listed therein for the years ended December 31, 2023, 2022, and 2021, respectively:

42




Name and Principal Position


Year

Salary
($)

Bonus
($)

Stock Awards(1)
($)

Option Awards (1)
($)

All Other Compensation
($)

Total
($)
Kenneth Sim, M.D.2023$950,000 $1,000,000 
(2)
$3,253,500 
(3)
$— $20,100 
(4)
$5,223,600 
Executive Chairman2022$950,000 $450,000 
(5)
$— $— $94,015 
(4)
$1,494,015 
2021$950,000 $— $4,661,541 $1,115,766 $136,220 
(4)
$6,863,527 
Thomas Lam, M.D., M.P.H.2023$950,000 $1,000,000 
(2)
$3,253,500 
(3)
$— $14,062 
(6)
$5,217,562 
Vice Chairman2022$950,000 $450,000 
(5)
$— $— $87,709 
(6)
$1,487,709 
2021$950,000 $— $4,661,541 $1,115,766 $129,887 
(6)
$6,857,194 
Brandon K. Sim, M.S.2023$712,308 
(7)
$1,087,500 
(2)
$12,499,943 
(8)
$— $11,499 
(9)
$14,311,250 
Chief Executive Officer2022$670,000 
(10)
$1,000,000 
(5)
$13,567,843 
(11)
$— $64,932 
(9)
$15,302,775 
2021$364,423 $750,000 
(12)
$5,587,518 
(13)
$2,229,313 $74,903 
(9)
$9,006,157 
Chandan Basho, M.B.A.2023$415,385 
(14)
$675,000 
(2)
$4,598,401 
(15)
$— $8,720 
(16)
$5,697,506 
Chief Financial Officer
2022$195,000 $385,000 
(5)
$3,308,377 $213,431 $1,419 
(16)
$4,103,227 
 and Corporate Secretary
Albert Young, M.D., M.P.H.2023$400,000 $150,000 
(2)
$— $— $12,773 
(17)
$562,773 
Chief Administrative2022$400,000 $150,000 
(5)
$— $— $23,673 
(17)
$573,673 
Officer2021$400,000 
(18)
$— $— $— $53,726 
(17)
$453,726 

(1)The amount shown in this column reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, “Compensation - Stock Compensation.” Please see Footnote 1 of the Grants of Plan-Based Awards in 2023 table below for a discussion of the assumptions and methodologies used to calculate the valuations of the stock and option awards. The amount shown in the Stock Awards column for Mr. Basho for 2023 also reflects the incremental fair value of $298,625, as computed in accordance with FASB ASC Topic 718, attributable to the modification of Mr. Basho’s outstanding restricted stock awards on May 16, 2023, the date that the Compensation Committee approved changes to the number of restricted shares and the previously-established performance goals applicable to those awards.

(2)Reflects bonus awarded in 2023; cash payment received in 2024.

(3)The restricted stock award of $1,084,500 was granted in recognition of performance in 2022 and 2023. The remaining restricted stock award of $2,169,000 was granted with pre-established performance goals.

(4)Reflects $19,998 in 2023, $20,938 in 2022 and $21,010 in 2021 for health, dental, and life insurance premiums paid for applicable year; cash payment of $73,077 in 2022 and $115,210 in 2021 for unused paid time off; $102 in 2023 for work from home and commuting reimbursement.

(5)Reflects bonus awarded in 2022; cash payment received in 2023.

(6)Reflects $13,960 in 2023, $14,632 in 2022 and $14,677 in 2021 for health, dental, and life insurance premiums paid for applicable year; cash payment of $73,077 in 2022 and $115,210 in 2021 for unused paid time off; $102 in 2023 for work from home and commuting reimbursement.

(7)Per Mr. Sim's employment agreement dated June 8, 2020, base salary subject for annual increases. Effective March 12, 2023, a Personnel Action Form increased the annual salary in 2022 of $670,000 to $725,000 effective for the 2023 year.

43


(8)The restricted stock award of $4,499,977 was granted in recognition of performance in 2022. The restricted stock award of $7,999,966 was granted with pre-established performance goals.

(9)Reflects $4,699 in 2023, $7,293 in 2022 and $6,772 in 2021 for health, dental, and life insurance premiums paid for applicable year; cash payment of $51,538 in 2022 and $62,331 in 2021 for unused paid time off; $6,600 in 2023, $6,100 in 2022 and $5,800 in 2021 relating to the Company’s 401(k) matching contribution; $200 in 2023 for work from home reimbursement.

(10)Per Mr. Sim's employment agreement dated June 8, 2020, base salary subject for annual increases. On August 2, 2022, a Personnel Action Form increased the annual salary in 2021 of $375,000 to $670,000 effective for the 2022 year.

(11)The restricted stock award of $4,796,706 was granted in recognition of performance in 2021. The restricted stock award of $8,771,137was granted with pre-established performance goals.

(12)Reflects bonus awarded in 2021; cash payment received in 2022.

(13)The restricted stock award of $2,554,394 was granted in recognition of performance in 2020. The restricted stock award of $3,033,124 was granted in recognition of performance in 2021.

(14)Per Mr. Basho's employment agreement dated April 12, 2022, base salary subject for annual increases. Effective March 12, 2023, a Personnel Action Form increased the annual salary in 2022 of $300,000 to $450,000 effective for the 2023 year.

(15)The restricted stock award of $2,299,965 was granted in recognition of performance in 2022. The restricted stock award of $2,298,436 was granted with pre-established performance goals.

(16)Reflects $1,335 in 2023 and $1,400 in 2022 for medical waiver of health and dental insurance premiums paid for applicable year; $695 in 2023 and $19 in 2022 for health, dental, and life insurance premiums paid for applicable year; $6,600 in 2023 relating to the Company's 401(k) matching contribution; $90 in 2023 for work from home reimbursement.

(17)Reflects $12,659 in 2023, $6,750 in 2022 and $6,755 in 2021 for health, dental, and life insurance premiums paid for applicable year; cash payment of $16,923 in 2022 and $46,971 in 2021 for unused paid time off; $114 in 2023 for work from home and commuting reimbursement.

(18)Per Dr. Young's employment agreement dated June 8, 2020, base salary subject for annual increases. On August 3, 2020, a Personnel Action Form increased the annual salary in 2020 of $366,000 to $400,000 effective for the 2021 year.

For a description of the material terms of the employment agreements, please see “Named Executive Officer Employment Agreements and Potential Payments Upon Change of Control or Termination” below.

44


Grants of Plan-Based Awards in 2023

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

NameGrant DateStock Awards: Number of Shares of Stock (#)Option Awards: Number of Shares of Stock Underlying Options (#)Exercise or Base Price of Option Awards ($/Share)
Grant Date Fair Value of Stock and
Option Awards(1)
($)
Kenneth Sim, M.D.12/15/202390,000 
(2)
— $— $3,253,500 
Thomas Lam, M.D., M.P.H.12/15/202390,000 
(2)
— $— $3,253,500 
Brandon K. Sim, M.S.
05/16/2023380,053 
(3)
— $— $12,499,943 
Chandan Basho, M.B.A.05/16/2023130,732 
(4)
— $— $4,598,401 

(1)The amount shown in this column reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, “Compensation - Stock Compensation.” The value shown of the stock awards is based on the fair market value of the Company’s common stock on the date of grant and was computed by multiplying the number of shares awarded to each officer by the closing price of the Company’s common stock on the date of grant. The amount shown for the stock award excludes the impact of estimated forfeiture related to service-based vesting conditions and may not correspond to the actual value that is recognized by each officer upon the vesting of such grant. The amount shown in this column for Mr. Basho also includes the incremental fair value of $298,625, as computed in accordance with FASB ASC Topic 718, attributable to the modification of Mr. Basho’s outstanding restricted stock awards on May 16, 2023, the date that the Compensation Committee approved changes to the number of restricted shares and the previously-established performance goals applicable to those awards.

(2)Of the 90,000 restricted stock awards, 30,000 of the shares of restricted stock shall vest in four equal annual installments beginning on a date during the first quarter of 2025 to be determined by the compensation committee of the Issuer's board of directors. Vesting for the time-based restriction is generally contingent on the officer’s continued employment with the Company through the applicable vesting date. The award was granted in recognition of performance in 2022 and 2023 and was not based on any pre-established performance goals. The remaining 60,000 restricted stock awards reflects restricted stock awarded subject to the achievement of a pre-established performance goal. The shares of restricted stock shall, based on the date the performance goal is achieved, vest either (i) in four equal annual installments, beginning on a date during the first quarter of 2025 to be determined by the compensation committee of the Issuer's board of directors or (ii) three annual installments of 15,000, 7,500 and 7,500, respectively, beginning on a date during the first quarter of 2026 to be determined by the compensation committee. Vesting is contingent on the officer’s continued employment with the Company through the applicable vesting date and achievement of performance-based conditions.

(3)Of the 380,053 restricted stock awards, 136,819 of the shares shall vest in eight equal semi-annual installments, beginning on September 30, 2023. Vesting for the time-based restriction is generally contingent on the officer’s continued employment with the Company through the applicable vesting date. The award was granted in recognition of performance in 2022 and was not based on any pre-established performance goals. The remaining 243,234 shares shall vest upon achievement of certain pre-established performance goals. Vesting is contingent on the officer’s continued employment with the Company through the applicable vesting date and achievement of performance-based conditions.

(4)Of the 130,732 restricted stock awards, 9,121 of the shares shall vest in two equal annual installments beginning May 16,2024. 60,808 of the shares shall vest in four (as nearly as possible) annual installments, beginning on May 16, 2024. Vesting for the time-based restriction is generally contingent on the officer’s continued employment with the Company through the applicable vesting date. The award was granted in recognition of performance in 2022 and was not based on any pre-established performance goals. The remaining 60,803 shares shall vest upon achievement of certain pre-established performance goals and shall vest 50% on May 16, 2023, 25% on October 14, 2023, and 25% on April 14, 2024. Vesting is contingent on the officer’s continued employment with the Company through the applicable vesting date and achievement of performance-based conditions.

45


Outstanding Equity Awards at Year-End

The following table summarizes the outstanding equity awards held by the Company’s named executive officers as of December 31, 2023:

OPTION AWARDS (1)
STOCK AWARDS
NameGrant DateNumber of Shares of Stock Underlying Unexercised Options — ExercisableNumber of Shares of Stock Underlying Unexercised Options — Unexercisable Option Exercise Price ($/Share)Option Expiration DateNumber of Shares of Stock That Have Not Vested
(#)
Market Value of Shares of Stock That Have Not Vested (2)
($)
Kenneth Sim, M.D.12/15/202390,000 
(3)
3,447,000 
11/02/202119,6689,834 
(4)
$71.45 11/2/2026— — 
11/02/2021— — — 21,748 
(5)
832,948 
12/10/202029,502— $17.78 12/10/2025— — 
12/30/201928,046— $18.65 12/30/2024— — 
Thomas S. Lam, 12/15/2023— — — 90,000 
(3)
3,447,000 
M.D., M.P.H.11/02/202119,6689,834 
(4)
$71.45 11/2/2026— — 
11/02/2021— — — 21,748 
(5)
832,948 
12/10/202029,502— $17.78 12/10/2025— — 
12/30/201928,046— $18.65 12/30/2024— — 
Brandon K. Sim,05/16/2023— — — 362,951 
(6)
13,901,023 
M.S.11/04/2022— — — 28,655 
(7)
1,097,486 
06/27/2022— — — 279,931 
(8)
10,721,357 
11/02/202136,32418,162 
(9)
$80.00 11/2/2026— — 
11/02/2021— — — 14,151 
(10)
541,983 
02/03/202121,334— $23.24 2/2/2026— — 
Chandan Basho,
05/16/2023— — — 103,372 
(11)
3,959,148 
M.B.A.
04/14/202212,217— $41.59 4/14/2025— — 
04/14/2022— — — 21,640 
(12)
828,812 

(1)Reflects non-qualified stock options granted to each officer with a term of three to five years. Vesting is generally contingent on each officer’s continued employment with the Company through the applicable vesting date.

(2)The amounts shown in this column were computed by multiplying the number of shares awarded to each officer by the closing price of the Company’s common stock on December 31, 2023.

(3)Of the remaining outstanding 90,000 restricted stock awards granted on December 15, 2023, 30,000 reflects restricted stock awarded with time-based restrictions that have a remaining vesting date of four equal annual installments beginning on a date during the first quarter of 2025 to be determined by the compensation committee of the Issuer's board of directors. 60,000 restricted stock awards reflects restricted stock awarded subject to the achievement of a pre-established performance goal. The shares of restricted stock shall, based on the date the performance goal is achieved, vest either (i) in four equal annual installments, beginning on a date during the first quarter of 2025 to be determined by the compensation committee of the
46


Issuer's board of directors or (ii) three annual installments of 15,000, 7,500 and 7,500, respectively, beginning on a date during the first quarter of 2026 to be determined by the compensation committee.

(4)The remaining outstanding options of 9,834 shares that were initially granted on November 2, 2021 have a remaining vesting date of November 2, 2024.

(5)The remaining outstanding restricted stock awards of 21,748 shares that were initially granted on November 2, 2021 have a remaining vesting date of November 2, 2024.

(6)Of the remaining outstanding 362,951 restricted stock awards granted on May 16, 2023, 119,717 reflects restricted stock awarded with time-based restrictions that have a remaining vesting date of March 31, 2024, September 30, 2024, March 31, 2025, September 30, 2024, March 31, 2026, September 30, 2026, and March 30, 2027. The remaining 243,234 shares shall vest upon achievement of certain pre-established performance goals. Vesting is contingent on the officer’s continued employment with the Company through the applicable vesting date and achievement of performance-based conditions.

(7)Of the remaining outstanding 28,655 restricted stock awards granted on November 4, 2022, 8,335 reflects restricted stock awarded with time-based restrictions that have a remaining vesting date of June 27, 2024, June 27, 2025, and June 27, 2026. The remaining 20,320 shares shall vest upon achievement of certain pre-established performance goals. Vesting is contingent on the officer’s continued employment with the Company through the applicable vesting date and achievement of performance-based conditions.

(8)Of the remaining outstanding 279,931 restricted stock awards granted on June 27, 2022, 81,420 reflects restricted stock awarded with time-based restrictions that have a remaining vesting date of June 27, 2024, June 27, 2025, and June 27, 2026. The remaining 198,511 shares shall vest upon achievement of certain pre-established performance goals. Vesting is contingent on the officer’s continued employment with the Company through the applicable vesting date and achievement of performance-based conditions.

(9)The remaining outstanding options of 18,162 shares that were initially granted on November 2, 2021 have a remaining vesting date of November 2, 2024.

(10)The remaining outstanding restricted stock awards of 14,151 shares that were initially granted on November 2, 2021 have a remaining vesting date of November 2, 2024.

(11)Of the remaining outstanding 105,561 restricted stock awards granted on May 16, 2023, 9,121 reflects restricted stock awarded with time-based restrictions that have a remaining vesting date of May 16, 2024 and May 16, 2025 and 60,808 reflects restricted stock awarded with time-based restrictions that have a remaining vesting date of May 16, 2024, May 16, 2025, May 16, 2026, and May 16, 2027. The remaining 33,443 shares shall vest upon achievement of certain pre-established performance goals and shall vest 75% on a date determined by the compensation committee and 25% on April 14, 2024. Vesting is contingent on the officer’s continued employment with the Company through the applicable vesting date and achievement of performance-based conditions.

(12)The remaining outstanding restricted stock awards of 21,640 shares that were initially granted on April 4, 2022 have a remaining vesting date of April 14, 2024, April 14, 2025, and April 14, 2026.

47


Options Exercises and Stock Vested at Year-End

The following table provides information on restricted stock that vested for the following named executive officers of the Company during the year ended December 31, 2023.

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

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

Nonqualified Deferred Compensation

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

The table below sets forth information regarding executive and company contributions, earnings and withdrawals during 2023 and the account balances as of December 31, 2023, for the named executive officers under the Deferred Compensation Plan:

Name
Executive
Contributions
in Last FY(1)
($)

Company
Contributions
in Last FY
($)
Aggregate
Earnings
(Losses)
in Last FY(2)
($)

Aggregate
Withdrawals/
Distributions
($)
Aggregate
Balance at
Last FYE(3)
($)

Kenneth Sim, M.D.$— $— $— $— $— 
Thomas Lam, M.D., M.P.H.$— $— $— $— $— 
Brandon K. Sim, M.S.$— $— $— $— $— 
Chandan Basho, M.B.A.
$22,569 $— $1,462 $— $24,031 
Albert Young, M.D., M.P.H.$— $— $— $— $— 

(1)Executive contributions to the Deferred Compensation Plan in the last fiscal year are reflected in the 2023 Summary Compensation Table on page 43 of this proxy statement.

(2)Aggregate earnings (losses) in the last fiscal year are not reflected in the 2023 Summary Compensation Table because the earnings (losses) were neither preferential nor above-market.

(3)The Deferred Compensation Plan did not become effective until July 1, 2023. Accordingly, no portion of the aggregate balance at the last fiscal year end was previously reported in the Summary Compensation Table for any executive for any prior fiscal year.

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



The following named executive officers: Kenneth Sim, M.D. (Executive Chairman), Thomas Lam, M.D. (Vice Chairman), Brandon K. Sim, M.S. (Chief Executive Officer and President), and Albert Young, M.D., M.P.H. (Chief Administrative Officer) entered into employment agreements with the Company’s wholly owned subsidiary, Astrana Health Management, Inc. (“AHM”), on June 8, 2020. Chandan Basho, M.B.A. (Chief Financial Officer, Chief Operating Officer and Corporate Secretary) entered into an employment agreement with the Company’s wholly owned subsidiary, AHM, on April 12, 2022.

The annual base salaries of each named executive officer, as in effect on December 31, 2023, are as follows:
NamePositionsAnnual Base Salary ($)
Kenneth Sim, M.D.Executive Chairman $950,000 
Thomas Lam, M.D., M.P.H.Vice Chairman$950,000 
Brandon K. Sim, M.S.Chief Executive Officer$725,000 
Chandan Basho, M.B.A.
Chief Financial Officer, Chief Operating Officer, Corporate Secretary $450,000 
Albert Young, M.D., M.P.H.Chief Administrative Officer$400,000 

The employment agreement of each named executive officer, as in effect on December 31, 2023, has an initial term of one (1) year with automatic renewals and provides for annual cash bonuses as determined by the board of directors in its discretion consistent with the Company’s business plan, eligibility to receive cash or equity awards under the long-term incentive plans, and other benefits, including the payment of premiums for medical, dental, vision, disability, and life insurance.

Additionally, the employment agreement of each named executive officer, as in effect on December 31, 2023, provides that the executive officer’s employment may be terminated by the employer (a) in the event of death or disability of the executive officer, (b) without cause (as defined in the employment agreement) upon thirty (30) to sixty (60) days advance written notice, or (c) for cause at any time. The executive officer may terminate his employment at any time and for any reason, including for good reason (as defined in the employment agreement). Upon termination of the executive officer’s employment by the employer for cause or by the executive officer without good reason, the executive officer shall be paid any earned but unpaid base salary or annual bonus through the date of termination, accrued but unused paid time off and unpaid expense reimbursements. Upon termination of the executive officer’s employment by the employer without cause or by the executive officer for good reason, in addition to the amounts described in the preceding sentence, the executive officer shall be entitled to receive an amount equal to one-twelfth (1/12) of the executive officer’s most recent base salary times the number of full years of service completed, not to exceed twelve (12) years. Each employment agreement also contains restrictive covenants for the Company’s benefit, including confidentiality, non-solicitation and inventions assignment provisions.

The foregoing description of the employment agreements does not purport to be complete and is qualified in its entirety by the full text of the employment agreements, copies of which the Company filed as exhibits to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2020, Form 10-Q for the quarter ended June 30, 2022, and Form 10-K for the year ended December 31, 2023.

The following table sets forth estimates of the payments and benefits each named executive officer would have been entitled to receive from us upon a termination of employment by the Company without cause or by the executive for good reason, assuming that such termination had occurred December 31, 2023. In accordance with SEC rules, the potential payments were determined under the terms of our contracts, agreements, plans and arrangements as in effect on December 31, 2023. The tables do not include any previously vested awards or accrued benefits. Because the payments to be made to a named executive officer depend on several factors, the actual amounts to be paid out upon a triggering event can only be determined at the time of the triggering event. Amounts reported for accelerated vesting of equity awards are determined based on the closing price of our common stock on December 29, 2023, and, for performance-based equity awards, assuming that all performance conditions had been satisfied as of the last day of the 2023 fiscal year. The estimated amounts reported in the table below for accelerated vesting of equity awards also would have been received if the employment of each of the named executive officers had terminated on the last day of the 2023 fiscal year as a result of death or disability.


49


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

Compensation Risk

Our Compensation Committee reviewed the compensation policies and practices of the Company that could have a material impact on the Company. The Compensation Committee’s review considered whether any of these policies and practices might encourage inappropriate risk-taking, whether any policy or practice may give rise to risks that are reasonably likely to have a material adverse effect on us, and whether it would recommend any changes to the Company’s compensation policies and practices. The Compensation Committee also reviewed risk-mitigating controls with the Board, such as the degree of committee and senior management oversight of each compensation program and the level and design of internal controls over such programs. Based on these reviews, the Company determined that risks arising from its compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.
50


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

In 2023, the members of our Compensation Committee were Mitchell Kitayama (chairman), David Schmidt, and John Chiang. None of these committee members (1) was an officer or employee of the Company during or prior to the time they served on the Compensation Committee or (2) had any relationship requiring disclosure by the Company pursuant to any paragraph of Item 404 of SEC Regulation S-K. None of the Company’s executive officers served on the board of directors or compensation committee of a company that had an executive officer who served as a member of our Board or Compensation Committee.
51


CEO PAY RATIO

As required by applicable SEC rules, we are providing the following information about the relationship between the annual total compensation paid to the median employee and the annual total compensation of each of our former Co-Chief Executive Officers, Dr. Lam and Mr. Sim, who held such roles until January 19, 2024.

For 2023, our last completed fiscal year, the median of the annual total worldwide compensation of our employees (other than our Co-Chief Executive Officers) was $55,555. As reported in the Summary Compensation Table, the annual total compensation of Dr. Lam and Mr. Sim was $5,217,562 and $14,311,250, respectively.

Based on this information, for 2023, the ratio of the annual total compensation of Dr. Lam and Mr. Sim to the median of the annual total compensation of all our employees (other than our Co-Chief Executive Officers) was 94 to 1 and 258 to 1, respectively. We took the following steps to identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our Co-Chief Executive Officers:

We determined that, during the year ended December 31, 2023, our employee population consisted of approximately 1,800 individuals, excluding our Co-Chief Executive Officers. This population consisted of full-time and part-time employees employed with us during the period.

We identified our median employee from that employee population based on annual total compensation.

For the annual total compensation of our median employee, we calculated the elements of that employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $55,555.

For the annual total compensation of Mr. Sim and Dr. Lam, who were each serving as our Co-Chief Executive Officers on December 31, 2023, we used the amounts reported for 2023 in the “Total” column of the Summary Compensation Table included in this proxy statement.
52



PAY V. PERFORMANCE

Below is the disclosure of the compensation of the Company’s Principal Executive Officers (“PEOs”) and as an average for all of our other named executive officers (“Non-PEO NEOs”) for the last four fiscal years calculated in accordance with the recently adopted Item 402(v) of Regulation S-K. Item 402(v). The table below also shows (i) the Company’s cumulative total stockholder return (or “TSR”), (ii) the TSR of the S&P 500 Healthcare Index, which we have used as our peer group for purposes of disclosure in the table below, (iii) the Company’s net income for the applicable fiscal year, and (iv) the Company’s performance with respect to a “company-selected measure” (or “CSM”) which in our assessment represents the single most important financial performance metric used to link compensation actually paid to our named executive officers for the most recently completed fiscal year to the Company’s performance. We selected Adjusted EBITDA as the CSM required for disclosure in the table below.


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


(1)The PEOs shown in the table above for each applicable fiscal year are as follows:

Year
PEOs
2023
Thomas Lam, M.D., M.P.H and Brandon K. Sim, M.S.
2022
Thomas Lam, M.D., M.P.H and Brandon K. Sim, M.S.
2021
Kenneth Sim, M.D., Thomas Lam, M.D., M.P.H and Brandon K. Sim, M.S.
2020
Kenneth Sim, M.D. and Thomas Lam, M.D., M.P.H

(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 table below provides 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 four fiscal years.

(3)The Non-PEO NEOs shown in the table above for each applicable fiscal year are as follows:



Year
Non-PEO NEOs
2023
Kenneth Sim, M.D., Chandan Basho, M.B.A., and Albert Young, M.D., M.P.H.
2022
Kenneth Sim, M.D., Chandan Basho, M.B.A., Albert Young, M.D., M.P.H., and Eric Chin
2021Eric Chin and Albert Young, M.D., M.P.H.
2020
Eric Chin, Brandon K. Sim M.S., Adrian Vazquez, M.D., and Albert Young, M.D., M.P.H.

(4)Pursuant to the SEC rules, total stockholder return, or TSR, reflects an initial investment of $100 on December 31, 2019.

(5)The peer group of the listed fiscal year consists of the S&P 500 Healthcare Index.

(6)The company selected measure is Adjusted EBITDA.

53


Summary Compensation Table to Compensation Actually Paid Reconciliation Table


PEO #1 Thomas S. Lam, M.D., M.P.H.
2023202220212020
Total Reported in Summary Compensation Table (SCT)$5,217,562 $1,487,709 $6,857,194 $2,515,142 
Less, Value of Stock & Option Awards Reported in SCT(1)
(3,253,500) (5,777,307)(1,450,003)
Plus, Year-End Value of Awards Granted in Fiscal Year That Are Unvested and Outstanding2,298,000  5,875,821 1,486,990 
Plus, Change in Fair Value of Prior Year Awards That Are Outstanding and Unvested171,330 (3,852,379)4,920,552 (67,429)
Plus, FMV of Awards Granted this Year That Vested this Year    
Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards That Vested this year(119,265)(3,555,529)4,213,850 (72,154)
Less, Prior Year Fair Value of Prior Year awards That Failed to Vest this year    
Plus, Dividends or Earnings Paid on Awards not Otherwise Reflected in Fair Value    
Compensation Actually Paid$4,314,127 $(5,920,199)$16,090,110 $2,412,546 

PEO #2 Brandon K. Sim, M.S.
202320222021
Total Reported in Summary Compensation Table (SCT)$14,311,250 $15,302,775 $9,006,157 
Less, Value of Stock & Option Awards Reported in SCT(1)
(12,499,943)(13,567,843)(7,816,831)
Plus, Year-End Value of Awards Granted in Fiscal Year That Are Unvested and Outstanding9,243,092 6,778,744 13,976,639 
Plus, Change in Fair Value of Prior Year Awards That Are Outstanding and Unvested1,821,347 (5,032,202) 
Plus, FMV of Awards Granted this Year That Vested this Year527,597   
Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards That Vested this year158,412 (2,484,213)370,154 
Less, Prior Year Fair Value of Prior Year awards That Failed to Vest this year   
Plus, Dividends or Earnings Paid on Awards not Otherwise Reflected in Fair Value   
Compensation Actually Paid$13,561,755 $997,261 $15,536,119 

54


PEO #3 Kenneth Sim, M.D.
20212020
Total Reported in Summary Compensation Table (SCT)$6,863,527 $2,521,773 
Less, Value of Stock & Option Awards Reported in SCT(1)
(5,777,307)(1,450,003)
Plus, Year-End Value of Awards Granted in Fiscal Year That Are Unvested and Outstanding5,875,819 1,486,991 
Plus, Change in Fair Value of Prior Year Awards That Are Outstanding and Unvested4,920,552 (67,429)
Plus, FMV of Awards Granted this Year That Vested this Year  
Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards That Vested this year4,213,850 (72,154)
Less, Prior Year Fair Value of Prior Year awards That Failed to Vest this year  
Plus, Dividends or Earnings Paid on Awards not Otherwise Reflected in Fair Value  
Compensation Actually Paid$16,096,441 $2,419,178 


Average NEOs
2023202220212020
Total Reported in Summary Compensation Table (SCT)$3,827,960 $1,667,352 $688,309 $685,422 
Less, Value of Stock & Option Awards Reported in SCT(1)
(2,617,300)(880,452)(205,730)(204,895)
Plus, Year-End Value of Awards Granted in Fiscal Year That Are Unvested and Outstanding1,818,867 524,690 652,802 107,514 
Plus, Change in Fair Value of Prior Year Awards That Are Outstanding and Unvested180,624 (956,215)