~~(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)Tax fees consist of various permissible tax compliance and tax 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.


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.
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.
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.

~~Vote Required~~

The affirmative vote of a majority of the votes cast on Proposal 2 at the 2023 Annual Meeting is required to ratify the Audit Committee’s appointment of Ernst & Young, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. A stockholder may vote “FOR,” “AGAINST” or “ABSTAIN” on this proposal. This proposal will pass, and the Audit Committee’s appointment of Ernst & Young, LLP as the Company’s independent registered public accountants for the year ending December 31, 2023 will be ratified, if the total votes cast “FOR” Proposal 2 exceed the total number of votes cast “AGAINST” Proposal 2. Brokerage firms and other nominees have the authority to vote uninstructed shares held by them in street name on this proposal. Broker non-votes and abstentions, if any, will not constitute votes cast and will accordingly have no effect on the outcome of the vote on this proposal.

~~Recommendation of the Board~~

THE BOARD RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AS SET FORTH ON THIS PROPOSAL 2.


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.
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.


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.
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.

CORPORATE GOVERNANCE

Code of Ethics and Other Governance Documents

We maintain a corporate governance page on our website at https://~~apollomed.net/~~ir.astranahealth.com/corporate-governance,, which includes information regarding the Company’s corporate governance practices. Our Code of Ethics ~~for Directors, Executive Officers~~(which applies to all of our officers, directors and ~~Other~~ ~~Employees~~ ~~(which, among others, covers our principal executive officer, principal financial officer, principal accounting officer, or controller, if any, or persons performing similar functions)~~employees), Audit Committee Pre-Approval Policy, Audit Committee Policy Regarding Complaint Procedures for Accounting and Auditing Matters, ~~Related-Party~~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 ~~Amended and~~ Restated Certificate of Incorporation, as amended, and Amended and Restated ~~Bylaws, as amended. Any changes~~Bylaws. We intend to ~~these documents and any waivers granted with respect~~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 ~~will be posted~~by posting such information on our ~~website.~~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: ~~Apollo Medical Holdings,~~Astrana Health, Inc. at, 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 ~~and a majority of its director nominees for election at the 2023 Annual Meeting~~ meet the independence requirements of the ~~NASDAQ~~Nasdaq Stock Market LLC (“~~NASDAQ”~~Nasdaq”). Based upon information requested from and provided by each director ~~or nominee~~ 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 ~~John Chiang, Matthew Mazdyasni~~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 ~~Weili Dai would qualify~~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 ~~“independent” as defined in NASDAQ Listing Rule 5605(a)(2)~~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.

Subject to certain exceptions, NASDAQ Listing Rule 5605(a)(2) provides that a director will only qualify as an “independent director” if, in the opinion of the Board, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and that a director cannot be an “independent” director if (a) the director is, or in the past three years has been, an employee of ours; (b) a member of the director’s immediate family is, or in the past three years has been, an executive officer of ours; (c) the director or a member of ~~the~~ director’s immediate family has received more than $120,000 per year in direct compensation from us within the preceding three years, other than for service as a director or benefits under a tax-qualified retirement plan or non-discretionary compensation (or, for a family member, as a non-executive employee); (d) the director or a member of the director’s immediate family is a current partner of our independent public accounting firm, or has worked for such firm in any capacity on our audit at any time during the past three years; (e) the director or a member of the director’s immediate family is, or in the past three years has been, employed as an executive officer of a company where one of our executive officers serves on the compensation committee; or (f) the director or a member of the director’s immediate family is an executive officer, partner, or controlling stockholder of a company that makes payments to, or receives payments from, us in an amount which, in any 12 month period during our past three fiscal years, exceeds the greater of 5% of the recipient’s consolidated gross revenues for that year or $200,000 (except for payments arising solely from investments in our securities or payments under non-discretionary charitable contribution matching programs). With respect to any relationship not covered above, the determination of whether the relationship is material, and therefore whether a director would be independent, will be made by those directors who satisfy the independence criteria set forth above.

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~~The~~ Board ~~also makes such independence determinations with respect~~Diversity

As part of our commitment to ~~its committees after taking into account~~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 additional independence standards for members of each such committee, as applicable, pursuant to the rules and regulations of the SEC and NASDAQ listing rules as currently in effect. In order to be considered an independent member of an audit committee under Rule 10A-3 of the Exchange Act, a committee member may not, other than in his or her capacity as a member of the audit committee, the Board, or any other committee of the Board, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the applicable company or any of its subsidiaries or otherwise be an affiliated person of the applicable company or any of its subsidiaries. Based upon information requested from and provided by each director who is table below.

~~currently~~ serving on a committee of the Board concerning his or her background, employment, and affiliations, including family relationships, the Board has affirmatively determined that each of its three standing committees consists solely of “independent” directors who meet NASDAQ Listing Rule 5605(a)(2) and all other applicable independence standards.

Board Diversity Matrix

(as of April 23, 2024)

Total Number of Directors

Female

Male

Non-Binary

Did Not Disclose Gender

Part I: Gender Identity

Directors

Part II: Demographic Background

African American or Black

Alaskan Native or Native American

Asian

Hispanic or Latinx

Native Hawaiian or Pacific Islander

White

Two or More Races or Ethnicities

LGBTQ+

Did Not Disclose Demographic Background

Board Meetings

The Board held ~~twelve~~nine meetings and acted by written consent ~~eight~~three times during ~~2022.~~2023. Each of our incumbent directors ~~except Ms. Estradas,~~ attended 75% or more of the aggregate number of meetings of the Board and the committees on which such director served ~~in 2022. We attempt to schedule each annual meeting of our stockholders at a time and date to accommodate attendance by~~during 2023. While directors~~taking~~ ~~into account the directors’ schedules. Directors~~ are encouraged to attend our annual meetings of stockholders, ~~but~~ the Board has not adopted a formal policy with respect to such attendance. ~~Six~~Four directors attended the Company’s ~~2022~~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 ~~and Lead Independent Director~~

~~Dr. Lam and Mr. Sim serve as our Co-Chief Executive Officers, while Dr. Sim serves as our Executive Chairman of the Board and Dr. Lam serves as a director.~~

~~Our Board has not taken a position on~~The Company believes that independent board oversight is an essential component of strong corporate performance. We also believe that the ~~desirability,~~decision as ~~a general matter,~~to whether the positions of ~~having two individuals~~Chairman and Chief Executive Officer should be combined or separated, and whether an executive or an independent director should serve as ~~Co-Chief Executive Officer. Rather, our~~the Chairman, should be based upon the circumstances facing the Company. Maintaining a flexible policy allows the Board ~~believes~~to choose the leadership structure that ~~decisions regarding~~best serves the ~~individuals most appropriate to fill these and other critical senior leadership positions are~~ ~~highly~~ ~~dependent on the specific circumstances~~interests of the Company and its ~~leadership~~stockholders at ~~the time of such decisions, including the availability of qualified candidates for the position and the specific talents and experience of the available candidates.~~ any particular time.~~The Board believes that the Company benefits from Dr. Lam’s long-standing experience in the healthcare industry, as well as senior-level management experience leading the Company.~~ 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, ~~benefits from Mr. Sim’s experience in the technology industry, as well as executive-level management experience leading companies.~~ ~~Accordingly,~~counterbalanced by an independent Board led by a Lead Independent Director and independent directors chairing each of the Board ~~believes that it~~committees, is in the best interests of the Company and its ~~stockholders for both individuals~~stockholders. In the Board’s view, separating the positions of Chief Executive Officer and Board chair allows our Chief Executive Officer to ~~serve as Co-Chief~~focus on our day-to-day business, while allowing the Executive ~~Officers.~~

~~The~~Chairman to lead the Board ~~believes that independent directors~~in its fundamental role of providing advice to and ~~management have different perspectives and roles~~oversight of management. Our Vice Chairman presides over Board meetings in the ~~development of~~event that the ~~strategic vision~~Executive Chairman is not present and ~~risk management of~~participates in the ~~Company. The Company’s independent directors provide experience, oversight,~~Board and ~~expertise from outside the Company and the Company’s industry, while the~~committee agenda review process. Having former Co-Chief Executive Officers ~~provide Company-specific experience and expertise. The Board believes that Dr. Sim is currently~~of the ~~director best situated to~~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 ~~he is the director most familiar with the Company’s business and industry and most capable of effectively identifying~~ well as their ability to identify

strategic priorities and ~~leading~~lead the ~~discussion~~Board’s discussions and execution of strategy.

~~The Board has designated independent director Mr. Kitayama as~~ At the same time, our Lead Independent ~~Director. Mr.~~Director, Mitchell Kitayama, ~~presides over executive sessions of the independent directors. As Lead Independent Director, Mr. Kitayama has duties and~~ ~~responsibilities, which include consulting~~works with the Executive Chairman ~~and Co-Chief Executive Officers regarding the~~to schedule and set the agenda for Board meetings, ~~acting~~acts as a liaison between the non-management directors as a group and management, and ~~discharging such other duties~~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 ~~responsibilities~~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 ~~determine from time~~be perceived to ~~time.~~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 ~~has allocated responsibilities for~~takes an active role in overseeing ~~risk associated with~~ the Company’s ~~business among~~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 ~~as a whole~~is assisted by its committees, each of which considers risks within its areas of primary responsibility and expertise and apprises the ~~committees~~full Board of ~~the Board.~~significant matters and management’s response. In performing ~~its~~the risk oversight function, the Board ~~is responsible for overseeing management’s development~~ and execution of appropriate business strategies to mitigate the risk that such strategies will fail to generate long-term value for the Company and its stockholders or that such strategies will motivate management to take excessive risks. The Board periodically reviews information regarding the Company’s financial, operational, and strategic risks, including risks related to the COVID-19 pandemic. Each of the three committees of the Board is responsible for overseeing the management of risks that fall within the committee’s areas of responsibility, including identifying, quantifying, and assisting management in mitigating risks. In performing this function, each committee has full access to management, as well as the ability to engage advisors. ~~As set forth in its charter, the Audit Committee is responsible~~The specific risk areas of focus for managing the Company’s major financial risk exposures and the steps management has taken to monitor and control those exposures. In addition, the Audit Committee is responsible for addressing risks associated with related-party transactions and concerns and complaints related to accounting and auditing matters. The Audit Committee provides regular updates to the entire Board. The Compensation Committee is responsible for overseeing the risk management related to the Company’s compensation plans and arrangements. The Nominating and Corporate Governance Committee manages risks associated with the independence of the Board and ~~overall effectiveness~~each of ~~the organization of the Board.~~its committees are summarized below.

~~Communications~~

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.

~~The following procedures~~ ~~have~~ ~~been established by the Board to facilitate communications between our stockholders and the Board:~~

•Stockholders and any interested parties may send correspondence to the Board or to any individual director, by mail to: Corporate Secretary, Apollo Medical Holdings, Inc., 1668 S. Garfield Avenue, 2nd Floor, Alhambra, California 91801, or by email to: ~~investors@apollomed.net~~.

•~~Communications will be distributed to the Board, or to any individual director or group of directors as appropriate, depending on the facts and circumstances outlined in the communications.~~

•~~Items that are unrelated to the duties and responsibilities of the Board may be excluded, such as:~~

•~~junk mail and mass mailings~~

•~~resumes and other forms of job inquiries~~

•~~surveys~~

•~~solicitations or advertisements.~~

In addition, any material that is unduly hostile, threatening, or illegal in nature may be excluded, provided that any communication that is filtered out will be made available to the Board or any director upon request.

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 ~~composition,~~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

Weili Dai

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

Mitchell W. Kitayama

Linda Marsh

Matthew Mazdyasni

David G. Schmidt

C = Chairperson

Audit Committee

~~The Audit Committee operates under a written charter, a copy of which is available on our website at~~ ~~https://apollomed.net/corporate-governance. The Audit Committee currently consists of David~~ ~~Schmidt (chairman), Matthew Mazdyasni, and John Chiang. The Board has determined that each of the members of the Audit Committee is an audit committee financial expert, as that term is defined in Item 407 of~~ ~~Regulation~~ S-K of the Exchange Act. The Board has determined that all members of the Audit Committee qualify as “independent” directors within the meaning of Rule 10A-3 under the Exchange Act and as defined under NASDAQ listing rules, as currently in effect and applicable to members of audit committees. As required by the Audit Committee charter, no Audit Committee member currently serves on audit committees of more than two other public companies. The Audit Committee met ~~five~~ ~~timesduring 2022.~~


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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The Audit Committee’s duties include monitoring and ensuring the integrity of our financial statements, compliance with legal and regulatory requirements, the qualifications and independence of our independent auditors, and the performance of our internal audit function and external auditors; preparing the report required to be prepared by the Audit Committee under the rules of the SEC for inclusion in our proxy statement; and overseeing our accounting and financial reporting processes and the audits of our financial results. In addition, the Audit Committee has responsibility for reviewing complaints about, and investigating allegations of, financial impropriety or misconduct. The Audit Committee is also responsible for engaging our independent registered public accounting firm and pre-approving audit and non-audit services performed by the firm in order to assure that the provision of such services does not impair their independence. To these ends, the Audit Committee has adopted an Audit Committee Pre-Approval Policy and an Audit Committee Policy Regarding Complaint Procedures for Accounting and Auditing Matters, which are available on our website. Please also see “~~Report of Audit Committee” below.~~

Compensation Committee

~~The Compensation Committee operates under a written charter, a copy of which is available on our website at~~ ~~https://apollomed.net/corporate-governance~~. The Compensation Committee currently consists of Mitchell Kitayama (chairman), David Schmidt, and John Chiang. The Board has determined that all members of the Compensation Committee qualify as “independent” directors as defined under NASDAQ listing rules, as a “non-employee director” as defined in Rule 16b-3(b)(3) under the Exchange Act and as an “outside director” as defined in Treasury Regulation 26 CFR § 1.162-27, implementing Section 162(m) of the Internal Revenue Code of 1986, as amended and currently in effect. The Compensation Committee acted by written consent ten times during 2022.

~~The Compensation Committee establishes the compensation and benefits of our executive officers and makes recommendations~~ to the Board regarding director compensation, including for membership on any committee of the Board. The Compensation Committee also administers our compensation plans, including our equity incentive plans.

In establishing executive and director compensation, the Compensation Committee seeks to provide compensation that is competitive in light of current market conditions and industry practices. Accordingly, the Compensation Committee ~~will~~ generally review market data from peer companies and information from nationally recognized published surveys, adjusted for size. The Compensation Committee then considers other factors, such as each executive officer’s individual expertise, experience, and performance, any retention concerns and relevant compensation trends in the marketplace, in making its final compensation determinations. The Compensation Committee has the authority to directly retain the services of independent consultants and other experts to assist in fulfilling its responsibilities. While members of our human resources and finance departments support the Compensation Committee in its work, our executive officers, in general, are not involved in determining the amount or form of executive and director compensation, but may from time to time make recommendations and provide feedback to the Compensation Committee. The Compensation Committee reviews the performance of each executive officer in light of the above factors and determines whether the executive officer should receive any increase in base salary, annual bonus award, or discretionary equity award based on such evaluation.


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

~~The Nominating and Corporate Governance Committee operates under a written charter, a copy of which is available on our website at~~ ~~https://apollomed.net/corporate-governance. The Nominating and Corporate Governance Committee currently consists of Mitchell~~ ~~Kitayama (chairman), David Schmidt, and Matthew Mazdyasni~~. All members of the Nominating and Corporate Governance Committee meet the independence requirements of NASDAQ. The Nominating and Corporate Governance Committee acted by written consent once during 2022. The principal ongoing functions of the Nominating and Corporate Governance Committee include developing criteria for selecting new directors, establishing and monitoring procedures for the receipt and consideration of director candidates recommended by management, stockholders, and others, considering and examining director candidates, recommending director nominations to the Board, developing corporate governance principles for the Company, overseeing the Company’s compliance with those principles, and establishing monitoring procedures for the receipt of stockholder communications directed to the Board, and periodically evaluating the Board to determine whether the Board and its committees are functioning effectively.


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.

17Evaluation 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. ~~The~~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,~~Board. The Nominating and Corporate Governance Committee strives to achieve a balance of backgrounds and perspectives on the Board and its ~~committees.~~committees and our commitment to diversity is

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. In selecting candidates, the Nominating and Corporate Governance Committee takes into account all factors it deems relevant, such as a candidate’s knowledge, experience, background, independence, possible conflicts of interest, and concerns for the long-term ~~interests~~ ~~of our stockholders.~~ 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 ~~nine~~ director nominees for election at the ~~2023~~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 ~~identified under~~described in the respective nominee’s biography inincluded above under “Background of Directors” ~~below.~~.

Board ~~Diversity~~Self-Evaluation

~~Our~~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 ~~is committed~~and may vary each year in order to ~~ensuring diversity in~~balance the ~~composition~~benefits of our Board, including diversity with respect to race and gender. We seek out candidates whose diversity of experience and perspective will help allow the board of directors to fulfill its responsibilities. In accordance with the new Nasdaq listing rules, the following table provides information regarding the diversity of our director nominees, as of ~~April 25, 2023~~.different approaches.

~~Board Diversity Matrix (As of April 25, 2023)~~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

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.

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~~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;~~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 ~~shareholder~~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 ~~shareholder~~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

InFor the year ended December ~~2020, APC purchased~~31, 2023, the Company has leases with a ~~50% interest~~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 ~~Tag-8 Medical Investment Group, LLC (“Tag 8”)~~operating lease right-of-use assets and ~~Tag-6 Medical Investment Group, LLC (“Tag 6”). In August 2022, APC purchased the remaining 50% interest~~$14.5 million in ~~Tag-8 and Tag 6 for $4.1 million and $4.9 million, respectively. Drs. Sim, Lam, and Young each owned 8%~~operating lease liabilities from certain lease agreements with properties that were spun-off as part of ~~both Tag 8 and Tag 6 before APC purchased the remaining 50%. Tag 8 has vacant land, which is in development to be a medical office building. Tag 6 leases its medical building to tenants.~~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, ~~(including NMM~~ and ~~APC) work~~AHMC have a risk-sharing agreement with ~~one or more~~certain AHMC ~~Healthcare~~ hospitals ~~in coordinating patient care, including by sharing~~to share the surplus and deficits of ~~risk pools with certain AHMC Healthcare hospitals pursuant to a risk-sharing agreement. During~~each of the hospital pools. Under this agreement, during the year ended December 31, ~~2022,~~2023, the Company recognized risk pool revenue ~~under this agreement~~ of ~~$50.5 million~~.$43.8 million. Health Source MSO provides administrative services in connection with the risk pool for which it ~~received~~receives a ~~fee~~management fee. The Company recognized revenue, net of ~~$0.5 million~~ ~~in 2022. Additionally, an entity, which is 100% owned by Ms. Marsh, receives compensation in the amount~~expenses, of ~~$25,000 per month (which is jointly paid by NMM~~$29.6 million from AHMC and ~~APC) for consulting services provided to NMM~~$0.4 million from HSMSO and ~~APC.~~incurred expenses of $0.3 million from Aurion.

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, ~~2022, NMM~~2023, the Company earned ~~approximately~~ $~~21.2~~16.7 million inmanagement 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 ~~and other professional services~~ to enrollees of certain healthcare service plans, the providers of which have contracted with ~~APC. Under such arrangement, NMM~~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 ~~approximately $1.8~~$2.1 million in management fees ~~for the twelve months ended~~ ~~December 31, 2022~~ from Arroyo Vista Family Health ~~Center~~.Center.

Dr. Sim and Dr. Lam each own approximately 9.6%, and Dr. ~~.Young~~Young owns approximately 8.0% of TAG-2 Medical Investment Group, LLC (“Tag-2”) d.b.a. Sunny Village Center). ~~During 2022, Tag-2 (dba~~In November 2023, the Company entered into a three-year promissory note with Sunny Village Care ~~Center)~~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, ~~to APC members,~~ which services were reimbursed by the Company to ~~Tag-2,~~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 ~~from~~of the ~~risk pool arrangement between AHMC Healthcare Inc. facilities and~~ APC ~~(the “AHMC risk pool”) in which APC shares financial responsibility.~~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. ~~During 2022,~~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,~~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 ~~from~~of the ~~AHMC risk pool in which~~ APC ~~shares financial responsibility.~~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 ~~sole owner of Advance Surgeons Medical Group (“ASMG”).~~ year ended December 31, 2023, the Company incurred approximately $1.3 million in expenses payable to Third Way Health for call center services.

During ~~2022, ASMG provided professional medical services~~the year ended December 31, 2023, Astrana paid approximately $9.8 million to ~~APC~~purchase Astrana’s stock from certain board members ~~which services were reimbursed by~~and paid $100.0 million to purchase Astrana’s stock from APC.

Dr. Lam is the ~~sole owner~~Chief Executive Officer, Chief Financial Officer, a director, and stockholder of ~~Thomas S. Lam, M.D., A Professional Corporation d.b.a Allied Gastroenterologist Group (the “Lam Professional Corporation”). During 2022,~~APC and Dr. ~~Lam provided professional medical services to APC members through the Lam Professional Corporation, which services were reimbursed by~~Kenneth Sim is Chairman, a director, and stockholder of APC.

~~BOARD OF DIRECTORS AND EXECUTIVE OFFICERS~~

~~BACKGROUND OF DIRECTORS~~

~~The following sets forth certain information concerning the nominees to the Board, all~~Because of ~~whom are incumbent directors~~corporate practice 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 tomedicine laws, the Company ~~and~~uses designated shareholder professional corporations, of which the ~~Board. There are no family relationships among our directors or executive officers, except that Brandon Sim, our Co-Chief Executive Officer is the son of Dr. Sim, Executive Chairman.~~

Name and Position Age Positions and Offices with the Company Director Since Independent
Kenneth Sim, M.D. 69 Executive Chairman 2017
Thomas S. Lam, M.D., M.P.H. 73 Co-Chief Executive Officer and President 2016
Mitchell W. Kitayama(2)(3)
66 Lead Independent Director 2017 X
David G. Schmidt(1)(2)(3)
75 Director 2013 X
Linda Marsh 73 Director 2019
John Chiang(1)(3)
60 Director 2019 X
Matthew Mazdyasni(1)(2)
66 Director 2019 X
J. Lorraine Estradas, R.N., B.S.N., M.P.H. 75 Director 2021
Weili Dai 61 Director 2021 X

~~(1)Member of the Audit Committee.~~

~~(2)Member of the Nominating and Corporate Governance Committee.~~

~~(3)Member of the Compensation Committee.~~

~~Kenneth Sim, M.D.~~ Dr. Sim has served as Executive Chairman of the Board since December 2017. He has also served as Co-Chief Executive Officer of the Company from September 2019 to November 2021, as a member of NMM’s board of directors since 2006, as Chairman of NMM’s board of directors since 2013 and as Chairman of APC’s board of directors since 2014. ~~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~~sole shareholder is a member of the ~~Governing Board of Directors at Alhambra Hospital Medical Center. He serves on~~Company’s key personnel, to engage in certain transactions and make intercompany loans from time to time. In addition, affiliates wholly owned by the ~~board of directors of the National Council of Asian Pacific Islander Physicians.~~ ~~As an entrepreneur, Dr. Sim founded “Healthcare City”~~Company’s key personnel, are reported in the ~~City~~Company’s consolidated statements of ~~Industry, California, which helped streamline~~income on a consolidated basis, together with the ~~healthcare process by providing outpatient health services at one location including a surgical center, senior wellness center, laboratory, radiology~~Company’s subsidiaries, and ~~urgent care.~~ ~~He received his bachelor’s degree in Biochemistry from~~therefore, the ~~University of California, Los Angeles (“UCLA”) and received his medical degree from the Autonomous University of Guadalajara~~Company does not separately disclose transactions between such affiliates and the ~~Loma Linda University School of Medicine.~~Company’s subsidiaries as related-party transactions.

Dr. Sim’s qualifications to serve on the Board include his over 33 years of experience as a practitioner, entrepreneur, and administrator in the medical industry, including his five years of operating experience as the Company’s Executive Chairman, his 12 years of experience prior to NMM’s business combination with the Company as a member of NMM’s board of directors and subsequent service as the chairman of NMM’s board of directors.

~~Thomas S. Lam, M.D., M.P.H.~~ Dr. Lam has served as a Board member since January 2016. Dr. Lam served as the Company’s Co-Chief Executive Officer from December 2017 to March 2019 and as the Company’s Chief Executive Officer from April 2019 to September 2019. He currently serves as the President and Co-Chief Executive Officer of the Company. Dr. Lam has also served as Chief Executive Officer of NMM since January 2006 and has been a member of NMM’s board of directors since 2005. Dr. Lam was the Chairman of the board of directors of APC from January 2006 to September 2014 and has been APC’s Chief Executive Officer since January 2006 and APC’s Chief Financial Officer since October 2014. Dr. Lam received a 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 over 28 years of experience as a practitioner, entrepreneur, and administrator in~~ ~~the~~ medical industry, including his four years of operating experience as a Chief Executive Officer of the Company and his 12 years of experience prior to NMM’s business combination with the Company as NMM’s chief executive officer and board member.

~~Mitchell W. Kitayama.~~ Mr. Kitayama has been the Lead Independent Director and 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 and as Managing Director of MMK & Associates, which advises financial institutions, medical groups, and private companies, since May 2009. From May 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 held various positions within the American Diabetes Association and currently serves on the Finance and Investment committees for the Ronald McDonald House Charities of Southern California.~~ ~~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.

~~David G. Schmidt.~~ Mr. Schmidt has been a Board member since May 2013. He has served since January 2011 as a principal of Schmidt & Associates, a consultancy practice that focuses on strategic planning and implementation in the healthcare industry. From April 2015 to June 2019, Mr. Schmidt served as Chief Executive Officer of the TPG-International Health Academy, which organizes trade missions for healthcare executives. From August 2002 to December 2010, he served as Chief Executive Officer and a director of SCAN Health Plan, a provider of Medicare Advantage plans. From 2000 to 2002, he served as Chief Executive Officer of Medicheck, which provided financial service management to healthcare organizations before being acquired. 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 B.A. in Economics from UCLA and an M.B.A. from the Anderson School of Management at UCLA. Prior to his healthcare experience, he held senior management roles at Avery Dennison and other manufacturing companies. He serves on the board of Beacon Healthcare Systems and was a founding board member of the SCAN Foundation, which is focused on long-term care in the United States.

~~Mr. Schmidt’s qualifications to serve on the Board include his over 40 years of experience in the healthcare industry, including his 12 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.

~~Linda Marsh~~. ~~Ms. Marsh has been a Board member since January 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 Inc. 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 is a board member of the Hospital Association of Southern California, Private Essential Access Community Hospitals, and 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 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.

~~John Chiang~~. Mr. Chiang has been a Board member since January 2019. He most recently 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 later worked as an attorney for the 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 Arts in finance from the University of South Florida and received his J.D. from Georgetown University Law Center.

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, a member of the Board of Equalization of the State of California and a board member of CalPERS and CalSTRS, two of the largest pension plans in the United States.

~~Matthew Mazdyasni~~. Mr. Mazdyasni has served as a Board member since September 2019. Mr. Mazdyasni currently provides consulting and advisory services to various companies (including the Company) and previously served as Executive Vice-President, Chief Administrative Officer, 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 for approximately $4.4 billion. Prior to joining HealthCare Partners in 1982, he worked for national and local public accounting firms. Mr. Mazdyasni was an active board member of several trade associations, including the American Physician Group (“APG”), previously known as CAPG, where he was a member of the Board of Directors and the Executive Committee of CAPG until 2014. He became the CAPG Chairman of its Board of Directors in 2004. Since retiring in February 2014, Mr. Mazdyasni continued as a board member of the APG Foundation. Mr. Mazdyasni has also distinguished himself as a mentor in health administration leadership. He was a preceptor to the University of Southern California’s Master of Health Administration program for more than 25 years and was named Preceptor of the Year for 2000-2001. Mr. Mazdyasni is a current member of the Health Advisory Board of USC Sol Price School of Public Policy. Mr. Mazdyasni holds a ~~Master~~ ~~of Science 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.

~~J. Lorraine Estradas~~, ~~R.N., B.S.N., M.P.H.~~ 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. Ms. Estradas also serves as a City Health Commissioner in Los Angeles, and as a Board member of the Alhambra Hospital Medical Center. Her experience includes hospital and community public health nursing at UCLA, the Eastern Los Angeles Regional Center for the Developmentally Disabled, the State of California Department of Health Services – Rural Health Farmworker Division, and Arroyo Vista Family Health Center. Ms. Estradas has a Bachelor of Science degree in Nursing, as well as a master’s degree in Public Health, both from UCLA.

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.

~~Weili Dai.~~ Ms. Dai is the cofounder of global semiconductor company Marvell Technology where she served as president and director until 2016. In 2018, Ms. Dai co-founded MeetKai, Inc., an AI-enabled personalized conversational search company, 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 preventative 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. Ms. Dai holds a B.S. 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.

~~BACKGROUND OF EXECUTIVE OFFICERS~~

~~The following sets forth the names, positions, ages, and other information regarding our executive officers as of April 28, 2023.~~

~~Name~~

~~Position~~

~~Age~~

~~Kenneth Sim, M.D.~~

~~Executive Chairman~~

~~Thomas S. Lam, M.D., M.P.H.~~

~~Co-Chief Executive Officer and President~~

~~Brandon Sim~~

~~Co-Chief Executive Officer~~

~~Chandan Basho~~

~~Chief Strategy Officer, Interim Chief Financial Officer, and Corporate Secretary~~

~~Albert Young, M.D., M.P.H.~~

~~Chief Administrative Officer~~

~~Kenneth Sim, M.D.~~ ~~and~~ ~~Thomas S. Lam, M.D., M.P.H.~~ ~~See “Background~~ ~~of Directors” above.~~

~~Brandon Sim.~~ Mr. Sim is the Co-Chief Executive Officer at ApolloMed, 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. Since joining ApolloMed in 2019, he has also served as Chief Operating Officer, Chief Technology Officer, and Vice President of Engineering. Prior to joining ApolloMed, 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 is a member of the board of directors of Cardio Diagnostics, where he serves as the chair of the nominating and corporate governance committee and is a member of the audit committee. He was also a member of the board of directors of Clinigence Health from 2021 to 2022. Mr. Sim received his Master of Science in Computer Science and Engineering and Bachelor of Arts in Statistics and Physics, Magna Cum Laude with High Honors, from Harvard University.

~~Chandan Basho.~~ Mr. Basho possesses 15 years of experience in strategy, finance, and operations at reputable healthcare companies, most recently having served as Vice President of Strategy and Corporate Development at Alignment Healthcare since 2018. From 2017 to 2018, Mr. Basho served as Chief Financial Officer at Alsana, a private equity-backed behavioral health company. From 2014 to 2017, Mr. Basho served in different positions at HealthCare Partners, a DaVita Medical Group company, including as Vice President of Strategy and Corporate Development leading strategy and development for the California market. From 2007 to 2014, Mr. Basho served in different capacities related to strategy and finance at DaVita Kidney Care, including as Director of Corporate Finance. Mr. Basho received a bachelor’s degree in Bioengineering from the University of California, Berkeley, and an MBA from the Wharton School at the University of Pennsylvania.

~~Albert Young, M.D., M.P.H.~~ Dr. Young has served as our Chief Administrative Officer since September 2019. He previously served as our Co-Chief Medical Officer from December 2017 to August 2019. Dr. Young has also served as the Chief Medical Officer of NMM since 2005, as a member of NMM’s board of directors since 2010, and as the Chief Medical Officer of APC from 2004 to ~~2019~~. Dr. Young received his undergraduate degree from West Virginia University and his medical degree from West Virginia University School of Medicine. He completed his internal medicine residency training at the Los Angeles County-University of Southern California Medical Center. Upon completing his residency training, Dr. Young completed a fellowship in pulmonary medicine at the Los Angeles County-University of Southern California Medical Center. As an advocate of general preventive medicine, Dr. Young also obtained a Master’s degree in Public Health from UCLA in 1998.

NON-EMPLOYEE DIRECTOR COMPENSATION

Non-employee director compensation in ~~2022~~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;

•~~Options to purchase shares~~Restricted stock awards that vest on December 9, 2024 (or if earlier, upon the date of the ~~Company’s common stock, which generally vest quarterly over a one-year period following~~Reporting Person's cessation of service on the ~~grant date, subject to the director’s continued service with the Company.~~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, ~~2022.~~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, ~~2022,~~2023, as executive officers of the Company is reflected in the Summary Compensation Table ~~below:~~below.


Name	Name	Fees Earned in Cash(1) ($)		Option Awards(2) ($)		All Other Compensation ($)		Total ($)		Name	Fees Earned in Cash(1) ($)	Restricted Stock Awards(2) ($)	All Other Compensation ($)	Total ($)
Mark Fawcett		$	45,000	$	199,070	$	—	$	244,070
Ernest A. Bates, M.D.(3)
John Chiang
Weili Dai
J. Lorraine Estradas, R.N., B.S.N., M.P.H.
Michael F. Eng(4)

Mitchell W. Kitayama
Mitchell W. Kitayama
Mitchell W. Kitayama
Linda Marsh
Matthew Mazdyasni
David G. Schmidt	David G. Schmidt	$	116,996	$	199,070	$	—	$	316,066
Mitchell W. Kitayama		$	129,996	$	199,070	$	—	$	329,066
Michael F. Eng(4)		$	92,004	$	199,070	$	—	$	291,074
Ernest A. Bates, M.D.		$	90,000	$	199,070	$	—	$	289,070
Linda Marsh		$	80,004	$	199,070	$	—	$	279,074
John Chiang		$	102,000	$	199,070	$	—	$	301,070
Matthew Mazdyasni		$	80,004	$	199,070	$	—	$	279,074
J. Lorraine Estradas, R.N., B.S.N., M.P.H.		$	—	$	—	$	—	$	—
Weili Dai		$	80,004	$	—	$	—	$	80,004

(1)The amounts reported in this column represent the total cash compensation earned in ~~2022~~2023 for service as a director.

(2)The ~~amounts reported~~amount shown in this column ~~represent~~reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, “Compensation - Stock Compensation.” The value shown of the ~~options to purchase shares~~stock awards is based on the fair market value of the Company’s common stock ~~granted in 2022 under~~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 ~~2015 Equity Incentive Plan, as calculated in accordance with Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. Assumptions used in~~common stock on the ~~calculation~~date of ~~these amounts are included in Note 2 to our audited financial statements included in our Annual Report on Form 10-K~~grant. The amount shown for the ~~year ended December 31, 2022. These amounts do~~stock award excludes the impact of estimated forfeiture related to service-based vesting conditions and may not ~~reflect~~correspond to the actual ~~economic~~ value that ~~may be realized~~is recognized by each officer upon the ~~non-employee director upon~~ vesting ~~or the exercise~~ of ~~the stock options, or the sale of the common stock underlying~~ such ~~options.~~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.

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.


	2023		2022
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 BOARD RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

PROPOSAL 3

ADVISORY VOTE ON EXECUTIVE COMPENSATION

WeThe 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. AsIn 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 ~~below~~ in ~~the “Executive Compensation” section of~~ this proxy statement in accordance with the ~~Compensation Committee has structured our executive~~ compensation ~~program to achieve the following key objectives:~~

•~~Attract and retain highly qualified and productive executives.~~

•~~Motivate executives to enhance our overall performance and profitability through the successful execution~~disclosure rules of the ~~Company’s short-term and long-term business strategies, with an emphasis on the long term.~~

•~~Align the long-term interests of our executives and stockholders through ownership of the Company’s common stock by executives and by rewarding stockholder value creation.~~

•~~Ensure that compensation opportunities are competitive.~~

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 ~~2023~~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.

~~Recommendation of the Board~~


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.

THE BOARD RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION PROGRAM FOR OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT AS SET FORTH IN THIS PROPOSAL 3.

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~~PROPOSAL 4~~INFORMATION ABOUT OUR EXECUTIVE OFFICERS

~~VOTE ON THE APPROVAL OF THE APOLLO MEDICAL HOLDINGS, INC. EMPLOYEE STOCK PURCHASE PLAN~~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.”

~~Overview~~

The Board has approved the Apollo Medical Holdings, Inc. Employee Stock Purchase Plan (the “ESPP”), subject to approval of the ESPP by our stockholders at the 2023 Annual Meeting. If the ESPP is approved by our stockholders, the Company will be authorized to offer eligible employees of the Company and its designated subsidiaries the ability to purchase shares of our common stock at a discount, subject to various limitations under the ESPP. The Board of Directors believes that the ESPP will promote broad-based ownership of our common stock by employees and will help to align the interests of ESPP participants with those of our stockholders.

The ESPP is designed to allow eligible employees of (and in some cases, consultants to) the Company and its designated subsidiaries to purchase shares of the Company’s common stock with accumulated payroll deductions. The ESPP is divided into two components: the “423 Component” and the “Non-423 Component.” The 423 Component is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”). The Non-423 Component is not intended to qualify under Section 423 of the Code and may be used to grant purchase rights to employees and consultants who may be designated by the ESPP administrator and who would not be eligible to participate in the 423 Component as a result of applicable restrictions under the Code.

The key terms of the ESPP are described in the summary below. A copy of the ESPP is attached to this proxy statement as Annex A. The summary is qualified in its entirety by reference to the complete text of the ESPP.

~~Summary of the ESPP~~

~~Administration~~

The ESPP will be administered by the Compensation Committee (the “Administrator”). Subject to the terms and conditions of the ESPP, the Administrator will have discretionary authority to administer and interpret the ESPP and to determine the terms and conditions of the offerings of the Company’s common stock to be made under the ESPP. Subject to applicable laws and regulations, the Administrator is authorized to delegate administrative authority under the ESPP to one or more officers of the Company or to other individuals or groups. The Administrator’s interpretation of any provision of the ESPP or of any rights thereunder will be conclusive and binding on all persons. No member of the Board or the Compensation Committee or any other individual exercising administrative authority with respect to the ESPP will be liable for any action or determination made in good faith with respect to the ESPP.

~~Share Reserve~~

The maximum number of shares of the Company’s common stock which will be authorized for issuance under the ESPP is 5,000,000 shares, subject to adjustment as described below. The shares reserved for issuance under the ESPP may be authorized but unissued shares, treasury shares, or shares from any other proper source.

~~Eligibility~~

Employees eligible to participate in the ESPP for a given offering generally include all employees who are employed by the Company or one of its designated subsidiaries for that offering. However, as permitted by Section 423 of the Code, the Administrator may provide that any of the following employees will be ineligible to participate in a given offering under the 423 Component: (i) employees with less than two years of service, (ii) employees who customarily work not more than 20 hours per week or not more than five months per calendar year, (iii) highly compensated employees, and (iv) certain non-U.S. employees. Eligibility for offerings under the Non-423 Component may be subject to these and other restrictions as determined by the Administrator, and the Administrator may also permit non-employee consultants to participate in offerings under the Non-423 Component. Further, an employee will not be eligible to participate in an offering if, immediately after the option to purchase stock in the offering otherwise would be granted, the employee would own (actually or constructively) 5% or more of the total combined voting power or value of all classes of stock of the Company, or of a subsidiary or parent corporation of the Company. If approved by our stockholders, approximately 1,050 employees and approximately 100 non-employee consultants would be eligible to participate in the ESPP.

~~Participation~~

Participants will enroll in the ESPP by completing an enrollment form authorizing the deduction of a whole percentage of at least 1% but not more than 25% of their eligible compensation (generally, base salary and cash incentive bonus payments) otherwise payable during an offering. The Administrator is also authorized to permit employees to enroll in the ESPP by electing to have a fixed dollar amount of compensation. All accumulated payroll deductions will be credited to a notional account and applied to the purchase of shares on the exercise date of the offering.

However, no employee may be granted purchase rights under the 423 Component that would permit the employee to purchase shares of the Company’s common stock with a fair market value of more than $25,000 (determined at the time the purchase right is granted) under the 423 Component (and any other “employee stock purchase plans” of the Company and its subsidiaries and parent corporations) during any calendar year. In addition, a participant may not purchase more than 920 shares in each offering (or any lesser maximum number that may be determined by the Administrator).

~~Offering~~

Under the ESPP, participating employees will be granted the right to purchase shares of the Company’s common stock at a discount during a series of successive offerings. Unless and until otherwise determined by the Administrator, each offering period will be a six-month period beginning on the first day of a calendar quarter and ending on the last day of the next succeeding calendar quarter. However, in no event may any single offering period be longer than 27 months.

The purchase price for each offering will be established by the Administrator, provided that in no event will the purchase price established by the Administrator for any offering be less than the lower of (i) 85% of the closing price per share of the Company’s common stock on the first trading day of the offering period, or (ii) 85% of the closing price per share on the exercise date, which will occur on the last trading day of each offering period. On the Record Date, the closing price of the Company’s common stock was $36.48 per share.

The Administrator’s determinations regarding offerings under the ESPP, including the length of those offerings, the component of the ESPP under which those offerings are made and the purchase price of shares acquired in those offerings may be changed by the Administrator as provided in the ESPP, and in any case, the Administrator’s determinations are subject to the approval of the ESPP by the Company’s stockholders.

Unless a participant has withdrawn from participation in the ESPP before the exercise date of the applicable offering, the participant will be deemed to have exercised the participant’s purchase right in full as of such exercise date. Upon exercise, the participant will purchase the number of whole shares (and/or fractional shares, as determined by the Administrator) that the participant’s accumulated payroll deductions will buy at the purchase price, subject to the limitations described above.

A participant may cancel his or her payroll deduction authorization and withdraw from the offering at any time prior to the end of the offering. Upon withdrawal, the participant will receive a refund of the participant’s notional account balance in cash without interest. If a participant withdraws from an offering, the participant may not later re-enroll in the same offering, but the participant may (if eligible) enroll in any later offering under the ESPP. If a participant wants to increase or decrease the rate of payroll withholding, the participant may do so effective for the next offering by submitting a new enrollment form before the offering for which the change is to be effective, at such time and in such manner as provided by the Administrator.

A participant may not transfer any rights under the ESPP other than by will or the laws of descent and distribution. During a participant’s lifetime, purchase rights under the ESPP shall be exercisable only by the participant. The ESPP is unfunded, and all funds received by the Company under the ESPP may be combined with other corporate funds and used for any corporate purpose, unless otherwise required by applicable law.


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.
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.

~~Adjustments~~


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.
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.

In the event of any stock split, reverse stock split, stock dividend, combination or reclassification of the common stock, spin-off, or other similar change in capitalization or event, the number and class of shares approved under the ESPP, the purchase price for an offering, and the maximum number of shares which a participant may elect to purchase in any single offering will be adjusted to prevent dilution or enlargement of the rights of ESPP participants. If the Company is liquidated or dissolved, the Administrator may provide that purchase rights under the ESPP will convert into the right to receive liquidation proceeds (net of the purchase price). In connection with a merger with or into another corporation, a sale of all or substantially all of our assets or common stock, or any other transaction in which the owners of our voting power immediately before the transaction do not hold a majority following the transaction, the Administrator may take any of the following actions, or do any combination thereof: (i) determine that each outstanding purchase right will be assumed or an equivalent purchase right substituted by the successor corporation or the parent or subsidiary of the successor corporation; (ii) upon written notice to participants, provide that all outstanding purchase rights will become exercisable to the extent of accumulated payroll deductions as of a specified date that is more than 10 days before the effective date of the applicable corporate transaction; (iii) upon written notice to participants, provide that all outstanding purchase rights will be canceled and accumulated payroll deductions will be returned to participants; or (iv) if the applicable transaction provides for cash payments to the holders of the Company’s common stock, provide for cash payments to participants in amounts based on the per-share amount of such cash payments to the stockholders.

~~Amendment and Termination~~

~~The Board may amend, suspend or terminate the ESPP at any time, subject to stockholder approval where required by applicable law.~~

~~U.S. Federal Income Tax Consequences~~

The following is a general summary of certain United States federal income tax consequences related to the purchase of shares under the ESPP. This summary deals with general federal income tax principles under currently applicable law and is provided only for general information. Other taxes, such as state, local and foreign income taxes and federal employment taxes, are not discussed in this summary. In any event, this summary is not intended as tax advice to ESPP participants, who should consult their own tax advisors regarding the tax consequences of participation in the ESPP.

~~Tax Consequences of the 423 Component~~

The 423 Component of the ESPP is intended to qualify as an “employee stock purchase plan” under the provisions of Section 423 of the Code. Accordingly, under the applicable Code provisions for Section 423 employee stock purchase plans, no income will be taxable to a participant until the sale or other disposition of the shares purchased under the 423 Component. This means that an employee will not recognize taxable income upon being granted a purchase right under the ESPP or upon the purchase of shares. However, any shares acquired under the 423 Component will be purchased using after-tax compensation (meaning that the participant will recognize as ordinary income an amount equal to any compensation withheld for purposes of purchasing shares under the 423 Component). Upon a sale or disposition of shares purchased under the 423 Component, however, the participant will be subject to tax in an amount that depends upon the length of time the shares are held by the participant prior to disposing of them.

If the shares acquired under the 423 Component of the ESPP are sold or disposed of more than two years from the date of grant and more than one year from the date of purchase, or if the participant dies while holding the shares (sometimes called a “qualifying disposition”), the participant (or the participant’s estate) generally will recognize compensation taxable as ordinary income in an amount equal to the lesser of (i) the excess of the fair market value of the shares at the time of such sale or disposition (or death) over the purchase price, or (ii) an amount equal to the applicable discount from the fair market value of the shares as of the date of grant. The Company will not be entitled to a federal income tax deduction for any compensation income recognized by the participant in a qualifying disposition. Any additional gain recognized by the participant in such a qualifying disposition will be treated as long-term capital gain. If the shares are held for the holding periods described above but are sold in a qualifying disposition for a price that is less than the purchase price, there is no ordinary income and the participating employee generally would have a long-term capital loss for the difference between the purchase price and the sale price.

If shares acquired under the 423 Component of the ESPP are sold or otherwise disposed of before the expiration of the holding periods described above (sometimes called a “disqualifying disposition”) at a price that is more than the purchase price, the participant will recognize compensation taxable as ordinary income in an amount equal to the excess of the fair market value of the shares on the date the participant purchased the shares under the 423 Component over the purchase price; and (ii) the participant’s employer generally will be entitled to a tax deduction for compensation expense in the amount of ordinary income recognized by the participant (subject to any applicable limitations on such deductions). Any additional gain on such sale or disposition will be long-term or short-term capital gain, depending on how long the shares were held following the date they were purchased by the participant prior to disposing of them. If the shares are sold or otherwise disposed of in a disqualifying disposition at a price that is less than the purchase price, the participant will recognize ordinary income equal to the excess of the fair market value of the shares on the date the participant purchased the shares under the 423 Component over the purchase price (and the Company will generally be entitled to a corresponding deduction, subject to any applicable limitations on deductions), but the participant generally will have a capital loss equal to the difference between the sales price of the shares and the fair market value of the shares on the purchase date. The deductibility of any losses realized by participants under the 423 Component may be subject to limitations under applicable law.

~~Tax Consequences of the Non-423 Component~~

The Non-423 Component is not intended to qualify as an “employee stock purchase plan” for purposes of Section 423 of the Code, and participants in the Non-423 Component therefore will not be eligible for the special tax treatment provided to participants in the 423 Component pursuant to 423 of the Code.

A participant who elects to purchase shares of the Company’s common stock under the Non-423 Component generally will recognize as ordinary income at the time of purchase the amount of the purchase price discount attributable to the participant’s purchased shares. [Any shares acquired under the Non-423 Component will be purchased using after-tax compensation (meaning that the participant also will recognize as ordinary income an amount equal to any compensation withheld for purposes of purchasing shares under the Non-423 Component). To the extent that a participant recognizes ordinary income in the circumstances described above, the participant’s employer generally will be entitled to a corresponding deduction (subject to any applicable limitations on such deductions).

Upon subsequent sale of shares of common stock purchased under the 423 Component, the difference between the sale price and the Participant’s basis in the shares (generally, the fair market value on the date the shares were purchased) generally will be treated as a capital gain or loss, and will be long-term or short-term, depending on whether the shares are held for more than one year from the date the shares were purchased. The deductibility of any losses realized by participants under the Non-423 Component may be subject to limitations under applicable law.

~~New Plan Benefits~~

Participation in the ESPP is voluntary and dependent on each eligible employee’s (or consultant’s) election to participate, as well as the level of payroll deductions elected by each participant. As a result, future benefits under the ESPP cannot be determined at this time.

~~Registration with the SEC~~

Promptly following approval of the ESPP by our stockholders, the Company intends to file a Registration Statement with the SEC relating to the shares of the Company’s common stock reserved for issuance under the ESPP.

~~Vote Required for Approval~~

The affirmative vote of the majority of shares present or represented by proxy at the 2023 Annual Meeting and entitled to vote on the matter is required for approval of the ESPP. Abstentions, if any, count as a vote against this proposal. Broker non-votes will have no effect on the result of the vote on this proposal.

~~Recommendation of the Board~~

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE APOLLO MEDICAL HOLDINGS, INC. EMPLOYEE STOCK PURCHASE PLAN (THE “ESPP”). OUR BOARD HAS APPROVED AND ADOPTED THE ESPP, SUBJECT TO STOCKHOLDER APPROVAL. ACCORDINGLY, THE ESPP WILL BECOME EFFECTIVE AS OF THE DATE ON WHICH IT IS APPROVED BY OUR STOCKHOLDERS.

EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors of ~~Apollo Medical Holdings,~~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 ~~2022,~~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:


Name						Position
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.

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.

◦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.


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

What We Do

What We Don’t Do

Place heavy emphasis on variable compensation

No hedging or pledging (without prior written approval of the CEO)

Maintain a clawback policy

No option backdating or repricing

Hold an annual say-on-pay vote

No excessive perquisites

Maintain a Compensation Committee of independent directors

No excise tax gross ups

Engage an independent compensation consultant

No guaranteed incentives

Hold annual compensation risk assessments

No “single trigger” severance payments upon a change in control

Maintain stock ownership guidelines

No repricing of stock options without stockholder approval

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.~~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.

~~The~~Principal Elements of Compensation

Our compensation philosophy is supported by the following principal elements of our executive compensation program are base salaries, discretionary cash bonus awards, equity award grants, and other benefits and perquisites. Our benefits and perquisites consist of life, disability, and health insurance benefits and a qualified 401(k) savings plan.compensation:


Compensation Element	How It’s Paid	Purpose
Base Salary	Cash (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

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.

~~Determination of Compensation Awards~~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 ~~our Co-Chief~~the Chief Executive ~~Officers,~~Officer, the Compensation Committee considers recommendations from our ~~Co-Chief~~Chief Executive ~~Officers~~Officer and Executive Chairman. When determining compensation for our Chief Executive Officer (formerly our Co-Chief Executive ~~Officers~~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~~Officer’s) and the Executive Chairman’s contributions made during the preceding year, and his respective industry expertise.

~~Review~~ The Chief Executive Officer and Executive Chairman do not participate in the deliberations of ~~Compensation Surveys~~

~~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. As a result,~~ the Compensation Committee ~~from time to time, reviews broad-based third-party surveys and other information collected from public and private sources~~ regarding ~~the compensation for executive officers of comparably sized companies. The~~ ~~Compensation~~ Committee considers the information in these surveys in connection with establishing the base salaries, performance-compensation awards, equity awards, and other benefits and perquisites for our named executive officers.their own compensation.

~~The Compensation~~ ~~Committee~~ does not believe that the compensation of our named executive officers should be established solely by reference to the compensation programs of other companies or that the compensation of our named executive officers should be set as a specified percentageRole of the ~~average compensation that is paid to executive officers of other companies. However, the~~Independent Compensation Committee believes that collecting and reviewing this compensation survey information is a useful resource in providing information about current compensation practices and in confirming that the Company’s executive compensation program remains competitive.Consultant.

~~Role of Compensation Consultant~~

For ~~2022,~~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 ~~2022.~~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.


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.

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.

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:


Name	2022 Base Salary	2023 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.

~~CEO Pay Ratio~~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%

~~As required by applicable SEC rules, we are providing~~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 ~~information about~~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 ~~relationship~~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 ~~annual total~~ ~~compensation~~ ~~paid~~named executive officers to drive our success during a volatile period within the ~~median employee~~value-based care sector, and the ~~annual total compensation~~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 ~~our Co-Chief Executive Officers, Dr. Lam and Mr. Sim.~~

~~For 2022, our last~~ ~~completed~~ ~~fiscal year,~~ the ~~median of the annual total worldwide compensation of our employees (other than our Co-Chief Executive Officers) was~~ ~~$45,839. As reported~~named executive officers are listed in the Summary Compensation ~~Table, the annual total compensation of Dr. Lam and Mr. Sim was $1,487,709 and~~ ~~$15,302,775, respectively.~~Table.

~~Based on this information, for 2022, 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~~ 32 to 1 and 334 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, 2022, our employee population consisted of~~ ~~1,360~~ ~~individuals, excluding our Co-Chief Executive Officers. This population consisted of full-time and part-time employees employed with us during the period.~~

3338

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 ~~annual total compensation~~end of our median employee, we identified and calculated the elements of that employee’s compensation for 2022 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of ~~$45,839~~.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 ~~the annual total compensation~~2023, other named executive officers were granted performance equity based on similarly challenging financial milestones to that of Mr. Sim, and ~~Dr. Lam, who were each serving as our Co-Chief Executive Officers on December 31, 2022, we used~~included additional quantitative goals tailored to their respective roles. The grants made to the ~~amounts reported for 2022~~named executive officers in 2023 are set forth in the ~~“Total” column~~Grants of ~~the Summary Compensation Table included in this proxy statement.~~Plan-Based Awards and Outstanding Equity Awards tables that follow.

~~Annual Cash and Stock-Based Bonus Awards~~OTHER PRACTICES, POLICIES & GUIDELINES

~~During each fiscal year, the Compensation Committee evaluates our bonus compensation practices in light of the objectives of the~~ ~~compensation~~ program. As a result of this evaluation, the Compensation Committee determined that it was appropriate for our executive officers to be eligible to receive cash and/or stock-based bonus compensation based upon their individual performance during 2022.Stock Ownership Guidelines

~~Executive Officers’ Benefits~~The Board believes that it is important to promote the alignment of the interests of executives and ~~Perquisites~~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

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 ~~provide~~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 ~~opportunity for our named~~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 ~~executives~~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 ~~certain perquisites and general health~~ ~~and~~ ~~welfare benefits and participate~~prior approval from the Corporate Secretary prior to engaging in ~~our defined contribution 401(k) plan. We provide these benefits~~transactions in the Company’s securities. The Insider Trading Policy also sets forth mandatory guidelines that apply to ~~create additional incentives for our~~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 ~~remain competitive in~~conform to best practices with respect to the ~~general marketplace for executive talent.~~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, who are~~Officers), as the compliance ~~officers~~officer responsible for the administration of the ~~policy:~~policy

•purchasing the Company’s securities on margin;

•pledging Company securities;

•short sales;

•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

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, ~~2021,~~ and ~~2020,~~2021, respectively:

Name and Principal Position

Year
Salary
($)
Bonus
($)

Stock Awards(1)
($)

Option Awards (1)
($)

All Other Compensation
($)
Total
($)
Kenneth Sim, M.D. 2022 $ 950,000 $ 450,000 (4) $ — $ — $ 94,015 (12)(13) $ 1,494,015
Executive Chairman 2021 $ 950,000 $ — $ 4,661,541 $ 1,115,766 $ 136,220 (12)(14) $ 6,863,527
2020 $ 950,000 $ 100,000 $ 1,160,003 $ 290,000 $ 21,770 (12) $ 2,521,773
Thomas Lam, M.D., M.P.H. 2022 $ 950,000 $ 450,000 (4) $ — $ — $ 87,709 (12)(13) $ 1,487,709
Co-Chief Executive 2021 $ 950,000 $ — $ 4,661,541 $ 1,115,766 $ 129,887 (12)(14) $ 6,857,194
Officer and President 2020 $ 950,000 $ 100,000 $ 1,160,003 $ 290,000 $ 15,139 (12) $ 2,515,142
Brandon Sim 2022 $ 670,000 (2) $ 1,000,000 (4) $ 13,567,843 (7) $ — $ 64,932 (15) $ 15,302,775
Co-Chief Executive 2021 $ 364,423 $ 750,000 (5) $ 5,587,518 (8) $ 2,229,313 $ 74,903 (15) $ 9,006,157
Officer 2020 $ 124,039 $ 600,000 (6) $ 709,984 (9) $ — $ 12,708 (15) $ 1,446,731
Chandan Basho 2022 $ 195,000 $ 385,000 (4) $ 3,308,377 $ 213,431 $ 1,419 (17) $ 4,103,227
Interim Chief Financial
Officer and Corporate
Secretary
Albert Young, M.D., M.P.H. 2022 $ 400,000 $ 150,000 (4) $ — $ — $ 23,673 (12)(13) $ 573,673
Chief Administrative 2021 $ 400,000 (3) $ — $ — $ — $ 53,726 (12)(14) $ 453,726
Officer 2020 $ 366,945 $ 8,101 $ 34,611 (11) $ — $ 6,991 (12) $ 416,648
Eric Chin 2022 $ 139,579 $ — $ — $ — $ 358,912 (16) $ 498,491
Chief Financial Officer 2021 $ 348,077 $ — $ 371,555 (10) $ 39,905 $ 63,355 (16) $ 822,892
and Corporate Secretary 2020 $ 300,000 $ 100,000 (6) $ 74,984 (11) $ — $ 24,246 (16) $ 499,230


Name and Principal Position	Year	Salary ($)			Bonus ($)			Stock Awards(1) ($)			Option Awards (1) ($)		All Other Compensation ($)			Total ($)
Kenneth Sim, M.D.	2023	$	950,000		$	1,000,000	(2)	$	3,253,500	(3)	$	—	$	20,100	(4)	$	5,223,600
Executive Chairman	2022	$	950,000		$	450,000	(5)	$	—		$	—	$	94,015	(4)	$	1,494,015
	2021	$	950,000		$	—		$	4,661,541		$	1,115,766	$	136,220	(4)	$	6,863,527

Thomas Lam, M.D., M.P.H.	2023	$	950,000		$	1,000,000	(2)	$	3,253,500	(3)	$	—	$	14,062	(6)	$	5,217,562
Vice Chairman	2022	$	950,000		$	450,000	(5)	$	—		$	—	$	87,709	(6)	$	1,487,709
	2021	$	950,000		$	—		$	4,661,541		$	1,115,766	$	129,887	(6)	$	6,857,194

Brandon K. Sim, M.S.	2023	$	712,308	(7)	$	1,087,500	(2)	$	12,499,943	(8)	$	—	$	11,499	(9)	$	14,311,250
Chief Executive Officer	2022	$	670,000	(10)	$	1,000,000	(5)	$	13,567,843	(11)	$	—	$	64,932	(9)	$	15,302,775
	2021	$	364,423		$	750,000	(12)	$	5,587,518	(13)	$	2,229,313	$	74,903	(9)	$	9,006,157

Chandan Basho, M.B.A.	2023	$	415,385	(14)	$	675,000	(2)	$	4,598,401	(15)	$	—	$	8,720	(16)	$	5,697,506
Chief Financial Officer	2022	$	195,000		$	385,000	(5)	$	3,308,377		$	213,431	$	1,419	(16)	$	4,103,227
and Corporate Secretary

Albert Young, M.D., M.P.H.	2023	$	400,000		$	150,000	(2)	$	—		$	—	$	12,773	(17)	$	562,773
Chief Administrative	2022	$	400,000		$	150,000	(5)	$	—		$	—	$	23,673	(17)	$	573,673
Officer	2021	$	400,000	(18)	$	—		$	—		$	—	$	53,726	(17)	$	453,726

(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 ~~Grant~~Grants of Plan-Based Awards in ~~2022~~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)~~Per Mr. Sim's employment agreement dated June 8, 2020, base salary is subject for annual increases. On August 2, 2022, Mr. Sim’s annual salary was increased to $670,000 effective for the 2022 year.~~Reflects bonus awarded in 2023; cash payment received in 2024.

(3)~~Per Dr. Young's employment agreement dated June 8, 2020, base salary is subject for annual increases. On August 3, 2020, Dr. Young’s annual salary~~The restricted stock award of $1,084,500 was ~~increased to $400,000 effective for the 2021 year.~~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.

~~(5)~~(8)~~Reflects bonus awarded~~The restricted stock award of $4,499,977 was granted in ~~2021; cash payment received~~recognition of performance in ~~2022~~2022. The restricted stock award of $7,999,966 was granted with pre-established performance goals.

~~(6)~~(9)Reflects ~~bonus awarded~~$4,699 in ~~2020;~~2023, $7,293 in 2022 and $6,772 in 2021 for health, dental, and life insurance premiums paid for applicable year; cash payment ~~received~~of $51,538 in ~~2021.~~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.

~~(7)~~(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 ~~$8,771,137 was~~$8,771,137was granted with pre-established performance ~~conditions.~~goals.

~~(8)~~(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.

~~(9)~~(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 ~~2019 and~~2022. The restricted stock award of $2,298,436 was ~~not based on any~~granted with pre-established performance goals.

~~(10)The restricted stock award was granted in recognition of performance in 2020.~~

~~(11)~~The number of shares of such restricted stock award granted on February 5, 2020 were as follows: Mr. Chin — 4,073 restricted shares with a grant date fair value of $74,984; Dr. Young — 1,880 restricted shares with a grant date fair value of $34,611.

~~(12)~~(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 ~~applicable year.~~Company's 401(k) matching contribution; $90 in 2023 for work from home reimbursement.

~~(13)~~(17)~~Dr. Sim received cash payment of $73,077~~Reflects $12,659 in 2023, $6,750 in 2022 ~~for unused paid time off. Dr. Lam received cash payment of $73,077~~and $6,755 in ~~2022 for unused paid time off. Dr. Young received cash payment of $16,923 in 2022 for unused paid time off.~~

~~(14)Dr. Sim received cash payment of $115,210 in~~ 2021 ~~for unused paid time off. Dr. Lam received cash payment of $115,210 in 2021 for unused paid time off. Dr. Young received cash payment of $46,971 in 2021 for unused paid time off.~~

~~(15)Reflects $7,293 in 2022, $6,772 in 2021 and $7,008 in 2020~~ for health, dental, and life insurance premiums paid for applicable year; cash payment of ~~$51,538~~$16,923 in 2022 and ~~$62,331~~$46,971 in 2021 for unused paid time off; ~~$6,100~~$114 in ~~2022, $5,800 in 2021~~2023 for work from home and ~~$5,700 in 2020 relating to the Company’s 401(k) matching contribution.~~commuting reimbursement.

~~(16)~~(18)~~Reflects $2,812 in 2022, $6,772 in 2021 and $7,007~~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 ~~for health, dental, and life insurance premiums paid~~of $366,000 to $400,000 effective for the ~~applicable year; cash payment of $50,784 in~~ 2021 ~~and $11,538 in 2020 for unused paid time off; $6,100 in 2022, $5,800 in 2021 and $5,700 in 2020 relating to the Company’s 401(k) matching contribution; $350,000 in 2022 relating to separation pay.~~

~~(17)Reflects $1,400 in 2022 for medical waiver of health and dental insurance premiums paid for applicable~~ 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.

3644

Grants of Plan-Based Awards in ~~2022~~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 ~~2022:~~2023:

Name Grant Date Stock Awards: Number of Shares of Stock (#) Option Awards: Number of Shares of Stock Underlying Options (#) Exercise or Base Price of Option Awards ($/Share)
Grant Date Fair Value of Stock and
Option Awards(1)
($)
Brandon Sim 06/27/2022 307,071 (2) — $ — $ 12,374,961
11/04/2022 31,433 (3) — $ — $ 1,192,882
Chandan Basho 04/14/2022 — 12,217 (4) $ 41.59 $ 213,431
04/14/2022 76,939 (5) — $ — $ 3,308,377
Eric Chin 05/20/2022 2,726 (6) — $ — $ 98,436


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

(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 ~~value~~amount shown ofin this column for Mr. Basho also includes the ~~option awards reflects the~~incremental fair value of $298,625, as computed in accordance with FASB ASC Topic 718, attributable to the ~~non-qualified~~modification of Mr. Basho’s outstanding restricted stock ~~options granted~~awards on May 16, 2023, the date that the Compensation Committee approved changes to ~~each officer~~the number of restricted shares and ~~is computed using~~ the ~~Black-Scholes option-pricing model value. Assumptions used in the calculation of the option awards are included in Note 13~~previously-established performance goals applicable to ~~our consolidated financial statements included in our Annual Report on Form 10-K, filed with the SEC on March 1, 2023.~~those awards.

(2)Of the ~~307,071~~90,000 restricted stock awards, ~~108,560 reflects~~30,000 of the shares of restricted stock ~~awarded with time-based restrictions that lapse~~shall vest in four equal annual installments beginning on ~~June 27, 2023, June 27, 2024, June 27,~~a date during the first quarter of 2025 ~~and June 27, 2026.~~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 ~~2021~~2022 and 2023 and was not based on any pre-established performance goals. ~~198,511~~The remaining 60,000 restricted stock awards reflects restricted stock awarded ~~with~~subject to the achievement of a pre-established performance goal. The shares of restricted stock shall, based ~~conditions.~~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 on before December 31, 2024.~~performance-based conditions.

(3)Of the ~~31,433~~380,053 restricted stock awards, ~~11,113 reflects restricted stock awarded with time-based restrictions that lapse~~136,819 of the shares shall vest in ~~four~~eight equal semi-annual installments, beginning on ~~June 27, 2023, June 27, 2024, June 27, 2025, and June 27, 2026.~~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 ~~2021~~2022 and was not based on any pre-established performance goals. ~~20,320 restricted stock awards reflects restricted stock awarded with~~The remaining 243,234 shares shall vest upon achievement of certain pre-established performance ~~based conditions.~~goals. Vesting is contingent on the officer’s continued employment with the Company through the applicable vesting date and achievement of ~~performance based conditions on before December 31, 2024.~~performance-based conditions.

(4)~~Reflects non-qualified stock options granted to Mr. Basho. Options vested on start date of April 14, 2022.~~

~~(5)~~Of the ~~76,939~~130,732 restricted stock awards, ~~28,853 reflects restricted stock awarded with time-based restrictions that lapse~~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 ~~equal~~(as nearly as possible) annual installments, beginning on ~~April 14, 2023, April 14, 2024, April 14, 2025 and April 14, 2026.~~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. ~~48,086 restricted stock awards reflects restricted stock awarded with~~The remaining 60,803 shares shall vest upon achievement of certain pre-established performance ~~based conditions.~~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~~performance-based conditions.

~~(6)The restricted stock awards granted reflects restricted stock awarded with a vesting date of the grant date.~~

3745

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, ~~2022:~~2023:

OPTION AWARDS (1)
STOCK AWARDS
Name Grant Date Number of Shares of Stock Underlying Unexercised Options — Exercisable Number of Shares of Stock Underlying Unexercised Options — Unexercisable Option Exercise Price ($/Share) Option Expiration Date Number of Shares of Stock That Have Not Vested
(#)
Market Value of Shares of Stock That Have Not Vested (2)
($)
Kenneth Sim, M.D. 11/02/2021 9,834 19,668 $ 71.45 11/2/2026 — —
11/02/2021 — — — — 43,495 1,287,017
12/10/2020 19,668 9,834 $ 17.78 12/10/2025 — —
12/10/2020 — — — — 21,747 643,494
12/30/2019 28,046 — $ 18.65 12/30/2024 — —
Thomas S. Lam, M.D., M.P.H. 11/02/2021 9,834 19,668 $ 71.45 11/2/2026 — —
11/02/2021 — — — — 43,495 1,287,017
12/10/2020 19,668 9,834 $ 17.78 12/10/2025 — —
12/10/2020 — — — — 21,747 643,494
12/30/2019 28,046 — $ 18.65 12/30/2024 — —
Brandon Sim 11/04/2022 — — — — 31,433 930,102
06/27/2022 — — — — 307,071 9,086,231
11/02/2021 18,162 36,324 $ 80.00 11/2/2026 — —
11/02/2021 — — — — 28,301 837,427
03/08/2021 — — — — 29,583 875,361
02/03/2021 10,667 10,667 $ 23.24 2/2/2026 — —
02/03/2021 — — — — 23,605 698,472
Chandan Basho 04/14/2022 12,217 — $ 41.59 4/14/2025 — —
04/14/2022 — — — — 76,939 2,276,625


		OPTION AWARDS (1)						STOCK AWARDS
Name	Grant Date	Number of Shares of Stock Underlying Unexercised Options — Exercisable	Number of Shares of Stock Underlying Unexercised Options — Unexercisable		Option Exercise Price ($/Share)		Option Expiration Date	Number of Shares of Stock That Have Not Vested (#)		Market Value of Shares of Stock That Have Not Vested (2) ($)
Kenneth Sim, M.D.	12/15/2023	—	—		—		—	90,000	(3)	3,447,000
	11/02/2021	19,668	9,834	(4)	$	71.45	11/2/2026	—		—
	11/02/2021	—	—		—		—	21,748	(5)	832,948
	12/10/2020	29,502	—		$	17.78	12/10/2025	—		—
	12/30/2019	28,046	—		$	18.65	12/30/2024	—		—

Thomas S. Lam,	12/15/2023	—	—		—		—	90,000	(3)	3,447,000
M.D., M.P.H.	11/02/2021	19,668	9,834	(4)	$	71.45	11/2/2026	—		—
	11/02/2021	—	—		—		—	21,748	(5)	832,948
	12/10/2020	29,502	—		$	17.78	12/10/2025	—		—
	12/30/2019	28,046	—		$	18.65	12/30/2024	—		—

Brandon K. Sim,	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
	11/02/2021	36,324	18,162	(9)	$	80.00	11/2/2026	—		—
	11/02/2021	—	—		—		—	14,151	(10)	541,983
	02/03/2021	21,334	—		$	23.24	2/2/2026	—		—

Chandan Basho,	05/16/2023	—	—		—		—	103,372	(11)	3,959,148
M.B.A.	04/14/2022	12,217	—		$	41.59	4/14/2025	—		—
	04/14/2022	—	—		—		—	21,640	(12)	828,812

(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, ~~2022.~~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

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.

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, ~~2022.~~2023.


Name	Name	Number of Options Exercised (1)	Value realized upon Exercised(2) ($)		Number of Shares Acquired Vesting	Value Realized upon Vesting(3) ($)		Name	Number of Options Exercised	Value realized upon Exercise ($)	Number of Shares Acquired Vesting	Value Realized upon Vesting(1) ($)
Kenneth Sim, M.D.	Kenneth Sim, M.D.	—	—		63,942	$	2,160,619
Thomas S. Lam, M.D., M.P.H.	Thomas S. Lam, M.D., M.P.H.	—	—		63,942	$	2,160,619
Brandon Sim		—	—		67,337	$	3,191,514
Chandan Basho		—	—		—	$	—
Eric Chin		3,103	$	92,438	18,199	$	883,072
Brandon K. Sim, M.S.
Chandan Basho, M.B.A.
Albert Young, M.D., M.P.H.	Albert Young, M.D., M.P.H.	—	—		627	$	30,391


			Page
IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING			6
PROPOSAL 1 - ELECTION OF DIRECTORS			10
BACKGROUND OF DIRECTORS			11
CORPORATE GOVERNANCE			15
DIRECTOR COMPENSATION			25
PROPOSAL 2 - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			1226
~~CORPORATE GOVERNANCE~~			14
~~BOARD OF DIRECTORS AND EXECUTIVE OFFICERS~~			20
~~BACKGROUND OF DIRECTORS~~			20
~~BACKGROUND OF EXECUTIVE OFFICERS~~			24
~~DIRECTOR COMPENSATION~~			25
PROPOSAL 3 - ADVISORY VOTE ON EXECUTIVE COMPENSATION			26
~~PROPOSAL 4 - VOTE ON EMPLOYEE STOCK PURCHASE PLAN~~			27
BACKGROUND OF EXECUTIVE ~~COMPENSATION~~OFFICERS			3228
EXECUTIVE COMPENSATION ~~COMMITTEE REPORT~~			3230
COMPENSATION COMMITTEE REPORT			30
COMPENSATION DISCUSSION AND ANALYSIS OVERVIEW			3230
COMPENSATION TABLES AND RELATED NARRATIVE			35
~~COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION~~			41
~~PAY V. PERFORMANCE~~			42
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			51
CEO PAY RATIO			52
PAY V. PERFORMANCE			53
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			4558
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS			4659
~~DELINQUENT SECTION 16(A) REPORTS~~ PROPOSAL 4 - APPROVAL OF THE ASTRANA HEALTH, INC. 2024 EQUITY INCENTIVE PLAN			4861
~~AUDIT COMMITTEE REPORT~~PROPOSAL 5 - APPROVAL OF AN AMENDMENT TO THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION TO REFLECT NEW DELAWARE LAW PROVISIONS REGARDING OFFICER EXCULPATION			4969
DELINQUENT SECTION 16(a) REPORTS			72
AUDIT COMMITTEE REPORT			73
ANNUAL REPORT ON FORM 10-K			5074
STOCKHOLDER PROPOSALS			5174
OTHER MATTERS			75
ANNEX A 2024 EQUITY INCENTIVE PLAN			76
ANNEX B EXCULPATION AMENDMENT			88
ANNEX C ADJUSTED EBITDA RECONCILIATION			89


TIME AND DATE		Wednesday, June 12, 2024 at 10:00 a.m., Pacific Time
PLACE	1668 S. Garfield Avenue, 3rd Floor Conference Room, Alhambra, California 91801
RECORD DATE	April 23, 2024
ATTENDANCE	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, 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.


~~Proposal 3: Vote, on an Advisory Basis, on Named Executive Officer Compensation~~	In voting with regard to the non-binding advisory vote on the compensation program for our named executive officers as disclosed in the proxy statement, stockholders may vote in favor of such proposal or against such proposal or may abstain from voting. The vote required to approve Proposal 3 is the affirmative vote of a majority of the shares present or represented by proxy at the ~~2023~~ ~~Annual Meeting and~~ entitled to vote on the ~~matter. Because our Series A~~proposal is required to approve this proposal.	Abstentions and Series B preferred stock is held by a wholly owned subsidiary of the Company and thus is not entitled to vote, only shares of our common stock, issued and outstanding as of the Record Date, are entitled to vote on this proposal. Abstentionsbroker non-votes will have the same effect as votes “against” the proposal. Brokers do not have discretionary authority to vote on this proposal. Broker non-votes, therefore, will have no effect on the proposal as brokers are not entitled to vote on such proposals in the absence of voting instructions from the beneficial owner.
~~Proposal 4: Vote on the Approval of Apollo Medical Holdings, Inc. Employee Stock Purchase Plan (the “ESPP”)~~	In voting with regard to the vote on the ESPP, stockholders may vote in favor of such proposal or against such proposal or may abstain from voting. The vote required to approve Proposal 4 is the affirmative vote of a majority of the shares present or represented by proxy at the ~~2023~~ Annual Meeting and entitled to vote on the matter. Because our Series A and Series B preferred stock is held by a wholly owned subsidiary of the Company and thus is not entitled to vote, only shares of our common stock, issued and outstanding as of the Record Date, are entitled to vote on this proposal. Abstentions will have the same effect as votes “against” the proposal. Brokers do not have discretionary authority to vote on this proposal. Broker non-votes, therefore, will have no effect on the proposal as brokers are not entitled to vote on such proposals in the absence of voting instructions from the beneficial owner.


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.
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.


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


____________________________________________________________________________________________


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.	$	—	$	—	$	—	$	—	$	—


Year	Year	Summary Compensation Table Total For PEO - Thomas S. Lam, M.D., M.P.H				Compensation Actually Paid to PEO-Thomas S. Lam, M.D., M.P.H (1)		Summary Compensation Table Total For PEO - Brandon Sim				Compensation Actually Paid to PEO- Brandon Sim (1)				Average Summary Compensation Table Total For Non-PEO NEOs (2)				Average Compensation Actually Paid To Non-PEO NEOs (1)(2)				Value of Initial Fixed td00 Investment Based on:								Net Income (In thousands)
														AMEH TSR (3)				Russell 3000 Index TSR (3)(4)				S&P 500 healthcare Index TSR (3)(4)
Year																																				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 td00 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
2022	2022			$	1,487,709					$	(5,920,199)			$	15,302,775			$	997,261			$	1,667,352			$	(547,541)			$	161	$	123	$	87		$	49,049
2021	2021	$	6,857,194			$	16,090,110	$	9,006,157			$	15,536,119			$	2,060,036			$	4,601,838			$	399	$	152	$	143			$	73,858
2020	2020	$	2,515,142			$	2,412,548	$	1,446,731			$	1,564,858			$	834,413			$	789,118			$	99	$	121	$	113			$	37,866


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


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
2021						Eric 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.


	Year	Total Per Compensation Summary		Deduct: RSA Granted in Current Year		Deduct: Stock Options granted in CY (1)		Year-Over-Year Increase (Decrease) in Fair Value as of Year End of Unvested Awards Granted (1)(2) (3)		Increase (Decrease) From Prior Year End in Fair Value of Awards That Vested During the Year (1)(4)		Total ($)
PEO #1	2022	$	1,487,709	$	—	$	—	$	(3,852,379)	$	(3,555,529)	$	(5,920,199)
Thomas S. Lam, M.D., M.P.H	2021	$	6,857,194	$	(4,661,541)	$	(1,115,766)	$	10,796,373	$	4,213,850	$	16,090,110
	2020	$	2,515,142	$	(1,160,003)	$	(290,000)	$	1,419,563	$	(72,154)	$	2,412,548

PEO #2	2022	$	15,302,775	$	(13,567,843)	$	—	$	1,746,542	$	(2,484,213)	$	997,261
Brandon Sim	2021	$	9,006,157	$	(5,587,518)	$	(2,229,313)	$	13,976,639	$	370,154	$	15,536,119
	2020	$	1,446,731	$	(709,984)	$	—	$	407,147	$	420,964	$	1,564,858

Average NEOs	2022	$	1,667,352	$	(827,094)	$	(53,358)	$	(431,525)	$	(902,916)	$	(547,541)
	2021	$	2,060,036	$	(1,258,274)	$	(288,918)	$	2,991,986	$	1,097,007	$	4,601,838
	2020	$	834,413	$	(317,400)	$	(72,500)	$	360,618	$	(16,013)	$	789,118


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

Compensation Actually Paid	$	4,314,127	$	(5,920,199)	$	16,090,110	$	2,412,546


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

Compensation Actually Paid	$	13,561,755	$	997,261	$	15,536,119


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

Compensation Actually Paid	$	16,096,441	$	2,419,178


Most Important Financial
Performance Measures
Adjusted EBITDA
Revenue


___________________


___________________


Name of Beneficial Owner	Name of Beneficial Owner	Shares of Common Stock Beneficially Owned(1)		Percent of Class(1)		Name of Beneficial Owner		Shares of Common Stock Beneficially Owned(1)							Percent of Class(1)
More Than 5% Stockholder	More Than 5% Stockholder
Allied Physicians of California, A Professional Medical Corporation	Allied Physicians of California, A Professional Medical Corporation	10,299,259		17.90	%
Allied Physicians of California, A Professional Medical Corporation
Allied Physicians of California, A Professional Medical Corporation								7,132,698			(2)				[•]
1668 S. Garfield Avenue, 2nd Floor Alhambra, California 91801	1668 S. Garfield Avenue, 2nd Floor Alhambra, California 91801
BlackRock, Inc.	BlackRock, Inc.	6,514,440	(2)	11.32	%
55 East 52nd Street, New York, New York 10055
BlackRock, Inc.
BlackRock, Inc.								6,498,075			(3)				[•]
50 Hudson Yards, New York, New York 10001
The Vanguard Group
The Vanguard Group
The Vanguard Group	The Vanguard Group	4,438,955	(3)	7.71	%		5,049,928		(4)	(4)				[•]
100 Vanguard Boulevard, Malvern, Pennsylvania 19355	100 Vanguard Boulevard, Malvern, Pennsylvania 19355

Directors and Executive Officers:	Directors and Executive Officers:

Directors and Executive Officers:

Directors and Executive Officers:
Kenneth Sim, M.D.
Kenneth Sim, M.D.
Kenneth Sim, M.D.	Kenneth Sim, M.D.	1,077,966	(4)	1.87	%		1,252,876		(5)	(5)				[•]
Thomas S. Lam, M.D., M.P.H.	Thomas S. Lam, M.D., M.P.H.	1,391,634	(5)	2.41	%	Thomas S. Lam, M.D., M.P.H.		1,566,545			(6)	(6)			[•]
Brandon K. Sim, M.S.						Brandon K. Sim, M.S.		1,611,918			(7)				[•]
Albert Young, M.D., M.P.H.	Albert Young, M.D., M.P.H.	1,184,749		2.06	%	Albert Young, M.D., M.P.H.		1,184,749			(14)	(14)			[•]
Brandon Sim		846,898	(6)	1.47	%
Chandan Basho		19,430	(7)	*
Chandan Basho, M.B.A.						Chandan Basho, M.B.A.		169,308			(8)				[•]
Dinesh Kumar, M.D.						Dinesh Kumar, M.D.		150,395								[•]
Linda Marsh	Linda Marsh	102,000	(8)	*		Linda Marsh		105,650			(9)	(9)			[•]
David G. Schmidt	David G. Schmidt	90,409	(9)	*		David G. Schmidt		88,659			(10)	(10)			[•]
Mitchell W. Kitayama	Mitchell W. Kitayama	50,409	(10)	*		Mitchell W. Kitayama		49,659			(11)	(11)			[•]
Ernest A. Bates, M.D.		47,000	(11)	*
John Chiang	John Chiang	41,115	(12)	*		John Chiang		45,865			(12)	(12)			[•]
Matthew Mazdyasni	Matthew Mazdyasni	28,500	(13)	*		Matthew Mazdyasni		33,250			(13)	(13)			[•]
J. Lorraine Estradas, R.N., B.S.N., M.P.H.	J. Lorraine Estradas, R.N., B.S.N., M.P.H.	—		*		J. Lorraine Estradas, R.N., B.S.N., M.P.H.		—					[•]				[•]
Weili Dai	Weili Dai	—		*		Weili Dai		3,650					[•]				[•]

All Executive Officers and Current Directors as a Group (13 persons)	All Executive Officers and Current Directors as a Group (13 persons)	4,880,110	(14)	8.46	%
All Executive Officers and Current Directors as a Group (13 persons)
All Executive Officers and Current Directors as a Group (13 persons)								6,262,524			(15)				[•]


Plan Category	Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants, and Rights		Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights(1)		Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans
Equity compensation plans approved by stockholders		1,689,117	⁽²⁾	$	25.88	1,050,916	⁽³⁾
Equity compensation plans approved by security holders
Equity compensation plans approved by security holders
Equity compensation plans approved by security holders									504,241	(2)	$	34.03			5,421,634	(3)
Equity compensation plans not approved by security holders								Equity compensation plans not approved by security holders	—				$	—		459,541	(4)

Total	Total	1,689,117				1,050,916
Total
Total


Feature			Description
Reasonable Share Reserve			The total number of shares that may be issued pursuant to awards granted under the 2024 Plan will be limited to 2,100,000 shares.
Responsible Share Counting Provisions			The 2024 Plan does not permit “liberal share recycling.” Only awards that are cancelled, forfeited or paid only in cash can be added back to the 2024 Plan’s share reserve. Shares withheld to satisfy a tax withholding obligation or pay the exercise price of a stock option will not be added back to the 2024 Plan’s share reserve, and neither will any shares repurchased by the Company using stock option proceeds.
Minimum Vesting Periods			The 2024 Plan generally requires that awards be granted with a minimum vesting period of at least one year for full vesting of the award (or, for non-employee directors, a period of at least 50 weeks ending on the date of the next annual meeting of stockholders). However, 5% of the total number of shares authorized for issuance under the 2024 Plan may be used without imposing this minimum vesting requirement.
Director Compensation Limit			The 2024 Plan includes an annual limit on compensation of our non-employee directors (other than our Chair and Vice Chair). Specifically, the aggregate grant date fair value of all awards granted to a non-employee director (other than a Chair or Vice Chair of the Board) under the 2024 Plan during any single fiscal year, together with any cash compensation earned by that non-employee director during the fiscal year, may not exceed $750,000.
No “Liberal” Change of Control Definition			The 2024 Plan does not include a “liberal” change of control definition, which means that a change of control must actually occur in order for the change of control provisions of the 2024 Plan to apply.
Double-Trigger Vesting			The 2024 Plan provides that, in the event of a change of control, awards generally will vest on a “double-trigger” basis. That is, if the awards are assumed or substituted by the acquiring or surviving company, they generally will continue to be subject to the original vesting schedule, except that vesting generally will accelerate as provided in the 2024 Plan in the event of a qualifying termination of employment within two years after the change of control. If awards are not assumed or substituted by the acquiring or surviving company, they generally will become vested upon the change of control as provided in the 2024 Plan.
No Repricing of Stock Options or SARs Without Stockholder Approval			The 2024 Plan does not permit the “repricing” of stock options or stock appreciation rights without stockholder approval. This includes repricing by exchange for cash or a new or different type of award.
Clawback Policy			Awards granted under the 2024 Plan will be subject to recovery (or “clawback”) of our compensation recovery policy as in effect from time to time.
No Discounted Stock Options or SARs			The 2024 Plan does not permit the use of “discounted” stock options or stock appreciation rights, which means that such awards must be granted with an exercise price or base price at least equal to the fair market value of a share on the date of grant.
Administered by an Independent Committee			The 2024 Plan generally will be administered by the compensation committee. However, the Board will approve awards to non-employee members of the Board. The compensation committee and the Board may also delegate authority under the 2024 Plan as permitted by applicable law.


	Contingent PBRSUs
	Dollar Value ($)(1)		Number of Units (#)(1)
Brandon K. Sim, M.S., Chief Executive Officer and President	$	7,370,000	175,226
Chandan Basho, M.B.A., Chief Operating Officer and Chief Financial Officer	$	1,340,000	31,859
Kenneth Sim, M.D., Executive Chairman	—		—
Thomas Lam, M.D., M.P.H., Vice Chairman	—		—
Albert Young, M.D., M.P.H., Chief Administrative Officer	—		—
All current executive officers, as a group	$	8,710,000	207,085
All current directors who are not executive officers, as a group	—		—
All current employees who are not executive officers, as a group	—		—


THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE EXCULPATION AMENDMENT.


Reconciliation of Net Income to EBITDA and Adjusted EBITDA
	For the twelve months ended
$ in millions	2023			2022			2021			2020

Net income	$	57.8		$	45.7		$	46.1		$	122.1
Interest expense	16.1			7.9			5.4			9.5
Interest income	(14.2)			(2.0)			(1.6)			(2.8)
Provision for income taxes	32.0			40.9			31.7			56.3
Depreciation and amortization	17.7			17.5			17.5			18.4
EBITDA(1)	109.5			110.1			99.1			203.5

(Income) loss from equity method investments	(5.1)			(5.7)		(5)	5.3		(5)	(0.3)		(5)
Gain on sale of equity method investment	—			—			(2.2)			—
Other, net	6.2		(2)	3.3		(3)	(1.7)		(4)	(0.5)		(4)
Stock-based compensation	22.0			16.1			6.7			3.4
APC excluded assets costs	14.0			16.2		(5)	26.4		(5)	(103.3)		(5)

Adjusted EBITDA(1)	$	146.6		$	140.0		$	133.5		$	102.8