Girish Venkatachaliah
About Girish Venkatachaliah
Girish Venkatachaliah, age 52, has served as Chief Technology Officer (CTO) of agilon health since January 2021; his background spans AI/ML and data platforms leadership at Frazier Healthcare Partners, Decision Resources Group, athenahealth, and IBM’s Data & AI cloud offerings, with degrees in Electrical Engineering (Bangalore University), Computer Science (UNLV), Engineering Management (Santa Clara University), and an MBA (UC Berkeley/Columbia) . Company performance during his tenure shows challenged TSR and profitability: agilon’s $100 initial investment stood at $8.26 by 2024; Net Income was $(260,101) thousand and Company-selected measure Adjusted EBITDA was $(154,215) thousand in 2024; 2023 Net Income was $(262,803) thousand and Adjusted EBITDA $(95,001) thousand .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Frazier Healthcare Partners | Partner, Data & AI (Growth Buyout) | Jul 2020–Jan 2021 | Led data/AI strategy in PE context |
| Decision Resources Group | Chief Technology & Product Officer | Sep 2019–Apr 2020 | Directed healthcare analytics product/technology |
| athenahealth, Inc. | VP Data Strategy, Analytics & AI/ML | Jul 2017–Sep 2019 | Led strategy, research, product and engineering for AI/ML |
| IBM (International Business Machines) | VP Product Development, Data & AI (Watson ML Platform) | Prior to 2017 | Oversaw cloud Data & AI offerings including Watson ML |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed as public-company directorships | — | — | Not identified in proxy; he is not a director of AGL |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $350,000 | $350,000 | $425,000 |
| Target Bonus (%) | 75% of base (employment agreement) | 75% of base (employment agreement) | 75% of base (employment agreement) |
| Non-Equity Incentive Paid ($) | $268,538 | $0 (committee exercised negative discretion for 2023 pool) | $119,531 (50% plan funding; 75% individual factor) |
| Total Compensation ($) | $1,646,767 | $2,880,218 | $2,560,893 |
Performance Compensation
2024 Annual Incentive Plan (AIP) – Design and Outcomes
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Adjusted EBITDA | 55% | $15M | $(154M) | Below threshold |
| Growth – Existing Market Membership | 5% | 518,000 | 527,000 | Above target |
| Growth – New Market Membership | 10% | 37,000 | 35,000 | Below target |
| Experience – Gaps Closed & PCP Touchpoints | 10% | 32/46 Passing | 29/46 Passing | Below target |
| Quality – CCR & AR Blended Rate | 10% | 93% | 93% | At target |
| Culture | 10% | Discretionary | N/A | Discretionary |
| Medical Margin Modifier | ±15% | $500M | $205M | −15% modifier |
| Individual Result (CTO) | — | — | — | 75% factor applied; final cash incentive $119,531 |
PSUs Granted in 2022 – Three-Year Performance (2022–2024) and Payout
| Metric | Weighting | Threshold (50%) | Target (100%) | Max (200%) | Actual | Payout (% of target) |
|---|---|---|---|---|---|---|
| Revenue ($M) | 50% | 9,637 | 10,708 | 13,920 | 13,072 | 174% |
| 2022 Adjusted EBITDA ($M) | 50% | 245 | 306 | 367 | (136) | 0% |
| Overall PSU Payout | 100% | — | — | — | — | 87% (50/50 weighting) |
2024 Long-Term Incentives (new awards)
| Award Type | Grant Date | Quantity / Structure | Vesting | Grant-date Fair Value ($) |
|---|---|---|---|---|
| Stock Options | 4/15/2024 | 184,502 @ $4.46 exercise | 4 equal annual tranches from 1st anniversary | $500,000 |
| RSUs | 4/15/2024 | 112,108 shares | 4 equal annual tranches from 1st anniversary | $500,000 |
| PSUs | 4/15/2024 | 112,108 (Tgt); 50–200% payout range | 3-year performance, revenue & Adj. EBITDA, each 50% weighting | $1,000,003 |
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Beneficially Owned | Percent of Shares Outstanding |
|---|---|---|
| Girish Venkatachaliah | 378,738 | <1% (based on 412,999,684 shares outstanding) |
Stock Ownership, Hedging/Pledging, Clawback, Guidelines
- Stock Ownership Guidelines: All other executive officers must hold 2x annual base salary; 100% of shares acquired from awards must be held until guidelines met .
- Hedging and Pledging: Company policy prohibits hedging or monetization transactions and pledging of agilon securities by employees, officers, or directors .
- Clawback: Board-adopted policy to recover incentive compensation tied to financial metrics for three years preceding a required restatement, per SEC/NYSE rules .
Outstanding Equity Awards at FY2024 Year-End (CTO)
| Award | Quantity | Status | Exercise Price ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| Stock Options | 37,500 | Exercisable | 14.62 | 1/28/2031 | 25% per year from 1/13/2021 |
| Stock Options | 12,500 | Unexercisable | 14.62 | 1/28/2031 | 25% per year from 1/13/2021 |
| Stock Options | 37,500 | Exercisable | 29.24 | 1/28/2031 | 25% per year from 1/13/2021 |
| Stock Options | 12,500 | Unexercisable | 29.24 | 1/28/2031 | 25% per year from 1/13/2021 |
| Stock Options | 83,271 | Exercisable | 23.00 | 4/14/2031 | 25% per year from 4/14/2021 |
| Stock Options | 27,757 | Unexercisable | 23.00 | 4/14/2031 | 25% per year from 4/14/2021 |
| Stock Options | 13,878 | Exercisable | 23.00 | 4/14/2031 | 25% per year from 4/14/2021 |
| Stock Options | 4,626 | Unexercisable | 23.00 | 4/14/2031 | 25% per year from 4/14/2021 |
| Stock Options | 17,832 | Exercisable | 23.07 | 4/14/2032 | 25% per year from 4/14/2022 |
| Stock Options | 17,832 | Unexercisable | 23.07 | 4/14/2032 | 25% per year from 4/14/2022 |
| Stock Options | 9,492 | Exercisable | 28.46 | 4/14/2033 | Annual installments from 4/14/2023 |
| Stock Options | 28,479 | Unexercisable | 28.46 | 4/14/2033 | Annual installments from 4/14/2023 |
| Stock Options | 184,502 | Unexercisable | 4.46 | 4/14/2034 | 4 equal annual tranches from 4/14/2025 |
| Equity Award | Unvested Quantity | Market Value ($) at 12/31/2024 |
|---|---|---|
| RSUs (legacy) | 1,360 | $2,584 |
| RSUs (legacy) | 5,419 | $10,296 |
| RSUs (legacy) | 16,471 | $31,295 |
| RSUs (2024 grant) | 112,108 | $213,005 |
| PSUs (legacy) | 43,922 | $83,452 |
| PSUs (2024 grant target) | 224,216 | $426,010 |
Note: Market values reflect the $1.90 closing price on 12/31/2024 used for year-end valuations; option exercise prices listed above exceed $1.90 at year-end, implying no intrinsic value at that date .
2024 Realizations (Vesting/Exercising)
| Category | Shares | Value ($) |
|---|---|---|
| Options Exercised | — | — |
| Stock Awards Vested | 18,986 | $65,222 |
Employment Terms
- Agreement: No fixed term; terminable at any time by either party .
- Severance (without “cause”): 12 months base salary plus target annual incentive (paid over 12 months), conditioned on release of claims; amounts quantified as $425,000 salary and $318,750 target incentive ($743,750 total) if terminated 12/31/2024 .
- Change-in-Control Vesting: No automatic acceleration unless awards are not assumed/replaced; if assumed, double-trigger acceleration upon termination without “cause” or for “good reason” within 12 months post-CIC; PSUs vest at target in that scenario .
- Base Salary: $425,000 (2024), with AIP target bonus 75% of base .
Compensation Committee Analysis
- Committee Composition and Meetings (2024): Compensation & Human Capital Committee chaired by Diana McKenzie; members include Silvana Battaglia; 6 meetings in 2024 .
- Shareholder Feedback: 2024 say-on-pay approval was ~93.4% .
- Discretionary Actions: Committee exercised negative discretion to zero out 2023 bonuses; for 2024, funded plan at 50% for NEOs to mitigate retention risk; CEO payout aligned to formula at 28.7%; CTO individual factor set at 75% .
Investment Implications
- Alignment and retention: Material unvested RSUs/PSUs with multi-year vesting and performance linkage support retention; committee’s 2024 discretionary AIP funding underscores perceived retention risk after a zero 2023 payout .
- Selling pressure: No option exercises in 2024 and most option strikes well above the $1.90 year-end stock price suggest limited near-term option-driven selling; RSU vesting (18,986 shares) represents potential supply but is modest relative to beneficial ownership .
- Performance linkage: PSUs weight revenue and Adjusted EBITDA equally; 2022–2024 PSU paid at 87% (revenue outperformance offset by EBITDA shortfall), indicating a balanced pay-for-performance tether that penalizes profitability misses despite growth .
- Governance safeguards: Prohibitions on hedging/pledging and a clawback policy reduce alignment risks; ownership guidelines require 2x salary for executives with holding requirements until met .
- Macro signal: Negative TSR and losses in 2024 (Net Income and Adjusted EBITDA) frame execution risk; nonetheless, say-on-pay support remained strong (93.4%), implying investor acceptance of plan structure despite outcomes .