Ravi Sachdev

About Ravi Sachdev

Ravi Sachdev, age 48, has served on agilon health’s board since 2017 and as Vice Chairman since 2021. He is a Partner at Clayton, Dubilier & Rice (CD&R) focused on healthcare, and holds a B.A. from the University of Michigan . He is a Class III director with a term expiring at the 2027 annual meeting . The board’s independence determination does not list Mr. Sachdev as independent; independent directors are Battaglia, Mansukani, McKenzie, McLoughlin, and Wulf .

Past Roles

External Roles

Board Governance

• Structure and tenure: Class III director (term through 2027); Vice Chairman since 2021 .
• Committee assignments: Member, Compliance & Quality Committee (meets 4 times/year) .
• Attendance: The board met 8 times in 2024; each director attended ≥75% of board and committee meetings; eight directors attended the 2024 annual meeting .
• Independence status: Not identified as independent under NYSE and Exchange Act rules (independent directors are Battaglia, Mansukani, McKenzie, McLoughlin, Wulf) .
• Board leadership and sponsor influence: Non-executive Chairman (Ron Williams) is a CD&R designee; CD&R retains designation rights for a portion of directors per ownership thresholds .

Fixed Compensation

Note: Starting in 2024, director equity grants occur immediately after the annual meeting .

Performance Compensation

Other Directorships & Interlocks

• CD&R influence: CD&R Vector Holdings owned ~24.2% of AGL shares and has rights to designate directors proportionate to ownership; the Chair is a CD&R designee (although CD&R holdings fell below 25%, Ron Williams remains Chair) .
• Indemnification: AGL entered indemnification agreements with CD&R-related entities covering certain liabilities tied to consulting/transaction fee agreements and offerings; directors also receive indemnification and expense advancement .

Expertise & Qualifications

• Skills matrix coverage: Corporate Governance; M&A/Corporate Finance/Capital Markets; Healthcare Industry Experience; Regulatory/Government Relations; Compensation/Human Resources .
• Sector depth: Extensive healthcare investing and advisory background from CD&R and prior investment banking roles .

Equity Ownership

Governance Assessment

• Key strengths:

  • Deep healthcare capital markets and governance expertise; serves on Audit and Nominating committees at a public company (Steve Madden), indicating financial and governance competency .
  • Compliance & Quality Committee membership aligns with AGL’s regulatory/compliance risk profile (Medicare Advantage focus, data/privacy, clinical quality) .
  • Board and committee attendance met policy thresholds in 2024 (≥75%) .

• Risks and potential conflicts (RED FLAGS):

  • Not independent; CD&R partner and Vice Chairman while CD&R retains board designation rights and significant shareholding—elevated sponsor influence risk and potential conflicts in strategic/transactional decisions .
  • No director cash or equity compensation and exclusion from stock ownership guidelines for CD&R-affiliated directors—reduced pay/ownership alignment with public stockholders for this director .
  • Indemnification agreements with CD&R entities could raise perceived conflict/recourse concerns if sponsor-linked matters arise .

• Shareholder context:

  • 2024 say-on-pay support was ~93.4%, signaling broad investor acceptance of executive compensation design despite operational headwinds; however, this pertains to executives, not director pay alignment for sponsor-affiliated directors .

• Overall implication for board effectiveness:

  • Sachdev contributes materially to finance/M&A and healthcare industry oversight, and engages on compliance/quality—valuable in a complex MA environment .
  • Governance optics warrant monitoring: sponsor influence (designation rights), non-independence, lack of personal equity alignment, and indemnification structures should be assessed in the context of major transactions, capital allocation, and related-party safeguards (noting the company reports no related-party transactions since 12/31/2023) .

Appendix: Committee Assignments and Meetings (2024)

Attendance Policy and Board Activity

• Policy: Directors encouraged to attend annual meetings; eight directors attended the 2024 meeting .
• 2024 activity: Board met eight times; each director attended ≥75% of board/committee meetings .