Sharad Mansukani
About Sharad Mansukani, M.D.
Independent director at agilon health, Inc. (AGL), age 55, serving since 2017. Background spans physician leadership and healthcare investing: Senior Advisor to TPG since 2005, Chairman of Convey Health Solutions since 2019, and director of Monogram Health since 2021; prior government advisory roles to the HHS Secretary and CMS Administrator. Training includes ophthalmology residency/fellowship at University of Pennsylvania, a fellowship in quality management/managed care at Wharton, and Kellogg’s Managed Care Executive Program .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Envision Rx Options | Chairman of the Board | 2013–2016 | Oversight of pharmacy benefits business |
| Cigna Corp. | Strategic Advisor to Board | 2012–2015 | Payor strategy advisory |
| HealthSpring, Inc. | Vice Chairman, Board | 2007–2012 | MA plan operations oversight |
| IMS Health Holdings, Inc. | Director | 2009–2016 | Data/analytics governance |
| Surgical Care Affiliates, Inc. | Director | 2007–2017 | Ambulatory surgery platform oversight |
| IASIS Healthcare | Lead Director | 2005–2018 | Hospital operations governance |
| Kindred Healthcare, Inc. | Director | 2015–2018 | Post-acute oversight |
| U.S. Dept. of Health and Human Services | Senior Advisor (Medicare’s PAOC) | — | Federal program oversight |
| Centers for Medicare & Medicaid Services | Senior Advisor to Administrator | — | Medicare policy guidance |
| Health Partners | SVP & Chief Medical Officer | — | Clinical leadership |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| TPG | Senior Advisor | Since 2005 |
| Convey Health Solutions | Chairman of the Board | Since 2019 |
| Monogram Health, Inc. | Director | Since 2021 |
| The Wharton School Healthcare Policy Board | Member | — |
| Children’s Hospital of Philadelphia | Trustee | — |
Board Governance
- Committee assignments: Chair, Nominating & Governance; Member, Compliance & Quality .
- Independence: Board determined Dr. Mansukani independent under NYSE and Exchange Act rules .
- Attendance: Board met 8 times in 2024; each director attended at least 75% of board and committee meetings; eight directors attended the 2024 annual meeting .
- Skills matrix highlights: Healthcare industry, Corporate governance, Regulatory/Government relations, Risk management/compliance, Accounting/finance/P&L leadership, M&A/capital markets, Marketing/sales; plus technology-oriented competencies indicated for select directors .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Nominating & Governance | Chair | 4 |
| Compliance & Quality | Member | 4 |
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $70,000 | Program adopted April 2023 |
| Committee Chair Fee (Nominating & Governance) | $10,000 | Chair fee schedule |
| Fees Earned (2024) | $80,000 | Reported for Dr. Mansukani |
| Annual Equity Award (RSUs) | $185,000 | One-year vest; granted post-annual meeting starting 2024 |
| Stock Awards (2024, RSU FV) | $185,005 | Reported for Dr. Mansukani |
| Total Director Compensation (2024) | $265,005 | Cash + RSU FV |
Additional program features:
- Initial equity award for new directors: $185,000 options, 3-year ratable vesting; annual RSU: $185,000, 1-year vest .
- As of 12/31/24, Dr. Mansukani held 32,119 RSUs scheduled to vest on May 29, 2025 .
Performance Compensation
Directors do not have performance-based pay; equity grants are time-based RSUs with one-year vesting, and no options were granted to directors in 2024 (Dr. Mansukani had 643,750 outstanding options from prior periods) . For governance context, AGL’s 2024 executive annual incentive plan used the following metrics and outcomes:
| Measure | Detail | Weighting | Threshold (50%) | Target (100%) | Maximum (150%) | Actual Achievement |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | Externally reported number | 55% | $(15)M | $15M | $35M | $(154)M |
| Existing Market Membership | Year-end individuals enrolled | 5% | 510,000 | 518,000 | 525,000 | 527,000 |
| New Market Membership | Year-end individuals | 10% | 22,000 | 37,000 | 57,000 | 35,000 |
| Experience | % Gaps Closed and PCP touchpoints (pass counts) | 10% | 27/46 | 32/46 | 40/46 | 29/46 |
| Quality | Chronic condition reassessment & acknowledgement blended rate | 10% | 90% | 93% | 95% | 93% |
| Team & Culture | Discretionary | 10% | Discretionary | Discretionary | Discretionary | N/A |
| Medical Margin Modifier | +/- 15% | — | $435M (-15%) | $500M (0%) | $575M (+15%) | $205M (-15%) |
Committee exercised judgment to pay NEOs at 50% of target for 2024 (CEO at 28.7% in line with formula) to balance retention after a zero bonus in 2023 .
Other Directorships & Interlocks
| Company/Institution | Relationship to AGL | Note |
|---|---|---|
| Cigna Corp. (2012–2015) | MA payor; prior advisory role | Historical advisory; no current related-party transactions disclosed |
| Convey Health Solutions | Healthcare services | Chair; no AGL related-party transactions disclosed |
| Monogram Health, Inc. | Specialty care provider | Director; no AGL related-party transactions disclosed |
No related person transactions >$120,000 since 12/31/2023 were disclosed, indicating low direct conflict risk among directors and significant holders .
Expertise & Qualifications
- Clinical and managed care expertise; senior advisory roles at HHS/CMS underscore regulatory depth .
- Board competencies include governance, healthcare industry, regulatory relations, risk/compliance, finance/P&L, and M&A/capital markets, supporting Nominating & Governance chair responsibilities .
Equity Ownership
| Metric | Value |
|---|---|
| Total Beneficial Ownership (SEC definition) | 1,917,783 shares (<1%) |
| Components | 1,241,914 common; 643,750 options exercisable; 32,119 RSUs vesting by May 29, 2025 |
| Shares Outstanding (for % calc) | 412,999,684 as of March 31, 2025 |
| Hedging/Pledging | Company policy prohibits hedging and pledging by directors |
| Section 16(a) | No delinquencies disclosed for Dr. Mansukani in 2024; some other directors had late Form 4s |
Governance Assessment
- Strengths: Independent status; chairs Nominating & Governance with oversight of sustainability; consistent meeting engagement; meaningful beneficial ownership with legacy options and current RSUs; strict hedging/pledging prohibition .
- Alignment and pay structure: Director pay is equity-heavy (RSUs at ~$185k FV) plus modest cash with chair premium; board uses independent consultant (Semler Brossy) with no conflicts; director ownership guidelines require 5x cash retainer (excludes CD&R-affiliated directors), reinforcing alignment .
- Potential risks: Extensive healthcare network could present perceived informational interlocks, though no related-party transactions are disclosed; company-wide 2024 incentive funding at 28.7% and subsequent discretionary uplifts for most NEOs warrant monitoring of pay-for-performance discipline (CEO payout remained formulaic) .
- Shareholder signals: Strong say-on-pay support (~93.4% in 2024), mitigates immediate governance concerns; continued focus on profitability targets and medical margin modifiers suggests tightening performance rigor .