William Wulf
About William Wulf, M.D.
Independent director since 2017; age 65. Former CEO of Central Ohio Primary Care Physicians, Inc. (COPC) from 2013–2022; founding partner of COPC in 1996 after 25 years as a practicing internist and corporate medical director. Education: B.S., The Ohio State University; M.D., Medical College of Ohio. Served as board chair of America’s Physician Groups and is a director at apree health; advisor to multiple payors including Anthem Blue Cross and Blue Shield, Aetna Inc., and UnitedHealthcare .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Central Ohio Primary Care Physicians, Inc. (COPC) | Chief Executive Officer | 2013–2022 | Led large physician partner of agilon; founding partner (1996) |
| America’s Physician Groups | Board Chair | Not disclosed | Industry leadership role |
| Anthem, Aetna, UnitedHealthcare | Advisor | Not disclosed | Payor advisory experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| apree health | Director | Not disclosed | Current directorship |
| America’s Physician Groups | Board Chair | Not disclosed | Sector governance leadership |
| COPC | Former CEO; founding partner | CEO 2013–2022; founding partner 1996 | COPC is/was an agilon physician partner |
Board Governance
- Independence: The board determined Wulf is “independent” under NYSE and Exchange Act rules .
- Committee assignments (current): Nominating and Governance Committee member (Chair: Sharad Mansukani; members: Karen McLoughlin, William Wulf) .
- Prior committee chair: Compliance and Quality Committee Chair as of June 22, 2023 (members included Steven Sell, Sharad Mansukani, Ravi Sachdev) .
- Attendance: The board held 8 meetings in 2024; each director attended at least 75% of board and committee meetings; eight directors attended the 2024 annual meeting .
- Compensation governance: The Compensation & Human Capital Committee engaged Semler Brossy (assessed independent; no conflicts) in 2024 .
- Historical interlocks: Pre-IPO, Wulf served on the Compensation Committee alongside CD&R designees; the company was a “controlled company” and exempt from certain NYSE independence requirements at that time .
Fixed Compensation
| Metric ($) | FY 2020 | FY 2023 |
|---|---|---|
| Fees earned or paid in cash | 50,000 | 70,000 |
| Stock awards (RSUs) – grant date fair value | 50,000 | 160,002 |
| Option awards – grant date fair value | 527,700 | — |
| Total | 627,700 | 230,002 |
- Director compensation program (established at IPO): Annual cash retainer $70,000; annual RSU grant $160,000 (one-year vest); committee chair retainers: Audit $25,000; Compensation $15,000; Nominating & Governance $10,000; Compliance $15,000; initial option grant $160,000 (three-year ratable vest) .
Performance Compensation
| Award Type | Grant Year | Vesting | Performance Metrics/Conditions | Notable Terms |
|---|---|---|---|---|
| Options – “Base Options” | 2020 | 5 equal annual installments | None disclosed (time-based) | 10-year expiration |
| Options – “Upside Options” | 2020 | 5 equal annual installments, contingent | Vest only if “Performance Condition” achieved (details not disclosed); grant-date fair value for performance-based portion $435,240 if achieved | 10-year expiration |
| Annual RSUs (non-employee director) | 2023 | Vests on first anniversary | None (time-based) | Grant-date fair value $160,002 |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| apree health | Private/Non-disclosed | Director | No specific agilon-related transactions disclosed |
| America’s Physician Groups | Non-profit/Association | Board Chair | Sector network influence |
| Central Ohio Primary Care (COPC) | Physician group partner to agilon | Former CEO; founding partner | Historical related-party exposure via COPC’s agreements with agilon; Wulf signed Stockholder Agreement for COPC Practice Management, LLC in 2017 |
Expertise & Qualifications
- Medical and physician group leadership: 25 years practicing internist; CEO of large physician group; advisor to major payors .
- Governance and sector leadership: Board chair of America’s Physician Groups; director at apree health .
Equity Ownership
| Holding | As of FY 2020 | As of FY 2023 |
|---|---|---|
| RSUs outstanding (units) | 36,500 | 5,622 |
| Stock options outstanding (units) | 500,000 | 420,000 |
- Stock ownership guidelines: Non-employee directors must hold shares equal to 5x annual board cash retainer; executives must hold 50% of shares from award settlements until compliant (CD&R-affiliated directors excluded) . Compliance status for Wulf not disclosed.
Governance Assessment
- Alignment and pay mix: Shift from sizeable 2020 option awards to time-based RSUs by 2023 suggests lower risk, more stable alignment with shareholder value; cash retainer moved to standard $70k with defined chair fees .
- Independence and conflicts: Board affirms Wulf’s independence in 2025 despite historical COPC leadership and COPC’s partner status; note signed COPC Stockholder Agreement evidences historical related-party ties—requires ongoing monitoring for any continuing business dealings or board decisions affecting COPC .
- RED FLAG: Historical related-party affiliation through COPC; ensure continued recusal where appropriate and robust disclosure of any transactions.
- Committee effectiveness: Current role on Nominating & Governance; prior chair of Compliance & Quality (June 2023) indicates active engagement in oversight of quality and governance .
- Attendance: Meets minimum board/committee attendance thresholds for 2024 (≥75%); broad board engagement evidenced by meeting cadence .
- Compensation governance: Independent consultant engagement with documented independence (Semler Brossy); reduces risk of pay-setting conflicts .
- Historical interlocks: Pre-IPO compensation committee included CD&R designees with controlled company exemptions; since June 2023, committees reconstituted to independent-only membership, improving governance posture .
Monitoring priorities: (1) Any agilon–COPC transactions or agreements; (2) director equity holding progression relative to 5x retainer guideline; (3) committee roles and chair retainers reflecting responsibilities; (4) option award legacy vesting/performance triggers and potential modifications.