Brandon Sim
About Brandon Sim
Brandon K. Sim, M.S., age 31, is Chief Executive Officer and President of Astrana Health (appointed January 19, 2024). He previously served as Co-CEO (Nov 2021–Jan 2024) and earlier as COO, CTO, and VP of Engineering since joining in 2019; prior roles include Quantitative Researcher at Citadel Securities (2015–2019) and co-founder/CTO of Theratech (2012–2015). He holds an M.S. in Computer Science and Engineering and a B.A. in Statistics and Physics with high honors from Harvard University . During 2024, Astrana delivered revenue of $2,034.5M (+47% YoY) and Adjusted EBITDA of $170.4M (+16% YoY); 5-year TSR value was $171 versus $147 for the S&P 500 Healthcare Index, underscoring improving fundamentals and execution during his leadership transition .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Astrana Health, Inc. | CEO & President | 2024–present | Leads strategy, growth, operations, and technology innovation; overseeing value-based care platform expansion . |
| Astrana Health, Inc. | Co-Chief Executive Officer | 2021–2024 | Shared CEO responsibilities during high-growth phase; transitioned to CEO in 2024 . |
| Astrana Health, Inc. | COO, CTO, VP Engineering | 2019–2021 | Built care enablement technology; scaled operations . |
| Citadel Securities | Quantitative Researcher | 2015–2019 | Advanced quantitative trading and research capabilities . |
| Theratech (medical device) | Co-founder & CTO | 2012–2015 | Developed low-cost automated drug delivery patch . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Third Way Health Inc. | Board Member | Current | Astrana incurred ~$3.6M for services; company funded $6.0M via SAFE—related-party exposure to call center/credentialing operations . |
| Private healthcare technology company | Board Member | Current | Ongoing technology oversight; name not disclosed . |
| Cardio Diagnostics Holdings, Inc. | Director | Oct 2022–Dec 2023 | Governance and industry diagnostics oversight . |
Fixed Compensation
| Element | Detail |
|---|---|
| Base Salary (2024) | $850,000 (increased from $725,000 effective April 4, 2024) . |
| Target Annual Bonus | 125% of base salary per amended employment agreement (effective Apr 2, 2024; initial term to Apr 2, 2027 with auto-renewals) . |
| Actual Annual Cash Bonus (2024) | $1,523,423 paid for FY2024 performance . |
| Perquisites/Other Comp (2024) | $12,474 (health, dental, life insurance premiums and 401(k) match) . |
Multi-Year Compensation
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 813,462 | 15,893,226 | 1,523,423 | 12,474 | 18,242,585 |
| 2023 | 712,308 | 12,499,943 | — | 11,499 | 14,311,250 |
| 2022 | 670,000 | 13,567,843 | — | 64,932 | 15,302,775 |
Performance Compensation
Annual Cash Incentive (2024 Plan Outcomes)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout % |
|---|---|---|---|---|---|---|
| Revenue | 50% | $1,539.0M | $1,710.0M | $1,881.0M | $2,034.5M | 200% |
| Adjusted EBITDA | 25% | $157.5M | $175.0M | $192.5M | $170.4M | 86.86% |
| Annual Wellness Visit % | 25% | 67.5% | 75.0% | 82.5% | 73.0% | 86.67% |
| Total Payout (% of Target) | — | — | — | — | — | 143.4% |
2024 Equity Awards (Design and Vesting)
| Grant Date | Type | Shares (Target) | Performance Metrics | Vesting Terms |
|---|---|---|---|---|
| Apr 2, 2024 | Performance RSUs | 175,226 | Evenly weighted Revenue ($2.3B) and Adjusted EBITDA ($240M) for FY2024–FY2026 | Earn 50–200% based on achievement; vest post 3-year period upon Compensation Committee certification . |
| Apr 2, 2024 | Time-based RSUs | 86,305 | Time-based | 8 equal semi-annual tranches starting Oct 2, 2024 . |
| Nov 8, 2024 | Performance RSUs (Recognition) | 69,814 | Same PSU metrics/timing as annual grant (FY2024–FY2026) | Vest post 3-year period upon certification . |
| Nov 8, 2024 | Time-based RSUs (Recognition) | 34,386 | Time-based | First tranche vested Nov 8, 2024; remaining 7 semi-annual tranches begin Apr 2, 2025 . |
Prior performance awards for Mr. Sim were certified in March 2024/2025 against multi-year revenue and Adjusted EBITDA goals (e.g., $1,512M/$151M thresholds), reflecting focus on sustained profitable growth .
Equity Ownership & Alignment
- Beneficial Ownership: 1,514,518 shares (2.7% of outstanding) including 75,820 options exercisable within 60 days; holdings include trust structures (Sim Family Irrevocable Trust 2021 and Brandon Sim 2020 Irrevocable Trust) .
- Stock Ownership Guidelines: CEO must hold stock equal to five times base salary; executives have five years to comply, with a 50% post-vest retention requirement until threshold met. Time-based RS/RSUs count; stock options and unvested performance-based awards do not count .
- Hedging/Pledging: Prohibited without prior written CFO approval; short sales are prohibited for Section 16 officers; Rule 10b5-1 plans governed by strict guidelines .
Outstanding Equity Awards at 12/31/2024 (Key Items)
| Category | Shares/Units | Notes |
|---|---|---|
| Time-based RSUs (Nov 2024) | 30,088 | 7 semi-annual installments from Apr 2, 2025 . |
| Time-based RS (Apr 2024) | 75,517 | 7 semi-annual installments from Apr 2, 2025 . |
| Performance RSUs (Nov 2024) | 34,907 | Earn based on FY2024–FY2026 goals; vest post certification . |
| Performance RSUs (Apr 2024) | 87,613 | Earn based on FY2024–FY2026 goals; vest post certification . |
| Performance RS (May 2023) | 243,234 | Earn on pre-established performance goals (multi-tranche through 2027) . |
| Time-based RS (May 2023) | 85,513 | Multiple vesting dates through 2027 . |
Options Detail
| Grant Date | Options Exercisable | Strike ($) | Expiration | In-the-Money vs $30.39 (Record Date) |
|---|---|---|---|---|
| Nov 2, 2021 | 54,486 | 80.00 | Nov 2, 2026 | Out-of-the-money (30.39 < 80.00) . |
| Feb 3, 2021 | 21,334 | 23.24 | Feb 2, 2026 | In-the-money (30.39 > 23.24) . |
Employment Terms
| Term | Key Provisions |
|---|---|
| Agreement & Term | Amended/restated employment agreement effective Apr 2, 2024; initial 3-year term through Apr 2, 2027; auto-renews; base salary $850,000; target bonus 125% of salary; eligible for LTIs and standard benefits (medical/dental/vision, disability at ≥60% salary, $2.0M term life) . |
| Severance (No CoC) | If terminated without cause or for good reason: 1x base salary and 12 months COBRA premium equivalent; 100% vesting of outstanding LTIs subject to actual performance goal achievement . |
| Severance (Within 2 years post-CoC) | 2x base salary and 24 months COBRA premium equivalent; 100% vesting of outstanding LTIs subject to performance goal achievement . |
| Change-of-Control (Plan) | Double-trigger vesting: if awards assumed, they convert to service-vesting at target; accelerate upon qualified termination within 2 years; if not assumed, vest at target upon CoC . |
| Clawback | Compensation Recovery Policy (SEC Rule 10D-1/Nasdaq compliant); recoup erroneously awarded incentive comp for 3 fiscal years preceding required restatement . |
| Trading Policy | Insider Trading Policy restricts trading windows; mandates pre-clearance; governs Rule 10b5-1 . |
| Non-Compete/Non-Solicit | Agreements include confidentiality, non-solicitation, inventions assignment; non-compete not disclosed . |
Compensation Peer Group (2024)
agilon health; Alignment Healthcare; Chemed; Evolent Health; Health Catalyst; HealthEquity; NeueHealth; Premier; Privia Health; RadNet; Teladoc Health; Veradigm—selected by Pearl Meyer to align with Astrana’s valuation and growth trajectory, with focus on profitable growth metrics and market-aligned equity mix (2/3 PSUs, 1/3 RSUs for CEO/CFO) .
Say‑on‑Pay & Shareholder Feedback
In 2024, ~99% of votes supported the updated NEO compensation program. Enhancements included formal peer group adoption, clear annual incentive parameters focused on revenue/Adjusted EBITDA/AWV%, increased performance-based equity (2/3 PSUs), and stock ownership guidelines with 5x salary for CEO .
Related‑Party Transactions
- Third Way Health Inc.: Astrana incurred ~$3.6M for call center and credentialing services; company funded $6.0M via SAFE; Sim is a board member. These ties introduce governance and procurement oversight considerations .
- Additional related party arrangements involve APC and affiliated entities, though principally tied to other executives; APC ownership/voting constrained to 9.99% via agreement .
Performance & Track Record Highlights
- 2024 financials: Revenue $2,034.5M (+47% YoY); Adjusted EBITDA $170.4M (+16% YoY); diluted EPS $0.90 vs $1.29 in 2023 .
- Strategic execution: Expanded into Arizona, Hawaii, and California’s Central Valley; increased full-risk capitation to 73% via license and acquisitions; partnered with Anthem Blue Cross on joint clinics; signed amended credit facilities totaling up to ~$1.295B (revolver $300M, term loan A $250M, delayed draw term loan $745M) .
- M&A: Agreement to acquire businesses/assets of Prospect Health System expected mid-2025 subject to approvals; closing risk noted in forward-looking statements .
Investment Implications
- Pay-for-performance alignment: Heavy performance-contingent equity (multi-year PSUs tied to revenue and Adjusted EBITDA) and double-trigger CoC vesting support alignment with profitable growth and downside protection for shareholders .
- Retention risk: Semi-annual RSU vesting and sizable unearned PSUs incentivize tenure through FY2026; severance and accelerated vesting terms reduce voluntary departure risk, but also create potential overhang if objectives are readily achievable .
- Trading/pledging risk: Strict insider policy reduces hedging/pledging risk; no evidence disclosed of pledging; 50% retention until guidelines met curbs near-term selling pressure from vestings .
- Ownership alignment: ~2.7% personal stake and option exposure create meaningful skin-in-the-game; with one option tranche in-the-money at $30.39 and one out-of-the-money, option-driven selling pressure appears limited near-term .
- Governance red flags: Related-party ties to Third Way Health necessitate oversight; nonetheless, robust clawback, no single-trigger CoC payouts, no option repricing, and strong say‑on‑pay support mitigate broader governance concerns .