Chandan Basho
Chief Operating Officer, Chief Financial Officer, and Corporate Secretary at Astrana Health
Executive
About Chandan Basho
Chandan Basho, age 43, is Astrana Health’s Chief Operating Officer, Chief Financial Officer, and Corporate Secretary; he leads operations, finance, and strategy to scale the company, and holds a B.S. in Bioengineering from UC Berkeley and an MBA from Wharton . He served as Interim CFO & Chief Strategy Officer (May 2022–May 2023), CFO & Chief Strategy Officer (May 2023–January 2024), and was appointed CFO & COO in January 2024; he is Astrana’s Principal Financial Officer and signs SOX 302/906 certifications on quarterly reports . 2024 pay-for-performance metrics underpin his incentives: revenue of $2,034.5M, adjusted EBITDA of $170.4M, and annual wellness visit percentage of 73.0%, driving a 143.4% payout of his target annual bonus .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Astrana Health | Interim Chief Financial Officer & Chief Strategy Officer | May 2022–May 2023 | Led finance and strategy during transitional period . |
| Astrana Health | Chief Financial Officer & Chief Strategy Officer | May 2023–January 2024 | Advanced strategic planning and performance management . |
| Astrana Health | Chief Financial Officer & Chief Operating Officer | January 2024–present | Leads operations, finance, and strategy to scale successfully . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alignment Healthcare | Vice President of Strategy & Corporate Development | — | Strategy for a consumer-centric seniors healthcare platform . |
| Alsana (PE-backed behavioral health) | Chief Financial Officer | — | Finance leadership in behavioral health operations . |
| HealthCare Partners (DaVita Medical Group) | Various roles | — | Operational/strategic roles within DaVita medical group businesses . |
| DaVita Kidney Care | Various positions | — | Experience across provider operations . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $450,000 | $600,000 (effective April 4, 2024) |
| Target Annual Bonus (% of Base) | — | 80% (per employment agreement) |
| Actual Annual Cash Bonus ($) | — | $688,229 (143.4% of target) |
| Benefits | — | Company-paid medical/dental/vision; disability insurance ≥60% of salary; term life insurance ≥$2.0M |
Performance Compensation
Annual Cash Bonus Plan (FY 2024)
| Performance Metric | Weighting | Threshold | Target | Maximum | Actual Performance | Weighted 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 | $170.4M | 86.86% |
| Annual Wellness Visit % | 25% | 67.5% | 75.0% | 82.5% | 73.0% | 86.67% |
| Total Payout (% of Target) | — | — | — | — | — | 143.4% |
Equity Awards Granted to CFO (2024–2025)
| Grant Date | Award Type | Shares | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| April 2, 2024 | Performance-based RSUs (target) | 31,859 | $1,339,990 | Earned 50–200% based on 3-year goals (FY2024–FY2026); equally weighted revenue target $2.3B and adjusted EBITDA $240M; vest after Committee certification . |
| April 2, 2024 | Time-based RSUs | 15,692 | $660,006 | Eight equal semi-annual installments starting Oct 2, 2024 . |
| November 8, 2024 | Performance-based RSUs (target) | 31,490 | $1,478,770 | Same terms as annual awards: 3-year performance period FY2024–FY2026 with 50–200% payout on revenue/EBITDA . |
| November 8, 2024 | Time-based RSUs | 15,510 | $728,350 | First installment vested Nov 8, 2024; remaining seven equal semi-annual installments from April 2, 2025 . |
| May 16, 2023 (prior grant) | Performance-linked restricted stock | 24,322 | — | Certified goals tied to incremental EBITDA ($5.5M) and operational objectives . |
PSUs metric framework: 50% revenue, 50% adjusted EBITDA over FY2024–FY2026; earnout 50–200%; no earnout below threshold .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial Ownership | 138,570 shares; <1% of class (out of 56,072,504 outstanding) . |
| Stock Ownership Guidelines | Section 16 officers: 3× base salary; 5-year compliance window; must retain ≥50% of net shares until compliant; unvested performance awards and options excluded from counting . |
| Hedging/Pledging | Prohibited without prior written consent of CFO; short sales, puts/calls, non-company options, hedging/monetization transactions restricted; 10b5-1 plans require approval and follow strict guidelines . |
| Clawback | Compensation Recovery Policy adopted Oct 2, 2023; mandatory recoupment of erroneously awarded incentive comp for 3 fiscal years preceding any accounting restatement per SEC/Nasdaq rules . |
| Deferred Compensation | Executive contributions (2024): $634,658; earnings: $66,505; year-end balance: $725,194 . |
| 2024 Vested Shares | Stock awards vested: 64,317 shares; value realized: $2,695,982 . |
| Options | 12,217 options exercisable; strike $41.59; expiration Apr 14, 2025 . No option exercises in 2024 . |
| Unvested Time-based RSUs (12/31/2024) | 13,572 (Nov 8, 2024 award; MV $427,925) ; 13,731 (Apr 2, 2024 award; MV $432,938) . |
| Unearned Performance RSUs (12/31/2024) | 15,745 (Nov 8, 2024 award; payout value $496,440) ; 15,929 (Apr 2, 2024 award; payout value $502,241) . |
Employment Terms
| Term | Key Provision |
|---|---|
| Agreement Term | Amended and restated employment agreement effective April 2, 2024; initial 3-year term ending April 2, 2027; auto-renew for successive one-year terms unless 60 days prior notice . |
| Cash Compensation | Base salary: $600,000; target annual cash bonus: 80% of base salary . |
| Benefits | Company-paid premiums for medical/dental/vision; disability insurance ≥60% of salary; life insurance ≥$2.0M . |
| Severance (No Cause/Good Reason) | 1× base salary plus 12 months COBRA-equivalent cash; 2× base salary plus 24 months COBRA-equivalent cash if termination within 2 years post Change of Control; 100% vesting of outstanding LTIs (subject to perf. goal achievement for performance awards) . |
| Restrictive Covenants | Confidentiality, non-solicitation, inventions assignment provisions . |
| Governance Practices | No single-trigger severance; no option repricing; emphasis on variable comp; independent committee oversight; no excise tax gross-ups . |
Estimated Potential Payments (as of 12/31/2024, termination w/o cause or with good reason)
| Component | Amount ($) |
|---|---|
| Cash Severance | $100,000 |
| Accelerated Vesting of Equity Awards | $2,897,512 (based on 12/31/2024 closing price; PSUs assumed achieved at target per table methodology) |
| Welfare Benefit Continuation | $676 |
| Total | $2,998,188 |
Compensation Structure Analysis
- Mix shift: For CEO and CFO, equity awards moved to a 2/3 performance-based and 1/3 time-based RSU mix beginning in 2024, improving pay-for-performance alignment and retention; time-based RSUs vest semi-annually over four years, and PSUs use 3-year revenue and EBITDA goals with 50–200% earnout .
- Annual incentives: 2024 cash bonus uses clear, financial metrics (Revenue 50%, Adjusted EBITDA 25%, Annual Wellness Visit % 25%) with threshold/target/max and yielded a 143.4% payout, evidencing strong revenue outperformance with EBITDA slightly below target .
- Award modifications: 2023 included a modification to Basho’s restricted stock, adding $298,625 incremental fair value; while not a repricing, it indicates committee adjustments to performance awards; company prohibits option repricing without shareholder approval .
- Governance: Adoption of stock ownership guidelines (3× base for Section 16 officers), clawback policy, and hedging/pledging prohibitions strengthen alignment and risk management .
Say-on-Pay & Committee Oversight
- Say-on-pay approval: ~99% of votes cast supported the updated executive compensation program at the 2024 annual meeting .
- Compensation Committee: Mitchell W. Kitayama (Chairman), David Schmidt, John Chiang; program emphasizes variable compensation, independent consultant engagement, and annual risk assessments .
Investment Implications
- Insider selling pressure: Semi-annual vesting of time-based RSUs (eight installments beginning Oct 2, 2024 and continuing from April 2, 2025) creates a steady cadence of potential share delivery and tax withholding; combined with additional November 2024 grants, this can introduce periodic supply into the market .
- Alignment and performance leverage: A majority of equity tied to multi-year revenue and EBITDA goals, plus annual cash metrics, tightly links Basho’s realized pay to profitable growth and operational execution; 2024 revenue outperformance vs EBITDA near target suggests incentives reward top-line scale while monitoring profitability .
- Retention risk: Double-trigger severance (2× base salary and benefits post-change-of-control) and 100% vesting of LTIs upon qualifying termination reduce retention risk around strategic transactions while maintaining performance conditions for PSUs .
- Governance safeguards: Strict hedging/pledging limits, clawback compliance with SEC/Nasdaq, and stock ownership requirements mitigate misalignment and agency risk; strong 2024 say-on-pay support (~99%) signals investor approval of the revised program .