David G. Schmidt
About David G. Schmidt
Independent director since 2013 (age 77). Audit Committee Chair; member of Compensation and Nominating & Corporate Governance Committees. Background includes >40 years in healthcare: Principal at Schmidt & Associates (2011–present); CEO, SCAN Health Plan (2002–2010); CEO, Medicheck (2000–2002); CEO, TPG-International Health Academy (2015–2019). Education: B.A. Economics, UCLA; MBA, UCLA Anderson .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Schmidt & Associates | Principal | Jan 2011–present | Healthcare strategy consultant |
| TPG-International Health Academy | Chief Executive Officer | Apr 2015–May 2019 | Led executive trade missions; international health systems exposure |
| SCAN Health Plan | Chief Executive Officer; Director | Aug 2002–Dec 2010 | Medicare Advantage operator; senior leadership and governance |
| Medicheck | Chief Executive Officer | 2000–2002 | Led internet-based financial services for healthcare; sold to Passport |
| Passport Health Communications | Director | 2002–2006 | Board experience in health IT services |
| Care America/Blue Shield Health Plan | SVP Sales & Customer Services | 1992–1998 | Commercial plan operations leadership |
| FHP Healthcare | Regional Vice President | 1992–1998 | Regional operations leadership |
| Avery Dennison (manufacturing) | Senior management roles | Prior to healthcare tenure | Diversified operations experience |
External Roles
| Organization | Role | Tenure | Nature |
|---|---|---|---|
| Beacon Healthcare Systems | Director | Not specified | Private/industry board |
| SCAN Foundation | Founding board member | Not specified | 501(c)(3) long-term care nonprofit |
No current public company directorships beyond Astrana disclosed .
Board Governance
- Independence: Board affirmatively determined Schmidt is independent under Nasdaq and SEC standards; all committee members are independent; Audit Committee members meet Rule 10A-3(b)(1) independence .
- Board/committee activity (2024):
- Board: 11 meetings; 7 written consents; all incumbents except Ms. Dai attended ≥75% of aggregate Board/committee meetings (implies Schmidt ≥75%) .
- Audit Committee: 4 meetings; 5 consents; all members independent; each qualifies as an audit committee financial expert; oversight includes related-party transactions, cybersecurity, AI risks .
- Compensation Committee: 2 meetings; 7 consents; independent members; oversees exec and director comp, clawback policy .
- Nominating & Corporate Governance Committee: 0 meetings; 1 consent; independent members; oversees board structure, succession, ESG policies .
- Committee leadership/memberships (current):
- Audit: Schmidt (Chair), John Chiang, Matthew Mazdyasni .
- Compensation: Mitchell W. Kitayama (Chair), John Chiang, Schmidt .
- Nominating & Corporate Governance: Kitayama (Chair), Mazdyasni, Schmidt .
- Strategy Committee: Schmidt member; other members include Mazdyasni (Chair), Kitayama, Kenneth Sim, M.D. .
- Executive sessions: Independent/non-management directors meet periodically in executive session without management .
Fixed Compensation
- Non-employee director program (updated July 2024):
- Annual cash retainer: $80,000; +$32,500 for Lead Director or Board Chair (if applicable) .
- Committee chair retainers: Audit $25,000; Compensation $20,000; Nominating & Corporate Governance $15,000 .
- Committee member retainers: Audit $12,000; Compensation $10,000; Nominating & Corporate Governance $10,000 .
- Actual 2024 director compensation (Schmidt):
- Fees earned (cash): $123,359 .
- Stock awards (grant-date fair value): $169,967 .
- Total: $293,326 .
- Unvested restricted stock outstanding at 12/31/2024: 3,564 shares .
- Unexercised stock options outstanding at 12/31/2024: 68,500 options .
| Component | Structure | Actual 2024 |
|---|---|---|
| Base cash retainer | $80,000 | Included in $123,359 fees |
| Audit Committee Chair | $25,000 | Included in $123,359 fees |
| Compensation Committee member | $10,000 | Included in $123,359 fees |
| Nominating & Corporate Governance member | $10,000 | Included in $123,359 fees |
| Equity retainer (RS) | $170,000 grant-date value; annual; time-based vesting | $169,967 |
No meeting fees disclosed; the program is retainer-based .
Performance Compensation
- Annual director equity: Restricted stock with grant-date value $170,000; vests on earlier of first anniversary of grant or next annual meeting, subject to continued service .
- Equity plan governance features (Amended & Restated 2024 Equity Incentive Plan):
- Director compensation limit: Cash + equity ≤ $750,000 per fiscal year (non-Chair/Vice Chair) .
- Double-trigger vesting upon change of control (if awards assumed; immediate vesting if not assumed) .
- No repricing of options/SARs without shareholder approval .
- Clawback: Awards subject to compensation recovery policy .
- No discounted options/SARs; exercise/base price ≥ fair market value at grant .
- Dividend treatment: Unvested RS/RSUs accrue dividends/dividend equivalents subject to same vesting conditions; no dividend equivalents on options/SARs .
- Transfer restrictions: Restricted shares may not be sold, transferred, pledged, or assigned during restricted period .
| Equity Feature | Detail |
|---|---|
| Grant type | Restricted stock (time-based) for directors |
| Vesting | Earlier of 1-year from grant or next annual meeting; service-based |
| Change-of-control | Double-trigger if assumed; immediate vesting if not assumed |
| Clawback | Yes, subject to company policy |
| Repricing | Prohibited without shareholder approval |
| Dividends on unvested RS | Accrued or reinvested; paid only upon vesting |
No performance metrics tied to director equity awards disclosed; director awards are service-based .
Other Directorships & Interlocks
| Entity | Type | Relationship/Interlock |
|---|---|---|
| Strategy Committee (ASTH) | Board committee | Schmidt serves with Mazdyasni (Chair), Kitayama, and Kenneth Sim, M.D. |
| Related parties context | Company transactions | Extensive related-party transactions involve Kenneth Sim, Thomas Lam, APC, Third Way Health; none disclosed involving Schmidt . |
Expertise & Qualifications
- Audit Committee financial expert (committee disclosure states each member qualifies) .
- Deep healthcare leadership (payer/provider/health IT) with CEO roles and consulting expertise .
- MBA-level financial training; oversight of complex risk areas including cybersecurity and AI at audit committee .
Equity Ownership
| Holder | Beneficial Shares | Components/Notes | Percent of Class |
|---|---|---|---|
| David G. Schmidt | 69,314 | Includes 60,000 options exercisable within 60 days of Record Date | <1% (“*”) |
| Unvested restricted stock (director) | 3,564 at 12/31/2024 | Time-based vesting | — |
Section 16(a) compliance: Company reports timely filings in 2024 for directors and >10% holders, with exceptions only for Brandon K. Sim and Chandan Basho; no exception noted for Schmidt .
Pledging: Restricted shares may not be pledged during restricted period; no pledging by Schmidt disclosed .
Governance Assessment
-
Positives
- Independent director with Audit Chair role and “financial expert” status; strong oversight credentials .
- Active committee engagement: Audit (4 meetings/5 consents), Compensation (2/7), Nominating (0/1); Board reported ≥75% meeting attendance for all incumbents except Ms. Dai (implies Schmidt met threshold) .
- Director compensation structure balances cash retainer with significant equity ($170k RS), aligning incentives to shareholder value; robust plan safeguards (double-trigger, clawback, anti-repricing, director pay cap) .
- No related-party transactions disclosed involving Schmidt; reduces conflict risk relative to other directors .
-
Watch items / potential red flags
- Nominating & Corporate Governance Committee held zero formal meetings in 2024 (one consent), which may signal limited formal activity despite broad mandate (succession, ESG, director selection) .
- Broader board environment includes significant related-party transactions with other insiders (APC, Third Way Health, property entities), elevating governance risk context though not directly involving Schmidt .
-
Additional policies
- Stock Ownership Guidelines, Lead Independent Director Charter, Code of Ethics, Insider Trading Policy, and committee charters publicly available; supports governance transparency, but specific director ownership multiples not disclosed in proxy .
Director Compensation Details (Reference)
| Year | Fees Earned (Cash) | Stock Awards (Grant-Date Value) | Total |
|---|---|---|---|
| 2024 | $123,359 | $169,967 | $293,326 |
Unexercised options at 12/31/2024: 68,500; options exercisable within 60 days of Record Date: 60,000 .
Board Committee Summary (2024)
| Committee | Chair | Members | Meetings | Consents |
|---|---|---|---|---|
| Audit | David G. Schmidt | John Chiang; Matthew Mazdyasni | 4 | 5 |
| Compensation | Mitchell W. Kitayama | John Chiang; David G. Schmidt | 2 | 7 |
| Nominating & Corporate Governance | Mitchell W. Kitayama | Matthew Mazdyasni; David G. Schmidt | 0 | 1 |
| Strategy (Board-established) | Matthew Mazdyasni | David G. Schmidt; Mitchell W. Kitayama; Kenneth Sim, M.D. | Not disclosed | Not disclosed |
Independence affirmed for all committee members; Audit members meet additional SEC independence criteria .
Signals for Investors
- Audit Chair leadership and financial expert designation bolster confidence in financial oversight and risk governance, including emerging areas (cybersecurity/AI) .
- Compensation governance uses independent consultant (Pearl Meyer) and clawback policy; consultant independence confirmed (no conflicts), supporting pay discipline; while focused on executives, directors benefit from structured, capped compensation .
- Absence of Schmidt-related related-party transactions is a positive signal amidst broader insider transactions; continued monitoring of board-level conflicts advisable .