Dinesh Kumar
About Dinesh Kumar
Dinesh Kumar, M.D., age 57, is Chief Medical Officer at Astrana Health (ASTH), appointed January 23, 2024; he previously served as Chief Medical and Chief Operating Officer at Alignment Healthcare and led value-based care initiatives at DaVita and HealthCare Partners. He holds a medical degree from University of Madras, completed residency at Howard University, fellowship at Harbor-UCLA, and a Health Care Leadership Program at UCSF . Company 2024 performance tied to executive incentives: revenue grew 47% to $2,034.5M, Adjusted EBITDA rose 16% to $170.4M, EPS diluted was $0.90; Astrana’s 2024 TSR value of an initial $100 investment was $171 vs S&P 500 Healthcare $147 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alignment Healthcare | Chief Medical and Chief Operating Officer | — | Consumer-centric platform; operational leadership |
| DaVita | SVP Clinical Transformation | — | Led value-based care and population health |
| HealthCare Partners | Chief Medical Officer (California) | — | Integrated delivery/management; market leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| The Stellar Health Group, Inc. | Advisory board member | — | Company relationship disclosed in related-party section |
Fixed Compensation
| Component | 2024 Detail | Notes |
|---|---|---|
| Base Salary | $700,000 | Per employment agreement; amended and restated Jan 31, 2025 |
| Target Annual Bonus | 100% of base salary | Metric-weighted plan |
| Actual Bonus Paid (FY2024) | $1,003,667 | Payout 143.4% of target |
Annual Cash Bonus Metrics (FY2024)
| Metric | Weight | Threshold | Target | Maximum | Actual | 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 Bonus Payout | — | — | — | — | — | 143.4% |
Performance Compensation
Equity Awards and Vesting (Dinesh Kumar)
| Award Type | Grant Date | Shares/Units | Vesting & Performance | Status/Notes |
|---|---|---|---|---|
| New-hire Performance-based Restricted Stock | 01/23/2024 | 65,265 | Four semi-annual tranches (starting Jul 1, 2024) contingent on specified strategic/operational milestones and service | 44,053 milestones certified achieved; remainder contingent |
| New-hire Time-based Restricted Stock | 01/23/2024 | 85,130 | Vests one-third annually over 3 years starting Jan 23, 2025 | Outstanding |
| Performance Recognition (PBRS) | 11/08/2024 | 67,238 | Cliff vest based on specified financial milestones for 2-year period ending Dec 31, 2025; service until certification required | Outstanding (50,428 reported unearned units at 12/31/24) |
CEO/CFO Plan Benchmarks for context (equity design changes in 2024)
- Performance RSUs: equal-weight Revenue $2.3B and Adjusted EBITDA $240M; earn 50–200% over 3-year period (FY2024–FY2026); time RSUs vest semi-annually over 4 years .
- These changes driven by stockholder feedback and pay-for-performance alignment .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 134,187 shares; less than 1% of outstanding |
| Shares Outstanding (Record Date Apr 22, 2025) | 56,072,504 |
| Ownership % (calculated) | ~0.24% (134,187 / 56,072,504) |
| Vested vs Unvested | Unvested holdings include 147,132 RS units (85,130 time-based; 62,002 performance-based) and 50,428 performance-based units; no options outstanding |
| Pledging/Hedging | Company policy prohibits hedging and pledging without CFO approval; no pledged shares disclosed for Kumar |
| Stock Ownership Guidelines | Section 16 Officers must hold 3x base salary; 5-year compliance window from Apr 2024; retain 50% of net shares until compliant |
| Indicative Compliance | 3x base salary requirement = $2.1M; at the Record Date fair value $30.39/share, beneficial ownership implies ~$4.1M value (subject to guideline counting rules) |
Note: Guidelines count unvested time-based RS/RSUs but exclude unvested performance-based awards; compliance assessed by company per policy .
Employment Terms
| Term | Detail |
|---|---|
| Role Start Date | January 23, 2024 |
| Contract Term | Initial term ending Dec 31, 2026; auto-renew for 1-year terms unless 60-day notice |
| Base + Target Bonus | $700,000 base; 100% target bonus |
| Benefits | Company-paid medical/dental/vision; STD/LTD at ≥60% salary; $2M term life insurance |
| Severance (no CoC) | 1x base salary + 12 months COBRA premium equivalent; vesting acceleration to 100% (subject to performance) on long-term incentives |
| Severance (within 2 years post-CoC) | 2x base salary + 24 months COBRA premium equivalent; vesting acceleration to 100% (subject to performance) |
| Clawback | Incentive-based compensation subject to recoupment for restatements, per Compensation Recovery Policy effective Oct 2, 2023 |
| Covenants | Confidentiality, non-solicitation, inventions assignment |
Compensation Program & Governance Context
| Item | Detail |
|---|---|
| Say-on-Pay 2024 | ~99% approval supporting updated pay program |
| Program Enhancements | Formal peer group; metric-based annual incentives (Revenue/Adj. EBITDA/AWV); shift to 2/3 PBRSUs, 1/3 time RSUs for CEO/CFO; stock ownership guidelines |
| Compensation Peer Group | agilon, Alignment Healthcare, Chemed, Evolent, Health Catalyst, HealthEquity, NeueHealth, Premier, Privia, RadNet, Teladoc, Veradigm |
| Committee & Risk Oversight | Independent Compensation Committee; annual compensation risk assessments; no hedging/pledging without CFO approval; no excise tax gross-ups; no option repricing |
Vesting Schedules and Potential Insider Selling Pressure
- Time-based RS (85,130) vest one-third annually starting Jan 23, 2025; expect vest tranches in Jan 2025–2027, creating periodic liquidity windows; company requires retention of 50% of shares until guideline compliance .
- Performance-based awards (new-hire PBRS 65,265; recognition PBRS 67,238) vest based on milestone certification and FY2025 milestones; cliff vest following committee certification; vest timing can concentrate potential selling pressure post-certification .
- Insider trading policy restricts trading windows and encourages 10b5-1 plans; hedging and pledging require CFO approval .
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Revenue ($M) | 1,386.7 | 2,034.5 |
| Adjusted EBITDA ($M) | 146.6 | 170.4 |
| Net Income ($M) | 57.8 | 49.9 |
| TSR value of $100 (ASTH) | $208 | $171 |
| TSR value of $100 (S&P 500 Healthcare) | $143 | $147 |
Highlights: 73% of capitation revenue from full-risk arrangements; 55% membership growth in Care Partners; new markets in AZ, HI, and CA Central Valley; Prospect Health assets acquisition agreed (expected mid-2025 close, subject to approvals); expanded credit facilities .
Investment Implications
- Pay-for-performance alignment: Annual bonus metrics directly tied to revenue and Adjusted EBITDA; 2024 payout above target due to strong top-line; equity mix emphasizes performance-based vesting, focusing on multi-year revenue/EBITDA and integration milestones—supportive of shareholder value creation .
- Retention risk mitigated: Robust severance/change-of-control protections, double-trigger equity acceleration, and sizable unvested equity reduce near-term turnover risk for CMO; stock ownership guidelines further align incentives .
- Selling pressure windows: Anticipate vesting-related liquidity events around Jan 23 each year for time-based RS and post-FY2025 performance certification; policy constraints and retention requirements temper near-term selling risk .
- Governance and shareholder support: ~99% say-on-pay approval and independent committee practices reduce compensation-related governance risk; peer group benchmarking may continue to elevate equity grant values given growth trajectory .
- Execution focus: Performance awards linked to integration/new markets suggest the CMO’s value creation hinges on successful partner onboarding and care quality/efficiency improvements; monitoring milestone certifications and care outcomes will be key to assessing payout risk and operational execution .