J. Lorraine Estradas, R.N., B.S.N., M.P.H.
About J. Lorraine Estradas, R.N., B.S.N., M.P.H.
Independent healthcare operator and community health advocate. Age 77; Astrana Health director since 2021. CEO of Arroyo Vista Family Health Center (FQHC) serving Greater Northeast Los Angeles; holds a BSN and an MPH from UCLA. Prior experience includes hospital and community public health nursing at UCLA, work at the Eastern Los Angeles Regional Center for the Developmentally Disabled, and California Department of Health Services (Rural Health Farmworker Division) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arroyo Vista Family Health Center (FQHC) | Chief Executive Officer | Not disclosed | Grew from a storefront clinic to a network of four centers + mobile clinic serving medically underserved communities |
| University of California, Los Angeles | Hospital and community public health nursing | Not disclosed | Clinical/community care experience |
| Eastern Los Angeles Regional Center for the Developmentally Disabled | Nurse/health services | Not disclosed | Developmental disability services exposure |
| CA Dept. of Health Services – Rural Health Farmworker Division | Public health | Not disclosed | Public-sector rural/farmworker health exposure |
External Roles
| Organization | Role | Type | Since/Through | Notes |
|---|---|---|---|---|
| Arroyo Vista Family Health Center | Chief Executive Officer | Non-profit FQHC | Ongoing | CEO of counterparty with disclosed transactions with Astrana |
Board Governance
- Committee assignments: None (not listed on Audit, Compensation, or Nominating and Corporate Governance Committees) .
- Independence: The Board identified five independent directors; Ms. Estradas is not included in that list (i.e., not deemed independent by the Board) .
- Attendance: The Board held 11 meetings in 2024; each incumbent director except Ms. Dai attended at least 75% of the aggregate number of Board and committee meetings—this implies Ms. Estradas met the 75% threshold (she had no committee assignments) .
- Years of service: Director since 2021 .
| Committee | Member? |
|---|---|
| Audit | — |
| Compensation | — |
| Nominating & Corporate Governance | — |
Fixed Compensation (Director)
| Component (2024) | Amount |
|---|---|
| Annual cash retainer | $0 (does not receive director compensation) |
| Committee member fees | $0 |
| Committee chair fees | $0 |
| Equity grant (annual RS) | $0 |
Context: Standard non-employee director program (since July 2024) provides $80,000 cash retainer, $32,500 additional for Lead Director/Chair, committee chair/member fees (Audit: $25k/$12k; Comp: $20k/$10k; Nominating: $15k/$10k), and $170,000 annual restricted stock (vests by the next annual meeting). Ms. Estradas receives none of these .
Performance Compensation (Director)
| Instrument | 2024 Grants | Performance Metrics |
|---|---|---|
| Performance-based equity (PSUs/PRS) | None | N/A (no director performance awards disclosed) |
| Options | None | N/A |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Private/non-profit boards | CEO, Arroyo Vista Family Health Center (non-profit FQHC) |
| Interlocks/conflicts | Related-party transactions between Astrana and Arroyo Vista (see below) |
Related-Party Transactions (Conflict Risk)
| Counterparty | Relationship | 2024 Amounts | Notes |
|---|---|---|---|
| Arroyo Vista Family Health Center | CEO is J. L. Estradas (Astrana director) | Company reimbursed $0.4 million for primary care services to enrollees; Company earned $2.2 million in management fees from Arroyo Vista | FQHC services and management arrangements (related person transaction reviewed under policy) |
Expertise & Qualifications
- FQHC leadership with extensive experience delivering care to medically underserved populations; operator since Arroyo Vista’s expansion to four centers plus mobile clinic .
- Public health credentials (UCLA MPH; nursing) and prior roles across academic, regional center, and state public health contexts .
Equity Ownership
| Item | Status |
|---|---|
| Beneficial ownership (shares) | — (none reported) |
| Unvested RS/RSUs | 0 |
| Options exercisable/unexercisable | 0 / 0 |
| Shares pledged | None disclosed; company policy restricts pledging without CFO approval |
| Director stock ownership guideline | 3× annual cash retainer for non-employee directors; 5 years to comply. Note: Ms. Estradas receives no cash retainer . |
Insider Trades and Section 16 Compliance
| Item | Status |
|---|---|
| Section 16(a) delinquent filings (2024) | Company noted two late Form 4s (CEO and CFO); no delinquency noted for Ms. Estradas |
Governance Assessment
-
Strengths
- Deep community healthcare and public health operating expertise valuable for value-based care and FQHC relationships .
- Met the 75%+ attendance guideline in 2024 (Board-level) .
-
Concerns
- RED FLAG: Not deemed independent by the Board; combined with active CEO role at a related-party counterparty (Arroyo Vista) that had 2024 transactions ($0.4m services reimbursed; $2.2m management fees to Astrana), this presents a standing conflict-of-interest risk that requires robust recusal and oversight processes .
- Alignment: Receives no director cash or equity compensation, holds no Astrana equity (no RS/RSUs or options outstanding; no beneficial ownership reported), which limits direct stock-based alignment with shareholders—even as stock ownership guidelines target 3× cash retainer for directors (she has no retainer) .
-
Mitigants and context
- Related-party transactions are governed by a formal Related Person Transactions Policy overseen by the Audit Committee, which considers independence impacts, arm’s-length terms, and alternative counterparties .
- Broader governance infrastructure includes a Lead Independent Director, standing independent committees, stock ownership guidelines, clawback policy, and insider trading/anti-hedging restrictions .
Overall implication: Ms. Estradas brings relevant operating expertise and acceptable attendance, but her non-independence and ongoing related-party exposure are material governance risks. Continued disclosure of RPT terms, documented recusals, and Audit Committee oversight will be key to investor confidence; lack of equity ownership/compensation may further limit shareholder alignment absent other safeguards .