John Chiang
About John Chiang
John Chiang (age 62) has served as an independent director of Astrana Health, Inc. since 2019. He is a former California State Treasurer (2015–2019) and State Controller (2007–2015), with earlier service on the California Board of Equalization (1999–2006), and began his career as an IRS tax law specialist. He holds a B.S. in Finance (University of South Florida, honors) and a J.D. (Georgetown University Law Center). The Board has affirmatively determined he is independent under Nasdaq and SEC rules, and he qualifies as an audit committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State of California | State Treasurer | 2015–2019 | Oversight of state finances; capital markets interface |
| State of California | State Controller | 2007–2015 | Financial control, auditing, accountability |
| California Board of Equalization | Member | 1999–2006 | Tax administration oversight |
| Internal Revenue Service | Tax Law Specialist | Early career | Tax technical expertise |
| Office of CA State Controller (Gray Davis) | Attorney | Early career | Legal advisory |
| Office of U.S. Senator Barbara Boxer | Staff | Early career | Legislative/government affairs |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| Pasadena Private Lending, LLC | Board of Directors (prior Advisory Board) | Advisory Board 2019; Director since Dec 2023 | Private | Lending-focused |
| Adept Urban | Advisory Board | Since Jan 2021 | Private | Urban development advisory |
| GrubMarket | Board of Directors | Since Feb 2024 | Private | Food supply chain tech |
| Chime TV | Board of Directors | Since Jun 2023 | Private | Media |
| Foxx Development Holdings Inc. | Board of Directors | Since Nov 2024 | Private | Real estate development |
| Century Housing | Board of Directors | Since Feb 2024 | Non-profit | Affordable housing |
| AlphaX RE Capital | Advisory Board | Since Feb 2024 | Private | Real estate capital |
| OFA Group | Director nominee | Will serve upon F‑1 effectiveness | Public (Foreign issuer) | Pending effectiveness |
| Aegis Systems | Board of Directors | Jan 2019–Dec 2020 | Private | Technology |
| Calyx Peak Companies | Corporate Advisory Board | Feb 2019–Mar 2022 | Private | Cannabis |
| Zeus Technologies | Board of Directors | Jan 2019–Mar 2021 | Private | Technology |
| Deep Medicine Acquisition Corp. (n/k/a TruGolf Holdings, Inc.) | Board of Directors | Oct 2022–Jan 2024 | Public (SPAC → TruGolf) | Health/tech SPAC |
| Chijet Motors | Board of Directors | Jun 2023–May 2024 | Public | Auto manufacturing |
| Boom Interactive | Board of Directors | May 2023–Mar 2025 | Private | Software |
No direct interlocks disclosed with Astrana’s major related parties; Chiang’s committee role includes oversight of related party transactions (Audit Committee), mitigating conflict risk .
Board Governance
| Area | Details |
|---|---|
| Committees | Audit Committee (member); Compensation Committee (member) |
| Chair Roles | None (Audit Chair: David G. Schmidt; Compensation Chair: Mitchell W. Kitayama) |
| Independence | Board affirmed independence for Chiang under Nasdaq and SEC rules; Audit Committee members meet Rule 10A‑3 criteria |
| Attendance | In 2024, each incumbent director except Ms. Dai attended ≥75% of Board and committee meetings on which they served (Chiang met threshold) |
| Board Meetings | 11 Board meetings and 7 actions by written consent in 2024 |
| Committee Meetings | Audit: 4 meetings, 5 consents; Compensation: 2 meetings, 7 consents (Chiang is a member of both) |
| Executive Sessions | Independent and non‑management directors meet periodically in executive session without management |
| Responsibilities (Audit) | Financial reporting oversight, internal controls, auditor oversight, complaints procedures, cybersecurity/AI risk, internal audit, and related party transactions |
| Responsibilities (Compensation) | Executive/director compensation, equity and incentive plans, HCM strategy, clawback policy application, compensation risk review |
| Lead Independent Director | Role defined; liaison, agenda review, executive sessions; incumbent: Mitchell W. Kitayama |
Fixed Compensation
| Component | 2024 Program Terms | 2024 Actual for Chiang ($) |
|---|---|---|
| Annual cash retainer | $80,000; paid monthly | Fees earned in cash: $102,000 |
| Committee membership retainers | Audit member $12,000; Compensation member $10,000; Nominating member $10,000 | Included in cash fees (amounts reflect committee service) |
| Committee chair retainers | Audit Chair $25,000; Compensation Chair $20,000; Nominating Chair $15,000 | Not applicable (not a chair) |
| Lead Director/Board Chair retainer | Additional $32,500 (non‑employee) | Not applicable |
Performance Compensation
| Component | Structure | 2024 Actual for Chiang |
|---|---|---|
| Annual equity grant (non‑employee directors) | Restricted stock grant, grant‑date value $170,000; vests on earlier of 1‑year anniversary or next annual meeting; subject to continued service | Stock awards grant‑date fair value: $169,967; unvested restricted stock outstanding at 12/31/2024: 3,564 shares |
| Options (legacy) | No options granted in 2024 to directors under program; repricing prohibited without shareholder approval | Outstanding unexercised options at 12/31/2024: 28,500 (Chiang) |
Director equity awards are time‑based; no director performance‑based equity disclosed for non‑employee directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current Boards/Advisory | See “External Roles” table above; multiple private and non‑profit boards; one pending foreign issuer (OFA Group) |
| Prior Public Boards | Deep Medicine Acquisition Corp. (TruGolf), Chijet Motors (ended 2024) |
| Interlocks with Astrana partners/customers/suppliers | None disclosed relating to Chiang; Audit Committee oversees related party transactions broadly |
Expertise & Qualifications
- Finance, tax, and legal expertise; >20 years in CA statewide elected fiscal roles (Treasurer, Controller, BOE); extensive director experience in public/private companies .
- Audit committee financial expert designation; independent under Nasdaq/SEC; supports robust financial oversight .
- Education: B.S. Finance (USF, honors); J.D. (Georgetown) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 36,683 shares (includes derivatives as applicable per SEC rules) |
| Beneficial ownership % of class | Less than 1% (based on 56,072,504 shares outstanding) |
| Options exercisable within 60 days | 20,000 (included in beneficial ownership) |
| Total outstanding stock options | 28,500 (unexercised options at 12/31/2024) |
| Unvested restricted stock (12/31/2024) | 3,564 shares |
| Pledging/Hedging | Company policy prohibits pledging/hedging without CFO’s prior written consent; no pledging disclosed for Chiang |
| Ownership guidelines | Non‑employee directors: 3× annual cash retainer; 5‑year compliance window; 50% net share retention until guideline met |
| Clawback applicability | Equity awards subject to Compensation Recovery Policy (SEC Rule 10D‑1/Nasdaq) |
Governance Assessment
- Board effectiveness: Chiang serves on Audit and Compensation—two critical oversight bodies—bringing governmental finance/tax/legal credentials and qualifying as an audit committee financial expert; independence affirmed under Nasdaq/SEC standards .
- Engagement: Met ≥75% attendance threshold for Board/committee meetings in 2024; Board convened 11 times with active committee activity (Audit 4; Compensation 2) .
- Alignment and incentives: Director pay is balanced—cash retainer plus time‑based equity; annual equity is subject to ownership guidelines and clawback; no option repricing permitted; hedging/pledging restricted—supports investor alignment .
- Conflicts/related‑party exposure: No related person transactions disclosed for Chiang; Audit Committee (of which he is a member) reviews, approves, and oversees related party transactions—strong structural mitigation given Astrana’s extensive related‑party activity elsewhere on the Board .
- Shareholder signals: 2024 say‑on‑pay support ~99%—indicates broad confidence in compensation governance framework; director compensation limit ($750k including cash+equity per year for non‑chair) further constrains director pay inflation .
- Compliance: No Section 16(a) delinquency disclosures for Chiang in 2024; strong insider trading policy governance including 10b5‑1 plan controls .
RED FLAGS: None disclosed specific to Chiang. Positive indicators include independence, financial expertise, attendance compliance, and absence of related‑party transactions tied to him .
Note: Director‑specific compensation details (option strike, expiration, vesting specifics) are not disclosed; annual director equity awards are time‑based restricted stock with stated grant‑date value and standard vesting tied to service/annual meeting .