Kenneth Sim, M.D.
About Kenneth Sim, M.D.
Executive Chairman and Co‑Founder of Astrana Health (formerly Apollo Medical Holdings); age 71; director since 2017. Dr. Sim holds a B.A. from UCLA and received medical training at Loma Linda University School of Medicine and the Autonomous University of Guadalajara; he is a Fellow of the American College of Surgeons and serves as Executive Chairman of the Board, with deep operating experience across Astrana and affiliated entities . Under Astrana’s 2024 performance, revenue grew 47% to $2,034.5M with Adjusted EBITDA up 16% to $170.4M; net income attributable to Astrana was $43.1M; TSR for $100 invested (SEC “pay vs performance” basis) was 171 in 2024 versus 208 in 2023 .
| Metric | 2023 | 2024 |
|---|---|---|
| Revenue ($MM) | $1,386.7 | $2,034.5 |
| Adjusted EBITDA ($MM) | $146.6 | $170.4 |
| Net income attributable to Astrana ($MM) | $60.7 | $43.1 |
| TSR – value of $100 initial investment (year-end) | 208 | 171 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Astrana Health Management, Inc. (AHM) | Board member | Since 2006 | Governance of key operating subsidiary |
| Astrana Health Management, Inc. (AHM) | Chairman | Since 2013 | Leads subsidiary oversight and strategy execution |
| Allied Physicians of California (APC) | Chairman of the Board | Not disclosed | Chairs Astrana’s largest stockholder and consolidated VIE |
| “Healthcare City” (City of Industry, CA) | Founder | Not disclosed | Streamlined outpatient services (surgical center, wellness, lab/radiology, urgent care) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Alhambra Hospital Medical Center | Governing Board of Directors | Not disclosed | Community hospital governance |
| National Council of Asian Pacific Islander Physicians | Board member | Not disclosed | National physician advocacy role |
Fixed Compensation
| Year | Salary ($) | Cash Bonus ($) | Stock Awards ($) | Option Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 950,000 | — | 9,392,000 | — | — | 20,866 | 10,362,866 |
| 2023 | 950,000 | 1,000,000 | 3,253,500 | — | — | 20,100 | 5,223,600 |
| 2022 | 950,000 | 450,000 | — | — | — | 94,015 | 1,494,015 |
Notes:
- Dr. Sim receives no separate compensation for director service (compensated as an executive) .
- As of 12/31/24, his annual base salary was $950,000 per employment agreement .
Performance Compensation
| Grant date | Award type | Shares | Performance metric(s) | Target/Threshold | Vesting |
|---|---|---|---|---|---|
| 11/08/2024 | Performance‑based restricted stock | 133,333 | Specific financial milestones (FY2025) | Committee‑set; certified post‑period | After performance certification: either 4 equal annual installments beginning in early 2025 or 50%/25%/25% beginning in early 2026 (Committee‑set dates) |
| 11/08/2024 | Time‑based restricted stock | 66,667 | N/A | N/A | 4 equal annual installments beginning 3/5/2025 |
| 12/15/2023 | Performance‑based restricted stock | 60,000 | Revenue ≥ $1,512B and Adj. EBITDA > $151M (by FY ending ≤ 12/31/2024); and separate tranche for Revenue ≥ $1,675B and Adj. EBITDA ≥ $134M (by FY ending ≤ 12/31/2025) | Company‑level targets above | Following performance certification: either 4 equal annual installments (early 2025 start) or 50%/25%/25% (early 2026 start) |
| 12/15/2023 | Time‑based restricted stock | 30,000 | N/A | N/A | 4 equal annual installments beginning 3/5/2025 |
Additional data points:
- Options exercised in 2024: 28,046 shares; value realized $613,086 .
- No new option grants in 2024; equity emphasis is restricted stock (time‑ and performance‑based) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 1,488,942 shares (2.6% of outstanding as of 4/22/2025 record date) |
| Components of ownership | Includes 59,004 options exercisable within 60 days; 546,349 shares in Kenneth T & Simone S Sim Family Trust; 42,996 shares in Kenneth T. Sim Pension Plan Trust; 230,688 shares in a grantor retained annuity trust; Dr. Sim disclaims beneficial ownership except to extent of pecuniary interest in those entities |
| Outstanding time‑based RS (12/31/2024) | 66,667 (11/08/2024 grant); 30,000 (12/15/2023 grant) |
| Outstanding performance‑based RS (12/31/2024) | 133,333 (11/08/2024 grant); 60,000 (12/15/2023 grant) |
| Stock ownership guidelines | Adopted April 2024: 5× salary (CEO), 3× salary (other Section 16 officers), 3× annual retainer (non‑employee directors); 5‑year compliance window; 50% net‑after‑tax retention until met |
| Hedging/pledging policy | Prohibits pledging, hedging, short sales, and options trading without prior written CFO approval; 10b5‑1 plans permitted under strict guidelines |
Vesting runway and potential supply:
- 96,667 time‑based RS scheduled to vest over 2025–2028 (4 annual installments starting 3/5/2025) .
- 193,333 performance‑based RS eligible to vest upon goal certification, then over multi‑year schedules (either four annual or 50/25/25) .
Employment Terms
| Term | Summary |
|---|---|
| Agreement | One‑year initial term with automatic renewals; annual bonus at Board discretion; eligible for cash/equity LTIs; company‑paid medical/dental/vision/disability/life insurance |
| Termination without cause / for good reason | Cash severance equal to (1/12 × most recent base salary × years of service), capped at 12 years; 100% vesting of outstanding LTIs (subject to actual achievement for performance awards); benefits as per plan |
| Change‑of‑control (equity treatment) | Company equity plan provides double‑trigger vesting: if awards assumed, convert perf to target and continue vesting with full acceleration on qualified termination within 2 years; if not assumed, full vesting at change‑of‑control (perf at target) |
| Estimated payouts (as of 12/31/2024) | Termination without cause/for good reason: Cash $950,000; Accelerated equity $4,939,711; Welfare benefits $22,212; Total $5,911,923 |
Board Governance
- Role and independence: Executive Chairman (non‑independent); family relationship disclosed (CEO Brandon K. Sim is his son) .
- Board structure: Non‑independent Executive Chairman and Vice Chairman balanced by Lead Independent Director and fully independent Audit, Compensation, and Nominating committees .
- Committee service: Not a member of standing committees; serves on the Strategy Committee (with independent directors) .
- Attendance: At least 75% of Board and committee meetings in 2024 for all incumbents except Ms. Dai (implies Dr. Sim met ≥75%) .
- Director pay: No separate director compensation for Dr. Sim (compensated as an executive) .
Related‑Party Transactions (key items)
- Sunny Village Center (Tag‑2): Dr. Sim owns ~9.6%; 2023 three‑year $0.5M note (paid in full by record date); $0.5M in skilled nursing services reimbursed by Astrana in 2024 .
- First Commonwealth Property, LLC: Dr. Sim and Dr. Lam hold interests; Astrana incurred ~$0.2M rent in 2024; related operating lease balances disclosed .
- General surgery group (solely owned by Dr. Sim): APC paid $3.1M in 2024 for provider services .
- APC stock transactions: Astrana repurchased ~$10.6M of stock from APC in 2025; APC voting limited to 9.99% via Voting and Registration Rights Agreement (excess voted proportionally by management proxy) .
Director & Executive Compensation Governance
- 2024 say‑on‑pay support ~99% (strong shareholder endorsement) .
- Program enhancements: formal peer group; annual bonus metrics tied 50% revenue, 25% Adjusted EBITDA, 25% Annual Wellness Visit %; CEO/CFO equity mix 1/3 time‑based, 2/3 performance‑based; stock ownership guidelines adopted .
- Clawback: Effective Oct 2, 2023; applies to incentive‑based comp for three prior fiscal years upon restatement (SEC Rule 10D‑1 compliant) .
- Equity plan terms: minimum 1‑year vesting (5% carve‑out), double‑trigger CoC, no repricing without shareholder approval, director annual cap (ex‑Chair/Vice Chair) .
- “What we don’t do”: no hedging/pledging (without CFO approval), no single‑trigger CoC severance, no excise tax gross‑ups, no option repricing/backdating .
Performance & Track Record Highlights (Company)
- 2024 highlights: revenue $2,034.5M (+47% y/y); Adjusted EBITDA $170.4M (+16% y/y); expanded markets (AZ, HI, CA Central Valley); higher risk progression (73% of capitation in full‑risk); key deals (Community Family Care, Prospect Health System assets pending); new $1.295B credit facilities .
- TSR context: SEC “pay vs. performance” TSR down to 171 in 2024 from 208 in 2023, reflecting share performance dynamics despite operating growth .
Director Compensation (for context)
- Non‑employee directors (excludes Drs. Sim and Lam) receive: $80,000 annual cash retainer; $32,500 Lead Director/Chair premium; committee chair/member fees; and $170,000 annual restricted stock grant (vesting by next AGM) .
- Dr. Sim receives no separate director compensation (reported in executive SCT) .
Compensation Committee & Peer Group
- Compensation Committee: Independent directors Mitchell W. Kitayama (Chair), John Chiang, David G. Schmidt; uses independent consultant Pearl Meyer; oversees human capital, clawback, and risk .
- 2024 peer group (examples): agilon health; Alignment Healthcare; Evolent Health; Health Catalyst; HealthEquity; Premier; Privia Health; RadNet; Teladoc; Veradigm; NeueHealth; Chemed .
Investment Implications
- Alignment and retention: Material ownership (2.6%) plus large multi‑year restricted stock exposure (both time‑ and performance‑based) create strong financial alignment and medium‑term retention hooks; sizeable vesting events from 2025 onward could add episodic selling pressure upon tax withholding/monetization .
- Pay‑for‑performance: Dr. Sim’s 2023–2024 performance awards are explicitly tied to revenue and Adjusted EBITDA milestones with multi‑year vesting after certification, supporting linkage to profitable growth and capital allocation discipline .
- Governance risk/mitigants: Dual non‑independent board leadership and family relationship (Executive Chairman/CEO) present independence concerns, but are counterbalanced by a Lead Independent Director and fully independent key committees; related‑party transactions—particularly with entities in which Dr. Sim has interests—require continued audit scrutiny .
- Downside protection and change‑in‑control: Cash severance formula is moderate; equity uses double‑trigger CoC with no option repricing, no tax gross‑ups, and a robust clawback—shareholder‑friendly features that limit entrenchment risk while preserving continuity through transitions .