Linda Marsh
About Linda Marsh
Linda Marsh (age 75) has served on Astrana Health’s Board since 2019. She is Senior Executive Vice President at AHMC Healthcare Inc., overseeing finance for seven hospitals and leading government relations and risk management; she also serves as Senior EVP of Health Source MSO Inc. and owns Aurion Corporation, a consulting firm. She holds a B.S. in economics and an MAcc from USC and completed a healthcare executive program at the University of Colorado . In 2024, she attended at least 75% of Board and committee meetings of bodies she served on; the Board held 11 meetings and acted by consent seven times .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AHMC Healthcare Inc. | Senior Executive Vice President; oversees finance for seven hospitals; government relations; risk management | 1999–present | Chairs/participates in numerous hospital governing boards and committees |
| Health Source MSO Inc. | Senior Executive Vice President | 2005–present | Healthcare management and administrative support |
| Aurion Corporation | Owner; consulting services | Not disclosed | Consulting for healthcare organizations |
| Astrana Health (ASTH) | Director | 2019–present | Board member; no standing committee assignments in 2024 |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Fulgent Genetics, Inc. | Director | Since Aug 2019 |
| Hospital Association of Southern California | Board Member | Not disclosed |
| Private Essential Access Community Hospitals | Board Member | Not disclosed |
| American Red Cross | Board Member | Not disclosed |
| Healthcare Financial Management Association | Active Member | Not disclosed |
Board Governance
- Independence: Not classified as independent by the Board under Nasdaq criteria; independent directors named exclude Marsh .
- Committee assignments: None; the Audit, Compensation, and Nominating & Corporate Governance Committees are fully independent and Marsh is not listed as a member or chair on any .
- Attendance: Each incumbent director except Weili Dai attended ≥75% of Board and applicable committee meetings in 2024; Marsh met this threshold .
- Executive sessions: Independent and non-management directors meet periodically in executive session .
Fixed Compensation
| Component | 2024 Policy/Amount | Linda Marsh 2024 Actual |
|---|---|---|
| Annual cash retainer | $80,000, paid monthly | $80,004 |
| Committee chair retainers | Audit $25,000; Comp $20,000; Nominating $15,000 (if chair) | $0 (no chair role) |
| Committee member retainers | Audit $12,000; Comp $10,000; Nominating $10,000 | $0 (no committee membership) |
| Lead Director/Board Chair add’l | $32,500 | $0 |
| Equity – annual restricted stock | $170,000 grant-date value; vests by next AGM or 1 year (≥50 weeks) | $169,967 (grant-date fair value) |
Performance Compensation
| Item | Details |
|---|---|
| Performance-based components | None disclosed for non-employee directors; director equity grants are time-based restricted stock vesting at next AGM or first anniversary (≥50 weeks) |
| Director equity vesting | Annual director restricted stock vests on earlier of next AGM or first anniversary; minimum vesting policy permits this for directors |
Other Directorships & Interlocks
| Relationship | Nature | 2024 Magnitude |
|---|---|---|
| AHMC Healthcare Inc. | Customer and vendor; Astrana recognized revenue and incurred expenses with AHMC | Revenue $41.3M; Expenses $34.9M |
| Health Source MSO Inc. | Services agreement | Revenue $1.6M |
| Aurion Corporation (owned by Marsh) | Consulting services | Expenses $0.3M |
| Risk-sharing agreements with certain AHMC hospitals | Share surplus/deficits of hospital pools | Risk pool revenue recognized $34.1M; Risk pool receivables outstanding $47.7M at 12/31/2024 |
RED FLAG: Significant related-party transactions with entities where Marsh holds senior roles or ownership (AHMC, Health Source MSO, Aurion), while serving on the Board, create potential conflicts and constrain independence. The Board does not classify Marsh as independent; she is excluded from committees comprised solely of independent directors .
Expertise & Qualifications
- Hospital administration, government relations, risk management (Senior EVP at AHMC; Health Source MSO) .
- Board experience in healthcare and genetics (Fulgent Genetics) .
- Education: B.S. economics; master’s in accounting (USC); healthcare executive program (University of Colorado) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (common) | 97,192 shares | <1% of outstanding |
| Options outstanding (total) | 28,500 | As of 12/31/2024 |
| Options exercisable within 60 days of Record Date | 20,000 | Included in beneficial ownership count |
| Unexercisable options (implied) | 8,500 | 28,500 total less 20,000 exercisable |
| Unvested director restricted stock (12/31/2024) | 3,564 shares | Standard annual director grant |
| Pledging/Hedging | Company policy prohibits pledging/hedging absent CFO pre-approval; no pledges disclosed for Marsh | |
| Stock ownership guidelines | Directors must hold ≥3x annual cash retainer; 5 years to attain; retain ≥50% of net shares until compliant |
Insider Trades
| Period | Filing | Notes |
|---|---|---|
| 2024 | No Marsh-specific Form 4 noted in proxy’s Section 16(a) review; all required reports timely except two executives | Proxy lists exceptions for Brandon Sim and Chandan Basho; no exceptions listed for Marsh |
Governance Assessment
- Independence and committee effectiveness: Marsh is not independent and holds no committee roles; independent oversight is maintained via committee structure excluding non-independent directors . Implication: Limits Marsh’s influence on audit/comp/nominating matters; mitigates conflict risk in formal oversight.
- Conflicts/related parties: Extensive transactions with AHMC/Health Source/Aurion where Marsh is executive or owner are material and recurrent. Risk: perceived influence or information flow could affect contracting terms or risk-sharing settlements; Board’s related-party policy places reviews under Audit Committee .
- Attendance and engagement: Met the ≥75% attendance threshold; Board met frequently; indicates baseline engagement .
- Director pay alignment: Mix of cash ($80k) and equity (~$170k) aligns with broader governance norms; minimum vesting and $750k director comp cap in equity plan add guardrails . Ownership guidelines (3x retainer; 5-year runway; 50% retention) support alignment, though individual compliance status is not disclosed .
- Say-on-pay climate and comp governance: Company reported 99% support for executive say-on-pay in 2024; independent consultant (Pearl Meyer) used by Compensation Committee; clawback and no repricing policies in place . While executive pay practices are robust, they do not directly mitigate Marsh-specific conflicts.
Overall signal: Governance risk primarily centers on related-party exposure tied to Marsh’s outside roles; mitigation is via independence-based committee structure and formal related-party approval processes. Continued transparency on transaction terms, recusal practices, and monitoring of receivables (e.g., $47.7M risk pool receivables) is critical for investor confidence .