Matthew Mazdyasni
About Matthew Mazdyasni
Independent director since 2019; age 68. Former EVP, Chief Administrative Officer, and CFO of HealthCare Partners Holdings, LLC (acquired by DaVita in 2012), with a Master of Science in Accounting from the University of Kentucky. Serves on ASTH’s Audit Committee and Nominating & Corporate Governance Committee, and chairs the Board’s Strategy Committee; the Board affirms his independence under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HealthCare Partners Holdings, LLC | EVP, Chief Administrative Officer, CFO | 1982–Feb 2014 | Senior executive team contributions to growth leading to DaVita acquisition in Nov 2012 . |
| American Physician Group | Board of Directors & Executive Committee member | Through 2014 | Trade association governance experience . |
| USC Master of Health Administration Program | Preceptor | >25 years; Preceptor of the Year 2000–2001 | Academic mentoring in health administration . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| USC Sol Price School of Public Policy | Health Advisory Board Member | Current | Academic advisory engagement . |
Board Governance
| Item | Details |
|---|---|
| Independence | Board determined Mazdyasni is independent under Nasdaq listing standards and SEC rules . |
| Committee Assignments | Audit Committee (member); Nominating & Corporate Governance Committee (member) . |
| Committee Chair Roles | Strategy Committee Chair (members: Mazdyasni [chair], D.G. Schmidt, M.W. Kitayama, K. Sim, M.D.) . |
| Committee Activity (2024) | Audit: 4 meetings, 5 written consents; all members are independent and qualify as audit committee financial experts . Nominating & Corporate Governance: 0 meetings, 1 written consent . |
| Board Meetings & Attendance (2024) | Board held 11 meetings and 7 written consents; each incumbent director except Ms. Dai attended ≥75% of Board/committee meetings (Mazdyasni met the ≥75% threshold) . |
| Executive Sessions | Independent and non-management directors meet periodically in executive session without management . |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees | $102,000 | Non-employee director annual cash retainer $80,000; committee member retainers: Audit $12,000, Nominating $10,000 (program terms) . |
| Stock awards (grant-date fair value) | $169,967 | Annual restricted stock award; vests on earlier of first anniversary or next annual meeting . |
| Total | $271,967 | — |
| Non-Employee Director Compensation Program (Key Terms) | Amount / Term |
|---|---|
| Annual cash retainer | $80,000 |
| Committee member retainer | Audit $12,000; Compensation $10,000; Nominating $10,000 |
| Committee chair retainer | Audit $25,000; Compensation $20,000; Nominating $15,000 |
| Annual equity grant | Restricted stock with $170,000 grant-date value; time-based vesting to earlier of 1-year or next annual meeting |
| Director compensation cap | Cash + equity ≤ $750,000 per fiscal year (excludes Chair/Vice Chair) |
Performance Compensation
| Element | Structure | Metrics |
|---|---|---|
| Director equity | Time-based restricted stock; vests to earlier of first anniversary or next annual meeting | No performance metrics disclosed for non-employee directors . |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed . |
| Non-profit/academic boards | USC Sol Price School of Public Policy Health Advisory Board (current) . |
| Potential interlocks/conflicts (board-level context) | ASTH has related-party dealings with entities tied to other directors/executives (APC, AHMC, Tag-2, First Commonwealth Property, Third Way Health, etc.). No related-party transactions disclosed involving Mazdyasni personally . |
Expertise & Qualifications
- Financial leadership (former CFO/CAO) with deep healthcare administration experience; MS in Accounting .
- Audit Committee Financial Expert; Audit members (including Mazdyasni) all qualify under SEC rules .
- Strategy leadership as chair of the Strategy Committee .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership | 28,314 shares; <1% of outstanding shares . | |
| Unvested restricted stock (12/31/2024) | 3,564 shares . | |
| Stock options outstanding | 28,500 options (aggregate) . | |
| Stock ownership guidelines | Non-employee directors must hold ≥3x annual cash retainer; 5-year compliance window; retain ≥50% of net shares until met . | |
| Hedging/pledging | Prohibited without prior written CFO consent; strict insider trading controls and 10b5-1 requirements . | |
| Clawback | Equity awards subject to compensation recovery policy per SEC/Nasdaq rules . | |
| Change-of-control | Double-trigger vesting under the 2024 Equity Plan; no “liberal” CoC definition; no option/SAR repricing without shareholder approval . |
Insider Trades & Section 16 Compliance
| Item | Status |
|---|---|
| Section 16(a) filings (2024) | Company notes all directors/officers/≥10% holders filed timely except specified late filings for Brandon K. Sim and Chandan Basho; no late filings disclosed for Mazdyasni . |
Governance Assessment
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Strengths:
- Independent director with audit committee financial expertise; sits on Audit and Nominating & Corporate Governance Committees and chairs Strategy Committee, suggesting strong oversight of finance, governance, and strategic M&A/integration risk .
- Solid attendance (≥75%) and ongoing academic/community governance roles enhance board perspective .
- Director pay structure balanced between cash and time-based equity; director compensation cap and clawback policy, plus ownership guidelines, support alignment and governance discipline .
-
Watch items:
- Nominating & Corporate Governance Committee met 0 times in 2024 (only one consent), which may signal limited formal engagement on board refresh/succession and ESG policy oversight despite expanding business complexity .
- Significant related-party transactions exist at the company level (APC, AHMC, real estate entities, vendor affiliations). While none involve Mazdyasni personally, the broader environment requires robust Audit Committee scrutiny of related-party approvals and independence safeguards .
- Strategy Committee leadership places Mazdyasni at the center of acquisition and integration risks; effectiveness will hinge on clear oversight processes and meeting cadence (Strategy Committee meeting data not disclosed) .
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Overall investor confidence signal:
- An experienced healthcare finance operator with confirmed independence, audit expertise, and strategy leadership. Governance hygiene (clawback, ownership guidelines, director comp limits) is positive, but board/committee activity—especially in Nominating—should be monitored for engagement depth as ASTH pursues growth and complex transactions .