Thomas S. Lam, M.D., M.P.H.
About Thomas S. Lam, M.D., M.P.H.
Co‑founder of Astrana Health and currently Vice Chairman (since January 2024), age 75, director since 2016. Former Co‑CEO and President (2019–Jan 2024), CEO (Apr–Sept 2019), and Co‑CEO (Dec 2017–Mar 2019). Medical training from New York Medical College; gastroenterology training at Georgetown University; ~30 years as practitioner/administrator in healthcare. Beneficial owner of ~2.9% of ASTH common stock with significant trust holdings and vested options .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Astrana Health (ASTH) | Vice Chairman | Jan 2024–present | Presides when Executive Chairman absent; agenda review support . |
| Astrana Health (ASTH) | Co‑CEO and President | Sept 2019–Jan 2024 | Led operating performance and growth; transitioned to Vice Chairman . |
| Astrana Health (ASTH) | CEO | Apr 2019–Sept 2019 | Chief executive responsibilities . |
| Astrana Health (ASTH) | Co‑CEO | Dec 2017–Mar 2019 | Shared CEO role during period of strategic evolution . |
| Astrana Health Management, Inc. (AHM, subsidiary) | CEO; Board member | CEO since Jan 2006; Director since 2005 | Operational leadership of subsidiary . |
| Allied Physicians of California (APC) | Chairman & CEO (historical); CEO & CFO (current) | Chairman & CEO Jan 2006–Sept 2014; CEO & CFO since Oct 2014 | APC is a variable interest entity and major ASTH shareholder; voting constrained to 9.99% by agreement . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| APC | Chief Executive Officer & Chief Financial Officer; Director | Since Oct 2014 | APC beneficially owns ~10.9% of ASTH; subject to 9.99% voting cap via agreement; Lam disclaims beneficial ownership beyond pecuniary interest . |
| Real estate business managing leased properties | Chief Executive Officer | Ongoing (2024 transactions disclosed) | ASTH incurred ~$4.0m rent in 2024 for properties managed; related ROU asset/liability balances of $2.7m . |
| First Commonwealth Property, LLC | Investor (with Dr. Sim) | As of Dec 31, 2024 | ASTH incurred ~$0.2m rent in 2024; ROU asset ~$0.7m; lease liabilities ~$0.7m . |
Board Governance
- Independence: Not independent (Board identifies independent directors; Lam not included) .
- Committee memberships: None; all standing committees comprised solely of independent directors (Audit, Compensation, Nominating) .
- Attendance: Board held 11 meetings in 2024; each incumbent director except Ms. Dai attended ≥75% of Board and committee meetings—Lam met attendance guidelines .
- Years of service: Director since 2016 (currently Vice Chairman) .
- Lead independent oversight: Structure balances non‑independent Executive Chair and Vice Chair with Lead Independent Director (Kitayama) and independent committee chairs .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $950,000 | $950,000 | $950,000 |
| Director fees/retainer ($) | $0 (receives no separate director compensation) | $0 | $0 |
Performance Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Discretionary/Annual Bonus ($) | $450,000 | $1,000,000 | $0 (no non‑equity incentive plan payout shown) |
| Stock Awards ($, grant‑date fair value) | $0 | $3,253,500 | $1,878,400 |
| Option Awards ($) | $0 | $0 | $0 |
2024 Recognition Equity Award and Vesting
| Grant | Type | Shares | Vesting |
|---|---|---|---|
| 11/08/2024 | Time‑based RSUs | 13,333 | Four equal annual installments beginning 03/05/2025 . |
| 11/08/2024 | Performance‑based RSUs | 26,667 (target) | Vests upon achievement of specific FY2025 financial milestones; then either four equal annual tranches starting early 2025 or 50%/25%/25% annually starting early 2026 (Comp Committee to set dates) . |
| 12/15/2023 | Time‑based RSUs | 90,000 | Time‑based (as disclosed in outstanding awards) . |
Prior Performance Goals (Certified in 2024/2025) – Reference
| Grant Date | Goal Summary |
|---|---|
| 12/15/2023 | Achieve ≥$1,512m revenue by FY2024 (20% CAGR over 3 consecutive fiscal years) and >$151m Adjusted EBITDA; and separate goal of ≥$1,675m revenue by FY2025 (20% CAGR over 6 consecutive fiscal years) and $134m Adjusted EBITDA . |
Company Annual Incentive Framework (2024) – Context
| Metric | Weight | Threshold | Target | Maximum |
|---|---|---|---|---|
| Revenue | 50% | $1,539.0m | $1,710.0m | $1,881.0m |
| Adjusted EBITDA | 25% | $157.5m | $175.0m | $192.5m |
| Annual Wellness Visit % | 25% | 67.5% | 75.0% | 82.5% |
| Note: Lam was not shown as a participant in the 2024 annual cash bonus plan; SCT indicates no 2024 non‑equity incentive payout for Lam . |
Other Directorships & Interlocks
| Entity | Relationship | Details/Exposure |
|---|---|---|
| APC | CEO/CFO; Director | APC held ~6,132,802 shares (10.9%); voting capped at 9.99% by agreement; Lam disclaims beneficial ownership beyond pecuniary interest . |
| Variable interest arrangements | VIE/Consolidation context | APC is noted as consolidated VIE in ASTH disclosures; proxy describes voting proxy mechanics for excess shares . |
Expertise & Qualifications
- Physician executive with ~30 years in clinical practice, healthcare administration, and entrepreneurship; co‑founded Astrana; prior leadership at APC and AHM .
- Medical training at New York Medical College; GI training at Georgetown University .
- Recognitions: Corporate Citizens of the Year (East LA College Foundation, 2014); YMCA Heart of the Community (2015) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Thomas S. Lam, M.D., M.P.H. | 1,622,330 | 2.9% | Includes 59,004 options exercisable within 60 days; 1,133,706 shares in Thomas & Jeanette Lam 2002 Family Trust . |
Outstanding Equity Awards (as of 12/31/2024)
| Grant | Instrument | Status | Key Terms |
|---|---|---|---|
| 11/08/2024 | RSUs (time‑based) – 40,000 | Unvested | Market value ~$1,261,200 at 12/31/2024; vests per time-based schedule . |
| 12/15/2023 | RSUs (time‑based) – 90,000 | Unvested | Market value ~$2,837,700 at 12/31/2024 . |
| 11/02/2021 | Stock Options – 29,502 | Vested/exercisable | Exercise price $71.45; expires 11/02/2026 . |
| 12/10/2020 | Stock Options – 29,502 | Vested/exercisable | Exercise price $17.78; expires 12/10/2025 . |
- Pledging/hedging policy: Company prohibits pledging and hedging without prior written CFO approval; directors/officers subject to Insider Trading Policy restrictions .
- Stock ownership guidelines: Non‑employee directors have 3× annual cash retainer requirement; executives 3× base (CEO 5×). Lam receives no separate director compensation and ceased serving as an executive officer Jan 19, 2024, so applicability depends on designation; guidelines require 50% post‑vest share retention until met .
Related Party Transactions and Potential Conflicts
| Transaction | 2024 Amount | Relationship/Notes |
|---|---|---|
| Office leases with real estate business | ~$4.0m rent expense | Lam is CEO of the real estate business; related ROU asset/liability balances ~$2.7m each . |
| First Commonwealth Property, LLC leases | ~$0.2m rent | Lam and Sim have ownership interests; ROU asset ~$0.7m; lease liabilities ~$0.7m . |
| APC–ASTH stock repurchases | ~$10.6m (2025) | ASTH purchased shares from APC; Lam is APC CEO & CFO; voting cap mechanisms apply via agreement . |
| Tag‑2/Sunny Village Care Center | ~$0.5m services reimbursed | Lam and Sim own interests; ASTH entered $0.5m promissory note in Nov 2023 (paid off by record date) . |
- Policy oversight: Audit Committee reviews and approves related person transactions under written policy with arm’s‑length and independence criteria .
Employment & Contracts
- Structure: One‑year initial term with auto renewals; bonuses discretionary; eligible for long‑term incentives and benefits similar to other executives .
- Termination/severance: If terminated without cause or for good reason, cash severance equals one‑twelfth of most recent base salary × full years of service (cap at 12 years); 100% vesting of outstanding long‑term incentives upon qualifying termination, subject to performance goal achievement as applicable .
- Estimated termination benefits (as of 12/31/2024): Cash severance $950,000; accelerated vesting value ~$3,258,089; welfare benefit continuation ~$15,523; total ~$4,223,612 .
Compensation Governance Context
- Clawback: Compensation Recovery Policy (effective Oct 2, 2023) for three prior fiscal years’ incentive‑based pay in case of restatements (SEC/Nasdaq compliant) .
- Equity plan features: Double‑trigger vesting upon change of control if awards assumed; no option/SAR repricing without shareholder approval; director pay cap; minimum vesting periods; clawback applicability .
- Say‑on‑pay: ~99% approval at 2024 annual meeting; program enhancements include peer group alignment, explicit bonus metrics, PSU mix, and ownership guidelines .
Governance Assessment
- Independence and committee roles: Lam is not independent and holds Vice Chairman role; not on Audit/Compensation/Nominating committees—limits direct involvement in oversight functions, but Board uses independent chairs and Lead Independent Director to counterbalance .
- Attendance: Meets ≥75% attendance threshold, supporting baseline engagement .
- Ownership alignment: Material ownership (2.9%) and substantial unvested equity; options are fully vested and exercisable; strong alignment but with notable related party ties .
- Conflicts/related party exposure – RED FLAGS:
- Significant leasing and financial flows with entities where Lam is an officer/investor (real estate business; First Commonwealth Property) .
- APC interlocks: Lam as APC CEO/CFO while APC is a major ASTH shareholder and a consolidated VIE; stock repurchases from APC may create perceived conflicts despite voting caps and policies .
- Incentives: 2024 equity awards combine time‑based and performance‑based RSUs with FY2025 milestones; prior awards tied to revenue and Adjusted EBITDA—generally pay‑for‑performance orientation; no 2024 cash incentive for Lam post‑executive transition .
- Policy safeguards: Formal related‑party policy (Audit Committee approval), clawback, insider trading/anti‑pledging, and ownership guidelines mitigate risks, though execution quality depends on rigorous committee oversight .
Overall, Lam brings deep operator experience and substantial ownership; however, multiple related‑party transactions and his ongoing leadership roles at APC and affiliated property entities represent governance risk factors that investors should monitor in conjunction with independent committee oversight and execution of related‑party policies .