Weili Dai
About Weili Dai
Independent director of Astrana Health (ASTH), age 63, serving since 2021. Co‑founder and former President/Director of Marvell Technology (to 2016); co‑founder and Executive Chairwoman of MeetKai (since 2018); Chair of Lark Technologies. B.S. in Computer Science from UC Berkeley; recognized on Forbes “World’s Most Powerful Women” and as EY Entrepreneur of the Year .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marvell Technology | Co‑founder; President and Director | Until 2016 | Built global semiconductor company; technology leadership credentials |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MeetKai, Inc. | Executive Chairwoman | 2018–Present | AI‑enabled conversational search; co‑founder |
| Lark Technologies, Inc. | Chairman of the Board | Not disclosed | Healthcare tech company; conversational AI care |
Board Governance
- Independence: Board affirmatively determined Weili Dai is independent under Nasdaq and SEC rules; all standing committees comprise independent directors .
- Committee assignments: None; not currently on Audit, Compensation, or Nominating & Corporate Governance committees .
- Attendance: The Board met 11 times in 2024; “each of our incumbent directors, except Ms. Dai, attended 75% or more” of Board and committee meetings—indicating Dai fell below the 75% threshold (red flag for engagement) .
- Executive sessions and leadership: Lead Independent Director (Kitayama) leads independent sessions; Dai does not hold Lead Director or chair roles .
| Governance Attribute | Status/Detail |
|---|---|
| Independent Director | Yes |
| Director Since | 2021 |
| Committees | None |
| 2024 Attendance | Below 75% threshold (Board held 11 meetings) |
| Lead Independent Director | Not applicable (held by Kitayama) |
Fixed Compensation
Astrana’s July 2024 non‑employee director program: $80,000 annual cash retainer; Chair/member committee retainers; annual restricted stock grant $170,000 grant‑date value, vesting by first anniversary or next annual meeting .
| Year | Fees Earned (Cash) | Equity Awards (Grant-Date FV) | Total |
|---|---|---|---|
| 2024 | $80,004 | $169,967 | $249,971 |
- Program details: Audit Chair $25,000; Comp Chair $20,000; Nominating Chair $15,000; Audit member $12,000; Comp member $10,000; Nominating member $10,000; additional $32,500 for Lead Director/Board Chair (not applicable to Dai) .
Performance Compensation
- No performance‑based director equity disclosed; annual director grants are time‑based restricted stock vesting by the next annual meeting/first anniversary .
No director performance metrics (TSR, EBITDA, ESG) apply to non‑employee director awards .
Other Directorships & Interlocks
- No Astrana‑disclosed related‑party transactions or shared directorships involving Weili Dai; related‑party section lists transactions tied to Lam, Sim, Marsh, Estradas, Young and affiliates, but not Dai .
Expertise & Qualifications
- Deep technology and AI background (semiconductors, conversational AI) with executive/board leadership at Marvell, MeetKai, Lark .
- Recognitions (Forbes Most Powerful Women; EY Entrepreneur of the Year) underscore influence and network .
- Education: B.S. Computer Science, UC Berkeley .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial Ownership (Common Shares) | 7,214 shares (<1%) |
| Unvested Restricted Stock Outstanding (12/31/2024) | 3,564 shares |
| Stock Options Outstanding | 0 |
- Ownership guidelines: Non‑employee directors must hold 3× annual cash retainer; five years to comply (April 2024 adoption → compliance by April 2029). Until met, must retain at least 50% of shares received (net of taxes/exercise) .
Insider Trades & Filings
| 2024 Section 16(a) Filing Timeliness | Notes |
|---|---|
| Timely | Company reports only two late Form 4 filings—Brandon K. Sim and Chandan Basho; no delinquencies noted for Weili Dai |
Governance Assessment
- Strengths: Independent director with strong technology/AI credentials; standard, market‑aligned director pay structure; subject to stock ownership guidelines and clawback policy; insider trading policy restricts hedging/pledging (alignment) .
- Concerns:
- Attendance: Failing to meet the 75% threshold in 2024 is a material engagement red flag; may affect board effectiveness and investor confidence if persistent .
- Committee leverage: No committee memberships limits direct influence on audit/compensation/governance oversight .
- Ownership alignment: Beneficial holdings are small (<1%); reliance on annual RS grants for alignment, with guideline compliance timeline through 2029 .
- Conflicts/Related‑Party Exposure: None disclosed for Dai; related‑party transactions detailed for other directors/executives (Lam, Sim, Marsh, Estradas, Young), not Dai—reduces conflict risk profile .
Overall: Dai brings valuable tech/AI expertise but should improve attendance and consider committee engagement to enhance governance impact. No disclosed conflicts and standard director compensation/ownership policies support alignment, yet low ownership and limited committee roles temper investor confidence pending improved participation .