Johnny Kim
Director at BTSG
Board
About Johnny Kim
Johnny Kim (age 34) is an independent director of BrightSpring Health Services (BTSG), serving on the Board since 2019. He is a Director on KKR & Co.’s Americas Private Equity Health Care team (since 2015) and previously worked at Goldman Sachs (2013–2015); he holds an Honors B.A. with distinction from the Ivey Business School, Western University, and was an Ivey Scholar . The Board has affirmatively determined that Mr. Kim is independent under Nasdaq rules; he was designated for election by KKR pursuant to the company’s Stockholders Agreement in light of KKR’s majority voting power .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KKR & Co. (Americas PE Health Care team) | Director | 2015–present | Focused on healthcare investments |
| Goldman Sachs | Investment banking (M&A/financing) | 2013–2015 | Worked on M&A and financing transactions |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Argenta | Director | Current | KKR portfolio; exact committee roles not disclosed |
| Brightline | Director | Current | Committee roles not disclosed |
| Clarify Health Solutions | Director | Current | Committee roles not disclosed |
| Global Medical Response | Director | Current | Committee roles not disclosed |
| SkinSpirit | Director | Current | Committee roles not disclosed |
| Therapy Brands | Director | Current | Committee roles not disclosed |
Board Governance
- Committee assignments (current): No current committee roles listed for Johnny Kim; the Board’s 2024 committee table shows blank assignments for him .
- Recent change: Previously served on the Audit Committee; resigned January 2025 to ensure the Audit Committee is fully independent following listing; current Audit members are Olivia Kirtley (Chair), Timothy Wicks, and Steve Miller .
- Independence: Determined independent under company guidelines and Nasdaq rules (including committee membership tests) .
- Attendance and engagement: Board held 5 meetings in 2024; all directors attended at least 75% of Board/committee meetings during periods served .
- Board structure: Combined Chair/CEO; no Lead Independent Director elected at this time; independent directors hold executive sessions regularly .
- Controlled company: KKR-related entities hold ~54% voting power; BTSG utilizes “controlled company” exemptions under Nasdaq for certain governance requirements .
Fixed Compensation
BTSG does not currently pay non-employee directors any cash fees or equity for Board service; directors are reimbursed for reasonable out-of-pocket expenses. The company anticipates reviewing its director compensation program following its IPO .
| Component | Amount/Status |
|---|---|
| Annual cash retainer | None |
| Committee membership/Chair fees | None |
| Meeting fees | None |
| Equity grants (RSUs/DSUs/options) | None |
| Expense reimbursement | Reasonable out-of-pocket expenses reimbursed |
Performance Compensation
- BTSG has no performance-based compensation program for non-employee directors at this time (no annual equity or cash incentives tied to metrics) .
| Performance Incentive | Metrics | Targets | Status |
|---|---|---|---|
| Director incentive plan | N/A | N/A | No director performance plan in place |
Other Directorships & Interlocks
- Public company directorships: Not disclosed for Mr. Kim in the proxy (listed roles appear to be primarily private company boards) .
- Designation rights: Mr. Kim is KKR’s designated nominee under the Stockholders Agreement; Walgreens has declined to nominate a director despite having rights .
- Potential interlocks: Mr. Kim’s roles across KKR-related healthcare portfolio companies create information-sharing and influence channels; no specific BTSG competitor/supplier/customer interlocks are disclosed beyond KKR’s relationships noted under related-party transactions .
Expertise & Qualifications
- Sector and deal expertise: Significant business, financial, and healthcare investment experience aligned with BTSG’s sector focus .
- Education: Honors B.A. with distinction, Ivey Business School (Western University); Ivey Scholar .
- Board’s rationale: Board cites his healthcare investment expertise and involvement with KKR’s investment in BTSG as key qualifications .
- Independence status: Board affirms independence under Nasdaq rules .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Johnny Kim | 0 | <1% | Listed as “-” in table; KKR affiliates collectively own ~53% |
| KKR Stockholder (affiliates) | 92,959,984 | 53.1% | KKR Phoenix Aggregator L.P. and related entities |
- Ownership guidelines: Compensation Committee may adopt stock ownership guidelines for directors, but specific director guidelines/requirements are not disclosed in the proxy .
- Hedging/pledging: Insider Trading Policy prohibits hedging (options, swaps, collars, exchange funds) and short-selling; pledging is not specifically referenced in the summary provided .
- Section 16 compliance: Company reports Section 16 compliance in 2024, except a late Form 3 for director Steve Miller; no issues identified for Johnny Kim .
Governance Assessment
Strengths
- Independence affirmed by Board; meets Nasdaq independence standards .
- Strong attendance standard met (≥75% of meetings in 2024 for all directors) .
- Healthcare investment expertise is directly relevant to BTSG’s strategy and industry .
- Executive sessions of independent directors and established committee structure (Audit; Compensation; Quality & Compliance and Governance) support oversight .
Risks and potential conflicts (investor watchpoints)
- Controlled company status: KKR’s ~54% voting power and designation rights concentrate influence over director nominations, including Mr. Kim as KKR’s nominee .
- Related-party exposures: Material transactions with KKR affiliates in 2024–2025, including a $22.7 million monitoring agreement termination fee and underwriting/arranger fees to KKR Capital Markets (e.g., $7.4 million IPO underwriting; $3.7 million 2024 debt refinancing fees) .
- Director pay and alignment: No BTSG director compensation or equity grants currently; Mr. Kim shows zero direct beneficial ownership, which may reduce direct personal alignment absent KKR’s ownership .
- Audit Committee transition: Mr. Kim resigned from the Audit Committee in January 2025 to ensure fully independent composition post-listing; current Audit members are independent and include financial experts .
- Lead Independent Director: None appointed; combined Chair/CEO structure persists, with independent sessions used as a counterbalance .
Related-Party Transactions (Context for Conflicts)
| Counterparty | Nature | Amount/Terms |
|---|---|---|
| KKR and Walgreens (Monitoring Agreement) | Termination of advisory/monitoring agreement in 1Q24 | $22.7 million termination fees paid to managers |
| KKR Capital Markets LLC | IPO underwriting discounts/commissions | $7.4 million (1Q24) |
| KKR Capital Markets LLC | 2024 debt refinancing fees | $3.7 million (2024) |
| Walgreens Boots Alliance affiliates | Prior pharmaceutical purchase and distribution framework via ABDC | PharMerica purchased ~$1.8 billion at invoice cost in 2024; agreement terminated in 1Q25 with separate ABDC agreement |
Summary Signals for Investors
- Independence and attendance are satisfactory, and sector expertise is strong .
- Alignment is primarily via KKR’s controlling stake rather than Mr. Kim’s personal holdings; BTSG currently provides no director pay/equity, and Mr. Kim reports zero beneficial ownership .
- Material related-party flows to KKR affiliates warrant continued monitoring, given Mr. Kim’s KKR affiliation and KKR’s designation rights under the Stockholders Agreement .
- The Audit Committee is now fully independent; Mr. Kim holds no current committee roles, reducing perceived conflicts in financial oversight while maintaining KKR board representation .