Max Lin

About Max Lin

Max Lin, 44, is an independent Class II director of BrightSpring Health Services (BTSG), serving since 2017. He is a Partner at KKR & Co., leads the Health Care industry team within Americas Private Equity, and sits on KKR’s Investment Committee, Portfolio Management Committee (Americas PE), Health Care Strategic Growth Investment Committee, and Global Conflicts and Compliance Committee; he holds a B.S. and B.A.S., summa cum laude, from the University of Pennsylvania and an MBA from Harvard Business School . The Board has affirmatively determined Mr. Lin to be independent under Nasdaq rules and, specifically, independent for purposes of Exchange Act Section 10C(a)(3), including with respect to committee service .

Past Roles

External Roles

Board Governance

• BrightSpring is a controlled company (KKR affiliates hold ~54% voting power as of record date) and relies on Nasdaq controlled-company exemptions (e.g., nomination/governance committee requirements) .
• Committee assignments: Compensation Committee Chair (Max Lin); not on Audit or Quality & Compliance and Governance Committees .
• Independence: Board affirmed Mr. Lin’s independence, including under Nasdaq standards and Exchange Act Section 10C(a)(3) .
• Board/committee activity and attendance: Board met 5 times in 2024; Compensation Committee met 4 times; all directors attended at least 75% of applicable Board and committee meetings in 2024 .
• Lead independent director: Not elected; independent directors may but are not obligated to elect one when Chair = CEO .
• Executive sessions: Non-management sessions regularly; independent directors meet privately at least annually .

Fixed Compensation

Performance Compensation

Other Directorships & Interlocks

• Public company boards: Not disclosed for Mr. Lin in the proxy .
• Sponsor influence and interlocks: KKR controls voting power and has nomination rights under the Stockholders Agreement; the KKR Stockholder continues to meet ownership thresholds and designates director(s) (Johnny Kim named as KKR designee) . Mr. Lin’s role at KKR and membership on KKR’s Global Conflicts and Compliance Committee are relevant to conflict oversight .

Expertise & Qualifications

• Private equity leadership in health care; deep investment, financial, and portfolio management experience .
• Governance/compliance expertise via seat on KKR Global Conflicts and Compliance Committee .
• Education: B.S. & B.A.S., summa cum laude, University of Pennsylvania; MBA, Harvard Business School .
• Independence affirmed for compensation committee service (Section 10C) .

Equity Ownership

• Insider trading/hedging policy: Prohibits trading while in possession of MNPI, short sales, options/warrants/puts/calls, and hedging transactions (e.g., collars, swaps, exchange funds) .
• Director stock ownership guidelines: Compensation Committee reviews/approves guidelines; details not specified in proxy .
• Section 16 compliance: No delinquent filings noted for Mr. Lin; one late Form 3 was cited for Steve Miller due to administrative error .

Governance Assessment

• Strengths

  • Independent status affirmed; chairs the Compensation Committee, which oversees CEO and executive pay, stock ownership guidelines, and clawbacks; signed Compensation Committee report .
  • Robust committee coverage across Audit, Compensation, and Quality & Compliance with defined charters; executive sessions and independence processes in place .
  • No director compensation paid in 2024, limiting immediate pay-related conflicts; company plans to formalize director pay post-IPO .
  • Insider trading and anti-hedging policy prohibits high-risk misalignment behaviors .

• Risks and potential conflicts

  • Controlled company status under Nasdaq with KKR at ~54% voting power; reliance on exemptions means fewer independent oversight requirements than a non-controlled issuer .
  • KKR-related transactions: $22.7 million monitoring agreement termination fees paid to KKR and Walgreens Boots Alliance; KKR Capital Markets earned $7.4 million in IPO underwriting fees and $3.7 million in 2024 debt/refinancing fees (plus $2.4 million in 2023 for revolver upsize) . These related-party dealings require continued rigorous oversight by independent directors (including Compensation and Audit Committees) to mitigate perceived sponsor influence.
  • Stockholders Agreement provides sponsor nomination rights; Walgreens declined to nominate, but KKR continues to designate directors (Johnny Kim), heightening interlock considerations alongside Mr. Lin’s KKR leadership roles .
  • Director ownership alignment: no personal share ownership reported for Mr. Lin (<1%), which may limit “skin-in-the-game” signaling, though sponsor economic exposure via KKR is significant .

• Engagement and attendance

  • Board met 5 times; Compensation Committee met 4 times; directors met ≥75% attendance threshold, supporting engagement .

• RED FLAGS to monitor

  • Continued volume of related-party fees to KKR/KCM or affiliates (advisory, underwriting, financing) that could challenge perceived independence of board processes .
  • Controlled company governance exemptions (absence of a lead independent director; nomination process handled by full Board rather than an all-independent nominating committee) .
  • Low personal director ownership alignment (no disclosed holdings for Mr. Lin) .

• Implications for investors

  • Compensation governance under Lin’s chairmanship features clawback oversight and stock ownership guideline review, which are positives; however, sponsor control and related-party transactions require vigilant independent committee scrutiny to sustain investor confidence in pay and capital allocation decisions .

Overall: Max Lin brings deep healthcare private equity and governance/compliance expertise and chairs a critical committee. The principal governance risk arises from the controlled company structure and ongoing sponsor-affiliate transactions; consistent, transparent committee oversight and eventual establishment of a market-standard director compensation program will be important signals for investors .