Phoebe Yang
DoximityAbout Phoebe Yang
Independent Class III director of Doximity (DOCS) since August 2022; age 56 as of July 1, 2025. Background spans healthcare technology and cloud, including General Manager, AWS Healthcare (2020–2022), and prior population health strategy leadership at Ascension Health; education includes B.A., University of Virginia, and J.D., Stanford Law School (President, Stanford Law Review) . The board has affirmatively determined Ms. Yang is independent under NYSE listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amazon Web Services (AWS) | General Manager, Healthcare | May 2020–Sep 2022 | Led AWS’s healthcare cloud business enabling healthcare enterprises with advanced cloud technologies |
| Ascension Health | Chief Strategy Officer; Chief Architect for Population Health | 2013–2018 | Drove population health architecture at one of the largest U.S. tax-exempt health systems |
| Council on Foreign Relations | Lifetime Member | Since 2002 | Strategic policy network affiliation |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| GE Healthcare Technologies, Inc. (NYSE: GEHC) | Director | Since Jan 2023 | Public company directorship |
| CommonSpirit Health | Director | Since Jul 2020 | Large U.S. tax-exempt health system |
| Providence–St. Joseph Health | Director (prior) | 2014–2020 | Large U.S. tax-exempt health system |
Board Governance
- Board class and tenure: Class III; served since August 2022 .
- Independence: Board determined Ms. Yang is independent under NYSE standards .
- Committee memberships: Compensation Committee (member); Nominating and Governance Committee (member) .
- Committee chairs: Compensation Committee chaired by Kevin Spain; Nominating and Governance Committee chaired by Kira Wampler (Ms. Yang is not a chair) .
- Board and committee activity: FY2025 board held 5 meetings; Audit Committee held 5; Compensation Committee held 4 (plus three unanimous written consents); Nominating and Governance Committee held 3 (plus one unanimous written consent) .
- Attendance: Each director attended at least 75% of meetings of the board and of the committees on which they served during FY2025 .
Fixed Compensation
| Component | FY2025 Policy | Ms. Yang FY2025 Actual |
|---|---|---|
| Annual board retainer (cash) | $35,000 | Included in $45,250 cash fees |
| Committee member retainers (cash) | Compensation Committee: $7,500; Nominating & Governance Committee: $4,500 | Included in $45,250 cash fees |
| Committee chair retainers | Comp Chair: $15,000; N&G Chair: $9,000 (not applicable to Ms. Yang) | N/A |
| Annual equity grant (RSUs) | $200,000 grant value; time-vest, accelerate on Sale Event | Stock awards $233,348 grant-date fair value |
| Initial equity grant (RSUs) | $400,000 grant value upon joining; 3-year annual vest; accelerates on Sale Event | Received in FY2023 (see performance compensation table) |
Notes:
- Policy limits: Director total comp capped at $1,000,000 initial and $750,000 ongoing (cash + equity) under the 2021 Plan .
- No meeting fees disclosed; reasonable out-of-pocket expenses reimbursed .
Performance Compensation
Directors receive time-based RSUs; no performance metrics apply to non-employee director equity awards. RSU vesting: annual grants vest in full on the earlier of the first anniversary or next annual meeting; initial grants vest in equal annual installments over three years; RSUs accelerate on a “Sale Event” per the 2021 Plan .
| Fiscal Year | Cash Fees ($) | Stock Awards ($) | RSUs Outstanding as of FY-end (#) |
|---|---|---|---|
| FY2023 | 20,000 | 379,874 | 8,665 |
| FY2024 | 40,000 | 189,937 | 11,320 |
| FY2025 | 45,250 | 233,348 | 9,248 |
Grant mechanics:
- Annual RSU grant value determination uses trailing 30-day average closing price; accounting fair value may differ at grant date .
Other Directorships & Interlocks
- Public company board: GE Healthcare Technologies, Inc.; no DOCS-related party transaction disclosed with GE Healthcare or other entities tied to Ms. Yang .
- Health system boards: CommonSpirit Health (current) and Providence–St. Joseph Health (prior); DOCS sells solutions to pharma manufacturers and health systems broadly, but the proxy discloses independence and no disqualifying relationships for Ms. Yang .
Expertise & Qualifications
- Domain expertise: Healthcare technology, cloud infrastructure, population health strategy .
- Education: B.A., University of Virginia; J.D., Stanford Law School (President, Stanford Law Review) .
- Board qualification: Recognized for extensive industry experience as both a director and executive .
Equity Ownership
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Class A shares beneficially owned (shares; %) | —; <1% | 2,889; <1% | 8,369; <1% |
| Class B shares beneficially owned (shares; %) | —; <1% | —; <1% | —; <1% |
| Total voting power (%) | <1% | <1% | <1% |
| Shares subject to outstanding RSUs (FY-end) | 8,665 | 11,320 | 9,248 |
Policy safeguards:
- Hedging/pledging prohibition for directors; one-time pledging exception was granted to CEO only and later terminated—no exception disclosed for Ms. Yang .
Governance Assessment
- Independence and engagement: Ms. Yang is an independent director serving on two key governance committees, with attendance ≥75% across board/committee meetings in FY2025—supports board effectiveness .
- Skills fit: Healthcare cloud and population health background align with DOCS’s physician-focused digital platform and health system customer base—valuable oversight of product and customer strategy .
- Compensation alignment: Director pay is modest in cash (FY2025 $45,250) with equity delivered via time-based RSUs, aligning director incentives with shareholder value; policy caps limit excessive director pay .
- Ownership: Beneficial ownership <1%; RSU exposure provides alignment but absolute shareholding is relatively small—typical for outside directors at large-cap/mid-cap issuers .
- Conflicts and related-party exposure: Board affirmed independence; no related-party transactions involving Ms. Yang disclosed; audit committee oversees related-party approvals .
- Broader governance signals: Say-on-pay approval was ~98.6% in 2024, indicating strong investor support for pay practices; FY2025 annual meeting voting results to be reported via Form 8-K within four business days of the meeting .
- Board risk context: Ongoing securities and derivative litigation against DOCS and certain directors/officers is noted at the company level; defendants intend to defend vigorously—heightens overall governance scrutiny but not tied specifically to Ms. Yang’s conduct .
RED FLAGS: None disclosed specific to Ms. Yang (no hedging/pledging exception, no related-party transactions, confirmed independence) . Company-level litigation may elevate governance risk monitoring for the full board .