Mohamad Makhzoumi
About Mohamad Makhzoumi
Mohamad Makhzoumi (age 45) has served on NeueHealth, Inc.’s board since March 2016. He is Co-CEO at New Enterprise Associates (NEA) and previously worked at Summit Partners (associate) and UBS Group AG (analyst) focused on leveraged finance and sponsor-led transactions, bringing deep healthcare investing and advisory experience to the board. NeueHealth’s board has affirmatively determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Enterprise Associates | Co-CEO | 2005–present (various positions; Co-CEO currently) | Healthcare investing and advising across portfolio companies |
| Summit Partners, L.P. | Associate | Not disclosed | Growth equity/PE experience |
| UBS Group AG | Analyst (Leveraged Finance) | Not disclosed | Sponsor-led transaction experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aetion, Inc. | Director | Not disclosed | Private company board |
| Anterior, Inc. | Director | Not disclosed | Private company board |
| Belong Health, Inc. | Director | Not disclosed | Private company board |
| CollectiveHealth, Inc. | Director | Not disclosed | Private company board |
| Curana Health Holdings, LLC | Director | Not disclosed | Private company board |
| EH EP Parent, L.P. | Director | Not disclosed | Private company board |
| Omaha Parent Holdings, L.P. | Director | Not disclosed | Private company board |
| Pathos AI, Inc. | Director | Not disclosed | Private company board |
| PayZen Inc. | Director | Not disclosed | Private company board |
| Radiology Partners Holdings, LLC | Director | Not disclosed | Private company board |
| Strive Health Holdings, LLC | Director | Not disclosed | Private company board |
| Trivalence, LLC | Director | Not disclosed | Private company board |
| Vori Health, Inc. | Director | Not disclosed | Private company board |
| Waymark, Inc. | Director | Not disclosed | Private company board |
Board Governance
- Committees: Member, Compensation and Human Capital Committee; not a chair. He is not on the Audit or Nominating & Corporate Governance Committees .
- Attendance/Engagement: In 2024, the board met 8 times; each director attended at least 75% of board meetings and substantially all committee meetings; the Compensation Committee met 3 times in 2024 .
- Independence: Board determined all directors other than the CEO (G. Mike Mikan) and Robert J. Sheehy are independent; board leadership includes Chair Robert Sheehy and Lead Director Manuel Kadre .
- Executive sessions: Not disclosed .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Standard non-employee director retainer |
| Committee member fee (Compensation Committee) | $10,000 | Standard fee for committee members |
| Supplemental retainer (due to share constraints) | $91,000 | Approved in 2024, paid in cash Apr-2025 |
| Total 2024 cash fees (Makhzoumi) | $181,000 | Sum of above components |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Fair Value (USD) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (non-employee director annual grant) | May 13, 2024 | 10,500 | $63,735 | 100% on first anniversary | Not disclosed (no performance conditions) |
- Typical policy: annual RSU grant with fair value $175,000 as of grant date; 2024 structure adjusted to fixed 10,500 RSUs plus supplemental cash retainer due to limited shares under the 2021 Plan .
Other Directorships & Interlocks
- NEA ownership and governance: NEA and affiliated funds beneficially own ~56.8% of NEUE common stock; Makhzoumi is Co-CEO at NEA and is identified among the managers who share voting/dispositive power for certain NEA funds (see footnotes), while the footnote also states he has no voting/dispositive power over NEA-held shares, indicating complex control allocations typical of GP structures .
- Registration rights: NEUE is party to a registration rights agreement with NEA, Bessemer, StepStone, Town Hall Ventures, and Cigna subsidiaries, including demand and piggyback rights; NEUE bears certain expenses and indemnifies holders .
- Credit agreement: On Aug 4, 2023, NEUE entered into a credit facility with NEA providing $96.4 million delayed-draw term loan commitments and associated penny warrants .
- Pending merger: On Dec 23, 2024, NEUE agreed to merge with an NEA-controlled parent, taking NEUE private; a material related-party transaction with direct implications for governance and minority shareholder protections .
Expertise & Qualifications
- Healthcare investing and board advisory across numerous private healthcare companies, with prior leveraged finance analyst experience; brings venture growth, capital markets, and sponsor transaction expertise relevant to payer-provider alignment businesses .
Equity Ownership
| Measure | Amount | Detail |
|---|---|---|
| Total beneficial ownership (shares) | 8,167,068 | Includes holdings attributed via NEA-affiliated entities; see footnote (13) |
| Ownership (% of common outstanding) | 56.9% | Calculated on 8,927,758 shares outstanding as of Apr 8, 2025 |
| Direct shares held personally | 5,943 | As footnote (13) describes |
| RSUs outstanding (non-employee director) | 10,500 (vest within 60 days of Apr 8, 2025) | May 13, 2024 grant |
| Options (director) | None disclosed | Director holdings table shows no options |
| Pledging/hedging | None pledged in 2024; hedging prohibited by policy | |
| Ownership guideline | 3x annual cash retainer for non-employee directors |
Note: Footnote (13) describes shared voting/dispositive power across certain NEA entities while also stating no voting/dispositive power with regard to any shares held by NEA, reflecting GP/manager-level attribution common in SEC beneficial ownership reporting .
Governance Assessment
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Strengths: Experienced capital allocator with deep healthcare domain expertise; active on Compensation Committee; board and committee attendance thresholds met; strong anti-hedging and no pledging in 2024; director stock ownership guideline in place (3x retainer) .
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Alignment: Receives standard cash retainer plus RSUs; 2024 RSU grant of 10,500 units with one-year vesting and supplemental cash retainer reflects efforts to balance equity scarcity with retention for non-employee directors .
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RED FLAGS:
- Related-party exposure: NEA is a majority holder, creditor, and proposed acquirer; Makhzoumi is NEA’s Co-CEO and a NEUE director, elevating conflict-of-interest risk around capital structure decisions, transaction terms, and compensation oversight (he sits on the Compensation Committee) .
- Control dynamics: Beneficial ownership attribution shows ~56.9% tied to NEA structures, complicating independence perceptions despite formal NYSE independence determination .
- Transaction governance: The NEA merger agreement necessitates rigorous special committee independence, robust fairness opinions, and clear recusals; while NEUE has a related person policy requiring recusal, specific transaction-level recusals are not disclosed in the proxy .
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Additional observations:
- Director compensation committee interlocks: Proxy states no executive interlocks and no material interests among Compensation Committee members in related-party transactions disclosed, but NEA transactions and pending merger warrant heightened scrutiny for process integrity and recusals .
- Shareholder confidence signals: Virtual-only meetings and limited disclosure on director-level ownership compliance may be neutral; pay-versus-performance section indicates depressed TSR through 2024, underscoring investor sensitivity around governance during a take-private process .
Overall, while Makhzoumi’s sector expertise is valuable for strategy and compensation design, NEA’s multi-pronged involvement (equity, credit, and control transaction) creates significant perceived and actual conflict risks that require strong committee independence, documented recusals, and transparent process to maintain investor confidence .