Amir Bacchus, M.D.
About Amir Bacchus, M.D.
Co-founder of P3 Health Partners; Chief Medical Officer (CMO) since 2017; director since December 2021; age 61. Education: BA California State University, Northridge; MD Wayne State University School of Medicine; MBA University of Nevada, Las Vegas . As a named executive, his 2024 target bonus was 100% of base salary but paid zero due to missed goals; company bonuses were tied to revenue, operating expense, and Adjusted EBITDA achievement . Company-level performance context: TSR fell to 3.19 by 2024 from 26.14 in 2022 and net losses widened to $(310.4)M in 2024, reflecting challenged equity value creation during the period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| P3 Health Group | Chief Medical Officer | 2015–2017 | Early clinical leadership prior to business combination; foundation for value-based model |
| P3 Health Partners (Legacy P3) | Co-founder; Board of Managers member | 2017–present | Co-founded and governed clinical/value-based care strategy |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| University of Nevada, Las Vegas – School of Medicine Advisory Board | Director | 2014–2020 | Regional medical advisory; network and reputation building |
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Base Salary | $600,000 | $600,000 |
| Target Bonus % of Salary | 100% | 100% |
| Actual Annual Bonus Paid | $180,000 | $0 (no NEO bonuses for 2024) |
Performance Compensation
| Incentive Type | Metric(s) | Weighting | Target | Actual | Payout | Vesting/Conditions |
|---|---|---|---|---|---|---|
| Annual cash bonus | Revenue; Operating Expense; Adjusted EBITDA | Not disclosed | Not disclosed | Company did not meet 2024 thresholds | $0 (2024) | Annual program; standard year-end determination |
| Equity – RSUs (transaction-related) | N/A (fully vested grant in satisfaction of transaction bonus installment) | N/A | N/A | N/A | $220,000 grant-date fair value (2023) | Fully vested as satisfaction of May 2022 transaction bonus terms |
| Stock Options | None disclosed for Bacchus | — | — | — | — | No outstanding options at FY-end 2024 |
Equity Ownership & Alignment
| Category | Amount |
|---|---|
| Class A shares beneficially owned | 3,198,860 |
| % of Class A | 1.9% |
| Class V shares beneficially owned | 18,641,977 |
| % of Class V | 9.5% |
| Total voting power | 6.1% |
Breakdown:
- Direct and warrants: 2,005,193 Class A shares; 753,895 Class A warrants; 14,913,583 Class V shares (Dr. Bacchus)
- Charlee Co LLC (managed by Dr. Bacchus): 251,298 Class A shares; 188,474 Class A warrants; 3,728,394 Class V shares
- Escrow related to Class D dispute: 1,620,017 Class V shares held in escrow
- Outstanding equity awards at FY-end 2024: none for Bacchus (no unvested RSUs/options listed)
Policies:
- Insider Trading and Anti-Hedging Policy prohibits hedging and derivative arrangements; pledging is not explicitly addressed in the disclosure .
Ownership guidelines:
- Executive stock ownership guideline disclosure not provided for Bacchus; director guidelines not detailed beyond program mechanics .
Employment Terms
| Term | Details |
|---|---|
| Agreement dates | Employment agreement entered May 2022; initial term ended Jan 1, 2025; auto-renews for successive one-year terms unless non-renewal notice is given |
| Role tie-in to board | While serving as CMO, Company will nominate Bacchus for re-election to the Board |
| Base salary | $600,000 |
| Bonus eligibility | 100% of base salary target |
| Severance – Company termination without “cause” or Bacchus for “cause” | 1.5x (salary + target bonus), paid in equal monthly installments over 18 months; Company-subsidized COBRA up to 18 months; subject to mutual release |
| Severance – Voluntary termination without “cause” | 1.5x (salary + target bonus), paid in equal monthly installments over 18 months; subject to mutual release |
| Death benefit | Pro-rated portion of target bonus for year of termination |
| Restrictive covenants | Non-compete during employment and 18 months post; customer/service-provider non-solicit during employment and 24 months post; mutual non-disparagement; confidentiality |
| Clawback policy | Company clawback administered by Compensation and Nominating Committee (policy referenced) |
| Change-of-control | No specific accelerated vesting provisions disclosed for Bacchus; CEO has separate change-of-control vesting terms not applicable here |
Board Governance
- Board service: Director since December 2021; Class II director (term to expire at 2026 annual meeting); CMO and director .
- Committee memberships: None (not listed on Audit or Compensation and Nominating committees) .
- Independence: Bacchus is an executive director and therefore not independent; Board maintains independent Chair (Mark Thierer) and majority independence .
- Attendance: Board met 8 times in FY2024; all directors attended at least 75% of Board and committee meetings; eight of nine directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet without management at least twice per year; chaired by the independent Chair .
- Dual-role implications: As CMO and director, Bacchus is not on the compensation-setting committee; independent committee oversight and independent Chair structure mitigate independence concerns .
Director Compensation
- Program (non-employee directors): Annual cash retainers—Board $65,000; Committee Chair $25,000; Committee member $12,500; Board Chair $95,000; plus annual option grants ($170,000 FV; Chair $340,000 FV), vesting by next annual meeting or one year .
- Applicability: Bacchus is employee-director; the non-employee director compensation table lists only non-employee directors; no director fees/options are listed for Bacchus in 2024 .
Related Party & Capital Transactions
- December 2022 Promissory Note and warrants: VBC Promissory Note up to $40M; VBC members include directors and executives, including Amir Bacchus, M.D.; warrants to purchase 429,180 Class A shares issued to VBC (pre-reverse split) .
- March 2023 Private Placement: Bacchus purchased 1,005,193 Units; Charlee Co LLC purchased 251,298 Units; each Unit included one Class A share and 0.75 warrant; institutional pricing $1.1180 and employee/consultant pricing $1.1938 per Unit (pre-reverse split) .
- Chicago Pacific Founders influence: CPF is principal stockholder; standstill and designee rights described; related party warrants and financings detailed elsewhere in proxy .
Compliance & Insider Activity
- Section 16(a) compliance: Bacchus filed one Form 4 late on January 17, 2024; other listed late filings pertain to other holders .
- Insider trading policy: Hedging prohibited; policy filed with 2024 Form 10-K and described in proxy .
Pay vs Performance Context (Company-Level)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR (Value of $100 initial investment) | 26.14 | 20.03 | 3.19 |
| Net Income (Loss) | $(1,561,557,000) | $(186,426,000) | $(310,378,000) |
Investment Implications
- Alignment: Bacchus’ 2024 cash incentive paid $0 amid missed revenue/opex/Adjusted EBITDA goals—clear pay-for-performance linkage for cash incentives . Equity exposure is substantial via dual-class ownership (Class A and Class V) with 6.1% total voting power, plus affiliated warrants through Charlee Co, supporting skin-in-the-game but with complex capital structure dynamics and escrow constraints from disputes .
- Retention risk: Robust severance economics (1.5x salary+target bonus and 18 months COBRA for both company termination without cause and voluntary resignation without cause) coupled with 18–24 month restrictive covenants reduce near-term turnover risk but create cost if separation occurs .
- Trading signals: Late Form 4 indicates at least one 2024 insider transaction; inability to confirm recent selling pressure granularly here, but prior 2023 private placement purchases by Bacchus and his entity suggest prior capital support; hedging is prohibited, and no pledging disclosure appears—neutral to positive alignment signal .
- Governance: Dual role as CMO and director is mitigated by an independent Chair and his absence from key committees; nonetheless, CPF’s significant influence and recurring related-party financings warrant monitoring for conflicts and dilution risk, including warrant exercises and capital structure changes .