Aric Coffman, M.D.
About Aric Coffman, M.D.
Aric Coffman, M.D. (age 52) was appointed Chief Executive Officer and President of P3 Health Partners Inc. on May 8, 2024. He holds a B.S. in Chemistry and an M.D. from the University of Oklahoma and an MBA from the University of Texas at Dallas, with prior leadership roles at Honest Medical Group and DaVita/Optum. Company performance context: 2024 “compensation actually paid” to the CEO was $4.36 million amid a cumulative TSR of 3.19 (from a $100 base starting 12/31/2021) and net loss of $310.4 million for 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Honest Medical Group | CEO and Director | Dec 2021 – Apr 2024 | Led a physician-led value-based care enablement organization; board-level oversight . |
| DaVita Medical Group (pre-Optum) | CEO, The Everett Clinic; President, Washington Market | Jan 2018 – Jul 2019 | Ran one of the nation’s leading independent medical groups; market leadership . |
| Optum (post-acquisition of DaVita Medical Group) | CEO, The Everett Clinic; EVP, Pacific Northwest | Dec 2019 – Dec 2021 | Continued PNW leadership through integration under Optum . |
External Roles
No additional current public company directorships or external board roles for Dr. Coffman are disclosed in the proxy .
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Base salary | $750,000 | As per CEO Employment Agreement dated May 8, 2024 . |
| Target bonus % | 75% of base | Maximum 90% of base . |
| Actual bonus paid | $0 | No 2024 annual bonus earned; one spot bonus paid to former CFO only . |
| Perquisites | Jet card (40 hours/year); cellphone reimbursement $589 | Jet card for business purposes; 2024 cellphone reimbursement disclosed . |
Performance Compensation
Annual Bonus Plan (Cash)
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Revenue | Not disclosed | Not disclosed | Not disclosed | $0 (no 2024 bonus earned) . |
| Operating Expense | Not disclosed | Not disclosed | Not disclosed | $0 (no 2024 bonus earned) . |
| Adjusted EBITDA | Not disclosed | Not disclosed | Not disclosed | $0 (no 2024 bonus earned) . |
Equity Awards (2024 Grants)
| Award Type | Grant Date | Number of Shares | Grant-Date Fair Value | Vesting | Performance Condition | Exercise/Price | Expiration |
|---|---|---|---|---|---|---|---|
| Stock Options (Coffman Option Award) | May 9, 2024 | 12,100,000 | $5,723,893 | 25% at 1-year anniversary; remaining 75% quarterly over 3 years, service-based . | None | $0.73 per share | May 9, 2034 . |
| RSUs (Coffman RSU Award) | May 2024 (in connection with appointment) | 4,400,000 | $3,212,000 | Same schedule as options, service-based | Vests only upon closing of first underwritten offering of Class A common stock after employment start . | N/A | N/A |
Note: Option and RSU counts/fair values do not reflect the 1-for-50 reverse stock split executed April 11, 2025 .
Equity Ownership & Alignment
| Measure | Value | Detail |
|---|---|---|
| Beneficial ownership – Class A | 3,025,000 shares | All via options exercisable within 60 days of April 10, 2025 . |
| Ownership % of Class A | 1.8% | Based on 163,159,548 Class A shares outstanding (pre-reverse split basis) . |
| Total voting power | 0.8% | No Class V holdings disclosed for Coffman . |
| Unvested RSUs (12/31/2024) | 4,400,000 | Market value $989,560 at $0.2249 closing price on 12/31/2024 . |
| Unexercisable options (12/31/2024) | 12,100,000 | Strike $0.73; service vesting over ~4 years . |
| Hedging/Pledging | Hedging prohibited; pledging not disclosed | Insider Trading & Anti-Hedging Policy bans hedging instruments; no pledging policy disclosed . |
| Ownership guidelines | Not disclosed | No executive stock ownership guideline disclosure for CEO found . |
Supply overhang observations:
- Quarterly option vesting beginning May 9, 2025 through 2028 may create incremental exercisable supply; RSUs add supply only upon underwritten offering completion due to dual service/performance conditions .
Employment Terms
| Provision | Key Term | Notes |
|---|---|---|
| Agreement | At-will employment | CEO Employment Agreement dated May 8, 2024 . |
| Severance (termination without cause or for “cause” by CEO) | 12 months base salary; up to 12 months company-subsidized health coverage | Mitigation applies if re-employed during severance period . |
| Change-of-control treatment | Full accelerated vesting of Coffman Option/RSU Awards if termination occurs within one year following qualifying corporate transactions | Double-trigger acceleration (transaction + qualifying termination) . |
| Non-Compete | 18 months post-employment | Standard restrictions . |
| Non-Solicit (service provider/customer) | 24 months post-employment | Standard restrictions . |
| Clawback | Company Clawback Policy administered by Compensation & Nominating Committee | Governance of recovery framework . |
| Anti-Hedging | Prohibits hedging and offset transactions | Applies to directors, officers, employees; filed policy referenced in 10-K . |
Board Service and Governance Context
- Board composition: nine directors; independent Chair (Mark Thierer); majority independent board with executive sessions at least twice annually .
- Dr. Coffman is disclosed as Chief Executive Officer and President, but is not listed as a current member of the Board of Directors in the 2025 proxy; thus no dual-role CEO/Chair concerns at P3 for 2025 .
- Committee structure and roles:
- Audit Committee: Jeffrey G. Park (Chair), Thomas E. Price, M.D., Greg Wasson; met 6 times in 2024 .
- Compensation & Nominating Committee: Mary Tolan (Chair), Lawrence B. Leisure, Thomas E. Price, M.D., Greg Wasson; met 5 times in 2024; no external comp consultant engaged in 2024 .
- Board meeting attendance: each director attended at least 75% of Board and committee meetings in 2024 .
Director Compensation (Context)
For non-employee directors: annual retainers, committee fees, and annual option grants are disclosed; not applicable to Dr. Coffman as he is not disclosed as a director .
Compensation Structure Analysis
- Equity-heavy mix: Large 2024 option grant ($5.72M fair value) plus RSUs ($3.21M), while no annual cash bonus was earned; indicates emphasis on long-term equity alignment amid turnaround/liquidity needs .
- RSU performance condition tied to completion of an underwritten offering (capital-markets milestone), not operating metrics; potential misalignment with pure pay-for-performance on TSR/EBITDA .
- No tax gross-ups and limited perquisites (jet card for business, minor cellphone reimbursement) suggest restraint on non-performance pay elements .
- Company-wide “Pay vs Performance” shows 2024 CEO CAP down relative to SCT total amid very low cumulative TSR and significant net loss, signaling challenged alignment outcomes in 2024 .
Related Party & Financing Signals (Context)
- February–March 2025 financing: $30.0 million unsecured Promissory Note at 19.5% with warrants to VBC Growth SPV 4 (affiliate of principal stockholder), requiring shareholder approval for warrant exercise; highlights liquidity posture and potential dilution risk .
- Warrants have 49.99% beneficial ownership caps and expire in 2032; Board recommended approval to support working capital .
Say-on-Pay & Shareholder Feedback
- 2025 advisory say-on-pay proposal on ballot; majority of votes cast required; outcome not in this proxy .
Investment Implications
- Alignment: Substantial equity awards (options at $0.73 pre-split; RSUs contingent on underwritten offering) create high leverage to successful capital markets execution and operational turnaround; anti-hedging policy supports alignment, while pledging status is not disclosed .
- Retention: Non-compete (18 months), non-solicit (24 months), and 12-month severance with double-trigger acceleration within one year after qualifying transactions are supportive but not overly generous versus peers; RSU performance contingency may delay realizable value, aiding retention .
- Selling pressure: Quarterly vesting for options through 2028 and RSU vesting upon an underwritten offering could create episodic supply; monitor timing of offering and vesting cliffs for potential overhang .
- Governance risk: CEO is not Board Chair and not listed as a director, mitigating dual-role independence concerns; majority-independent Board and formal clawback/anti-hedging policies are positives .
- Performance risk: Pay-for-performance reception may hinge on shifting RSU performance gates from capital markets to operating metrics (revenue/Adjusted EBITDA) given 2024 losses and weak TSR; lack of 2024 cash bonus indicates disciplined outcomes under existing metrics .