Greg Kazarian
About Greg Kazarian
Greg Kazarian (age 63) has served as a director of P3 Health Partners Inc. since December 2021 and previously served on the Legacy P3 Board of Managers since May 2017. He is an Operating Partner at Chicago Pacific Founders (CPF) and previously held senior roles at Accretive Health (now R1 RCM), including General Counsel, Head of Physician Advisory Services, and SVP Operations with P&L responsibility; earlier he was a partner at Pedersen & Houpt for 16 years. Education: University of Illinois (BS in Biophysics; JD) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Accretive Health (R1 RCM) | General Counsel; Head of Physician Advisory Services; SVP Operations (P&L for ~1/3 of business) | Prior to CPF; specific years not disclosed | Senior operational oversight and legal leadership in revenue-cycle services |
| Pedersen & Houpt (Chicago) | Partner | 16 years (prior to Accretive) | Represented mid-sized growth companies |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Chicago Pacific Founders (private equity) | Operating Partner | Since 2014 |
| Recovery Ways Holdings, LLC (behavioral health) | Director | Since July 2014 |
| CPF Outpatient Holdings, LLC (behavioral health) | Director | Since October 2020 |
Board Governance
- Classification and tenure: Class I director; nominated for term to expire at 2028 Annual Meeting; served as director since Dec 2021; Legacy board since 2017 .
- Independence: Not listed among Nasdaq “independent” directors; independent directors are Thierer, Wasson, Leisure, Tolan, Price, and Park .
- Committee assignments: None; not a member of Audit or Compensation & Nominating committees (chairs Park and Tolan, respectively) .
- Attendance: In 2024 there were 8 board meetings; each director attended at least 75% of board and committee meetings during their service period. Eight of nine directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors meet in executive session at least twice per year, presided over by Chair Mark Thierer .
Fixed Compensation
| Program Element | Amount | Notes |
|---|---|---|
| Annual director cash retainer | $65,000 | Paid quarterly in arrears; pro-rated for partial quarters |
| Committee chair retainer | $25,000 | Audit and Compensation & Nominating chairs |
| Committee member retainer (non-chair) | $12,500 | Audit and Compensation & Nominating |
| Board Chair retainer | $95,000 | Separate cash chair retainer |
Non-Employee Director Compensation (paid in 2024 year):
| Director | Cash Fees ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Gregory N. Kazarian | 65,000 | 170,049 | 235,049 |
Prior year (2023) non-employee director compensation:
| Director | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Gregory N. Kazarian | 65,000 | 340,001 | 405,001 |
Performance Compensation
| Equity Element | Grant Mechanics | Vesting | 2024 Value |
|---|---|---|---|
| Annual stock options | Automatic grant on annual meeting date to non-employee directors | Vest in full on earlier of first anniversary or next annual meeting, subject to continued service | $170,049 grant-date fair value for Kazarian |
| 2023 special RSU grants (directors) | RSUs to compensate for significant 2023 service and anticipated 2024 service | 50% vest on each of first and second anniversaries of Oct 23, 2023 grant, subject to continued service | Not applicable in 2024; Kazarian’s 2023 RSU grant was $340,001 |
- Performance metrics: None disclosed for director equity; director equity grants are time-based (no revenue/EBITDA/TSR metrics tied to director compensation) .
Other Directorships & Interlocks
| Entity | Type | Relationship/Interlock | Notes |
|---|---|---|---|
| Chicago Pacific Founders (CPF) | Principal stockholder | Kazarian is Operating Partner; multiple directors affiliated (Tolan, Leisure) | CPF has governance rights to designate an additional independent director when owning ≥40% Class A; standstill extended to Jan 1, 2026 |
| VBC Growth SPV 4, LLC (CPF affiliate) | Financing counterparty | 2025 unsecured note and warrants; approved by independent, disinterested directors | Up to $30m note (19.5% interest; in-kind constraint via subordination) and 1,428,129 warrants at $10.34 exercise price (post reverse split), subject to stockholder approval |
| Atrio Health Plans (CPF portfolio) | Payer partner | CPF invested; P3 has full-risk capitation with Atrio | 2023: $192.6m capitation revenue; $2.7m management fees; $197.6m claims paid; 2022: $158.9m revenue; $2.3m fees; $178.3m claims |
| VGS (CPF affiliate) | Financing counterparty (Dec 2022) | $40m promissory note + 429,180 warrants; approved by independent committee | VGS is managed by CPF GP, L.P.; members include certain P3 insiders/directors |
Expertise & Qualifications
- Healthcare services and revenue-cycle operations; senior legal and operational leadership (Accretive Health/R1 RCM) .
- Private equity operating partner with behavioral health governance experience (Recovery Ways; CPF Outpatient) .
- Technical/legal education: BS Biophysics and JD, University of Illinois .
Equity Ownership
Beneficial ownership (as of April 10, 2025; not adjusted for the April 11, 2025 1-for-50 reverse split):
| Holder | Class A Shares | Class V Shares | % Voting Power | Notes |
|---|---|---|---|---|
| Gregory N. Kazarian | 676,455 (*) | 1,177,659 (*) | <1% (*) | Includes 108,280 Class A shares and 568,175 options exercisable/currently exercisable within 60 days; 706,595 Class V (102,785 in escrow re: Class D dispute); 471,064 Class V via Kazarian 2020 Irrevocable Trust |
Director equity holdings detail (not reflecting reverse split):
| Instrument | Quantity |
|---|---|
| Stock options (vested+unvested) held (12/31/2024) | 568,175 |
| Unvested RSUs (12/31/2024) | 108,281 |
Note: P3’s Insider Trading Policy prohibits hedging transactions by directors and entities they control .
Governance Assessment
- Independence and committees: Kazarian is not an independent director under Nasdaq rules and holds no committee roles. This limits direct involvement in audit/compensation oversight and heightens conflict-sensitivity given CPF affiliations .
- Related-party exposure: Multiple significant transactions with CPF-affiliated entities (VBC 4 financing in 2025; VGS financing in 2022) were reviewed/approved by independent committees—appropriate process, but reliance on sponsor capital is a governance risk if liquidity pressures persist .
- Operating interlocks: CPF’s capitation/NII relationship via Atrio is material to P3’s revenue and claims outflows, creating potential conflicts in pricing/terms; disclosure and Audit Committee oversight mitigate, but concentration warrants monitoring .
- Director pay and alignment: Cash retainer modest; equity grants time-based without performance conditions for directors; total 2024 director comp for Kazarian $235k with options vesting over a year, which offers alignment but lacks explicit performance link .
- Attendance/engagement: Board met 8 times in 2024; all directors met minimum attendance thresholds; independent sessions occur regularly under Chair Thierer—supports board process quality .
- Shareholder votes: 2025 Annual Meeting approved all proposals, including director elections and warrant issuance to VBC 4 (Kazarian re-elected), indicating broad shareholder support despite sponsor-related transactions (Proposal 1 FOR votes: Kazarian 213,517,485; Proposal 4 FOR: 212,418,241) .
RED FLAGS
- Non-independence with principal stockholder: Operating Partner at CPF while CPF has ongoing financing arrangements and governance rights; requires continued robust recusal and independent committee oversight .
- Material related-party revenues and claims: Atrio contract volumes are significant; monitoring of terms and outcomes is essential to safeguard minority shareholders .
- Equity grant structure: Absence of performance-conditioned equity for directors (time-based only) reduces pay-for-performance signaling for board members .
Other Signals
- Section 16 compliance: One late Form 4 filing by Kazarian in 2023; no late reports listed for him in 2024 .
- Say-on-pay: 2025 advisory vote passed (FOR 211,787,285; AGAINST 2,699,161), suggesting investor tolerance for current comp structure amidst restructuring/financing context .
Overall, Kazarian brings deep healthcare services and sponsor-side operating expertise. Governance risk centers on CPF interlocks and related-party transactions; mitigants include independent committee approvals and transparent disclosures. Continued vigilance on conflict management, diversified funding sources, and audit oversight of related-party economics is warranted **[1832511_0001140361-25-016302_ny20045272x1_def14a.htm:20]** **[1832511_0001140361-25-016302_ny20045272x1_def14a.htm:22]** **[1832511_0001140361-24-022495_ny20019236x1_def14a.htm:58]** **[1832511_0001140361-25-016302_ny20045272x1_def14a.htm:30]** **[1832511_0001140361-25-016302_ny20045272x1_def14a.htm:26]**.