Jeffrey G. Park
About Jeffrey G. Park
Independent Class III director (age 53) serving since December 2021; Chair of the Audit Committee and designated audit committee financial expert. Current President of Waltz Health (since Nov 2023); prior leadership in pharmacy benefit management and healthcare services with OptumRx, Catamaran, WellDyne, Diplomat Pharmacy. B.S. in Accounting from Brock University; recognized for extensive leadership in the pharmaceutical industry .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WellDyne Inc. | Chairman & CEO | Apr 2019–May 2022 | Led independent PBM; operational leadership |
| Diplomat Pharmacy (NYSE: DPLO) | Interim CEO; Director | Jan–May 2018; Jun 2017–Feb 2019 | Stabilization during transition; board oversight |
| OptumRx | Chief Operating Officer | Jul 2015–Jul 2016 | Post Catamaran-OptumRx merger integration |
| Catamaran Corporation | EVP Operations; CFO | Mar 2014–Jul 2015; CFO from 2006 | Built large-scale PBM operations; finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Waltz Health | President | Nov 2023–present | Digital health company reducing Rx costs |
| Progyny (NASDAQ: PGNY) | Director | Oct 2019–present | Fertility benefits provider; public board service |
Board Governance
- Committee assignments: Audit Committee Chair; members include Thomas E. Price, M.D. and Greg Wasson .
- Independence: Board determined Park is independent under Nasdaq rules; majority of board independent .
- Attendance and engagement: Board met 8 times in FY2024; each director attended ≥75% of Board and committee meetings; Audit Committee met 6 times; Compensation & Nominating Committee met 5 times .
- Executive sessions: Independent directors meet regularly, at least twice per year; chaired by independent Board Chair Mark Thierer .
- Tenure and classification: Class III director with term expiring at 2027 annual meeting .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Annual Board Retainer (Cash) | 65,000 | Eligible director cash retainer |
| Audit Committee Chair Retainer (Cash) | 25,000 | Chair premium |
| Total Cash Fees (2024) | 90,000 | As reported for Park |
| Annual Board Chair Retainer (if applicable) | 95,000 | Not applicable to Park |
Performance Compensation
| Award Type | 2024 Grant Fair Value ($) | Grant Practice | Vesting | Performance Metrics |
|---|---|---|---|---|
| Stock Options (Annual Grant) | 170,049 | Granted automatically at annual meeting to eligible directors | Vest in full on earlier of first anniversary or next annual meeting; service-based only | None disclosed for directors (time-based, no performance conditions) |
Director equity program uses time-based option grants; no PSU/TSR-type metrics are disclosed for non-employee directors, indicating alignment via service and share price rather than explicit performance hurdles .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| Progyny (NASDAQ: PGNY) | Director | Not disclosed | No disclosed related-party transactions with P3; independent status affirmed |
| Prior: Diplomat Pharmacy | Director | Not disclosed | Historical role; no current interlock |
Expertise & Qualifications
- Financial expertise: Designated audit committee financial expert; financially sophisticated under Nasdaq rules .
- Industry experience: Deep PBM, pharmacy operations, and healthcare services leadership (OptumRx, Catamaran, WellDyne) .
- Governance: Audit oversight of financial reporting, internal controls, cybersecurity, and related person transactions .
Equity Ownership
| Metric | As of Dec 31, 2024 | As of Apr 10, 2025 |
|---|---|---|
| Stock options held (vested + unvested) (#) | 568,175 | 568,175 options exercisable within 60 days |
| Unvested RSUs (#) | 108,281 | — |
| Class A shares beneficially owned (#) | — | 676,455 (includes 108,280 shares held + options exercisable within 60 days) |
| % of Class A | — | <1% |
- Anti-hedging policy: Prohibits directors from entering hedging transactions that offset decreases in Company equity value; applies to directors and controlled entities .
- Pledging: No explicit pledging prohibition disclosed; policy addresses hedging and certain instruments .
Insider Trades
| Item | 2024 Status | Notes |
|---|---|---|
| Section 16(a) filing timeliness (Park) | No delinquencies reported | Company disclosed late filings for others; Park not listed among delinquencies |
Related-Party Exposure and Conflicts
- CPF affiliation: Chicago Pacific Founders (CPF) is principal stockholder with significant ownership and warrant positions; CPF gained board designation rights under letter agreements while subject to standstill provisions through Jan 1, 2026 .
- 2025 Financing: Unsecured $30M Promissory Note at 19.5% interest and Warrants (exercise price $10.34 post-reverse split) issued to VBC Growth SPV 4, LLC, an affiliate of CPF; approved by a committee of independent, disinterested directors and by the Board; warrant exercise capped at 49.99% beneficial ownership/voting power .
- Audit Committee oversight: Audit Committee (chaired by Park) reviews related person transactions under formal policy and oversees conflicts; independent membership and pre-approval/ratification procedures detailed .
- TRA obligations: Material Tax Receivable Agreement could create liquidity demands under certain events (e.g., change of control), a governance-risk consideration the Audit Committee monitors via risk oversight .
Governance Assessment
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Strengths:
- Independent director with deep financial and PBM operating expertise; serves as Audit Chair and audit committee financial expert—enhances board effectiveness in oversight of financial reporting, internal controls, cybersecurity, and related-party review .
- Solid engagement: ≥75% attendance; active Audit Committee cadence (6 meetings in FY2024) and structured independent director executive sessions .
- Director pay structure is modest in cash with equity as time-vested options—aligns incentives to share price performance and continued service; no meeting fees that could distort behavior .
-
Risks and potential red flags:
- CPF influence: CPF’s significant ownership, warrant positions, and designation rights introduce perceived control risk; multiple financings with CPF affiliates (e.g., VBC 4) at high interest and with warrant coverage—while reviewed by independent committees, sustained reliance on affiliates can pressure governance optics and investor confidence .
- TRA cash obligations: Accelerated payments under TRA in certain scenarios could impact liquidity and strategic flexibility; requires vigilant risk oversight by Audit Committee .
- Ownership alignment: Park’s beneficial ownership is <1% of Class A; no disclosed director stock ownership guidelines—limited formal “skin-in-the-game” requirements may be viewed as a gap by some investors .
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Mitigants:
- Formal Related Person Transaction Policy with Audit Committee pre-approval/ratification; independent Audit Committee composition and Park’s leadership reduce conflict risk .
- Anti-hedging policy enhances alignment and discourages risk-misaligned financial instruments .
Overall, Park’s audit leadership and independence support board effectiveness amid complex capital structure and related-party dynamics; continued transparency and robust committee process around CPF-linked transactions and TRA implications are critical to investor confidence .