Lawrence B. Leisure
About Lawrence B. Leisure
Independent Class II director of P3 Health Partners Inc. since December 2021 (Legacy P3 board since April 2017); age 74; co‑founder and Managing Partner of Chicago Pacific Founders (CPF) since 2014, with deep experience in value‑based healthcare delivery; B.A. Stanford University; MBA UCLA Anderson . The Board has determined he is independent under Nasdaq rules, with no family relationships among directors or executive officers disclosed .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FEMG Holdings, LLC | Manager | Aug 2018 – Jul 2021 | Portfolio governance (private) |
| Legacy P3 Board of Managers | Manager | Apr 2017 – Dec 2021 | Predecessor governance to public company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Chicago Pacific Founders (CPF) | Co‑Founder; Managing Partner | 2014 – Present | Principal stockholder of PIII via affiliated entities |
| BioIntelliSense | Director | Jan 2019 – Present | Private company board |
| Recovery Ways Holdings | Manager | Jul 2014 – Present | Private addiction/mental health provider |
| Chicago Pacific Capital, L.P.; CPF UGP I; CPF UPP II | Manager | 2014/2019 – Present | General partner/upper‑tier CPF entities |
| WellBe Senior Medical, LLC | Manager | Mar 2019 – Present | Private company board |
| Impact Advisors Holdings, LLC | Manager | Dec 2019 – Present | Private company board |
| Allymar Health Solutions, LLC | Manager | Mar 2021 – Present | Private company board |
| IrsVision; Cahrus Technologies | Director | Current | Early‑stage companies |
| Stanford Byers Center for Biodesign | Senior Advisor | Current | Not‑for‑profit advisory role |
| UCLA Anderson School of Management | Board of Advisors | Current | Not‑for‑profit advisory role |
| UCSF Rosenman Institute | Chair, Advisory Board | Current | Not‑for‑profit role |
Board Governance
- Board class/tenure: Class II; current term expires at the 2026 Annual Meeting; director since 2021 .
- Independence: Board determined he qualifies as “independent” under Nasdaq rules; no family relationships; independent Chair structure .
- Committees: Member, Compensation and Nominating Committee; not on Audit; committee chairs are Mary Tolan (Comp & Nom) and Jeffrey G. Park (Audit) .
- Attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings; Board met 8x; Audit 6x; Comp & Nom 5x; 8 of 9 directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors meet in executive session at least twice per year, led by the independent Chair .
Fixed Compensation
Director Compensation Program (cash retainers):
| Role | Annual Cash Retainer ($) |
|---|---|
| Board member (non‑employee) | 65,000 |
| Audit Chair | 25,000 |
| Comp & Nominating Chair | 25,000 |
| Audit member (non‑chair) | 12,500 |
| Comp & Nominating member (non‑chair) | 12,500 |
| Board Chair | 95,000 |
Leisure’s 2024 director pay:
| Component | Amount ($) |
|---|---|
| Fees earned/paid in cash | 77,500 |
| Total cash | 77,500 |
Notes: Cash retainers paid quarterly, pro‑rated as applicable .
Performance Compensation
Equity for directors is time‑based, not performance‑based:
- Annual Grant: Option award at each Annual Meeting with grant‑date fair value of $170,000 for directors and $340,000 for Board Chair; vests in full on the earlier of first anniversary or the next annual meeting, subject to continued service .
Leisure’s 2024 equity:
| Equity Type | Grant‑Date Fair Value ($) | Instruments Outstanding (12/31/2024) |
|---|---|---|
| Stock options (Annual Grant) | 170,049 | 568,175 options (vested + unvested) |
| RSUs | — | 108,281 unvested RSUs |
| Total equity value reported (2024) | 170,049 | — |
Performance metric table (directors): Not applicable; director equity awards are time‑based options; no performance metrics disclosed for director compensation .
Other Directorships & Interlocks
- Public company boards: None disclosed for Leisure beyond P3 Health Partners Inc. .
- Interlocks/potential conflicts:
- Managing Partner of CPF, which through affiliates is PIII’s principal stockholder with 49.99% voting power as of April 10, 2025; CPF affiliates also hold significant warrants; Founders UGP and Founders UGP‑III (managers of CPF GP entities) are managed by Mary Tolan, Lawrence Leisure and Vance Vanier; they are not deemed beneficial owners of CPF Holders’ PIII securities per Schedule 13D/A .
- 2025 related‑party financing: VBC Growth SPV 4, LLC (affiliate of CPF) provided a $30.0m unsecured note (19.5% interest) and received warrants for up to 1,428,129 Class A shares at $10.34; approved by a committee of independent, disinterested directors; subsequent stockholder approval obtained June 4, 2025 .
Expertise & Qualifications
- Value‑based healthcare operator/investor with broad industry relationships; selected for deep experience in healthcare delivery models .
- Education: B.A. Stanford; MBA UCLA Anderson .
- Governance: Extensive private company board and GP/manager roles; member of Comp & Nominating Committee at PIII; committee oversees executive pay, clawback policy, director nominations, and governance guidelines .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (as of Apr 10, 2025) | 676,455 Class A shares; less than 1% of Class A; no Class V listed |
| Composition | 108,280 Class A shares held directly; 568,175 options exercisable or exercisable within 60 days |
| Unvested RSUs (12/31/2024) | 108,281 |
| Shares pledged | No pledging disclosure; company policy prohibits hedging instruments (e.g., swaps/collars) |
Director Compensation (Detail)
| Name | Fees Earned ($) | Option Awards ($) | Total ($) | Options Outstanding (#) | Unvested RSUs (#) |
|---|---|---|---|---|---|
| Lawrence B. Leisure | 77,500 | 170,049 | 247,549 | 568,175 | 108,281 |
Shareholder Votes (Context for governance quality)
| Proposal | 2025 Votes For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Elect Class I Directors | 209.6–213.5m (per nominee) | 1.0–4.9m | — | 19.3m |
| Ratify BDO (Auditor) | 232,474,781 | 690,557 | 650,420 | 0 |
| Say‑on‑Pay (Advisory) | 211,787,285 | 2,699,161 | 16,819 | 19,312,493 |
| Approve VBC 4 Warrant Issuance | 212,418,241 | 2,067,920 | 17,104 | 19,312,493 |
| Proposal | 2024 Votes For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Say‑on‑Pay (Advisory) | 191,518,133 | 293,863 | 250,038 | 8,678,306 |
Compliance and Related‑Party Controls
- Clawback: Compensation & Nominating Committee administers the Company’s Clawback Policy .
- Related‑party review: Audit Committee must review/approve related‑person transactions under a written policy; emergency chair pre‑approval with later ratification permitted; conflicted directors recused from approval .
- Section 16(a) compliance: Proxy lists late Form 4 filings for certain insiders in 2024, but none reported for Leisure .
- Anti‑hedging: Company policy prohibits hedging transactions in company stock for directors, officers, employees and entities they control .
Governance Assessment
Strengths
- Independent director; Board maintains independent Chair and regular executive sessions of independent directors, supporting oversight quality .
- Active committee member (Compensation & Nominating), which oversees executive pay, governance guidelines, succession, nominations, and clawback administration .
- Attendance: At least 75% of Board/committee meetings; robust meeting cadence (Board 8x; Comp & Nom 5x in 2024) .
- Shareholder support: Say‑on‑pay passed in 2024 and 2025 with high “For” vote counts; auditor ratification passed .
- Anti‑hedging policy in place; no Section 16(a) delinquency reported for Leisure .
Risks / RED FLAGS
- Significant related‑party exposure via CPF: Leisure is Managing Partner of CPF, PIII’s principal stockholder with 49.99% voting power, indicating concentrated control and potential conflicts; CPF also has right to designate an additional independent director under the CPF Letter Agreement .
- Insider financing: 2025 unsecured note at 19.5% and VBC 4 warrants (CPF affiliate) present conflict optics; mitigated by approval from a committee of independent, disinterested directors and subsequent stockholder approval, but terms are costly and dilutive if exercised .
- Compensation committee interlocks note related‑person transactions are present (see related‑party section), reinforcing the need for vigilance on recusals and independent processes .
Notes on Director Compensation Structure
- Equity mix has shifted to options for directors (Annual Grant), vesting time‑based; there is no disclosure of performance‑conditioned director equity; Comp & Nominating Committee did not engage a compensation consultant in 2024 .
- No director stock ownership guidelines were disclosed in the proxy; compensation is subject to plan limits .
Appendix: Committee Assignments (2024)
| Director | Audit | Compensation & Nominating |
|---|---|---|
| Lawrence B. Leisure | — | Member |
| Committee Chairs | Jeffrey G. Park (Chair) | Mary A. Tolan (Chair) |