Leif Pedersen
About Leif Pedersen
Leif Pedersen is Chief Financial Officer (CFO) of P3 Health Partners (effective October 1, 2024). He holds a BA in Business Administration/Accounting from Washington State University and was a CPA from 2002–2021; age 49 as of April 29, 2025 . Pedersen’s background spans Optum Health (UnitedHealth Group) and DaVita Medical Group in senior finance and controller roles, with deep value-based care experience . Company performance over the last three fiscal years shows revenues rising from $1.05B (FY22) to $1.50B (FY24), while EBITDA remained negative; the company’s cumulative TSR fell to $3.19 from a $100 baseline by FY24, and net losses persisted, framing execution priorities for the finance function [GetFinancials: Revenues—FY22, FY23, FY24; Net Income—FY22, FY23, FY24]*.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UnitedHealth Group – Optum Health | Vice President, Finance & Shared Service CFO | Mar 2020 – Jul 2024 | Led finance operations in value-based care delivery . |
| DaVita Medical Group | VP, National Controller; VP, Finance & IT CFO | Oct 2014 – Feb 2020 | Scaled finance and IT, controller oversight pre/post Optum acquisition . |
| DaVita Medical Group | Senior Assurance Manager; Director; Sr. Director, General Accounting/Strategic Initiatives & SOX | Jan 2006 – Oct 2014 | Built controls, SOX and strategic finance capabilities . |
External Roles
- No public company directorships disclosed in company filings for Pedersen .
Fixed Compensation
| Item | Details |
|---|---|
| Annual base salary | $440,000 (CFO Offer Letter) . |
| Target annual bonus | 50% of base salary; 2024 NEO bonus metrics were revenue, operating expense, Adjusted EBITDA . |
| Actual bonus paid (2024) | $0 (no bonus earned for 2024) . |
| 2024 compensation reported | Salary $138,769; Stock awards $344,925; Option awards $195,582; All other comp $312; Total $679,588 (pre-reverse split basis) . |
| Perquisites & tax gross-ups | Minimal perquisites; no tax gross-ups; standard benefits and 401(k) match availability . |
| Clawback | Compensation & Nominating Committee administers Company Clawback Policy . |
Equity Awards at Appointment (pre-reverse stock split amounts)
| Award Type | Grant Size | Strike/Grant Date Terms | Vesting | Expiration | Change-in-Control Treatment |
|---|---|---|---|---|---|
| Non-qualified Stock Options | 750,000 shares | Strike $0.46; grants effective Sep 3, 2024 | 25% on first anniversary of employment effective date; remaining 75% quarterly over 3 years, continued employment required . | 9/3/2034 . | 50% of unvested vests on the 1-year anniversary post-Qualifying CoC (double trigger); for CPF Transaction CoC, 30% vests on that 1-year anniversary; remaining vests continue pro rata thereafter . |
| RSUs (service + performance) | 750,000 units | Performance condition: closing of first underwritten offering of Class A common stock after grant | Service-vesting matches option schedule; vests only when both service and performance conditions are met . | N/A | Same CoC acceleration mechanics as options: 50% (or 30% for CPF Transaction) on 1-year post-CoC, subject to continued employment; remaining vests pro rata thereafter . |
Performance Compensation
Annual Cash Bonus Program (2024)
| Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Revenue | Not disclosed | Target aligned to corporate plan | Company-wide 2024 bonuses not earned | $0 | NEO bonus framework included revenue metric . |
| Operating Expense | Not disclosed | Target aligned to corporate plan | Company-wide 2024 bonuses not earned | $0 | NEO bonus framework included opex metric . |
| Adjusted EBITDA | Not disclosed | Target aligned to corporate plan | Company-wide 2024 bonuses not earned | $0 | NEO bonus framework included Adjusted EBITDA metric . |
Equity (Performance-Vesting)
| Metric | Weighting | Target | Actual | Vesting |
|---|---|---|---|---|
| RSU performance condition | 100% on event | Closing of first underwritten offering of Class A common stock following grant | Not disclosed achieved | RSUs vest when both service and performance conditions are met . |
Equity Ownership & Alignment
| Category | Amount/Status | Notes |
|---|---|---|
| Beneficial ownership (Class A, Class V) | Not listed among named beneficial owners as of Apr 10, 2025 | Pedersen shown with no reportable Class A or Class V positions outside awards; implies <1% and not a 5% holder . |
| Options – exercisable | 0 as of 12/31/2024 | Unexercisable 750,000 at $0.46; expiry 9/3/2034 . |
| Options – unexercisable | 750,000 | Time-based vesting schedule . |
| RSUs – unvested | 750,000 | Service + performance conditions . |
| In-the-money value | $168,675 (market value of unvested RSUs @ $0.2249 on 12/31/2024) | Company disclosure methodology (pre-reverse split amounts) . |
| Hedging/Pledging | Hedging prohibited by policy; pledging not disclosed | Insider Trading & Anti-Hedging policy prohibits hedging instruments . |
| Ownership guidelines | Not disclosed | No specific executive stock ownership guideline disclosure found . |
Employment Terms
| Term | Provision |
|---|---|
| Employment start date | October 1, 2024 . |
| Severance (without cause) | After ≥6 months employment: cash equal to six months base salary; subject to mitigation upon subsequent employment; release and compliance required . |
| Change-of-control economics | Double-trigger acceleration: 50% of unvested options/RSUs vest on 1-year post-Qualifying CoC; for CPF Transaction CoC, 30% vests on 1-year post-CoC; remaining vests pro rata per original schedule, continued employment required . |
| Indemnification | Standard D&O indemnification agreement executed . |
| Non-compete / non-solicit | Not disclosed in CFO Offer Letter . |
Company Performance Context (during/around tenure)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | 1,049,471,000 [GetFinancials]* | 1,266,375,000 [GetFinancials]* | 1,500,455,000 [GetFinancials]* |
| EBITDA ($USD) | -158,672,000* [GetFinancials] | -81,255,000* [GetFinancials] | -232,742,000* [GetFinancials] |
| Net Income ($USD) | -270,127,000 [GetFinancials]* | -57,773,000 [GetFinancials]* | -135,849,000 [GetFinancials]* |
| Diluted EPS – Continuing Ops ($USD) | -325.00* [GetFinancials] | -31.6416* [GetFinancials] | -54.0575* [GetFinancials] |
| Pay vs Performance TSR (Value of $100 baseline) | $26.14 | $20.03 | $3.19 |
Values retrieved from S&P Global.*
Notes: FY periods are company fiscal years. TSR values are cumulative and reflect $100 invested on 12/31/2021 as disclosed .
Compensation Committee Analysis and Say-on-Pay
- Compensation & Nominating Committee: Members Lawrence B. Leisure, Thomas E. Price, M.D., Mary Tolan (Chair), Greg Wasson; five meetings in FY2024; authority over executive pay, incentive plans, clawback policy; no compensation consultant engaged in 2024 .
- Peer group/target percentile: Not disclosed; no compensation consultant engaged .
Say-on-Pay Voting Results
| Meeting | Votes For | Votes Against | Abstain | Broker Non-Votes | Approval % (For ÷ (For+Against)) |
|---|---|---|---|---|---|
| 2025 Annual (June 4, 2025) | 211,787,285 | 2,699,161 | 16,819 | 19,312,493 | 98.7% (computed from reported votes) . |
| 2024 Annual (June 6, 2024) | 191,518,133 | 293,863 | 250,038 | 8,678,306 | 99.8% (computed from reported votes) . |
Investment Implications
- Pay-for-performance alignment: Pedersen’s annual bonus is fully at risk and tied to revenue, opex, and Adjusted EBITDA; zero payout in 2024 underscores linkage to financial outcomes . Equity mix balances time-based options with RSUs that require both service and a capital markets milestone (underwritten offering), reinforcing retention and capital markets execution .
- Retention and selling pressure: With options unexercisable and RSUs contingent on both time and a performance event, near-term selling pressure appears limited; partial CoC double-trigger acceleration (50% or 30%) creates retention hooks around post-transaction anniversaries .
- Alignment and risk: No disclosed pledging and anti-hedging policy are positives for alignment . However, persistent negative EBITDA and net losses, plus very low disclosed TSR by FY2024, heighten execution risk for finance-led turnaround and capital structure management [GetFinancials: EBITDA, Net Income]*.
- Governance and shareholder sentiment: Strong say-on-pay approvals in 2024 and 2025 indicate shareholder support for compensation practices amid restructuring and financing activities .