Mark Thierer
About Mark Thierer
Independent Chair of the Board at P3 Health Partners (PIII). Age 65; director since 2021. Former CEO of OptumRx and Catamaran, interim CEO of Dentsply Sirona; now Managing Partner at AssetBlue Investment Group. Education: B.S. in Finance (University of Minnesota), MBA (Nova Southeastern University), and CEBS designation from The Wharton School, University of Pennsylvania .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OptumRx (UnitedHealth Group) | Chief Executive Officer | Jul 2015 – Sep 2017 | Led national pharmacy care services; M&A execution experience following Catamaran combination . |
| Catamaran Corporation (Nasdaq: CTRX) | Chairman & Chief Executive Officer | Mar 2011 – 2015 (until combination with OptumRx) | Led one of the largest PBMs; strategy, finance, M&A leadership . |
| Dentsply Sirona (Nasdaq: XRAY) | Interim Chief Executive Officer | Oct 2017 – Feb 2018 | Led transition as interim CEO at a global dental manufacturer . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AssetBlue Investment Group | Managing Partner | Since Jun 2017 | Investment firm founded by Thierer . |
| Discover Financial Services (NYSE: DFS) | Director | 2013 – 2024 | Independent board service at large financial institution . |
| Senior Connect Acquisition Corp. (Nasdaq: SNRH) | Director | 2021 – 2023 | SPAC directorship . |
| Foresight Acquisition Corp. | Advisor | Since Oct 2020 | SPAC that combined with P3; advisory role . |
Board Governance
| Item | Detail |
|---|---|
| Board role | Independent Chair of the Board; presides over executive sessions of independent directors . |
| Independence | Board determined Thierer is “independent” under Nasdaq rules . |
| Committee assignments | Not a member of Audit or Compensation & Nominating committees (both marked “—” for Thierer) . |
| Committee leadership | Audit Chair: Jeffrey G. Park; Compensation & Nominating Chair: Mary Tolan . |
| Executive sessions | Independent directors meet in executive session regularly, no less than twice per year; chaired by Thierer . |
| Board structure | Classified board with three staggered classes; Thierer is Class II (term expires 2026) . |
| Meetings and attendance | Board met 8 times in FY2024; each director attended at least 75% of Board and committee meetings . |
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $65,000 | Standard for non-employee directors . |
| Chair Retainer | $95,000 | Additional retainer for Chair of the Board . |
| Total Cash Paid (2024) | $160,000 | As disclosed for Thierer . |
| Equity – Annual Option Grant (Chair) | $340,097 (grant date fair value) | Chair annual option grant; options vest fully by next annual meeting or first anniversary . |
| Total 2024 Director Compensation | $500,097 | Cash plus option award fair value . |
Performance Compensation (Director)
| Element | Structure | Metrics/Targets |
|---|---|---|
| Annual equity for directors | Stock options; Chair receives higher grant value | No performance metrics disclosed for director equity; vesting is service/time-based to next annual meeting or first anniversary . |
| Clawback policy | Compensation & Nominating Committee administers Company Clawback Policy | Policy exists; applies to compensation as governed by committee charter . |
| Anti-hedging | Insider Trading Policy prohibits hedging transactions (e.g., prepaid forwards, swaps, collars, exchange funds) | Applies to directors; designed to align with shareholders and prevent misaligned hedging . |
No director-specific performance metrics (TSR, revenue, ESG, etc.) are tied to director pay in the proxy .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Notes |
|---|---|---|
| Discover Financial Services (NYSE: DFS) | Former Director (2013–2024) | Large-cap financial services; no P3-related transactions disclosed . |
| Senior Connect Acquisition Corp. (Nasdaq: SNRH) | Former Director (2021–2023) | SPAC experience; no P3-related transactions disclosed . |
| Foresight Acquisition Corp. | Advisor (since 2020) | SPAC that combined with P3; advisory role noted . |
Expertise & Qualifications
- Public company CEO and Chair experience across healthcare services and medtech; deep PBM and healthcare IT domain knowledge (Catamaran, OptumRx) .
- Capital allocation and M&A execution record; board governance at financial institutions (DFS) .
- Finance education and CEBS credential from Wharton; adds compensation/benefits literacy to boardroom .
Equity Ownership
| Holding Detail | Amount | Notes |
|---|---|---|
| Class A common stock – Direct | 216,560 | Directly held . |
| Class A via AssetBlue Ventures, LLC | 426,014 | Entity controlled by Mark and Nasrin Thierer . |
| Stock options exercisable within 60 days | 1,336,348 | Included in beneficial ownership . |
| Total Class A beneficial ownership | 1,978,922 | Sum of above . |
| Class V common stock | — | None disclosed . |
| Total voting power | 0.5% | Of combined Class A and Class V voting power . |
| Pledging/hedging | No pledges disclosed; hedging prohibited by policy | No pledge footnote for Thierer; company-wide anti-hedging policy . |
Section 16(a) Compliance / Insider Filings
| Item | Status |
|---|---|
| Delinquent Section 16(a) reports for Thierer (FY2024) | None disclosed for Thierer in the company’s delinquency table . |
Governance Assessment
-
Strengths
- Independent Chair enhances oversight; presides over executive sessions; majority-independent board .
- Robust committee structure with independent chairs; clear delegation of related-party review to Audit Committee; existence of Clawback and anti-hedging policies .
- Director compensation aligned to equity via options; Chair’s cash/equity mix is consistent with disclosed program and not excessive relative to peers within the board .
-
Watch items / potential conflicts
- Principal stockholder Chicago Pacific Founders (CPF) retains significant influence; CPF letter agreement allows an additional independent director designation while ownership thresholds are met .
- 2025 financing with CPF affiliate (VBC 4) at 19.5% interest plus warrants; approved by a committee of independent, disinterested directors and then full Board; still presents related-party optics and dilution risk upon warrant exercise (up to 1,428,129 shares at $10.34 post–reverse split) .
- Classified board structure may entrench directors and delay change-of-control responses; investor view varies on classified boards .
-
RED FLAGS
- Related-party financing and potential dilution: VBC 4 warrants tied to CPF affiliate; though independently reviewed, it remains a governance and dilution red flag to monitor for conflicts and pricing fairness .
- Concentrated shareholder influence: CPF’s ability to designate an additional independent director and ownership caps on warrant exercises (49.99%) underscore concentrated control dynamics .
Net assessment: As independent Chair, Thierer brings deep sector and governance experience with solid engagement (≥75% attendance). Key governance risk at P3 stems from principal stockholder transactions rather than Thierer-specific conflicts; oversight mechanisms (independent committees) are in place but warrant continued monitoring around related-party financings and dilution .
Appendix: Board & Committee Reference
- Audit Committee members: Jeffrey G. Park (Chair), Thomas E. Price, M.D., Greg Wasson; met 6 times in FY2024 .
- Compensation & Nominating members: Mary Tolan (Chair), Lawrence B. Leisure, Thomas E. Price, M.D., Greg Wasson; met 5 times in FY2024; no compensation consultant engaged in 2024 .
- Non-employee director compensation program (cash and equity parameters) and Thierer’s 2024 compensation are detailed above .