Mary Tolan
About Mary Tolan
Independent Class III director (age 64) of P3 Health Partners Inc. (PIII); on the Company board since December 2021 and previously on the Legacy P3 Board of Managers since April 2017. Co‑founder and Managing Partner of Chicago Pacific Founders (CPF), with prior operating experience as founder and CEO of Accretive Health (now R1 RCM). Education: BBA from Loyola University and MBA from the University of Chicago. Classified as independent under Nasdaq rules; her current Board term expires at the 2027 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Accretive Health (now R1 RCM, Nasdaq: RCM) | Founder; CEO; Director | CEO Nov 2003–Apr 2013; Director until Nov 2013 | Built end‑to‑end healthcare RCM and population health infrastructure |
| Accenture | Group Chief Executive | Pre‑2014 (prior to founding Accretive Health) | Led consulting/outsourcing operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Chicago Pacific Founders | Co‑founder; Managing Partner | 2014–present | Principal stockholder of PIII via affiliated entities; Tolan is a manager of CPF general partners (Founders UGP, Founders UGP‑III) but not deemed a beneficial owner of CPF’s PIII securities |
| Tredence, Inc. (private) | Director | Current | Healthcare analytics/technology focus |
| Pinnacle Dermatology Holdings LLC (private) | Director | Current | Specialty care roll‑up |
| WellBe Senior Medical, LLC (private) | Director | Current | Value‑based senior medical care |
| Impact Advisors Holdings, LLC (private) | Director | Current | Health IT consultancy |
| University of Chicago | Board of Trustees | Current | Non‑profit governance role |
Board Governance
- Independence: The Board determined Tolan meets Nasdaq independence standards .
- Committee assignments: Chair, Compensation & Nominating Committee; not a member of Audit .
- Engagement: Compensation & Nominating met 5 times in FY2024; Audit met 6 times in FY2024 .
- Attendance: Board held 8 meetings in FY2024; each director attended at least 75% of Board and committee meetings; 8 of 9 directors attended the 2024 Annual Meeting .
Fixed Compensation
| Component | Structure | FY2024 Actual ($) |
|---|---|---|
| Annual Board retainer (cash) | $65,000 per Eligible Director [program] | Included in fees below |
| Committee chair retainer (cash) | $25,000 for Compensation & Nominating [program] | Included in fees below |
| Meeting fees | None disclosed | — |
| Chair of the Board premium | $95,000 (applies to Chair only) [program] | N/A (Tolan not Chair) |
| Mary Tolan – Fees earned (cash) | Annual + chair retainer | $90,000 |
Program details are from the Director Compensation Program; cash retainers paid quarterly in arrears .
Performance Compensation
| Grant Type | Grant Practice | FY2024 Value ($) | Vesting/Metrics |
|---|---|---|---|
| Annual Director Option Grant | Automatic on annual meeting date; $170,000 fair value (Chair: $340,000) [program] | $170,049 | Vests in full on earlier of 1st anniversary or next annual meeting; service‑based only (no performance metrics) |
| RSUs (director) | Not standard in program | — | — |
Option holdings and equity alignment:
| Metric | Amount | Notes |
|---|---|---|
| Stock options (Class A) outstanding (vested+unvested) | 568,175 | As of 12/31/2024 |
| Unvested RSUs | 108,281 | As of 12/31/2024 |
Compensation Committee practices:
- The Compensation & Nominating Committee did not engage an external compensation consultant in 2024 .
- The Company maintains a Clawback Policy (administered by the Compensation & Nominating Committee) .
Other Directorships & Interlocks
| Entity | Nature | Potential Interlock/Conflict |
|---|---|---|
| Chicago Pacific Founders (principal stockholder of PIII) | Private equity sponsor | CPF affiliates (e.g., VBC Growth SPV 4, LLC) provided a 2025 financing (promissory note and warrants) to P3 LLC; approved by a committee of independent, disinterested directors. Tolan is a manager of CPF general partners but not deemed a beneficial owner of CPF’s Company securities . |
| CPF Letter Agreement | Governance right | CPF entitled to designate an additional independent director while ownership thresholds apply; standstill extended to Jan 1, 2026 . |
Expertise & Qualifications
- Executive experience scaling healthcare services and revenue‑cycle platforms (Accretive Health/R1 RCM); investing/operator experience across healthcare services, technology, and real estate (CPF) .
- Governance roles across private healthcare companies and major academic institution (University of Chicago) .
- Board‑designated independence; deep sector networks relevant to value‑based care and payor/provider services .
Equity Ownership
| Security | Beneficial Ownership | % of Class | Details |
|---|---|---|---|
| Class A common stock | 676,455 | <1% | Includes 108,280 Class A shares and 568,175 options exercisable or exercisable within 60 days as of 4/10/2025 . |
| Class V common stock | — | — | No Class V holdings disclosed for Tolan . |
| Total voting power | — | — | “*” less than 1% . |
Anti‑hedging:
- Insider Trading and Anti‑Hedging Policy prohibits directors from hedging Company equity (e.g., collars, swaps, exchange funds) .
Section 16 compliance:
- No late Section 16 filings noted for Tolan in FY2024; the Company disclosed certain late Form 4s for other insiders/funds (not Tolan) .
Governance Assessment
- Independence and role: Tolan is independent and chairs Compensation & Nominating, signaling governance involvement. The committee met 5 times in FY2024; Board attendance thresholds were met, supporting engagement .
- Compensation/ownership alignment: 2024 director pay skewed to equity via option grants ($170,049) with service‑based vesting; personal Class A holdings plus exercisable options indicate some alignment, though percent ownership is de minimis (<1%) .
- Potential conflicts and controls: CPF is the principal stockholder (~49.99% voting power among affiliated entities) and its affiliates provided 2025 financing; Tolan’s manager role at CPF’s general partners creates perception risk. Mitigations include independence determinations, a formal Related Person Transaction Policy, Audit Committee oversight of related transactions, and use of an independent, disinterested committee for the VBC 4 financing approval .
- Anti‑hedging and clawback: Policies reduce misalignment risk and strengthen governance discipline .
- RED FLAGS:
- Sponsor‑related party exposure: VBC 4 financing (19.5% note, warrants) from CPF affiliate; dilution risk and optics of sponsor influence despite approval by independent, disinterested directors .
- Concentrated ownership: CPF and affiliates at 49.99% combined voting cap, with additional warrant exercises contingent on approvals; governance influence remains high .
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