Thomas E. Price, M.D.
About Thomas E. Price, M.D.
Independent Class III Director at P3 Health Partners Inc. since December 2021; previously on Legacy P3 Board of Managers since January 2018. Age 70; MD and BA from University of Michigan; former U.S. HHS Secretary (Feb–Sep 2017), U.S. Representative (GA-6) (2005–2017) and Chair, House Budget Committee (2015–2017). Orthopedic surgeon with academic service at Emory University and Grady Memorial Hospital; contributes public policy and clinical expertise to P3’s board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Private Practice (Orthopedics) | Orthopedic Surgeon | 1984–2004 | Clinical leadership and patient care |
| Emory University | Assistant Professor of Orthopedic Surgery | 2002 | Academic and clinical instruction |
| Grady Memorial Hospital | Director, Orthopedic Clinic | Post-2002 | Operational oversight of clinical services |
| U.S. House of Representatives (GA-6) | Congressman | 2005–2017 | Chair, House Budget Committee (2015–2017); fiscal policy oversight |
| U.S. Dept. of Health and Human Services | Secretary | Feb–Sep 2017 | Executive leadership of federal health policy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Triumph Orthopedics, LLC | Director | Since 2021 | Private company board member |
| HealthWiseFirst, LLC | Sole Director | Since 2018 | Private governance leadership |
| Association Health Plans of America, LLC | Director | Since 2018 | Private company board member |
| Transformation Care Network, LLC | Director | Since 2020 | Behavioral health network oversight |
| Botanicals Sciences, LLC | Director | Since 2020 | Private company board member |
| Capital Ministries (non-profit) | Director | Since 2018 | Non-profit governance |
Board Governance
- Independence: Determined independent under Nasdaq rules; Board majority independent; independent Chair (Mark Thierer). Executive sessions held at least twice per year and presided by the Chair.
- Board service: Class III Director term expires at 2027 Annual Meeting; served since 2018 on Legacy P3 governance.
- Committee assignments (2024): Audit Committee member; Compensation & Nominating Committee member. Audit Chair: Jeffrey G. Park; Comp & Nom Chair: Mary Tolan.
- Meeting cadence and attendance (2024): Board met 8 times; each director attended at least 75% of Board and committee meetings. Audit met 6 times; Comp & Nom met 5 times.
| Governance Item | Status / Detail |
|---|---|
| Independence | Independent director |
| Committees | Audit (member); Compensation & Nominating (member) |
| Board Meetings (2024) | 8 meetings; ≥75% attendance |
| Audit Meetings (2024) | 6 meetings |
| Comp & Nom Meetings (2024) | 5 meetings |
| Executive Sessions | At least twice annually; chaired by independent Chair |
Fixed Compensation
- Director Compensation Program (structure): Cash annual retainer $65,000; Committee Chair retainer $25,000 (Audit; Compensation & Nominating); Committee member retainer $12,500 (each committee); Board Chair retainer $95,000. Paid quarterly in arrears.
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $90,000 | $90,000 |
| Committee Membership Fees (indicative) | Included in total (two committees @ $12,500 each) | Included in total (two committees @ $12,500 each) |
Performance Compensation
- Equity awards align director incentives with shareholders. In 2023, RSUs were granted to compensate significant services; in 2024, Annual Grant shifted to stock options vesting by next annual meeting/first anniversary.
| Award | Grant Date | Type | Shares/Units | Exercise Price | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|---|
| Director RSUs | Oct 23, 2023 | RSUs | Not disclosed per director; aggregate program award $340,000 | N/A | $340,001 (Price total) | 50% on each of 1st and 2nd anniversaries |
| Annual Director Option | 2024 Annual Meeting date (programmatic) | Stock Option | Notional sized to $170,000 FMV | Not disclosed | $170,049 (Price total) | Full vest on earlier of 1-year or next annual meeting |
Outstanding as of Dec 31, 2024:
| Instrument | Quantity |
|---|---|
| Options (vested and unvested) | 568,175 |
| Unvested RSUs | 108,281 |
Other Directorships & Interlocks
- Board includes multiple Chicago Pacific Founders (CPF) affiliates (e.g., Mary Tolan, Lawrence Leisure, Greg Kazarian, Greg Wasson). CPF has rights to designate an additional independent director while ownership thresholds persist; standstill extended to Jan 1, 2026.
- Related-party financings: 2025 unsecured Promissory Note ($30M, 19.5% p.a.) and VBC Growth SPV 4, LLC warrants (affiliate of CPF) approved by a committee of independent, disinterested directors and then by the full Board; subsequent shareholder approval of warrant issuance passed.
Expertise & Qualifications
- Clinical: Orthopedic surgeon, academic credentials at Emory; healthcare delivery perspective.
- Policy: Federal health leadership (HHS Secretary), legislative budgetary oversight; valuable for value-based care strategy and regulatory navigation.
- Governance: Multi-committee service; Audit Committee report signatory alongside Chair and peers.
Equity Ownership
| Security | Amount | % of Class | Notes |
|---|---|---|---|
| Class A Common Stock | 676,455 | <1% | Includes 108,280 shares and 568,175 options exercisable within 60 days of Apr 10, 2025 |
| Class V Common Stock | 1,177,659 | <1% | 102,785 shares held in escrow related to Class D dispute |
| Total Voting Power | N/A | <1% | Voting power across classes combined is <1% |
- Insider Trading Policy prohibits hedging/offset transactions; no pledging disclosed for directors.
Say-on-Pay & Shareholder Signals
- 2025 Say-on-Pay passed: For 211,787,285; Against 2,699,161; Abstain 16,819; Broker non-votes 19,312,493.
- 2025 Warrant issuance to CPF affiliate VBC 4 approved: For 212,418,241; Against 2,067,920; Abstain 17,104; Broker non-votes 19,312,493.
Governance Assessment
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Strengths:
- Independence affirmed; active committee service across Audit and Compensation/Nominating; ≥75% attendance; aligns with robust governance participation.
- Director equity grants (RSUs/options) provide alignment without cash-heavy structure; vesting tied to service/annual meeting cadence.
- Audit Committee oversight of related-party transactions and risk, with documented pre-approval policies; Audit Report signed by Price among members.
-
Potential conflicts and monitoring points:
- CPF influence: CPF is principal stockholder with complex warrant structures and right to designate additional independent director; financing transactions with CPF affiliates (VBC 4) require continued scrutiny for arm’s-length terms despite independent committee approval.
- Related-party history: Prior VGS financing involved other P3 insiders and directors (not Price), approved by independent committee; ensure recurring review of any CPF-linked arrangements via Audit Committee.
- Section 16 timing: One late Form 4 filing noted for Price in 2023 among broader late filings; minor but worth tracking for compliance discipline.
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Overall: Price’s policy and clinical background enhances board oversight in value-based care amidst complex capital structures. Equity-linked director pay and independence status support investor alignment; CPF-related transactions and board interlocks warrant ongoing, documented independent review to preserve investor confidence.