Anne McGeorge
About Anne McGeorge
Anne McGeorge, age 64, has served as an independent director of The Oncology Institute since November 2021. She is an audit committee financial expert, chairs TOI’s Audit Committee, and is a member of the Compensation Committee. Her background includes over 35 years in healthcare financial oversight, including Managing Partner of Grant Thornton’s U.S. Health Care Industry Practice and Global Managing Partner for Grant Thornton International’s Health Care Industry Practice; she previously was a partner at Deloitte and Arthur Andersen and has been an adjunct professor at UNC’s School of Public Health since 2005 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grant Thornton LLP | Managing Partner, Health Care Industry Practice | 2006–Jul 2017 | Led strategic, operational, and financial oversight for healthcare clients |
| Grant Thornton International | Global Managing Partner, Health Care Industry Practice | 2015–Jul 2017 | Global leadership across health care practice |
| Deloitte LLP | Partner | Prior to 2006 | Senior advisory and audit responsibilities |
| Arthur Andersen LLP | Partner | Prior to 2006 | Senior advisory and audit responsibilities |
| University of North Carolina School of Public Health | Adjunct Professor | Aug 2005–Present | Academic contribution in public health |
External Roles
| Organization | Role | Tenure | Public/Private | Committees/Impact |
|---|---|---|---|---|
| Dianthus Therapeutics | Director; Audit Committee Chair | Current | Public | Audit leadership; recent insider Form 4 filings indicate active engagement |
| SOC Telemed | Director; Audit Committee Chair | Oct 2020–Apr 2022 | Public (at that time) | Audit leadership during telemedicine operations |
| Nimbus Therapeutics | Director; Audit Committee Chair | Current | Private | Audit committee leadership |
| CitiusTech | Director; Audit Committee Chair | Current | Private | Audit committee leadership |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member; not on Nominating & Corporate Governance or Compliance Committees .
- Independence: Board determined McGeorge is independent under Nasdaq and SEC Rule 10A‑3; she is the designated audit committee financial expert .
- Attendance: Board met 18 times in 2024; all directors (including McGeorge) attended at least 75% of board and committee meetings; Audit Committee held 5 meetings; Compensation Committee held 5; Nominating & Corporate Governance held 4; Compliance held 4 .
- Audit Committee responsibilities include auditor oversight, independence, pre‑approval of services, financial reporting oversight, and procedures for confidential submissions; pre‑approval policies are in place .
Fixed Compensation
| Year | Cash Retainer ($) | Committee Cash/Fees ($) | Meeting Fees | Notes |
|---|---|---|---|---|
| 2024 | 75,000 | Not separately disclosed as cash (committee retainers are equity-based) | None disclosed | Non-employee director policy based on annual retainers plus RSUs; expenses reimbursed |
Performance Compensation
- Structure: Annual RSU grants; additional RSU retainers for committee memberships and chair roles; equity awards vest at the annual meeting; change-of-control vesting acceleration if a non-employee director is asked to resign or removed within 12 months commencing on or following a change in control .
- No performance metrics tied to director equity; time-based vesting only .
| Year | Stock Awards ($) (Grant-Date FASB ASC 718) | Unvested RSUs at FY-End | Vesting Schedule | Committee RSU Policy (Audit Chair/Member; Other Committees) |
|---|---|---|---|---|
| 2024 | 8,680 | 56,000 | RSUs granted in Nov 2024 vest at 2025 Annual Meeting (May 7, 2025) | Annual RSUs $100,000; Audit Chair $30,000 in RSUs; Audit member $15,000; Other committee chair $20,000; Other committee member $10,000; number of shares based on closing price at grant |
Other Directorships & Interlocks
| Company | Relationship to TOI | Interlocks/Conflicts |
|---|---|---|
| Dianthus Therapeutics | No disclosed business relationship | No TOI-related interlocks disclosed; McGeorge serves as Audit Chair only |
| SOC Telemed | Past directorship ended Apr 2022 | No TOI-related interlocks disclosed |
| Nimbus Therapeutics | Private | No TOI-related interlocks disclosed |
| CitiusTech | Private | No TOI-related interlocks disclosed |
Expertise & Qualifications
- Finance/accounting/risk management expertise; designated audit committee financial expert .
- Healthcare industry oversight and growth strategy experience from Grant Thornton roles .
- Academic engagement in public health (UNC adjunct professor) .
Equity Ownership
| Holder | Beneficial Shares | Ownership % | Components/Notes |
|---|---|---|---|
| Anne McGeorge | 183,346 | Less than 1% | Includes 56,000 RSUs scheduled to vest on 2025 Annual Meeting date (within 60 days of table) |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Security | Transaction Code | Amount | Price | Post-Transaction Holdings | Notes |
|---|---|---|---|---|---|---|---|
| Nov 25, 2024 | Nov 22, 2024 | Common (via RSUs) | A | 56,000 | $0 | 183,346 | RSUs vest in full at TOI’s 2025 annual shareholder meeting date |
Governance Assessment
- Strengths: Independent director; audit committee financial expert; chairs Audit Committee with robust pre‑approval and oversight practices; strong attendance; prohibitions on hedging, pledging, and margin purchases for directors; clawback policy adopted for executives, indicating tone at the top for accountability .
- Alignment: Meaningful RSU holdings and annual equity retainers; vesting tied to service at annual meeting; beneficial ownership includes unvested RSUs soon vesting, supporting alignment without pledging risk .
- Potential risks: Company-level listing compliance challenges (Nasdaq minimum bid price deficiency prompting reverse split approval request) could heighten scrutiny of audit oversight and overall governance effectiveness; however, no related-party transactions or director-specific conflicts disclosed for McGeorge .
- Committee workload: Dual roles (Audit Chair and Compensation member) imply high governance impact; committee meetings (5 each for Audit and Compensation in 2024) suggest active engagement .
RED FLAGS: None disclosed for McGeorge specifically (no related-party transactions, no pledging; attendance ≥75%); company-level reverse split need is a market listing risk but not a director conflict .