Brad Hively
About Brad Hively
Brad Hively, age 46, is Vice Chairman of the Board and a director of The Oncology Institute (TOI). He previously served as TOI’s Chief Executive Officer through June 30, 2023 and has been a director since November 2021; earlier he was CEO and a director of Legacy TOI (2019–Nov 2021). He holds a B.A. in Business Economics from UCLA and an MBA from Stanford GSB. His core credentials are healthcare services operating leadership and value-based care execution across provider networks and private equity-backed platforms .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Oncology Institute, Inc. | Vice Chairman of the Board; Director | Director since Nov 2021; Vice Chair since Jun 30, 2023 | Board leadership; oversight; no committee chair roles |
| The Oncology Institute, Inc. | Chief Executive Officer | Nov 2021–Jun 30, 2023 | Led public-company transition and operations post-SPAC |
| TOI Parent, Inc. (Legacy TOI) | Chief Executive Officer; Director | CEO 2019–Nov 2021; Director 2018–Nov 2021 | Scaled value-based oncology provider model |
| Heritage Provider Network | SVP Operations | 2009–2014 | Operations leadership at large physician group |
| Health Essentials | President | 2014–2015 | Value-based care model for post-acute/palliative patients |
| RLH Equity Partners | Principal; Strategic Advisor | 2016–2019; ongoing Strategic Advisor | PE-backed provider roll-ups, advisory |
| TA Associates; General Atlantic; RLH | Investment roles | Various years | Growth investing experience in healthcare |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Unio Health Partners (private) | Board member | Current | Private provider portfolio role |
| Sequel Ortho (f/k/a Ortho Nebraska) (private) | Board member | Current | Private provider portfolio role |
| US Neurology Associates (private) | Chairman | Current | Private provider—chair role |
Board Governance
- Committee assignments: Member, Compliance Committee; not a chair of any committee .
- Independence: Not classified as an independent director under Nasdaq rules; the proxy lists independent directors as Johnson, Kaushal, Ling, McGeorge, and Pacala (Hively not included) .
- Attendance: Board met 18 times in 2024; each director attended at least 75% of Board and committee meetings during their term .
- Leadership structure: Separate Chair and CEO; no Lead Independent Director; Vice Chair (Hively) participates in agenda setting and communications .
- Compliance oversight: Compliance Committee (of which Hively is a member) met 4 times in 2024; oversees regulatory healthcare compliance risks .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual director cash retainer | $75,000 | Policy provides $75,000 cash retainer for non-employee directors |
| Stock awards (RSUs) | $6,820 (grant date fair value) | Annual RSU awards generally targeted at $100,000; 2024 RSUs granted in Nov 2024 vest at the 2025 annual meeting |
| Committee membership equity retainer | Included in RSU awards | Policy: $10,000 RSU value for non-audit committee members; $15,000 for audit members |
| Chair fees (equity) | N/A | Not a committee chair |
| Meeting fees | Not disclosed | Company reimburses reasonable expenses |
Performance Compensation
| Performance-conditioned director pay element | Disclosure |
|---|---|
| Cash bonus/PSU metrics for directors | None disclosed for directors; director equity is time-based RSUs |
Other Directorships & Interlocks
- Other public company directorships: None disclosed for Hively; his board roles are with private companies .
- Compensation Committee interlocks: Company discloses no compensation committee interlocks or insider participation involving executive officers; no conflicting interlocks noted .
Expertise & Qualifications
- Healthcare services operator with value-based care experience across large physician networks; prior senior roles at Heritage Provider Network and Health Essentials .
- Private equity portfolio governance and growth strategy experience (TA Associates, General Atlantic, RLH) .
- Education: B.A. UCLA; MBA Stanford GSB .
- Board role: Vice Chairman; prior CEO experience provides operational insights but reduces formal independence classification .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 2,809,639 (3.7%) | As of Mar 17, 2025; % of 75,753,229 shares outstanding |
| Common shares held | 622,753 | Direct holdings |
| Options exercisable within 60 days | 2,142,886 | Vested/exercisable options |
| RSUs vesting within 60 days | 44,000 | Unvested RSUs scheduled to vest at annual meeting |
| Hedging/pledging | Prohibited by policy (options, derivatives, hedging, pledging, margin) | Insider Trading Compliance Policy prohibits hedging/pledging |
Governance Assessment
- Alignment: Meaningful beneficial ownership (3.7%) largely via vested options; RSUs vest on annual meeting date—provides near-term equity exposure and some alignment with shareholders .
- Independence: Not independent under Nasdaq rules due to prior CEO and current Vice Chair status; governance best practice typically favors a majority of independent directors on key committees, which TOI maintains (audit/comp/NCG are fully independent) .
- Committee effectiveness: Serves on Compliance Committee—a key oversight area for a Medicare-heavy oncology provider; committee met 4 times in 2024 and covers material regulatory risk areas .
- Attendance/engagement: Board met frequently (18 times) and directors met the 75% attendance threshold; indicates active governance cadence .
- Compensation structure: Director pay mix is primarily fixed cash retainer plus time-based RSUs; no performance-conditioned pay for directors—consistent with market practice; note that reported RSU fair values for 2024 appear lower than stated policy target grants, warranting clarification on grant sizing and accounting .
- RED FLAGS:
- Late Section 16 filing: Company notes a delinquent Form 4 for Hively on Dec 2, 2024; while minor, timely reporting is an investor confidence indicator .
- Independence optics: Serving as Vice Chair and former CEO can blur independence perceptions, though he is not on audit/comp/NCG committees (which remain fully independent) .
- Related-party exposure: No Hively-specific related party transactions disclosed for 2024; company has a formal related person transaction policy and audit committee review process .
- Structural signals: No Lead Independent Director; Chairman role held by Richard Barasch; independent directors meet in executive sessions—partially offsets leadership concentration .