Daniel Virnich
About Daniel Virnich
Daniel Virnich, 46, is Chief Executive Officer of The Oncology Institute (TOI) and has served as a director since June 13, 2024. He previously served as President (from March 2022) and Chief Operating Officer (since 2020). Dr. Virnich holds a BA in Biology (University of Chicago), an MD (University of Chicago Pritzker; Alpha Omega Alpha), and an MBA (Northwestern Kellogg). Annual cash incentives for 2024 were tied to revenue, gross profit, and Adjusted EBITDA, with a payout reflecting attainment of company performance goals; TOI maintains a clawback policy for incentive-based compensation and prohibits hedging/pledging, supporting alignment. Board leadership is separated (independent Chair), and Virnich does not serve on board committees, reinforcing governance oversight over a dual CEO-director role .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DaVita Medical Group (Florida) | Market President | 2018–2019 | Led Medicare Advantage at-risk provider group (~90,000 MA members), overseeing ~1,400 clinicians and teammates . |
| DaVita Medical Group (California) | SVP, Operations | 2015–2018 | Senior operations leadership in a large value-based provider group . |
| TeamHealth Acute Care Services | Chief Medical Officer | Not disclosed | National CMO role supporting hospital systems across 26 states . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships or committee roles disclosed for Virnich . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $455,000 | $475,000 |
| Target Bonus (% of Salary) | 40% | 40% |
| Actual Bonus Paid ($) | $147,420 | $217,051 |
| Stock Awards ($, grant-date fair value) | $55,288 | $118,316 |
| Option Awards ($, grant-date fair value) | $138,221 | $295,791 |
| All Other Compensation ($) | $12,200 (401k) | $12,200 (401k) |
| Total Compensation ($) | $808,129 | $1,118,358 |
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Revenue | Not disclosed | Not disclosed | Company performance led to payout | $217,051 | Cash bonus paid following FY end |
| Gross Profit | Not disclosed | Not disclosed | Company performance led to payout | $217,051 | Cash bonus paid following FY end |
| Adjusted EBITDA | Not disclosed | Not disclosed | Company performance led to payout | $217,051 | Cash bonus paid following FY end |
Notes: 100% of Virnich’s 2024 bonus was based on company performance and operational goals tied to revenue, gross profit and Adjusted EBITDA, plus individual contributions, paid post-year end .
Equity Incentives (Key Grants)
| Grant | Date | Type | Shares/Units | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|---|---|
| Annual grant | May 21, 2024 | Stock Options | 496,293 | $2.00 | 25% per year over 4 years (anniversaries of 5/21/2024) | 5/21/2034 |
| Annual grant | May 21, 2024 | RSUs | 198,517 | — | 25% per year over 4 years (anniversaries of 5/21/2024) | N/A |
Vesting schedules for legacy and prior awards (options and RSUs) are four-year annual installments (with specific earnout/performance structures on certain 2021–2023 awards as disclosed); unvested awards accelerate only under conditions specified in individual award agreements (no blanket acceleration disclosed for Virnich’s 2024 grants) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 1,025,357 shares (1.4% of outstanding) |
| Direct Shares | 109,033 shares |
| Options Exercisable within 60 Days | 916,324 shares |
| Unvested RSUs (selected counts at 12/31/2024) | 198,517 (2024 grant) plus prior awards per table; 86,208 (2023 RSUs), 30,076 (2022 RSUs), 10,504 (2022 RSUs), 20,051 (2022 RSUs) |
| Ownership Guidelines | Not disclosed |
| Hedging/Pledging | Prohibited (short sales, options, collars, forward sale contracts; pledging and margin accounts prohibited) |
| Trading Controls | Blackout periods from 14 days before quarter-end to 2 full trading days after earnings release; pre-clearance required for officers/directors; Rule 10b5-1 plans permitted with 90–120 day cooling-off period and pre-approval |
Employment Terms
| Term | Detail |
|---|---|
| Role Tenure | CEO since June 2023; prior TOI roles include President (since March 2022) and COO (since 2020) . |
| Agreement Term | 3-year initial term with 1-year automatic extensions . |
| Severance | If terminated without cause or resigns for good reason: 12 months salary continuation plus COBRA premium payments for 12 months, subject to a release . |
| Restrictive Covenants | 24-month non-solicitation of employees; 36-month confidentiality; indefinite non-disparagement . |
| Change-of-Control | Not specifically disclosed for Virnich’s employment agreement; certain legacy RSUs for physicians had change-in-control vesting provisions (not applicable to CEO grants) . |
| Clawback | Policy for recovery of erroneously awarded incentive compensation upon restatements; no indemnification/insurance reimbursement for clawbacks . |
| Insider Trading | Comprehensive policy; pre-clearance, blackout periods, and 10b5-1 compliance enforced . |
Board Service and Governance
- Board service: Director since June 13, 2024; does not serve on any board committees .
- Governance structure: Independent Chair; roles of Chair and CEO separated; no Lead Independent Director; all key committees (Audit, Compensation, Nominating & Governance) comprised solely of independent directors .
- Attendance: In 2024, board met 18 times; all directors attended at least 75% of meetings of the board and applicable committees .
- Independence: Virnich is an employee director (not independent); independent directors listed are Johnson, Kaushal, Ling, McGeorge, Pacala .
Risk Indicators & Signals
- CFO transition (Sep–Oct 2024): CFO Mihir Shah resigned effective Oct 14, 2024; company appointed Robert Carter (long-serving SVP Finance) as CFO, with 12-month severance and 40% target bonus. Company stated departure not related to operations or accounting policies; announcement included continuity messaging from CEO Virnich .
- Listing risk mitigation: Board sought authorization for a reverse stock split (1-for-5 to 1-for-40) to maintain Nasdaq minimum bid compliance; indicates governance responsiveness to listing requirements .
- Compliance structures: Dedicated Audit, Compensation, Nominating & Governance, and Compliance committees; insider trading and clawback policies in place .
Compensation Structure Analysis
- Mix evolution: 2024 total compensation increased year-over-year (to $1.12M from $0.81M), with higher equity grant-date values and bonus payout, reflecting performance-based cash and multi-year equity incentives .
- At-risk pay: Annual cash bonus fully tied to financial performance metrics (revenue, gross profit, Adjusted EBITDA); four-year vesting on options/RSUs emphasizes retention and long-term alignment .
- Alignment safeguards: Clawback for incentive compensation (restatements), prohibition of hedging/pledging/margin, pre-clearance and blackout windows reduce opportunistic selling and insider pressure .
- Severance economics: Modest severance (salary continuation only, no disclosed bonus multiples or tax gross-ups), reducing golden parachute risk and fixed-cost burden .
Investment Implications
- Alignment: Strong governance architecture—independent committees, separated Chair/CEO roles—and policies (clawback, hedging/pledging bans, 10b5-1 cooling-off) support pay-for-performance and reduce misalignment/insider selling risk .
- Performance incentives: Annual bonus tied to core financial drivers (revenue, gross profit, Adjusted EBITDA) with four-year equity vesting enhances long-term orientation; 2024 payout signals progress on operational goals .
- Retention: Multi-year vesting schedules and moderate severance terms foster retention without excessive guaranteed pay; beneficial ownership (1.4%) and sizable in-the-money option inventory align upside with shareholders .
- Watch items: Execution against value-based oncology growth, listing compliance actions (reverse split authorization), and leadership continuity through CFO transition merit monitoring for potential trading catalysts and governance risk signals .