Karen Johnson
About Karen Johnson
Karen M. Johnson (age 64) is an independent director of The Oncology Institute, Inc. (TOI) and has served on the Board since November 2021. She is Interim CEO of Clever Care Health Plan (Medicare Advantage) and previously held senior leadership roles at Health Net (Centene), WellCare (Centene), Health Essentials, and UnitedHealthcare. She holds a BS in Nursing (University of Michigan), a JD (Michigan State College of Law), and an Executive Certificate from Wharton. Her background centers on government-sponsored health programs, provider relations, and care models for high-risk populations.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clever Care Health Plan | Interim CEO | Current | Leads long-term strategic direction and managerial decisions |
| Health Net (Centene) | Medicare Officer | Not disclosed | Led strategy and operations for Medicare line of business |
| WellCare (Centene) | Medicare Regional President (AZ, CA, HI, MO, WA) | 2016–2020 | Oversaw finances, network growth, provider relations |
| Health Essentials | SVP, Clinical Services | Not disclosed | Launched home-based supportive care model for high-risk and end-of-life patients |
| UnitedHealthcare | Executive (Govt-sponsored programs) | Not disclosed | Drove growth in government programs |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Clever Care Health Plan | Board Member | Current; in addition to Interim CEO role |
| Med Tech Innovators | Board Member | Current |
| ADEii Health | Board Member | Current |
| Bon Secours Mercy Foundation | Board Member | Current |
| March of Dimes | Board Member | Current |
| Boys and Girls Clubs of America; ONEgeneration; YWCA; Planned Parenthood; St. Luke’s Foundation; United Way; American Diabetes Association | Prior Board Roles | Prior service on non-profit boards |
Board Governance
- Independence: The Board determined Ms. Johnson is independent under Nasdaq rules.
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Compliance.
- Attendance: Board met 18 times in 2024; each director attended at least 75% of Board and committee meetings during their service.
- Years of service: Director since November 12, 2021.
- Board leadership: Chair and CEO roles are separated; no lead independent director; independent directors meet in executive session.
Fixed Compensation (Director)
| Year | Annual Cash Retainer | Committee Cash/Fees | Equity Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|---|
| 2024 | $75,000 | Not disclosed | $8,060 (RSUs) | $83,060 |
- Director compensation structure (policy): Non-employee directors receive an annual $75,000 cash retainer plus annual RSU awards of $100,000; additional RSU retainers for committee roles: Audit Chair $30,000; other Chairs $20,000; Audit members $15,000; other committee members $10,000. Awards were made in Nov 2024 and vest at the 2025 Annual Meeting.
Performance Compensation (Director)
- No performance-conditioned director equity is disclosed; 2024 director awards were time-based RSUs vesting on the Annual Meeting date.
| Metric | Target | Weighting | Outcome/Notes |
|---|---|---|---|
| Performance metrics for director equity | Not disclosed | Not disclosed | 2024 director awards are time-based RSUs; no PSUs or performance goals disclosed |
Other Directorships & Interlocks
- Other public company directorships: None disclosed for Ms. Johnson.
- Potential interlocks/conflicts: Ms. Johnson is Interim CEO and a director of Clever Care Health Plan (Medicare Advantage). If TOI engages in transactions with Clever Care or related entities, they would be subject to TOI’s related-party transaction policy and Audit Committee oversight. No such transactions involving Ms. Johnson are identified in the proxy.
Expertise & Qualifications
- Government programs and payor operations: Leadership across Medicare and Medicare Advantage, multi-state regional oversight, and provider network growth.
- Clinical and care model design: Launched home-based supportive care model for high-risk and end-of-life patients.
- Governance: Chairs Nominating & Corporate Governance; member of Compliance Committee overseeing healthcare regulatory compliance risks.
- Education: BSN (University of Michigan), JD (Michigan State College of Law), Wharton Executive Certificate.
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | Ownership % | Notes |
|---|---|---|---|
| Karen Johnson | 165,185 | <1% | Includes 52,000 RSUs scheduled to vest at the Annual Meeting (within 60 days of record date) |
| Unvested RSUs outstanding at 12/31/24 | 52,000 | N/A | Director RSUs typically vest at the Annual Meeting under the 2024 grant cycle |
- Hedging/pledging policy: TOI prohibits hedging, derivative trading, and pledging of company securities by directors and employees.
- Ownership guidelines: No director ownership guideline disclosure identified in the proxy.
Governance Assessment
- Strengths
- Independent director with deep Medicare/MA operating experience; chairs Nominating & Corporate Governance and sits on Compliance—aligns with TOI’s regulatory risk profile.
- Attendance met threshold in a high-activity year (18 Board meetings).
- Strong insider trading policy (no hedging/pledging/margin), and a clawback policy consistent with listing standards.
- Watch items / potential conflicts
- Dual role as Interim CEO and director at Clever Care Health Plan; potential for payor/provider conflicts if TOI has business with Clever Care—no such related-party transactions are disclosed, but monitor under the related-party policy with Audit Committee review.
- Director equity awards are time-based RSUs; no performance linkage disclosed for directors—typical for boards, but offers limited pay-for-performance alignment vs. PSUs.
- Alignment and incentives
- 2024 director comp for Ms. Johnson: $75,000 cash and $8,060 RSU fair value; unvested 52,000 RSUs outstanding at year-end suggest ongoing equity-based alignment as awards vest at the 2025 Annual Meeting.
No related-party transactions involving Ms. Johnson are identified in the 2025 proxy. Section 16 compliance was satisfied for 2024 except for one late Form 4 by another director (Hively); no issues noted for Ms. Johnson.