Mark Pacala
About Mark Pacala
Mark Pacala (age 69) is an independent director of The Oncology Institute (TOI) since September 21, 2022, and previously served on the board of Legacy TOI from 2018 to 2020. He is Managing Partner at Essex Woodlands Health Investors, has held leadership roles at Marriott and Walt Disney, and holds a B.A. in Economics from Hamilton College and an MBA from Harvard Business School . TOI’s board affirmatively determined Pacala is independent under Nasdaq/SEC rules; independent directors meet regularly in executive sessions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Legacy TOI | Director | 2018–2020 | Governance experience with predecessor entity |
| Marriott Corporation | Leadership roles | Not disclosed | Operating leadership background |
| Walt Disney Corporation | Leadership roles | Not disclosed | Operating leadership background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Iron Point Partners | Senior Advisor | Since 2022 | Private equity; healthcare focus |
| New Spring Capital Health | Senior Advisor | Since 2022 | Private equity; healthcare focus |
| Archimedes Health Investors | Senior Advisor | Since 2022 | Private equity; healthcare focus |
| Harkness Capital Partners | Senior Advisor | Since 2022 | Private equity; healthcare focus |
| Various private portfolio companies | Director | Not disclosed | Serves on several private healthcare company boards |
Board Governance
- Independence: TOI determined Pacala is independent; all Audit and Compensation Committee members are independent .
- Committee memberships: Audit Committee (member); Compensation Committee (member). No chair roles .
- Attendance: Board met 18 times in 2024; all directors attended at least 75% of board and committee meetings held during their term .
- Election/engagement: In the May 7, 2025 annual meeting, Pacala received 39,243,514 “For,” 594,500 “Withhold,” and 22,053,365 broker non-votes on his nomination .
| Committee | Role | Chair? | Meetings in 2024 |
|---|---|---|---|
| Audit | Member | No | 5 |
| Compensation | Member | No | 5 |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual cash retainer ($) | $62,500 | $75,000 |
| Stock awards ($, grant-date fair value) | $97,815 | $7,750 |
| Total ($) | $160,315 | $82,750 |
- Policy: Non-employee directors receive cash retainers and annual RSUs (aggregate target $100,000); committee chairs/members receive additional RSU retainers (Audit Chair $30,000; other Chairs $20,000; Audit members $15,000; other committee members $10,000) .
Performance Compensation
| Element | Detail |
|---|---|
| Annual RSU grant (policy) | Target $100,000 grant value for non-employee directors; actual shares determined by closing price on grant date |
| Committee RSU retainers | Audit Chair $30,000; other Chairs $20,000; Audit members $15,000; other committee members $10,000 |
| 2024 grant timing/vesting | RSUs granted Nov 2024; vest on the date of the 2025 Annual Meeting, subject to continued service |
| Change-in-control acceleration | If asked to resign/removed during the 12 months commencing on or following a change in control, all director equity awards vest in full |
| Hedging/pledging policy | Directors prohibited from options trading, certain hedging/monetization transactions, and pledging company securities; also margin purchases prohibited |
No performance metrics (e.g., revenue/EBITDA/TSR) are tied to director compensation in the proxy disclosures .
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Public company boards (current) | None disclosed for Pacala |
| Compensation Committee interlocks | None; no TOI executive officers serve on boards/comp committees of entities with interlocks to TOI’s comp committee |
Expertise & Qualifications
- Healthcare investing and board experience (Senior Advisor across several healthcare-focused PE firms; serves on multiple private healthcare boards) .
- Prior operating leadership at Marriott and Disney; MBA (Harvard), BA Economics (Hamilton) .
- Financial literacy: All Audit Committee members meet Nasdaq financial literacy; McGeorge is the audit committee financial expert; Pacala is independent on Audit .
Equity Ownership
| Holder | Beneficial Shares | % Ownership | Composition/Notes |
|---|---|---|---|
| Mark Pacala | 375,988 | <1% | 84,409 common shares; 241,579 options exercisable within 60 days; 50,000 RSUs vesting within 60 days (as of March 17, 2025) |
| Directors & officers (11 individuals) | 6,474,537 | 8.5% | Group total |
- Unvested RSUs at FY2024: Pacala held 50,000 unvested RSUs as of Dec 31, 2024 .
- Equity plan context: Weighted-average option exercise price $1.673; 17,208,389 shares remained available for issuance under equity plans as of Dec 31, 2024 .
Governance Assessment
- Board effectiveness and independence: Pacala serves on key oversight committees (Audit and Compensation) with all-independent membership; board and committee meeting cadence indicates active oversight (Audit/Compensation each met 5 times in 2024; Board met 18 times), and his attendance met the 75% threshold—supportive of effectiveness .
- Ownership alignment: Pacala’s beneficial stake includes common, exercisable options, and RSUs; TOI’s prohibitions on hedging/pledging/margin trading reduce misalignment/pledging risk—a positive signal for investor confidence .
- Compensation mix and trends: Cash retainer increased to $75,000 in 2024; stock award grant-date values in 2024 were low ($7,750) likely reflecting grant sizing by value and a depressed stock price, while policy targets $100,000 annual RSUs plus committee RSU retainers—equity-heavy design promotes alignment, though actual values may be sensitive to market price .
- Conflicts/related-party exposure: Pacala’s advisory roles span multiple healthcare PE firms; the proxy does not disclose related-party transactions involving him. TOI’s related-party transaction policy requires Audit Committee review/approval, which mitigates conflict risk .
- Shareholder engagement signal: Strong “For” votes for Pacala’s 2025 election (39.24M For; 0.59M Withhold) indicate broad support among voting shareholders .
Red Flags to monitor
- Equity award modifications/repricing: None disclosed for directors; continue monitoring for any repricing of underwater options or changes to director equity terms .
- Pledging/hedging: Prohibited by policy; confirm continued compliance via Section 16 monitoring .
- Related-party transactions: No specific transactions disclosed for Pacala; keep watch for any TOI engagements with PE portfolio companies linked to his advisory roles; policy oversight sits with Audit Committee .