Robert Carter
About Robert Carter
Robert “Rob” Carter, age 39, was appointed Chief Financial Officer of The Oncology Institute (TOI) effective October 14, 2024 after serving as Senior Vice President of Finance and previously Vice President of Finance since December 2021; he holds a B.S. in finance from California State University, East Bay . TOI’s operating context during Carter’s leadership transition included Q3 2024 revenue of $99.9M (up from $82.0M YoY) and a net loss of $16.1M; year-to-date revenue was $293.1M with a net loss of $51.5M . Carter’s background spans FP&A leadership and pharmacy finance across Hoag Health System, Kaiser Permanente, SCAN Health Plan, and McKesson US Pharma .
Company performance snapshot:
| Metric | Q3 2023 | Q3 2024 |
|---|---|---|
| Total Operating Revenue ($USD Thousands) | $82,035 | $99,901 |
| Net Loss ($USD Thousands) | $(17,419) | $(16,113) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Oncology Institute | SVP, Finance | 2023–Oct 2024 | Led corporate finance, FP&A, treasury, IR; shaped financial strategy |
| The Oncology Institute | VP, Finance | Dec 2021–2023 | Built finance infrastructure post-SPAC; supported public company transition |
| Hoag Health System (MSO) | Head of FP&A | Mar 2020–Dec 2021 | Led FP&A at multi-specialty physician group practice |
| Kaiser Permanente | Sr. Director, National Pharmacy Finance | May 2017–Mar 2020 | Directed national pharmacy finance initiatives |
| SCAN Health Plan | FP&A leadership | Not disclosed | FP&A roles in Medicare Advantage plan |
| McKesson US Pharma | FP&A leadership | Not disclosed | Finance leadership in pharmaceutical distribution |
External Roles
No public company board roles or external directorships disclosed for Carter in company filings .
Fixed Compensation
| Component | Value |
|---|---|
| Base Salary | $375,000 annually |
| Target Annual Bonus % | 40% of base salary |
Notes:
- Bonus determination follows the company’s applicable bonus plan .
- Employment Agreement confirms base salary and bonus framework and sets payout timing mechanics (see Performance Compensation) .
Performance Compensation
Annual bonus program structure and mechanics:
| Element | Detail |
|---|---|
| Metrics used by TOI (2024 program) | Revenue, Gross Profit, Adjusted EBITDA, plus individual contributions |
| Payout timing | Paid within 30 days of receipt of the annual financial audit; not before Jan 1 or after Dec 31 of the year immediately following the bonus year |
| Target opportunity | 40% of base salary (for Carter) |
Equity awards:
| Type | Grant Timing | Fair Value / Shares | Vesting | Pricing |
|---|---|---|---|---|
| Options and/or RSUs | Next regular quarterly grant date following appointment | Aggregate value not yet determined at appointment | Company’s standard schedules (generally four-year vesting for executives) | Options granted at fair market value (closing price) on grant date |
Notes:
- TOI grants executive equity on regular quarterly grant dates (April, July, October), with annual awards typically in Q1; options are struck at FMV and vest over four years .
- Carter’s initial package specified equity but deferred sizing to standard process with vesting per standard schedules .
Equity Ownership & Alignment
| Item | Status |
|---|---|
| Section 16 status | Executed a Limited Power of Attorney authorizing SEC Forms 3/4/5 and Form 144 filings (Sep 27, 2024) |
| Beneficial ownership | Not included among >5% holders or listed executive/director holdings in the March 17, 2025 ownership table |
| Hedging/pledging | Prohibited for directors, officers, and employees (no hedging/monetization, no pledging or margin accounts) |
| Ownership guidelines | No executive stock ownership guideline disclosure found in proxy – |
Implications:
- Policy bans on hedging/pledging support alignment and reduce collateral-related sale risks .
- Absent disclosed personal holdings at 3/17/2025, incremental alignment will derive from future equity grants and vesting .
Employment Terms
| Term | Key Provisions |
|---|---|
| Start / Effective dates | Employment Agreement effective Sept 30, 2024; CFO role effective Oct 14, 2024 |
| Term & renewal | Three-year initial term with automatic one-year renewals unless non-renewal notice ≥60 days before expiry |
| Severance (Without Cause / Good Reason) | 12 months base salary continuation + COBRA premium payments/reimbursements for 12 months; conditioned on timely execution of release |
| Good Reason definition | Material breach or >20% reduction in base salary (with cure and notice mechanics) |
| Change-of-control economics | 280G cutback applies; payments reduced to avoid excise tax under 4999; reduction order: cash, COBRA, then equity vesting acceleration if applicable |
| Clawback | Company-wide clawback policy adopted Oct 17, 2023 for erroneously awarded incentive compensation upon restatement (independent director oversight) |
| Non-compete | During employment only (“Non-Competition Period”) — no post-employment non-compete |
| Non-solicitation | 24 months post-termination (employees/contractors with material contact) |
| Confidentiality & non-disparagement | 36 months post-termination confidentiality; indefinite non-disparagement (legal and whistleblower carve-outs) |
| IP/Proprietary rights | Works made for hire; assignment; California Labor Code 2870 carve-out |
| Restricted Territory | Any state where TOI conducts business or is actively developing business during employment |
| Governing law & venue | California law; venue in Orange County, CA; waiver of jury trial |
| Indemnification | Standard company indemnification agreement entered |
Investment Implications
- Pay-for-performance alignment: Carter’s cash incentive targets are tied to company-level metrics (Revenue, Gross Profit, Adjusted EBITDA), with payout governed by audited results, reinforcing discipline around reported performance .
- Retention and mobility: No post-employment non-compete but a 24-month non-solicit creates moderate retention friction; severance protection (12 months + COBRA) mitigates departure risk and aligns with market for CFOs at small-cap healthcare services firms .
- Equity-driven incentives and selling pressure: Initial equity grants and future annual awards typically vest over four years; expect routine Section 16 trading windows and potential incremental supply around vest anniversaries; hedging/pledging prohibitions reduce forced-sale risks tied to collateral .
- Change-of-control: 280G cutback reduces golden parachute tax exposure; absence of explicit equity acceleration in the Employment Agreement suggests plan-level treatment governs acceleration, limiting outsized CIC windfalls .
- Execution context: TOI’s Q3 2024 revenue growth alongside persistent losses underscores the importance of cost discipline, working capital management, and adherence to debt covenants (e.g., minimum cash and quarterly revenue thresholds), areas squarely under CFO purview .