Yale Podnos
About Yale Podnos
Yale Podnos, 54, is Chief Medical Officer of The Oncology Institute (TOI), serving since November 2021 and previously CMO at Legacy TOI since 2020; he holds a BA from NYU, an MPH from Harvard, and an MD from UC Irvine, with surgical oncology fellowship at City of Hope and prior roles at UNC Rex Healthcare and Duke University . Under his tenure, TOI reported Q3 2025 revenue growth of 36.7% year-over-year and improved adjusted EBITDA loss versus Q3 2024; full-year 2025 revenue guidance was raised to $495–$505 million with expected positive adjusted EBITDA in Q4, indicating improving execution in value-based contracts and dispensary expansion .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UNC Rex Healthcare (Raleigh) | Medical Director of Surgical Oncology; Chairman, Department of Surgery | 2011–2018 | Led surgical oncology and department operations; clinical leadership in a hospital system |
| West Hills Hospital and Medical Center | Chief Medical Officer | Not disclosed | Hospital CMO experience prior to TOI |
| Duke University | Faculty | Not disclosed | Academic appointment, oncology/surgery expertise |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Bonus Paid ($) | All Other Compensation ($) |
|---|---|---|---|---|
| 2023 | 395,000 | 40% | 128,160 | 12,200 (401(k) match) |
| 2024 | 407,000 | 40% | 154,564 | 12,200 (401(k) match) |
Performance Compensation
Annual Cash Bonus Metrics
| Year | Metric Framework | Notes |
|---|---|---|
| 2023 | 100% based on Company performance and operational goals tied to revenue, gross profit, and Adjusted EBITDA; plus individual contributions | Bonuses paid following year-end; target bonus 40% of salary |
| 2024 | 100% based on Company performance and operational goals tied to revenue, gross profit, and Adjusted EBITDA; plus individual contributions | Bonuses paid following year-end; target bonus 40% of salary |
Equity Awards Granted (Grant-Date Fair Value)
| Year | RSUs Fair Value ($) | Options Fair Value ($) |
|---|---|---|
| 2023 | 15,978 | 39,946 |
| 2024 | 10,448 | 26,120 |
Outstanding Grants and Vesting (as of 12/31/2024)
| Grant Date | Instrument | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration | Vesting Schedule (summary) |
|---|---|---|---|---|---|---|
| 12/02/2019 | Stock Options | 68,208 | — | 0.86 | 12/02/2029 | Fully vested by 12/2029 |
| 02/19/2020 | Stock Options | 54,541 | — | 0.86 | 02/19/2030 | Fully vested by 02/2030 |
| 03/21/2022 | Stock Options | 8,238 | 2,764 | 7.09 | 03/21/2032 | 4 equal annual installments; fully vested 4 years from commencement |
| 03/21/2022 | Stock Options | 32,281 | 32,286 | 7.09 | 03/21/2032 | 1/3 vests at 2nd anniversary of 11/12/2021; remainder in equal annual installments to year 6 |
| 11/17/2022 | Stock Options | 35,947 | 35,948 | 1.87 | 11/17/2032 | 4 equal annual installments; fully vested by 11/17/2026 |
| 03/17/2023 | Stock Options | 20,761 | 62,286 | 0.481 | 03/17/2033 | 4 equal annual installments; fully vested by 03/17/2027 |
| 05/21/2024 | Stock Options | — | 43,825 | 2.00 | 05/21/2034 | 4 equal annual installments; fully vested by 05/21/2028 |
| 03/21/2022 | RSUs | — | 6,361 unvested; MV $1,966 | — | — | Converted legacy RSAs; service-based vesting; CoC acceleration for unvested RSUs |
| 11/17/2022 | RSUs | — | 7,082 unvested; MV $2,188 | — | — | 4 equal annual installments; fully vested by 11/17/2026 |
| 03/17/2023 | RSUs | — | 24,915 unvested; MV $7,699 | — | — | 4 equal annual installments; fully vested by 03/24/2027 |
| 05/21/2024 | RSUs | — | 17,530 unvested; MV $5,417 | — | — | 4 equal annual installments; fully vested by 05/21/2028 |
Key vesting dates that may influence selling windows: 11/17/2026 (options/RSUs), 03/24/2027 (RSUs), 05/21/2028 (RSUs), and the legacy CoC acceleration trigger for converted RSUs .
Equity Ownership & Alignment
| As-of Date | Total Beneficial Ownership (Shares) | % of Outstanding | Breakdown (shares owned vs options within 60 days) |
|---|---|---|---|
| 04/17/2023 | 125,884 | <1% | Not disclosed |
| 04/15/2024 | 244,502 | <1% | Not disclosed |
| 03/17/2025 | 295,786 | <1% | 31,673 shares + 264,113 options exercisable within 60 days |
- Hedging/pledging prohibited: Insider Trading Compliance Policy bans hedging and pledging of Company securities, margin purchases, and derivative transactions for directors/officers/employees .
- Clawback policy: Adopted October 17, 2023; requires recovery of erroneously awarded incentive compensation following material restatements, irrespective of misconduct .
Employment Terms
- Agreement: Three-year initial term with automatic one-year extensions; eligibility for Company benefit programs .
- Severance: If terminated without cause or resigns for good reason, salary continuation and COBRA payments for a severance period; severance period for Podnos is three months (vs. 12 months for CEO) .
- Post-employment obligations: 24-month non-solicitation of employees, 36-month confidentiality, indefinite non-disparagement .
Investment Implications
- Pay-for-performance linkage: Podnos’ annual cash bonus is fully tied to Company revenue, gross profit, and Adjusted EBITDA, with actual payouts rising from $128k (2023) to $155k (2024) as TOI raised 2025 revenue guidance and improved adjusted EBITDA, indicating alignment with operating execution .
- Retention risk vs. equity overhang: A relatively short severance (three months) lowers exit costs but could heighten retention risk; offset by substantial unvested equity with multi-year vesting through 2026–2028, aligning incentives to remain and execute value-based growth and pharmacy initiatives .
- Insider selling pressure timing: Multiple cliff and annual vesting dates (e.g., 11/17/2026; 03/24/2027; 05/21/2028) and options becoming fully vested may create predictable windows for potential Form 4 activity; pledging is prohibited, mitigating forced-sale risk from collateral obligations .
- Alignment and governance protections: Beneficial ownership rose to ~296k shares (incl. near-term exercisable options), clawback and anti-hedging/pledging policies support shareholder alignment as TOI targets Q4 2025 adjusted EBITDA breakeven/positive, reducing dilution/financing risk if execution holds .