UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

Astrana Health, Inc.


	(Name of Registrant as Specified in Its Charter)


	(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

NOTICE IS HEREBY GIVEN for the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) of Astrana Health, Inc. (the “Company,” “we,” “our,” or “us”).

Date: Wednesday, June 11, 2025 at 10:00 a.m., Pacific Time

Location: 1668 S. Garfield Avenue, 3rd Floor Conference Room, Alhambra, California 91801

Items of business: To consider and vote upon the following:

	1.	To elect nine directors to our Board of Directors (the “Board”), each to hold office until the 2026 Annual Meeting of Stockholders;
	2.	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025;
	3.	To approve, on an advisory, non-binding basis, the compensation program for our named executive officers as disclosed in the proxy statement accompanying this notice;
	4.	To approve the Astrana Health, Inc. Amended and Restated 2024 Equity Incentive Plan; and
	5.	To transact such other business as may properly come before the meeting, or any postponement or adjournments of the meeting.

These matters are described more fully in the proxy statement accompanying this notice.

Record date: The Board has fixed the close of business on April 22, 2025 as the record date (the “Record Date”) for determining those stockholders who will be entitled to notice of and to vote at the 2025 Annual Meeting. Only stockholders of record at the close of business on the Record Date will be entitled to notice of, and to vote at, the meeting.

Voting: We urge you to submit your proxy promptly by Internet, telephone, or mail, even if your shares were sold after the Record Date. If your broker, bank, or other nominee is the holder of record of your shares (i.e., your shares are held in “street name”), you will receive voting instructions from such broker, bank, or other nominee. You must follow these instructions in order for your shares to be voted.

Please read the accompanying proxy materials carefully. Your vote is important, and we appreciate your cooperation in considering and acting on the matters presented. Even if you plan to attend the 2025 Annual Meeting, we recommend that you vote prior to the meeting to ensure that your shares will be represented.

By Order of the Board of Directors,

Kenneth Sim, M.D.

Executive Chairman

April 25, 2025

Alhambra, California

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 11, 2025:

The Notice of Annual Meeting, Proxy Statement, and Annual Report to Stockholders are available at www.proxyvote.com

ASTRANA HEALTH, INC.

TABLE OF CONTENTS

	Page
PROXY SUMMARY	1
IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING	2
PROPOSAL 1 - ELECTION OF DIRECTORS	6
BACKGROUND OF DIRECTORS	7
CORPORATE GOVERNANCE	12
NON-EMPLOYEE DIRECTOR COMPENSATION	22
PROPOSAL 2 - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	23
PROPOSAL 3 - ADVISORY VOTE ON EXECUTIVE COMPENSATION	24
PROPOSAL 4 - APPROVAL OF THE ASTRANA HEALTH, INC. AMENDED AND RESTATED 2024 EQUITY INCENTIVE PLAN	25
INFORMATION ABOUT OUR EXECUTIVE OFFICERS	32
EXECUTIVE COMPENSATION	33
COMPENSATION COMMITTEE REPORT	33
COMPENSATION DISCUSSION AND ANALYSIS	33
COMPENSATION TABLES AND RELATED NARRATIVE	48
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	58
CEO PAY RATIO	59
PAY V. PERFORMANCE	60
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	65
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS	67
DELINQUENT SECTION 16(a) REPORTS	68
AUDIT COMMITTEE REPORT	69
ANNUAL REPORT ON FORM 10-K	70
STOCKHOLDER PROPOSALS	70
OTHER MATTERS	71
ANNEX A ADJUSTED EBITDA RECONCILIATION	72
ANNEX B AMENDED AND RESTATED 2024 EQUITY INCENTIVE PLAN	74

This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties and are based on current expectations, are inherently uncertain, and are subject to changing assumptions. The forward-looking statements include statements relating to the pending acquisition of certain businesses and assets relating to Prospect Health Systems, which may not close in a timely manner, or at all. Actual results could differ materially from any future results expressed or implied by the forward-looking statements for a variety of reasons, including due to the risks and uncertainties that are discussed in our most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. We do not undertake any obligation to update our forward-looking statements to reflect future events or circumstances, except as otherwise required by law. No assurance can be given that any plan, initiative, projection, goal, target, commitment, expectation, or prospect set forth in this proxy statement can or will be achieved. Inclusion of information in this proxy statement is not an indication that the subject or information is material to our business or operating results. In addition, the information on or accessible through, including any reports available on, our website is not, and shall not be deemed to be, a part of this proxy statement or incorporated by reference into this or any other filing we make with the SEC. Any reference to our website throughout this proxy statement is intended to be an inactive textual reference only.

2025 PROXY STATEMENT

PROXY SUMMARY

This summary highlights selected information contained in this proxy statement. Please read the entire proxy statement carefully before voting your shares.

TIME AND DATE		Wednesday, June 11, 2025 at 10:00 a.m., Pacific Time
PLACE		1668 S. Garfield Avenue, 3rd Floor Conference Room, Alhambra, California 91801
RECORD DATE		April 22, 2025
ATTENDANCE		Only our stockholders as of the Record Date are entitled to attend the 2025 Annual Meeting. If you own our stock as a record holder, you will be able to gain entry with government-issued photo identification, such as a driver’s license, state-issued identification card, or passport. If you beneficially own our stock held in street name, in order to gain entry, you must present a valid legal proxy from the record holder of our stock as of the Record Date and government-issued photo identification. You should contact your bank, broker, or other nominee to learn how to obtain a legal proxy.

Voting Matters

Proposals		Recommended Vote	Page
No. 1	Elect nine directors	FOR all nominees	6
No. 2	Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2025	FOR	23
No. 3	Approve, on an advisory, non-binding basis, the 2024 executive compensation	FOR	24
No. 4	Approve the Astrana Health, Inc. Amended and Restated 2024 Equity Incentive Plan	FOR	25

Director Nominees

Name

Age

Director Since

Independent

Current Committee Memberships

Audit

Compensation

Nominating

Kenneth Sim, M.D.

2017

Thomas S. Lam, M.D., M.P.H.

2016

John Chiang

2019

✓

Weili Dai

2021

✓

J. Lorraine Estradas, R.N., B.S.N., M.P.H.

2021

Mitchell W. Kitayama

2017

✓

Linda Marsh

2019

Matthew Mazdyasni

2019

✓

David G. Schmidt

2013

✓

C = Chairperson

IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

General

In this proxy statement, we refer to Astrana Health, Inc. as the “Company,” “Astrana,” “we,” “our,” and “us.” This proxy statement is furnished in connection with the solicitation by our Board of Directors (the “Board”) of proxies to be voted at the 2025 Annual Meeting of Stockholders of the Company (the “2025 Annual Meeting”), which will be held at 10:00 a.m., Pacific Time, on Wednesday, June 11, 2025, at 1668 S. Garfield Avenue, 3rd Floor Conference Room, Alhambra, California 91801, or at adjournments or postponements thereof, for the purposes set forth in the accompanying Notice of 2025 Annual Meeting of Stockholders. The proxy materials, including this proxy statement, Annual Report to Stockholders for the year ended December 31, 2024 (“2025 Annual Report to Stockholders”), and form of proxy card, or the Notice of Internet Availability of Proxy Materials (the “Notice”), are first being mailed or made available to stockholders on or about April 25, 2025. Stockholders may request to receive proxy materials in printed form by mail or electronically on an ongoing basis. A stockholder’s election to receive proxy materials by mail or electronically by email will remain in effect until the stockholder terminates such election. In addition, stockholders may obtain additional copies of our 2025 Annual Report to Stockholders and this proxy statement, without charge, by following the instructions on the Notice or by writing to us at our principal executive offices at 1668 S. Garfield Avenue, 2nd Floor, Alhambra, California 91801, Attention: Corporate Secretary, or from our website at https://ir.astranahealth.com/sec-filings/annual-meeting. Our 2025 Annual Report to Stockholders, which incorporates our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 14, 2025, without exhibits, is not to be regarded as proxy soliciting material or as a communication by means of which any solicitation of proxies is to be made.

Outstanding Securities and Quorum

The close of business on April 22, 2025 was the record date (the “Record Date”) for stockholders entitled to notice of, and to vote at, the 2025 Annual Meeting. As of the Record Date, we had 56,072,504 shares of common stock, par value $0.001 per share, issued and outstanding, according to the records maintained by our transfer agent. All of the shares of our common stock, issued and outstanding on the Record Date, are entitled to vote on each of the proposals to be voted upon at the 2025 Annual Meeting.

Our largest stockholder and a consolidated variable interest entity of the Company, Allied Physicians of California, a Professional Medical Corporation (“APC”), held approximately 6,132,802 shares of our common stock as of the Record Date, or approximately 10.9% of our outstanding shares as of such date. Pursuant to a Voting and Registration Rights Agreement that APC and the Company entered into on September 11, 2019, in connection with the consummation of a series of interrelated transactions, APC is only permitted to vote up to 9.99% of the outstanding shares of our common stock at any time a vote is taken and will grant a proxy to the Company’s management to vote any excess shares in the same proportion as all other votes cast on any proposal coming before the Company’s stockholders.

The presence of the holders of a majority of the outstanding shares of common stock, in person or represented by proxy, shall constitute a quorum for the transaction of business at the 2025 Annual Meeting, including voting on each proposal to be voted on at the meeting. Broker non-votes and abstentions by stockholders from voting will be counted towards determining whether or not a quorum is present at the 2025 Annual Meeting.

Voting Procedures

Holders of shares of common stock will have one vote for each such share with regard to each matter to be voted upon. There is no cumulative voting for the election of directors.

A broker non-vote occurs when shares held by a bank, broker, or other nominee are not voted with respect to a particular proposal because the broker or nominee does not have discretionary authority to vote on the matter and has not received voting instructions from the beneficial owner of the shares. If your broker holds your shares in its name and you do not instruct your broker how to vote, your broker will only have discretion to vote your shares on “routine” matters. Where a proposal is not “routine,” a broker who has not received instructions from beneficial owners does not have discretion to vote uninstructed shares on that proposal. At the 2025 Annual Meeting, only the ratification of the appointment of our independent registered public accounting firm (Proposal 2) is considered a routine matter. All other proposals are considered “non-routine,” and your broker will not have discretion to vote on these proposals.

For Proposal 1, you may vote for all the nominees to the Board, withhold your vote from all nominees, or vote for all nominees except any nominee(s) you specify. For Proposals 2 through 4 (as described below), you may vote for or against, or abstain from voting, on each proposal.

Proposal	Board Recommendation	Required Vote	Effect of Withhold Votes, Abstentions, and Broker Non-Votes
Proposal 1: Elect Our Directors	FOR all nominees	Plurality of the votes cast: the nine nominees that receive the most “For” votes will be elected.	Withhold votes and broker non-votes will have no effect on this proposal.
Proposal 2: Ratify the Appointment of Our Independent Registered Public Accounting Firm	FOR	The number of votes cast “For” this proposal must exceed the number of votes cast “Against” this proposal.	Abstentions and broker non-votes, if any, will have no effect on this proposal. As this is a “routine” proposal, if you do not provide voting instructions to your broker, your broker generally will have discretion to vote your shares on this proposal.
Proposal 3: Approve, on an Advisory, Non-Binding Basis, Our Named Executive Officer Compensation	FOR	The number of votes cast “For” this proposal must exceed the number of votes cast “Against” this proposal.	Abstentions and broker non-votes will have no effect on this proposal.
Proposal 4: Approve the Amended and Restated 2024 Equity Incentive Plan	FOR	The number of votes cast “For” this proposal must exceed the number of votes cast “Against” this proposal.	Abstentions and broker non-votes will have no effect on this proposal.

All votes will be tabulated by the inspector of elections appointed for the 2025 Annual Meeting. The inspector will separately tabulate affirmative and negative votes, withheld votes, abstentions, and broker non-votes, if any. Preliminary voting results will be announced at the 2025 Annual Meeting. Final voting results will be published in a Current Report on Form 8-K, which we will file within four business days of the 2025 Annual Meeting.

Voting Methods

Voting by Record Holders

If you are a record holder, you can vote by attending the 2025 Annual Meeting and voting in person, or you can submit your vote by proxy in three ways:

●

By Internet: You may vote by submitting a proxy over the Internet, including by scanning the QR code provided on the proxy card or Notice with your mobile device. Please refer to the proxy card or Notice for instructions on how to vote by Internet. Your proxy must be received by 11:59 p.m. Eastern Time on June 10, 2025, to be counted.

●

By Telephone: Stockholders located in the United States that receive proxy materials by mail may vote by submitting a proxy by telephone by calling the toll-free telephone number on the proxy card and following the instructions. Your proxy must be received by 11:59 p.m. Eastern Time on June 10, 2025, to be counted.

●

By Mail: If you received proxy materials by mail, you can vote by submitting a proxy by mail by marking, dating, signing, and returning the accompanying proxy card. If you return your signed proxy card before the 2025 Annual Meeting, we will vote your shares as you direct.

●

In Person at the 2025 Annual Meeting: If you attend the 2025 Annual Meeting, you may deliver your completed proxy card in person, or you may vote by completing a ballot, which we will provide you with at the meeting. You are encouraged to vote by telephone or Internet, or complete, date, sign, and return the proxy card provided or made available to you, prior to the 2025 Annual Meeting, regardless of whether or not you plan to attend the 2025 Annual Meeting.

Voting by Beneficial Holders

If, on the Record Date, your shares were held not in your name, but rather through a bank, broker, or other nominee, then you are the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the 2025 Annual Meeting. As a beneficial owner, you have the right to direct your bank, broker, or other nominee regarding how to vote the shares in your account and should follow the instructions contained in the Notice, proxy card, or voting instruction form to vote by Internet, telephone, or mail. If you want to vote your shares in person at the 2025 Annual Meeting, contact the bank, broker, or other nominee who holds your shares to obtain a legal proxy and bring it with you to the 2025 Annual Meeting. You will not be able to attend the 2025 Annual Meeting unless you have proof of ownership from your bank, broker, or other nominee. You should contact your bank, broker, or other nominee, or refer to the instructions provided by your bank, broker, or other nominee for further information.

Voting by Participants in the Employee Stock Purchase Plan

If you hold shares through our Employee Stock Purchase Plan, you will receive a separate voting instruction form to instruct the custodian for the plan as to how to vote your shares. Your proxy must be received by 11:59 p.m. Eastern Time on June 10, 2025, to be counted. With respect to our Employee Stock Purchase Plan, we consider all shares of common stock for which the custodian has not received timely instructions not present for quorum purposes, and those shares will not be voted by the custodian.

Voting by Proxy and Changing or Revoking Your Vote

Shares of common stock represented by proxies submitted over the Internet or by telephone, or for which proxy cards are properly executed and returned to us, will be voted at the 2025 Annual Meeting in accordance with the stockholders’ instructions contained therein. In the absence of contrary instructions, shares represented by such proxies will be voted FOR the election of each of the director nominees named on Proposal 1, FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 on Proposal 2, FOR the approval, on an advisory, non-binding basis, of the compensation of our named executive officers on Proposal 3, and FOR the approval of the Amended and Restated 2024 Equity Incentive Plan on Proposal 4. Management does not know of any matters to be presented at the 2025 Annual Meeting other than those set forth in this proxy statement and the accompanying notice of the 2025 Annual Meeting. If other matters should properly come before the meeting, the proxy holders intend to vote all proxies received by them on such matters in accordance with their best judgment.

Any stockholder of record has the right to revoke his, her, or its proxy at any time before it is voted at the 2025 Annual Meeting by submitting another properly completed proxy card with a later date; by submitting a new proxy by telephone or Internet; by giving timely written notice that you are revoking your proxy to our Corporate Secretary at our principal executive offices that bears a later date than the date of the proxy you want to revoke and is received prior to the 2025 Annual Meeting; or by appearing at the 2025 Annual Meeting and voting in person. Attending the 2025 Annual Meeting will not, by itself, revoke your proxy. If your shares are held by a bank, broker, or other nominee, and you provide voting instructions to that nominee on a form received from the nominee, you may revoke or change your voting instructions only by contacting the nominee who holds your shares. Beneficial holders may not vote in person at the 2025 Annual Meeting unless you obtain a legal proxy from the bank, broker, or other nominee. In such event, your attendance at the 2025 Annual Meeting will not, by itself, revoke prior voting instructions. If you are an employee stockholder who holds shares through our Employee Stock Purchase Plan, you should contact the custodian for instructions on how to revoke your proxy or change your vote.

Householding of Proxy Materials

Some banks, brokers, and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of our proxy statement and annual report to stockholders may have been sent to multiple stockholders in your household. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement in the future, or if you and other stockholders sharing your address are receiving multiple copies of the proxy materials and you would like to receive only a single copy of such materials in the future, please notify your broker. You may also call (866) 540-7095 or write to: Householding Department, Broadridge, 51 Mercedes Way, Edgewood, New York 11717, and include your name, the name of your broker or other nominee, and your account number(s). If you share an address with another stockholder and have received only one set of this year’s proxy materials and you wish to receive a separate copy, please notify us in writing at: Astrana Health, Inc., 1668 S. Garfield Avenue, 2nd Floor, Alhambra, California 91801, Attention: Corporate Secretary, and we will deliver a separate copy to you promptly.

Internet Availability of Proxy Materials

We are furnishing proxy materials for the 2025 Annual Meeting to all of our stockholders via the Internet by mailing the Notice, instead of mailing or emailing copies of our proxy materials to our stockholders. However, we may still mail copies of such proxy materials to some stockholders. The Notice directs our stockholders to a website where they can access our proxy materials, including our proxy statement and our 2025 Annual Report to Stockholders, and view instructions on how to vote via the Internet, a mobile device, or by telephone. If you received such a Notice and would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice. If you have previously elected to receive our proxy materials via email, you will continue to receive access to those materials electronically unless you elect otherwise.

Attending the Annual Meeting

Only our stockholders as of the Record Date are entitled to attend the 2025 Annual Meeting. If you own our stock as a record holder, your name will be on a list of record holders, and you will be able to gain entry with government-issued photo identification, such as a driver’s license, state-issued identification card, or passport. If you beneficially own our stock held in street name, in order to gain entry, you must present a valid legal proxy from the record holder of our stock as of the Record Date and government-issued photo identification. You should contact your bank, broker, or other nominee to learn how to obtain a legal proxy. Participants in the Employee Stock Purchase Plan may attend and participate in the 2025 Annual Meeting, but will not be able to vote shares held in the plan during the 2025 Annual Meeting. Employee Stock Purchase Plan participants must vote in advance of the 2025 Annual Meeting using the method described above. All stockholders must register at the reception desk and sign the attendance sheet before entering the room for the 2025 Annual Meeting. In fairness to all attendees and in the interest of an orderly and constructive meeting, we ask that you abide by the rules of procedure for the 2025 Annual Meeting, which will be available to you when you register at the reception desk. Cameras, recording devices, and other electronic devices are prohibited at the meeting.

Stockholder List

A list of our stockholders of record as of the Record Date entitled to vote at the 2025 Annual Meeting will be available for examination by any such stockholder for any purpose germane to the 2025 Annual Meeting during ordinary business hours at our corporate headquarters located at 1668 S. Garfield Avenue, Alhambra, California 91801, for a period of 10 days ending on the day before the 2025 Annual Meeting. Please contact the Company’s Corporate Secretary at (626) 282-0288 or by email at investors@astranahealth.com if you wish to inspect the list of stockholders prior to the meeting.

Persons Making the Solicitation

We are required by law to convene annual meetings of stockholders at which our directors are elected. The Board is soliciting proxies from our stockholders for the 2025 Annual Meeting. The entire cost of soliciting proxies will be borne by the Company. These costs will include, among other items, the expense of preparing, assembling, printing, and mailing the proxy materials or Notice to our stockholders of record and beneficial owners. Our directors, officers, and employees may solicit proxies in person, by email or telephone, or by other means of communication, without receiving additional compensation. We will reimburse brokers, banks and other nominees who hold shares of common stock in their names for the expenses of furnishing proxy materials to beneficial owners of the shares. We may retain a proxy solicitor in conjunction with the 2025 Annual Meeting, and its employees may assist us in the solicitation. We will pay all costs of soliciting proxies, including, in the event we retain a proxy solicitor, their fee and reasonable out-of-pocket expenses, if any.

PROPOSAL 1

ELECTION OF DIRECTORS

Stockholders will be asked at the 2025 Annual Meeting to elect nine directors who will constitute the full Board. Each elected director will hold office until the next annual meeting of stockholders, and the director’s successor is duly elected and qualified or until his or her earlier resignation or removal.

The Board has nominated the following individuals for election to the Board: Kenneth Sim, M.D., Thomas S. Lam, M.D., M.P.H., John Chiang, Weili Dai, J. Lorraine Estradas, R.N., B.S.N., M.P.H., Mitchell W. Kitayama, Linda Marsh, Matthew Mazdyasni, and David G. Schmidt. All of the nominees are incumbent directors. Additional information about these nominees is provided below.

Board Nomination and Election of Directors

Following a rigorous review process, the Nominating and Corporate Governance Committee recommended the nine incumbent directors for re-election at the 2025 Annual Meeting as they continue to contribute to the mix of experience, skills, and qualifications that we seek to be represented on the Board. Each nominee has been nominated by the Board, acting upon the recommendation of the Nominating and Corporate Governance Committee.

In the event that a nominee is unable or unwilling to serve as a director at the time of the 2025 Annual Meeting, all proxies received by the proxy holders named on the accompanying proxy card will be voted FOR the election of such other person as the proxy holders may designate in such nominee’s place. In the event that additional persons are nominated for election as directors, the proxy holders intend to vote all proxies received by them for each of the nominees listed below, unless instructions are given to the contrary. As of the date of this proxy statement, the Board is not aware of any nominee who is unable or unwilling to serve as a director. If elected at the 2025 Annual Meeting, a director will serve until the annual meeting of our stockholders to be held in 2026 and a successor has been duly elected and qualified, or until his or her earlier resignation or removal.

THE BOARD RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR ALL” OF THE DIRECTOR NOMINEES.

BACKGROUND OF DIRECTORS

The following sets forth certain information concerning the nominees to the Board, all of whom are incumbent directors of the Company. The information presented below regarding each nominee’s specific experience, expertise, qualifications, attributes, and skills led the Board to conclude that such nominee should serve as a director. Additionally, the Board believes that each director nominee has a reputation for integrity, honesty, and adherence to high ethical standards and has demonstrated business acumen and sound judgment, as well as a commitment of service to the Company and the Board. There are no family relationships among our directors or executive officers, except that Brandon K. Sim, M.S., our Chief Executive Officer, is the son of Dr. Sim, our Executive Chairman.

Kenneth Sim, M.D.

Executive Chairman

Age: 71

Director since: 2017

Dr. Sim is the Co-Founder and Executive Chairman of the Company. He has been the Chairman of Astrana Health Management, Inc., a wholly owned subsidiary of the Company (“AHM”), since 2013 and has been a member of the AHM Board of Directors since 2006. Dr. Sim also serves as the Chairman of the Board of APC. Dr. Sim is a Fellow of the American College of Surgeons and was awarded the Independent Physician Leadership Award in 2014 by the Los Angeles County Medical Association. Dr. Sim is also a member of the Governing Board of Directors at Alhambra Hospital Medical Center and a Board Member on the National Council of Asian Pacific Islander Physicians.

As an entrepreneur, Dr. Sim founded “Healthcare City” in the City of Industry, California, which helped streamline the healthcare process by providing outpatient health services at one location, which included a surgical center, a senior wellness center and laboratory, radiology, and urgent care services. He received his bachelor’s degree from the University of California, Los Angeles, and received his medical training from the Loma Linda University School of Medicine and the Autonomous University of Guadalajara, in Guadalajara, Mexico.

Dr. Sim’s qualifications to serve on the Board include his more than 30 years of experience as a practitioner, entrepreneur, and administrator in the medical industry, including his years of operating experience as the Company’s Executive Chairman and his more than 10 years of experience prior to AHM’s business combination with the Company as a member of AHM’s board of directors and subsequent service as the chairman of AHM’s board of directors.

Thomas S. Lam, M.D., M.P.H.

Vice Chairman

Age: 75

Director since: 2016

Dr. Lam is the Co-Founder of the Company and has served as Vice Chairman of the Company since January 2024. Dr. Lam previously served as the Company’s Co-Chief Executive Officer and President from September 2019 to January 2024; as the Company’s Chief Executive Officer from April 2019 to September 2019; and as the Company’s Co-Chief Executive Officer from December 2017 to March 2019. Dr. Lam has also served as Chief Executive Officer of AHM since January 2006 and has been a member of AHM’s Board of Directors since 2005. From January 2006 to September 2014, Dr. Lam was the Chairman and Chief Executive Officer of APC. Since October 2014, he has served as the Chief Executive Officer and Chief Financial Officer of APC.

Dr. Lam was the recipient of the Corporate Citizens of the Year Award from the Board of Directors of East Los Angeles College Foundation in April 2014. In February 2015, the YMCA Board of Directors of West San Gabriel Valley honored Dr. Lam as the recipient of the Heart of the Community Award. Dr. Lam received his medical training from New York Medical College and his gastroenterology training from Georgetown University.

Dr. Lam’s qualifications to serve on the Board include his approximately 30 years of experience as a practitioner, entrepreneur, and administrator in the medical industry, including his years of operating experience as a Chief Executive Officer of the Company and his more than 10 years of experience prior to AHM’s business combination with the Company as AHM’s chief executive officer and board member.

John Chiang

Age: 62

Director since: 2019

Board Committees:

●      Audit

●      Compensation

Mr. Chiang serves as a consultant. Mr. Chiang previously served as California State Treasurer from 2015 to 2019; as California State Controller from 2007 to 2015; and on the California Board of Equalization from 1999 to 2006. Mr. Chiang began his career as a tax law specialist for the Internal Revenue Service. He then worked as an attorney for then-California State Controller Gray Davis and also worked on the staff of California Senator Barbara Boxer. Mr. Chiang graduated with honors with a Bachelor of Science degree in finance from the University of South Florida and received his Juris Doctor from Georgetown University Law Center.

Mr. Chiang also serves as a member of the board of directors or advisory boards of a variety of companies, including the following:

●      Board of Directors of Pasadena Private Lending, LLC since December 2023, prior to which Mr. Chiang served on the Advisory Board since 2019

●      Advisory Board of Adept Urban since January 2021

●      Board of Directors of GrubMarket since February 2024

●      Board of Directors of Chime TV since June 2023

●      Board of Directors of Foxx Development Holdings Inc. since November 2024

●      Board of Directors of Century Housing since February 2024

●      Advisory Board of AlphaX RE Capital since February 2024

●      Nominee to the Board of Directors of OFA Group and will serve as a director upon the effectiveness of the OFA Group’s registration statement on Form F-1

Mr. Chiang previously served as a member of the board of directors or advisory boards of the following companies:

●      Board of Directors of Aegis Systems from January 2019 to December 2020

●      Corporate advisory board of Calyx Peak Companies from February 2019 to March 2022

●      Board of Directors of Zeus Technologies from January 2019 to March 2021

●      Board of Directors of Deep Medicine Acquisition Corp. (n/k/a TruGolf Holdings, Inc.) from October 2022 to January 2024

●      Board of Directors of Chijet Motors from June 2023 to May 2024

●      Board of Directors of Boom Interactive from May 2023 to March 2025

Mr. Chiang’s qualifications to serve on the Board include his finance, tax, and legal expertise and significant experience in public office, including his over 20 years of experience as Treasurer, Controller and a member of the Board of Equalization of the State of California, as well as his extensive experience as a director of both public and private companies.

Weili Dai

Age: 63

Director since: 2021

Boasting over 25 years of experience in the technology industry, Ms. Dai is the co-founder of global semiconductor company Marvell Technology, where she served as President and Director until 2016. In 2018, Ms. Dai co-founded MeetKai, Inc., an AI-enabled personalized conversational search company, where she serves as the Executive Chairwoman. She also serves as Chairman of the Board at Lark Technologies, Inc., a healthcare technology company aimed at delivering scalable, virtual chronic conditions care and preventive healthcare through conversational AI. Ms. Dai has been honored on Forbes’ “World’s Most Powerful Women” list and was named an EY Entrepreneur of the Year. She is recognized for her visionary work at Marvell and in technology advocacy for women and minorities. Ms. Dai holds a Bachelor of Science degree in Computer Science from the University of California, Berkeley.

Ms. Dai’s qualifications to serve on the Board include her extensive experience and expertise in the technology industry, including board or executive-level roles with numerous technology, data science, and AI companies, including Marvell Technology, MeetKai, Inc., and Lark Technologies, Inc.

J. Lorraine Estradas, R.N., B.S.N., M.P.H.

Age: 77

Director since: 2021

Ms. Estradas currently serves as the Chief Executive Officer of Arroyo Vista Family Health Center, a non-profit network of community health centers serving Greater Northeast Los Angeles since 1981. Under Ms. Estradas’ leadership, Arroyo Vista has grown from a small storefront clinic to a healthcare delivery network of four health centers and a mobile medical clinic serving the healthcare needs of medically underserved families within its local communities as a Federally Qualified Health Center (FQHC). Ms. Estradas has a Bachelor of Science degree in Nursing as well as a master’s degree in Public Health, both from UCLA. While pursuing an education, Ms. Estradas continued advocacy for access to quality health care for the poor and medically underserved in Los Angeles. Her experience includes hospital and community public health nursing at UCLA, the Eastern Los Angeles Regional Center for the Developmentally Disabled, the State of California Department of Health Services – Rural Health Farmworker Division, and Arroyo Vista Family Health Center.

Ms. Estradas’ qualifications to serve on the Board include her extensive experience and expertise in healthcare service provision and healthcare administration, including as Chief Executive Officer of Arroyo Vista Family Health Center.

Mitchell W. Kitayama

Lead Independent Director

Age: 68

Director since: 2017

Board Committees:

●      Compensation (Chair)

●      Nominating and Corporate Governance (Chair)

Mr. Kitayama serves as the Company’s Lead Independent Director. Mr. Kitayama has served as Chairman of the board of directors of Winslow Drake, a boutique investment advisory and wealth management practice, since June 2016; as Managing Director of MMK & Associates, which advises financial institutions, medical groups, and private companies, since May 2009; and as President of Advanced Biomedical Inc., since September 2019. From April 2005 to May 2009, he served as the Chief Executive Officer, Vice Chairman, and Director of Metro United Bank, and as the Executive Vice President for its holding company, MetroCorp. He also previously served as Senior Vice President Treasurer of East West Bank. Mr. Kitayama previously served as Chairman of the American Diabetes Association-Los Angeles and on the National Finance Committee; as a Trustee and Treasurer for the Los Angeles Ronald McDonald House and on the Finance and Investment Committees for the Ronald McDonald House Charities of Southern California; on the President’s cabinet and the Alexis de Tocqueville Society for the United Way of Greater Los Angeles; and on the board for the National Banker’s Association. He is a Certified Cash Manager and received a B.A. in Biology with a Chemistry Minor and an M.B.A. from Baylor University.

Mr. Kitayama’s qualifications to serve on the Board include his extensive financial expertise and leadership experience gained from his service as a board member and executive officer of multiple for-profit and non-profit organizations, including his service as Chief Executive Officer, Vice Chairman, and Director of Metro United Bank.

Linda Marsh

Age: 75

Director since: 2019

Ms. Marsh is currently the Senior Executive Vice President of AHMC Healthcare Inc., a fully integrated hospital health system in Southern California with over 1,200 acute care beds and over 7,000 employees. She joined AHMC Healthcare in 1999 and oversees all financial matters for seven acute care hospitals: San Gabriel Valley Medical Center, Garfield Medical Center, Anaheim Regional Medical Center, Whittier Hospital Medical Center, Alhambra Hospital, Monterey Park Hospital, and Greater El Monte Community Hospital. Additionally, Ms. Marsh is responsible for all federal, state, and local government relations, as well as all risk management activities. Ms. Marsh has also served as the Senior Executive Vice President of Health Source MSO Inc., which provides healthcare-related management and administrative support, since 2005.

Ms. Marsh has served as a member of the board of directors of Fulgent Genetics, Inc. since August 2019. Ms. Marsh is also a board member of the Hospital Association of Southern California, Private Essential Access Community Hospitals, and the American Red Cross, as well as an active member of the Healthcare Financial Management Association. In addition, she chairs or is a participating member of numerous hospital governing boards, hospital committees, and community organizations. Ms. Marsh received a Bachelor of Science degree in economics and a master’s degree in accounting from the University of Southern California. She also completed a healthcare executive program at the University of Colorado.

Ms. Marsh’s qualifications to serve on the Board include her extensive experience in the healthcare industry and, in particular, her expertise in hospital administration, government relations, and risk management gained through her various executive and board-level roles with numerous healthcare organizations, including AHMC Healthcare, the Hospital Association of Southern California, Fulgent Genetics, and the American Red Cross.

Matthew Mazdyasni

Age: 68

Director since: 2019

Board Committees:

●      Audit

●      Nominating and Corporate Governance

Mr. Mazdyasni currently provides consulting and advisory services to various companies. Mr. Mazdyasni previously served as Executive Vice President, Chief Administrative Officer, and Chief Financial Officer of HealthCare Partners Holdings, LLC, an integrated health care delivery and management company, until February 2014. As a member of the senior executive team, Mr. Mazdyasni significantly contributed to HealthCare Partners’ success, which led to its acquisition by DaVita Inc. in November 2012. Prior to joining HealthCare Partners in 1982, he worked for national and local public accounting firms. Mr. Mazdyasni was an active board member of several trade associations, including American Physician Group, where he was a member of the Board of Directors and the Executive Committee until 2014. He was a preceptor to the University of Southern California’s Master of Health Administration program for more than 25 years and was named Preceptor of the Year for 2000-2001. Mr. Mazdyasni is a current member of the Health Advisory Board of USC Sol Price School of Public Policy. Mr. Mazdyasni holds a Master of Science degree in accounting from the University of Kentucky.

Mr. Mazdyasni’s qualifications to serve on the Board include his extensive experience and expertise in healthcare service provision and healthcare administration, including as Chief Financial Officer of HealthCare Partners Holdings, LLC.

David G. Schmidt

Age: 77

Director since: 2013

Board Committees:

●      Audit (Chair)

●      Compensation

●      Nominating and Corporate Governance

Mr. Schmidt has served as Principal of Schmidt & Associates, a consultancy practice that focuses on strategic planning and implementation in the healthcare industry, since January 2011. From April 2015 through May 2019, Mr. Schmidt also served as the Chief Executive Officer of the TPG-International Health Academy, a company that organizes trade missions to expose senior health plan and health system executives from the United States to other countries’ health systems. From August 2002 to December 2010, he served as the Chief Executive Officer and member of the board of directors of SCAN Health Plan, a provider of Medicare Advantage plans. From 2000 to 2002, Mr. Schmidt served as Chief Executive Officer of Medicheck, a firm that provided Internet-based financial service management to healthcare organizations, which was sold to Passport Health Communications. He served on Passport Health Communications’ board of directors from 2002 to 2006. From 1992 to 1998, he was the Senior Vice President of Sales and Customer Services for Care America/Blue Shield Health Plan and Regional Vice President for FHP Healthcare. He received a bachelor’s degree in economics from UCLA and a Master of Business Administration from The Anderson School of Management at UCLA. Prior to his healthcare experience, he held senior management roles in manufacturing companies including Avery Dennison. He also served on the board of Beacon Healthcare Systems and was a founding board member of the SCAN Foundation, a 501(c)(3) corporation focused on long-term care in the U.S.

Mr. Schmidt’s qualifications to serve on the Board include his over 40 years of experience in the healthcare industry, including his years of experience as a principal with the healthcare consulting firm Schmidt & Associates and his lengthy tenures as Chief Executive Officer of various healthcare service providers, including TPG-International Health Academy, SCAN Health Plan, and Medicheck.

CORPORATE GOVERNANCE

Code of Ethics and Other Governance Documents

We maintain a corporate governance page on our website at https://ir.astranahealth.com/corporate-governance/governance-documents, which includes information regarding the Company’s corporate governance practices. Our Code of Ethics (which applies to all of our officers, directors and employees), Audit Committee Pre-Approval Policy, Audit Committee Policy Regarding Complaint Procedures for Accounting and Auditing Matters, Related Party Transaction Policy, charters of the three standing committees of the Board, Compensation Recovery Policy, Insider Trading Policy, Lead Independent Director Charter, and Stock Ownership Guidelines are each available on that page of our website, in addition to the Company’s Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of our Code of Ethics by posting such information on our website at the web address specified above within four business days following the date of the amendment or waiver. In addition, we will provide a copy of any of these documents without charge to any stockholder upon written request made to: Astrana Health, Inc., 1668 S. Garfield Avenue, 2nd Floor, Alhambra, California 91801, Attention: Corporate Secretary.

Director Independence

The Board has determined that a majority of its current members meet the independence requirements of the Nasdaq Stock Market LLC (“Nasdaq”). Based upon information requested from and provided by each director concerning his or her background, employment, and affiliations, including family relationships, the Board has affirmatively determined that each of John Chiang, Weili Dai, Mitchell W. Kitayama, Matthew Mazdyasni, and David G. Schmidt satisfies the independence criteria in the applicable Nasdaq listing standards and SEC rules. The Board also has a standing Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. The Board has determined that all committee members are independent under applicable Nasdaq and SEC rules for committee memberships, and that each member of the Audit Committee also meets the additional independence criteria set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In making such determinations, the Board considered all relevant facts and circumstances, including commercial, industrial, banking, employment and consulting, legal, accounting, charitable, and familial relationships, not merely from the standpoint of a director or nominee, but also from that of persons or organizations affiliated with the director or nominee.

Board Composition

Our business and affairs are managed under the direction of our Board. We value a Board that possesses a broad spectrum of experiences, characteristics, attributes, and skills. The Board seeks to comprise itself of members who possess a range of relevant skills, experience, and expertise that relate directly to our management and operations, and which enable them to effectively oversee the management of the business and drive strategy that creates long-term, sustainable stockholder value.

Board Meetings

The Board held eleven meetings and acted by written consent seven times during 2024. Each of our incumbent directors, except Ms. Dai, attended 75% or more of the aggregate number of meetings of the Board and the committees on which such director served during 2024. While directors are encouraged to attend our annual meetings of stockholders, the Board has not adopted a formal policy with respect to such attendance. Eight directors attended the Company’s 2024 annual meeting of stockholders.

Our independent directors and our non-management directors each meet periodically in executive session without management present to discuss our operations, policies, and practices, as well as other matters relating to us or the functioning of the Board.

Board Leadership Structure

The Company believes that independent board oversight is an essential component of strong corporate performance. We also believe that the decision as to whether the positions of Chairman and Chief Executive Officer should be combined or separated, and whether an executive or an independent director should serve as the Chairman, should be based upon the circumstances facing the Company. Maintaining a flexible policy allows the Board to choose the leadership structure that best serves the interests of the Company and its stockholders at any particular time. The Board also believes its risk oversight framework would be effective under a variety of leadership structures.

The Board continues to believe that its current leadership structure, consisting of a non-independent Executive Chairman and Vice Chairman, both of whom previously served as a Co-Chief Executive Officer of the Company, counterbalanced by an independent Board led by a Lead Independent Director and independent directors chairing and serving on each of the Board committees, is in the best interests of the Company and its stockholders. In the Board’s view, separating the positions of Chief Executive Officer and Board chair allows our Chief Executive Officer to focus on our day-to-day business, while allowing the Executive Chairman to lead the Board in its fundamental role of providing advice to and oversight of management. Our Vice Chairman presides over Board meetings in the event that the Executive Chairman is not present and participates in the Board and committee agenda review process. Having former Co-Chief Executive Officers of the Company serve as Executive Chairman and Vice Chairman also enables us to leverage their in-depth knowledge of and experience with our business to provide advice to and oversight of management, as well as their ability to identify strategic priorities and lead the Board’s discussions and execution of strategy. At the same time, our Lead Independent Director, Mitchell Kitayama, works with the Executive Chairman to schedule and set the agenda for Board meetings, acts as a liaison between the non-management directors as a group and management, and exercises additional oversight on behalf of the independent directors. We recognize that our Board leadership structure is somewhat unique but we believe that it is the right structure for the Company at this time. The Board will continue to review the appropriateness of this structure and consider stockholder feedback from our ongoing engagements.

Lead Independent Director

In selecting the Lead Independent Director, the Nominating and Corporate Governance Committee reviews potential candidates’ qualifications and attributes, before making a recommendation to the independent directors, who, after review, elect the Lead Independent Director. Mr. Kitayama was first elected as the Lead Independent Director in 2018.

The Lead Independent Director has the following responsibilities (and may also perform other functions at the Board’s or independent directors’ request), as detailed in the Lead Independent Director Charter:

●

Board Leadership: provides leadership to the Board in any situation where the Executive Chairman’s and Vice Chairman’s roles may be perceived to be in conflict and chairs Board meetings in the absence of the Executive Chairman and Vice Chairman, including executive sessions of the independent directors.

●

Board Agenda, Schedule, and Information: reviews and, when appropriate, makes changes to the Board meeting agendas and schedules and to other information sent to directors.

●

Leadership of Independent Director Meetings: calls and leads independent director meetings without any management directors or Company employees present.

●

Chairman-Independent Director Liaison: serves as the principal liaison between the Executive Chairman and the independent directors (although every director has direct access to the Executive Chairman).

●

Stockholder Communications: is available for consultation and direct communication with the Company’s stockholders.

●

Director Candidates: interviews, along with the chair of the Nominating and Corporate Governance Committee, all director candidates, and makes recommendations to the Nominating and Corporate Governance Committee.

Risk Oversight Function of the Board

The Board takes an active role in overseeing the Company’s risk governance framework and corporate strategy and seeks to ensure the long-term interests of the Company and its stockholders are being served. The Board believes that evaluating the executive team’s management of the risks confronting the Company is one of its most important areas of oversight. In carrying out this responsibility, the Board is assisted by its committees, each of which considers risks within its areas of primary responsibility and expertise and apprises the full Board of significant matters and management’s response. In performing the risk oversight function, the Board and each committee have full access to management, as well as the ability to engage advisors. The specific risk areas of focus for the Board and each of its committees are summarized below.

Board of Directors

Oversees the Company’s risk governance framework, general corporate strategy, including merger and acquisition activity, and other matters reserved to the full Board. Reviews and discusses with management significant risks affecting the Company, including matters escalated by its committees from within their respective areas of oversight. With the Strategy Committee, oversees risks relating to mergers and acquisitions, integration, strategy, contracting, and operations.

Audit Committee

Oversees financial matters, including accounting and internal controls, business conduct and ethics, related party transactions, cybersecurity and artificial intelligence-related risks, tax, and legal and regulatory compliance.

Compensation Committee

Oversees the design and administration of executive compensation programs and policies, director compensation, and human capital management, including talent acquisition, development, and retention.

Nominating Committee

Oversees Board structure and independence, executive succession planning, corporate governance practices, political contributions, and environmental and social responsibility policies, goals and programs.

Management

Led by our Chief Executive Officer and executive team, develops and executes our business strategy, manages operations, implements and supervises day-to-day risk management processes, and reports to the Board and its committees on significant matters.

Board Committees

The Board has a standing Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, each of which is comprised solely of independent directors. Each committee operates under a written charter, which is available at https://ir.astranahealth.com/corporate-governance/governance-documents. The table below lists the current leadership and membership of each committee.

Name	Independent Director	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
Kenneth Sim, M.D.
Thomas S. Lam, M.D., M.P.H.
John Chiang	✓	✓	✓
Weili Dai	✓
J. Lorraine Estradas, R.N., B.S.N., M.P.H.
Mitchell W. Kitayama	✓		C	C
Linda Marsh
Matthew Mazdyasni	✓	✓		✓
David G. Schmidt	✓	C	✓	✓
		C = Chairperson

The functions and responsibilities of each committee are summarized below.

Audit Committee

Committee Members:

David G. Schmidt (Chair)

John Chiang

Matthew Mazdyasni

Meetings Held in 2024: 4

Consents Approved in 2024: 5

•     All members are independent under applicable Nasdaq and SEC rules

•       Each member qualifies as an audit committee financial expert

•     Appoint and oversee the work of our independent registered public accounting firm, pre-approve audit and non-audit services performed by the firm, and consider the firm’s independence.

•      Review with management and the independent accounting firm, prior to filing, the annual and interim financial results (including Management’s Discussion and Analysis) to be included in Forms 10-K and 10-Q.

•       Consider the adequacy and effectiveness of our internal control over financial reporting and auditing procedures.

•      Oversee procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal control, or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

•       Monitor and provide risk oversight with respect to focus areas assigned to the committee from time to time by the Board (including financial matters, cybersecurity, and artificial intelligence).

•       Oversee performance of the Company’s internal audit function.

•       Review, approve and oversee related party transactions.

Compensation Committee

Committee Members:

Mitchell W. Kitayama (Chair)

John Chiang

David G. Schmidt

Meetings Held in 2024: 2

Consents Approved in 2024: 7

•       All members are independent under applicable Nasdaq and SEC rules

•       All members qualify as “non-employee” directors, as defined in Rule 16b-3(b)(3) under the Exchange Act

•       Establish the compensation and benefits of our executive officers.

•       Administer our compensation plans, including our equity-based and incentive compensation plans.

•      Review, consult with, and advise management on the Company’s strategies and policies related to human capital management, including talent acquisition, development and retention, internal pay equity, equal opportunity and inclusion, and corporate culture.

•      Establish the terms of, amend, and oversee the application of the Company’s policy for clawback, or recoupment, of incentive compensation.

•      Review the Company’s incentive compensation arrangements to determine whether they encourage excessive risk-taking, review and discuss the relationship between risk management policies and practices, and compensation, and evaluate compensation policies and practices that could mitigate any such risk.

•       Make recommendations to the Board regarding director compensation, including for membership on any committee of the Board.

•      Review and discuss with management the Compensation Discussion and Analysis and other executive compensation disclosures included in our proxy statements.

Nominating and Corporate Governance Committee

Committee Members:

Mitchell W. Kitayama (Chair)

Matthew Mazdyasni

David G. Schmidt

Meetings Held in 2024: 0

Consents Approved in 2024: 1

•       All members are independent under applicable Nasdaq and SEC rules

•      Develop criteria for selecting new directors.

•      Identify and evaluate potential director candidates and recommend to the Board the nominees for election to the Board.

•      Establish procedures for consideration of, and consider any nominations of, director candidates properly made by the stockholders.

•       Review the type and amount of Board compensation, retirement, and other benefits for non-employee directors and committee members and make recommendations to the full Board regarding such compensation.

•       Review the Company’s succession plans for the Chief Executive Officer and other executive officers.

•       Review the Company’s environmental and social responsibility policies and practices.

The Board may from time to time establish other committees; for example, the Board has established a Strategy Committee, which consists of Matthew Mazdyasni (chair), David G. Schmidt, Mitchell W. Kitayama, and Kenneth Sim, M.D.

Evaluation and Nomination of Director Candidates

The Nominating and Corporate Governance Committee has primary responsibility for developing recommendations to the Board as to the skills and qualifications required of directors and other criteria to be potentially considered in selecting candidates for director positions on the Board. This process includes a consideration of independence, skills, experience, industry backgrounds, talents, qualifications and personal attributes in the context of the needs of the Board and the Company, as well as the ability of directors (and candidates for director) to devote sufficient time to performing their duties in an effective manner. Directors are expected to exemplify the highest standards of personal and professional integrity and to constructively challenge management through their active participation and questioning. To ensure that the Board continues to evolve and be refreshed in a manner that serves the changing business and strategic needs of the Company, before recommending for re-nomination a slate of incumbent directors for an additional term, the Nominating and Corporate Governance Committee evaluates whether incumbent directors possess the requisite skills and perspective, both individually and collectively.

The Nominating and Corporate Governance Committee also has responsibility for periodically identifying and recruiting new members to the Board. Through discussions with the Executive Chairman of the Board, Lead Independent Director, Chief Executive Officer, and other Board members, specific skill sets, experience, and knowledge important for the new Board member to possess will be identified and prioritized. Potential candidates meeting these criteria will then be identified either by professional recruiting agencies, reputation, or existing Board members or officers. Candidates will be interviewed by the Executive Chairman, Lead Independent Director, Chief Executive Officer, and/or other members of the Board to ensure that candidates not only possess the requisite skills and characteristics but also the personality, ability, judgment, leadership traits, work ethic, and independence to effectively contribute as a member of the Board. After a successful candidate has been identified by the Board, the Board will either appoint the candidate as a member of the Board or nominate the candidate for election by the Company’s stockholders at the next annual meeting of stockholders.

The Nominating and Corporate Governance Committee recognizes that having a Board with a variety of viewpoints, backgrounds, and experiences provides a more comprehensive decision-making process. The Nominating and Corporate Governance Committee does not have a diversity policy (however that term may be defined). The Nominating and Corporate Governance Committee strives to achieve a balance of backgrounds and perspectives on the Board and its committees and will assess the skills and attributes of our Board as a whole and of each individual director when evaluating whether prospective candidates possess complementary and supplementary skills and attributes that would strengthen our Board.

The Nominating and Corporate Governance Committee considers potential candidates properly recommended by stockholders, directors, officers, advisors, third-party search firms, or other appropriate sources. Persons recommended by stockholders are generally considered on the same basis as candidates from other sources. If a stockholder wishes to propose a director candidate for consideration by the Nominating and Corporate Governance Committee, the stockholder must follow the procedures and comply with the requirements described in “Stockholder Proposals” at the end of this proxy statement.

In recommending to the Board the director nominees for election at the 2025 Annual Meeting, the Nominating and Corporate Governance Committee considered the factors described above, as well as each nominee’s previous service on the Board, which the committee believes provides a desirable level of continuity and institutional knowledge with respect to the Board’s deliberations. The Nominating and Corporate Governance Committee also considered the specific qualifications, attributes, and skills that each nominee possesses and contributes to the Board, as described in the respective nominee’s biography included above under “Background of Directors”.

Board Self-Evaluation

The Board and each of its committees regularly undertake a self-evaluation process to help ensure continued effectiveness. This process is overseen by the Nominating and Corporate Governance Committee and may vary each year in order to balance the benefits of different approaches.

Sustainability

There has been increased focus from our stakeholders, including investors, clients, and employees, on our sustainability, corporate citizenship, and other environmental, social and governance policies and practices. Additionally, public interest and legislative pressure related to public companies’ environmental, social, and governance practices continues to grow. We believe that good corporate citizenship includes responsiveness to environmental, social, and governance issues that materially impact our stakeholders and the communities in which we operate.

We believe it is critical to maintain the highest ethical standards, and we have policies in place to ensure that our directors and employees operate ethically and with integrity, including our Code of Ethics. We also make a compliance hotline available to our employees. The hotline is serviced by a third-party provider that is available by phone or online 24 hours a day, seven days a week, to help ensure any compliance concerns can be reported and addressed in a timely and appropriate manner.

We believe that culturally-competent care is essential for ensuring patient satisfaction and improving health outcomes. As an organization built by and for our community, we prioritize building teams that reflect the communities we serve. We understand the importance of strong community relationships in achieving our business goals, and we actively engage with local communities through volunteer programs, sponsorships, and educational initiatives.

Our Board provides overall oversight of our environmental, social, and governance efforts, and the Nominating and Corporate Governance Committee periodically reviews our environmental, social, and governance policies and practices, including those relating to sustainability and corporate social responsibility. In addition, the Compensation Committee regularly reviews the Company’s strategies related to human capital management, including talent acquisition, development and retention and equal opportunity and inclusion initiatives, and the Audit Committee reviews the Company’s environmental, social, and governance disclosures and the adequacy and effectiveness of applicable internal controls related to such disclosures.

Human Capital

We are committed to supporting the professional development of our employees, providing competitive compensation and benefits, and a safe and inclusive workplace that enables employees to achieve their full potential. We measure employee engagement on an ongoing basis to create a more innovative, productive, and profitable company. Results from engagement surveys are used to implement programs and processes designed to support employee retention and satisfaction. The Company believes a workplace that promotes fairness and opportunity fosters innovation and cultivates an environment filled with unique perspectives and growth. Respect for human rights is fundamental to the Company’s business and its commitment to ethical business conduct.

Our dedication to employee growth is reflected in the various learning and development programs offered at Astrana. We organize leadership programs, including a bi-annual summit, the Becoming Leaders program, quarterly training for supervisors and managers, individual coaching, and ad hoc training sessions, to support our employees’ professional advancement. Our professional development reimbursement program empowers employees to attend classes and seminars, and obtain certifications, enhancing their skill sets and opening up new opportunities for advancement within the Company.

We actively promote and support employees seeking to make a positive impact on their communities and charitable causes by donating time, talents, and resources. In 2024, Astrana contributed to a number of charitable organizations, including the Los Angeles Regional Foodbank, The Trevor Project, Doctors Without Borders, the Ngozi Educational Foundation, and Eisner Health. In response to the California wildfires in 2025, Astrana organized collections of supplies to contribute to the LA Dream Center to benefit individuals who were displaced, and Astrana employees additionally volunteered at the Los Angeles Mission to sort through donations.

Cybersecurity

Astrana operates in an increasingly interconnected and digitized world, where the protection of sensitive information and the resilience of our information technology systems are paramount to our mission of delivering exceptional healthcare services. Cybersecurity is a critical component of our enterprise risk management program, reflecting our commitment to safeguarding the privacy and security of the patients, employees, and others who entrust us with their data.

As a healthcare organization, we manage large quantities of protected health information (“PHI”), personally identifiable information (“PII”), and other sensitive data. Recognizing the heightened risks posed by cyber threats, we have implemented a comprehensive cybersecurity framework that is designed to proactively identify, assess, and mitigate the risks associated with these threats. This includes protection against ransomware, phishing attacks, data breaches, and the evolving tactics of sophisticated cyber adversaries, as well as other types of cyber threats. Our cybersecurity program is built upon industry-recognized standards, and we continuously adapt our program to defend against the changing threat landscape.

Cybersecurity Governance

Astrana’s governance framework reflects our commitment to managing cybersecurity risks with accountability and transparency. This framework is rooted in collaboration between executive leadership, employee operational teams, and the Board, resulting in comprehensive oversight at every level of the organization.

Board Oversight

The Board oversees cybersecurity as part of its enterprise risk management responsibilities. The Audit Committee reviews cybersecurity risks, including IT internal controls, the use of artificial intelligence, business continuity plans, disaster recovery programs, and data protection initiatives. The Audit Committee also receives regular reports from management, including the CISO (as defined below), on key cybersecurity metrics, threat landscapes, risk mitigation strategies, and significant cybersecurity or data privacy incidents (if any).

Executive Leadership

Our cybersecurity program is led by the Chief Information Security Officer (“CISO”), a Certified Information Systems Security Professional (CISSP) with over 25 years of experience in technology, cybersecurity strategy, risk management, and regulatory compliance, including extensive industry experience. The CISO works closely with the Company’s executive leadership to implement and oversee the Company’s cybersecurity initiatives. The CISO is also responsible for broader IT governance and risk management, resulting in a cohesive approach to protecting our technology infrastructure and sensitive data.

AI Policy and Governance

Astrana recognizes the transformative potential of artificial intelligence (“AI”) in healthcare and the corresponding responsibility to implement it ethically and securely. Our AI policy and governance framework emphasizes transparency, fairness, and accountability in the use of AI technologies across our operations. This includes rigorous data privacy safeguards, continuous monitoring to mitigate algorithmic bias, and adherence to industry best practices and regulatory standards. An internal committee comprising experts in technology, legal, compliance, and healthcare operations works to ensure that AI deployments meet ethical and cybersecurity standards. Periodic audits and risk assessments are conducted to evaluate the performance, reliability, and security of AI systems in critical workflows.

Cross-Functional Collaboration

Astrana utilizes a cross-functional governance structure that engages enterprise risk management, compliance, IT, legal, privacy, and data governance teams. Our risk management / cyber working group, which includes certain of our senior leaders, including operations, finance, internal audit, IT, cyber, legal, and communications, meets at least four times per year to discuss significant risks to the Company identified by our enterprise-wide risk management process, including cybersecurity risks identified by our cybersecurity risk management program. The group also discusses the steps management has taken to identify, monitor, assess, and control or avoid such exposures and reviews performance measures against the Company’s risk appetite and tolerance, and provides recommendations of corrective action where appropriate. This collaborative approach enables a holistic evaluation of cybersecurity risks and aims to ensure that identified threats are promptly addressed.

Communications with the Board

Stockholders, as well as other interested parties, may send correspondence to the Board or to any individual director, by mail to: Corporate Secretary, Astrana Health, Inc., 1668 S. Garfield Avenue, 2nd Floor, Alhambra, California 91801; or by email to: investors@astranahealth.com. The Company’s Corporate Secretary reviews and promptly forwards communications to the directors as appropriate. Communications involving substantive accounting or auditing matters are forwarded to the Audit Committee Chair. Certain items that are unrelated to the duties and responsibilities of the Board will not be forwarded, such as business solicitation or advertisements; product or service-related inquires; junk mail or mass mailings; resumes or other job-related inquires; spam; and abusive, threatening, or otherwise inappropriate materials.

Review, Approval, or Ratification of Transactions with Related Persons

The Board has adopted a written policy setting forth our procedures for reviewing, and approving or ratifying, transactions with an executive officer, director, or nominee for election as a director of the Company, a greater than 5% beneficial owner of the Company’s common stock, or an immediate family member of any of the foregoing (collectively, “Related Persons”). The policy covers transactions, arrangements, or relationships in which the aggregate amount involved exceeds, or is expected to exceed, $120,000 in any fiscal year of the Company, the Company or any of its controlled subsidiaries is a participant, and a Related Person had, has, or is expected to have a direct or indirect material interest (a “Covered Transaction”). The Audit Committee is responsible for ratifying or approving a Covered Transaction.

In reviewing a Covered Transaction, the Audit Committee considers all relevant facts and circumstances, including:

●

the Related Person’s interest and involvement in the transaction;

●

the nature of the Company’s participation in the transaction;

●

the Related Person’s relationship to the Company;

●

whether the transaction was undertaken in the ordinary course of business of the Company;

●

the availability of unrelated third parties as alternative counterparties to the proposed transaction;

●

whether the transaction is proposed to be, or was, entered into on an arms-length basis or on terms no less favorable to the Company than terms that could have been reached with an unrelated third party under the same or similar circumstances;

●

whether the transaction would impair the independence of a director or a nominee for election as a director of the Company under the Nasdaq listing rules;

●

the purpose of, and the potential benefits and materiality to the Company of, the transaction;

●

the risks and limitations that may arise as a result of or in connection with the proposed transaction, including any potential reputational risk; and

●

any other information that would be material to our investors in light of the context of the particular transaction and the Related Person.

Certain Covered Transactions are deemed to be pre-approved by the Audit Committee under this policy, including:

●

any compensation paid to an executive officer of the Company for his or her services to the Company if the compensation is, or would be required to be, reported in the Company’s proxy statements and the Compensation Committee has approved, or recommended that the Board approve, such compensation, or the transaction involves the recovery of erroneously awarded compensation, computed as provided in the Nasdaq listing rules and the Exchange Act, and is disclosed in the Company’s proxy statements;

●

any compensation paid to a director of the Company for services to the Company as a director if the compensation is required to be reported in the Company’s proxy statements;

●

any transaction where the Related Person’s interest arises solely from the ownership of the Company’s common stock and all holders of the Company’s common stock received the same benefit on a pro rata basis;

●

any transaction involving a Related Person where the rates or charges involved are determined by competitive bids;

●

any transaction between the Company or its controlled subsidiary and an entity with an executive officer of the Company serving as a nominee stockholder (including where the officer as a licensed physician, rather than the Company, is required by corporate practice of medicine or similar law to serve as the stockholder of such entity on behalf of the Company or its subsidiary in order to achieve certain corporate, regulatory and/or accounting treatment) and where such officer derives no direct financial benefit from such status; and

●

any transaction between the Company or its controlled subsidiary and an entity that has been reported in the Company’s statement of income for its last fiscal year on a consolidated basis (including any variable interest entity of the Company).

The Audit Committee may establish such other categories of transactions that shall be deemed pre-approved.

Certain Related Person Transactions

For the year ended December 31, 2024, the Company had leases with a real estate business to lease office space, pursuant to which the Company incurred rent expenses of approximately $4.0 million. Dr. Lam is the Chief Executive Officer of the real estate business managing these properties. For the year ended December 31, 2024, the Company’s operating right-of-use asset balance included $2.7 million, and the Company’s operating lease liabilities included $2.7 million, for certain properties that are managed by the real estate business. These properties were previously consolidated and eliminated by Astrana until they were spun off as part of APC’s December 2023 restructuring transaction. During the year ended December 31, 2024, the real estate business paid APC $5.3 million for taxes associated with the spin-off.

Linda Marsh, one of our directors, is the Senior Executive Vice President at AHMC Healthcare Inc. (“AHMC”) and the Senior Executive Vice President of Health Source MSO Inc. (“Health Source MSO”). Ms. Marsh also owns Aurion Corporation (“Aurion”), which provides consulting services. The Company has agreements with Health Source MSO, Aurion, and AHMC for services provided to the Company. The Company recognized revenue of $41.3 million from AHMC and $1.6 million from Health Source MSO and incurred expenses of $34.9 million from AHMC and $0.3 million from Aurion. Additionally, the Company, its affiliates, and AHMC have a risk-sharing agreement with certain AHMC hospitals to share the surplus and deficits of each of the hospital pools. Under this agreement, during the year ended December 31, 2024, the Company had recognized risk pool revenue of $34.1 million. As of December 31, 2024, $47.7 million remained in outstanding risk pool receivables.

J. Lorraine Estradas, one of our directors, is the Chief Executive Officer of Arroyo Vista Family Health Center, a non-profit network of community health centers serving Greater Northeast Los Angeles. Arroyo Vista Family Health Center provides certain primary care services to enrollees of certain healthcare service plans, the providers of which have contracted with our affiliates. For the year ended December 31, 2024, Arroyo Vista Family Health Center provided $0.4 million in primary care services to enrollees, which services were reimbursed by the Company, and the Company earned $2.2 million in management fees from Arroyo Vista Family Health Center.

Kenneth Sim, our Executive Chairman, owns approximately 9.6%, and Dr. Lam and Albert Young, our Senior Vice President of Health Affairs, own approximately 8.0% of TAG-2 Medical Investment Group, LLC (d/b/a Sunny Village Center) (“Tag-2”). In November 2023, the Company entered into a three-year promissory note with Sunny Village Care Center as the borrower for a principal amount of $0.5 million, which was outstanding as of December 31, 2024. As of the record date, the promissory note was paid in full. During 2024, Tag-2 provided $0.5 million in skilled nursing facility services, which were reimbursed by the Company to Tag-2.

As of December 31, 2024, Dr. Sim and Dr. Lam each had an ownership interest in First Commonwealth Property, LLC. During the year ended December 31, 2024, the Company incurred rent expenses of approximately $0.2 million from First Commonwealth Property, LLC for office leases. As of December 31, 2024, the Company’s operating right-of-use asset balance included $0.7 million, and the Company’s operating lease liabilities included $0.7 million, for certain properties owned by First Commonwealth Property, LLC.

For the year ended December 31, 2024, APC paid $3.1 million in 2024 to a general surgery group solely owned by Dr. Sim for provider services.

Brandon K. Sim, M.S., is a board member of Third Way Health Inc. During the year ended December 31, 2024, the Company incurred approximately $3.6 million in expenses payable to Third Way Health Inc. for call center and credentialing services. In addition, as of December 31, 2024, via a Simple Agreement for Future Equity, the Company funded $6.0 million in Third Way Health Inc.

Dinesh Kumar, M.D., is an advisory board member of The Stellar Health Group, Inc. During the year ended December 31, 2024, the Company incurred approximately $0.2 million in expenses payable to The Stellar Health Group, Inc. for payment processing services.

During the year ended December 31, 2024, Astrana paid approximately $0.9 million to purchase Astrana’s stock from certain board members. During the year ending December 31, 2025, Astrana paid approximately $10.6 million to purchase Astrana’s stock from APC. Dr. Lam is the Chief Executive Officer, Chief Financial Officer, a director, and stockholder of APC; Dr. Kenneth Sim is Chairman, a director, and stockholder of APC; and Dr. Young is a Senior Executive Vice President, a director, and a stockholder of APC.

Because of corporate practice of medicine laws, the Company uses designated shareholder professional corporations, of which the sole shareholder is a member of the Company’s key personnel, to engage in certain transactions and make intercompany loans from time to time. In addition, affiliates wholly owned by the Company’s key personnel are reported in the Company’s consolidated statements of income on a consolidated basis, together with the Company’s subsidiaries, and therefore, the Company does not separately disclose transactions between such affiliates and the Company’s subsidiaries as related-party transactions.

NON-EMPLOYEE DIRECTOR COMPENSATION

In July 2024, the Board approved an updated compensation program for the non-employee members of the Board who are compensated for their service on the Board. As updated in July 2024, the Company’s non-employee director compensation program consists of the following:

●

An annual cash retainer of $80,000, paid in monthly installments, plus an additional annual cash retainer of $32,500 for any non-employee director serving as Lead Director or Board Chair;

●

An additional cash retainer, paid in monthly installments, for each non-employee director serving as chair of a Board committee, in the following amounts: Audit Committee Chair – $25,000, Compensation Committee Chair – $20,000, and Nominating and Corporate Governance Committee Chair – $15,000;

●

An additional cash retainer, paid in monthly installments, for each non-employee director serving as a member, but not as the chair, of a Board committee, in the following amounts: Audit Committee member – $12,000, Compensation Committee member – $10,000, and Nominating and Corporate Governance Committee member – $10,000; and

●

An annual award of restricted stock to each non-employee director with a grant date value equal to $170,000, which vests, subject to the non-employee director’s continued service, on the earlier of the first anniversary of the date of grant or the next annual meeting of stockholders of the Company.

The following table reflects the compensation awarded to, earned by, or paid to our directors for the year ended December 31, 2024. Drs. Sim and Lam are not included in the following table because they received no separate compensation for their services as directors of the Company, and all compensation earned by them during the year ended December 31, 2024, is reflected in the Summary Compensation Table below. Ms. Estradas does not receive any compensation from the Company for her service as a director.

Name	Fees Earned or Paid in Cash⁽¹⁾($)	Stock Awards⁽²⁾($)	All Other Compensation ($)	Total ($)
John Chiang	102,000	169,967	—	271,967
Weili Dai	80,004	169,967	—	249,971
J. Lorraine Estradas, R.N., B.S.N., M.P.H.	—	—	—	—
Mitchell W. Kitayama	137,902	169,967	—	307,869
Linda Marsh	80,004	169,967	—	249,971
Matthew Mazdyasni	102,000	169,967	—	271,967
David G. Schmidt	123,359	169,967	—	293,326

(1)

The amounts reported in this column represent the total cash compensation earned in 2024 for service as a director.

(2)

The amount shown in this column reflects the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718, “Compensation - Stock Compensation” of restricted stock awards granted pursuant to the Company’s non-employee director compensation program during 2024. The value shown of the stock awards is based on the fair market value of the Company’s common stock on the date of grant and was computed by multiplying the number of shares awarded to each director by the closing price of the Company’s common stock on the date of grant. The amount shown for the stock award excludes the impact of estimated forfeiture related to service-based vesting conditions and may not correspond to the actual value that is recognized by each officer upon the vesting of such grant. The aggregate number of shares of unvested restricted stock that were outstanding and held by each non-employee director as of December 31, 2024, was as follows: Ms. Estradas – 0 shares; and Mr. Chiang, Ms. Dai, Mr. Kitayama, Ms. Marsh, Mr. Mazdyasni, and Mr. Schmidt – 3,564 shares each. The aggregate number of unexercised stock options that were outstanding and held by each non-employee director as of December 31, 2024 was as follows: Mr. Chiang – 28,500 stock options; Ms. Dai – 0 stock options; Ms. Estradas – 0 stock options; Mr. Kitayama – 28,500 stock options; Ms. Marsh – 28,500 stock options; Mr. Mazdyasni – 28,500 stock options; and Mr. Schmidt – 68,500 stock options.

PROPOSAL 2

RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed Ernst & Young LLP (“EY”) as our independent registered public accounting firm to audit our financial statements for the fiscal year ending December 31, 2025. In deciding to appoint EY, the Audit Committee reviewed auditor independence issues and existing commercial relationships with EY and concluded that EY has no commercial relationship with the Company that would impair its independence for the year ending December 31, 2025. The Board recommends that our stockholders ratify the appointment of EY as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. While we are not required to have our stockholders ratify the appointment of EY as our independent registered public accounting firm, we are doing so because we value our stockholders’ views on the Company’s independent registered public accounting firm. If the stockholders do not ratify this appointment, the Audit Committee will reconsider whether to retain EY. If the selection of EY is ratified, the Audit Committee, in its discretion, may still direct the appointment of a different independent registered public accounting firm at any time it determines that such a change would be in the best interest of the Company and our stockholders.

Representatives of EY are expected to be present at the 2025 Annual Meeting, will have the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions.

Audit and Other Fees

The following table presents fees for professional audit services and other services rendered by EY for the audit of the Company’s annual financial statements for the years ended December 31, 2024 and December 31, 2023.

	2024		2023
Audit⁽¹⁾	$	3,758,000	$	2,707,000
Audit-Related⁽²⁾	2,565,500		320,000
Tax⁽³⁾
Tax compliance	576,800		627,589
Other tax services	795,746		1,092,170
All Other Fees	—		—
Total	$	7,696,046	$	4,746,759

(1)

Represents aggregate fees charged by EY in each respective year serving as the external auditor, as applicable, for audit work performed on the annual financial statements and review of quarterly financial statements, as well as other services that are provided in connection with statutory and regulatory filings.

(2)

Represents financial due diligence services related to mergers and acquisitions.

(3)

Tax fees consist of various permissible tax compliance, tax planning, and advisory service fees by EY.

The Audit Committee has determined that all services performed by EY were, and are, compatible with maintaining the independence of EY. The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm, which may include audit services, audit-related services, tax services, and other services. Pre-approval is generally provided for up to one year, and any pre-approval is detailed as to the particular service or category of services. The independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval. For additional information concerning the Audit Committee and its activities with EY, please see “Report of the Audit Committee” below.

THE BOARD RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

PROPOSAL 3

ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Exchange Act require that we provide our stockholders with the opportunity to vote, on a non-binding advisory basis, on the compensation of our named executive officers as disclosed in this proxy statement in accordance with the compensation disclosure rules of the SEC. Accordingly, we are asking stockholders to approve an advisory resolution on the compensation of our named executive officers as reported in this proxy statement, commonly referred to as the “say-on-pay” vote. Although the say-on-pay vote is advisory and therefore non-binding on us, the Board and the Compensation Committee will review and consider the voting results when making future decisions regarding our executive compensation program. In accordance with the preference of our stockholders, as expressed in a non-binding advisory vote on the frequency of advisory votes on executive compensation at our 2022 Annual Meeting of Stockholders and as accepted by the Board, we hold annual advisory votes on the compensation of the named executive officers. Stockholders are next expected to have the opportunity to vote on the frequency of future votes on named executive officer compensation at the 2028 Annual Meeting of Shareholders.

The vote on this resolution is not intended to address any specific element of compensation. Instead, the vote relates to the overall compensation of our named executive officers, as described in this proxy statement in accordance with the compensation disclosure rules of the SEC. We encourage stockholders to read the “Executive Compensation” section of this proxy statement, which provides an overview of our executive compensation policies and procedures. The Summary Compensation Table and other related compensation tables and narrative provide detailed information on the compensation of our named executive officers. The Compensation Committee and the Board believe that the policies and procedures articulated in the “Executive Compensation” section of this proxy statement are an important and effective means of encouraging our named executive officers to achieve the Company’s goals and that the compensation of the named executive officers reported in this proxy statement has contributed to our success.

In accordance with Section 14A of the Exchange Act and as a matter of good corporate governance, we are asking stockholders to approve the following advisory resolution at the 2025 Annual Meeting:

“RESOLVED, that the Company’s stockholders approve, on a non-binding advisory basis, the compensation of the named executive officers as disclosed in the Executive Compensation section of this proxy statement and the Summary Compensation Table and the related compensation tables, notes, and narrative in this proxy statement.”

As an advisory vote, this proposal is not binding on our Company, our Board, or our Compensation Committee. The outcome of this advisory vote does not overrule any decision by us or our Board (or any committee thereof), create or imply any change to the fiduciary duties of the Company or our Board (or any committee thereof), or create or imply any additional fiduciary duties for the Company or our Board (or any committee thereof). However, our Compensation Committee and Board value the opinions to be expressed by our stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for our named executive officers.

THE BOARD RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE APPROVAL, ON AN ADVISORY, NON-BINDING BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT.

PROPOSAL 4

APPROVAL OF THE ASTRANA HEALTH, INC.

AMENDED AND RESTATED 2024 EQUITY INCENTIVE PLAN

Introduction

The Astrana Health, Inc. 2024 Equity Incentive Plan (the “2024 Plan”) was originally adopted by the Board on February 28, 2024 and approved by our stockholders at the Company’s 2024 Annual Meeting of Stockholders. On March 26, 2025 (the “Restatement Date”), the Board approved the amendment and restatement of the 2024 Plan, in order to increase the number of shares of the Company’s common stock reserved for issuance under the 2024 Plan and to extend the term of the 2024 Plan, subject to the approval of the amended and restated 2024 Plan by our stockholders at the 2025 Annual Meeting. We are recommending that stockholders approve the amendment and restatement of the 2024 Plan because we believe that the 2024 Plan continues to be essential to our success, by allowing the Company to provide incentives to attract and retain non-employee directors, officers, key employees, and consultants of the Company and its subsidiaries and to align their interests with those of our stockholders.

Stockholders are being asked to approve the amendment and restatement of the 2024 Plan to increase the number of shares authorized for issuance under the 2024 Plan by 2,000,000 shares (from 2,100,000 to 4,100,000 shares) and to extend the term of the 2024 Plan by approximately one year (until the day before the tenth anniversary of the Restatement Date).

As of the Record Date, approximately 850,000 shares remained available for issuance under the 2024 Plan. Based on our historical equity grant practices, we believe that, if our stockholders approve the amendment and restatement of the 2024 Plan, the increased share reserve will be sufficient for us to continue granting equity awards for approximately three years. This estimate was determined based on a review of the Company’s anticipated equity compensation requirements and a range of future stock price scenarios. However, the actual duration of the share reserve under the 2024 Plan will depend on currently unknown factors, such as the Company’s future stock price, changes in participation, our hiring and promotion activity, future grant practices, award type mix and levels, competitive market practices, acquisitions and divestitures, and the rate of returned shares due to forfeitures. Absent stockholder approval of the amendment and restatement of the 2024 Plan, we may be required to increase the cash components of our compensation program, which may inhibit our ability to align the interests of our executives with those of our stockholders.

The Board believes that an equity-based incentive program is an important factor in attracting and retaining highly qualified officers, employees, non-employee directors, and consultants, and that equity-based incentives help to align the interests of those persons with the interests of our stockholders. Further, the Board believes that the proposed increase in the share reserve under the 2024 Plan is necessary for the Company to continue to provide appropriate incentives for outstanding service and to assist in recruiting and retaining highly qualified individuals as employees, non-employee directors and consultants. In determining the number of additional shares requested for stockholder approval under the amended and restated 2024 Plan, the Compensation Committee and the Board considered the Company’s historical and expected usage of equity compensation, the potential dilution resulting from our equity compensation plans, and the importance of an effective equity compensation program to the Company’s success.

Certain key features of the 2024 Plan, as amended and restated, are described below:

Feature	Description
Reasonable Share Reserve	The total number of shares that may be issued pursuant to awards granted under the 2024 Plan will be limited to 4,100,000 shares (representing an increase of 2,000,000 shares over the 2,100,000 shares originally approved under the 2024 Plan).
Responsible Share Counting Provisions	The 2024 Plan does not permit “liberal share recycling.” Only awards that are cancelled, forfeited, or paid only in cash can be added back to the 2024 Plan’s share reserve. Shares withheld to satisfy a tax withholding obligation or pay the exercise price of a stock option will not be added back to the 2024 Plan’s share reserve, and neither will any shares repurchased by the Company using stock option proceeds.
Minimum Vesting Periods	The 2024 Plan generally requires that awards be granted with a minimum vesting period of at least one year for full vesting of the award (or, for non-employee directors, a period of at least 50 weeks ending on the date of the next annual meeting of stockholders). However, 5% of the total number of shares authorized for issuance under the 2024 Plan may be used without imposing this minimum vesting requirement.

Feature	Description
Director Compensation Limit	The 2024 Plan includes an annual limit on compensation of our non-employee directors (other than our Chair and Vice Chair). Specifically, the aggregate grant date fair value of all awards granted to a non-employee director (other than a Chair or Vice Chair of the Board) under the 2024 Plan during any single fiscal year, together with any cash compensation earned by that non-employee director during the fiscal year, may not exceed $750,000.
No “Liberal” Change of Control Definition	The 2024 Plan does not include a “liberal” change of control definition, which means that a change of control must actually occur in order for the change of control provisions of the 2024 Plan to apply.
Double-Trigger Vesting	The 2024 Plan provides that, in the event of a change of control, awards generally will vest on a “double-trigger” basis. That is, if the awards are assumed or substituted by the acquiring or surviving company, they generally will continue to be subject to the original vesting schedule, except that vesting generally will accelerate as provided in the 2024 Plan in the event of a qualifying termination of employment within two years after the change of control. If awards are not assumed or substituted by the acquiring or surviving company, they generally will become vested upon the change of control as provided in the 2024 Plan.
No Repricing of Stock Options or SARs Without Stockholder Approval	The 2024 Plan does not permit the “repricing” of stock options or stock appreciation rights without stockholder approval. This includes repricing by exchange for cash or a new or different type of award.
Clawback Policy	Awards granted under the 2024 Plan are subject to recovery (or “clawback”) pursuant to our compensation recovery policy as in effect from time to time.
No Discounted Stock Options or SARs	The 2024 Plan does not permit the use of “discounted” stock options or stock appreciation rights, which means that such awards must be granted with an exercise price or base price at least equal to the fair market value of a share on the date of grant.
Administered by an Independent Committee	The 2024 Plan is generally administered by the Compensation Committee. However, the Board will approve awards to non-employee members of the Board. The Compensation Committee and the Board may also delegate authority under the 2024 Plan as permitted by applicable law.

Summary of the 2024 Plan

The following is a summary of the 2024 Plan, as amended and restated, which is qualified in its entirety by the full text of the amended and restated 2024 Plan attached to this proxy statement as Annex B.

Eligibility and Types of Awards

The 2024 Plan authorizes the grant of equity-based and cash-based compensation awards to those officers and employees of, and consultants to, the Company and its subsidiaries who are selected by the Compensation Committee, and the 2024 Plan also authorizes the Board to grant awards to the non-employee directors of the Company. Awards under the 2024 Plan may be granted in the form of stock options, stock appreciation rights (or “SARs”), restricted shares, restricted share units, and other share-based awards. As of the Record Date, approximately eight non-employee directors, 800 employees and 50 consultants are eligible to be selected to receive awards under the 2024 Plan. Individuals selected to receive awards under the 2024 Plan are referred to as “participants.”

Administration

The Compensation Committee, which is comprised of non-employee directors, generally administers awards granted under the 2024 Plan. To the extent permitted by applicable law, the Compensation Committee or the Board may delegate its authority to one or more employees or directors of the Company. Further, the Board has reserved to itself the authority to grant awards to the non-employee members of the Board, and the Board may reserve to itself any of the Compensation Committee’s other authority and may act as the administrator of the 2024 Plan.

Shares Available

If our stockholders approve the amended and restated 2024 Plan, the total number of shares that may be delivered under the 2024 Plan (subject to adjustments as described below) will be increased by 2,000,000 shares (from 2,100,000 to 4,100,000 shares), all of which may be issued pursuant to awards of incentive stock options. Shares tendered or withheld to pay the exercise price of a stock option or to cover tax withholding will not be added back to the number of shares available under the 2024 Plan. Upon exercise of any stock appreciation right that may be settled in shares, the full number of shares subject to that award will be counted against the number of shares available under the 2024 Plan, regardless of the number of shares used to settle the stock appreciation right upon exercise. To the extent that any award under the 2024 Plan or any award granted under its predecessor, the Company’s 2015 Equity Incentive Plan (the “2015 Plan”), is forfeited, or any option or stock appreciation right terminates, expires or lapses without being exercised, the shares subject to such awards granted but not delivered will be added to the number of shares available for awards under the 2024 Plan. Shares available for awards under the 2024 Plan may consist of authorized and unissued shares, treasury shares (including shares purchased by the Company in the open market), or a combination of the foregoing.

Director Compensation Limit

The 2024 Plan provides that the aggregate grant date fair value of all awards granted to a non-employee director (other than a Chair or Vice Chair of the Board) under the 2024 Plan during any single fiscal year, together with any cash compensation earned by that non-employee director during the fiscal year, may not exceed $750,000.

Stock Options

Subject to the terms and provisions of the 2024 Plan, options to purchase shares may be granted to participants at any time and from time to time as determined by the Compensation Committee. Options may be granted as incentive stock options (to employees only) or as nonqualified stock options. The Compensation Committee will determine the number of options granted to each recipient. Each option grant will be evidenced by an award agreement that specifies whether the options are intended to be incentive stock options or nonqualified stock options and such additional limitations, terms, and conditions as the Compensation Committee may determine, consistent with the provisions of the 2024 Plan.

The exercise price for each stock option may not be less than 100% of the fair market value of a share on the date of grant, and each stock option shall have a term no longer than 10 years. As of the Record Date, the fair market value per share of the Company’s common stock was $30.39. Stock options granted under the 2024 Plan may be exercised by such methods and procedures as determined by the Compensation Committee from time to time.

Stock Appreciation Rights

The Compensation Committee, in its discretion, may grant SARs to participants under the 2024 Plan. A SAR entitles the holder to receive from the Company, upon exercise, an amount equal to the excess, if any, of the aggregate fair market value of a specified number of shares that are the subject of such SAR over the aggregate exercise price for the underlying shares. The exercise price for each SAR may not be less than 100% of the fair market value of a share on the date of grant, and each SAR shall have a term no longer than 10 years.

We may make payment in settlement of the exercise of a SAR by delivering shares, cash, or a combination of shares and cash as set forth in the applicable award agreement. Each SAR will be evidenced by an award agreement that specifies the date and terms of the award and such additional limitations, terms, and conditions as the Compensation Committee may determine, consistent with the provisions of the 2024 Plan.

Restricted Shares

Under the 2024 Plan, the Compensation Committee may grant or sell restricted shares to participants (i.e., shares that are subject to a substantial risk of forfeiture based on continued service to the Company and/or the achievement of performance objectives, and that are subject to restrictions on transferability). Except for these restrictions and any others imposed by the Compensation Committee, upon the grant of restricted shares, the recipient generally will have rights of a stockholder with respect to the restricted shares, including the right to vote the restricted shares and to receive dividends and other distributions paid or made with respect to the restricted shares. However, any dividends payable with respect to unvested restricted shares will be accumulated or reinvested in additional restricted shares on a contingent basis, subject to forfeiture until the vesting of the underlying award. During the applicable restriction period, the participant may not sell, transfer, pledge, exchange, or otherwise encumber the restricted shares. Each award of restricted shares will be evidenced by an award agreement that specifies the terms of the award and such additional limitations, terms and conditions, which may include restrictions based upon the achievement of performance objectives, as the Compensation Committee may determine.

Restricted Share Units

The Compensation Committee may grant or sell restricted share units to participants under the 2024 Plan. Restricted share units constitute an agreement to deliver shares (or an equivalent value in cash) to the participant at the end of a specified restriction period and/or upon the achievement of specified performance objectives, subject to such other terms and conditions as the Compensation Committee may specify, consistent with the provisions of the 2024 Plan. Restricted share units are not shares of common stock and do not entitle the participants to any of the rights of a stockholder. Restricted share units will be settled, in cash or shares, in an amount based on the fair market value per share on the settlement date. Each restricted share unit award will be evidenced by an award agreement that specifies the terms of the award and such additional limitations, terms, and conditions as the Compensation Committee may determine, which may include restrictions based upon the achievement of performance objectives.

Other Share-Based Awards

The Compensation Committee may grant other share-based awards to participants under the 2024 Plan. Other share-based awards are awards that are valued in whole or in part by reference to shares or are otherwise based on the value of our common stock, such as unrestricted shares or time-based or performance-based units that are settled in shares and/or cash. Each other share-based award will be evidenced by an award agreement that specifies the terms of the award and such additional limitations, terms and conditions as the Compensation Committee may determine, consistent with the provisions of the 2024 Plan.

Dividend Equivalents

As determined by the Compensation Committee in its discretion, awards (other than stock options and stock appreciation rights) may provide the participant with a deferred and contingent right to receive dividend equivalents, either in cash or in additional shares. Any such dividend equivalents will be accumulated or deemed reinvested on a contingent basis, subject to forfeiture until such time as the underlying award becomes vested (including, where applicable, vesting based on the achievement of performance objectives). No dividend equivalents may be granted with respect to shares underlying any stock option or SAR.

Performance Objectives

The Compensation Committee may establish performance objectives in connection with any award granted under the 2024 Plan. Any such performance objectives may relate to the performance of the Company or one or more of our subsidiaries, divisions, departments, units, functions, partnerships, joint ventures or minority investments, product lines or products, or the performance of an individual participant, and performance objectives may be made relative to the performance of a group or companies or a special index of companies. Any such performance objectives will be based on the achievement of one or more criteria selected by the Compensation Committee, which may include (but shall not be limited to) the following: (i) revenue; (ii)  earnings before interest, taxes, depreciation, and amortization, as adjusted (EBITDA as adjusted); (iii) income before income taxes and minority interests; (iv) operating income; (v)  pre- or after-tax income; (vi) average accounts receivable; (vii) cash flow; (viii) cash flow per share; (ix) net earnings; (x) basic or diluted earnings per share; (xi) return on equity; (xii) return on assets; (xiii) return on capital; (xiv) growth in assets; (xv) economic value added; (xvi) share price performance; (xvii) total stockholder return; (xviii) improvement or attainment of expense levels; (xix) market share or market penetration; (xx) business expansion, and/or acquisitions or divestitures; or (xxi) environmental, social, or governance metrics.

Minimum Vesting Period

The 2024 Plan generally provides for awards to be granted with a minimum vesting period of at least one year for full vesting of the award (or, for non-employee directors, a period of at least 50 weeks ending on the date of the next annual meeting of stockholders). However, up to 5% of the total number of shares authorized for issuance under the 2024 Plan may be issued pursuant to awards that do not meet this minimum vesting requirement. Further, awards granted under the 2024 Plan may be scheduled to vest in installments during the applicable vesting period, and the Compensation Committee may provide for accelerated vesting of awards at any time.

Change of Control

The 2024 Plan provides that, except as otherwise may be provided in an award agreement or in another written agreement with the participant, awards granted under the 2024 Plan will be subject to “double-trigger” vesting in the event of a change of control. That is, awards that are assumed or substituted by the acquiring or surviving company in connection with a change of control will continue to be subject to the original vesting schedule, except that vesting will accelerate (at the “target” level, in the case of awards subject to performance objectives) in the event of a qualifying termination of employment within two years after the change of control (by the Company without “cause” or, if the employee is a party to a written agreement with the Company that defines “good reason”, by the employee for good reason. On the other hand, awards that are not assumed or substituted by the acquiring or surviving company in connection with a change of control will become vested in full (at the “target” level, in the case of awards subject to performance objectives) upon the change of control. The detailed definition of cause is contained in the 2024 Plan, which is attached to this proxy statement as Annex B.

The 2024 Plan generally defines a change of control to include: (i) the acquisition of more than 50% of the Company’s voting securities, (ii) the replacement of a majority of the incumbent members of the Board in a 24-month period, (iii) a merger or consolidation, unless the Company’s stockholders own more than 50% of voting securities of the resulting corporation, or (iv) sale of all or substantially of the Company’s assets in a transaction requiring stockholder approval. The 2024 Plan, attached to this proxy statement as Annex B, contains the complete, detailed definition of change of control.

Adjustments

In the event of any equity restructuring, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, the Compensation Committee will adjust the number and kind of shares that may be delivered under the 2024 Plan, the number and kind of shares subject to outstanding awards and the exercise price or other price of shares subject to outstanding awards, to prevent dilution or enlargement of rights. In the event of any other change in corporate capitalization, such as a merger, consolidation, or liquidation, the Compensation Committee may, in its discretion, make such an equitable adjustment, to prevent dilution or enlargement of rights. However, unless otherwise determined by the Compensation Committee, we will always round down to a whole number of shares subject to any award. Moreover, in the event of any such transaction or event, the Compensation Committee, in its discretion, may provide in substitution for any or all outstanding awards such alternative consideration (including cash) as it, in good faith, may determine to be equitable in the circumstances and may require in connection therewith the surrender of all awards so replaced.

The Compensation Committee, in its sole discretion, may also provide at any time for the exercisability of outstanding stock options and SARs, the lapse of time-based vesting restrictions, and the satisfaction of performance objectives applicable to outstanding awards, or the waiver of any other limitation or requirement under any awards.

Transferability

Except as the Compensation Committee otherwise determines, awards granted under the 2024 Plan will not be transferable by a participant other than by will or the laws of descent and distribution. Except as otherwise determined by the Compensation Committee, stock options and SARs will be exercisable during a participant’s lifetime only by him or her or, in the event of the participant’s incapacity, by his or her guardian or legal representative. Any award made under the 2024 Plan may provide that any shares issued as a result of the award will be subject to further restrictions on transfer.

No Repricing of Stock Options or Stock Appreciation Rights

Except in connection with an adjustment or change of control (both discussed above), the Compensation Committee may not authorize the amendment of any outstanding stock option or stock appreciation right to reduce its exercise price, and no outstanding stock option or stock appreciation right may be cancelled in exchange for cash or other awards, or cancelled in exchange for stock options or stock appreciation rights having a lower exercise price, or cancelled in exchange for cash, without the approval of our stockholders.

Compensation Recovery Policy

Awards granted under the 2024 Plan shall be subject to forfeiture or recoupment pursuant to the Company’s Compensation Recovery Policy as in effect from time to time, or any successor compensation recovery (or “clawback”) policy.

Stock Ownership Guidelines

Awards granted under the 2024 Plan to directors and covered executives will be subject to any applicable stock ownership guidelines as in effect from time to time, including any stock retention requirements that may apply under those guidelines.

Term of the 2024 Plan; Amendment and Termination

If the amended and restated 2024 Plan is approved by the Company’s stockholders, the term of the 2024 Plan will be extended by approximately one year, from February 27, 2034 until March 25, 2035, or until such earlier date as the Board may decide to terminate the 2024 Plan. The Board may, without stockholder approval, amend or terminate the 2024 Plan, except in any respect as to which stockholder approval is required by the 2024 Plan, by law, regulation, or the rules of an applicable stock exchange.

Federal Income Tax Consequences

The following is a summary of certain U.S. federal income tax consequences of awards made under the 2024 Plan, based upon the laws in effect on the date hereof. The discussion is general in nature and does not take into account a number of considerations that may apply in light of the circumstances of a particular participant under the 2024 Plan. The income tax consequences under applicable foreign, state and local tax laws may not be the same as under U.S. federal income tax laws.

Non-Qualified Stock Options

A participant will not recognize taxable income at the time of grant of a non-qualified stock option. A participant will recognize compensation taxable as ordinary income (and subject to income tax withholding for employees) upon exercise of a non-qualified stock option equal to the excess of the fair market value of the shares purchased over their exercise price.

Incentive Stock Options

A participant will not recognize taxable income at the time of grant of an incentive stock option. A participant will not recognize taxable income (except for purposes of the alternative minimum tax) upon exercise of an incentive stock option. If the shares acquired by exercise of an incentive stock option are held for the longer of two years from the date the option was granted and more than one year from the date the shares were transferred, any gain or loss arising from a subsequent disposition of such shares will be taxed as long-term capital gain or loss. If, however, such shares are disposed of within either of such two- or one-year periods, then in the year of such disposition the participant will recognize compensation taxable as ordinary income equal to the excess of the lesser of the amount realized upon such disposition and the fair market value of such shares on the date of exercise over the exercise price.

Stock Appreciation Rights

A participant will not recognize taxable income at the time of grant of a SAR. Upon exercise, a participant will recognize compensation taxable as ordinary income (and subject to income tax withholding for employees) equal to the fair market value of any shares delivered and the amount of cash paid upon exercise of the SAR.

Restricted Shares

A participant will not recognize taxable income at the time of grant of restricted shares, unless the participant makes an election under Section 83(b) of the Internal Revenue Code to be taxed at such time. If such election is made, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding for employees) at the time of the grant equal to the excess of the fair market value of the shares at such time over the amount, if any, paid for the restricted shares. If such election is not made, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding for employees) at the time the restrictions lapse in an amount equal to the excess of the fair market value of the shares at such time over the amount, if any, paid for the restricted shares.

Restricted Share Units

A participant will not recognize taxable income at the time of grant of a restricted share unit award. A participant will recognize compensation taxable as ordinary income (and subject to income tax withholding for employees) at the time of settlement of the award equal to the fair market value of any shares delivered and the amount of cash paid upon settlement of the award.

Other Share-Based Awards

Generally, participants will recognize taxable income at the time of settlement of other share-based awards, with the amount of income recognized generally being equal to the amount of cash and the fair market value of any shares delivered under the award.

Tax Deductibility of Compensation Provided Under the 2024 Plan

When a participant recognizes ordinary compensation income as a result of an award granted under the 2024 Plan, the Company may be permitted to claim a federal income tax deduction for such compensation, subject to various limitations that may apply under applicable law. As a result of those limitations, there can be no assurance that any compensation awarded or paid under the 2024 Plan will be deductible, in whole or in part. For example, Section 162(m) of the Internal Revenue Code generally disallows the deduction of compensation in excess of $1 million per year payable to certain “covered employees.” As a result, all or a portion of the compensation paid to one of our covered employees pursuant to the 2024 Plan may be non-deductible pursuant to Section 162(m).

Further, to the extent that compensation provided under the 2024 Plan may be deemed to be contingent upon a change of control, a portion of such compensation may be non-deductible by the Company under Section 280G of the Internal Revenue Code and may be subject to a 20% excise tax imposed on the recipient of the compensation.

Section 409A

Section 409A of the Internal Revenue Code imposes additional tax upon the payment of nonqualified deferred compensation unless certain requirements are met. We intend that awards granted under the 2024 Plan will be designed and administered in such a manner that they are either exempt from the application of, or comply with, the requirements of Section 409A. However, the Company does not warrant the tax treatment of any award under Section 409A or otherwise.

This general discussion of U.S. federal income tax consequences is intended for the information of stockholders considering how to vote with respect to this proposal and not as tax guidance to participants in the 2024 Plan. Different tax rules may apply to specific participants and transactions under the 2024 Plan.

Registration with the SEC

The Company intends to file a Registration Statement on Form S-8 relating to the additional shares reserved for issuance under the 2024 Plan with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, as soon as practicable after approval of the 2024 Plan by the Company’s stockholders.

Plan Benefits

It is not possible to determine specific amounts and types of awards that may be awarded in the future under the 2024 Plan because the grant of awards under the 2024 Plan is discretionary.

THE BOARD RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE ASTRANA HEALTH, INC. AMENDED AND RESTATED 2024 EQUITY INCENTIVE PLAN.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following sets forth the names, positions, ages, and other information regarding our executive officers as of the Record Date. Dr. Kenneth Sim’s background is described above under “Background of Directors.”

Brandon K. Sim, M.S.

Chief Executive Officer and President

Age: 31

Mr. Sim is the Chief Executive Officer and President at Astrana, where he leads the Company in its mission to enable providers in delivering accessible, high-quality, and high-value care to all. He leads the healthcare delivery transformation effort for physicians and patients and oversees the Company’s strategy, growth, operations, and technology innovation. Mr. Sim previously served as the Company’s Co-Chief Executive Officer from November 2021 to January 2024 and also served as Chief Operating Officer, Chief Technology Officer, and Vice President of Engineering since joining Astrana in 2019. Prior to joining Astrana, Mr. Sim served as Quantitative Researcher at Citadel Securities from 2015 to 2019. From 2012 to 2015, Mr. Sim co-founded and served as Chief Technology Officer at Theratech, a medical device company focused on developing a low-cost, simple-to-use patch for automated drug delivery. Mr. Sim serves as a board member for a private healthcare technology company and previously served as a board member of Cardio Diagnostics Holdings, Inc. from October 2022 to December 2023. Mr. Sim received his M.S. in Computer Science and Engineering as well as his B.A. in Statistics and Physics with high honors from Harvard University.

Chandan Basho, M.B.A.

Chief Operating Officer, Chief Financial Officer, and Corporate Secretary

Age: 43

Mr. Basho is the Chief Operating Officer and Chief Financial Officer at Astrana, where he leads the development and execution of the Company’s operations, finance and strategy along with improving operating discipline to ensure the Company’s ability to scale successfully. With over 15 years of experience in strategy, finance, and operations at reputable healthcare companies, Mr. Basho brings a wealth of knowledge and expertise to this role. Mr. Basho previously served as the Company’s Chief Financial Officer and Chief Strategy Officer from May 2023 to January 2024 and as Interim Chief Financial Officer and Chief Strategy Officer from May 2022 to May 2023. Prior to joining Astrana Health, he served as Vice President of Strategy and Corporate Development at Alignment Healthcare, a consumer-centric platform focused on the healthcare experience for seniors, and Chief Financial Officer at Alsana, a private equity-backed behavioral health company. Mr. Basho also held various positions at companies in the DaVita medical group, a health care provider, including HealthCare Partners and DaVita Kidney Care. Mr. Basho received a bachelor’s degree in Bioengineering from the University of California, Berkeley, and an M.B.A. from the Wharton School at the University of Pennsylvania.

Dinesh Kumar, M.D.

Chief Medical Officer

Age: 57

Dr. Kumar was appointed the Chief Medical Officer at Astrana in January 2024. Dr. Kumar is a visionary healthcare leader with over 25 years of healthcare experience and has spent his career transforming healthcare for the better, across clinical, provider group, and payer settings. Prior to his appointment as Chief Medical Officer of Astrana, Dr. Kumar served as Chief Medical and Chief Operating Officer at Alignment Healthcare, a consumer-centric platform focused on the healthcare experience for seniors. Before that, Dr. Kumar led value-based care and population health efforts as Senior Vice President of Clinical Transformation at DaVita, a health care provider. Prior, he served as Chief Medical Officer of HealthCare Partners, an integrated health care delivery and management company, within the California market. Dr. Kumar received his medical degree from the University of Madras and completed his residency in internal medicine at Howard University. He then completed his fellowship in pulmonary and critical care medicine at Harbor-UCLA Medical Center and completed a Health Care Leadership Program at the University of California-San Francisco.

EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors of Astrana Health, Inc. has reviewed and discussed the Compensation Discussion and Analysis set forth in this proxy statement with management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

	Compensation Committee

	Mitchell W. Kitayama (Chairman)
	David Schmidt
	John Chiang

COMPENSATION DISCUSSION AND ANALYSIS

Overview

This Compensation Discussion and Analysis (“CD&A”) explains the material elements of the compensation awarded to, earned by, or paid to the executive officers named in the Summary Compensation Table below during 2024, who we refer to as our “named executive officers.” For the 2024 fiscal year, our named executive officers and their positions were as follows:

Name		Position
Kenneth Sim, M.D.		Executive Chairman
Brandon K. Sim, M.S.⁽¹⁾		Chief Executive Officer and President
Thomas S. Lam, M.D., M.P.H.⁽²⁾		Vice Chairman (former President and Co-Chief Executive Officer)
Chandan Basho, M.B.A.⁽³⁾		Chief Financial Officer, Chief Operating Officer, and Corporate Secretary
Dinesh Kumar, M.D.⁽⁴⁾		Chief Medical Officer
Albert Young, M.D., M.P.H.⁽⁵⁾		Senior Vice President of Health Affairs (former Chief Administrative Officer)

(1)

Brandon K. Sim, M.S., was named President and Chief Executive Officer effective January 19, 2024. Prior to that date, Mr. Sim served as Co-Chief Executive Officer.

(2)

Thomas S. Lam, M.D., M.P.H., retired as President and Co-Chief Executive Officer and was appointed Vice Chairman of the Board of Directors effective January 19, 2024. While Dr. Lam ceased to serve as an executive officer on January 19, 2024, he is included as a named executive officer for 2024 because he served as President and Co-Chief Executive Officer for a portion of the fiscal year.

(3)

Prior to January 19, 2024, Chandan Basho, M.B.A., served as Chief Financial Officer, Chief Strategy Officer, and Corporate Secretary.

(4)

Dinesh Kumar, M.D., was appointed Chief Medical Officer effective January 23, 2024.

(5)

Albert Young, M.D., M.P.H., transitioned from his position as Chief Administrative Officer to a new role as Senior Vice President of Health Affairs, effective April 23, 2024. While Dr. Young ceased to serve as an executive officer on April 23, 2024, he is included as a named executive officer for 2024 due to his service as Chief Administrative Officer for a portion of the fiscal year.

Executive Summary

We are a leading provider-centric, technology-powered, risk-bearing healthcare company. Leveraging our proprietary end-to-end technology solutions, we operate an integrated healthcare delivery platform that enables providers to successfully participate in value-based care arrangements, thus empowering them to deliver accessible, high-quality care to patients in a cost-effective manner. We, together with our affiliated physician groups and consolidated entities, provide coordinated outcomes-based medical care serving patients in California, Nevada, Texas, Maryland, Connecticut, Georgia, and Hawaii, the majority of whom are covered by private or public insurance provided through Medicare, Medicaid, and health maintenance organizations (“HMOs”), with a small portion of our revenue coming from non-insured patients. We provide care coordination services to each major constituent of the healthcare delivery system, including patients, families, primary care physicians, specialists, acute care hospitals, alternative sites of inpatient care, physician groups, and health plans. Our physician network consists of primary care physicians, specialist physicians, physician and specialist extenders, and hospitalists. Led by a leadership team with several decades of experience, we have built a company and culture focused on physicians providing high-quality medical care, population health management, and care coordination for patients. Through our integrated health network of more than 10,000 contracted physicians, we are responsible for coordinating value-based care for approximately 1.1 million patients as of December 31, 2024. As a result, we believe we are well-positioned to take advantage of the shift in the U.S. healthcare industry toward providing value-based and results-oriented healthcare with a focus on patient satisfaction, high-quality care, and cost efficiency.

2024 Business Overview

The year ended December 31, 2024 reinforced our strong momentum to deliver high-quality, high-value, and accessible care to communities nationwide. In 2024, we expanded our footprint significantly while delivering strong financial performance across both the top and bottom lines. Our ability to execute and sustain rapid growth—even amid a complex macroeconomic environment, challenging reimbursement dynamics, and shifting utilization trends —underscores the strength of our model and the discipline of our execution. Our success is built on the consistent execution against our strategic roadmap which consists of expanding access to high-quality care for more Americans, deepening our alignment with patient outcomes through responsible risk progression in our value-based contracts, delivering excellent patient outcomes and improving care quality while effectively managing costs, and driving operational excellence across our organization through our proprietary Care Enablement platform. Key 2024 financial and operational highlights included:

Financial:

●

Total revenue of $2,03

SEC Form DEF 14A filed by Astrana Health Inc.