Not independent
Tenure on this board
4.5 yrs
3 nominees · 4 ballot items.
Four proposals: election of three Class II directors; ratification of BDO USA, P.C. as independent auditors; advisory approval of named executive officer compensation (say-on-pay); and approval, under Nasdaq Rule 5635(d), to issue up to 3,341,130 shares of Class A common stock upon exercise of warrants held by VBC Growth SPV 5, LLC.
Elect Amir Bacchus, M.D., Mark Thierer and Lawrence B. Leisure as Class II Directors to serve until the 2029 Annual Meeting.
Ratify the appointment of BDO USA, P.C. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Advisory (non-binding) vote to approve the compensation of the Company's named executive officers as disclosed in the proxy statement.
This advisory proposal asks stockholders to approve, on a non-binding basis, the compensation paid to the named executive officers as disclosed in the proxy statement. Management is seeking an affirmative advisory vote to confirm stockholder support for its overall compensation philosophy, policies and practices, though the vote will not legally bind the Company or the Board. The Compensation and Nominating Committee will treat the result as important feedback and incorporate the outcome when making future pay decisions, providing a governance mechanism that ties executive pay to stockholder sentiment. The Company’s executive compensation includes base salaries, potential cash bonuses tied to performance metrics (revenue, operating expense, Adjusted EBITDA), equity awards with service and performance vesting conditions, and customary benefits; in 2025 the named executive officers did not earn annual bonuses based on target metrics. Given the sizeable prior equity grants (notably in 2024 for the CEO) and the pay-versus-performance disclosures, the advisory vote offers investors a chance to voice approval or concern about how pay aligns with realized company performance and recent compensation actions. The Board’s recommendation FOR is grounded in the Compensation Committee’s view that the packages are designed to recruit and retain experienced executives and align incentives with long-term value creation, while the non-binding nature preserves the Board’s flexibility to adjust programs. Vote outcomes can nevertheless prompt substantive changes — a strong negative vote could lead to review and redesign of pay elements, increased engagement with investors, or disclosure changes. In the context of P3, with recent financing and liquidity pressures reflected in the proxy (including financings with related parties), the say-on-pay outcome will be a key data point for assessing governance, pay-for-performance alignment and investor confidence. Overall, the proposal is a standard governance item that serves as an important signal of investor sentiment about executive compensation practices at the Company.
Approve, under Nasdaq Listing Rule 5635(d), the issuance of up to 3,341,130 shares of Class A common stock upon exercise of outstanding Class A common stock warrants held by VBC Growth SPV 5, LLC.
This proposal requests shareholder approval under Nasdaq Listing Rule 5635(d) to permit issuance of up to 3,341,130 shares of Class A common stock upon exercise of warrants issued to VBC Growth SPV 5, LLC as part of a May 2025 financing that provided P3 LLC with up to $70 million of availability in three tranches. Management is seeking approval because Nasdaq requires shareholder approval where issuance of equity (or securities convertible into equity) could equal 20% or more of outstanding shares at a price below the Minimum Price; absent approval the warrants cannot be exercised. The financing and warrants were approved initially by an independent, disinterested director committee, reflecting an attempt to mitigate conflicts because VBC 5 is managed by an affiliate of the Company’s principal stockholder (Chicago Pacific Founders). The Board recommends FOR based on contemporaneous liquidity needs and the potential to realize approximately $19.5 million in gross proceeds upon full exercise of the warrants, which management intends to use for working capital and general corporate purposes. Material governance considerations include dilution to existing shareholders, the potential adverse effect on the trading price if exercised shares enter the market, and related-party optics because VBC 5 is affiliated with a major shareholder; P3 has contractual caps limiting VBC-related beneficial ownership to 49.99% post-exercise and entered into a subordination agreement that affects interest payment structure. The Board evaluated these trade-offs, including the Promissory Note terms (high interest, in-kind payment option, prepayment/back-end fees) and the economic benefits of immediate funding versus long-term dilution, and determined shareholder approval was appropriate. From an investor-analytics perspective, approving the proposal enables management to convert negotiated financing into potential cash proceeds, but investors should weigh the dilution, the strategic relationship with CPF-affiliated lenders/investors, and the Company’s liquidity trajectory when assessing the merits. If stockholders withhold approval, the Company must reconvene further special meetings to seek approval, creating execution risk and potential covenant or financing complications.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 1.0% | 70,627 | $218K |
| 2 | Trinity Financial Advisors LLC | 0.4% | 27,057 | $83K |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 0.3% | 23,209 | $71K |
| 4 | Diversified Trust Co | 0.3% | 20,316 | $63K |
| 5 | Corient Private Wealth LLC | 0.3% | 19,837 | $61K |
| 6 | NINE MASTS CAPITAL Ltd | 0.2% | 17,964 | $55K |
| 7 | HRT FINANCIAL LP | 0.2% | 15,092 | $46K |
| 8 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 0.2% | 13,371 | $41K |
| 9 | Lido Advisors, LLC | 0.1% | 10,748 | $33K |
| 10 | BlackRock, Inc. | 0.1% | 7,637 | $24K |
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