PROPOSAL 1: ELECTION OF SEVEN DIRECTORS
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OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION OF EACH OF THE DIRECTOR NOMINEES LISTED BELOW. |
General
Our Third Amended and Restated Certificate of Incorporation (our Certificate of Incorporation) provides for the annual election of
directors. As a result, each member of our Board of Directors will be elected each year.
On the recommendation of the nominating and
corporate governance committee of our Board of Directors, our Board of Directors, including its independent directors, selected and approved Brad Hively, Richard Barasch, Karen Johnson, Mohit Kaushal, Anne McGeorge, Maeve OMeara and Ravi Sarin
as nominees for election as directors, being elected at the Annual Meeting, each to serve for a term of one year, expiring at the 2023 annual meeting of the stockholders or until his successor is duly appointed or elected and qualified or until his
or her earlier death, resignation or removal. We are not aware of any arrangements or understandings between the director nominees and any other person pursuant to which such persons were selected as a director nominee.
Each of Brad Hively, Richard Barasch, Karen Johnson, Mohit Kaushal, Anne McGeorge, Maeve OMeara and Ravi Sarin currently serve as
members of our Board of Directors and have agreed to serve if elected. In the event the nominees named herein are unable to serve or decline to serve at the time of the Annual Meeting, the persons named in the enclosed proxy will exercise
discretionary authority to vote for substitutes. Unless otherwise instructed, the proxy holders will vote the proxies received by them FOR the nominees. The proxy cannot be voted for a greater number of persons than seven.
Recommendation of the Board of Directors
Our Board of Directors unanimously recommends that the stockholders vote FOR the election of the director nominees, Brad Hively, Richard
Barasch, Karen Johnson, Mohit Kaushal, Anne McGeorge, Maeve OMeara and Ravi Sarin. Unless otherwise instructed, the proxy holders will vote the proxies received by them FOR the election of all the director nominees.
Directors and Nominees
The following
table and biographical information sets forth certain information about Brad Hively, Richard Barasch, Karen Johnson, Mohit Kaushal, Anne McGeorge, Maeve OMeara and Ravi Sarin. Such information is current as of May 16, 2022. The
information presented below for each director includes the specific experience, qualifications, attributes and skills that led us to the conclusion that such director should be nominated to serve on our Board of Directors in light of our business.
There is no family relationship between any of our executive officers, directors, or director nominees. Each director has served as a director of the company since November 12, 2021. We were originally incorporated in Delaware on
November 19, 2019 as a special purpose acquisition company (f/k/a DFP Healthcare Acquisition Corp.). On November 12, 2021, we consummated our business combination with TOI Parent, Inc. (the Business Combination). In connection
with the closing of the Business Combination, TOI Parent, Inc. (Legacy TOI) became our wholly owned subsidiary and we changed our name to The Oncology Institute, Inc.
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Name |
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Age |
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Position |
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Brad Hively |
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43 |
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Chief Executive Officer and Director |
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Richard Barasch |
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68 |
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Director |
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Karen Johnson |
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61 |
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Director |
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Mohit Kaushal |
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43 |
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Director |
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Anne McGeorge |
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61 |
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Director |
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Maeve OMeara |
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40 |
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Director |
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Ravi Sarin |
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40 |
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Director |
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