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

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

The Oncology Institute, Inc.

(Name of Registrant as Specified In Its Charter)

NOT APPLICABLE

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

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

18000 Studebaker Rd., Suite 800

Cerritos, California 90703

LETTER TO STOCKHOLDERS

April 28, 2023May 3, 2024

Dear Stockholder:

You are cordially invited to attend this year’s annual meeting of stockholders of The Oncology Institute, Inc. on June 15, 2023,13, 2024, at 11:00 A.M. Pacific Time. The annual meeting will be a completely “virtual” meeting. You will be able to attend the annual meeting, as well as vote and submit your questions during the live webcast of the meeting, by visiting www.proxydocs.com/TOI and entering the control number included on your proxy card or in the instructions that accompany your proxy materials.

Details regarding admission to the annual meeting and the business to be conducted at the annual meeting are described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.

Whether or not you plan to attend the annual meeting, your vote is important and we encourage you to vote promptly. You may vote by either marking, signing and returning the enclosed proxy card or using the telephone or internet voting.voting on the internet. For specific instructions on voting, please refer to the instructions on your enclosed proxy card. If you attend the annual meeting you will have the right to revoke the proxy and vote your shares virtually at the meeting. If you hold your shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from your brokerage firm, bank or other nominee to vote your shares.

Sincerely yours,

DANIEL VIRNICH

CHIEF EXECUTIVE OFFICER

THE ONCOLOGY INSTITUTE, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 15, 202313, 2024

In accordance with rules and regulations adopted by the Securities and Exchange Commission (the “SEC”), we have elected to furnish our proxy materials to stockholders by providing access to the materials on the Internet. Accordingly, a Notice of Internet Availability of Proxy Materials (the “Internet Availability Notice”) has been mailed to the majority of our stockholders, while other stockholders will instead receive paper copies of the documents accessible on the Internet. We will first send and/or make available this Proxy Statement and the form of proxy for our 20232024 Annual Meeting of Stockholders (the “Annual Meeting”) to our stockholders on or about April 28, 2023.May 3, 2024. It is important that your shares be represented and voted whether or not you plan to attend the Annual Meeting. If you are the registered holder of your shares and are viewing the proxy statement on the Internet, you may grant your proxy electronically via the Internet by following the instructions on the Internet Availability Notice previously mailed to you and the instructions listed on the Internet site. If you are receiving a paper copy of the proxy statement, you may vote by completing and mailing the proxy card enclosed with the proxy statement, or you may grant your proxy electronically via the Internet or by telephone by following the instructions on the proxy card. If your shares are held in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should review the Notice of Internet Availability of Proxy Materials used by that firm to determine whether and how you will be able to submit your proxy by telephone or over the Internet. Submitting a proxy over the Internet, by telephone or by mailing a proxy card will ensure your shares are represented at the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available for examination by stockholders of record during the Annual Meeting.

THE ONCOLOGY INSTITUTE, INC.

BY ORDER OF THE BOARD OF DIRECTORS

DANIEL VIRNICH

CHIEF EXECUTIVE OFFICER

Cerritos, California

Dated: April 28, 2023May 3, 2024

TABLE OF CONTENTS

THE ONCOLOGY INSTITUTE, INC.

18000 Studebaker Rd., Suite 800

Cerritos, California 90703

PROXY STATEMENT SUMMARY

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board of Directors” or the “Board”) of The Oncology Institute, Inc., a Delaware corporation, for use at the Annual Meeting of Stockholders. This Proxy Statement and related materials are first being sent or made available to stockholders on or about April 28, 2023.May 3, 2024. References in this Proxy Statement to “we,” “us,” “our,” or the “Company” refer to The Oncology Institute, Inc. and its consolidated subsidiaries, and references to the “Annual Meeting” are to the 20232024 annual meeting of stockholders. When we refer to the Company’s fiscal year, we mean the annual period ended on December 31, 2022.2023. This proxy statement covers our 20222023 fiscal year, which was from January 1, 20222023 through December 31, 2022,2023, or fiscal 2022.2023. This summary highlights information contained elsewhere in this proxy statement and does not contain all of the information that you should consider. You should read the entire proxy statement carefully before voting.

Our Annual Meeting

At the Annual Meeting, the stockholders of the Company will be asked to vote on the twothree proposals below. Your vote is very important. Accordingly, whether or not you plan to attend the Annual Meeting, you should vote by using one of the methods described in these proxy materials. You may vote your shares at the Annual Meeting by voting via the Internet or by telephone as described in these proxy materials or by having your shares represented at the Annual Meeting by a valid proxy. If your shares are not registered directly in your name (e.g., you hold your shares in a stock brokerage account or through a bank or other holder of record), you may vote by following the instructions detailed on the notice or voting instruction form you receive from your broker or other nominee. A list of all stockholders entitled to vote at the Annual Meeting will be available for inspection at our executive offices.

Any stockholder who executes and delivers a proxy has the right to revoke it at any time before it is exercised by delivering to the General Counsel of the Company an instrument revoking it or a duly executed

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proxy bearing a later date, or by attending the Annual Meeting and voting. Subject to revocation, the proxy holders will vote all shares represented by a properly executed proxy received in time for the Annual Meeting in

Quorum Requirements

In order to constitute a quorum for the conduct of business at the Annual Meeting, a majority of the shares of the Common Stock entitled to vote at the Annual Meeting must be present at the meeting or represented by proxy. Shares represented by proxies that reflect abstentions or broker non-votes will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum.

Required Vote

Each share of our Common Stock outstanding on the record date is entitled to one vote on each of the nine director nominees. Each share of our Common Stock outstanding on the record date is entitled to one vote on

Internet Availability Notice or the Notice of Annual Meeting, this proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 20222023 should have been provided (or otherwise made available) to you by your broker, bank or other holder of record who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by following their instructions for voting.

Emerging Growth Company Status

The Company qualifies as an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and has elected to take

PROPOSAL 1: ELECTION OF NINE DIRECTORS

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 Richard Barasch, Brad Hively, Richard Barasch,Maeve O’Meara Duke, Karen Johnson, Mohit Kaushal, Gabriel Ling, Anne McGeorge, Maeve O’Meara, Ravi Sarin, Gabriel LingMark Pacala and Mark PacalaDaniel Virnich as nominees for election as directors, being elected at the Annual Meeting, each to serve for a term of one year, expiring at the 20242025 annual meeting of the stockholders or until his or her 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.

EachEight of our nine director nominees, Richard Barasch, Brad Hively, Richard Barasch,Maeve O’Meara Duke, Karen Johnson, Mohit Kaushal, Gabriel Ling, Anne McGeorge Maeve O’Meara, Ravi Sarin, Gabriel Ling and Mark Pacala, currently servesserve as a membermembers of our Board of Directors and hasDirectors. Daniel Virnich, our Chief Executive Officer, currently does not sit on the Board of Directors. All of our nominees have agreed to serve if elected. If so 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 nine.

Required Vote

Each share of our Common Stock outstanding on the record date is entitled to one vote on each of the nine director nominees. The nominees to serve as directors will be elected by a plurality of the votes cast by the stockholders entitled to vote at the election. You may vote “For” or “Withhold” with respect to the director nominees. Votes that are withheld will be excluded entirely from the vote with respect to the nominee from which they are withheld and will have no effect on the election of directors.

Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker, bank or other nominee holding the shares as to how to vote on matters deemed “non-routine” by stock exchange rules and regulations. Proposal 1 is not a routine matter. If your shares are held in an account at a bank or brokerage firm, that bank or brokerage will not be permitted to vote your shares of Common Stock with respect to this proposal, unless you provide instructions as to how your shares should be voted. Accordingly, we encourage you to vote promptly, even if you plan to attend the virtual Annual Meeting. In tabulating the voting results for any particular proposal, shares that constitute broker non-votes are not considered entitled to vote on that proposal. Because broker non-votes are not considered entitled to vote on Proposal 1, such broker non-votes, if any, will have no effect on Proposal 1.

Recommendation of the Board of Directors

Our Board of Directors unanimously recommends that the stockholders vote FOR the election of the director nominees, Richard Barasch, Brad Hively, Richard Barasch,Maeve O’Meara Duke, Karen Johnson, Mohit Kaushal, Gabriel Ling, Anne McGeorge, Maeve O’Meara, Ravi Sarin, Gabriel LingMark Pacala and Mark Pacala.Daniel Virnich. If so instructed, the proxy holders will vote the proxies received by them FOR the election of all the director nominees.

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Directors and Nominees

The following table and biographical information setsset forth certain information about Richard Barasch, Brad Hively, Richard Barasch,Maeve O’Meara Duke, Karen Johnson, Mohit Kaushal, Gabriel Ling, Anne McGeorge, Maeve O’Meara, Ravi Sarin, Gabriel LingMark Pacala and Mark Pacala.Daniel Virnich. Such information is current as of April 17, 2023.the record date. 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. SevenSix of the nine director nominees, Richard Barasch, Brad Hively, Richard Barasch,Maeve O’Meara Duke, Karen Johnson, Mohit Kaushal and Anne McGeorge Maeve O’Meara and Ravi Sarin, have each served as a director of the companyCompany since November 12, 2021. Two of the nine director nominees, Gabriel Ling and Mark Pacala, were appointed by the Board of Directors at the recommendationhave each served as a director of the Nominating and Corporate Governance Committee onCompany since September 21, 2022.

Brad Hively has served as director on our Board since November 2021 and from November 2021 through June 30, 2023, he also served as our Chief Executive Officer. Effective June 30, 2023, Mr. Hively transitioned from serving as our Chief Executive Officer to serving as the Vice Chairman of the Board. Mr. Hively also previously served as a member of the board of directors for Legacy TOI from 2018 until the closing of the Business Combination in November 2021 and as Chief Executive Officer of Legacy TOI from 2019 until the closing of the Business Combination. Prior to joining Legacy TOI, Mr. Hively served as a principal for RLH Equity Partners (“RLH”) from 2016 to 2019 and continues to serve as a Strategic Advisor for RLH. From 2014 to 2015, Mr. Hively served as President of Health Essentials, which provided high-touch, value-based care to post-acute and palliative care patients. Prior to Health Essentials, from 2009 to 2014, Mr. Hively served as Senior Vice President of Operations at Heritage Provider Network, one of the largest physician groups in the U.S., and one of the pioneers of value-based care. Mr. Hively also held roles with several leading private equity firms, including TA Associates, General Atlantic, and RLH. He currently serves on the board of Unio Health Partners and Sequel Ortho (f/k/a Ortho Nebraska), both of which are private companies. Mr. Hively holds a B.A. in Business Economics from the University of California, Los Angeles and an MBA from the Stanford University Graduate School of Business. Mr. Hively was selected to serve on the board of directors due to his significant experience managing healthcare companies.

Maeve O’Meara Duke has served as a director on our Board since November 2021 and is the Chief Executive Officer of Castlight Health, Inc. (“Castlight”), a position she has held since July 2019. Ms. Duke joined Castlight in 2010 and has served in various capacities, including from July 2018 to July 2019, as Castlight’s Chief Product Officer and Executive Vice President of Product and Customer Experience. Castlight was a public company until its acquisition by Vera Whole Health, Inc. in February 2022, at which time, Castlight deregistered its shares from trading on the New York Stock Exchange. She continues to serve on Castlight’s board, a position she has held since July 2019, when Castlight was a public company. She brings a wealth of experience from joining a company pre-product to scaling to initial public offering and mergers and acquisitions. Ms. Duke holds an MBA from the Stanford Graduate School of Business and a B.A. in Economics from the University of Virginia. Ms. Duke was selected to serve on the board of directors as a result of her extensive knowledge of the healthcare industry, technology expertise, and her experience leading a publicly traded healthcare company.

Karen M. Johnson has served as a director on our Board since November 2021 and isupon closing of the Interim CEO of March of Dimes, where she leads the building of business strategies and operations for the maternal infant

physician and since 2016, has served as a senior advisor to General Atlantic, a global growth equity firm. In addition, he has served as an Adjunct Professor at Stanford University with a joint position within the newly created Biomedical Data Science Department and the Medical School’s Clinical Excellence Research Center. He was a partner in Aberdare Ventures from 2013 to 2014. During his time in the Obama administration, he was a member of the White House Health IT task force; a cross-agency team implementing the technology aspects of the ACAAffordable Care Act and testified to Congress on the application of technology and payment reform to the Medicare population. He also built and led the first dedicated healthcare team at the Federal Communications Commission, where his team initiated collaboration with the Food and Drug Administration (“FDA”) for the regulatory streamlining of converged telecommunications, data analytics and medical devices leading to the release of the mobile medical applications guidance by the FDA. In addition, his team reformed the Rural Healthcare fundFund to create the Healthcare Connect Fund, which aligned the funding mechanism with wider healthcare payment policy and technology reform. He holds an MBA from the Stanford Graduate School of Business and an MD with distinction from Imperial College of Science, Technology and Medicine, London. Dr. Kaushal is a lead investor, board member or advisor to numerous transformational healthcare companies. Dr. Kaushal is an emergency room physician, holds an MBA from Stanford and an MD with distinction from Imperial Collegecompanies, including Emyria Pty Ltd., a company whose securities are publicly-traded on the Australian Securities Exchange. All of Science, Technology and Medicine, London. He is an Adjunct Professor at Stanford University with a joint position withinhis other current directorships are on the newly created Biomedical Data Science Department and the medical school’s Clinical Excellence Research Center.boards of private companies. Dr. Kaushal was selected to serve on the board of directors due to his significant management experience in the healthcare and technology industries.

Gabriel Ling has served as a director on our Board since September 2022. Since May 2017, he has served as the Co-Founder and Managing Director of M33 Growth, LLC, a Boston-based venture capital and growth equity firm that invests in emerging technology and healthcare companies and partners with founders to rapidly grow their businesses. Mr. Ling has led investments in companies including Acclivity Health Solutions, Inc., Dependable Health Services, YAPI, Inc. and RHI Group. He currently sits on the boards of multiple private companies. Mr. Ling holds a Bachelor of Arts from Yale University. Mr. Ling was selected to serve on the board of directors due to his significant experience managing and investing in the healthcare and technology industries.

Anne McGeorge has served as a director on our Board since November 2021 and has over 35 years of experience providing strategic guidance and operational and financial oversight to health care organizations. Ms. McGeorge has served as an adjunct professor at the University of North Carolina’s School of Public Health since August 2005. Ms. McGeorge currently serves on the board of directors and as the chair of the Audit Committee of Magenta Therapeutics, a clinical-stage biotechnology company, Nimbus Therapeutics and CitiusTech, both privately held healthcare companies, and CLEAR Insurance, a Cayman based Captive Insurance Company. Before her retirement in July 2017, Ms. McGeorge served as Managing Partner of Grant Thornton LLP’s Health Care Industry Practice from 2006 to July 2017 and as Global Managing Partner for Grant Thornton International’s Health Care Industry Practice from 2015 to July 2017. Ms. McGeorge was formerly a partner at Deloitte LLP and Arthur Andersen LLP. Ms. McGeorge currently serves on the board of directors and as the chair of the Audit Committee of Dianthus Therapeutics, Inc., a publicly-held clinical-stage biotechnology company and from October 2020 to April 2022 served on the board of directors and as chair of the Audit Committee of SOC Telemed, Inc., a publicly-held specialty telemedicine company. She also serves on the board of directors of multiple private companies and charitable organizations. Ms. McGeorge was selected to serve on the board of directors due to her significant finance, accounting, and risk management experience.

Maeve O’Meara has served as a director on our Board since November 2021 and is the Chief Executive Officer of Castlight Health, a position she has held since July 2019. Ms. O’Meara joined Castlight in 2010, and previously served as Castlight’s Chief Product Officer and EVP of Product and Customer Experience. She brings a wealth of experience from joining a company pre-product to scaling to IPO and M&A. Prior to joining Castlight, Ms. O’Meara was a venture investor at Highland Capital Partners, where she focused on investments in digital health, health services, and consumer technology. Ms. O’Meara holds an M.B.A. from Stanford Graduate School of Business and a B.A. in Economics from the University of Virginia. Ms. O’Meara was selected to serve

Employee Director Nominees

Daniel Virnich has served as our Chief Executive Officer since June 2023, and before that, as our President since March 2022 and our Chief Operating Officer since 2020. Prior to joining TOI, from 2018 to 2019, Dr. Virnich was the market president of DaVita Medical Group, Florida region, a Medicare Advantage at-risk provider group serving over 90,000 Medicare Advantage members with over 1,400 teammates and clinicians. Prior to this role, Dr. Virnich was a Senior Vice President of Operations in the California region with DaVita Medical Group from 2015 to 2018. Dr. Virnich previously served as the Chief Medical Officer of TeamHealth Acute Care Services, working with hospitals and healthcare systems across 26 states. Dr. Virnich holds a BA in Biology from The University of Chicago, an MD from the Pritzker School of Medicine at the University of Chicago where he was elected to Alpha Omega Alpha, and an MBA from Kellogg School of Management at Northwestern University. We believe that due to Dr. Virnich’s demonstrated experience and leadership skills, and because of his current role as our Chief Executive Officer, Dr. Virnich is well positioned to bring key experience and insights into the boardroom and to the daily operations of our Company.

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CORPORATE GOVERNANCE

We structure our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. Notable features of this corporate governance include:

Leadership Structure of the Board

The roles of our Executive Chairman and our Chief Executive Officer have been separated. We believe that this is appropriate under current circumstances because it allows management to make the operating decisions necessary to manage the business, while separating out the oversight function of the Board and operating decisions. We feel that this has provided an appropriate balance of operational focus, flexibility and oversight. We do not separately have a lead independent director. Currently, Mr. Barasch, as Executive Chairman of the Board, participates in setting the agenda of Board and committee meetings, facilitating communications among members of the Board and management, and maintaining the focus and punctuality of Board and committee meetings. Mr. Barasch also currently leads the efforts in evaluating our Chief Executive Officer and in succession planning, considering Board committee membership and leadership, and presiding at annual meetings of stockholders.

Affirmative Determinations Regarding Director and Nominee Independence

Nasdaq listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which, in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that Ms. Johnson, Dr. Kaushal, Ms. McGeorge, Ms. O’Meara Mr. SarinDuke, and Mr. Pacala are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Background and Experience of Directors

Our nominating and corporate governance committee is responsible for, among other things, identifying individuals qualified to become members of our boardBoard of directors,Directors, consistent with criteria approved by our boardBoard of directors,Directors, overseeing succession planning for our Chief Executive Officer and other executive officers, periodically reviewing our boardBoard of directors’Directors’ leadership structure and recommending any proposed changes to our board of directors, overseeing an annual evaluation of the effectiveness of our boardBoard of directorsDirectors and its committees, and developing and recommending to our boardBoard of directorsDirectors a set of corporate governance guidelines.

Risk Oversight Function of the Board

The Board has allocated responsibilities for overseeing risk associated with the Company’s business among the Board as a whole and the committees of the Board. In performing its risk oversight function, the Board is responsible for overseeing management’s development and execution of appropriate business strategies to

Each of the four committees of the Board is responsible for overseeing the management of risks that fall within the committee’s areas of responsibility, including identifying, quantifying, and assisting management in mitigating risks. In performing this function, each committee has full access to management, as well as the ability to engage advisors. As set forth in its charter, the Audit Committee is responsible for managing the Company’s major financial risk exposures and the steps management has taken to monitor and control those exposures. In addition, the Audit Committee is responsible for addressing risks associated with related party transactions and concerns and complaints related to accounting and auditing matters. The Audit Committee provides regular updates to the entire Board. The Compensation Committee is responsible for overseeing the risk management related to the Company’s compensation plans and arrangements. The Nominating and Corporate Governance Committee manages risks associated with the independence of the Board and overall effectiveness of the organization of the Board. The Compliance Committee manages risks relating to the Company’s compliance with federal and state laws and regulations relating to healthcare.

Attendance at Meetings

During the year ended December 31, 2022,2023, our Board of Directors met a total of twenty (20) times. Eight out of nineOf our eight current members of the Board of Directors, each of them attended at least 75 percent75% of the meetings of our Board of Directors and the meetings of any of our board committees on which each member of the Board of Directors served that were held during the term of each such director. One member of the Board of Directors, Mr. Pacala, who was appointed to the Board of Directors on September 21, 2022, was unable to attend one meeting of the Board of Directors in 2022.

Our Board of Directors and each of the board committees also acted by way of various unanimous written consents during the year ended December 31, 2022.2023. In addition, the audit committeeAudit Committee and the Board of Directors met, at times, without management present in executive session.

Although we do not have a formal policy regarding attendance by members of our Board of Directors at our Annual Meeting of Stockholders, we encourage our directors to attend. We anticipate that at least a majority of our Board of Directors will attend the Annual Meeting in 2023.2024.

Board Committees

Our Board of Directors has established an audit committee,Audit Committee, a compensation committee, nominatingCompensation Committee, a Nominating and corporate governance committeeCorporate Governance Committee and compliance committee.a Compliance Committee. The composition and responsibilities of each committee are described below. Our Board of Directors may also establish from time to time any other committees that it deems necessary or desirable. Members serve on these committees until their resignation or until otherwise determined by our Board of Directors.

Audit committeeCommittee

Our audit committeeAudit Committee currently consists of Ms. McGeorge, Ms. O’MearaDuke and Mr. Sarin,Pacala, with Ms. McGeorge serving as chair. Rule 10A-3 of the Exchange Act and Nasdaq rules require that our audit committeeAudit Committee must be composed entirely of independent members. Our board of directors has affirmatively determined that Ms. McGeorge, Ms. O’MearaDuke and Mr. SarinPacala each meet the definition of “independent director” for purposes of serving on the audit committeeAudit Committee under Rule 10A-3 of the Exchange Act and Nasdaq rules. Each member of our audit committeeAudit Committee also meets the financial literacy requirements of Nasdaq listing standards. In addition, our boardBoard of directorsDirectors has determined that Ms. McGeorge, Ms. O’MearaDuke and Mr. SarinPacala each qualify as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. Our boardBoard of directorsDirectors adopted a written charter for the audit committee,Audit Committee, which is available on our corporate website at https://investors.theoncologyinstitute.com/corporate-governance/governance-documents. The information on any of our websites is deemed not to be incorporated in this annual proxy statement or to be part of this proxy statement. Our audit committeeAudit Committee held fourfive meetings in 2022.2023.

Our audit committee is responsible for, among other matters:

Nominating and corporate governance committeeCorporate Governance Committee

Our nominatingNominating and corporate governance committeeCorporate Governance Committee consists of Ms. Johnson and Ms. O’Meara and Mr. Pacala,Duke, with Ms. Johnson serving as chair. Our boardBoard of directorsDirectors has affirmatively determined that Ms. Johnson and Ms. O’Meara and Mr. PacalaDuke each meet the definition of “independent director” under Nasdaq rules. Our boardBoard of directorsDirectors adopted a written charter for the nominatingNominating and corporate governance committee,Corporate Governance Committee, which is available on our corporate website at https://investors.theoncologyinstitute.com/corporate-governance/governance-documents. The information on any of our websites is deemed not to be incorporated in this proxy statement or to be part of this proxy statement. Our nominatingNominating and corporate governance committeeCorporate Governance Committee held four meetings in 2022.2023.

The nominatingNominating and corporate governance committeeCorporate Governance Committee is responsible for, among other things:

While we do not have a formal policy with regard to diversity in identifying director nominees, the Board believes that the backgrounds and qualifications of directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities. The Board nominees come from a variety of backgrounds, and our Board Diversity Matrix is shown below. We do not discriminate against nominees on the basis of race, color, religion, gender, gender identity or expression, sexual orientation, age, national origin, disability, covered veteran status or any other status protected by law.

In identifying director nominees, our nominatingNominating and corporate governance committeeCorporate Governance Committee seeks to achieve a mix of members who collectively bring us significant value through their experience and personal backgrounds

Compliance committeeCommittee

Our compliance committeeCompliance Committee consists of Dr. Kaushal, Ms. Johnson and Mr. Sarin,Hively, with Dr. Kaushal serving as chair. Our compliance committeeCompliance Committee held foursix meetings in 2022.2023.

Our compliance committee oversees and assists our Board in reviewing and providing general oversight of our compliance with federal and state laws and regulations relating to healthcare. Our compliance committeeCompliance Committee is responsible for, among other things:

General Nomination Right of All Stockholders. Any stockholder may nominate one or more persons for election as a director at an annual meeting of stockholders if the stockholder complies with the notice, information and consent provisions contained in our Amended and Restated Bylaws (our “Bylaws”). In order for a stockholder’s director nomination to be timely, the stockholder must deliver written notice to our General Counsel not later than the close of business on the 90th day, nor earlier than the 120th day, prior to the anniversary date of the immediately preceding annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the annual meeting is called for on a date that is not within 30 days of such anniversary date, notice by the stockholder must be so received not later than the close of business on the later of the ninetieth (90th)90th day prior to such annual meeting or the tenth (10th)10th day following the date on which public announcement of the date of such meeting is first made. Such notification must contain the written consent of each proposed nominee to serve as a director if so elected and all other information required in Section 2.5 of our Bylaws.

Communications with Directors

Stockholders who would like to send communications to our Board of Directors, any board committee or to any individual director may do so by submitting such communications to c/o The Oncology Institute, Inc., 18000 Studebaker Rd., Suite 800, Cerritos, California 90703. We suggest, but do not require, that such submissions include the name and contact information of the stockholder making the submission and a description of the matter that is the subject of the communication. Mark Hueppelsheuser, General Counsel, will then distribute such information to our Board of Directors for review. Communications received by the Company may be reviewed by Mr. Hueppelsheuser to ensure appropriate and careful review of the matter.

Transactions in Company Securities

We prohibit our directors, officers and employees from trading in options, including transactions in puts, calls, or other derivative instruments related to the Company’s equity securities. Given that forms of hedging and pledging protect an individual from the full risks associated with share ownership, our directors, officers and employees are also prohibited from certain forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, and from pledging the Company’s securities as collateral to secure loans. Our directors, officers and employees are also prohibited from purchasing the Company’s securities on margin or holding the Company’s securities in a margin account.

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PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The audit committee is directly responsible for the appointment, compensation, retention and oversight of the independent external audit firm retained to audit the Company’s financial statements. Our audit committee has selected BDO USA, LLP or BDO,P.C. (“BDO”), to serve as our independent registered public accounting firm to audit the consolidated financial statements of The Oncology Institute, Inc. for the fiscal year ending December 31, 2023.2024. As a matter of good corporate governance, we are asking the stockholders to ratify the selection of BDO USA, LLP (“BDO”) as our independent registered public accounting firm for the year ending December 31, 2023.2024. The affirmative vote of a majority of the Common Stock having voting power present in person or represented by proxy and entitled to vote will be required to ratify the selection of BDO.

Stockholders are not required to ratify the appointment of BDO as our independent registered public accounting firm. If stockholders fail to ratify the appointment, the audit committee will consider whether or not to retain BDO. Even if the appointment is ratified, the audit committee may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

BDO has served as our auditor since 2021. Representatives of BDO will be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions.

BDO has served as our auditor since 2021. A representative of BDO is expected to be present virtually at the Annual Meeting to respond to appropriate questions and make a statement if he or she so desires.

Principal Accountant Fees and Services

The following table sets forth the aggregate fees billed by BDO USA, LLP for the fiscal years ended December 31, 20222023 and December 31, 2021:2022:

All fees described above were pre-approved by the audit committee.

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Audit Committee Pre-Approval Policies and Procedures

The Audit Committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by the Company’s independent registered public accounting firm. The policy generally pre-approves specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts. Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service.

Required Vote

Each share of our Common Stock outstanding on the record date is entitled to one vote on Proposal 2. You may vote “For,” “Against” or “Abstain” with respect to the ratification of the appointment of BDO. Approval requires the affirmative vote of a majority in voting power of the shares in attendance at the meeting or represented by proxy and entitled to vote on the matter. Abstentions will have the same effect as a vote against the ratification of the appointment of BDO.

Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker, bank or other nominee holding the shares as to how to vote on matters deemed “non-routine” by stock exchange rules and regulations. Proposal 2 regarding ratification of the appointment of our independent auditors is a routine matter. If your shares are held in an account at a bank or brokerage firm, that bank or brokerage firm may vote your shares of Common Stock on Proposal 2. Accordingly, we do not expect there to be any broker non-votes for Proposal 2. Broker non-votes, if any, will have no effect on Proposal 2.

Recommendation of the Board of Directors

Our Board of Directors unanimously recommends that the stockholders vote FOR the ratification of the appointment of BDO as the Company’s independent registered public accounting firm for the year ending December 31, 2023.2024.

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AUDIT COMMITTEE REPORT

Our audit committee currently consists of three directors. Ms. McGeorge, Ms. O’Meara Duke and Mr. SarinPacala are each, in the judgment of the board of directors, an independent director. The audit committee acts pursuant to a written charter that has been adopted by the board of directors. A copy of the charter is available on the investor relations section of our website.

The audit committee oversees our financial reporting process on behalf of the board of directors. The audit committee is responsible for retaining our independent registered public accounting firm, evaluating its independence, qualifications and performance, and approving in advance the engagement of the independent registered public accounting firm for all audit and non-audit services. The audit committee’s specific responsibilities are set forth in its charter. The audit committee reviews its charter at least annually.

Management has the primary responsibility for the financial statements and the financial reporting process, including internal control systems, and procedures designed to ensure compliance with applicable laws and regulations. Our independent registered public accounting firm, BDO USA, LLP,P.C., is responsible for expressing an opinion as to the conformity of our audited financial statements with generally accepted accounting principles.

The audit committee has reviewed and discussed with management the company’s audited financial statements. The audit committee has also discussed with BDO USA, LLPour independent registered public accounting firm all matters that the independent registered public accounting firm was required to communicate and discuss with the audit committee, including the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”). In addition, the audit committee has met with the independent registered public accounting firm, with and without management present, to discuss the overall scope of the independent registered public accounting firm’s audit, the results of its examinations, its evaluations of the company’s internal controls and the overall quality of our financial reporting.

The audit committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the audit committee concerning independence and has discussed with the independent registered public accounting firm its independence.

Based on the review and discussions referred to above, the audit committee recommended to our Board of Directors that the company’s audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.2023.

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PROPOSAL 3: APPROVAL, FOR THE PURPOSES OF NASDAQ LISTING RULE 5635, OF THE ISSUANCES OF THE MAXIMUM NUMBER OF SHARES OF COMMON STOCK UNDERLYING OUR SECURED SENIOR CONVERTIBLE NOTES AND WARRANTS TO PURCHASE COMMON STOCK.

Requirement for Stockholder Approval

Our Common Stock is listed on the Nasdaq Capital Market, and as a result, we are subject to the Nasdaq Listing Rules. In order to comply with the Nasdaq Listing Rules and to satisfy conditions under the Facility Agreement, we are seeking stockholder approval of this proposal.

Nasdaq Listing Rule 5635(d) requires stockholder approval prior to the issuance of securities in connection with a transaction other than a public offering involving the sale, issuance or potential issuance of common stock (or securities convertible into or exercisable for common stock) in an amount equal to 20% or more of the Common Stock or 20% or more of the voting power outstanding before the issuance at a price less than the Minimum Price. Nasdaq Listing Rule 5635(d) defines the “Minimum Price” as the lower of (i) the closing price of the common stock immediately preceding the signing of the binding agreement or (ii) the average closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement. Nasdaq Listing Rule 5635(b) requires stockholder approval prior to the issuance of securities when the issuance or potential issuance will result in a change of control of the Company.

Without the Exchange Cap, the aggregate number of shares of Common Stock issuable upon the conversion of the Convertible Notes and exercise of the Warrants could exceed 20% of our outstanding Common Stock on the date we issued the Convertible Notes and could potentially be issued at a price less than Minimum Price. The Exchange Cap to which the Convertible Notes and the Warrants are subject restricts the Convertible Notes from being convertible into shares of Common Stock equal to 20% or more of our outstanding Common Stock on the date we issued the Convertible Notes.

Accordingly, we are seeking stockholder approval under Nasdaq Listing Rule 5635 for the proposed issuance of the maximum number of shares of Common Stock underlying the Convertible Notes and the Warrants.

Effect on Current Stockholders if Proposal 3 is Approved

If our stockholders approve this proposal, we will eliminate the Exchange Cap in the Convertible Notes and Warrants and therefore potentially issue shares of Common Stock upon the conversion of the Convertible Notes and exercise of the Warrants which exceeds 20% or more of our issued and outstanding shares of Common Stock as of the date of the Facility Agreement. If stockholders approve the proposal, current stockholders may experience significant dilution of their current equity ownership in the Company.

At the current conversion price of $8.567 for such voluntary conversions under the Convertible Notes, the $110,000,000 in principal amount of Convertible Notes would be convertible into 12,839,967 shares of Common Stock. However, as discussed above, following certain events the Company could issue a maximum of 20,459,040 shares of Common Stock in the aggregate pursuant to the Convertible Notes and Warrants, and if the maximum number of 20,459,040 shares of Common Stock are issued, such issuance would represent approximately 21.56% dilution to stockholders based on 74,435,707 shares of common stock outstanding on April 15, 2024.

Effect on Current Stockholders if Proposal 3 is not Approved

Repayment of the Convertible Notes in Cash

If this proposal is not approved, to the extent that conversion of the Convertible Notes and exercise of the Warrants by the holders or by the Company pursuant to their terms would result in the issuance of more than 20% of the issued and outstanding shares of Common Stock at the time the Company issued the Convertible Notes, the Company would be unable to convert the full amount of the Convertible Notes into shares of Common Stock and would be forced to pay cash to meet its obligations under the terms of the Convertible Notes.

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The Company’s ability to successfully implement its business plans and ultimately generate value for its stockholders is dependent upon its ability to raise capital and satisfy its ongoing business needs. If the Company is required to repay its obligations under the Convertible Notes in cash rather than Common Stock, the Company may not have the capital necessary to fully satisfy its ongoing business needs, the effect of which would adversely impact future operating results, and result in a delay in or modification or abandonment of its business plans. Additionally, it may be necessary for the Company to acquire additional financing in order to repay the obligations under the Convertible Notes in cash, which financing may not be permitted under the financial covenants of the Facility Agreement or available on advantageous terms and which may result in the incurrence of additional transaction expenses.

Potential Future Dilution

If the Company cannot issue shares of Common Stock to settle is conversion obligations under the Convertible Notes because of the Exchange Cap, and the Company does not otherwise have sufficient available cash to meet such obligations, the Company may seek to raise additional capital through the issuance of shares of Common Stock, which issuances may be at prices more dilutive to stockholders than the terms permitting conversion of installment amounts into shares under the Convertible Notes. Such issuances would likely require the approval of the holders of the Convertible Notes, which holders may request a fee in order to consent to such a transaction. To the extent that the Company engages in such transactions to raise additional capital, the current stockholders could be substantially diluted.

Potential Event of Default

If this proposal is not approved, and if the Company does not have sufficient funds to make cash payments and cannot raise such funds in time to satisfy its conversion obligation, then the Company may suffer an event of default under the Convertible Notes, which could have significant negative consequences for the Company and its stockholders. An event of default could harm the Company’s financial condition, force the Company to reduce or cease operations or could result in the Company declaring bankruptcy and the holders of the Convertible Notes seizing some or all of the assets of the Company and its subsidiaries which currently secure the Convertible Notes.

Obligation to Continue to Seek Approval

If our stockholders do not approve this proposal, we will be required to continue to seek stockholder approval of this proposal at each meeting of stockholders until we receive stockholder approval of this proposal. We are not seeking the approval of our stockholders to authorize our issuance of the Convertible Notes, as we have already issued the Convertible Notes, which are binding obligations on us. The failure of our stockholders to approve this proposal will not negate the existing terms of the documents relating to the Convertible Notes. The Convertible Notes will remain outstanding and the terms of the Convertible Notes will remain binding obligations of the Company.

Required Vote

Each share of our Common Stock outstanding on the record date is entitled to one vote on Proposal 3. You may vote “For,” “Against” or “Abstain” with respect to the approval, for the purposes of Nasdaq Listing Rule 5635, of the issuances of the maximum number of shares of Common Stock underlying our Secured Senior Convertible Notes and Warrants to purchase Common Stock. Approval requires the affirmative vote of a majority in voting power of the shares in attendance at the meeting or represented by proxy and entitled to vote on the matter. Abstentions will have the same effect as a vote against the approval, for the purposes of Nasdaq Listing Rule 5635 of the issuances of the maximum number of shares of Common Stock underlying our secured senior Convertible Notes and Warrants to purchase Common Stock.

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Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker, bank or other nominee holding the shares as to how to vote on matters deemed “non-routine” by stock exchange rules and regulations. Proposal 3 is not a routine matter. If your shares are held in an account at a bank or brokerage firm, that bank or brokerage will not be permitted to vote your shares of Common Stock with respect to this proposal, unless you provide instructions as to how your shares should be voted. Accordingly, we encourage you to vote promptly, even if you plan to attend the virtual Annual Meeting. In tabulating the voting results for any particular proposal, shares that constitute broker non-votes are not considered entitled to vote on that proposal. Because broker non-votes are not considered entitled to vote on Proposal 3, such broker non-votes, if any, will have no effect on Proposal 3.

Recommendation of the Board of Directors

Our Board of Directors unanimously recommends that the stockholders vote FOR the approval, for the purposes of Nasdaq Listing Rule 5635, of the issuances of the maximum number of shares of Common Stock underlying our secured senior Convertible Notes and Warrants to purchase Common Stock.

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EXECUTIVE OFFICERS

Below is biographical information for each of our current executive officers as of April 17, 2023, other than Brad Hively (whose biographical information is shown under “Proposal 1: Election of Nine Directors” on page 6).15, 2024. Each executive officer, except for Dr. Virnich, serves at the discretion of both the Chief Executive Officer and the Board of Directors. Dr. Virnich serves at the discretion of the Board of Directors and the Chief Executive Officer.Directors.

Daniel Virnich has served as our PresidentChief Executive Officer since March 15, 2022June 2023, and before that, as our President since March 2022 and our Chief Operating Officer since 2020. Prior to joining TOI, from 2018 to 2019, Dr. Virnich was the market president of DaVita Medical Group, Florida region, a Medicare Advantage at-risk provider group serving over 90,000 Medicare Advantage members with over 1,400 teammates and clinicians. Prior to this role, Dr. Virnich was a Senior Vice President of Operations in the California region with DaVita Medical Group from 2015 to 2018. Dr. Virnich previously served as the Chief Medical Officer of TeamHealth Acute Care Services, working with hospitals and healthcare systems across 26 states. Dr. Virnich holds a BA in Biology from The University of Chicago, an MD from the Pritzker School of Medicine at the University of Chicago where he was elected to Alpha Omega Alpha, and an MBA from Kellogg School of Management at Northwestern University.

Mihir Shah has served as our Chief Financial Officer since April 2022. Prior to joining the Company, Mr. Shah served as Chief Financial Officer of Commonwealth Care Alliance since April 2019, having served as consulting Chief Financial Officer for Commonwealth Care Alliance from August 2018 to March 2019. Mr. Shah served as Chief Financial Officer of Apollo Medical Holdings, Inc. from July 2016 to May 18, 2018 and accounting consultant of Apollo Medical Holdings, Inc. from March 2016 to July 2016. From April 2015 to February 2016, Mr. Shah served as Chief Financial Officer of Unitek Information Systems, Inc., which offers nursing, allied health, and information technology training programs. From April 2013 to March 2015, he was Vice President and Controller of Health Essentials, LLC, which provides post-acute, hospice, and palliative care services. Mr. Shah was employed at Arcadian Health Plan from December 2005 to March 2013, serving as its Vice President of Finance and Analytics from January 2010 to March 2013, Senior Director of Finance and Analytics from January 2008 to December 2009, and Senior Financial Analyst from December 2005 to December 2007. He is a Certified Public Accountant and received a Master of Commerce-Cost Accounting from Gujarat University in Ahmedabad, India.

Yale Podnos has served as Chief Medical Officer since November 2021, and before that for Legacy TOI since 2020. Prior to joining TOI, Dr. Podnos served as Chief Medical Officer of the West Hills Hospital and Medical Center. From 2011 to 2018, Dr. Podnos was employed by UNC Rex Healthcare in Raleigh, North Carolina, where he held positions as Medical Director of Surgical Oncology and Chairman of the Department of Surgery. He has also previously held a position on the faculty of Duke University. Dr. Podnos holds a BA in biology from New York University and a Masters in Public Health from the Harvard School of Public Health. Dr. Podnos received his MD from the University of California, Irvine School of Medicine, where he also completed his residency in general surgery. Following his residency, Dr. Podnos completed a fellowship in surgical oncology at City of Hope National Cancer Center.

Matthew MillerJeremy Castle has served as the Chief Operating Officer as of MarchSeptember 2023 and has worked in the healthcare industry for over 15 years in operations, business development, sales and executive leadership, primarily in the Phoenix, Arizona region. From January 2022 and prior to thatuntil August 2023, Mr. Castle served as our Chief Administrative Officer since 2020. Before joining TOI, Dr. Miller was Chief Operating Officer of Altais in 2019 and, prior to that, served as Senior Vice President of Clinical Strategy & Innovation at Landmark Health, a home-based physician practice focused on managing complex, chronically ill patients under risk arrangements, beginning in 2016. Before Landmark, Dr. Miller spent seven years at McKinsey & Company as partOperations of OneOncology, Inc., Nashville, Tennessee, where he led operations for the consulting firm’s Healthcare Systems & Services practice. Dr. Miller holds a BA in Biology from Harvard UniversityWestern U.S. Region and MD and MBA degrees from University of California, Los Angeles. Onimplemented key business initiatives that helped grow the organization’s national presence

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while promoting better patient care. From March 2, 2022, the Board of Directors of TOI promoted Dr. Miller2020 to serveDecember 2021, Mr. Castle served as Chief Operating Officer at Arizona Urology Specialists, United Urology Group. Prior thereto, he was Executive Director of The US Oncology, Inc., a position he held from January 2019 to March 2020. He served as Regional Director of Operations of Panoramic Health from June 2018 to December 2019 and as Director of Operations of Ironwood Physicians, PC from October 2014 to June 2018. He also held various leadership roles with California Cancer Associates and Global Nephrology Solutions. His areas of expertise include leading development and integration of long-term growth initiatives, engaging critical stakeholders, forging strategic partnerships, recruiting and retention, risk management, facility accreditation and regulatory compliance, new process implementation, change management, contract negotiations and human resources management. He holds a Bachelor of Science Degree in Business Administration – Business Management/Finance from the Company, effective asUniversity of March 15, 2022.Arizona and a Master of Business Administration – Finance from the University of Arizona, Eller College of Management.

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EXECUTIVE AND DIRECTOR COMPENSATION

Our Named Executive Officers for the year ended December 31, 2022,2023 include Brad Hively,Daniel Virnich, our Chief Executive Officer, Daniel VirnichBrad Hively, our previous Chief Executive Officer during 2023, and Yale Podnos and Mihir Shah, our two most highly compensated executive officers other than our current Chief Executive Officer, who were serving as executive officers as of December 31, 20222023 (collectively, the “Named Executive Officers”). To date, the compensation packages for our Named Executive Officers primarily consist of base salary, an annual cash incentive bonus, restricted stock unit and stock option awards and health and welfare benefits.

Summary Compensation Table

The following table sets forth information concerning the compensation of the Named Executive Officers for the years ended December 31, 20222023 and 2021:2022:

Narrative to Summary Compensation Table

Salaries

In 2022,2023, the Named Executive Officers received an annual base salary to compensate them for services rendered to our Company. The base salary payable to each Named Executive Officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. The annual base salaries for Dr. Virnich, Mr. Hively, Dr. VirnichPodnos and Mr. Shah for 20222023 were $579,208, $455,000, $587,000, $395,000 and $405,000, respectively. The actual base salary amounts paid to our Named Executive Officers during 20222023 is set forth above in the Summary Compensation Table in the column entitled “Salary.”

Bonuses

We maintained an annual performance-based cash bonus program for 20222023 in which Mr. Hively, Dr. Virnich, Dr. Podnos and Mr. Shah participated (the “2022“2023 Bonus Program”). Bonus payments under the 20222023 Bonus Program were determined based on achievement of certain corporate, operational and individual performance goals approved by our Board, subject to the recipient’s continued employment through the payment date. Each of Mr. Hively’s, Dr. Virnich’s, Dr. Podnos’ and Mr. Shah’s target bonus under the 20222023 Bonus Program was expressed as a percentage of base salary, as follows: Mr. Hively: 60%; Dr. Virnich: 40%; Dr. Podnos: 40%; and Mr. Shah: 40%.

Under the 20222023 Bonus Program, 100% of each of Mr. Hively’s, Dr. Virnich’s, Dr. Podnos’ and Mr. Shah’s bonus was based on the attainment of overall Company performance and operational goals tied to revenue, gross profit and Adjusted EBITDA, as well as individual contributions to the Company, with any such earned bonus to be paid following the end of calendar year 2022.2023. Mr. Hively was not entitled to a bonus under the 2023 Bonus Program once he terminated his employment as of June 30, 2023; however, as part of his severance package, he was paid an amount equal to 50% of the target bonus for which he would have been eligible had he remained Chief Executive Officer for the full year. See Note (8) of the Summary Compensation Table.

The actual annual cash bonuses awarded to Mr. Hively, Dr. Virnich, Dr. Podnos and Mr. Shah under the 20222023 Bonus Program, as determined by our Board based on the level at which the applicable Company performance goals were attained, is set forth above in the Summary Compensation Table in the column entitled “Non-Equity Incentive Plan Compensation.”

Equity-Based Compensation

Equity Grants

Our equity-based incentive awards are designed to align our interests and the interests of our stockholders with those of our employees and consultants, including our named executive officers.Named Executive Officers. The Board or compensation committee is responsible for approving equity grants. We typically grant equity awards to new hires upon the first regularly-scheduled quarterly grant date following their commencing employment with us. Annual awards are typically granted in the first quarter of each year. Generally, our equity awards granted to our Named Executive Officers vest over four years, subject to the employee’s continued employment with us on each vesting date.

In March 2022,2023, we granted each of Dr. Virnich, Mr. Hively, Dr. Podnos and Dr. VirnichMr. Shah options to purchase 550,563287,361, 421,280, 83,047 and 213,259440,477 shares of our Common Stock, respectively, under our 2021 Incentive Award Plan (the “2021 Plan”). The options vest in four equal annual installments on each of the first four anniversaries of November 12, 2021, which was the closingMarch 17, 2023 grant date, of the Business Combination (the “Closing Date”), subject to the executive’s continued service with the Company through the applicable vesting date. The options were granted at an exercise price of $7.09$0.481 per share, which was the fair market value per share of our Common Stock on the date of grant.

Also, in March 2022, we granted each of Dr. Virnich, Mr. Hively, Dr. Podnos and Dr. Virnich 108,469Mr. Shah 114,944, 168,512, 33,219 and 42,015176,191 restricted stock units, respectively, under the 2021 Plan. The restricted stock units

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vest in four equal annual installments on each of the first four anniversaries of the Closing Date, subject to the executive’s continued service with the Company through the applicable vesting date.

Outstanding Equity Awards at Fiscal Year-End

The following table summarizes the number of shares of our Common Stock underlying outstanding equity incentive plan awards for each Named Executive Officer as of December 31, 2022:2023:

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Executive Compensation Arrangements

We have entered into employment agreements with each of Mr. Hively, Dr. Virnich, Dr. Podnos and Mr. Shah, which set forth the terms and conditions of their employment, including initial base salary and eligibility to participate in our employee benefit programs. Each of the employment agreements has a three-year initial term with additional one-year automatic extensions thereafter. In the event that an executive is terminated by us without “cause” or by the executive with “good reason” (each as defined in the respective employment agreement), then such executive will be eligible for salary continuation for a severance period and payments or reimbursements for the cost of COBRA premiums for a severance period, subject to execution of a general release of claims. The severance period for Mr. Hively is 12 months and for Dr. Virnich and Mr. Shah itis 12 months and is three months.months for Dr. Podnos. Each Named Executive Officer is subject to certain post-employment obligations, including 24-monthpost-employment non-solicitation of employees covenant, (12 months for Mr. Hively and 24 months for Dr. Virnich and Mr. Shah),36-month confidentiality obligations (infinite for Mr. Hively and 36 months for Dr. Virnich and Mr. Shah) and indefinite non-disparagement obligations. Mr. Hively’s employment agreement guaranteed him an annual bonus for 2020 in the amount of $200,000.

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20222023 DIRECTOR COMPENSATION

The following individuals served as non-employee directors of TOI in 2022: Richard Barasch, Mohit Kaushal, Karen Johnson, Anne McGeorge, Maeve O’Meara, Ravi Sarin, Gabriel Ling and Mark Pacala. The following table sets forth information concerning the compensation for our non-employee directors during the year ended December 31, 2022. Additionally, we reimburse our non-employee directors for their reasonable expenses incurred in attending meetings of the Board and its committees.

We maintain a non-employee director director compensation policy that provides for annual retainer fees and long-term equity awards for our non-employee directors. directors. EachIn 2023, each non employee director receivesreceived an annual cash retainer of $50,000.$62,500, pro rated to reflect actual time served as a non-employee director. Commencing in 2023, the non employee directors will receivealso received annual grants of RSUs in the aggregate dollar amount of $100,000 (the “Annual Awards”) on the date of each annual meeting of shareholders (the “Annual Grant Date”), the number of which is determined by dividing $100,000 by the average closing price of our Common Stock for the five trading days ending on the Annual Grant Date, unless otherwise set by the Board. The Annual Awards to be granted commencing in 2023 will vest, unless otherwise specified by the Board, on the date of the next annual meeting of shareholders, subject to the non-employee director’s continued service to the Company through such date.. In addition, a non employee director serving as the chairperson of the audit, compensation, compliance and nominating and corporate governance committees will receivereceived additional annual equity retainers payable in fully vested shares of Common Stock, the number of which is determined by dividing,RSUs as follows: (i) for the audit committee, $30,000,$30,000; and (ii) for the remaining committees, $20,000, by the average closing price of our Common Stock for the five trading days ending on the Annual Grant Date.$20,000. A non employee director serving as a member of the audit, compensation, compliance and nominating and corporate governance committees will receivereceived additional annual equity retainers payable in fully vested shares$15,000 in value of Common Stock,RSUs for audit committee members and $10,000 in value of RSUs for the remaining committees. In each instance, the actual number of which isshares was determined by dividing for the audit committee, $15,000, and for the remaining committees, $10,000,dollar amount by the average closing price of our Common Stock for the five trading days ending on the Annual Grant Date,grant date. Mr. Barasch, our Chairman of the Board received a single RSU grant of 80,000 RSUs in December 2023 which reflected his additional service as Chairman.

In 2023, the RSU awards were made (i) in March 2023, with 100% vesting on the one year anniversary of the grant date, subject to the non-employee director’s continued service to the Company on such date; and (ii) in December 2023, which awardsaward will vest on the first anniversarydate of this Annual Meeting, subject to the Annual Grant Date.non-employee director’s continued service to the Company on such date. If a non-employee director director is asked to resign or is removed from the Board during the 12 months commencing on or following a change in control of our Company, then all of the non-employee director’s director’s equity awards will vest in full.

For 2022,The following individuals served as non-employee directors of TOI in order to provide2023: Richard Barasch, Maeve O’Meara Duke, Brad Hively, Karen Johnson, Mohit Kaushal, Gabriel Ling, Anne McGeorge, Ravi Sarin and Mark Pacala. Mr. Hively only served as a non-employee director commencing on July 1, 2023, and Mr. Sarin resigned from the Board on August 31, 2023. The following table sets forth information concerning the compensation for our non-employee directors with compensationduring the year ended December 31, 2023. In addition to the cash fees and awards of RSUs noted in the table, we also reimburse our non-employee directors for the period commencing on the Closing Date,their reasonable expenses incurred in attending meetings of the Board determined that March 21, 2022 would be deemed the Annual Grant Date and each non-employee director received 15,994 RSUs (with the exception of Mr. Barasch, who received 45,905 RSUs in consideration of his service as Executive Chairman), which Annual Awards vested in full on November 12, 2022, which was the first anniversary of the Closing Date. In addition, in November 2022, each of our non-employee directors received an additional pro-rated Annual Award of 22,708 RSUs (with the exception of Mr. Ling and Mr. Pacala, who each received 29,057 RSUs, and Mr. Barasch, who received 65,174 RSUs in consideration of his service as Executive Chairman), which RSUs will vest on May 17, 2023, subject to the non-employee director’s continued service to the Company through such date. These November pro-rated Annual Awards were intended to provide our non-employee directors with Annual Awards for the period from the date of grant through May 17, 2023 (or for Mr. Ling and Mr. Pacala, the date of their commencement of service on the Board through May 17, 2023).its committees.

The table below shows the aggregate numbers of unvested RSU awards held as of December 31, 20222023 by each non-employee director served in such capacity during the year ended December 31, 2022.2023.

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EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information as of December 31, 20222023 regarding Common Stock that may be issued under our equity compensation plans, consisting of The Oncology Institute, Inc. 2021 Incentive Award Plan (the “2021 Plan”), the TOI Parent, Inc. 2019 Non-Qualified Stock Option Plan (the “2019 Plan”) and The Oncology Institute, Inc. 2021 Employee Stock Purchase Plan (the “2021 ESPP”).