DEF 14A of Evolent Health, Inc., Apr 26, 2024

DEF 14A of Evolent Health, Inc.

Filed Apr 26, 2024 · FY20230001193125-24-118116

Open on EDGAR

  1. Compensation Mix (1)

    | (1) Consists of 2023 base salary (as reported in the Salary column of the 2023 Summary Compensation Table), 2023 target annual incentive opportunity, long-term incentive awards granted in 2023 (as reported in the Stock Awards column of the 2023 Summary Compensation Table) and other compensation (as reported in the All Other Compensation column of the 2023 Summary Compensation Table). |

  2. Compensation Mix (1)

    | Evolent Health, Inc. Proxy Statement 2024 | 3 |

  3. Compensation Mix (1)

    The primary elements of our fiscal year 2023 executive compensation program are base salary, annual bonuses, equity incentive awards and employee benefits. Our Board’s Compensation Committee (the “Compensation Committee”) reviews and approves our executive compensation program, and maintains the discretion to adjust awards and amounts paid to our executive officers as it deems appropriate. We believe our named executive officers (“NEOs”) are compensated in a manner consistent with our strategy, evolving compensation best practices and alignment with stockholders’ interests. Below is a more detailed summary of evolving best practices that we have implemented with respect to the compensation of our NEOs because we believe they support our compensation philosophy and are in the best interests of our Company and our stockholders.

  4. Compensation Mix (1)

    | What We Do | What We Don’t Do | | Strong emphasis on performance-based compensation, with a significant portion of NEO compensation tied to objective Company performance measures Mix of compensation that emphasizes both short-term and long-term incentives PSU Grants that may be earned based on aggressive cumulative Adjusted EBITDA and revenue growth targets to better align our pay with our Company’s sustained financial and operating performance and stockholders’ interests Significant stock ownership and holding restrictions for NEOs Market-aligned change in control and severance agreements for certain executives, with double trigger change in control acceleration provisions Benchmarking against a thoughtfully assembled and representative peer group Acceleration of equity in connection with a termination of employment conditioned upon a release of claims and compliance with restrictive covenants Compensation decisions for NEOs made by an independent compensation committee advised by an independent compensation consultant Annual compensation program risk assessment Annual say-on-pay vote At-will employment for NEOs | No incentives that encourage excessive risk-taking No guaranteed incentive awards for executives No excise or other tax gross ups on change in control payments No perquisites for NEOs other than benefits generally available to our other employees No hedging, pledging or short sales of Company stock No “single-trigger” change in control acceleration of equity awards No dividend equivalent rights on unvested restricted stock units or options No supermajority voting rights |

  5. Compensation Mix (1)

    | 4 | Evolent Health, Inc. Proxy Statement 2024 |

  6. Compensation Mix (1)

    ELECTION OF DIRECTORS Our Board is elected annually by stockholders to oversee the Company’s business and strategy. The Nominating and Corporate Governance Committee is responsible for identifying, reviewing and recommending to the Board individuals for election to the Board. Our Board currently consists of ten members with terms expiring at the Annual Meeting. Upon unanimous recommendation by the Nominating and Corporate Governance Committee, the Board proposes that the following nominees, Toyin Ajayi, MD, Craig Barbarosh, Seth Blackley, M. Bridget Duffy MD, Russell Glass, Peter Grua, Diane Holder, Richard Jelinek, Kim Keck and Cheryl Scott, be elected for new one-year terms and until their successors are duly elected and qualified. All of the nominees are current directors standing for election. Each of the nominees has consented to serve if elected. If any of them becomes unavailable to serve as a director, the Board may designate a substitute nominee. In that case, the persons named as proxy holders will vote for the substitute nominee designated by the Board. There is no limit on the number of terms a director may serve on our Board.

  7. Compensation Mix (1)

    | Evolent Health, Inc. Proxy Statement 2024 | 5 |

  8. Compensation Mix (1)

    | Director/Nominee Skills Matrix | | Ajayi | Barbarosh | Blackley | Duffy | Glass | Grua | Holder | Jelinek | Keck | Scott | | | Risk Oversight/Management Experience allows the Board to oversee and understand the most significant risks facing the Company | | | | | | | | | | | | | Healthcare Industry Experience is critical for understanding and overseeing the Company’s strategy and challenges | | | | | | | | | | | | | Financial Expertise/Literacy adds value in oversight of our financial reporting and internal controls | | | | | | | | | | | | | Executive Experience supports our management team through relevant advice and leadership | | | | | | | | | | | | | Technology Expertise brings value in overseeing innovative technology developments of our platform, as well as cybersecurity and data privacy | | | | | | | | | | | | | ESG Expertise allows the Board to assess and consider adopting environmental, social and governance practices and interact effectively with stakeholders | | | | | | | | | | | | | Government/Regulatory/Public Policy Expertise adds value to the oversight of regulated aspects of our business and general industry developments | | | | | | | | | | |

  9. Compensation Mix (1)

    | 6 | Evolent Health, Inc. Proxy Statement 2024 |

  10. Compensation Mix (1)

    THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE TEN DIRECTOR NOMINEES NAMED BELOW.

  11. Compensation Mix (1)

    | Directors Standing for Election |

  12. Compensation Mix (1)

    | Independent Director CEO and Co-Founder of Cityblock Director Since July 2023 Other Public Boards None Evolent Board Committees • Compliance and Regulatory Affairs | Toyin Ajayi, MD, Age 43 | | | | Toyin Ajayi has served as the chief executive officer of Cityblock, a company focused on enabling a path to healthier communities through a digitally enabled, integrated primary care, behavioral health and social service delivery model for Medicaid and dually eligible populations with complex needs, since March 2022. Dr. Ajayi, who co-founded Cityblock, previously served as the company’s president from September 2017 through March 2022. Prior to Cityblock, Dr. Ajayi was the chief medical officer of Commonwealth Care Alliance, a nationally renowned integrated health plan and care delivery system for individuals eligible for both Medicare and Medicaid. Dr. Ajayi holds a Bachelor of Arts degree from Stanford University, a Doctor of Medicine from King’s College London School of Medicine and a master’s degree from the University of Cambridge. | Qualifications: We believe that Dr. Ajayi is qualified to serve on our Board because of her extensive healthcare industry experience including as a CEO of Cityblock. Skills: |

  13. Compensation Mix (1)

    | Independent Director Senior Managing Director, Common Wealth Partners LLC Director Since December 2020 Other Public Boards Lifecore Biomedical, Inc. Sabra Health Care REIT, Inc. Evolent Board Committees • Compensation, Strategy | Craig Barbarosh, Age 56 | | | | Craig Barbarosh has served as a senior managing director at Common Wealth Partners LLC since October 2023. Prior to this role he served as a partner at the law firm of Katten Muchin Rosenman LLP from 2012 to January 2023. From 1999 until joining Katten, Mr. Barbarosh was a partner at another international law firm. Mr. Barbarosh currently serves as the Chairman of the Board of Directors of Lifecore Biomedical, Inc. (NASDAQ: LFCR) and has been an independent director there since October 2019. Mr. Barbarosh is currently the Chair of the Audit Committee and a member of the Compensation Committee for Sabra Health Care REIT, Inc. (NASDAQ: SBRA). He previously served as the Vice Chairman of the Board of Directors of Nextgen Healthcare, Inc. (NASDAQ: NXGN) from November 2015 through August 2022, and was Chairman of the Compensation Committee and a member of the Nominating and Governance Committee Nextgen Healthcare, Inc., a board he served on from 2009 until November 2023. He previously served as an independent director on the Boards of Directors of Aratana Therapeutics, Inc., BioPharmX, Inc. and Bazaarvoice, Inc. Mr. Barbarosh also served as the independent board observer for Payless Holdings, LLC and as an independent director for Ruby Tuesday Inc. He holds his J.D. (with honors) from the University of the Pacific, McGeorge School of Law and earned his B.A. in Business Economics from the University of California at Santa Barbara. | Qualifications: We believe that Mr. Barbarosh is qualified to serve on our Board because of his healthcare industry knowledge and experience as a business leader and public company board member. Skills: |

  14. Compensation Mix (1)

    | Skills Key | | | | | | | | | | Risk Oversight | Healthcare | Finance | Executive | Technology | ESG | Govt/Regulatory |

  15. Compensation Mix (1)

    | Evolent Health, Inc. Proxy Statement 2024 | 7 |

  16. Compensation Mix (1)

    | Non-Independent Director Chief Executive Officer, Evolent Health, Inc. Director Since April 2018 Other Public Boards None Evolent Board Committees None | Seth Blackley, Age 45 | | | | Seth Blackley, our co-founder, has served as our Chief Executive Officer since October 2020, and served as our President from August 2011 until his promotion. Prior to co-founding the Company, Mr. Blackley was the Executive Director of Corporate Development and Strategic Planning at The Advisory Board from June 2007 to August 2011. From 2014 to 2016, Mr. Blackley served on the board of directors of Advanced Practice Strategies. Mr. Blackley began his career as an analyst in the Washington, D.C. office of McKinsey & Company. Mr. Blackley holds a Bachelor of Arts degree in business from The University of North Carolina at Chapel Hill, and a Master of Business Administration from Harvard Business School. | Qualifications: We believe that Mr. Blackley is qualified to serve on our Board because of his extensive experience in finance, strategy and operations, especially in the field of healthcare, and his extensive knowledge in all aspects of our business. Skills: |

  17. Compensation Mix (1)

    | Independent Director Former Chief Medical Officer, Vocera, now part of Stryker Director Since September 2017 Other Public Boards None Evolent Board Committees • Compliance and Regulatory Affairs, Nominating and Corporate Governance | M. Bridget Duffy, MD, Age 64 | | | | M. Bridget Duffy, MD served as the Chief Medical Officer at Vocera, now part of Stryker, from January 2013 to May 2022. Prior to her appointment at Vocera, Dr. Duffy co-founded and served as Chief Executive Officer of ExperiaHealth from November 2010 to December 2012. Dr. Duffy also served as the Chief Experience Officer at the Cleveland Clinic. Dr. Duffy holds a Bachelor of Science degree from the University of Minnesota and received her doctorate in medicine from the University of Minnesota. She completed her residency in internal medicine at Abbott Northwestern Hospital in Minneapolis, Minnesota. | Qualifications: We believe Dr. Duffy is qualified to serve on our Board because of her extensive experience in healthcare, including as Chief Medical Officer of Vocera. Skills: |

  18. Compensation Mix (1)

    | Skills Key | | | | | | | | | | Risk Oversight | Healthcare | Finance | Executive | Technology | ESG | Govt/Regulatory |

  19. Compensation Mix (1)

    | 8 | Evolent Health, Inc. Proxy Statement 2024 |

  20. Compensation Mix (1)

    | Independent Director CEO, Headspace Director Since February 2024 Other Public Boards None Evolent Board Committees None | Russell Glass, Age 48 | | | | Russell Glass has served as CEO of Headspace since 2021. Prior to that, he held multiple CEO roles, most recently at Ginger, an on-demand mental health platform that merged with Headspace in 2021, resulting in the creation of an end-to-end digital mental health platform. In addition, Mr. Glass founded and served as the CEO and president of Bizo, a B2B marketing and data platform, which he sold to LinkedIn in 2014. Following the sale of Bizo, Mr. Glass became a product vice president at LinkedIn, where he delivered industry-leading solutions to help marketers get to the right professionals while improving the online experience of LinkedIn members. He holds a Bachelor of Science in Engineering and Economics from Duke University. | Qualifications: We believe that Mr. Glass is qualified to serve on our Board because of his extensive experience in healthcare technology innovation and artificial intelligence including as CEO of Headspace. Skills: |

  21. Compensation Mix (1)

    | Independent Director Managing Partner, HLM Venture Partners Director Since January 2020 Other Public Boards None Evolent Board Committees • Compensation, Strategy | Peter Grua, Age 69 | | | | Peter Grua is currently a Managing Partner at HLM Venture Partners (“HLM”), a venture capital investment firm, where his investment activities focus on health services, medical technologies and healthcare information technologies. Prior to joining HLM, Mr. Grua was a Managing Director at Alex Brown & Sons, an investment banking firm, where he directed research in healthcare services and managed care. Mr. Grua was previously a director at The Advisory Board Company and Welltower Inc. (formerly Health Care REIT, Inc.), and currently serves as a director at numerous companies including MeQuilibrium, Oceans Healthcare LLC,. MyTown Health, Vaxcare and Linkwell Health, Inc. Mr. Grua holds a bachelor’s degree from Bowdoin College and a master’s degree in business administration from the Columbia University Graduate School of Business. | Qualifications: We believe Mr. Grua is qualified to serve on our Board because of his extensive industry experience, including as an investment professional in the medical technologies and healthcare information technologies spaces. Skills: |

  22. Compensation Mix (1)

    | Skills Key | | | | | | | | | | Risk Oversight | Healthcare | Finance | Executive | Technology | ESG | Govt/Regulatory |

  23. Compensation Mix (1)

    | Evolent Health, Inc. Proxy Statement 2024 | 9 |

  24. Compensation Mix (1)

    | Independent Director EVP, UPMC Director Since August 2011 Other Public Boards None Evolent Board Committees • Audit, Compliance and Regulatory Affairs, Strategy | Diane Holder, Age 74 | | | | Diane Holder has served as an Executive Vice President of the University of Pittsburgh Medical Center (“UPMC”) since 2007, President of the UPMC Insurance Services Division and President and CEO of UPMC Health Plan since 2004. In 2023, Ms. Holder expanded her scope at UPMC and holds an additional title of President Community and Ambulatory Services Division, focused on integrating clinical delivery and financing strategies. She holds a Bachelor of Arts in psychology from the University of Michigan and a Master of Science in social work from Columbia University. | Qualifications: We believe that Ms. Holder is qualified to serve on our Board because of her extensive career in healthcare, including as CEO of UPMC Health Plan, part of UPMC, a large integrated health delivery system. Skills: |

  25. Compensation Mix (1)

    | Independent Director Former Executive Vice President, CVS Enterprise Modernization Director Since Since June 2023 Other Public Boards None Evolent Board Committees • Strategy | Richard Jelinek, Age 58 | | | | Richard Jelinek has served as Managing Partner at Czech One Capital Partners since May 2020. From November 2018 to May 2020, Mr. Jelinek previously served as Executive Vice President of CVS Health. Previously, Mr. Jelinek was Executive Vice President at Aetna from November 2015 to November 2018. Mr. Jelinek previously served on the Board of Directors of Altimar Acquisition Corp. III and Altimar Acquisition Corp II. He received a B.A. in Business Administration from the University of Southern California and an MBA and MHSA from the University of Michigan. | Qualifications: We believe that Mr. Jelinek is qualified to serve on our Board because of his extensive experience in the healthcare industry, particularly within the health insurance payer community and as a private equity investor in the healthcare space. Skills: |

  26. Compensation Mix (1)

    | Skills Key | | | | | | | | | | Risk Oversight | Healthcare | Finance | Executive | Technology | ESG | Govt/Regulatory |

  27. Compensation Mix (1)

    | 10 | Evolent Health, Inc. Proxy Statement 2024 |

  28. Compensation Mix (1)

    | Independent Director President and Chief Executive Officer, Blue Cross Blue Shield Association Director Since January 2021 Other Public Boards None Evolent Board Committees • Audit, Nominating and Corporate Governance | Kim Keck, Age 60 | | | | Kim Keck has served as the President and CEO of Blue Cross Blue Shield Association since January 2021. From June 2016 to December 2020, Ms. Keck previously served as the President and Chief Executive Officer of Blue Cross Blue Shield of Rhode Island. Previously, Ms. Keck held several leadership roles at Aetna from 2001 to 2016, including Senior Vice President from 2010 to 2016. Ms. Keck serves on the Board of Directors of Blue Cross Blue Shield Association and previously served on the Board of Directors of Oak Street Health, Inc. She received a B.A. in Mathematics from Boston College and an MBA in Finance from the University of Connecticut and is a Chartered Financial Analyst. | Qualifications: We believe that Ms. Keck is qualified to serve on our Board because of her extensive experience in the healthcare industry, particularly within the health insurance payer community. Skills: |

  29. Compensation Mix (1)

    | Independent Board Chair, Evolent Health, Inc. Main Principal, McClintock Scott Group Director Since November 2015 Board Chair Since June 2022 Other Public Boards Progyny, Inc. Evolent Board Committees • Audit, Compensation, Nominating and Corporate Governance | Cheryl Scott, Age 74 | | | | Cheryl Scott has served as the Main Principal of the McClintock Scott Group since July 2017. From June 2006 to July 2017, Ms. Scott served as Senior Advisor to the Bill & Melinda Gates Foundation. Before joining the foundation, Ms. Scott served for eight years as President and Chief Executive Officer of Group Health Cooperative. She previously served as that organization’s Executive Vice President and Chief Operating Officer. Ms. Scott currently serves on a variety of private and not-for-profit boards. She serves on the Board of Directors of Progyny, Inc. (NASDAQ: PGNY), and was a member of the board of directors of Recreational Equipment Incorporated (REI) from 2005 to 2017. Ms. Scott received her bachelor’s degree in communications and master’s degree in health management from the University of Washington. | Qualifications: We believe that Ms. Scott is qualified to serve on our Board because of her extensive career in healthcare, leadership and corporate governance, including as the Chief Executive Officer of Group Health Cooperative. Skills: |

  30. Compensation Mix (1)

    | Skills Key | | | | | | | | | | Risk Oversight | Healthcare | Finance | Executive | Technology | ESG | Govt/Regulatory |

  31. Compensation Mix (1)

    | Evolent Health, Inc. Proxy Statement 2024 | 11 |

  32. Compensation Mix (1)

    RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee of the Board (“Audit Committee”) has appointed the accounting firm of Deloitte & Touche LLP (“Deloitte”) to serve as our independent registered public accounting firm to audit the Company’s consolidated financial statements as of and for the fiscal year ending December 31, 2024 and its internal control over financial reporting as of December 31, 2024. Stockholder ratification of the appointment of Deloitte is not required by law, the New York Stock Exchange (“NYSE”) or the Company’s organizational documents. However, as a matter of good corporate governance, the Board has elected to submit the appointment of Deloitte to the stockholders for ratification at the Annual Meeting. Even if the appointment is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time if the Audit Committee believes that such a change would be in the best interest of the Company and its stockholders. If stockholders do not ratify the appointment of Deloitte, the Audit Committee will take that fact into consideration, together with such other factors it deems relevant, in determining its selection of an independent registered public accounting firm. Deloitte is considered by our management to be well-qualified. Deloitte has advised us that neither it nor any member thereof has any financial interest, direct or indirect, in the Company or any of our subsidiaries in any capacity. A representative of Deloitte will be present at the Annual Meeting, will be given the opportunity to make a statement at the Annual Meeting if he or she so desires and will be available to respond to appropriate questions. A majority of all of the votes cast at the Annual Meeting at which a quorum is present in person (by virtual attendance) or represented by proxy is required for the ratification of the appointment of Deloitte as our independent registered public accounting firm for the fiscal year ending December 31, 2024. We will treat abstentions as shares that are present and entitled to vote for purposes of determining the presence or absence of a quorum. Abstentions will have no effect on this proposal. Because the ratification of the appointment of the independent auditor is considered a “routine” matter, there will be no broker non-votes with respect to this proposal.

  33. Compensation Consultant

    Compensation Consultant The Compensation Committee has the authority under its charter to retain outside consultants or advisors, as it deems necessary or advisable. In accordance with this authority, the Compensation Committee has directly engaged Exequity as its independent compensation consultant to provide it with objective and expert analyses, advice and information with respect to executive compensation. All executive compensation services provided by Exequity were directed or approved by the Compensation Committee and Exequity reports directly to the Compensation Committee on this assignment. Exequity attended a portion of each of the Compensation Committee meetings during 2023. The Compensation Committee has concluded that no conflict of interest exists with Exequity with respect to the services it provided to the Compensation Committee during 2023. Exequity did not provide any services to the Company or its management other than services to the Compensation Committee and we do not currently expect Exequity to provide other services to the Company while serving as the Compensation Committee’s consultant. In addition to Exequity, members of our human resources, legal and finance departments support the Compensation Committee in its work management by providing data, analysis and recommendations regarding the Company’s executive and director compensation practices and policies and individual pay recommendations.

  34. Compensation Consultant

    | Evolent Health, Inc. Proxy Statement 2024 | 19 |

  35. Year in Review

    | • | Achieved an employee engagement score of approximately 85%, placing Evolent above benchmarks for this metric. |

  36. Our 2023 Executive Compensation Program and Practices

    | Category | Core Component | Objective/Features | | Salary | Base Salary | Ongoing cash compensation based on the executive officer’s role and responsibilities, individual job performance and experience. We use base salary to provide the security of a competitive fixed cash payment for services rendered. | | Short-Term Cash Incentives | Annual Cash Incentives | For 2023, short-term incentive payments were determined taking into account financial and operational/strategic goals, and an individual leadership assessment. | | Long-Term Equity Incentives | Restricted Stock Units | Restricted stock units (“RSUs”) are used to provide a retentive element to our compensation program while still tying the value of the award to the performance of our stock. All RSUs granted as part of our long-term incentive plan in 2023 vest ratably in equal installments on each of the first three anniversaries of the grant date. The vesting schedule helps ensure executives are continuously tied to share price performance and thinking long-term. | | | Performance Stock Units | Performance stock units (“PSUs”) are used to better align long-term compensation with sustained financial and operating performance, as measured by aggressive cumulative Adjusted EBITDA and revenue growth targets over a three-year period. | | Other | Miscellaneous | We provide other benefits that are competitive and consistent with the market. We offer general health and welfare benefits. Retirement benefits are generally limited to participation in a tax-qualified 401(k) plan, which includes a one-time discretionary Company match at the end of the calendar year. |

  37. Compensation Mix(1)

    | (1) Consists of 2023 base salary (as reported in the Salary column of the 2023 Summary Compensation Table), 2023 target annual incentive opportunity, long-term incentive awards granted in 2023 (as reported in the Stock Awards column of the 2023 Summary Compensation Table) and other compensation (as reported in the All Other Compensation column of the 2023 Summary Compensation Table). |

  38. Objectives of our Executive Compensation Program

    | • | Align the long-term interests of our executives and stockholders through the ownership of Company stock by executives and by rewarding stockholder value creation; |

  39. Compensation Setting Process

    Compensation Setting Process The Compensation Committee makes compensation determinations for our CEO after consideration of individual and Company performance for the year, along with an examination of external market data of our industry peer group, as described below under “Use of Peer Companies.” The Compensation Committee makes compensation determinations for our NEOs other than our CEO based on recommendations made by our CEO, taking into account each NEO’s individual performance (with an assessment of the individual’s accomplishments provided by our CEO) and Company performance, along with an examination of external market data of our industry peer group, as described below under “Use of Peer Companies.”

  40. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Compensation Committee retained Exequity as its independent compensation consultant during fiscal 2023. The Compensation Committee assessed the independence of Exequity and whether its work raised any conflict of interest, taking into consideration the independence factors set forth in applicable SEC and NYSE rules, and determined that Exequity is independent. Exequity took guidance from and reported directly to the Compensation Committee. Exequity advised the Compensation Committee on current and future trends and issues in executive compensation and on the competitiveness of the compensation structure and levels of our NEOs during 2023. At the request of the Compensation Committee, Exequity performed the following services, among others, to inform the Compensation Committee’s decisions regarding executive compensation for 2023:

  41. Role of the Independent Compensation Consultant

    | • | Developed a peer group to provide context for the range of appropriate compensation for NEOs and compensation program designs; |

  42. Role of the Independent Compensation Consultant

    | • | Conducted a market review and analysis for our NEOs to determine whether their targeted total direct compensation opportunities were competitive with positions of a similar scope in similarly sized companies in similar industries; |

  43. Role of the Independent Compensation Consultant

    | • | Assisted in the development of short- and long-term incentive design; |

  44. Role of the Independent Compensation Consultant

    | • | Kept the Compensation Committee aware of executive and director compensation trends and developments and |

  45. Role of the Independent Compensation Consultant

    | • | Attended Compensation Committee meetings, as requested, to discuss these items. |

  46. Role of the Independent Compensation Consultant

    All services performed for us by Exequity during 2023 were related to executive and non-employee director compensation.

  47. Use of Peer Companies

    Use of Peer Companies The Compensation Committee reviewed the Company’s peer group to determine if revisions were needed for 2023 based on changes affecting either the Company or any of the peer group companies. Our process focused on reviewing companies within related industries to develop an array of peer benchmarks that balance industry focus, revenue size, market capitalization, and the competitive market for talent. Based on guidance from Exequity, and the application of the scoping factors highlighted above, the Compensation Committee adjusted the peer group. In so doing, the Compensation Committee removed

  48. Use of Peer Companies

    | Evolent Health, Inc. Proxy Statement 2024 | 31 |

  49. Use of Peer Companies

    Inovalon Holdings, Inc. as it was acquired by an equity consortium led by Nordic Capital in November 2021, Natus Medical Incorporated as it was acquired by ArchiMed in July 2022, and Tivity Health, Inc. as it was acquired by Stone Point Capital in June 2022. To replace the companies removed from the peer group and ensure an ongoing robust sampling of peer executive compensation data, the Compensation Committee also added new peer companies, including Amedisys, Inc., Apollo Medical Holdings, Inc., Health Catalyst, Inc., Omnicell, Inc., and Teladoc Health, Inc. Following the addition of these companies, the Company’s main peer group reflected a balance of proper industry focus and an array of companies within a reasonable range of revenue size and market capitalization relative to the Company, as further described below. All of the peer companies are publicly traded and demonstrate appropriate revenue size and industry focus or a level of complexity and business model similar to ours. For the purposes of the Compensation Committee’s review and approval of the peer group in early September 2022, our market capitalization was at the peer group 59th percentile, and our revenues rested at the peer group 41st percentile, based on trailing 12-month (“TTM”) financial information available as of September 9, 2022. The 2023 peer group consisted of the following companies:

  50. Use of Peer Companies

    | Amedisys, Inc. | Omnicell, Inc. | | Apollo Medical Holdings, Inc. (now Astrana Health, Inc.) | Pediatrix Medical Group, Inc. | | CorVel Corporation | Premier, Inc. | | Health Catalyst, Inc. | R1 RCM Inc. | | HealthEquity, Inc. | RadNet, Inc. | | Huron Consulting Group Inc. | Surgery Partners, Inc. | | LHC Group, Inc | Teladoc Health, Inc. | | NextGen Healthcare, Inc. | Veradigm Inc. |

  51. Use of Peer Companies

    | | Revenue (TTM as of 9/9/22, in millions) | Revenue (FY 2022, in millions) | Revenue (FY 2023, in millions)(1) | Market Capitalization (as of 9/9/22, in millions) | Market Capitalization (as of 12/31/22, in millions) | Market Capitalization (as of 12/31/23, in millions)(1) | | Evolent Health, Inc. | $1,088 | $1,352 | $1,964 | $3,840 | $2,798 | $3,797 | | Evolent Health, Inc. Percentile Rank | 41% | 43% | 69% | 59% | 61% | 73% | | Peer Group 75th Percentile | $2,004 | $2,035 | $2,176 | $4,768 | $3,911 | $3,903 | | Peer Group Median | $1,310 | $1,431 | $1,445 | $2,722 | $2,380 | $2,518 | | Peer Group 25th Percentile | $915 | $1,038 | $1,194 | $1,454 | $1,328 | $1,707 |

  52. Use of Peer Companies

    | (1) Peer group figures exclude LHC Group, Inc., which was acquired in February 2023 by UnitedHealth Group, and NextGen Healthcare, Inc which was acquired in November 2023 by Thoma Bravo. |

  53. Use of Peer Companies

    Consistent with 2022, in 2023 the Compensation Committee also considered compensation data for an additional array of emerging healthcare disruptor organizations, mainly to provide additional reference related to pay practices across the broader industry as additional information related to pay decisions for Mr. McCarthy in particular. At the time the Compensation Committee reviewed comparative pay data in November 2022, median TTM revenues as of October 24, 2022 for this array of companies was $1.1B million and median market capitalization as of October 24, 2022 was $2.3 billion. Compensation data from public filings of companies in our peer group and the reference organizations described above and from published surveys formed the basis of the competitive benchmarking analysis and pay mix comparison. The data provided a useful reference point in the Compensation Committee’s efforts to appropriately align target total executive compensation to that of our peers, which affords our

  54. Use of Peer Companies

    | 32 | Evolent Health, Inc. Proxy Statement 2024 |

  55. Use of Peer Companies

    NEOs the opportunity to earn above-target level of compensation for exceptional performance that could be expected to increase value for stockholders, while providing that they would earn less than targeted compensation if the Company’s performance failed to meet expectations. In determining the structure of our executive compensation program, as well as the individual pay levels of our NEOs the Compensation Committee reviewed competitive market data provided by Exequity, which compared the various elements of compensation provided to our executive officers, relative to compensation paid to individuals holding similar positions at companies in our executive compensation peer group. Exequity worked with the Compensation Committee and management to assess the data and review our compensation practices. The table below summarizes the relative positioning of target total compensation opportunities for our senior executives vs. the 2023 peer group as of the time the Compensation Committee reviewed executive pay benchmarking in November 2022, prior to making pay decisions for 2023.

  56. Use of Peer Companies

    | Target Pay vs. Peer Median by Elements of Program | | | | | CEO | All other Sr. Executives Benchmarked | | Base Salary | (26)% | (14)% | | Target Bonus | (30)% | (18)% | | Target Total Cash | (30)% | (16)% | | Long-term Incentive | 13% | 3% | | Target Total Compensation | 8% | 2% |

  57. Use of Peer Companies

    Given our executives’ progression in their roles and generally superior performance, the Compensation Committee approved significant pay increases (particularly with respect to long-term incentive opportunities) to continue to align compensation with shareholder interests as well as company and individual performance.

  58. Annual Cash Incentive Plan

    Annual Cash Incentive Plan Under our annual performance-based short-term cash incentive plan, which we refer to as the 2023 Bonus Plan, we provide our NEOs with the opportunity to receive a variable, at-risk cash payment. Payments under the 2023 Bonus Plan to our NEOs are determined at the discretion of our Compensation Committee, and, in the case of our NEOs other than Mr. Blackley, on recommendations made by Mr. Blackley, considering the executive’s performance as rated on a five-point scale against predetermined performance goals. Each of our NEO’s threshold bonus opportunities, which correspond to three out of five points (or a rating of “meets expectations”), target bonus opportunities, which correspond to four out of five points (or a rating of “exceeds expectations”) and maximum bonus opportunities, which correspond to five out of five points (or a rating of “exceptional performance”) under the 2023 Bonus Plan are set forth in the table below. Bonuses are not awarded in the event of overall performance below the threshold level.

  59. Annual Cash Incentive Plan

    | Name | Threshold (Meets Expectations) | Target (Exceeds Expectations) | Maximum (Exceptional Performance) | | Seth Blackley | $400,000 | $800,000 | $1,200,000 | | John Johnson | 250,000 | 375,000 | 625,000 | | Daniel McCarthy | 275,000 | 550,000 | 825,000 | | Emily Rafferty | 100,000 | 200,000 | 300,000 | | Jonathan Weinberg | 212,500 | 318,750 | 425,000 | | Steve Tutewohl | 200,000 | 400,000 | 600,000 |

  60. Annual Cash Incentive Plan

    | 34 | Evolent Health, Inc. Proxy Statement 2024 |

  61. Annual Cash Incentive Plan

    Short-term incentive payments are based, at the discretion of the Compensation Committee, 85% on the attainment of company-wide financial objectives, 15% on team and strategy goals and a personal leadership assessment, each assessed with reference to the Compensation Committee’s five-point scale. The Compensation Committee, in exercising its judgment and discretion to adjust an award up or down, then considers all facts and circumstances when evaluating performance, including changing market conditions and broad corporate strategic initiatives, along with overall responsibilities and contributions of the executives, in making final award determinations.

  62. 2023 Bonus Plan Payout Results

    2023 Bonus Plan Payout Results After evaluating how well each NEO performed his or her job, based on both qualitative and quantitative results, along with guidance from the CEO in the case of Mr. Johnson, Mr. McCarthy, Ms. Rafferty, Mr. Tutewohl and Mr. Weinberg, our Compensation Committee determined, in its discretion, to award an annual bonus to Mr. McCarthy in an incremental amount above the “Maximum” bonus to reflect his expanded role and responsibilities in the restructured organization and specialty strategy. Specifically, the incremental amount of bonus award was based on the following: Mr. McCarthy’s leadership and impact in the Company’s 2023 results and growth, outsized role in repositioning the organization and driving delivery on the Company’s specialty and product goals. An annual bonus was awarded to each of Mr. Blackley, Mr. Johnson, Mr. McCarthy, Ms. Rafferty, and Mr. Weinberg at “Maximum” based on Company performance as described above and individual performance for each executive. An annual bonus was awarded to Mr. Tutewohl at “Target” based on the performance of the administrative services business and his contributions and leadership in supporting the Company’s repositioning. Each of these amounts is included in the “Bonus” column of the Summary Compensation Table in this proxy statement. The Compensation Committee’s review is not a formula-based process, but rather involves the exercise of discretion and judgment. This enables the Compensation Committee to differentiate among NEOs and emphasize the link between personal performance and compensation. All amounts earned under the 2023 Bonus Plan were paid to participants in the first quarter of 2024.

  63. 2023 Bonus Plan Payout Results

    | Name | Threshold | Target | Maximum | Overall Committee Assessment | Bonus Payout | | Seth Blackley | $400,000 | $800,000 | $1,200,000 | Maximum | $1,200,000 | | John Johnson | 250,000 | 375,000 | 625,000 | Maximum | 625,000 | | Daniel McCarthy | 275,000 | 550,000 | 825,000 | Above Maximum | 850,000 | | Emily Rafferty | 100,000 | 200,000 | 300,000 | Maximum | 300,000 | | Jonathan Weinberg | 212,500 | 318,750 | 425,000 | Maximum | 425,000 | | Steve Tutewohl | 200,000 | 400,000 | 600,000 | Target | 232,329 |

  64. Long-Term Equity Compensation

    Long-Term Equity Compensation As part of our annual equity award grants, in March 2023, our Compensation Committee approved the grant of equity-based awards under the Evolent Health, Inc. 2015 Omnibus Incentive Compensation Plan (as amended, the “2015 Plan”) to certain of our employees, including our NEOs, in the form of performance-based PSUs and time-based RSUs. To balance the LTI risk for Mr. Blackley, the Compensation Committee determined to award Mr. Blackley at approximately 70% PSU/30% RSU, which was the same mix as in 2022. The Compensation Committee also awarded Messrs. Johnson and McCarthy approximately 70% PSU/30% RSU as part of the annual LTI grant, which was the same mix as 2022. Further, to continue to align with performance and financials for the other NEOs, the Compensation Committee awarded Ms. Rafferty, Mr. Weinberg and Mr. Tutewohl approximately 50% PSU/50% RSU for the 2023 long-term equity compensation awards, in the cases of Ms. Rafferty and Mr. Weinberg increasing the weighing of the PSU component to align executives’ long term incentive opportunities with sustained company performance and promote increased shareholder alignment. For our NEOs, 2023 grant amounts were determined and established to deliver the total target compensation opportunity within an acceptable range of the peer group median for each respective position. The Compensation Committee considers its long-term equity compensation program to be a key component of the executive officer compensation program to motivate and reward executive officers over the long term and further align the interests of our executives with those of our stockholders.

  65. Long-Term Equity Compensation

    | 36 | Evolent Health, Inc. Proxy Statement 2024 |

  66. 2023 Performance Stock Units

    2023 Performance Stock Units On March 1, 2023, Mr. Blackley, Mr. Johnson, Mr. McCarthy, Ms. Rafferty, Mr. Weinberg and Mr. Tutewohl each received a grant of PSUs. The design of the PSUs serves to align management’s interests with those of long-term stockholders, incentivize decisions that promote appreciation of stockholder value and create retentive value over an established horizon. Given the criticality of Adjusted EBITDA and revenue as performance indicators for the Company, the Compensation Committee believes that an evaluation of sustained three-year Adjusted EBITDA performance and three-year revenue growth are appropriate complements to the annual evaluation of Adjusted EBITDA and annual revenue growth under the 2023 Bonus Plan. Shares are earned based on a sliding scale of performance above and below the performance goal. The sliding scale is anchored by a minimum performance requirement of company value. Under the PSU agreements, company value is calculated using a formula based on revenue growth and cumulative Adjusted EBITDA, as adjusted for any business acquired during the period. The Compensation Committee believes that the terms of the agreements governing the PSUs incentivize judicious use of capital in addition to adjusting targets based on Adjusted EBITDA and revenue attributable to acquired businesses. If the minimum performance goal is not achieved, then no PSUs are earned. If 100% of the performance goal is achieved, then the award is paid at target and if the maximum performance is achieved, then 250% of the targeted shares underlying the PSU are earned. If the company value falls between tiers on the sliding scale, the actual company value payout percentage is determined by linear interpolation between the percentages on a straight-line basis. On July 1, 2023, Mr. McCarthy and Ms. Rafferty each received a supplemental grant of PSUs to recognize their expanded roles and impact on Evolent’s new structure and broader strategy of becoming a more consolidated customer-centric company. These supplemental PSUs are subject to the same terms and conditions as the March 1, 2023 grants of PSUs and are detailed further in the table below on page 38, the Summary Compensation Table, and the Grants of Plan Based Awards Table.

  67. Modified 2022 Performance Stock Units

    Modified 2022 Performance Stock Units In light of the Company’s recent focus on a specialty-led strategy, on April 3, 2023, the Compensation Committee adopted an amendment to the 2022 PSUs to modify the Business Unit performance metrics. Among NEOs, this modification impacted only Mr. McCarthy and Ms. Rafferty. Under the modified 2022 PSUs, the Adjusted EBITDA and revenue growth performance goals for each Business Unit were replaced with Adjusted EBITDA and revenue growth metrics for the Company for the remainder of the three-year performance period, with an adjustment made upon vesting for expected Business Unit performance results for the period prior to the modification. The decision to modify the PSUs came after a strategic evaluation in which the Compensation Committee considered the Company’s continued integration of core operations under one go-to-market platform. The Company believes that the modified 2022 PSUs serve to further align and incentivize management interests with stockholder value, while at the same time further aligning the approach to the PSUs with the Company’s broader strategy of becoming a more consolidated customer-centric company. The amendment was structured such that the expected value of the 2022 PSUs after the adoption of the amendment was equivalent to the expected value of the 2022 PSUs immediately prior to the adoption of the amendment. The impact of the modifications to Mr. McCarthy and Ms. Rafferty’s 2022 PSUs is detailed in the Summary Compensation Table and in the associated footnotes.

  68. Restricted Stock Units

    Restricted Stock Units On March 1, 2023, each of the NEOs received grants of equity awards in the form of time-based RSUs. The RSUs vest ratably on each of the first three anniversaries of the grant date, subject to the individual’s continued employment through such date. RSUs are fair value awards that fluctuate with the upward and downward movement of the Company’s stock price. These awards serve to align management’s interest with those of stockholders, while at the same time creating more stability by providing an incentive for holders of RSUs to remain with the Company even if our stock price declines after the grant date. Grants of stock-based awards to our NEOs are generally made as part of the broad grant to other Company employees, which occurs annually, typically in the first quarter of the calendar year. The timing

  69. Restricted Stock Units

    | Evolent Health, Inc. Proxy Statement 2024 | 37 |

  70. Restricted Stock Units

    of annual grants generally is dictated by the timing of the completion of performance reviews and the timing of decisions regarding other forms of direct compensation. Stock-based awards are made under the terms of the Company’s 2015 Plan and, in the case of stock options, are granted with an exercise price equal to the closing price of our common stock on the grant date, as reported on the NYSE. In connection with Mr. Tutewohl’s departure as Chief Operating Officer, effective July 3, 2023, he received a supplemental grant of RSUs on July 1, 2023 to recognize his contribution to the transition of Evolent’s new structure during his employment and as additional consideration for obtaining a release of claims in connection with his termination. For further information on Mr. Tutewohl’s additional grant of RSUs, see “Potential Payments Upon Termination or Change in Control” sections of this proxy statement and the Grants of Plan Based Awards Table. The following table summarizes total PSU and RSU awards to our NEOs made during 2023, as well as the grant date value. As shown in the Summary Compensation Table and Grants of Plan-Based Awards Table, grant date values increased over 2022 grant date values, reflecting both superior Company performance, as well as the Compensation Committee’s desire to further promote the alignment of our NEO’s pay opportunities with stockholder interests.

  71. Restricted Stock Units

    | | 2023 Annual Grant | | July 1st, 2023 Supplemental Grants | Total Grant Date Value(3) | | Name | PSUs | RSUs | | | | Seth Blackley | 137,670 | 59,002 | — | $6,934,655 | | John Johnson | 47,630 | 20,413 | — | 2,399,196 | | Daniel McCarthy (1) | 64,300 | 27,557 | 28,500 | 4,102,428 | | Emily Rafferty (1) | 17,500 | 17,500 | 10,000 | 1,537,100 | | Jonathan Weinberg | 12,758 | 12,758 | — | 899,694 | | Steve Tutewohl(2) | 17,011 | 17,011 | 9,000 | 1,472,316 |

  72. Restricted Stock Units

    | (1) On July 1, 2023, Mr. McCarthy and Ms. Rafferty each received a supplemental grant of PSUs to recognize their expanded roles and impact on Evolent’s new structure and broader strategy of becoming a more consolidated customer-centric company. These supplemental PSUs are subject to the same terms and conditions as the March 1, 2023 grants of PSUs. |

  73. Restricted Stock Units

    | (2) In connection with Mr. Tutewohl’s departure as Chief Operating Officer, effective July 3, 2023, he received a supplemental grant of RSUs to recognize his contribution to the transition of Evolent’s new structure during his employment and as additional consideration for obtaining a release of claims in connection with his termination. |

  74. Restricted Stock Units

    | (3) The amounts reported in this column represent the aggregate grant-date fair value of PSUs and RSUs granted during 2023 as computed in accordance with ASC 718. For a further discussion of the assumptions used in the calculation of these amounts, please see Note 15 of Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |

  75. Restricted Stock Units

    For further information regarding our PSU and RSU awards, see the “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table” and “Potential Payments Upon Termination or Change in Control” sections of this proxy statement.

  76. Payout of 2021–2023 Performance Share Units

    Payout of 2021–2023 Performance Share Units On March 1, 2021, Messrs. Blackley, Johnson, McCarthy, Weinberg and Tutewohl each received a grant of PSUs. The design of the PSUs served to align management’s interests with those of long-term stockholders, incentivize decisions that promote appreciation of stockholder value and create retentive value over an established horizon. Given the criticality of Adjusted EBITDA as a performance indicator for the Company, the Compensation Committee believed that an evaluation of sustained Adjusted EBITDA performance was an appropriate complement to the annual evaluation of Adjusted EBITDA under the 2021, 2022, and 2023 Bonus Plans. Further, since sustained Adjusted EBITDA performance was evaluated for the first time beginning in 2021 and since the Company wished to emphasize both two-year and three-year sustained performance horizons, the Compensation Committee felt it appropriate to structure the performance such that 50% of each PSU award was subject to a two-year performance period with

  77. Payout of 2021–2023 Performance Share Units

    | 38 | Evolent Health, Inc. Proxy Statement 2024 |

  78. Payout of 2021–2023 Performance Share Units

    cumulative Adjusted EBITDA goals approved for such period and the remaining 50% of each award was subject to a three-year performance period with cumulative Adjusted EBITDA goals approved for such period. Each performance period for the award commenced on January 1, 2021. Shares earned based on two and three-year cumulative Adjusted EBITDA performance are adjusted based on Evolent’s TSR, which represents the cumulative stock price performance during the performance period. If the stock price as of December 31, 2023 was more than 30% below the stock price as of December 31, 2020, shares earned are adjusted -10%. If the stock price as of December 31, 2023 is more than 30% above the stock price as of December 31, 2020, shares earned are adjusted +10%. The second tranche of these PSUs were earned based on 2021–2023 performance achievements, as detailed in the tables below.

  79. Payout of 2021–2023 Performance Share Units

    | Performance Level | Cumulative Adjusted EBITDA for 2021–2023 | Cumulative Adjusted EBITDA Payout % | | Below Threshold | < $151.0 M | 0% | | Threshold | $151.0 M | 50% | | Target | $193.0 M | 100% | | Target Plus | $238.0 M | 150% | | Maximum | Equal to or greater than $263.0 M | 200% | | Actual EBITDA Adjusted Performance | $367.326 M | 200%(1) |

  80. Payout of 2021–2023 Performance Share Units

    | (1) Since Evolent’s last closing stock price as of December 31, 2023 ($33.03 on December 29, 2023, the last trading day of 2023) was 106% more than Evolent’s closing stock price on December 31, 2020 ($16.03), the earned shares were increased by 10%, as shown in the table below. |

  81. Payout of 2021–2023 Performance Share Units

    Based on the Adjusted EBITDA and TSR performance shown above, PSUs were paid out as follows to current NEOs:

  82. Payout of 2021–2023 Performance Share Units

    | Name | Target Number of PSUs | Number of PSUs Earned | | Seth Blackley | 93,732 | 206,209 | | John Johnson | 20,000 | 44,000 | | Daniel McCarthy | 12,500 | 27,500 | | Emily Rafferty (1) | — | — | | Jonathan Weinberg | 5,250 | 11,550 | | Steve Tutewohl | 6,500 | 14,300 |

  83. Payout of 2021–2023 Performance Share Units

    | (1) Ms. Rafferty did not receive a grant of PSUs on March 1, 2021. |

  84. Payout of 2021–2023 Performance Share Units

    | Evolent Health, Inc. Proxy Statement 2024 | 39 |

  85. Payout of CEO’s June 4, 2020 Leveraged Stock Units (“LSUs”)

    Payout of CEO’s June 4, 2020 Leveraged Stock Units (“LSUs”) On June 4, 2020, Mr. Blackley received a grant of performance-based LSUs. The design of the LSUs served to align management’s interests with those of long-term stockholders, incented decisions that promoted appreciation of stockholder value and created retentive value over a three and a half-year horizon. The LSUs had a performance and vesting period that culminated on December 4, 2023. The LSUs vested based on the cumulative stock price performance during the performance period, as shown in the table below. The stock price hurdles required to earn shares represented significant premiums relative to the closing stock price on the date of grant of $6.30.

  86. Payout of CEO’s June 4, 2020 Leveraged Stock Units (“LSUs”)

    | Performance Level | Cumulative Stock Price Performance | Payout in Shares as a % of Target Amount | | Below Threshold | < $8.40 | 0% | | Threshold | $8.40 | 75% | | Target | $9.45 | 100% | | Above Target | $12.60 | 150% | | Maximum | Equal to or greater than $18.90 | 200% | | Actual Performance | $24.82 | 200% |

  87. Payout of CEO’s June 4, 2020 Leveraged Stock Units (“LSUs”)

    Based on this stock price performance, the LSUs paid out as follows to Mr. Blackley, the only current NEO holding LSUs:

  88. Payout of CEO’s June 4, 2020 Leveraged Stock Units (“LSUs”)

    | Name | Target Number of LSUs | Number of LSUs Earned | | Seth Blackley | 140,000 | 280,000 |

  89. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control On January 27, 2021, the Company entered into individual severance and change in control agreements pursuant to which, Messrs. Blackley, Johnson, McCarthy, Weinberg, and Tutewohl (the “Covered Executives”) are eligible to receive certain payments and benefits in the event that they are terminated involuntarily by the Company without Cause or resign from their employment with the Company for Good Reason (as defined in the applicable agreement), either prior to or after a change in control of the Company. These agreements were approved by the Board of Directors’ Compensation Committee in consultation with Exequity following a review of peer and industry plans and practices. The severance benefits vary depending on whether the qualifying termination occurs in connection with or within the 24-month period following a change in control of the Company (a “CIC Qualifying Termination”) or is not in connection with a change in control (a “Non-CIC Qualifying Termination”). Ms. Rafferty is not a party to a severance and change in control agreement with the Company. If a Covered Executive incurs a Non-CIC Qualifying Termination, timely executes a release of claims and complies with applicable restrictive covenants, he will be entitled to receive the following: (i) for 12 months following termination for Mr. Johnson, Mr. McCarthy, and Mr. Weinberg, and for 18 months following termination for and Mr. Blackley (the “Non-CIC Severance Period”), cash payments equal to the Covered Executive’s base salary (1.5 times for Mr. Blackley) payable in ordinary payroll installments; (ii) a lump sum cash bonus for the fiscal year of termination based on (x) the Covered Executive’s target annual bonus in the case of a termination in the first six months of the fiscal year; or (y) actual performance in the case of a termination during the last six months of the fiscal year, in each case pro-rated based on the portion of the year elapsed prior to termination; (iii) for outstanding unvested time-vesting equity awards, additional service equal to the applicable Non-CIC Severance Period will be credited and for outstanding performance-based equity awards, the vesting will be determined at the end of the applicable performance period based on actual performance and pro-rated for the Covered Executive’s period of service during the performance period, including the Non-CIC Severance Period; and (iv) if the Covered Executive elects COBRA coverage under a group health plan of the Company, an amount that, after applicable taxes, is equal to the portion of the cost of coverage under the group health plan that is

  90. Potential Payments Upon Termination or Change in Control

    | 40 | Evolent Health, Inc. Proxy Statement 2024 |

  91. Potential Payments Upon Termination or Change in Control

    subsidized by the Company for active employees, for the applicable Non-CIC Severance Period or the period of COBRA coverage, if shorter. If a Covered Executive incurs a CIC Qualifying Termination, timely executes a release of claims and complies with applicable restrictive covenants, he will be entitled to receive the following: (i) a cash lump sum equal to his then annual base salary plus his target bonus for the fiscal year of termination multiplied by 1.5 (multiplied by two for Mr. Blackley); (ii) a lump sum cash bonus for the fiscal year of termination based on (x) the Covered Executive’s target annual bonus in the case of a termination in the first six months of the fiscal year; or (y) actual performance in the case of a termination during the last six months of the fiscal year, in either case pro-rated based on the portion of the year elapsed prior to termination; (iii) outstanding unvested time-vesting equity awards will automatically vest in full, and any outstanding unvested performance-based equity awards will be deemed to have vested at the greater of target and actual performance through to the date of termination; and (iv) if the Covered Executive elects COBRA coverage under a group health plan of the Company, an amount that, after applicable taxes, is equal to the portion of the cost of coverage that is subsidized by the Company for active employees, for 18 months for each of Mr. Johnson, Mr. McCarthy, and Mr. Weinberg and for 24 months for Mr. Blackley, or for the period of COBRA coverage, if shorter. Mr. Tutewohl was involuntarily terminated without Cause from his position of Chief Operating Officer, effective July 3, 2023. He remained employed with the Company in a transitional role through July 31, 2023. Consistent with his existing severance and change in control agreement, upon his termination Mr. Tutewohl became entitled to receive (i) one year of salary continuation; (ii) annual bonus based on actual performance, prorated for days through his termination date on July 31, 2023; (iii) employer-paid COBRA continuation for twelve months; and (iv) vesting of his outstanding equity awards granted under the equity plan assuming (i) for purposes of any time-based vesting conditions applicable to such awards, Mr. Tutewohl was deemed to have completed an additional twelve months of employment following the separation date and (ii) satisfaction of performance-based awards through the end of the performance period prorated based on the number of days employed by the Company during the vesting measurement period through the separation date plus twelve months divided by the number of days in the performance period. The value of equity award acceleration for Mr. Tutewohl was calculated based on the closing price of our common stock of $30.39 on July 31, 2023 (the last trading date prior to his termination). In recognition for Mr. Tutewohl’s contribution to the transition to Evolent’s new structure during his employment and as additional consideration for obtaining a release of claims in connection with his termination, the Company awarded Mr. Tutewohl a grant of RSUs on July 1, 2023 that were in addition to the severance benefits he was entitled to under his severance and change in control agreement. Mr. Tutewohl’s severance benefits and additional RSU grant are reflected below in the Summary Compensation Table, Grants of Plan-Based Awards table and Potential Payments Upon Termination or Change in Control table.

  92. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation earned by our Chief Executive Officer, our Chief Financial Officer and our three other most highly compensated named executive officers, who we refer to as our NEOs, during our fiscal years ended December 31, 2023, 2022 and 2021, except in the case of Ms. Rafferty, who was not a NEO in 2022 or 2021 and Mr. McCarthy, who was not a NEO in 2021.

  93. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards (1) | All Other Compensation (2) | Total Compensation | | Seth Blackley | 2023 | $783,333 | $1,200,000 | $6,934,655 | $13,200 | $8,931,188 | | Chief Executive Officer (3) | 2022 | 683,333 | 1,094,000 | 5,935,881 | 12,200 | 7,725,414 | | | 2021 | 600,000 | 1,125,000 | 4,789,685 | 11,600 | 6,526,285 | | John Johnson | 2023 | 493,333 | 625,000 | 2,399,196 | 13,067 | 3,530,596 | | Chief Financial Officer | 2022 | 432,292 | 550,000 | 2,192,000 | 11,925 | 3,186,217 | | | 2021 | 375,000 | 550,000 | 1,608,200 | 11,600 | 2,544,800 | | Daniel McCarthy | 2023 | 535,000 | 850,000 | 4,367,308 | 11,317 | 5,763,625 | | President (4) | 2022 | 432,292 | 850,000 | 2,192,000 | 10,475 | 3,484,767 | | Emily Rafferty | 2023 | 384,500 | 300,000 | 1,593,860 | 13,200 | 2,291,560 | | Chief Operating Officer (4) | | | | | | | | Jonathan Weinberg | 2023 | 425,000 | 675,000 | 899,694 | 13,200 | 2,012,894 | | General Counsel (5) | 2022 | 405,625 | 278,240 | 822,000 | 12,200 | 1,518,065 | | | 2021 | 390,000 | 317,500 | 705,483 | 11,600 | 1,424,583 | | Steve Tutewohl | 2023 | 233,333 | 232,329 | 1,472,316 | 436,040(6) | 2,374,018 | | Former Chief Operating Officer | 2022 | 395,833 | 350,000(7) | 1,096,000 | 12,200 | 1,854,033 | | | 2021 | 375,000 | 702,750 | 874,385 | 11,600 | 1,963,735 |

  94. Summary Compensation Table

    | (1) The amounts reported in this column represent the aggregate grant-date fair value of PSUs and RSUs granted during 2023, 2022 and 2021 and, as computed in accordance with ASC 718. 2023 PSUs reflect the grant-date fair value based on probably performance at target. The grant date fair value of the 2023 PSUs if maximum performance of 250% is achieved as follows for Messers. Blackley, Johnson, McCarthy, Weinberg and Tutewohl and Ms. Rafferty, respectively: $12.1 million, $4.2 million, $7.8 million, $2.3 million, $1.1 million and $1.5 million. For a further discussion of the assumptions used in the calculation of the grant-date fair values for the RSUs and PSUs pursuant to ASC 718, see Note 15 of Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. For further discussion of PSUs and RSUs granted in 2023, see the section entitled “Long-Term Annual Equity Compensation” in the “Compensation Discussion & Analysis” section of this proxy statement and the discussion in the “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table” section of this proxy statement. |

  95. Summary Compensation Table

    | (2) For all NEOs, amounts reported in this column represent a 401(k) matching contribution provided by the Company to each NEO. The discretionary 401(k) matching contributions are made to each participant in the 401(k) in an amount up to 4% of the participant’s annual base salary, subject to certain limitations, and vest over a three-year period. As permitted by SEC rules, the amounts shown do not include life insurance premiums for coverage offered through programs available on a nondiscriminatory basis to all employees of the Company. |

  96. Summary Compensation Table

    | (3) Mr. Blackley also serves as director of the Company but did not receive any compensation for his role as a director. |

  97. Summary Compensation Table

    | (4) On April 3, 2023, the Compensation Committee adopted an amendment to the 2022 PSUs modifying the Business Unit performance metrics in light of the Company’s focus on a specialty-led strategy. As a result, Mr. McCarthy and Ms. Rafferty’s 2022 PSU grant was amended, and the modification was classified as a Type 1 event which records the fair value of shares issued at the closing price of $32.13 on the modification date. The Company will recognize an incremental expense through the vesting date of December 31, 2024, of $264,880 for Mr. McCarthy and $56,760 for Ms. Rafferty computed in accordance with ASC 718, which is reflected in the Stock Awards column. |

  98. Summary Compensation Table

    | (5) Separate from his 2022 Bonus Plan award, during 2023, Mr. Weinberg received a $250,000 transaction bonus that was earnable upon the closing of the NIA transaction. |

  99. Summary Compensation Table

    | Evolent Health, Inc. Proxy Statement 2024 | 45 |

  100. Summary Compensation Table

    | (6) For Mr. Tutewohl, amounts reported reflect one year of salary continuation, pro-rated cash bonus, 401(k) matching contribution in the amount of $9,333 and COBRA continuation coverage paid and accrued in 2023 under his severance and change in control agreement in connection with his involuntary termination without cause from the Company. Such severance benefits reported exclude the fair value of equity award acceleration that vested in accordance with the terms of his severance and change in control agreement and has been reported in the “Stock Awards” column the Summary Compensation Table in the applicable year of grant. For further discussion of Mr. Tutewohl’s severance, see “Potential Payments Upon Termination or Change in Control” sections of this proxy statement. |

  101. Summary Compensation Table

    | (7) The amount reported in this column for 2022 was increased by $94,800, which reflects an incremental discretionary bonus awarded and paid to Mr. Tutewohl in February 2023. The Company determined that since Mr. Tutewohl’s bonus was awarded for his extraordinary efforts with repositioning and implementing efficiencies in the administrative services business (the former EHS business profile) during 2022, the amount should have been reflected in 2022 when the discretionary bonus was earned rather than when it was paid in 2023. |

  102. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table shows information with respect to each equity-based award granted to our NEOs during 2023:

  103. Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All other stock Awards: Number of Shares of Common Stock or Units (2) | Grant Date Fair Value of Stock and Option Awards (3) | | Name | Grant Date | Approval Date | Threshold (1) | Target (1) | Maximum (1) | | | | Seth Blackley | 3/1/2023 | 2/21/2023 | 68,835 | 137,670 | 344,175 | — | $4,854,244 | | | 3/1/2023 | 2/21/2023 | — | — | — | 59,002 | 2,080,411 | | John Johnson | 3/1/2023 | 2/21/2023 | 23,815 | 47,630 | 119,075 | — | 1,679,434 | | | 3/1/2023 | 2/21/2023 | — | — | — | 20,413 | 719,762 | | Daniel McCarthy | 3/1/2023 | 2/21/2023 | 32,150 | 64,300 | 160,750 | — | 2,267,218 | | | 3/1/2023 | 2/21/2023 | — | — | — | 27,557 | 971,660 | | | 4/3/2023 | 4/3/2023 | — | — | — | 56,000 | 264,880(4) | | | 7/1/2023(5) | 6/8/2023 | 14,250 | 28,500 | 71,250 | — | 863,550 | | Emily Rafferty | 3/1/2023 | 2/21/2023 | 8,850 | 14,500 | 43,750 | — | 617,050 | | | 3/1/2023 | 2/21/2023 | — | — | — | 17,500 | 617,050 | | | 4/3/2023 | 4/3/2023 | — | — | — | 12,000 | 56,760(4) | | | 7/1/2023(5) | 6/8/2023 | 5,000 | 10,000 | 25,000 | — | 303,000 | | Jonathan Weinberg | 3/1/2023 | 2/21/2023 | 6,379 | 12,758 | 31,895 | — | 449,847 | | | 3/1/2023 | 2/21/2023 | — | — | — | 12,758 | 449,847 | | Steve Tutewohl | 3/1/2023 | 2/21/2023 | 8,506 | 17,011 | 42,528 | — | 599,808 | | | 3/1/2023 | 2/21/2023 | — | — | — | 17,011 | 599,808 | | | 7/1/2023(6) | 6/8/2023 | — | — | — | 9,000 | 272,700 |

  104. Grants of Plan-Based Awards

    | (1) The threshold, target and maximums represent 50%, 100% and 250% of the number of PSUs potentially awarded, respectively. |

  105. Grants of Plan-Based Awards

    | (2) Reflects time-based RSUs granted under the 2015 Plan. |

  106. Grants of Plan-Based Awards

    | (3) The amounts reported in this column represent the aggregate grant-date fair value of PSUs and RSUs granted during 2023 as computed in accordance with ASC 718. For a further discussion of the assumptions used in the calculation of these amounts, please see Note 15 of Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |

  107. Grants of Plan-Based Awards

    | (4) On April 3, 2023, the Compensation Committee adopted an amendment to the 2022 PSUs modifying the Business Unit performance metrics in light of the Company’s focus on a specialty-led strategy. The Adjusted EBITDA and revenue growth performance goals for each Business Unit were replaced with the Adjusted EBITDA for the Company and revenue |

  108. Grants of Plan-Based Awards

    | 46 | Evolent Health, Inc. Proxy Statement 2024 |

  109. Grants of Plan-Based Awards

    | growth metrics for the remainder of the three-year performance period, with an adjustment made for expected Business Unit performance results for the period prior to the modification. As a result, Mr. McCarthy and Ms. Rafferty’s 2022 PSU grant were amended and recorded at the fair value of shares issued at the closing price of $32.13 on the modification date. The Company will recognize an incremental expense through the vesting date of December 31, 2024 related to the performance metric modification to all shares underlying the 2022 PSUs, as computed in accordance with ASC 718. |

  110. Grants of Plan-Based Awards

    | (5) On July 1, 2023, Mr. McCarthy and Ms. Rafferty each received a supplemental grant of PSUs to recognize their expanded roles and impact on Evolent’s new structure and broader strategy of becoming a more consolidated customer-centric company. |

  111. Grants of Plan-Based Awards

    | (6) In connection with Mr. Tutewohl’s departure as Chief Operating Officer, effective July 3, 2023, he received a supplemental grant of RSUs to recognize his contribution to the transition of Evolent’s new structure during his employment and as additional consideration for obtaining a release of claims in connection with his termination. |

  112. Grants of Plan-Based Awards

    The following describes material features of the compensation disclosed in the Summary Compensation Table and the Grants of Plan-Based Awards table. Consistent with our policy, we have not entered into employment agreements with any of our NEOs. For further information on the material features of the 2023 Bonus Plan, see the section entitled “Annual Cash Incentive Plan” in the “Compensation Discussion & Analysis” section of this proxy statement.

  113. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table summarizes the outstanding equity awards held by each of our NEOs as of December 31, 2023:

  114. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options - Exercisable | Number of Securities Underlying Unexercised Options - Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares of Units of Stock That Have Not Vested (1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | Seth Blackley | 2/1/2015 | 100,000 | — | — | 6.87 | 2/1/2025 | — | — | — | — | | | 3/1/2016 | 35,162 | — | — | 10.27 | 3/1/2026 | — | — | — | — | | | 3/1/2016 | 52,742 | — | — | 10.27 | 3/1/2026 | — | — | — | — | | | 2/1/2017 | 45,956 | — | — | 18.25 | 2/1/2027 | — | — | — | — | | | 2/1/2018 | 50,505 | — | — | 13.95 | 2/1/2028 | — | — | — | — | | | 3/1/2021 | — | — | — | — | — | 23,432(2) | 773,959 | — | — | | | 3/1/2022 | — | — | — | — | — | 151,647(3) | 5,008,900 | — | — | | | 3/1/2022 | — | — | — | — | — | 42,893(4) | 1,416,756 | — | — | | | 3/1/2023 | — | — | — | — | — | 137,670(3) | 4,547,240 | — | — | | | 3/1/2023 | — | — | — | — | — | 59,002(4) | 1,948,836 | — | — | | John Johnson | 5/1/2016 | 7,896 | — | — | 12.22 | 5/1/2026 | — | — | — | — | | | 2/1/2017 | 4,595 | — | — | 18.25 | 2/1/2027 | — | — | — | — | | | 2/1/2018 | 21,044 | — | — | 13.95 | 2/1/2028 | — | — | — | — | | | 3/2/2020 | — | — | — | — | — | 20,000(2) | 660,600 | — | — | | | 3/1/2021 | — | — | — | — | — | 20,000(2) | 660,600 | — | — | | | 3/1/2022 | — | — | — | — | — | 56,000(3) | 1,849,680 | — | — | | | 3/1/2022 | — | — | — | — | — | 15,840(4) | 523,195 | — | — | | | 3/1/2023 | — | — | — | — | — | 47,630(3) | 1,573,219 | — | — | | | 3/1/2023 | — | — | — | — | — | 20,413(4) | 674,241 | — | — | | Daniel McCarthy | 2/1/2017 | 3,064 | — | — | 18.25 | 2/1/2027 | — | — | — | — | | | 8/1/2017 | 4,550 | — | — | 24.75 | 8/1/2027 | — | — | — | — | | | 2/1/2018 | 16,835 | — | — | 13.95 | 2/1/2028 | — | — | — | — | | | 3/1/2019 | 10,776 | — | — | 13.29 | 3/1/2029 | — | — | — | — | | | 3/2/2020 | — | — | — | — | — | 12,500(2) | 412,875 | — | — | | | 3/1/2021 | — | — | — | — | — | 24,000(2) | 792,720 | — | — | | | 3/1/2022 | — | — | — | — | — | 56,000(3) | 1,849,680 | — | — | | | 3/1/2022 | — | — | — | — | — | 15,840(4) | 523,195 | — | — | | | 3/1/2023 | — | — | — | — | — | 64,300(3) | 2,123,829 | — | — | | | 3/1/2023 | — | — | — | — | — | 27,557(4) | 910,208 | — | — | | | 7/1/2023 | — | — | — | — | — | 28,500(3) | 941,355 | — | — |

  115. Outstanding Equity Awards at Fiscal Year-End

    | 48 | Evolent Health, Inc. Proxy Statement 2024 |

  116. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options - Exercisable | Number of Securities Underlying Unexercised Options - Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares of Units of Stock That Have Not Vested (1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | Emily Rafferty | 2/1/2017 | 9,191 | — | — | 18.25 | 2/1/2027 | — | — | — | — | | | 2/1/2018 | 16,835 | — | — | 13.95 | 2/1/2028 | — | — | — | — | | | 3/1/2019 | 14,368 | — | — | 13.29 | 3/1/2029 | — | — | — | — | | | 3/1/2021 | — | — | — | — | — | 12,000(2) | 396,360 | — | — | | | 3/1/2022 | — | — | — | — | — | 12,000(3) | 396,360 | — | — | | | 3/1/2022 | — | — | — | — | — | 7,920(4) | 261,598 | — | — | | | 3/1/2023 | — | — | — | — | — | 17,500(3) | 578,025 | — | — | | | 3/1/2023 | — | — | — | — | — | 17,500(4) | 578,025 | — | — | | | 7/1/2023 | — | — | — | — | — | 10,000(3) | 330,300 | — | — | | Jonathan Weinberg | 6/4/2015 | 16,887 | — | — | 17.00 | 6/4/2025 | — | — | — | — | | | 2/1/2017 | 12,255 | — | — | 18.25 | 2/1/2027 | — | — | — | — | | | 2/1/2018 | 25,253 | — | — | 13.95 | 2/1/2028 | — | — | — | — | | | 3/2/2020 | — | — | — | — | — | 10,000(2) | 330,300 | — | — | | | 3/1/2021 | — | — | — | — | — | 12,500(2) | 412,875 | — | — | | | 3/1/2022 | — | — | — | — | — | 10,000(3) | 330,300 | — | — | | | 3/1/2022 | — | — | — | — | — | 13,200(4) | 435,996 | — | — | | | 3/1/2023 | — | — | — | — | — | 12,758(3) | 421,397 | — | — | | | 3/1/2023 | — | — | — | — | — | 12,758(4) | 421,397 | — | — | | Steve Tutewohl | 3/1/2022 | — | — | — | — | — | 17,205(3) | 568,297 | — | — | | | 3/1/2023 | — | — | — | — | — | 8,964(3) | 296,074 | — | — |

  117. Outstanding Equity Awards at Fiscal Year-End

    | (1) The values reported in this column are based on the closing price of the Company’s Class A common stock on the NYSE on December 31, 2023 ($33.03). |

  118. Outstanding Equity Awards at Fiscal Year-End

    | (2) 25% of each award of RSUs vests on each of the first four anniversaries of the grant date, subject to the NEO’s continued employment through the applicable vesting date. |

  119. Outstanding Equity Awards at Fiscal Year-End

    | (3) The number of shares or units reported and the payout value reported are based upon achieving target performance. The terms of the PSU awards provide for vesting, if at all, upon the third anniversary of the grant date. Shares are earned based on a sliding scale of performance above and below the performance goal. The sliding scale is anchored by a minimum performance requirement of company value. Per the agreements, company value is calculated using a formula based on revenue growth and cumulative Adjusted EBITDA, as adjusted for any acquired business during the period. If the minimum performance goal is not achieved, then no performance shares are earned. If 100% of the performance goal is achieved, then award is paid at target and if the maximum performance is achieved, then 250% of the targeted shares are earned. If the company value falls between tiers on the sliding scale, the actual company value payout percentage shall be determined by linear interpolation between the percentages on a straight-line basis. |

  120. Outstanding Equity Awards at Fiscal Year-End

    | (4) 33% of each award of RSUs vests on each of the first three anniversaries of the grant date, subject to the NEO’s continued employment through the applicable vesting date. |

  121. Outstanding Equity Awards at Fiscal Year-End

    | Evolent Health, Inc. Proxy Statement 2024 | 49 |

  122. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested The following table shows a summary of any stock option exercises as well as the vesting of RSUs and PSUs with respect to our NEOs in 2023.

  123. 2023 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise (1) | Number of Shares Acquired on Vesting | Value Realized on Vesting (2) | | Seth Blackley | 111,040 | $1,611,710 | 880,026 | $20,679,069 | | John Johnson | — | — | 82,160 | 2,751,322 | | Daniel McCarthy | 3,000 | 31,719 | 62,041 | 2,096,541 | | Emily Rafferty | — | — | 17,586 | 574,914 | | Jonathan Weinberg | — | — | 34,600 | 1,181,243 | | Steve Tutewohl | 24,090 | 241,605 | 79,595 | 2,574,112 |

  124. 2023 Option Exercises and Stock Vested

    | (1) Calculated using the closing price of a share of our common stock on the exercise date, less the strike price of the option. |

  125. 2023 Option Exercises and Stock Vested

    | (2) Calculated using the closing price of a share of our common stock on the vesting date. |

  126. 2023 Option Exercises and Stock Vested

    | 50 | Evolent Health, Inc. Proxy Statement 2024 |

  127. Summary of Potential Payments Upon Termination or Change in Control

    Summary of Potential Payments Upon Termination or Change in Control The following table shows the estimated value of benefits to our NEOs if their employment had been terminated under the various circumstances described below as of December 31, 2023, or upon the occurrence of a change in control. The amounts shown in the table exclude accrued but unpaid base salary, unreimbursed employment-related expenses, distributions under our 401(k) retirement plan (which plan is generally available to all of our employees) and the value of equity awards that were vested by their terms as of December 31, 2023.

  128. Summary of Potential Payments Upon Termination or Change in Control

    | | Without Cause / For Good Reason (No CIC) (1) | Without Cause /For Good Reason (In Connection with CIC) (1) | | Seth Blackley | | | | Severance Pay (base salary and bonus components) (2) | $2,400,000 | $4,400,000(3) | | Employer-Paid COBRA (4) | 42,472 | 56,629 | | Value of Equity Award Acceleration (5) | 12,288,206 | 13,695,691 | | TOTAL | 14,730,677 | 18,152,320 | | John Johnson | | | | Severance Pay (base salary and bonus components) (2) | 1,125,000 | 1,937,500 | | Employer-Paid COBRA (4) | — | — | | Value of Equity Award Acceleration (5) | 4,375,737 | 5,941,535 | | TOTAL | 5,500,737 | 7,879,035 | | Daniel McCarthy | | | | Severance Pay (base salary and bonus components) (2) | 1,450,000 | 2,575,000 | | Employer-Paid COBRA (4) | 29,526 | 44,289 | | Value of Equity Award Acceleration (5) | 5,267,371 | 7,553,862 | | TOTAL | 6,746,897 | 10,173,150 | | Emily Rafferty (6) | — | — | | Severance Pay (base salary and bonus components) | — | — | | Employer-Paid COBRA | — | — | | Value of Equity Award Acceleration | — | — | | TOTAL | — | — | | Jonathan Weinberg | | | | Severance Pay (base salary and bonus components) (2) | 850,000 | 1,540,625 | | Employer-Paid COBRA (4) | 27,716 | 41,573 | | Value of Equity Award Acceleration (5) | 1,176,132 | 2,021,964 | | TOTAL | 2,053,848 | 3,604,163 | | Steve Tutewohl (7) | | | | Severance Pay (base salary and bonus components) | 632,329 | — | | Employer-Paid COBRA | 26,707 | — | | Value of Equity Award Acceleration | 1,856,991 | — | | TOTAL | 2,516,028 | — |

  129. Summary of Potential Payments Upon Termination or Change in Control

    | (1) Company’s NEOs are not entitled to any termination payments on single trigger change in control, death/disability, retirement or other termination without Cause or Good Reason. |

  130. Summary of Potential Payments Upon Termination or Change in Control

    | (2) Amounts calculated based on the dollar value of the 2023 base salary and annual bonus, that would have been payable for 2023. |

  131. Summary of Potential Payments Upon Termination or Change in Control

    | (3) Amounts calculated based on 2023 base salary and 2024 target bonus, plus actual bonus that would have been payable for 2023. |

  132. Summary of Potential Payments Upon Termination or Change in Control

    | Evolent Health, Inc. Proxy Statement 2024 | 51 |

  133. Summary of Potential Payments Upon Termination or Change in Control

    | (4) Amounts represent the dollar value of the incremental cost to the Company by providing continuing health, dental and vision coverage based on the individual’s selected coverage in effect immediately before the hypothetical termination of December 31, 2023. |

  134. Summary of Potential Payments Upon Termination or Change in Control

    | (5) The amounts indicated represent the intrinsic value of all unvested non-qualified stock options, market value of all unvested RSUs and unearned PSUs that would have vested upon Termination with Good Reason or Without Cause in both CIC and non-CIC situations as of December 31, 2023. The amounts were calculated based on the closing price of our common stock of $33.03 on December 31, 2023. |

  135. Summary of Potential Payments Upon Termination or Change in Control

    | (6) Ms. Rafferty is not a party to a severance and change in control agreement with the Company. |

  136. Summary of Potential Payments Upon Termination or Change in Control

    | (7) Mr. Tutewohl was involuntarily terminated without Cause effective July 3, 2023. He remained employed with the Company in a transitional role through July 31, 2023. Consistent with his existing severance and change in control agreement, upon his termination Mr. Tutewohl became entitled to receive (a) one year of salary continuation payable in ordinary payroll installments, (b) a lump sum cash payment equal to his annual bonus based on actual performance prorated through his termination date, (c) employer-paid COBRA continuation for twelve months and (d) vesting of his outstanding equity awards granted under the equity plan assuming (i) for purposes of any time-based vesting conditions applicable to such awards, Mr. Tutewohl was deemed to have completed an additional twelve months of employment following the separation date and (ii) satisfaction of performance-based awards through the end of the performance period prorated based on the number of days employed by the Company during the vesting measurement period through the separation date plus twelve months divided by the number of days in the performance period. In recognition for Mr. Tutewohl’s contribution to the transition to Evolent’s new structure during his employment and as additional consideration for obtaining a release of claims in connection with his termination, the Company awarded Mr. Tutewohl an additional grant of time-vested RSUs on July 1, 2023 that were in addition to the severance benefits he was entitled to under his severance and change in control agreement. Consistent with the terms of his severance and change in control agreement related to vesting of his outstanding equity awards, Mr. Tutewohl was deemed to have completed an additional twelve months of employment following his separation date resulting in 33% of the additional RSUs having accelerated vesting on his termination of employment on July 31, 2023. Mr. Tutewohl forfeited the remaining unvested additional RSUs that were not subject to accelerated vesting. The value of equity award acceleration for Mr. Tutewohl was calculated based on the closing price of our common stock of $30.39 on July 31, 2023. |

  137. Narrative to the Potential Payments Upon Termination or Change in Control Table

    Narrative to the Potential Payments Upon Termination or Change in Control Table The material terms of the severance and change in control agreements for Messrs. Blackley, Johnson, McCarthy, Weinberg and Tutewohl are described under the heading “Executive Compensation—Compensation Discussion and Analysis—Severance and Change in Control Agreements for Executive Officers.” The severance and change in control agreements for each of Messrs. Blackley, Johnson, McCarthy, Weinberg and Tutewohl operate with a “double trigger” in the event of a change in control, meaning severance payments do not occur unless the employment is involuntarily terminated (other than for Cause or Good Reason) within 24 months following a change in control, provided that each executive timely executes a release of claims and complies with applicable restrictive covenants. “Cause” is defined in each separation and change in control agreement as (a) the executive’s failure to perform any of executive’s material duties to the Company, including, without limitation, a breach of the Company’s Code of Business Conduct and Ethics, conflict of interest or employment policies; (b) the executive’s misappropriation of a material business opportunity of the Company, including securing or attempting to secure any personal profit in connection with any transaction entered into on behalf of the Company; (c) the executive’s misappropriation (or attempted misappropriation) of any Company funds or property; (d) the executive’s conviction of, indictment for (or its procedural equivalent), or entering of a guilty plea or plea of no contest with respect to (or its procedural equivalent), a felony or any other crime involving dishonesty or theft of property; (e) the executive’s commission of one or more acts of sexual harassment in violation of applicable federal, state or local laws; (f) the executive’s use of illegal drugs, abuse of controlled substances, or abuse or excessive use of alcohol, which (in the case of alcohol use) interferes with or affects executive’s responsibilities to the Company or which reflects negatively upon the integrity or reputation of the Company; or (g) the executive’s breach of the terms of the applicable severance and change in control agreement, any other employment agreement, any confidentiality agreement, non-competition agreement or non-solicitation agreement or any other material agreement between Executive and the Company, after giving effect to the notification provisions, if any, and the mechanisms to remedy or cure such breach as described in any such agreement.

  138. Narrative to the Potential Payments Upon Termination or Change in Control Table

    | 52 | Evolent Health, Inc. Proxy Statement 2024 |

  139. Narrative to the Potential Payments Upon Termination or Change in Control Table

    “Good Reason” is defined in each separation and change in control agreement as the occurrence, without the executive’s written consent, of (a) a material reduction in executive’s annual base salary or target bonus, as the same may be increased from time to time; (b) the assignment of duties to executive inconsistent in any material respect with executive’s position, authority or responsibilities with the Company, or any other action or omission by the Company which results in a material diminution of such position, authority or responsibilities; (c) a relocation of executive’s principal work location by more than fifty (50) miles from such location as of immediately prior to the date of termination; (d) a material diminution of the authority, duties or responsibilities of the supervisor to whom executive reports; or (e) any material breach of the applicable separation and change in control agreement by the Company. Notice and cure provisions apply. None of the severance and change in control agreements for Messrs. Blackley, Johnson, McCarthy, Weinberg or Tutewohl provide for the payment of any amounts or provision of any benefits upon death or due to disability.

  140. Narrative to the Potential Payments Upon Termination or Change in Control Table

    | Evolent Health, Inc. Proxy Statement 2024 | 53 |

  141. Narrative to the Potential Payments Upon Termination or Change in Control Table

    EQUITY COMPENSATION PLAN INFORMATION The following table shows certain information as of December 31, 2023, concerning our compensation plans under which equity securities of the Company are authorized to be issued.

  142. Narrative to the Potential Payments Upon Termination or Change in Control Table

    | Plan Category | Number of Securities to Be Issued upon Exercise of Outstanding Options, Warrants and Rights (1) (a) | Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights (1) (b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (2) | | Equity compensation plans approved by security holders | 4,505,693 | $13.01 | 14,004,912 | | Equity compensation plans not approved by security holders | — | — | — | | Total | 4,505,693 | $13.01 | 14,004,912 |

  143. Narrative to the Potential Payments Upon Termination or Change in Control Table

    | (1) Equity compensation plans approved by stockholders which are included in column (a) are the 2011 Plan (which includes 100,000 shares to be issued upon exercise of outstanding options) and the 2015 Plan (which includes 2,142,825 and 1,651,920 shares underlying outstanding RSUs and PSUs, respectively, and 610,948 shares to be issued upon exercise of outstanding options). Because there is no exercise price associated with RSUs, PSUs and LSUs, these stock awards are not included in the weighted-average exercise price calculation presented in column (b). As of April 11, 2024, 2,196,594 shares remain available for future issuance under the 2015 Plan. As of April 11, 2024, there were 4,614,887 shares subject to outstanding awards under the 2015 Plan and 2011 Plan, of which 2,208,558 and 1,792,047 shares of our Class A common stock were subject to outstanding RSUs and PSUs, respectively, under the 2015 Plan, 514,282 shares of our Class A common stock were subject to outstanding stock options under the 2015 Plan with a weighted average exercise price of $14.59 and a weighted average remaining contractual term of 4.4 years, and 100,000 shares of our Class A common stock were subject to outstanding stock options under the 2011 Plan with a weighted average exercise price of $6.87 and a weighted average remaining contractual term of .8 years. |

  144. Narrative to the Potential Payments Upon Termination or Change in Control Table

    | (2) Represents shares available for future issuance under the 2015 Plan. As of April 11, 2024, there were a total of 614,282 shares of our Class A common stock subject to outstanding stock options under both our 2011 Plan and 2015 Plan with a weighted average exercise price of $13.33 and a weighted average remaining contractual term of 3.8 years. |

  145. Narrative to the Potential Payments Upon Termination or Change in Control Table

    | 54 | Evolent Health, Inc. Proxy Statement 2024 |

  146. Narrative to the Potential Payments Upon Termination or Change in Control Table

    PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees (other than our CEO) and the annual total compensation of Seth Blackley, our CEO. As of December 31, 2023, which is the date we used to determine our employee population for purposes of identifying our median employee, we had 4,674 full-time and part-time employees, 3,530 of whom are located in the United States 981 in Pune, India, and 163 in the Philippines. We did not include independent contractors we retained during 2023. For the median employee from our employee population, we combined all of the elements of such employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K for determining total compensation in the Summary Compensation Table, except that the estimated value of health and welfare benefits under non-discriminatory benefit plans (estimated for the employee and such employee’s eligible dependents at $17,864) was also included in the calculation of the median employee’s total annual compensation for 2023 for purposes of this pay ratio disclosure, resulting in annual total compensation of $73,534. The 2023 annual total compensation for our CEO, as reported in the Summary Compensation Table in this proxy statement, was $8,931,188. To maintain consistency between the annual total compensation of our CEO and the median employee, we added the estimated value of our CEO’s health and welfare benefits under non-discriminatory benefit plans (estimated for our CEO and our CEO’s eligible dependents at $20,623) to the amount reported in the Summary Compensation Table. This resulted in 2023 annual total compensation for our CEO for purposes of determining the pay ratio in the amount of $8,951,811. The 2023 median annual total compensation for all employees of our Company (other than our CEO), determined in accordance with the requirements for determining total compensation in the Summary Compensation Table (including the estimated value of health and welfare benefits), was $73,534. The ratio of our CEO’s annual total compensation to the median annual total compensation of all our employees (other than our CEO) for 2023 is 121.7 to 1. We believe this ratio represents a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

  147. Narrative to the Potential Payments Upon Termination or Change in Control Table

    | Evolent Health, Inc. Proxy Statement 2024 | 55 |

  148. Narrative to the Potential Payments Upon Termination or Change in Control Table

    As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid (as defined in Item 402(v)) and performance.

  149. Narrative to the Potential Payments Upon Termination or Change in Control Table

    | Year (a) | Summary Compensation Table Total for First Principal Executive Officer (PEO) (1),(2) (b) | Compensation Actually Paid to First PEO (2),(3) (c) | Summary Compensation Table Total for Second Principal Executive Officer (PEO) (1) (d) | Compensation Actually Paid to Second PEO (e) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (NEOs) (1),(4) (f) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (4),(5) (g) | Value of Initial Fixed $100 Investment Based On: | | Net Income (millions) (7) (j) | | Adjusted EBITDA (millions) (8) (k) | | | | | | | | | Total Shareholder Return (h) | Peer Group Total Shareholder Return (6) (i) | | | | | 2023 | $8,931,188 | $20,107,978 | – | – | $3,194,539 | $4,423,729 | $365 | $106 | ($ | 142.3) | $194.7 | | 2022 | $7,725,414 | $11,798,548 | – | – | $2,510,071 | $2,954,548 | $310 | $100 | ($ | 19.2) | $106.3 | | 2021 | $6,526,285 | $21,855,154 | – | – | $1,642,000 | $3,128,760 | $306 | $125 | ($ | 37.6) | $66.0 | | 2020 | $3,972,700 | $12,282,664 | $3,043,400 | $10,252,573 | $1,033,563 | $1,779,576 | $177 | $130 | ($ | 334.2) | $41.4 |

  150. Narrative to the Potential Payments Upon Termination or Change in Control Table

    | (1) The PEO for 2023 was Seth Blackley, and the non-PEO NEOs for 2023 were John Johnson, Daniel McCarthy, Emily Rafferty, Jonathan Weinberg and Steve Tutewohl. The PEO for 2022 was Seth Blackley, and the non-PEO NEOs for 2022 were John Johnson, Daniel McCarthy, Steve Tutewohl, and Jonathan Weinberg. The PEO for 2021 was Seth Blackley, and the non-PEO NEOs for 2021 were John Johnson, Steve Tutewohl, Jonathan Weinberg, and Aammaad Shams. The First PEO for 2020 was Seth Blackley, the second PEO for 2020 was Frank Williams, and the non-PEO NEOs for 2020 were John Johnson, Steve Tutewohl, Jonathan Weinberg, and Aammaad Shams. |

  151. Narrative to the Potential Payments Upon Termination or Change in Control Table

    | (2) The dollar amounts reported in column (b) are the amounts of total compensation reported for Seth Blackley for each corresponding year in the “Total” column o f the Summary Compensation Table. Refer to “Summary Compensation Table.” |

  152. Narrative to the Potential Payments Upon Termination or Change in Control Table

    | (3) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Seth Blackley, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Seth Blackley during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Blackley’s total compensation for each year to determine the compensation actually paid: |

  153. Narrative to the Potential Payments Upon Termination or Change in Control Table

    | Year | Reported Summary Compensation Table Total for First PEO | Deduct Reported Value of Equity Awards | | Add Equity Award Adjustments (a) | Compensation Actually Paid to First PEO (a) | | 2023 | $8,931,188 | ($ | 6,934,655) | $18,111,445 | $20,107,978 |

  154. Narrative to the Potential Payments Upon Termination or Change in Control Table

    | 56 | Evolent Health, Inc. Proxy Statement 2024 |

  155. Narrative to the Potential Payments Upon Termination or Change in Control Table

    | (a) Since the Company does not provide any qualified or non-qualified defined benefit pension plans or other post-employment defined benefit plans to our executive officers, no adjustments relating to defined benefit and pension plans (as applicable) were made to total compensation for each year to determine compensation actually paid. The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |

  156. Narrative to the Potential Payments Upon Termination or Change in Control Table

    | Year | Deduct Grant Date Fair Value of Equity Awards Disclosed in the Summary Compensation Table | | Total Equity Award Adjustments for First PEO | | | | | | | | | | Add Year End Fair Value of Equity Awards Granted During the Covered Year | Add Change in Fair Value of Outstanding and Unvested Equity Awards | Add Fair Value of Awards Granted and Vesting in the Same Year | Value of Awards Granted in Prior Years Vesting During the Covered Year | Subtract Fair Value of Awards Granted in Prior Years that Fail to Meet Applicable Vesting Conditions During the Covered Year | Total Equity Award Adjustments for First PEO | | 2023 | ($ | 6,934,655) | $7,905,731 | $3,433,147 | – | $6,772,568 | – | $18,111,445 |

  157. Narrative to the Potential Payments Upon Termination or Change in Control Table

    | (4) The dollar amounts reported in column (f) represent the average of the amounts reported for the non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. |

  158. Narrative to the Potential Payments Upon Termination or Change in Control Table

    | (5) The dollar amounts reported in column (g) represent the average amount of “compensation actually paid” to the non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the non-PEO NEOs as a group for each year to determine the compensation actually paid, using the same methodology described above in Note 3: |

  159. Narrative to the Potential Payments Upon Termination or Change in Control Table

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Deduct Average Reported Value of Equity Awards | | Add Average Equity Award Adjustments (a) | Average Compensation Actually Paid to Non-PEO NEOs (a) | | 2023 | $3,194,539 | ($ | 2,146,475) | $3,375,665 | $4,423,729 |

  160. Narrative to the Potential Payments Upon Termination or Change in Control Table

    | Evolent Health, Inc. Proxy Statement 2024 | 57 |

  161. Narrative to the Potential Payments Upon Termination or Change in Control Table

    | (a) The following adjustments were made to the average reported value of equity awards disclosed in the summary compensation table for our non-PEO NEOs to determine compensation actually paid, using the same methodology described above in Note 3(a): |

  162. Narrative to the Potential Payments Upon Termination or Change in Control Table

    | Year | Deduct Grant Date Fair Value of Equity Awards Disclosed in the Summary Compensation Table | | Average Total Equity Award Adjustments for Non-PEO NEOs | | | | | | | | | | | Add Year End Fair Value of Equity Awards Granted During the Covered Year | Add Change in Fair Value of Outstanding and Unvested Equity Awards | Add Year End Value of Equity Awards Granted During the Covered Year | Add Value of Awards Granted in Prior Years Vesting During the Covered Year | Subtract Fair Value of Awards Granted in Prior Years that Fail to Meet Applicable Vesting Conditions During the Covered Year | | Average Total Equity Award Adjustments for Non-PEO NEOs | | 2023 | ($ | 2,146,475) | $1,894,445 | $1,031,093 | $53,595 | $479,973 | ($ | 83,452) | $3,375,665 |

  163. Narrative to the Potential Payments Upon Termination or Change in Control Table

    | (6) Reflects the Nasdaq Healthcare Index, as disclosed by Evolent for the purposes of Item 201(e) of Regulation S-K. |

  164. Narrative to the Potential Payments Upon Termination or Change in Control Table

    | (7) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |

  165. Narrative to the Potential Payments Upon Termination or Change in Control Table

    | (8) The Company believes Adjusted EBITDA is the financial performance measure most closely linked to the calculation of compensation actually paid. Adjusted EBITDA is a non-GAAP measure. Refer to Appendix A of this proxy for a reconciliation to net loss attributable to common shareholders of the Company. |

  166. Analysis of the Information Presented in the Pay versus Performance Table: CAP vs. TSR

    Analysis of the Information Presented in the Pay versus Performance Table: CAP vs. TSR

  167. Analysis of the Information Presented in the Pay versus Performance Table: CAP vs. TSR

    | 58 | Evolent Health, Inc. Proxy Statement 2024 |

  168. Analysis of the Information Presented in the Pay versus Performance Table: C

    Analysis of the Information Presented in the Pay versus Performance Table: C

  169. Analysis of the Information Presented in the Pay versus Performance Table: CAP vs. Adjusted EBITDA

    Analysis of the Information Presented in the Pay versus Performance Table: CAP vs. Adjusted EBITDA The tables above demonstrate that over the measurement period, CAP for the PEOs and Non-PEO NEOs trended directionally with the Company’s cumulative TSR. However, the relationships between CAP and both net income and the Company Selected Measure (Adjusted EBITDA), were mixed. Increases in CAP in from 2020 to 2021 aligned with an increase in net income, but CAP decreased from 2021 to 2022 even as net income increased and CAP increased from 2022 to 2023 even as net income decreased. Increases in CAP in from 2020 to 2021 and 2022 to 2023 aligned with an increase in Adjusted EBITDA, but CAP decreased from 2021 to 2022 even as Adjusted EBITDA increased. These relationships are indicative of our focus on equity compensation over cash compensation, as changes in CAP are largely attributable to the fluctuation in the CAP values of equity awards, which correlate with increases and decreases in stock price and cumulative TSR. Over the measurement period, our cumulative TSR has significantly outperformed that of the peer group.

  170. Analysis of the Information Presented in the Pay versus Performance Table: CAP vs. Adjusted EBITDA

    | Evolent Health, Inc. Proxy Statement 2024 | 59 |

  171. Tabular List of Financial Performance Measures

    | Director (1) | Fees Earned or Paid in Cash | Stock Awards (2) | Option Awards | Non-Equity Incentive Plan Compensation | Nonqualified Deferred Compensation Earnings | All Other Compensation | Total Director Compensation | | Toyin Ajayi, MD (3) | $62,500 | $133,334 | $— | $— | $— | $— | $195,834 | | Craig Barbarosh | 97,500 | 160,000 | — | — | — | — | 257,500 | | M. Bridget Duffy, MD | 95,250 | 160,000 | — | — | — | — | 255,250 | | David Farner (4) | — | — | — | — | — | — | — | | Peter Grua | 100,250 | 160,000 | | | | | 260,250 | | Diane Holder | 105,250 | 160,000 | — | — | — | — | 265,250 | | Richard Jelinek | 85,500 | 160,000 | | | | | 245,500 | | Kim Keck | 105,250 | 160,000 | — | — | — | — | 265,250 | | Cheryl Scott | 187,750 | 160,000 | — | — | — | — | 347,750 | | Tunde Sotunde, MD (5) | 80,250 | 160,000 | — | — | — | — | 240,250 | | Frank Williams (6) | — | — | — | — | — | 70,063 | 70,063 |

  172. Indemnification of directors and officers

    Indemnification of directors and officers Our third amended and restated by-laws provide that we will indemnify and advance expenses to our directors and officers to the fullest extent permitted by the General Corporation Law of the State of Delaware (the “DGCL”). In addition, our second amended and restated certificate of incorporation provides that our directors will not be liable for monetary damages for breach of fiduciary duty, except as otherwise prohibited under the DGCL. We have entered into customary indemnification agreements with each of our directors and officers. The indemnification agreements provide the executive officers and directors with contractual rights to indemnification and expense reimbursement, to the fullest extent permitted under the DGCL. Our indemnification agreements also require us to advance expenses to our directors and officers as incurred in connection with legal proceedings against them for which they may be indemnified and that the rights conferred in the indemnification agreements are not exclusive.