DEF 14A of Evolent Health, Inc., Apr 25, 2025

DEF 14A of Evolent Health, Inc.

Filed Apr 25, 2025 · FY20240001193125-25-096749

Open on EDGAR

  1. Compensation Mix (1)

    | (1) Consists of 2024 base salary (as reported in the Salary column of the 2024 Summary Compensation Table), 2024 target annual incentive opportunity, long-term incentive awards granted in 2024 (as reported in the Stock Awards column of the 2024 Summary Compensation Table) and other compensation (as reported in the All Other Compensation column of the 2024 Summary Compensation Table). |

  2. Compensation Mix (1)

    | What We Don’t Do | | 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 | | 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 taking account of material non-public information when determining timing and terms of awards |

  3. Cooperation Agreement

    Cooperation Agreement On February 3, 2025, the Company entered into a Cooperation Agreement with Engaged Capital, LLC and certain of its affiliates (collectively, “Engaged Capital”). Pursuant to the Cooperation Agreement, the Board agreed, subject to the terms and conditions set forth in the Cooperation Agreement, to (1) appoint Brendan Springstubb to the Board with a term expiring at the Annual Meeting and (2) appoint Mr. Springstubb to (A) the Strategy Committee of the Board, effective immediately, and (B) either the Audit Committee of the Board or the Compensation Committee of the Board, as shall be agreed by the Board and Mr. Springstubb no later than the Annual Meeting. The Board also agreed to nominate Mr. Springstubb to election to the Board at the Annual Meeting. Further, if Mr. Springstubb resigns or is unable to serve on the Board during the term of the Cooperation Agreement, so long as Engaged Capital holds 3% or more of the Company’s outstanding Class A common stock, excluding notional shares associated with derivatives, Engaged Capital will be entitled to recommend his replacement, subject to the Board’s review and approval of such candidate (which approval may not be unreasonably withheld). The Cooperation Agreement further provides, among other things, that:

  4. Cooperation Agreement

    | • | During the term of the Cooperation Agreement, Engaged Capital will be subject to customary standstill restrictions, including with respect to acquiring beneficial ownership (including notional shares associated with derivatives) in the aggregate of more than 9.9% of the Company’s Class A common stock, nominating or recommending for nomination any persons for election to the Board (except as expressly permitted by the Cooperation Agreement), submitting any proposal for consideration at any stockholder meeting and soliciting any proxy, consent or other authority to vote from stockholders or conducting any other referendum (including any “withhold,” “vote no” or similar campaign). |

  5. Cooperation Agreement

    | • | During the term of the Cooperation Agreement, Engaged Capital will vote all of its shares of the Company’s Class A common stock at all annual and special meetings as well as in any consent solicitations of the Company’s stockholders (1) in favor of the slate of directors recommended by the Board, against or withhold from voting in favor of the election of any director nominee not approved, recommended and nominated by the Board for election and against any removal of any director of the Board and (2) in accordance with the Board’s recommendation for any other matter (unless Institutional Shareholder Services Inc. or Glass Lewis & Co., LLC issues a contrary recommendation); provided that Engaged Capital will be permitted to vote on any proposals relating to an “Extraordinary Transaction” (defined in the Cooperation Agreement to include certain change of control transactions or the sale of substantially all of the Company’s assets) in its sole discretion. |

  6. Cooperation Agreement

    | • | Each party agrees to a certain mutual non-disparagement provision. |

  7. Cooperation Agreement

    | • | Each party agrees not to institute any lawsuit against the other party, subject to certain exceptions including the seeking of remedies for a breach of the Cooperation Agreement. |

  8. Cooperation Agreement

    | Evolent Health, Inc. Proxy Statement 2025 | 5 |

  9. Cooperation Agreement

    | • | The Cooperation Agreement will terminate on the earliest to occur of (1) 30 days prior to the director nomination notice deadline for the 2026 annual meeting of the Company’s stockholders, (2) 30 days prior to the first anniversary of the director nomination notice deadline for the Annual Meeting and (3) the closing of an Extraordinary Transaction. |

  10. Cooperation Agreement

    Mr. Springstubb was previously an employee of Engaged Capital and, until January 31, 2025, provided consulting services to Engaged Capital in connection with its investment in the Company and another publicly-traded healthcare company. As compensation for such services, Mr. Springstubb remains entitled to potential future contingent payments from Engaged Capital based on Engaged Capital’s investment in the Company, consisting of (A) a success fee based on certain profits earned by Engaged Capital’s clients since January 1, 2023 in relation to investment in the Company through full disposition of such investment less the total losses incurred by Engaged Capital’s clients in connection with its investments in both the Company and another publicly-traded healthcare company through full disposition of such investments and (B) a $250,000 supplemental fee payable no later than twelve months following Engaged Capital’s full disposition of its investment in the Company. Mr. Springstubb is an investor in certain funds managed by Engaged Capital that hold shares of the Company’s Class A common stock.

  11. Cooperation Agreement

    | Director/Nominee Skills Matrix | | Ajayi | Barbarosh | Blackley | Glass | Grua | Guertin | Jelinek | Keck | Scott | Springstubb | | | 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 | | | | | | | | | | |

  12. Cooperation Agreement

    | 6 | Evolent Health, Inc. Proxy Statement 2025 |

  13. Cooperation Agreement

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

  14. Cooperation Agreement

    | Directors Standing for Election |

  15. Cooperation Agreement

    | Independent Director CEO and Co-Founder of Cityblock Director Since July 2023 Other Public Boards None | Toyin Ajayi, MD, Age 44 | | | | 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: |

  16. Cooperation Agreement

    | Independent Director Senior Managing Director, CommonWealth Partners LLC Director Since December 2020 Other Public Boards Sabra Health Care REIT, Inc. | Craig Barbarosh, Age 57 | | | | Craig Barbarosh has served as a senior managing director at CommonWealth 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 served as the Chairman of the Board of Directors of Lifecore Biomedical, Inc. (NASDAQ: LFCR) and was an independent director there from October 2019 through August 2024. 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: |

  17. Cooperation Agreement

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

  18. Cooperation Agreement

    | Evolent Health, Inc. Proxy Statement 2025 | 7 |

  19. Cooperation Agreement

    | Non-Independent Director Chief Executive Officer, Evolent Health, Inc. Director Since April 2018 Other Public Boards None | Seth Blackley, Age 46 | | | | 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: |

  20. Cooperation Agreement

    | Independent Director Former CEO, Headspace Director Since February 2024 Other Public Boards None | Russell Glass, Age 49 | | | | Russell Glass served as CEO of Headspace from October 2021 through July 2024. 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 the former CEO of Headspace. Skills: |

  21. Cooperation Agreement

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

  22. Cooperation Agreement

    | 8 | Evolent Health, Inc. Proxy Statement 2025 |

  23. Cooperation Agreement

    | Independent Director Managing Partner, HLM Venture Partners Director Since January 2020 Other Public Boards None | Peter Grua, Age 71 | | | | 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 in 1992, 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: |

  24. Cooperation Agreement

    | Independent Director Nominee Former Executive Vice President and Chief Financial Officer, CVS Health Director Since New Nominee Other Public Boards None | Shawn Guertin, Age 61 | | | | Shawn Guertin served as the Executive Vice President and Chief Financial Officer at CVS Health Corporation from May 2021 to October 2023 and remained with CVS Health through May 2024. From January 2014 to May 2019, Mr. Guertin served as the Executive Vice President, Chief Financial Officer and Chief Enterprise Risk Officer at Aetna, Inc. (“Aetna”), and as the Senior Vice President, Chief Financial Officer and Chief Enterprise Risk Officer from February 2013 to January 2014. Prior to that role, Mr. Guertin served as the Head of Business Segment Finance at Aetna from April 2011 to February 2013. Previously, Mr. Guertin held several leadership roles at Coventry Health Care from January 1998 to December 2009, including Chief Financial Officer and Treasurer from January 2005 to December 2009. Mr. Guertin previously served on the board of directors of DaVita Inc., from September 2020 to May 2021 and TriNet Group, Inc. from January 2020 to May 2021. He received a B.A. in Mathematics from Boston University. | Qualifications: We believe that Mr. Guertin is qualified to serve on our Board because of his extensive industry experience, including as the former EVP and CFO of CVS Health and prior public company board experience. Skills: |

  25. Cooperation Agreement

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

  26. Cooperation Agreement

    | Evolent Health, Inc. Proxy Statement 2025 | 9 |

  27. Cooperation Agreement

    | Independent Board Chair-Elect Evolent Health, Inc. Managing Partner, Czech One Capital Partners Director Since Since June 2023 Other Public Boards None | Richard Jelinek, Age 59 | | | | Richard Jelinek has served as Managing Partner at Czech One Capital Partners since May 2020. From November 2018 to May 2022, Mr. Jelinek served as Executive Vice President of CVS Health Corporation. 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: |

  28. Cooperation Agreement

    | Independent Director President and Chief Executive Officer, Blue Cross Blue Shield Association Director Since January 2021 Other Public Boards None | Kim Keck, Age 61 | | | | 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 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. Cooperation Agreement

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

  30. Cooperation Agreement

    | 10 | Evolent Health, Inc. Proxy Statement 2025 |

  31. Cooperation Agreement

    | 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. | Cheryl Scott, Age 75 | | | | Cheryl Scott has served as the Main Principal of the McClintock Scott Group since July 2016. From June 2006 to July 2016, 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: |

  32. Cooperation Agreement

    | Independent Director Principal, Bedell Canyon LLC Director Since February 2024 Other Public Boards None | Brendan Springstubb, Age 41 | | | | Brendan Springstubb has served as a Principal of Bedell Canyon LLC since June 2020. From March 2013 through June 2020, Mr. Springstubb served as a Principal at Engaged Capital, LLC and, until January 31, 2025, provided consulting services to Engaged Capital in connection with its investment in the Company and another publicly-traded healthcare company, Prior to 2013, Mr. Springstubb previously held multiple roles at Relational Investors, LLC. He previously served on the Board of Directors of SunOpta, Inc., where he was the Chair of the Compensation Committee. Mr. Springstubb holds a master’s degree from Johns Hopkins University in biotechnology and a bachelor’s degree in molecular biology and economics from Pomona College. He is a CFA Charterholder and a Certified Financial Risk Manager. | Qualifications: We believe Mr. Springstubb is qualified to serve on our Board because of his more than 20 years of experience investing in healthcare companies and his experience working with public companies on strategy, investor communications and value creation. Skills: |

  33. Cooperation Agreement

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

  34. Cooperation Agreement

    | Evolent Health, Inc. Proxy Statement 2025 | 11 |

  35. Cooperation Agreement

    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, 2025 and its internal control over financial reporting as of December 31, 2025. 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, 2025. 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.

  36. 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 seven of the eight Compensation Committee meetings during 2024. 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 2024. 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.

  37. Compensation Consultant

    | Evolent Health, Inc. Proxy Statement 2025 | 19 |

  38. Directors

    Directors Our Corporate Governance Guidelines provide that the independent directors serving on the Board will hold an executive session during each Board meeting. The executive sessions are chaired by our Independent Board Chair and facilitate candid discussion of the independent directors’ viewpoints regarding the performance of management and the Company.

  39. Evolving Compensation Program Practices and Responsiveness to Stockholder Engagement

    | What We Don’t Do | | 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 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 taking account of material non-public information when determining timing and terms of awards |

  40. Our 2024 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 2024, 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 to executive officers as part of our long-term incentive plan in 2024 vest ratably 34% on the first anniversary of the grant date, and 33% on each of the second and third anniversaries of the grant date. The vesting schedule helps ensure executive officers 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 in two tranches by aggressive cumulative Adjusted EBITDA and revenue growth targets over a two-year period for the first tranches and three-year period for the second tranche. | | 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. |

  41. Compensation Mix(1)

    | (1) Consists of 2024 base salary (as reported in the Salary column of the 2024 Summary Compensation Table), 2024 target annual incentive opportunity, long-term incentive awards granted in 2024 (as reported in the Stock Awards column of the 2024 Summary Compensation Table) and other compensation (as reported in the All Other Compensation column of the 2024 Summary Compensation Table). |

  42. 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; |

  43. 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.”

  44. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Compensation Committee retained Exequity as its independent compensation consultant during fiscal 2024. 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 2024. 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 2024:

  45. 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; |

  46. 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; |

  47. Role of the Independent Compensation Consultant

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

  48. Role of the Independent Compensation Consultant

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

  49. Role of the Independent Compensation Consultant

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

  50. Role of the Independent Compensation Consultant

    All services performed for us by Exequity during 2024 were related to executive and non-employee director compensation.

  51. Use of Peer Companies

    Use of Peer Companies The Compensation Committee reviewed the Company’s peer group to determine if revisions were needed for 2024 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

  52. Use of Peer Companies

    | Evolent Health, Inc. Proxy Statement 2025 | 31 |

  53. Use of Peer Companies

    Health Catalyst, Inc. (due to significantly smaller scope of operations, as measured by revenues and market capitalization, in relation to all other peers), Huron Consulting Group Inc. (due to increasingly less comparability to the nature of Evolent’s business), LHC Group, Inc. as it was acquired by UnitedHealth Group in February 2023), and Veradigm Inc. (due to delayed SEC filing and announcement of NASDAQ delisting notice in September 2023). 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 AMN Healthcare Services, Inc., Manhattan Associates, Inc., Option Care Health, Inc., and Veeva Systems, 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 October 2023, our market capitalization was at the peer group 40th percentile, and our revenues rested at the peer group 48th percentile, based on trailing 12-month (“TTM”) financial information available as of October 2, 2023. The 2024 peer group consisted of the following companies:

  54. Use of Peer Companies

    | Amedisys, Inc. | Option Care Health, Inc. | | AMN Healthcare Services, Inc. | Pediatrix Medical Group, Inc. | | Astrana Health, Inc. | Premier, Inc. | | CorVel Corporation | R1 RCM Inc. | | HealthEquity, Inc. | RadNet, Inc. | | Manhattan Associates, Inc. | Surgery Partners, Inc. | | NextGen Healthcare, Inc. | Teladoc Health, Inc. | | Omnicell, Inc. | Veeva Systems, Inc. |

  55. Use of Peer Companies

    | | Revenue (TTM as of 10/2/23, in millions) | Revenue (FY 2023, in millions)(1) | Revenue (FY 2024, in millions)(2) | Market Capitalization (as of 10/2/23, in millions) | Market Capitalization (as of 12/31/23, in millions)(1) | Market Capitalization (as of 12/31/24, in millions)(2) | | Evolent Health, Inc. | $1,632 | $1,964 | $2,555 | $3,006 | $3,797 | $1,294 | | Evolent Health, Inc. Percentile Rank | 48% | 49% | 76% | 40% | 54% | 11% | | Peer Group 75th Percentile | $2,307 | $2,428 | $2,518 | $6,050 | $5,060 | $5,580 | | Peer Group Median | $1,762 | $1,995 | $2,024 | $3,139 | $3,568 | $2,825 | | Peer Group 25th Percentile | $1,161 | $1,242 | $1,171 | $2,008 | $2,518 | $1,683 |

  56. Use of Peer Companies

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

  57. Use of Peer Companies

    | (2) Peer group figures exclude NextGen Healthcare, Inc which was acquired in November 2023 by Thoma Bravo and R1 RCM Inc., which was acquired by TowerBrook and CD&R in November 2024. |

  58. Use of Peer Companies

    Consistent with 2022 and 2023, in 2024 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 2023, median TTM revenues as of October 23, 2023 for this array of companies was $1.1B million and median market capitalization as of October 23, 2023 was $1.4 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

  59. Use of Peer Companies

    | 32 | Evolent Health, Inc. Proxy Statement 2025 |

  60. 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 2024 peer group as of the time the Compensation Committee reviewed executive pay benchmarking in November 2023, prior to making pay decisions for 2024.

  61. Use of Peer Companies

    | Target Pay vs. Peer Median by Elements of Program | | | | | CEO | All other Sr. Executives Benchmarked | | Base Salary | (18)% | (5)% | | Target Bonus | (20)% | (1)% | | Target Total Cash | (17)% | (2)% | | Long-term Incentive | 5% | 16% | | Target Total Compensation | 5% | 8% |

  62. Use of Peer Companies

    Given our executives’ progression in their roles and generally superior performance heading into 2024, the Compensation Committee approved significant increases to target total compensation opportunities for 2024. Driven by a focus on equity compensation over cash compensation for 2024 and to continue to align compensation with shareholder interests as well as Company and individual performance, these increases were heavily weighted toward equity compensation opportunities.

  63. Annual Cash Incentive Plan

    Annual Cash Incentive Plan Under our annual performance-based short-term cash incentive plan, which we refer to as the 2024 Bonus Plan, we provide our NEOs with the opportunity to receive a variable, at-risk cash payment. Payments under the 2024 Bonus Plan to our NEOs are determined at the discretion of our Compensation Committee, in the case of Mr. Johnson, Mr. McCarthy and Mr. Weinberg on recommendations by Mr. Blackley, and in the case of Ms. Rafferty, on recommendations by Mr. McCarthy, 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 2024 Bonus Plan are set forth in the table below. Even if performance goals are achieved at or above the threshold level, the Compensation Committee may use its judgment and discretion to not award bonuses.

  64. 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 | 300,000 | 600,000 | 900,000 | | Emily Rafferty | 100,000 | 200,000 | 300,000 | | Jonathan Weinberg | 212,500 | 318,750 | 425,000 |

  65. Annual Cash Incentive Plan

    | 34 | Evolent Health, Inc. Proxy Statement 2025 |

  66. 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.

  67. Company-Wide Financial Performance Objectives

    | Metric | Threshold | Target | Maximum | Actual | Committee Assessment | | Adjusted EBITDA | $245 million | $255 million | $265 million | $160 million | Below Threshold Performance | | Revenue Bookings Growth | <+17.5% | +17.5% | $>+20% | $+17.8% | Above Target Performance | | 2025 Q1 EBITDA | $68 million | $71 million | $74 million | $35 million | Below Threshold Performance |

  68. 2024 Bonus Plan Payout Results

    2024 Bonus Plan Payout Results In determining bonus payouts under the 2024 Bonus plan, the Committee considered overall Company financial, team and strategy goals as well as 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, and Mr. Weinberg. Even with target and above target achievements relative to revenue bookings goals, team and strategy goals achievements, and strong individual performance for each executive in the face of sector-wide headwinds in 2024 our Compensation Committee determined, in its discretion, to award no annual bonus to Mr. Blackley, Mr. Johnson, Mr. McCarthy and Mr. Weinberg. Based on guidance from Mr. McCarthy, our Compensation Committee determined, in its discretion to award a reduced annual bonus to Ms. Rafferty. The decisions by the Committee to apply negative discretion was driven mainly by below-threshold Adjusted EBITDA results and alignment with shareholders during a year in which the stock price declined by 66%. 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 2024 Bonus Plan were paid to participants in the first quarter of 2025.

  69. 2024 Bonus Plan Payout Results

    | Name | Threshold | Target | Maximum | Overall Committee Assessment | Bonus Payout | | Seth Blackley | $400,000 | $800,000 | $1,200,000 | Threshold; Negative Discretion to Zero | $0 | | John Johnson | 250,000 | 375,000 | 625,000 | Threshold | 0 | | Daniel McCarthy | 300,000 | 600,000 | 900,000 | Threshold; Negative Discretion to Zero | 0 | | Emily Rafferty | 100,000 | 200,000 | 300,000 | Threshold; Negative Discretion | 34,000(1) | | Jonathan Weinberg | 212,500 | 318,750 | 425,000 | Threshold; Negative Discretion to Zero | 0 |

  70. 2024 Bonus Plan Payout Results

    | (1) Ms. Rafferty received a bonus payout under the 2024 Bonus Plan consistent with other non-named executive officer employees reporting to Mr. McCarthy. |

  71. Long-Term Equity Compensation

    Long-Term Equity Compensation As part of our annual equity award grants, in March 2024, 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 continue to promote pay-for-performance alignment, the Compensation Committee determined to award Mr. Blackley an LTI mix of approximately 90% PSUs/10% RSUs for the 2024 long-term equity compensation awards, which was an increased proportion of PSUs from the 70%/30% RSUs mix for 2022 and 2023. The Compensation Committee also awarded Messrs. Johnson and McCarthy an LTI mix of approximately 90% PSUs/10% RSUs for the 2024 long-term equity compensation awards, which was an increased proportion of PSUs from the 70% PSUs/30% RSUs mix awarded for 2022 and 2023. The Compensation Committee awarded Ms. Rafferty an LTI mix of approximately 75% PSUs/25% RSUs for the 2024 long- term equity compensation awards, which was an increased proportion of PSUs from the 50%PSUs/50% RSUs mix awarded for 2023. The Compensation

  72. Long-Term Equity Compensation

    | 36 | Evolent Health, Inc. Proxy Statement 2025 |

  73. Long-Term Equity Compensation

    Committee awarded Mr. Weinberg an LTI mix of approximately 50% PSUs/50% RSUs for the 2024 long-term equity compensation awards which was the same mix as in 2023. For our NEOs, 2024 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.

  74. 2024 Performance Stock Units

    2024 Performance Stock Units On March 1, 2024, Mr. Blackley, Mr. Johnson, Mr. McCarthy, Ms. Rafferty, and Mr. Weinberg 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 multi-year Adjusted EBITDA performance and multi-year revenue growth are appropriate complements to the annual evaluation of Adjusted EBITDA and annual revenue growth under the 2024 Bonus Plan. Since the Company wished to emphasize both two-year and three-year sustained performance horizons, the Compensation Committee determined it was appropriate to structure the performance such that 50% of each PSU award would vest subject to a two-year performance period with cumulative Company value goals approved for such period and the remaining 50% of each award would vest subject to a three- year performance period with cumulative Company value goals approved for such period. Each performance period for the award commenced on January 1, 2024. 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. For threshold performance relative to Company value goals, 50% of target PSUs are earned, for target performance relative to Company value goals, 100% of target PSUs are earned, for target plus performance relative to Company value goals, 175% of target PSUs are earned, and for maximum performance relative to Company value goals, 300% of target 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. Shares earned based on two- and three-year cumulative Company value performance are adjusted based on ambitious goals for Evolent’s total shareholder return (“TSR”), which represents the cumulative stock price performance during each respective performance period. For shares earned on a two-year performance period, (i) if the stock price as of December 31, 2025 is more than 17% below the stock price as of January 1, 2024, shares earned are reduced by 10%, (ii) if the stock price as of December 31, 2025 is equal to or between 17% below and 33% above the stock price as of January 1, 2024, shared earned are not adjusted, and (iii) if the stock price as of December 31, 2025 is more than 33% above the stock price as of January 1, 2024, shares earned are increased by 10%. For shares earned on a three-year performance period: (i) if the stock price as of December 31, 2026 is more than 25% below the stock price as of January 1, 2024, shares earned are reduced by 10%, (ii) if the stock price as of December 31, 2026 is equal to or between 25% below and 50% above the stock price as of January 1, 2024, shares earned are not adjusted and (iii) if the stock price as of December 31, 2026 is more than 50% above the stock price as of January 1, 2024, shares earned are increased by 10%.

  75. Restricted Stock Units

    Restricted Stock Units On March 1, 2024, each of the NEOs received grants of equity awards in the form of time-based RSUs. The RSUs vest 34% on the first anniversary of the grant date, and 33% on each of the second and third 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.

  76. Restricted Stock Units

    | Evolent Health, Inc. Proxy Statement 2025 | 37 |

  77. Restricted Stock Units

    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 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. In certain circumstances, the Compensation Committee may also approve grants to be effective at other times, including grants for new hires and promotions after our regular annual grant date. 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. Our Board and Compensation Committee do not take into account material non-public information when determining the timing or terms of equity awards, nor do we time disclosure of material non-public information for the purpose of affecting the value of executive compensation. The Company has not awarded stock options (or similar awards) since 2018. The following table summarizes total PSU and RSU awards to our NEOs made during 2024, 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 2023 grant date values, reflecting both superior historical Company performance as of the grant date, as well as the Compensation Committee’s desire to further promote the alignment of our NEO’s pay opportunities with stockholder interests.

  78. Restricted Stock Units

    | | 2024 Annual Grant | | Total Grant Date Value (1) | | Name | PSUs | RSUs | | | Seth Blackley | 261,868 | 29,096 | $10,322,385 | | John Johnson | 109,111 | 12,123 | 4,300,958 | | Daniel McCarthy | 174,578 | 19,398 | 6,881,589 | | Emily Rafferty | 32,733 | 10,911 | 1,540,579 | | Jonathan Weinberg | 21,822 | 21,822 | 1,527,649 |

  79. Restricted Stock Units

    | (1) The amounts reported in this column represent the aggregate grant-date fair value of PSUs and RSUs granted during 2024 as computed in accordance with ASC 718. For a further discussion of the assumptions used in the calculation of these amounts, please see Note 14 of Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. |

  80. 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.

  81. Payout of 2022-2024 Performance Share Units

    Payout of 2022-2024 Performance Share Units On March 1, 2022, Messrs. Blackley, Johnson, McCarthy and Weinberg and Ms. Rafferty each received a grant of PSUs. The design of the 2022-2024 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 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 were appropriate complements to the annual evaluation of Adjusted EBITDA and annual revenue growth under the 2024 Bonus Plan. 2022-2024 PSUs were earned based on a sliding scale of performance above and below the performance goals. Under the 2022-2024 PSU agreements, Company value was calculated using a formula based on revenue growth and Cumulative Adjusted EBITDA, as adjusted for any business acquired during the period. The Compensation Committee believed that the terms of the agreements governing the 2022-2024 PSUs incentivized judicious use of capital in addition to adjusting targets based

  82. Payout of 2022-2024 Performance Share Units

    | 38 | Evolent Health, Inc. Proxy Statement 2025 |

  83. Payout of 2022-2024 Performance Share Units

    on Adjusted EBITDA and revenue attributable to acquired businesses. The 2022-2024 PSUs were earned based on 2022-2024 performance achievements, as detailed in the tables below.

  84. Payout of 2022-2024 Performance Share Units

    | Performance Level | Company Value(1) for 2022-2024 | Percentage of Target Number of PSUs Earned | | Below Threshold | < $2,730.0 M | 0% | | Threshold | $2,730.0 M | 50% | | Target | $3,490.7 M | 100% | | Target Plus | $4,514.3 M | 175% | | Maximum | Equal to or greater than $5,328.0 M | 250% | | Actual Company Value Performance | $3,577.94M | 106.4% |

  85. Payout of 2022-2024 Performance Share Units

    | (1) Company Value is defined as the product of (i) the Cumulative Adjusted EBITDA for the 2022-2024 fiscal years, (ii) the Revenue Ratio, and (iii) five, as adjusted for any business acquired during the period. Company Value for the 2022-2024 performance period was $3,577.94 million, including $701 million, attributable to adjustments made for capital deployment in M&A activity, calculated in a manner as set forth in the PSU award agreement. |

  86. Payout of 2022-2024 Performance Share Units

    Based on the Company value performance shown above, 2022-2024 PSUs were paid out as follows to current NEOs:

  87. Payout of 2022-2024 Performance Share Units

    | Name | Target Number of PSUs | Grant Date Fair Value | PSU Payout % | 2022-2024 PSUs Earned | Realized Value(1) | | Seth Blackley | 151,647 | $4,155,128 | 106.4 | 161,346 | $1,815,143 | | John Johnson | 56,000 | 1,534,400 | 106.4 | 59,582 | 670,293 | | Daniel McCarthy(2) (3) | 56,000 | 1,534,400 | 156.4 | 87,585 | 985,331 | | Emily Rafferty (2) (4) | 12,000 | 328,800 | 45.8 | 5,490 | 61,763 | | Jonathan Weinberg | 10,000 | 274,000 | 106.4 | 10,640 | 119,695 |

  88. Payout of 2022-2024 Performance Share Units

    | (1) The amounts represented in this column are the number of 2022-2024 PSUs earned multiplied by Evolent’s closing stock price on the vest date of December 31, 2024. |

  89. Payout of 2022-2024 Performance Share Units

    | (2) 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 2022-2024 PSUs to modify the Business Unit performance metrics. Among NEOs, this modification impacted only Mr. McCarthy and Ms. Rafferty. Under the modified 2022-2024 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 2022-2024 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 2022-2024 PSUs after the adoption of the amendment was equivalent to the expected value of the 2022-2024 PSUs immediately prior to the adoption of the amendment. |

  90. Payout of 2022-2024 Performance Share Units

    | (3) The impact of the PSU modification described in footnote 1 on Mr. McCarthy was to increase his payout from 106.4% of target to 156.4% of target, reflecting his Business Unit’s superior performance prior to the modification. |

  91. Payout of 2022-2024 Performance Share Units

    | (4) The impact of the PSU modification described in footnote 1 on Ms. Rafferty was to decrease her payout from 106.4% of target to 45.8% of target, reflecting her Business Unit’s below-target performance prior to the modification. |

  92. Payout of 2022-2024 Performance Share Units

    | Evolent Health, Inc. Proxy Statement 2025 | 39 |

  93. 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, and Weinberg (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 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.

  94. 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, 2024, 2023 and 2022, except in the case of Ms. Rafferty, who was not a NEO in 2022.

  95. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards (1) | All Other Compensation (2) | Total Compensation | | Seth Blackley | 2024 | $800,000 | $0 | $10,322,385(4) | $13,800 | $11,136,185 | | Chief Executive Officer (3) | 2023 | 783,333 | 1,200,000 | 6,934,655 | 13,200 | 8,931,188 | | | 2022 | 683,333 | 1,094,000 | 5,935,881 | 12,200 | 7,725,414 | | John Johnson | 2024 | 500,000 | 0 | 4,300,958 | 13,333 | 4,814,291 | | Chief Financial Officer | 2023 | 493,333 | 625,000 | 2,399,196 | 13,067 | 3,530,596 | | | 2022 | 432,292 | 550,000 | 2,192,000 | 11,925 | 3,186,217 | | Daniel McCarthy | 2024 | 591,667 | 0 | 6,881,589 | 11,667 | 7,484,923 | | President | 2023 | 535,000 | 850,000 | 4,367,308 | 11,317 | 5,763,625 | | | 2022 | 432,292 | 850,000 | 2,192,000 | 10,475 | 3,484,767 | | Emily Rafferty | 2024 | 420,833 | 34,000 | 1,540,579 | 13,800 | 2,009,212 | | Chief Operating Officer | 2023 | 535,000 | 850,000 | 4,367,308 | 11,317 | 5,763,625 | | Jonathan Weinberg | 2024 | 425,000 | 0 | 1,527,649 | 13,800 | 1,966,449 | | General Counsel | 2023 | 425,000 | 675,000 | 899,694 | 13,200 | 2,012,894 | | | 2022 | 405,625 | 278,240 | 822,000 | 12,200 | 1,518,065 |

  96. Summary Compensation Table

    | (1) The amounts reported in this column represent the aggregate grant-date fair value of PSUs and RSUs granted during 2024, 2023 and 2022 and, as computed in accordance with ASC 718. 2024 PSUs reflect the grant-date fair value based on probably performance at target. The grant date fair value of the 2024 PSUs if maximum performance of 330%, inclusive of a +10% modifier applicable to the PSUs, is achieved as follows for Messrs. Blackley, Johnson, McCarthy, Weinberg and Ms. Rafferty, respectively: $28.0 million, $11.7 million, $18.6 million, $2.3 million and $3.5 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 14 of Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. For further discussion of PSUs and RSUs granted in 2024, see the section entitled “Long-Term 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. |

  97. 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. |

  98. 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. |

  99. Summary Compensation Table

    | (4) As detailed in the table entitled “Total Equity Award Adjustments for the First PEO” under footnote 3(a) in the “Pay Versus Performance” section of this proxy statement, the “Year End Fair Value of Equity Awards Granted During the Covered Year” (2024) to Mr. Blackley was $1,800,338. |

  100. Summary Compensation Table

    | 44 | Evolent Health, Inc. Proxy Statement 2025 |

  101. 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 2024:

  102. 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 | 3/1/2024 | 2/27/2024 | 117,841 | 261,868 | 864,164 | — | $9,321,191 | | | 3/1/2024 | 2/27/2024 | — | — | — | 29,096 | 1,001,193 | | John Johnson | 3/1/2024 | 2/27/2024 | 49,100 | 109,111 | 360,066 | — | 3,883,806 | | | 3/1/2024 | 2/27/2024 | — | — | — | 12,123 | 417,152 | | Daniel McCarthy | 3/1/2024 | 2/27/2024 | 78,560 | 174,578 | 576,107 | — | 6,214,104 | | | 3/1/2024 | 2/27/2024 | — | — | — | 19,398 | 667,485 | | Emily Rafferty | 3/1/2024 | 2/27/2024 | 14,730 | 32,733 | 108,019 | — | 1,165,131 | | | 3/1/2024 | 2/27/2024 | — | — | — | 10,911 | 375,448 | | Jonathan Weinberg | 3/1/2024 | 2/27/2024 | 9,820 | 21,822 | 72,013 | — | 776,754 | | | 3/1/2024 | 2/27/2024 | — | — | — | 21,822 | 750,895 |

  103. Grants of Plan-Based Awards

    | (1) The threshold, target and maximums represent 45%, 100% and 330% of the number of PSUs potentially awarded, respectively and inclusive of a +/- 10% absolute TSR modifier applicable to the PSUs. |

  104. Grants of Plan-Based Awards

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

  105. 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 2024 as computed in accordance with ASC 718. For a further discussion of the assumptions used in the calculation of these amounts, please see Note 14 of Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. |

  106. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table 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 2024 Bonus Plan, see the section entitled “Annual Cash Incentive Plan” in the “Compensation Discussion & Analysis” section of this proxy statement.

  107. 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, 2024:

  108. 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 | 2/1/2017 | 45,956 | — | — | 18.25 | 2/1/2027 | — | — | — | — | | | 2/1/2018 | 50,505 | — | — | 13.95 | 2/1/2028 | — | — | — | — | | | 3/1/2021 | — | — | — | — | — | 11,716(2) | 131,805 | — | — | | | 3/1/2022 | — | — | — | — | — | 151,647(3) | 1,706,029 | — | — | | | 3/1/2022 | — | — | — | — | — | 21,446(4) | 241,268 | — | — | | | 3/1/2023 | — | — | — | — | — | 137,670(3) | 1,548,788 | — | — | | | 3/1/2023 | — | — | — | — | — | 38,942(4) | 438,098 | — | — | | | 3/1/2024 | — | — | — | — | — | 29,096(4) | 327,330 | — | — | | | 3/1/2024 | — | — | — | — | — | 261,868(5) | 2,946,015 | — | — | | 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 | — | — | — | — | | | 3/1/2021 | — | — | — | — | — | 10,000(2) | 112,500 | — | — | | | 3/1/2022 | — | — | — | — | — | 56,000(3) | 630,000 | — | — | | | 3/1/2022 | — | — | — | — | — | 7,920(4) | 89,100 | — | — | | | 3/1/2023 | — | — | — | — | — | 47,630(3) | 535,838 | — | — | | | 3/1/2023 | — | — | — | — | — | 13,472(4) | 151,560 | — | — | | | 3/1/2024 | — | — | — | — | — | 109,111(5) | 1,227,499 | — | — | | | 3/1/2024 | — | — | — | — | — | 12,123(4) | 136,384 | — | — | | Daniel McCarthy | 2/1/2017 | 3,064 | — | — | 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) | 135,000 | — | — | | | 3/1/2022 | — | — | — | — | — | 56,000(3) | 630,000 | — | — | | | 3/1/2022 | — | — | — | — | — | 7,920(4) | 89,100 | — | — | | | 3/1/2023 | — | — | — | — | — | 64,300(3) | 723,375 | — | — | | | 3/1/2023 | — | — | — | — | — | 18,188(4) | 204,615 | — | — | | | 7/1/2023 | — | — | — | — | — | 28,500(3) | 320,625 | — | — | | | 3/1/2024 | — | — | — | — | — | 174,578(5) | 1,964,003 | — | — | | | 3/1/2024 | — | — | — | — | — | 19,398(4) | 218,228 | — | — |

  109. Outstanding Equity Awards at Fiscal Year-End

    | 46 | Evolent Health, Inc. Proxy Statement 2025 |

  110. 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 | — | — | — | — | — | 6,000(2) | 67,500 | — | — | | | 3/1/2022 | — | — | — | — | — | 12,000(3) | 135,000 | — | — | | | 3/1/2022 | — | — | — | — | — | 3,960(4) | 44,550 | — | — | | | 3/1/2023 | — | — | — | — | — | 17,500(3) | 196,875 | — | — | | | 3/1/2023 | — | — | — | — | — | 11,550(4) | 129,938 | — | — | | | 7/1/2023 | — | — | — | — | — | 10,000(3) | 112,500 | — | — | | | 3/1/2024 | — | — | — | — | — | 32,733(5) | 368,246 | — | — | | | 3/1/2024 | — | — | — | — | — | 10,911(4) | 122,749 | — | — | | Jonathan Weinberg | 2/1/2017 | 12,255 | — | — | 18.25 | 2/1/2027 | — | — | — | — | | | 3/1/2021 | — | — | — | — | — | 6,250(2) | 70,313 | — | — | | | 3/1/2022 | — | — | — | — | — | 10,000(3) | 112,500 | — | — | | | 3/1/2022 | — | — | — | — | — | 6,600(4) | 74,250 | — | — | | | 3/1/2023 | — | — | — | — | — | 12,758(3) | 143,528 | — | — | | | 3/1/2023 | — | — | — | — | — | 8,420(4) | 94,725 | — | — | | | 3/1/2024 | — | — | — | — | — | 21,822(5) | 245,498 | — | — | | | 3/1/2024 | — | — | — | — | — | 21,822(4) | 245,498 | — | — |

  111. 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, 2024 ($11.25). |

  112. 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. |

  113. 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. |

  114. Outstanding Equity Awards at Fiscal Year-End

    | (4) 34% of the award vests on the first anniversary of the grant date, and 33% of the award vests on the second and third anniversary of the grant date, subject to the NEO’s continued employment through the applicable vesting date. |

  115. Outstanding Equity Awards at Fiscal Year-End

    | (5) 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 second and 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 |

  116. Outstanding Equity Awards at Fiscal Year-End

    | Evolent Health, Inc. Proxy Statement 2025 | 47 |

  117. Outstanding Equity Awards at Fiscal Year-End

    | 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 300% 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. Additionally, the PSUs will be subject to a +/- 10% absolute TSR modifier. |

  118. 2024 Option Exercises and Stock Vested

    2024 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 2024.

  119. 2024 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 | 187,904 | $2,216,609 | 259,432 | $7,970,245 | | John Johnson | — | — | 88,861 | 2,853,547 | | Daniel McCarthy | 4,550 | 12,974 | 69,289 | 2,256,634 | | Emily Rafferty | — | — | 15,910 | 547,463 | | Jonathan Weinberg | 42,140 | 347,854 | 38,738 | 1,279,383 |

  120. 2024 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. |

  121. 2024 Option Exercises and Stock Vested

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

  122. 2024 Option Exercises and Stock Vested

    | 48 | Evolent Health, Inc. Proxy Statement 2025 |

  123. 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, 2024.

  124. 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) | $1,200,000 | $3,200,000(3) | | Employer-Paid COBRA (4) | 31,502 | 42,003 | | Value of Equity Award Acceleration (5) | 7,093,834 | 7,448,445 | | TOTAL | 8,325,336 | 10,690,448 | | John Johnson | | | | Severance Pay (base salary and bonus components) (2) | 500,000 | 1,312,500 | | Employer-Paid COBRA (4) | — | — | | Value of Equity Award Acceleration (5) | 2,551,892 | 2,820,886 | | TOTAL | 3,051,892 | 4,133,386 | | Daniel McCarthy | | | | Severance Pay (base salary and bonus components) (2) | 600,000 | 1,800,000 | | Employer-Paid COBRA (4) | 30,248 | 45,372 | | Value of Equity Award Acceleration (5) | 4,065,150 | 4,476,609 | | TOTAL | 4,695,398 | 6,321,981 | | 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) | 425,000 | 1,115,625 | | Employer-Paid COBRA (4) | 30,230 | 45,345 | | Value of Equity Award Acceleration (5) | 741,566 | 973,052 | | TOTAL | 1,196,796 | 2,134,022 |

  125. 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. |

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

    | (2) Amounts calculated based on the dollar value of the 2024 base salary and annual bonus, that would have been payable for 2024. |

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

    | (3) Amounts calculated based on 2024 base salary and 2025 target bonus, plus actual bonus that would have been payable for 2024. |

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

    | Evolent Health, Inc. Proxy Statement 2025 | 49 |

  129. 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, 2024. |

  130. 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, 2024. The amounts were calculated based on the closing price of our common stock of $11.25 on December 31, 2024. |

  131. 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. |

  132. 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 and Weinberg 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 and Weinberg 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. “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 and Weinberg provide for the payment of any amounts or provision of any benefits upon death or due to disability.

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

    | 50 | Evolent Health, Inc. Proxy Statement 2025 |

  134. 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, 2024, concerning our compensation plans under which equity securities of the Company are authorized to be issued.

  135. 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 | 3,731,432 | $15.43 | 4,409,026 | | Equity compensation plans not approved by security holders | — | — | — | | Total | 3,731,432 | $15.43 | 4,409,026 |

  136. 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 10, 2025, 328,466 shares remain available for future issuance under the 2015 Plan. As of April 10, 2025, there were 7,016,862 shares subject to outstanding awards under the 2015 Plan and 2011 Plan, of which 3,308,871 and 3,332,793 shares of our Class A common stock were subject to outstanding RSUs and PSUs, respectively, under the 2015 Plan, 375,198 shares of our Class A common stock were subject to outstanding stock options under the 2015 Plan with a weighted average exercise price of $15.43 and a weighted average remaining contractual term of 4.18 years. |

  137. 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 10, 2025, there were a total of 375,198 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 $15.43 and a weighted average remaining contractual term of 4.18 years. |

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

    | Evolent Health, Inc. Proxy Statement 2025 | 51 |

  139. 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, 2024, which is the date we used to determine our employee population for purposes of identifying our median employee, we had 4,460 full-time and part-time employees, 3,344 of whom are located in the United States, 952 in Pune, India, and 164 in the Philippines. We did not include independent contractors we retained during 2024. As permitted under the SEC rules, we are using the same median employee identified for purposes of the pay ratio for 2023, as we believe the changes to our employee population and compensation arrangements have not significantly impacted our pay ratio disclosure. For the median employee from our employee population, we combined all of the elements of such employee’s compensation for 2024 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 $22,792) was also included in the calculation of the median employee’s total annual compensation for 2024 for purposes of this pay ratio disclosure, resulting in annual total compensation of $87,719. The 2024 annual total compensation for our CEO, as reported in the Summary Compensation Table in this proxy statement, was $11,136,185. 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 $15,328) to the amount reported in the Summary Compensation Table. This resulted in 2024 annual total compensation for our CEO for purposes of determining the pay ratio in the amount of $11,151,513. The 2024 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 $87,719. The ratio of our CEO’s annual total compensation to the median annual total compensation of all our employees (other than our CEO) for 2024 is 127.1 to 1. We believe this ratio represents a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

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

    | 52 | Evolent Health, Inc. Proxy Statement 2025 |

  141. 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.

  142. 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) | | | | | 2024 | $11,136,185 | ($ | 9,303,498) | – | – | $4,068,719 | ($ | 1,879,686) | $124 | $105 | ($ | 93.5) | $160.5 | | 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 |

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

    | (1) The PEO for 2024 was Seth Blackley, and the non-PEO NEOs for 2024 were John Johnson, Daniel McCarthy, Emily Rafferty and Jonathan Weinberg. 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. |

  144. 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 of the Summary Compensation Table. Refer to “Summary Compensation Table.” |

  145. 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: |

  146. 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) | | | 2024 | $11,136,185 | ($ | 10,322,385) | ($ | 10,117,298) | ($ | 9,303,498) |

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

    | Evolent Health, Inc. Proxy Statement 2025 | 53 |

  148. 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: |

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

    | | | | Total Equity Award Adjustments for First PEO | | | | | | | | | | Year | Deduct Grant Date Fair Value of Equity Awards Disclosed in the Summary Compensation Table | | 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 | | | 2024 | ($ | 10,322,385) | $1,800,338 | ($ | 6,443,147) | – | ($ | 5,474,489) | – | ($ | 10,117,298) |

  150. 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. |

  151. 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: |

  152. 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) | | | 2024 | $4,068,719 | ($ | 3,562,694) | ($ | 2,385,711) | ($ | 1,879,686) |

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

    | 54 | Evolent Health, Inc. Proxy Statement 2025 |

  154. 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): |

  155. 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 Value of Awards Granted in Prior Years Vesting During the Covered Year | Average Total Equity Award Adjustments for Non-PEO NEOs | | 2024 | ($3,562,694) | $855,844 | ($1,674,490) | ($1,567,064) | ($2,385,711) |

  156. 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. |

  157. 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. |

  158. 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. |

  159. 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

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

    | Evolent Health, Inc. Proxy Statement 2025 | 55 |

  161. Analysis of the Information Presented in the Pay versus Performance Table: CAP vs. Net Income

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

  162. 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 each year. 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 and from 2023 to 2024 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, while decreases in CAP from 2023 to 2024 aligned with a decrease 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

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

    | 56 | Evolent Health, Inc. Proxy Statement 2025 |

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

    attributable to the fluctuation in the CAP values of equity awards, which correlate with increases and decreases in stock price and cumulative TSR. CAP and Adjusted EBITDA are also far more correlated than CAP and net income, which is expected based on the impact of EBITDA on both of our Annual Bonus program and our PSUs. Over the measurement period, our cumulative TSR has outperformed that of the peer group, but has been considerably more volatile than the peer Index as a whole.

  165. General

    | | Weighted Average Exercise Price | Weighted Average Remaining Term | Number of Outstanding Equity Awards | | Outstanding Stock Options | $15.43 | 4.18 years | 375,198 | | Outstanding RSUs, and PSUs | — | — | 6,641,664 | | Total | $15.43 | 4.18 years | 7,016,862 |

  166. New Plan Benefits under the Amended 2015 Plan

    | Director (1) | Fees Earned or Paid in Cash | Stock Awards (2)(4) | Option Awards | Non-Equity Incentive Plan Compensation | Nonqualified Deferred Compensation Earnings | All Other Compensation | Total Director Compensation | | Toyin Ajayi, MD | $85,250 | $180,000 | $— | $— | $— | $— | $265,250 | | Craig Barbarosh | 102,500 | 180,000 | — | — | — | — | 282,500 | | M. Bridget Duffy, MD | 102,500 | 180,000 | — | — | — | — | 282,500 | | Russell Glass (3) | 98,750 | 220,000 | — | — | — | — | 318,750 | | Peter Grua | 105,250 | 180,000 | | | | | 285,250 | | Diane Holder | 110,250 | 180,000 | — | — | — | — | 290,250 | | Richard Jelinek | 85,250 | 180,000 | | | | | 265,250 | | Kim Keck | 110,250 | 180,000 | — | — | — | — | 290,250 | | Cheryl Scott | 202,750 | 180,000 | — | — | — | — | 382,750 |

  167. 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.

  168. Indemnification of directors and officers

    | 72 | Evolent Health, Inc. Proxy Statement 2025 |