DEF 14A of Claritev Corp, Mar 13, 2024

DEF 14A of Claritev Corp

Filed Mar 13, 2024 · FY20230001793229-24-000043

Open on EDGAR

  1. Class I Director Nominees

    Class I Director Nominees Our Board has nominated four Class I directors for election at the Annual Meeting to hold office until our annual meeting of stockholders in 2027 and until his or her successor has been duly elected and qualified or until his or her earlier resignation, retirement, death, disqualification or removal. All of the nominees are currently directors. These nominees bring a wide set of individual talents to their oversight responsibilities, including a full array of business and leadership skills. Their diversity of experience and expertise facilitates robust and thoughtful decision-making as a Board. Each agreed to be named in this proxy statement and to serve if elected. We have no reason to believe that any of the nominees will be unable to serve. However, if, before the election, one or more of the nominees should become unable to serve or for good cause will not serve, proxies will be voted for the remaining nominees and for any substitute nominees to be selected by the Nominating and Corporate Governance Committee and approved by the Board.

  2. Class I Director Nominees

    | Michael K. Attal INDEPENDENT Principal, Hellman & Friedman LLC | Age: 31 Committees: Audit (Observer) and Risk | | BIOGRAPHY Michael K. Attal has served as a member of our Board since August 2022. Mr. Attal has served as a Principal at Hellman & Friedman LLC since November 2019 and prior to that served as an associate at Hellman & Friedman LLC since July 2016. He is active in the firm’s investment in Medline (a private company). He was also formerly active in the firm’s investment in PPD, Inc. (a public company before it was acquired by Thermo Fisher in 2021). Prior to joining Hellman & Friedman LLC in 2016, Mr. Attal worked as an investment banker in the mergers and acquisitions department of Morgan Stanley & Co. SKILLS AND QUALIFICATIONS Mr. Attal is qualified to serve as a director due to his financial acumen, experience in the healthcare industry, experience with environmental, social, and governance matters, and mergers and acquisition experience. | |

  3. Class I Director Nominees

    | Travis S. Dalton President and Chief Executive Officer, MultiPlan Corporation | Age: 53 Committees: None | | BIOGRAPHY Travis S. Dalton has served as President and Chief Executive Officer of MultiPlan and as a member of our Board since March 1, 2024, overseeing and executing on the Company’s commitment to helping healthcare payors manage the cost of care, improve their competitiveness and inspire positive change. Prior to that, Mr. Dalton served as General Manager and Executive Vice President of Oracle Health, which is part of Oracle Corporation (a public company). Prior to Oracle Health, Mr. Dalton served in various roles at Cerner Corporation from 2001 until the acquisition of Cerner by Oracle in June 2022, most recently as Chief Client & Services Officer and President, Cerner Government Services, a role he held from 2012 until June 2022. Cerner was publicly traded until its acquisition by Oracle. Prior to Cerner, Mr. Dalton was a consultant at Accenture. Mr. Dalton serves on the board of the Elizabeth Dole Foundation, a non-profit organization that supports and honors the spouses, parents, family members and friends who care for America's wounded, ill or injured veterans. SKILLS AND QUALIFICATIONS Mr. Dalton is qualified to serve as a director due to his extensive experience in, and knowledge of, the healthcare industry, especially with respect to innovation, technology and data, as well as his role as our current Chief Executive Officer. | |

  4. Class I Director Nominees

    | 2024 Proxy Statement | 15 |

  5. Class I Director Nominees

    | C. Martin Harris INDEPENDENT AVP of the Health Enterprise and Chief Business Officer, Dell Medical School at The University of Texas at Austin | Age: 67 Committees: Risk | | BIOGRAPHY C. Martin Harris, MD, MBA has served as a member of our Board since January 2021. Dr. Harris has served as Associate Vice President of the Health Enterprise and Chief Business Officer at the Dell Medical School at The University of Texas at Austin since December 2016. Previously, he was CIO and Chairman of the Information Technology Division, as well as a Staff Physician, at The Cleveland Clinic Foundation Department of General Internal Medicine. He also served as a Staff Physician for the Cleveland Clinic Hospital. Dr. Harris currently serves on the board of directors of three other public companies, Agiliti, Inc., Thermo Fisher Scientific, and Colgate-Palmolive Company. He also served on the board of directors of HealthStream, Inc., a public company, from September 2010 through February 2021, and Invacare Corporation, a public company, from 2003 through May 2022. SKILLS AND QUALIFICATIONS Dr. Harris is qualified to serve as a director due to his extensive experience in the healthcare industry as a leader of healthcare organizations and his expertise in the use of information technology in the healthcare industry, as well as his board-level experience from his many years served on public company boards in the healthcare industry. | |

  6. Class I Director Nominees

    | John M. Prince INDEPENDENT Former President and Chief Operating Officer, Optum | Age: 56 Committees: Audit | | BIOGRAPHY John M. Prince has served as a member of our Board since June 2023. Mr. Prince has served as an Operating Partner at Advent International Corporation and as a Senior Advisor to TPG Global LLC since June 2023. Mr. Prince was President and Chief Operating Officer of Optum, UnitedHealth Group’s (a public company) health services platform, from April 2021 until June 2023. From April 2017 until April 2021, he served as Chief Executive Officer of Optum Rx, Optum’s pharmacy care services business. From 2005 to 2017, Mr. Prince held numerous other executive leadership roles at UnitedHealth Group. Prior to joining UnitedHealth Group, he served as Senior Vice President and Head of Health Care Business Development and Strategy for JPMorgan Chase (a public company) from 2002 and 2005. Between 1991 and 2002, Mr. Prince worked in Arthur Andersen’s healthcare strategy and operations consulting practice, most recently as a partner. Mr. Prince is a member of Northwestern University’s Healthcare at Kellogg Advisory Council. He previously served on the boards of Truepill, a digital health start-up, the Executives’ Club of Chicago, a senior executive membership and networking organization, the Minneapolis Institute of Art, and the Pharmaceutical Care Management Association, a national association representing America’s pharmacy benefit companies, where he served as chair. SKILLS AND QUALIFICATIONS Mr. Prince is qualified to serve as a director due to his extensive knowledge of the healthcare industry and his substantial leadership experience at UnitedHealth Group (a large, national health care and well-being company), including his leadership of Optum, a subsidiary of UnitedHealth Group focused on delivering healthcare solutions aided by technology and data. | |

  7. Class I Director Nominees

    | 16 | |

  8. Continuing Directors

    Continuing Directors

  9. Class II Directors

    Class II Directors

  10. Class II Directors

    | Glenn R. August INDEPENDENT Founder, Senior Partner and Chief Executive Officer, Oak Hill Advisors | Age: 62 Committees: Nominating and Corporate Governance | | BIOGRAPHY Glenn R. August has served as a member of our Board since the Initial Public Offering of Churchill Capital Corp III (the “Churchill IPO”). He has served as a vice president and director of T. Rowe Price Group, Inc., a publicly-traded investment management company, since December 2021 when T. Rowe Price Group acquired Oak Hill Advisors, L.P. to operate as a standalone business within T. Rowe Price. Mr. August is the Founder and Chief Executive Officer of Oak Hill Advisors, L.P. and has overall management responsibility for OHA. In addition he serves as global head of the firm’s distressed investment activities and chairs or serves on various OHA committees, including the investment strategy committee and several fund investment committees. He co-founded the predecessor investment firm to OHA in 1987 and took responsibility for the firm’s credit and distressed investment activities in 1990. Mr. August has played leadership roles in numerous restructurings and, since 1987, has served on eighteen corporate boards. In addition to T. Rowe Price, Mr. August currently serves on the board of Lucid Group, Inc., a publicly-traded automaker. He also previously served on the Board of Directors of several publicly-traded blank check companies: Churchill Capital Corp II (now Skillsoft) until June 2021, Churchill Capital Corp V until December 2021, Churchill Capital Corp VI until December 2021, and Churchill Capital Corp VII until December 2021. Mr. August also serves on the Board of Trustees of Horace Mann School and The Mount Sinai Medical Center, and on the Board of Directors of the Partnership for New York City and the 92nd St. Y. He earned an M.B.A. from Harvard Business School, where he was a Baker Scholar, and a B.S. from Cornell University. SKILLS AND QUALIFICATIONS Mr. August is qualified to serve as a director due to his extensive corporate finance and operational experience in both public and privately owned multi-national technology businesses. | |

  11. Class II Directors

    | 2024 Proxy Statement | 17 |

  12. Class II Directors

    | Richard A. Clarke INDEPENDENT Chief Executive Officer, Good Harbor Security Risk Management | Age: 73 Committees: Risk (Chair) | | BIOGRAPHY Richard A. Clarke has served as a member of our Board since October 2020, and served as a director of Polaris Parent Corp. (“MultiPlan Parent”), the former parent company of MultiPlan before MultiPlan became a public company, from October 2016 through October 2020. Since 2012, Mr. Clarke has served as Chief Executive Officer of Good Harbor Security Risk Management, a private consultancy specializing in cybersecurity for enterprises and mid-cap companies in aviation, insurance, finance, health, technology, and media. He is an advisor at Paladin Capital group, a venture capital firm. In addition, Mr. Clarke is the Chairman of the Board of Governors, Middle East Institute of Washington, D.C. and a member of the Board of Directors of Visible Assets, a private physical security device manufacturer. Mr. Clarke served for thirty years in the United States Government, serving three consecutive Presidents. In the White House, he served as America’s first “Counter-Terrorism Czar” and its first “Cyber Czar.” Prior to his White House years, he served as a diplomat. He was confirmed as Assistant Secretary of State, and held other positions in the State Department (Deputy Assistant Secretary of State for Intelligence) and the Pentagon for twenty years. Since leaving government in 2003, Mr. Clarke has served as an on-air consultant for ABC News for fifteen years and taught at Harvard’s Kennedy School of Government for five years. He is the author of numerous books, including WARNINGS, on risk management, THE FIFTH DOMAIN and CYBER WAR on cyber security, and AGAINST ALL ENEMIES on terrorism and national security. Mr. Clarke was co-chair of Virginia Governor McAuliffe’s Cybersecurity Commission and he also served on the New York Cybersecurity Advisory Board. Mr. Clarke was formerly a member of President Obama’s Review Group on Intelligence and Technology. He has served as a director of several private companies, including Veracode, Inc., Carbon Black, Inc. (f/k/a Bit9, Inc.), Sectigo Inc., BlueCat Networks, Inc. and Nok Nok Labs, Inc. He has also served on private company corporate advisory boards, including RedSeal, Inc., Awake Security, Inc., Red Five Security, LLC and HawkEye 360, Inc. SKILLS AND QUALIFICATIONS Mr. Clarke is qualified to serve as a director due to his extensive knowledge and experience of cybersecurity and security risk management. | |

  13. Class II Directors

    | Julie D. Klapstein INDEPENDENT Former Chief Executive Officer, Availity, LLC | Age: 69 Committees: Audit and Compensation | | BIOGRAPHY Julie D. Klapstein has served as a member of our Board since November 2020. Ms. Klapstein was the founding Chief Executive Officer of Availity, LLC (a private company), a health information network optimizing the automated delivery of critical business and clinical information among healthcare stakeholders. She served as Availity’s Chief Executive Officer and board member from 2001 to 2011. She also served as the interim Chief Executive Officer at Medical Reimbursements of America, Inc., a private company, from February 2017 to June 2017. Ms. Klapstein has more than 30 years of experience in the healthcare information technology industry including executive roles at healthcare companies including Phycom, Sunquest Information Systems, SMS’ Turnkey Systems Division and GTE Health Systems. Her early career with AT&T Information Systems also focused on the healthcare industry. Ms. Klapstein currently serves as the lead director of Amedisys, a public company, including on the quality of care, compensation, and nominating and governance committees, and Revecore, a private company. Ms. Klapstein served on the board of NextGen Healthcare from 2017 until November 2023, when it was acquired by Thoma Bravo and ceased being publicly-traded, and Oak Street Health from 2020 until May 2023, when it was acquired by CVS and ceased being publicly-traded. SKILLS AND QUALIFICATIONS Ms. Klapstein is qualified to serve as a director due to her extensive experience in the healthcare and healthcare technology industries, having served in executive capacities for multiple healthcare technology companies, as well as her public company board experience. | |

  14. Class II Directors

    | 18 | |

  15. Class II Directors

    | P. Hunter Philbrick INDEPENDENT Partner, Hellman & Friedman LLC | Age: 44 Committees: Compensation (Chair) and Nominating and Corporate Governance | | BIOGRAPHY P. Hunter Philbrick has served as a member of our Board since October 2020, and served as a director of MultiPlan Parent from October 2016 through October 2022. Mr. Philbrick has served as a Partner at Hellman & Friedman LLC since January 2013. Prior to joining Hellman & Friedman LLC in 2003, Mr. Philbrick worked as an investment banker in the mergers, acquisitions and restructuring and general industrial departments of Morgan Stanley & Co. He currently serves as a member of the board of directors of several private companies, including Cordis, Vantage Group Holdings, Ltd., and Hub International Limited. Mr. Philbrick was formerly a director of Change Healthcare Inc. (a public company before it was acquired by UnitedHealth in 2022), GeoVera Insurance Holdings Ltd. (a private company), PPD, Inc. (a public company before it was acquired by Thermo Fisher in 2021), and Sedgwick Inc. (a private company). SKILLS AND QUALIFICATIONS Mr. Philbrick is qualified to serve as a director due to his finance and capital markets experience as well as insight into the healthcare industry, gained from advising and serving as a director of multiple Hellman & Friedman LLC portfolio companies. | |

  16. Class III Directors

    Class III Directors

  17. Class III Directors

    | Anthony Colaluca, Jr. INDEPENDENT President, Colaluca Business Advisors LLC | Age: 57 Committees: Audit (Chair) and Compensation | | BIOGRAPHY Anthony Colaluca, Jr. has served as a member of our Board since October 2020. He is the President of Colaluca Business Advisors LLC, where he serves as an independent consultant providing business and financial advisory services primarily to private equity firms, since January 2011. He previously served as the President of AfterNext HealthTech Acquisition Corp., a publicly-traded special purpose acquisition company, from July 2021 until August 2023. From March 2015 to February 2016, he served as Chief Financial Officer and Executive Vice President of MedAssets, Inc., a healthcare performance improvement company. From 2005 through 2010, he served as Chief Financial Officer and Executive Vice President of Intergraph Corporation, a global provider of engineering and geospatial software. Prior to joining Intergraph Corporation, he served as Chief Financial Officer for Harland Financial Solutions, Inc., a software division of John H. Harland Company. Previously, Mr. Colaluca also served as Chief Financial Officer for Novient, Inc./Solution 6 North America, and Chief Financial Officer for Computer Management Sciences Inc. Earlier in his career, he was a senior manager with KPMG LLP and a certified public accountant in the State of New York. Mr. Colaluca currently serves on the board of directors of Nextech Systems, a private healthcare software company, and Feeding Northeast Florida, a non-profit. He previously served as a director of AfterNext HealthTech Acquisition Corp. (a public company) from July 2021 until August 2023 and as a director of Tekelec (a public company), and member of its audit and compensation committees, from February 2011 until the company was taken private in January 2012. SKILLS AND QUALIFICATIONS Mr. Colaluca is qualified to serve as a director due to his extensive financial and operational experience in both public and privately owned multi-national technology businesses. | |

  18. Class III Directors

    | 2024 Proxy Statement | 19 |

  19. Class III Directors

    | Michael S. Klein INDEPENDENT Founder and Senior Member, M. Klein & Company, LLC | Age: 60 Committees: None | | BIOGRAPHY Michael S. Klein has served as a member of our Board since the Churchill IPO, and previously served as Churchill’s Chief Executive Officer and President from February 2020 to October 2020. Mr. Klein is the founder and managing partner of M. Klein & Company, LLC (“M. Klein & Co.”), which he founded in 2012. M. Klein & Co. is a global strategic advisory firm that provides its clients a variety of advice tailored to their objectives. Mr. Klein is also the Chief Executive Officer and Chairman of Churchill Capital Corp VII, which is a publicly-traded blank check company whose sponsor is an affiliate of M. Klein & Co. Mr. Klein also serves on the board of directors of Skillsoft, an entity which merged with Churchill Capital Corp II in June 2021 and is now publicly-traded. Prior to the merger, Mr. Klein served as the CEO and Chairman of the board of directors of Churchill Capital Corp II. Mr. Klein is currently a director of Magic Leap (a private company), TGB Europe NV (a private company), and AltC Acquisition Corp. (a public company). He also holds positions as a board member and/or adviser for multiple charitable organizations. Mr. Klein served on the Board of Directors of Credit Suisse Group AG and Credit Suisse AG from 2018 until October 2022. Mr. Klein was the Co-Founder and Chairman of Churchill Capital Corp, a blank check company formed in 2018. Churchill Capital Corp merged with Clarivate Analytics in May 2019, and Mr. Klein served on the board of directors of Clarivate Analytics through October 2021. Mr. Klein was the Co-Founder and Chairman of Churchill Capital Corp IV, a publicly-traded blank check company formed in July 2020. Churchill Capital Corp IV merged with Lucid Motors in July 2021. Mr. Klein was Chairman of Churchill Capital Corp V until October 2023 and Churchill Capital Corp VI until December 2023. Mr. Klein is a strategic advisor to global companies, boards of directors, senior executives, governments and institutional investors. Mr. Klein’s background in strategic advisory work was built during his 30-year career, including more than two decades at Citigroup Inc., a publicly-traded, global financial services company, and its predecessors, during which he initiated and executed strategic advisory transactions. He began his career as an investment banker in the M&A Advisory Group at Salomon Smith Barney and subsequently became Chairman and Co-Chief Executive Officer of Citi Markets and Banking, with responsibilities for global corporate and investment banking and Global Transaction Services across Citi. SKILLS AND QUALIFICATIONS Mr. Klein is qualified to serve as a director due to his significant investment banking and advisory experience, including for companies in information services. | |

  20. Class III Directors

    | Allen R. Thorpe LEAD INDEPENDENT DIRECTOR Partner, Hellman & Friedman LLC | Age: 53 Committees: Nominating and Corporate Governance (Chair) | | BIOGRAPHY Allen R. Thorpe has served as a member of our Board since October 2020, and served as a director of MultiPlan Parent, from June 2016 through October 2020. Mr. Thorpe has served as a Partner of Hellman & Friedman LLC, a private equity firm, since January 2004 and leads the firm’s New York office. Prior to joining Hellman & Friedman LLC in 1999, Mr. Thorpe was a vice president with Pacific Equity Partners in Australia, a private equity firm, and was a manager at Bain & Company, Inc., a management consulting firm. He currently serves on the board of directors of Edelman Financial Engines LLC (a private company), Medline Inc. (a private company), athenahealth (a private company), and Caliber Collision (a private company). Mr. Thorpe also previously served as Chairman of Sheridan Healthcare, Inc. (a private company), a director of PPD, Inc. (a public company before it was acquired by Thermo Fisher in 2021), Change Healthcare Inc. (a public company before it was acquired by UnitedHealth in 2022), Mitchell International Inc. (a private company), Artisan Partners Asset Management Inc. (a public company), the lead independent director of LPL Financial Holdings Inc. (a public company), and a member of the advisory board of Grosvenor Capital Management Holdings, LLP (a private company), among others. SKILLS AND QUALIFICATIONS Mr. Thorpe is qualified to serve as a director due to his extensive knowledge of the healthcare industry as well as financial and corporate governance experience gained through years of serving as a director of multiple Hellman & Friedman LLC portfolio companies. | |

  21. Class III Directors

    | 20 | |

  22. Class III Directors

    | Dale A. White Executive Chairman, MultiPlan Corporation | Age: 68 Committees: None | | BIOGRAPHY Dale A. White has served as our Executive Chair since March 2024 and as a member of our Board since February 2022. Prior to transitioning to the Executive Chair role, he served as our President and Chief Executive Officer from February 2022 to March 2024. Prior to that, Mr. White served as our President and Chief Operating Officer from August 2021 through February 2022, and in other senior roles at MultiPlan and its predecessors since 2004. Before joining MultiPlan in 2004, Mr. White had previously co-started two healthcare companies and held senior leadership positions at several healthcare organizations, including BCE Emergis, where he served as SVP of Sales and Marketing. Mr. White currently serves on the board of Abacus Insights, Inc., in which the Company holds a minority interest. He also serves on the board of ConvenientMD, a private corporation specializing in urgent care medical services. SKILLS AND QUALIFICATIONS Mr. White is qualified to serve as a director due to his extensive knowledge of the healthcare industry, as well as his experience in various senior executive roles at MultiPlan including as our current Executive Chairman and our former Chief Executive Officer. | |

  23. Director and Director Nominee Skills and Experience Matrix

    Director and Director Nominee Skills and Experience Matrix Our directors and director nominees bring a well-rounded variety of experiences, qualifications, attributes and skills. The skills and experience matrix below summarizes some of the key attributes that our Board has identified as particularly valuable to the effective oversight of our Company and the execution of our corporate strategy. This skills and experience matrix is not intended to be an exhaustive list of each of our directors’ and director nominees’ skills or contributions to the Board.

  24. Director and Director Nominee Skills and Experience Matrix

    | Director | Executive Leadership | Public Company Board Experience | Healthcare Industry | Tech. Industry | Legal/Securities Regulatory Experience | Accounting/ Finance Experience | Cyber-Security | Risk Management | Regulatory/ Public Policy Experience | Capital Markets | ESG | | Michael K. Attal | | | + | + | | + | | | | + | + | | Glenn R. August | + | + | + | + | | + | | | | + | | | Richard A. Clarke | + | | | + | | + | + | + | + | | + | | Anthony Colaluca, Jr. | + | + | + | + | + | + | + | + | | + | | | Travis S. Dalton | + | | + | + | | + | + | | + | | | | C. Martin Harris, M.D. | + | + | + | + | | | + | + | | | | | Julie D. Klapstein | + | + | + | + | | + | | + | | | | | Michael S. Klein | + | + | | + | + | + | | | | + | | | P. Hunter Philbrick | | + | + | + | | + | | + | | + | + | | John M. Prince | + | | + | + | | + | + | + | + | | | | Allen R. Thorpe | + | + | + | + | | + | | | | + | + | | Dale A. White | + | | + | + | | | + | + | | | |

  25. Compensation of Directors

    Compensation of Directors Each member of our Board that is not an employee of the Company or any subsidiary of the Company, other than Mr. Tabak (each a “Non-Employee Director”), is entitled to receive an annual cash retainer of $100,000, payable quarterly in four equal installments of $25,000 each (in arrears). In addition, each Non-Employee Director is entitled to receive an annual restricted stock unit award with respect to a number of shares of our Class A common stock having an aggregate grant date fair market value of $100,000. The units will vest on the earlier of (i) the first anniversary of the director’s applicable vesting commencement date and (ii) the first regularly scheduled annual meeting of the stockholders of the Company following the date of grant. In the event of a director’s voluntary resignation from the Board prior to vesting, a pro rata portion of their units will vest as of the date their service is terminated based on time served since the commencement date of the award, unless grounds for cause exist (as defined in the related award agreement). In addition, in the event a director’s service is terminated by the Company in connection with or following a change in control (as defined in the related award agreement), the units will become fully vested as of the director’s termination date, unless the termination was for cause (as defined in their related award agreement). Mr. Tabak is entitled to receive an annual cash retainer of $500,000 payable quarterly in four equal installments of $125,000 each (in arrears). Mr. Tabak is not entitled to any equity compensation for his service as a director. The chairpersons and members of the following committees will receive the additional fixed annual cash retainers (payable in quarterly installments in arrears) listed below.

  26. Compensation of Directors

    | Committee | Committee Member Retainer ($) | Committee Chair Retainer ($) | | Audit Committee | 12,500 | 25,000 | | Compensation Committee | 10,000 | 20,000 | | Nominating and Corporate Governance Committee | 7,500 | 15,000 | | Risk Committee | 10,000 | 20,000 |

  27. Compensation of Directors

    All directors, including our Non-Employee Directors, are reimbursed for travel and other expenses directly related to director activities and responsibilities. Any member of the Board that is entitled to the above compensation may elect to forego all or a portion of such compensation from time to time by giving notice to the General Counsel of the Company. Until otherwise notified to the General Counsel of the Company, each of Messrs. Attal, Philbrick, and Thorpe have elected to forego their right to all such compensation.

  28. Compensation of Directors

    | 2024 Proxy Statement | 27 |

  29. Director Compensation Table

    Director Compensation Table The following table summarizes the compensation paid to each Non-Employee Director with respect to service in 2023.

  30. Director Compensation Table

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2)(3) | All Other Compensation ($) | Total ($) | | Mr. August(4) | 107,500 | 100,000 | — | 207,500 | | Mr. Clarke | 126,078 | 100,000 | — | 226,078 | | Mr. Colaluca | 135,000 | 100,000 | — | 235,000 | | Dr. Harris | 110,000 | 100,000 | — | 210,000 | | Ms. Klapstein | 122,500 | 100,000 | — | 222,500 | | Mr. Klein | 100,000 | 100,000 | — | 200,000 | | Mr. Prince(5) | 57,795 | 83,562 | — | 141,357 | | Mr. Tabak | 500,000 | — | — | 500,000 |

  31. Director Compensation Table

    (1)Excludes Messrs. Attal, Philbrick, and Thorpe, each of whom elected to forego their right to director compensation. (2)Represents aggregate grant date fair value computed in accordance with FASB ASC Topic 718, Compensation – Stock Compensation. For additional information see Note 15 Stock-Based Compensation of the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K. (3)The aggregate number of restricted stock units held by each Non-Employee Director as of December 31, 2023 was as follows:

  32. Director Compensation Table

    | Name | Aggregate Unvested Units Outstanding | | Mr. August(4) | 106,382 | | Mr. Clarke | 106,382 | | Mr. Colaluca | 106,382 | | Dr. Harris | 106,382 | | Ms. Klapstein | 106,382 | | Mr. Klein | 106,382 | | Mr. Prince(5) | 40,761 |

  33. Director Compensation Table

    (4)Pursuant to the policies of Oak Hill Advisors, L.P., all cash and equity compensation received by Mr. August as a Non-Employee Director is for the benefit of certain client accounts advised by Oak Hill Advisors, L.P. and/or one of its subsidiary investment advisers. (5)Mr. Prince joined the Board on June 26, 2023. On June 26, 2023, Mr. Prince received a grant of RSUs equal to $83,560, which represented a pro-rated portion of the $100,000 annual RSU grant provided to non-employee directors described above.

  34. Role of Compensation Consultant and Consultant Independence

    Role of Compensation Consultant and Consultant Independence The Compensation Committee engaged Korn Ferry to serve as its independent compensation consultant for 2023. Korn Ferry’s engagement is focused on: •reviewing and evaluating our executive compensation program as a whole, each principal element, and the mix of compensation; •analyzing and providing the Compensation Committee with competitive pay data with respect to other peer companies; •advising the Compensation Committee on executive compensation trends and developments; and •assessing the risks of our compensation policies and practices that may have a material impact on the Company and advising on ways to mitigate any undue risks. Korn Ferry attends Compensation Committee meetings relating to our executive compensation program and also reviews management’s recommendations regarding our compensation program. Korn Ferry reports directly to the Compensation Committee and does not provide any material services to the Company beyond the services described above. The Compensation Committee received a written statement from Korn Ferry detailing its independence criteria and, based on such statement and other factors, the Compensation Committee determined that Korn Ferry was independent under the applicable SEC rules and NYSE Listing Standards and that engaging Korn Ferry did not present any conflicts of interest.

  35. Determination of Compensation for 2023

    Determination of Compensation for 2023 In 2023, the Compensation Committee: (1) reviewed and approved all of the compensation elements for the named executive officers; and (2) reviewed and approved the executive compensation program. When setting named executive officer compensation, the Compensation Committee seeks to achieve an appropriate balance between immediate cash rewards and incentives for the achievement of both annual and long-term financial and non-financial objectives. The Compensation Committee determines the number of shares of common stock granted to our named executive officers through equity awards or the target levels of other incentive awards on a discretionary basis, rather than formulaically, by considering the executive’s position, responsibilities, accomplishments, achievements, and tenure with the Company. The Compensation Committee may modify the mix of base salary, annual awards, and long-term awards as it deems appropriate based on a named executive officer’s specific circumstances. In connection with establishing the named executive officers’ compensation for 2023, the Compensation Committee reviewed the benchmark data for each of the named executive officers, the recommendations of our compensation consultant, and the recommendations of our CEO with respect to the compensation of our named executive officers other than our CEO. After completing this review, the Compensation Committee approved the base salaries, the bonus plan, and equity awards for each of the named executive officers.

  36. Benchmarking Compensation

    Benchmarking Compensation Korn Ferry assisted the Compensation Committee in determining the appropriate peer group of companies that are similar to us in size (based on revenue, EBITDA, and market cap), industry, performance, and operational complexity in order to benchmark compensation in the competitive market.

  37. Benchmarking Compensation

    | 2024 Proxy Statement | 39 |

  38. Benchmarking Compensation

    For 2023, the compensation peer group included the following companies:

  39. Benchmarking Compensation

    | ACI Worldwide, Inc. Broadridge Financial Solutions, Inc. Clarivate Plc Concentrix Corporation CSG Systems International, Inc. | Evolent Health, Inc. Fair Isaac Corporation HealthEquity, Inc. Maximus, Inc. Premier, Inc. | R1 RCM Inc. Veeva Systems Inc. Veradigm Inc. WEX Inc. |

  40. Benchmarking Compensation

    The Compensation Committee considered the peer group benchmark data, data from published survey sources, and other relevant information when determining the appropriate compensation for the named executive officers, but did not benchmark to a prescribed percentage.

  41. Considerations in Setting 2023 Compensation

    Considerations in Setting 2023 Compensation The 2023 compensation of our named executive officers was set taking into account the named executive officers’ contributions to company-wide operating results and their individual performance objectives. The total target compensation (consisting of base salary, target annual incentive compensation, and long-term equity incentive compensation) for our named executive officers was designed to be competitive and based on actual achievement. A significant percentage of total target compensation in 2023 was allocated to variable compensation, paid only upon achievement of MultiPlan’s performance objectives. Our compensation program provides increased pay opportunity correlated with superior performance. When evaluating base salary, the Compensation Committee reviews, among other factors, our overall financial and operating performance in the prior year as well as individual performance and the performance of the divisions, business units, or departments, as applicable, for which a named executive officer is responsible. The annual bonus plan was designed to emphasize and reward the named executive officers for corporate performance and hold them accountable for overall company results. The annual equity incentive awards were designed to incentivize the named executive officers to take prudent actions and increase our stockholder value in the long term.

  42. Elements of Compensation

    | Element | Vehicle | Performance Period | Performance Measures | Purpose | | Base Salary | Cash | Ongoing | Not Applicable | •Attract and retain individuals with superior talent and qualifications •Reflects individual performance, experience, and scope of responsibility | | Annual Incentive | Cash | Annual | Revenue & Adjusted EBITDA | •Promotes our near-term performance objectives •Rewards individual contributions to the achievement of those objectives | | Long-Term Incentive | Time Vested Stock Units | Typically four years | Equity value of the Company | •Ensures that our executives have a continuing stake in our long-term success and have incentives to increase our equity value •Rewards management for taking prudent actions and achieving results that create stockholder value |

  43. Elements of Compensation

    The 2023 executive compensation program consisted of the following key elements: base salary, annual incentive compensation, and long-term equity incentive compensation in the form of time-vesting restricted stock units. Each element, which is further discussed below, is intended to reward and motivate executives in different ways consistent with MultiPlan’s overall guiding principles for compensation as described above. In addition to these key compensation elements, the named executive officers are provided certain other compensation. See “— Other Compensation.” We believe that offering each of the key components of our executive compensation program is necessary to remain competitive in attracting and retaining talented executives. Base salaries are designed to reward executives for their individual performance, experience, and scope of responsibility and to attract and retain individuals with superior talent and qualifications. The annual

  44. Incentive Compensation

    Incentive Compensation In addition to receiving base salaries, each of the named executive officers is eligible to receive an annual incentive payment each year pursuant to our annual bonus plan. Our annual bonus plan is designed to create a link between the executive officer’s annual cash compensation and MultiPlan’s annual performance, and to reward the named executive officers when we meet our annual performance goals. As such, the annual incentive amount actually received by each named executive officer pursuant to our annual bonus plan is tied to our revenue and adjusted EBITDA performance during the year. In addition to the annual bonus plan, discretionary bonuses may be paid to our named executive officers from time to time. 2023 Annual Incentive Opportunity. For 2023, each named executive officer received an individualized target bonus percentage, represented as a percentage of salary. These target bonus percentages are initially set in the named executive officer’s employment agreement or offer letter, as applicable, and are reviewed each year. There were no increases in target bonus percentages from 2022 to 2023 other than an increase in Mr. Doctoroff's target bonus percentage from 50% to 70% in connection with his promotion to Executive Vice President and an increase in Mr. Kim's target bonus percentage from 50% to 70% in connection with a market adjustment to his compensation. The bonus that may be earned by a named executive officer ranges from 50% (at the threshold level of performance) to 150% (at the maximum level of performance) of the target bonus percentage multiplied by such named executive officer’s year-end annual base salary. For 2023, the bonus payable was based on the level of achievement of a revenue target of $950.2 million and an Adjusted EBITDA target of $622.7 million, with each performance target weighted at 50% of the overall potential bonus payout. Although these targets are below actual 2022 revenue and 2022 Adjusted EBITDA, the Compensation Committee set these targets taking into account market conditions and contractual rate changes with certain customers and believed these served as rigorous targets to achieve a bonus payout. In order to be eligible to receive any payment under either the revenue or adjusted EBITDA component of the bonus, the Company must achieve at least 90% of such performance target. For each performance target, if achieved at the target level of performance, the executive will receive a bonus amount equal to 50% multiplied by the executive’s target bonus percentage multiplied by such executive’s year-end annual base salary (each, a “target bonus”). In the event that the Company exceeds the threshold level of performance for a performance target, but not the target level of performance, the bonus amount paid will be prorated on a straight-line basis and the executive will receive an amount between 50% and 100% of the target bonus for that performance target. In the event that the Company exceeds the target level of performance for a performance target, the executive will receive instead a bonus, prorated on a straight-line basis up to 150% of the target bonus for that performance target, with that maximum payout being achieved if the target level of performance for the performance target is exceeded by 10%. The target bonus percentage for each of the named executive officers were as follows:

  45. Incentive Compensation

    | Name | Annual Incentive Target % of Base Salary | Base Salary ($) | Annual Incentive Target ($) | | Mr. White | 125% | 750,000 | 937,500 | | Mr. Head | 100% | 520,000 | 520,000 | | Mr. Doctoroff | 70% | 405,000 | 283,500 | | Mr. Kim | 70% | 432,153 | 302,507 | | Ms. Nutter | 50% | 333,000 | 166,500 |

  46. Incentive Compensation

    Actual 2023 Annual Incentive Payout. For 2023, following adjustments permitted under our annual bonus plan that were made by the Compensation Committee to take into account the acquisition of BST and certain legal reserves that were established, the Company was deemed to have achieved revenue of $952.0 million and Adjusted EBITDA of $621.5 million, resulting in revenues of 100.2% of target and Adjusted EBITDA of 99.8% of target. Correspondingly, for each of the named executive officers, the 50% weighted revenue payout for 2023 was 101.0% of target and the 50% weighted Adjusted EBITDA payout was 99.0% of target, with the total payout equal to 100.0% of target. Consequently, the Compensation Committee approved a total payout equal to 100% of the target bonus percentage for each of the bonus-eligible named executive officers. However, Mr. White elected to forego $100,000 of his approved total payout, with such $100,000 being added back to the bonus pool to be used for bonuses for other employees (excluding executive officers). Therefore, the 2023 bonus payouts were as follows:

  47. Incentive Compensation

    | Name | Revenue Payout ($) | Adjusted EBITDA Payout ($) | Total Payout ($) | | Mr. White | 422,937 | 414,563 | 837,500 | | Mr. Head | 262,600 | 257,400 | 520,000 | | Mr. Doctoroff | 143,167 | 140,333 | 283,500 | | Mr. Kim | 152,766 | 149,741 | 302,507 | | Ms. Nutter | 84,082 | 82,418 | 166,500 |

  48. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation The long-term incentive component of our executive compensation program is designed to provide compensation that motivates and rewards long-term performance, aligns the interests of our named executive officers with our stockholders, builds a culture of ownership, promotes retention, and balances long-term operating decisions with short-term goals. To accomplish these objectives, in 2023, the Compensation Committee granted equity awards in the form of restricted stock units to each named executive officer having a grant date fair value that is equal to the total value of their annual equity award. The dollar amount of these equity awards granted in 2023 was a multiple of 2022 base salary, except in the case of Mr. White who receives a fixed dollar amount (i.e., $6,000,000) as set out in the White Employment Agreement. The following table sets out these amounts.

  49. Long-Term Equity Incentive Compensation

    | Name | 2022 Base Salary ($) | Multiple | 2023 Equity Award Amount ($) | | Mr. White | 750,000 | FIXED | 6,000,000 | | Mr. Head | 500,000 | 4.0 | 2,000,000 | | Mr. Doctoroff | 368,582 | 2.0 | 737,164 | | Mr. Kim | 415,532 | 1.5 | 623,298 | | Ms. Nutter | 333,000 | 1.5 | 499,500 |

  50. Long-Term Equity Incentive Compensation

    There was no change from 2022 to 2023 in the multiples set forth above or how the dollar amount of equity awards was determined. Time-Based Restricted Stock Units. A restricted stock unit is a commitment by us to issue a share of our Class A common stock for each unit at the time the restrictions set forth in the award agreement lapse. The Compensation Committee believes that granting time-based restricted stock units aligns the interests of the named executive officers with the interests of our stockholders and encourages retention. Restricted stock units are forfeited upon termination of employment with us if the restrictions set forth in the award agreements are not satisfied (except with respect to a Qualifying Retirement under the White Employment Agreement as described below under “Potential Payments upon Termination or Change in Control”). Time-based restricted stock units granted to the named executive officers vest ratably over four years except in special circumstances as determined by the Compensation Committee (such as a person nearing retirement age or as is described above with respect to Qualifying Retirement under the White Employment Agreement as described below under “Potential Payments upon Termination or Change in Control”).

  51. Long-Term Equity Incentive Compensation

    | 2024 Proxy Statement | 43 |

  52. Long-Term Equity Incentive Compensation

    In 2023, the Compensation Committee awarded restricted stock units to our named executive officers as follows:

  53. Long-Term Equity Incentive Compensation

    | Name | Award Date Value ($) | Restricted Stock Units Awarded (#) | | Mr. White | 6,000,000 | 6,666,666 | | Mr. Head | 2,000,000 | 2,222,222 | | Mr. Doctoroff | 737,164 | 819,071 | | Mr. Kim | 623,298 | 692,553 | | Ms. Nutter | 499,500 | 555,000 |

  54. Long-Term Equity Incentive Compensation

    All the above grants were made on March 1, 2023. For all named executive officers, the number of restricted stock units awarded on March 1, 2023 was calculated by dividing the target award date value of each named executive officer’s respective award by $0.90, the closing price of our common stock on the NYSE on March 1, 2023, the date of award. Stock Options. Although we have historically awarded nonqualified stock options as a portion of our long-term equity program (50% of the overall long-term equity incentive in the case of our named executive officers), we did not do so in 2023. The Compensation Committee made this decision due to the depressed trading price of our stock at the time of grant. For additional discussion regarding the details of the grants made to the named executive officers in 2023, see “–Grants of Plan Based Awards Table."

  55. Defined Contribution Plan

    Defined Contribution Plan We maintain a defined contribution plan that is tax-qualified under Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”) and that we refer to as the “401(k) Plan.” The 401(k) Plan is offered on a nondiscriminatory basis to our full-time regular employees, including our named executive officers, and our eligible part-time and temporary employees. Subject to certain limitations imposed by the Code, the 401(k) Plan permits eligible employees to defer receipt of portions of their eligible compensation by making contributions, including after-tax Roth contributions and catch-up contributions. After an employee’s first anniversary of employment, we provide matching contributions to the 401(k) Plan in an amount equal to 50% of each participant’s contribution up to a maximum of 5% of the participant’s annual eligible salary, subject to certain other limits. Participants are 100% vested in their individual contributions and vest 20% per year of credited vesting service in the matching contributions until they are 100% vested in matching contributions at the completion of the fifth year of credited vesting service. Participants receive one year of vesting service for each plan year in which they have at least 1,000 hours of service, commencing after the first anniversary of employment. We believe that matching contributions assist us in attracting and retaining talented employees and executives. The 401(k) Plan provides an opportunity for participants to save money for retirement on a tax-deferred basis and to achieve financial security, thereby promoting retention.

  56. Severance Arrangements

    Severance Arrangements We believe that reasonable and appropriate severance benefits are necessary in order to be competitive in our executive attraction and retention efforts. As discussed below, the employment agreements and offer letters, as applicable, we entered into with our named executive officers provide for certain payments, rights, and benefits to the named executive officers upon certain qualifying terminations from MultiPlan. See “Potential Payments upon Termination or Change in Control” below for a description of these benefits.

  57. Severance Arrangements

    | 44 | |

  58. Key 2024 Compensation Decisions

    Key 2024 Compensation Decisions In 2023, we laid the groundwork to allow us to implement performance stock units as a component of our equity compensation program in 2024. To that end, on March 1, 2024 we made our annual equity awards, which for our named executive officers were comprised of 50% performance stock units, with the remaining 50% being in the form of restricted stock units. The performance stock units are subject to two financial metrics, revenue and relative total stockholder return, each weighted at 50%. Further, the performance stock units are also subject to a three year service requirement. We believe the implementation of performance stock units: (i) increases the portion of our executive compensation program that is performance-based; (ii) further aligns the interests of our senior leaders with our stockholders; and (iii) incentivizes superior performance over an extended period.

  59. Summary Compensation Table

    Summary Compensation Table The following table summarizes the total compensation earned during the last three fiscal years by the named executive officers.

  60. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(4) | Bonus ($) | Stock Awards ($)(5) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(6) | Change in Pension Value and Non- qualified Deferred Compensation Earnings ($) | All Other Compensation ($)(7) | Total ($) | | Mr. White(1) Executive Chair and former President & Chief Executive Officer | 2023 | 750,000 | — | 6,000,000 | — | 837,500 | — | 8,250 | 7,595,750 | | | 2022 | 719,436 | — | 3,000,000 | 6,757,427 | 246,094 | — | 7,625 | 10,730,582 | | | 2021 | 485,109 | — | 2,499,594 | 2,500,000 | 485,109 | — | 7,250 | 5,977,062 | | Mr. Head(2) Executive Vice President & Chief Financial Officer | 2023 | 516,923 | — | 2,000,000 | — | 520,000 | — | 8,250 | 3,045,173 | | | 2022 | 500,000 | — | — | 2,000,000 | 262,500 | — | 962 | 2,763,462 | | | 2021 | 28,905 | — | — | 2,457,698 | — | — | — | 2,486,603 | | Mr. Doctoroff Executive Vice President & General Counsel | 2023 | 398,564 | — | 737,164 | — | 283,500 | — | 8,250 | 1,427,478 | | | 2022 | 367,470 | — | 361,355 | 361,355 | 96,753 | — | 7,625 | 1,194,558 | | | 2021 | 361,355 | — | 354,262 | 354,267 | 180,677 | — | 7,250 | 1,257,811 | | Mr. Kim Senior Vice President & Chief Information Officer | 2023 | 429,596 | — | 623,298 | — | 302,507 | — | 8,250 | 1,363,651 | | | 2022 | 414,278 | — | 305,538 | 305,538 | 109,077 | — | 7,625 | 1,142,056 | | | 2021 | 407,384 | — | 299,546 | 299,546 | 203,692 | — | 7,250 | 1,217,418 | | Ms. Nutter(3) Senior Vice President & Chief People Officer | 2023 | 304,823 | 125,000 | 499,500 | — | 166,500 | — | — | 1,095,823 |

  61. Summary Compensation Table

    (1)Mr. White became our Executive Chairman on March 1, 2024. From February 1, 2022 to February 29, 2024, Mr. White was our President and Chief Executive Officer. From August 1, 2021 to January 31, 2022, Mr. White was our President and Chief Operating Officer. (2)Mr. Head commenced employment with us on November 29, 2021. (3)Ms. Nutter commenced employment with us on January 18, 2023. (4)The amounts in the “Salary” column represent the base salary earned by each named executive officer for the applicable fiscal year. (5)The amounts in the “Stock Awards” column reflect the aggregate grant date fair value of restricted stock units and shares of restricted stock granted during the applicable fiscal year in accordance with FASB ASC Topic 718. For a discussion of the assumptions made in the valuation of Stock Awards granted in 2023, please see Note 2 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. (6)The amounts shown in the “Non-Equity Incentive Plan Compensation” column represent an amount equal to the annual performance-based cash bonuses that were earned under our 2023 annual bonus plan, and paid in March 2024. See “Compensation Discussion and Analysis-Elements of Compensation -Annual Incentive Compensation” for a description of the bonuses for 2023. (7)The amounts in the “All Other Compensation” column represent MultiPlan contributions to our 401(k) Plan for each of the named executive officers. Ms. Nutter was not eligible for MultiPlan contributions to our 401(k) Plan in 2023 and, therefore, did not receive any such contributions in 2023.

  62. Summary Compensation Table

    | 46 | |

  63. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table provides information with respect to grants of plan-based awards to our named executive officers during 2023.

  64. Grants of Plan-Based Awards Table

    | | | Estimated Future Payout Under Non-Equity Incentive Plan Awards | | | Estimated Future Payout Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair value of Stock and Option Awards ($)(4) | | Name | Grant Date | Threshold ($)(1) | Target ($)(1) | Maximum ($)(1) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Mr. White | 2/27/23 | 468,750 | 937,500 | 1,406,250 | — | — | — | — | — | — | — | | | 3/1/23 | — | — | — | — | — | — | 6,666,666 | — | — | 6,000,000 | | Mr. Head | 2/27/23 | 260,000 | 520,000 | 780,000 | — | — | — | — | — | — | — | | | 3/1/23 | — | — | — | — | — | — | 2,222,222 | — | — | 2,000,000 | | Mr. Doctoroff | 2/27/23 | 141,750 | 283,500 | 425,250 | — | — | — | — | — | — | — | | | 3/1/23 | — | — | — | — | — | — | 819,071 | — | — | 737,164 | | Mr. Kim | 2/27/23 | 151,254 | 302,507 | 453,761 | — | — | — | — | — | — | — | | | 3/1/23 | — | — | — | — | — | — | 692,553 | — | — | 623,298 | | Ms. Nutter | 2/27/23 | 83,250 | 166,500 | 249,750 | — | — | — | — | — | — | — | | | 3/1/23 | — | — | — | — | — | — | 555,000 | — | — | 499,500 |

  65. Grants of Plan-Based Awards Table

    (1) Relates to our cash incentive award opportunity under the Company’s 2023 annual bonus plan, the terms of which are summarized under “Compensation Discussion and Analysis – Annual Incentive Compensation.” For 2023, the Compensation Committee approved a threshold eligibility requirement of $855.2 million in revenue and $560.4 million in Adjusted EBITDA and a revenue performance target of $950.2 million and Adjusted EBITDA performance target of $622.7 million. For purposes of this table, the columns assume that the threshold eligibility requirement is met and payouts are as follows: (A) Threshold: revenue performance target and Adjusted EBITDA performance target, each 50%; (B) Target: revenue performance target and Adjusted EBITDA performance target, each 100%; and (C) Maximum: revenue performance target and Adjusted EBITDA performance target, each 150%. For the actual amounts paid to the named executive officers pursuant to the Company’s 2023 annual bonus plan, see the column titled “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table. (2)Relates to restricted stock unit awards granted under our 2020 Omnibus Incentive Plan on March 1, 2023, which vest 25% per year on March 1 of each 2024, 2025, 2026, and 2027. (3)Represents aggregate grant date fair value of the awards computed in accordance with FASB ASC Topic 718. For additional information, including a discussion of the assumptions used to calculate these values, see Note 2 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

  66. Grants of Plan-Based Awards Table

    | 2024 Proxy Statement | 47 |

  67. 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

  68. Outstanding Equity Awards at Fiscal Year End Table

    Outstanding Equity Awards at Fiscal Year End Table The following table includes information with respect to equity awards held by our named executive officers as of December 31, 2023. None of the named executive officers had any equity awards granted prior to 2021 outstanding on December 31, 2023.

  69. Outstanding Equity Awards at Fiscal Year End Table

    | | Option Awards | | | | | Stock Awards | | | | | Name | 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 ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(5) | Market Value of Shares or Units of Stock That Have Not Vested ($)(6) | 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 ($) | | Mr. White | 336,020 | 336,023(1) | — | 9.29 | 6/23/31 | 7,398,761 | 10,654,216 | — | — | | | 156,250 | 468,750(2) | — | 7.50 | 2/18/32 | — | — | — | — | | | 201,612 | 604,839(2) | — | 10.00 | 2/18/32 | — | — | — | — | | | 245,098 | 735,294(2) | — | 12.50 | 2/18/32 | — | — | — | — | | | 375,000 | 1,125,000(3) | — | 3.75 | 3/1/32 | — | — | — | — | | Mr. Head | 226,756 | 226,758(4) | — | 7.50 | 11/29/31 | 2,222,222 | 3,200,000 | — | — | | | 284,900 | 284,900(4) | — | 10.00 | 11/29/31 | — | — | — | — | | | 347,222 | 347,222(4) | — | 12.50 | 11/29/31 | — | — | — | — | | | 250,000 | 750,000(3) | — | 3.75 | 3/1/32 | | | | | | Mr. Doctoroff | 47,616 | 47,617(1) | — | 9.29 | 6/23/31 | 910,095 | 1,310,537 | — | — | | | 45,169 | 135,508(3) | — | 3.75 | 3/1/32 | — | — | — | — | | Mr. Kim | 40,260 | 40,263(1) | — | 9.29 | 6/23/31 | 769,517 | 1,108,104 | — | — | | | 38,192 | 114,577(3) | — | 3.75 | 3/1/32 | — | — | — | — | | Ms. Nutter | — | — | — | — | — | 555,000 | 799,200 | | |

  70. Outstanding Equity Awards at Fiscal Year End Table

    (1)Relates to option awards granted under our 2020 Omnibus Incentive Plan on June 23, 2021 with respect to Messrs. White, Doctoroff, and Kim, each of which vest 25% per year on March 29, 2022, 2023, 2024, and 2025.

  71. Outstanding Equity Awards at Fiscal Year End Table

    | 2024 Proxy Statement | 49 |

  72. Outstanding Equity Awards at Fiscal Year End Table

    (2)Relates to option awards granted under our 2020 Omnibus Incentive Plan on February 18, 2022 to Mr. White in connection with his promotion to President and Chief Executive Officer, which vest 25% per year on February 18, 2023, 2024, 2025, and 2026. (3)Relates to option awards granted under our 2020 Omnibus Incentive Plan on March 1, 2022 with respect to Messrs. White, Head, Doctoroff, and Kim, each of which vest 25% per year on March 1, 2023, 2024, 2025, and 2026. (4)Relates to option awards granted under our 2020 Omnibus Incentive Plan on November 29, 2021 to Mr. Head in connection with the commencement of his employment with the Company, which vest 25% per year on November 29, 2022, 2023, 2024, and 2025. (5)Relates to restricted stock unit awards granted under our 2020 Omnibus Incentive Plan on: (i) June 23, 2021, which vest 25% per year on March 29, 2022, 2023, 2024, and 2025, with respect to Messrs. White, Doctoroff, and Kim; (ii) on March 1, 2022, which vest 25% per year on March 1, 2023, 2024, 2025, and 2026, with respect to Messrs. White, Doctoroff, and Kim; and (iii) on March 1, 2023, which vest 25% per year on March 1, 2024, 2025, 2026, and 2027. (6)Based on the closing price per share of our Class A common stock on December 31, 2023 of $1.44.

  73. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table includes information regarding the amounts realized (before any tax withholding) by each of our named executive officers upon vesting of restricted stock units during 2023. None of our named executive officers exercised stock options in 2023.

  74. Option Exercises and Stock Vested Table

    | | Stock Awards | | | Name(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Mr. White | 266,312 | 251,713 | | Mr. Doctoroff | 33,498 | 31,853 | | Mr. Kim | 28,324 | 26,933 |

  75. Option Exercises and Stock Vested Table

    (1)Mr. Head and Ms. Nutter did not have any stock vest in 2023 and, therefore, they are omitted from this table. (2)Value realized upon vesting is based upon closing price of our Class A common stock on the vesting date.

  76. Pension Benefits and Nonqualified Deferred Compensation

    Pension Benefits and Nonqualified Deferred Compensation Our named executive officers do not participate in any pension or nonqualified deferred compensation plans and received no pension benefits or nonqualified deferred compensation during the year ended December 31, 2023.

  77. CEO Pay Ratio

    CEO Pay Ratio Under rules adopted pursuant to the Dodd–Frank Wall Street Reform and Consumer Protection Act of 2010, we are required to calculate and disclose the total compensation paid to our median paid employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to our CEO. The following describes our methodology for identifying and calculating the total compensation paid to our median employee and the resulting CEO pay ratio. The applicable rules require us to identify the median employee by use of a “consistently applied compensation measure,” or CACM, which we did for fiscal year 2021. In doing so, we chose a CACM based on total cash compensation paid during the year. As permitted under the SEC rules, we are using the same median employee as was identified for purposes of our fiscal 2021 CEO pay ratio, as we believe the changes in our employee population and compensation arrangements have not significantly impacted our pay ratio disclosure. After applying the methodology described above, we concluded that our median employee works as an Analyst in our Claims Review Department with an annual total compensation of $57,639 in fiscal year 2023. Our CEO’s annual total compensation was $7,595,750 for fiscal year 2023, as reported in the Summary Compensation Table in this proxy statement. Based on the described methodology, our CEO to median employee pay ratio is 132:1. This information is being provided for compliance purposes only. Neither the Compensation Committee nor management of the Company used the pay ratio measure in making compensation decisions. Also, as a result of our methodology used to determine the pay ratio, our pay ratio may not be comparable to the pay ratios of other companies because other companies may rely on different methodologies, estimates or assumptions, or may make adjustments that we do not make.

  78. CEO Pay Ratio

    | 50 | |

  79. Pay versus Performance

    Pay versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between “Compensation Actually Paid” (“CAP”) for Messrs. White and Tabak, our principal executive officers (“PEOs”), and “Average Compensation Actually Paid” by the Company for our non-PEO named executive officers (“Non-PEO NEOs”), as each such term is defined in Item 402(v), and the financial performance and total stockholder return (“TSR”) of the Company for each of the 2020, 2021, 2022 and 2023 fiscal years, calculated in a manner consistent with Item 402(v). In determining CAP, we are required to make various adjustments to amounts that have been reported in the Summary Compensation Table (“SCT”) for the applicable fiscal years, as Item 402(v)’s valuation methods for this table differ from those required in the SCT. For a more accurate description of our executive compensation program and the factors used by the Compensation Committee to determine pay for our named executive officers, see the “Compensation Discussion and Analysis” section of this proxy statement.

  80. Pay versus Performance

    | | | | | | Average SCT Total for Non-PEO NEOs ($)(4)(5) | Average CAP to Non-PEO NEOs ($)(4)(5) | Value of Fixed $100 Investment Based on: | | | Company Selected Measure: Adjusted EBITDA ($ in thousands)(8) | | Year | SCT Total for PEO ($) | CAP to PEO ($)(3) | SCT Total for PEO ($) | CAP to PEO ($)(3) | | | TSR ($)(6) | Peer Group TSR ($)(6) | Net Income ($ in thousands)(7) | | | 2023(1) | 7,595,750 | 11,626,661 | — | — | 1,733,031 | 2,356,239 | 14.88 | 85.22 | (91,697) | 618,045 | | 2022(1) | 10,730,582 | 2,058,584 | — | — | 1,700,025 | 138,203 | 11.88 | 117.13 | (572,912) | 768,878 | | 2022(2) | — | — | 2,631,049 | 2,368,975 | 1,700,025 | 138,203 | 11.88 | 117.13 | (572,912) | 768,878 | | 2021(2) | — | — | 9,016,080 | 6,549,945 | 3,308,731 | 2,410,564 | 45.76 | 137.40 | 102,080 | 838,325 | | 2020(2) | — | — | 5,974,236 | 5,974,236 | 2,812,800 | 2,812,800 | 82.54 | 116.75 | (520,564) | 706,313 |

  81. Pay versus Performance

    (1) The PEO for this row is Mr. White, who was appointed Chief Executive Officer on February 1, 2022 and continued to serve as our Chief Executive Officer until March 1, 2024. (2) The PEO for this row is Mr. Tabak, who served as our Chief Executive Officer until January 31, 2022, at which point he retired. (3) In accordance with the requirements of Item 402(v)(2)(iii), to determine CAP, we began with the totals disclosed in the SCT above and then made the following adjustments. For 2023, we deducted $6,000,000, which is the sum of the amounts reported in the SCT in the columns “Stock Awards” and “Option Awards”, we added $9,599,999, which was the fair value at December 31, 2023 of restricted stock units granted in 2023 (all of which remain unvested), we then added $430,912, which was the change in fair value of stock options and restricted stock units granted prior to 2023 from December 31, 2022 to December 31, 2023, in the case of such awards that remained outstanding and unvested as of December 31, 2023, or to the date of vesting, in the case of such awards that vested during 2023. For 2022: (a) with respect to Mr. White, we deducted $9,757,427, which is the sum of the amounts reported in the SCT in the columns “Stock Awards” and “Option Awards”, we added $2,231,839, which was the fair value at December 31, 2022 of stock options and restricted stock units granted in 2022 (all of which remain unvested), we then deducted $1,146,410, which was the change in fair value of stock options and restricted stock units granted prior to 2022 from December 31, 2021 to December 31, 2022, in the case of such awards that remained outstanding and unvested as of December 31, 2022, or to the date of vesting, in the case of such awards that vested during 2022; (b) with respect to Mr. Tabak, we deducted $0, which is the sum of the amounts reported in the SCT in the columns “Stock Awards” and “Option Awards”, we then added $262,074, which was the change in fair value of restricted stock units granted prior to 2022 from December 31, 2021 to the date of vesting for awards that vested during 2022. For 2021, we deducted $6,999,997, which is the sum of the amounts reported in the SCT in the columns “Stock Awards” and “Option Awards”, we added $3,579,344, which was the fair value at December 31, 2021 of restricted stock units and shares of restricted stock granted in 2021 that remained unvested as of December 31, 2021, we then added $954,518, which was the change in fair value of restricted stock units granted in 2021 that vested in 2021 from the date of grant to the date of vest. For 2020, no adjustments were made the totals disclosed in the SCT to reach CAP as no equity awards were granted or outstanding in 2020. (4) The Non-PEO NEOs included for 2024 are Messrs. Head, Doctoroff and Kim and Ms. Nutter; for 2023 are Messrs. Head, Doctoroff and Kim and Ms. Nutter; for 2022 are Messrs. Head, Doctoroff and Kim; for 2021 are Messrs. Head, White, Doctoroff, Kim, David L. Redmond and Paul Galant; and for 2020 are Messrs. Redmond, White, Kim and Doctoroff. (5) To determine Average CAP, we began with the average of the totals disclosed in the SCT above for our non-PEO NEOs and then made the following adjustments. For 2023, we deducted $964,991, which is the sum of the average of the amounts reported in the SCT in the columns “Stock Awards” and “Option Awards”, we added $1,543,985, which was the average fair value at December 31, 2023 of restricted stock units granted in 2023 (all of which remain unvested), we then added $55,918 which was the average change in fair value of stock options and restricted stock units granted prior to 2023 from December 31, 2022 to December 31, 2023, in the case of such awards that remained outstanding and unvested as of December 31, 2023, or the date of vesting, in the case of such awards that vested during 2023. For 2022, we deducted $1,111,262, which is the sum of the average of the amounts reported in the SCT in the columns “Stock Awards” and “Option Awards”, we added $265,784, which was the average fair value at December 31, 2022 of stock options and restricted stock units granted in 2022 (all of which remain unvested), we then deducted $716,344 which was the average change in fair value of stock options and restricted stock units granted prior to 2022 from December 31, 2021 to December 31, 2022, in the case of such awards that remained outstanding and

  82. Pay versus Performance

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  83. Pay versus Performance

    unvested as of December 31, 2022, or the date of vesting, in the case of such awards that vested during 2022. For 2021, we deducted $2,165,817, which is the sum of the average of the amounts reported in the SCT in the columns “Stock Awards” and “Option Awards”, we added $819,524, which was the average fair value at December 31, 2021 of stock options and restricted stock units granted in 2021 that remained unvested as of December 31, 2021, we then added $448,126, which was the average change in fair value of restricted stock units granted in 2021 that vested in 2021 from the date of grant to the date of vest. For 2020, no adjustments were made to the average of the totals disclosed in the SCT to reach Average CAP as no equity awards were granted or outstanding in 2020. (6) The peer group used for this Pay versus Performance analysis is the S&P Composite 1500 Health Care Technology Index (the “HCT Index”). The table assumes that the value of the investment in our Class A common stock and the HCT Index was $100 at October 9, 2020, which was the first day our Class A common stock was traded on the New York Stock Exchange, and that all dividends paid by those companies included in the HCT Index were reinvested. The table is based on historical data and is not necessarily indicative of future performance. (7) As reported in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023, these amounts reflect “net income” of the Company. (8) For purposes of Item 402(v)(2)(iii), we have identified adjusted EBITDA as our Company-Selected Measure. Although adjusted EBITDA is an important financial performance measure that the Compensation Committee considers when making executive compensation decisions with the intent of aligning compensation with Company performance and has been selected as a co-equal performance metric under our 2023 bonus plan, the Compensation Committee does not evaluate CAP as calculated pursuant to Item 402(v)(2) as part of its executive compensation determinations or use any financial performance measure specifically to link CAP to Company performance.

  84. Narrative Disclosure to Pay versus Performance Table

    Narrative Disclosure to Pay versus Performance Table The most important financial metrics used in determining compensation of our named executive officers are revenue and adjusted EBITDA, as each of these metrics are 50% weighted in determining payouts under our cash bonus plans in 2021 through 2023. Between these two metrics, the Compensation Committee believes that adjusted EBITDA is more important in determining compensation of our named executive officers. We believe the above table reinforces our pay for performance philosophy. We first note that CAP is significantly less than the amounts reported in the SCT for each of 2022 and 2021. This is due to the decrease in the price of our common stock over the applicable time periods, as the year-end value of restricted stock units and stock options or, in the case of awards that have vested, the value at the date of vesting, was lower in those two years than the value at grant date or end of the preceding year. In 2023, however, CAP is more than the amounts reported in the Summary Compensation Table. This is due to a TSR of over 25% during 2023 and a TSR of 60% from March 1, 2023 (the date of grant for our 2023 equity awards) through December 31, 2023. As a result, equity awards granted prior to 2023 generally increased in value over the year and the equity awards granted on March 1, 2023 significantly increased in value between March 1, 2023 and December 31, 2023. In this way, our CAP is closely linked to our TSR, which as shown in the above table, has been negative in 2021 and 2022 and in those years lagged well behind the peer group used for purposes of this Pay versus Performance analysis. Conversely, our TSR was positive in 2023 and in line with the peer group used for purposes of this Pay versus Performance analysis. As such, we believe that when comparing TSR and CAP, our pay for performance philosophy is supported. Net income, on the other hand, is much less linked to the CAP set forth in the above table given it does not have any impact on the adjustments made to reach CAP and does not play any role in how we determine NEO compensation. Although net income significantly increased from 2020 to 2021, it declined significantly from 2021 to 2022, in large part due to a $662.2 million impairment of goodwill and indefinite-lived intangible assets taken in 2022, primarily due to macroeconomic factors resulting in higher interest and discount rates in 2022. From 2022 to 2023, net income increased significantly given there was no similar impairment, although our 2023 net income fell short of 2021 net income. We believe that adjusted EBITDA is a more useful metric than net income in determining the performance of our business and, for this reason, we use it in determining compensation of our named executive officers and thus it has a direct impact on the figures in the above table. Our adjusted EBITDA increased from 2020 to 2021 and the Compensation Actually Paid for our PEO also increased over that time while the Average Compensation Actually Paid to our Non-PEO NEOs remained generally flat. Our adjusted EBITDA fell short of our expectations in 2022 and CAP also decreased from 2021 to 2022, due to lower annual cash bonuses but, as discussed above, due in larger part to the negative TSR in 2022 and its corresponding impact on the value of outstanding equity awards. In 2023, although our adjusted EBITDA decreased as a result of market conditions and contractual rate changes with certain customers, it was generally in-line with our expectations. As such, annual cash bonuses payable to our named executive officers were generally paid out at target. Although this increase in annual cash bonus payouts contributed to CAP increasing year-over-year, our positive TSR in 2023 discussed above played a much larger role in this increase. Although adjusted EBITDA does influence CAP, and does therefore support our pay for performance philosophy, adjusted EBITDA is not as influential on CAP as TSR for the periods presented.

  85. Narrative Disclosure to Pay versus Performance Table

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  86. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  87. Accelerated Vesting of Equity Awards Upon Termination or Change of Control

    Accelerated Vesting of Equity Awards Upon Termination or Change of Control No equity awards outstanding as of December 31, 2023 are entitled to receive accelerated vesting upon termination of employment or a change in control; however, pursuant to the White Employment Agreement, in the event of a “Qualifying Retirement” (as defined in the White Employment Agreement), Mr. White is entitled to accelerated vesting of any portion of Mr. White’s then outstanding annual equity grants that were granted in 2022, 2023 or later that would have vested on or prior to the first anniversary of the date of retirement. Such accelerated vesting does not apply to the premium priced options granted to Mr. White as inducement for his promotion to President and Chief Executive Officer or any annual grants prior to 2022.

  88. Accelerated Vesting of Equity Awards Upon Termination or Change of Control

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