DEF 14A of Claritev Corp, Mar 19, 2025

DEF 14A of Claritev Corp

Filed Mar 19, 2025 · FY20240001793229-25-000070

Open on EDGAR

  1. Class II Director Nominees

    Class II Director Nominees Our Board has nominated three Class II directors for election at the Annual Meeting to hold office until our annual meeting of stockholders in 2028 and until his or her successor has been duly elected and qualified or until his or her earlier resignation, retirement, death, disqualification or removal. The nominees are Messrs. Clarke and Kap and Ms. Klapstein. Mr. Clarke and Ms. Klapstein 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. Following the Annual Meeting, the Board size will remain at twelve directors, which includes two vacancies created by the resignations of Michael K. Attal and Glenn R. August in 2024. Pursuant to the Investor Rights Agreement, H&F has the right to nominate the replacement for the seat vacated by Mr. Attal and Sponsor has the right to nominate the replacement for the seat vacated by Mr. August. Stockholders cannot vote or submit proxies for a greater number of persons than the three Class II director nominees named in this Proposal 1.

  2. Class II Director Nominees

    | Richard A. Clarke INDEPENDENT Chief Executive Officer, Good Harbor Security Risk Management | Age: 74 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. (“Former MultiPlan”), the former parent company of Claritev before Claritev 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 and taught at Harvard’s Kennedy School of Government. 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. | |

  3. Class II Director Nominees

    | 16 | Claritev |

  4. Class II Director Nominees

    | Jason Kap INDEPENDENT Founder and Chief Executive Officer, Blue Rocket Incorporated | Age: 55 Committees: None | | BIOGRAPHY Jason Kap is the founder and Chief Executive Officer of Blue Rocket Incorporated, a pricing and product transformation company. Prior to this role, Mr. Kap served as the Chief Executive Officer of Zipwire, Inc., a private company, from 2013 to 2017. Previously, Mr. Kap held several roles of increasing responsibility at Microsoft Corporation, a public company, most recently serving as General Manager and Senior Director, Worldwide Licensing and Pricing from 2004 to 2012. Mr. Kap also served as a visiting scholar at the Massachusetts Institute of Technology from 2013 to 2020. Mr. Kap has served on the board of directors of HitchPin, Inc., a private company, since 2019 and previously served on the boards of several private companies. SKILLS AND QUALIFICATIONS Mr. Kap is qualified to serve as a director due to his extensive knowledge of and experience in the technology industry, especially with respect to pricing, transformation, and innovation strategy. | |

  5. Class II Director Nominees

    | Julie D. Klapstein INDEPENDENT Former Chief Executive Officer, Availity, LLC | Age: 70 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 Chief Executive Officer and as a board member of Availity from 2001 to 2012. She also served as the interim Chief Executive Officer of Revecore, a private company, from February 2017 to June 2017. Ms. Klapstein has more than 35 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 has served as a director of Amedisys, a public company, since 2016 and has served as its lead director since 2022. She also serves on the boards of several private companies including Omada Health, Aptarro, Unislink, and HCIM and is on the advisory boards of several private equity firms. In December 2023, Ms. Klapstein became a Partner Advisor to a16z. 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, Oak Street Health from 2020 until May 2023, when it was acquired by CVS and ceased being publicly-traded, and previously served on the boards of Annies, Inc. and Standard Register Co. She has also previously served on multiple private boards including eSolutions, a revenue cycle management company. 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. | |

  6. Class II Director Nominees

    | 2025 Proxy Statement | 17 |

  7. Continuing Directors

    Continuing Directors

  8. Class I Directors

    Class I Directors

  9. Class I Directors

    | Travis S. Dalton President, Chief Executive Officer and Chair, Claritev Corporation | Age: 54 Committees: None | | BIOGRAPHY Travis S. Dalton has served as President and Chief Executive Officer of Claritev since March 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. Mr. Dalton served as a member of our Board from March 2024 through December 2024, when he was appointed Chair. Prior to Claritev, Mr. Dalton served as General Manager and Executive Vice President of Oracle Health, which is part of Oracle Corporation (a public company) from June 2022 through December 2023. Prior to this role, 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 and Services Officer of Cerner from January 2021 until June 2022 and General Manager of Cerner Government Services from May 2015 until January 2021. 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. | |

  10. Class I Directors

    | C. Martin Harris INDEPENDENT Vice President of the Health Enterprise and Chief Business Officer, Dell Medical School at The University of Texas at Austin | Age: 68 Committees: Risk | | BIOGRAPHY C. Martin Harris, MD, MBA has served as a member of our Board since January 2021. Dr. Harris has served as 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. | |

  11. Class I Directors

    | 18 | Claritev |

  12. Class I Directors

    | John M. Prince INDEPENDENT Former President and Chief Operating Officer, Optum | Age: 57 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. | |

  13. Class III Directors

    Class III Directors

  14. Class III Directors

    | Anthony Colaluca, Jr. INDEPENDENT President, Colaluca Business Advisors LLC | Age: 58 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. 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. | |

  15. Class III Directors

    | 2025 Proxy Statement | 19 |

  16. Class III Directors

    | Michael S. Klein INDEPENDENT Founder and Senior Member, M. Klein & Company, LLC | Age: 61 Committees: None | | BIOGRAPHY Michael S. Klein has served as a member of our Board since February 2020, and previously served as Churchill Capital Corp'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 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 Oklo, Inc. (a public company) ("Oklo"), Magic Leap (a private company), TGB Europe NV (a private company), Evolution Media Capital (a private company), M. Klein Associates (a private company), and Garden State affiliates (private companies). He also holds positions as a board member and/or advisor for multiple charitable organizations. Mr. Klein served as chairman of the Board of Directors of AltC Acquisition Corp from July 2021 until the closing of its business combination with Oklo in May 2024, and 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, and Mr. Klein currently sits on its Board of Directors. Mr. Klein was Chairman of Churchill Capital Corp V until October 2023, Churchill Capital Corp VI until December 2023, and Churchill Capital Corp. VII until April 2024. Mr. Klein currently serves as the CEO and Chairman of the Board of Churchill Capital Corp IX. 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. | |

  17. Class III Directors

    | Allen R. Thorpe LEAD INDEPENDENT DIRECTOR Partner, Hellman & Friedman LLC | Age: 54 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 Former MultiPlan 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), as 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), and Artisan Partners Asset Management Inc. (a public company), as 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. | |

  18. Class III Directors

    | 20 | Claritev |

  19. Class III Directors

    | Dale A. White Former Chief Executive Officer, Claritev Corporation | Age: 69 Committees: None | | BIOGRAPHY Dale A. White has served as a member of our Board since February 2022 and as a Strategic Advisor to the Company since January 2025. Prior to transitioning to the Strategic Advisor role, he served as Executive Chair from March 2024 through December 2024. Prior to that, he served as our President and Chief Executive Officer from February 2022 to March 2024. Earlier, Mr. White served as our President and Chief Operating Officer from August 2021 through February 2022, as our President of Payor Markets from October 2020 through August 2021, and in other senior roles at Claritev and its predecessors since 2004. Before joining Claritev 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 boards of ConvenientMD, a company specializing in primary care and urgent care medical services and PicassoMD, a business dedicated to improving provider workflows and patient outcomes while reducing unnecessary care. 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 prior experience in various senior executive roles at Claritev including as our former Executive Chairman and Chief Executive Officer. | |

  20. 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.

  21. Director and Director Nominee Skills and Experience Matrix

    | Directors and Director Nominee(1) | 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 | | Travis S. Dalton | | | | | | | | | | | | | Richard A. Clarke | | | | | | | | | | | | | Anthony Colaluca, Jr. | | | | | | | | | | | | | C. Martin Harris, M.D. | | | | | | | | | | | | | Jason Kap | | | | | | | | | | | | | Julie D. Klapstein | | | | | | | | | | | | | Michael S. Klein | | | | | | | | | | | | | John M. Prince | | | | | | | | | | | | | Allen R. Thorpe | | | | | | | | | | | | | Dale A. White | | | | | | | | | | | |

  22. Director and Director Nominee Skills and Experience Matrix

    (1) Matrix does not include Mr. Philbrick as he is not standing for re-election as a member of the Board.

  23. Compensation of Directors

    Compensation of Directors In 2024, each member of our Board that is not an employee of the Company or any subsidiary of the Company, other than former Board member 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 was entitled to receive an annual cash retainer of $500,000 payable quarterly in four equal installments of $37,500 each (in arrears). Mr. Tabak was not entitled to any equity compensation for his service as a director.

  24. Compensation of Directors

    | 2025 Proxy Statement | 27 |

  25. Compensation of Directors

    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. Former Board member Mr. Attal and outgoing Board member Mr. Philbrick elected to forgo their right to such compensation in 2024 and 2025. Until otherwise notified to the General Counsel of the Company, Mr. Thorpe has elected to forego his right to all such compensation.

  28. Director Compensation Table

    Director Compensation Table The following table summarizes the compensation paid to each Non-Employee Director with respect to service in 2024.

  29. Director Compensation Table

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2)(3) | All Other Compensation ($) | Total ($) | | Mr. August(4) | 73,614 | 37,260 | — | 110,874 | | Mr. Clarke | 120,000 | 100,000 | — | 220,000 | | 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 | 112,500 | 100,000 | — | 212,500 | | Mr. Tabak | 157,967 | — | — | 157,967 |

  30. 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 2 of 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, 2024 was as follows (any Non-Employee Director omitted from the below table does not hold any restricted stock units):

  31. Director Compensation Table

    | Name | Aggregate Unvested Units Outstanding | | Mr. Clarke | 4,310 | | Mr. Colaluca | 4,310 | | Dr. Harris | 4,310 | | Ms. Klapstein | 4,310 | | Mr. Klein | 4,310 | | Mr. Prince | 4,310 |

  32. Director Compensation Table

    (4)Pursuant to the policies of Oak Hill Advisors, L.P., all cash and equity compensation received by former Board member Mr. August as a Non-Employee Director was for the benefit of certain client accounts advised by Oak Hill Advisors, L.P. and/or one of its subsidiary investment advisers. On September 6, 2024, a pro-rated portion of Mr. August's annual RSU grant vested based on the number of days of service he provided in 2024.

  33. Director Compensation Table

    | 28 | Claritev |

  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 2024. 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 2024

    Determination of Compensation for 2024 In 2024, 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 2024, 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

    | 38 | Claritev |

  38. Benchmarking Compensation

    For 2024, 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 2024 Compensation

    Considerations in Setting 2024 Compensation The 2024 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 2024 was allocated to variable compensation, paid only upon achievement of Claritev’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 | Equity •Time Vested Stock Units •Performance Stock Units (“PSUs”) •Stock Options | Two to Four Years | Equity value of the Company Revenue & Relative Total Stockholder Return (in the case of PSUs) | •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 •With respect to performance stock units, incentivizes superior performance over an extended period |

  43. Elements of Compensation

    The 2024 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, performance stock units, and stock options. Each element, which is further discussed below, is intended to reward and motivate executives in different ways consistent with Claritev’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.”

  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 Claritev’s annual performance, and to reward the named executive officers when we meet our annual performance goals. As such, for 2024, 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. 2024 Annual Incentive Opportunity. For 2024, each named executive officer received an individualized target bonus percentage, represented as a percentage of earned base salary for the year. 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 2023 to 2024 for named executive officers whose employment continued from 2023 to 2024. 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 earned base salary for the year. For 2024, the bonus payable was based on the level of achievement of a revenue target of $1,021.1 million and an Adjusted EBITDA target of $646.7 million, with each performance target weighted at 50% of the overall potential 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 92% of such revenue performance target and 90% of such adjusted EBITDA 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 earned base salary for the year (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 8% with respect to revenue and 10% with respect to adjusted EBITDA. The target bonus percentage, earned 2024 base salary, and annual incentive target for each of the named executive officers were as follows:

  45. Incentive Compensation

    | Name(1) | Annual Incentive Target Percentage of Base Salary (%) | Earned 2024 Base Salary ($) | Annual Incentive Target ($) | | Mr. Dalton | 125% | 653,654 | 817,067 | | Mr. Garis | 100% | 195,481 | 195,481 | | Mr. Hogge | 100% | 384,615 | 384,615 | | Mr. Kim | 70% | 442,624 | 309,836 |

  46. Incentive Compensation

    Actual 2024 Annual Incentive Payout. For 2024, following adjustments permitted under our annual bonus plan that were made by the Compensation Committee to take into account the impact from a cyberattack at a major claims clearinghouse, which disrupted claims flows across the healthcare industry and ultimately downstream to our platform, as well as certain other extraordinary items, such as certain legal expenses and changes in our leadership team, the Company was deemed to have achieved revenue of $943.2 million and Adjusted EBITDA of $597.8 million, resulting in revenues of 92.4% of target and Adjusted EBITDA of 92.4% of target. Correspondingly, for each of the named executive officers, the 50% weighted revenue payout for 2024 was 52.5% of target and the 50% weighted Adjusted EBITDA payout was 62.2% of target, with the total payout based on adjusted financial results equal to 57.4% of target. The Compensation Committee then used its positive discretion to increase bonus payouts to 70.0% of base salary earned in 2024 in recognition of the transformative milestones achieved by the Company in 2024, including the refinancing of the Company's entire debt structure, the extension of one of the Company's largest clients, the establishment of key partnerships and the progress made with respect to new business, new products and expanded markets. Therefore, the 2024 bonus payouts for named executive officers whose employment is continuing were as follows:

  47. Incentive Compensation

    | Name(1) | Revenue Payout ($) | Adjusted EBITDA Payout ($) | Compensation Committee Positive Discretion ($) | Total Payout ($) | | Mr. Dalton | 214,480 | 254,108 | 103,359 | 571,947 | | Mr. Garis | 51,314 | 60,795 | 24,728 | 136,837 | | Mr. Hogge | 100,961 | 119,615 | 48,654 | 269,231 | | Mr. Kim | 81,332 | 96,359 | 39,194 | 216,885 |

  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 2024, the Compensation Committee granted equity awards in the form of restricted stock units and performance stock units to Messrs. Head, Hogge, and Kim. For Messrs. Head, Hogge, and Kim, the dollar amount of these equity awards granted in 2024 was a multiple of their 2023 year-end base salaries. The following table sets out these amounts.

  49. Long-Term Equity Incentive Compensation

    | Name | 2023 Base Salary ($) | Multiple | 2024 Equity Award Amount ($) | | Mr. Head | 520,000 | 4.0 | 2,080,000 | | Mr. Hogge | 500,000 | 3.5 | 1,750,000 | | Mr. Kim | 432,153 | 1.5 | 648,230 |

  50. Long-Term Equity Incentive Compensation

    Each of Messrs. Dalton and Garis and Ms. Misencik commenced employment with us in 2024 and did not receive grants as part of our annual program in 2024. However, upon commencing employment: (i) Mr. Dalton received an inducement grant on March 1 with a grant date fair value of $10,000,000, split evenly between stock options and restricted stock units; (ii) Mr. Garis received an inducement grant on August 5, 2024, with a grant date fair value of $2,000,000, split evenly between restricted stock units and stock options; and (iii) Ms. Misencik received an inducement grant on October 14, 2024 having a grant date fair value of $1,000,000, consisting of only restricted stock units. We anticipate that, going forward, Mr. Dalton will be eligible to receive annual long-term incentive compensation consistent with his employment agreement, as amended, and that Mr. Garis and Ms. Misencik will be eligible to receive grants in the future based on a multiple of their year-end base salaries, currently anticipated to be four times year-end base salary and two times year-end base salary, respectively. For additional detail, please see the section below entitled “Employment Agreements With Named Executive Officers”.

  51. Long-Term Equity Incentive Compensation

    | 42 | Claritev |

  52. Long-Term Equity Incentive Compensation

    Mr. White, as part of his transition from Chief Executive Officer to Executive Chair, received a grant of restricted stock units with a grant date fair value of $750,000. 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 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 described below under “Potential Payments upon Termination or Change in Control”). The number of restricted stock units granted is determined by taking the dollar value of a long-term incentive grant and dividing it by the grant date fair value of a restricted stock unit on the grant date, which is generally the closing price of our Class A common stock on the date of grant or, if not a trading day, the most recent trading day. Performance Stock Units. PSUs are denominated in restricted stock units and tied directly to the Company's financial and strategic performance over a three-year vesting period. The Compensation Committee believes that the use 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; (iii) incentivizes superior performance over an extended period; and (iv) promotes executive retention and succession planning. For performance awards granted in 2024 to our named executive officers, the Committee used the following metrics: (i) relative total stockholder return, weighted at 50%; and (ii) revenue, weighted at 50%. If the PSUs are earned based on these performance metrics, the awards cliff vest after the end of the three-year performance period with no potential for vesting on an annual basis. The number of performance stock units 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 number of performance stock units granted. The target number of performance stock units granted is determined by taking the dollar value of a long-term incentive grant attributable to performance stock units and dividing it by the the closing price of our Class A common stock on the date of grant or, if not a trading day, the most recent trading day. The grant date fair value of a performance stock unit on the date of grant may be different than the most recent closing price used to determine the number of performance stock units granted. Stock Options. Nonqualified stock options provide our named executive officers with the opportunity to purchase our common stock at a price fixed on the grant date regardless of future market prices. Stock options become valuable only if (i) the holder of the option remains employed during the period required for the option to “vest” and (ii) the market price is above the exercise price. For this reason, stock options align the interests of our named executive officers and our stockholders by providing executives with an incentive to achieve long-term business goals and objectives and increase the market price of our stock and provide an incentive for an option holder to remain employed by us. 2024 Long Term Incentive Grants. In 2024, the Compensation Committee awarded restricted stock units, performance stock units, and stock options to our named executive officers as follows:

  53. Long-Term Equity Incentive Compensation

    | Name | Award Date | Restricted Stock Units Award Date Value ($) | Restricted Stock Units Awarded (#) | Performance Stock Units Award Date Value ($) | Performance Stock Units Awarded (#) | Stock Options Award Date Value ($) | Stock Options Awarded (#) | | Mr. Dalton | March 1, 2024 | 5,000,000 | 112,612 | — | — | 5,000,000 | 171,232 | | Mr. White | March 1, 2024 | 750,000 | 16,891 | — | — | — | — | | Mr. Garis | August 5, 2024 | 1,000,000 | 89,285 | — | — | 1,000,000 | 122,549 | | Mr. Head | March 1, 2024 | 1,540,000 | 34,684 | 1,540,000 | 34,684 | — | — | | Mr. Hogge | March 11, 2024 | 875,000 | 26,041 | 875,000 | 26,041 | — | — | | Mr. Kim | March 1, 2024 | 324,115 | 7,299 | 324,115 | 7,299 | — | — | | Ms. Misencik | October 14, 2024 | 1,000,000 | 95,328 | — | — | — | — |

  54. Long-Term Equity Incentive Compensation

    For additional discussion regarding the details of the grants made to the named executive officers in 2024, see “–Grants of Plan Based Awards Table.”

  55. Long-Term Equity Incentive Compensation

    | 2025 Proxy Statement | 43 |

  56. 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.

  57. 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, offer letters and Company practices, as applicable, we entered into with, or potentially apply to, our named executive officers provide for certain payments, rights, and benefits to the named executive officers upon certain qualifying terminations from Claritev. See “Potential Payments upon Termination or Change in Control” below for a description of these benefits.

  58. Key 2025 Compensation Decisions

    •The severance letters provide Messrs. Hogge and Kim and Ms. Misencik with one-half times or one times the sum of the executive’s base salary and annual target bonus, as applicable, paid in six or twelve monthly installments (the “severance payments”), as applicable, if the executive is terminated without cause (as defined in the severance letters). If such termination occurs during the one-year period following a change in control (as defined in the severance letter), or if during such timeframe the executive resigns for good reason (as defined in the severance letter), the multiples for the severance payments will instead be one times or one and one-half times, as applicable, and the severance payments will be paid in twelve or eighteen monthly installments, respectively. In addition, we will reimburse the executives for health insurance premiums for up to the duration of the severance payments. These payments are subject to the executive’s execution and nonrevocation of a release of claims and the executive’s compliance with non-competition and other post-termination restrictions. The Company determined that the 2025 annual awards granted to its executive officers will be granted as a combination of time-based restricted stock units subject to a four-year vesting schedule and cash-settled restricted stock units subject to a two-year vesting schedule, that, if vested prior to a change in control of the Company, are settled based on the fair market value of a share of the Company’s common stock at settlement, up to a maximum of four times the fair market value of a share of the Company’s common stock on the date of grant (the “capped amount”). If settled at the capped amount, the executive officer will become entitled to receive a payment equal to the lesser of, if positive, (i) the price per share received by the Company’s stockholders in connection with a change in control and (ii) the fair market value of a share of the Company’s common stock at the original settlement date, less the per share cap that applied, so long as a change in control occurs on or prior to the fifth anniversary following grant. Any such excess will be paid on the earlier of the fifth anniversary of the date of grant and the change in control that meets certain requirements. If the executive’s employment terminates as a result of death or disability (as defined in the applicable award agreement), their unvested time-based restricted stock units and cash-settled restricted stock units will become vested. If the executive’s employment is terminated without cause (as defined in the applicable award agreement) not during a change in control period, a pro-rata portion of the next vesting tranche of the unvested portion of the applicable award will vest. Mr. Dalton's 2025 awards will be afforded the same protections on a resignation of his employment for good reason (as defined in the applicable award agreement). If the Company undergoes a change in control (as defined in the applicable award agreement), and the 2025 awards are not assumed or continued in connection with such change in control, such awards will become vested, or if such awards are assumed or continued, and if the executive is terminated without cause during the one-year period (the “change in control period”) following a change in control, or during such period the executive resigns for good reason (as defined in the applicable award agreement), his or her unvested 2025 awards would vest. The executive’s right to receive the excess payment, if any, shall remain outstanding in the event of a termination of the executive’s employment due to death, disability or by the Company without cause.

  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

    | | | | | Stock Awards | | | | Change in Pension Value and Non- qualified Deferred Compensation Earnings ($) | | | | Name and Principal Position | Year | Salary ($)(7) | Bonus ($)(8) | Restricted Stock Awards ($)(9) | Performance Stock Awards ($)(10) | Option Awards ($)(11) | Non-Equity Incentive Plan Compensation ($)(12) | | All Other Compensation ($)(13) | Total ($) | | Mr. Dalton(1) President and Chief Executive Officer | 2024 | 653,654 | 500,000 | 5,000,000 | — | 5,000,000 | 571,947 | — | — | 11,725,601 | | Mr. White(2) Former President and Chief Executive Officer | 2024 | 656,940 | — | 750,000 | — | — | 93,797 | — | 8,625 | 1,509,362 | | | 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 | | Mr. Garis(3) Executive Vice President and Chief Financial Officer | 2024 | 195,481 | — | 1,000,000 | — | 1,000,000 | 136,837 | — | — | 2,332,318 | | Mr. Head(4) Former Executive Vice President and Chief Financial Officer | 2024 | 532,600 | 100,000 | 1,540,000 | 1,623,211 | — | 535,600 | — | 8,625 | 4,340,036 | | | 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 | | Mr. Hogge(5) Executive Vice President and Chief Operating Officer | 2024 | 384,615 | — | 875,000 | 1,010,385 | — | 269,231 | — | — | 2,539,231 | | Mr. Kim Executive Vice President and Chief Digital Officer | 2024 | 442,624 | — | 324,115 | 341,596 | — | 216,886 | — | 8,625 | 1,333,846 | | | 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 | | Ms. Misencik(6) Senior Vice President and Chief Growth Officer | 2024 | 73,558 | 100,000 | 1,000,000 | — | — | — | — | — | 1,173,558 |

  61. Summary Compensation Table

    (1)Mr. Dalton became our President and Chief Executive Officer on March 1, 2024 and became Chair of our Board on December 31, 2024. (2)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. (3)Mr. Garis commenced employment with us on August 1, 2024. (4)Mr. Head stepped down from his role as Executive Vice President and Chief Financial Officer on August 1, 2024 and transitioned to a strategic advisor role through December 31, 2024.

  62. Summary Compensation Table

    | 46 | Claritev |

  63. Summary Compensation Table

    (5)Mr. Hogge commenced employment with us on March 11, 2024. (6)Ms. Misencik commenced employment with us on October 14, 2024. (7)The amounts in the “Salary” column represent the base salary earned by each named executive officer for the applicable fiscal year. (8)The amounts in the “Bonus” column represent cash bonuses paid outside of our 2024 annual bonus plan. With respect to Mr. Dalton and Ms. Misencik, these amounts were sign-on bonuses paid as an inducement to employment. With respect to Mr. Head, this was a discretionary bonus paid based on his extraordinary efforts relating to the Chief Executive Officer transition. (9)The amounts in the “Restricted Stock Awards” column reflect the aggregate grant date fair value of restricted stock units 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 2024, 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, 2024. (10)The amounts shown in the “Performance Stock Awards” column reflect the grant date fair value of awards computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions made in the valuation of Stock Awards granted in 2024, 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, 2024. (11)The amounts shown in the “Option Awards” column reflect the aggregate grant date fair value of stock options 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 options granted in 2024, 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, 2024. (12)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 2024 annual bonus plan, and paid in March 2025. See “Compensation Discussion and Analysis-Elements of Compensation - Annual Incentive Compensation” for a description of the bonuses for 2024. (13)The amounts in the “All Other Compensation” column represent Company contributions to our 401(k) Plan for each of the named executive officers. Messrs. Dalton, Garis, and Hogge and Ms. Misencik were not eligible for Company contributions to our 401(k) Plan in 2024 and, therefore, did not receive any such contributions in 2024.

  64. Summary Compensation Table

    | 2025 Proxy Statement | 47 |

  65. 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 2024.

  66. 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 (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair value of Stock and Option Awards ($)(5) | | Name | Grant Date | Approval Date | Threshold ($)(1) | Target ($)(1) | Maximum ($)(1) | Threshold (#)(2) | Target (#)(2) | Maximum (#)(2) | | | | | | Mr. Dalton | 3/1/24 | 12/21/23 | 408,534 | 817,067 | 1,225,601 | — | — | — | — | — | — | — | | | 3/1/24 | 12/21/23 | — | — | — | — | — | — | 112,612 | 171,232 | 44.40 | 10,000,000 | | Mr. White | 2/27/24 | 2/27/24 | 178,740 | 357,480 | 536,220 | — | — | — | — | — | — | — | | | 3/1/24 | 2/27/24 | — | — | — | — | — | — | 16,891 | — | — | 750,000 | | Mr. Garis | 8/5/24 | 7/31/24 | 97,740 | 195,481 | 293,221 | — | — | — | — | — | — | — | | | 8/5/24 | 7/31/24 | — | — | — | — | — | — | 89,285 | 122,549 | 11.20 | 2,000,000 | | Mr. Head | 2/27/24 | 2/27/24 | 267,800 | 535,600 | 803,400 | — | — | — | — | — | — | — | | | 3/1/24 | 2/27/24 | — | — | — | — | — | — | 34,684 | — | — | 1,540,000 | | | 3/1/24 | 2/27/24 | — | — | — | 17,342 | 34,684 | 52,026 | — | — | — | 1,623,211 | | Mr. Hogge | 3/11/24 | 2/27/24 | 192,308 | 384,615 | 576,923 | — | — | — | — | — | — | — | | | 3/11/24 | 2/27/24 | — | — | — | — | — | — | 26,041 | — | — | 875,000 | | | 3/11/24 | 2/27/24 | — | — | — | 13,020 | 26,041 | 52,082 | — | — | — | 1,010,385 | | Mr. Kim | 2/27/24 | 2/27/24 | 154,918 | 309,836 | 464,754 | — | — | — | — | — | — | — | | | 3/1/24 | 2/27/24 | — | — | — | — | — | — | 7,299 | — | — | 324,115 | | | 3/1/24 | 2/27/24 | — | — | — | 3,650 | 7,299 | 10,949 | — | — | — | 341,596 | | Ms. Misencik | 10/14/24 | 9/25/24 | — | — | — | — | — | — | 95,328 | — | — | 1,000,000 |

  67. Grants of Plan-Based Awards Table

    (1) Relates to our cash incentive award opportunity under the Company’s 2024 annual bonus plan, the terms of which are summarized under “Compensation Discussion and Analysis – Annual Incentive Compensation.” For 2024, the Compensation Committee approved a threshold eligibility requirement of $939.4 million in revenue and $582.0 million in Adjusted EBITDA and a revenue performance target of $1,021.1 million and Adjusted EBITDA performance target of $646.7 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 2024 annual bonus plan, see the column titled “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table. (2)Relates to performance stock unit awards granted under our 2020 Omnibus Incentive Plan on March 1, 2024 for Messrs. Head and Kim and on March 11, 2025 for Mr. Hogge. These performance stock units are earned based on the achievement of a revenue goal and a relative total stockholder return goal (“rTSR”). 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 rTSR performance target, each 50%; (B) Target: revenue performance target and rTSR performance target, each 100%; and (C) Maximum: revenue performance target and rTSR performance target, each 150%. (3)Relates to restricted stock unit awards granted under our 2020 Omnibus Incentive Plan on March 1, 2024 for Messrs. Dalton, White, Head, and Kim; on March 11, 2025 for Mr. Hogge; on August 5, 2024 for Mr. Garis; and on October 14, 2024 for Ms. Misencik. Each of these restricted stock unit awards vest 25% per year on the first four anniversaries of March 1, 2024, except that Mr. Dalton's restricted stock unit award vests 50% per year on the first two anniversaries of March 1, 2024, Mr. Garis's restricted stock unit award vests 33.33% per year on the 2nd, 3rd and 4th anniversaries of August 5, 2024, and Ms. Misencik's restricted stock unit award vests 25% per year on the 1st, 2nd, 3rd and 4th anniversaries of October 14, 2024. Mr. Dalton's and Mr. Garis's restricted stock unit awards were granted as an inducement award outside our 2020 Omnibus Incentive Plan. (4)Relates to option awards granted to Mr. Dalton as an inducement award outside our 2020 Omnibus Incentive Plan on March 1, 2024, which, vests 33.33% per year on March 1, 2025, 2026, and 2027 and granted to Mr. Garis as an inducement award outside our 2020 Omnibus Incentive Plan on August 5, 2024, which vests 33.33% per year on August 5, 2026, 2027, and 2028. (5)Represents aggregate grant date fair value of the awards at target computed in accordance with FASB ASC Topic 718. For additional information, including a discussion of the assumptions used to calculate these values, 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, 2024.

  68. Grants of Plan-Based Awards Table

    | 48 | Claritev |

  69. 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

  70. 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, 2024. None of the named executive officers had any equity awards granted prior to 2021 outstanding on December 31, 2024.

  71. 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 ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(7) | Market Value of Shares or Units of Stock That Have Not Vested ($)(8) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(9) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(10) | | Mr. Dalton | — | 171,232(1) | — | 44.40 | 3/1/34 | 112,612 | 1,664,405 | — | — | | Mr. White | 12,600 | 4,201(2) | — | 371.60 | 6/23/31 | 153,535 | 2,269,247 | — | — | | | 7,812 | 7,813(3) | — | 300.00 | 2/18/32 | — | — | — | — | | | 10,080 | 10,081(3) | — | 400.00 | 2/18/32 | — | — | — | — | | | 12,254 | 12,255(3) | — | 500.00 | 2/18/32 | — | — | — | — | | | 18,750 | 18,750(4) | — | 150.00 | 3/1/32 | — | — | — | — | | Mr. Garis | — | 122,549(5) | — | 11.20 | 8/5/24 | 89,285 | 1,319,632 | — | — | | Mr. Head | 8,502 | —(6) | — | 300.00 | 11/29/31 | — | — | — | — | | | 10,683 | —(6) | — | 400.00 | 11/29/31 | — | — | — | — | | | 13,020 | —(6) | — | 500.00 | 11/29/31 | — | — | — | — | | | 18,750 | —(4) | — | 150.00 | 3/1/32 | — | — | — | — | | Mr. Hogge | — | — | — | — | — | 26,041 | 384,886 | 26,041 | 384,886 | | Mr. Kim | 1,509 | 504(2) | — | 371.60 | 6/23/31 | 28,798 | 425,634 | 7,299 | 107,879 | | | 1,909 | 1,910(4) | — | 150.00 | 3/1/32 | — | — | — | — | | Ms. Misencik | — | — | — | — | — | 95,328 | 1,408,948 | — | — |

  72. Outstanding Equity Awards at Fiscal Year End Table

    (1)Relates to option awards granted to Mr. Dalton as an inducement award outside our 2020 Omnibus Incentive Plan on March 1, 2024, which vests 33.33% per year on March 1, 2025, 2026, and 2027. (2)Relates to option awards granted under our 2020 Omnibus Incentive Plan on June 23, 2021 with respect to Messrs. White and Kim, each of which vest 25% per year on March 29, 2022, 2023, 2024, and 2025. (3)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. (4)Relates to option awards granted under our 2020 Omnibus Incentive Plan on March 1, 2022 with respect to Messrs. White, Head and Kim, each of which vest 25% per year on March 1, 2023, 2024, 2025, and 2026. (5)Relates to option awards granted to Mr. Garis as an inducement award outside our 2020 Omnibus Incentive Plan on August 5, 2024, which vests 33.33% per year on August 5, 2026, 2027, and 2028. (6)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. (7)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; (ii) on March 1, 2022, which vest 25% per year on March 1, 2023, 2024, 2025, and 2026; (iii) on March 1, 2023, which vest 25% per year on March 1, 2024, 2025, 2026, and 2027; (iv) on March 1, 2024, which vest 50% per year on March 1, 2025 and 2026 with respect to Mr. Dalton, 100% on March 1, 2025 with respect to Mr. White and 25% per year on March 1, 2025, 2026, 2027, and 2028 with respect to Messrs. Hogge and Kim; (v) August 5, 2024, which vest 33.33% per year on August 5, 2026, 2027, and 2028 with respect to Mr. Garis; and (vi) October 14, 2024, which vest 25% per year on October 14, 2025, 2026, 2027, and 2028 with respect to Ms. Misencik. (8)Based on the closing price per share of our Class A common stock on December 31, 2023 of $14.78. (9)Represents the number of performance stock units granted in 2024 that, as of December 31, 2024, may potentially vest if performance goals are met at target. (10)Based on the closing price per share of our Class A common stock on December 31, 2023 of $14.78 multiplied by the number of performance stock units that, as of December 31, 2024, may potentially vest if the target performance goals are met.

  73. Outstanding Equity Awards at Fiscal Year End Table

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  74. 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 2024. None of our named executive officers exercised stock options in 2024.

  75. Option Exercises and Stock Vested Table

    | | Stock Awards | | | Name(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Mr. White | 48,324 | 2,125,600 | | Mr. Head | 36,449 | 950,108 | | Mr. Kim | 5,036 | 221,206 |

  76. Option Exercises and Stock Vested Table

    (1)Messrs. Dalton, Garis, and Hogge and Ms. Misencik did not have any stock vest in 2024 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.

  77. 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, 2024.

  78. 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. We identified the median employee using our employee population on October 22, 2024. The applicable rules require us to identify the median employee by use of a “consistently applied compensation measure,” or CACM. For fiscal year 2024, we chose a CACM based on total cash compensation paid during the year. The cash compensation includes, base salary, overtime pay, any bonus or incentive compensation paid, as well as miscellaneous cash payments, such as recognition awards.

  79. CEO Pay Ratio

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  80. CEO Pay Ratio

    We did not annualize the compensation paid to partial-year employees or employees who were on an unpaid leave of absence and we did not utilize any cost-of-living adjustment. In addition, our entire workforce is in the United States and exclusion of foreign workers was not necessary. After applying the methodology described above, we concluded that our median employee works as an Analyst in our Information Technology department with an annual total compensation of $78,613 in fiscal year 2024. During 2024, Mr. White served as our CEO until March 1, 2024, and Mr. Dalton served as our CEO thereafter. For purposes of calculating the annual total compensation for our CEO, we combined the total compensation of Mr. White during 2024 with the total compensation of Mr. Dalton during 2024, bringing the annual total compensation for our CEOs in to $13,234,963 for fiscal year 2024. Based on the described methodology, our CEO to median employee pay ratio is 168:1. 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.

  81. 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. Dalton, 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, 2023, and 2024 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.

  82. Pay versus Performance

    | | | | | | Average SCT Total for Non-PEO NEOs ($)(5)(6) | Average CAP to Non-PEO NEOs ($)(5)(6) | Value of Fixed $100 Investment Based on: | | | Company Selected Measure: Adjusted EBITDA ($ in thousands)(9) | | Year | SCT Total for PEO ($) | CAP to PEO ($)(4) | SCT Total for PEO ($) | CAP to PEO ($)(4) | | | TSR ($)(7) | Peer Group TSR ($)(7) | Net Income ($ in thousands)(8) | | | 2024(1) | | | 11,725,601 | 4,822,077 | 2,343,798 | (716,232) | 3.82 | 93.53 | (1,645,831) | 576,668 | | 2024(2) | 1,509,362 | (6,313,419) | — | — | 2,343,798 | (716,232) | 3.82 | 93.53 | (1,645,831) | 576,668 | | 2023(2) | 7,595,750 | 11,626,661 | — | — | 1,733,031 | 2,356,239 | 14.88 | 85.22 | (91,697) | 618,045 | | 2022(2) | 10,730,582 | 2,058,584 | — | — | 1,700,025 | 138,203 | 11.88 | 117.13 | (572,912) | 768,878 | | 2022(3) | — | — | 2,631,049 | 2,368,975 | 1,700,025 | 138,203 | 11.88 | 117.13 | (572,912) | 768,878 | | 2021(3) | — | — | 9,016,080 | 6,549,945 | 3,308,731 | 2,410,564 | 45.76 | 137.40 | 102,080 | 838,325 | | 2020(3) | — | — | 5,974,236 | 5,974,236 | 2,812,800 | 2,812,800 | 82.54 | 116.75 | (520,564) | 706,313 |

  83. Pay versus Performance

    (1) The PEO for this row is Mr. Dalton, who was appointed Chief Executive Officer on March 1, 2024 and continues to serve as our Chief Executive Officer. (2) 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. (3) The PEO for this row is Mr. Tabak, who served as our Chief Executive Officer until January 31, 2022, at which point he retired. (4) 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 2024: (a) with respect to Mr. Dalton, we deducted $10,000,000, which is the sum of the amounts reported in the SCT in the columns “Stock Awards” and “Option Awards”, we added $3,096,476, which was the fair value at December 31, 2024 of restricted stock units and stock options granted in 2024 (all of which remained unvested as of December 31, 2024); and (b) with respect to Mr. White, we deducted $750,000, which is the sum of the amounts reported in the SCT in the columns “Stock Awards” and “Option Awards”, we added $249,649, which was the fair value at December 31, 2024 of restricted stock units granted in 2024 (all of which remained unvested as of December 31, 2024), we then deducted 7,322,430, which was the change in fair value of stock options and restricted stock units granted prior to 2024 from December 31, 2023 to December 31, 2024, in the case of such awards that remained outstanding and unvested as of December 31, 2024, or to the date of vesting, in the case of such awards that vested during 2024. 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

  84. Pay versus Performance

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  85. Pay versus Performance

    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 deducted $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. (5) The Non-PEO NEOs included for 2024 are Messrs. Garis, Head, Hogge, and Kim and Ms. Misencik; 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. (6) 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 2024, we deducted $1,742,861, which is the sum of the average of the amounts reported in the SCT in the columns “Stock Awards” and “Option Awards”, we added $995,142, which was the average fair value at December 31, 2024 of restricted stock units, performance stock units and stock options granted in 2024 that were not forfeited in 2024 (all of which remain unvested as of December 31, 2024 other than 25% of the restricted stock units granted to Mr. Head in 2024, which vested on December 31, 2024), we then deducted $421,461, which was the average change in fair value of stock options and restricted stock units granted prior to 2024 that were not forfeited in 2024 from December 31, 2023 to December 31, 2024, in the case of such awards that remained outstanding and unvested as of December 31, 2024, or the date of vesting, in the case of such awards that vested during 2024, we finally deducted $1,890,850, which was the fair value as of December 31, 2023 of any awards granted prior to 2024 that were forfeited in 2024 consistent with Item 402(v)(2)(iii)(C)(1)(v) of Regulation S-K. 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 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. (7) 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. (8) As reported in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024, these amounts reflect “net income” of the Company. (9) For purposes of Item 402(v)(2)(iii), we have identified adjusted EBITDA as our Company-Selected Measure. See the section below titled “Use of Non-GAAP Measures” for more information regarding how adjusted EBITDA is calculated. 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 performance metric under our 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.

  86. 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 2024. Based on particular considerations with respect to 2024, revenue was also used as a performance metric for the performance units granted in 2024. 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 2024, 2022 and 2021. This is due to the decrease in the price of our common stock over

  87. Narrative Disclosure to Pay versus Performance Table

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  88. Narrative Disclosure to Pay versus Performance Table

    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 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, 2022 and 2024, 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 named executive officers 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. From 2023 to 2024, net income again declined significantly, which was also due to a $1.5 billion loss on impairment of goodwill and intangible assets primarily in 2024 due to the use of a higher discount rate in response to significant declines in our stock price, lower projected cash flows, and lower EBITDA multiples. 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 2022. In 2023, although our adjusted EBITDA decreased as a result of market conditions and contractual rate changes with certain clients, 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 did influence CAP in 2024, and does therefore support our pay for performance philosophy, adjusted EBITDA is not as influential on CAP as TSR for 2023. In 2024, our adjusted EBITDA was below our expectations. As such, annual cash bonuses payable to our named executive officers were paid out at significantly less (i.e., 70%) than target and 2023 annual cash bonuses. Although this year-over-year decrease in annual cash bonus payouts contributed to CAP decreasing also decreasing year-over-year, our negative TSR in 2024 discussed above played a much larger role in this decrease. Although adjusted EBITDA did influence CAP for 2024, and does therefore support our pay for performance philosophy, adjusted EBITDA is not as influential on CAP as TSR for 2024.

  89. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

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

    Accelerated Vesting of Equity Awards Upon Termination or Change of Control Except for equity awards granted to Mr. Dalton, no equity awards outstanding as of December 31, 2024 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 2024 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. Assuming a Qualifying Retirement on December 31, 2024, the following unvested stock options and unvested restricted stock units would vest prior to the first anniversary of the date of retirement and, therefore, such vesting would be accelerated: (i) 4,986 restricted stock units granted on March 1, 2022, (ii) 41,666 restricted stock units granted on March 1, 2023; (iii) 16,891 restricted stock units granted on March 1, 2023; and (iv) 9,375 stock options granted on March 1, 2022 with an exercise price of $150 per share. Because the exercise price for the above unvested stock options is greater than the trading price of the Company's Class A common stock on December 31, 2024, an acceleration of these stock options as of December 31, 2024 has no economic value. However, the accelerated vesting of the above unvested restricted stock units would have a value of $939,166 based on the closing price per share of our Class A common stock on December 31, 2023 of $14.78. Further, pursuant to the terms of the Dalton Employment Agreement, if Mr. Dalton is terminated in connection with or following a change in control (as defined in the Dalton Employment Agreement), to the extent not already vested as of (or forfeited prior to) the date of termination, any remaining service-based vesting conditions of equity awards granted to Mr. Dalton upon commencing employment or as part of Mr. Dalton's annual equity grant will be deemed satisfied upon such termination. Assuming a termination following a change in control on December 31, 2024, the vesting of the following unvested stock options and unvested restricted stock units would be accelerated: (i) 171,232 stock options granted on March 1, 2024 with an exercise price of $44.40 per share; and (ii) 112,612 restricted stock units granted on March 1, 2024. Because the exercise price for all of the above unvested stock options is greater than the trading price of the Company's Class A common stock on December 31, 2024, an acceleration of these stock options as of December 31, 2024 has no economic value. However, the accelerated vesting of the above restricted stock units would have a value of $1,664,405 based on the closing price per share of our Class A common stock on December 31, 2023 of $14.78. As noted above, in 2024 the Company granted performance stock units for the first time. The award agreement for these performance stock units states that if a participant’s employment is terminated due to death, disability or a qualifying retirement (all as defined in the award agreement) (i) on or following January 1, 2025 and prior to January 1, 2026, one third of any awarded units that would have otherwise become earned by way of performance goal achievement shall vest on the date they would have otherwise become vested if employment had not been terminated; (ii) on or following January 1, 2026 and prior to January 1, 2027, two thirds of any awarded units that would have otherwise become earned by way of performance goal achievement shall vest on the date they would have otherwise become vested if employment had not been terminated; and (iii) following January 1, 2027, any awarded units that would have otherwise become earned by way of performance goal achievement shall vest on the date they would have otherwise become vested if employment had not been terminated. Assuming a termination due to death, disability or a qualifying retirement of any named executive officer on December 31, 2024, no performance stock units held by such named executive officer would be eligible for vesting as such date is before January 1, 2025.

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

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