DEF 14A of Claritev Corp, Mar 20, 2026

DEF 14A of Claritev Corp

Filed Mar 20, 2026 · FY20250001793229-26-000027

Open on EDGAR

  1. Class III Director Nominees

    Class III Director Nominees Our Board has nominated four Class III directors for election at the Annual Meeting to hold office until our annual meeting of stockholders in 2029 and until his successor has been duly elected and qualified or until his earlier resignation, retirement, death, disqualification or removal. All Class III director nominees (Messrs. Colaluca, Klein, Thorpe, and White) 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 nominee has 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 eleven directors, which includes one vacancy that H&F is entitled to fill pursuant to the Investor Rights Agreement. Stockholders cannot vote or submit proxies for a greater number of persons than the four Class III director nominees named in this Proposal 1.

  2. Class III Director Nominees

    | 10 | Claritev |

  3. Class III Director Nominees

    | Anthony Colaluca, Jr. INDEPENDENT President, Colaluca Business Advisors LLC | Age: 59 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. | |

  4. Class III Director Nominees

    | 2026 Proxy Statement | 11 |

  5. Class III Director Nominees

    | Michael S. Klein INDEPENDENT Founder and Senior Member, M. Klein & Company, LLC | Age: 62 Committees: None | | BIOGRAPHY Michael S. Klein has served as a member of our Board since February 2020, and previously served as Chief Executive Officer and President of Churchill Capital Corp III, the blank check company with which Claritev merged as part of going public, 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, and Oklo, Inc. (“Oklo”), an entity which merged with AltC Acquisition Corp. in May 2024 and is now publicly-traded. Prior to its merger, Mr. Klein previously served as the CEO and Chairman of the board of directors of Churchill Capital Corp II. 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, and on the Board of Directors of Credit Suisse Group AG and Credit Suisse AG from 2018 until October 2022. Mr. Klein is currently a director of several private companies, including Magic Leap, TGB Europe NV, Evolution Media Capital, M. Klein Associates, and Garden State affiliates. He also holds positions as a board member and/or adviser for multiple charitable organizations. 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, which merged with Lucid Motors in July 2021. 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 for each of Churchill Capital Corp IX, Churchill Capital Corp X, and Churchill Capital Corp XI. 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. | |

  6. Class III Director Nominees

    | 12 | Claritev |

  7. Class III Director Nominees

    | Allen R. Thorpe LEAD INDEPENDENT DIRECTOR Former Partner, Hellman & Friedman LLC | Age: 55 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 Polaris Parent Corp., the former parent company of Claritev before Claritev became a public company (“Claritev Parent”), from June 2016 through October 2020. Mr. Thorpe served as a Partner and Associate of Hellman & Friedman LLC, a private equity firm, from July 1999 to December 2025. Prior to H&F, Mr. Thorpe was a vice president with Pacific Equity Partners, a private equity firm in Australia, and a manager at Bain & Company, Inc., a management consulting firm. In healthcare, Mr. Thorpe previously served on the boards of directors of Medline Inc. (a public company), PPD, Inc. (a public company before it was acquired by Thermo Fisher in 2021), athenahealth (a private company), Change Healthcare Inc. (a public company before it was acquired by UnitedHealth Group in 2022), Enlyte Inc. (formerly Mitchell International) and Sheridan Healthcare, Inc. In addition, Mr. Thorpe also previously served as a director of Caliber Collision (a private company), Edelman Financial Engines LLC (a private company), Artisan Partners Asset Management Inc. (a public company), LPL Financial Holdings Inc. (a public company), and as 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. | |

  8. Class III Director Nominees

    | Dale A. White Former Chief Executive Officer, Claritev Corporation | Age: 70 Committees: None | | BIOGRAPHY Dale A. White has served as a member of our Board since February 2022. He previously served as a Strategic Advisor to the Company from January 2025 through December 2025, as Executive Chair from March 2024 through December 2024, and as 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 previously held 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. | |

  9. Class III Director Nominees

    | 2026 Proxy Statement | 13 |

  10. Continuing Directors

    Continuing Directors

  11. Class I Directors

    Class I Directors

  12. Class I Directors

    | Travis S. Dalton President, Chief Executive Officer and Chair, Claritev Corporation | Age: 55 Committees: None | | BIOGRAPHY Travis S. Dalton has served as our President and Chief Executive Officer since March 2024, where he leads the company’s strategy to bring greater affordability, transparency, and quality to healthcare costs across the healthcare ecosystem. 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. | |

  13. Class I Directors

    | C. Martin Harris INDEPENDENT Former Vice President of the Health Enterprise and Chief Business Officer, Dell Medical School at The University of Texas at Austin | Age: 69 Committees: Nominating and Corporate Governance and Risk | | BIOGRAPHY C. Martin Harris, MD, MBA has served as a member of our Board since January 2021. Dr. Harris most recently served as Vice President of the Health Enterprise and Chief Business Officer at the Dell Medical School at The University of Texas at Austin from December 2016 to February 2026. 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 two other public companies, 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, Invacare Corporation, a public company, from 2003 through May 2022, and Agiliti, Inc., previously a public company. 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. | |

  14. Class I Directors

    | 14 | Claritev |

  15. Class I Directors

    | John M. Prince INDEPENDENT Former President and Chief Operating Officer, Optum | Age: 58 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 and the sole member of Cedarwood Capital Partners LLC. 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. | |

  16. Class I Directors

    | 2026 Proxy Statement | 15 |

  17. Class II Directors

    Class II Directors

  18. Class II Directors

    | Richard A. Clarke INDEPENDENT Chief Executive Officer, Good Harbor Security Risk Management | Age: 75 Committees: Nominating and Corporate Governance and Risk (Chair) | | BIOGRAPHY Richard A. Clarke has served as a member of our Board since October 2020, and served as a director of Claritev Parent 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, 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, chair of Board of Governors, Middle East Institute of Washington, D.C. and a member of 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, security risk management and artificial intelligence. | |

  19. Class II Directors

    | Jason Kap INDEPENDENT Founder and Chief Executive Officer, Blue Rocket Incorporated | Age: 56 Committees: Compensation and Risk | | BIOGRAPHY Jason Kap has served as a member of our Board since April 2025. Mr. 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. | |

  20. Class II Directors

    | 16 | Claritev |

  21. Class II Directors

    | Julie D. Klapstein INDEPENDENT Former Chief Executive Officer, Availity, LLC | Age: 71 Committees: Audit and Compensation (Chair) | | BIOGRAPHY Julie D. Klapstein has served as a member of our Board since November 2020. Ms. Klapstein was the founding Chief Executive Officer of Availity, LLC (a private company), a health information network optimizing the automated delivery of critical business and clinical information among healthcare stakeholders. She served as Availity's Chief Executive Officer and as a board member 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 Omada Health, a publicly-traded company, since August 2024. 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 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. | |

  22. Class II Directors

    | 2026 Proxy Statement | 17 |

  23. Director and Director Nominee Skills and Experience Matrix

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

  24. Director and Director Nominee Skills and Experience Matrix

    | Director | Executive Leadership | Public Company Board Experience | Healthcare Industry | Tech. Industry | Legal/Securities Regulatory Experience | Accounting/ Finance Experience | Cyber-Security | Risk Mgmt. | Regulatory/ Public Policy Experience | Capital Markets | Corporate Responsibility | | Travis S. Dalton | | | | | | | | | | | | | Richard A. Clarke | | | | | | | | | | | | | Anthony Colaluca, Jr. | | | | | | | | | | | | | C. Martin Harris, M.D. | | | | | | | | | | | | | Jason L. Kap | | | | | | | | | | | | | Julie D. Klapstein | | | | | | | | | | | | | Michael S. Klein | | | | | | | | | | | | | John M. Prince | | | | | | | | | | | | | Allen R. Thorpe | | | | | | | | | | | | | Dale A. White | | | | | | | | | | | |

  25. Compensation of Directors

    Compensation of Directors In 2025, each member of our Board that is not an employee of the Company or any subsidiary of the Company, other than Mr. White (each a “Non-Employee Director”), was entitled to receive an annual cash retainer of $100,000, payable quarterly in four equal installments of $25,000 each (in arrears). In addition, in 2025, each Non-Employee Director other than Mr. White received 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 $165,000. 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 the termination was for cause (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). In 2025, Mr. White received cash fees of $150,000 (paid quarterly, in arrears) for his service as a director on the Board. He also served as a strategic advisor to the Company in 2025, for which he received $50,000 (paid quarterly, in arrears). In connection with Mr. White's transition from Chief Executive Officer of the Company in 2024, he is also entitled to a one-time severance payment of $1,500,000, of which he received $1,037,563 in 2025. Our non-employee directors are also eligible to receive fixed annual cash retainers for service as the chair or a member of committees of the Board, certain of which retainers were increased effective April 30, 2025 as set out in the table below, with such retainers being consequently prorated as applicable for the second quarter of 2025. These additional retainers are also paid in quarterly installments in arrears.

  26. Compensation of Directors

    | Committee | Committee Member Retainer through April 29, 2025 ($) | Committee Chair Retainer through April 29, 2025 ($) | Committee Member Retainer from April 30, 2025 ($) | Committee Chair Retainer from April 30, 2025 ($) | | Audit Committee | 12,500 | 25,000 | 15,000 | 30,000 | | Compensation Committee | 10,000 | 20,000 | 10,000 | 25,000 | | Nominating & Corporate Governance Committee | 7,500 | 15,000 | 10,000 | 20,000 | | Risk Committee | 10,000 | 20,000 | 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. Philbrick elected to forgo his right to such compensation in 2025. Until otherwise notified to the General Counsel of the Company, Mr. Thorpe has elected to forego his right to all such compensation.

  28. Compensation of Directors

    | 2026 Proxy Statement | 25 |

  29. Director Compensation Table

    Director Compensation Table The following table summarizes the compensation paid to each Non-Employee Director with respect to service in 2025.

  30. Director Compensation Table

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2)(3) | All Other Compensation ($)(4) | Total ($) | | Mr. Clarke | 126,703 | 165,000 | — | 291,703 | | Mr. Colaluca | 138,352 | 165,000 | — | 303,352 | | Dr. Harris | 116,703 | 165,000 | — | 281,703 | | Mr. Kap | 80,440 | 165,000 | — | 245,440 | | Ms. Klapstein | 134,231 | 165,000 | — | 299,231 | | Mr. Klein | 100,000 | 165,000 | — | 265,000 | | Mr. Prince | 114,176 | 165,000 | — | 279,176 | | Mr. White | 150,000 | — | 1,087,563 | 1,237,563 |

  31. Director Compensation Table

    (1)Excludes Messrs. 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 and Note 12 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, 2025 was as follows (any Non-Employee Director omitted from the below table does not hold any restricted stock units):

  32. Director Compensation Table

    | Name | Aggregate Unvested Units Outstanding | | Mr. Clarke | 7,356 | | Mr. Colaluca | 7,356 | | Dr. Harris | 7,356 | | Mr. Kap | 7,356 | | Ms. Klapstein | 7,356 | | Mr. Klein | 7,356 | | Mr. Prince | 7,356 | | Mr. White(a) | 88,321 |

  33. Director Compensation Table

    (a) Mr. White also holds the following vested but unexercised stock options: (i) 16,801 stock options granted on June 23, 2021 with an exercise price of $371.60 that expire June 23, 2031; (ii) 15,625 stock options granted on February 18, 2022 with a strike price of $300.00 that expire February 18, 2032; (iii) 20,161 stock options granted on February 18, 2022 with a strike price of $400.00 that expire February 18, 2032; (iv) 24,509 stock options granted on February 18, 2022 with a strike price of $500.00 that expire February 18, 2032; and (v) 37 ,500 stock options granted on March 1, 2022 with a strike price of $150.00 that expire March 1, 2032. (4)Relates to Mr. White's consulting services as Strategic Advisor to the Company ($50,000) and severance payments in connection with transition from role as Company's Chief Executive Officer ($1,037,563).

  34. Director Compensation Table

    | 26 | Claritev |

  35. 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 2025. Korn Ferry’s engagement was 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 attended Compensation Committee meetings relating to our executive compensation program and also reviewed management’s recommendations regarding our compensation program. Korn Ferry reported directly to the Compensation Committee and did 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.

  36. Role of Compensation Consultant and Consultant Independence

    | 36 | Claritev |

  37. Role of Compensation Consultant and Consultant Independence

    As of January 1, 2026, we formally replaced Korn Ferry with Pay Governance as our new independent compensation consultant. Pay Governance began assisting the Compensation Committee in December 2025 with respect to fiscal year 2026 compensation decisions, including the payout level for 2025 annual cash bonuses. The Compensation Committee received a written statement from Pay Governance detailing its independence criteria and, based on such statement and other factors, the Compensation Committee determined that Pay Governance was independent under the applicable SEC rules and NYSE Listing Standards and that engaging Pay Governance did not present any conflicts of interest.

  38. Determination of Compensation for 2025

    Determination of Compensation for 2025 In 2025, 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 based on its judgment and a comprehensive review of several factors, and not necessarily formulaically, by considering the executive’s position, responsibilities, accomplishments, achievements, tenure with the Company, and other factors based on specific circumstances. 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 2025, 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 long-term incentive awards for each of the named executive officers.

  39. Benchmarking Compensation

    Benchmarking Compensation Korn Ferry assisted the Compensation Committee in determining an appropriate peer group of companies that are similar to us in size (based on revenue, EBITDA, and market cap), industry, financial and market performance, and operational complexity in order to benchmark compensation in the competitive market. For 2025, the compensation peer group included the following companies:

  40. Benchmarking Compensation

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

  41. 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.

  42. Benchmarking Compensation

    | 2026 Proxy Statement | 37 |

  43. Considerations in Setting 2025 Compensation

    Considerations in Setting 2025 Compensation The 2025 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 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 2025 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.

  44. Elements of Compensation in 2025

    | 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 and Strategic Milestones | •Promotes our near-term performance objectives •Rewards individual contributions to the achievement of those objectives | | Long-Term Incentive | Equity/ Cash •Time-Based Restricted Stock Units •Time-Based Cash Settled Restricted Stock Units | Two to Four Years | Equity value of the Company | •Ensures that our executives have a continuing stake in our long-term success and have incentives to increase our equity value •Rewards management for taking prudent actions and achieving results that create stockholder value |

  45. 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 2025, 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 as well as the achievement of strategic milestones. See the section entitled "Use of Non-GAAP Financial Measures" at the end of this proxy statement for additional information about adjusted EBITDA, including how it is calculated. In addition to the annual bonus plan, discretionary bonuses may be paid to our named executive officers from time to time. 2025 Annual Incentive Opportunity. For 2025, 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. Mr. Kim's target bonus percentage was increased from 70% to 85% in 2025 in connection with his promotion to Executive Vice President and Chief Digital Officer. Other than Mr. Kim, there were no increases in target bonus percentages from 2024 to 2025 for named executive officers. 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 2025, the bonus payable was based on (i) the level of achievement of a revenue target of $915.0 million and an adjusted EBITDA target of $574.9 million, with each performance target weighted at 40% of the overall potential bonus payout, and (ii) achievement of each of three strategic milestones (detailed below), weighted at 20% of the overall potential bonus payout (6.67% each). We recognize that the revenue and adjusted EBITDA targets for 2025 were less than actual revenue and adjusted EBITDA in 2024. However, taking into account the need to stabilize the business, especially our core business, and position Claritev to return to growth, the Compensation Committee believed that these targets were appropriate and challenging. Indeed, 2025 was coined the "year of the turn" for Claritev and these targets reflected that reality. Further, as discussed below, the Compensation Committee used its negative discretion in reducing payouts under the 2025 bonus plan to allow for greater funding of the bonus pool to recognize other non-ELT employees. The three strategic milestones for 2025 were: (1) successful renewal of a major national contract for a term of at least three years; (2) completion of two new subscription-based contracts exceeding a threshold value as part of business model transformation; and (3) successfully moving production servers, ensuring no disruption in service, to the cloud by December 31, 2025. In order to be eligible to receive any payment under either the revenue or adjusted EBITDA component of the bonus, the Company must achieve at least 90% of such 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 40% 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 from 100% to 162.5% of the target bonus for that performance target, with that maximum payout being achieved if the target level of performance for the performance target is exceeded by 10% with respect to revenue and 10% with respect to adjusted EBITDA. The maximum payout for each of the revenue and adjusted EBITDA components was set at 162.5% each in order to allow for a total maximum payout of 150% (after taking into consideration the maximum payout of 100% for each strategic milestone). Each of the three strategic milestones set forth above need to be achieved independently, such that each strategic milestone is equally weighted at 6.67% (i.e., 33.33% of the 20% weighting attributable to strategic milestones). The strategic milestone must be achieved on an all or nothing basis. If achieved, the full 6.67% weighting attributable to each individual milestone will be paid. If a particular milestone is not achieved, no payment will be made with respect to that milestone. There is no threshold bonus or additional bonus concepts with respect to the strategic milestones.

  46. Incentive Compensation

    The target bonus percentage, earned 2025 base salary, and annual incentive target for each of the named executive officers were as follows:

  47. Incentive Compensation

    | Name | Annual Bonus Target Percentage of Base Salary (%) | Earned 2025 Base Salary ($) | Annual Incentive Target ($) | | Mr. Dalton | 125% | 825,000 | 1,031,250 | | Mr. Garis | 100% | 535,000 | 535,000 | | Mr. Hogge(1) | 100% | 528,269 | 528,269 | | Mr. Kim(2) | 85% | 445,118 | 367,222 | | Ms. Misencik | 75% | 425,000 | 318,750 |

  48. Incentive Compensation

    (1) Effective February 22, 2025, Mr. Hogge's salary increased from $500,000 to $535,000 and the Earned 2025 Base Salary for Mr. Hogge reflects this mid-year change on a pro-rata basis. (2) Effective February 22, 2025, Mr. Kim's target bonus percentage was increased from 70% to 85% and the Annual Incentive Target amount for Mr. Kim reflects this mid-year change on a pro-rata basis. Actual 2025 Annual Incentive Payout. For 2025, the Company was deemed to have achieved: (i) revenue of $965.4 million, (ii) adjusted EBITDA of $602.6 million, and (iii) each of the three performance milestones. Correspondingly, for each of the named executive officers, the 40% weighted revenue achieved for 2025 was 134.4% of the revenue target, the 40% weighted Adjusted EBITDA achieved was 130.1% of Adjusted EBITDA target, and the 20% weighted performance milestones achieved was 100% of the strategic milestone target, with the total incentive achieved being 125.8% of the overall target. The ELT asked the Compensation Committee to use its negative discretion and decrease bonus payouts to 110% of the overall target for ELT members to allow for greater funding of the bonus pool to recognize other non-ELT employees. Therefore, the 2025 bonus payouts for named executive officers were as follows:

  49. Incentive Compensation

    | Name | Revenue Payout ($) | Adjusted EBITDA Payout ($) | Strategic Milestones Payout ($) | Compensation Committee Negative Discretion ($) | Total Payout ($) | | Mr. Dalton | 554,400 | 536,663 | 206,250 | (162,938) | 1,134,375 | | Mr. Garis | 287,616 | 278,414 | 107,000 | (84,530) | 588,500 | | Mr. Hogge | 283,997 | 274,911 | 105,654 | (83,466) | 581,096 | | Mr. Kim | 197,419 | 191,102 | 73,444 | (58,021) | 403,944 | | Ms. Misencik | 171,360 | 165,877 | 63,750 | (50,362) | 350,625 |

  50. Long-Term Incentive Compensation

    Long-Term 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 2025, the Compensation Committee granted long-term incentive awards in the form of cash settled restricted stock units and stock settled restricted stock units to each named executive officer. The dollar amount of these long-term incentive awards granted in 2025 was a multiple of their 2024 year-end base salaries, except for Mr. Dalton who, per the terms of his employment agreement, as amended, receives a fixed dollar amount in long-term incentive awards each year. Mr. Dalton’s long-term incentive dollar amount was increased from $8,000,000 per year to $10,670,000 for 2025 at the discretion of the Compensation Committee to recognize Mr. Dalton’s extraordinary efforts on behalf of the Company. The 2025 multiples for each of our named executive officers remained the same as 2024, except for Mr. Dalton (as discussed above), Mr. Kim, whose multiple was increased from 1.5 to 2.5 in connection with his promotion to EVP and Chief Digital Officer, and Mr. Hogge, whose multiple was increased from 3.5 to 4.0 in connection with a market adjustment. The following table sets out the multiple for each named executive officer (other than Mr. Dalton) and the long-term incentive amounts awarded in 2025.

  51. Long-Term Incentive Compensation

    | 2026 Proxy Statement | 41 |

  52. Long-Term Incentive Compensation

    | Name | 2024 YE Base Salary ($) | Multiple | 2025 Equity Award Amount ($) | | Mr. Dalton | 825,000 | Fixed | 10,670,000 | | Mr. Garis | 535,000 | 4.0 | 2,140,000 | | Mr. Hogge | 500,000 | 4.0 | 2,000,000 | | Mr. Kim | 445,118 | 2.5 | 1,112,795 | | Ms. Misencik | 425,000 | 2.0 | 850,000 |

  53. Long-Term Incentive Compensation

    Time-Based Restricted Stock Units. A time-based 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. Time-based restricted stock units generally vest ratably over four years and are forfeited upon termination of employment with us if the restrictions set forth in the award agreements are not satisfied, except in each case in special circumstances as determined by the Compensation Committee (such 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 close price). Time-Based Cash Settled Restricted Stock Units. A cash settled restricted stock unit (“cRSU”) is a commitment by us to pay the cash equivalent of a share of our Class A common stock for each unit at the time the restrictions set forth in the award agreement lapse. Each cRSU will be settled in cash based on the fair market value (“FMV”) per share of Class A common stock at settlement, subject to a cap of 4x the FMV of a share of Class A common stock on the grant date (the cap) if settled prior to a change in control (“CiC”) of the Company (as defined in the award agreement). If settled at the cap, the named executive officer will become entitled to receive a payment per cRSU equal to the lesser of, if positive (the excess), (i) the price per share received by the Company's stockholders in the CiC and (ii) the FMV of a share of Class A common stock at the original settlement date, less the cap, if a CiC occurs on or prior to the 5th anniversary following the grant date. Any such excess will be paid on the date of such CiC. The Compensation Committee believes that granting cRSUs aligns the interests of the named executive officers with the interests of our stockholders and encourages retention. cRSUs 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”). The cRSUs granted in 2025 to the named executive officers vest ratably over two years. The number of cRSUs granted was determined by taking the dollar value of a long-term incentive grant and dividing it by the closing price of our Class A common stock on the date of grant (or if not a trading day, the most recent close price). 2025 Long-Term Incentive Grants. In 2025, the Compensation Committee awarded restricted stock units and cash settled restricted stock units to our named executive officers as follows:

  54. Long-Term Incentive Compensation

    | Name | Award Date | Restricted Stock Units Award Date Value ($) | Restricted Stock Units Awarded (#) | Value Used to Determine Number of Cash Settled Restricted Stock Units Granted ($) | Cash Settled Restricted Stock Units Awarded (#) | | Mr. Dalton | March 1, 2025 | 2,670,000 | 127,203 | 8,000,000 | 381,133 | | Mr. Garis | March 1, 2025 | 1,070,000 | 50,976 | 1,070,000 | 50,976 | | Mr. Hogge | March 1, 2025 | 1,000,000 | 47,641 | 1,000,000 | 47,641 | | Mr. Kim | March 1, 2025 | 556,397 | 26,507 | 556,397 | 26,507 | | Ms. Misencik | March 1, 2025 | 425,000 | 20,247 | 425,000 | 20,247 |

  55. Long-Term Incentive Compensation

    For additional discussion regarding the details of the grants made to the named executive officers in 2025, see “–Grants of Plan Based Awards Table.”

  56. Long-Term Incentive Compensation

    | 42 | Claritev |

  57. 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. The terms with respect to employer matching of employee contributions to our 401(k) plan in 2025 were as follows. After an employee’s first anniversary of employment (changed to first 90 days of service in 2026), we provide matching contributions to the 401(k) Plan in an amount equal to 50% of the first 5% (increased to 6% in 2026) of each participant’s contribution of the participant’s annual eligible salary wages, subject to certain other limits. Participants are 100% vested in their individual contributions and vest 20% per year (beginning with the second year of service) of credited vesting service in the matching contributions until they are 100% vested in matching contributions at the completion of the sixth year of credited vesting service. In 2026, this vesting schedule was changed to a three-year graded vesting schedule, whereby 50% vests after two years and 100% vests after three years of credited vesting service. 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.

  58. 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, severance letters, and award agreements, 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.

  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. For additional information regarding 2025 compensation, please read “Compensation Discussion and Analysis” above.

  60. Summary Compensation Table

    | | | | | Stock Awards | | | | | | | | Name and Principal Position(1) | Year | Salary ($)(2) | Bonus ($)(3) | Restricted Stock Awards ($)(4) | Performance Stock Awards ($) | Cash Settled Restricted Stock Awards ($)(4) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | Mr. Dalton President & Chief Executive Officer | 2025 | 825,000 | — | 2,670,000 | — | 5,564,542 | — | 1,134,375 | 8,750 | 10,202,667 | | | 2024 | 653,654 | 500,000 | 5,000,000 | — | — | 5,000,000 | 571,947 | — | 11,725,601 | | Mr. Garis EVP & Chief Financial Officer | 2025 | 535,000 | — | 1,070,000 | — | 744,250 | — | 588,500 | 4,115 | 2,941,865 | | | 2024 | 195,481 | — | 1,000,000 | — | — | 1,000,000 | 136,837 | — | 2,332,318 | | Mr. Hogge EVP & Chief Operating Officer | 2025 | 528,569 | — | 1,000,000 | — | 695,559 | — | 581,096 | 8,750 | 2,813,974 | | | 2024 | 384,615 | — | 875,000 | 1,010,385 | — | — | 269,231 | — | 2,539,231 | | Mr. Kim EVP & Chief Digital Officer | 2025 | 445,118 | — | 556,937 | — | 387,002 | — | 403,944 | 8,750 | 1,801,751 | | | 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 | | Ms. Misencik SVP & Chief Growth Officer | 2025 | 318,750 | 100,000 | 425,000 | — | 295,606 | — | 350,625 | 1,226 | 1,491,207 | | | 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. Mr. Garis commenced employment with us on August 1, 2024. Mr. Hogge commenced employment with us on March 11, 2024. Ms. Misencik commenced employment with us on October 14, 2024. (2)The amounts in the “Salary” column represent the base salary earned by each named executive officer for the applicable fiscal year. (3)The amounts in the “Bonus” column for 2025 represent cash bonuses paid outside of our 2025 annual bonus plan. With respect to Ms. Misencik, this amount was the second installment of a sign-on bonuses paid as an inducement to employment. (4)The amounts in the “Restricted Stock Awards” column and “Cash Settled 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 2025, please see Notes 2 and 12 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (5)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 2025 annual bonus plan, and paid in March 2026. See “Compensation Discussion and Analysis-Elements of Compensation - Annual Incentive Compensation” for a description of the bonuses for 2025. (6)The amounts in the “All Other Compensation” column represent Company contributions to our 401(k) Plan for each of the named executive officers.

  62. Summary Compensation Table

    | 2026 Proxy Statement | 45 |

  63. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table provides information with respect to grants of plan-based awards to our named executive officers during 2025.

  64. Grants of Plan-Based Awards Table

    | | | | Estimated Future Payout Under Non-Equity Incentive Plan Awards | | | Estimated Future Payout Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair value of Stock and Option Awards ($)(4) | | Name | Approval Date | Grant Date | Threshold ($)(1) | Target ($)(1) | Maximum ($)(1) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Mr. Dalton | 2/27/25 | 2/27/25 | 412,500 | 1,031,250 | 1,546,875 | — | — | — | — | — | — | — | | | 2/27/25 | 3/1/25 | — | — | — | — | — | — | 127,203(2) | — | — | 2,670,000 | | | 2/27/25 | 3/1/25 | — | — | — | — | — | — | 381,133(3) | — | — | 5,564,542 | | Mr. Garis | 2/27/25 | 2/27/25 | 214,000 | 535,000 | 802,500 | — | — | — | — | — | — | — | | | 2/27/25 | 3/1/25 | — | — | — | — | — | — | 50,976(2) | — | — | 1,070,000 | | | 2/27/25 | 3/1/25 | — | — | — | — | — | — | 50,976(3) | — | — | 744,250 | | Mr. Hogge | 2/27/25 | 2/27/25 | 211,308 | 528,269 | 792,404 | — | — | — | — | — | — | — | | | 2/27/25 | 3/1/25 | — | — | — | — | — | — | 47,641(2) | — | — | 1,000,000 | | | 2/27/25 | 3/1/25 | — | — | — | — | — | — | 47,641(3) | — | — | 695,559 | | Mr. Kim | 2/27/25 | 2/27/25 | 146,889 | 367,222 | 550,833 | — | — | — | — | — | — | — | | | 2/27/25 | 3/1/25 | — | — | — | — | — | — | 26,507(2) | — | — | 556,397 | | | 2/27/25 | 3/1/25 | — | — | — | — | — | — | 26,507(3) | — | — | 387,002 | | Ms. Misencik | 2/27/25 | 2/27/25 | 127,500 | 318,750 | 478,125 | — | — | — | — | — | — | — | | | 2/27/25 | 3/1/25 | — | — | — | — | — | — | 20,247(2) | — | — | 425,000 | | | 2/27/25 | 3/1/25 | — | — | — | — | — | — | 20,247(3) | — | — | 295,606 |

  65. Grants of Plan-Based Awards Table

    (1)Relates to our cash incentive award opportunity under the Company’s 2025 annual bonus plan, the terms of which are summarized under “Compensation Discussion and Analysis – Annual Incentive Compensation.” For 2025, the applicable metrics are revenue, weighted at 40%, adjusted EBITDA, weighted at 40%, and three strategic milestones, each weighted at 6.67%. The Compensation Committee approved a threshold eligibility requirement of $823.5 million for revenue and $517.4 million in adjusted EBITDA and a revenue performance target of $915.0 million and adjusted EBITDA performance target of $574.9 million. The three strategic milestones are that constitute the remaining 20% weighting are evaluated on an all or nothing basis. For purposes of this table, the columns assume that the threshold eligibility requirement for revenue and Adjusted EBITDA is met and payouts are as follows: (A) Threshold: revenue performance target and Adjusted EBITDA performance target, each 50%, and none of the three strategic milestones are met; (B) Target: revenue performance target and Adjusted EBITDA performance target, each 100%, and all of the three strategic milestones are met; and (C) Maximum: revenue performance target and Adjusted EBITDA performance target, each 162.5%, and all of the three strategic milestones are met (which results in an overall max payout of 150%). For the actual amounts paid to the named executive officers pursuant to the Company’s 2025 annual bonus plan, see the column titled “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table. (2)Relates to restricted stock unit awards granted on March 1, 2025 under our 2020 Omnibus Incentive Plan . The restricted stock unit awards vest 25% per year on the first four anniversaries of March 1, 2025. (3)Relates to cash settled restricted stock unit awards granted on March 1, 2025 under our 2020 Omnibus Incentive Plan. The cash settled restricted stock unit awards vest 50% per year on the first two anniversaries of March 1, 2025. (4)Represents aggregate grant date fair value of the awards computed in accordance with FASB ASC Topic 718 (but not showing quarterly reporting period end fair value of cRSU awards). For additional information, including a discussion of the assumptions used to calculate these values, please see Note 2 and Note 12 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

  66. Grants of Plan-Based Awards Table

    | 46 | Claritev |

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

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

  68. Outstanding Equity Awards at Fiscal Year End Table

    Outstanding Equity Awards at Fiscal Year End Table The following table includes information with respect to equity awards held by our named executive officers as of December 31, 2025. None of the named executive officers had any equity awards granted prior to 2021 outstanding on December 31, 2025.

  69. Outstanding Equity Awards at Fiscal Year End Table

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(4) | Market Value of Shares or Units of Stock That Have Not Vested ($)(5) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(6) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(7) | | Mr. Dalton | 57,078 | 114,154(1) | — | 44.40 | 3/1/34 | 564,642 | 24,138,446 | — | — | | Mr. Garis | — | 122,549(2) | — | 11.20 | 8/5/34 | 191,237 | 8,175,382 | — | — | | Mr. Hogge | — | — | — | — | — | 114,812 | 4,908,213 | 26,041 | 1,113,253 | | Mr. Kim | 2,013 | —(3) | — | 371.60 | 6/23/31 | 67,652 | 2,892,123 | 7,299 | 312,032 | | | 2,864 | 955(3) | — | 150.00 | 3/1/32 | — | — | — | — | | Ms. Misencik | — | — | — | — | — | 111,990 | 4,787,573 | — | — |

  70. 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 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. (3)Relates to option 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; and (ii) March 1, 2022, which vest 25% per year on March 1, 2023, 2024, 2025, and 2026. (4)Relates to restricted stock unit and cash settled restricted stock unit (with respect to 2025) awards granted under our 2020 Omnibus Incentive Plan on: (i) on March 1, 2022, which vest 25% per year on March 1, 2023, 2024, 2025, and 2026 with respect to Mr. Kim; (ii) on March 1, 2023, which vest 25% per year on March 1, 2024, 2025, 2026, and

  71. Outstanding Equity Awards at Fiscal Year End Table

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  72. Outstanding Equity Awards at Fiscal Year End Table

    2027 with respect to Mr. Kim; (iii) on March 1, 2024, which vest 50% per year on March 1, 2025 and 2026 with respect to Mr. Dalton and 25% per year on March 1, 2025, 2026, 2027, and 2028 with respect to Mr. Kim; (iv) on March 11, 2024, which vest 25% per year on March 1, 2025, 2026, 2027, and 2028 with respect to Mr. Hogge; (v) August 5, 2024, which vest 33.33% per year on August 5, 2026, 2027, and 2028 with respect to Mr. Garis; (vi) October 14, 2024, which vest 25% per year on October 14, 2025, 2026, 2027, and 2028 with respect to Ms. Misencik; and (vii) on March 1, 2025, which vest (a) 50% per year on March 1, 2026 and 2027 (with respect to cash settled restricted stock units), and (b) 25% per year on March 1, 2026, 2027, 2028 and 2029 (with respect to restricted stock units), in each case with respect to Messrs. Dalton, Garis, Hogge, and Kim and Ms. Misencik. (5)Based on the closing price per share of our Class A common stock on December 31, 2025 of $42.75. (6)Represents the number of performance stock units granted in 2024 that, as of December 31, 2025, may potentially vest if performance goals are met at target. (7)Based on the closing price per share of our Class A common stock on December 31, 2025 of $42.75 multiplied by the number of performance stock units that, as of December 31, 2025, may potentially vest if the target performance goals are met.

  73. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table includes information regarding the amounts realized (before any tax withholding) by each of our named executive officers upon vesting of restricted stock units during 2025. None of our named executive officers exercised stock options in 2025.

  74. Option Exercises and Stock Vested Table

    | | Stock Awards | | | Name(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Mr. Dalton | 56,306 | 1,181,863 | | Mr. Hogge | 6,511 | 136,666 | | Mr. Kim | 6,861 | 143,968 | | Ms. Misencik | 23,832 | 1,316,956 |

  75. Option Exercises and Stock Vested Table

    (1)Mr. Garis did not have any stock vest in 2025 and, therefore, he is omitted from this table. (2)Value realized upon vesting is based upon closing price of our Class A common stock on the vesting date.

  76. Pension Benefits and Nonqualified Deferred Compensation

    Pension Benefits and Nonqualified Deferred Compensation Our named executive officers do not participate in any pension or nonqualified deferred compensation plans and received no pension benefits or nonqualified deferred compensation during the year ended December 31, 2025.

  77. Pension Benefits and Nonqualified Deferred Compensation

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  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. The applicable rules require us to identify the median employee by use of a “consistently applied compensation measure,” or CACM, which we did for fiscal year 2024. In doing so, we chose a CACM based on total cash compensation paid during the year. As permitted under the SEC rules, we are using the same median employee as was identified for purposes of our fiscal 2024 CEO pay ratio, as we believe the changes in our employee population and compensation arrangements have not significantly impacted our pay ratio disclosure. After applying the methodology described above, we concluded that our median employee works as an Analyst in our Information Technology department with an annual total compensation of $72,803 in fiscal year 2025. Our CEO’s annual total compensation was $10,202,667 for fiscal year 2025, as reported in the Summary Compensation Table in this proxy statement. Based on the described methodology, our CEO to median employee pay ratio is 140:1. 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.

  79. Pay versus Performance

    Pay versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between “Compensation Actually Paid” (“CAP”) for Messrs. 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 2021, 2022, 2023, 2024, and 2025 fiscal years, calculated in a manner consistent with Item 402(v). In determining CAP, we are required to make various adjustments to amounts that have been reported in the Summary Compensation Table (“SCT”) for the applicable fiscal years, as Item 402(v)’s valuation methods for this table differ from those required in the SCT. For a more accurate description of our executive compensation program and the factors used by the Compensation Committee to determine pay for our named executive officers, see the “Compensation Discussion and Analysis” section of this proxy statement.

  80. Pay versus Performance

    | | | | | | Average SCT Total for Non-PEO NEOs ($)(5)(6) | Average CAP to Non-PEO NEOs ($)(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) | | | 2025(1) | — | — | 10,202,667 | 25,767,695 | 2,262,199 | 6,378,397 | 13.40 | 69.70 | (284,282) | 602,557 | | 2024(1) | — | — | 11,725,601 | 4,822,077 | 2,343,798 | (716,232) | 4.60 | 79.70 | (1,645,831) | 576,668 | | 2024(2) | 1,509,362 | (6,313,419) | — | — | 2,343,798 | (716,232) | 4.60 | 79.70 | (1,645,831) | 576,668 | | 2023(2) | 7,595,750 | 11,626,661 | — | — | 1,733,031 | 2,356,239 | 18.00 | 72.70 | (91,697) | 618,045 | | 2022(2) | 10,730,582 | 2,058,584 | — | — | 1,700,025 | 138,203 | 14.40 | 100.00 | (572,912) | 768,878 | | 2022(3) | — | — | 2,631,049 | 2,368,975 | 1,700,025 | 138,203 | 14.40 | 100.00 | (572,912) | 768,878 | | 2021(3) | — | — | 9,016,080 | 6,549,945 | 3,308,731 | 2,410,564 | 55.40 | 117.60 | 102,080 | 838,325 |

  81. 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.

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  83. Pay versus Performance

    (2) The PEO for this row is Mr. Dale 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. Mark Tabak, who served as our Chief Executive Officer until January 31, 2022. (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 2025: we deducted $8,234,542, which is the sum of the amounts reported in the SCT in the columns under "Stock Awards" and we added $18,815,697, which was the fair value at December 31, 2025 of restricted stock units and cash settled restricted stock units granted in 2025 (all of which remained unvested as of December 31, 2025), we then added $4,983,873, which was the change in fair value of stock options and restricted stock units granted prior to 2025 from December 31, 2024 to December 31, 2025, in the case such awards that remained outstanding and unvested as of December 31, 2025, or to the date of vesting, in the case of such awards that vested during 2025. 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 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. (5) The Non-PEO NEOs included for 2025 are Messrs. Garis, Hogge, Kim and Ms. Misencik; for 2024 are Messrs. Garis, Head, Hogge, and Kim and Ms. Misencik; for 2023 are Messrs. James Head, Jeff Doctoroff, and Kim and Ms. Carol Nutter; for 2022 are Messrs. Head, Doctoroff and Kim; and for 2021 are Messrs. Head, White, Doctoroff, Kim, David L. Redmond, and Paul Galant. (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 2025, we deducted $1,293,589, which is the sum of the average of the amounts reported in the SCT in the columns under “Stock Awards”, we added $2,829,283, which was the average fair value at December 31, 2025 of restricted stock units and cash settled restricted stock units granted in 2025 (all of which remain outstanding and unvested as of December 31, 2025), we then added $2,580,504 which was the average change in fair value of stock options, restricted stock units and performance stock units granted prior to 2025 that were not forfeited in 2025 from December 31, 2024 to December 31, 2025, in the case of such awards that remained outstanding and unvested as of December 31, 2025, or the date of vesting, in the case of such awards that vested during 2025. 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

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  85. Pay versus Performance

    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. (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 January 1, 2021 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, 2025, 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 and 40% each in 2025. 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 the applicable time periods, as the year-end value of restricted stock units, performance 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

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  88. Narrative Disclosure to Pay versus Performance Table

    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 long-term incentive awards) through December 31, 2023. As a result, long-term incentive awards granted prior to 2023 generally increased in value over the year and the long-term incentive awards granted on March 1, 2023 significantly increased in value between March 1, 2023 and December 31, 2023. Likewise, in 2025, CAP is more than the amounts reported in the Summary Compensation Table. This is due to a TSR of over 189% during 2025 and a TSR of 103% from March 1, 2025 (the date of grant for our 2025 long-term incentive awards) through December 31, 2025. As a result, long-term incentive awards granted prior to 2025 increased in value over the year and the long-term incentive awards granted on March 1, 2025 increased in value between March 1, 2025 and December 31, 2025. 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 2025 and in line with or greater than 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. Our net income 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 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. Finally, our net income again increased significantly from 2024 to 2025 in light of no impairment charge, however, we it was less than 2021 and 2023 levels. 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 declined from 2021 to 2022 and CAP likewise 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 long-term incentive 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. 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 also decreasing year-over-year, our negative TSR in 2024 discussed above played a much larger role in this decrease. Finally, in 2025, our adjusted EBITDA exceeded our expectations which was reflected in the payout for annual cash bonuses at 110% of target and above 2024 levels. This increase in annual cash bonus payouts did contribute to CAP increasing from 2024 to 2025 but, like years past, TSR was much more influential in change in CAP from 2024 to 2025 given the impact on the value of long-term incentive awards granted before or during 2025.

  89. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control