DEF 14A of Clover Health Investments, Corp. /De, Apr 26, 2024

DEF 14A of Clover Health Investments, Corp. /De

Filed Apr 26, 2024 · FY20230001801170-24-000094

Open on EDGAR

  1. Board of Directors

    Board of Directors The following table provides information regarding our directors as of April 26, 2024:

  2. Board of Directors

    | Name | Age | Position(s) | | Directors | | | | Andrew Toy | 45 | Co-Founder, Chief Executive Officer and Director | | Vivek Garipalli | 45 | Co-Founder and Executive Chairperson | | Chelsea Clinton(1)(2) | 44 | Director | | Carladenise Armbrister Edwards(1)(2)(4) | 54 | Director | | Demetrios L. Kouzoukas(3)(4) | 48 | Lead Independent Director | | Anna U. Loengard(1)(4) | 55 | Director | | William G. Robinson, Jr.(1)(3) | 59 | Director | | Lee A. Shapiro(2)(3) | 68 | Director |

  3. Board of Directors

    (1) Member of the Talent and Compensation Committee. (2) Member of the Nominating and Corporate Governance Committee. (3) Member of the Audit Committee. (4) Member of the Clinical Committee. The following Class III directors are nominated for election at the Annual Meeting to serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified: Chelsea Clinton. Chelsea Clinton has served as a member of our Board of Directors since February 2017. Since March 2013, Ms. Clinton has served as Vice Chair of the Clinton Foundation, where her work emphasizes improving global and domestic health, creating service opportunities and empowering the next generation of leaders. Ms. Clinton has also served as an Adjunct Assistant Professor at Columbia University's Mailman School of Public Health since 2012. Ms. Clinton has served as a member of the board of directors of the Clinton Health Access Initiative since September 2011. Ms. Clinton has served as a member of the boards of directors of IAC Holdings, Inc., a media and internet company, since September 2011, and Expedia Group, Inc. (formerly Expedia, Inc.), an online travel shopping company, since March 2017. In addition to her for-profit affiliations, Ms. Clinton currently serves on the boards of directors of the School of American Ballet, the Africa Center, the Weill Cornell Medical College and Columbia University's Mailman School of Public Health, and as Co-Chair of the Advisory Board of the Of Many Institute at New York University. Ms. Clinton holds a B.A. in history from Stanford University, an MPhil and a DPhil in international relations from Oxford University and an M.P.H. from Columbia University's Mailman School of Public Health. We believe that Ms. Clinton is qualified to serve as a member of our Board of Directors because of her extensive health background, her experience as a director of public companies and non-profit organizations and her knowledge of our industry. Carladenise Armbrister Edwards. Carladenise Armbrister Edwards has served as a member of our Board of Directors since July 2022. Since August 2023, Dr. Edwards has served as Miami-Dade County's Chief Administrative Officer. From July 2020 to August 2022, Dr. Edwards served as the Executive Vice President and Chief Strategy Officer of the Henry Ford Health System, where she led the system's strategic planning efforts and partnership ventures, business development and transformation initiatives, government affairs strategy, as well as Henry Ford Innovations. Prior to Henry Ford, Dr. Edwards was Executive Vice President and Chief Strategy Officer for Providence St. Joseph Health, a health system, from July 2018 to June 2020, and the Senior Vice President, Contracting for Providence St. Joseph Health from January 2017 to July 2018. Dr. Edwards' experience includes several additional executive leadership roles, including Chief Administrative Officer for Providence Health & Services' Population Health division and Chief Strategy Officer for Alameda Health System. Dr. Edwards also served as Founding President and Chief Executive Officer of Cal eConnect, Inc., a nonprofit corporation that governed California's electronic Health Information Exchange. Additionally, she served as Chief of Staff and Interim Commissioner for Georgia's Department of Community Health. Dr. Edwards holds a Ph.D. in Medical Sociology from the University of Florida, a master's degree in education and psychological services and a bachelor's degree in sociology from the University of Pennsylvania. We believe that Dr. Edwards is qualified to serve as a member of our Board of Directors due to her expertise in the intersection of healthcare and technology, and her leadership experience in the healthcare industry. Vivek Garipalli. Vivek Garipalli co-founded Clover Health in 2014 and served as our Chief Executive Officer from July 2014 to December 2022. He has been a member of our Board of Directors since July 2014 and was appointed Executive Chairperson of the Board effective as of January 1, 2023. Mr. Garipalli also served as our President from July 2014 to March 2019. Prior to Clover Health, Mr. Garipalli co-founded both CarePoint Health and Ensemble Health. He served as Co-Founder and Board Member from 2008 to 2022 at CarePoint, a healthcare system that offers acute care and emergency services to a large, historically underserved population. He served as Co-Founder and Board Member from 2014 to 2016 at Ensemble Health, a national healthcare revenue cycle services company. At Flatiron Health, Mr. Garipalli entered as an early investor and advised on its strategy and business model, including leading the acquisition of its data platform, Altos. He subsequently served on Flatiron Health’s board from 2012 through its sale to Roche in 2018. He has also previously served or is currently serving on the boards of Cityblock Health, Doctor Evidence, Medically Home, Thyme Care and Swiftly Systems Inc. Mr. Garipalli began his career in finance, holding roles at Credit Suisse First Boston, J.P. Morgan Partners and Blackstone Group. Wormhole Capital, the investment arm of Mr. Garipalli's family office, partners with special founders with the aptitude to build transformative, category-defining companies. Mr. Garipalli holds a B.B.A. in entrepreneurship from Emory University. We believe that Mr. Garipalli is qualified to serve as a member of our Board of Directors due to the perspective and experience he brings as Clover Health's co-founder and former Chief Executive Officer and due to his extensive experience managing and advising healthcare companies. The following Class I directors' terms will continue until the 2025 annual meeting of stockholders: Anna U. Loengard. Anna U. Loengard has served on our Board of Directors since November 2022. From August 2020 to October 2022. she served as the Chief Medical Officer of AccentCare, an enterprise providing home health, hospice and private care services. Previously, Dr. Loengard served as the Chief Medical Officer for Caravan Health from July 2017 to June 2020; the Chief Medical Officer for the Queen’s Healthcare System’s Clinically Integrated Physician Network from October 2014 to June 2017, and the Chief Medical Officer at St. Francis Healthcare System from February 2011 to February 2014, focusing on post-acute care. She received her M.D. from the State University of New York at Stony Brook and completed her residency in Internal Medicine at Harvard Medical School, Beth Israel Deaconess Medical Center, and her Geriatrics Fellowship at the University of Arizona. We believe that Dr. Loengard is qualified to serve as a member of our Board of Directors because she is a highly accomplished physician executive with significant experience in both geriatric medicine and value-based care models.

  4. Board of Directors

    William G. Robinson, Jr. William G. Robinson, Jr. has served as a member of our Board of Directors since March 2021. Mr. Robinson has served as the President of Broadgate Human Capital, LLC, a management consulting firm, since October 2018. Prior to Broadgate, Mr. Robinson served as the Executive Vice President and Chief Human Resources Officer for Sabre Corporation, a travel technology company, from December 2013 to September 2017. Prior to Sabre, Mr. Robinson served as the Senior Vice President and Chief Human Resources Officer at Coventry Health Care, a diversified managed health care company, from 2012 to 2013. From 2010 to 2011, Mr. Robinson served as Senior Vice President of human resources at Outcomes Health Information Solutions, a healthcare analytics and information company specializing in the optimization and acquisition of medical records. Prior to that, from 1990 to 2010, he worked for General Electric, where he held several human resources leadership roles in diverse industries, including information technology, healthcare, energy, security and industrial. Mr. Robinson has served as a member of the board of directors of American Public Education, Inc. since June 2016 and as a member of the board of trustees for the American Public University System since May 2020. Mr. Robinson holds a B.A. in communications from Wake Forest University and an M.A. in human resources from Bowie State University. We believe that Mr. Robinson is qualified to serve as a member of our Board of Directors because of his extensive experience as an executive officer in technology and healthcare companies, his experience as a director of a public company, and his knowledge of our industry. Lee A. Shapiro. Lee A. Shapiro has served as a member of our Board of Directors since January 2021. Mr. Shapiro co-founded and has served as the Managing Partner at 7Wire Ventures, an early-stage healthcare venture fund, since June 2013. Mr. Shapiro previously served as Chief Financial Officer of Livongo Health, Inc., a mobile health monitoring technology company, from December 2018 to November 2020, and as a member of its board of directors from August 2013 until April 2019. Mr. Shapiro joined Allscripts Healthcare Solutions, Inc., a provider of electronic prescribing, practice management and electronic health record technology, in April 2000 and served as President from April 2002 to December 2012. He previously served as a director of Tivity Health, Inc., a provider of fitness and health improvement programs, from May 2015 to May 2020, and as a director of Medidata Solutions, Inc., a global provider of cloud-based solutions for life sciences, from June 2011 to October 2019. He has also served as a director of Click Therapeutics, Inc., a biotechnology company, since April 2021, and as a director of Senior Connect Health Acquisition Corp. I, a special purpose acquisition company, from 2020 to 2023, and he serves as a director of some of the 7Wire Ventures portfolio companies. He serves on the National Board of, and is Chairperson elect of, the American Heart Association and the advisory board of the University of Chicago George Schulz Innovation Fund. Mr. Shapiro holds a B.S. in accountancy from the University of Illinois Urbana-Champaign and a J.D. from the University of Chicago Law School. We believe that Mr. Shapiro is qualified to serve as a member of our Board of Directors because of his extensive finance background, including service as a Chief Financial Officer of a public company, his experience as a director of a public company, and his knowledge of our industry. The following Class II directors’ terms will continue until the 2026 annual meeting of stockholders: Demetrios L. Kouzoukas. Demetrios L. Kouzoukas has served as a member of our Board of Directors since April 2021. Since April 2022, he has served as a Partner and Principal of Team8 Partners, a venture capital firm focused, in part, on cybersecurity, data and fintech, and he holds various positions with several affiliated Team8 entities. Prior to joining our Board, from February 2017 until January 2021, Mr. Kouzoukas served as the Director of the Center for Medicare and the Principal Deputy Administrator of the Centers for Medicare and Medicaid Services. Previously, from 2012 to 2016, Mr. Kouzoukas served as General Counsel of the Medicare and Retirement business of UnitedHealthcare, a health insurance company. Prior to UnitedHealthcare, from 2003 to 2009, Mr. Kouzoukas was Principal Associate Deputy Secretary of the U.S. Department of Health and Human Services ("HHS"), with responsibility for regulatory policy across HHS, and Deputy General Counsel. In 2014, Mr. Kouzoukas was appointed a Public Member of the Administrative Conference of the United States. Mr. Kouzoukas holds a B.A. in political science and public policy from the George Washington University and a J.D. from the University of Illinois College of Law. We believe that Mr. Kouzoukas is qualified to serve as a member of our Board of Directors because of his in-depth regulatory healthcare background, his experience as general counsel of a division of a health insurance company and his knowledge of our industry. Andrew Toy. Andrew Toy has served as our Chief Executive Officer since January 1, 2023, and as a member of our Board of Directors since November 2018. Prior to becoming Chief Executive Officer, he had served as our President since March 2019. He previously also served as our Chief Technology Officer from February 2018 to February 2022. Prior to joining Clover Health, from May 2014 to February 2018, Mr. Toy was at Google LLC, a multinational technology company. He worked on the Google Cloud team where he was responsible for Developer Platform and Intelligence features, and led Android for Work, the enterprise platform for Android. Mr. Toy joined Google as a result of the May 2014 acquisition of Divide, a company focused on creating a split between work and personal data on mobile devices From January 2010 through its acquisition, Mr. Toy was the Chief Executive Officer, a director and co-founder of Divide. Mr. Toy holds a B.S. and an M.S. in computer science from Stanford University, where he has also served as an associate lecturer from June 2000 to April 2001. We believe that Mr. Toy is qualified to serve as a member of our Board of Directors due to the perspective and experience he brings as Clover Health's current Chief Executive Officer and former President and Chief Technology Officer, and due to his extensive experience overseeing technology and analytics and serving in leadership positions at other companies.

  5. ITEM 1. ELECTION OF DIRECTORS

    ITEM 1. ELECTION OF DIRECTORS The first proposal in this Proxy Statement is the election of nominees Chelsea Clinton, Carladenise Armbrister Edwards and Vivek Garipalli as Class III directors to our Board. If elected, the nominees will serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified. All Class I and Class II directors will continue in office until the expiration of their terms at the 2025 and 2026 annual meetings of stockholders, respectively. A nominee for director shall be elected to the Board by a plurality of the votes cast in respect of the shares of common stock present virtually or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. A plurality vote requirement means that the director nominees with the greatest number of votes cast, even if less than a majority, will be elected. The number of directors constituting the entire Board of Directors is currently fixed at eight. Our amended and restated certificate of incorporation provides that our Board of Directors is divided into three classes. One class of directors is elected at each annual meeting of stockholders to serve until the third succeeding annual meeting of stockholders and until their respective successors have been duly elected and qualified. The Board expects each nominee to be available for election. If any nominee should become unavailable to serve as a director for any reason prior to the Annual Meeting, the Board may substitute another person as a nominee. In that case, any shares you vote via proxy will be voted for that other person. THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF THE NOMINEES FOR DIRECTOR. The biographies of each of the nominees named above contain information regarding the nominee's service as a director, business experience, public company director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and the Board to determine that the person is qualified to serve as a director of the Company.

  6. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION

  7. Director Compensation

    Director Compensation

  8. 2023 Outside Director Compensation Policy

    2023 Outside Director Compensation Policy Our director compensation policy, as most recently amended and restated on June 21, 2023 (the "Director Compensation Policy"), governs our non-employee director compensation. The Director Compensation Policy is designed to align the interests of our outside directors with the interests of our stockholders through grants of equity awards that vest over time. Additionally, the Director Compensation Policy is designed to attract and retain high quality outside directors by providing each outside director with a competitive compensation package that includes annual cash retainers, payable quarterly, in addition to annual equity grants. The Director Compensation Policy is designed to provide each outside director with the appropriate amount of compensation based on the roles he or she serves, with additional cash retainers payable for service on committees and higher cash retainers for service as a chairperson of our committees and for service as the lead independent director of our Board. Under the Director Compensation Policy our Board has the flexibility to award discretionary equity grants for service that exceeds standard expectations of an outside director or for other circumstances determined to be appropriate by the Board. In addition, under the Director Compensation Policy, we will reimburse our outside directors for reasonable expenses incurred in connection with their attendance at Board or committee meetings. The Director Compensation Policy is reviewed by our Board periodically and may be amended from time to time. During the year ended December 31, 2023, the outside directors eligible to receive compensation under the Director Compensation Policy were Chelsea Clinton, Demetrios L. Kouzoukas, William G. Robinson, Jr., Lee A. Shapiro, Carladenise Armbrister Edwards and Anna U. Loengard. Neither Mr. Garipalli nor Mr. Toy received any compensation under the Director Compensation Policy for his service as a director in fiscal year 2023, due to each having status as an employee of the Company. Cash Compensation in 2023 The policy provides for the following annual cash retainers, which are payable quarterly in arrears and pro-rated for partial quarters of service: Annual Board Member Service Retainer •All Outside Directors: $50,000 •Outside Director serving as Chairperson: $50,000 (in addition to above) •Outside Director serving as Lead Independent Director: $30,000 (in addition to above) Annual Committee Member Service Retainer •Member of the Audit Committee: $10,000 •Member of the Talent and Compensation Committee: $7,500 •Member of the Nominating and Corporate Governance Committee: $5,000 •Member of the Clinical Committee: $5,000 Annual Committee Chair Service Retainer (in lieu of the Annual Committee Member Service Retainer) •Chairperson of the Audit Committee: $25,000 •Chairperson of the Talent and Compensation Committee: $20,000 •Chairperson of the Nominating and Corporate Governance Committee: $15,000 •Chairperson of the Clinical Committee: $15,000 Equity Grants in 2023 Under the Director Compensation Policy, each outside director is automatically granted restricted stock units ("RSUs") on the third business day of January, each year, with a value equal to $200,000. The number of RSUs granted is determined by the Talent and Compensation Committee in the same manner that is used by the Company for determining other value-based equity grants, and such calculation policy currently provides for the award value to be divided by the 30-trading day average closing price of a share of the Company’s Class A common stock ending on the trading day prior to the date of grant. As a result, the number of RSUs granted to the outside directors for their annual grant will differ from year to year due to fluctuations in the relevant average closing price of a share of the Company’s Class A common stock. Each annual RSU grant vests in full on the first anniversary of the grant date based on continuous service on the Board. In addition, when an outside director initially joins the Board, the outside director automatically receives an initial RSU grant with a value equal to $200,000, pro-rated based on the effective date of the outside director’s appointment to the Board if the effective date is other than January 1st. Each initial RSU grant vests in full on the first anniversary of the grant date based on continuous service on the Board. If an outside director remains in service on the Board until immediately prior to the closing of a "change in control" (as defined in our 2020 Equity Incentive Plan (the "2020 Equity Plan")), the unvested portion of any RSU award granted to the outside director under the Director Compensation Policy will vest in full immediately prior to and contingent upon the consummation of that change in control. Pursuant to its authority to make additional grants under the Director Compensation Policy, on March 16, 2023, our Board and our Talent and Compensation Committee approved a grant of RSUs to Demetrios L. Kouzoukas, with a value of $30,000, in recognition of the time Mr. Kouzoukas’ has served on our Board and his service as lead independent director of our Board. The grant was made upon the opening of the Company’s trading window on May 15, 2023.

  9. Director Compensation Table for Fiscal Year 2023

    Director Compensation Table for Fiscal Year 2023 The following table contains information concerning the compensation of our directors for the year ended December 31, 2023, excluding Andrew Toy (for information on Andrew Toy’s compensation for the year ended December 31, 2023, please see the Summary Compensation Table later in this Proxy Statement):

  10. Director Compensation Table for Fiscal Year 2023

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | All Other Compensation ($) | Total ($) | | Chelsea Clinton | 78,125 | 168,425(3) | — | 246,550 | | Carladenise Armbrister Edwards | 81,875 | 168,425(3) | — | 250,300 | | Demetrios L. Kouzoukas | 116,250 | 203,912(4) | — | 320,162 | | Anna U. Loengard | 79,375 | 168,425(3) | — | 247,800 | | William G. Robinson, Jr. | 100,000 | 168,425(3) | — | 268,425 | | Lee A. Shapiro | 112,500 | 168,425(3) | — | 280,925 | | Vivek Garipalli | — | —(5) | — | — |

  11. Director Compensation Table for Fiscal Year 2023

    (1) Represents the aggregate grant date fair value of RSU awards granted computed in accordance with FASB ASC Topic 718, as discussed in Note 16 to our Consolidated Financial Statements included in the Company's 2023 Form 10-K, which may vary from the grant value set forth in the Director Compensation Policy due to the rounding of the number of RSUs granted to a whole number of shares. Note that the amounts reported in this column reflect the accounting value for the RSU awards and may not correspond to the actual economic value that may be received by the director from the award. (2) Our directors who served in fiscal year 2023, excluding Andrew Toy, held the following number of unexercised stock options and unvested RSUs as of December 31, 2023:

  12. Director Compensation Table for Fiscal Year 2023

    | Name | Options Outstanding | Unvested Restricted Stock Units Outstanding as of December 31, 2023 | | Chelsea Clinton | 685,690 | 176,991 | | Carladenise Armbrister Edwards | — | 176,991 | | Demetrios L. Kouzoukas | — | 213,576 | | Anna U. Loengard | — | 176,991 | | William G. Robinson, Jr. | — | 176,991 | | Lee A. Shapiro | — | 176,991 | | Vivek Garipalli | — | 22,763,840(5) |

  13. Director Compensation Table for Fiscal Year 2023

    (3) Represents the aggregate grant date fair value of 176,991 RSUs granted on January 3, 2023, which vested in full on January 3, 2024. (4) Represents the aggregate grant date fair value of 176,991 RSUs granted on January 3, 2023, which vested in full on January 3, 2024, and 36,585 RSUs granted on May 15, 2023, which vest in full on May 15, 2024. (5) Mr. Garipalli previously served as our Chief Executive Officer through December 31, 2022, and was granted equity awards in 2021 and 2020 while serving as Chief Executive Officer. Mr. Garipalli was not granted any equity awards in 2022, and Mr. Garipalli holds 10,028,095 RSUs that vest in three remaining installments on January 10, 2024, 2025, and 2026, and holds 12,735,745 hybrid PRSUs. The hybrid PRSUs vest if both the service and performance requirements are met. The service requirement will be satisfied in five equal annual installments on January 7, 2022, January 7, 2023, January 7, 2024, January 7, 2025, and January 7, 2026. The performance requirement will be satisfied upon the Company's reaching and maintaining for 90 consecutive calendar days a certain stock price milestone within five years of January 7, 2021.

  14. Elements of Compensation

    | Element | Form | Objectives and Basis | | Base Salary | Cash/Fixed | Attract and retain highly qualified executives to drive our success. | | Annual Incentive Bonuses | Cash/Variable | Drive short-term Company performance. Target bonus amount set as a percentage of base salary earned. Actual payout based on aggregate funding of bonus pool pursuant to the achievement of specified Company operating goals and Talent and Compensation Committee discretion. Additional discretion to modify up to 20% of individual bonus payments on basis of individual performance evaluation. No payout occurs if the Company does not achieve operating goals at a minimum of 50% of target, and payout amounts are capped at 150% of target when maximum performance level is achieved (or exceeded). | | Equity Awards | Performance-Based RSUs ("PRSUs") and Time-Based RSUs/Variable | Annual and special long-term incentive grants drive long-term Company performance, align the interests of our executives with those of our stockholders, retain executives through long-term vesting conditions and performance goals tied to the Company’s business strategies, as applicable. RSUs are often granted at the time of hire as part of a sign-on inducement, or in the case of promotion, or, from time to time, as part of our general compensation program. RSUs typically vest between two and four years, subject to continued service with us. All RSUs and PRSUs become more valuable as our stock price increases, which aligns our NEOs' interests with those of our stockholders. |

  15. Elements of Compensation

    | Management Incentive Plan | Cash/Variable | Special cash-based long-term incentive program designed to complement the PRSUs granted in October 2023. The program is designed to motivate and retain management team members by dividing the bonus opportunity into two annual measurement periods, followed by an additional one-year of time-based vesting. Use of a cash-based program limits stockholder dilution and preserves our equity plan share reserve for the larger employee population. | | Other Executive Benefits | Limited (See "Other Executive Benefits" below) | Provide for the safety and wellness of our executives and offer competitive and market-standard benefits generally available to all employees. |

  16. Fiscal Year 2023 Incentive Bonuses

    Fiscal Year 2023 Incentive Bonuses In fiscal year 2023, the Company operated a cash bonus program for the period from January 1, 2023 to June 30, 2023, with the goal of aligning employee performance with the Company’s near-term financial and operating objectives. This "stub period" bonus provided cash incentives for the first half of fiscal year 2023 in order to facilitate the Company’s transition to a new annual bonus cycle for all eligible employees of July to June of each fiscal year, with the first such period beginning July 2023. Our Talent and Compensation Committee made the decision in December 2022 to move the performance period of our annual bonus program to better align with the calendar of the Company’s key operating and strategic objectives, including, in particular, to align with the annual Medicare advantage business cycle. Bonuses for the stub period were paid in the October 2023, and were determined based on the achievement of Company performance against two equally-weighted pre-determined performance metrics of Insurance MCR (as defined below) and Adjusted SG&A, the performance goals for which were set by our Talent and Compensation Committee in December 2022. The same metrics were selected by the Talent and Compensation Committee for the new July 2023 to June 2024 performance cycle, and target goals were set in September 2023. It is anticipated that the new cycle’s bonus amounts, if any, will be paid in the third quarter of 2024, following our Talent and Compensation Committee’s determination of the achievement of Company performance. Generally, for both the stub period bonus period and the annual bonus period, an executive is eligible to earn up to 150% of his or her target bonus amount for that period based on the Company’s performance against each of the stated metrics and the Talent and Compensation Committee has discretion to adjust up to 20% of each executive’s bonus based on individual performance. Stub Bonus Achievement As stated above, in December 2022, our Talent and Compensation Committee decided the performance metrics for the stub performance period would be GAAP MA MCR ("Insurance MCR") and Adjusted SG&A, weighted equally, and set the performance goals for each, as described below. Each NEOs stub period bonus was generally determined on the basis of half of his or her annual target bonus amount, as follows:

  17. Fiscal Year 2023 Incentive Bonuses

    | Name | Stub Period Target Cash Bonus (as % of Salary January 2023 - June 2023) | | Andrew Toy | 50.0% | | Scott J. Leffler(1) | 37.5% | | Jamie L. Reynoso | 37.5% | | Karen Soares(2) | 20.0% | | Brady Priest | 37.5% |

  18. Fiscal Year 2023 Incentive Bonuses

    (1) Mr. Leffler was eligible in the normal course for the stub period bonus. (2) Ms. Soares’ stub period bonus was determined based on her pre-promotion annual target bonus opportunity of 40%. The 2023 stub bonus metrics included: •Insurance MCR: This is the medical care ratio for our Medicare Advantage plans. Insurance MCR, as it is called in our financial statements, is defined as total net medical claims incurred divided by premiums earned, net, calculated in accordance with GAAP. Insurance MCR is an indicator of the profitability of our Medicare Advantage plans and considered to be a key indicator of our business’ success. •Adjusted SG&A: Adjusted salaries and benefits plus general and administrative expenses ("Adjusted SG&A"), a non-GAAP financial measure, is defined by the Company as total SG&A less stock-based compensation expense, less non-recurring legal expenses and settlements, less expenses attributable to Seek Insurance Services, Inc., and Character Biosciences, Inc. We believe that Adjusted SG&A provides management, investors, and others a useful view of our operating spend as it excludes non-cash, stock-based compensation expenses, as well as expenses related to investments that management believes do not reflect the Company's core operations. In addition, Adjusted SG&A, as a percentage of revenue, can be used by management, investors and others to measure operational leverage as revenue scales. For these reasons, we believe that Adjusted SG&A represents an important metric in measuring Company performance. The table below sets forth the established threshold, target, and maximum performance levels and applicable payout amounts for the stub period bonuses for each metric (with the achievement percentage, subject to linear interpolation between these levels):

  19. Fiscal Year 2023 Incentive Bonuses

    | Funding Level | Insurance MCR Achievement | Adjusted SG&A Achievement | | 0% Funding | Above 89% | Above $156M | | 50% Funding | 89% | $156M | | 75% Funding | 88% | $153M | | 100% Funding | 87% | $149M | | 150% Funding | 85% | $142M | | 150% Funding | Below 85% | Below $142M |

  20. Fiscal Year 2023 Incentive Bonuses

    In October 2023, the Talent and Compensation Committee certified that the Company achieved an Insurance MCR of 81.9% which equates to a funding level of 150% of target, and an Adjusted SG&A of $150M, which equates to a funding level of 96% of target. On a combined basis, with the equal weighting of both metrics, these outcomes would result in a funding level of 123% of target. After review of the foregoing and consideration of a variety of factors, including the Company’s desire to fund bonuses to a broad range of other employees and recognize high performing non-executives, our Talent and Compensation Committee determined to award the NEOs’ bonuses at the level of 115% of target, other than for Ms. Soares. Ms. Soares, who was at that time serving in her capacity as Deputy General Counsel and was not an executive officer, received a bonus of approximately 128% of her target. July 2023 - June 2024 Annual Incentive Bonuses As stated above, our annual incentive bonus period has been shifted to begin in July and end in June of the following fiscal year, with the first annual period beginning July 2023 and ending July 2024. The metrics for this period continue to be Insurance MCR and Adjusted SG&A. Given that the performance period for this bonus cycle remains ongoing, information regarding the target goals and outcomes will be provided next year. The target bonus percentage applicable for the July 2023- June 2024 performance cycle for each of our NEOs are as follows:

  21. Fiscal Year 2023 Incentive Bonuses

    | Name | Target Annual Cash Bonus (as % of Salary July 2023 - June 2024) | | Andrew Toy | 100% | | Scott J. Leffler(1) | —% | | Jamie L. Reynoso | 75% | | Karen Soares | 75% | | Brady Priest | 75% |

  22. Fiscal Year 2023 Incentive Bonuses

    (1) In light of his resignation in December 2023, and subsequent departure in January 2024, Mr. Leffler is not eligible to receive a bonus for the period July 2023 to June 2024.

  23. NEO Equity Awards

    NEO Equity Awards We structure our NEO equity awards to maximize retention value and emphasize incentive value in light of each NEO’s total compensation package. Our Talent and Compensation Committee considers a variety of factors in determining what equity awards, if any, to grant to each NEO, and the form of equity of such awards, including each NEO's: role, responsibilities, past performance, future potential, current level of stock ownership, amount of unvested equity holdings, and individual performance, as well as the market data of the Company’s peer group. Pursuant to this end, in fiscal year 2023 the Talent and Compensation Committee awarded equity awards (1) in connection with Mr. Toy’s promotion to CEO in the form of RSUs (pursuant to his employment agreement), (2) to Ms. Reynoso in the form of PRSUs to provide her with additional incentives tied to Company performance, (3) to Ms. Soares in connection with her promotion to General Counsel in the form of RSUs, and (4) to all of the NEOs, other than Mr. Toy, in connection with the annual review of compensation packages by our Talent and Compensation Committee in the form of RSUs and PRSUs. Equity grant determinations in fiscal year 2023 also reflect the realities of the available share pool, share price pressure, and dilution considerations. An overview of each of these equity awards is included below. Equity Awards for Andrew Toy On January 1, 2023, we granted Mr. Toy 743,513 RSUs as the second part of his promotional RSU award, the first half having been granted in August 2022. The RSUs vested as to 25% on the first anniversary of the date of grant, and the remaining RSUs vest in quarterly installments thereafter, subject to Mr. Toy’s continued service. Due to this RSU grant, and his other equity grants in fiscal years 2022 and 2021, Mr. Toy was not granted any other new equity awards in fiscal year 2023. In 2021 in connection with the January 7, 2021, business combination between the Company and Social Capital Hedosophia Holdings Corp III (the "Business Combination"), we granted hybrid PRSUs to Mr. Toy. The PRSUs vest if both service and performance requirements are met. The service requirement will be satisfied in five equal annual installments on the anniversaries of the grant date, subject to continued service with the Company, and the performance requirement will be satisfied upon the Company’s reaching certain stock price milestones (ranging from $20-$30 per share and the applicable milestone price must be maintained for 90 consecutive calendar days) within five years of January 7, 2021. For a description of the change in control and severance provisions related to Mr. Toy’s PRSU grants in fiscal year 2021, please see "—Potential Payments Upon Termination or Change in Control" below. Equity Awards for Other NEOs In March 2023 we granted Jamie L. Reynoso PRSUs featuring two performance metrics (Insurance MCR and Adjusted SG&A) that can result in up to 150% of the granted number of PRSUs being earned, depending on the level of performance. These PRSUs will vest as to one third of the portion of the earned PRSU on the date the Talent and Compensation Committee measures such performance achievement, and the remaining portion of the earned PRSUs vest in two equal installments on the first day of the two fiscal years following the certification date, subject to Ms. Reynoso’s continued service through each vesting date. In October 2023, we granted each of our NEOs, excluding Mr. Toy, RSUs (the "October RSUs") and PRSUs (the "October PRSUs") in connection with his or her annual review, as part of the annual equity program for executive officers. As discussed above, our Talent and Compensation Committee decided not to grant Mr. Toy additional RSUs in October because of the RSUs he was granted in January 2023 in connection with his promotion to Chief Executive Officer and his other equity grants in fiscal years 2022 and 2021. The October RSUs will vest 50% on the first anniversary of the date of grant, and then in quarterly installments thereafter. The performance metrics for the October PRSUs are based on the achievement of two performance metrics -- Cash at Parent Entity (known as "CAPE") and Total MA Revenue -- measured at June 30, 2024. CAPE measures cash, cash equivalents and investments as reported on a GAAP basis for the parent entity of the Company and its unregulated subsidiaries (subject to adjustments for purposes of attainment based on non-operating activities during the measurement period, such as activities relating to financing, investments, acquisitions, and divestitures). By using CAPE as one of our performance metrics for these PRSUs, we intend to align employee performance with several of our Company’s near-term financial and operating priorities. This new measure is weighted equally with Total MA Revenue. MA Revenue is the amount received, or to be received, for insurance policies written by us during a specific period of time less the earned portion that is ceded to third-party reinsurers under our reinsurance agreements. The October PRSUs will vest as to one half on the date the Talent and Compensation Committee measures such performance achievement, and the remaining portion of the PRSUs will vest on the anniversary of such date. In connection with Karen Soares’ promotion to General Counsel in October 2023, we granted her additional RSUs and PRSUs with her annual 2023 grants, as described above. Mr. Leffler received grants of October RSUs and October PRSUs, as described above, but in connection with his resignation in December 2023, those awards were unvested at the time of his departure in January 2024, and therefore were forfeited. For a description of the change in control and severance provisions related to our NEO’s RSU and PRSU grants in 2023, please see "—Potential Payments Upon Termination or Change in Control" below.

  24. Special Cash MIP Program

    Special Cash MIP Program In October 2023 we established a cash management incentive program ("Cash MIP"), designed in recognition of stockholder dilution considerations and equity plan share reserve constraints, to motivate and retain management team members and complement the October PRSU grants. Under this program, each NEO, excluding Mr. Toy, was granted a target cash award that will be paid, if earned, in three installments, based on the level of achievement of the same metrics as the October PRSUs (CAPE and Total MA Revenue), over two measurement periods. The first third and second third of the bonus will be measured for one-year period ending June 30, 2024 and June 30, 2025, respectively, with payment, if any, ranging from zero to 150% of that installment’s target amount, depending on the performance outcome. The third installment will be calculated as the average of the payments awarded for the first two installments, payable at June 30, 2026. Each payment is subject to our NEO’s continued service through such payment date. Similar to the annual equity grants for 2023, Mr. Toy did not receive a Cash MIP grant in light the equity awards granted to him in connection with his promotion to CEO and those granted in 2021 and 2020. The Target payouts under the Cash MIP, over three years, for each eligible NEO are as follows:

  25. Special Cash MIP Program

    | Name | Cash MIP First Target Payout ($) | Cash MIP Second Target Payout ($) | Cash MIP Third Target Payout ($) | | Andrew Toy | — | — | — | | Scott J. Leffler(1) | — | — | — | | Jamie Reynoso | 500,000 | 500,000 | 500,000 | | Karen Soares | 333,333 | 333,333 | 333,333 | | Brady Priest | 366,666 | 366,666 | 366,666 |

  26. Special Cash MIP Program

    (1) In light of his resignation in December 2023, and subsequent departure in January 2024, Mr. Leffler is not eligible to receive a Cash MIP award.

  27. Employment Agreements and Severance and Change in Control Benefits

    Employment Agreements and Severance and Change in Control Benefits We are party to an employment agreement with each of our NEOs, that provides each NEO with severance protections in certain circumstances following such NEO’s termination of employment by the Company (or a successor) without cause or by the NEO for good reason, whether or not in connection with a change in control. The following table generally describes the severance benefits in the employment agreements we have with our NEOs. The section of this Proxy Statement titled "Potential Payments upon Termination or Change in Control" discusses each NEO’s severance benefits in more specific detail.

  28. Employment Agreements and Severance and Change in Control Benefits

    | Termination and Change in Control Protections | | | | Philosophy | Considerations | Terms | | Attract and Retain Executives: Intended to ease an NEO's transition due to an unexpected employment termination or retirement. Retain and encourage our NEOs to remain focused on our business and the interests of our stockholders when considering strategic alternatives that may involve a change in control. | The employment of our NEOs is "at will," meaning we can terminate them at any time and they can terminate their employment with us at any time. Arrangements should be designed to: (i) provide reasonable compensation to executive officers who leave the Company under certain circumstances to facilitate their transition to new employment and (ii) require a departing executive officer to sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation payments or benefits. | Agreements with Certain NEOs: Provide for certain cash payments, and/or the vesting of certain equity awards and COBRA benefits, in the event there is an involuntary separation of employment under various circumstances, subject to the execution of a release of claims. Generally, provide for accelerated vesting of equity awards upon a change in control if the recipient is terminated within a certain period of time following the change in control by the acquiring entity in connection with the change in control under specified circumstances, subject to the execution of a release of claims. | | Align Interests with Stockholders: Mitigate any potential employer liability and avoid future disputes or litigation. | "Double-trigger" provisions preserve morale and productivity, and encourage executive retention in the event of a change in control. These provisions are considered typical components of compensation programs for executive officers among our fiscal year 2023 peer group. | |

  29. Equity Grant Policy

    Equity Grant Policy Our equity awards typically vest over a number of years, and may have performance vesting conditions as well as time vesting requirements. As such, this compensation is subject to higher risk than cash compensation and subject to forfeiture if employees leave their position prior to vesting, which, in the Talent and Compensation Committee’s view, motivates our executive officers and other employees to remain employed and to take actions that will benefit us and our stockholders over the long term. Equity awards for our executive officers are typically granted pursuant to a formula based on a specified dollar amount, with the number of RSUs for each RSU and PRSU grant, as applicable, determined by dividing the dollar amount by the closing market price of our stock for a specified period through the grant date. Typically, annual awards for executive officers are granted as a mix of RSUs and PRSUs, while new-hire awards for executive officers are typically structured as RSUs in order to promote the new executive’s share ownership and align interests with those of our stockholders. In addition, the Talent and Compensation Committee has delegated authority to our CEO and Chief Financial Officer to make new hire and promotion grants, within certain parameters, to employees at the vice president level and below. All other equity grants must be approved by our Talent and Compensation Committee or our Board.

  30. Our Compensation-Setting Process

    Our Compensation-Setting Process Role of Talent and Compensation Committee Our Talent and Compensation Committee works closely with its independent consultant and meets regularly, including in executive sessions without members of management present, to make decisions about the compensation of our CEO and other executive officers. Our Talent and Compensation Committee reviews a variety of market data and information, including Company, peer company and industry compensation information, and considers the recommendations of its independent consultant when making compensation decisions. The committee chairperson reports the actions of the committee to the Board. The responsibilities of our Talent and Compensation Committee include, among other things, reviewing and approving (or making recommendations to the Board, as applicable, regarding): •overall compensation strategy; •amounts and forms of executive compensation, including base salary, incentive compensation and equity-based compensation; •goals and objectives to be considered in determining the compensation of the CEO and other executive officers; •annual and long-term incentive plans and benefit plans; •compensation risk assessment; •overall equity pool planning; •Board of Directors compensation; •annual proxy disclosure/CD&A disclosure; and •compensation peer group Role of Independent Compensation Consultant Our Talent and Compensation Committee generally retains an independent compensation consultant to help understand competitive compensation levels and incentive designs. The independent compensation consultant is solely hired by, and reports directly to, the Talent and Compensation Committee. The Talent and Compensation Committee has sole authority to retain and terminate the independent compensation consultant. At our Talent and Compensation Committee's discretion, the independent compensation consultant: •provides independent advice to the committee on current trends and best practices in compensation design; •advises on plans or practices that may improve the effectiveness of our compensation program; •attends committee meetings; •assists the committee in determining peer companies and evaluating compensation proposals; and •conducts compensation-related research. In making 2023 compensation decisions, our Talent and Compensation Committee retained Aon, plc, specifically the Human Capital Practice ("Aon") to assist with designing and reviewing our executive compensation programs and understanding executive compensation trends and best practices in compensation design. Our Talent and Compensation Committee has analyzed and determined that the work of Aon, as a compensation consultant, has not created any conflict of interest and that Aon is independent under applicable Nasdaq listing standards. Role of Management Our NEOs do not set their own compensation, nor are they present when the Talent and Compensation Committee establishes their specific individual compensation. Our CEO will provide an evaluation of each other NEO's performance to the Talent and Compensation Committee and will make recommendations regarding the base salary, target annual incentive bonuses and equity awards for executive officers other than himself. Our CEO's recommendations, for each other NEO, are considered by our Talent and Compensation Committee, which makes its own ultimate determinations as to the compensation of the NEOs. Our human resources department provides additional analysis and guidance as requested by the Talent and Compensation Committee related to NEO compensation, including the following: •developing, summarizing, and presenting information and analyses to enable the Talent and Compensation Committee to execute its responsibilities, as well as addressing specific requests for information from the Talent and Compensation Committee; •attending Talent and Compensation Committee meetings, as requested, to provide information, respond to questions, and otherwise assist the Talent and Compensation Committee; and •assisting the CEO in making preliminary recommendations of base salary structure and cash and equity incentive awards for the other executive officers Peer Group In fiscal year 2023, the primary peer group used to inform our Talent and Compensation Committee of pay decisions and practices remained the same as the group used in fiscal year 2022 and included:

  31. Our Compensation-Setting Process

    | Primary Peer Group Companies | | | 1Life Healthcare* | Oak Street Health** | | Alarm.com | Omnicell | | Dropbox | Progyny | | eHealth | SelectQuote | | Evolent Health | Stitch Fix | | GoHealth | Tabula Rasa HealthCare*** | | Guidewire Software | Teladoc Health | | HealthEquity | Veradigm (formerly known as Allscripts) | | Lemonade | |

  32. Our Compensation-Setting Process

    *Acquired by Amazon in February 2023. **Acquired by CVS in May 2023. ***Acquired by ExacCare in October 2023. The peer group companies were chosen based on, among other things, (i) industry, including healthcare and technology companies, (ii) revenue, (iii) revenue growth, (iv) market cap, (v) market cap as a multiple of revenue, and (vi) headcount. In 2023, our Talent and Compensation Committee reviewed our peer group, and decided to refresh our peer group for fiscal year 2024. The Talent and Compensation Committee has subsequently approved a new peer group for use in fiscal year 2024.

  33. Compensation Risk Assessment

    Compensation Risk Assessment Our Talent and Compensation Committee has assessed our compensation philosophy and objectives, and the forms of compensation and benefits for all employees, including our executive officers, and has concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. Our Talent and Compensation Committee believes that the design and objectives of our executive compensation program provide an appropriate balance of incentives for our NEOs, thereby discouraging them from taking inappropriate risks. Among other things, our executive compensation program includes the following design features: •a balanced mix of cash and equity, as well as appropriately balanced fixed (base salary) and variable (cash incentives and equity-based awards) compensation; •a mix of short-term and long-term incentives, with short-term incentives currently representing a lower proportion of the total mix; •an incentive compensation clawback policy that requires us to recoup certain incentive compensation paid to our executive officers in the event of an accounting restatement or breach of company policy or legislation; •an executive minimum stock ownership policy that helps ensure that the interests of our executive officers are aligned with those of our stockholders; •cash and equity incentives based on achieving Company performance objectives; •caps on annual cash incentive payouts; •general alignment with prevalent low-risk pay practices; •policies prohibiting hedging and pledging of Clover stock by our employees, officers or directors. The information contained in the following report of the Talent and Compensation Committee is not considered to be "soliciting material," "filed," or incorporated by reference in any past or future filing by the Company under the Securities Exchange Act of 1934 or the Securities Act of 1933 unless, and only to the extent that, the Company specifically incorporates it by reference.

  34. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation of the 2023 NEOs for each of the last three or fewer fiscal years during which such individuals were executive officers:

  35. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($) (4) | Non-Equity Incentive Plan Compensation ($) (5) | All Other Compensation ($)(6) | Total Compensation ($) | | Andrew Toy, Co-Founder and Chief Executive Officer (7) | 2023 | 700,000 | — | 9,048,230 | — | 396,971 | 9,500 | 10,154,701 | | | 2022 | 500,000 | — | 9,163,245 | — | 500,000 | 8,231 | 10,171,476 | | | 2021 | 450,000 | 200 | 141,449,617 | — | 79,200 | 8,490 | 141,987,507 | | Scott J. Leffler, Chief Financial Officer (8) | 2023 | 500,000 | 50,000 | 635,534 | — | 215,625 | 1,692 | 1,402,851 | | | 2022 | 211,538 | 50,000 | 13,109,242 | — | 158,654 | — | 13,529,434 | | Jamie L. Reynoso, Chief Executive Officer of Medicare Advantage (9) | 2023 | 486,539 | — | 1,789,264 | — | 204,844 | 14,197 | 2,494,844 | | | 2022 | 440,385 | — | 2,147,106 | — | 330,289 | 12,095 | 2,929,875 | | | 2021 | 411,539 | 200 | 2,586,747 | — | 43,459 | 6,539 | 3,048,484 | | Karen Soares, General Counsel and Corporate Secretary (10) | 2023 | 402,404 | — | 953,300 | — | 101,706 | 9,087 | 1,466,496 | | Brady Priest, Chief Executive Officer of Home Care (11) | 2023 | 453,847 | — | 699,086 | — | 194,063 | — | 1,346,996 | | | 2022 | 199,039 | — | 4,186,440 | — | 149,279 | — | 4,534,758 |

  36. Summary Compensation Table

    (1)Amounts in this column represent base salary earned in 2023 and include any midyear adjustments. (2)Amounts reported for Mr. Leffler reflect the sign-on bonus paid in 2022 and 2023 in connection with the commencement of his employment with the Company. The amounts reported for Mr. Toy and Ms. Reynoso reflect an employee appreciation bonus received in 2021. (3)Represents the aggregate grant date fair value of PRSU and RSU awards granted computed in accordance with FASB ASC Topic 718, as discussed in Note 16 to our Consolidated Financial Statements included in the Company's 2023 Form 10-K. Note that the amounts reported in this column reflect the accounting value for the PRSU and RSU awards and may not correspond to the actual economic value that may be received by the NEO from the award. See the "Grants of Plan-Based Awards for the Year Ended December 31, 2023" table for more information on awards. For the PRSUs granted in 2023, if the highest level of performance is achieved for all performance metrics, the grant date fair values would be: Mr. Leffler - $381,320, Ms. Reynoso - $1,320,652, Ms. Soares - $571,981, and Mr. Priest - $419,452. (4)No stock options were granted to the NEOs in 2023, 2022, or 2021. (5)Represents cash bonuses paid pursuant to the Company’s 2023 stub period bonus program (with the performance period January 1, 2023 – June 30, 2023). See “Fiscal Year 2023 Incentive Bonuses” above for more information on the stub period bonuses. Amounts paid in respect of the new annual bonus cycle (July 2023 – June 2024), if any, will be reportable in the Summary Compensation Table reporting compensation for the Company’s fiscal year 2024. While incentive awards were also granted as part of the Cash MIP that includes performance conditions similar to the October PRSUs, for which the grant date fair value is included in the reported amounts above in the "Stock Awards" column, the value of the target Cash MIP awards are not included in the Summary Compensation Table reporting compensation for the Company’s fiscal year 2023 due to the difference in the timing of reporting cash bonus amounts under the SEC’s disclosure rules. Amounts paid as a result of sufficient performance under the Cash MIP, if any, will be reportable in the "Non-Equity Incentive Plan Compensation" column in the year the cash amounts are considered earned. (6)Represents the Company’s employer contributions to our 401(k) plan. (7)Mr. Toy was appointed to the role of Chief Executive Officer on January 1, 2023. (8)Mr. Leffler served in the role of Chief Financial Officer until his departure from the Company on January 26, 2024. (9)Ms. Reynoso's base salary increased from $475,000 to $550,000 on October 31, 2023. (10)Ms. Soares was appointed to the role of General Counsel on October 31, 2023, and her base salary was increased to $450,000. (11)Mr. Priest's base salary was increased from $450,000 to $475,000 on October 31, 2023.

  37. Grants of Plan-Based Awards for the Year Ended December 31, 2023

    Grants of Plan-Based Awards for the Year Ended December 31, 2023

  38. Grants of Plan-Based Awards for the Year Ended December 31, 2023

    | Name | Grant Date | Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($) | | | Estimated Future Payouts Under Equity Incentive Plan Awards ($) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(10) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | | | | Andrew Toy | (1) | | — | 700,000 | 1,050,000 | | | | | | | | (2) | | — | 350,000 | 525,000 | | | | | | | | 1/01/2023(3) | | | | | | | | 9,734,513 | 9,048,230 | | Scott J. Leffler | (1)(4) | | — | 375,000 | 562,500 | | | | | | | | (2) | | — | 187,500 | 281,250 | | | | | | | | (5)(4) | | — | 1,000,000 | 1,500,000 | | | | | | | | 10/31/2023(6)(4) | 10/24/2023 | | | | — | 266,667 | 400,001 | | 254,214 | | | 10/31/2023(7)(4) | 10/24/2023 | | | | | | | 400,000 | 381,320 | | Jamie L Reynoso | (1) | | — | 394,848 | 592,271 | | | | | | | | (2) | | — | 178,125 | 267,188 | | | | | | | | (5) | | — | 1,500,000 | 2,250,000 | | | | | | | | 3/16/2023(8) | | | | | — | 530,973 | 796,460 | | 499,115 | | | 10/31/2023(6) | 10/24/2023 | | | | — | 400,000 | 600,000 | | 381,320 | | | 1/03/2023(9) | | | | | | | | 353,982 | 336,849 | | | 10/31/2023(7) | 10/24/2023 | | | | | | | 600,000 | 571,980 | | Karen Soares | (1) | | — | 278,273 | 417,410 | | | | | | | | (2) | | — | 78,750 | 118,125 | | | | | | | | (5) | | — | 1,000,000 | 1,500,000 | | | | | | | | 10/31/2023(6) | 10/24/2023 | | | | — | 400,000 | 600,000 | | 381,320 | | | 10/31/2023(7) | 10/24/2023 | | | | | | | 600,000 | 571,980 | | Brady Priest | (1) | | — | 350,976 | 526,464 | | | | | | | | (2) | | — | 168,750 | 253,125 | | | | | | | | (5) | | — | 1,100,000 | 1,650,000 | | | | | |

  39. Grants of Plan-Based Awards for the Year Ended December 31, 2023

    | 10/31/2023(6) | 10/24/2023 | — | 293,333 | 440,000 | | 279,634 | | 10/31/2023(7) | 10/24/2023 | | | | 440,000 | 419,452 |

  40. Grants of Plan-Based Awards for the Year Ended December 31, 2023

    (1) Represents possible cash incentive awards to be earned under the Company's annual cash bonus program for the new annual bonus cycle, July 1, 2023 – June 30, 2024, based 100% upon the achievement of certain performance levels with respect to Company operating metrics of Insurance MCR and Adjusted SG&A, with each metric weighted equally. The actual total incentive award could range from 0% of the NEO's target incentive amounts to 150% of the NEO's target incentive amounts if the goals are all achieved at the maximum level and employment continues through the payment date. Actual cash incentives earned for the July 1, 2023 – June 30, 2024 performance period, if any, will be reported in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table in next year’s proxy statement. See "Fiscal Year 2023 Incentive Bonuses" above for more information about these awards. (2) Represents possible cash incentive awards to be earned under the Company’s stub bonus program for the period January 1, 2023 – June 30, 2023 based 100% upon the achievement of certain performance levels with respect to Company operating metrics of Insurance MCR and Adjusted SG&A, with each metric weighted equally. The actual total incentive awards could have ranged from 0% of the NEO's target incentive amounts to 150% of the NEO's target incentive amounts if the goals were all achieved at the maximum level, pro-rated to reflect the 6-month stub period. Actual stub bonuses earned for the 2023 stub period are reported in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table above, amounts reflect amounts earned due to payroll cycle considerations. See "Fiscal Year 2023 Incentive Bonuses" above for more information about these awards. (3) Reflects the second portion of Mr. Toy’s promotional time-vesting RSUs that vest over four years, with 25% vesting on the anniversary of the grant date and the remainder vesting in twelve equal quarterly installments beginning on the date that is three months after the anniversary of the grant date. (4) In connection with his departure from the Company on January 26, 2024, Mr. Leffler forfeited his unvested outstanding equity, including the October RSU and October PRSU grants, as well as his right to receive a cash incentive award under the Company’s annual cash bonus program for the July 1, 2023 – June 30, 2024 performance cycle and his right to receive a cash incentive award under the Company’s Cash MIP. (5) Represents potential cash incentive awards to be earned under the Company’s Cash MIP, which is a three-year cash bonus program based 100% upon Company performance with respect to Company operating metrics of CAPE and Total MA Revenue, with each metric weighted equally over two measuring periods (and three payment dates). The actual total incentive award could range from 0% of the NEO’s target incentive amount to 150% of the NEO’s target incentive amount if the goals were all achieved at the maximum level and employment continues through each vesting date. See "Special Cash MIP Program" above for more information about these awards. (6) Reflects target number of PRSUs, of which 50% are eligible to vest on the date of certification of Company performance for the period July 1, 2023 – June 30, 2024 (with zero to 150% of the target number of PRSUs being considered "earned"), and the remaining 50% of the earned PRSUs vesting on October 31, 2025. (7) Reflects time-vesting RSUs that vest over 2 years, with 50% vesting on the anniversary of the grant date, and the remainder vesting in four equal quarterly installments beginning on the date that is three months after the anniversary of the grant date (8) Reflects PRSUs of which one-third was eligible to vest on September 7, 2023, based on Company performance measured as of June 30, 2023. Of the remaining two-thirds, one-third will vest on June 30, 2024, and one-third will vest on June 30, 2025. (9) Reflects time-vesting RSUs that vest over four years, with 25% vesting on the anniversary of the grant date, and the remainder vesting in twelve equal quarterly installments beginning on the date that is three months after the anniversary of the grant date.

  41. Outstanding Equity Awards at December 31, 2023

    Outstanding Equity Awards at December 31, 2023 The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each NEO as of December 31, 2023.

  42. Outstanding Equity Awards at December 31, 2023

    | Name | Grant Date | Option Awards | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Andrew Toy | 2/4/2020(4) | 5,334,515 | — | 2.23 | 2/3/2030 | — | — | — | — | | | 2/4/2020(5) | 3,669,607 | — | 5.45 | 2/3/2030 | — | — | — | — | | | 7/22/2018(5) | 631,033 | — | 1.67 | 7/21/2028 | — | — | — | — | | | 7/22/2018(5) | 3,155,168 | — | 1.67 | 7/21/2028 | — | — | — | — | | | 1/01/2023(6) | — | — | — | — | 9,734,513 | 9,247,787 | | | | | 8/08/2022(7) | — | — | — | — | 1,852,862 | 1,760,219 | — | — | | | 1/7/2021(8) | — | — | — | — | — | — | 3,582,291 | 3,403,176 | | | 1/07/2021(8) | — | — | — | — | — | — | 11,142,328 | 10,585,212 | | Scott J. Leffler | 10/31/2023(9) | — | — | — | — | 400,000 | 380,000 | | | | | 7/25/2022(10) | — | — | — | — | 3,298,934 | 3,133,987 | — | — | | | 7/25/2022(11) | — | — | — | — | 167,452 | 159,079 | — | — | | | 10/31/2023(12) | | | | | | | 266,667 | 253,334 | | Jamie L. Reynoso | 10/31/2023(9) | | | | | 600,000 | 570,000 | | | | | 1/03/2023(11) | | | | | 353,982 | 336,283 | | | | | 9/16/2022(11) | | | | | 242,933 | 230,786 | | | | | 3/14/2022(11) | | | | | 287,409 | 273,039 | | | | | 7/16/2021(13) | | | | | 110,410 | 104,890 | | | | | 10/31/2023(12) | | | | | | | 400,000 | 380,000 | | | 3/16/2023(14) | | | | | 435,045 | 413,293 | | | | | 7/16/2021(15) | | | | | 15,772 | 14,983 | | | | | 6/29/2020(16) | 51,701 | | 3.66 | 6/28/2030 | | | | | | | 7/27/2020(5) | 21,406 | | 4.67 | 7/26/2030 | | | | |

  43. Outstanding Equity Awards at December 31, 2023

    | | 7/27/2020(17) | 443,910 | 4.67 | 7/26/2030 | | | | | | Karen Soares | 10/31/2023(9) | | | | 600,000 | 570,000 | | | | | 9/15/2022(11) | | | | 138,706 | 131,771 | | | | | 2/14/2022(11) | | | | 132,188 | 125,579 | | | | | 6/15/2021(13) | | | | 18,848 | 17,906 | | | | | 4/28/2020(18) | 40,432 | 2.36 | 4/27/2030 | | | | | | | 4/28/2020(5) | 42,290 | 2.36 | 4/27/2030 | | | | | | | 6/29/2020(19) | 31,021 | 3.66 | 6/28/2030 | | | | | | | 9/26/2020(20) | 144,765 | 6.64 | 9/25/2030 | | | | | | | 6/04/2019(21) | 20,680 | 1.94 | 6/3/2029 | | | | | | | 12/12/2018(5) | 20,680 | 1.94 | 12/11/2028 | | | | | | | 10/31/2023(12) | | | | | | 400,000 | 380,000 | | Brady Priest | 10/31/2023(9) | | | | 440,000 | 418,000 | | | | | 7/18/2022(11) | | | | 1,165,254 | 1,106,991 | | | | | 10/31/2023(12) | | | | | | 293,333 | 278,666 | | | 9/13/2017(5) | 362,252 | 1.67 | 9/12/2027 | | | | | | | 8/10/2016(5) | 79,349 | 1.26 | 8/9/2026 | | | | |

  44. Outstanding Equity Awards at December 31, 2023

    (1)All of the outstanding options granted under our 2014 Equity Incentive Plan ("2014 Plan") are options to purchase shares of our Class B common stock and are immediately exercisable in light of an elective early exercise design feature of the awards. Class B common stock is convertible on a one to one basis to Class A common stock at the election of the holder or generally upon, certain specified events, and generally upon the transfer of the shares of Class B common stock. The below chart summarizes the vested and unvested shares subject to the options as of December 31, 2023. There have been no early exercises of any unvested options by the NEOs.

  45. Outstanding Equity Awards at December 31, 2023

    | Name | Grant Date | Total Number of Options | Vested Options | Unvested Options | | Andrew Toy | 2/4/2020 | 5,334,515 | 4,801,063 | 533,452 | | | 2/4/2020 | 3,669,607 | 3,669,607 | — | | | 7/22/2018 | 631,033 | 631,033 | — | | | 7/22/2018 | 3,155,168 | 3,155,168 | — | | Jamie L. Reynoso | 6/29/2020 | 51,701 | 36,191 | 15,510 | | | 7/27/2020 | 21,406 | 21,406 | — | | | 7/27/2020 | 443,910 | 296,560 | 147,350 | | Karen Soares | 4/28/2020 | 40,432 | 21,130 | 19,302 | | | 4/28/2020 | 42,290 | 42,290 | — | | | 6/29/2020 | 31,021 | 21,714 | 9,307 | | | 9/26/2020 | 144,765 | 96,510 | 48,255 | | | 6/04/2019 | 20,680 | 20,335 | 345 | | | 12/12/2018 | 20,680 | 20,680 | — | | Brady Priest | 9/13/2017 | 362,252 | 362,252 | — | | | 8/10/2016 | 79,349 | 79,349 | — |

  46. Outstanding Equity Awards at December 31, 2023

    (2)Represents the fair market value of a share of our Class A common stock on the date of grant for all stock options except for the stock option granted on February 4, 2020 to Mr. Toy for 3,669,607 shares, which represents two times the fair market value on the date of grant, each as determined by our Board. (3)RSUs and PRSUs represent the right to receive a share of the applicable class of our common stock upon vesting. Market and payout values were determined by multiplying the number of shares or units by the closing price per share of our Class A common stock of $0.95 on December 29, 2023. (4)Represents a fully exercisable stock option received in connection with the Business Combination in exchange for an option to acquire 2,579,460 shares of common stock of Legacy Clover for $4.61 per share. 4,801,063 of the shares underlying this option have vested, and the remainder of this option vests in equal monthly installments. The award includes an early exercise feature. (5)Represents a fully vested and exercisable stock option. (6)Represents the second portion of Mr. Toy’s promotional time-vesting RSU grant, which vest over 4 years, with 25% vesting on the anniversary of the date of grant, and the remainder vesting in twelve equal quarterly installments beginning on the date that is three months after the anniversary of the date of grant. (7)Represents the first portion of Mr. Toy’s promotional time-vesting RSUs that vest over 4 years, with 25% vesting on the anniversary of the grant date and the remainder vesting in twelve equal quarterly installments beginning on the date that is three months after the first anniversary of the grant date. (8)The number of underlying unvested units listed reflects satisfaction of the performance conditions for a hybrid PRSU award granted under our 2014 Plan (in respect of 3,582,291) and our 2020 Management Incentive Plan (in respect of 11,142,328) each denominated in shares of our Class B common stock. The hybrid PRSU award vests if both the service and performance requirements are met. The service requirement will be satisfied in five equal annual installments on the anniversaries of the grant date. The performance requirement will be satisfied 50% and 100% upon the Company's reaching certain stock price milestones within five years of January 7, 2021. The unit number and payout value assumes performance was achieved at the 50% level. (9)Represents RSUs that vest over 2 years, with 50% vesting on the anniversary of the grant date, and the remainder vests in four equal quarterly installments beginning on the date that is three months after the anniversary of the grant date. (10)Represents a sign-on RSU award that vests over 4 years, with 25% vesting on the first anniversary of the date of grant, and the remainder vests in twelve equal quarterly installments beginning on the date that is three months after the anniversary of the grant date. (11)Represents RSUs that vest over 4 years, with 25% vesting on the anniversary of the grant date and the remainder vests in twelve equal quarterly installments beginning on the date that is three months after the anniversary of the grant date. (12)The number of underlying unvested units listed reflects the target outcome of the performance conditions of a PRSU award granted under our 2020 Equity Plan. The PRSUs vest 50% on the date of certification based on Company performance measured from July 1, 2023 through June 30, 2024, and the remaining 50% of the PRSUs vest on October 31, 2025. (13)Represents RSUs that vest in four equal installments on each anniversary of January 7, 2021. (14)The number of underlying unvested units listed reflects a PRSU award that was earned based on performance measured as of June 30, 2023. One-third of the PRSU award vested on the date of certification, and one-third vests on each of June 30, 2024, and June 30, 2025. (15)The number of underlying unvested units listed reflects a PRSU award that was earned based on performance during fiscal year 2021. One-third of the earned PRSU award vested on each of January 31, 2022, January 1, 2023, and January 1, 2024. (16)Represents a fully exercisable stock option. 31,191 of the shares underlying this option have vested and the remainder of this option vests in equal monthly installments. (17)Represents a fully exercisable stock option. 296,560 of the shares underlying this option have vested and the remainder of this option vests in equal monthly installments. (18)Represents a fully exercisable stock option. 21,130 of the shares underlying to this option have vested and the remainder of this option vest in equal monthly installments. (19)Represents a fully exercisable stock option. 21,714 of the shares underlying to this option have vested and the remainder of this option vests in equal monthly installments. (20)Represents a fully exercisable stock option. 96,510 of the shares underlying to this option have vested and the remainder of this option vests in equal monthly installments. (21) Represents a fully exercisable stock option. 20,335 of the shares underlying to this option have vested and the remainder of the option vests in equal monthly installments.

  47. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested The following table shows the number of shares of common stock acquired and their value upon the exercise of stock options and the vesting of RSUs and PRSUs during 2023 for each NEO.

  48. 2023 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Andrew Toy | — | — | 842,210 | 1,048,029 | | Scott J. Leffler | — | — | 1,575,630 | 1,660,084 | | Jamie L. Reynoso | — | — | 611,945 | 685,646 | | Karen Soares | — | — | 175,285 | 200,920 | | Brady Priest | — | — | 529,661 | 553,856 |

  49. 2023 Option Exercises and Stock Vested

    (1) Represents RSU or PRSU awards that vested in 2023. (2) Calculated by multiplying the number of vested RSUs or PRSUs by the market price of the Company's Class A common stock on the vesting date.

  50. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  51. 2023 CEO Pay Ratio

    2023 CEO Pay Ratio As required by the Dodd-Frank Act and SEC regulations, we are providing the following information about the relationship of annual total compensation, calculated pursuant to SEC rules, of our median employee and our 2023 CEO, Mr. Andrew Toy. The 2023 total annual compensation value for Mr. Toy was $10,154,701 and the annual total compensation of our median compensated employee was $115,420. Accordingly, the ratio of the annual total compensation of the CEO to the median of the annual total compensation of all employees for 2023 was 88 to 1. For purposes of identifying our median employee, we used our worldwide employee population as of December 31, 2023, which consisted of 769 total employees (excluding the CEO), of which 700 employees were employed in the United States and 69 employees were in foreign jurisdictions. We excluded 13 employees from Canada under the SEC’s 5% de minimis exemption. The consistently applied compensation measure we used to identify the median employee was W-2 Box 1 wages (or its foreign equivalent) paid to employees from January 1, 2023, to December 31, 2023. Foreign currencies were converted into U.S. dollars based on the daily exchange rate on December 31, 2023. After we identified the median employee using W-2 Box 1 wages (or its foreign equivalent), we then calculated the 2023 total compensation for our CEO and the median employee for fiscal year 2023 in accordance with Item 402(c)(2)(x) for reporting in the Summary Compensation Table. The pay ratio disclosure presented above is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. We believe the methodology, assumptions, and estimates used in determining the ratio are reasonable given our specific employee population. As the SEC’s final regulations for identifying the median employee, calculating annual total compensation and determining the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, our pay ratio disclosure may not be comparable to that reported by other companies.

  52. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain measures of the Company’s financial performance. For further information concerning the Company’s pay-for-performance philosophy and how our Compensation Committee aligns executive compensation with the Company’s performance, refer to the section of this Proxy Statement titled "Compensation Discussion and Analysis." The tabular and narrative disclosures provided below are intended to be calculated in a manner consistent with the applicable SEC rules and may reflect reasonable estimates and assumptions where appropriate.

  53. Pay Versus Performance Table

    Pay Versus Performance Table The following table provides information required under the SEC’s Item 402(v) of Regulation S-K disclosing: (i) a measure of total compensation (calculated in the same manner as used for the Summary Compensation Table) for our 2023, 2022, and 2021 principal executive officer ("PEO") and, as an average, for our other NEOs ("Non-PEO NEOs"); (ii) a measure of compensation entitled "compensation actually paid" (the "CAP"), calculated in accordance with the available guidance for the PEO and, as an average, our other Non-PEO NEOs; and (iii) certain financial performance measures for our three most recently completed fiscal years. The Company was not a reporting company during fiscal year 2020. The CAP amounts reported, calculated in accordance with Item 402(v) of Regulation S-K, are determined based on a series of adjustments (described in Footnote 4 to the table) that are applied to the total compensation figure reported in the Summary Compensation Table for each NEO. The CAP amounts include the fair value for equity-based awards granted in a particular year as of the end of the grant year (as opposed to the fair value on the date of grant used for purposes of the Summary Compensation Table), and the change in fair value from the prior year’s value for previously granted and still unvested equity awards units measured as of December 31st of the reporting year, or if the award vested during the year, as of the vesting date. In light of this methodology, the CAP amounts are significantly impacted by the per share price of our common stock on each valuation date. CAP amounts do not reflect the actual amount of compensation earned by or paid to the individual NEO in the reporting year.

  54. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) ($ in thousands) | Insurance MCR (%) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | | | | (a) | (b)1 | (c)2 | (d)3 | (e)4 | (f)5 | (g)6 | (h)7 | (i)8 | | 2023 | $10,154,701 | $10,673,790 | $1,677,797 | $1,836,836 | $5.94 | $78.90 | $(213,361) | 81.2% | | 2022 | $— | $(39,375,427) | $9,284,785 | $2,340,139 | $5.81 | $74.06 | $(338,844) | 91.8% | | 2021 | $389,569,439 | $62,373,190 | $37,030,665 | $(16,627,248) | $23.22 | $93.07 | $(587,756) | 106.0% |

  55. Pay Versus Performance Table

    (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for the PEO in the "total" column of the Summary Compensation Table in each applicable year. The names of the PEOs in each applicable year are as follows: (a) 2023: Andrew Toy (b) 2021 and 2022: Vivek Garipalli (2) The dollar amounts reported in column (c) represent the CAP for the corresponding fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments described in the "Adjustments Table" below in Footnote 4 were made to Mr. Toy’s total compensation to determine the compensation actually paid. (3) The dollar amounts reported in column (d) represent the average of the amounts reported for the Non-PEO NEOs in the "Total" column of the Summary Compensation Table in each applicable year. The names of each of the Non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (a) 2023: Scott J. Leffler, Jamie L. Reynoso, Karen Soares, and Brady Priest (b) 2022: Mark Herbers, Andrew Toy, Scott J. Leffler, Joseph Martin, and Brady Priest (c) 2021: Mark Herbers, Andrew Toy, Jamie L. Reynoso, Prabhdeep Singh, and Joseph Wagner (4) The dollar amounts reported in column (e) represent the average CAP amount for the Non-PEO NEOs specified in Footnote 3, as computed in accordance with Item 402(v) of Regulation S-K. The adjustments made to the average total compensation for the Non-PEO NEOs for each year to determine the CAP amounts are described in the adjustments table below:

  56. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table In accordance with Item 402(v) of the SEC's Regulation S-K, the Company is providing the descriptions below of the relationships between the reported CAP amounts and each of the financial performance measures presented in the Pay Versus Performance Table. Decisions impacting executive officer compensation are based on a number of factors, as more fully described in the section of this Proxy Statement entitled "Compensation Discussion and Analysis," and our Talent and Compensation Committee has not specifically evaluated the performance measures included in the Pay Versus Performance Table against the NEOs’ CAP amounts (as calculated in accordance with Item 402(v) of Regulation S-K) for a particular year. Moreover, several factors impact the determination of the annual CAP amounts, including, importantly, the per share price of the Company’s common stock on each of the relevant measurement dates. The CAP amounts for our PEO (Mr. Toy) and the Non-PEO NEOs are impacted by grants in connection with the commencement of service, or promotions, for certain individuals in the NEO group in 2023. Therefore, the alignment outcomes described below may not accurately reflect the Company’s goals of linking pay with performance and aligning the interests of NEOs with those of our stockholders. Compensation Actually Paid and Cumulative TSR of the Company and Cumulative TSR of the Peer Group During the reporting period prior to 2023, Mr. Garipalli’s (former PEO) compensation consisted of a special one-time grant in 2021 of RSUs and PRSUs. Mr. Garipalli did not receive base salary or annual bonus payments. As a consequence, the reported CAP amounts for Mr. Garipalli were entirely dependent on the Company’s stock price, and fair value measurement of his outstanding awards, at the end of each year in 2021 and 2022. Therefore, his CAP amounts were directly correlated with the Company’s cumulative TSR in 2021 and 2022. In 2023, the CAP amounts for Mr. Toy (our new PEO) and the Non-PEO NEOs, take into account salary, bonus and equity awards granted to the executives in 2023. While a significant portion of our PEO's CAP amounts are attributable to changes in the Company’s stock price, and their outstanding awards’ fair value measurement at the end of each year, there are other inputs as well. Therefore, CAP amounts are not directly correlated to the Company’s TSR over the reporting period. The Company’s cumulative TSR and the Cumulative TSR of the selected peer group reflects a similar trajectory during the reporting period, though the peer group per share value started at a higher value than that of the Company. Compensation Actually Paid and Net Income (Loss) The Company’s net income (loss) improved from a loss of approximately $338.8 million for the year ended December 31, 2022, to a loss of approximately $213.4 million for the year ended December 31, 2023. This improvement did not play a specific role in setting the compensation for our NEOs, nor in the determination of the CAP amounts for our PEOs or the Non-PEO NEOs. As discussed above, the CAP amounts for our PEOs and our Non-PEO NEOs were impacted by a number of factors not directly tied to the Company’s net income (loss) outcome for the relevant years. Compensation Actually Paid and Insurance MCR Insurance MCR served as the "company selected measure" for 2023 and was utilized as one of two equally weighted financial performance measures used to measure Company performance under the 2023 stub period bonus program. Insurance MCR, which is expressed as a percentage, is generally calculated as total net claims incurred divided by premiums earned. A lower percentage indicates higher gross profitability and better performance. Over the reporting period, Insurance MCR improved by approximately 25%, from 106% in 2021 to 81.2% in 2023. As discussed above, the CAP amounts for our PEO's and our Non-PEO NEOs were impacted by a number of factors. For our PEO's and the Non-PEO NEOs, the Insurance MCR outcome in 2023 resulted in achievement that meaningfully exceeded the Insurance MCR target for 2023. This outcome positively impacted the Company’s performance across the stub bonus program’s two metrics, which resulted in funding the aggregate bonus pool at 100% of target in 2022 and over 100% of target in 2023. Lower bonuses were paid in 2021 based on outcomes less than target for the bonus plan achievement in 2021. These bonus payouts impacted our PEO's and our Non-PEO NEO CAP amounts, but they did not have as large of an impact as assigned equity grant award values each year. Therefore, while the size of bonus payouts was directly aligned with the outcome of Insurance MCR in 2023, as a result of the bonus payout being only a small portion of the overall CAP amounts for Mr. Toy and Non-PEO NEOs, the CAP amounts do not directly correlate with the Insurance MCR for the reporting period.