DEF 14A of Clover Health Investments, Corp. /De, Apr 28, 2025

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

Filed Apr 28, 2025 · FY20240001801170-25-000104

Open on EDGAR

  1. Board of Directors

    Board of Directors The following table provides information regarding our directors as of April 28, 2025:

  2. Board of Directors

    | Name | Age | Position(s) | | Directors | | | | Andrew Toy | 46 | Co-Founder, Chief Executive Officer and Director | | Vivek Garipalli | 46 | Co-Founder and Executive Chairperson | | Chelsea Clinton(1)(2) | 45 | Director | | Carladenise Armbrister Edwards Ph.D(1)(2)(4) | 55 | Director | | Demetrios L. Kouzoukas(3)(4) | 49 | Lead Independent Director | | Anna U. Loengard, M.D.(1)(4) | 56 | Director | | William G. Robinson, Jr.(1)(3) | 60 | Director | | Lee A. Shapiro(2)(3)(5) | 69 | Director | | Thomas L. Tran(3) | 68 | Director | | (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. | | | | (5) Mr. Shapiro has notified the Company of his intention to not stand for re-election to the Company's Board of Directors as a Class I director. Mr. Shapiro will fulfill the remainder of his term, which ends on the Annual Meeting date. | | |

  3. Board of Directors

    The following Class I directors are nominated for election at the Annual Meeting to serve until the 2028 annual meeting of stockholders and until their successors are duly elected and qualified: Anna U. Loengard, M.D. Dr. Anna U. Loengard has served on our Board of Directors since November 2022. Since December 2022, Dr. Loengard has served as President of Successful Caring LLC, which provides strategic clinical consulting to clients such as Oxeon Venture Studios, Rubicon Founders and Curana Health. From August 2020 to October 2022, Dr. Loengard 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. 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 in human capital management, his experience as a director of a public company, and his knowledge of our industry. As previously disclosed by the Company, Lee A. Shapiro has notified the Company that he will not stand for re-election at the Annual Meeting as a Class I director. Mr. Shapiro will complete his term, which ends on the Annual Meeting date. 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 on cybersecurity, data, fintech and healthcare. 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. 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.

  4. Board of Directors

    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. Thomas L. Tran. Thomas L. Tran has served as a member of our Board of Directors since August 2024. Mr. Tran has over 35 years of financial leadership experience in the healthcare industry and has previously held leadership roles at various prominent managed care companies. Most recently, since March 2025, Mr. Tran has served as a director Guidehealth LLC, a private healthcare company servicing the health systems and clinical networks in the areas of third party administration and value-based care. Since September 2023, Mr. Tran has served as a member of the Board of Regents of Seton Hall University. From February 2022 to June 2023, Mr. Tran served as chief financial officer and as a director of Upstream Care, a value-based physician enablement innovator focused on the Medicare population. Since March 2021, he has served as an advisor to Gryphon Investors, a private equity firm. From June 2018 to May 2021, he served as chief financial officer of Molina Healthcare, Inc. Mr. Tran earned his Bachelor’s degree from Seton Hall University and his Master of Business Administration degree from New York University. We believe Mr. Tran is qualified to serve on our Board of Directors due to his extensive experience as an executive in the healthcare industry as well as his financial expertise. The following Class III directors’ terms will continue until the 2027 annual meeting of stockholders: 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, Ph.D. 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.

  5. Board of Directors

    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.

  6. ITEM 1. ELECTION OF DIRECTORS

    ITEM 1. ELECTION OF DIRECTORS The first proposal in this Proxy Statement is the election of nominees Dr. Anna U. Loengard and William G. Robinson, Jr. as Class I directors to our Board. As previously disclosed by the Company, Lee A. Shapiro notified the Company of his intention not to stand for re-election to the Board of Directors as a Class I director at the Annual Meeting. Mr. Shapiro will fulfill the remainder of his term, which ends on the Annual Meeting date. If elected, the Class I nominees will serve until the 2028 annual meeting of stockholders and until their successors are duly elected and qualified. All Class II and Class III directors will continue in office until the expiration of their terms at the 2026 and 2027 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. Abstentions and broker non-votes will have no effect on the outcome of the elections of directors. The number of directors constituting the entire Board of Directors is currently fixed at nine; however, as noted above, Lee A. Shapiro will not stand for re-election to the Company's Board of Directors. Mr. Shapiro will complete his term, which ends on the Annual Meeting date. The authorized number of directors under our Bylaws will remain unchanged at nine directors, and the Board of Directors will continue to operate with one vacant director seat following the Annual Meeting. 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.

  7. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION

  8. Director Compensation

    Director Compensation

  9. 2024 Outside Director Compensation Policy

    2024 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. Our director compensation levels have remained consistent since 2020. 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, 2024, the outside directors eligible to receive compensation under the Director Compensation Policy were Chelsea Clinton, Dr. Carladenise Armbrister Edwards, Demetrios L. Kouzoukas, Dr. Anna U. Loengard, William G. Robinson, Jr., Lee A. Shapiro and Thomas L. Tran. Neither Mr. Garipalli nor Mr. Toy received any compensation under the Director Compensation Policy for his service as a director in fiscal year 2024, due to each having status as an employee of the Company. Cash Compensation in 2024 The Director Compensation 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 2024 Under the Director Compensation Policy, each outside director is automatically granted an award of 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 our 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 our Class A common stock. In general, 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 1 of a given year. 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.

  10. Director Compensation Table for Fiscal Year 2024

    Director Compensation Table for Fiscal Year 2024 The following table contains information concerning the compensation of our directors for the year ended December 31, 2024, excluding Andrew Toy (for information on Andrew Toy’s compensation for the year ended December 31, 2024, please see the Summary Compensation Table later in this Proxy Statement):

  11. Director Compensation Table for Fiscal Year 2024

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards(2) | Total ($) | | Chelsea Clinton | 62,500 | 190,329 | — | 252,829 | | Carladenise Armbrister Edwards, Ph.D. | 69,384 | 190,329 | — | 259,713 | | Vivek Garipalli(3) | — | — | — | — | | Demetrios L. Kouzoukas | 96,719 | 190,329 | — | 287,048 | | Anna U. Loengard, M.D. | 68,924 | 190,329 | — | 259,253 | | William G. Robinson, Jr. | 85,011 | 190,329 | — | 275,340 | | Lee A. Shapiro | 93,547 | 190,329 | — | 283,876 | | Thomas L. Tran | 24,489 | 123,036 | — | 147,525 | | (1) Represents the aggregate grant date fair value of RSU awards granted computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718, Compensation-Stock Compensation ("FASB ASC Topic 718"), as discussed in Note 14 to our Consolidated Financial Statements included in the Form 10-K, which varies from the grant value set forth in the Director Compensation Policy due to our use of the 30-trading day average closing price of a share of our Class A common stock ending on the trading day prior to the date of grant to determine the number of RSUs granted to each director as well as 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 2024, excluding Andrew Toy, held the following number of unexercised stock options and unvested RSUs as of December 31, 2024: | | | | |

  12. Director Compensation Table for Fiscal Year 2024

    | Name | Options Outstanding | Unvested Restricted Stock Units Outstanding | | Chelsea Clinton | 685,690 | 206,185 | | Carladenise Armbrister Edwards, Ph.D. | — | 206,185 | | Vivek Garipalli | — | 19,421,142 | | Demetrios L. Kouzoukas | — | 206,185 | | Anna U. Loengard, M.D. | — | 206,185 | | William G. Robinson, Jr. | — | 206,185 | | Lee A. Shapiro | — | 206,185 | | Thomas L. Tran | — | 39,689 |

  13. Director Compensation Table for Fiscal Year 2024

    (3) 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 our Chief Executive Officer. Mr. Garipalli was not granted any equity awards in 2022, and Mr. Garipalli holds 6,685,397 RSUs that vest in two remaining installments on January 10, 2025, and 2026, and holds 12,735,745 hybrid performance-based RSUs. The hybrid performance-based RSUs 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. | | Management Incentive Plan | Cash/Variable | •Long-term incentive program designed to complement equity awards. •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. | | 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. |

  15. Base Salary

    Base Salary Base salary is a fixed component of our executive officers’ compensation and does not vary with Company performance. Base salaries are generally set at levels intended to be competitive and commensurate with each executive officer's position, performance, skills and experience to attract and retain the best talent. The Talent and Compensation Committee reviews base salaries for our executive officers annually and adjusts them, if needed, to reflect changes in market conditions or other factors, including changed responsibilities as our executive officers' positions evolve. In October 2024, as part of its annual review, the Talent and Compensation Committee determined that it was appropriate to the increase the base salaries paid to Andrew Toy, Brady Priest, and Conrad Wai. The Talent and Compensation Committee based this determination on the peer group survey data the committee received from its independent consultant, with appropriate individual adjustments to reflect the specific situation of each applicable NEO (including how peer company executive roles differ from the roles of the applicable NEOs).

  16. Short Term Incentives

    Short Term Incentives The Company operated a short-term cash bonus program for the performance period beginning on July 1, 2023, and ending on June 30, 2024, with the goal of aligning employee performance with the Company’s near-term financial and operating objectives. Applicable performance measures for this period were set by the Talent and Compensation Committee in September 2023 and the resulting bonuses were paid in the October 2024, based on the achievement of Company performance against two equally-weighted predetermined performance metrics of Insurance MCR and Adjusted SG&A (each, as defined and described below). In September 2024, the Talent and Compensation Committee approved changing the annual bonus cycle to align with the calendar year, instead of being measured from July of each year through June of the next year. To account for the gap between the just-completed performance period that ended June 30, 2024, and the new calendar-year performance period that will begin on January 1, 2025, the Talent and Compensation Committee also approved the adoption of a “stub” bonus period, for the period beginning October 1, 2024, and ending March 31, 2025. The metrics and target goals for the “stub” bonus period were set in October 2024, and are tied to operational goals related to member retention. The determination of the performance achievement for such awards will be made in May 2025. Generally, each NEO’s target bonus amount for the stub bonus period was set at 50% of the NEO’s annual target bonus amount. For both the annual bonus period and the stub bonus period, the NEOs are eligible to earn up to 150% of their target bonus amounts for the applicable period based on the Company’s performance against each of the stated performance metrics. In addition, as part of the annual bonus program for the performance period beginning July 1, 2023, and ending June 30, 2024, the Talent and Compensation Committee had discretion to adjust up to 20% of each NEO’s bonus based on individual performance. Beginning with the stub period bonus program, the Talent and Compensation Committee has reserved the ability to reduce up to the full amount of an individual’s bonus based on its assessment of the individual’s performance. Annual Bonuses (July 2023 - July 2024) The Talent and Compensation Committee decided the performance metrics for the performance period beginning July 1, 2023 and ending June 30, 2024 would be GAAP MA MCR ("Insurance MCR") and Adjusted SG&A, weighted equally, and set the performance goals for each, as described below. Each NEO's bonus for this period was generally determined on the basis of his or her annual target bonus amount, as follows:

  17. Short Term Incentives

    | Name(1) | Target Cash Bonus (as % of Salary July 2023 - June 2024) | | Andrew Toy | 100.0% | | Jamie L. Reynoso | 75.0% | | Brady Priest | 75.0% | | Conrad Wai | 75.0% | | (1) In light of his resignation in December 2023, and subsequent departure in January 2024, Mr. Leffler was not eligible to receive a bonus for this bonus period. Mr. Ronan did not receive a bonus, rather compensation for Mr. Ronan's services to the Company is made directly to AP Services, LLC, an affiliate of Mr. Ronan's employer, AlixPartners, LLP. See the Summary Compensation Table below for a description of Mr. Ronan's compensation. Mr. Kuipers joined the Company in April 2024. As a result, he was ineligible to receive a bonus for this bonus period. | |

  18. Short Term Incentives

    The bonus metrics for the performance period beginning on July 1, 2023, and ending on June 30, 2024, included: •Insurance MCR: This is the medical care ratio for our Medicare Advantage plans. Insurance MCR, as it is referred to 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’s 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 performance period beginning on July 1, 2023, and ending on June 30, 2024, for each metric (with the achievement percentage, subject to linear interpolation between these levels):

  19. Short Term Incentives

    | Funding Level | Insurance MCR Achievement | Adjusted SG&A Achievement | | 0% Funding | Above 85% | Above $312M | | 50% Funding | 85% | $312M | | 75% Funding | 84% | $303M | | 100% Funding | 82% | $294M | | 150% Funding | 79% | $276M | | 150% Funding | Below 79% | Below $276M |

  20. Short Term Incentives

    In August 2024, the Talent and Compensation Committee certified that the Company achieved an Insurance MCR of 77.3% which equates to a funding level of 150% of target, and an Adjusted SG&A of $296M, which equates to a funding level of 94% of target. On a combined basis, with the equal weighting of both metrics, these outcomes would result in a funding level of 122% of target. After review of the foregoing and consideration of a variety of factors including individual and Company performance, our Talent and Compensation Committee determined to award the NEOs’ bonuses at the achievement level of 122% of target in respect of the performance period beginning on July 1, 2023 and ending on June 30, 2024.

  21. Long-Term Incentive Programs

    Long-Term Incentive Programs We structure our NEO long-term incentive programs 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 the number and type of long-term incentive awards, if any, to grant to each NEO, 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. In October 2024, the Talent and Compensation Committee approved the following target long-term incentive compensation amounts for the NEOs in connection with its annual review of compensation packages and to take into account a three-year performance cycle beginning January 2025 (in order to re-establish the calendar year as the long-term incentive compensation cycle):

  22. Long-Term Incentive Programs

    | Name | Target Long-Term Incentive Compensation amount ($) | | Andrew Toy | 10,000,000 | | Peter Kuipers(1) | — | | Jamie L. Reynoso | 3,800,000 | | Brady Priest | 3,800,000 | | Conrad Wai | 3,800,000 | | (1) Pursuant to the terms of the employment agreement, Mr. Kuipers negotiated in connection with becoming our Chief Financial Officer, he was entitled to receive a sign-on RSU award valued at $5,000,000. This award was granted to Mr. Kuipers in April 2024, and for this reason, Mr. Kuipers was not assigned an additional target long-term incentive compensation amount for 2024. | |

  23. Long-Term Incentive Programs

    The Talent and Compensation Committee determined that 60% of each NEO's target long-term incentive compensation amount in the table above should be granted in the form of time-vesting RSUs in October 2024 and that 40% of the NEOs' target long-term compensation amount should be granted under a cash-based management incentive program established by the Talent and Compensation Committee in October 2024 with a performance beginning January 1, 2025 and ending December 31, 2027 (the "2025 Cash MIP"). 2025 Cash MIP In October 2024, we established target incentive values intended to be earned under a 2025 Cash MIP, representing the vehicle under which the performance-based portion (i.e. 40%) of each NEO’s 2024 long-term incentive award was granted. The 2025 Cash MIP will be designed similar to the 2023 Cash MIP, except that the three-year performance period begins January 1, 2025, and the two measurement periods are (i) January 1, 2025 through December 31, 2025, and (ii) January 1, 2026, through December 31, 2026. Like the 2023 Cash MIP, each participant in the 2025 Cash MIP was granted a target cash award that is eligible to be earned in three installments. All payments under the 2025 Cash MIP are subject to the eligible officer's continued service through each of the payment dates. The final metrics, weightings and payout targets will be established by the Talent and Compensation Committee in early 2025. 2024 Equity Awards The number of RSUs granted to our NEOs in October 2024 was determined by dividing 60% of the NEO’s target long-term incentive compensation amount in the table above by the 30-trading day average closing price of a share of our Class A common stock ending on the trading day prior to the date of grant and rounding the resulting number of RSUs down to the nearest whole number. Following this formula, the NEOs employed in October 2024 were granted the following number of RSUs:

  24. Long-Term Incentive Programs

    | Name | Number of RSUs Granted in October 2024 | | Andrew Toy | 1,910,828 | | Peter Kuipers(1) | — | | Jamie L. Reynoso | 726,114 | | Conrad Wai | 726,114 | | Brady Priest | 726,114 | | (1) As noted above, Mr. Kuipers received a grant of 6,849,315 RSUs in connection with his joining the Company and eventually becoming our Chief Financial Officer. For this reason, Mr. Kuipers did not receive an additional RSU grant in October 2024. | |

  25. Long-Term Incentive Programs

    All RSUs granted to our NEOs in 2024 vest over four years, with 25% of the RSUs vesting on the first anniversary of the date of grant and the remaining RSUs vesting in quarterly installments thereafter, subject, in each case, to the NEO’s continued service through the applicable vesting date. For a description of the change in control and severance provisions related to our NEO’s RSU and PRSU grants in 2024, please see "—Potential Payments Upon Termination or Change in Control" below. 2023 Cash MIP In October 2023, we established a cash-based management incentive program (the “2023 Cash MIP”), which was designed to motivate and retain executive management team members and complement the October 2023 PRSU grants made to our eligible executive officers, while recognizing shareholder dilution considerations and equity plan share reserve constraints. Under this program, each eligible executive officer was granted a target cash award that was eligible to be earned in three installments. Each payout under the 2023 Cash MIP ranges from zero to 150% of such executive officer's target amount for that installment, based on the level of achievement of two performance metrics over two measurement periods and subject to the executive officer’s continued service through each of the three payment dates. The target payouts approved under the 2023 Cash MIP for each eligible NEO were as follows:

  26. Long-Term Incentive Programs

    | Name | 2023 Cash MIP First Target Payout ($) | 2023 Cash MIP Second Target Payout ($) | 2023 Cash MIP Third Target Payout ($) | | Andrew Toy(1) | — | — | — | | Peter Kuipers(1) | — | — | — | | Jamie Reynoso | 750,000 | 500,000 | 500,000 | | Conrad Wai | 550,000 | 366,666 | 366,666 | | Brady Priest | 550,000 | 366,666 | 366,666 | | Scott J. Leffler(1) | — | — | — | | Terry Ronan(1) | — | — | — | | (1) NEO was not eligible to participate in the 2023 Cash MIP. | | | |

  27. Long-Term Incentive Programs

    The performance metric used to determine payout for the first measurement period under the 2023 Cash MIP was Cash at Parent Entity (“CAPE”). 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). The two measurement periods for the 2023 Cash MIP are the one-year period beginning July 1, 2023 and ending June 30, 2024 (the “First Measurement Period”), and the one-year period beginning July 1, 2024, and ending June 30, 2025. Payout of the third installment under the 2023 Cash MIP will be calculated as the average of the payouts for the first two installments and payable on June 30, 2026. The following table includes the CAPE target amounts approved by the Talent and Compensation Committee for the First Measurement Period, the Company’s actual achievement of the performance metric for the First Measurement Period, and the Company’s achievement percentage of each performance metric for the First Measurement Period.

  28. Long-Term Incentive Programs

    | | CAPE for First Measurement Period ($ in millions) | | Target Amount | $108.4 | | Actual Amount | $201.0 | | Achievement Percentage | 150% |

  29. Long-Term Incentive Programs

    Based on the achievement set forth in the table above, the first installment of the 2023 Cash MIP was earned at 150% of the target amount, resulting in the following payouts in September 2024:

  30. Long-Term Incentive Programs

    | Name | 2023 Cash MIP First Installment Payout ($) | | Andrew Toy(1) | — | | Peter Kuipers(1) | — | | Jamie Reynoso | 750,000 | | Conrad Wai | 550,000 | | Brady Priest | 550,000 | | Scott J. Leffler(1) | — | | Terry Ronan(1) | — | | (1) NEO was not eligible to participate in the 2023 Cash MIP. | |

  31. Long-Term Incentive Programs

    2023 Performance Restricted Share Units (PRSUs) In October 2023, as part of the total long-term incentive compensation program, we issued performance share unit grants (the “2023 PRSU”) to eligible executive officers, which was designed as a two-year program taking into account shareholder dilution considerations. The 2023 PRSUs were designed to motivate and retain executive officers and complement the October 2023 Cash MIP program. Under this program, each eligible executive officer was granted a target share award of restricted stock units that was eligible to be earned in two installments. Each payout under the 2023 PRSU ranges from zero to 150% of the participant’s target amount for that installment, based on the level of achievement of two performance metrics over one measurement period and subject to the executive officer’s continued service through each of the two payment dates. The target payouts approved by the Talent and Compensation Committee under the 2023 PRSUs for each eligible NEO were as follows:

  32. Long-Term Incentive Programs

    | Name | 2023 PRSUs First Target Payout | 2023 PRSUs Second Target Payout | | Andrew Toy(1) | — | — | | Peter Kuipers (1) | — | — | | Jamie Reynoso | 200,000 | 200,000 | | Brady Priest | 146,666 | 146,667 | | Conrad Wai | 146,666 | 146,667 | | Scott J. Leffler(1) | — | — | | Terry Ronan(1) | — | — | | (1) NEO was not eligible to participate in the 2023 PRSU. | | |

  33. Long-Term Incentive Programs

    The two performance metrics used to determine payouts under the 2023 PRSU are (1) Cash at Parent Entity (“CAPE”) and (2) Total MA Revenue. Total MA Revenue in this proxy statement is definitionally the same as "Premiums earned, net" in our financial statements. 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). Total 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 measurement period for the 2023 PRSU is the one-year period beginning July 1, 2023 and ending June 30, 2024. Payout of the second installment under the 2023 PRSU will be based upon the July 1, 2023 through June 30, 2024 metric achievement and continued service, and payable on October 31, 2025. The following table includes the CAPE and Total MA Revenue target amounts approved by the Talent and Compensation Committee for the 2023 PRSU.

  34. Long-Term Incentive Programs

    | Name | CAPE for First Measurement Period ($ in millions) | Total MA Revenue for First Measurement Period ($ in millions) | | Target Amount | $108.4 | $1,272.0 | | Actual Amount | $201.0 | $1,296.0 | | Achievement Percentage | 150% | 109% |

  35. Long-Term Incentive Programs

    Based on the achievement set forth in the table above, the first installment of the 2023 PRSU was earned at 130% of the target amount, resulting in the following payouts in the form shares in August 2024:

  36. Long-Term Incentive Programs

    | Name | 2023 PRSU First Installment Payout | | Andrew Toy(1) | — | | Peter Kuipers(1) | — | | Jamie Reynoso | 259,000 | | Brady Priest | 189,934 | | Conrad Wai | 189,934 | | Scott J. Leffler(1) | — | | Terry Ronan(1) | — | | (1) NEO was not eligible to participate in the 2023 Cash MIP. | |

  37. 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 as well as the compensation philosophy and considerations underlying each severance benefit. 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.

  38. 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 NEOs who leave the Company under certain circumstances to facilitate their transition to new employment and (ii) require a departing NEOs to sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation payments or benefits. | Agreements with 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 NEO 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. | |

  39. 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, PRSUs and cash, 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.

  40. Equity Award Grant Timing Policy

    Equity Award Grant Timing Policy We do not have a formal policy regarding the timing of the grant of stock options or other equity awards in relation to the disclosure of material nonpublic information. When equity awards are granted from time to time to non-NEOs, the Company’s practice is for the grants to be reviewed and approved by a delegated committee of executives called the Equity Granting Committee. Any grants to NEOs are approved by our Talent and Compensation Committee. During 2024, our Talent and Compensation Committee did not take into account any material nonpublic information when determining the timing and terms of equity incentive awards, and we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During 2024, we did not grant stock options to our NEOs.

  41. 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 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 2024 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 2024, the Talent and Compensation Committee reviewed and adopted a revised peer group used to inform our pay decisions and practices remained the same as the group used in fiscal year 2024 and included:

  42. Our Compensation-Setting Process

    | Primary Peer Group Companies | | | Agilon Health | MultiPlan | | Alignment Healthcare | Omnicell | | Apollo Medical | Oscar Health | | Bright Health Group | Phreesia | | DocGo | Privia Health Group | | eHealth | Progyny | | Evolent Health | SelectQuote | | GoHealth | Sharecare | | Health Catalyst | Teladoc Health | | Jamf | Veradigm | | ModivCare | |

  43. Our Compensation-Setting Process

    Companies included in our prior peer group but that were acquired or replaced in the 2024 peer group are 1Life Healthcare Alarm.com, Dropbox, Guidewire Software, Lemonade, HealthEquity, Oak Street Health, Stitchfix, and Tabula Rasa Healthcare. 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.

  44. 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.

  45. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation of the 2024 NEOs for each of the last three or fewer fiscal years during which such individuals were executive officers:

  46. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total Compensation ($) | | Andrew Toy, Co-Founder and Chief Executive Officer (7) | 2024 | 721,311 | — | 7,891,720 | — | 854,000 | 9,692 | 9,476,723 | | | 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 | | Peter Kuipers, Chief Financial Officer (6) | 2024 | 367,213 | — | 4,617,123 | — | — | — | 4,984,336 | | Jamie L. Reynoso, Chief Executive Officer of Medicare Advantage (9) | 2024 | 550,000 | — | 2,998,851 | — | 1,229,496 | 13,800 | 4,792,147 | | | 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 | | Conrad Wai, Chief Executive Officer of Counterpart Health (8) | 2024 | 479,262 | — | 2,998,851 | — | 976,708 | 10,877 | 4,465,698 | | Brady Priest, Chief Executive Officer of Home Care (9) | 2024 | 479,262 | — | 2,998,851 | — | 976,708 | — | 4,454,821 | | | 2023 | 453,847 | — | 699,086 | — | 194,063 | — | 1,346,996 | | | 2022 | 199,039 | — | 4,186,440 | — | 149,279 | — | 4,534,758 | | Scott Leffler, Former Chief Financial Officer (7) | 2024 | 36,986 | — | — | — | — | — | 36,986 | | | 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 | | Terry Ronan, Former Interim Chief Financial Officer | 2024 | — | — | — | — | — | 1,008,897 | 1,008,897 | | (1) For Messrs. Toy, Wai and Priest, amount reflects a base salary increase effective as of October 14, 2024. | | | | | | | | | | (2) Represents the aggregate grant date fair value of RSU awards granted in 2024 computed in accordance with FASB ASC Topic 718, as discussed in Note 14 to our Consolidated Financial Statements included in the Form 10-K. 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 NEO from the award. | | | | | | | | | | (3) No stock options were granted to the NEOs in 2024, 2023, or 2022. | | | | | | | | | | (4) Represents (i) payments made under the Company's annual cash bonus program for the performance period beginning July 1, 2023, and ending June 30, 2024, and (ii) payouts under the 2023 Cash MIP for the First Measurement Period. For additional information about each program, refer to the section of this Proxy Statement titled “Compensation Discussion and Analysis – Short-Term Incentives” and “Compensation Discussion and Analysis – Long-Term Incentives,” respectively. | | | | | | | | | | (5) For all except Mr. Ronan, amount represents the Company’s matching contributions to our 401(k) plan. Amount for Mr. Ronan reflects payments made to AP Services, LLC, an affiliate of Mr. Ronan's employer, AlixPartners, LLP. For Mr. Ronan's services, the Company paid AP Services, LLC, $195,000 per month in professional fees from January to May of 2024 and a monthly administrative fee of $5,850, as well as expenses of $1,105 for a total of $1,008,897. | | | | | | | | | | (6) Mr. Kuipers commenced employment on April 29, 2024. | | | | | | | | | | (7) Mr. Leffler served in the role of Chief Financial Officer until his departure from the Company on January 26, 2024. | | | | | | | | | | (8) Mr. Wai's base salary increased from $475,000 to $495,000 on October 14, 2024. | | | | | | | | | | (9) Mr. Priest's base salary increased from $475,000 to $495,000 on October 14, 2024. | | | | | | | | |

  47. Grants of Plan-Based Awards for the Year Ended December 31, 2024

    Grants of Plan-Based Awards for the Year Ended December 31, 2024

  48. Grants of Plan-Based Awards for the Year Ended December 31, 2024

    | Name | Grant Date | Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | | | | Andrew Toy | (1) | | — | 771,309 | 1,156,964 | | | | | (2) | | | | | 1,910,828 | 7,891,720 | | Peter Kuipers | 10/15/2024(1) | 10/10/2024 | — | 498,750 | 748,125 | | | | | 4/29/2024(2) | | | | | 2,620,562 | 1,766,521 | | | 4/29/2024(2) | | | | | 4,228,753 | 2,850,602 | | Jamie L Reynoso | (1) | | — | 412,500 | 618,750 | | | | | 10/15/2024(2) | 10/10/2024 | | | | 726,114 | 2,998,851 | | Conrad Wai | (1) | | — | 366,946 | 550,420 | | | | | 10/15/2024(2) | 10/10/2024 | | | | 726,114 | 2,998,851 | | Brady Priest | (1) | | — | 366,946 | 550,420 | | | | | 10/15/2024(2) | 10/10/2024 | | | | 726,114 | 2,998,851 | | (1) Represents possible cash incentive awards to be earned under the Company's annual cash bonus program for the performance period beginning July 1, 2023, and ending 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 performance period beginning July 1, 2023, and ending June 30, 2024, are included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. The target incentive is determined based on actual base salary paid through the performance period. For NEO's with a salary increase during this period, the target is pro-rated to reflect this. For additional information about these awards, refer section of this Proxy Statement titled “Compensation Discussion and Analysis – Short-Term Incentives.” | | | | | | | | | (2) Reflects time-vesting RSU award that vests over four years, with 25% of the RSUs vesting on the first 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, subject, in each case, to the NEO’s continued service through the applicable vesting date. For additional information about these awards, refer section of this Proxy Statement titled “Compensation Discussion and Analysis – Long-Term Incentives.” | | | | | | | |

  49. Outstanding Equity Awards at December 31, 2024

    Outstanding Equity Awards at December 31, 2024 The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each NEO as of December 31, 2024.

  50. Outstanding Equity Awards at December 31, 2024

    | Name | Grant Date | Option Awards | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | 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 | 7/22/2018 | 631,033 | 1.67 | 7/21/2028 | | | | | | | 7/22/2018 | 3,155,168 | 1.67 | 7/21/2028 | | | | | | | 2/4/2020 | 3,669,607 | 5.45 | 2/3/2030 | | | | | | | 2/4/2020 | 5,334,515 | 2.23 | 2/3/2030 | | | | | | | 8/08/2022(4) | | | | 1,179,094 | 3,714,146 | | | | | 1/01/2023(5) | | | | 5,475,663 | 17,248,338 | | | | | 10/15/2024(6) | | | | 1,910,828 | 6,019,108 | | | | | 1/07/2021(7) | | | | | | 3,582,291 | 11,284,217 | | | 1/07/2021(7) | | | | | | 11,142,328 | 35,098,333 | | Peter Kuipers | 4/29/2024(6) | | | | 2,620,562 | 8,254,770 | | | | | 4/29/2024(6) | | | | 4,228,753 | 13,320,572 | | | | Jamie L. Reynoso | 6/29/2020 | 51,701 | 3.66 | 6/28/2030 | | | | | | | 7/27/2020 | 443,910 | 4.67 | 7/26/2030 | | | | | | | 7/27/2020 | 21,406 | 4.67 | 7/26/2030 | | | | | | | 7/16/2021(8) | | | | 55,205 | 173,896 | | | | | 3/14/2022(6) | | | | 159,672 | 502,967 | | | | | 9/16/2022(6) | | | | 154,594 | 486,971 | | | | | 1/03/2023(6) | | | | 199,115 | 627,212 | | | | | 10/31/2023(9) | | | | 300,000 | 945,000 | | | | | 10/15/2024(6) | | | | 726,114 | 2,287,259 | | | | | 3/16/2023(11) | | | | 217,700 | 685,756 | | | | | 10/31/2023(10) | | | | 260,000 | 819,000 | | | | Conrad Wai | 3/14/2022(6) | | | | 968,993 | 3,052,328 | | | | | 10/31/2023(9) | | | | 220,000 | 693,000 | | | | | 10/15/2024(6) | | | | 726,114 | 2,287,259 | | | | | 10/31/2023(10) | | | | 190,666 | 600,597 | | | | Brady Priest | 9/13/2017 | 362,252 | 1.67 | 9/12/2027 | | | | | | | 8/10/2016 | 79,349 | 1.26 | 8/9/2026 | | | | | | | 7/18/2022(6) | | | | 741,526 | 2,335,807 | | |

  51. Outstanding Equity Awards at December 31, 2024

    | | 10/31/2023(9) | 220,000 | 693,000 | | | 10/15/2024(6) | 726,114 | 2,287,259 | | | 10/31/2023(10) | 190,666 | 600,597 | | (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, 2024. There have been no early exercises of any unvested options by the NEOs, and all unvested options continued to vest in equal monthly installments, subject to the NEO’s continued service through the vesting date. | | | |

  52. Outstanding Equity Awards at December 31, 2024

    | Name | Grant Date | Total Number of Options | Vested Options | Unvested Options | | Andrew Toy | 2/4/2020 | 5,334,515 | 5,334,515 | — | | | 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 | 46,531 | 5,170 | | | 7/27/2020 | 21,406 | 21,406 | — | | | 7/27/2020 | 443,910 | 389,623 | 54,287 | | Brady Priest | 8/10/2016 | 79,349 | 79,349 | — | | | 9/13/2017 | 362,252 | 362,252 | — |

  53. Outstanding Equity Awards at December 31, 2024

    (2) Represents the fair market value of a share of our 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 of a share of our common stock 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 values were determined by multiplying the number of units by the closing price per share of our Class A common stock of $3.15 on December 31, 2024. (4) Represents the first portion of Mr. Toy’s promotional time-vesting RSUs that vest over four years, with 25% of the RSUs vesting on the first 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, subject, in each case, to his continued service through the applicable vesting date. For additional information about the accelerated vesting provisions applicable to Mr. Toy’s equity awards, refer section of this Proxy Statement titled “Potential Payments Upon Termination or Change in Control – Separation Arrangements – Andrew Toy” and “Potential Payments Upon Termination or Change in Control – Change in Control Arrangements.” (5) Represents the second portion of Mr. Toy’s promotional time-vesting RSU grant, which vest over four years, with 25% of the RSUs vesting on the first 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, subject, in each case, to his continued service through the applicable vesting date. For additional information about the accelerated vesting provisions applicable to Mr. Toy’s equity awards, refer section of this Proxy Statement titled “Potential Payments Upon Termination or Change in Control – Separation Arrangements – Andrew Toy” and “Potential Payments Upon Termination or Change in Control – Change in Control Arrangements.” (6) Represents RSUs that vest over four years, with 25% of the RSUs vesting on the first 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, subject, in each case, to his continued service through the applicable vesting date. For additional information about the accelerated vesting provisions applicable to the NEO’s equity awards, refer section of this Proxy Statement titled “Potential Payments Upon Termination or Change in Control – Separation Arrangements” and “Potential Payments Upon Termination or Change in Control – Change in Control Arrangements.” (7) 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, subject to continued service with the Company. The performance requirement will be satisfied 50% and 100% 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. The unit number and payout value assumes performance was achieved at the 50% level. For additional information about the accelerated vesting provisions applicable to Mr. Toy’s equity awards, refer section of this Proxy Statement titled “Potential Payments Upon Termination or Change in Control – Separation Arrangements – Andrew Toy” and “Potential Payments Upon Termination or Change in Control – Change in Control Arrangements.” (8) Represents RSUs that vest in four equal installments on each anniversary of January 7, 2021, subject, in each case, to Ms. Reynoso’s continued service through the applicable vesting date. For additional information about the accelerated vesting provisions applicable to the Ms. Reynoso’s equity awards, refer section of this Proxy Statement titled “Potential Payments Upon Termination or Change in Control – Separation Arrangements – Jamie L. Reynoso” and “Potential Payments Upon Termination or Change in Control – Change in Control Arrangements.” (9) Represents RSUs that vest over two years, with 50% of the RSUs vesting on the first 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, subject, in each case, to the NEO’s continued service through the applicable vesting date. For additional information about the accelerated vesting provisions applicable to the NEOs equity awards, refer section of this Proxy Statement titled “Potential Payments Upon Termination or Change in Control – Separation Arrangements” and “Potential Payments Upon Termination or Change in Control – Change in Control Arrangements.” (10)The number of underlying unvested units listed reflects a PRSU award that was earned based on performance measured as of June 30, 2024. One-half of the PRSU award vested on the date of certification, and the other half of the PRSUs vests on October 31, 2025, subject to the NEO’s continued service through such date. For additional information about the accelerated vesting provisions applicable to the NEO’s equity awards, refer section of this Proxy Statement titled “Potential Payments Upon Termination or Change in Control – Separation Arrangements” and “Potential Payments Upon Termination or Change in Control – Change in Control Arrangements.” (11) 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 vested on June 30, 2024, and the remainder will vest on June 30, 2025, subject, in each case, to the NEO’s continued service through such date. For additional information about the accelerated vesting provisions applicable to the NEO’s equity awards, refer section of this Proxy Statement titled “Potential Payments Upon Termination or Change in Control – Separation Arrangements” and “Potential Payments Upon Termination or Change in Control – Change in Control Arrangements.”

  54. 2024 Option Exercises and Stock Vested

    2024 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 2024 for each NEO.

  55. 2024 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 | — | — | 4,932,618 | 6,404,533 | | Jamie L. Reynoso | — | — | 1,207,927 | 2,979,054 | | Conrad Wai | — | — | 1,185,127 | 3,008,215 | | Brady Priest | — | — | 833,662 | 2,247,543 | | Scott Leffler | — | — | 315,126 | 308,351 | | (1) Represents RSU or PRSU awards that vested in 2024. | | | | | | (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. | | | | |

  56. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  57. 2024 CEO Pay Ratio

    2024 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 2024 CEO, Mr. Andrew Toy. In determining our CEO pay ratio for fiscal year 2024, we determined that there were no changes to our employee population or compensation arrangements that would significantly impact our pay ratio disclosure. Accordingly, we used the same median employee as last year, which was determined as of December 31, 2023, as permitted by SEC rules. The 2024 total annual compensation value for Mr. Toy was $9,476,723 and the annual total compensation of our median compensated employee was $152,216. Accordingly, the ratio of the annual total compensation of the CEO to the median of the annual total compensation of all employees for 2024 was 62 to 1. The consistently applied compensation measure we used to identify the median employee as of December 31, 2023 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 Form W-2 Box 1 wages (or its foreign equivalent), for purposes of the 2024 CEO pay ratio, we calculated the 2024 total compensation for our CEO and the median employee for the 2024 fiscal year 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.

  58. 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.

  59. 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 2024, 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 four most recently completed fiscal years. The Company was not a reporting company during fiscal 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. 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.

  60. 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 | | 2024 | $9,476,723 | $23,936,110 | $3,290,481 | $7,351,147 | $19.66 | $78.23 | $(43,009) | 75.1% | | 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% |

  61. 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) 2024 and 2023: Andrew Toy (b) 2021 and 2022: Vivek Garipalli

  62. Pay Versus Performance Table

    | (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) 2024: Peter Kuipers, Jamie Reynoso, Conrad Wai, Brady Priest, Scott Leffler, and Terry Ronan | | | (b) 2023: Jamie Reynoso, Scott Leffler, Brady Priest, and Karen Soares | | | (c) 2022: Mark Herbers, Andrew Toy, Scott Leffler, Joseph Martin, and Brady Priest | | | (d) 2021: Mark Herbers, Andrew Toy, Jamie 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: | |

  63. Pay Versus Performance Table

    | Adjustments Table | | | | | 2024 | | | * | PEO | Average of Non-PEO NEOs | | Total Compensation from Summary Compensation Table | 9,476,723 | 3,290,481 | | Subtract: the amounts reported in the Summary Compensation Table in respect to all equity awards | (7,891,720) | (2,268,946) | | Add: the fair value of all equity awards granted during the year that were outstanding and unvested as of the end of the year, with the value calculated as of the end of year end | 6,019,108 | 4,739,520 | | Add: the positive or negative year-over-year change in fair value of all equity awards granted in prior years and remain outstanding and unvested as of the end of the year, with the value calculated as of year end | 14,627,156 | 1,315,575 | | Add: the positive or negative year-over-year change in fair value of all equity awards granted and vested during the year, with the final value calculated as of the vesting date | — | — | | Add: the positive or negative year-over-year change in fair value of all equity awards granted in prior years and that vested during the year, with the final value calculated as of the vesting date | 1,704,843 | 882,553 | | Subtract: the prior year’s year end value ascribed to any equity awards for which the vesting conditions were not met (and awards were therefore forfeited) as of the end of or during the year | — | (608,036) | | Compensation Actually Paid (CAP) | 23,936,110 | 7,351,147 | | *The Company does not sponsor or maintain a defined benefit pension plan, and no such benefits are provided to our NEOs; therefore, no adjustments have been made to the Summary Compensation Table totals for changes in pension values. | | | | The valuation assumptions used to calculate the fair values were updated as of each measurement date and may differ from those disclosed as of the grant date: | | | | a. For outstanding options, a Black Scholes model was used to calculate the fair value, with (i) expected term being calculated using the simplified method as of the grant date less elapsed time from the grant date to the valuation date, for options in-the-money on the valuation date, and at the midpoint of the vesting and contractual term, for options out-of-the-money on the valuation date; (ii) volatility being calculated using the same method as discussed in our Annual Report; (iii) risk-free rates based on the US Treasury Rate Yield Curve Rates, adjusted to approximate zero coupon yields using the “bootstrap” technique, as of the expected term calculated for each valuation date, and interpolated linearly; and (iv) dividend yield of 0% because the Company does not issue dividends, which is also consistent with the calculations discussed in the Annual Report. | | | | b. For RSUs, the closing price of our Class A Common Stock on the valuation date was utilized. | | | | c. For PRSUs for which the relevant performance period remains outstanding, a Monte Carlo model was used to simulate the Company stock prices in order to determine if the vesting condition is met. The model discounts the value of the PRSU at the assumed vesting date based on the risk-free rate. A similar methodology was used to determine the volatility, risk-free rate and dividend yield assumptions as those described for options above. | | | | (5) Total shareholder return (“TSR”) is the value of $100 at the end of the measurement period assuming invested in our stock as of the beginning of the measurement period. The beginning of the measurement period for this purpose is assumed to be the date of the closing of the Business Combination (January 7, 2021). | | | | (6) Peer group TSR is the value of $100 at the end of the measurement period assuming invested in the peer group index as of the beginning of the measurement period. The beginning of the measurement period for this purpose is assumed to be the date of the closing of the Business Combination (January 7, 2021). The peer group used for this purpose is the following published industry index: Nasdaq Health Care Index. | | | | (7) The dollar amounts reported represent our net income (loss), as reflected in our audited financial statements for the applicable year. | | | | (8) The percentage represents our Insurance MCR (which is a metric expressed as a percentage), as reflected in the Company's audited financial statements for the applicable year. While the Company principally used three financial performance measures in 2024 for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Insurance MCR is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company in 2024 to link compensation actually paid to the NEOs, to the Company’s performance. | | |

  64. 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 titled "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. 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 2024. 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. For 2023 and 2024, the CAP amounts for Mr. Toy and the Non-PEO NEOs take into account salary, bonus and equity awards granted to the executives, including in connection with the recruitment of certain executives in 2023 and 2024. While a significant portion of Mr. Toy’s and the Non-PEO NEOs' 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, Mr. Toy’s and the Non-PEOs NEOs’ CAP amounts are not as 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 $213.4 million for the year ended December 31, 2023 to a loss of approximately $43.0 million for the year ended December 31, 2024. This improvement did not play a specific role in setting the compensation for our NEOs, nor in the determination of the CAP amounts for Mr. Toy or the Non-PEO NEOs. As discussed above, the CAP amounts for Mr. Toy 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 2024 and was utilized as one of two equally weighted financial performance measures used to measure Company performance under the 2024 annual 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 30%, from 106% in 2021 to 75.1% in 2024. As discussed above, the CAP amounts for Mr. Toy and our Non-PEO NEOs were impacted by a number of factors. For Mr. Toy and the Non-PEO NEOs, the Insurance MCR outcome in 2024 resulted in achievement that meaningfully exceeded the Insurance MCR target for 2024. This outcome positively impacted the Company’s performance across the 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 and 2024. Lower bonuses were paid in 2021 based on outcomes less than target for the bonus plan achievement in 2021. These bonus payouts impacted Mr. Toy 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 2024, 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.