DEF 14A of Clover Health Investments, Corp. /De, Apr 28, 2026

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

Filed Apr 28, 2026 · FY20250001801170-26-000102

Open on EDGAR

  1. Board of Directors

    Board of Directors The following table provides information regarding our directors as of April 28, 2026:

  2. Board of Directors

    | Name | Age | Position(s) | | Directors | | | | Andrew Toy | 47 | Co-Founder, Chief Executive Officer and Director | | Vivek Garipalli | 47 | Co-Founder and Executive Chairperson | | Carladenise Armbrister Edwards Ph.D(1)(2)(4) | 56 | Director | | Demetrios L. Kouzoukas(2)(3)(4) | 50 | Lead Independent Director | | Anna U. Loengard, M.D.(1)(4) | 57 | Director | | William G. Robinson, Jr.(1)(3) | 61 | Director | | Thomas L. Tran(2)(3) | 69 | 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. | | |

  3. Board of Directors

    The following Class II directors are nominated for election at the Annual Meeting to serve until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified: 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. 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: 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 responsible for overseeing the County’s annual operating budget and managing the Departments of Office of Management and Budget (OMB) in addition to its other operating functions. 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.

  4. 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. The following Class I directors’ terms will continue until the 2028 annual meeting of stockholders: 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 formerly served as a member of the board of directors of American Public Education, Inc. and as a member of the board of trustees for the American Public University System. 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.

  5. ITEM 1. ELECTION OF DIRECTORS

    ITEM 1. ELECTION OF DIRECTORS The first proposal in this Proxy Statement is the election of nominees Demetrios L. Kouzoukas, Andrew Toy and Thomas L. Tran as Class II directors to our Board. If elected, the Class II nominees will serve until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified. All Class III and Class I directors will continue in office until the expiration of their terms at the 2027 and 2028 annual meetings of stockholders, respectively. A nominee for director shall be elected to the Board by a plurality of the votes present in-person 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. The authorized number of directors under our Bylaws will remain unchanged at nine directors, and the Board of Directors expects to operate with two vacant director seats following the Annual Meeting. Our Charter provides that our Board of Directors is divided into three classes. One class of directors is elected at each annual meeting of stockholders to serve until the third succeeding annual meeting of stockholders and until their respective successors have been duly elected and qualified. The Board expects each nominee to be available for election. If any nominee should become unavailable to serve as a director for any reason prior to the Annual Meeting, the Board may substitute another person as a nominee. In that case, any shares you vote via proxy will be voted for that other person. THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF THE NOMINEES FOR DIRECTOR. The biographies of each of the nominees named above contain information regarding the nominee's service as a director, business experience, public company director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and the Board to determine that the person is qualified to serve as a director of the Company.

  6. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION

  7. Director Compensation

    Director Compensation

  8. 2025 Outside Director Compensation Policy

    2025 Outside Director Compensation Policy Our outside director compensation policy, as most recently amended and restated on June 21, 2023 (the "Director Compensation Policy"), governs our outside 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, 2025, 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 2025, due to each having status as an employee of the Company. Cash Compensation in 2025 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 2025 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.

  9. Director Compensation Table for Fiscal Year 2025

    Director Compensation Table for Fiscal Year 2025 The following table contains information concerning the compensation of our directors for the year ended December 31, 2025, excluding Andrew Toy (for information on Andrew Toy’s compensation for the year ended December 31, 2025, please see the Summary Compensation Table later in this Proxy Statement):

  10. Director Compensation Table for Fiscal Year 2025

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards(2) | Total ($) | | Chelsea Clinton(3) | 65,065 | 206,096 | — | 271,161 | | Carladenise Armbrister Edwards, Ph.D. | 67,500 | 206,096 | — | 273,596 | | Vivek Garipalli(4) | — | — | — | — | | Demetrios L. Kouzoukas | 95,000 | 206,096 | — | 301,096 | | Anna U. Loengard, M.D. | 72,500 | 206,096 | — | 278,596 | | William G. Robinson, Jr. | 80,000 | 206,096 | — | 286,096 | | Lee A. Shapiro(5) | 62,750 | 206,096 | — | 268,846 | | Thomas L. Tran | 69,083 | 206,096 | — | 275,179 | | (1) Represents the aggregate grant date fair value of RSU awards granted 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 2025, excluding Andrew Toy, held the following number of unexercised stock options and unvested RSUs as of December 31, 2025: | | | | |

  11. Director Compensation Table for Fiscal Year 2025

    | Name | Options Outstanding | Unvested Restricted Stock Units Outstanding | | Chelsea Clinton | 685,690 | — | | Carladenise Armbrister Edwards, Ph.D. | — | 60,975 | | Vivek Garipalli | — | 16,078,444 | | Demetrios L. Kouzoukas | — | 60,975 | | Anna U. Loengard, M.D. | — | 60,975 | | William G. Robinson, Jr. | — | 60,975 | | Lee A. Shapiro | — | — | | Thomas L. Tran | — | 60,975 |

  12. Director Compensation Table for Fiscal Year 2025

    | (3) Ms. Clinton departed from the Company as a director effective October 31, 2025. | | (4) 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. As of December 31, 2025, Mr. Garipalli held 3,342,699 RSUs that vest in one remaining installment on January 7, 2026, and held 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 vested 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 would have been 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. Since the performance requirements were not met, the hybrid performance-based RSUs were forfeited as of January 7, 2026. | | (5) Mr. Shapiro departed from the Company as a director effective June 10, 2025. |

  13. 2025 Executive Compensation Overview

    2025 Executive Compensation Overview Philosophy and Objectives The cornerstone of our compensation philosophy is pay-for-performance while also ensuring retention of key executive talent. We tie a significant portion of the total compensation for our executive officers to the achievement of both near-term and long-term Company operating and financial results. Our NEO's compensation incorporates annual cash bonus awards and cash-based incentive awards as part of our long-term incentive program, both of which are dependent on performance outcomes to be payable, as well as equity-based awards, which we also consider to be "at-risk" compensation because their value depends on the Company's stock price performance over the award's vesting period. Under this philosophy, a substantial majority of the total target compensation awarded in 2025 to our executive officers as a group, including both cash and equity, was variable and at-risk. Pay-for-performance compensation, including equity grant holdings, motivates our executive officers to achieve the Company's performance goals and focus on long-term value creation. By linking a substantial portion of compensation to the achievement of the Company's performance goals and refraining from providing executive perks, "golden parachute" excise tax gross-ups, or accelerated equity vesting (except in the case of certain termination and change of control circumstances), our executive compensation program design strives to align the interests of our executive officers with those of our stockholders. We also seek to attract, motivate, and retain highly-qualified, top-performing executives who are committed to the Company's mission, performance, and culture, by paying them competitively compared to our peer companies. What We Do •Reward performance that meets our annual predetermined goals •Base a significant portion of our NEOs' (including our CEO's) compensation on Company performance •Align the interests of our NEOs with our stockholders through equity awards •Cap payouts under our plans to discourage inappropriate risk taking by our NEOs •Have double-trigger change in control provisions for equity awards •Require our executive officers to achieve and maintain minimum amounts of ownership in Company stock within a specified time-frame •Require our Board to "claw back" certain cash and equity incentive compensation from our executive officers if the Company is required to restate its financial statements •Have only independent directors on our Talent and Compensation Committee •Arrange for our Talent and Compensation Committee to retain an independent compensation consultant What We Do Not Do •Permit short sales, hedging or pledging of our stock •Enter into employment agreements that provide for fixed terms or automatic compensation increases •Pay excessive change in control benefits •Provide executives with golden parachute tax gross-ups or excessive perquisites •Permit repricing or cashing out of underwater stock options without stockholder approval •Maintain executive pension plans or retirement programs not generally available to all employees •Provide incentives that would encourage executives to take excessive risks

  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. •For each selected goal, no payout occurs if the Company does not achieve a minimum of 50% of the pre-determined target, and payout amounts are capped at 150% of target when maximum performance level is achieved (or exceeded). | | Equity Awards | Time-Based RSUs ("RSUs") and Performance-Based RSUs ("PRSUs")/Variable | •Annual and special long-term equity 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, 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 | •A component of our long-term incentive program designed to complement equity-based awards and assist us in managing our equity plan share reserve. •The 3-year MIP program is designed to motivate and retain management team members and the level of payment depends on performance achievement. •The incentive opportunity is divided into three tranches, with two annual measurement periods, followed by an additional one-year time-based vesting condition for an amount determined by the outcomes for the prior two years. | | 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. Short Term Incentives

    Short Term Incentives For performance in 2025, NEOs, like our other employees who participated in our annual bonus program, received payment related to performance during a “stub period” (October 1, 2024 – March 31, 2025) and for a full year of January 1, 2025 – December 31, 2025 as a result of a decision by the Talent and Compensation Committee to shift our annual bonus cycle back to a calendar year schedule, after utilizing a period of July through June of the next year for two prior cycles. To account for the gap between the performance period that ended June 30, 2024, and the new calendar-year performance period that began on January 1, 2025, the Talent and Compensation Committee approved the adoption of a “stub period” bonus, measuring performance beginning October 1, 2024, and ending March 31, 2025 (i.e. over 6 months). The metrics for the “stub period,” which were selected in October 2024, focus on operational goals related to member retention, including Annual Election Period (“AEP”) Voluntary Retention, Returning Member Voluntary Retention, and New Member Voluntary Retention. The 2025 annual bonus, for the period January 1, 2025 – December 31, 2025, continued to measure AEP Voluntary Retention while also incorporating Membership Growth, and Adjusted EBITDA, as well as adding a modifier based upon the Company’s Stars rating. To take into account the 6-month measurement period, each NEO’s target bonus amount for the stub period was generally set at 50% of the NEO’s annual target bonus amount and, for the 2025 annual bonus, each NEO’s target bonus was the NEO’s full annual target amount. The relevant target bonus amounts, as a percentage of each NEO’s base salary, were as follows:

  16. Short Term Incentives

    | Name | Stub Period Target Cash Bonus October 1, 2024 – March 31, 2025 (as % of Base Salary) | 2025 Annual Target Cash Bonus January 2025 - December 2025 (as % of Base Salary) | | Andrew Toy | 50.0% | 100.0% | | Peter Kuipers | 47.5% | 95.0% | | Jamie L. Reynoso | 37.5% | 75.0% | | Brady Priest | 37.5% | 75.0% | | Conrad Wai | 37.5% | 75.0% |

  17. Short Term Incentives

    Stub Bonus (October 1, 2024 - March 31, 2025) The performance metrics for the stub period included AEP Voluntary Retention, Returning Member OEP Voluntary Retention, and New Member OEP Voluntary Retention, weighted 75%, 20%, and 5% respectively, each defined as follows: •AEP Voluntary Churn: This represents the percentage of members who voluntarily discontinue enrollment with Clover in connection with the AEP and is measured as voluntary disenrollments associated with AEP elections (effective January 1 following AEP) divided by total membership as of December 1 of the applicable year. For purposes of this metric, members who remain effective through December 31 but are no longer effective as of January 1 due to an election made during AEP are included as voluntary churn. Voluntary churn is determined at the parent organization (Clover) level, such that members who switch between Clover-owned plans are not considered churned, while members who leave Clover entirely are included; involuntary disenrollment events (e.g., death, loss of eligibility, or service area changes) are excluded. •Returning Member OEP Voluntary Churn: This represents the percentage of returning members who voluntarily discontinue enrollment with Clover during the Open Enrollment Period (“OEP”) and is measured as voluntary disenrollments occurring between January 1 and March 31 divided by the total number of unique returning members during that same period. For purposes of this metric, members who remain effective through March 31 but are no longer effective as of April 1 due to an election made during OEP are included as voluntary churn. Voluntary churn is determined at the parent organization (Clover) level, such that members who switch between Clover-owned plans are not considered churned, while members who leave Clover entirely are included; involuntary disenrollment events are excluded. •New Member OEP Voluntary Churn: This represents the percentage of new members who voluntarily discontinue enrollment with Clover during the OEP and is measured as voluntary disenrollments occurring between January 1 and March 31 divided by the total number of unique new members during that same period. For purposes of this metric, members who remain effective through March 31 but are no longer effective as of April 1 due to an election made during OEP are included as voluntary churn. Voluntary churn is determined at the parent organization (Clover) level, such that members who switch between Clover-owned plans are not considered churned, while members who leave Clover entirely are included; involuntary disenrollment events are excluded. The table below sets forth the established threshold, target and maximum performance levels and applicable bonus pool funding level for each stub period metric (with the achievement percentage, subject to linear interpolation between these levels):

  18. Short Term Incentives

    | Stub Period Funding Level | AEP Voluntary Retention (Weighted 75%) | Returning Member Voluntary Retention (Weighted 20%) | New Member Voluntary Retention (Weighted 5%) | | 0% Funding | <60 bps | <10 bps | <20 bps | | 50% Funding | 60 bps | 10 bps | 20 bps | | 75% Funding | 160 bps | 30 bps | 50 bps | | 100% Funding | 260 bps | 60 bps | 100 bps | | 150% Funding | 460 bps | 110 bps | 250 bps |

  19. Short Term Incentives

    In May 2025, the Talent and Compensation Committee certified that the Company achieved an AEP Voluntary Retention of 510 bps which equates to a funding level of 150% of target, an Returning Member Voluntary Retention of 54 bps, which equates to a funding level of 95% of target, and a New Member Voluntary Retention of 219 bps, which equates to a funding level of 140%. On a combined basis, with the weighting of the three metrics, these outcomes would result in a funding level of 138% 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’ stub period bonuses at the achievement level of 138% of target which were paid in May 2025. 2025 Annual Bonuses (January 1, 2025 - December 31, 2025) The performance metrics for the 2025 annual bonus performance period included Membership Growth weighted at 25%, AEP Voluntary Retention Variance weighted at 25%, and Adjusted EBITDA weighted at 50%. The Company believes these financial and business performance metrics align our named executive officers' incentives with the Company’s desire to drive sustainable growth and value creation. These metrics are defined generally as follows: •Membership Growth: This is defined as total members as of January 1, 2026, based on the February 2026 Monthly Membership Report (“MMR”). While membership may be subject to immaterial changes as additional MMRs are received, results are finalized following the February MMR for purposes of performance measurement. Performance is assessed against pre-established targets set forth in an attainment table using the Company’s internal membership reporting. •AEP Voluntary Retention: This measures the year-over-year change in voluntary retention during the Annual Enrollment Period, calculated as 2025 retention less 2024 retention. Retention is defined as one minus voluntary churn during AEP divided by membership as of December 1, 2025. Voluntary churn includes members who elect to leave Clover Health during AEP and excludes intra-company transfers and involuntary disenrollment. Performance is measured based on year-over-year improvement relative to pre-established targets. •Adjusted EBITDA: Adjusted EBITDA is defined by us as net loss from continuing operations before depreciation and amortization, loss on investment, interest expense, change in fair value of warrants, stock-based compensation, premium deficiency reserve expense, restructuring (recoveries) costs, impairment of goodwill and other intangible assets, and non-recurring legal expenses and settlements. Adjusted EBITDA is a key measure used by our management team and the board of directors to understand and evaluate our operating performance and trends, to prepare and approve our annual budget and to develop short and long-term operating plans. The table below sets forth the established threshold, target and maximum performance levels and applicable payout amounts for each annual bonus metric (with the achievement percentage, subject to linear interpolation between these levels):

  20. Short Term Incentives

    | 2025 Annual Bonus Funding Level | Membership Growth (Weighted 25%) | AEP Voluntary Retention (Weighted 25%) | Adjusted EBITDA (Weighted 50%) | | 0% Funding | <25% | >(150 bps) | <$66M | | 50% Funding | 25% | (150 bps) | $66M | | 75% Funding | 35% | 0 bps | $70M | | 100% Funding | 45% | 100 bps | $87M | | 150% Funding | 60% | 200 bps | $92M |

  21. Short Term Incentives

    In February 2026, the Talent and Compensation Committee certified that the Company achieved a Membership Growth year over year of approximately 53% which equates to a funding level of 128% of target, year over year change in AEP Voluntary Retention of approximately 109 bps which equates to a funding level of 104%, but did not reach the threshold performance level for the Adjusted EBITDA metric. On a combined basis, with the weighting of all metrics, these outcomes would have resulted in a funding level of 58% of target, before the Stars rating multiplier. The Talent and Compensation Committee, in consultation with management, considered the metric achievement, and in light of only achieving a 3.5 Stars rating, which triggered a cutback that reduced the 2025 overall bonus achievement level by 50%, determined that no bonuses would be paid to the NEOs in respect of the 2025 annual bonus period.

  22. 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. For 2025, the long-term incentive program consisted of RSU grants and a three-year MIP, as described below. Similar to the approach taken for our short-term bonus program to re-establish the calendar year as the long-term incentive compensation cycle beginning in January 2025, in connection with its annual review of compensation packages in October 2024, the Talent and Compensation Committee approved target long-term incentive compensation amounts for the NEOs for the three-year performance cycle beginning January 2025, as described in the table below, allocating, for each NEO, 60% of the aggregate amount to be granted as RSUs and 40% to represent the NEO’s aggregate target performance amount under the 2025 MIP covering the period January 1, 2025 – December 31, 2027 (the "2025 MIP").

  23. Long-Term Incentive Programs

    | Name | Target Long-Term Incentive Compensation amount ($) | Number of RSUs Granted(1) | | Target Payouts(2) | | | | | | Number of RSUs Granted in October 2024 | Number of RSUs Granted in May 2025 | 2025 Cash MIP First Tranche Target Payout ($) | 2025 Cash MIP Second Tranche Target Payout ($) | 2025 Cash MIP Third Tranche Target Payout ($) | | Andrew Toy | 10,000,000 | 1,910,828 | — | 1,333,333 | 1,333,333 | 1,333,333 | | Peter Kuipers(3) | — | — | 326,647 | 253,333 | 253,333 | 253,333 | | Jamie L. Reynoso | 3,800,000 | 726,114 | — | 506,667 | 506,667 | 506,667 | | Brady Priest | 3,800,000 | 726,114 | — | 506,667 | 506,667 | 506,667 | | Conrad Wai | 3,800,000 | 726,114 | — | 506,667 | 506,667 | 506,667 | | (1) Represents, for NEOs other than Peter Kuipers, 60% of the NEO’s 2025 long-term incentive compensation amount. | | | | | | | | (2) The aggregate amount of the three tranches represents, for NEOs other than Peter Kuipers, 40% of the NEO’s long-term incentive compensation amount. | | | | | | | | (3) Pursuant to the terms of his employment agreement, Mr. Kuipers received 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. In recognition of his one-year anniversary and to incorporate him into the 2025 long-term incentive compensation program, Mr. Kuipers was awarded a pro-rated RSU grant and a pro-rated 2025 Cash MIP target of $760,000. | | | | | | |

  24. Long-Term Incentive Programs

    2025 Equity Awards The RSUs granted as part of the 2025 long-term incentive program, as set forth in the table above, were granted to the NEOs, other than Mr. Kuipers, in October 2024. Therefore, these grants were reported in the Summary Compensation Table last year (reporting 2024 compensation) in accordance with the applicable disclosure rules. These RSUs, as well as the RSUs to Mr. Kuiper granted in May 2025, 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, please see “Potential Payments Upon Termination or Change in Control" below. 2025 MIP As described above, 40% of the target incentive values that the Talent and Compensation Committee established as part of the 2025 long-term incentive program was allocated to potentially be earned under the 2025 MIP. The 2025 MIP covers the three-year performance period of January 1, 2025 to December 31, 2027 and is comprised of three tranches. The first two tranches consist of two measurement periods: (i) January 1, 2025 through December 31, 2025, and (ii) January 1, 2026 through December 31, 2026, with payment determined based on performance against metrics chosen for that measurement period. Each of these tranches is eligible for payout between zero - 150% of target based on the level of achievement, with no payment occurring in respect of a particular metric if performance does not meet the metric’s threshold level. The third tranche of the 2025 MIP will be payable following the December 31, 2027 vesting date in an amount equal to an average of the payouts earned for the first two tranches, if any. All payments under the 2025 MIP are subject to the eligible officer's continued service through each of the payment dates. 2025 MIP - Tranche 1 (measurement period January 1, 2025 to December 31, 2025) The performance metrics used to determine payout for the first measurement period under the 2025 MIP were Incurred Gross Profit Per Member Per Month Variance ("Incurred GP") and the Company’s Stars rating. Incurred Gross Profit measures benefit from new and returning members, and this measure is impacted by managing clinical program enrollment, expanding the value of clinical programs, enrolling new members in our Clover Assistant platform early in their membership, and managing medical expense. The Company’s Stars rating is a metric reflecting the revenue, servicing, and clinical quality provided under Clover's Medicare Advantage plans. The tables below set forth the established threshold, target and maximum performance levels and applicable payout amounts for the performance period beginning on January 1, 2025, and ending on December 31, 2025, for each metric (with the achievement percentage, subject to linear interpolation between these levels):

  25. Long-Term Incentive Programs

    | Funding Level | Incurred GP PMPM Variance (Weighted 50%) | | 0% Funding | <(10.0%) | | 50% Funding | (10)% | | 75% Funding | (5)% | | 100% Funding | —% | | 150% Funding | 5% |

  26. Long-Term Incentive Programs

    | Funding Level | Stars Rating (Weighted 50%) | | 0% Funding | 3.5 | | 100% Funding | 4 | | 150% Funding | 4.5 |

  27. Long-Term Incentive Programs

    In February 2026, the Talent and Compensation Committee certified that the Company did not achieve the threshold level of performance for Incurred GP PMPM Variance, nor a Stars rating that met the threshold for funding in respect of that metric. Therefore, the Talent and Compensation Committee determined that no payment was earned by the NEOs in respect of the 2025 MIP’s first tranche for the performance period beginning on January 1, 2025 and ending on December 31, 2025. 2023 Cash MIP – Second Tranche (measurement period July 2024 – June 2025) In October 2023, we established a three-year cash-based MIP (the “2023 MIP”), of which the measurement period for the second tranche ended on June 30, 2025. The 2023 MIP works similarly to the 2025 MIP described above. In 2023, each eligible executive officer was granted an aggregate target award that was eligible to be earned in three installments. Performance for the first tranche of the 2023 MIP resulted in a payout of 150% of target, and was paid in August 2024. Results for the second tranche are described below. Payout of the third tranche under the 2023 Cash MIP will be calculated as the average of the payouts for the first two tranches and payable following the June 30, 2026 vesting date. The performance metric used to determine payout for the second tranche measurement period (July 1, 2024 – June 30, 2025) under the 2023 MIP was Clover Assistant Touch ("CA Touch"). CA Touch refers to interactions our members have with Clover Assistant, through Primary Care Physicians, specialists, assessments, and other providers. The following table includes the CA Touch target amounts approved by the Talent and Compensation Committee for the second measurement period, the Company’s actual achievement of the performance metric for the period, and the applicable achievement percentage:

  28. Long-Term Incentive Programs

    | | CA Touch 2H 24 July-December 2024 | CA Touch 1H 25 January-June 2025 | | Target Amount | 57,000 | 45,000 | | Actual Amount | 56,876 | 51,925 | | Achievement Percentage | 98% | 150% |

  29. Long-Term Incentive Programs

    Based on the level of achievement, the second tranche of the 2023 MIP was earned at 124% of the target amount. The actual payout amounts approved for each NEO for first and the second tranches of the 2023 MIP, and the average that will be eligible for payment as the third tranche, subject to continued employment through the vesting date, are as follows:

  30. Long-Term Incentive Programs

    | Name | 2023 Cash MIP First Tranche Actual Payout Paid August 2024 ($) | 2023 Cash MIP Second Tranche Actual Payout Paid August 2025 ($) | 2023 Cash MIP Third Tranche Payout Amount Payable August 2026 Subject to Service ($) | | Andrew Toy(1) | — | — | — | | Peter Kuipers(1) | — | — | — | | Jamie Reynoso | 750,000 | 620,000 | 685,000 | | Conrad Wai | 550,000 | 454,667 | 502,334 | | Brady Priest | 550,000 | 454,667 | 502,334 | | (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 MIP program. Under this program, each eligible executive officer was granted a target share award of restricted stock units, eligible to be earned in two installments. The payout under the 2023 PRSU ranged 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-year measurement periods and subject to the executive officer’s continued service through each of the two payment dates. Payout of the second installment under the 2023 PRSU was based upon the July 1, 2024 through June 30, 2025 metric achievement and continued service, and payable on October 31, 2025. Based on the achievement and the continuing service of the NEOs, the second installment of the 2023 PRSU was earned at 130% of the target amount, resulting in the following payouts in the form of shares in October 2025:

  32. Long-Term Incentive Programs

    | Name | 2025 PRSU Second Installment Payout | | Andrew Toy(1) | — | | Peter Kuipers(1) | — | | Jamie Reynoso | 259,000 | | Brady Priest | 189,934 | | Conrad Wai | 189,934 | | (1) NEO was not eligible to receive a 2023 PRSU award. | |

  33. 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.

  34. 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 2025 peer group. | |

  35. 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 General Counsel, Chief People Officer, 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.

  36. 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 2025, 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 2025, we did not grant stock options to our NEOs.

  37. 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 2025 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 2025, the primary peer group used to inform our Talent and Compensation Committee of pay decisions and practices remained the same as the group used in fiscal year 2024 and included:

  38. Our Compensation-Setting Process

    | Primary Peer Group Companies | | | Agilon Health | ModivCare | | Alignment Healthcare | Omnicell | | Astrana Health (formerly Apollo Medical) | Oscar Health | | Claritev | Phreesia | | DocGo | Privia Health Group | | eHealth | Progyny | | Evolent Health | SelectQuote | | GoHealth | Teladoc Health | | Health Catalyst | Veradigm | | Jamf | |

  39. 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.

  40. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation of the 2025 NEOs for each of the last three or fewer fiscal years during which such individuals were executive officers:

  41. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total Compensation ($) | | Andrew Toy, Co-Founder and Chief Executive Officer | 2025 | 800,000 | — | — | — | 509,539 | 9,846 | 1,319,385 | | | 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 | | Peter Kuipers, Chief Financial Officer | 2025 | 525,000 | — | 1,175,929 | — | 344,138 | — | 2,045,067 | | | 2024 | 367,213 | — | 4,617,123 | — | — | — | 4,984,336 | | Jamie L. Reynoso, Chief Executive Officer of Medicare Advantage | 2025 | 550,001 | — | — | — | 904,626 | 13,539 | 1,468,166 | | | 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 | | Conrad Wai, Chief Executive Officer of Counterpart Health | 2025 | 495,000 | — | — | — | 704,461 | 12,477 | 1,211,938 | | | 2024 | 479,262 | — | 2,998,851 | — | 976,708 | 10,877 | 4,465,698 | | Brady Priest, Chief Executive Officer of Clover Care Services | 2025 | 495,000 | — | — | — | 704,461 | — | 1,199,461 | | | 2024 | 479,262 | — | 2,998,851 | — | 976,708 | — | 4,454,821 | | | 2023 | 453,847 | — | 699,086 | — | 194,063 | — | 1,346,996 | | (1) Represents the aggregate grant date fair value of RSU awards granted in 2025 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. As part of the Company’s shift back to a calendar year compensation cycle, the RSU awards attributable to the 2025 long-term equity program were granted in October 2024 and reported in this table in respect of 2024 in accordance with the applicable disclosure rules. | | | | | | | | | | (2) No stock options were granted to the NEOs in 2025, 2024,or 2023 | | | | | | | | | | (3) Represents payments made, if any, in respect of (i) the Company's 2025 annual cash bonus program for the performance period beginning January 1, 2025, and ending December 31, 2025, (ii) the stub period bonuses paid in respect of the performance period beginning on October 1, 2024, and ending on March 31, 2025, and (iii) the 2023 MIP for the second measurement period (July 1, 2024 – June 30, 2025). For additional information about each program, refer to the section of this Proxy Statement titles "Compensation Discussion and Analysis - Short-Term Incentives" and "Compensation Discussion and Analysis - Long-Term Incentives," respectively. | | | | | | | | | | (4) Represents the Company's matching contributions to our 401(k) plan. | | | | | | | | |

  42. Grants of Plan-Based Awards for the Year Ended December 31, 2025

    Grants of Plan-Based Awards for the Year Ended December 31, 2025

  43. Grants of Plan-Based Awards for the Year Ended December 31, 2025

    | Name | Grant 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) | — | 800,000 | 1,200,000 | — | — | | | (2) | — | 4,000,000 | 6,000,000 | — | — | | Peter Kuipers | (1) | — | 498,750 | 748,125 | — | — | | | (2) | — | 760,000 | 1,140,000 | — | — | | | 5/19/2025(3) | — | — | — | 326,647 | 1,175,929 | | Jamie L Reynoso | (1) | — | 412,500 | 618,750 | — | — | | | (2) | — | 1,520,000 | 2,280,000 | — | — | | Conrad Wai | (1) | — | 371,250 | 556,875 | — | — | | | (2) | — | 1,520,000 | 2,280,000 | — | — | | Brady Priest | (1) | — | 371,250 | 556,875 | — | — | | | (2) | — | 1,520,000 | 2,280,000 | — | — | | (1) Represents possible cash incentive awards to be earned under the Company's annual cash bonus program for the performance period beginning January 1, 2025, and ending December 31, 2025, based 100% upon the achievement of certain performance levels with respect to the relevant metrics. 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. Based on performance results, no amount became payable in respect of the 2025 annual cash bonus program. Amounts reported in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table pertain to the stub period bonus granted in 2024, and the second measurement period of the 2023 MIP granted in 2023. For additional information about these awards, refer section of this Proxy Statement titled “Compensation Discussion and Analysis – Short-Term Incentives.” | | | | | | | | (2) Represents potential cash incentive awards to be earned under the Company’s 2025 MIP, which is a three-year cash bonus program based 100% upon Company performance with respect to performance metrics selected by the Talent and Compensation Committee over two measuring periods (and three payment dates). The actual total incentive award could range from 0% of the NEO’s target incentive amount to 150% of the NEO’s target incentive amount if the goals were all achieved at the maximum level and employment continues through each vesting date. For additional information about these awards refer to the section of this Proxy Statement titled “Compensation Discussion and Analysis – Long-Term Incentive Programs - 2025 MIP. | | | | | | | | (3) 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.” | | | | | | |

  44. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025 The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each NEO as of December 31, 2025.

  45. Outstanding Equity Awards at December 31, 2025

    | 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 | 2/4/2020 | 3,669,607 | 5.45 | 2/3/2030 | — | — | — | — | | | 2/4/2020 | 5,334,515 | 2.23 | 2/3/2030 | — | — | — | — | | | 7/22/2018 | 3,786,201 | 1.67 | 7/21/2028 | — | — | — | — | | | 8/8/2022(4) | — | | | 505,326 | 1,187,516 | — | — | | | 1/01/2023(5) | — | | | 3,042,035 | 7,148,782 | — | — | | | 10/15/2024(6) | — | | | 1,433,121 | 3,367,834 | — | — | | | 1/07/2021(7) | — | | | — | — | 3,582,291 | 8,418,384 | | | 1/07/2021(7) | — | | | — | — | 11,142,328 | 26,184,471 | | Peter Kuipers | 4/29/2024(6) | — | | | 4,280,821 | 10,059,929 | — | — | | | 5/19/2025(6) | — | | | 326,647 | 767,620 | — | — | | Jamie L. Reynoso | 7/27/2020 | 465,316 | 4.67 | 7/26/2030 | — | — | — | — | | | 6/29/2020 | 51,701 | 3.66 | 6/28/2030 | — | — | — | — | | | 3/14/2022(6) | — | | | 31,935 | 75,047 | — | — | | | 9/16/2022(6) | — | | | 66,255 | 155,699 | — | — | | | 1/03/2023(6) | — | | | 110,620 | 259,957 | — | — | | | 10/15/2024(6) | — | | | 544,585 | 1,279,775 | — | — | | Conrad Wai | 3/14/2022(6) | — | | | 193,799 | 455,428 | — | — | | | 10/15/2024(6) | — | | | 544,585 | 1,279,775 | — | — | | 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) | — | | | 317,797 | 746,823 | — | — | | | 10/15/2024(6) | — | | | 544,585 | 1,279,775 | — | — |

  46. Outstanding Equity Awards at December 31, 2025

    (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. As of December 31, 2025, all outstanding options are vested and exercisable. (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 $2.35 on December 31, 2025. (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 or her 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 would have vested if both the service and performance requirements were met. The service requirement was satisfied in five equal annual installments on the anniversaries of the grant date, subject to continued service with the Company. The performance requirement would have been 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 have been 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, as of December 31, 2025. As of January 7, 2026, the hybrid PRSU awards were forfeited because the performance conditions were not satisfied. 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.”

  47. 2025 Option Exercises and Stock Vested

    2025 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 2025 for each NEO.

  48. 2025 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 | — | — | 3,585,103 | 10,881,659 | | Peter Kuipers | — | — | 2,568,494 | 8,702,914 | | Jamie L. Reynoso | — | — | 1,317,828 | 4,225,049 | | Conrad Wai | — | — | 1,366,656 | 4,345,955 | | Brady Priest | — | — | 1,015,191 | 3,372,372 | | (1) Represents RSU or PRSU awards that vested in 2025. | | | | | | (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. | | | | |

  49. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  50. 2025 CEO Pay Ratio

    2025 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 2025 CEO, Mr. Andrew Toy. The 2025 total annual compensation value for Mr. Toy was $1,319,385 and the annual total compensation of our median compensated employee was $136,911. Accordingly, the ratio of the annual total compensation of the CEO to the median of the annual total compensation of all employees for 2025 was 10 to 1.The decrease in the pay ratio compared to prior years is primarily due to lower total annual compensation of the CEO, as no equity awards were granted to Mr. Toy in FY2025. The consistently applied compensation measure we used to identify the median employee as of December 31, 2025 was W-2 Box 1 wages (or its foreign equivalent) paid to employees from January 1, 2025, to December 31, 2025. Foreign currencies were converted into U.S. dollars based on the daily exchange rate on December 31, 2025. After we identified the median employee using Form W-2 Box 1 wages (or its foreign equivalent), for purposes of the 2025 CEO pay ratio, we calculated the 2025 total compensation for our CEO and the median employee for the 2025 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.

  51. 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.

  52. 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 2025, 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 five most recently completed fiscal years. 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.

  53. 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) | Star Rating | | | | | | | 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 | | 2025 | $1,319,385 | $(3,076,416) | $1,481,158 | $289,564 | $14.67 | $95.91 | $(85,549) | 3.50 | | 2024 | $9,476,723 | $23,936,110 | $3,290,481 | $7,351,147 | $19.66 | $78.23 | $(43,009) | 4.00 | | 2023 | $10,154,701 | $10,673,790 | $1,677,797 | $1,836,836 | $5.94 | $78.90 | $(213,361) | 3.50 | | 2022 | $— | $(39,375,427) | $9,284,785 | $2,340,139 | $5.81 | $74.06 | $(338,844) | 3.50 | | 2021 | $389,569,439 | $62,373,190 | $37,030,665 | $(16,627,248) | $23.22 | $93.07 | $(587,756) | 3.50 |

  54. 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 Compensation" column of the Summary Compensation Table in each applicable year. The names of the PEOs in each applicable year are as follows: (a) 2025, 2024 and 2023: Andrew Toy (b) 2021 and 2022: Vivek Garipalli

  55. 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) 2025: Peter Kuipers, Jamie Reynoso, Conrad Wai, and Brady Priest | | | (b) 2024: Peter Kuipers, Jamie Reynoso, Conrad Wai, Brady Priest, Scott Leffler, and Terry Ronan | | | (c) 2023: Jamie Reynoso, Scott Leffler, Brady Priest, and Karen Soares | | | (d) 2022: Mark Herbers, Andrew Toy, Scott Leffler, Joseph Martin, and Brady Priest | | | (e) 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: | |

  56. Pay Versus Performance Table

    | Adjustments Table | | | | | 2025 | | | * | PEO | Average of Non-PEO NEOs | | Total Compensation from Summary Compensation Table | 1,319,385 | 1,481,158 | | Subtract: the amounts reported in the Summary Compensation Table in respect to all equity awards | — | (293,982) | | 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 | — | 191,905 | | 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 | (3,984,386) | (1,326,996) | | 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 | (411,415) | 237,479 | | 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 | — | — | | Compensation Actually Paid (CAP) | (3,076,416) | 289,564 | | *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) In the Company's assessment, Star ratings are one of the most important business performance measures. In 2025, the Company used this metric to link compensation actually paid to performance. The Company measures its Star rating based on its H5141 contract, which currently serves over 95% of the Company's membership base. For compensation purposes, the Star rating for this contract is measured based on the year in which the rating is announced by CMS. | | |

  57. 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 2025. 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.