Neil de Crescenzo
About Neil de Crescenzo
Neil de Crescenzo (age 63) was appointed as an independent Class II director of CCC Intelligent Solutions on November 6, 2024, with his current term expiring at the fiscal year 2026 annual meeting. He is CEO of TRIMEDX; previously CEO of Change Healthcare (2013–Oct 2022, through its acquisition by Optum) and CEO of Optum Insight until October 2023. He held prior roles at Oracle and IBM. He serves on the board of Jazz at Lincoln Center, is a Trustee of the Committee for Economic Development of The Conference Board, and is a past Chairman of the Healthcare Leadership Council. He holds a BA in Political Science from Yale University and an MBA from Northeastern University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TRIMEDX | Chief Executive Officer | Current | Healthcare technology operating expertise |
| Change Healthcare | Chief Executive Officer | 2013 – Oct 2022 | Led company through acquisition by Optum (UnitedHealth Group) |
| Optum Insight | Chief Executive Officer | Until Oct 2023 | Post-acquisition leadership of Optum Insight |
| Oracle | Various positions | Pre-2013 | Enterprise technology experience |
| IBM | Various positions | Pre-2013 | Enterprise technology experience |
External Roles
| Organization | Role | Sector | Notes |
|---|---|---|---|
| Jazz at Lincoln Center | Director | Non-profit | Board membership |
| Committee for Economic Development (The Conference Board) | Trustee | Policy/Think Tank | Trustee role |
| Healthcare Leadership Council | Past Chairman | Industry Association | Prior leadership role |
Board Governance
- Committee assignments: Audit Committee member; committee chaired by William Ingram; Teri Williams and William Ingram designated “audit committee financial experts” (Neil is not designated as the financial expert). All Audit Committee members qualify as independent under Nasdaq and Rule 10A‑3 and are financially literate .
- Independence: CCC reports seven independent directors; Audit Committee members are independent under Nasdaq standards and SEC Rule 10A‑3 .
- Meetings and attendance: In 2024, Board held 8 meetings; Audit 7; Nominating & Corporate Governance 3; Human Capital & Compensation 5. Each director who served for the entire fiscal year (excluding Christopher Egan) attended at least 75% of the aggregate meetings (Neil’s appointment was in November 2024, so this attendance threshold disclosure does not apply to him) .
- Board leadership: Combined Chair/CEO role with a designated Presiding Director (Eric Wei) to provide independent leadership when needed .
Fixed Compensation
| Component | Policy Details | Neil’s 2024 Amount |
|---|---|---|
| Cash retainer | $15,000 per quarter for eligible non-employee directors | $9,130 (pro‑rated from Nov 6, 2024) |
| Chair fees (equity) | Additional RSUs $25,000 grant date fair value for committee chairs | Not applicable (not a chair) |
Vesting mechanics for director equity: annual RSU grants vest fully on the earlier of the first anniversary of grant and the next annual meeting, subject to continued service .
Performance Compensation
| Equity | Grant date fair value | Vesting | Performance metrics |
|---|---|---|---|
| Annual RSUs for Board service | Standard policy: $250,000; Neil pro‑rated $150,002 in 2024 | Full vest on earlier of first anniversary or next annual meeting, subject to service | None disclosed; director RSUs are time-based, not performance-conditioned |
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlocks/Conflicts |
|---|---|---|---|
| Jazz at Lincoln Center | Non-profit | Director | No CCC-related transactions disclosed |
| CED (The Conference Board) | Non-profit | Trustee | No CCC-related transactions disclosed |
| Healthcare Leadership Council | Industry association | Past Chairman | No CCC-related transactions disclosed |
- No current public company directorships were disclosed for Neil in CCC’s proxy .
Expertise & Qualifications
- CEO experience across healthcare technology and services (TRIMEDX, Change Healthcare, Optum Insight) with enterprise software exposure (Oracle, IBM). Brings operating, regulatory, and industry association leadership background; CCC highlights technology, healthcare, and fintech relevance in his credentials .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Neil de Crescenzo | 113,429 | <1% (*) |
- Stock ownership guidelines: Non‑employee directors must hold shares equal to 3x annual cash fees within five years of guideline adoption or becoming covered; only shares held outright count .
- Hedging/pledging: Directors prohibited from hedging or pledging Company securities without pre‑approval; also prohibited from holding securities in margin accounts without pre‑approval .
Governance Assessment
- Independence and committee effectiveness: Neil’s Audit Committee membership strengthens financial oversight; committee is fully independent and financially literate. He is not designated as the audit financial expert, but serves alongside two members who are designated experts, balancing expertise on the committee .
- Ownership alignment: Pro‑rated RSU grant ($150,002) plus cash retainer ($9,130) creates meaningful equity exposure; CCC’s director stock ownership guidelines (3x cash fees) and anti‑hedging/pledging policies further align incentives and reduce misalignment risks .
- Conflicts and related party transactions: CCC states no related‑party transactions >$120,000 in 2024. Audit Committee reviews and approves any Item 404 related‑party transactions. While Advent has director designation and committee representation rights under the Shareholder Rights Agreement (a structural governance consideration), Neil is not an Advent‑designated director. A March 2025 Advent share repurchase was reviewed and approved by the independent Audit Committee, indicating process discipline .
- Engagement signals: Board/committee cadence (8/7/3/5 meetings in 2024) evidences active oversight. Attendance disclosure applies to full‑year directors; Neil’s late‑2024 appointment precludes a specific attendance rate in the 2024 proxy .
RED FLAGS to monitor:
- Advent’s continuing rights to designate directors and maintain representation on each committee while it holds significant equity—investors should monitor independence dynamics and potential influence over governance outcomes .
- 2024 say‑on‑pay support was 68%, indicating investor scrutiny of executive pay design; while not specific to Neil, it is a governance sentiment signal to the Board and its committees .
Notes and References
- Director biography, age, education, and roles:
- Committee membership and independence:
- Board leadership and independence structure:
- Meetings and attendance:
- Director compensation policy and Neil’s 2024 compensation:
- Stock ownership guidelines and anti‑hedging/pledging:
- Beneficial ownership:
- Related‑party and Advent rights; Audit Committee oversight:
- Say‑on‑pay results: