Andrew Toy
CLOVER HEALTH INVESTMENTS, CORP. /DEAbout Andrew Toy
Andrew Toy, age 46, is Clover Health’s Co-Founder, Chief Executive Officer (since January 1, 2023) and a director (since November 2018). He previously served as President (March 2019–January 2023) and Chief Technology Officer (February 2018–February 2022). He holds B.S. and M.S. degrees in computer science from Stanford University and has prior leadership experience at Google and Divide, including responsibility for Android enterprise and developer platform features. In Clover’s incentive design, performance metrics such as Cash at Parent Entity (CAPE) and Total MA Revenue drove outcomes for PRSUs and cash incentives; for the July 1, 2023–June 30, 2024 measurement period, CAPE achieved $201.0M vs a $108.4M target (150% achievement) and Total MA Revenue achieved $1,296.0M vs a $1,272.0M target (109%) with PRSU first installment earned at 130% and paid in August 2024; Toy’s time-vested RSUs also delivered significant vesting in 2024 (4,932,618 shares) and 2023 (842,210 shares) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Clover Health | President | March 2019–Jan 2023 | Senior leadership preceding CEO; oversight of technology and analytics via prior CTO role . |
| Clover Health | Chief Technology Officer | Feb 2018–Feb 2022 | Oversaw technology and analytics; foundational to data/AI operations . |
| Google LLC | Product/Director roles (Cloud/Android) | May 2014–Feb 2018 | Coordinated enterprise activities for Android; led Android for Work; Developer Platform and Intelligence features . |
| Divide (acquired by Google) | CEO, Director, Co-founder | Jan 2010–May 2014 | Built enterprise mobile platform separating work/personal data; company acquired by Google . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stanford University | Associate Lecturer | Jun 2000–Apr 2001 | Academic engagement in computer science; external visibility . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 500,000 | 700,000 | 721,311; base increased effective Oct 14, 2024; current severance base reference $800,000 |
| Target Bonus (% of Salary) | 100% | 100% | 100% (annual cycle July 2023–June 2024) |
| Actual Bonus Paid ($) (Non-Equity Incentive Plan Compensation) | 500,000 | 396,971 | 854,000 |
Performance Compensation
Equity Awards and Structure
- 2021 hybrid PRSUs (Class B-denominated): Service vests in five equal annual installments; performance vests at 50% and 100% upon stock price milestones ($20–$30 maintained for 90 consecutive days) within five years of January 7, 2021. As of 2025 disclosure, underlying unvested units reflect satisfied performance conditions (3,582,291 under 2014 Plan; 11,142,328 under 2020 Plan) assuming 50% performance .
- Promotional RSU awards: 2,695,072 RSUs granted Aug 8, 2022, and 743,513 RSUs granted Jan 1, 2023; each vests 25% on first anniversary of grant and remaining 75% in 12 equal quarterly installments; Toy must continue service through vesting. A holding requirement applies: shares from promotional awards must be held (net of taxes) until Toy beneficially owns shares equal to 3x base salary .
- Options: No stock option grants in 2022–2024 for NEOs .
Annual Bonus (Operating Metrics)
| Metric | Weighting | Target | Actual | Payout | Vesting/Payment Timing |
|---|---|---|---|---|---|
| Insurance MCR | 50% | Not disclosed | Not disclosed | Included in 2024 NEIP ($854,000) | Paid after July 1, 2023–June 30, 2024 cycle; reported in 2024 |
| Adjusted SG&A | 50% | Not disclosed | Not disclosed | Included in 2024 NEIP ($854,000) | Paid after July 1, 2023–June 30, 2024 cycle; reported in 2024 |
2023 PRSUs (Performance Share Units)
| Metric | Target | Actual | Achievement % | Payout % | Vesting |
|---|---|---|---|---|---|
| Cash at Parent Entity (CAPE) ($M) | 108.4 | 201.0 | 150% | 130% (program first installment) | First installment in Aug 2024; second installment payable Oct 31, 2025 (based on 2023–2024 achievement) |
| Total MA Revenue ($M) | 1,272.0 | 1,296.0 | 109% | 130% (program first installment) | First installment in Aug 2024; second installment payable Oct 31, 2025 |
Note: Toy did not participate in the October 2023 Cash MIP program; PRSUs were granted to eligible NEOs other than Toy .
Equity Ownership & Alignment
Beneficial Ownership
| Metric | 2023 (as of July 14, 2023) | 2024 (as of March 31, 2024) | 2025 (as of March 31, 2025) |
|---|---|---|---|
| Class A Shares | 673,768 | 2,689,623 | 4,251,595 |
| Class B Shares | 12,790,323 | 12,790,323 | 12,790,323 |
| % of Class B | 12.7% | 12.5% | 12.4% |
| % Total Voting Power | 9.2% | 9.1% | 9.1% |
Vesting and Realized Value
| Year | Shares Vested (#) | Value Realized on Vesting ($) |
|---|---|---|
| 2023 | 842,210 | 1,048,029 |
| 2024 | 4,932,618 | 6,404,533 |
Alignment Policies
- Hedging: Prohibited (e.g., prepaid variable forwards, swaps, collars, exchange funds) .
- Pledging: Prohibited without Corporate Compliance Officer approval (and margin accounts disallowed) .
- Rule 10b5-1 Trading Plans: Required for executive officers to trade .
- Executive Stock Ownership Guidelines: CEO must hold eligible shares equal to 3x base salary; other executives 1.5x; compliance within 5 years of adoption or appointment (adopted March 2023) .
- Additional Holding Requirement: Toy must hold shares from promotional RSU awards until he owns shares with aggregate value ≥ 3x base salary .
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement Date | August 8, 2022 (effective CEO Jan 1, 2023) . |
| Base Salary at CEO Transition | $700,000 (effective Jan 1, 2023); severance calculations in 2025 reference $800,000 current base . |
| Target Annual Cash Bonus | 100% of base salary . |
| Promotional RSU Grants | $18M grant value split: Aug 8, 2022 RSUs; Jan 1, 2023 RSUs; each 25% at first anniversary, remainder in 12 quarterly installments . |
| Non-Compete & Non-Solicit | 18 months post-employment; mutual non-disparagement; confidentiality . |
| Clawback | Board “claw back” certain cash and equity incentive compensation upon financial restatement . |
| Tax Gross-Ups | Company states it does not provide golden parachute tax gross-ups . |
| Options Repricing | Not permitted without stockholder approval . |
Severance and Change-of-Control Economics (Double-Trigger)
| Scenario | Cash Severance | COBRA | Equity Treatment |
|---|---|---|---|
| Termination Without Cause / For Good Reason (outside CoC) | 1.5x base salary + 1.5x target bonus; pay any earned but unpaid bonus | Up to 18 months | No automatic vesting for Aug 2022, Jan 2023, Oct 2024 RSUs; equity granted prior to Aug 2022 follows award terms . |
| Termination in 3 months pre- or 18 months post-CoC (double trigger) | 2.0x base salary + 2.0x target bonus; pay any earned but unpaid bonus | Up to 24 months | Full acceleration of unvested time-based equity awards; performance-based awards per award terms. Hybrid PRSUs require price conditions; table notes none would vest at $3.15, absent qualifying termination with CoC . |
Board Governance
- Board Service: Director since November 2018; currently CEO and director (non-independent by role) .
- Committee Roles: Toy is not listed as a member of Audit, Talent & Compensation, Nominating & Corporate Governance, or Clinical Committees in 2024 and 2025 director tables .
- Leadership Structure: Roles separated since January 2023—Executive Chair (Vivek Garipalli) and CEO (Andrew Toy); Lead Independent Director (Demetrios L. Kouzoukas); independent director executive sessions held each quarterly meeting .
- Classified Board: Three classes with staggered three-year terms .
Dual-role implications:
- CEO + Director: Potential independence concerns are mitigated by a separate Executive Chair and a designated Lead Independent Director, with regular executive sessions of non-management and independent directors .
Say-on-Pay & Shareholder Feedback
- 2023 Annual Meeting: Say-on-Pay For 938,847,123; Against 15,400,898; Abstain 1,440,947; Directors including Toy elected by wide margins .
- 2024 Annual Meeting: Say-on-Pay For 950,591,272; Against 10,963,460; Abstain 1,793,766 .
- 2025 Annual Meeting: Say-on-Pay For 988,724,280; Against 6,196,982; Abstain 2,101,320 .
- Board recommends “FOR” Say-on-Pay in 2024 and 2025 proxies, reinforcing alignment philosophy .
Performance & Track Record
- Leadership/External Recognition: Clover disclosed CEO Andrew Toy testified before Congress on the role of AI in healthcare delivery (2025) .
- Operating Metrics Used in Incentives: CAPE and Total MA Revenue achieved above targets for the July 2023–June 2024 measurement period, supporting higher PRSU and cash incentive outcomes for eligible NEOs (Toy’s annual cash bonus only) .
Compensation Structure Analysis
- Shift to RSUs vs Options: No stock options granted to NEOs in 2022–2024; equity relies on RSUs and PRSUs, lowering exercise risk and emphasizing service/performance vesting .
- Increased At-Risk Pay: Promotional RSUs and previously granted hybrid PRSUs create substantial equity-at-risk tied to service and stock price performance .
- Ownership & Holding Requirements: CEO stock ownership guideline at 3x salary and specific holding requirement on promotional RSUs strengthen alignment and reduce short-termism .
- Clawback, Hedging/Pledging Prohibitions: Strengthen governance and pay-for-performance integrity .
Related Party Transactions and Red Flags
- Prohibitions: Hedging and pledging prohibited (with limited approval pathway), options repricing prohibited, no tax gross-ups—a favorable governance profile .
- No disclosed executive pension/SERP, excessive perquisites, or automatic compensation increases; double-trigger CoC equity provisions noted .
- Indemnification Agreement: Standard form indemnification for executive officers .
Equity Ownership & Alignment Compliance Considerations
- Stock Ownership Guidelines: CEO must reach 3x salary within five years of March 2023 adoption; Toy also must hold promotional RSU shares until the 3x threshold is met (net of taxes) .
- Trading Controls: 10b5-1 plan requirement; quarterly blackout windows; mitigates opportunistic trading but may schedule selling coincident with vesting events .
Investment Implications
- Alignment: High ongoing equity vesting combined with strict ownership/holding requirements, hedging/pledging prohibitions, and clawbacks suggests strong shareholder alignment and governance discipline .
- Retention vs Supply: Large multi-year RSU vesting (4.93M shares in 2024; 842k in 2023) supports retention but can introduce episodic supply overhang during scheduled vesting and 10b5-1 plan sales windows .
- Change-of-Control Economics: Double-trigger 2x salary+bonus cash severance plus full acceleration of time-based equity increases potential payout in strategic events; performance awards retain conditions, moderating windfalls .
- Governance: CEO/director dual role is counterbalanced by a separate Executive Chair and a Lead Independent Director with regular executive sessions, reducing independence risk .
- Shareholder Support: Repeated strong Say-on-Pay approvals indicate investor acceptance of pay design amid evolving operating targets (CAPE and MA revenue) .