Anna Loengard
CLOVER HEALTH INVESTMENTS, CORP. /DEAbout Anna U. Loengard
Dr. Anna U. Loengard, M.D., age 56, has served on Clover Health’s Board since November 2022 and is a highly accomplished physician executive with deep expertise in geriatric medicine and value‑based care models; she earned her M.D. at SUNY Stony Brook, completed Internal Medicine residency at Harvard/BIDMC, and a Geriatrics fellowship at the University of Arizona . She is nominated for re‑election as a Class I director at the June 10, 2025 annual meeting, with a term through the 2028 annual meeting if elected .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AccentCare | Chief Medical Officer | Aug 2020 – Oct 2022 | Led clinical strategy across home health, hospice, private care services |
| Caravan Health | Chief Medical Officer | Jul 2017 – Jun 2020 | Value‑based ACO enablement; population health |
| Queen’s Health System (Clinically Integrated Physician Network) | Chief Medical Officer | Oct 2014 – Jun 2017 | Clinically integrated network leadership |
| St. Francis Healthcare System | Chief Medical Officer (Post‑Acute Care) | Feb 2011 – Feb 2014 | Post‑acute care focus |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Successful Caring LLC | President | Dec 2022 – Present | Strategic clinical consulting |
| Oxeon Venture Studios | Consulting client | — | Part of consulting portfolio via Successful Caring |
| Rubicon Founders | Consulting client | — | Part of consulting portfolio via Successful Caring |
| Curana Health | Consulting client | — | Part of consulting portfolio via Successful Caring |
Board Governance
- Independence: The Board determined all directors other than CEO Andrew Toy and Executive Chair Vivek Garipalli are independent; Dr. Loengard is independent under Nasdaq rules .
- Committees: Member, Talent & Compensation Committee; Chair, Clinical Committee .
- Committee activity: Talent & Compensation met 6x in 2024; Clinical met 4x in 2024 .
- Attendance: In 2024, each incumbent director attended at least 75% of aggregate Board and committee meetings; the Board met 5x .
- Board leadership: Lead Independent Director role exists (held by Demetrios L. Kouzoukas); Executive sessions of independent directors are held at each regular meeting .
- Election status: Class I nominee for election at the 2025 annual meeting (term to 2028) .
Fixed Compensation
Director Compensation Policy (cash retainers):
| Component | Amount (USD) |
|---|---|
| Annual Board retainer – all outside directors | $50,000 |
| Board Chair (if outside director; in addition) | $50,000 |
| Lead Independent Director (in addition) | $30,000 |
| Audit Committee member | $10,000 |
| Talent & Compensation Committee member | $7,500 |
| Nominating & Corporate Governance member | $5,000 |
| Clinical Committee member | $5,000 |
| Audit Chair (in lieu of member fee) | $25,000 |
| Talent & Compensation Chair (in lieu) | $20,000 |
| Nominating & Governance Chair (in lieu) | $15,000 |
| Clinical Chair (in lieu) | $15,000 |
2024 Actual Director Cash Fees (Loengard):
| Year | Fees Earned or Paid in Cash (USD) |
|---|---|
| 2024 | $68,924 |
Notes: Fees are pro‑rated and payable quarterly; directors are reimbursed for reasonable meeting expenses .
Performance Compensation
Annual Director Equity and Vesting:
| Item | Details |
|---|---|
| Annual RSU grant value (policy) | $200,000 in RSUs granted each year on the 3rd business day of January; shares calculated using 30‑day average price |
| 2024 grant – accounting grant‑date value (Loengard) | $190,329 (FASB ASC 718 value) |
| Vesting schedule | Annual director RSUs vest in full on the first anniversary of grant, subject to continuous service |
| Change‑in‑control | Unvested director RSUs vest in full immediately prior to and contingent upon a change in control |
| Unvested RSUs outstanding (12/31/2024) | 206,185 RSUs (Loengard) |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Dr. Loengard in the proxy biography |
| Compensation Committee interlocks | None; 2024 Talent & Compensation Committee members (including Dr. Loengard) had no relationships requiring Item 404 disclosure |
Expertise & Qualifications
- Physician executive with significant experience in geriatric medicine and value‑based care models, including multiple CMO roles across provider and population health organizations .
- Advanced training: M.D. (SUNY Stony Brook); Internal Medicine residency (Harvard/BIDMC); Geriatrics fellowship (University of Arizona) .
- Clinical governance leadership as Chair of Clover’s Clinical Committee with oversight of quality, utilization management, CMS Stars strategy, and clinical efficacy communications .
Equity Ownership
| Category | Detail |
|---|---|
| Beneficial ownership (Class A) | 538,841 shares held directly by Dr. Loengard as of March 31, 2025 |
| Custodial accounts (Class A) | 15,600 shares (son) and 15,125 shares (daughter) held via custodial accounts as of March 31, 2025 |
| Unvested director RSUs (12/31/2024) | 206,185 units |
| Stock options | None reported for Dr. Loengard (no options outstanding) |
| Hedging/pledging policy | Hedging prohibited; pledging not permitted without approval; applies to directors and officers |
Governance Assessment
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Strengths and alignment
- Independent director with domain expertise directly relevant to Clover’s Medicare Advantage and value‑based care model; serves as Chair of Clinical Committee, enhancing board oversight of quality and CMS Stars initiatives .
- Active committee engagement: T&C (met 6x) and Clinical (met 4x) in 2024; Board‑wide attendance ≥75% supports engagement .
- Director pay mix favors equity: 2024 cash $68,924 vs. equity $190,329 (approx. 73% equity by value), aligning incentives with shareholder outcomes .
- Company‑wide governance positives include independent comp consultant (Aon), clawback policy (execs), and strong 2024 Say‑on‑Pay support (98.9%), indicating constructive shareholder sentiment .
-
Conflicts and red flags (none identified specific to Dr. Loengard)
- Related‑party transactions disclosed involve entities associated with Executive Chair Vivek Garipalli; no transactions disclosed involving Dr. Loengard .
- Compensation Committee interlocks: None reported for 2024 members including Dr. Loengard .
- Section 16(a) compliance: Company reports timely filings for directors/officers; no delinquencies noted, though the proxy does not list individual Form 4 trades .
-
Monitoring items
- External consulting relationships (Successful Caring clients: Oxeon Venture Studios, Rubicon Founders, Curana Health) should continue to be monitored via the Related Person Transactions Policy; no related‑party transactions involving Dr. Loengard were disclosed .
- Continued emphasis on Clinical Committee oversight of CMS Stars and clinical efficacy communications remains material to MA margin sustainability and investor confidence .
Appendix: Committee Remit (for context)
- Talent & Compensation: CEO and NEO pay, incentive plan oversight, CD&A, risk assessment, independent consultant retained; met 6x in 2024 .
- Clinical: Reviews clinical strategy, quality, utilization, CMS Stars, and clinical communications; chaired by Dr. Loengard; met 4x in 2024 .
- Audit/Nominating (meeting cadence for board context): Audit met 5x; Nominating & Corporate Governance met 3x in 2024 .