Brady Priest
CLOVER HEALTH INVESTMENTS, CORP. /DEAbout Brady Priest
Brady Priest is Clover Health’s Chief Executive Officer of Home Care, age 49, serving in this role since July 2022, with prior leadership and legal roles at Clover and UnitedHealth Group. He holds a B.A. from Middlebury College and a J.D. from Brooklyn Law School . Company performance metrics tied to his incentives recently included Insurance MCR (77.3%, maxed at 150% funding) and Adjusted SG&A ($296M, 94% funding), yielding a combined annual bonus funding of 122% for the July 2023–June 2024 period . He also participated in PRSU/Cash MIP programs where CAPE and Total MA Revenue exceeded targets, leading to a 130% PRSU installment and a 150% CAPE achievement under the 2023 Cash MIP framework .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Clover Health | CEO, Home Care | Jul 2022–present | Leads Home Care segment; part of NEO pay-for-performance framework . |
| SeekMedicare (Clover subsidiary) | Co-founder, CEO | Jul 2020–Jul 2022 | Built field marketing organization prior to integration with Clover . |
| Clover Health | Advisor | Sep 2018–Sep 2021 | Strategic guidance to Clover during growth phase . |
| Clover Health | General Counsel | Jun 2016–Sep 2018 | Built legal function and governance foundations . |
| UnitedHealth Group (R&D) | General Counsel | Oct 2018–Jun 2020 | Legal leadership in innovation/R&D at major payer . |
| UnitedHealth Group | Various roles (pre-2016) | — | Healthcare operations/legal experience at scale . |
External Roles
- No current public-company directorships or board committee roles disclosed in the 2025 proxy materials reviewed .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 199,039 | 453,847 | 479,262 |
| Annualized Base (effective Oct 14, 2024) | — | — | $495,000 |
| Target Annual Bonus (% of Salary) | — | 75% (for period Jul 2023–Jun 2024) | 75% (for period Jul 2023–Jun 2024) |
| Target Annual Bonus ($) | — | — | $366,946 (target), $550,420 (max) for Jul 2023–Jun 2024 program |
Notes:
- Base salary increased from $475,000 to $495,000 effective October 14, 2024 .
- Annual bonus design pays 0–150% of target based on metrics; committee can exercise limited discretion .
Performance Compensation
Annual Cash Bonus Program (Performance Period: Jul 1, 2023 – Jun 30, 2024)
| Metric | Weight | Target | Actual | Payout Level |
|---|---|---|---|---|
| Insurance MCR (GAAP MA MCR) | 50% | 82% (100% funding) | 77.3% | 150% |
| Adjusted SG&A ($) | 50% | $294M (100% funding) | $296M | 94% |
| Combined Funding | — | — | — | 122% (equal weighting) |
- Non-Equity Incentive Plan Compensation (total cash incentive paid in 2024): $976,708, which includes the annual bonus for the above period plus the 2023 Cash MIP first installment detailed below .
2023 Cash MIP (three-installment, CAPE-driven in year one)
| Installment | Target Payout ($) | Metric(s) | Actual Achievement | Actual Payout/Timing |
|---|---|---|---|---|
| First | 550,000 | CAPE | CAPE achieved at 150% | $550,000 paid Sep 2024 |
| Second | 366,666 | CAPE (second period) | Ongoing (Jul 1, 2024–Jun 30, 2025) | — |
| Third | 366,666 | Average of first two installments | Payable Jun 30, 2026 | — |
2023 PRSUs (two-installment, share-based)
| Metric | Target | Actual | Achievement | Priest Target/Payout |
|---|---|---|---|---|
| CAPE (Jul 1, 2023–Jun 30, 2024) | $108.4M | $201.0M | 150% | Target: 146,666 (inst. 1) + 146,667 (inst. 2) |
| Total MA Revenue | $1,272.0M | $1,296.0M | 109% | First installment earned at 130%; paid 189,934 shares in Aug 2024 |
2024 Time-Vesting RSUs (granted Oct 15, 2024)
| Grant | Shares | Vesting |
|---|---|---|
| 2024 RSUs | 726,114 | 25% on first anniversary of grant, remainder in equal quarterly installments thereafter (4-year total), subject to continued service . |
2025 Cash MIP (40% of 2024 LTI value; three installments over a 3-year cycle)
- Target LTI amounts set Oct 2024: $3,800,000 for Priest; 60% RSUs (granted Oct 2024) + 40% cash under 2025 Cash MIP; final metrics/weights/payout targets to be set in early 2025 (two measurement periods in 2025 and 2026; third installment vests by time) .
Equity Ownership & Alignment
Beneficial Ownership (as of March 31, 2025)
| Security | Quantity | % of Class | Notes |
|---|---|---|---|
| Class A Common | 945,366 | <1% | As reported in proxy . |
| Class B Common | 441,601 | <1% | As reported in proxy . |
- Company-wide stock ownership guidelines: CEO 3x salary; other executive officers 1.5x salary, to be met within 5 years; “eligible shares” include owned shares, net options RSUs, PRSUs, and vested in-the-money options .
- Hedging and pledging: Hedging prohibited; pledging/margin prohibited without approval; trading windows and Rule 10b5-1 plan requirements for certain senior executives .
Outstanding Equity Awards (as of Dec 31, 2024)
| Type | Grant Date | Quantity/Status | Terms |
|---|---|---|---|
| Stock options (Class B) | 8/10/2016 | 79,349 exercisable | Strike $1.26; exp. 8/9/2026 . |
| Stock options (Class B) | 9/13/2017 | 362,252 exercisable | Strike $1.67; exp. 9/12/2027 . |
| RSUs | 7/18/2022 | 741,526 unvested | Time-based; outstanding balance at 12/31/24 . |
| Stock awards | 10/31/2023 | 220,000 unvested | Time-based stock awards outstanding . |
| Stock awards | 10/31/2023 | 190,666 unvested | Stock awards outstanding; see PRSU/Cash MIP program context . |
| RSUs | 10/15/2024 | 726,114 unvested | Time-based; vests 25% at 1-year, then quarterly . |
- Footnote indicates option early-exercise feature in plan; table shows Priest’s options fully vested (no unvested options as of 12/31/24) .
- For potential severance/CIC valuation, proxy uses $3.15 per share (12/31/24 close) to estimate unvested equity values .
Employment Terms
- Termination without cause / resignation for good reason: Cash severance equal to then-current annual base salary plus up to 12 months COBRA reimbursement; subject to release and compliance covenants (confidentiality, non-solicit, non-disparagement) .
- Change-in-control (one month before to 12 months after) with qualifying termination: Cash severance equal to then base salary plus 1.0x target cash bonus; 12 months COBRA; full acceleration of unvested time-based equity awards; subject to release/covenants; 280G cutback to maximize after-tax benefits .
- Clawback: Company may recoup certain cash/equity incentives upon accounting restatements; also discretionary recoupment for detrimental conduct; compliant with Nasdaq Rule 10D-1 .
- What the company “does not do”: No hedging/pledging; no golden parachute excise tax gross-ups; no option repricing/cash-outs without shareholder approval; no special executive pension programs .
Compensation Structure Analysis
- Cash vs. equity mix: Significant at-risk pay via annual bonus, PRSUs/RSUs, and Cash MIP, aligning outcomes with operating metrics and stock performance; 2024 LTI split 60% RSUs/40% cash-based MIP .
- Metrics and rigor: Annual bonus metrics (Insurance MCR, Adjusted SG&A) have clear thresholds/targets/max; 2024 outcome funded at 122% based on strong MCR and controlled SG&A .
- Program evolution: Transitioned to calendar-year bonuses with a 2024/2025 “stub” period targeting member retention; established a three-year 2025 Cash MIP cycle to re-anchor long-term incentives .
- Governance: Independent compensation committee, external consultant, stock ownership guidelines, and clawback reduce governance risk .
Director/Shareholder Feedback Signals
- Say-on-Pay: 98.9% support at 2024 annual meeting, indicating strong investor endorsement of the compensation program .
Investment Implications
- Alignment and retention: Quarterly vesting following a 12-month cliff on large 2024 RSU grants (726,114 units) and substantial unvested 2022/2023 awards create continuing retention hooks and potential periodic selling pressure around vest dates; hedging/pledging restrictions and ownership guidelines mitigate misalignment risk .
- Incentive quality: Weighting toward controllable operating metrics (MCR, Adjusted SG&A) and CAPE/MA Revenue in PRSU/Cash MIP frameworks supports pay-for-performance and cash discipline, with clear funding curves and capped payouts .
- Downside protection and CIC: Severance is modest at 1x base, with double-trigger equity acceleration under CIC; no tax gross-ups, which is shareholder-friendly and reduces “pay for failure” optics .
- Execution signals: Outperformance on CAPE and MA Revenue under PRSU, and strong MCR performance driving 122% annual bonus funding, indicate recent operating execution in areas directly tied to incentive payouts; monitor future metric setting under the 2025 Cash MIP for continued rigor .
Additional notes:
- Derived split of Priest’s 2024 Non-Equity Incentive Plan Compensation (~$976,708 total) includes the 2023 Cash MIP first installment of $550,000, implying the remainder was the annual bonus for Jul 2023–Jun 2024; components sourced from the SCT and Cash MIP payout tables .
- Some, but not all, stock options were underwater at year-end company-wide; CIC equity valuations in the proxy use $3.15/share on 12/31/24; Priest’s specific options and expiries are listed above .