Carladenise Edwards
CLOVER HEALTH INVESTMENTS, CORP. /DEAbout Carladenise Edwards
Independent director at Clover Health (CLOV) since July 2022; age 55. Currently Chief Administrative Officer for Miami-Dade County (since Aug 2023). Prior roles include EVP/Chief Strategy Officer at Henry Ford Health, EVP/Chief Strategy Officer and SVP Contracting at Providence St. Joseph Health, and multiple senior healthcare strategy posts. Education: Ph.D. in Medical Sociology (University of Florida); M.S.Ed. and B.A. in Sociology (University of Pennsylvania. Tenure on CLOV board classified as Class III, with term continuing to the 2027 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Henry Ford Health System | EVP & Chief Strategy Officer | Jul 2020 – Aug 2022 | Led strategic planning, partnerships, business development, transformation, government affairs, and innovations |
| Providence St. Joseph Health | EVP & Chief Strategy Officer | Jul 2018 – Jun 2020 | Enterprise strategy leadership |
| Providence St. Joseph Health | SVP, Contracting | Jan 2017 – Jul 2018 | Contracting leadership |
| Providence Health & Services (Population Health) | Chief Administrative Officer | Not disclosed | Population health leadership |
| Alameda Health System | Chief Strategy Officer | Not disclosed | System strategy |
| Cal eConnect, Inc. | Founding President & CEO | Not disclosed | Led CA’s electronic Health Information Exchange governance |
| Georgia Dept. of Community Health | Chief of Staff & Interim Commissioner | Not disclosed | State health policy/admin leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Miami-Dade County | Chief Administrative Officer | Since Aug 2023 | Senior county administration role |
No other current public company directorships are disclosed in CLOV’s proxy for Dr. Edwards.
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent under Nasdaq; all committee roles (Audit, T&C, Nominating & Governance, Clinical) require independence; Board deems all directors other than CEO Andrew Toy and Executive Chair Vivek Garipalli to be independent |
| Board structure | Classified board; Edwards is Class III director, term through 2027 annual meeting |
| Lead Independent Director | Demetrios L. Kouzoukas |
| Executive sessions | Independent directors meet in executive session each quarterly meeting; lead independent director presides |
| Board meetings/attendance | 5 board meetings in 2024; each incumbent director attended at least 75% of aggregate board and committee meetings during periods served |
Committee Assignments (2024 activity)
| Committee | Role | 2024 Meetings | Chair |
|---|---|---|---|
| Talent & Compensation (T&C) | Member | 6 | Chair: William G. Robinson, Jr. |
| Nominating & Corporate Governance | Member | 3 | Chair: Lee A. Shapiro; will transition to Thomas L. Tran after Shapiro’s term |
| Clinical Committee | Member | 4 | Chair: Anna U. Loengard, M.D. |
Fixed Compensation (Director)
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2024 | 69,384 | Cash component under Director Compensation Policy |
| 2023 | 81,875 | Cash component for prior year |
Director Compensation Policy – cash retainers (paid quarterly; pro-rated for partial service):
- Board retainer: $50,000; Lead Independent Director additional $30,000; Chairperson additional $50,000
- Committee member retainers: Audit $10,000; T&C $7,500; Nominating & Governance $5,000; Clinical $5,000
- Committee chair retainers (in lieu of member retainer): Audit $25,000; T&C $20,000; Nominating & Governance $15,000; Clinical $15,000
Performance Compensation (Director equity; time-based)
| Year | Stock Awards ($) | Instrument | Vesting | Unvested RSUs Outstanding (12/31) |
|---|---|---|---|---|
| 2024 | 190,329 | RSUs | Annual outside-director RSU grant; policy: grants on 3rd business day of January; annual RSU vests in full on 1st anniversary, subject to service; change-in-control acceleration per 2020 Plan | 206,185 |
| 2023 | 168,425 | RSUs | 176,991 RSUs granted Jan 3, 2023; vests in full on Jan 3, 2024 | 176,991 |
Director equity is time-vested (no performance metrics). Annual grant target value is $200,000 with share count based on 30-trading-day average price before grant; amounts reported are accounting values under ASC 718 and may differ from policy value.
Other Directorships & Interlocks
- Compensation Committee interlocks: In 2024 T&C members (Clinton, Loengard, Robinson, Edwards) had no relationships requiring disclosure under Item 404 of Regulation S-K; none were officers/employees of CLOV during 2024.
- Current public company boards for Dr. Edwards: none disclosed in CLOV proxy.
Expertise & Qualifications
- Healthcare strategy and operations expert across provider systems, population health, and health information exchange; recognized for leadership at Henry Ford Health and Providence St. Joseph Health.
- Education: Ph.D. Medical Sociology (University of Florida); Master’s in education/psychological services and B.A. in Sociology (University of Pennsylvania).
- Board skills alignment cited: expertise at the intersection of healthcare and technology.
Equity Ownership
| Holder | Class A Shares | Class B Shares | Options Exercisable ≤60 days | RSUs Vesting ≤60 days | Ownership % |
|---|---|---|---|---|---|
| Carladenise Edwards | 212,252 | — | — | — | <1% of Class A (asterisked in table) |
Notes:
- Beneficial ownership as of March 31, 2025. Footnote states Dr. Edwards’ beneficial ownership consists of 212,252 Class A shares.
- Company-wide policy prohibits short sales, hedging, and pledging of company stock; insider trading policy bars hedging strategies and margin/pledge arrangements (with limited approval mechanics referenced), and the company’s practices state they do not permit hedging or pledging.
Governance Assessment
- Engagement and breadth: Serves on three key committees (T&C, Nominating & Governance, Clinical), indicating broad involvement in compensation oversight, governance processes, and clinical quality strategy. 2024 committee cadence was active (T&C: 6; N&G: 3; Clinical: 4). Attendance met at least the 75% threshold.
- Independence and controls: Independent under Nasdaq rules; committees composed entirely of independent directors; T&C retains independent consultant (Aon) with no conflict of interest; robust clawback policy in place.
- Pay alignment: Director pay mix is equity-heavy (RSUs time-vested), aligning with shareholders via ownership, with standardized retainers; no option awards and no performance metrics for directors (typical governance practice). 2024 director pay for Edwards totaled $259,713 ($69,384 cash; $190,329 RSUs).
- Shareholder sentiment: Say-on-Pay support was 98.9% at the 2024 annual meeting, a positive signal on compensation governance, for which Edwards had T&C responsibilities.
- Conflicts/related parties: No Item 404 related-party transactions involving T&C members (including Edwards) disclosed for 2024; related-party exposure disclosed in hospital contracts pertains to Executive Chair’s historical affiliations, not Edwards.
- Structural risk context: Voting control remains concentrated with Executive Chair Vivek Garipalli (approx. 68.6% total voting power), which can limit independent director influence despite strong committee independence—heightening the importance of Edwards’ multi-committee oversight.
RED FLAGS: None disclosed specific to Dr. Edwards (no related-party transactions, no low attendance, no pledging/hedging). Monitor overall governance given dual-class voting concentration and continued independence of committees.