Conrad Wai
CLOVER HEALTH INVESTMENTS, CORP. /DEAbout Conrad Wai
Conrad Wai is CLOV’s Chief Executive Officer of Counterpart Health, Inc. (a wholly-owned subsidiary), a role he has held since September 2024; he previously served as Clover’s Chief Technology Officer from February 2022. He is 44 years old and holds both a B.S. and M.S. in computer science from Stanford University. Performance-linked outcomes tied to his incentives include achievement of CAPE and Total MA Revenue targets that drove a 130% PRSU payout for the first installment (CAPE at 150% of target and Total MA Revenue at 109%), and a 150% payout of the first Cash MIP installment, evidencing alignment to capital preservation and MA revenue scale during 2023–2024 measurement periods .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Clover Health Investments, Corp. | Chief Executive Officer, Counterpart Health | Sep 2024–present | Leads AI-powered physician enablement platform commercial expansion beyond Clover MA; public communications emphasize scaling partnerships and HEDIS excellence . |
| Clover Health Investments, Corp. | Chief Technology Officer | Feb 2022–Sep 2024 | Led product and technology for Clover Assistant and platform capabilities supporting value-based care . |
| Hinge Health | SVP Product; VP Product & Design | Mar 2019–Sep 2021 | Senior product leadership at a digital health startup (dates per proxy bio) . |
| Yahoo / Verizon Media | Product management roles; Operating VP Product Management | 2014–2018 | Product leadership across Yahoo, then Verizon Media post-acquisition . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | No public company board or external directorships disclosed for Wai in the proxy biography . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Non-Equity Incentive Plan Compensation ($) | Notes |
|---|---|---|---|---|
| 2024 | 479,262 | 75.0% (Jul 2023–Jun 2024 cycle) | 976,708 | Base increased from $475,000 to $495,000 effective Oct 14, 2024 ; Non-equity payout includes annual cash bonus for the Jul 2023–Jun 2024 STIP and Cash MIP first installment . |
Performance Compensation
Short-Term Incentive Plan (STIP) – Jul 1, 2023 to Jun 30, 2024
| Metric | Weighting | Target Definition | Payout Mechanics |
|---|---|---|---|
| Insurance MCR (GAAP MA MCR) | 50% | Company-wide MA medical cost ratio (GAAP) | Aggregate pool funded on performance; individual payouts could be adjusted ±20% by committee; payout cap 150% of target . |
| Adjusted SG&A | 50% | Adjusted operating expense efficiency | Same as above; bonuses paid Oct 2024 . |
Note: Wai’s specific STIP payout amount is not separately disclosed; total non-equity incentive compensation includes STIP payout plus Cash MIP installment .
2023 Cash MIP (long-term cash program)
| Installment | Metric | Target ($) | Actual ($) | Achievement % | Payout ($) | Payout Date |
|---|---|---|---|---|---|---|
| First (FY 2023–2024 period) | Cash at Parent Entity (CAPE) | 108.4 million | 201.0 million | 150% | 550,000 | Sep 2024 |
| Second | CAPE (FY 2024–2025 period) | Set for Jan 1, 2024–Jun 30, 2025 | Not yet disclosed | — | — | Pays 2025 after measurement |
| Third | Average of first two | — | — | — | — | Pays Jun 30, 2026 with service condition |
2023 PRSU (performance RSUs) – two installments; single measurement period Jul 1, 2023–Jun 30, 2024
| Metric | Target | Actual | Achievement % | First Installment Payout (shares) | Second Installment Vesting |
|---|---|---|---|---|---|
| CAPE ($mm) | 108.4 | 201.0 | 150% | 189,934 shares (for Wai) | Oct 31, 2025 (subject to continued service) |
| Total MA Revenue ($mm) | 1,272.0 | 1,296.0 | 109% | — | — |
| Installment outcome | — | — | — | Earned at 130% of target | Second payout based on same measurement period; vests Oct 31, 2025 |
Equity Ownership & Alignment
Beneficial Ownership (as of March 31, 2025)
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | Notes |
|---|---|---|---|---|---|
| Conrad Wai | 1,555,477 | <1% | — | — | Percent of total voting power <1%; company-wide totals: 406,150,260 Class A and 89,649,365 Class B outstanding . |
Outstanding and Unvested Equity (as of Dec 31, 2024)
| Grant Type | Grant Date | Units Unvested (#) | Market Value ($) | Vesting Schedule |
|---|---|---|---|---|
| RSU | 3/14/2022 | 968,993 | 3,052,328 | 4-year vest: 25% at first anniversary, then 12 equal quarterly installments (typical RSU schedule per footnote) . |
| RSU (two-year) | 10/31/2023 | 220,000 | 693,000 | 50% at first anniversary; remaining vests in four quarterly installments . |
| PRSU (earned; service-based vesting remaining) | 10/31/2023 | 190,666 | 600,597 | Half vested at certification; second half vests Oct 31, 2025, subject to service . |
| RSU (annual LTI) | 10/15/2024 | 726,114 | 2,287,259 | 4-year vest: 25% on Oct 15, 2025; then 12 equal quarterly installments . |
Additional alignment policies:
- Mandatory stock ownership guidelines: CEO 3x salary; other executive officers 1.5x salary; measured by “eligible shares” (includes vested RSUs/PSUs, net option exercises, vested in-the-money options). Compliance status for Wai not disclosed; deadline is five years from appointment .
- Hedging and pledging of Clover securities prohibited; pledging only with approval; quarterly blackout windows enforced .
- Insider trading plans: no 10b5‑1 or non‑10b5‑1 plans adopted or terminated by directors/officers in Q3 2025, reducing near-term programmatic selling signals .
2024 Vesting Activity
| Metric | 2024 |
|---|---|
| Shares vested (RSUs/PRSUs) | 1,185,127 |
| Value realized on vesting ($) | 3,008,215 |
Options: No option awards granted to NEOs in 2022–2024; Wai shows no outstanding options in the 12/31/24 table .
Employment Terms
Employment and Role
- Current role: CEO, Counterpart Health since September 2024; prior CTO since February 2022 .
- Agreements include confidentiality, non-solicitation, and non-disparagement provisions; specific non-compete terms not disclosed .
Severance and Change-of-Control Economics
| Scenario | Cash Severance | COBRA | Equity Treatment | Notes |
|---|---|---|---|---|
| Involuntary termination outside CoC | Base salary (1x) | Up to 12 months | No automatic acceleration of time-based awards | Quantified illustrative at 12/31/24: $678,333 cash; benefits not shown . |
| Involuntary termination within 1 month before or 12 months after CoC (double-trigger) | Base salary + 1.0x target cash bonus | Up to 12 months | Full acceleration of time-based equity awards | Quantified illustrative at 12/31/24: $866,250 cash; equity acceleration value $6,032,587 . |
Treatment of performance awards in CoC: governed by the 2020 Equity Plan; committee discretion typically deeming earned at the greater of pro‑rated target or actual achievement at termination (illustrative approach in proxy; not the only outcome) .
Clawback policy: Company may recoup incentive compensation for accounting restatements or specified misconduct within prior three fiscal years; includes TSR/stock price-based awards per SEC/Nasdaq standards; board has discretion for detrimental conduct; policy complies with Nasdaq Rule 10D‑1 .
Tax gross‑ups: Company states it does not provide golden parachute excise tax gross‑ups; prohibits repricing/cash-outs of underwater options without shareholder approval .
Investment Implications
- Pay-for-performance alignment: Wai’s incentives are tightly coupled to liquidity (CAPE) and MA revenue scale, with above-target achievement yielding a 130% PRSU share payout and 150% Cash MIP first installment; near-term LTI mix is 60% time-vesting RSUs and 40% cash MIP, balancing retention with performance-linked economics .
- Retention risk: Double-trigger CoC with full time-based RSU acceleration plus 12 months COBRA and 1.0x bonus multiple mitigate transition risk; significant unvested RSU balances across 2022–2024 vintages provide retention anchors through 2026–2028 .
- Selling pressure: 2024 vesting of 1.19 million shares (~$3.0 million realized) indicates supply cadence, but Q3 2025 showed no new 10b5‑1 or non‑10b5‑1 plans adopted/terminated; hedging/pledging prohibitions lower alignment red flags .
- Ownership alignment: Beneficial holdings of 1.56 million Class A shares (<1%) and mandatory stock ownership guidelines (1.5x salary for non-CEO executives) reinforce skin-in-the-game, though compliance status is not disclosed; pledging is restricted and subject to approval .
- Execution track record: Public communications underscore expansion of Counterpart Assistant and HEDIS excellence recognition, consistent with performance metric overachievement; continued delivery against CAPE/MA revenue targets will be central to future payouts and value creation .