Demetrios Kouzoukas
CLOVER HEALTH INVESTMENTS, CORP. /DEAbout Demetrios L. Kouzoukas
Independent director (Lead Independent Director) at Clover Health (CLOV). Age 49; director since April 2021. Former Director of the Center for Medicare and Principal Deputy Administrator at CMS (2017–2021), General Counsel for UnitedHealthcare Medicare & Retirement (2012–2016), and Deputy General Counsel/Principal Associate Deputy Secretary at HHS (2003–2009). Education: B.A. in political science/public policy (George Washington University) and J.D. (University of Illinois College of Law). Core credentials: deep Medicare regulatory expertise; board-designated lead independent director presiding over executive sessions.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Team8 Partners | Partner & Principal | Apr 2022–present | Focus areas: cybersecurity, data, fintech, healthcare; venture/investment perspective to Board deliberations |
| Centers for Medicare & Medicaid Services (CMS) | Director, Center for Medicare; Principal Deputy Administrator | Feb 2017–Jan 2021 | Led Medicare policy; operational/regulatory leadership relevant to MA Star Ratings and compliance |
| UnitedHealthcare (Medicare & Retirement) | General Counsel | 2012–2016 | Legal oversight for Medicare business of major competitor; strengthens regulatory/legal acumen |
| U.S. Dept. of Health & Human Services | Principal Associate Deputy Secretary; Deputy General Counsel | 2003–2009 | Oversaw HHS regulatory policy; federal governance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Administrative Conference of the United States | Public Member | Appointed 2014 | Federal administrative law forum participant |
| Team8 Partners | Partner & Principal | Apr 2022–present | VC platform with healthcare adjacency |
Board Governance
- Board role: Lead Independent Director; presides over executive sessions of independent directors; structure separates Executive Chair (Garipalli) and CEO (Toy) with Kouzoukas as LID to enhance oversight.
- Independence: Board determined Kouzoukas is independent (all directors except Toy and Garipalli are independent).
- Committees:
- Audit Committee member; 5 meetings in 2024 (Shapiro Chair; Tran designated Chair post‑2025 meeting).
- Clinical Committee member; 4 meetings in 2024 (Loengard Chair).
- Attendance: In 2024, each incumbent director attended ≥75% of Board and applicable committee meetings.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $116,250 | $96,719 |
| Cash Retainer Components (policy) | Board $50,000; LID $30,000; Audit member $10,000; Clinical member $5,000 (illustrative total $95,000) | Board $50,000; LID $30,000; Audit member $10,000; Clinical member $5,000 (illustrative total $95,000) |
Notes:
- CLOV’s Director Compensation Policy provides fixed annual retainers; LID and committee roles drive incremental cash.
- Meeting fees not disclosed; expenses reimbursed per policy.
Performance Compensation
| Grant | Grant Date | Type | Number of RSUs | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| Annual Director RSU | Jan 3, 2023 | RSU | 176,991 | $168,425 | 100% on 1st anniversary (time-based) |
| LID Recognition RSU | May 15, 2023 | RSU | 36,585 | Part of $203,912 total stock awards (2023) | 100% on 1st anniversary (time-based) |
| Annual Director RSU | Jan 2024 (third business day of Jan) | RSU | 206,185 (unvested at 12/31/24) | $190,329 | 100% on 1st anniversary (time-based) |
Notes:
- Directors receive time-based RSUs; no performance metrics (TSR/financial KPIs) tied to director equity disclosed.
- Change-in-control: unvested director RSUs accelerate immediately prior to close (double-trigger not required for directors).
Other Directorships & Interlocks
| Company/Organization | Role | Committee Positions | Potential Interlock |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed for Kouzoukas. |
Related-party exposures noted elsewhere at CLOV (CarePoint Health, Credo, Thyme Care, Guidehealth) tie to other insiders (Garipalli, Tran), not to Kouzoukas.
Expertise & Qualifications
- Medicare regulatory leadership (CMS Director; Principal Deputy Administrator), health plan legal leadership (UHC Medicare GC), and HHS regulatory policy background.
- Audit Committee member; financially literate (Board states all Audit members are financially literate).
- LID governance role enhances independent oversight and executive session rigor.
Equity Ownership
| Metric | As of Mar 31, 2024 | As of Mar 31, 2025 |
|---|---|---|
| Class A Shares Beneficially Owned | 259,455 | 465,640 |
| % of Class A | <1% | <1% (implied; table lists shares only for 2025 footnotes) |
| Unvested RSUs Outstanding | 213,576 (12/31/23) | 206,185 (12/31/24) |
| Options | None disclosed | None disclosed |
| Pledging/Hedging | Company policy prohibits hedging and pledging without approval; no pledges disclosed for Kouzoukas. |
Governance Assessment
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Strengths:
- Strong regulatory and Medicare policy expertise directly relevant to MA plan governance and CMS Star Ratings oversight via Clinical Committee.
- Lead Independent Director in a leadership structure separating Executive Chair and CEO, with independent executive sessions—positive for board effectiveness.
- Director pay is modest, primarily retainer plus time-based RSUs; no performance-linked equity that could bias oversight.
-
Potential Conflicts/Red Flags:
- No related-party transactions disclosed for Kouzoukas; major related-party exposures involve other insiders (e.g., CarePoint/Thyme Care/Credo; Guidehealth).
- No evidence of hedging or pledging; Company prohibits without approval.
- Attendance threshold (≥75%) met at Board level; committee meeting counts indicate regular engagement, but individual director attendance percentages are not disclosed—monitor future proxies for specifics.
-
Shareholder Signals:
- Say-on-Pay support high (98.9% in 2024), suggesting investor confidence in compensation governance; LID oversight relevant to sustained support.
-
Committee Composition Changes (context):
- Audit Chair transitioned from Shapiro to Tran after 2025 annual meeting; Nominating & Governance Chair to Tran post-meeting—LID should ensure continuity and independence across committee leadership.
Overall: Kouzoukas brings material regulatory depth and independent leadership as LID. No direct conflicts identified; compensation and ownership align prudently with shareholder interests, strengthening investor confidence in board oversight.