Jamie Reynoso
CLOVER HEALTH INVESTMENTS, CORP. /DEAbout Jamie Reynoso
Jamie L. Reynoso is Clover Health’s Chief Executive Officer of Medicare Advantage (since January 2023) and previously served as Chief Operating Officer (July 2020–January 2023). She is 56 and holds a B.B.A. from Texas A&M University–Kingsville . Under her operating remit, Clover achieved key performance outcomes used in incentive plans: Insurance MCR of 77.3% (max funding for that metric), Adjusted SG&A of $296M (94% funding), yielding a 122% payout for the annual bonus period ended June 30, 2024, and outperformed CAPE and MA Revenue targets for 2023 PRSUs (130% payout first installment) . Say‑on‑pay support was 98.9% at the 2024 annual meeting, indicating broad shareholder endorsement of compensation design .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Clover Health | CEO, Medicare Advantage | Jan 2023–present | Leads MA business execution and performance |
| Clover Health | Chief Operating Officer | Jul 2020–Jan 2023 | Enterprise operations leadership |
| Memorial Hermann Health Plan | COO, then CEO | Apr 2016–Dec 2019 | Provider‑sponsored plan operations and leadership |
| Catholic Health Initiatives | Regional VP, Payer Strategy & Operations | Nov 2012–Apr 2016 | Payer strategy across a large hospital system |
| UnitedHealth Group | Various roles incl. VP, Emerging Business | 16+ years (dates not specified) | Growth and operating leadership in managed care |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships disclosed in biography |
Fixed Compensation
| Item | 2024/Current | Notes |
|---|---|---|
| Annualized base salary (effective Oct 2024) | $550,000 | Approved in 2024 annual review |
| Target bonus % (annual bonus program Jul 2023–Jun 2024) | 75% of salary | NEO target matrix for period |
| Actual non‑equity incentive compensation paid in 2024 | $1,229,496 | Includes annual bonus for Jul 2023–Jun 2024 based on 122% funding and 2023 Cash MIP first installment; see notes to table |
| Employment agreement (effective Dec 31, 2021) | $425,000 base; 60% initial target bonus | Agreement replaced July 2020 offer letter |
Performance Compensation
Annual Bonus (performance period Jul 1, 2023 – Jun 30, 2024; paid Oct 2024)
| Metric | Weight | Target | Actual | Payout factor | Notes |
|---|---|---|---|---|---|
| Insurance MCR | 50% | 82% (100% funding) | 77.3% | 150% | Metric definition and schedule; achievement certified Aug 2024 |
| Adjusted SG&A | 50% | $294M (100% funding) | $296M | 94% | Non‑GAAP as defined; achievement certified Aug 2024 |
| Overall | 100% | — | — | 122% | Weighted payout used for NEO bonuses |
2023 PRSU (granted Oct 31, 2023; measurement Jul 1, 2023 – Jun 30, 2024)
| Metric | Target | Actual | Achievement | Payout (1st installment) | Vesting |
|---|---|---|---|---|---|
| CAPE (Cash at Parent Entity) | $108.4M | $201.0M | 150% | Contributed to 130% overall | First installment vested/paid Aug 2024; second installment vests Oct 31, 2025 (continued service) |
| Total MA Revenue (Premiums earned, net) | $1,272.0M | $1,296.0M | 109% | Contributed to 130% overall | Same as above |
| Jamie Reynoso PRSU targets | 200,000 + 200,000 units | — | — | 259,000 units (1st installment) | Second installment in Oct 2025 |
2023 Cash MIP (cash LTI complement)
| Component | Target payout | Achievement | Cash paid |
|---|---|---|---|
| First installment (measurement Jul 1, 2023 – Jun 30, 2024) | $750,000 | 150% on CAPE metric | $750,000 paid Sep 2024 (per table; target achieved at 150%) |
Equity Awards (granted/active)
| Award type | Grant date | Units | Vesting | Grant-date fair value |
|---|---|---|---|---|
| Time‑based RSU (annual LTI) | Oct 15, 2024 | 726,114 | 25% on first anniversary, then quarterly over next 3 years (service‑based) | $2,998,851 |
| 2023 PRSU – 1st tranche | Oct 31, 2023 | 200,000 target | Earned/settled Aug 2024 at 130% based on CAPE and MA Revenue | — (units) |
| 2023 PRSU – 2nd tranche | Oct 31, 2023 | 200,000 target | Vests Oct 31, 2025, subject to continued service (performance achieved based on 2023–24 period) | — (units) |
| Legacy stock options (2014/2020 plans) | 2020 grants | 51,701; 443,910; 21,406 options | Options outstanding; see details and vesting in plan table | — |
Equity Ownership & Alignment
| Category | Amount | Notes |
|---|---|---|
| Class A shares held | 943,518 | Beneficial ownership as of Mar 31, 2025 |
| RSUs vesting within 60 days (Class A) | 97,124 | Counted as beneficial ownership for SEC % calculations |
| Class B options exercisable within 60 days | 500,644 | Counted as beneficial ownership for SEC % calculations |
| Ownership as % of Class A / voting power | <1% | As indicated (“*” less than 1%) |
| 2024 stock vested (shares / value) | 1,207,927 shares / $2,979,054 | Value realized on vesting (not necessarily sold) |
| Stock ownership guidelines | 1.5x base salary for executive officers; 5‑year compliance window from Mar 2023 adoption | Applies to Ms. Reynoso; individual compliance status not disclosed |
| Hedging/pledging | Hedging prohibited; pledging prohibited unless approved; 10b5‑1 plans required for senior exec trades | Insider Trading Policy and trading windows apply |
Employment Terms
| Trigger | Cash severance | Equity treatment | COBRA | Other |
|---|---|---|---|---|
| Termination without cause / for good reason (outside CIC window) | 12 months of then‑base salary | No automatic acceleration of time‑based equity | Up to 12 months | Release required; confidentiality, non‑solicit, non‑disparagement |
| CIC + qualifying termination (double‑trigger; within 1 month before or 12 months after CIC) | 12 months base + 1.0x target cash bonus | Full acceleration of time‑based equity; performance awards per plan/agreements | Up to 12 months | 280G/4999 cut‑back to maximize after‑tax benefit |
| Original employment agreement terms | $425,000 base; 60% initial target bonus | Equity eligibility as per plan | — | Agreement dated Dec 31, 2021 |
Compensation Structure Analysis
- Mix and changes: 2024 compensation increased vs 2023, reflecting higher base ($550k vs $486.5k), larger stock awards ($3.00M vs $1.79M), and higher non‑equity incentive comp ($1.23M vs $0.20M), driven by over‑achievement on MCR/CAPE metrics and Cash MIP payout .
- Shift toward time‑based RSUs: 2024 awards delivered as time‑based RSUs (60% of LTI value), complemented by cash‑based MIP for performance alignment, while 2023 awards included PRSUs plus Cash MIP to manage dilution .
- Governance features: Double‑trigger CIC equity vesting, mandatory ownership guidelines, clawback policy compliant with Nasdaq Rule 10D‑1, prohibition on hedging and restricted pledging, and high (98.9%) say‑on‑pay support in 2024 .
Performance & Track Record Indicators
| Indicator | Detail |
|---|---|
| Insurance MCR (annual bonus metric) | Achieved 77.3% in period, max funding for metric; supports margin improvement focus in MA operations |
| Adjusted SG&A (annual bonus metric) | $296M achievement (94% funding); cost discipline signal |
| CAPE (PRSU & Cash MIP metric) | $201.0M vs $108.4M target (150%); balance sheet/cash strength focus |
| Total MA Revenue (PRSU metric) | $1,296.0M vs $1,272.0M target (109%) |
Compensation Peer Group (context for benchmarking)
Agilon Health; Alignment Healthcare; Apollo Medical; Bright Health Group; DocGo; eHealth; Evolent Health; GoHealth; Health Catalyst; Jamf; ModivCare; MultiPlan; Omnicell; Oscar Health; Phreesia; Privia Health Group; Progyny; SelectQuote; Sharecare; Teladoc Health; Veradigm .
Investment Implications
- Alignment and incentives: Majority of compensation is variable and at‑risk with clear operational metrics (MCR, SG&A) and liquidity/revenue metrics (CAPE, MA Revenue), which Ms. Reynoso helped exceed in the latest cycle, supporting pay‑for‑performance alignment .
- Retention vs. sell pressure: Significant unvested equity (e.g., 726,114 RSUs from Oct 2024 grant vesting through 2028; second 2023 PRSU installment on Oct 31, 2025) creates retention hooks but may introduce periodic supply as awards vest; 1.21M shares vested in 2024 highlights ongoing flow potential (subject to 10b5‑1 and blackout policies) .
- Downside protection in CIC limited vs. CEO: Severance provides 1x base (outside CIC) and 1x base + 1x bonus (CIC double‑trigger) with time‑based equity acceleration; no tax gross‑ups (280G cutback), balancing retention with shareholder protections .
- Governance risk checks: Clawback, ownership guidelines, hedging/pledging prohibitions, independent T&C Committee and use of Aon as independent consultant, and strong 2024 say‑on‑pay (98.9%) reduce governance red flags .