Karen Soares
CLOVER HEALTH INVESTMENTS, CORP. /DEAbout Karen Soares
Karen Soares (age 47) is General Counsel and Corporate Secretary at Clover Health Investments, Corp. (CLOV), a role she has held since October 2023 after serving in Clover’s legal department since 2018; she previously was General Counsel/Chief Compliance Officer at Analyte Health and an associate at Fried, Frank (B.A. Dartmouth; J.D. University of Chicago) . She is a named executive officer (NEO) in 2023 and oversees legal, compliance, and corporate governance, including acting as Corporate Secretary on the company’s proxy materials . Pay programs for senior management emphasize pay-for-performance, using Insurance MCR and Adjusted SG&A for annual bonuses and CAPE and Total MA Revenue for long-term incentives, with strong governance features (stock ownership guidelines, clawback, hedging/pledging prohibitions) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Clover Health | General Counsel & Corporate Secretary | Oct 2023 – present | Leads legal, compliance, and governance; Corporate Secretary for Board and shareholder matters . |
| Clover Health | Senior VP, Deputy General Counsel (and other legal roles) | 2018 – 2023 | Supported company legal function during operating shift and capital markets disclosures . |
| Analyte Health (telehealth) | General Counsel & Chief Compliance Officer | 2012 – 2018 | Built legal/compliance infrastructure for a digital health startup . |
| Fried, Frank, Harris, Shriver & Jacobson | Associate | 2005 – 2012 | Complex corporate/legal matters at an international law firm . |
External Roles
No external directorships or public board roles disclosed for Ms. Soares in CLOV filings .
Fixed Compensation
| Component | 2023 detail | Notes |
|---|---|---|
| Base salary | $450,000 (effective Oct 31, 2023) | Annualized base set upon promotion to GC. |
| Target bonus | 75% of base salary | Applies to the July 2023–June 2024 annual cycle. |
Summary Compensation (as reported for 2023)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive Plan ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | 402,404 | 953,300 | 101,706 | 9,087 | 1,466,496 |
Performance Compensation
Annual cash incentives (company-wide design)
- Metrics and weighting (July 2023–June 2024): Insurance MCR (50%); Adjusted SG&A (50%) .
- Stub period (Jan–Jun 2023) metrics and outcomes: Insurance MCR achieved 81.9% (150% funding); Adjusted SG&A $150M (96% funding); NEO pool funded at 115%, with Ms. Soares (then Deputy GC) receiving ~128% of her target for the stub period .
2023 Stub-period payout details (illustrative)
| Metric | Weight | Target | Actual | Payout |
|---|---|---|---|---|
| Insurance MCR | 50% | 87% | 81.9% | 150% of target |
| Adjusted SG&A | 50% | $149M | $150M | 96% of target |
| Soares Stub Bonus | — | — | — | ~128% of target |
Long-term incentives granted October 31, 2023 (at promotion-year program)
- PRSUs (target): Performance metrics CAPE and Total MA Revenue (50/50) measured as of June 30, 2024; 50% vests at certification, remaining 50% on Oct 31, 2025 (0–150% payout range) .
- Cash Management Incentive Plan (Cash MIP): CAPE and Total MA Revenue (50/50) across two one-year measurement periods (ending Jun 30, 2024 and Jun 30, 2025), with a third installment equal to the average of the first two; each installment can pay 0–150% subject to continued service; Ms. Soares targets: $333,333 (each of three installments) .
Performance-based programs structure
| Program | Metric(s) | Weight | Period | Target (Soares) | Payout formula |
|---|---|---|---|---|---|
| 2023 PRSUs (Oct grants) | CAPE; Total MA Revenue | 50/50 | Performance through 6/30/2024; vest 50% at certification; 50% on 10/31/2025 | 400,000 PRSUs (target units) | 0–150% of target based on achievement |
| 2023 Cash MIP | CAPE; Total MA Revenue | 50/50 | Two one-year periods to 6/30/2025; third installment avg. of first two | $333,333 x3 installments | 0–150% per installment |
Note: Company-wide outcomes for the July 2023–June 2024 annual bonus were later certified at 122% funding for NEOs, driven by Insurance MCR 77.3% (150%) and Adjusted SG&A $296M (94%); Ms. Soares was not an NEO in 2024, so her individual payout is not disclosed .
Equity Ownership & Alignment
Equity awards outstanding (as of December 31, 2023)
| Type | Grant date | Unvested units/options | Vesting terms / exercise price |
|---|---|---|---|
| RSUs (time-based) | 10/31/2023 | 600,000 | 50% on 10/31/2024; remainder in four quarterly installments to 10/31/2025 |
| PRSUs (performance) | 10/31/2023 | 400,000 (target) | 50% at certification (performance through 6/30/2024); 50% on 10/31/2025 |
| RSUs (time-based) | 9/15/2022 | 138,706 | 4-year vest; 25% at 1-year, then quarterly |
| RSUs (time-based) | 2/14/2022 | 132,188 | 4-year vest; 25% at 1-year, then quarterly |
| RSUs (time-based) | 6/15/2021 | 18,848 | 4 installments on each anniversary of 1/7/2021 |
| Options | 4/28/2020 | 40,432 (exercisable) | $2.36 exercise; monthly vesting (portion vested) |
| Options | 4/28/2020 | 42,290 (exercisable) | $2.36 exercise; fully vested |
| Options | 6/29/2020 | 31,021 (exercisable) | $3.66 exercise; monthly vesting (portion vested) |
| Options | 9/26/2020 | 144,765 (exercisable) | $6.64 exercise; monthly vesting (portion vested) |
| Options | 6/04/2019 | 20,680 (exercisable) | $1.94 exercise; monthly vesting (portion vested) |
| Options | 12/12/2018 | 20,680 (exercisable) | $1.94 exercise; fully vested |
Vested vs. unvested options detail (12/31/2023)
| Grant date | Total options | Vested | Unvested |
|---|---|---|---|
| 4/28/2020 | 40,432 | 21,130 | 19,302 |
| 4/28/2020 | 42,290 | 42,290 | — |
| 6/29/2020 | 31,021 | 21,714 | 9,307 |
| 9/26/2020 | 144,765 | 96,510 | 48,255 |
| 6/04/2019 | 20,680 | 20,335 | 345 |
| 12/12/2018 | 20,680 | 20,680 | — |
Ownership and pledging policies
- Executive stock ownership guidelines: non-CEO executives must hold eligible shares equal to 1.5x base salary within five years of appointment (eligible shares include owned shares, net settled RSUs/PSUs, and vested in-the-money options) .
- Hedging and pledging: the Insider Trading Policy prohibits hedging; pledging/margin use is prohibited unless approved; senior executives generally must use 10b5-1 plans to trade .
- Individual beneficial ownership for Ms. Soares was not itemized in the 2025 ownership table; executive officers and directors as a group held 14,137,568 Class A and 105,207,012 Class B shares as of March 31, 2025 .
Insider selling pressure indicators
- Concentrated vest dates: 50% of 600,000 RSUs vested on 10/31/2024, with remaining tranches through 10/31/2025, a cadence that can drive periodic Form 4 sales to cover withholding taxes .
- Policy-mitigated risk: company requires 10b5-1 plans for senior executives and bars hedging/pledging absent approval, reducing discretionary trading risk .
Employment Terms
| Term | Detail |
|---|---|
| Employment status | At-will . |
| Severance (non-CIC) | Cash equal to 12 months base salary plus up to 12 months COBRA; subject to release and covenants . |
| Change-in-control (double trigger) | Cash equal to 12 months base salary + 1.0x target cash bonus; up to 12 months COBRA; full acceleration of unvested time-based equity upon qualifying termination within 1 month before or 12 months after a CIC; performance awards per plan discretion . |
| Clawback | Dodd-Frank compliant clawback covering cash and equity incentives for restatements and certain misconduct . |
| Hedging/pledging | Prohibited (pledging only with approval); 10b5-1 plan usage for senior executives . |
| Stock ownership guideline | 1.5x base salary within five years of becoming an executive officer . |
| Non-compete/non-solicit | Agreements reference customary confidentiality, non-solicitation, and non-disparagement; a specific non-compete scope/duration is not disclosed in the proxy . |
Investment Implications
- Pay-for-performance and capital discipline: Soares’ incentive mix aligns with CLOV’s profitability drivers—Insurance MCR and Adjusted SG&A for near-term efficiency, and CAPE/Total MA Revenue for liquidity and growth quality—supporting governance-friendly pay design (no perks, no option repricing, double-trigger CIC, strong clawback) .
- Retention risk appears moderate: Severance is 1x salary (and 1x target bonus in CIC) with full acceleration of time-based equity only upon double-trigger; sizable unvested RSUs/PRSUs through 2025 are retention-positive .
- Trading/supply dynamics: The large 10/31/2023 RSU grant (600,000) and PRSU schedules create predictable vesting over 2024–2025, implying periodic tax-driven disposals; 10b5-1 requirements and hedging/pledging prohibitions reduce governance risk around trading .
- Governance alignment: Executive stock ownership guidelines (1.5x salary) and robust say-on-pay support (98.9% in 2024) suggest investor alignment and lower agency risk .
Overall, compensation structure and policies for Soares support long-term alignment and retention with measured severance economics and constrained trading behavior, while the vesting calendar may intermittently add technical selling pressure as awards settle .