Peter Kuipers
CLOVER HEALTH INVESTMENTS, CORP. /DEAbout Peter Kuipers
Peter Kuipers, age 52, has served as Chief Financial Officer (principal financial and accounting officer) of Clover Health Investments, Corp. since April 29, 2024, following interim service as SVP of Finance starting April 29, 2024 . He holds a Master’s in Economics and Business Administration from Maastricht University and is a Chartered Accountant in the Netherlands . Kuipers previously won the 2018 San Francisco Bay Area Public Company CFO of the Year award and led Omnicell’s revenue growth from $485 million to $1.3 billion while overseeing supply chain, IT, corporate development, and M&A, helping transform the company into a cloud/SaaS platform . Under his finance leadership at Clover, the company achieved 2024 Adjusted EBITDA of $70.1 million (from a $41.6 million loss in 2023), 9% insurance revenue growth to $1,344.9 million, and improved insurance BER and MCR year-over-year, signaling strengthened unit economics and operating discipline .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Omnicell, Inc. | EVP & CFO | Aug 2015–Jun 2023 | Grew revenue from $485M to $1.3B; led transformation to cloud/SaaS; oversaw supply chain, IT, corp dev/M&A |
| Omnicell, Inc. | Executive Advisor | Jun 2023–Aug 2023 | Advisory support following CFO tenure |
| Quantcast Corporation | Chief Financial Officer | Not disclosed | Financial leadership driving profitable revenue growth, digital platform development, global expansion |
| The Weather Company | Chief Financial Officer | Not disclosed | Capital allocation and profitable growth leadership |
| Yahoo!, Altera (Intel), General Electric, Akzo Nobel | Divisional CFO/FP&A leadership roles | Not disclosed | Implemented financial management strategies and operating rigor to drive execution at scale |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Invacare Corporation | Director | May 2023–Feb 2024 | Governance role at global medical products company |
| Ernst & Young | Audit, IPO services, M&A due diligence | ~10 years | Built foundational finance and transaction expertise across multinational clients |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Non-Equity Incentive Paid ($) |
|---|---|---|---|
| 2024 | 367,213 | 95% of base | — (none recorded) |
| Effective Date | Annualized Base Salary ($) | Note |
|---|---|---|
| October 2024 | $525,000 | Annualized CFO base rate |
Performance Compensation
Annual Cash Bonus Program
| Performance Metric | Weighting | Target | Actual | Payout | Period |
|---|---|---|---|---|---|
| Insurance Medical Care Ratio (MCR) | 50% (equally weighted) | Not disclosed for Kuipers | Not disclosed for Kuipers | No payout recorded in 2024 | Jul 1, 2023–Jun 30, 2024 |
| Adjusted SG&A | 50% (equally weighted) | Not disclosed for Kuipers | Not disclosed for Kuipers | No payout recorded in 2024 | Jul 1, 2023–Jun 30, 2024 |
RSU Grants (Time-based)
| Grant Date | Award Type | Shares (#) | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| Apr 29, 2024 | RSUs (sign-on, part 1) | 2,620,562 | 1,766,521 | 25% vests on first anniversary of start date (Apr 29, 2025) ; remainder in 12 equal quarterly installments beginning three months after first anniversary (Jul 29, 2025), subject to continued service |
| Apr 29, 2024 | RSUs (sign-on, part 2) | 4,228,753 | 2,850,602 | Same schedule as above |
| Apr 29, 2024 | One-time RSU value (aggregate) | — | $5,000,000 (target grant value) | Time-based vesting as above |
No stock options were granted to NEOs in 2024, 2023, or 2022 .
Long-Term Incentive (Cash MIP)
| Program | Cycle | Structure | Metrics/Weighting | Payouts |
|---|---|---|---|---|
| 2025 Cash MIP (for NEOs, not Kuipers in 2024) | Jan 1, 2025–Dec 31, 2027 | Cash-based; target cash award eligible to be earned in 3 installments | Final metrics, weightings, and payout targets to be set in early 2025 | Subject to continued service through payment dates |
Equity Ownership & Alignment
Beneficial Ownership
| As of Date | Class A Shares Beneficially Owned | % of Class A | Class B Shares | % of Total Voting Power | RSUs Vesting within 60 Days (#) | Options Exercisable within 60 Days (#) |
|---|---|---|---|---|---|---|
| March 31, 2025 | 1,712,330 (RSUs vesting within 60 days) | * (<1%) | — | * (<1%) | 1,712,330 | — |
Outstanding Equity Awards (Dec 31, 2024)
| As of Dec 31, 2024 | RSUs Unvested (#) | Market Value ($) | Options Exercisable (#) | Options Unexercisable (#) |
|---|---|---|---|---|
| Peter Kuipers | 2,620,562 | 8,254,770 | — (none listed) | — (none listed) |
| Peter Kuipers | 4,228,753 | 13,320,572 | — (none listed) | — (none listed) |
| Aggregate sign-on RSUs | 6,849,315 | — | — | — |
Ownership Policies, Hedging/Pledging, and Guidelines
| Policy | Requirement | Status/Timeline |
|---|---|---|
| Hedging/Pledging | Prohibited for directors, officers, employees unless approved (pledging) | Prohibited under Insider Trading Policy |
| Stock Ownership Guidelines | CFOs/executive officers: 1.5x annual base salary; “eligible shares” include owned shares, net shares from vesting, vested in-the-money options | Must meet within 5 years of appointment (Kuipers: by Apr 29, 2029) |
| Trading Plans | 10b5-1 permitted under policy; certain senior execs required to use 10b5-1 to trade | No adoption/termination of Rule 10b5-1 or non-Rule 10b5-1 arrangements during Q2 2024 |
| Clawback | Recovery of incentive compensation for restatements/misconduct; Dodd-Frank/Nasdaq compliant | Policy effective and applicable to current/former executive officers |
Employment Terms
| Term | Details |
|---|---|
| Employment Start Date | Apr 29, 2024 |
| Base Salary | $525,000 annual base |
| Target Bonus | 95% of base salary initial target |
| Severance (no CIC) | Cash equal to 1x base salary + 1x target bonus; up to 12 months COBRA; continued vesting for 1 year of unvested equity awards granted prior to separation agreement effective date; subject to release and compliance with confidentiality, non-solicit, non-disparagement |
| Severance (CIC) | If termination occurs within 1 month prior to or 18 months following a CIC: cash equal to 18 months base salary + 1x target bonus; up to 18 months COBRA; full acceleration of all unvested time-based equity awards; performance awards per award agreements; subject to release and compliance |
| 280G Cutback | Payments reduced to provide greatest after-tax benefit if subject to 280G/4999 |
| Indemnification | Standard indemnification agreement with expense advancement per company form (filed previously) |
| Quantified Severance Values (hypothetical at 12/31/2024) | Involuntary termination: cash $1,023,750; equity vesting $13,484,589; benefits $30,948; total $14,539,287 . In CIC termination: cash $1,535,625; equity vesting $21,575,342; benefits $46,421; total $23,157,388 |
Performance & Track Record (During Kuipers’ Tenure)
| Metric | FY 2024 | YoY | Q4 2024 |
|---|---|---|---|
| Insurance revenue ($MM) | 1,344.9 | +8.8% | 330.7 |
| Adjusted EBITDA ($MM) | 70.1 | Favorable vs -41.6 in FY 2023 | 7.8 |
| Insurance MCR (%) | 75.1% | -610 bps | 73.5% |
| Insurance BER (%) | 81.2% | -530 bps | 82.8% |
| Cash, cash equivalents & investments ($MM) | 437.6 (FY-end) | +4.9% vs 417.3 | 437.6 |
CFO Commentary: Kuipers highlighted a $112 million year-over-year improvement in Adjusted EBITDA, positive cash flow from operations, and strong balance sheet, guiding to FY 2025 Adjusted EBITDA of $45–$70 million, with expected membership and revenue growth and disciplined SG&A and total cost of care management .
Investment Implications
- Compensation alignment: High at-risk equity via a $5M sign-on RSU that vests over 4 years, no options, and annual incentives tied to insurance MCR and adjusted SG&A indicate strong linkage to profitability and cost discipline .
- Retention and selling pressure: The large unvested RSU balance (6,849,315 RSUs) vests 25% at Apr 29, 2025 and quarterly thereafter, creating predictable vesting dates that could drive 10b5-1 programmatic sales; hedging/pledging is prohibited, mitigating misalignment risk .
- Ownership and governance: Beneficial ownership is <1% of Class A, with stock ownership guidelines requiring 1.5x salary within 5 years; robust clawback policy and standard indemnification framework are in place .
- Severance/CIC economics: Outside CIC, severance is 1x base+1x target bonus plus 12 months COBRA and 1-year continued vesting; CIC provides 18 months base+1x target bonus, 18 months COBRA, and full acceleration of time-based awards, with 280G cutback—balanced but meaningful protection that reduces forced exit risk .
- Execution track record: Kuipers’ prior CFO leadership at Omnicell delivered material revenue growth and platform transformation; Clover’s 2024 profitability and margin improvements under his finance leadership support confidence in continued cost control and unit economics, though FY 2025 guidance reflects reinvestment for growth and normalization of favorable prior-period development .