Thomas Tran
CLOVER HEALTH INVESTMENTS, CORP. /DEAbout Thomas L. Tran
Thomas L. Tran (age 68) has served as an independent director of Clover Health since August 2024. He is a veteran healthcare finance executive with 35+ years of experience, including CFO roles at public managed care companies; the Board has designated him an Audit Committee financial expert. He holds a B.S. from Seton Hall University and an MBA from New York University. His current Clover board tenure is as a Class II director, with service since August 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Molina Healthcare, Inc. (NYSE: MOH) | Chief Financial Officer | Jun 2018–May 2021 | Led finance at large public MA plan; relevant to payer operations and audit oversight |
| Upstream Care | Chief Financial Officer; Director | Feb 2022–Jun 2023 | Value-based physician enablement; board-level finance oversight |
| Gryphon Investors | Advisor | Since Mar 2021 | Private equity advisory; transaction and governance perspective |
| Seton Hall University | Board of Regents, Member | Since Sep 2023 | Oversight role at academic institution |
External Roles
| Organization | Role | Tenure | Type |
|---|---|---|---|
| Guidehealth LLC | Director | Since Mar 2025 | Private healthcare company (TPA, value-based care) |
| Seton Hall University | Board of Regents, Member | Since Sep 2023 | Academic/non-profit governance |
| Upstream Care | Director (and CFO) | Feb 2022–Jun 2023 | Private healthcare enablement |
| Gryphon Investors | Advisor | Since Mar 2021 | Private equity advisory |
Board Governance
- Committee assignments: Audit Committee member; designated Audit Committee financial expert alongside Lee A. Shapiro .
- Chair transitions: Effective June 10, 2025, Tran will become Chair of the Audit Committee and Chair of the Nominating & Corporate Governance Committee (and join the latter) .
- Independence: Board determined Tran is independent; only Toy and Garipalli are non‑independent .
- Attendance: In 2024, the Board held 5 meetings; all incumbent directors attended at least 75% of Board and committee meetings .
- Executive sessions: Non‑management directors meet in executive session quarterly; lead independent director presides .
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual Board retainer (Outside Directors) | $50,000 | Payable quarterly, pro‑rated for partial service |
| Audit Committee member retainer | $10,000 | Payable quarterly, pro‑rated |
| Committee Chair retainers | Audit Chair: $25,000; Nominating Chair: $15,000 | Chair fees paid in lieu of member fees |
| Lead Independent Director retainer | $30,000 | Additional to board retainer |
| Actual cash fees (2024 – Tran) | $24,489 | Pro‑rated for service starting Aug 2024 |
Performance Compensation
| Equity Award | Grant Value | Grant Date Mechanics | Vesting | Shares/Units Outstanding |
|---|---|---|---|---|
| Initial RSU grant (on appointment) | $200,000 value, pro‑rated for 2024 service | Granted upon appointment; number of RSUs based on 30‑day average closing price | Vests in full on 1st anniversary of grant date, subject to continued service | 39,689 unvested RSUs as of 12/31/2024 |
| Annual RSU grant (Outside Directors) | $200,000 value | Granted 3rd business day of January each year; number based on 30‑day average closing price | Vests in full on 1st anniversary of grant date | N/A for Tran in 2024; annual cycle applies going forward |
| Change-in-control treatment | Full vesting of unvested RSUs immediately prior to closing (single trigger) | Applies to director RSUs under policy | Contingent on consummation of change-in-control | Policy term, not a paid metric |
Note: Clover’s director equity is time-based RSUs; no director-level performance metrics (e.g., TSR hurdles) are disclosed. Equity quantities for directors are determined formulaically by award value divided by the 30‑day average price .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Guidehealth LLC | Private | Director | None disclosed with Clover counterparties |
| Upstream Care | Private | Director | None disclosed; no Item 404(a) transactions |
| Seton Hall University | Non‑profit/Academic | Board of Regents | Not commercial; no business dealings disclosed with Clover |
| Gryphon Investors | Private Equity | Advisor | No related-party transactions disclosed |
Expertise & Qualifications
- Healthcare payer CFO experience at Molina (public) and Upstream; deep managed care finance expertise .
- Board-designated Audit Committee financial expert and financially literate per Nasdaq standards .
- Governance roles across private healthcare, private equity advisory, and academia; relevant to oversight and strategy .
- Education: B.S. (Seton Hall); MBA (NYU) .
Equity Ownership
| Holder | Class A Shares | Class B Shares | % of Class A | % of Class B | Voting Power % |
|---|---|---|---|---|---|
| Thomas L. Tran | — | — | — | — | — |
- As of March 31, 2025, Tran had no beneficial ownership reported under SEC rules; RSUs that vest within 60 days are counted for ownership, but none were reported for Tran at that cutoff .
- Unvested RSUs held: 39,689 as of December 31, 2024 .
- Hedging and pledging of company stock are prohibited without approval; directors are barred from hedging strategies and margin pledging under the Insider Trading Policy .
Governance Assessment
- Committee leadership expansion: Appointment to Audit Chair and Nominating & Corporate Governance Chair consolidates oversight of financial reporting integrity and board composition/process under a director with CFO pedigree and “financial expert” status—positive signal for controls and board renewal .
- Independence and attendance: Independent status and disclosed 75%+ attendance in 2024 underpin baseline board effectiveness and engagement .
- Compensation alignment: Director pay emphasizes fixed cash plus time‑vested RSUs; annual equity grants are formulaic, vest over one year, and include CIC acceleration—standard market design, limited risk of misaligned pay .
- Conflicts: Company disclosed no arrangements or related‑party interests for Tran upon appointment; Item 404(a) confirmation of no material interest is a clean conflicts signal .
RED FLAGS
- None disclosed specific to Tran: no related‑party transactions; no hedging/pledging; independence affirmed; no attendance shortfalls reported .
Appendix: Audit Committee Context
- Audit Committee report and auditor independence processes documented; EY fees totaled $4.47M in 2024 (audit, related, tax), with standard PCAOB communications and independence letters reviewed—context for Tran’s upcoming Chair role .
- Audit Committee charter responsibilities include oversight of internal controls, auditor engagement, related‑party transaction review, risk, and cyber security policies .
EXECUTIVE AND DIRECTOR COMPENSATION TABLE EXCERPTS (Tran)
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | 24,489 |
| Stock Awards ($) | 123,036 (grant-date fair value, RSUs) |
| Options Outstanding | — |
| Unvested RSUs Outstanding (units) | 39,689 |
Board & Committee Structure References
- Director roster and committee memberships (as of Apr 28, 2025): Tran listed as Audit Committee member; committee compositions detailed .
- Board meetings and executive session practices .