Vivek Garipalli
CLOVER HEALTH INVESTMENTS, CORP. /DEAbout Vivek Garipalli
Vivek Garipalli, age 46 as of April 28, 2025, is Clover Health’s co‑founder and Executive Chairperson (Chair since January 1, 2023), and previously served as Chief Executive Officer from July 2014 to December 2022 and President from July 2014 to March 2019. He has been a director since July 2014; he holds a B.B.A. in entrepreneurship from Emory University and began his career in finance at Credit Suisse First Boston, J.P. Morgan Partners, and Blackstone Group .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clover Health | Executive Chairperson | Jan 2023–present | Board leadership; non‑independent Chair with Lead Independent Director appointed |
| Clover Health | Chief Executive Officer | Jul 2014–Dec 2022 | Company founder; led strategy and growth |
| Clover Health | President | Jul 2014–Mar 2019 | Early executive leadership |
| CarePoint Health | Co‑founder & Board Member | 2008–2022 | Built acute care system serving underserved populations |
| Ensemble Health | Co‑founder & Board Member | 2014–2016 | Revenue cycle services company |
| Flatiron Health | Board Member; early investor/advisor | 2012–2018 | Advised strategy; led acquisition of Altos; company sold to Roche |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cityblock Health | Board Member | Not disclosed | Current/previous board service |
| Doctor Evidence | Board Member | Not disclosed | Current/previous board service |
| Medically Home | Board Member | Not disclosed | Current/previous board service |
| Thyme Care | Board Member | Since ≥2023 | <5% equity interest; Clover contracts for oncology care |
| Swiftly Systems Inc. | Board/Advisor | Not disclosed | Current/previous board service |
| Wormhole Capital | Family office (investment arm) | Not disclosed | Invests with founders building category‑defining companies |
Board Governance
- Role and independence: Serves as Executive Chairperson; he is explicitly not an independent director. To balance this, the Board appointed Demetrios L. Kouzoukas as Lead Independent Director .
- Committee memberships: The 2025 proxy lists committee members for Audit, Talent & Compensation, Nominating & Corporate Governance, and Clinical; Garipalli is not listed on any standing committee, consistent with his Executive Chair role .
- Board attendance: In 2024, the Board met five times, and each incumbent director attended at least 75% of Board and committee meetings during periods served .
- Executive sessions: Non‑management directors meet in executive session at each regular meeting; independent directors also meet privately each quarter with the Lead Independent Director presiding .
- Say‑on‑Pay signal: 98.9% of votes cast supported executive compensation at the 2024 annual meeting, indicating strong investor support for pay design .
Fixed Compensation (Director)
| Metric | FY 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $0 |
| Stock Awards ($) | $0 |
| Option Awards ($) | $0 |
| Total ($) | $0 |
Note: As an employee director (Executive Chair), Garipalli did not receive compensation under the Outside Director Compensation Policy in 2024 .
Performance Compensation (Equity and Vesting)
| Award Type | Grant Details | Shares/Units | Vesting Schedule / Performance Condition |
|---|---|---|---|
| RSUs (time‑vesting) | Legacy CEO grants (2020–2021) | 6,685,397 | Two remaining installments vest on Jan 10, 2025 and Jan 10, 2026, subject to service |
| Hybrid PRSUs | Legacy CEO grants (2021) | 12,735,745 | Service: five equal annual tranches on Jan 7 of 2022–2026; Performance: Company must reach and maintain a specified stock price milestone for 90 consecutive days within five years of Jan 7, 2021 |
| Market PRSU status (company‑wide context) | Stock‑price targets | N/A | Market PRSUs vest based on average closing price range of $20–$30 for 90 consecutive days; as of Sept 30, 2025 the market condition had not been met |
Other Directorships & Interlocks (and Related‑Party Exposure)
| Entity | Relationship to Vivek | Exposure/Terms | Notes |
|---|---|---|---|
| CarePoint Health System | Co‑founder/ultimate prior controller; donated interests to nonprofit in May 2022 | $7.0m expenses & fees for FY 2024 under hospital contracts; $1.0m payable as of Dec 31, 2023 | Sept 2024 transfer of certain service subsidiaries to CarePoint nonprofit; Vivek/affiliates still owed money from prior obligations |
| CarePoint Health (update) | De‑designation as related party post‑bankruptcy | $4.4m 9M’25 expenses; no 3Q’25 expenses; $1.0m payable at Dec 31, 2024 | Ch.11 filed Nov 3, 2024; plan effective May 22, 2025 transferring assets/contracts to Hudson Regional Hospital; CarePoint no longer a related party |
| Thyme Care, Inc. | Board member; <5% interest | $4.1m expenses in FY 2024; $3.3m payable at Dec 31, 2024 | Engagement expanded effective Apr 1, 2023 to add services and value‑based payments |
| Medical Records Exchange, LLC (Credo) | Indirect owner | $0.7m expenses in FY 2024 | Administrative services for medical records retrieval |
| Character Biosciences | Board member (related party due to role) | $11.3m FV non‑controlling equity investment as of Sept 30, 2025; no transactions with Clover in periods presented | Investment accounted under ASC 321; transitioned from equity method to fair value after loss of significant influence |
Expertise & Qualifications
- Founder of multiple healthcare companies (CarePoint Health; Ensemble Health) and early investor/director at Flatiron Health through its sale to Roche, bringing deep healthcare operations and data platform experience .
- Financial markets background (Credit Suisse First Boston; J.P. Morgan Partners; Blackstone), providing capital allocation and deal experience .
- Active healthcare board portfolio (Cityblock Health, Doctor Evidence, Medically Home, Thyme Care, Swiftly Systems), expanding network and industry insight .
Equity Ownership
| Holding | Amount | Percentage/Voting |
|---|---|---|
| Class A Common Stock (beneficial) | 1,409,267 | <1% of Class A |
| Class B Common Stock (beneficial) | 90,488,886 | 99.8% of Class B; 68.6% total voting power |
| Entities affiliated with Vivek (Class B) | 83,584,543 | 92.2% of Class B; 63.3% total voting power (includes Caesar Clover LLC and NJ Healthcare Investments LLC; Vivek is sole manager) |
| Unvested RSUs outstanding (as director) | 19,421,142 | N/A |
Each Class B share has 10 votes; Class A has 1 vote, driving outsized voting control relative to economic interest .
Governance Assessment
- Strengths: Founder knowledge as Executive Chair; formal separation of Chair and CEO; Lead Independent Director structure; robust committee independence; executive sessions; high Say‑on‑Pay support (98.9%) indicating investor acceptance of compensation design .
- Alignment: Significant personal and affiliated equity ownership ensures “skin‑in‑the‑game,” with dominant Class B voting power aligning strategic control with founder stewardship .
- Policies: Company maintains clawback, minimum stock ownership, and prohibitions on hedging/pledging—favorable governance signals on pay risk and alignment .
- Engagement: At least 75% attendance threshold met by all directors in 2024; Board met five times, with committee activity across Audit (5x), Talent & Compensation (6x), Nominating & Governance (3x), Clinical (4x) .
- RED FLAGS and monitoring items:
- Non‑independent Executive Chair with concentrated voting control (Class B 99.8%), requiring strong Lead Independent Director and committee oversight to mitigate governance risk .
- Related‑party transactions: historical and ongoing interactions with entities tied to Garipalli (CarePoint legacy, Thyme Care, Credo). While subject to Audit Committee review and policies, investors should monitor terms, amounts, and timely transitions away from potential conflicts—note CarePoint de‑designation post‑bankruptcy and continued payables/obligations .
- Large outstanding RSU/PRSU grants from founder/CEO tenure create potential overhang; PRSU market conditions (90‑day average price $20–$30 range) not met as of Sept 30, 2025—continue monitoring equity award realizability and dilution .
Appendix: Committee Independence and Chair Roles (2024 activity reference)
- Audit Committee: Members—Demetrios L. Kouzoukas, William G. Robinson, Jr., Thomas L. Tran, Lee A. Shapiro; Chair—Lee A. Shapiro (transitioning to Tran post‑Annual Meeting). Met five times; Shapiro and Tran deemed “financial experts” .
- Talent & Compensation Committee: Members—Chelsea Clinton, Carladenise A. Edwards, Anna U. Loengard, William G. Robinson, Jr.; Chair—Robinson. Met six times .
- Nominating & Corporate Governance Committee: Members—Chelsea Clinton, Carladenise A. Edwards, Lee A. Shapiro; Chair—Shapiro (transitioning to Tran). Met three times .
- Clinical Committee: Members—Carladenise A. Edwards, Demetrios L. Kouzoukas, Anna U. Loengard; Chair—Loengard. Met four times .
Related Person Transaction Review: Material transactions ≥$120,000 with directors/executives/≥5% holders require Audit Committee review under written policy; Audit Committee considers arm’s‑length terms and extent of related‑party interest .