William G. Robinson, Jr.
CLOVER HEALTH INVESTMENTS, CORP. /DEAbout William G. Robinson, Jr.
Independent director of Clover Health Investments, Corp. since March 2021; age 60; President of Broadgate Human Capital, LLC; former EVP & CHRO at Sabre Corporation and CHRO at Coventry Health Care, with prior HR leadership roles at Outcomes Health Information Solutions and General Electric. Education: B.A. in communications (Wake Forest University) and M.A. in human resources (Bowie State University), with deep expertise in human capital management across technology and healthcare sectors . He serves on Clover’s Board as an independent director under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Broadgate Human Capital, LLC | President | Oct 2018–present | Management consulting; human capital leadership |
| Sabre Corporation | EVP & Chief Human Resources Officer | Dec 2013–Sep 2017 | Led HR for travel technology company |
| Coventry Health Care | SVP & Chief Human Resources Officer | 2012–2013 | Diversified managed health care HR leadership |
| Outcomes Health Information Solutions | SVP, Human Resources | 2010–2011 | HR leadership at healthcare analytics company |
| General Electric | HR leadership roles across IT, healthcare, energy, security, industrial | 1990–2010 | Multi-industry HR leadership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Public Education, Inc. | Director | Jun 2016–present | Public company directorship |
| American Public University System | Board of Trustees member | May 2020–present | Governance oversight in higher ed |
Board Governance
- Committee assignments:
- Talent and Compensation Committee: Chair; committee met 6 times in 2024; all members independent .
- Audit Committee: Member; committee met 5 times in 2024; all members independent; financially literate; chairs transitioning from Lee A. Shapiro to Thomas L. Tran post-2025 annual meeting .
- Independence: Board determined Robinson is independent; only Toy and Garipalli are non-independent .
- Attendance: Each incumbent director attended at least 75% of aggregate Board and committee meetings in 2024; Board met 5 times .
- Leadership and engagement: Lead Independent Director is Demetrios L. Kouzoukas; independent directors hold executive sessions at each quarterly meeting, presided over by the lead independent director .
Fixed Compensation
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 85,011 | Cash retainers reflect Board service and committee roles (Chair of Talent & Compensation; Audit member) . |
| Stock Awards (RSUs, accounting fair value) | 190,329 | Annual outside director RSU grant (value-based, accounting fair value may differ from $200k policy grant) . |
| Total | 275,340 | Sum of cash and RSU fair value . |
Policy reference for outside directors (for context):
- Annual Board retainer $50,000; Chairperson +$50,000; Lead Independent Director +$30,000; Audit member $10,000; Talent & Compensation member $7,500; Chair of Talent & Compensation $20,000; Nominating & Governance member $5,000; Chair $15,000; Clinical member $5,000; Chair $15,000 .
Performance Compensation
| Element | Terms | Vesting/Triggers |
|---|---|---|
| Annual outside director RSU grant | Target value $200,000; number of RSUs determined by 30-trading day average closing price prior to grant; auto-granted third business day of January | Vests in full on first anniversary of grant; unvested RSUs fully vest immediately prior to and contingent upon a change in control . |
No performance-based metrics (e.g., revenue, EBITDA, TSR) tied to director compensation were disclosed for outside directors; RSUs are time-based .
Other Directorships & Interlocks
| Company | Relationship to Clover’s ecosystem | Potential conflict signal |
|---|---|---|
| American Public Education, Inc. | Unrelated sector (education) | No related-party exposure disclosed in Clover’s filings -. |
| American Public University System | Unrelated sector (education) | No related-party exposure disclosed -. |
Clover’s disclosed related-party transactions primarily involve entities associated with Executive Chair Vivek Garipalli (CarePoint Health historic ties, Medical Records Exchange/Credo, Thyme Care); none implicated Robinson -.
Expertise & Qualifications
- Human capital strategy, executive compensation, talent management across technology and healthcare; prior CHRO roles in public and private companies .
- Board governance experience at a public company (APEI) and trustee role at APUS .
- Communications (Wake Forest University) and Human Resources (Bowie State University) academic credentials .
Equity Ownership
| Security | Quantity | As of Date | Notes |
|---|---|---|---|
| Class A common stock | 457,647 | Mar 31, 2025 | <1% of Class A; no Class B holdings . |
| Unvested RSUs (director) | 206,185 | Dec 31, 2024 | Outstanding unvested RSUs; no options outstanding . |
| Hedging/Pledging | Prohibited absent approval (pledging) and hedging is barred | Policy level | Company insider trading policy restricts hedging and pledging; no pledges disclosed for Robinson . |
Governance Assessment
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Strengths and signals supporting investor confidence:
- Independent director; chairs key Talent & Compensation Committee with independent members; committee engages an independent compensation consultant (Aon) and adheres to clawback and ownership policies for executives, reducing pay-risk and enhancing accountability .
- Active oversight: Audit and Compensation committees met 5 and 6 times respectively in 2024; Board executive sessions each quarter under lead independent director .
- Strong Say-on-Pay support (98.9% approval in 2024), indicating positive shareholder sentiment toward compensation governance .
- Director compensation mix includes meaningful equity via RSUs aligning incentives with long-term shareholder outcomes .
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Risks and potential red flags (structural context):
- Classified board structure may reduce accountability; director terms staggered .
- Dual-class voting (Class B at 10 votes per share) concentrates control, potentially diminishing minority shareholder influence .
- Board vacancy post-2025 annual meeting due to Lee Shapiro not standing for re-election; transition of committee chairs requires monitoring for continuity (Audit Chair moving to Thomas Tran; Nominating Chair transition planned) .
-
Not observed for Robinson (positive):
- No related-party transactions or Item 404 relationships disclosed for Robinson; Compensation Committee interlocks disclosure indicates no insider participation/conflicts among 2024 members -.
- Section 16(a) compliance reported as timely; no delinquent filings flagged .
-
Attendance/engagement:
- At least 75% attendance across Board and committee meetings for 2024; indicates baseline engagement (company-wide statement) .
-
Director Pay Practices:
- No options granted; annual RSU grants time-based; change-in-control acceleration provisions disclosed for directors (RSUs vest immediately prior to closing) -.
Overall, Robinson’s independent status, chairmanship of the Talent & Compensation Committee, and absence of related-party issues are positives for governance quality. Structural features (classified board; dual-class voting) warrant continued monitoring for shareholder rights impacts at the board level - .