Allen R. Thorpe
About Allen R. Thorpe
Allen R. Thorpe, age 54, is Lead Independent Director of Claritev Corporation (CTEV) and Chair of the Nominating & Corporate Governance Committee. He has served on the Claritev board since October 2020 (and on the predecessor Former MultiPlan board from June 2016 to October 2020). Thorpe is a Partner at Hellman & Friedman LLC (H&F), leading the firm’s New York office; prior roles include Vice President at Pacific Equity Partners and Manager at Bain & Company. The Board has determined he is independent under NYSE and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hellman & Friedman LLC | Partner (leads NY office) | Since January 2004; joined H&F in 1999 | Financial and governance expertise across portfolio boards |
| Pacific Equity Partners | Vice President | Prior to 1999 | Private equity investing experience |
| Bain & Company, Inc. | Manager | Prior to 1999 | Management consulting background |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Edelman Financial Engines LLC | Director | Current | Private company board |
| Medline Inc. | Director | Current | Private company board |
| athenahealth | Director | Current | Private company board |
| Caliber Collision | Director | Current | Private company board |
| LPL Financial Holdings Inc. | Lead Independent Director | Former | Public company; served as lead independent director |
| PPD, Inc. | Director | Former | Public company (acquired by Thermo Fisher in 2021) |
| Change Healthcare Inc. | Director | Former | Public company (acquired by UnitedHealth in 2022) |
| Artisan Partners Asset Management Inc. | Director | Former | Public company |
| Mitchell International Inc. | Director | Former | Private company |
| Grosvenor Capital Management Holdings, LLP | Advisory Board Member | Former | Private company advisory role |
Board Governance
- Roles: Lead Independent Director; Chair, Nominating & Corporate Governance Committee; not listed as member of Audit, Compensation, or Risk committees.
- Independence: Board affirmatively determined Thorpe is independent under NYSE/SEC standards.
- Lead Independent Director responsibilities include agenda-setting, information approval, liaising between independent directors and the Chair/CEO, calling executive sessions, and authority to recommend retention of independent advisors.
- Attendance and engagement: In 2024 the Board met 5 times; Nominating & Corporate Governance met 4 times; each director participated in at least 75% of applicable meetings.
- Tenure: Claritev director since October 2020 (and Former MultiPlan director from June 2016 to October 2020).
- Committee refresh: Post-2025 annual meeting, Clarke and Harris join Nominating & Corporate Governance; Thorpe remains Chair.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Non-Employee Director) | $100,000 | Payable quarterly, in arrears |
| Annual RSU grant (Non-Employee Director) | $100,000 | Vests at next annual meeting or 1-year anniversary; pro-rata on voluntary resignation; full vest on change-in-control termination (no cause) |
| Committee chair retainers | Audit $25,000; Compensation $20,000; Nominating & Corporate Governance $15,000; Risk $20,000 | Payable quarterly, in arrears |
| Committee member retainers | Audit $12,500; Compensation $10,000; Nominating & Corporate Governance $7,500; Risk $10,000 | Payable quarterly, in arrears |
| Travel/expense reimbursement | As incurred | Standard policy |
| 2024 Director Compensation – Allen R. Thorpe | Fees Earned (Cash) | Stock Awards (RSUs) | Total |
|---|---|---|---|
| Elected to forego all director compensation | $0 | $0 | $0 |
| Footnote | — | — | “Until otherwise notified to the General Counsel of the Company, Mr. Thorpe has elected to forego his right to all such compensation.” |
Performance Compensation
- Directors at Claritev do not receive performance-based pay; annual director equity is time-based RSUs (no PSUs/options for directors).
- Therefore, no director compensation metrics (e.g., revenue, EBITDA, TSR) are tied to Thorpe’s board pay.
Other Directorships & Interlocks
- H&F Investors beneficially own ~32.2% of Claritev; Thorpe is a Partner at H&F. Voting and investment determinations are made by H&F VIII’s board (members include Allen R. Thorpe), with individuals disclaiming beneficial ownership; H&F has Investor Rights Agreement with Claritev.
- H&F affiliate transactions: Claritev purchased insurance brokerage services through Hub International Limited (an H&F affiliate), with ~$1.0 million paid in 2024; related-party transactions are reviewed by the Audit Committee under policy.
- Nomination rights: Mr. Kap’s nomination to Claritev’s Board was by H&F pursuant to the Investor Rights Agreement.
Expertise & Qualifications
- Deep healthcare industry insight and governance expertise across multiple portfolio and public boards.
- Financial and corporate governance credentials; prior consulting and private equity roles enhance oversight of strategy and risk.
- Board leadership experience (Lead Independent Director at LPL Financial).
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of March 7, 2025) | “—” shares; less than 1% of Class A common stock outstanding; business address c/o Hellman & Friedman LLC. |
| Director RSUs outstanding | Thorpe is omitted from RSU outstanding list; he forewent director compensation and thus holds no director RSUs. |
| Hedging policy | Hedging transactions prohibited for directors, officers, employees. |
| Pledging policy | Pledging requires pre-clearance by General Counsel; approvals assessed on facts and circumstances. |
| Stock ownership guidelines | Non-executive directors: hold shares equal to at least 5x base annual cash retainer within 5 years; retain 50% of net shares until compliant. |
Governance Assessment
- Strengths: Thorpe is Lead Independent Director with robust authority to set agendas, approve materials, lead executive sessions, and retain advisors—supporting effective oversight and board independence. Committees (including his Nominating & Corporate Governance Committee) are composed solely of independent directors; board-level independence is 80%.
- Attendance/engagement: Directors (including Thorpe) met minimum engagement (≥75% attendance); Nominating & Corporate Governance met 4 times in 2024, indicating active governance.
- Alignment: Thorpe elected to forego all director cash and equity compensation—reducing potential pay-related conflicts and signaling cost discipline.
- Red flags / conflict risks: Thorpe’s senior role at H&F coincides with H&F’s ~32.2% stake, nomination rights, and related-party transactions (Hub International), elevating perceived conflict-of-interest risk despite formal independence determinations and Audit Committee oversight. Investors should monitor related-party dealings and nomination influence.
- Shareholder signals: Say-on-Pay approval was 99% at the 2024 Annual Meeting, indicating broad shareholder support for compensation governance at that time.