C. Martin Harris
About C. Martin Harris
C. Martin Harris, MD, MBA (age 68) is an independent director of Claritev (CTEV) and currently serves as Vice President of the Health Enterprise and Chief Business Officer at Dell Medical School, The University of Texas at Austin (since December 2016). He previously served as CIO and Chairman of the Information Technology Division and as a Staff Physician at Cleveland Clinic. He has been on Claritev’s board since January 2021, bringing deep healthcare and health IT expertise and extensive public-company board experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cleveland Clinic Foundation | CIO; Chair, Information Technology Division; Staff Physician | Not disclosed | Led health IT; clinical background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Agiliti, Inc. | Director | Current | Not disclosed |
| Thermo Fisher Scientific | Director | Current | Not disclosed |
| Colgate-Palmolive Company | Director | Current | Not disclosed |
| HealthStream, Inc. | Director | Sep 2010–Feb 2021 | Not disclosed |
| Invacare Corporation | Director | 2003–May 2022 | Not disclosed |
Board Governance
- Independence: Board affirmed Dr. Harris is independent under SEC and NYSE rules .
- Committees: Risk Committee member; after the 2025 Annual Meeting, he will join the Nominating & Corporate Governance Committee (board refresh plan) .
- Risk oversight: Risk Committee covers enterprise-wide risk including cybersecurity, information security, AI, and data privacy; Dr. Harris’s health IT background aligns with mandate .
- Attendance: In 2024, each director (including Dr. Harris) attended at least 75% of applicable board/committee meetings; Board met 5x, Risk Committee 4x .
- Board structure context: Lead Independent Director (Allen Thorpe); board ~80% independent and committee independence-compliant .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Non-Employee Director retainer |
| Committee member retainers | Risk: $10,000 | Standard schedule (member $10k; chair $20k) |
| Total fees earned (2024) | $110,000 | Reflects base + committee retainers |
| Annual RSU grant (grant-date value) | $100,000 | One-year vest to next annual meeting |
Mix signal: Cash ~$110k vs equity ~$100k (≈52% cash / 48% equity), providing meaningful alignment with shareholders while compensating committee workload .
Performance Compensation
| Metric | Status | Notes |
|---|---|---|
| Director performance metrics (e.g., TSR, EBITDA) | Not disclosed for directors | Director equity is time-based RSUs; no PSUs or performance metrics for directors . |
Other Directorships & Interlocks
- Current public boards: Agiliti, Thermo Fisher Scientific, Colgate-Palmolive; prior HealthStream and Invacare .
- Potential interlocks/conflicts: Proxy discloses related-party transactions with H&F affiliates (e.g., Hub International insurance brokerage fees ~$1.0M) but does not attribute any to Dr. Harris; board maintains independence determinations annually .
- Investor Rights Agreement governs some nominations (e.g., H&F seat) but not specific to Dr. Harris .
Expertise & Qualifications
- Healthcare operations and IT leadership; clinical expertise (MD) and management (MBA); extensive public-company board tenure across healthcare and consumer sectors .
- Risk, data, and technology oversight experience aligned to Claritev’s risk and transformation agenda .
Equity Ownership
| Item | Shares | % of Outstanding |
|---|---|---|
| Shares held directly | 3,638 | 0.022% (calc: 3,638 / 16,726,008) |
| RSUs vesting within 60 days | 4,310 | 0.026% (calc: 4,310 / 16,726,008) |
| Total “beneficial ownership” per proxy | 7,948 | 0.048% (calc: 7,948 / 16,726,008) |
| Unvested RSUs outstanding (Dec 31, 2024) | 4,310 | — |
- Stock ownership guideline: Non-executive directors must hold at least 5x base cash retainer (value-based) within 5 years; if below, must retain at least 50% of net shares until compliant. Individual compliance status not disclosed .
- Hedging/pledging: Hedging prohibited; pledging requires pre-clearance. Proxy does not disclose any pledging by Dr. Harris .
Governance Assessment
- Board effectiveness: Dr. Harris strengthens risk oversight in healthcare IT, cybersecurity, and AI via Risk Committee; planned addition to Nominating & Corporate Governance enhances board evaluation and refresh processes .
- Independence & attendance: Independence affirmed; attendance met ≥75% threshold—supports investor confidence in active oversight .
- Alignment & incentives: Balanced director pay with equity RSUs; annual grants and ownership guidelines promote alignment. No director-specific performance metrics disclosed (typical for directors) .
- Conflicts & related-party exposure: No related-party transactions involving Dr. Harris disclosed; broader transactions with H&F affiliates exist but not tied to him; independence policy and Audit Committee review mitigate risk .
RED FLAGS: None directly attributable to Dr. Harris in the proxy. Watch areas include overall sponsor/affiliate transactions (H&F), but board independence maintained and Audit Committee oversees related-party approvals .