Carol H. Nutter
About Carol H. Nutter
Carol H. Nutter, age 48, is Senior Vice President and Chief People Officer at Claritev (formerly MultiPlan) since January 2023, with prior leadership roles in talent and culture at Optoro and as Chief People Officer at Promontory Financial Group (an IBM subsidiary); earlier experience includes Booz Allen Hamilton and BearingPoint . Company performance context for incentive design: 2024 revenue was $930.6 million (down 3.2% YoY), with Adjusted EBITDA used prominently in executive pay decisions; management also executed a comprehensive refinancing and advanced “Vision 2030,” while shareholder TSR was negative in 2024 (compared to positive TSR in 2023), which the proxy notes materially influences pay-versus-performance outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Optoro (private retail technology) | SVP, Talent and Culture | Dec 2020 – Dec 2022 | Led talent and culture for a retail-tech platform |
| Promontory Financial Group (IBM subsidiary) | Chief People Officer | Aug 2015 – Dec 2020 | Led CPO function within a regulated-financial consultancy owned by IBM |
| Booz Allen Hamilton | Positions held (not specified) | Not disclosed | Professional services/human capital experience |
| BearingPoint | Positions held (not specified) | Not disclosed | Professional services/human capital experience |
External Roles
- None disclosed in the executive biography (no public company directorships listed) .
Fixed Compensation
- Individual base salary, target bonus, or 2024 cash compensation figures for Ms. Nutter are not disclosed (she was not a named executive officer for 2024; she was a non-PEO NEO in 2023 per pay-versus-performance footnotes) .
- Company policy context: base salary is reviewed annually considering performance, market data (Korn Ferry advised), inflation, and role scope; 2024 base salary changes and figures are disclosed for other NEOs only .
Performance Compensation
Claritev’s 2024 annual bonus plan (applies to NEOs; Ms. Nutter’s individual eligibility not disclosed) and 2024 PSU framework:
- Annual bonus metrics and payout mechanics (2024): 50% Revenue and 50% Adjusted EBITDA; threshold 92% (Revenue) and 90% (Adjusted EBITDA); straight-line payout from 50%–150% of target per metric .
- 2024 results (adjusted for industry cyberattack and other items): Revenue $943.2m (92.4% of target) and Adjusted EBITDA $597.8m (92.4% of target); this yielded a 57.4% of target formula payout, and Compensation Committee applied positive discretion to pay 70% of base salary earned for continuing NEOs .
- 2024 PSUs: first year using PSUs at 50% of LTI mix for NEOs; metrics were 50% Revenue and 50% relative TSR; 3-year performance period with cliff vesting; 50%–150% of target shares eligible based on results .
| Metric (2024 Annual Bonus) | Weight | Target | Adjusted Actual | Payout vs Target (per metric) | Vesting/Timing |
|---|---|---|---|---|---|
| Revenue | 50% | $1,021.1m | $943.2m | 52.5% (weighted component) | Cash bonus paid Mar 2025; Committee used positive discretion to 70% of base salary for continuing NEOs |
| Adjusted EBITDA | 50% | $646.7m | $597.8m | 62.2% (weighted component) | See above |
| Metric (2024 PSUs) | Weight | Performance Period | Vesting | Notes |
|---|---|---|---|---|
| Relative TSR | 50% | 3 years | Cliff at end of period | Earnout 50%–150% of target based on results |
| Revenue | 50% | 3 years | Cliff at end of period | Same as above |
2025 shift in LTI (share pool/dilution management): PSUs suspended for 2025; mix comprises stock-settled RSUs (four-year ratable vesting) and cash-settled capped RSUs (two-year vesting), with special cap and change-in-control settlement mechanics for executives generally; individual grant details for Ms. Nutter not disclosed .
Equity Ownership & Alignment
- Stock ownership guidelines (SVP level executives, which includes the Chief People Officer role): 2x base salary ownership requirement within five years; C-Suite/EVP 3x; CEO 6x; Directors 5x annual cash retainer .
- Insider trading/hedging/pledging policy: Hedging and short transactions prohibited; purchasing on margin, borrowing against accounts, or pledging requires pre-clearance from the General Counsel and may be denied; emphasizes compliance with insider trading laws and NYSE standards .
- Clawback: Awards subject to reduction/forfeiture/recoupment to comply with company clawback policies and law, including restatements, errors, and “detrimental activity” (e.g., restrictive covenant breach, fraud) .
- Individual ownership: Ms. Nutter’s specific shareholdings are not disclosed in the Security Ownership section; only certain officers/directors are itemized (e.g., CEO, CFO, others) .
| Ownership Policy Element | Detail |
|---|---|
| SVP ownership guideline | 2x base salary within 5 years |
| Hedging | Prohibited (e.g., collars, swaps, prepaid forwards) |
| Pledging/Margin | Prohibited without pre-clearance; case-by-case review |
| Clawback | Applies to awards; excess amounts must be repaid; detrimental activity can trigger forfeiture |
Employment Terms
- No individual employment agreement, severance, non-compete, or change-in-control terms are disclosed for Ms. Nutter in the proxy or 8-Ks reviewed. 2025 severance and CIC terms were disclosed for other executives (CEO/CFO; and letters for COO/CDO/CGO), but no corresponding disclosure for the Chief People Officer .
Say‑on‑Pay and Shareholder Feedback
- 2024 Say-on-Pay support: 99% approval, which informed continuity in 2025 program design .
- 2025 Say-on-Pay vote results: For 10,173,260; Against 111,881; Abstain 6,816; Broker non-votes 1,121,602 .
Compensation Peer Group (2024 framework)
- Peer companies used for benchmarking: ACI Worldwide, Broadridge, Clarivate, Concentrix, CSG Systems, Evolent Health, FICO, HealthEquity, Maximus, Premier, R1 RCM, Veeva Systems, Veradigm, WEX .
- Korn Ferry served as independent compensation consultant to the Compensation Committee .
Performance & Track Record (context for incentives)
- 2024 highlights noted by management: comprehensive debt refinancing (closed Jan 2025 with 99.75% participation), brand change to Claritev, new partnerships (e.g., Oracle Cloud Infrastructure), and product initiatives; however, financial results were below expectations, reflected in reduced formula bonus payouts before committee discretion .
- Pay-versus-performance narrative: TSR drove significant variation in Compensation Actually Paid vs SCT amounts; TSR negative in 2024 and lagged peer group, positive in 2023 and in line with peers .
Investment Implications
- Pay-for-performance: Annual incentives tied to Revenue and Adjusted EBITDA, while 2024 PSUs added Revenue and relative TSR; this structure aligns leadership incentives with top-line growth, profitability, and stockholder returns, though committee discretion (raising 2024 payouts to 70% of salary) is a watchpoint for strict pay-alignment purists .
- 2025 equity mix shift: Suspension of PSUs and increased use of cash-settled capped RSUs reflects share pool scarcity and dilution management in a depressed stock-price context; it reduces long-term performance leverage in the near term but may aid retention and mitigate dilution risk .
- Alignment and risk controls: Strong governance with ownership guidelines (SVP 2x salary), hedging prohibitions, pledging pre-clearance, clawbacks, and anti-repricing protections under the plan—positive for shareholder alignment and risk mitigation .
- Data gaps for trading signals: Ms. Nutter’s specific equity ownership, vesting overhang, Form 4 activity, 10b5‑1 plans, and pledging status are not disclosed in the documents reviewed; additional Form 4 monitoring would be required to assess insider selling pressure. High Say‑on‑Pay support and governance controls reduce headline risk, but watch for potential dilution and evolving LTI design as Vision 2030 progresses .