Dale A. White
About Dale A. White
Dale A. White, age 69, is a continuing Class III director of Claritev (CTEV); he has served on the Board since February 2022. He is the former CEO (Feb 2022–Mar 2024), served as Executive Chair (Mar–Dec 2024), and is currently engaged as a Strategic Advisor to the Company (since Jan 2025), with decades of healthcare technology and operating experience, including co-founding two healthcare companies and senior roles at BCE Emergis .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Claritev (CTEV) | Director (Class III) | Feb 2022–present | No committees |
| Claritev (CTEV) | Strategic Advisor | Jan 2025–present | Advisory engagement to CEO |
| Claritev (CTEV) | Executive Chair | Mar–Dec 2024 | Board leadership transition; Dalton appointed Chair Dec 31, 2024 |
| Claritev (CTEV) | President & CEO | Feb 2022–Mar 2024 | Led transformation and capital refinancing groundwork |
| Claritev (CTEV) | President & COO | Aug 2021–Feb 2022 | Operational oversight |
| Claritev (CTEV) | President, Payor Markets | Oct 2020–Aug 2021 | Client/channel leadership |
| BCE Emergis (prior) | SVP Sales & Marketing | Prior to 2004 | Commercial leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Abacus Insights, Inc. | Board Member | Current (date not disclosed) | Company holds a minority interest in Abacus Insights (potential interlock) |
| ConvenientMD | Board Member | Current (date not disclosed) | Primary & urgent care |
| PicassoMD | Board Member | Current (date not disclosed) | Provider workflow optimization |
Board Governance
- Independence: Not independent (Board’s annual independence determination lists other directors; Mr. White is omitted) .
- Committee assignments: None .
- Classification and term: Class III director; Class III terms run to the 2026 annual meeting .
- Attendance and engagement: Board met 5x in FY2024; each director participated in at least 75% of meetings of the Board and committees on which they served .
- Lead Independent Director: Allen R. Thorpe continues to serve as Lead Director, with defined authorities over agendas, sessions, and advisor retention .
- Executive sessions: Independent directors meet privately at least twice a year; non-management directors meet in regular executive sessions .
- Stock ownership guidelines for non-executive directors: Minimum holding equal to 5x base annual cash retainer, to be achieved within five years; retention requirement of at least 50% of net shares until compliant .
- Hedging/pledging policy: Prohibits hedging/short selling; pledging/margin purchases require General Counsel pre-clearance .
Fixed Compensation
| Component | Period | Amount | Notes |
|---|---|---|---|
| Director annual cash retainer (standard for Non-Employee Directors) | 2024 | $100,000 | Payable quarterly in arrears |
| Annual RSU grant to directors (standard) | 2024 | $100,000 fair value | Vests by first anniversary or next annual meeting |
| Committee retainers (if applicable) | 2024 | Audit: $12,500 member/$25,000 chair; Comp: $10,000/$20,000; NCG: $7,500/$15,000; Risk: $10,000/$20,000 | Mr. White has no committee roles |
| Executive Chair base salary | 2024 | $487,500 | Pro-rated for partial year in role |
| Director retainer for Mr. White | 2025 onward | $150,000 cash per year, paid quarterly (pro-rated) | Different from standard board retainer |
| Strategic Advisor consulting fee | 2025 onward | $50,000 per year, paid monthly (auto-renew) | Separate from director retainer |
Performance Compensation
| Award/Metrics | Grant/Period | Terms | Amount/Units |
|---|---|---|---|
| RSU grant (time-based) to Mr. White | Mar 1, 2024 | Fully vests on first anniversary of grant; under 2020 Omnibus Plan | $750,000 grant date value; 16,891 RSUs |
| Annual cash incentive metrics (Company-wide) | FY2024 | 50% Revenue; 50% Adjusted EBITDA; Target Revenue $1,021.1m; Target Adj. EBITDA $646.7m; Eligibility thresholds: Revenue $939.4m; Adj. EBITDA $582.0m | See payouts table below |
| Annual cash bonus payout (FY2024) | FY2024 | Adjusted actuals: Revenue $943.2m (92.4% of target); Adj. EBITDA $597.8m (92.4% of target); Pre-discretion payouts: Rev 52.5% of target; EBITDA 62.2% of target; total 57.4%; Committee used positive discretion to 70.0% of base salary | Mr. White’s 2024 cash bonus: $93,797 |
| Options outstanding (beneficial ownership breakdown) | As of Mar 7, 2025 | 85,944 vested but unexercised; 4,201 to vest within 60 days | N/A |
Performance metric detail (FY2024 annual incentive):
| Metric | Threshold | Target | Actual (Adjusted) | Payout (pre-discretion) |
|---|---|---|---|---|
| Revenue ($USD Millions) | $939.4 | $1,021.1 | $943.2 | 52.5% of target |
| Adjusted EBITDA ($USD Millions) | $582.0 | $646.7 | $597.8 | 62.2% of target |
| Total payout (weighted 50/50) | — | — | — | 57.4% pre-discretion; increased to 70.0% via committee discretion |
Severance/change-in-control terms (Mr. White):
- Upon termination and transition from Executive Chair, Mr. White is entitled to a lump-sum of $1,500,000 and COBRA premium reimbursement up to 18 months, contingent on release and compliance with restrictive covenants .
- Continued service as a director counts as continued employment for vesting of prior equity awards (subject to award terms) .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Abacus Insights, Inc. | Private/portfolio | Board Member | Claritev holds a minority interest (interlock; potential related-party lens though no transaction disclosed) |
| ConvenientMD | Private | Board Member | Healthcare services |
| PicassoMD | Private | Board Member | Provider workflow, outcomes |
Expertise & Qualifications
- Long-tenured healthcare operator and executive; co-founded two healthcare companies; senior roles including SVP Sales & Marketing at BCE Emergis .
- Deep domain experience within Claritev since 2004, including CEO and Executive Chair roles; extensive payor markets leadership .
Equity Ownership
| Holder | Shares/Units/Options | Detail | Percent of Outstanding |
|---|---|---|---|
| Dale A. White | Total beneficial ownership | 364,310 shares | 2.2% |
| Breakdown | Common shares held | 272,494 | — |
| Breakdown | RSUs to be acquired within 60 days | 1,671 | — |
| Breakdown | Vested but unexercised options | 85,944 | — |
| Breakdown | Options vesting within 60 days | 4,201 | — |
Ownership alignment policies:
- Non-executive directors must hold shares equal to at least 5x annual cash retainer within five years; retention of at least 50% of net shares until compliant .
- Hedging/short-selling prohibited; pledging/margin purchases require pre-clearance by General Counsel .
Governance Assessment
- Independence and dual roles: Mr. White is not independent and simultaneously serves as a paid Strategic Advisor ($50,000 annually) while receiving a non-standard director retainer of $150,000; this dual economic relationship is a governance risk and investor-alignment concern compared to fully independent non-employee directors .
- Committee and oversight: No committee assignments; reduces direct involvement in audit/compensation/risk oversight—mitigated by Board committee independence and Lead Director structure .
- Attendance: Met the Company’s minimum (≥75%) participation rate; Board and key committees met 4–6 times in FY2024, indicating regular cadence .
- Pay-for-performance signals: Company-wide FY2024 annual incentive paid at 70% of base for continuing executives after discretionary upward adjustment from 57.4%, balancing below-target financial outcomes with transformational milestones; Mr. White received a modest 2024 bonus ($93,797) in his transition year and a one-time RSU grant ($750,000), with standard vesting, plus defined separation benefits ($1.5 million) .
- Ownership and alignment: Material personal stake (2.2%) with both stock and options; Company policies restrict hedging and pledging; director stock ownership guidelines apply, but individual compliance status is not disclosed .
- Related-party exposure: Board discloses related-party transactions largely tied to H&F affiliates (e.g., Hub International); Mr. White’s Abacus Insights board seat is an interlock given Claritev’s minority interest, but no specific transactions are disclosed with Mr. White as a counterparty .
- Shareholder confidence: Prior year say-on-pay approval was 99%, indicating strong shareholder support for compensation framework despite financial underperformance .
RED FLAGS
- Non-independence plus concurrent paid advisory engagement while serving on the Board (conflict/perceived conflict risk) .
- Non-standard higher director retainer ($150,000 vs. standard $100,000), potentially weakening uniformity in board pay practices .
- Interlock: Board role at Abacus Insights where Claritev holds a minority interest (monitor for related-party transactions) .
QUOTE/REFERENCE HIGHLIGHTS
- “Each director participated in at least 75% of the board and committee meetings for which the director was a member” .
- “Non-executive directors… expected to own shares… at least 5x the base annual cash retainer within five years” and retain 50% of net shares until compliant .
- “Prohibits hedging… and short-selling; pledging/margin purchases require pre-clearance” .
- “Adjusted actuals: Revenue $943.2m (92.4%); Adj. EBITDA $597.8m (92.4%); total 57.4% pre-discretion; increased to 70%” .