Douglas M. Garis
About Douglas M. Garis
Douglas M. Garis is Executive Vice President and Chief Financial Officer at Claritev (CTEV), appointed in August 2024; he is 40 years old and previously served as CFO of Oracle Health & Life Sciences, VP Finance and Global FP&A Leader at Cerner, an Operating Partner at Blue Rocket, and CFO of Integrated Openings Solutions, with earlier finance roles at Masonite, United Maritime Group, and PwC . His cash bonus plan is tied to revenue and adjusted EBITDA with equal weighting, and 2024 payouts were 70% of target for continuing NEOs, reflecting below-expectation company performance; long-term incentives emphasize equity with RSUs and options vesting over multi-year schedules . Company performance used in compensation decisions included adjusted EBITDA of $576.7 million in 2024 vs. $618.0 million in 2023, alongside negative TSR in 2024 and significant non-cash impairments that drove net loss, underscoring pay-for-performance sensitivity to stock price and EBITDA .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oracle Health & Life Sciences | Chief Financial Officer | Jun 2022 – Apr 2024 | Finance leadership for Oracle Health & LS business |
| Cerner Corporation | VP Finance, Global FP&A Leader | Apr 2021 – Jun 2022 | Led global FP&A; performance planning and analytics |
| Blue Rocket Incorporated | Operating Partner – Pricing & Quantitative Science | Oct 2020 – Apr 2021 | Pricing strategy and quantitative insights |
| Integrated Openings Solutions | Chief Financial Officer | Feb 2020 – Sep 2020 | Corporate finance and controls |
| Masonite; United Maritime Group; PwC | Various finance leadership roles | Not disclosed | Prior finance and accounting experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No current external public-company board roles disclosed in proxy |
Fixed Compensation
| Component | Detail | 2024 Amount |
|---|---|---|
| Base salary | Annual base salary set at $535,000 | $535,000 (year-end rate) |
| Target annual bonus | 100% of base; maximum 150% of base | Target %, max disclosed |
| Sign-on bonus | $250,000; forfeitable if terminated for cause or without good reason before 2nd anniversary of Aug 5, 2024 | $250,000 |
| Earned base salary (prorated) | Employed from Aug 1, 2024 | $195,481 (earned) |
| 2024 actual bonus paid (NEIP) | Paid March 2025 under annual plan | $136,837 |
Performance Compensation
Equity Awards Granted (2024 Inducement)
| Award Type | Grant Date | Units | Exercise Price | Grant Date Fair Value | Vesting Schedule |
|---|---|---|---|---|---|
| RSUs | Aug 5, 2024 | 89,285 | — | $1,000,000 | 33.33% per year on 2nd, 3rd, 4th anniversaries of Aug 5, 2024 (i.e., Aug 5, 2026/2027/2028) |
| Stock Options | Aug 5, 2024 | 122,549 | $11.20 | $1,000,000 | 33.33% per year on Aug 5, 2026/2027/2028 |
Beginning in 2025, annual equity grants are at the Compensation Committee’s discretion commensurate with role; the company anticipates future long-term grants for Garis based on a multiple of year-end base salary (currently anticipated at 4x) .
Annual Cash Incentive Plan – 2024 Structure and Outcomes
| Metric | Weighting | Threshold Eligibility | Target | Payout Curve | 2024 Outcome |
|---|---|---|---|---|---|
| Revenue | 50% | ≥92% of target | $1,021.1 million | 50% to 150% of target factor; max at +8% vs target | Company-wide NEO payouts at 70% of target |
| Adjusted EBITDA | 50% | ≥90% of target | $646.7 million | 50% to 150% of target factor; max at +10% vs target | Company-wide NEO payouts at 70% of target |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 7, 2025) | 37,669 shares; less than 1% of outstanding Class A common stock |
| Unvested RSUs (12/31/2024) | 89,285 units; market value $1,319,632 (based on $14.78 closing price) |
| Stock options outstanding (12/31/2024) | 122,549 unexercisable; exercise price $11.20; inducement grant |
| Ownership guidelines | C-Suite/EVP officers must hold shares ≥3x base salary; compliance expected within 5 years of becoming subject to guidelines |
| Hedging/pledging policy | Hedging prohibited; pledging requires General Counsel pre-clearance; margin purchases prohibited without pre-clearance |
Employment Terms
| Provision | Baseline Terms | Change-in-Control (CIC) Amendment (Feb 27, 2025) |
|---|---|---|
| Employment start date | August 1, 2024 | — |
| Severance (without cause / for good reason) | Cash equal to 1x base salary + target bonus, payable in 12 monthly installments; COBRA reimbursements up to 18 months; non-compete and non-solicit for 12 months post-termination; confidentiality/non-disparagement indefinite | For termination without cause or resignation for good reason during one year post-CIC: 1.5x base salary + target bonus, payable in 18 monthly installments; health insurance reimbursements for duration of severance payments |
| Severance valuation example (12/31/2024) | Estimated cash severance $1,070,000; COBRA $51,732; total $1,121,732 (baseline) | |
| Sign-on bonus condition | $250,000; forfeiture if terminated for cause or resigns without good reason prior to Aug 5, 2026 | |
| Clawback | Awards subject to reduction/cancellation/recoupment under Board policy and applicable law; repayment for restatements, mistakes, or detrimental activity |
Performance & Track Record (Company metrics used in compensation decisions)
| Metric ($ in thousands) | FY 2023 | FY 2024 |
|---|---|---|
| Adjusted EBITDA | $618,045 | $576,668 |
| Net Income (Loss) | $(91,697) | $(1,645,831) |
| Free Cash Flow | $62,868 | $(10,507) |
- Narrative context: The company emphasized that adjusted EBITDA and stock price (TSR) are the most important performance drivers for compensation, with negative TSR in 2024 and below-expectation adjusted EBITDA contributing to reduced CAP and 70% of target bonus payouts for continuing NEOs .
Governance and Committee Context
- Compensation Committee members: P. Hunter Philbrick (Chair), Anthony Colaluca, Jr., Julie D. Klapstein; charter available on company website .
- Equity plan mechanics allow adjustments in certain events and provide for potential acceleration or cash-out upon change in control at the Committee’s discretion .
Investment Implications
- Alignment: High at-risk pay through equity and performance-based cash aligns Garis with revenue and adjusted EBITDA outcomes; RSU and option inducements vest starting in 2026, reducing near-term selling pressure and supporting retention .
- Ownership: Current beneficial ownership is <1% with robust stock ownership guidelines (3x salary) and a 5-year compliance window, indicating a multi-year build-up requirement; hedging is prohibited and pledging tightly controlled, which is positive for alignment and reduces hedging-related red flags .
- Retention and CIC economics: Baseline severance is moderate at 1x salary+bonus; CIC amendment raises it to 1.5x salary+bonus for double-trigger terminations, which is market-consistent but may modestly increase deal-related retention costs; non-compete and non-solicit for 12 months help mitigate transition risk .
- Performance sensitivity: 2024 payouts at 70% of target and negative TSR highlight tight linkage to financial outcomes; significant non-cash impairments and tighter cash conversion in 2024 underscore execution demands on cost discipline and capital structure under the CFO’s tenure .