Jason Kap
About Jason Kap
Jason Kap is an independent Class II director nominee (age 55) to the Claritev (CTEV) Board; he is the founder and Chief Executive Officer of Blue Rocket Incorporated, and previously served as CEO of Zipwire (2013–2017), held senior pricing leadership roles at Microsoft (2004–2012), and was a visiting scholar at MIT (2013–2020) . He has been nominated for election by Hellman & Friedman (H&F) pursuant to the Investor Rights Agreement and, if elected at the 2025 annual meeting, would serve until the 2028 annual meeting . The proxy identifies him as “INDEPENDENT” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blue Rocket Incorporated | Founder & Chief Executive Officer | Current | Pricing and product transformation focus |
| Zipwire, Inc. (private) | Chief Executive Officer | 2013–2017 | Led operations and strategy |
| Microsoft Corporation (public) | General Manager and Senior Director, Worldwide Licensing and Pricing | 2004–2012 | Global pricing and licensing leadership; technology and pricing expertise |
| Massachusetts Institute of Technology | Visiting Scholar | 2013–2020 | Academic engagement; innovation strategy exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HitchPin, Inc. (private) | Director | Since 2019 | Private company board role |
| Various private companies | Director (prior) | Not specified | Prior service on several private company boards |
No public company directorships are disclosed for Mr. Kap in the proxy biography .
Board Governance
- Class II nominee to replace P. Hunter Philbrick; if elected, term runs to 2028 .
- Nominated by H&F under the Investor Rights Agreement (sponsor nomination right) .
- Independence: listed as “INDEPENDENT” .
- Committee assignments at nomination: none indicated for Audit, Compensation, Nominating & Corporate Governance, or Risk .
- 2024 meeting cadence and attendance: Board met 5x; each then-current director attended at least 75% of meetings; Mr. Kap had not yet joined the Board in 2024 (no attendance record applicable) .
- Executive sessions: non-management directors meet in executive session; independent directors meet privately at least twice a year .
- Lead Independent Director role: Allen R. Thorpe continues to serve as Lead Director .
| Committee | Membership Status for Jason Kap |
|---|---|
| Audit | None indicated |
| Compensation | None indicated |
| Nominating & Corporate Governance | None indicated |
| Risk | None indicated |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Non-Employee Director) | $100,000 | Paid quarterly in arrears |
| Audit Committee – member retainer | $12,500 | Additional annual cash |
| Audit Committee – chair retainer | $25,000 | Additional annual cash |
| Compensation Committee – member retainer | $10,000 | Additional annual cash |
| Compensation Committee – chair retainer | $20,000 | Additional annual cash |
| Nominating & Corporate Governance – member retainer | $7,500 | Additional annual cash |
| Nominating & Corporate Governance – chair retainer | $15,000 | Additional annual cash |
| Risk Committee – member retainer | $10,000 | Additional annual cash |
| Risk Committee – chair retainer | $20,000 | Additional annual cash |
Additional terms for Non-Employee Directors:
- Some directors have elected to forgo compensation (e.g., Attal, Philbrick in 2024–2025; Thorpe until further notice) .
- Travel and related expenses reimbursed .
Performance Compensation
| Equity Vehicle | Grant Value | Vesting | Change in Control | Notes |
|---|---|---|---|---|
| Annual RSU award (Non-Employee Director) | $100,000 (grant-date fair value) | Vests on earlier of 1 year from vesting start or the next annual meeting | Full vesting if service terminated by the Company in connection with or following a change in control (unless for cause) | Pro rata vesting upon voluntary resignation based on time served; Mr. Tabak had a distinct structure and no equity eligibility . |
- Director equity is time-based; no performance metrics are attached to director compensation (performance-based metrics cited in the proxy apply to named executive officers, not directors) .
Other Directorships & Interlocks
| Entity | Relationship | Relevance |
|---|---|---|
| Hellman & Friedman (H&F) | Nominated Mr. Kap under the Investor Rights Agreement | Sponsor nomination rights; potential board influence consideration |
| Claritev Lead Independent Director (Allen R. Thorpe) | H&F partner serving as Lead Director | Highlights sponsor presence in board leadership |
Context: Board size and refreshment include vacancies from 2024 resignations (Attal, August), with Class II slate including Mr. Kap .
Expertise & Qualifications
- Technology and pricing expertise: deep background in pricing, licensing, product transformation, and innovation strategy through Microsoft, Blue Rocket, and Zipwire .
- Entrepreneurial and academic experience: founder/CEO and MIT visiting scholar (2013–2020) .
Equity Ownership
| Item | Status |
|---|---|
| Beneficial ownership (as of March 7, 2025) | Mr. Kap is not listed among named executive officers and directors in the beneficial ownership table (he was a director nominee as of the record date) . |
| Shares outstanding (Record Date) | 16,726,008 Class A common shares . |
| Director stock ownership guideline | Non-Executive Directors: ownership equal to ≥ 5x base annual cash retainer within 5 years; 50% net-share retention until guideline met . |
Governance Assessment
- Strengths: independent nominee with strong technology and pricing background; standard director pay balanced 50/50 cash and equity fosters alignment; robust ownership guideline (5x retainer) enhances long-term orientation .
- Considerations: nominated by H&F under the Investor Rights Agreement, and the Lead Director is an H&F partner—this concentrated sponsor influence warrants monitoring for potential conflicts or alignment issues with minority shareholders .
- Committee engagement: no initial committee assignments disclosed for Mr. Kap; committee participation will be a key indicator of influence and engagement post-election .
- Attendance: the Board met five times in 2024, and all then-current directors met ≥75% attendance; Mr. Kap had no attendance record for 2024 because he had not yet joined the Board .
We did not identify any related-person transactions specifically involving Mr. Kap in the DEF 14A excerpts reviewed; his nomination source (H&F) is disclosed in the selection process and board refreshment sections .