Jerome W. Hogge, III
About Jerome W. Hogge, III
Jerome W. Hogge, III is Executive Vice President and Chief Operating Officer (COO) of Claritev (CTEV), serving since March 2024; he is 59 years old . During his tenure, Claritev undertook a transformation (“Vision 2030”) while 2024 revenue declined 3.2% year over year to $930.6 million and Adjusted EBITDA was $576.7 million, and the company reported negative TSR for 2024, consistent with pay-versus-performance disclosures emphasizing TSR headwinds in 2024 . As COO, his incentive design is tied to Revenue and Adjusted EBITDA, aligning cash bonuses to short‑term operating performance and PSUs to multi‑year revenue and relative TSR outcomes .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CALIBRE Systems, Inc. | EVP & Chief Operating Officer | Jan 2022 – Oct 2023 | Ran operations in a federal/defense and enterprise services context |
| MITRE | SVP, MITRE Public Sector | Jun 2019 – Dec 2021 | Led public sector initiatives at a major FFRDC operator |
| Leidos Holdings, Inc. | SVP, Military & Veteran Health Solutions | Jan 2018 – Jun 2019 | Led health solutions serving military and veteran populations |
| Leidos Holdings, Inc. | Deputy Group President, Health Solutions Group | Aug 2012 – Jan 2018 | Oversaw operations and growth in health solutions |
| AT&T; CenturyLink; SAIC | Various operational and commercial leadership roles | Prior years (not dated) | Telecom/IT operating and commercial leadership experience |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Base salary | $500,000 | Year-end annual base salary; also stated in Offer Letter |
Performance Compensation
Annual bonus plan and 2024 outcomes
| Metric | Weight | 2024 Target | Threshold to earn | Actual used for payout | Payout factor | Notes |
|---|---|---|---|---|---|---|
| Revenue | 50% | $1,021.1 million | 92% of target | $943.2 million (92.4% of target) | 52.5% of target | Committee allowed adjustments for cyberattack and other items |
| Adjusted EBITDA | 50% | $646.7 million | 90% of target | $597.8 million (92.4% of target) | 62.2% of target | Same adjustment framework |
| Total before discretion | — | — | — | — | 57.4% of target | Weighted combined result |
| Committee discretion | — | — | — | — | Increased to 70% of base salary | Recognized refinancing, client extension, partnerships, new products/markets |
Individual 2024 bonus target and payout
| Item | Value |
|---|---|
| Target bonus (% of base salary) | 100% |
| Earned 2024 base salary used for bonus | $384,615 (prorated for 2024 start) |
| 2024 bonus payout detail | Revenue: $100,961; Adjusted EBITDA: $119,615; Discretion: $48,654; Total: $269,231 |
Long-term incentives (LTI) granted in 2024
| Award type | Grant date | Target grant date fair value | Units granted | Vesting | Performance metrics |
|---|---|---|---|---|---|
| RSUs | Mar 11, 2024 | $875,000 | 26,041 | 25% annually on Mar 1 of 2025–2028 | Time-based |
| PSUs | Mar 11, 2024 | $875,000 | 26,041 (at target) | 3-year cliff after performance period | 50% Revenue, 50% relative TSR |
2025 program note: Due to share pool constraints, CTEV suspended PSUs for 2025; executive LTI is a mix of time-based RSUs (4-year vest) and cash-settled, capped RSUs (2-year vest), which may modestly increase near-term vesting/selling pressure relative to PSUs .
Equity Ownership & Alignment
| Item | Amount/Detail |
|---|---|
| Beneficial ownership (as of Mar 7, 2025) | 4,731 shares of Class A common stock |
| Ownership as % of shares outstanding | ~0.03% (4,731 / 16,726,008 shares outstanding) |
| Unvested RSUs (12/31/2024) | 26,041 units; $384,886 market value reference in table footnote methodology |
| Unvested PSUs (at target) (12/31/2024) | 26,041 units (payout contingent on performance) |
| Options (exercisable/unexercisable) | None disclosed for Hogge |
| Stock ownership guidelines | EVPs must hold stock equal to 3x base salary within five years of becoming subject to guideline (time-vesting RSUs count) |
| Hedging and pledging | Hedging prohibited; pledging requires pre-clearance from General Counsel |
| Clawback | Awards subject to recoupment under company clawback policy and applicable law |
Vesting calendar – current grants
- RSUs: 25% expected on Mar 1 each of 2025, 2026, 2027, 2028 (from Mar 11, 2024 grant) .
- PSUs: Single vest after three-year performance period if goals met (50% revenue, 50% relative TSR) .
Employment Terms
| Term | Key provisions |
|---|---|
| Start date / Role | EVP & COO since March 2024 |
| Offer letter (Feb 15, 2024) | Base salary $500,000; target annual bonus 100% of base (prorated in 2024); target annual equity grant 350% of base salary |
| Severance as of Dec 31, 2024 | If terminated without cause: 12 months’ salary continuation plus COBRA reimbursement up to 12 months |
| Enhanced severance (Feb 27, 2025 letter) | If terminated without cause: 1.0x (base + target bonus), paid over 12 months; if resignation for good reason or termination within 1 year post‑CIC: 1.5x (base + target bonus), paid over 18 months; COBRA reimbursement for duration; subject to release and post-termination restrictions (including non‑competition) |
| 2025 LTI structure (company-wide) | Shift to time-based RSUs (4-year) and cash‑settled, capped RSUs (2-year) due to share pool limitations; no PSUs in 2025 |
| Change-in-control vesting (general 2025 awards) | If awards not assumed, vest; if assumed and terminated without cause or for good reason within 1 year post‑CIC, vest; excess payment mechanics for capped RSUs if CIC within five years |
Investment Implications
- Pay-for-performance alignment: Hogge’s cash incentive tied 50/50 to Revenue and Adjusted EBITDA, with company-wide 2024 results producing a below-target 57.4% payout that the committee adjusted to 70% in recognition of transformational milestones (debt refinancing, client extension, partnerships, new products/markets), balancing performance rigor against strategic progress . LTI includes PSUs linked to revenue and relative TSR, aligning him to multi-year value creation .
- Vesting/selling dynamics: 26,041 RSUs vest 25% annually through 2028, creating potential periodic liquidity events; PSUs cliff‑vest only if performance is achieved. For 2025, the shift away from PSUs to time-based and cash‑settled RSUs at the company level can modestly increase near-term vesting overhang versus PSU-heavy designs .
- Skin-in-the-game: As of March 7, 2025, Hogge beneficially owned 4,731 shares (~0.03% of shares outstanding), with meaningful unvested RSUs and PSUs; EVP stock ownership guideline (3x salary) applies with a five-year window to reach compliance, supporting longer-term alignment .
- Retention and change-in-control economics: 2025 severance letter elevates protections to 1.0x (base+target bonus) for without‑cause and 1.5x for good reason/CIC terminations, plus COBRA; this is a moderate market-level package that reduces unwanted turnover risk without being shareholder‑unfriendly (no tax gross-ups disclosed) .
- Governance safeguards: Hedging is prohibited; pledging requires pre‑clearance; equity is subject to clawback—mitigating alignment and conduct risks .
- Execution context: 2024 revenue declined 3.2% and Adjusted EBITDA was $576.7 million amid a broader transformation, and the company disclosed negative TSR for 2024—placing a premium on operational execution and growth initiatives under Vision 2030 where the COO role is central .