John M. Prince
About John M. Prince
John M. Prince (age 57) is an independent director of Claritev (CTEV) serving since June 2023. He sits on the Audit Committee and is designated by the Board as an “audit committee financial expert.” Prince previously served as President & COO of Optum and CEO of Optum Rx, bringing deep healthcare operations and pharmacy benefit expertise to the board. He is currently an Operating Partner at Advent International and a Senior Advisor to TPG. The Board affirmatively determined Prince meets NYSE independence standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Optum (UnitedHealth Group) | President & Chief Operating Officer | Apr 2021 – Jun 2023 | Led health services platform operations and technology/data-enabled solutions at national scale. |
| Optum Rx (UnitedHealth Group) | Chief Executive Officer | Apr 2017 – Apr 2021 | Led pharmacy care services; oversight of PBM and pharmacy operations. |
| UnitedHealth Group | Various executive leadership roles | 2005 – 2017 | Strategy and operations across healthcare businesses. |
| JPMorgan Chase | SVP & Head, Healthcare Business Development & Strategy | 2002 – 2005 | Financial services and strategy interface with healthcare clients. |
| Arthur Andersen | Healthcare strategy & operations consulting (Partner) | 1991 – 2002 | Consulting leadership; operations and strategy in healthcare. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Advent International | Operating Partner | Since Jun 2023 | Private equity operating partner; healthcare exposure. |
| TPG Global | Senior Advisor | Since Jun 2023 | Strategy advisory role at global investment firm. |
| Northwestern University | Healthcare at Kellogg Advisory Council | Current | Academic advisory engagement. |
| Truepill | Board Member (prior) | Prior | Digital health startup governance. |
| Executives’ Club of Chicago | Board Member (prior) | Prior | Senior executive networking organization. |
| Minneapolis Institute of Art | Board Member (prior) | Prior | Non-profit governance. |
| Pharmaceutical Care Management Association (PCMA) | Board; Chair (prior) | Prior | Industry association for PBM companies. |
Board Governance
- Committee assignments: Audit Committee member; Audit Chair is Anthony Colaluca; Audit Committee members (Colaluca, Prince, Klapstein) are financially literate and designated “financial experts.”
- Independence: Board determined Prince is independent under SEC and NYSE rules; overall Board independence is ~80%.
- Attendance and engagement: In FY2024, Board met 5x; Audit 5x; Compensation 6x; Nominating 4x; Risk 4x; each director participated in at least 75% of meetings of the Board/committees of which they were a member.
- Board leadership: Allen R. Thorpe is Lead Independent Director; executive sessions of non-management directors held regularly.
Fixed Compensation
| Component | Amount | Frequency/Terms | 2024 Actuals |
|---|---|---|---|
| Annual cash retainer (Non-Employee Director) | $100,000 | Paid quarterly in arrears | $100,000 |
| Audit Committee member fee | $12,500 | Annual, paid quarterly | $12,500 |
| Total cash fees (Prince) | $112,500 | $112,500 |
Performance Compensation
| Equity Vehicle | Grant Date Fair Value | Quantity | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual RSUs (Non-Employee Director) | $100,000 | 4,310 unvested units outstanding as of 12/31/2024 | Vests on earlier of 1st anniversary of VCD or next regular annual meeting; pro-rata vesting upon voluntary resignation unless cause; full vesting if terminated in connection with/following change in control (unless cause) | None disclosed for directors’ equity (time-based only) |
Note: In 2024, Prince’s Director compensation totaled $212,500 comprised of $112,500 cash fees and $100,000 RSUs.
Other Directorships & Interlocks
- Significant shareholders and sponsor ties: H&F Investors held ~32.2% of Class A shares; Allen Thorpe (Lead Director) is a Partner at Hellman & Friedman; Board-level awareness of investor rights and governance provisions disclosed.
- No related-party transactions disclosed involving Prince; Audit Committee oversees and pre-approves related person transactions under formal policy.
Expertise & Qualifications
- Deep healthcare operations and pharmacy benefit management leadership (Optum; Optum Rx).
- Financial oversight acumen; designated Audit Committee financial expert.
- Strategic advisory experience in private equity (Advent, TPG).
Equity Ownership
| Holder | Shares Held | RSUs Vesting within 60 Days | Total Beneficial “Shares” (SEC definition) | Percent of Outstanding |
|---|---|---|---|---|
| John M. Prince | 1,019 | 4,310 | 5,329 | <1% |
- Stock ownership guidelines: Non-executive directors must hold shares equal to at least 5x the base annual cash retainer within five years; qualifying holdings include time-based RSUs, certain vested in-the-money options, and designated indirect interests; retention of 50% of net shares required until guideline met if below target. Compliance status by individual not disclosed.
Governance Assessment
- Board effectiveness: Prince bolsters financial oversight (Audit Committee financial expert) and healthcare operations expertise, aligning board competencies with Claritev’s technology/data-insights healthcare strategy.
- Independence and engagement: Affirmed independent; attended at least 75% of applicable meetings; participates in regular executive sessions—positive governance signals.
- Compensation alignment: Director pay is balanced between fixed cash (retainer plus committee fees) and time-based equity, with reasonable vesting and change-in-control protection; no performance-linked director equity—typical structure with modest risk of pay-for-performance dilution.
- Conflicts/related-party exposure: No transactions involving Prince; related-party oversight centralized in Audit Committee with pre-approval requirements—no red flags tied to Prince.
- Risk indicators: Hedging prohibited; pledging requires General Counsel pre-clearance; no pledging or hedging by Prince disclosed.
Overall: Prince’s audit expertise and healthcare leadership background support board oversight of financial reporting and strategic transformation; compensation and ownership policies suggest alignment without apparent conflicts or attendance concerns.