Julie D. Klapstein
About Julie D. Klapstein
Independent director since November 2020; age 70. Founding CEO of Availity, LLC (2001–2012) with 35+ years in healthcare IT, interim CEO of Revecore in 2017, and multiple executive roles at Phycom, Sunquest, SMS Turnkey, GTE Health Systems, and AT&T Information Systems . She serves on CTEV’s Audit and Compensation Committees and is designated an “audit committee financial expert”; she will become Compensation Committee Chair after the 2025 Annual Meeting . The Board has affirmed her independence under SEC/NYSE rules .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Availity, LLC | Founding Chief Executive Officer | 2001–2012 | Health information network optimizing automated delivery of business/clinical information |
| Revecore (private) | Interim Chief Executive Officer | Feb–Jun 2017 | Revenue cycle-related firm |
| Phycom; Sunquest Information Systems; SMS Turnkey Systems Division; GTE Health Systems | Executive roles | Not disclosed | Healthcare IT executive positions |
| AT&T Information Systems | Early career (healthcare focus) | Not disclosed | Industry-focused roles |
External Roles
| Organization | Role | Tenure | Committee/Impact |
|---|---|---|---|
| Amedisys, Inc. | Director; Lead Director | Director since 2016; Lead since 2022 | Lead independent oversight at home health provider |
| Omada Health; Aptarro; Unislink; HCIM | Director (private companies) | Not disclosed | Board service in healthcare tech/services |
| Advisory boards of PE firms; a16z | Partner Advisor to a16z | Dec 2023 onward | Advisory role to venture firm |
| NextGen Healthcare | Director | 2017–Nov 2023 | Company taken private by Thoma Bravo |
| Oak Street Health | Director | 2020–May 2023 | Acquired by CVS; ceased trading |
| Annie’s, Inc.; Standard Register Co. | Prior director | Not disclosed | Former public boards |
| eSolutions (private) | Prior director | Not disclosed | Revenue cycle management |
Board Governance
- Independence: Board determined 80% of directors are independent and committees (Audit, Compensation, Nominating) are 100% independent; Ms. Klapstein is independent under NYSE/SEC rules .
- Committee assignments (current): Audit (member); Compensation (member). Post-Annual Meeting: Compensation Chair .
- Audit Committee composition: Colaluca (Chair), Prince, Klapstein; all financially literate and designated “audit committee financial experts” .
- Meeting cadence and attendance (FY2024): Board 5; Audit 5; Compensation 6; Nominating 4; Risk 4; each director participated in ≥75% of meetings for which they were a member .
- Lead Independent Director: Allen R. Thorpe; defined authorities include agenda approval, liaison roles, and CEO performance communication .
- Executive sessions: Non-management/independent directors meet in regular executive sessions; chair/lead director presides .
| Committee | Members | Chair | Independence |
|---|---|---|---|
| Audit | Colaluca; Prince; Klapstein | Colaluca | 100% independent; financial experts |
| Compensation | Colaluca; Philbrick; Klapstein → post-AM: Colaluca; Klapstein (Chair) | Philbrick → Klapstein | 100% independent |
| Nominating & Corporate Governance | Thorpe; Philbrick → post-AM: Thorpe; Clarke; Harris | Thorpe | 100% independent |
| Risk | Clarke; Harris | Clarke | Independent oversight of cybersecurity/AI/data privacy |
Fixed Compensation
- Standard director pay (2024): $100,000 annual cash retainer and $100,000 annual RSU grant (time-based vesting); committee member fees: Audit $12,500; Compensation $10,000; Nominating $7,500; Risk $10,000; committee chair fees: Audit $25,000; Compensation $20,000; Nominating $15,000; Risk $20,000 .
- 2024 actual director compensation (Julie D. Klapstein):
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Julie D. Klapstein | 122,500 | 100,000 | 222,500 |
- Unvested RSUs outstanding at 12/31/2024:
| Director | Aggregate Unvested Units Outstanding |
|---|---|
| Julie D. Klapstein | 4,310 |
Performance Compensation
- Directors: No performance-conditioned director pay disclosed; annual equity is time-based RSUs .
- Executive pay program metrics (as reference for Compensation Committee oversight): 2024 annual bonus metrics weighted 50% revenue and 50% adjusted EBITDA; targets: revenue $1,021.1m and adjusted EBITDA $646.7m; thresholds: eligibility at ≥92% of revenue target and ≥90% of EBITDA target. Adjusted actuals: revenue $943.2m (92.4% of target) and adjusted EBITDA $597.8m (92.4%); formula payout 57.4% of target increased via positive discretion to 70% recognizing transformation milestones .
| Metric | Target | Weight | Threshold | Adjusted Actual | Payout Component |
|---|---|---|---|---|---|
| Revenue ($m) | 1,021.1 | 50% | 92% | 943.2 (92.4%) | 52.5% of target |
| Adjusted EBITDA ($m) | 646.7 | 50% | 90% | 597.8 (92.4%) | 62.2% of target |
| Total payout | — | — | — | — | 57.4% → 70% via Committee discretion |
- 2024 PSUs for executives: 50% revenue and 50% relative TSR; 3-year cliff vest, 50–150% of target based on performance .
Other Directorships & Interlocks
- Current public company: Amedisys (Lead Director) .
- Recent public boards: NextGen Healthcare (through Nov 2023) and Oak Street Health (through May 2023) .
- Private boards/advisory: Omada Health, Aptarro, Unislink, HCIM; advisory boards to PE firms; Partner Advisor to a16z (Dec 2023) .
- Related-party transactions: Company maintains Audit Committee pre-approval for related-person transactions; 2024 disclosures include transactions with H&F affiliates (e.g., Hub International insurance brokerage) but none involving Ms. Klapstein .
Expertise & Qualifications
- Healthcare IT operating leadership and board experience across payor/provider tech ecosystems; founding-CEO credentials at Availity .
- Designated audit committee financial expert; financially literate .
- Broad board governance exposure as Lead Director (Amedisys) and upcoming Compensation Chair at CTEV .
Equity Ownership
- Beneficial ownership (Record Date 3/7/2025): 3,667 shares owned directly; plus 4,310 RSUs vesting within 60 days; total beneficial 7,977; <1% of outstanding .
- Director stock ownership guidelines: Non-executive directors must hold shares equal to ≥5x the base annual cash retainer; five years to achieve; retention requirement of ≥50% of net shares if below guideline .
- Hedging/pledging: Hedging and short-selling prohibited; pledging requires preclearance by General Counsel; no pledges disclosed for Ms. Klapstein .
| Holder | Shares Owned | RSUs Vesting ≤60 Days | Total Beneficial | % Outstanding |
|---|---|---|---|---|
| Julie D. Klapstein | 3,667 | 4,310 | 7,977 | <1% |
Governance Assessment
- Strengths: Independent director with deep healthcare tech expertise; Audit financial expert; strong committee participation and expected elevation to Compensation Chair, supporting pay-for-performance alignment .
- Engagement: Board/committee met regularly in 2024; each director attended ≥75% of meetings; all then-current directors attended the 2024 annual meeting except one who was not standing for re-election .
- Compensation governance signals: Use of independent consultant (Korn Ferry) and clear annual metrics (Revenue, Adjusted EBITDA); 99% say-on-pay support in 2024 indicates investor confidence in compensation oversight .
- Alignment: Director pay mix balanced between cash and time-vested equity; stock ownership guidelines in place; hedging prohibited and pledging restricted, reducing misalignment risk .
- Red flags and conflicts: No related-party transactions disclosed involving Ms. Klapstein; multiple external board roles are disclosed but no interlocks flagged with Company counterparties in related-party section .
- Forward risk/implications: As upcoming Compensation Chair, share pool constraints in 2025 (equity plan amendment to add 1.75M shares) and temporary suspension of PSUs due to dilution concerns will require careful stewardship to balance retention and dilution; governance best practices disclosed (no automatic single-trigger vesting; repricing requires stockholder approval) support investor alignment .