Michael C. Kim
About Michael C. Kim
Michael C. Kim, age 59, is Executive Vice President and Chief Digital Officer at Claritev (CTEV) since February 2025, after serving as Senior Vice President and Chief Information Officer from October 2020–February 2025 and Chief Information Officer from December 2013–October 2020; prior roles include Chief Administrative Officer of Technology & Operations at Torus Insurance, various technology leadership roles at The Hartford (including CTO), and CEO of Converit, Inc. . Company performance context: 2024 revenue was $930.6 million, down 3.2% year over year, and annual cash incentive payouts were discretionarily increased to 70% of target despite adjusted results below targets; PSUs introduced in 2024 used revenue and relative TSR metrics, while 2025 awards shifted to time-based RSUs and capped, cash-settled RSUs due to share pool constraints . Claritev is executing a multi-year digital transformation (e.g., Oracle Cloud Infrastructure selection) and Vision 2030 strategy, aligning Mr. Kim’s current digital leadership role with enterprise modernization priorities .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Claritev (CTEV) | EVP & Chief Digital Officer | Feb 2025–Present | Executive leadership of digital initiatives; role aligns with Claritev’s multi-year digital transformation and Vision 2030 |
| Claritev (CTEV) | SVP & Chief Information Officer | Oct 2020–Feb 2025 | Senior technology leadership spanning enterprise IT and data platforms |
| Claritev (CTEV) | Chief Information Officer | Dec 2013–Oct 2020 | Enterprise CIO (pre-IPO and post-IPO transformation period) |
| Torus Insurance Holdings Limited | Chief Administrative Officer, Technology & Operations | 2010–2013 | Led technology and operations at an insurance carrier |
| The Hartford Financial Services Group, Inc. | Various roles, incl. Chief Technology Officer | Not disclosed | Technology leadership and CTO responsibilities at a major insurer |
| Converit, Inc. | Chief Executive Officer | Not disclosed | CEO experience (technology platform/company) |
External Roles
No public company directorships or external board roles for Mr. Kim are disclosed in the proxy .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $414,278 | $429,596 | $442,624 |
| Target Bonus (% of Salary) | 50% (per Kim Offer Letter) | 50% (per Kim Offer Letter) | 70% (updated for 2024) |
| Actual Bonus Paid ($) | $109,077 | $302,507 | $216,885 |
Performance Compensation
Annual Cash Incentive Plan – FY 2024
| Metric | Weighting (%) | Target | Actual (Adjusted) | Component Payout (% of target) | Notes/Vesting |
|---|---|---|---|---|---|
| Revenue | 50% | $1,021.1 million | $943.2 million | 52.5% | Cash paid in March 2025; Committee increased total payout to 70% of target |
| Adjusted EBITDA | 50% | $646.7 million | $597.8 million | 62.2% | Cash paid in March 2025; Committee increased total payout to 70% of target |
| Total | — | — | — | 57.4% base, 70.0% after discretion | Thresholds: ≥92% revenue, ≥90% Adj. EBITDA to earn any payout |
2024 annual incentive payout for Mr. Kim: $216,885 (reflecting 70% of base salary earned) .
Long-Term Incentive Awards – FY 2024 (granted under 2020 Omnibus Incentive Plan)
| Award Type | Grant Date | Grant Date Fair Value ($) | Units Granted (#) | Performance Metrics | Vesting |
|---|---|---|---|---|---|
| RSUs | Mar 1, 2024 | $324,115 | 7,299 | N/A (time-based) | 25% per year on Mar 1, 2025–2028 |
| PSUs | Mar 1, 2024 | $341,596 | 7,299 (target) | 50% revenue, 50% rTSR | 3-year cliff after performance period; threshold 50% to max 150% of target |
No new options were granted to Mr. Kim in 2024; option exercise activity for named executive officers was zero in 2024 .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total beneficial ownership | 59,724 shares; less than 1% of outstanding |
| Beneficial ownership breakdown | 54,647 directly held; 200 RSUs vesting within 60 days; 4,373 vested options; 504 options vesting within 60 days |
| Unvested RSUs | 28,798 units outstanding (Dec 31, 2024) |
| Unearned PSUs (target) | 7,299 units outstanding (Dec 31, 2024) |
| Options outstanding | 371.60 strike: 1,509 exercisable, 504 unexercisable; 150.00 strike: 1,909 exercisable, 1,910 unexercisable; vest schedules per 2021/2022 grants |
| Hedging/pledging | Hedging prohibited; pledging requires pre-clearance. No pledges disclosed for Mr. Kim |
| Ownership guidelines | EVP level requires ≥3× base salary in share value within 5 years; counting RSUs and in-the-money options |
Employment Terms
- Offer letter dated October 31, 2013: role initially SVP & CIO; base salary $350,000 (updated to $445,117 in 2024) with target bonus 50% historically; target bonus 70% in 2024 .
- Severance letter (Feb 27, 2025): if terminated without cause, cash severance equals 0.5× base salary + target bonus paid over 6 months; if resignation for good reason or termination within 1 year post change-in-control, 1.0× base salary + target bonus paid over 12 months; health insurance premiums reimbursed up to the severance duration; subject to release and non-competition/non-solicitation covenants .
- 2025 award framework: company-wide shift to time-based RSUs (4-year vest) and capped, cash-settled RSUs (2-year vest; cap at 4× grant-date share price with change-in-control catch-up mechanism), with death/disability/without-cause protection on pro-rata vesting of next tranche; CIC protections if not assumed/continued or upon qualifying termination during CIC period .
Performance & Track Record
- Company-level 2024 outcomes underpin incentive design: revenue $930.6m (-3.2% YoY), adjusted EBITDA $576.7m; payouts under annual plan set at 57.4% of target based on adjusted results, then discretionarily increased to 70% recognizing strategic milestones (debt refinancing, client extension, partnerships, product progress) .
- Pay-for-performance structure enhanced with PSUs introduced in 2024 (revenue and rTSR), aligning with shareholder outcomes; 2025 PSU usage suspended due to share pool constraints, mitigating dilution via cash-settled RSUs .
Board Governance, Policies, and Clawbacks
- Insider trading policy prohibits hedging and requires pre-clearance for any pledging; margin purchases/borrowing against accounts restricted without pre-clearance .
- Stock ownership guidelines: CEO 6× salary; EVP 3×; SVP 2×; non-exec directors 5× cash retainer; retention requirement of ≥50% net shares if below guideline after 5 years .
- Clawback/repayment: broad recoupment provisions for awards to comply with clawback policies and applicable law; forfeiture for detrimental activity including breach of restrictive covenants or conduct leading to restatements .
Compensation Peer Group and Say-on-Pay
- 2024 peer group used for benchmarking includes ACI Worldwide, Broadridge, Clarivate, Concentrix, CSG, Evolent, Fair Isaac, HealthEquity, Maximus, Premier, R1 RCM, Veeva, Veradigm, WEX .
- 2024 say-on-pay outcome: 99% approval; no material program changes in direct response for 2025 .
Vesting Schedules and Potential Selling Pressure
- RSUs granted March 1, 2024: 25% vest annually on March 1, 2025–2028; PSUs from 2024 cliff-vest after three-year performance period; prior grants from 2021/2022 options continued to vest per schedules (some tranches vesting by March 2025) .
- No option exercises reported for named executive officers in 2024, reducing immediate supply from option-related selling .
Equity Ownership & Alignment Details
| Item | Amount/Terms |
|---|---|
| Beneficial ownership (Mar 7, 2025) | 59,724 shares; less than 1% |
| RSU vest schedule | 25% annually on Mar 1, 2025–2028 (2024 grant) |
| PSU metrics | 50% revenue, 50% rTSR; 50–150% payout range; 3-year cliff |
| Options status | Multiple grants (2021, 2022) at strikes of $371.60 and $150.00; scheduled vesting through 2026 |
Investment Implications
- Alignment: Introduction of PSUs (revenue/rTSR) in 2024 improved pay-for-performance linkage; Mr. Kim’s mix includes significant at-risk equity tied to multi-year outcomes .
- Near-term dilution vs. liquidity: 2025 shift to time-based RSUs plus capped, cash-settled RSUs reduces dilution but increases future cash settlement obligations; vesting schedules can create periodic supply, though no 2024 option exercises occurred .
- Retention risk: Severance protections (including CIC terms) and clear non-compete/non-solicit covenants suggest structured retention and transition frameworks; equity vesting spanning four years supports retention via unvested balances .
- Governance safeguards: Strong hedging/pledging prohibitions and clawback provisions mitigate misalignment and legal/regulatory risk; stock ownership guidelines reinforce “skin-in-the-game” expectations for EVP-level executives .