Michael S. Klein
About Michael S. Klein
Independent Class III director of Claritev (CTEV); age 61; has served on the Board since February 2020. Founder and Managing Partner of M. Klein & Company, LLC; prior 30-year career at Citigroup/Salomon Smith Barney culminating as Chairman and Co-CEO of Citi Markets and Banking. The Board has affirmatively determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citigroup Inc. and predecessors (Salomon/Citi) | Chairman & Co-CEO, Citi Markets and Banking; senior investment banker (M&A) | ~30-year career (dates not individually specified) | Led strategic advisory transactions; global CIB leadership |
| Credit Suisse Group AG / Credit Suisse AG | Director | 2018 – Oct 2022 | Board service at global financial institution |
| Clarivate Analytics (via Churchill Capital Corp I) | Director | Through Oct 2021 | Post-merger board service |
| Churchill Capital Corp (I) | Co‑Founder & Chairman | Formed 2018; merged with Clarivate in 2019 | SPAC sponsor leadership |
| Churchill Capital Corp II | CEO & Chairman | Pre‑merger; merged into Skillsoft (June 2021) | Led SPAC combination with Skillsoft |
| Churchill Capital Corp IV | Chairman | Merged with Lucid Motors (July 2021) | Continues as Lucid board member |
| AltC Acquisition Corp | Chairman | Jul 2021 – May 2024 | Closed business combination with Oklo (May 2024) |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Oklo, Inc. | Director | Public | Energy tech; joined via AltC business combination (May 2024) |
| Lucid Motors (Lucid Group) | Director | Public | Board member following Churchill IV merger (July 2021) |
| Skillsoft | Director | Public | Result of Churchill II merger (June 2021) |
| Churchill Capital Corp IX | CEO & Chairman | Public (SPAC) | Active SPAC sponsor leadership |
| Magic Leap; TGB Europe NV; Evolution Media Capital; M. Klein Associates; Garden State affiliates | Director/Board/Advisor | Private | Multiple private company boards/advisory roles |
Board Governance
- Classification and term: Class III director; Class III terms run through the 2026 annual meeting .
- Committees: None (not currently assigned to Audit, Compensation, Nominating, or Risk) .
- Independence: Board determined he is independent under SEC/NYSE rules .
- Attendance and engagement: In FY2024, the Board met 5x; all directors participated in at least 75% of Board/committee meetings for which they were members. Independent directors meet in executive session (at least twice/year) .
- Board structure: 80% of the Board is independent; Lead Independent Director is Allen R. Thorpe (H&F partner) .
Fixed Compensation (Director)
| Component | 2024 Amount/Terms | Source |
|---|---|---|
| Annual Cash Retainer | $100,000 (non‑employee directors) | |
| Committee Member Fees | Audit $12,500; Compensation $10,000; Nominating $7,500; Risk $10,000 (annual, if applicable) | |
| Committee Chair Fees | Audit $25,000; Compensation $20,000; Nominating $15,000; Risk $20,000 (annual) | |
| 2024 Cash Paid to M.S. Klein | $100,000 | |
| Travel/Expenses | Reimbursed |
Performance Compensation (Director Equity)
| Equity Element | 2024 Amount/Terms | Status at 12/31/2024 |
|---|---|---|
| Annual RSU grant | $100,000 grant-date fair value; vests at earlier of 1-year anniversary or next annual meeting; pro‑rata vesting on voluntary resignation; full vesting if terminated by Company in connection with/following a change in control (unless for cause) | Aggregate unvested RSUs outstanding for Klein: 4,310 units |
| 2024 Stock Award (disclosed value) | $100,000 |
Note: Director equity is time‑based RSUs (no performance metrics are applied to director equity awards) .
Other Directorships & Interlocks
| Topic | Details |
|---|---|
| Major shareholder representation on CTEV Board | Lead Independent Director Allen R. Thorpe is a partner at Hellman & Friedman (H&F), which beneficially owns ~32.2% of CTEV . |
| Investor Rights Agreement (IRA) parties | Company, Churchill Sponsor III, H&F, PIF and others; governs nomination rights, registration rights, indemnification/advancement; H&F and Sponsor involved in certain legal matters with indemnification/advancement by the Company . |
| PIF–Sponsor link | PIF holds an option to purchase warrants exercisable for 200,000 shares from Churchill Sponsor III (Mr. Klein is managing member of Sponsor) . |
| Related-party transactions disclosed | Insurance brokerage services obtained via Hub International (an H&F affiliate); ~$1.0 million paid in 2024; Audit Committee oversees related‑party transactions under policy . |
Expertise & Qualifications
- Significant investment banking, capital markets, and strategic advisory experience (30 years at Citi/Salomon; global CIB leadership) .
- SPAC formation/sponsorship and public company board experience across multiple industries (Skillsoft, Lucid, Oklo; prior Clarivate; former Credit Suisse director) .
- Recognized for advisory work with corporate boards, senior executives, governments, and institutional investors .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership | 964,029 shares | 5.6% of outstanding Class A as of March 7, 2025 . |
| Components (per footnote) | 3,691 shares held directly; 310,102 shares held by Sponsor; 382,500 shares issuable upon exercise of Sponsor warrants; 3,750 shares by M. Klein Associates, Inc.; 191,740 shares and 67,936 warrants held by an entity managed by Mr. Klein; plus 4,310 shares underlying RSUs vesting within 60 days | Beneficial ownership includes indirect holdings via Sponsor and affiliated entities; certain Sponsor shares/warrants subject to vesting/performance conditions (see below) . |
| Performance/vesting conditions on Sponsor interests | All 310,102 Sponsor shares and 120,000 Sponsor warrants remained unvested as of Oct 8, 2020 and will revest if CTEV stock closes above $500 for 40 of 60 trading days during Oct 8, 2021 – Oct 8, 2025 | Reflects long‑dated sponsor vesting trigger . |
| Director RSUs outstanding | 4,310 unvested RSUs at 12/31/2024 | As disclosed for non‑employee directors . |
| Hedging/Pledging policy | Hedging prohibited; pledging/margin permitted only with pre‑clearance from General Counsel | Company-wide policy; no individual pledges disclosed . |
| Director ownership guideline | Non‑executive directors: minimum 5x base annual cash retainer; five-year compliance window | Program details; individual compliance not disclosed . |
Governance Assessment
-
Positives
- Independent director with substantial capital markets and M&A expertise; brings broad public company board experience in tech and industrials .
- Material skin-in-the-game (5.6% beneficial ownership) and annual director equity in RSUs support alignment with shareholders .
- Board-level practices include 80% independence, Lead Independent Director structure, executive sessions, and annual evaluations .
-
Potential conflicts/monitor points
- Mr. Klein is managing member of Churchill Sponsor III (a party to CTEV’s Investor Rights Agreement alongside H&F and PIF), and PIF holds an option on Sponsor warrants—an interlinked major-shareholder ecosystem that warrants ongoing scrutiny for related‑party alignment and independence in Board decisions .
- H&F affiliate (Hub International) received ~$1.0 million for brokerage services in 2024; while audit‑overseen, continued attention to third‑party transactions tied to significant holders is prudent .
- No current committee assignments (Audit/Comp/Nom-Gov/Risk), which limits direct committee‑level oversight from this director; balanced by overall committee composition of independent directors .
-
Engagement/attendance
- Board met five times in 2024; each director participated in at least 75% of their meetings—baseline engagement threshold met .
-
Say‑on‑Pay and feedback context
- 2024 say‑on‑pay support at 99% signals broad shareholder backing of compensation governance; the Compensation Committee retained an independent consultant (Korn Ferry) and uses revenue/Adjusted EBITDA and relative TSR in executive pay design (context for Board oversight culture) .
Notes on Director Compensation and Policies
- Annual director pay: $100,000 cash retainer plus $100,000 in RSUs; committee retainers apply as relevant (none for Mr. Klein in 2024). Pro‑rata vesting on voluntary departure; change‑in‑control protections apply if terminated by the Company in connection with/following a CIC (unless for cause) .
- Insider trading policy bans hedging and short‑term derivatives; pledging requires pre‑clearance; stock ownership guidelines for directors seek 5x retainer over five years .
All data are taken from Claritev (CTEV) 2025 DEF 14A (filed March 19, 2025). See citations in-line.