Richard A. Clarke
About Richard A. Clarke
Richard A. Clarke (age 74) is an independent director of Claritev (CTEV) serving since October 2020; he is Chief Executive Officer of Good Harbor Security Risk Management and chairs Claritev’s Risk Committee, bringing deep cybersecurity and national security expertise from a 30-year U.S. government career, including roles as the first White House “Counter‑Terrorism Czar” and “Cyber Czar” . The Board has affirmatively determined he is independent under SEC and NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Government (White House, State, Defense) | Senior national security roles; Assistant Secretary of State; Deputy Assistant Secretary of State for Intelligence; Pentagon roles | ~30 years (prior to 2003) | First White House “Counter‑Terrorism Czar” and “Cyber Czar”; cross‑administration leadership on counter‑terrorism and cyber policy |
| ABC News | On‑air consultant | Since 2003 (post-government) | National security/cyber commentary |
| Harvard Kennedy School | Faculty (taught) | Post‑government (years not specified) | Cyber/security teaching and research |
| Good Harbor Security Risk Management | Chief Executive Officer | Since 2012 | Cybersecurity risk management advisory to enterprises; sector expertise in aviation, insurance, finance, health, technology, media |
External Roles
| Organization | Role | Current/Prior | Notes |
|---|---|---|---|
| Middle East Institute (Washington, D.C.) | Chairman, Board of Governors | Current | Nonprofit policy institute leadership |
| Paladin Capital Group | Advisor | Current | Venture capital advisor (security/cyber focus) |
| Visible Assets (private) | Director | Current | Physical security device manufacturer |
| Veracode; Carbon Black (f/k/a Bit9); Sectigo; BlueCat Networks; Nok Nok Labs (all private or formerly public) | Director (various) | Prior | Multiple cyber/software boards |
| RedSeal; Awake Security; Red Five Security; HawkEye 360 (private) | Corporate advisory boards | Prior | Cyber/security advisory roles |
Board Governance
- Committee assignments: Risk Committee (Chair); following the 2025 Annual Meeting, he will join the Nominating & Corporate Governance Committee as a member .
- Independence: Board determined Clarke and a majority of directors are independent under NYSE and SEC rules .
- Attendance and engagement: In 2024, the Board met 5 times; Risk Committee met 4 times; each director participated in at least 75% of Board and committee meetings of which they were a member .
- Executive sessions: Non‑management directors meet in executive sessions; independent directors also meet privately at least twice a year .
- Board leadership: Allen R. Thorpe serves as Lead Independent Director; role enumerated (agenda setting, information approval, independent director leadership) .
- Mandatory retirement: Directors retire at 75 absent a Board waiver; non‑executive directors will not be nominated after 15 years’ service—Clarke is age 74, nearing the retirement threshold .
Fixed Compensation
| Component | Policy/Amount | 2024 Clarke Amount |
|---|---|---|
| Annual cash retainer (Non‑Employee Directors) | $100,000 | Included in fees |
| Committee chair/member retainers | Risk: Chair $20,000; Member $10,000. Audit: Chair $25,000; Member $12,500. Compensation: Chair $20,000; Member $10,000. Nominating & Corporate Governance: Chair $15,000; Member $7,500 | Risk Chair $20,000 (Clarke was Risk Chair in 2024) |
| Total cash fees (2024) | Fees earned or paid in cash | $120,000 (base + Risk Chair) |
| Equity (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 on termination without cause in connection with/following a change in control (except for cause) | Stock awards: $100,000 (2024) |
| Aggregate unvested director RSUs outstanding (12/31/2024) | — | 4,310 units (Clarke) |
Notes: Directors are reimbursed for reasonable expenses; some directors elected to forego compensation (not Clarke) . Director RSUs are granted under the company’s equity plan and are subject to clawback policies and restrictions as described under the plan documents .
Performance Compensation
- Directors do not receive performance-based equity (PSUs) or options for board service; annual director equity is time‑vested RSUs with the vesting and change‑in‑control treatment described above .
- No director‑specific revenue/EBITDA/TSR metrics apply to Clarke’s director compensation (those apply to executives’ PSUs) .
Other Directorships & Interlocks
| Company/Institution | Category | Role | Potential Interlock/Conflict Noted |
|---|---|---|---|
| Middle East Institute | Nonprofit | Chairman, Board of Governors | None disclosed with Claritev counterparties |
| Visible Assets (private) | Private company | Director | None disclosed |
| Paladin Capital Group | Venture capital | Advisor | None disclosed |
| Prior cyber/software boards (e.g., Veracode, Carbon Black, BlueCat, Sectigo, Nok Nok) | Private/public (historical) | Director (prior) | None disclosed |
The proxy’s Related Party Transactions section describes transactions with Hellman & Friedman (H&F) affiliates (e.g., Hub International insurance brokerage) but does not identify Clarke as a related party to these transactions .
Expertise & Qualifications
- Cybersecurity and security risk management expertise; CEO of Good Harbor; advisor to Paladin Capital; author of multiple cyber risk books; former senior White House/national security official—strong fit for Risk Committee chairing and oversight of cybersecurity, AI, privacy, and risk management .
- Public policy and regulatory experience; diplomatic and national security background with Senate‑confirmed role as Assistant Secretary of State .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (3/7/2025) | 8,000 shares total: 3,690 shares held directly plus 4,310 RSUs vesting within 60 days |
| % of shares outstanding | ~0.05% of 16,726,008 outstanding shares (inputs: 8,000 shares; 16,726,008 outstanding) |
| Vested vs. unvested | As of 12/31/2024, 4,310 RSUs unvested (director annual grant); remaining are owned shares |
| Options | None disclosed for director compensation (director equity is RSUs) |
| Hedging/Pledging | Hedging prohibited; pledging requires pre‑clearance from General Counsel (case‑by‑case); no footnote disclosure of any pledged Clarke shares |
| Stock ownership guidelines | Non‑executive directors: 5x annual cash retainer; 5‑year compliance window; must retain 50% of net shares until compliant |
Compensation Structure Analysis (Director)
- Mix stable year‑over‑year: cash retainer plus time‑vested RSUs—no options, no PSUs—aligns directors with shareholders while avoiding performance metric entanglements that could impair director independence .
- Change‑in‑control protection: RSUs fully vest if director is terminated in connection with/following a change in control (except for cause), which is standard for market practice; no tax gross‑ups disclosed for directors .
Say‑on‑Pay & Shareholder Feedback (Context)
- 2025 Annual Meeting results: Say‑on‑pay received 10,173,260 For; 111,881 Against; 6,816 Abstain; 1,121,602 broker non‑votes—passed .
- 2024 Say‑on‑pay (prior year): 99% approval of votes cast, per proxy disclosure used to guide 2025 program continuity .
- 2025 equity plan amendment: Share increase under 2020 Omnibus Incentive Plan approved (For 10,016,838; Against 274,592; Abstain 527) .
Compensation Peer Group (Exec program reference)
- 2024 peer set used for benchmarking: ACI Worldwide; Broadridge; Clarivate; Concentrix; CSG Systems; Evolent; FICO; HealthEquity; Maximus; Premier; R1 RCM; Veeva; Veradigm; WEX (informing overall compensation philosophy and equity pool needs) .
Related Party Transactions & Conflicts Check
- Policy: Audit Committee pre‑approves related‑party transactions over $120,000; considers arm’s‑length terms and extent of related party interest .
- Disclosed 2024 transaction: insurance brokerage via Hub International Limited (an H&F affiliate); ~$1.0 million in payments and carrier commissions; no director‑specific related party involvement disclosed for Clarke .
- Compensation Committee interlocks: none with company officers; outgoing chair Philbrick affiliated with H&F but without a material interest in disclosed transactions .
2025 Director Election Results (Signal)
| Nominee | For | Withhold | Broker Non‑Vote |
|---|---|---|---|
| Richard A. Clarke | 9,871,901 | 420,056 | 1,121,602 |
| Julie D. Klapstein | 10,225,991 | 65,966 | 1,121,602 |
| Jason Kap | 10,279,986 | 11,971 | 1,121,602 |
Observation: Clarke received more withhold votes than the other Class II nominees, a potential (modest) signal to monitor, though he was elected and remains Risk Chair .
Governance Assessment
-
Positives:
- Independent director with rare, directly relevant cyber and risk oversight expertise; serves as Risk Committee Chair overseeing enterprise risk, cybersecurity, AI, and data privacy—key for a healthcare data/technology platform .
- Strong board structure and processes (Lead Independent Director; executive sessions; majority independence; robust RPT policy) .
- Director compensation is simple and aligned (cash + time‑vested RSUs; ownership guidelines) .
-
Watch items / potential red flags:
- Mandatory retirement age risk: Clarke is 74 vs. retirement at 75 unless waived—potential near‑term refresh/continuity risk for Risk Committee leadership .
- 2025 election support: Higher withhold votes relative to other nominees (still elected); suggests engaging with shareholders to maintain support, particularly on risk oversight communication .
- Equity plan dilution pressure acknowledged in proxy; board relying more on time‑vested and cash‑settled RSUs in 2025 due to limited pool—ongoing need to manage dilution optics (contextual to board equity as well) .
Overall, Clarke’s cyber/risk credentials underpin board effectiveness in a sector with material cybersecurity and data‑privacy risks; the primary governance consideration is succession planning given the retirement‑age policy and ensuring continuity of risk oversight .