Tiffani D. Misencik
About Tiffani D. Misencik
Senior Vice President and Chief Growth Officer at Claritev (NYSE: CTEV), age 52; joined on October 14, 2024 after senior commercial roles at Greenway Health, Intelerad, and Allscripts . She stepped into the role during a transition year: 2024 revenue was $930.6 million, down 3.2% YoY, with Adjusted EBITDA of $576.7 million; company TSR in 2024 was deeply negative as reflected in the pay-versus-performance TSR measure (value of fixed $100 investment: $3.82) . 2024 bonuses paid to eligible NEOs were 70% of target despite below-target revenue and Adjusted EBITDA, reflecting Compensation Committee discretion during a restructuring/refinancing year .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Greenway Health | Chief Revenue Officer | Apr 2022 – May 2024 | Not disclosed in filings |
| Intelerad Medical Systems | VP of Sales, North America | Feb 2021 – Apr 2022 | Not disclosed in filings |
| Allscripts | Various roles; most recently VP, Hospital & Health Systems | Feb 2015 – Feb 2021 | Not disclosed in filings |
| Dictaphone Corporation | Earlier career role | Not disclosed | Not disclosed in filings |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No outside directorships or external roles disclosed in filings for Misencik . |
Fixed Compensation
| Component | Terms | Amount | Notes/Timing |
|---|---|---|---|
| Base Salary | SVP & Chief Growth Officer | $425,000 | Set at hire for 2024 year-end; effective with start date Oct 14, 2024 |
| Target Annual Bonus | 75% of base (max 150% of target) | Target begins FY2025 | Not eligible for 2024 cash bonus based on start date |
| 2024 Annual Bonus Paid | Not eligible | — | Excluded for 2024 given October start |
| Sign-on Bonus | Two installments at 60 and 120 days | $200,000 | Subject to 12‑month clawback upon voluntary departure |
Performance Compensation
- Annual Incentive Plan design (company framework used in 2024): 50% Revenue and 50% Adjusted EBITDA; payout linear from 50% to 150% of target with revenue threshold at 92% of $1,021.1m and Adjusted EBITDA threshold at 90% of $646.7m; 2024 actuals (after permitted adjustments) produced a 57.4% formulaic payout, raised by committee discretion to 70% of target; Misencik was not eligible for 2024 .
| Annual Incentive (reference design) | Weight | 2024 Target | 2024 Actual (adjusted) | Payout Mechanics |
|---|---|---|---|---|
| Revenue | 50% | $1,021.1m | $943.2m (92.4% of target) | 50–150% of target per metric; linear interpolation |
| Adjusted EBITDA | 50% | $646.7m | $597.8m (92.4% of target) | 50–150% of target per metric; linear interpolation |
| Total | — | — | — | Formulaic 57.4% → discretion to 70% for eligible NEOs; Misencik not eligible in 2024 |
- Equity Awards:
- Inducement RSU: Granted Oct 14, 2024; grant-date fair value $1,000,000; 95,328 units; vests 25% annually over 4 years .
- 2025 annual LTI program shift: due to share pool constraints, PSUs suspended; executives receive time-based RSUs (4-year vest) plus cash-settled capped RSUs vesting over 2 years (settlement capped at 4x grant-date share price; additional “excess” payable upon change in control or 5th anniversary per terms) .
| Equity Award | Grant Date | Units/Shares | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Inducement RSU | Oct 14, 2024 | 95,328 | $1,000,000 | 25% each on Oct 14, 2025/26/27/28 | Approved by Compensation Committee; RSU count per SEC table |
| 2025 LTI Mix | 2025 | Not disclosed | Not disclosed | RSUs (4-yr) + cash-settled capped RSUs (2-yr) | PSUs suspended due to share pool; capped at 4x price with special change-in-control settlement mechanics |
- Vesting schedule detail (Inducement RSU):
- 23,832 RSUs vesting on each of Oct 14, 2025; Oct 14, 2026; Oct 14, 2027; Oct 14, 2028 (25% per year) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 7, 2025) | “—” (no beneficial common shares reported; less than 1%) |
| Unvested RSUs | 95,328 RSUs outstanding; market value $1,408,948 at 12/31/2024 valuation basis (price reference $14.78 noted in table footnote) |
| Options | None disclosed for Misencik |
| Ownership guidelines | SVP level: 2x base salary; five years to comply |
| Hedging/Pledging | Hedging prohibited; pledging prohibited without pre-clearance by General Counsel |
| Clawback | Awards subject to recoupment; detrimental activity may trigger cancellation/repayment |
Employment Terms
| Term | Detail |
|---|---|
| Start/Role | Offer dated Sept 26, 2024; start Oct 14, 2024; SVP & Chief Growth Officer |
| Severance (pre-CoC) | If terminated without cause: 0.5x (base + target bonus) paid over 6 months; COBRA premiums reimbursed during payment period (subject to conditions) |
| Severance (within 1 year after Change in Control or resignation for Good Reason in that window) | 1.0x (base + target bonus) paid over 12 months; COBRA premiums reimbursed during payment period (subject to conditions) |
| Restrictive covenants | Severance contingent on compliance with non-competition and other post-termination restrictions; offer required standard Non‑Interference Agreement |
| Equity acceleration (legacy 2024 awards) | Except for CEO Dalton, no automatic acceleration upon termination/CoC for 2024 awards; White has limited “Qualifying Retirement” acceleration; thus Misencik’s 2024 inducement RSUs do not auto‑accelerate on CoC without other conditions |
| Equity treatment (2025 awards) | If not assumed/continued at CoC → vest; if assumed/continued and terminated without cause or resign for Good Reason within 1 year post-CoC → vest; special “excess” payment mechanics for capped RSUs |
Compensation Structure Analysis
- 2025 LTI shift reduces use of PSUs due to share pool/dilution concerns and adds cash-settled capped RSUs, which can lower share count but introduces potential cash outlay and cap mechanics; this tilts mix modestly away from purely performance-based equity for the year, a signal of dilution management rather than incentive softening, given vesting and CoC provisions remain retention-focused .
- 2024 annual bonus framework was rigorously metric-based (Revenue and Adjusted EBITDA), but committee exercised upward discretion (to 70% of target) for eligible executives amid transformative actions (debt refinancing, client extension, partnerships, and product progress) .
- Compensation benchmarking used a peer set spanning HCIT and services; committee retained Korn Ferry as independent advisor; 2024 say‑on‑pay approval was 99% (supportive governance backdrop) .
Peer group used for compensation benchmarking (2024): ACI Worldwide, Broadridge, Clarivate, Concentrix, CSG Systems, Evolent Health, Fair Isaac, HealthEquity, Maximus, Premier, R1 RCM, Veeva Systems, Veradigm, WEX .
Performance & Track Record Context (Company-level during tenure)
| Metric | 2024 Result | YoY/Notes |
|---|---|---|
| Revenue | $930.6 million | -3.2% YoY |
| Adjusted EBITDA | $576.7 million | Down vs 2023 ($618.0m) |
| TSR proxy metric (Pay vs Performance) | $3.82 (value of fixed $100 investment) | Negative performance year |
Risk Indicators & Policies
- Hedging prohibited; pledging requires pre-clearance; insider trading controls in place .
- Clawback and detrimental activity recoupment provisions apply to awards .
- No pension or nonqualified deferred compensation plans for NEOs; standard 401(k) match after first anniversary (Misencik not eligible for company contributions in 2024) .
Equity Vesting and Potential Selling Pressure
- Inducement RSUs vest 25% annually each October 14 from 2025–2028; first vest tranche of 23,832 shares on Oct 14, 2025 creates potential liquidity event upon vesting windows; monitor Form 4 filings around vest dates .
Investment Implications
- Alignment and retention: New-hire RSUs with multi-year vesting, 2x salary ownership guideline, and clawback/anti-hedging policies align incentives and reduce hedging risk; 2025 LTI structure balances dilution constraints with retention via time-based and capped cash-settled RSUs .
- Change-in-control economics: Double-trigger severance at 1.0x base+target and equity vesting protections for 2025 awards provide reasonable protection without single-trigger acceleration on legacy 2024 awards; not overly generous, limiting windfall risk .
- Ownership and sell pressure: As of March 7, 2025, no beneficial common shares reported; significant unvested RSUs indicate future vesting-driven supply potential; watch vest dates and any 10b5‑1 plans or Form 4 activity .
- Governance backdrop: Strong say‑on‑pay support (99%), explicit dilution management in 2025, and independent advisor use point to a disciplined comp program; execution risk remains elevated given 2024 revenue decline and negative TSR into her onboarding, making growth delivery under Vision 2030 the key driver of future payouts and sentiment .