Travis S. Dalton
About Travis S. Dalton
Travis S. Dalton, age 54, is Chair of the Board, President and Chief Executive Officer of Claritev (CTEV). He became CEO on March 1, 2024 and was appointed Chair on December 31, 2024, following a leadership transition and Board refresh . Prior roles include GM/EVP at Oracle Health (2022–2023) and senior leadership at Cerner (2001–2022), including Chief Client & Services Officer and GM of Cerner Government Services; he began his career at Accenture . Under his tenure, Claritev executed a full capital structure refinancing with 99.75% participation in January 2025, aligning maturities with “Vision 2030” and enabling growth investments . 2024 revenue was $930.6 million (-3.2% y/y) amid industry headwinds , while Q3 2025 revenues rose 6.7% and Adjusted EBITDA grew 9.5% with raised FY25 guidance, reflecting “Year of the Turn” momentum .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oracle Health (Oracle Corp.) | General Manager & EVP | Jun 2022–Dec 2023 | Led operations/commercial execution in health IT at scale |
| Cerner Corporation | Chief Client & Services Officer | Jan 2021–Jun 2022 | Drove client services excellence and outcomes |
| Cerner Government Services | General Manager | May 2015–Jan 2021 | Oversaw federal deployments; scaled government segment |
| Cerner (various roles) | Executive leadership | 2001–2015 | Progressively increased scope in product/operations |
| Accenture | Consultant | Pre-2001 | Early career in consulting and operations |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Elizabeth Dole Foundation | Board member | Current | Non-profit supporting military/veteran caregivers |
Board Governance
- Board classification and roles: Dalton is Class I Director and serves as Chair; Board has a Lead Independent Director (Allen R. Thorpe) to counterbalance combined CEO/Chair structure .
- Committee independence and attendance: Audit, Compensation, and Nominating/Corporate Governance Committees are 100% independent; in 2024 the Board met 5x and committees met regularly, with each director ≥75% attendance .
- Board refresh: Dalton joined the Board in March 2024 and became Chair in December 2024 as part of governance changes .
Fixed Compensation
| Component | Detail | 2024 Amount |
|---|---|---|
| Base Salary | Employment agreement sets base at $825,000 | $653,654 (earned partial year) |
| Sign-on Bonus | One-time sign-on at CEO transition | $500,000 |
| Benefits | Standard executive benefits; Dalton waived welfare benefits in 2024 | Not applicable (waived) |
Performance Compensation
Annual Bonus – Structure and Outcomes (FY 2024)
| Metric | Weight | Target | Threshold Eligibility | Actual For Payout (Adjusted) | Payout vs Target | Dalton Payout ($) |
|---|---|---|---|---|---|---|
| Revenue | 50% | $1,021.1m | 92% of target | $943.2m (92.4% of target) | 52.5% | $214,480 |
| Adjusted EBITDA | 50% | $646.7m | 90% of target | $597.8m (92.4% of target) | 62.2% | $254,108 |
| Committee Discretion | — | — | — | — | Raised total to 70% of base earned | $103,359 |
| Total Bonus | — | Target = 125% of base | — | — | 70% of base earned | $571,947 |
Notes: Dalton’s annual incentive target was 125% of earned base salary; earned base in 2024 was $653,654, giving an annual incentive target of $817,067 . The Compensation Committee exercised positive discretion to 70% of base earned to recognize transformational milestones (debt refinancing, client extensions, partnerships, new products/markets) .
Long-Term Incentives – Grants and Vesting
| Award | Grant Date | Grant Value | Units | Vesting |
|---|---|---|---|---|
| RSUs (Inducement) | Mar 1, 2024 | $5,000,000 | 112,612 | 50% per year on Mar 1, 2025 & 2026 |
| Stock Options (Inducement) | Mar 1, 2024 | $5,000,000 | 171,232 | 33.33% per year on Mar 1, 2025, 2026, 2027; strike $44.40; expire Mar 1, 2034 |
| Time-based RSUs (Annual 2025) | Feb 28, 2025 | $2,670,000 | N/A | 4-year ratable vest |
| Cash-settled RSUs (Annual 2025) | Feb 28, 2025 | $8,000,000 | N/A | 2-year vest; settlement capped at 4× grant-date FMV per share; change-in-control excess payment mechanics as disclosed |
Program design notes:
- 2024 introduced PSUs in the program with 50% revenue and 50% relative TSR metrics; Dalton’s 2024 inducement awards were RSUs/options and did not include PSUs .
- Due to a constrained equity pool amid depressed stock price, the company suspended PSUs for 2025 grants and used a mix of time-based RSUs and capped cash-settled RSUs to manage dilution .
Equity Ownership & Alignment
| Item | Amount / Policy | Status/Detail |
|---|---|---|
| Beneficial Ownership | 112,854 shares, <1% of 16,726,008 outstanding | Includes 57,078 vested but unexercised options |
| Unvested RSUs | 112,612 unvested RSUs (Dec 31, 2024) | Market value $1,664,405 at $14.78 reference |
| Unexercisable Options | 171,232 unexercisable; strike $44.40; expire 3/1/2034 | Next tranche vest Mar 1, 2025 |
| Stock Ownership Guidelines | CEO must hold ≥6× base salary in shares; 5-year compliance window | Individual compliance not disclosed |
| Hedging/Pledging Policy | Hedging prohibited; pledging requires GC pre-clearance | No Dalton pledging disclosed |
| Offering Lock-up | 60-day lock-up post Nov 2025 offering; Dalton signed lock-up | Restricts sales/hedging for lock-up period |
Employment Terms
| Provision | Base Terms | Change-in-Control (CIC) Amendment |
|---|---|---|
| Severance (No CIC) | 1.5× (base + target bonus) paid over 18 months; pro-rata current-year bonus; COBRA reimbursement up to 18 months; requires release and restrictive covenant compliance; Good Reason eligible | — |
| Severance (CIC) | Equity service-based vesting accelerated upon qualifying termination | As of Feb 28, 2025: 2.0× (base + target bonus) over 24 months; COBRA reimbursement up to severance duration |
| Restrictive Covenants | Non-compete and non-solicit for 18 months post-employment; confidentiality and non-disparagement | — |
Performance & Track Record
- Strategy execution: Vision 2030 set; partnered with J2 Health; selected Oracle Cloud Infrastructure; launched CompleteVue price transparency analytics; entered provider market; building subscription analytics revenue .
- Financial performance: 2024 revenue $930.6m (-3.2% y/y), processing $177.6bn in claim charges and identifying $24.7bn potential savings; negative TSR in 2024 noted in pay-versus-performance narrative .
- 2025 momentum: Q3 2025 revenue $246.0m (+6.7% y/y), Adjusted EBITDA $155.1m (+9.5% y/y), raised FY25 revenue growth guidance to 2.8%–3.2% with capex trimmed, affirming “Year of the Turn” .
Compensation Committee, Peer Group, and Say-on-Pay
- Independent advisor: Korn Ferry served as independent compensation consultant; no conflicts disclosed .
- Peer group (2024): ACI Worldwide, Broadridge, Clarivate, Concentrix, CSG Systems, Evolent Health, FICO, HealthEquity, Maximus, Premier, R1 RCM, Veeva, Veradigm, WEX .
- Say-on-Pay: 99% approval at 2024 Annual Meeting; 2025 advisory vote recommended “FOR” .
Compensation Structure Analysis
- Mix and risk: Dalton’s 2024 package blended fixed salary and significant at-risk pay (bonus tied 50/50 to revenue/Adj. EBITDA) plus multi-year equity (options and RSUs) aligning to stock performance; 2025 switch to time-based RSUs and capped cash RSUs reduces explicit performance linkage versus PSUs, mitigating dilution amid share constraints .
- Metrics rigor: Annual bonus targets set with threshold gates (92% revenue, 90% Adj. EBITDA) and straight-line scaling; Committee discretion to 70% of base underscores strategic milestone weighting in a transformation year .
- Dilution management: Equity pool increased proposal (additional 1.75m shares) reflects need to continue equity compensation; disclosed burn rates and potential dilution quantified .
Vesting Schedules and Insider Selling Pressure
- Near-term vesting: RSUs 50% vest on Mar 1, 2025 and Mar 1, 2026; options vest annually through Mar 1, 2027; 2025 cash-settled RSUs vest over two years with capped settlement .
- Lock-up: November 2025 offering lock-up (60 days) temporarily limits dispositions and hedging, reducing near-term selling pressure .
- Hedging/pledging: Corporate prohibition deters misalignment; pledging allowed only with GC pre-clearance .
Clawbacks and Governance Protections
- Omnibus Incentive Plan includes clawback/recoupment and “detrimental activity” forfeiture; no dividend payments on unvested awards; no automatic single-trigger vesting on CIC; independent administration; repricing requires stockholder approval .
Equity Ownership & Director Governance
- Dalton has no committee assignments; as CEO/Chair, governance balance provided by Lead Independent Director and fully independent key committees .
- Board attendance and executive sessions practices in place; regular evaluations and director education .
Risk Indicators & Red Flags
- Dual role (CEO + Chair): mitigated by Lead Independent Director and independent committees, but remains a governance consideration for independence .
- 2025 PSUs suspension: reduces pay-for-performance linkage in LTI due to equity pool constraints; however capped cash RSUs manage dilution .
- Macro/operational risks: 2024 financials pressured by industry cyberattack impacts and client/program attrition; large goodwill/intangible impairments contributed to net loss and negative TSR .
- Related party transactions: Insurance brokerage fees to Hub International (H&F affiliate) disclosed; policy requires Audit Committee approval for related-party deals .
Equity Pool/Dilution Metrics
| Metric | Value |
|---|---|
| Dilutive effect of share reserve increase | 8.5% |
| Total potential dilution (incl. outstanding awards) | 18.4% |
| Three-year average burn rate | 5.3% |
Equity Ownership Detail at 12/31/2024
| Award Type | Quantity | Value/Terms |
|---|---|---|
| Unvested RSUs | 112,612 | $1,664,405 value at $14.78 reference |
| Unexercisable Options | 171,232 | Strike $44.40; expire 3/1/2034 |
| Vested/Unexercised Options | 57,078 | Beneficial ownership footnote |
Summary Compensation (Dalton – FY 2024)
| Year | Salary ($) | Bonus ($) | RSUs ($) | Options ($) | Non-Equity Incentive ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 653,654 | 500,000 | 5,000,000 | 5,000,000 | 571,947 | 11,725,601 |
Investment Implications
- Alignment: Dalton’s package ties significant cash bonus to revenue/Adjusted EBITDA and multi-year equity vesting, supporting retention and execution focus through 2026–2027. The 2025 cap-structured RSUs temper dilution while maintaining equity exposure, though explicit performance linkage is lighter absent PSUs .
- Selling pressure: Near-term lock-up, corporate hedging ban, and vest schedules suggest limited immediate selling; meaningful vest events occur across 2025–2027 .
- Governance: CEO/Chair dual role is mitigated by Lead Independent Director and independent committees; investor support was strong (99% say-on-pay in 2024), but continued monitoring of board independence and PSUs reinstatement potential is prudent .
- Execution risk: Transformation milestones (debt refinancing, partnerships, product launches) and improved 2025 trends indicate traction, yet 2024 negative TSR and impairments highlight sensitivity to macro/client dynamics; compensation policy’s threshold gates and clawbacks help discipline outcomes .