Brendan Springstubb
Evolent HealthAbout Brendan Springstubb
Independent director of Evolent Health (EVH), age 41, appointed pursuant to a Cooperation Agreement with Engaged Capital in February 2025 and nominated for election at the June 5, 2025 Annual Meeting. He brings 20+ years investing in healthcare, is Principal of Bedell Canyon LLC, and previously held senior roles at Engaged Capital and Relational Investors. He holds an M.S. in Biotechnology (Johns Hopkins) and a B.A. in Molecular Biology and Economics (Pomona); he is a CFA Charterholder and Certified Financial Risk Manager. The Board has affirmatively determined he is independent under NYSE/SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Engaged Capital, LLC | Principal; later consultant to Engaged on EVH and another public healthcare company; entitled to contingent success fee and $250,000 supplemental fee tied to Engaged’s EVH investment disposition | Principal Mar 2013–Jun 2020; consulting through Jan 31, 2025 | Activism/engagement experience; potential incentive alignment with Engaged’s investment outcomes. |
| Relational Investors, LLC | Multiple roles | Prior to 2013 | Value-investing and public-company engagement background. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bedell Canyon LLC | Principal | Jun 2020–present | Investment/strategy advisory experience brought to EVH boardroom. |
| SunOpta, Inc. | Director; Chair, Compensation Committee (prior) | Prior service (dates not specified) | Led compensation oversight; relevant to EVH comp governance if appointed to Comp Committee. |
Board Governance
- Committee assignments: Member, Strategy Committee; the Cooperation Agreement requires appointment to either the Audit or Compensation Committee by no later than the 2025 Annual Meeting. Strategy Committee focuses on value creation (operations, performance, M&A); it met eight times in 2024.
- Independence: Board determined Mr. Springstubb is independent under NYSE and SEC rules.
- Attendance: The EVH Board met 12 times in 2024; each incumbent director attended ≥75% of Board/committee meetings. (Mr. Springstubb’s appointment occurred in 2025.)
- Executive sessions: Independent directors hold executive sessions at each Board meeting.
- Years of service: Appointed February 3, 2025 pursuant to Cooperation Agreement; nominated for a one-year term at the 2025 Annual Meeting.
Fixed Compensation (Director Program)
| Component | Amount/Terms |
|---|---|
| Annual cash retainer (non-employee director) | $80,000 (2024 program) |
| Committee chair retainers | Audit $25,000; Compensation $20,000; Compliance & Regulatory Affairs, Nominating & Governance, Strategy $15,000 |
| Committee member retainers | Audit $10,000; Compensation $7,500; Compliance & Regulatory Affairs, Nominating & Governance, Strategy $5,250 |
| Independent Board Chair | $150,000 cash retainer (increased April 2025) |
Notes: New appointees typically receive pro‑rated cash/equity at appointment (e.g., Russell Glass received pro‑rated retainers/RSUs upon his February 2024 appointment).
Performance Compensation (Director Equity)
| Equity Element | Typical Amount/Terms | Vesting/Performance Detail |
|---|---|---|
| Annual RSU grant (non-employee directors) | $180,000 grant date fair value (2024 program) | RSUs vest on the earlier of the first anniversary of grant or the next Annual Meeting, subject to continued service; unvested director RSUs vest upon termination without Cause within 12 months following a Change in Control. |
Stock ownership guidelines for non‑employee directors: 5x annual cash retainer within five years of election/appointment.
Other Directorships & Interlocks
- Current public company boards: None listed for Mr. Springstubb at EVH.
- Prior public company boards: SunOpta, Inc.; Chair of Compensation Committee (prior).
- Compensation Committee interlocks: EVH disclosed no interlocks requiring Item 404 disclosure for 2024 Compensation Committee (Mr. Springstubb was not a 2024 member).
Expertise & Qualifications
- Healthcare investing and public-company engagement (20+ years).
- Compensation governance (prior Chair, SunOpta Compensation Committee).
- Education and credentials: M.S. Biotechnology (Johns Hopkins); B.A. Molecular Biology and Economics (Pomona); CFA; FRM.
Equity Ownership
| Holder | Shares Beneficially Owned | RSUs Included | Options Included | Ownership % of Class A |
|---|---|---|---|---|
| Brendan Springstubb | 26,842 | 6,842 (vest within 60 days of April 10, 2025) | — | ≈0.023% (26,842 / 117,398,726 outstanding Class A; EVH outstanding shares as of Apr 10, 2025) |
Notes: EVH prohibits hedging and pledging by officers and directors. No share pledges are disclosed for Mr. Springstubb.
Governance Assessment
Key findings and implications for investor confidence:
- Committee placement and value creation focus: Immediate seat on the Strategy Committee aligns his investor/operator skillset with oversight of operations, performance, M&A and capital allocation—constructive for turnaround and margin expansion efforts. Expected addition to Audit or Compensation will deepen financial or pay oversight.
- Independence with activist link: While the Board determined he is independent, he retains contingent economics from Engaged Capital tied to EVH investment outcomes and is an investor in Engaged funds that hold EVH—this can create perceived alignment with an activist’s objectives and potential conflicts on decisions affecting near‑term stock performance. Mitigants include Engaged’s standstill, voting commitments, and standard related‑party review; no Item 404 related‑party transactions were reported.
- Director alignment: Director equity grants, stock ownership guidelines (5x retainer over five years), and prohibition on hedging/pledging support alignment and risk controls.
- Board effectiveness signals: EVH’s fully independent committees, frequent executive sessions, and strong 2024 attendance (≥75% for incumbents) are positive governance indicators.
RED FLAGS
- Potential conflict perception: Contingent success fee and supplemental fee from Engaged Capital tied to EVH investment disposition; personal investment in Engaged funds holding EVH. Boards and investors should monitor recusal practices for any matters directly impacting Engaged’s economics.
- Activist appointment optics: Appointment via Cooperation Agreement may raise questions about long‑term versus near‑term value priorities, though the agreement’s standstill and voting provisions reduce activism-related disruption risk.
Policy/Control Safeguards
- Related‑party oversight: Audit Committee administers related‑party transaction policy; none disclosed since start of fiscal 2024.
- Insider trading controls and anti‑hedging/pledging policy in place.
Fixed Compensation (what he is likely to receive under EVH program)
| Element | Amount/Terms |
|---|---|
| Annual cash retainer | $80,000 (standard non‑employee director) |
| Committee member fees | Strategy Committee member: $5,250 (annual) |
| Committee chair fee (if applicable) | Strategy Committee chair $15,000; Audit $25,000; Compensation $20,000 (only if appointed chair) |
| Annual equity | RSUs with $180,000 grant-date value; vest earlier of first anniversary or Annual Meeting (subject to service) |
Performance Compensation (detail)
| Metric/Feature | 2024 Director Program Terms |
|---|---|
| Equity vehicle | RSUs (no options for directors in program) |
| Performance metrics | None for directors; RSUs are time‑based (board service) |
| Vesting | Earlier of first anniversary of grant or Annual Meeting |
| Change‑of‑control treatment | Unvested director RSUs vest upon termination without Cause within 12 months post‑CoC |
| Ownership guideline | 5x cash retainer within five years |
Governance Quality Context (Company‑level)
- Board structure: Independent Chair; all committees fully independent; proxy access; no supermajority vote requirements; declassified board.
- Say‑on‑pay: 94.3% approval in 2024, indicating broad shareholder support for compensation program (context for overall governance climate).
Related Party & Conflicts Detail (Director‑specific)
- Engaged Capital arrangements: (A) Success fee tied to profits from Engaged clients’ EVH investment (netted with losses across EVH and one other public healthcare position) through full disposition; (B) $250,000 supplemental fee payable no later than 12 months after Engaged fully exits EVH; (C) personal investment by Mr. Springstubb in Engaged funds holding EVH shares.
- Cooperation Agreement highlights (mitigants): Engaged under standstill (ownership cap 9.9%; no unsolicited nominations/proposals/solicitations); voting commitment with Board recommendations except for Extraordinary Transactions; mutual non‑disparagement; replacement rights tied to 3% ownership threshold if Mr. Springstubb departs during term.
- Item 404 status: No related‑party transactions requiring disclosure since the beginning of fiscal 2024.
Equity Ownership
- Beneficial ownership: 26,842 shares; includes 6,842 director RSUs vesting within 60 days of April 10, 2025; less than 1% of shares outstanding. Approximate ownership 0.023% (26,842 / 117,398,726).
Bottom Line for Investors
- Strengths: Deep healthcare investor/operator perspective; immediate Strategy Committee role; expected Audit/Compensation assignment; robust director alignment policies; Board independence and attendance.
- Watch items: Ongoing contingent compensation from Engaged Capital related to EVH and personal investment in Engaged funds could create conflict optics; monitor committee placement, recusals, and how activist-linked incentives interact with EVH’s long‑term strategy.