Cheryl Scott
Evolent HealthAbout Cheryl Scott
Cheryl Scott, age 75, has served as an independent director of Evolent Health since November 2015 and as Independent Chair of the Board since June 2022; she will be succeeded as Independent Chair by Richard Jelinek at the 2025 Annual Meeting and remain on the Board thereafter . Her background includes senior leadership in healthcare delivery and philanthropy: Senior Advisor to the Bill & Melinda Gates Foundation (2006–2016) and President/CEO of Group Health Cooperative for eight years (prior EVP/COO), with degrees in communications (BA) and health management (MA) from the University of Washington .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Group Health Cooperative | President & CEO (previously EVP & COO) | Eight years as CEO (dates not separately specified) | Led a major nonprofit integrated health system; CEO tenure supports deep provider- and payer-side insights |
| Bill & Melinda Gates Foundation | Senior Advisor | June 2006 – July 2016 | Advised on global health/philanthropy strategies |
| McClintock Scott Group | Main Principal | Since July 2016 | Strategic governance/leadership advisory role |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Progyny, Inc. (NASDAQ: PGNY) | Director | Current | Only disclosed current public board; also serves on various private and nonprofit boards |
Board Governance
| Category | Detail |
|---|---|
| Independence | The Board affirmatively determined Cheryl Scott is independent under NYSE/SEC rules . |
| Board leadership | Independent Chair since June 2022; succession to Richard Jelinek as Independent Chair at 2025 Annual Meeting; Scott remains a director . |
| Director since | November 2015 . |
| Attendance/engagement | Board met 12 times in 2024; every incumbent director attended ≥75% of Board and committee meetings; Scott attended the 2024 annual meeting . |
| Executive sessions | Independent directors hold an executive session during each Board meeting, chaired by the Independent Board Chair . |
| Committee memberships (2024) | Audit (member; 4 meetings) ; Compensation (member; 8 meetings) ; Nominating & Governance (member; 4 meetings) . |
| Audit Committee report | Audit Committee report signed by members including Cheryl Scott . |
| Compensation interlocks | Scott served on the Compensation Committee; committee members had no interlocks or relationships requiring disclosure . |
| Governance evolution | Board refreshment and governance enhancements (declassified board, supermajority removal, independent Chair) highlighted in proxy . |
Fixed Compensation (Non‑Employee Director Pay)
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | 80,000 | Standard non‑employee director retainer . |
| Independent Board Chair retainer | 100,000 | Increased to $150,000 effective April 2025 (Board action) . |
| Audit Committee member fee | 10,000 | Member retainer . |
| Compensation Committee member fee | 7,500 | Member retainer . |
| Nominating & Governance Committee member fee | 5,250 | Member retainer . |
| Total cash paid to Cheryl Scott (2024) | 202,750 | As reported in Director Compensation table . |
Performance Compensation (Director Equity)
| Grant | Grant date | Vehicle | Shares/Value | Vesting | Performance metrics |
|---|---|---|---|---|---|
| Annual director equity grant (2024) | 2024 | RSUs | $180,000 grant-date fair value | Cliff vests on earlier of June 6, 2025 or 2025 Annual Meeting, subject to continued service | None (time-based RSUs; no performance criteria) |
| RSUs outstanding (12/31/2024) | — | RSUs | 7,709 | As of year-end 2024 | — |
| Options (2024) | — | — | None | — | — |
Change-in-control treatment (director RSUs): unvested RSUs vest upon termination of service without Cause on or within 12 months following a Change in Control .
Other Directorships & Interlocks
| Company | Role | Potential Interlocks / Conflicts |
|---|---|---|
| Progyny, Inc. (PGNY) | Director | No interlocks or related-party transactions with Evolent disclosed; Board reports no compensation interlocks for Scott . |
Expertise & Qualifications
- Former health system CEO and prior COO/EVP, bringing deep provider operations and payer collaboration experience .
- Senior advisory experience at Gates Foundation, contributing governance, strategy and stakeholder engagement capabilities .
- Academic credentials in communications and health management (University of Washington), supporting healthcare leadership and governance effectiveness .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (Class A) as of April 10, 2025 | 51,497 shares |
| Shares outstanding (for % calc.) | 117,398,726 (as of April 10, 2025) |
| Ownership as % of shares outstanding | ~0.044% (51,497 / 117,398,726) |
| Director RSUs outstanding (12/31/2024) | 7,709 |
| Hedging/pledging | Company policy prohibits hedging and pledging by officers and directors . |
| Director stock ownership guideline | 5x annual cash retainer; five years to comply . |
Related Party Transactions and Conflicts
- The Audit Committee administers a formal related party transactions policy; approval factors include fairness, independence impact, and stockholder interests .
- There were no related party transactions since the beginning of fiscal 2024 requiring disclosure in the 2025 proxy .
- Compensation Committee members (including Scott) had no interlocks or insider participation requiring disclosure in 2024 .
Say‑on‑Pay & Shareholder Feedback (Context)
- 2024 say‑on‑pay support was approximately 94.3%, indicating broad investor backing for compensation programs .
- The Board highlighted ongoing investor outreach and governance refresh, including adding Brendan Springstubb and nominating Shawn Guertin for 2025 .
Compensation Structure Analysis (Director)
- Pay mix emphasizes equity alignment: for Scott in 2024, $180,000 equity vs. $202,750 cash (equity ~47% of total $382,750), aligning incentives with stockholder outcomes .
- Chair premium moved from $100,000 to $150,000 in April 2025, signaling higher expectations for independent Board leadership; Scott will no longer receive this premium after Chair transition at the 2025 Annual Meeting .
Governance Assessment
- Strengths
- Independent status; multi-committee service (Audit, Compensation, Nominating & Governance) enhances oversight breadth .
- Board leadership continuity: orderly transition from Scott to Jelinek as Independent Chair; executive sessions at every Board meeting strengthen independent oversight .
- Attendance/engagement: Board met 12 times; all incumbents met ≥75% threshold; Scott attended 2024 annual meeting .
- Alignment policies: director stock ownership guideline (5x retainer) and anti-hedging/anti-pledging policy support shareholder alignment; no related party transactions disclosed .
- No Compensation Committee interlocks disclosed for 2024, reducing conflict risk .
- Watch items
- Activist involvement via Cooperation Agreement with Engaged Capital and appointment of Springstubb underscores focus on value creation and may increase strategic scrutiny; governance process disclosures appear robust .
- Chair retainer increase to $150,000 elevates expectations of Board leadership effectiveness; Scott’s transition reduces any concern about overboarding or concentration of roles as she retains only one disclosed external public board (PGNY) .