Craig Barbarosh
Evolent HealthAbout Craig Barbarosh
Independent director at Evolent Health (EVH) since December 2020; age 57. Senior Managing Director at CommonWealth Partners LLC since October 2023; previously a partner at Katten Muchin Rosenman LLP (2012–January 2023) and partner at another international law firm (1999–2012). J.D. (with honors) from the University of the Pacific, McGeorge School of Law; B.A. in Business Economics from UC Santa Barbara. Recognized for healthcare industry knowledge and extensive public company board experience, including audit and compensation leadership roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CommonWealth Partners LLC | Senior Managing Director | Oct 2023–Present | Real assets investor; current operating role alongside EVH directorship |
| Katten Muchin Rosenman LLP | Partner | 2012–Jan 2023 | Corporate/restructuring background relevant to M&A oversight |
| Other international law firm | Partner | 1999–2012 | Senior legal leadership (firm not named in proxy) |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sabra Health Care REIT, Inc. (NASDAQ: SBRA) | Director | Current | Audit Committee Chair; Compensation Committee Member |
| Lifecore Biomedical, Inc. (NASDAQ: LFCR) | Chairman; Independent Director | Oct 2019–Aug 2024 | Board leader through Aug 2024 |
| NextGen Healthcare, Inc. (NASDAQ: NXGN) | Director; Vice Chairman | 2009–Nov 2023 (Vice Chair 2015–Aug 2022) | Compensation Committee Chair; Nominating & Governance Committee Member |
| Aratana Therapeutics, Inc. | Director (prior) | Not disclosed | Former public company directorship |
| BioPharmX, Inc. | Director (prior) | Not disclosed | Former public company directorship |
| Bazaarvoice, Inc. | Director (prior) | Not disclosed | Former public company directorship |
| Ruby Tuesday Inc. | Independent Director (prior) | Not disclosed | Prior oversight role |
| Payless Holdings, LLC | Independent Board Observer | Not disclosed | Board observer role |
Board Governance
- Independence and tenure: Classified as an Independent Director; director since December 2020 .
- Current EVH committee assignments (2025 proxy): Strategy Committee Chair; Compensation Committee Member .
- Committee activity and independence: Strategy Committee held 8 meetings in 2024; Compensation Committee held 8 meetings in 2024; all committees (Audit, Compensation, Nominating & Governance, Compliance & Regulatory Affairs, Strategy) are fully independent under NYSE/SEC rules .
- Responsibilities as Strategy Chair: Oversees value creation initiatives, including operations, financial performance, M&A, divestitures, and overall business direction .
- Attendance and engagement: The Board met 12 times in 2024; each incumbent director attended at least 75% of Board and committee meetings during their service period .
- Compensation Committee interlocks/related-party: No compensation committee interlocks; and no member (including Mr. Barbarosh) had relationships requiring Item 404 disclosure during 2024 .
Fixed Compensation
Program structure for non-employee directors and Mr. Barbarosh’s actual cash compensation:
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Annual Cash Retainer (program rate) | $75,000 | $80,000 |
| Committee Chair Retainer – Strategy (program rate) | $15,000 | $15,000 |
| Committee Member Retainer – Compensation (program rate) | $7,500 | $7,500 |
| Fees Earned or Paid in Cash – Barbarosh (actual) | $97,500 | $102,500 |
Notes:
- Independent Board Chair retainer increased from $90,000 (2023) to $100,000 (2024) and to $150,000 in April 2025 (context; not applicable to Mr. Barbarosh) .
Performance Compensation
Director equity is time-based (no performance metrics) with annual RSU grants:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Stock Awards – Barbarosh (grant-date fair value) | $160,000 | $180,000 |
| RSUs Outstanding (as of year-end) | 5,049 (12/31/2023) | 7,709 (12/31/2024) |
| Vesting Terms (award year) | 2023 RSUs vest on earlier of June 8, 2024 or 2024 Annual Meeting (service-based) | 2024 RSUs vest on earlier of June 6, 2025 or 2025 Annual Meeting (service-based) |
| Change-in-Control Protection | Unvested director RSUs vest upon termination without Cause on/within 12 months following a Change in Control (2015 Plan) | Same as left (2015 Plan) |
Other Directorships & Interlocks
- Current public board: Sabra Health Care REIT, Inc. – Audit Chair and Compensation Committee member (no EVH comp interlocks disclosed) .
- Recent past: Lifecore Biomedical (Chairman; director through Aug 2024); NextGen Healthcare (board through Nov 2023; prior Vice Chair/Comp Chair) .
Expertise & Qualifications
- Legal, restructuring/M&A, and governance experience from senior law firm roles; healthcare industry knowledge; extensive board leadership (including audit and compensation oversight) .
- The Board cites his healthcare industry knowledge and public company board experience as qualifications for EVH .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Apr 10, 2025) | 31,956 EVH Class A shares; less than 1% of shares outstanding |
| Director Stock Ownership Guideline | 5x annual cash retainer (market value); 5-year compliance window from election/appointment |
| Election Date (for guideline timeline) | December 2020 |
| Pledging/Hedging | Not disclosed in the cited sections |
| Options | None disclosed for directors in 2023–2024 director comp tables |
Governance Assessment
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Committee leadership and oversight: As Strategy Committee Chair and Compensation Committee member, Barbarosh is positioned at the center of value creation and pay oversight. Both committees were fully independent and active (8 meetings each in 2024), supporting board effectiveness .
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Independence and conflicts: EVH discloses no compensation committee interlocks and no Item 404 related-party relationships for any compensation committee member (including Barbarosh) in 2024, reducing conflict risk .
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Attendance and engagement: Board met 12 times in 2024; each incumbent director met the ≥75% attendance threshold, indicating baseline engagement .
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Ownership alignment: Beneficial ownership of 31,956 shares with time-based annual RSUs; EVH imposes a 5x-cash-retainer stock ownership guideline over five years from election (he joined Dec 2020). Compliance status for individuals is not disclosed in the proxy .
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Compensation structure analysis: Year-over-year program increases (cash retainer +$5k; RSU value +$20k) translated into higher total director pay for 2024; awards remain time-based with standard change-in-control protections (no performance conditions) .
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RED FLAGS: None identified in EVH disclosures—no Item 404 related-party transactions, no compensation committee interlocks, and committee independence affirmed. Monitoring items include overall time commitments across external roles (currently only one public board) and forthcoming ownership guideline compliance timelines (not individually disclosed) .