Emily Rafferty

About Emily Rafferty

Emily Rafferty is Chief Operating Officer (since July 2023) and age 42 as of February 20, 2025. She previously led Evolent Health Services and held senior roles across market operations and advisory services. She holds a B.B.A. (Economics & Management) from the University of Iowa and completed Wharton’s Executive Development Program . Under her operating tenure, Evolent reported 2024 revenue of $2,554.7 million and Adjusted EBITDA of $160.5 million amid sector headwinds and a 66% stock price decline in 2024, after a 17.6% stock increase in 2023 .

Past Roles

Organization	Role	Years	Strategic impact
Evolent Health, Inc.	Chief Operating Officer	Jul 2023 – Present	Enterprise-wide operations leadership
Evolent Health Services (former segment)	President & COO	Sep 2020 – Jun 2023	Led former reporting segment integration and operations
Evolent Health, Inc.	President, Market Operations and Pharmacy Services	Feb 2018 – Jul 2019	Oversight of market operations and pharmacy services
Evolent Health, Inc.	SVP, Advisory Services	Oct 2016 – Jan 2018	Led advisory services

External Roles

Organization	Role	Years	Scope / Notes
Optum	Vice President, Provider Consulting	Pre-2016	Worked with health systems on revenue-cycle strategy and process design, including clinical documentation improvement

Fixed Compensation

Metric	2023	2024
Base salary rate (post annual cycle)	$375,000	$425,000 (effective 3/1/2024)
Off-cycle salary adjustment	$400,000 (promotion to COO effective 7/1/2023)	—
Prorated base salary paid	$384,500	$420,833

Performance Compensation

Annual bonus opportunity and payout

Item	2023	2024
Threshold opportunity	$100,000	$100,000
Target opportunity	$200,000	$200,000
Maximum opportunity	$300,000	$300,000
Actual bonus paid	$300,000 (Committee: “Maximum”)	$34,000 (negative discretion; aligned with below-threshold Adj. EBITDA and −66% stock year)

2024 plan drivers and discretion: Team/strategy goals were at/above target, but below-threshold Adjusted EBITDA and the 66% stock decline led to zero bonuses for other NEOs and a reduced bonus for Rafferty .

Long-term incentives (LTI) – structure and metrics

LTI mix: 2023 ~50% PSUs / 50% RSUs for Rafferty; 2024 increased to ~75% PSUs / 25% RSUs to heighten performance linkage .
2023 PSUs: Single 3-year performance period; payout on sliding scale (0%–250%) based on 3-year Adjusted EBITDA and 3-year revenue growth; linear interpolation between tiers .
2024 PSUs: Two performance tranches (50% on 2-year, 50% on 3-year) measuring “Company value” (formula uses revenue growth and cumulative Adjusted EBITDA, adjusted for acquired businesses) with payout tiers 50% (threshold), 100% (target), 175% (target+), 300% (max) and a ±10% absolute TSR modifier; linear interpolation applies .

Grants detail

Grant	Date	Instrument	Size (shares/target)	Grant-date fair value
Annual LTI	3/1/2024	PSUs (target)	32,733	$1,165,131
Annual LTI	3/1/2024	RSUs	10,911	$375,448
Annual LTI	3/1/2023	PSUs (target)	14,500 (threshold 8,850; max 43,750)	$617,050
Annual LTI	3/1/2023	RSUs	17,500	$617,050
Supplemental	7/1/2023	PSUs (target)	10,000	$303,000
Modification	4/3/2023	2022 PSUs (metric modification)	12,000 (accounting remeasure)	$56,760

Vesting mechanics

RSUs: 34% on first anniversary, 33% on second and third anniversaries for 2022–2024 grants; 25% per year over 4 years for 2021 RSUs .
PSUs (2023 cohort): Single vest on 3rd anniversary, subject to performance .
PSUs (2024 cohort): 50% vest based on 2-year performance (2024–2025) with TSR modifier; 50% on 3-year performance (2024–2026) with TSR modifier .

Realized performance outcome (2022–2024 PSU cycle)

Metric	Rafferty
Target PSUs	12,000
Payout %	45.8%
PSUs earned	5,490
Realized value	$61,763 (at 12/31/2024 close)

Equity Ownership & Alignment

Beneficial ownership: 84,609 shares (as of April 10, 2025); less than 1% of 117,398,726 shares outstanding .

Outstanding equity (as of 12/31/2024; valuation at $11.25/share):

Unvested RSUs/PSUs and values:

Grant	Type	Unvested/Unearned Shares	Market value basis
3/1/2021	RSUs	6,000	$67,500 ($11.25)
3/1/2022	RSUs	12,000	$135,000
3/1/2022	RSUs (alt schedule)	3,960	$44,550
3/1/2023	PSUs (at target)	17,500	$196,875
3/1/2023	RSUs (34/33/33)	11,550	$129,938
7/1/2023	PSUs (at target)	10,000	$112,500
3/1/2024	PSUs (at target)	32,733	$368,246
3/1/2024	RSUs (34/33/33)	10,911	$122,749

Stock options (legacy, all exercisable; no new options since 2018 ):

Grant	Exercisable Options	Exercise Price	Expiry	In-the-money?
2/1/2017	9,191	$18.25	2/1/2027	No (stock $11.25 on 12/31/24)
2/1/2018	16,835	$13.95	2/1/2028	No (stock $11.25 on 12/31/24)
3/1/2019	14,368	$13.29	3/1/2029	No (stock $11.25 on 12/31/24)

Ownership policies and alignment:
- Company prohibits derivative trading, hedging, and pledging; maintains clawback and stock ownership guidelines .
- Insider activity: No option exercises by Rafferty in 2023 or 2024; shares vested in 2023 and 2024 totaled 17,586 and 15,910, respectively .

Employment Terms

Employment agreements: “Consistent with our policy, we have not entered into employment agreements with any of our NEOs.” .
Severance/change-in-control: Ms. Rafferty is not party to a severance and change in control agreement; no severance amounts are shown for her in the potential payments tables .
Equity award covenants: Award agreements under the 2015 Plan include confidentiality, non-competition, and non-solicitation obligations .

Compensation Structure Analysis

Mix shift toward at-risk equity: Rafferty’s LTI mix increased from ~50% PSUs/50% RSUs (2023) to ~75% PSUs/25% RSUs (2024), raising performance sensitivity .
Annual bonus stringency: Payout moved from “Maximum” $300,000 in 2023 to $34,000 in 2024 as the Committee applied negative discretion tied to below-threshold Adjusted EBITDA and share performance, signaling tight pay-for-performance discipline .
Metric modification in 2022-2024 PSUs (April 2023): Business-unit metrics were replaced with company-level EBITDA and revenue metrics for remaining period; Rafferty’s payout was reduced to 45.8% of target reflecting below-target pre-modification BU performance, evidencing Committee’s intent to align PSUs with consolidated strategy while preserving economic neutrality at amendment .

Performance & Track Record

Company performance context: 2024 revenue $2,554.7m and Adjusted EBITDA $160.5m; stock declined 66% during 2024 vs. +17.6% stock increase in 2023 .
Realized LTI outcomes: Rafferty’s 2022–2024 PSU payout at 45.8% (5,490 shares; $61,763) indicates sub-target performance for her prior business unit pre-modification, while consolidated-company metrics drove above-target payouts for some peers .
No options exercised by Rafferty in 2023–2024; legacy options are out-of-the-money at year-end 2024 .

Director/Executive Governance

Pledging/hedging and clawback: Policies prohibit hedging and pledging; clawback policy in place .
Beneficial ownership disclosure: 84,609 shares; less than 1% ownership .

Investment Implications

Alignment: 2024 negative discretion on cash bonuses and higher PSU weighting in 2024 support strong pay-for-performance alignment; PSU metrics (EBITDA and revenue-based “Company value” plus TSR modifier) tightly link realizable pay to multi-year operating and equity outcomes .
Retention risk: Absence of a severance/CIC agreement for Rafferty, combined with substantial unvested RSUs/PSUs (with vesting through 2027), creates retention via unvested equity but limited downside protection if employment ends, which can be a risk in volatile markets .
Selling pressure: Near-term selling pressure from options appears limited as all legacy options are out-of-the-money at YE 2024; RSU vesting on 3/1 each year (34/33/33 schedule) represents the primary source of potential liquidity events .
Performance signal: The 2022–2024 PSU outcome (45.8% for Rafferty) and the 2024 zero/near-zero bonuses across NEOs reflect prudent Committee actions amid below-threshold Adjusted EBITDA and a sharp stock drawdown—constructive for long-term shareholders but potentially challenging for near-term morale and retention absent formal severance protections .