John Johnson

About John Johnson

John Johnson is Chief Financial Officer of Evolent Health (EVH), serving in this role since July 2019. He is 41 and holds a B.A. in Physics from Cornell University. Prior roles at Evolent include SVP/VP of Corporate Performance (2016–2019) and acting CFO of New Century Health in 2019; earlier he was VP of Strategy at PSA Healthcare and Managing Partner at Riverbend Analytics. In 2024, Evolent reported revenue of $2,554.7 million and Adjusted EBITDA of $160.5 million, while noting a decrease in stock price during the year; these outcomes directly influenced incentive payouts and PSU valuations for NEOs including the CFO .

Past Roles

Organization	Role	Years	Strategic impact
Evolent Health	Chief Financial Officer	Jul 2019–present	Principal financial officer overseeing disclosure controls, capital allocation, and reporting certifications; signatory on 10-K and SOX certifications .
New Century Health (Evolent subsidiary)	Acting CFO	Mar 2019–Jun 2019	Interim finance leadership during integration period .
Evolent Health	SVP, Corporate Performance	Jan 2018–Mar 2019	Performance management across segments and corporate .
Evolent Health	VP, Corporate Performance	Apr 2016–Dec 2017	Built corporate performance frameworks post-integration .
Riverbend Analytics	Managing Partner	Dec 2015–Apr 2016	Analytics consulting leadership .
PSA Healthcare	VP, Strategy	Feb 2013–Nov 2015	Strategy leadership at home health services company .

External Roles

None disclosed (no public company directorships or committee roles reported) .

Fixed Compensation

Summary Compensation (reported)

Metric (USD)	2022	2023	2024
Salary	$432,292	$493,333	$500,000
Bonus (cash)	$550,000	$625,000	$0
Stock Awards (grant-date fair value)	$2,192,000	$2,399,196	$4,300,958
All Other Compensation	$11,925	$13,067	$13,333
Total	$3,186,217	$3,530,596	$4,814,291

Annual Cash Incentive Design and Outcomes

2024 bonus plan thresholds for John Johnson: Threshold $250,000; Target $375,000; Maximum $625,000. Actual company performance: Adjusted EBITDA $160M (below threshold), Revenue Bookings Growth +17.8% (above target), 2025 Q1 Adjusted EBITDA $35M (below threshold). Discretionary framework allowed zero payout; reported 2024 bonus = $0 .
2023 bonus payout: Committee assessed “Maximum”; Johnson paid $625,000 .

2024 Bonus Plan (Company-wide metrics)	Threshold	Target	Maximum	Actual	Committee assessment
Adjusted EBITDA	$245M	$255M	$265M	$160M	Below Threshold
Revenue Bookings Growth	<+17.5%	+17.5%	>+20%	+17.8%	Above Target
2025 Q1 Adjusted EBITDA	$68M	$71M	$74M	$35M	Below Threshold

Performance Compensation

Long-term Incentives granted in 2024

Grant	Grant date	Type	Count/Target	Vesting/Notes	Grant-date FV (USD)
Annual PSUs	3/1/2024	PSU	Target 109,111; Threshold 49,100; Max 360,066	Sliding scale 45%/100%/330% of target; +/-10% absolute TSR modifier	$3,883,806
Time-based RSUs	3/1/2024	RSU	12,123	34%/33%/33% on 1st/2nd/3rd anniversaries; continued service required	$417,152

RSU vesting convention: 34% at first anniversary, 33% at each of years 2 and 3 for 2022–2024 grants .
2023 PSU design: sustained three-year Adjusted EBITDA and three-year revenue growth .

Realized LTI and prior-cycle PSU payout

Item	Detail
2024 Stock vested (Johnson)	88,861 shares vested; value realized $2,853,547 .
2022–2024 PSU payout (Johnson)	Target 56,000; Payout 59,582 (106.4% of target); Realized value $670,293 (based on 12/31/2024 close) .

Equity Ownership & Alignment

Beneficial ownership: 192,565 shares of Class A common stock; less than 1.0% of outstanding (117,398,726 shares outstanding as of April 10, 2025) .
Stock ownership guidelines: CFO is subject to 3x base salary ownership requirement; executives have five years to comply; all NEOs have met or are on track .
Hedging/pledging: Company prohibits hedging, pledging, and derivative transactions by officers and directors .
Clawback: Dodd-Frank compliant clawback policy adopted October 2023; no recoveries to date .

Outstanding equity awards (as of 12/31/2024) – Options

Grant date	Type	Exercisable	Unexercisable	Strike	Expiration
5/1/2016	NQ Options	7,896	—	$12.22	5/1/2026
2/1/2017	NQ Options	4,595	—	$18.25	2/1/2027
2/1/2018	NQ Options	21,044	—	$13.95	2/1/2028

Outstanding equity awards (as of 12/31/2024) – Unvested stock/PSU positions

Grant date	Award	Unvested shares/units	Stated market value
3/1/2021	Stock award	10,000	$112,500
3/1/2022	Stock awards (multiple)	56,000; 7,920	$630,000; $89,100
3/1/2023	Stock awards (multiple)	47,630; 13,472	$535,838; $151,560
3/1/2024	2024 annual grant (PSUs/stock)	109,111; 12,123	$1,227,499; $136,384

Notes: Market values above use $11.25 closing price on 12/31/2024 per proxy methodology .

Employment Terms

Employment agreements: “At-will”; the company has not entered into employment agreements with NEOs .
Severance and Change-in-Control (CIC) agreements (effective Jan 27, 2021; double-trigger on CIC):
- Non-CIC Qualifying Termination (without Cause/for Good Reason): 12 months of base salary paid in regular payroll; pro-rated annual bonus (target if in first half; actual if in second half of year); credited service for time-based awards through severance period; performance-based awards vest pro-rata at end of period based on actual performance; COBRA subsidy during severance period .
- CIC Qualifying Termination (within 24 months post-CIC): Lump sum 1.5x (base salary + target bonus); pro-rated bonus (target if in first half; actual if in second half); full vesting of time-based awards; performance awards vest at greater of target or actual; 18 months COBRA subsidy (24 months for CEO) .

Illustrative payout values (as of 12/31/2024 assumptions)

Scenario (Johnson)	Severance Pay	COBRA	Equity acceleration	Total
Non-CIC (w/o Cause/Good Reason)	$500,000	—	$2,551,892	$3,051,892
CIC (double-trigger)	$1,312,500	—	$2,820,886	$4,133,386

Restrictive covenants: Award agreements include confidentiality, non-competition, and non-solicitation obligations .
Perquisites: Company indicates no perquisites for NEOs; 401(k) with discretionary match up to 4% available broadly .

Performance & Track Record

2024 execution: Mixed performance—revenue bookings growth above target (+17.8%) but Adjusted EBITDA and 2025 Q1 Adjusted EBITDA below threshold, resulting in zero 2024 cash bonus for Johnson; underscores pay-for-performance alignment .
PSU outcomes: The 2022–2024 PSU cycle paid slightly above target for Johnson (106.4%), evidencing balanced long-term hurdle design and partial achievement despite 2024 industry headwinds .
Stock performance context: Company disclosed a decrease in stock price during 2024, consistent with pressure on realized equity values and CAP metrics in pay-versus-performance disclosures .

Compensation Structure Analysis

Increasing at-risk equity: Johnson’s 2024 compensation mix shifted further toward equity (stock awards $4.30M vs $2.40M in 2023), while cash bonus fell to $0, enhancing alignment but increasing exposure to share price volatility .
PSU rigor: 2024 PSUs use a 45%–330% payout scale with an absolute TSR +/-10% modifier, tying outcomes to both internal financials and stock performance; 2023 PSUs emphasize sustained three-year Adjusted EBITDA and revenue growth .
Governance safeguards: No single-trigger CIC, no hedging/pledging, no excise tax gross-ups, and an NYSE/SEC-compliant clawback policy reduce shareholder risk .

Risk Indicators & Red Flags

Hedging/pledging: Prohibited (mitigates misalignment risk) .
Option repricing: Not indicated; Company has not awarded options since 2018 .
Tax gross-ups: None on CIC payments .
Related party transactions/legal proceedings: Not disclosed for Johnson in cited materials.

Equity Ownership & Trading Dynamics

Skin-in-the-game: 192,565 beneficially owned shares; <1% of outstanding .
Vesting cadence: RSUs from 2022–2024 grants vest each March over three years (34/33/33), creating predictable windows of potential selling pressure absent 10b5-1 plans .
2024 realized vesting: 88,861 shares vested for Johnson ($2.85M value realized), highlighting tangible equity monetization despite no cash bonus .

Employment Terms – Definitions Snapshot

Good Reason/Cause: Detailed definitions include material pay reduction, material diminution of duties, significant relocation, and certain misconduct; notice and cure provisions apply .
At-will status and annual committee oversight confirmed .

Investment Implications

Alignment: Johnson’s pay is heavily equity-linked with rigorous PSU structures and ownership guidelines, reinforcing long-term alignment and retention incentives; prohibition of hedging/pledging and a robust clawback enhance governance quality .
Near-term selling pressure windows: March vesting cycles across 2022–2024 RSUs and any PSU conversions can create episodic supply; 2024 vesting realized value evidences potential liquidity events in similar windows .
Retention/CIC economics: Double-trigger CIC at 1.5x salary+target bonus plus full vesting provides protection but is within market norms and should not be viewed as shareholder-unfriendly; non-CIC severance is modest at ~12 months salary plus limited equity treatment .
Execution risk: 2024 EBITDA miss drove zero cash bonus, while multi-year PSU payout modestly above target; investors should monitor progress on EBITDA targets and the specialty-led strategy’s contribution to sustained EBITDA given 2024 stock price pressure .