Jonathan Weinberg

About Jonathan Weinberg

Jonathan D. Weinberg, age 57, has served as General Counsel of Evolent Health since January 2014. He previously was SVP and Deputy General Counsel at Coventry Health Care (Aetna) from 1999–2013 and an associate/partner at Epstein Becker & Green focusing on managed care from 1992–2002. He holds a BA in history and political science from the University of Wisconsin–Madison and a JD from the Catholic University of America . Company performance during 2023–2024: revenue grew from $1,963.9M to $2,554.7M with Adjusted EBITDA moving from $194.7M to $160.5M; management disclosed a 66% stock-price decline in 2024 (context: pay-versus-performance TSR index value was $365 in 2023 and $124 in 2024) .

Past Roles

Organization	Role	Years	Strategic Impact
Evolent Health, Inc.	General Counsel	2014–present	Leads legal and risk management; officer signing company SEC filings
Coventry Health Care (Aetna)	SVP & Deputy General Counsel	1999–2013	Managed legal department and risk management, payer operations expertise
Epstein Becker & Green, P.C.	Associate/Partner, Health Care	1992–2002	Specialized in managed care issues, regulatory/legal strategy

Fixed Compensation

Component	2023	2024	Notes
Base Salary ($)	$425,000	$425,000	No 2024 increase vs prior year
Annual Bonus Target ($)	$318,750	$318,750	Threshold $212,500; Max $425,000
Annual Bonus Paid ($)	$675,000 (Maximum)	$0 (Negative discretion)

Performance Compensation

Annual Bonus Plan (2024)

Metric	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

Result for Weinberg: bonus reduced to $0 despite some above-target operational metrics, reflecting pay-for-performance and alignment after 2024 EBITDA shortfall and stock decline .

Long-Term Incentives (2024 Grants)

Award Type	Grant Date	Shares	Grant-Date Fair Value ($)	Vesting	Performance Design
PSUs	3/1/2024	21,822	776,754	50% after 2-year period; 50% after 3-year period	“Company value” based on revenue growth and cumulative Adjusted EBITDA; payout 50% threshold, 100% target, 175% target-plus, 300% max; +/-10% absolute TSR modifier (two-year: -17%/+33%; three-year: -25%/+50%)
RSUs	3/1/2024	21,822	750,895	34% on 1st anniversary; 33% on 2nd and 3rd anniversaries

Historical PSU payout: 2022–2024 PSUs paid 10,640 shares to Weinberg; realized value $119,695 on 12/31/2024 .

Equity Ownership & Alignment

Item	Detail
Total Beneficial Ownership	143,411 shares; <1% of outstanding (as of 4/10/2025)
Unvested RSUs	6,250 (2021; $70,313), 6,600 (2022; $74,250), 8,420 (2023; $94,725), 21,822 (2024; $245,498) – values at $11.25 on 12/31/2024
Unvested PSUs	10,000 (2022; $112,500), 12,758 (2023; $143,528), 21,822 (2024; $245,498) – values at $11.25 on 12/31/2024
Stock Options (Exercisable)	16,887 @ $17.00 exp. 6/4/2025; 12,255 @ $18.25 exp. 2/1/2027
2024 Liquidity Events	Exercised 42,140 options (value realized $347,854); vested 38,738 shares (value $1,279,383)
Ownership Guidelines	Executives required to hold 3x base salary; all NEOs have met or are on track
Hedging/Pledging	Prohibited for officers/directors

Vesting cadence for 2024 RSUs may contribute to predictable selling pressure around annual anniversaries; PSU outcomes introduce variability tied to multi-year EBITDA and revenue performance plus TSR modifiers .

Employment Terms

Scenario	Cash Severance	Bonus	Equity Treatment	COBRA	Illustrative Value as of 12/31/2024
Non-CIC Qualifying Termination (Without Cause/For Good Reason)	12 months base salary ($425,000)	Pro-rated (target if 1H; actual if 2H)	RSUs credited with 12 months service; PSUs pro-rated to performance period	Company-share of cost for up to 12 months ($30,230)	Total $1,196,796 (incl. equity acceleration $741,566)
CIC Qualifying Termination (Double Trigger within 24 months)	1.5x base + target bonus ($1,115,625)	Pro-rated (target if 1H; actual if 2H)	RSUs vest in full; PSUs vest greater of target or actual	Company-share for up to 18 months ($45,345)	Total $2,134,022 (incl. equity acceleration $973,052)

Agreements include definitions of Cause/Good Reason; double-trigger required for CIC; restrictive covenants apply (confidentiality, non-compete, non-solicit) via plan award agreements .

Governance, Peer Benchmarking, and Say-on-Pay

Compensation design: heavy use of performance equity (PSUs) tied to multi-year Adjusted EBITDA and revenue growth; RSUs for retention; clawback policy updated to Dodd-Frank/NYSE requirements; no excise tax gross-ups, no hedging/pledging; double-trigger CIC .
Peer group: 2024 benchmarking referenced broader health services/tech peers; EVH positioned around peer medians; peer list includes AMN, Manhattan Associates, Option Care, Veeva, etc. .
Say-on-Pay outcomes:
- 2023: 98.1% approval .
- 2025 meeting (on 2024 pay): 77,588,031 For; 10,172,695 Against; 103,596 Abstain; broker non-votes 12,613,343 .

Company Performance Context (for incentive metrics)

Metric	FY 2023	FY 2024
Revenue ($M)	1,963.9	2,554.7
Adjusted EBITDA ($M)	194.7	160.5
TSR Index (Value of $100 Investment)	$365	$124
Net Income ($M)	(142.3)	(93.5)

Investment Implications

Pay-for-performance alignment: Weinberg’s 2024 bonus was reduced to zero amid EBITDA shortfall and a 66% stock price decline; his LTI is split between PSUs with strict multi-year financial targets and RSUs with time-based vesting, reinforcing long-term alignment .
Vesting/selling dynamics: RSU tranches vest annually (34/33/33), and Weinberg exercised 42,140 options and realized vesting value in 2024, suggesting potential periodic liquidity events near vest dates; PSU outcomes add variability tied to EBITDA/revenue and TSR .
Retention and CIC economics: Double-trigger CIC with 1.5x cash multiple and full time-based equity vesting provides strong retention but limits windfall risk; non-CIC severance includes pro-rated bonuses and partial service credit, balancing retention with shareholder protections .
Alignment safeguards: Prohibition on hedging/pledging and stock ownership guidelines (3x salary) reduce misalignment risk; clawback policy compliant with Dodd-Frank mitigates restatement risk .

Overall, Weinberg’s compensation structure emphasizes multi-year operating performance and shareholder alignment, with limited near-term cash and meaningful exposure to PSUs. The 2024 negative bonus discretion and TSR modifier on PSUs increase sensitivity to execution on EBITDA and revenue growth through 2026, while RSU vesting creates predictable vest-driven supply over the next two years .