Peter Grua
Evolent HealthAbout Peter Grua
Independent director at Evolent Health since January 2020; age 71. Managing Partner at HLM Venture Partners, with prior service as Managing Director at Alex Brown & Sons leading healthcare services and managed care research. Education: BA, Bowdoin College; MBA, Columbia University Graduate School of Business . The Board affirms his independence under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alex Brown & Sons | Managing Director; led healthcare services and managed care research | Not disclosed | Research leadership in healthcare services |
| The Advisory Board Company | Director (prior) | Not disclosed | Board oversight (prior public board) |
| Welltower Inc. (formerly Health Care REIT, Inc.) | Director (prior) | Not disclosed | Board oversight (prior public board) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MeQuilibrium | Director | Not disclosed | Not disclosed |
| Oceans Healthcare LLC | Director | Not disclosed | Not disclosed |
| MyTown Health | Director | Not disclosed | Not disclosed |
| Vaxcare | Director | Not disclosed | Not disclosed |
| Linkwell Health, Inc. | Director | Not disclosed | Not disclosed |
Board Governance
- Committee assignments: Compensation Committee Chair; Strategy Committee member .
- Compensation Committee met eight times in 2024; Exequity served as independent consultant and attended seven meetings; Committee concluded no conflicts with Exequity .
- Independence: Board determined Grua (and all committee members) are independent under NYSE/SEC rules; no compensation committee interlocks requiring Item 404 disclosure .
- Attendance: Board met 12 times in 2024; each incumbent director attended at least 75% of Board and committee meetings for their service period .
- Executive sessions: Independent directors hold executive sessions at each Board meeting, chaired by the Independent Board Chair .
| Committee | Role | Meetings (2024) | Notes |
|---|---|---|---|
| Compensation | Chair | 8 | Fully independent under NYSE/SEC; oversees executive and director compensation; retains Exequity |
| Strategy | Member | 8 | Recommends value creation initiatives across operations, financial performance, M&A |
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Annual cash retainer | $80,000 | Non-employee director retainer |
| Compensation Committee chair retainer | $20,000 | Additional retainer for chair |
| Strategy Committee member retainer | $5,250 | Additional retainer for committee member |
| Total fees earned (cash) | $105,250 | Disclosed for Grua (amount aligns with base + chair + strategy member) |
| RSU grant (grant-date fair value) | $180,000 | Annual director RSUs; vest on earlier of first anniversary and Annual Meeting (June 6, 2025) subject to service |
| Total director compensation | $285,250 | Fees + stock awards; no option awards/meeting fees disclosed |
Program terms for non-employee directors (for context):
- Committee member retainers (annual): Audit $10,000; Compensation $7,500; Compliance/Reg Affairs, Nominating & Governance, Strategy $5,250; Committee chair retainers: Audit $25,000; Compensation $20,000; Compliance/Reg Affairs, Nominating & Governance, Strategy $15,000. Independent Board Chair additional retainer increased to $150,000 in April 2025 (was $100,000 prior) .
Performance Compensation
- No performance-based pay elements disclosed for non-employee directors; equity grants are time-based RSUs that vest with continued service (no TSR/financial metrics for directors) .
| Director Performance Metrics | 2024 | Notes |
|---|---|---|
| Performance conditions tied to director compensation | None disclosed | Director pay comprises cash retainers and time-based RSUs |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None (profile lists “Other Public Boards None”) |
| Prior public company boards | The Advisory Board Company; Welltower Inc. (formerly Health Care REIT, Inc.) |
| Compensation Committee interlocks | None; members (Grua, Barbarosh, Scott) had no relationships requiring Item 404 disclosure; no reciprocal executive/comp committee interlocks with EVH executives |
Expertise & Qualifications
- Investment professional specializing in health services, medical technologies, and healthcare IT; extensive board experience across healthcare companies .
- Background in healthcare equity research and managed care analysis (Alex Brown & Sons) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Peter Grua | 60,668 | <1.0% | Includes 41,919 shares held by the Peter J. Grua 2004 Revocable Trust; record date April 10, 2025; RSUs vesting within 60 days are deemed outstanding for beneficial ownership calculations per table rules; RSUs outstanding for directors show 7,709 in aggregate table . |
| Shares outstanding (EVH Class A) | 117,398,726 | — | As of April 10, 2025 |
Stock ownership guidelines for directors: 5x annual cash retainer (measured in market value), with five years from election/appointment to comply . Company policy prohibits hedging and pledging of Company stock by directors, officers, employees . Insider Trading Policy governs transactions and was filed as Exhibit 19.1 to the 2024 Form 10‑K .
Governance Assessment
- Board effectiveness: As Compensation Committee Chair, Grua presided over eight meetings and oversaw use of an independent advisor (Exequity), with independence affirmed; committee applied negative discretion to zero out most NEO bonuses in 2024 given below-threshold Adjusted EBITDA and a 66% stock decline, signaling strong pay-for-performance discipline .
- Independence and attendance: Board determined Grua is independent; attendance met minimum threshold across Board/committees; independent director executive sessions occur at each Board meeting, supporting robust oversight .
- Alignment and compensation structure: Director comp mix (cash retainer + time-based RSUs) aligns directors with shareholders; RSUs vest at Annual Meeting/one-year mark; director ownership guidelines (5x retainer) strengthen alignment; hedging/pledging prohibited .
- Conflicts/related-party risk: Grua is Managing Partner at HLM Venture Partners and serves on several healthcare-company boards; EVH disclosed no related party transactions since the start of fiscal 2024 and maintains a formal related-party policy administered by the Audit Committee—reducing near-term conflict risk .
- Say-on-pay signal: 2024 say-on-pay approval ~94.3% indicates broad investor support for EVH’s compensation program overseen by the committee chaired by Grua .
RED FLAGS
- None disclosed in 2024–2025 related-party transactions; no hedging/pledging permitted; no committee interlocks. Ongoing monitoring warranted due to HLM’s healthcare investments and Grua’s external directorships, though current proxy notes no related transactions requiring disclosure .
Investor Implications
- Chairing the Compensation Committee with demonstrated negative discretion and high say‑on‑pay support suggests strong governance and pay discipline—positive for investor confidence .
- Independence, attendance, and policy framework (clawback, anti-hedging/pledging, ownership guidelines) further support board quality; no disclosed related-party transactions reduces conflict risk .