Richard Jelinek
Evolent HealthAbout Richard Jelinek
Independent director since June 2023 and Board Chair-elect effective at the June 5, 2025 Annual Meeting. Age 59. Managing Partner at Czech One Capital Partners (since May 2020); former Executive Vice President at CVS Health (2018–2022) and Aetna (2015–2018). Education: BA in Business Administration (USC); MBA and MHSA (University of Michigan). Determined independent under NYSE/SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CVS Health Corporation | Executive Vice President | Nov 2018 – May 2022 | Senior executive oversight in payer operations and strategy |
| Aetna, Inc. | Executive Vice President | Nov 2015 – Nov 2018 | Senior executive oversight in payer operations and strategy |
| Czech One Capital Partners | Managing Partner | May 2020 – Present | Private equity investing in healthcare |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Altimar Acquisition Corp II | Director | Prior service (dates not specified) | Board service (SPAC) |
| Altimar Acquisition Corp III | Director | Prior service (dates not specified) | Board service (SPAC) |
| Other current public company boards | — | — | None reported |
Board Governance
- Independence: Board determined Jelinek is independent.
- Chair succession: Will become Independent Board Chair at the 2025 Annual Meeting, succeeding Cheryl Scott.
- Attendance: The Board met 12 times in 2024; each incumbent director attended at least 75% of Board and committee meetings during their service period (Jelinek included).
- Executive sessions: Independent directors hold executive sessions at each Board meeting, chaired by the Independent Board Chair.
| Committee | Role | 2024 Meetings | Key Responsibilities |
|---|---|---|---|
| Nominating & Governance | Chair | 4 | Oversees governance, board composition, succession, stockholder engagement |
| Strategy | Member | 8 | Value creation initiatives, operations, performance, M&A/divestitures, direction |
| Audit, Compensation, Compliance & Regulatory Affairs | — | — | Not listed as member |
Fixed Compensation
- Program structure for non-employee directors (2024):
- Annual cash retainer: $80,000; RSU grant FV: $180,000.
- Additional annual cash retainers: Audit Chair $25,000; Compensation Chair $20,000; Compliance, Nominating & Governance, Strategy Chairs $15,000; Audit member $10,000; Compensation member $7,500; Compliance/Nominating/Strategy member $5,250.
- Independent Board Chair additional cash retainer: $100,000 (increased to $150,000 in April 2025).
| Director | Cash Fees (2024) | Stock Awards FV (2024) | Total |
|---|---|---|---|
| Richard Jelinek | $85,250 | $180,000 | $265,250 |
Notes: Director RSUs under the 2015 Plan vest on the earlier of the first anniversary of grant or the Annual Meeting, subject to continued service; forfeiture on early departure absent change-in-control provisions.
Performance Compensation
No performance-based equity (e.g., PSUs) is disclosed for non-employee directors; director equity is time-based RSUs.
| Equity Detail | Value/Units | Vesting/Terms |
|---|---|---|
| 2024 Director RSU grant (standard) | $180,000 grant-date FV | Cliff vest at earlier of first anniversary or Annual Meeting |
| RSUs outstanding as of Dec 31, 2024 (Jelinek) | 7,709 units | Standard director vesting; forfeiture terms absent CIC |
Other Directorships & Interlocks
| Type | Entity | Role | Overlap/Interlocks |
|---|---|---|---|
| Prior public boards | Altimar Acquisition Corp II; Altimar Acquisition Corp III | Director | No EVH-related interlocks disclosed |
| Current public boards | None | — | — |
Expertise & Qualifications
- Deep payer-side operating experience (Aetna, CVS Health) and healthcare investing (Czech One).
- Governance leadership as Chair, Nominating & Governance Committee; Board Chair-elect.
- Qualifications recognized by EVH for healthcare industry expertise and private equity investing in healthcare.
Equity Ownership
| Holder | Beneficial Shares | % Outstanding | Notable Holdings/Notes |
|---|---|---|---|
| Richard Jelinek | 44,458 | <1% (*) | Includes 15,000 in Richard M. Jelinek Revocable Trust and 15,000 in Richard M. Jelinek GST Trust |
- Shares outstanding as of April 10, 2025: 117,398,726.
- Director stock ownership guideline: 5× annual cash retainer; 5 years to comply.
- Anti-hedging and anti-pledging policy applies to directors.
Governance Assessment
-
Strengths:
- Independence affirmed; no related party transactions requiring disclosure since start of fiscal 2024.
- Governance leadership roles (Nominating & Governance Chair; Chair-elect) suggest strong board effectiveness and accountability to stockholders.
- Transparent director compensation with balanced cash/equity and ownership guidelines (5× retainer).
- Regular executive sessions of independent directors; robust governance policies (clawback, anti-hedging/pledging).
- Shareholder engagement and recent board refreshment indicate responsiveness; say‑on‑pay passed with ~94.3% approval in 2024.
-
Potential risk indicators:
- None disclosed specific to Jelinek; prior senior roles at large payers raise typical industry familiarity but no conflicts reported; Audit Committee oversees related-party policy and reported no transactions requiring disclosure.
- Increased Independent Board Chair retainer to $150,000 from April 2025 is customary; monitor cash/equity mix over time for alignment.
-
Signals for investor confidence:
- Board succession to an independent Chair with payer/operations expertise aligns with EVH’s specialty care strategy and oversight needs.
- Committee leadership in governance and membership in Strategy Committee supports oversight of risk, strategy, and board composition.
(*) Percent per table uses “<1%” indicator for individual directors; not computed independently.