Russell Glass
Evolent HealthAbout Russell Glass
Russell Glass (age 49) is an independent director at Evolent Health, Inc. (EVH). He joined the EVH board on February 14, 2024 and is standing for re‑election, bringing technology and AI leadership from prior CEO roles at Headspace and Ginger, and product leadership at LinkedIn; he holds a B.S. in Engineering and Economics from Duke University . As of the latest proxy, he is not assigned to any board committee; EVH reports executive sessions at each board meeting and that all incumbents met the 75% attendance threshold in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Headspace | Chief Executive Officer | Oct 2021 – Jul 2024 | Led end‑to‑end digital mental health platform post-merger; technology/AI focus |
| Ginger | Chief Executive Officer | Prior to Headspace, merged with Headspace in 2021 | Built on-demand mental health platform; merger created integrated platform |
| Product Vice President | Post-2014 (after Bizo acquisition) | Delivered marketing tech solutions for professionals; scaled product innovation | |
| Bizo | Founder, CEO & President | Pre-2014 (sold to LinkedIn in 2014) | Built B2B marketing/data platform; strategic exit to LinkedIn |
External Roles
| Category | Current/Recent | Notes |
|---|---|---|
| Public company directorships | None | EVH proxy lists “Other Public Boards: None” for Glass |
| Private/non-profit/academic boards | Not disclosed | No entries in EVH proxy |
Board Governance
| Item | Status | Evidence |
|---|---|---|
| Independence | Independent director | Determined by Board under NYSE/SEC rules |
| Director since | Feb 14, 2024 | Appointed by EVH Board |
| Committee memberships | None currently | Committee matrix shows no assignments for Glass |
| Committee chair roles | None | Committee matrix |
| Attendance | ≥75% for incumbents in 2024 | Company reports each incumbent met threshold |
| Executive sessions | At each full Board meeting | Independent directors meet in executive session |
Fixed Compensation
| Year | Cash Retainer ($) | Equity (RSUs) – Grant Date Fair Value ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 (full‑year) | 98,750 | 220,000 | 318,750 | Annual non‑employee director pay comprises $80,000 cash retainer and $180,000 RSUs; Glass also received prorated amounts at appointment |
| Feb 2024 prorated grant | 18,750 | 40,000 (1,163 RSUs) | 58,750 | Pro‑rata amounts from appointment to annual grant; RSUs vested at the 2024 Annual Meeting |
Additional program terms:
- 2024 board policy: $80,000 annual cash retainer; $180,000 annual RSUs; additional fees for committee chairs/members and $100,000 for Independent Chair (raised to $150,000 in April 2025) .
- Director RSUs vest on the earlier of the first anniversary of grant or the Annual Meeting, subject to continued service .
Performance Compensation
EVH does not use performance‑based equity (e.g., PSUs) for non‑employee directors; director equity is time‑vested RSUs. Vesting mechanics and outstanding units for Glass:
| Grant | Shares/Units | Vesting Trigger | Vest Date |
|---|---|---|---|
| Appointment RSUs (Feb 2024) | 1,163 | Cliff vest | 2024 Annual Meeting |
| 2024 Annual RSU grant (outstanding at 12/31/2024) | 7,709 | Earlier of first anniversary or Annual Meeting | June 6, 2025 or meeting date |
Other Directorships & Interlocks
| Potential Interlock | Status | Notes |
|---|---|---|
| Business dealings with prior employers (Headspace/Ginger) | None disclosed | EVH states no related party transactions requiring disclosure since start of fiscal 2024 ; 8‑K notes no related party transactions for Glass |
| Shared boards with EVH customers/suppliers | None disclosed | Not identified in proxy |
Expertise & Qualifications
- Technology and AI leadership in digital health; prior CEO roles at Headspace and Ginger and product VP at LinkedIn .
- B2B data/marketing founder experience (Bizo), strategic exit to LinkedIn .
- Education: B.S. in Engineering and Economics, Duke University .
Equity Ownership
| Component | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 20,318 shares | Less than 1% of outstanding shares |
| Unvested RSUs (vesting within 60 days of Apr 10, 2025) | 7,709 | Director RSUs expected to vest by Annual Meeting |
| Shares held in trust | 6,046 | Co‑trustees (Glass and spouse) share voting/dispositive power |
| Ownership guidelines | 5× annual cash retainer | 5‑year compliance window from appointment/election |
| Hedging/pledging | Prohibited by policy | Anti‑hedging/anti‑pledging for directors and officers |
| Shares outstanding (context) | 117,398,726 | As of Apr 10, 2025 |
Governance Assessment
- Strengths: Independent status; complementary technology/AI skillset aligned with EVH’s specialty care platform and recent AI capability acquisition; no related party transactions; clear anti‑pledging/hedging and robust ownership guidelines .
- Engagement/attendance: Company reports all incumbents met ≥75% attendance; executive sessions at every board meeting enhance independent oversight .
- Director pay mix: Balanced cash/equity with time‑vested RSUs; no options or performance equity for directors; program reviewed against peers; changes approved in 2024 and a 2025 adjustment to Independent Chair retainer (signals market alignment) .
- Potential gaps/RED FLAGS:
- No committee assignment yet may limit committee‑level oversight contribution; monitor future placements to Audit/Comp/Nominating/Compliance/Strategy .
- Broader governance environment includes an active cooperation agreement with Engaged Capital and continuing board refresh; not a Glass‑specific conflict but indicates shareholder influence dynamics to monitor .
- Shareholder sentiment: EVH received ~94.3% “say‑on‑pay” approval in 2024, supporting compensation governance; the Compensation Committee uses an independent consultant (Exequity) and reports no consultant conflicts .
Employment & Contracts (Director)
- Indemnification: EVH standard indemnification agreements and by‑law provisions provide full DGCL‑permitted indemnification and expense advancement to directors .
- Appointment: No special arrangements or related party transactions in connection with Glass’s appointment; eligible for standard non‑employee director compensation .
Compensation Committee Analysis (Context)
- Committee composition fully independent; uses Exequity as independent consultant; no conflicts reported; reviews director compensation at least biennially and benchmarks to peers .
Related Party Transactions
- EVH policy requires Audit Committee review/approval; no related party transactions since the beginning of fiscal 2024; 8‑K confirms none for Glass .