Seth Blackley
Evolent HealthAbout Seth Blackley
Seth Blackley, age 46, is co-founder of Evolent Health and has served as CEO since October 2020; he has been a director since April 2018 and previously served as President from 2011–2020 . He holds a BA in business from UNC–Chapel Hill and an MBA from Harvard Business School, and began his career at McKinsey & Company before serving as Executive Director of Corporate Development at The Advisory Board (2007–2011) . Under his leadership, Evolent delivered 2024 revenue of $2,554.7 million and Adjusted EBITDA of $160.5 million amid industry cost headwinds (net loss $(93.5) million) ; cumulative TSR since 2020 was 124 vs peer group 105 as disclosed in pay-versus-performance .
Multi-year performance
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Net Income ($mm) | ($334.2) | ($37.6) | ($19.2) | ($142.3) | ($93.5) |
| Adjusted EBITDA ($mm) | $41.4 | $66.0 | $106.3 | $194.7 | $160.5 |
| TSR (Index, $100 base) | 177 | 306 | 310 | 365 | 124 |
| Revenue ($mm) | — | — | — | $1,963.9 | $2,554.7 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Evolent Health | President | 2011–2020 | Scaled platform; transitioned to specialty-led strategy |
| The Advisory Board Company | Executive Director, Corporate Development & Strategic Planning | 2007–2011 | Growth and strategy experience in healthcare services |
| McKinsey & Company | Analyst (Washington, DC) | Early career | Foundation in strategy and operations |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Advanced Practice Strategies | Director | 2014–2016 | Healthcare education/technology governance experience |
| Evolent Health Board | Non-independent Director | Director since 2018 | No committee assignments; Board is otherwise fully independent |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary | $800,000 | No increase vs 2023 cycle; total paid $800,000 |
| Target Bonus | $800,000 | Threshold $400k; Max $1.2m |
| Actual Bonus Paid | $0 | Committee exercised negative discretion due to EBITDA shortfall and stock decline |
Performance Compensation
| Instrument/Plan | Metric | Weighting/Design | Targets | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| 2024 Bonus Plan | Company Adjusted EBITDA | Primary, part of 85% financial mix | Threshold $245mm; Target $255mm; Max $265mm | Actual $160mm; Below threshold ; payout zero | n/a |
| 2024 Bonus Plan | Revenue bookings growth | Part of financial mix | Target +17.5% | Actual +17.8% (above target) | n/a |
| 2024 Bonus Plan | Q1 2025 Adjusted EBITDA | Part of financial mix | Target $71mm | Actual $35mm; Below threshold | n/a |
| Team/Strategy & Leadership | Engagement, inclusion, retention, strategy execution | 15% plus leadership assessment | Various qualitative goals | Above target / near max on several goals | n/a |
| 2024 PSUs | Company Value (Revenue growth × Cumulative Adj. EBITDA × multiple), with TSR modifiers | 50% earned on 2-year (2024–2025) and 50% on 3-year (2024–2026) periods; linear scale 50%–300% of target; TSR ±10% modifiers | Company value tier grid set by committee | In-progress; payout contingent on multi-year results and TSR thresholds | 50% at 12/31/2025; 50% at 12/31/2026, subject to performance |
| 2024 RSUs | Time-based | Value alignment and retention | n/a | n/a | 34% on 1st anniversary, 33% on 2nd and 3rd anniversaries |
| 2022–2024 PSUs (payout) | Company Value | 3-year scale; adjusted for M&A | Threshold $2,730.0mm; Target $3,490.7mm; Max ≥$5,328.0mm | Actual $3,577.94mm (106.4% of target) ; CEO earned 161,346 PSUs; realized value $1,815,143 | Vested 12/31/2024 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 537,444 shares (incl. 96,461 options exercisable within 60 days) as of 4/10/2025; <1% outstanding |
| Ownership guidelines | CEO required to hold 6× base salary; NEOs on track or met guidelines |
| Hedging/pledging | Prohibited for officers and directors per Insider Trading Policy; anti-pledging policy in place |
| 2024 equity activity | Options exercised: 187,904 shares; value realized $2,216,609 . Stock vested: 259,432 shares; value realized $7,970,245 . |
| Outstanding unvested awards (12/31/2024) | RSUs: 11,716; 21,446; 38,942; 29,096 units . PSUs: 151,647 (2022 grant), 137,670 (2023), 261,868 (2024) . |
Employment Terms
- Employment agreement: At-will; equity award agreements include confidentiality, non-compete and non-solicitation covenants .
- Severance (non–change-in-control): 1.5× base salary paid over 18 months; pro-rated bonus; RSU service credit equal to severance period; performance awards pro-rated to actual; subsidized COBRA for 18 months (CEO) .
- Change-in-control (double-trigger): 2.0× base salary + target bonus lump sum; pro-rated bonus (based on timing); full vest of time-based awards; performance awards vest at greater of target or actual; COBRA subsidized for 24 months (CEO) .
- No tax gross-ups; clawback policy compliant with Dodd-Frank/NYSE, no recoveries to date .
Board Governance
- Board service: Director since April 2018; non-independent (employee director) .
- Committee roles: None; all Board committees comprised solely of independent directors .
- Board independence: Independent Chair structure since 2022; Rick Jelinek to become Independent Chair at the 2025 Annual Meeting .
- Attendance: All incumbents attended ≥75% of meetings in 2024; Blackley attended 2024 annual meeting .
- Director compensation: As an employee, Blackley receives no additional director fees ; non-employee director program noted separately .
Director Compensation (for context)
| Element (2024 program) | Amount |
|---|---|
| Annual cash retainer | $80,000 |
| Annual RSU grant | $180,000 grant-date value |
| Committee chair/member retainers | $15,000–$25,000 chair; $5,250–$10,000 member |
| Independent Chair additional retainer | $100,000 (raised to $150,000 effective April 2025) |
Compensation Structure Analysis
- Pay-for-performance alignment: 2024 annual bonus set to zero across most NEOs, including CEO, despite above-target bookings and strategic execution, due to below-threshold Adjusted EBITDA and share price decline; reflects negative discretion and shareholder alignment .
- Shift to performance equity: CEO’s 2024 LTI mix increased to ~90% PSUs / 10% RSUs from ~70%/30% in prior years, strengthening multi-year performance link .
- No hedging/pledging; clawback policy strengthened; no excise tax gross-ups; no single-trigger CIC .
- Peer benchmarking: 2024 peer group broadened; CEO target total compensation positioned ~5% above peer median in late-2023 benchmarking; mix tilted to equity over cash .
- Say-on-pay support: 94.3% approval for 2024 compensation (2025 meeting); 98.1% approval in 2023, indicating investor support for program structure .
Related Party & Risk Indicators
- Related-party/activism: February 2025 cooperation agreement with Engaged Capital added Brendan Springstubb to Board under standstill terms; Board refresh and governance enhancements disclosed .
- Legal/governance: No tax gross-ups; robust insider trading controls; cybersecurity oversight established at Board level .
- Option repricing: None disclosed; company has not granted stock options since 2018 for NEOs, except legacy awards .
Say-on-Pay & Peer Group
- 2024 Say-on-Pay: 77.6mm For; 10.17mm Against; 0.10mm Abstentions .
- 2024 peer group includes AMN Healthcare, Manhattan Associates, Option Care, Veeva, and others, with Evolent revenue at 76th percentile of peers in FY2024; market cap at 11th percentile at YE 2024 due to stock pressure .
Equity Grant Detail (2024)
| Grant | PSUs (shares) | RSUs (shares) | Grant-date value ($) |
|---|---|---|---|
| CEO (3/1/2024) | 261,868 | 29,096 | $10,322,385 |
Investment Implications
- Alignment and discipline: Zero 2024 cash bonus and heavier PSU mix signal strong pay-for-performance discipline; multi-year PSU design centered on revenue growth and cumulative Adjusted EBITDA with TSR modifiers tightens alignment with shareholder returns .
- Near-term selling pressure: 2024 option exercises and substantial vesting created potential supply, though hedging/pledging are prohibited; monitor Form 4s around anniversary dates and PSU vesting windows (12/31/2025, 12/31/2026) .
- Retention and risk: Double-trigger CIC terms with full time-vest vesting and performance shares at ≥target provide retention but cap windfalls; clawback and anti-hedging mitigate governance risk .
- Execution track: Strong bookings and customer retention offset sector cost inflation; but EBITDA shortfall in 2024 and narrowed risk corridors may compress upside; watch Adjusted EBITDA trajectory under specialty care focus and AI-enabled workflow (Machinify Auth) adoption .
Note: All quantitative values reflect company filings as cited above.