Shawn Guertin
Evolent HealthAbout Shawn Guertin
Shawn Guertin (age 61) is an independent director nominee at Evolent Health with deep healthcare finance and risk oversight experience, including prior service as EVP and CFO of CVS Health and CFO/Chief Enterprise Risk Officer at Aetna; he holds a B.A. in Mathematics from Boston University . He is nominated for election at the June 5, 2025 annual meeting and has been affirmatively determined independent under NYSE and SEC rules by the Board . As of April 10, 2025, he beneficially owned 0 shares of EVH Class A common stock (less than 1.0% of outstanding), and will be subject to the company’s director stock ownership guidelines if elected .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CVS Health Corporation | Executive Vice President and Chief Financial Officer; remained with CVS through May 2024 | May 2021 – Oct 2023; through May 2024 | Senior finance leadership, public company CFO experience |
| Aetna, Inc. | EVP, CFO & Chief Enterprise Risk Officer; SVP, CFO & Chief Enterprise Risk Officer; Head of Business Segment Finance | Jan 2014 – May 2019; Feb 2013 – Jan 2014; Apr 2011 – Feb 2013 | Finance and risk oversight, segment finance leadership |
| Coventry Health Care | Chief Financial Officer & Treasurer; multiple leadership roles | Jan 2005 – Dec 2009; roles 1998 – 2009 | Public payer finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| DaVita Inc. | Director | Sep 2020 – May 2021 | Prior public company board; no current boards |
| TriNet Group, Inc. | Director | Jan 2020 – May 2021 | Prior public company board; no current boards |
Board Governance
- Independence: The Board determined Shawn Guertin (nominee) is independent under NYSE and SEC rules .
- Committee assignments: Not disclosed for Mr. Guertin; current committee composition (as of proxy date) does not list him pending election .
- Board attendance: In 2024, each incumbent director attended at least 75% of Board and committee meetings; attendance does not apply to Mr. Guertin (not a 2024 incumbent) .
- Executive sessions: Independent directors hold executive sessions at each Board meeting, chaired by the Independent Board Chair .
- Board leadership: Independent Board Chair structure; Cheryl Scott served as Chair and the Board disclosed succession to Rick Jelinek as Chair at the 2025 annual meeting .
Fixed Compensation
Non-employee director compensation structure (2024 program; applies upon election):
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Standard director cash retainer |
| RSU grant (annual) | $180,000 grant-date fair value | RSUs vest on earlier of first anniversary of grant and annual meeting, subject to service |
| Committee chair retainers | Audit: $25,000; Compensation: $20,000; Compliance/Regulatory, Nominating & Governance, Strategy: $15,000 | Additional cash for committee chairs |
| Committee member retainers | Audit: $10,000; Compensation: $7,500; Compliance/Regulatory, Nominating & Governance, Strategy: $5,250 | Additional cash for members |
| Independent Board Chair retainer | $150,000 (effective April 2025; prior $100,000) | Increased by Board in April 2025 |
Performance Compensation
- Directors do not have performance-based pay metrics; equity is time-based RSUs. 2024 director RSUs vest on the earlier of June 6, 2025 or the annual meeting, subject to continued service; unvested director RSUs vest upon termination without Cause on or within 12 months following a Change in Control (double-trigger) .
RSU vesting/CoC terms (director program):
| Item | Terms |
|---|---|
| Vesting | Earlier of first anniversary of grant and annual meeting, subject to continued service |
| Change-in-control | Unvested director RSUs vest upon termination without Cause on or within 12 months following a Change in Control |
Other Directorships & Interlocks
- Current public company boards: None for Mr. Guertin .
- Prior boards: DaVita Inc. (Sep 2020–May 2021), TriNet Group, Inc. (Jan 2020–May 2021) .
- Compensation Committee interlocks: None reported for 2024 (committee fully independent) .
Expertise & Qualifications
- Education: B.A. in Mathematics, Boston University .
- Technical/functional: Extensive healthcare finance, enterprise risk oversight, and public company CFO experience .
- Board skills: The proxy highlights skills matrices including risk oversight, healthcare, finance, executive leadership as relevant Board skills categories .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Shawn Guertin | 0 | <1.0% | As of April 10, 2025; outstanding shares: 117,398,726 |
| Ownership guidelines (directors) | 5x annual cash retainer (market value) | Compliance window: 5 years from election/appointment | |
| Hedging/Pledging | Prohibited for directors, officers, and employees | Company policy bans derivative trading and pledging |
Governance Assessment
- Independence and clean related-party profile: Mr. Guertin is affirmatively independent; the company reported no related-party transactions since the beginning of fiscal 2024, reducing conflict risk .
- Alignment: Current beneficial ownership is 0 shares, but directors must meet robust stock ownership guidelines (5x cash retainer) within five years; anti-hedging and anti-pledging policies strengthen alignment with shareholders .
- Compensation structure: Director pay emphasizes cash retainer plus annual RSUs with standardized committee fees; vesting is time-based with double-trigger CoC protection—no performance metrics for directors, limiting pay-for-performance signals at the director level .
- Board effectiveness context: The Board uses executive sessions at each meeting and maintains fully independent committees; 2024 attendance among incumbents was at least 75%+, indicating baseline engagement; committee oversight spans audit, compensation, governance, compliance/cyber/AI, and strategy .
- Transition considerations: As a nominee with recent large-cap CFO tenure in healthcare (CVS, Aetna), Mr. Guertin brings credible finance and risk oversight expertise that is valuable for audit/strategy discussions, though committee assignments are not yet disclosed .