Toyin Ajayi
Evolent HealthAbout Toyin Ajayi
Independent director at Evolent Health since July 2023; age 44. CEO and co-founder of Cityblock Health (CEO since March 2022; President September 2017–March 2022). Education: BA Stanford; MD King’s College London School of Medicine; Master’s degree University of Cambridge. Independence confirmed by the Board under NYSE/SEC rules; other public company boards: none.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cityblock Health | Chief Executive Officer | Mar 2022–present | Leads integrated primary care, behavioral health and social services model for Medicaid/dual-eligibles. |
| Cityblock Health | President | Sep 2017–Mar 2022 | Co-founder; scaled tech-enabled care delivery. |
| Commonwealth Care Alliance | Chief Medical Officer | Not disclosed | Oversight at integrated health plan/care delivery for Medicare/Medicaid populations. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cityblock Health | CEO and Co-Founder | Mar 2022–present | Private company; no EVH-related party transactions disclosed. |
Board Governance
- Independence: Board affirmatively determined Dr. Ajayi is independent (NYSE/SEC standards).
- Attendance: The Board met 12 times in 2024; each incumbent director attended at least 75% of Board and committee meetings during service (Dr. Ajayi included).
- Committees (2024): Compliance & Regulatory Affairs Committee member; Strategy Committee member.
- Committee leadership (effective June 5, 2025): Chair, Compliance & Regulatory Affairs Committee; member, Strategy Committee. Oversight includes regulatory compliance, ethics, cybersecurity risk, and AI use.
- Executive sessions: Independent directors hold executive sessions at each Board meeting, chaired by the Independent Chair.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Standard non-employee director retainer. |
| Committee member retainer | $5,250 | Non-chair retainer for Compliance/Strategy membership. |
| Total cash fees earned | $85,250 | As reported for Dr. Ajayi. |
Performance Compensation
| Equity Element (2024) | Grant-Date Fair Value | Units Outstanding (12/31/2024) | Vesting | CIC Treatment |
|---|---|---|---|---|
| RSUs (annual grant) | $180,000 | 7,709 RSUs | Cliff vest on earlier of June 6, 2025 or the Annual Meeting, subject to service. | Unvested director RSUs vest upon termination without Cause on or within 12 months following a Change in Control. |
| RSUs (annual grant, 2025) | N/A (Form 4) | 21,979 units | Granted at/around 2025 Annual Meeting (non-open market stock award). |
No options or PSUs are used for director compensation; equity is time-based RSUs with service-based vesting only (no performance metrics).
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards | None. |
| Private/non-profit boards | Not disclosed. |
| Interlocks/conflicts | None disclosed; Audit Committee administers related party policy; no related party transactions since beginning of fiscal 2024. |
Expertise & Qualifications
- Healthcare operating leadership (CEO, CMO) with focus on Medicaid and complex populations.
- Clinical and regulatory oversight experience aligned with EVH’s Compliance & Regulatory Affairs mandate (cybersecurity, AI oversight now under her committee leadership).
- Academic credentials: BA (Stanford), MD (King’s College London), Master’s (University of Cambridge).
Equity Ownership
| Item | Value | Source |
|---|---|---|
| Beneficial ownership (shares) | 12,095 | |
| Shares outstanding (EVH Class A) | 117,398,726 | |
| Ownership % (calculated) | ~0.010% | Calculated from cited inputs |
| RSUs outstanding (12/31/2024) | 7,709 | |
| Hedging/pledging policy | Prohibited for directors/officers. | |
| Director ownership guideline | 5× annual cash retainer (market value). | |
| Guideline benchmark | $400,000 (5× $80,000 cash retainer) | |
| Year-end 2024 share price | $11.25 (12/31/2024) | |
| Approx. market value of beneficial shares | ~$136,069 (12,095 × $11.25) | Calculated from cited inputs |
| Time to comply | 5 years from election (July 2023 → July 2028) |
Governance Assessment
- Alignment and independence: Strong independence credentials; equity-heavy director pay (~68% equity, 32% cash in 2024), supporting shareholder alignment via time-based RSUs without guaranteed cash beyond retainer.
- Engagement and oversight: Committee workload and leadership increased in 2025 (Compliance Chair), indicating high engagement in risk oversight (cybersecurity/AI).
- Attendance and diligence: Met at least the 75% attendance threshold in 2024; Board runs executive sessions each meeting.
- Conflicts and red flags: No related party transactions disclosed; hedging/pledging banned; no public board interlocks. RED FLAGS: None identified specific to Dr. Ajayi. Monitoring items: Cityblock’s private status (ensure any commercial ties with EVH would be vetted under related party policy); activist involvement (Engaged Capital cooperation) reshaped committee structures but does not implicate Ajayi’s independence.
Director Compensation (Detail)
| Component | Ajayi (2024) | Structure/Notes |
|---|---|---|
| Cash retainer | $80,000 | Annual non-employee director cash retainer. |
| Committee membership fees | $5,250 | For Compliance/Strategy membership (non-chair). |
| Committee chair fees | $0 (2024) | Chairs receive $15,000 (Compliance/Nominating/Strategy); as of 2025, Ajayi became Compliance Chair. |
| Meeting fees | None | Not part of policy. |
| Equity (RSUs) | $180,000 grant-date fair value | Annual grant; vests at next Annual Meeting or first anniversary. |
| Total director compensation | $265,250 | Fees + RSUs (grant-date fair value). |
| Ownership guideline | 5× cash retainer | 5-year compliance window from election. |
Insider Trades (Director Awards)
| Date | Form | Transaction | Shares | Note |
|---|---|---|---|---|
| Jun 5, 2025 | Form 4 | Stock Award (Grant, non-open market) | 21,979 | Annual director RSU grant reported. |
Say-on-Pay & Shareholder Feedback (Context)
- 2024 say-on-pay approval: ~94.3% support, indicating investor alignment with compensation philosophy.
- Stockholder engagement program active; feedback incorporated into governance and board refreshment.
Compliance Committee Analysis (Context)
- 2024 members: Diane Holder (Chair), Toyin Ajayi, MD; 3 meetings. Scope includes regulatory compliance, ethics, cybersecurity oversight, AI oversight, and responses to regulatory actions.
- 2025: Ajayi appointed Chair; expanded membership with independent directors (Barbarosh, Glass).
Related Party Transactions
- Policy: Audit Committee reviews/approves transactions >$120,000 with related persons; factors include fairness, independence, and investor interest.
- Disclosure: No related party transactions since beginning of fiscal 2024.