Chelsey Berstler
About Chelsey Berstler
Chelsey Berstler is Executive Vice President, Personal Care Services (PCS) at ModivCare, appointed June 10, 2024, age 45; she holds an Executive Education certificate from Stanford GSB and a bachelor’s from Bethel University . She previously served as Chief Commercial Officer at NationsBenefits (Jun 2023–Jun 2024) and spent ~20 years at UnitedHealth Group/Optum in senior leadership roles . Company performance context relevant to her incentive design: 2024 Compensation Adjusted EBITDA was approximately $123 million, resulting in a 0% payout under the 2024 STI; PRSUs introduced in 2024 are tied 40% to EBITDA goals and 60% to relative TSR, aligning compensation with value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NationsBenefits | Chief Commercial Officer | Jun 2023–Jun 2024 | Led significant portions of workforce across call center, client services, operations; drove market strategy, performance, sales and marketing . |
| UnitedHealth Group (UnitedHealthcare, Optum) | VP Medicare Operations Performance; VP Supply Chain & Payment Integrity; VP Affordability; Chief of Staff (OptumRx & Global) | ~2003–2023 (two-decade tenure) | Senior leadership across operations, affordability, payment integrity; executive staff roles supporting large-scale business lines . |
External Roles
| Organization | Role | Years |
|---|---|---|
| The Redemption Project | Board Member | Not disclosed |
Fixed Compensation
| Year | Base Salary (Annual) | Target Bonus % | Actual Bonus Paid | Notes |
|---|---|---|---|---|
| 2024 | $425,000 | 90% of salary | $0 (STI paid at 0% due to Compensation Adjusted EBITDA outcome) | Salary actually paid in 2024 was $286,576 (includes consulting payments prior to appointment) . |
| 2024 Sign-on | $150,000 (after taxes/deductions) | — | — | Paid after one year of employment, or if terminated by the company for any reason other than for cause within one year . |
Performance Compensation
Short-Term Incentive (STI)
| Component | Metric/Weighting | Target | Actual/Payout | Design Notes |
|---|---|---|---|---|
| Company Performance | Compensation Adjusted EBITDA (75%) | Board-approved 2024 budget linkage | ~$123M achieved; payout 0% of target | Payout formula driven entirely by Comp Adj EBITDA; 2024 paid 0% . |
| Individual Goals | Individual performance (25%) | Committee-approved objectives | 0% overall STI (company-level drove zero payout) | Same structure as prior years; design emphasizes consolidated performance . |
| Chelsey’s STI Target | 90% of salary | $382,500 (annualized) | $0 (2024 STI) | Annualized targets do not equal amounts paid due to partial-year and zero payout . |
Long-Term Incentives (LTI) – 2024 Grant
| Grant Date | Instrument | Shares Granted | Grant Date Fair Value | Mix & Vesting | Performance Metrics |
|---|---|---|---|---|---|
| 7/31/2024 | RSUs | 6,518 | Part of $336,127 total | RSUs vest in three approximately equal installments on the first, second, and third anniversaries of grant date (expected: 7/31/2025, 7/31/2026, 7/31/2027), subject to continued employment . | Time-based retention; dividends accrue but pay only upon vest, no voting rights . |
| 7/31/2024 | PRSUs | 9,777 | Part of $336,127 total | PRSUs vest on the third anniversary of grant date (expected: 7/31/2027) subject to continued employment and performance . | 40% tied to EBITDA goals; 60% tied to Relative TSR (rTSR) versus peers; introduced in 2024 to align pay-for-performance . |
| 2024 LTI Mix | PRSUs 60% / RSUs 40% | — | — | Structure intended to motivate long-term retention and performance alignment . | — |
The RSUs/PRSUs granted in 2024 represent inducement awards; Chelsey had no stock option awards in 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Record Date) | No shares beneficially owned; percent of class less than 1% (*) . |
| Outstanding Unvested RSUs (12/31/2024) | 6,518 RSUs; market value $77,173 (at $11.84/share) . |
| Outstanding PRSUs (Target vs. Threshold presentation at 12/31/2024) | Target PRSUs granted: 9,777 ; Outstanding table presents threshold count 4,889 with market/payout value $47,766 (presentation at 50% threshold) . |
| Stock Ownership Guidelines | Other NEOs required to hold shares equal to 3x annual base salary; continuing NEOs must hold compensatory shares until guideline met . |
| Compliance Status (12/31/2024) | None of the NEOs met required holding level at year-end . |
| Hedging/Pledging | Anti-hedging and anti-pledging policies prohibit such transactions or pledging of Company stock for executives and directors . |
| Options | No options outstanding for Chelsey; company disclosure shows RSUs/PRSUs only for her . |
Employment Terms
| Trigger | Cash Payment | Equity Acceleration | Health Coverage | Total (excl. LTD) | Notes |
|---|---|---|---|---|---|
| Resignation for Good Reason | $425,000 | $77,173 (RSUs/PRSUs per terms) | $44,366 (up to 12 months) | $546,539 | Good Reason includes material base pay reduction, >50-mile relocation, or material reduction in responsibilities; notice/cure process applies . |
| Termination without Cause | $425,000 | — | $44,366 (up to 12 months) | $469,366 | Pro rata STI eligible per offer (with Ms. Berstler’s terms) . |
| Termination Upon Change in Control | $212,500 (six months base) | $77,173 | $22,183 (six months) | $311,856 | Double-trigger applies: payment/acceleration only upon termination in connection with/within 12 months after a Change in Control; PRSUs from 2023 have special treatment; RSUs/options accelerate for certain termination scenarios . |
| Disability | — | — | $10,000 monthly LTD until age 65 (policy) | — | LTD benefit policy applies to all NEOs under age 60 . |
| Death | — | — | $100,000 life insurance proceeds | $100,000 | Company-paid life insurance for NEOs . |
| Clawback | — | — | — | — | Company clawback allows recovery of cash/equity incentive compensation for restatements within prior 3 fiscal years per Nasdaq Rule 10D-1; additional clawbacks may be imposed in award agreements . |
Double-trigger framework governs change-in-control benefits; no excise tax “gross-ups” and no single-trigger acceleration per Company “what we do not do” policies .
Compensation Structure Observations
- Equity-heavy mix: Inducement LTI split 60% PRSUs/40% RSUs; PRSU design emphasizes EBITDA and rTSR performance alignment .
- STI rigor: Consolidated Comp Adjusted EBITDA drove 0% payout in 2024, evidencing pay-for-performance mechanics .
- Limited perquisites: All other compensation of $8,062 in 2024; Company limits executive perquisites and maintains clawback, ownership guidelines, anti-hedging/pledging .
Equity Vesting Timeline (Expected, subject to continued employment and PRSU performance)
- RSUs: 7/31/2025, 7/31/2026, 7/31/2027 (three equal tranches) .
- PRSUs: 7/31/2027 (performance-based vesting at 3-year cliff) with 40% EBITDA and 60% rTSR conditions .
Performance & Track Record Context
- PCS operating model: PCS transitioned from a decentralized model to a centralized hybrid operating model in 2024 to balance efficiency with local market expertise, contemporaneous with Ms. Berstler’s onboarding; ModivCare highlighted retention of core leadership and her addition .
- Company outcomes: 2024 revenue maintained consistent with 2023 despite Medicaid redetermination and reimbursement headwinds; Compensation Adjusted EBITDA ~ $123M .
Investment Implications
- Alignment: PRSUs tied to EBITDA and rTSR (60% market condition) increase sensitivity to both execution and relative stock performance; STI zero payout in 2024 underscores performance-contingent pay .
- Retention risk vs. supply: Chelsey holds no beneficially owned common stock as of the record date but has material unvested RSUs/PRSUs; annual RSU vesting through 2027 and PRSU cliff in 2027 could create periodic selling pressure upon vesting, though anti-hedging/pledging and insider-trading preclearance mitigate misuse of information .
- Severance economics: Good Reason/without cause provide up to 12 months’ salary and extended healthcare; double-trigger change-in-control with equity acceleration is moderate, balancing retention and shareholder protection; no tax gross-ups .
- Ownership guideline shortfall: As of year-end 2024, none of the NEOs met ownership guidelines (3x salary for non-CEO); continued accumulation via RSU/PRSU vesting is required, implying time-to-compliance and potential alignment gap near term .