Jessica Kral
About Jessica Kral
Jessica Kral, age 51, has served as Chief Information Officer (CIO) of ModivCare since June 5, 2023. She holds a BBA in marketing and business finance from the University of Wisconsin–Eau Claire and previously held senior IT leadership roles at UnitedHealth Group/UnitedHealthcare and Optum, including SVP Strategy & Transformation for Optum Health Technology (2021–2023) and SVP/CIO Business Enablement & Technology for Optum Home & Community (2018–2021) . ModivCare’s 2024 short‑term incentive (STI) plan paid 0% after Compensation Adjusted EBITDA came in at approximately $123 million versus targets, aligning cash outcomes with underperformance . Kral beneficially owns 3,902 shares of MODV common stock (<0.03% of 14,293,881 shares outstanding) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Optum Health Technology | SVP Strategy & Transformation | 2021-06 to 2023-05 | Led strategy and transformation initiatives in health technology |
| Optum Home & Community | SVP and CIO, Business Enablement & Technology | 2018-05 to 2021-06 | CIO responsibilities enabling business and technology execution |
| UnitedHealthcare | CIO | n/a | CIO role supporting payer operations and IT leadership |
| UnitedHealth Group | Executive, IT group | n/a | Executive in enterprise IT organization |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 425,000 | 425,000 |
| 2024 Perquisites and Benefits | Amount ($) |
|---|---|
| Health, dental, life and disability insurance premiums | 16,285 |
| Company retirement plan matching contributions | 15,790 |
Notes:
- Deferred Compensation Plan is available, but no NEOs elected to participate in 2024 .
Performance Compensation
STI (Annual Bonus)
- Structure: 75% company financial (Compensation Adjusted EBITDA), 25% individual goals; Kral’s target opportunity is 90% of base salary .
- 2024 outcome: Compensation Adjusted EBITDA ≈ $123 million; STI payout at 0% of target; no 2024 STI paid in March 2025 .
| STI Component | Weighting | Target (as % of salary) | Target ($) | 2024 Actual Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Compensation Adjusted EBITDA | 75% | — | — | 0% of target (companywide) | Paid following year if earned; none for 2024 |
| Individual goals | 25% | — | — | 0% of target (companywide) | Paid following year if earned; none for 2024 |
| Kral total STI target | — | 90% | 382,500 | $0 for 2024 | — |
LTI (Equity) – Design and 2024 Grants
- 2024 LTI mix: 60% PRSUs and 40% RSUs. PRSUs vest 3 years from grant with a 40% EBITDA performance condition and 60% relative TSR (rTSR) market condition; RSUs vest in three equal annual installments .
| Grant | Grant Date | Instrument | Shares/Units (#) | Grant-Date Fair Value ($) | Performance Metric(s) | Vesting |
|---|---|---|---|---|---|---|
| Annual LTI | 2024-02-14 | RSU | 4,345 | 212,471 | N/A | 1/3 annually over 3 years |
| Annual LTI | 2024-02-14 | PRSU (Target) | 6,518 | 376,415 | 40% EBITDA; 60% rTSR | Cliff at 3 years, subject to performance |
| Initial LTI | 2023-06-05 | RSU/PRSU (50/50) | Target value = 125% of base salary | Value only (no units disclosed) | Company EBITDA & rTSR (PRSUs) | RSUs 1/3 per year; PRSUs 3-year cliff |
| Sign‑on equity | 2023-06-05 | RSU | Value = 100,000 | 100,000 | N/A | Per award agreement (RSU) |
Additional PRSU sizing (2024 grant):
- Estimated possible PRSU payouts: Threshold 3,259; Target 6,518; Maximum 13,036 .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial ownership | 3,902 shares (<0.03% of 14,293,881 outstanding) |
| Stock ownership guidelines | NEOs expected to hold stock equal to 3x salary; continuing NEOs had not met required holding levels as of 12/31/2024 |
| Hedging/Pledging | Company prohibits hedging and pledging of company stock by executives and directors |
Outstanding and Unvested Equity at 12/31/2024
| Grant Date | Type | Unvested Units (#) | Market/Payout Value ($) | Notes |
|---|---|---|---|---|
| 2023-06-05 | RSU | 4,907 | 58,099 | RSUs vest in equal thirds annually |
| 2023-06-05 | PRSU (threshold) | 2,674 | 31,660 | PRSUs vest at 3 years, performance-based |
| 2024-02-14 | RSU | 4,345 | 51,445 | RSUs vest in equal thirds annually |
| 2024-02-14 | PRSU (threshold) | 3,259 | 31,840 | PRSUs vest at 3 years, performance-based |
Notes:
- Market values above use $11.84/share, the 12/31/2024 closing price used for proxy calculations .
- No stock options outstanding for Kral are disclosed; option sections list entries only for other executives .
Employment Terms
| Scenario | Cash Payment(s) ($) | Equity Acceleration ($) | Health Insurance ($) | Other | Total ($) |
|---|---|---|---|---|---|
| Resignation for Good Reason (within 1 year post‑CIC) | 212,500 (6 months base) | 109,544 | 38,277 (up to 12 months) | — | 360,321 |
| Termination without Cause | 425,000 (12 months base) | — | 38,277 (up to 12 months) | Pro‑rata STI eligibility for Kral | 463,277 |
| Termination upon Change in Control (double-trigger) | 212,500 (6 months base) | 172,864 | 19,138 (6 months) | — | 404,502 |
| Death | — | — | — | $100,000 life insurance | 100,000 |
| Disability | — | — | — | $10,000 monthly to age 65 (each NEO) | — |
Key terms and policies
- “Good Reason”/“Cause” definitions apply per executive severance policy/offer letters; Kral receives Good Reason benefits only if in connection with or within one year after a change in control .
- Change‑in‑control treatment: generally double‑trigger; 2023 PRSUs have CIC acceleration terms assuming 100% performance for time‑based aspects as specified; RSUs/options accelerate upon qualifying termination within 12 months post‑CIC .
- Clawback compliant with Nasdaq Rule 10D‑1 (3-year lookback for incentive compensation tied to financials subject to restatement) .
- Anti‑hedging/anti‑pledging policies in force .
- Executive Deferred Compensation Plan available; no NEO participation in 2024 .
Multi‑Year Compensation Summary (NEO SCT)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2023 | 237,019 | — | — | — | 191,250 | 13,434 | 441,703 |
| 2024 | 425,000 | — | 588,885 | — | — | 32,076 | 1,045,961 |
Performance Compensation – Metric Detail
| Metric | Weight | Target | Actual (2024) | Payout | Vesting/Comments |
|---|---|---|---|---|---|
| Compensation Adjusted EBITDA (STI) | 75% | Board‑approved budget | ≈$123M | 0% of target (companywide) | Cash, annual; no 2024 STI paid |
| Individual Goals (STI) | 25% | Committee‑set | Not disclosed | 0% of target (companywide) | Cash, annual; no 2024 STI paid |
| PRSU – EBITDA (LTI) | 60% of PRSU value is market (rTSR); 40% EBITDA | 3‑year goals | Not yet measured | n/a | Cliff vest at 3 years, performance-based |
| PRSU – rTSR (LTI) | 60% of PRSU value | 3‑year relative TSR | Not yet measured | n/a | Cliff vest at 3 years, performance-based |
| RSUs (LTI) | n/a | n/a | Time-based | n/a | 1/3 annually over 3 years |
Investment Implications
- Pay-for-performance alignment: Kral’s 2024 cash bonus paid 0% correlating to below‑target company performance (Compensation Adjusted EBITDA ≈ $123M), while equity remains the primary at‑risk vehicle via PRSUs tied to EBITDA and rTSR .
- Retention dynamics: Meaningful unvested RSUs/PRSUs from 2023 and 2024 indicate ongoing retention hooks through at least 2026–2027 (annual RSU vesting and 3‑year PRSU cliffs) .
- Change‑in‑control economics: For Kral, CIC protection is relatively conservative (6 months base salary plus equity acceleration on a double‑trigger basis), suggesting limited windfall risk but adequate continuity incentives .
- Alignment and selling pressure: Anti‑hedging/anti‑pledging policy reduces misalignment risk; however, NEO ownership guideline compliance had not been met as of year‑end 2024, and scheduled RSU/PRSU vesting could create modest supply near vest dates depending on sell‑to‑cover practices .
- Governance/process quality: An independent Compensation Committee oversees plans; clawback policy compliant with Nasdaq 10D‑1 enhances recourse on restated results .