G. Mike Mikan
About G. Mike Mikan
G. Mike Mikan, age 54, is President and Chief Executive Officer of NeueHealth, Inc. (NEUE) and a director, serving as CEO since April 2020 after joining as Vice Chairman and President in January 2019. His prior roles include CEO of Optum and CFO of UnitedHealth Group (1998–2012), Interim CEO of Best Buy (Apr–Sep 2012), President of ESL Investments (2013–2014), and Chairman/CEO of Shot-Rock Capital (2015–2018) . Board leadership at NEUE is non-executive (Chair: Robert J. Sheehy; Lead Director: Manuel Kadre), and the Board has determined Mikan is not independent; he does not serve on Board committees .
Performance context: the company-reported Pay Versus Performance table shows a cumulative TSR index (value of $100 initial investment at NYSE listing) of 0.56 by year-end 2024, with net loss of $160.0 million in 2024; management states the 2024 AIP performance factor was approved at 100% of target .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| UnitedHealth Group / Optum | CFO; CEO of Optum; other executive roles | 1998–2012 | Built payer/services operating expertise; large-scale healthcare operations leadership |
| Best Buy Co., Inc. | Interim CEO | Apr–Sep 2012 | Turnaround/interim leadership at a Fortune 500 retailer |
| ESL Investments, Inc. | President | 2013–2014 | Investment and portfolio operating oversight |
| Shot-Rock Capital, LLC | Chairman & CEO | 2015–2018 | Private investment leadership |
| NeueHealth, Inc. | Vice Chairman & President | Jan 2019–Apr 2020 | Pre-CEO operating leadership and strategy |
| NeueHealth, Inc. | President & CEO; Director | Apr 2020–Present | Chief executive of value-based care platform |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| AutoNation, Inc. | Director | Current | Public company directorship |
Fixed Compensation
Multi-year summary of disclosed compensation (dollars):
| Year | Base Salary | Target Bonus % of Salary | Actual Bonus Paid | Stock Awards (Grant-date FV) | All Other Compensation | Total |
|---|---|---|---|---|---|---|
| 2023 | $1,300,000 | 130% | $1,950,000 | $6,380,464 | $267,595 (incl. life insurance reimbursement and perqs) | $9,898,059 |
| 2024 | $1,300,000 | 130% | $5,330,000 (AIP discretionary + supplemental cash in lieu of equity) | $6,062,500 | $266,607 (incl. $183,824 life insurance reimbursement and $67,991 aircraft use) | $12,959,107 |
Notes:
- AIP 2024 performance factor set at 100% of target; awards paid Jan 2025 .
- CEO receives reimbursement up to $100,000 annually for life insurance premiums plus incremental taxes (tax gross-up) per employment agreement .
Performance Compensation
Annual cash incentive plan (AIP) and equity structure:
-
2024 AIP | Metric | Weighting | Target | Actual | Payout | Timing | |---|---|---:|---:|---:|---| | Company performance factor | N/A | 100% | 100% | 100% of target | Paid Jan 2025 |
-
2024 Long-term incentives (bifurcated due to share pool constraints): ~60% in RSUs (3-year annual vesting) + ~40% supplemental cash bonus (capped at 100% of target; paid Mar 2025) .
Equity awards outstanding (as of Dec 31, 2024):
| Instrument | Grant date | Quantity/Status | Grant/Exercise Price | Expiration | Vesting/Performance detail |
|---|---|---|---|---|---|
| Options | 1/23/2019 | 141,186 exercisable | $83.20 | 1/23/2029 | 25% at 1-year; monthly thereafter over 3 years |
| Options | 2/19/2020 | 65,436 exercisable | $141.87 | 2/19/2030 | 25% at 1-year; monthly thereafter |
| Options | 11/19/2020 | 20,625 exercisable; 0 unexercisable | $184.00 | 11/19/2030 | Standard schedule |
| Options | 2/10/2021 | 93,585 exercisable; 4,068 unexercisable | $184.00 | 2/10/2031 | Standard schedule |
| Options | 3/7/2022 | 28,820 exercisable; 14,409 unexercisable | $143.20 | 3/7/2032 | Standard schedule |
| RSUs | 3/7/2022 | 7,565 unvested | N/A | N/A | 1/3 each year over 3 years |
| RSUs | 1/3/2023 | 95,308 unvested | N/A | N/A | 2-year cliff vest |
| RSUs | 5/4/2023 | 117,753 unvested | N/A | N/A | 1/3 each year over 3 years |
| RSUs | 5/6/2024 | 390,000 unvested | N/A | N/A | 1/3 each year over 3 years |
| RSUs | 5/6/2024 | 580,000 unvested | N/A | N/A | 3-year cliff vest |
| PSUs | 6/28/2021 | 91,875 unearned | N/A | N/A | Price-per-share goals through 6/28/2027; not achieved as of 12/31/2024 |
Special retention grants: In Oct 2023, the Compensation Committee approved special RSUs for NEOs (to address reduced value of prior equity), contingent on an incentive plan amendment approved in May 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 617,583 shares (6.6% of outstanding as of 4/8/2025) |
| Components (60-day window) | 249,454 common; 323,129 options exercisable within 60 days; 45,000 options via Mikan Family Enterprise, LLC |
| Unvested equity | RSUs as listed above; PSUs 91,875 tied to share-price goals not met by 12/31/2024 |
| Ownership guidelines | CEO required to hold ≥5x base salary; if not compliant, must retain ≥50% of net shares from awards |
| Hedging / pledging | Hedging prohibited; pledging requires pre-clearance; no pledges in 2024 |
| Clawback | Policy allows recovery of incentives upon financial restatements |
Change-in-control and award treatment at close of take-private:
- On Oct 2, 2025, NEUE completed its take‑private at $7.33 per share; executives continued in roles and entered into equity rollovers .
- Award treatment: in-the-money options cashed out; out-of-the-money options canceled; time‑based RSUs assumed by the acquirer with same terms; performance‑based RSUs/PSUs canceled for no consideration .
Employment Terms
| Provision | Key terms |
|---|---|
| Role & agreement | Amended & restated employment agreement effective Sep 23, 2021; President, CEO, and Vice Chair |
| Base salary | $1,300,000; subject to Board review |
| Target annual incentive | 130% of base salary; subject to Board review |
| Severance (no CIC) | If terminated without Cause or for Good Reason: 2x base + 2x target bonus + full‑year target bonus for year of termination; paid over 24 months; 24 months of health benefits; 24 months’ worth of time‑based equity continued vesting accelerates |
| Severance (within 24 months of CIC; double-trigger) | Lump sum 2x base + 2x target bonus + full‑year target bonus; full acceleration of all outstanding equity (Special IPO PSU only to extent then vested) |
| Death equity vesting | If <50% vested at death: automatic to 50%; if ≥50%, next 12 months of scheduled vesting accelerate |
| Definitions | “Cause”/“Good Reason” definitions detailed in agreement |
| Perquisites | Life insurance premium reimbursement up to $100,000 annually plus incremental taxes (tax gross-up) |
| Aircraft usage | Limited personal use of leased aircraft with Comp Committee Chair approval; no tax reimbursement |
| Clawback; Hedging/Pledging; Ownership guidelines | See policies above |
Board Governance and Service
| Item | Detail |
|---|---|
| Director since | 2020 |
| Independence | Not independent (CEO); Sheehy also not independent; all others independent |
| Board leadership | Chair: Robert J. Sheehy (non-independent); Lead Director: Manuel Kadre (independent) |
| Committees | Audit: Adkins (Chair), Kadre, Gooden; Compensation: Immelt (Chair), Makhzoumi, Kadre; Nominating/Gov: Kadre (Chair), Kraus; Mikan not on committees |
| Meetings/attendance (2024) | Board met 8 times; all directors attended ≥75% of meetings for their tenure |
| Director pay | Employee directors (Mikan) receive no additional director compensation |
Company Performance During Tenure
Company-reported TSR index and profitability:
| Year | TSR Index (value of $100 initial investment) | Net Income ($000s) |
|---|---|---|
| 2022 | 3.91 | (1,359,880) |
| 2023 | 0.57 | (1,265,808) |
| 2024 | 0.56 | (160,042) |
Financials (annual):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($) | $219,860,000* | $260,925,000* |
| EBITDA ($) | $(144,154,000)* | $(76,197,000)* |
| Net Income ($) | $(1,151,454,000) | $(134,680,000) |
Values retrieved from S&P Global.*
Compensation Structure Analysis
- Cash vs equity mix: 2024 total comp rose to $13.0M from $9.9M in 2023, with a larger discretionary/supplemental cash component due to share pool limits (supplemental bonus replacing ~40% of annual equity) .
- Shift in equity risk: Heavy use of RSUs (time-based) vs performance-based PSUs, with Special IPO PSUs still outstanding but not achieved as of 12/31/2024; 2024 performance-based awards were not highlighted beyond AIP factor .
- Plan modifications: Special RSU retention grants approved Oct 2023 due to prior equity value reductions (stock decline), contingent on 2024 plan amendment approval (approved May 2024) .
Related Party and Governance Considerations
- NEA financing relationships and change of control: NEA and affiliates are major holders with registration rights and credit/warrant agreements; NEA led the take‑private, completed Oct 2, 2025 at $7.33 per share .
- Post-merger equity rollover: Executives, including leadership, rolled 100% of their equity into the private company (alignment/retention signal) .
Past Equity Award Vesting Schedules (selected)
| Grant | Vesting |
|---|---|
| RSUs (most awards) | 1/3 per year over 3 years, subject to continued employment |
| RSUs (1/3/2023 grant) | 2-year cliff vest |
| RSUs (5/6/2024, second grant) | 3-year cliff vest |
| Options | 25% at 1 year; remainder monthly over next 3 years |
| PSUs (6/28/2021) | Price-per-share goals through 6/28/2027; not achieved as of 12/31/2024 |
Employment & Contracts Checklist
| Topic | Disclosed? | Source |
|---|---|---|
| Non-compete / non-solicit | Not specified in proxy for Mikan | — |
| Auto-renewal | Not specified | — |
| Garden leave / post-termination consulting | Not specified | — |
| Severance multiples & CIC triggers | Yes; double-trigger at CIC; 2x base + 2x target + full-year target; equity acceleration | |
| Clawback | Yes (restatement-based) | |
| Tax gross-up | Yes (life insurance reimbursement gross-up) |
Investment Implications
- Alignment and retention: Large unvested RSU overhang (970,000 RSUs granted in 2024 alone) with multi-year vesting and 100% executive rollover into the private company suggest retention incentives and reduced near-term selling pressure; PSUs tied to price hurdles were not in-the-money pre-merger and were canceled at closing, removing upside leverage from those awards .
- Pay-for-performance: 2024 AIP paid at 100% of target, while reported TSR index remained depressed through 2024; equity mix skewed to time-based RSUs and supplemental cash in 2024 could be seen as lowering performance risk in the package amidst share limitations .
- Governance risk mitigants and flags: Clawback, prohibitions on hedging, restricted pledging, and ownership guidelines are positives; presence of a non-independent Chair offset by a Lead Independent Director; life-insurance tax gross-up is a shareholder‑unfriendly feature .
- Transaction economics: Take‑private at $7.33 per share crystallized limited value for historical equity holders relative to option strike levels, with in‑the‑money options cashed out and RSUs rolled/assumed; leadership continuity and rollover favor execution continuity under private ownership .
All citations refer to SEC filings: 2025 DEF 14A [7:x] and 2025-10-02 Form 8-K [1:x].