Jay Matushak
About Jay Matushak
Jay Matushak is Chief Financial Officer of NeueHealth, Inc., promoted into the role on May 12, 2023 . He remained an officer of the surviving corporation following the October 2, 2025 take‑private merger, signaling continuity through the transaction . 2024 company TSR equated to a $100 initial investment valued at $56 at year‑end (down ~44% since listing), with 2024 net loss of $160.0 million, framing a challenging equity backdrop for pay‑for‑performance alignment . Operationally, NeueHealth delivered consecutive quarters of adjusted EBITDA profitability in 2025 (Q1: $13.5M; Q2: $19.0M) on revenues of $215.8M and $209.1M, respectively, underpinning improving execution during his CFO tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NeueHealth, Inc. | Chief Financial Officer | 2023–present | Led finance through improved adjusted EBITDA profitability and take‑private transaction |
External Roles
No external directorships or board roles disclosed in company filings reviewed .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $534,616 | $560,000 |
| Actual Annual Bonus ($) | $400,961 | $1,044,000 (AIP + supplemental bonus) |
| Stock Awards (Grant‑date Fair Value, $) | $821,412 | $1,575,000 |
| All Other Compensation ($) | $14,705 | $16,497 |
| Total Compensation ($) | $1,771,694 | $3,195,497 |
- Ownership guidelines: executives must hold ≥3× base salary in company shares; retention of ≥50% of net shares may be required if not in compliance .
- 2024 AIP awards were determined at 100% of target, paid January 2025; supplemental cash awards tied to equity program constraints were paid March 2025 .
Performance Compensation
Annual Incentive Plan (AIP) – 2024
| Element | Detail |
|---|---|
| Metric | Company operating plan performance; committee approved 100% performance factor |
| Target | Not disclosed for CFO |
| Actual | 100% of target |
| Payout ($) | $1,044,000 cash (includes supplemental bonus) |
| Timing/Vesting | Cash awards paid Jan 2025; supplemental bonus paid Mar 2025 |
Equity Awards (Outstanding at 12/31/2024)
| Grant Date | Type | Units | Market Value at 12/31/24 ($) | Vesting Terms |
|---|---|---|---|---|
| 3/7/2022 | RSU | 2,444 | $18,134 | 1/3 annually, subject to continued employment |
| 5/9/2022 | RSU | 978 | $7,257 | 1/3 annually, subject to continued employment |
| 1/03/2023 | RSU | 13,237 | $98,219 | Vests on second anniversary of grant date |
| 5/04/2023 | RSU | 12,680 | $94,086 | 1/3 annually, subject to continued employment |
| 5/06/2024 | RSU | 72,000 | $534,240 | One of two RSU grants; second grant vests on third anniversary; others vest 1/3 annually |
| 5/06/2024 | PSU (price‑goal) | 180,000 | $1,335,600 | Vests upon achieving share price goals; as of 12/31/2024, goals not achieved |
Stock Options (Outstanding)
| Grant Date | Exercisable | Unexercisable | Strike ($) | Expiration |
|---|---|---|---|---|
| 11/13/2021 | 1,854 | 0 | $632.00 | 11/03/2031 |
- Plan mechanics: 2016 Equity Plan allows the Board discretion on vesting/exercisability upon termination; awards may be canceled/paid out in change‑in‑control depending on consideration vs exercise price . The 2021 Equity Plan permits substitution/assumption or acceleration at change‑in‑control, with PSUs accelerated at target if the performance period has not ended; awards can be canceled for cash value at the committee’s discretion .
Equity Ownership & Alignment
| Component | Amount |
|---|---|
| Beneficial Ownership (shares) | 42,882 shares; less than 1% of outstanding |
| Breakdown (per footnote) | 40,050 common shares; 1,854 options exercisable within 60 days; 978 RSUs vest within 60 days (as of 4/8/2025) |
| Shares Outstanding (reference base) | 8,927,758 (as of 4/28/2025) |
| Ownership Guidelines | 3× base salary for executive leadership; retention rules if not in compliance |
| Hedging/Pledging | Hedging prohibited; pledging requires pre‑clearance; no pledging disclosed for Matushak |
- Price context for equity awards: closing price on 12/31/2024 was $7.42, used for market values in the outstanding awards table .
Employment Terms
| Provision | Terms |
|---|---|
| Severance Plan Eligibility | Covered under 2021 Severance Plan (not CEO/Orozco) |
| Severance Cash | 78 weeks of base pay + 1.5× target individual incentive award, paid over the severance period (or lump sum if within 12 months after change‑in‑control) |
| COBRA | Company subsidizes portion above active employee cost for 12–18 months per plan terms |
| Prorated AIP | Prorated incentive award based on months worked; paid with regular AIP timing |
| Equity | Continued vesting of time‑based unvested awards during severance period |
| Change‑in‑Control Treatment | Lump‑sum severance; 2016/2021 plans permit substitution/acceleration/cancellation for value per committee/board discretion |
- Transaction outcome: On Oct 2, 2025, officers (including Jay Matushak) became officers of the surviving corporation; multiple shareholders and insiders (including Matushak) entered rollover agreements contributing company securities in exchange for LP interests, indicating continued alignment post‑closing .
Investment Implications
- Pay‑for‑performance alignment: 2024 AIP funded at 100% of target despite negative GAAP net income and depressed TSR, reflecting emphasis on operational plan execution and multi‑year turnaround rather than near‑term GAAP profitability; equity mix (RSUs/PSUs) maintains at‑risk orientation tied to stock price outcomes .
- Vesting calendar and potential selling pressure: Significant RSU tranches (e.g., 72,000 units granted 5/6/2024) vest on annual cycles and/or third anniversary, creating predictable windows for 10b5‑1 programs or net‑share sales; PSUs (180,000 units) only vest upon price goals, limiting near‑term supply unless thresholds are met .
- Option incentives: Legacy options at $632 strike are deeply out‑of‑the‑money relative to the $7.42 year‑end 2024 price, minimizing option exercise‑driven selling and suggesting RSUs/PSUs are primary equity incentives going forward .
- Retention risk buffering: The 2021 Severance Plan (78 weeks base + 1.5× target bonus; continued time‑based vesting; COBRA subsidy) provides meaningful downside protection and retention incentives; post‑merger officer continuity and rollover participation further reduce near‑term transition risk .
- Governance safeguards: Clawback in restatement scenarios; hedging ban and controlled pledging; ownership guidelines (3× salary) promote alignment, though individual compliance status is not disclosed .