Jeff Craig
About Jeff Craig
Jeffery Michael Craig, age 42, has served as NeueHealth’s General Counsel and Corporate Secretary since March 2022; previously he held senior legal roles at MGM Resorts International (since 2013), was an in-house attorney at Western Digital, and a corporate transactional attorney at Gibson Dunn . Company performance during his tenure improved in 2024: revenue was $936.7M and Adjusted EBITDA reached $22.5M, though GAAP net loss was $(99.7)M; TSR on a $100 investment measured in the proxy’s “Pay vs Performance” disclosure was $3.91 (FY22), $0.57 (FY23), and $0.56 (FY24) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MGM Resorts International | Vice President, Legal and other senior legal roles | 2013–March 2020 | Led legal work in a complex, regulated consumer services business |
| Western Digital Corporation | In-house attorney | Not disclosed (prior to 2013) | Corporate legal support at a Fortune 500 technology manufacturer |
| Gibson Dunn | Corporate transactional attorney | Not disclosed | Execution on complex corporate transactions at an international law firm |
External Roles
No public company directorships or external board roles disclosed for Jeff Craig .
Fixed Compensation
| Metric | FY 2022 |
|---|---|
| Base Salary ($) | $380,231 |
| Actual Bonus Paid ($) | $190,115 |
| Stock Awards – RSUs ($) | $250,000 |
| Option Awards ($) | $0 |
| All Other Compensation ($) | $12,200 |
| Total ($) | $832,546 |
Performance Compensation
Long-Term Equity Awards
| Grant Date | Instrument | Number of Shares/Units | Grant-Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| March 7, 2022 | RSUs | 139,665 | $250,000 | Specific schedule not disclosed for Craig; company RSUs typically vest over multi-year schedules as described for other awards |
Annual Incentive (AIP)
| Year | Target Bonus % | Performance Factor | Actual Bonus Paid ($) |
|---|---|---|---|
| 2022 | Not disclosed for Craig | Not disclosed | $190,115 |
| 2024 (program context) | Company determines pool by operating plan; Committee approved 100% performance factor for 2024 awards paid in Jan 2025 (applies to executives broadly) | 100% | Not applicable to Craig as NEO in 2024 |
Company Performance Context
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($000s) | $1,160,802 | $936,657 |
| Net Income (Loss) ($000s) | $(1,265,808) | $(99,717) |
| Adjusted EBITDA (non-GAAP) ($000s) | $(8,480) | $22,496 |
| Pay vs Performance Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Value of $100 Investment (TSR) | $3.91 | $0.57 | $0.56 |
| Net Income ($000s) | $(1,359,880) | $(1,265,808) | $(160,042) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Direct Common Shares Owned | 20,104 (as of March 14–17, 2025 based on Form 4 filings) |
| Shares Outstanding (for % calc) | 8,927,758 (as of April 28, 2025) |
| Ownership (% of Common) | ~0.23% (20,104 ÷ 8,927,758) |
| Stock Ownership Guidelines | Executives must hold ≥3x base salary; CEO 5x; non-compliance may trigger 50% net share retention |
| Hedging and Pledging | Hedging prohibited; pledging requires pre-clearance; no pledging by executives/directors in 2024 |
| Clawback Policy | Committee will recoup incentive comp upon financial restatements if overpaid versus restated results |
Recent Insider Trading Activity (Selling Pressure)
| Trade Date | Transaction | Shares | Price ($) | Holdings After |
|---|---|---|---|---|
| March 7, 2025 | Sale + Option/Event-related (Form 4) | 1,242 | $7.19 | 10,746 direct shares (post-trade) |
| March 13, 2025 | Sale (Form 4) | 3,494 | $6.58 | 20,104 direct shares (post-trade update) |
| Filing References | Company 8-K referenced Form 4s filed by Craig (March 17, 2025) |
Note: Post-trade holdings are reported via third-party Form 4 aggregation; see the SEC Form 4 filing for authoritative details .
Employment Terms
| Provision | Terms |
|---|---|
| Role & Start Date | General Counsel and Corporate Secretary since March 2022 |
| Severance Plan Coverage | Covered by 2021 Severance Plan (excludes CEO and Orozco); benefits for involuntary termination or Good Reason include salary continuation, prorated AIP, COBRA subsidy, and continued vesting of time-based awards during the severance period; change-in-control within 12 months provides lump-sum severance, 100% of target AIP, and full vesting of time-based awards; release and restrictive covenants required |
| Restrictive Covenants | Non-compete, non-solicitation, and non-disparagement attached to severance benefits; clawback for Cause circumstances or covenant breaches |
| Non-Compete/Non-Solicit Definitions | Detailed triggers and cure periods defined in Severance Plan; “Cause” and “Good Reason” definitions specified |
2022 Illustrative Potential Payments for Jeff Craig (from proxy modeling)
| Payment Type | Termination (not in connection with Change of Control) | Termination within 12 months of Change of Control |
|---|---|---|
| Cash Severance | $850,000 | $850,000 |
| Health Benefits (COBRA subsidy estimate) | $17,206 | $17,206 |
| Additional/Accelerated Equity | $30,256 (additional vesting) | $90,768 (accelerated vesting) |
| Total (modeled) | $897,462 | $957,974 |
Investment Implications
- Alignment and ownership: Craig’s direct ownership (~0.23% of common) is modest versus total shares, but executive stock ownership guidelines and a strict hedging/pledging policy support alignment with long-term shareholders .
- Selling pressure and liquidity signals: Two March 2025 Form 4 sales (at ~$6.6–$7.2) indicate near-term selling; as a non-CEO legal executive, these trades typically carry less signaling weight for operations but can contribute to near-term float and sentiment dynamics .
- Retention risk and change-of-control economics: Severance mechanics are moderate (12-month coverage context and modest CiC acceleration), suggesting balanced retention incentives without excessive golden parachute risk; enforceable covenants and clawbacks add governance discipline .
- Performance backdrop: 2024 marked a turn to positive Adjusted EBITDA with improved GAAP net loss, supportive of pay-for-performance narratives; however, TSR metrics in the proxy’s framework reflect significant historical value compression, framing ongoing equity incentive effectiveness and shareholder alignment considerations .