Jeffrey J. Scherman
About Jeffrey J. Scherman
Jeffrey J. Scherman is Chief Accounting Officer and Principal Accounting Officer of NeueHealth; he signed the company’s quarterly reports in Q1 and Q2 2025 and continued as an officer of the Surviving Corporation following the October 2, 2025 take‑private merger . Management reported disclosure controls were effective as of June 30, 2025, an area under the purview of the principal accounting function . Company performance during his recent tenure showed markedly improved net income in 2024 while cumulative TSR since listing remained low .
Company performance (FY, oldest → newest):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($USD Thousands) | (1,359,880) | (1,265,808) | (160,042) |
| Value of $100 Invested (Cumulative TSR) | $391.00 | $57.00 | $56.00 |
Past Roles
No SEC biography disclosure for Scherman was included in the 2025 proxy statement; biographies covered directors only, not officers .
External Roles
No public company board or external directorships for Scherman were disclosed in the 2025 proxy materials .
Fixed Compensation
Scherman was not a Named Executive Officer (NEO) in 2024; as such, his salary/bonus/equity grant detail does not appear in the Summary Compensation Table (which covers Mikan, Matushak, and Orozco) . The company’s compensation philosophy emphasizes pay‑for‑performance and market competitiveness across executives generally .
Performance Compensation
Company‑wide executive incentives in 2024 included a discretionary Annual Incentive Plan (AIP) with a performance factor approved at 100% of target, and annual long‑term awards structured approximately 60% RSUs (three‑year vest) and 40% supplemental cash (paid at 100% of target); Scherman’s individual participation was not disclosed .
Equity Ownership & Alignment
Insider transactions around March 2025 indicate RSU vesting and routine tax‑related sales; acquisitions reflect settled RSUs and dispositions were largely for tax obligations:
| Date (2025) | Acquisition (Shares) | Disposition (Shares) | Price ($/Share) | Notes |
|---|---|---|---|---|
| Mar 6 | 2,491 | — | N/A | RSUs vested and settled |
| Mar 7 | 1,280 | — | N/A | RSUs vested and settled |
| Mar 7 | — | 620 | 7.19 | Open‑market sale (routine) |
| Mar 10 | — | 184 | 7.06 | Tax obligation sale on vesting |
| Mar 11 | 5,500 | — | N/A | RSUs vested and settled |
| Mar 11 | — | 427 | 6.85 | Tax obligation sale on vesting |
| Mar 12 | — | 375 | 6.93 | Tax obligation sale on vesting |
| Mar 13 | — | 1,020 | 6.74 | Tax obligation sale on vesting |
| Mar 14 | — | 353 | 6.13 | Tax obligation sale on vesting |
Alignment policies and merger treatment:
- Stock ownership guidelines require 3x base salary for executive leadership team members; the Compensation Committee may require retention of at least 50% of net shares until compliance .
- Hedging is prohibited; pledging requires pre‑clearance, and no executive officers or directors pledged company securities during 2024 .
- In the take‑private, service‑based RSUs were assumed and converted into Parent RSUs on the same terms; performance‑based RSUs were canceled for no consideration, standardizing post‑merger vesting incentives .
- Executive leadership team members rolled over 100% of their equity interests into the private company, strengthening long‑term alignment .
Employment Terms
Role and post‑merger continuity:
| Item | Detail |
|---|---|
| Position | Chief Accounting Officer (Principal Accounting Officer), signatory on 10‑Q filings |
| Post‑Merger Status | Officer of Surviving Corporation effective Oct 2, 2025 |
| RSU Treatment at Closing | Service‑based RSUs assumed and converted; performance RSUs canceled |
| Controls/Procedures | Disclosure controls effective at reasonable assurance level as of Q2 2025 |
Specific severance, change‑of‑control economics, non‑compete or garden‑leave terms for Scherman were not disclosed. The 2021 Severance Plan details presented in the proxy address NEOs (with CFO terms summarized), but do not specify coverage or terms for the Chief Accounting Officer .
Investment Implications
- Insider selling appears driven by RSU vesting tax obligations and small routine sales, not discretionary liquidation—limiting near‑term selling pressure signals .
- Executive equity rollover in the take‑private increases “skin‑in‑the‑game,” aligning incentives to private equity value creation and retention post‑closing .
- Hedging/pledging restrictions and ownership guidelines materially reduce misalignment risk; no pledging occurred in 2024 .
- Lack of disclosed CAO severance/CoC terms creates transparency gaps on retention economics; broader severance plan disclosures focus on NEOs (CEO/CFO/EVP) .
- Company performance improved substantially in 2024 (net loss narrowed to ~$160M) but cumulative TSR since listing remains low, suggesting equity‑linked incentives may be under pressure; the firm’s stated pay‑for‑performance philosophy is key to future awards/payouts .