Stephen Kraus
About Stephen Kraus
Stephen Kraus, age 48, has served as an independent director of NeueHealth, Inc. since March 2016. He is a long‑tenured healthcare venture capitalist at Bessemer Venture Partners (BVP), where he has been an investment professional since 2004 and a partner since 2011. The proxy notes he currently serves on boards of various privately held companies; education not disclosed. We believe Kraus’s core credentials are venture investing and board experience in healthcare, per the company’s qualification summary.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bessemer Venture Partners | Investment professional; Partner | 2004–present; Partner since 2011 | Healthcare-focused venture investor and director on private healthcare companies (proxy summary). |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various privately held companies | Director | Ongoing | Serves on boards of private healthcare companies (not individually listed in proxy). |
| Deer X Ltd. | Director | Not disclosed | Identified in beneficial ownership footnote as a director; relates to BVP structure. |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee (NCGC); Chair is Manuel Kadre. Both qualify as independent.
- Independence: Board determined all directors except G. Mike Mikan and Robert J. Sheehy are independent under NYSE rules; Kraus is independent.
- Attendance: In 2024, the Board held 8 meetings; Audit held 4; Compensation held 3; NCGC held 0. Each director attended at least 75% of Board meetings during their tenure and substantially all committee meetings on which they served.
- Board leadership: Chair is Robert J. Sheehy; Lead Director is Manuel Kadre; CEO/Chair separation is not a fixed policy.
Fixed Compensation (Director Pay)
| Item | Amount/Terms | Source |
|---|---|---|
| Standard annual cash retainer (non-employee director) | $80,000 | |
| Committee member retainer (non-chair) | $10,000 per committee | |
| Standard annual equity (RSU) target | $175,000 grant-date fair value | |
| 2024 one-time adjustment (due to limited 2021 Plan shares) | Grant of 10,500 RSUs (100% vest on first anniversary) + $91,000 supplemental retainer payable on first anniversary; in April 2025 the Committee approved paying the supplemental fee in cash | |
| Stephen Kraus – 2024 fees earned (cash) | $181,000 | |
| Stephen Kraus – 2024 RSU awards (grant-date fair value) | $63,735 | |
| Stephen Kraus – 2024 total compensation | $244,735 |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Vesting | Grant-Date Fair Value | Notes |
|---|---|---|---|---|---|
| RSUs (annual non-employee director grant) | May 13, 2024 | 10,500 | 100% on first anniversary | $63,735 | Company-wide 2024 adjustment due to limited shares; supplemental $91,000 retainer approved for cash payment in April 2025. |
| Stock options (director) | — | — | — | — | No options listed for Kraus among year-end director holdings. |
No performance metrics apply to director equity; awards are time-based RSUs with one-year vesting. No director cash “bonus” program is disclosed.
Other Directorships & Interlocks
| Entity | Type | Role/Connection | Potential Governance Angle |
|---|---|---|---|
| Bessemer Venture Partners entities | 12.2% beneficial owner of NEUE | Kraus is a BVP partner; has an indirect, passive economic interest in BVP-held shares; listed as a director of Deer X Ltd. | Large shareholder affiliation; BVP entered a proxy arrangement to vote any ownership above 9.9% proportionally via Company’s General Counsel, mitigating control concerns. |
| NEA (New Enterprise Associates) | 56.8% beneficial owner (aggregate across NEA funds) | Separate sponsor leading take-private; not tied to Kraus, but significant related-party exposure at Board level via another director (Makhzoumi at NEA). | Take-private was overseen by a Special Committee of independent, disinterested directors with own advisors and a 30-day go-shop. |
Expertise & Qualifications
- Venture capital and healthcare company board experience; company cites his VC background and board service at other healthcare companies as primary qualifications.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Composition Details | As-of Date |
|---|---|---|---|---|
| Stephen (Steve) Kraus | 16,444 | <1% | 5,944 common shares held directly; 10,500 RSUs vesting within 60 days of April 8, 2025; excludes 1,105,176 shares owned by BVP entities; Kraus has an indirect, passive economic interest and is a director of Deer X Ltd. | April 8, 2025 |
| Instrument | Exercisable/Vested | Amount | Notes |
|---|---|---|---|
| Options | — | — | No options listed for Kraus among directors at 12/31/2024. |
| RSUs (outstanding at 12/31/2024) | Unvested (1-year cliff) | 10,500 | Granted May 13, 2024. |
- Director stock ownership guideline: At least 3x annual cash retainer for non-employee directors; enforcement can require retention of at least 50% of net shares until compliant. Compliance status for Kraus not specifically disclosed.
- Hedging/pledging: Hedging prohibited for non-employee directors; pledging requires pre-clearance from General Counsel. No director-specific pledging disclosure for Kraus.
Insider Trades (disclosed references)
| Date Filed | Form | Notes |
|---|---|---|
| May 14, 2024 | Form 4 | Company’s 8-K identifies a Form 4 filing by Stephen Kraus; the proxy discloses a May 13, 2024 grant of 10,500 RSUs to each non-employee director. |
Governance Assessment
- Independence and role: Kraus is an independent director and serves on the Nominating & Corporate Governance Committee, aligning him with board composition/refresh and governance oversight.
- Attendance/engagement: The Board met eight times in 2024 and each director attended at least 75% of Board meetings during their tenure; however, the NCGC held zero meetings in 2024, which may warrant attention given governance responsibilities.
- Ownership alignment: Kraus’s direct ownership is modest (<1%); he holds time‑based RSUs, and the Company has a 3x retainer ownership guideline and anti‑hedging policy, which are positive alignment signals; compliance status for Kraus not disclosed.
- Pay structure signals: 2024 director equity shifted from a $175k-value target to a fixed 10,500 RSUs plus a $91,000 supplemental cash retainer due to plan share constraints; the April 2025 decision to pay the supplemental fee in cash modestly increases cash mix vs. equity for 2024.
- Potential conflicts: Kraus’s affiliation with BVP (12.2% holder) creates a related-party dynamic; mitigating factors include (i) a formal related-person transaction policy with recusal and approval requirements, and (ii) BVP’s proxy arrangement that proportionally votes any shares above 9.9% through the General Counsel. The separate NEA-led take‑private was reviewed and recommended by an independent, disinterested Special Committee with a 30‑day go‑shop, which supports process integrity.
- RED FLAGS to monitor: (1) NCGC holding no meetings in 2024 despite its governance mandate; (2) large VC shareholder interlocks requiring ongoing recusal and transparency; (3) one-time shift toward cash in director pay due to share limitations—explainable, but worth tracking if it persists.