Companies Clover Health Investments, Corp /DE
Clover Health Investments, Corp /DE (CLOV): executive pay, fiscal 2025
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CEO pay, last three years
- $10,154,701FY2023
- $9,476,723FY2024
- $1,319,385FY2025
CEO total pay was $1,319,385 in fiscal 2025, down from $9,476,723 in fiscal 2024.
FY2025: salary $800,000 · bonus $0 · stock awards $0 · option awards $0
Executives and directors
Frequently asked questions
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Full detail
Every table from the filing. Open any section.
Summary compensation table
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Peter Kuipers | $525,000 | $0 | $1,175,929 | $0 | $344,138 | $0 | $0 | $2,045,067 |
| Chief Financial Officer | ||||||||
| Jamie Reynoso | 550,001 | 0 | 0 | 0 | 904,626 | 0 | 13,539 | 1,468,166 |
| Chief Executive Officer of Medicare Advantage | ||||||||
| Andrew Toy | 800,000 | 0 | 0 | 0 | 509,539 | 0 | 9,846 | 1,319,385 |
| Co-Founder and Chief Executive Officer | ||||||||
| Conrad Wai | 495,000 | 0 | 0 | 0 | 704,461 | 0 | 12,477 | 1,211,938 |
| Chief Executive Officer of Counterpart Health | ||||||||
| Brady Priest | 495,000 | 0 | 0 | 0 | 704,461 | 0 | 0 | 1,199,461 |
| Chief Executive Officer of Clover Care Services | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
Three-year trend — total compensation per named executive
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Peter Kuipers | $2,045,067 | $4,984,336 | — | ↓ −2,939,269 |
| Jamie Reynoso | 1,468,166 | 4,792,147 | 2,494,844 | ↓ −3,323,981 |
| Andrew Toy | 1,319,385 | 9,476,723 | 10,154,701 | ↓ −8,157,338 |
| Conrad Wai | 1,211,938 | 4,465,698 | — | ↓ −3,253,760 |
| Brady Priest | 1,199,461 | 4,454,821 | 1,346,996 | ↓ −3,255,360 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Incentive-plan design — the Compensation Discussion & Analysis
The cornerstone of our compensation philosophy is pay-for-performance while also ensuring retention of key executive talent. We tie a significant portion of the total compensation for our executive officers to the achievement of both near-term and long-term Company operating and financial results.
| CEO STI target (% of salary) | 100% |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Aon, plc (Human Capital Practice) |
| Clawback policy | True |
| Anti-hedging | True |
| Anti-pledging | True |
Equity grants and outstanding awards
Grants of plan-based awards — fiscal year 2025
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Peter Kuipers | RSU | 2025-05-19 | — | — | 326,647 | — | $1,175,929 |
Vehicle mix — grant-date fair value by award type
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Peter Kuipers | $1,175,929 | $0 | $0 | 0.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
Outstanding equity awards at fiscal year-end 2025
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Jamie Reynoso | PSU | 31,935 | — | $75,047 |
| Jamie Reynoso | Option | 51,701 | 3.66 | — |
| Jamie Reynoso | PSU | 66,255 | — | 155,699 |
| Brady Priest | Option | 79,349 | 1.26 | — |
| Jamie Reynoso | PSU | 110,620 | — | 259,957 |
| Conrad Wai | PSU | 193,799 | — | 455,428 |
| Brady Priest | RSU | 317,797 | — | 746,823 |
| Peter Kuipers | RSU | 326,647 | — | 767,620 |
| Brady Priest | Option | 362,252 | 1.67 | — |
| Jamie Reynoso | Option | 465,316 | 4.67 | — |
| Andrew Toy | PSU | 505,326 | — | 1,187,516 |
| Jamie Reynoso | PSU | 544,585 | — | 1,279,775 |
| Conrad Wai | RSU | 544,585 | — | 1,279,775 |
| Brady Priest | RSU | 544,585 | — | 1,279,775 |
| Andrew Toy | PSU | 1,433,121 | — | 3,367,834 |
| Andrew Toy | PSU | 3,042,035 | — | 7,148,782 |
| Andrew Toy | RSU | 3,582,291 | — | 8,418,384 |
| Andrew Toy | Option | 3,669,607 | 5.45 | — |
| Andrew Toy | Option | 3,786,201 | 1.67 | — |
| Peter Kuipers | PSU | 4,280,821 | — | 10,059,929 |
| Andrew Toy | Option | 5,334,515 | 2.23 | — |
| Andrew Toy | RSU | 11,142,328 | — | 26,184,471 |
Director compensation
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Demetrios L. KouzoukasIndependent · Lead Independent Director · Audit · Nominating and Corporate Governance · Clinical | $95,000 | $206,096 | $0 | $0 | $0 | $301,096 |
| William G. Robinson, JrIndependent · Talent and Compensation (Chair) · Audit | 80,000 | 206,096 | 0 | 0 | 0 | 286,096 |
| Anna U. LoengardIndependent · Talent and Compensation · Clinical (Chair) | 72,500 | 206,096 | 0 | 0 | 0 | 278,596 |
| Thomas L. TranIndependent · Audit (Chair) · Nominating and Corporate Governance (Chair) | 69,083 | 206,096 | 0 | 0 | 0 | 275,179 |
| Carladenise Armbrister EdwardsIndependent · Talent and Compensation · Nominating and Corporate Governance · Clinical | 67,500 | 206,096 | 0 | 0 | 0 | 273,596 |
| Chelsea ClintonIndependent · Talent and Compensation · Nominating and Corporate Governance · Departed during FY | 65,065 | 206,096 | 0 | 0 | 0 | 271,161 |
| Lee A. ShapiroIndependent · Departed during FY | 62,750 | 206,096 | 0 | 0 | 0 | 268,846 |
| Vivek GaripalliEmployee director · Board Chair | 0 | 0 | 0 | — | 0 | 0 |
| Andrew ToyEmployee director | 0 | 0 | 0 | — | 0 | 0 |
Board fee structure and ownership guideline
| Annual cash retainer | $50,000 |
|---|---|
| Annual equity retainer | $200,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 25,000 / 20,000 / 15,000 |
| Stock ownership guideline | 3x salary (CEO); 1.5x salary (other executive officers) |
Total cost of the board
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $511,898 |
| Equity awards (grant-date value) | $1,442,672 |
| All other compensation | $0 |
| Total cost of the board | $1,954,570 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Peer group, and who names Clover Health Investments, Corp /DE as a peer
Companies that benchmark against CLOV
4 companies name CLOV as a compensation peer
- Alignment Healthcare, Inc.ALHCFY2025
- Astrana Health, Inc.ASTHFY2025
- eHealth, Inc.EHTHFY2025
- Teladoc Health, Inc.TDOCFY2025
Each company listed discloses CLOV in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named CLOV in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
Disclosed peer group — fiscal year 2025
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Peer reciprocity
Of the companies Clover Health Investments, Corp /DE names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer’s own current proxy has been read — each mark is cited in the register to that peer’s filing. A dash means the peer’s current proxy was read and names no reciprocal group including Clover Health Investments, Corp /DE.
Chief executive pay against the peer group
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | GoHealth | 2025 | Vijay Kotte | $969,231 | $10,734,997 | $0 | $0 | $13,757,255 |
| 2 | Privia Health Group | 2025 | Parth Mehrotra | 650,000 | 8,588,373 | 0 | 1,218,750 | 10,472,698 |
| 3 | Phreesia | 2026 | Chaim Indig | 515,000 | 7,562,706 | 0 | 0 | 8,077,706 |
| 4 | Omnicell | 2025 | Randall Lipps | 846,891 | 5,219,576 | 0 | 1,411,485 | 7,531,852 |
| 5 | Progyny | 2025 | Peter Anevski | 870,000 | 3,499,980 | 2,099,995 | 736,890 | 7,220,612 |
| 6 | Jamf | 2024 | John Strosahl | 550,001 | 5,999,997 | 0 | 539,000 | 7,106,371 |
| 7 | Veradigm | 2024 | Tom Langan | 608,333 | 5,221,699 | 0 | 452,926 | 6,297,358 |
| 8 | DocGo | 2025 | Lee Bienstock | 785,000 | 1,926,346 | 0 | 831,315 | 3,571,951 |
| 9 | eHealth | 2025 | Derrick Duke | 290,769 | 1,956,000 | 0 | 414,247 | 3,262,665 |
| 10 | SelectQuote | 2026 | Timothy Danker | 650,000 | 1,595,200 | 0 | 636,589 | 2,899,920 |
| 11 | ModivCare | 2024 | L. Heath Sampson | 792,885 | 1,685,011 | 0 | 0 | 2,520,122 |
| 12 | Clover Health Investments, Corp /DE | 2025 | Andrew Toy | 800,000 | 0 | 0 | 509,539 | 1,319,385 |
Each peer’s compensation is from its most recently filed proxy; fiscal years differ by company. Each peer’s figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Incentive design against the same peers
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Clover Health Investments, Corp /DE | 64% | RSU 60 · Cash LTI 40 | No | Aon, plc (Human Capital Practice) |
| DocGo | 105.9% | RSU 50 · PSU 50 | Yes — TSR relative to the TSR of the constituents of the Nasdaq Health Care Index | Compensia |
| eHealth | not disclosed | PSU 50 · RSU 50 | No | Aon |
| GoHealth | 50% | RSU 100 | not disclosed | Pearl Meyer and Partners, LLC |
| Jamf | not disclosed | RSU 100 | not disclosed | Radford |
| ModivCare | not disclosed | PRSU 60 · RSU 40 | not disclosed | Meridian Compensation Partners, LLC |
| Omnicell | 133.3% | RSU 50 · PSU 50 | No | Exequity |
| Phreesia | 140.3% | PSU 50 · RSU 50 | Yes — Relative TSR | FW Cook, Inc. |
| Privia Health Group | 150% | PSU 60 · RSU 40 | No | Korn Ferry (through September 2025), WTW (starting September 2025) |
| Progyny | 85% | RSU 40 · Options 30 · PSU 30 | No | Semler Brossy |
| SelectQuote | 126% | not disclosed | No | Semler Brossy |
| Veradigm | not disclosed | RSU 50 · PSU 50 | not disclosed | Compensia |
Read from each company’s Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company’s filing does not state the item.
Say-on-pay history and pay ratio
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-06-10 | 1,003,065,402 | 9,811,825 | 1,663,812 | 99.03% | Passed |
| 2025 | 2025-06-10 | 988,724,280 | 6,196,982 | 2,101,320 | 99.38% | Passed |
| 2024 | 2024-06-10 | 950,591,272 | 10,963,460 | 1,793,766 | 98.86% | Passed |
| 2023 | 2023-06-07 | 938,847,123 | 15,400,898 | 1,440,947 | 98.24% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year’s compensation.
Say-on-pay — history, company’s computation
| Meeting year | Meeting date | Approval — company’s computation |
|---|---|---|
| 2026 | 2026-06-10 | 99.03%a |
| 2025 | 2025-06-10 | 99.38%b |
| 2024 | 2024-06-10 | 98.86%c |
a. Approved under the standard stated in the filing — “Abstentions and broker non-votes will have no effect on the outcome of Items 1 and 2 and abstentions will have no effect on the outcome of Item 3.”.
b. Approved under the standard stated in the filing — “Abstentions and broker non-votes will have no effect on the non-binding advisory proposal.”.
c. Approved under the standard stated in the filing — “Abstentions have no effect on the non-binding advisory proposal.”.
Approval percentages are the company’s own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
CEO pay ratio
| Ratio (CEO : median employee) | 10 : 1 |
|---|---|
| CEO total compensation | $1,319,385 |
| Median employee compensation | $136,911 |
Insider trades since the proxy
No insider equity transactions reported since the proxy statement.
Sources (43 citations)
Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.
- Section 01, Peter Kuipers. DEF 14A, filed 2026-04-28. Section “Summary Compensation Table”. As printed: 2,045,067. View filing ↗
- Section 01, Jamie Reynoso. DEF 14A, filed 2026-04-28. Section “Summary Compensation Table”. As printed: 1,468,166. View filing ↗
- Section 01, Andrew Toy. DEF 14A, filed 2026-04-28. Section “Summary Compensation Table” · page 52. As printed: 1,319,385. View filing ↗
- Section 01, Conrad Wai. DEF 14A, filed 2026-04-28. Section “Summary Compensation Table”. As printed: 1,211,938. View filing ↗
- Section 01, Brady Priest. DEF 14A, filed 2026-04-28. Section “Summary Compensation Table”. As printed: 1,199,461. View filing ↗
- Section 03, Peter Kuipers RSU. DEF 14A, filed 2026-04-28. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
- Section 07, pay ratio. DEF 14A, filed 2026-04-28. Section “CEO Pay Ratio”. As printed: 10 : 1. View filing ↗
- Section 08, Demetrios L. Kouzoukas. DEF 14A, filed 2026-04-28. Section “Director Compensation”. As printed: 301,096. View filing ↗
- Section 08, William G. Robinson, Jr. DEF 14A, filed 2026-04-28. Section “Director Compensation”. As printed: 286,096. View filing ↗
- Section 08, Anna U. Loengard. DEF 14A, filed 2026-04-28. Section “Director Compensation”. As printed: 278,596. View filing ↗
- Section 08, Thomas L. Tran. DEF 14A, filed 2026-04-28. Section “Director Compensation”. As printed: 275,179. View filing ↗
- Section 08, Carladenise Armbrister Edwards. DEF 14A, filed 2026-04-28. Section “Director Compensation”. As printed: 273,596. View filing ↗
- Section 08, Chelsea Clinton. DEF 14A, filed 2026-04-28. Section “Director Compensation”. As printed: 271,161. View filing ↗
- Section 08, Lee A. Shapiro. DEF 14A, filed 2026-04-28. Section “Director Compensation”. As printed: 268,846. View filing ↗
- Section 08, Vivek Garipalli. DEF 14A, filed 2026-04-28. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 08, Andrew Toy. DEF 14A, filed 2026-04-28. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 06, 2026 vote. Form 8-K, filed 2026-06-12. Item 5.07 · say-on-pay result. As reported: 99.03% (votes for as printed: 1,003,065,402). View filing ↗
- Section 06, 2025 vote. Form 8-K, filed 2025-06-12. Item 5.07 · say-on-pay result. As reported: 99.38% (votes for as printed: 988,724,280). View filing ↗
- Section 06, 2024 vote. Form 8-K, filed 2024-06-13. Item 5.07 · say-on-pay result. As reported: 98.86% (votes for as printed: 950,591,272). View filing ↗
- Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
- Section 03b vehicle mix (computed). Computed. RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).
- Section 09b board cost (computed). Computed. Cash 511,898 + equity 1,442,672 + all other 0 = 1,954,570, summed across the director compensation table rows.
- GoHealth, Section 10b CEO total. DEF 14A, filed 2026-04-30. CEO total compensation as printed in GoHealth's own proxy. As printed: 13,757,255. View filing ↗
- Privia Health Group, Section 10b CEO total. DEF 14A, filed 2026-04-02. CEO total compensation as printed in Privia Health Group's own proxy. As printed: 10,472,698. View filing ↗
- Phreesia, Section 10b CEO total. DEF 14A, filed 2026-05-14. CEO total compensation as printed in Phreesia's own proxy. As printed: 8,077,706. View filing ↗
- Omnicell, Section 10b CEO total. DEF 14A, filed 2026-04-13. CEO total compensation as printed in Omnicell's own proxy. As printed: 7,531,852. View filing ↗
- Progyny, Section 10b CEO total. DEF 14A, filed 2026-04-10. CEO total compensation as printed in Progyny's own proxy. As printed: 7,220,612. View filing ↗
- Jamf, Section 10b CEO total. DEF 14A, filed 2025-04-29. CEO total compensation as printed in Jamf's own proxy. As printed: 7,106,371. View filing ↗
- Veradigm, Section 10b CEO total. DEF 14A, filed 2026-05-26. CEO total compensation as printed in Veradigm's own proxy. As printed: 6,297,358. View filing ↗
- DocGo, Section 10b CEO total. DEF 14A, filed 2026-04-22. CEO total compensation as printed in DocGo's own proxy. As printed: 3,571,951. View filing ↗
- eHealth, Section 10b CEO total. DEF 14A, filed 2026-04-28. CEO total compensation as printed in eHealth's own proxy. As printed: 3,262,665. View filing ↗
- SelectQuote, Section 10b CEO total. DEF 14A, filed 2026-09-30. CEO total compensation as printed in SelectQuote's own proxy. As printed: 2,899,920. View filing ↗
- ModivCare, Section 10b CEO total. DEF 14A, filed 2025-04-30. CEO total compensation as printed in ModivCare's own proxy. As printed: 2,520,122. View filing ↗
- Clover Health Investments, Corp /DE (subject), Section 10b CEO total. DEF 14A, filed 2026-04-28. CEO total compensation as printed in Clover Health Investments, Corp /DE's own proxy. As printed: 1,319,385. View filing ↗
- Section 10a, ModivCare reciprocity. DEF 14A. ModivCare's most recent proxy was read; its disclosed peer group does not include Clover Health Investments, Corp /DE. View filing ↗
- Section 10a, Omnicell reciprocity. DEF 14A. Omnicell's most recent proxy was read; its disclosed peer group does not include Clover Health Investments, Corp /DE. View filing ↗
- Section 10a, DocGo reciprocity. DEF 14A. DocGo's most recent proxy was read; its disclosed peer group does not include Clover Health Investments, Corp /DE. View filing ↗
- Section 10a, eHealth reciprocity. DEF 14A. eHealth names Clover Health Investments, Corp /DE in its own disclosed peer group (read from its most recent proxy). View filing ↗
- Section 10a, SelectQuote reciprocity. DEF 14A. SelectQuote's most recent proxy was read; its disclosed peer group does not include Clover Health Investments, Corp /DE. View filing ↗
- Section 10a, Privia Health Group reciprocity. DEF 14A. Privia Health Group's most recent proxy was read; its disclosed peer group does not include Clover Health Investments, Corp /DE. View filing ↗
- Section 10a, Phreesia reciprocity. DEF 14A. Phreesia's most recent proxy was read; its disclosed peer group does not include Clover Health Investments, Corp /DE. View filing ↗
- Section 10a, Progyny reciprocity. DEF 14A. Progyny's most recent proxy was read; its disclosed peer group does not include Clover Health Investments, Corp /DE. View filing ↗
- Section 10a, Jamf reciprocity. DEF 14A. Jamf's most recent proxy was read; its disclosed peer group does not include Clover Health Investments, Corp /DE. View filing ↗