Fiscal year 2023 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses SHCR 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 SHCR in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Jeff Arnold | $614,757 | $0 | $17,218,750 | $0 | $329,000 | $0 | $28,800 | $18,191,307 |
| Founder and Executive Chairman (Former CEO) | ||||||||
| Dawn Whaley | 398,150 | 0 | 6,640,625 | 0 | 211,500 | 0 | 32,314 | 7,282,589 |
| President and Chief Marketing Officer | ||||||||
| Justin Ferrero | 398,150 | 0 | 6,640,625 | 0 | 211,500 | 0 | 15,026 | 7,265,301 |
| President and Chief Financial Officer | ||||||||
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.
| Named executive officer | FY2023 total | FY2022 total | FY2021 total | Δ FY2022→2023 |
|---|---|---|---|---|
| Jeff Arnold | $18,191,307 | $1,141,259 | — | +17,050,048 |
| Dawn Whaley | 7,282,589 | — | — | — |
| Justin Ferrero | 7,265,301 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Justin Ferrero | Option | 0 | 10 | — |
| Dawn Whaley | Option | 0 | 10 | — |
| Jeff Arnold | Option | 0 | 10 | — |
| Jeff Arnold | RSU | 4,604,357 | — | 4,972,706 |
| Dawn Whaley | Option | 1,685,969 | 1.45 | — |
| Jeff Arnold | RSU | 524,268 | — | 566,209 |
| Jeff Arnold | PSU | 418,410 | — | 451,883 |
| Jeff Arnold | Option | 1,901,315 | 10 | — |
| Justin Ferrero | Option | 1,639,802 | 1.05 | — |
| Dawn Whaley | Option | 983,796 | 1.45 | — |
| Dawn Whaley | RSU | 2,039,749 | — | 2,202,929 |
| Dawn Whaley | RSU | 283,979 | — | 306,697 |
| Justin Ferrero | PSU | 226,639 | — | 244,770 |
| Dawn Whaley | PSU | 226,639 | — | 244,770 |
| Dawn Whaley | RSU | 97,657 | — | 105,470 |
| Justin Ferrero | Option | 2,733,042 | 1.05 | — |
| Justin Ferrero | Option | 1,685,969 | 1.45 | — |
| Justin Ferrero | Option | 983,796 | 1.45 | — |
| Dawn Whaley | Option | 2,733,042 | 1.05 | — |
| Dawn Whaley | Option | 475,330 | 10 | — |
| Jeff Arnold | RSU | 3,765,691 | — | 4,066,946 |
| Jeff Arnold | RSU | 151,910 | — | 164,063 |
| Jeff Arnold | Option | 3,096,469 | 1.05 | — |
| Jeff Arnold | Option | 35,630 | 1.05 | — |
| Jeff Arnold | Option | 5,160,814 | 1.05 | — |
| Dawn Whaley | Option | 1,639,802 | 1.05 | — |
| Jeff Arnold | Option | 1,857,852 | 1.45 | — |
| Jeff Arnold | Option | 3,183,817 | 1.45 | — |
| Justin Ferrero | RSU | 2,039,749 | — | 2,202,929 |
| Justin Ferrero | RSU | 283,979 | — | 306,697 |
| Justin Ferrero | RSU | 97,657 | — | 105,470 |
| Justin Ferrero | Option | 475,330 | 10 | — |
The objectives of Sharecare's executive compensation program are to provide a total compensation package to each NEO that will enable Sharecare to attract, retain, incentivize and reward deeply talented and qualified executives, align the interests of Sharecare's executive team with those of its stockholders, encourage individual and collective contributions to the successful execution of Sharecare's short- and long-term business strategies and reward NEOs for performance.
| CEO STI target (% of salary) | 100% |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | not disclosed |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Annual cash retainer | $50,000 |
|---|---|
| Annual equity retainer | $190,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 22,500 / 20,000 / 10,000 |
| Stock ownership guideline | — |
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 | Sharecare | 2023 | Jeff Arnold | $614,757 | $17,218,750 | $0 | $329,000 | $18,191,307 |
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.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Jeff Arnold | DEF 14A | 2024-04-29 | 0001193125-24-122870 | Section “Summary Compensation Table”. As printed: 18,191,307. Filing ↗machine: t71 · r3 · c31 · span 395805–395815 |
| 2 | Section 01, Dawn Whaley | DEF 14A | 2024-04-29 | 0001193125-24-122870 | Section “Summary Compensation Table”. As printed: 7,282,589. Filing ↗machine: t71 · r11 · c31 · span 404438–404447 |
| 3 | Section 01, Justin Ferrero | DEF 14A | 2024-04-29 | 0001193125-24-122870 | Section “Summary Compensation Table”. As printed: 7,265,301. Filing ↗machine: t71 · r7 · c31 · span 400142–400151 |
| 4 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 5 | Sharecare (subject), Section 10b CEO total | DEF 14A | 2024-04-29 | 0001193125-24-122870 | CEO total compensation as printed in Sharecare's own proxy. As printed: 18,191,307. Filing ↗machine: t71 · r3 · c31 · span 395805–395815 |