UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

EVOLENT HEALTH, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

2022 PROXY STATEMENT

AND

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS

Thursday, June 9, 2022

10:00 a.m., Eastern Time

Dear Fellow Stockholders,

This year, I write you with three incredible reasons to celebrate. The first is to recognize that we are now more than a decade into growing a legacy of excellence. Ten years ago, Evolent was founded on a vision to help providers and health plans change the way healthcare is delivered and experienced. Since then, we have built a powerful complement of solutions—Evolent Care Partners, New Century Health and Evolent Health Services—that has concretized that vision and now serves 20 million lives on our platform. Now more than ever, Evolent is deeply committed to the movement in our communities toward higher quality care at lower costs.

Our latest annual results yield a second point of pride. In 2021, we sharpened our focus and multiplied our efforts to concentrate on the essentials of Evolent’s vision and mission. All of our three core solutions enjoyed very strong years as a result. The business grew Adjusted EBITDA substantially to $66.3 million¹, and our non-divested assets ultimately produced a revenue increase of 36.7% over 2020². This is fuel for our fire as we continue the uptrend and target significant growth in 2022.

Third, I celebrate the fact that our growth in performance reflects our growth in capabilities and relationships. This past November alone, Evolent announced three new partnerships, bringing our total 2021 partner additions up to ten and substantially exceeding our target. We also grew our capabilities through the acquisition of Vital Decisions, which has enhanced our New Century Health offering and helps patients thoughtfully and purposefully live out their time in accordance with their own values, goals and preferences. Finally, I’m also very pleased that we grew the capabilities and perspectives on our Board by welcoming President and CEO of Blue Cross Blue Shield of North Carolina, Tunde Sotunde, MD, as our newest director.

Throughout this successful evolution, we have remained focused on furthering our relationships and dialogue with you, our investors. Our leadership team and I have continued to engage in enriching discussions with our stockholders throughout the year, and this past fall I again had the privilege of hearing directly many of your views on our strategy, leadership, governance, and approaches to sustainability. These conversations have been, and continue to be, a valued element of our success. I look forward to continuing these discussions with you, and deeply value the trust you place in us through your investment in Evolent.

As ever, I want to acknowledge with sincere appreciation the vitality and dedication of Evolenteers, our employees who make our work happen and who shape the culture of Evolent. Their efforts have allowed us to grow as a stronger, increasingly diverse and more inclusive company. These highly talented individuals have demonstrated a kind of resilience and grit that is the foundation of our performance both as a business, as an employer and as members of the communities that we serve. Simply put, we could not be prouder of who they are and what they represent.

It has been an honor to serve as your Lead Independent Director, and I look forward to continuing to serve in a new capacity as your independent Board Chair. As we make this transition, I also want to thank Frank Williams for his service as Chair and for his continued leadership and dedication to Evolent’s mission. On behalf of Evolent’s Board of Directors and executive team, thank you to our investors, partners and our workforce for continuing to make the Evolent vision of lower cost, higher quality care a growing reality.

Sincerely,

Cheryl Scott

Lead Independent Director

Evolent Health, Inc.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

to be held on June 9, 2022

Date & Time: Thursday, June 9, 2022, 10:00 a.m., Eastern Time		Virtual Information: https://web.lumiagm.com/209916247 password: evolent2022		Record Date: April 14, 2022

Dear Stockholder:

You are invited to attend the 2022 annual meeting of stockholders (the “Annual Meeting”) of Evolent Health, Inc. (the “Company”), a Delaware corporation, which will be held on Thursday, June 9, 2022, at 10:00 a.m., Eastern Time. The Annual Meeting will be held for the following purposes:

In addition, stockholders may be asked to consider and vote upon any other matters that may properly be brought before the Annual Meeting and at any adjournments or postponements thereof.

In light of the coronavirus, or COVID-19, outbreak, for the safety of all of our stakeholders, we have determined that the Annual Meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. Stockholders will be able to attend, vote and submit questions (for a portion of, the meeting) from any location via the Internet at https://web.lumiagm.com/209916247. The password for the Annual Meeting is evolent2022. To participate (e.g., submit questions and/or vote), you will need the control number provided on your proxy card, voting instruction form or notice.

Any action may be taken on the foregoing matters at the Annual Meeting on the date specified above, or on any date or dates to which the Annual Meeting may be adjourned, or to which the Annual Meeting may be postponed.

Our Board of Directors has fixed the close of business on April 14, 2022, as the record date for determining the stockholders entitled to notice of, and to vote at, the Annual Meeting and at any adjournments or postponements thereof.

We make proxy materials available to our stockholders on the Internet. You can access proxy materials at http://ir.evolenthealth.com/financial-info/annual-reports-and-proxy-statements/default.aspx. You also may authorize your proxy via the Internet by following the instructions on that website. In order to authorize your proxy via the Internet you must have the stockholder identification number that appears on the enclosed proxy card.

By Order of our Board of Directors,

Jonathan D. Weinberg

General Counsel and Secretary

Arlington, VA

April 29, 2022

TABLE OF CONTENTS

PROXY STATEMENT

FOR OUR 2022 ANNUAL MEETING

OF STOCKHOLDERS

to be held on June 9, 2022

These proxy materials are being made available in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Evolent Health, Inc., a Delaware corporation, for use at our 2022 annual meeting of stockholders (the “Annual Meeting”) to be held on Thursday, June 9, 2022, at 10:00 a.m., Eastern Time, in a virtual meeting format only, via the Internet at https://web.lumiagm.com/209916247 (password “evolent2022”) or at any postponement or adjournment of the Annual Meeting. There is no physical location for the Annual Meeting. Stockholders will be able to view the Rules of Conduct for the Meeting at http://ir.evolenthealth.com/financial-info/annual-reports-andproxystatements/default.aspx, and submit questions, at https://web.lumiagm.com/209916247 (password “evolent2022”) on the day of the meeting, through the conclusion of the question and answer session that follows.

Distribution of this proxy statement and a proxy card to stockholders is scheduled to begin on or about April 29, 2022, which is also the date by which these materials will be posted. We encourage stockholder participation in the Annual Meeting, which we have designed to promote stockholder engagement. Stockholders will be permitted to ask questions on the ballot items during the meeting, and on other subjects in a question and answer session that will begin at the conclusion of the meeting. You will also be able to listen to the proceedings and cast your vote online.

As permitted by the rules of the Securities and Exchange Commission (the “SEC”), we are making this proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 available to our stockholders electronically via the Internet at http://ir.evolenthealth.com/financial-info/annual-reports-and-proxy-statements/default.aspx. On or about April 29, 2022, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (“Internet Notice”), containing instructions on how to access this proxy statement and vote online. If you received an Internet Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them pursuant to the instructions provided in the Internet Notice. The Internet Notice instructs you on how to access and review all of the important information contained in this proxy statement.

References in this proxy statement to “we,” “us,” “our,” “ours,” and the “Company” refer to Evolent Health, Inc., unless the context otherwise requires.

PROXY STATEMENT HIGHLIGHTS

This summary highlights selected information in this proxy statement — please review the entire document before voting.

Annual Meeting Information

All of our Annual Meeting materials are available in one place at http://ir.evolenthealth.com/financial-info/annual-reports-and-proxy-statements/default.aspx. There, you can download electronic copies of our Annual Report and proxy statement.

2021 Performance Highlights

Below are selected highlights of our financial and operational performance in 2021:

Proxy Statement Highlights

Governance Evolution

We are committed to establishing and maintaining strong corporate governance practices that reflect high standards of ethics and integrity and promote long-term stockholder value. Since the beginning of 2020, the Board has continued to evolve our governance practices and has directly incorporated feedback from our stockholders into the decision-making process. Feedback from our investors was shared with our full Board and directly informed implementation of several key governance enhancements over the past two years:

Robust stock ownership guidelines for our executive officers and directors

Formal policies to ensure that Evolent considers diverse candidates when conducting Board and CEO succession planning

Removal of remaining supermajority vote requirements for charter and by-law amendments

Accelerated declassification of the Board

Market-standard proxy access by-law

Progress on workforce diversity and inclusion goals, including formalization of a Head of Diversity and Inclusion who focuses on Diversity, Inclusion and Corporate Responsibility

Independent Board Chair following Annual Meeting

Board Leadership

In August 2020, as part of the Company’s CEO succession planning process, the Board created a new leadership structure with a new Executive Chair, a continuing strong Lead Independent Director, a new separate Chief Executive Officer and continuing strong independent committee chairs. After careful consideration, the Board determined at that time that having separate CEO and Chair roles, with Mr. Blackley serving as CEO and Mr. Williams serving as Executive Chair, would be in the best interests of the Company and its stockholders. Effective January 2022, Mr. Williams transitioned into the role of non-executive Chair. As part of the Board’s long-term, deliberate approach to leadership succession planning, our current Lead Independent Director, Cheryl Scott, will be assuming the role of independent Board Chair immediately following the Annual Meeting.

Proxy Statement Highlights

2021 Compensation Program Highlights

Our executive compensation program is designed to enable high performance and generate results that will create value for our stockholders. We structure compensation to pay for performance, reward our executives with equity in the Company in order to align their interests with the interests of our stockholders and allow our executives to share in our stockholders’ success, which we believe continues to drive a performance culture, sustains morale and attracts, motivates and retains top executive talent.

Compensation Mix ⁽¹⁾

CEO: Target Pay		Other NEOs: Target Pay

Target and Realized CEO Compensation⁽¹⁾

Proxy Statement Highlights

The primary elements of our fiscal year 2021 executive compensation program are base salary, annual bonuses, equity incentive awards and employee benefits. Our Compensation Committee reviews and approves our executive compensation program, and maintains the discretion to adjust awards and amounts paid to our executive officers as it deems appropriate. We believe our named executive officers are compensated in a manner consistent with our strategy, evolving compensation best practices and alignment with stockholders’ interests.

Below is a more detailed summary of evolving best practices that we have implemented with respect to the compensation of our NEOs because we believe they support our compensation philosophy and are in the best interests of our Company and our stockholders.

PROPOSAL 1:

ELECTION OF DIRECTORS

Our Board currently consists of ten members and is divided into three staggered classes of directors, as nearly equal in number as possible. The members of Class I and Class III are due to stand for election at the Annual Meeting.

On June 10, 2021, we amended our Second Amended and Restated Certificate of Incorporation to phase out the classified Board so that the Board will be fully declassified at the 2023 annual meeting of stockholders. Our Second Amended and Restated Certificate of Incorporation, as amended, provides that (1) the directors standing for election at the Annual Meeting (which includes directors elected to our Board in 2021 who have been nominated for re-election) will be elected for a one-year term expiring at the 2023 annual meeting of stockholders; and (2) beginning in 2023, and at each annual meeting of stockholders thereafter, all directors will be elected for a one-year term expiring at the next annual meeting of stockholders. Culminating in 2023, our Board will be fully declassified.

The Board currently consists of ten members – three directors in Class I and four directors in Class III, with terms expiring at the Annual Meeting, and three directors in Class II, with terms expiring at the 2023 annual meeting of stockholders. Upon unanimous recommendation by the Nominating and Corporate Governance Committee of the Board, the Board proposes that the following nominees, Seth Blackley, David Farner and Peter Grua, each a current Class I Director, and Craig Barbarosh, Kim Keck, Cheryl Scott and Frank Williams, each a current Class III Director, be elected for new terms as described above and until their successors are duly elected and qualified. Each of the nominees has consented to serve if elected. If any of them becomes unavailable to serve as a director, the Board may designate a substitute nominee. In that case, the persons named as proxy holders will vote for the substitute nominee designated by the Board. There is no limit on the number of terms a director may serve on our Board.

Pursuant to the stockholders agreement we entered with certain stockholders at the time of our initial public offering, for so long as University of Pittsburgh Medical Center (“UPMC”) owns at least 40% of the shares of common stock held by it upon the completion of our initial public offering, UPMC will be entitled to nominate two directors to serve on our Board. When UPMC owns less than 40% but at least 5% of the shares of common stock held by it upon the completion of our initial public offering, UPMC will be entitled to nominate one director to serve on our Board. UPMC owns more than 40% of the shares of our common stock it held upon the completion of our initial public offering as of the date of this proxy statement. Pursuant to these provisions, UPMC has designated Diane Holder and David Farner.

Proposal 1: Election of Directors

Director/Nominee Skills Matrix

Director/Nominee

Risk Oversight/ Management Experience

Healthcare Industry Experience

Financial Expertise/ Literacy

Executive Experience

Technology Expertise

ESG Expertise

Government/ Regulatory/ Public Policy Expertise

Craig Barbarosh*

Seth Blackley*

M. Bridget Duffy, MD

David Farner*

Peter Grua*

Diane Holder

Kim Keck*

Cheryl Scott*

Tunde Sotunde, MD

Frank Williams*

Proposal 1: Election of Directors

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE SEVEN DIRECTOR NOMINEES NAMED ABOVE.

Skills Key

Risk Oversight

Healthcare

Finance

Executive

Technology

ESG

Govt/Regulatory

Proposal 1: Election of Directors

Skills Key

Risk Oversight

Healthcare

Finance

Executive

Technology

ESG

Govt/Regulatory

Proposal 1: Election of Directors

Skills Key

Risk Oversight

Healthcare

Finance

Executive

Technology

ESG

Govt/Regulatory

Proposal 1: Election of Directors

Skills Key

Risk Oversight

Healthcare

Finance

Executive

Technology

ESG

Govt/Regulatory

Proposal 1: Election of Directors

Other Directors Not Standing for Election at this Annual Meeting

Directors who will continue to serve after the Annual Meeting are:

Skills Key

Risk Oversight

Healthcare

Finance

Executive

Technology

ESG

Govt/Regulatory

Proposal 1: Election of Directors

Skills Key

Risk Oversight

Healthcare

Finance

Executive

Technology

ESG

Govt/Regulatory

PROPOSAL 2:

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board has appointed the accounting firm of Deloitte & Touche LLP (“Deloitte”) to serve as our independent registered public accounting firm to audit the Company’s consolidated financial statements as of and for the fiscal year ended December 31, 2021 and its internal control over financial reporting as of December 31, 2021.

Stockholder ratification of the appointment of Deloitte is not required by law, the New York Stock Exchange (“NYSE”) or the Company’s organizational documents. However, as a matter of good corporate governance, the Board has elected to submit the appointment of Deloitte to the stockholders for ratification at the Annual Meeting. Even if the appointment is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time if the Audit Committee believes that such a change would be in the best interest of the Company and its stockholders. If stockholders do not ratify the appointment of Deloitte, the Audit Committee will take that fact into consideration, together with such other factors it deems relevant, in determining its next selection of an independent registered public accounting firm. Deloitte is considered by our management to be well-qualified. Deloitte has advised us that neither it nor any member thereof has any financial interest, direct or indirect, in the Company or any of our subsidiaries in any capacity.

A representative of Deloitte will be present at the Annual Meeting, will be given the opportunity to make a statement at the Annual Meeting if he or she so desires and will be available to respond to appropriate questions.

A majority of all of the votes cast at the Annual Meeting at which a quorum is present in person (by virtual attendance) or represented by proxy is required for the ratification of the appointment of Deloitte as our independent registered public accounting firm for the fiscal year ending December 31, 2022. We will treat abstentions as shares that are present and entitled to vote for purposes of determining the presence or absence of a quorum. Abstentions will have no effect on this proposal. Because the ratification of the appointment of the independent auditor is considered a “routine” matter, there will be no broker non-votes with respect to this proposal.

Fee Disclosure

The following is a summary of the fees billed to us by Deloitte for professional services rendered for the fiscal years ended December 31, 2021 and 2020.

Audit Fees

“Audit Fees” include fees associated with professional services rendered for the audit of the financial statements and services that are normally provided by Deloitte in connection with statutory and regulatory filings or engagements. For example, audit fees include fees for professional services rendered in connection with quarterly and annual reports, the issuance of consents by Deloitte to be named in our registration statements and to the use of their audit report in the registration statements and the issuance of an attestation of management’s report on internal controls over financial reporting.

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

Audit-Related Fees

“Audit-Related Fees” refers to fees for assurance services in connection with our securities offerings, as well as related services associated with transactions and proposed transactions (including acquisitions and securities offerings) and permissible internal control services for the SOC 2 reports and management assertion.

Tax Fees

“Tax Fees” refers to fees and related expenses for professional services for tax compliance, tax advice and tax planning.

All Other Fees

“All Other Fees” refers to fees and related expenses for products and services other than services described above, including fees to the independent registered public accounting firm or its affiliates for annual subscriptions to online accounting and tax research software applications and data.

Our Audit Committee considered whether the provision by Deloitte of any services that would be required to be described under “All Other Fees” would have been compatible with maintaining Deloitte’s independence from both management and the Company.

Pre-Approval Policies and Procedures of our Audit Committee

Consistent with SEC policies regarding auditor independence and the Audit Committee’s charter, the Audit Committee is directly responsible for the appointment, compensation, retention, removal and oversight of the independent registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company. Our Audit Committee must pre-approve all audit, non-audit and any other services to be provided by the independent registered public accounting firm. All of the fees billed by Deloitte for the professional services rendered for us for the fiscal years ended December  31, 2021 and 2020, were pre-approved by our Audit Committee.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

AUDIT COMMITTEE REPORT

Notwithstanding anything to the contrary set forth in any of our previous or future filings under the Securities Act of 1933, as amended, (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”), that might incorporate this proxy statement or future filing with the SEC, in whole or in part, the following report shall not be deemed incorporated by reference into any such filing.

The Audit Committee operates pursuant to a charter which is reviewed annually by the Audit Committee. Our management is responsible for the preparation, presentation and integrity of our financial statements, the application of accounting and financial reporting principles and our internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for auditing our financial statements, expressing an opinion as to their conformity with accounting principles generally accepted in the United States and auditing management’s assessment of the effectiveness of internal control over financial reporting.

The undersigned members of the Audit Committee of the Board of Directors of Evolent Health, Inc. submit this report in connection with the committee’s review of the financial reports for the fiscal year ended December 31, 2021 as follows:

Based on the review and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements of Evolent Health, Inc. be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, for filing with the SEC.

Submitted by the Audit Committee

Kim Keck (Chair)

Cheryl Scott

Tunde Sotunde, MD

CORPORATE GOVERNANCE AND BOARD STRUCTURE

Corporate Governance Highlights

The Board continues to evaluate the Company’s corporate governance policies and practices to ensure that the right mix of directors are represented in our boardroom to best serve our stockholders by ensuring effective oversight of our strategy and management.

We are committed to operating our business under strong and accountable corporate governance practices. Our committee charters, code of business conduct and ethics and corporate governance guidelines are available on our website at www.evolenthealth.com. Any stockholder also may request them in print, without charge, by contacting our Secretary at Evolent Health, Inc., 800 N. Glebe Road, Suite 500, Arlington, VA 22203.

Corporate Governance and Board Structure

Stockholder Engagement

Our Board recognizes the importance of regular, two-way dialogue with our investors. Feedback from Evolent’s stockholders is integral to the Board’s decision-making process and accordingly, in 2021, we contacted stockholders representing approximately 71% of Evolent’s outstanding shares to conduct governance-related engagement. We met with stockholders representing approximately 29% of outstanding shares, and Board members also participated in select engagements, which allows for a direct line of communication with our Board.

During these discussions, our Board and management team gained valuable input from our investors on matters including Evolent’s corporate governance practices, executive compensation program, progress on diversity and inclusion and approach to ESG. Feedback from our investors was shared with our full Board and directly informed incremental Board refreshment over the past year, including the addition of Tunde Sotunde, MD as our newest Board member. Other key governance enhancements informed by investor feedback in recent years include:

Robust stock ownership guidelines for our executive officers and directors

Formal policies to ensure that Evolent considers diverse candidates when conducting Board and CEO succession planning

Removal of remaining supermajority vote requirements for charter and by-law amendments

Accelerated declassification of the Board

Market-standard proxy access by-law

Progress on workforce diversity and inclusion goals, including formalization of a Head of Diversity and Inclusion who focuses on Diversity, Inclusion and Corporate Responsibility

Independent Board Chair following Annual Meeting

Governance-related outreach is incremental to, and often interlaced with, Evolent’s normal-course Investor Relations program in which stockholders typically comprising a large majority of our shares are engaged during road shows and conferences. We value each of the conversations we have with our investors, and recognize the specific value of our discussions centered on corporate governance, especially as we continue to enhance our governance practices. We look forward to facilitating ongoing dialogue with our investors in 2022 and beyond.

Board Leadership Structure

As part of our ongoing commitment to strong and accountable corporate governance practices, the Nominating and Corporate Governance Committee regularly reviews the leadership structure of the Board, taking into account the Company and its needs, market practices, board skills and experiences, investor feedback and corporate governance perspectives, among other things. The Board believes it is in the best interests of the Company and its stockholders for the Board to have flexibility in determining the Board leadership structure of the Company based on these factors.

In August 2020, as part of the Company’s CEO succession planning process, the Board created a new leadership structure with a new Executive Chair, a continuing strong Lead Independent Director, a new separate Chief Executive Officer and continuing strong independent committee chairs. After careful consideration, the Board determined at that time that having separate CEO and Chair roles, with Mr. Blackley serving as CEO and Mr. Williams serving as Executive Chair, would be in the best interests of the Company and its stockholders. Effective January 2022, Mr. Williams transitioned into the role of non-executive Chair, and as part of the Board’s long-term, deliberate approach to leadership succession planning, our current Lead Independent Director, Cheryl Scott, will be assuming the role of independent Board Chair immediately following the Annual Meeting.

The Board believes that having a strong independent Chair and independent committee chairs provides an effective balance between strong company leadership and independent oversight. The Board is committed to continuously evaluating this structure to ensure that it promotes effective governance.

Corporate Governance and Board Structure

Board of Directors Meetings and Committees

The Board met ten times during 2021. Each incumbent member of the Board attended 75% or more of the meetings of the Board and of the committees on which he or she served that were held during the period for which he or she was a director or committee member, respectively. We do not have a policy on director attendance at our Annual Meeting. Mr. Williams, Mr. Blackley and Ms. Scott attended our 2021 annual meeting of stockholders.

Committees of our Board include the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, the Compliance and Regulatory Affairs Committee and the Strategy Committee. The principal functions of each of these committees are briefly described below. The Company’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are fully independent under the applicable NYSE listing standards and rules of the SEC. The current charters for each of the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Compliance and Regulatory Affairs Committee are available on our website at www.evolenthealth.com.

x = Current Committee Member

* = Chair

† = Lead Independent Director

Corporate Governance and Board Structure

Corporate Governance and Board Structure

Compensation Consultant

As a good governance practice, in 2021 the Compensation Committee conducted a process to review our compensation consultant. The Compensation Committee reviewed proposals and interviewed potential candidates. The Compensation Committee made the decision to retain Exequity LLP (“Exequity”) as the advising compensation consultant to the Compensation Committee.

The Compensation Committee has the authority under its charter to retain outside consultants or advisors, as it deems necessary or advisable. In accordance with this authority, the Compensation Committee has directly engaged Exequity as its independent compensation consultant to provide it with objective and expert analyses, advice and information with respect to executive compensation. All executive compensation services provided by Exequity were directed or approved by the Compensation Committee and Exequity reports directly to the Compensation Committee on this assignment. Exequity attended a portion of each of the Compensation Committee meetings during 2021. The Compensation Committee has concluded that no conflict of interest exists with Exequity with respect to the services it provided to the Compensation Committee during 2021. Exequity did not provide any services to the Company or its management other than services to the Compensation Committee and we do not currently expect Exequity to provide other services to the Company while serving as the Compensation Committee’s consultant.

In addition to Exequity, members of our human resources, legal and finance departments support the Compensation Committee in its work management by providing data, analysis and recommendations regarding the Company’s executive and director compensation practices and policies and individual pay recommendations.

Corporate Governance and Board Structure

Compensation Committee Interlocks and Insider Participation

Craig Barbarosh, Michael D’Amato, Peter Grua and Cheryl Scott served on our Compensation Committee during 2021. None of the members of our Compensation Committee has at any time been an officer or employee of the Company. During 2021, none of our executive officers served as a member of the board of directors or a compensation committee of any entity for which a member of our Board or Compensation Committee served as an executive officer.

Corporate Governance and Board Structure

Code of Business Conduct and Ethics

Our Board has adopted a code of business conduct and ethics that applies to all of our directors, officers and other employees, including our principal executive officer, principal financial officer and principal accounting officer. Any waiver of the code for directors or executive officers and any amendment of the code may be made only by our Board. We intend to make disclosures of such waivers or amendments required by SEC rules and NYSE listing standards, if any, through publication on our website, www.evolenthealth.com.

Corporate Governance Guidelines

Our Board has adopted corporate governance guidelines that serve as a flexible framework within which our Board and its committees operate. These guidelines cover a number of areas, including the size and composition of the Board, Board membership criteria and director qualifications, director responsibilities, Board agenda, roles of the Chair of the Board, Chief Executive Officer and Lead Independent Director, meetings of independent directors, committee composition, Board member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning. In 2020, we amended our corporate governance guidelines to, among other important governance enhancements, adopt formal policies to ensure that Evolent considers diverse candidates when conducting Board and CEO succession planning.

Executive Sessions of Non-Management Directors

Our corporate governance guidelines provide that the independent directors serving on the Board should hold an executive session during each Board meeting. The executive sessions are chaired by our Chair (if independent) or our Lead Independent Director and facilitate candid discussion of the independent directors’ viewpoints regarding the performance of management and the Company.

Corporate Governance and Board Structure

Corporate and Social Responsibility

We are committed to corporate and social responsibility, and work collaboratively with our stakeholders to promote environmental sustainability, data and privacy security and social responsibility in our business practices. Our Board oversees our corporate and social responsibility programs, and is committed to supporting our efforts to operate as a good corporate citizen. We recently formed a sustainability business resource group to harness the input from employees for future evolution of our efforts.

Pandemic Response

Our mission-driven, service-oriented culture continue to help us navigate the challenges of the COVID-19 pandemic. From the beginning of the pandemic, we were committed to the health and safety of our employees and their families. We implemented 100% work from home across our employee population, instituted work from home office set-up support, created additional mental health offerings and launched a number of holistic wellness initiatives. In 2021, we launched an employee crisis fund to support employees impacted by COVID and/or other personal situations. In addition, we planned to reopen some of our offices but continued support of employees through a voluntary hybrid office model.

Taking Care of Our People

Attention to the wellbeing of our employees is not a new phenomenon for us. We aim to attract and retain the highest caliber of health care talent and strive to cultivate a culture where employees are valued, celebrated and connected to our important mission. Part of that culture is structuring our compensation to annually incent and reward exceptional performance at all levels in the organization. As the business overachieved our financial performance, the Company was able to reward employees with special one-time bonuses and overfunding our annual bonus plan. Ensuring that our employees are compensated fairly and have the appropriate incentives in place to meet and exceed their potential is an integral part of our approach to human capital management.

We also believe that the continued development of our talent is important in continuing to maintain growth as a company as well as the growth of our individual talent. Training programs are available to all employees through our company portal that is managed by our learning and development team and includes a portal where employees can find on-demand learning opportunities in addition to live training sessions. In addition, we hosted an annual training day for all leaders and employees across the organization to engage in personal and professional development.

Diversity, Equity and Inclusion

We believe that Evolent is a stronger company with diverse employees and encourage hiring and retention practices that focus on top performing talent regardless of gender, national origin, ethnicity or other protected class. As part of our focus, we invested in a Head of Diversity, Equity and Inclusion to focus the organization on people, programs, and partnerships that support our evolving organization. In addition, we have organized additional training for leadership in diversity, equity and inclusion throughout the organization and in 2021, hosted our inaugural Day of Understanding to promote allyship and grew to 12 business resource groups (BRGs). We also, launched an internal leadership program that focuses on minority leaders across the organization.    

Community Engagement

Evolent has fostered a mission-driven, service-oriented culture through embracing opportunities for our employees to give back to the community in which they live and work. Our formal program, Evolent Cares, promotes social improvement engagements to help the communities where employees live and work reach their fullest potential. By using time, talents, and finances, we are able to have a multiplier and positive effect on our mission to change the way health care is delivered. Despite the COVID-19 pandemic, in 2021, Evolent employees logged approximately 13,000 hours of community service, raised over $15,000 to support local causes connected to our mission and donated to over 30 local charities during our Season of Giving program.

Corporate Governance and Board Structure

Board’s Role in Risk Oversight

Director Independence

Our corporate governance guidelines provide that our Board shall consist of such number of directors who are independent as is required and determined in accordance with applicable laws and regulations and requirements of the NYSE and SEC rules. The Board has determined affirmatively, based upon its review of all relevant facts and circumstances and after considering all applicable relationships of which the Board had knowledge, between or among the directors and the Company or our management (some of such relationships are described in the section of this proxy statement entitled “Certain Relationships and Related Party Transactions”), that each of the following directors and director nominees has no direct or indirect material relationship with us and is independent under the listing standards of the NYSE and SEC rules: Craig Barbarosh, M. Bridget Duffy, MD, Peter Grua, Kim Keck, Cheryl Scott and Tunde Sotunde, MD. In determining the independence of Tunde Sotunde, MD, who is the President and Chief Executive Officer of Blue Cross Blue Shield of North Carolina, one of our customers, our Board considered the relationship arising through the ordinary course of business between us and Blue Cross Blue Shield of North Carolina, but did not view the relationship as materially impacting its independence determination.

Communications with the Board

Stockholders and other interested parties who wish to communicate with our Board, our Lead Independent Director Cheryl Scott, our independent or non-management directors as a group, any of the committees or any of the individual non-employee directors may do so by sending a letter to the intended recipient, in the care of our Secretary, at Evolent Health, Inc., 800 N. Glebe Road, Suite 500, Arlington, VA 22203. Such correspondence will be relayed to the appropriate director or directors as appropriate.

Corporate Governance and Board Structure

Stockholders may communicate with Mr. Williams and Mr. Blackley, the Board’s employee-directors, by sending a letter addressed to the intended recipient at Evolent Health, Inc., 800 N. Glebe Road, Suite 500, Arlington, VA 22203.

Identification of Director Candidates

On an annual basis, our Board conducts a formal board self-evaluation led by our Nominating and Corporate Governance Committee to determine targeted focus areas. Our Board continually assesses and evaluates its composition, taking into account, among other things, the experience, skills, background and diversity of its members. The Nominating and Corporate Governance Committee evaluates director candidates in accordance with the director membership criteria described in our corporate governance guidelines and our policy statement regarding director nominations. In addition, we are committed to including in any pool of director candidates for consideration highly qualified candidates who would bring gender, racial, and/or ethnic diversity to the Board if chosen. In addition to satisfying relevant independence standards and the requirements of Section 8 of the Clayton Act, the following are the minimum qualifications that candidates for the Board must possess:

The Nominating and Corporate Governance Committee reviews a candidate’s qualifications to serve as a member of our Board based on the skills and characteristics of the individual as well as the overall composition of our Board in light of the Company’s current and expected structure and business needs, regulatory requirements, the diversity of viewpoints represented on the Board and committee membership requirements. The Nominating and Corporate Governance Committee evaluates a candidate’s professional skills and background, experience at the policy-making level in the business, government or non-profit sectors or as a director of a widely-held public corporation, financial literacy, age, independence and past performance (in the case of incumbent candidates), along with qualities expected of all directors, including integrity, judgment, acumen, high professional and personal ethics, familiarity with our business and the time and ability to make a constructive contribution to our Board. The Nominating and Corporate Governance Committee believes it would be desirable for new candidates to contribute to the variety of viewpoints on the Board, which may be enhanced by a mix of different professional and personal backgrounds and experiences. The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. The Nominating and Corporate Governance Committee considers and reviews all candidates in the same manner regardless of the source of the recommendation. Our third amended and restated by-laws provide that any stockholder of record entitled to vote for the election of directors at the applicable meeting of stockholders may nominate persons for election to our Board, if such stockholder complies with the applicable notice procedures, which are discussed under the heading “Other matters-Stockholder Proposals” in this proxy statement.

Corporate Governance Policies Related to Compensation and Equity

Please refer to the “Compensation Discussion and Analysis-Corporate Governance Policies” section of this proxy statement for discussion of our policies with respect to prohibiting derivative trading, hedging and pledging, clawback of compensation, stock ownership guidelines and the tax deductibility of compensation.

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

This Compensation Discussion and Analysis (“CD&A”) focuses on the Company’s 2021 compensation programs, actions and outputs relative to the Company’s 2021 performance. These compensation decisions reflect the Compensation Committee’s application of the Company’s compensation philosophy, plan objectives and performance standards against financial and individual executive performance through the end of 2021. The Company experienced strong positivity to the stock price through 2021, due in part to Company performance as well as continued and global concerns about the COVID-19 pandemic. As described further in this CD&A, the Company’s executive compensation programs strongly align realized compensation outcomes with the Company’s stock price performance. In 2021, the Company introduced a new performance stock unit program to better align long-term compensation with cumulative Adjusted EBITDA and absolute total shareholder return goals over a three-year period. For 2022, the Company continued with a slightly refined approach to a performance stock unit program to continue to align long-term compensation with the performance metrics of cumulative Adjusted EBITDA, absolute total shareholder return and revenue growth over a three-year period.

Named Executive Officers (“NEOs”)

This CD&A describes the compensation of our NEOs named in the Summary Compensation Table for 2021:

Seth Blackley

Chief Executive Officer

John Johnson

Chief Financial Officer

Steve Tutewohl

Chief Operating Officer

Jonathan Weinberg

General Counsel

Aammaad Shams

Corporate Controller

2021 Highlights

Below are highlights of our performance in 2021, including revenue and Adjusted EBITDA, which were the financial performance metrics used for the Company’s 2021 Annual Executive Bonus Plan (the “2021 Bonus Plan”):

Compensation Discussion and Analysis

Strategy Overview

Evolent was founded in 2011 with a mission to change the health of the nation by changing the way health care is delivered, and that mission remains the same today in 2022.

Evolent provides services to risk-bearing entities, including healthcare payers (i.e., insurance companies and managed care organizations) and risk-bearing provider organizations. Evolent works with these clients to promote and facilitate clinical quality and administrative efficiency intended to bring net savings to the estimated $1 trillion in unnecessary overhead and redundant or unnecessary care that occurs each year.

We focus on this opportunity through a business focus on both clinical care solutions and administrative services. In Clinical Solutions, we focus on specialty care management, specifically within the large opportunities within oncology, and cardiology in addition to end-of-life solutions for health plans. We also focus on primary care, partnering with independent physicians to manage financial risk of patient populations on behalf of health plan clients.

Within Evolent Health Services, we provide a technology-enabled platform of full back-office turnkey services to health plans, as well as targeted solutions for risk adjustments for quality and care management.

Our differentiators include a long tenure of focus on value-based care, a large, diversified client roster of 44 operating partners across the United States, deep subject matter expertise and deep clinical knowledge and an outstanding reputation in our specialty areas of focus and an asset-light business model that is profitable, fast growing and characterized by minimal market penetration at the present time.

Year in Review

As of December 31, 2021, our 1-year TSR performance was 72.61%, reflective of our strong results in 2021. For the full year 2021, Evolent reported total revenue growth of approximately 36.7% (excluding revenue for divested assets)¹ significantly ahead of our original outlook for the year. We exceeded our initial outlook for revenue and other key financial metrics because of strong organic growth, as we expanded new client relationships and the average value of those relationships, as well as enjoyed natural growth within our prior year of business as we added new lives and lines of business that had a positive impact on our pricing mix. In addition, newer service offerings (such as Evolent Care Partners) experienced significant growth as we recognized revenue earned through Medicare Shared Savings programs executed in 2020.

While the COVID-19 pandemic retreated then surged again during 2021, Evolent’s core focus on enabling value-based care programs, on behalf of our clients, helped healthcare organizations achieve some stability during a time of significant challenge, as fee for service business models were often significantly challenged during the two-year pandemic.

In addition to strong growth in revenue and various metrics for profitability, Evolent continued to demonstrate the considerable positive and relatively consistent cash flow characteristics of its portfolio. Cash on the balance sheet, net of regulated cash associated with the wind-down of our divested health plan assets, totaled $215.6 million², an increase of $24.7 million compared to the third quarter of 2021. The cash flow generative capabilities of Evolent have allowed the Company to fund continued investments in people, technology and solutions. In addition, the Company had the flexibility and resources to deploy

Compensation Discussion and Analysis

growth capital to expand its portfolio through selective acquisitions. For example, on October 1, 2021, we completed the acquisition of Vital Decisions, a leading provider of technology-enabled advance care planning services. The addition of Vital Decisions’ specialized patient engagement services is intended to help enhance our solutions impact within our specialty care management services solution by improving patient care quality and by adding capabilities in patient engagement, telehealth and end-of-life management.

The Company’s strategy continues to be grounded in three core principles intended to benefit all stakeholders. These strategies are (1) driving strong organic growth in our core solutions; (2) expanding Adjusted EBITDA margins through operational excellence and performance on behalf of our partners; and (3) prudent capital allocation to drive growth.

Additional operational and clinical achievements across 2021 include:

Compensation Discussion and Analysis

Evolving Compensation Program Practices and Responsiveness to Stockholder Engagement

Our compensation programs are designed to focus our leaders on the key areas that drive the business forward and align with the short-term and long-term interests of our stockholders. The Compensation Committee considers many factors when determining our executive’s compensation plans, including financial results, progress on strategic priorities, market trends and stockholder feedback. In the last year, the Compensation Committee made a number of adjustments to our executive compensation program to align with evolving competitive and governance practices, address feedback from our stockholders, and strengthen the link of pay to performance. Changes made in 2020 and 2021 include:

Below is a more detailed summary of evolutions in our compensation practices that we have implemented with respect to the compensation of our NEOs because we believe they support our compensation philosophy and are in the best interests of our Company and our stockholders.

Compensation Discussion and Analysis

Our 2021 Executive Compensation Program and Practices

The Compensation Committee believes that our executive compensation program is appropriately designed to advance stockholder interests through effective performance-based incentives with retention features. The primary components and associated purposes of our compensation program are as follows:

Under our executive compensation program, performance-based incentive compensation comprises a substantial portion of target compensation, and our executive officers have a larger percentage of target compensation at-risk than is fixed relative to total compensation (90% for our CEO, including 75% performance-based compensation (not including time-vested equity), and 73% for our other NEOs combined). The Compensation Committee considers each component of compensation collectively with other components when establishing the various forms, components, and levels of compensation for our executive officers. In determining the appropriate mix of compensation elements for each executive officer, our compensation program seeks to provide a balance between the various components by rewarding performance through annual performance-based cash incentive compensation that encourages achieving and exceeding annual goals designed to advance our long-term growth strategy and also through long-term equity incentive compensation to align our executive officers’ interests with those of our stockholders.

Compensation Discussion and Analysis

Compensation Mix⁽¹⁾

CEO: Target Pay		Other NEOs: Target Pay

Our pay-for-performance philosophy is further illustrated by comparing target total direct compensation to “realized” compensation for our CEO, after taking into account actual performance.

Target and Realized CEO Compensation⁽¹⁾

Compensation Discussion and Analysis

Objectives of our Executive Compensation Program

Our compensation philosophy for executive officers aims to provide incentives to achieve both short- and long-term business objectives, align the interests of both our executive officers and stockholders, and ensure that we can hire and retain talented individuals in a competitive marketplace.

Key objectives of our executive compensation program are as follows:

Role of the Compensation Committee and the CEO

The Board has delegated to the Compensation Committee the responsibility of overseeing the administration of the Company’s compensation plans and the preparation of all reports and documents required by the rules and regulations of the SEC. The Compensation Committee annually reviews and approves the corporate goals and objectives upon which the executive compensation program is based. The Compensation Committee evaluates the CEO’s performance in light of these goals and objectives. Furthermore, the Compensation Committee reviews and makes recommendations to the Board with respect to any incentive compensation plans, including equity-based plans, to be adopted or submitted to the Company’s stockholders for approval.

The Compensation Committee meets at least quarterly throughout the year and may meet more often, as required to address ongoing events. In 2021, the Compensation Committee met five times. Meeting agendas are determined by the Chair of the Compensation Committee with the assistance of our CEO. Our CEO attended all five Compensation Committee meetings, and representatives from the Compensation Committee’s independent compensation consultant, Exequity, attended all five meetings. At the Compensation Committee meetings, our CEO made recommendations to the Compensation Committee regarding the annual base salary, annual cash incentive compensation and equity compensation of our NEOs (other than our CEO and Executive Chair).

Compensation Setting Process

The Compensation Committee makes compensation determinations for our CEO and Executive Chair after consideration of individual and Company performance for the year, along with an examination of external market data of our industry peer group, as described below under “Use of Peer Companies.”

The Compensation Committee makes compensation determinations for our NEOs other than our CEO and Executive Chair based on recommendations made by our CEO, taking into account each NEO’s individual performance (with an assessment of the individual’s accomplishments provided by our CEO) and Company performance, along with an examination of external market data of our industry peer group, as described below under “Use of Peer Companies.”

Compensation Discussion and Analysis

Role of the Independent Compensation Consultant

The Compensation Committee retained Exequity as its independent compensation consultant. The Compensation Committee assessed the independence of Exequity and whether its work raised any conflict of interest, taking into consideration the independence factors set forth in applicable SEC and New York Stock Exchange rules, and determined that Exequity is independent. Exequity took guidance from and reported directly to the Compensation Committee. Exequity advised the Compensation Committee on current and future trends and issues in executive compensation and on the competitiveness of the compensation structure and levels of our NEOs during 2021. At the request of the Compensation Committee, Exequity performed the following services, among others, to inform the Compensation Committee’s decisions regarding executive compensation for 2021:

All services performed for us by Exequity during 2021 were related to executive and non-employee director compensation.

Use of Peer Companies

The Compensation Committee reviewed the Company’s peer group to determine if revisions were needed for 2021 based on changes affecting either the Company or any of the peer group companies. Our process focused on reviewing companies within related industries to develop a peer group that balances industry focus and revenue size, among other considerations. This list was further refined based on business scope and the competitive market for talent.

Based on key metrics for the current peer group and guidance from Exequity, the Compensation Committee adjusted the peer group to better align the Company to the peer group median. In so doing, the Compensation Committee removed Medidata Solutions, Inc. as it was acquired by Dassault Systèmes SE in June 2019. In addition, the Compensation Committee removed Navigant Consulting, Inc. as it was acquired by Veritas Capital backed Guidehouse LLP in October 2019. The Compensation Committee did not replace these peer companies. All of the peer companies are publicly traded and demonstrate appropriate revenue size and industry focus or a level of complexity and business model similar to that of ours. At the time of the Compensation Committee’s review in September 2020, our market capitalization was at the peer group twenty-first percentile, and our revenues approximated the peer group 55^th percentile, based on trailing twelve-month financial information available as of August 31, 2020. The 2021 peer group consisted of the following companies:

Compensation Discussion and Analysis

Compensation data from public filings of companies in our peer group and from published surveys formed the basis of the competitive benchmarking analysis and pay mix comparison. The data provided a useful reference point in the Compensation Committee’s efforts to appropriately align target total executive compensation to that of our peers, which affords our NEOs the opportunity to earn above-target level of compensation for exceptional performance that could be expected to increase value for stockholders, while providing that they would earn less than targeted compensation if the Company’s performance failed to meet expectations.

In determining the structure of our executive compensation program, as well as the individual pay levels of our NEOs the Compensation Committee reviewed competitive market data provided by Exequity, which compared the various elements of compensation provided to our executive officers, relative to compensation paid to individuals holding similar positions at companies in our executive compensation peer group. Exequity worked with the Compensation Committee and Management to assess the data and review our compensation practices. The table below summarizes the relative positioning of target total compensation opportunities for our senior executives as of the time the Compensation Committee reviewed executive pay benchmarking in December 2020, prior to making pay decisions for 2021.

Given the relative positioning of our executive’ pay opportunities within our revised peer group and our executives’ progression in their roles, the Compensation Committee approved significant pay increases (particularly with respect to long-term incentive opportunities) to set target 2021 compensation at levels more comparable to then peer medians.

Say-on-Pay Vote and Compensation Actions Taken

In 2021, we received approximately 97.5% approval on our advisory vote to approve NEO compensation. We considered this in general as an affirmation that our stockholders support our executive compensation program. As detailed in the “Corporate Governance—Stockholder Engagement” section, we regularly engage in investor outreach to better understand our investors’ concerns and to solicit feedback on our governance practices, including our executive compensation program. Our Board and the Compensation Committee greatly value the benefits of maintaining a dialogue with our stockholders to understand their views on our executive compensation program and practices. The Compensation Committee intends to consider the outcome of say-on-pay votes and is devoted to consistently reviewing and enhancing our compensation programs.

Compensation Discussion and Analysis

Elements of our Compensation Program

Base Salary

The Compensation Committee reviews NEO base salaries each year (or otherwise at the time of a new hire or promotion) and makes any adjustments it deems necessary. In setting base salaries, the Compensation Committee considers changes in responsibilities, individual performance, tenure in position, internal pay equity, Company performance, market data for individuals in similar positions and advice from our independent compensation consultant. The Compensation Committee gives no specific weighting to any one factor in setting the level of base salary. As part of the Compensation Committee’s annual review process, base salaries for Messrs. Blackley, Johnson and Shams were increased in January 2021 to better align their compensation versus the market median for comparable executives among our peers. Base salaries for Messrs. Tutewohl and Weinberg remained the same as compared to 2020 because the Compensation Committee determined that market conditions didn’t warrant any additional adjustments. Mr. Shams received an additional market salary adjustment of $25,700 in July 2021 as the Company continued to adjust his salary with market peers with similar role responsibilities.

Annual Cash Incentive Plan

Under our annual performance-based short-term cash incentive plan, which we refer to as the 2021 Bonus Plan, we provide our NEOs with the opportunity to receive a variable, at-risk cash payment. Payments under the 2021 Bonus Plan to our NEOs are determined at the discretion of our Compensation Committee based, in the case of our NEOs other than Mr. Blackley, on recommendations made by Mr. Blackley, considering the executive’s performance as rated on a five-point scale against predetermined performance goals. There were no changes made to the 2021 Bonus Plan as a result of the COVID-19 pandemic.

Each of our NEO’s threshold bonus opportunities, which correspond to three out of five points (or a rating of “meets expectations”), target bonus opportunities, which correspond to four out of five points (or a rating of “exceeds expectations”) and maximum bonus opportunities, which correspond to five out of five points (or a rating of “exceptional performance”) under the 2021 Bonus Plan are set forth in the table below. Bonuses are not awarded in the event of overall performance below the threshold level. Threshold performance would result in payouts equal to 50% of annualized base salary for each of Messrs. Blackley and Tutewohl; 35% of annualized base salary for Messrs. Johnson and Weinberg; and 25% of annualized base salary for Mr. Shams. Because they are calculated based on annualized base salaries, bonus opportunities factor in mid-year salary adjustments.

Compensation Discussion and Analysis

Short-term incentive payments are based on the attainment of company-wide financial objectives, company-wide strategic and operational objectives and an individualized leadership assessment of each executive, each assessed with reference to the Compensation Committee’s five-point scale.

The Compensation Committee, in exercising its judgment and discretion to adjust an award up or down, then considers all facts and circumstances when evaluating performance, including changing market conditions and broad corporate strategic initiatives, along with overall responsibilities and contributions of the executives, in making final award determinations.

Company-Wide Financial Performance Objectives

We value the link between performance and payout. In establishing the 2021 Bonus Plan, the quantitative company-wide financial objectives against which our executives are measured included revenue and Adjusted EBITDA. The Compensation Committee utilized these quantitative company-wide performance objectives because it believes that they are key determinants of stockholder value and offer a comprehensive and clear measure of the Company’s performance.

In order to qualify for target payout under the 2021 Bonus Plan, our revenue was required to be at least $830 million and our Adjusted EBITDA was required to be at least $42 million. When setting targets under the 2021 Bonus Plan, the Compensation Committee took into account revenues that had been attributed to our divested health plan assets in prior years.

The table below sets forth the company-wide financial objectives and actual performance under the 2021 Bonus Plan.