Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 1, 2022, Evolent Health, Inc. (the "Company") announced that Dan
McCarthy has been named President of the Company, effective September 15, 2022.
Mr. McCarthy, 38, has served as CEO of New Century Health, a subsidiary of the
Company, since 2019, and will continue to serve in this role. Prior to becoming
CEO of New Century Health, Mr. McCarthy held multiple leadership roles within
the Company including Senior Vice President in Partner Development and also as
Chief Growth Officer for New Century Health since joining the Company in 2014.
In connection with Mr. McCarthy's promotion, Mr. McCarthy's annual base salary
has been increased to $460,000. He will be eligible to participate in the
Company's annual performance-based short-term cash incentive plan with a target
bonus of up to 175% of his base compensation in respect of the year ending
December 31, 2022. Mr. McCarthy will also be entitled to receive awards under
the Company's stock incentive plans at the discretion of the Board of Directors
or the Compensation Committee of the Board of Directors.
There are no arrangements or understandings between Mr. McCarthy and any other
person pursuant to which he was appointed as an officer of the Company. There
are no family relationships between Mr. McCarthy and any director or executive
officer of the Company, and he has no direct or indirect material interest in
any transaction required to be disclosed pursuant to Item 404(a) of Regulation
S-K.
In addition, on September 6, 2022, the Company announced that Frank Williams has
expressed his intent not to stand for re-election at the Company's 2023 Annual
Meeting. Mr. Williams will continue to serve as a director until the 2023 Annual
Meeting. The decision of Mr. Williams was not due to any disagreement relating
to matters concerning the Company's operations, policies or practices, and the
Board is greatly appreciative of Mr. Williams' guidance, leadership and
commitment to the Company.
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