ctev-20250319

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. )


x			Filed by the Registrant
o			Filed by a Party other than the Registrant


CHECK THE APPROPRIATE BOX:
o			Preliminary Proxy Statement
o			Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material Under Rule 14a-12

CLARITEV CORPORATION


(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):
x			No fee required.
o			Fee computed on table in exhibit per Exchange Act Rules 14a-6(i)(1) and 0-11.
o			Fee paid previously with preliminary materials.

2025

Notice of Annual Meeting of
Stockholders and Proxy Statement logo with name.jpg

ABOUT

Claritev

MultiPlan is now Claritev, a healthcare technology, data and insights company focused on delivering affordability, transparency and quality to the U.S. healthcare system. Led by a team of deeply experienced associates, data scientists, and innovators, Claritev provides cutting-edge solutions and services fueled by over 40 years of claims processing data. Claritev leverages world-class technology and AI to power a robust enterprise platform that delivers meaningful insights to drive affordability and price transparency and optimizes networks and benefits design in healthcare. By developing purpose-built solutions that support all key stakeholders — including payors, employers, patients, providers and third parties — Claritev is dedicated to making healthcare more accessible and affordable for all.

For more information, visit claritev.com.

Message from our Chief Executive Officer and Chair of the Board


Dear Stockholders, We’re pleased to invite you to attend our Annual Meeting of stockholders (the “Annual Meeting”) at 9 a.m., Eastern Time, on Wednesday, April 30, 2025. Holders of record of our Class A common stock as of March 7, 2025 are entitled to notice of, and to vote at, the Annual Meeting. To enable participation by a broader number of stockholders, we conduct our Annual Meeting virtually at www.virtualshareholdermeeting.com/CTEV2025. It’s an exciting time to be at Claritev. Last year, I was honored to be selected as the new chief executive officer and to have the opportunity to create value for our clients, lead a talented and passionate group of associates, and serve a mission that matters in the healthcare ecosystem. In 2024, we embarked on a transformational journey to become a world class public company delivering sustainable growth. That journey began with building The Foundation centered on clarity of purpose, alignment of leadership and accountability and focus on operational metrics and strategic priorities to create greater rigor and discipline in our business. Our Board approved the successful completion of a comprehensive capital refinancing that demonstrates our investors’ belief in our vision and enables continued investment in the business to execute. We put a new executive leadership team in place and developed a clear operating plan with a renewed focus on delivering solutions and services that impact healthcare.
			OUR VISION “We’ve laid the foundation to achieve our vision of becoming a technology and data insights company focused on affordability, transparency and quality across the healthcare ecosystem.”
Importantly, we imagined a new vision as a technology and data insights company focused on affordability, transparency and quality across the entire healthcare ecosystem. I’m confident in the value and untapped potential of our products and solutions for payors, employers, brokers, providers and other third parties. This year is the year of The Turn for Claritev. Building on our more than 40-year track record of success, we’ve embarked on an aggressive plan to transform our company to achieve Vision 2030. We’ll be market-aligned, product-led, partner-enabled and technology-driven. Our new brand further cements our new vision and direction as a healthcare technology company that aims to open the aperture on transparency, mutual interest in healthcare and optimal health plan performance. We recently announced a multi-year transformation program designed to modernize operations and deliver meaningful cost efficiencies. This includes our recent selection of Oracle Cloud Infrastructure to power our digital transformation and increase speed to market. We’ve launched a new go-to-market strategy improving our pricing and packaging and targeting new partnerships and channels. We’re also making demonstrable progress with new solution launches, analytic product sales, and a continued focus on our core products to create value for existing clients. As we look forward to 2026 and beyond, when The Way Up kicks into gear, there’s much more to come. We’re moving fast, and we’re not slowing down. We’re grateful to our shareholders for supporting our journey, and to our dedicated associates for their commitment to helping us realize our vision. Travis Dalton Chairman of the Board, President and Chief Executive Officer


2025 Proxy Statement			1

Notice of Annual Meeting of Stockholders

Background




DATE AND TIME	LOCATION	WHO CAN VOTE
Wednesday, April 30, 2025 at 9:00 a.m. EDT	Online only at: www.virtualshareholdermeeting.com/CTEV2025	The record date for determining Stockholders entitled to receive notice of and to vote at the Annual Meeting is March 7, 2025*

*A list of these stockholders will be open for examination by any stockholder for any purpose germane to the 2025 Annual Meeting for a period of 10 days prior to the 2025 Annual Meeting at 7900 Tysons One Place, Suite 400, McLean, Virginia 22102. In addition, this list will be available electronically during the 2025 Annual Meeting at www.virtualshareholdermeeting.com/CTEV2025.

Voting Items


		Board Recommendation
Proposal 1:	Election of the three Class II nominees named in this proxy statement to our Board of Directors	FOR each director nominee
Proposal 2:	Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2025	FOR
Proposal 3:	Advisory vote to approve the compensation of our named executive officers	FOR
Proposal 4:	Approval of the Amendment to the Claritev Corporation 2020 Omnibus Incentive Plan	FOR

Stockholders will also transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

Advance Voting Methods




TELEPHONE	INTERNET	MAIL
1-800-690-6903	www.proxyvote.com	Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717

Kent Bartholomew

Corporate Secretary

This proxy statement and accompanying proxy card are first being made available on or about March 19, 2025.



Whether or not you expect to virtually attend the annual meeting, please submit your proxy as soon as possible. If you do virtually attend the annual meeting, you may revoke your proxy and vote in person. Most stockholders have three options for submitting their proxies prior to the annual meeting: (1) via the internet, (2) by phone, or (3) by signing and returning the enclosed proxy. If you have internet access, we encourage you to appoint your proxy on the internet. It is convenient, and it saves the company significant postage and processing costs.


2			Claritev

Table of Contents


About Claritev			5
Proxy Voting Roadmap			11
Corporate Governance and Board Matters			14
PROPOSAL 1: Election of Directors			14
Claritev Board of Directors			14
Board Classification			14
Selection of Nominees			14
Nomination Process			14
Director Qualifications			15
Director Tenure and Board Refreshment			15
Director Independence			15
Class I I Director Nominees			16
Continuing Directors			18
Director and Director Nominee Skills and Experience Matrix			21
Board’s Role and Responsibilities			21
Oversight of Strategy			22
Role of the Board in Risk Oversight			22
Management Development and Succession Planning			22
Corporate Responsibility			22
Communications with the Board of Directors			23
Board Structure			23
Changes to the Board of Directors in 202 4 and 2025			23
Lead Independent Director			23
Committees of the Board of Directors			24
Board Processes			26
Executive Sessions			26
Director Attendance			26
Board and Committee Evaluation Process			26
Director Education			27
Corporate Governance Documents			27
Compensation of Directors			27
Director Compensation Table			28
Related Party Transactions			29
Related Party Transaction Policy			29
Compensation Committee Interlocks and Insider Participation			29
Transactions with Related Persons			29
Audit Committee Matters			30
PROPOSAL 2: Ratification of Independent Registered Public Accounting Firm			30
Fees			31
Pre-Approval Policy And Procedures			31
Audit Committee Report			32


2025 Proxy Statement			3


Executive Officers			33
Executive Compensation			35
PROPOSAL 3: Advisory Vote to Approve the Compensation of Our Named Executive Officers			35
Executive Summary			35
Named Executive Officers			35
Business/Performance Highlights			35
2024 Executive Compensation Program			35
Stockholder Feedback on Say-on-Pay in 2024			36
Current Stockholder Advisory Vote on Executive Compensation			36
Report of Compensation Committee			36
Compensation Discussion and Analysis			37
Leadership Changes in 2024 and 2025			37
Executive Compensation Objectives and Philosophy			37
Process for Determining 2024 Compensation			38
Considerations in Setting 2024 Compensation			39
Elements of Compensation			39
Other Compensation			44
Key 2025 Compensation Decisions			44
Tax and Accounting Implications			45
Executive Compensation Tables			46
Summary Compensation Table			46
Grants of Plan-Based Awards Table			48
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table			49
Outstanding Equity Awards at Fiscal Year End Table			53
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Non-public Information			54
Option Exercises and Stock Vested Table			54

SEC Form DEF 14A filed by Claritev Corporation