ctev-20260320

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.

2026

Notice of Annual Meeting of
Stockholders and Proxy Statement

ABOUT

Claritev

Claritev Corporation is a technology, data and insights company focused on improving transparency, affordability and quality across the healthcare system. Claritev brings objective, market-based insights to some of the healthcare system's most complex decisions - grounded in decades of claims experience. By applying data, analytics and experience, Claritev helps organizations across the healthcare ecosystem better understand costs, pricing and payment dynamics. This clarity enables more informed decision-making, reduces friction and improves how the healthcare system functions in service of greater affordability, alignment and long-term sustainability. Founded in 1980, Claritev brings over 45 years of claims and data experience and builds on world-class technology and artificial intelligence solutions, to deliver its portfolio of product and service offerings.

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. ET, Wednesday, April 29, 2026. Holders of record of our Class A common stock as of March 6, 2026 are entitled to notice of, and to vote at, the Annual Meeting. To enable participation by a broader number of stockholders, we will conduct our Annual Meeting virtually at www.virtualshareholdermeeting.com/CTEV2026. As I reflect on the past year, I am proud of the disciplined progress we have made at Claritev. When we began this journey, we committed to building Vision 2030 — not “Vision 20 Minutes.” That long-term mindset continues to guide our strategy and the oversight of our Board.
In 2025, we completed what we called the Year of the Turn. We returned to positive revenue growth, improved Adjusted EBITDA, and strengthened free cash flow compared to our initial outlook. Just as important, we expanded into new vertical markets and delivered over $67 million of new Annual Contract Value. We also launched a multi-year digital transformation effort and reinforced the operational rigor necessary to build a durable healthcare technology company. Today, we are moving into the next phase: The Way Up. The Way Up represents disciplined growth. It means expanding our core business while investing intentionally in technology, product innovation, and other capabilities that enhance transparency and affordability across the healthcare ecosystem.
Our competitive advantages remain clear: • a comprehensive provider network built over decades • deep workflow expertise and trusted client relationships • proprietary data and intellectual property • high provider acceptance • regulatory insight developed through years of navigating complex markets Artificial intelligence is an important extension of those advantages. We are prioritizing AI where it drives measurable outcomes — revenue growth, cost reduction, and risk mitigation — embedded directly into real-world healthcare workflows. Grounded in data, domain expertise, and trust, our approach reflects both innovation and responsible governance. These strengths, paired with scalable solutions and focused execution, allow us to deliver measurable value for clients navigating rising costs, regulatory complexity, and system fragmentation — advancing transparency, alignment, and technology-driven solutions that improve healthcare economics across the ecosystem. On behalf of the Board of Directors and our leadership team, I thank our associates for their commitment, our clients for their trust, and our stockholders for your continued support. Travis Dalton Chairman of the Board, President and Chief Executive Officer


2026 Proxy Statement			1

Notice of Annual Meeting of Stockholders

Background




DATE AND TIME	LOCATION	WHO CAN VOTE
Wednesday, April 29, 2026 at 9:00 a.m. EDT	Online only at: www.virtualshareholdermeeting.com/CTEV2026	The record date for determining Stockholders entitled to receive notice of and to vote at the Annual Meeting is March 6, 2026*

*A list of these stockholders will be open for examination by any stockholder for any purpose germane to the 2026 Annual Meeting for a period of 10 days prior to the 2026 Annual Meeting at 7900 Tysons One Place, Suite 400, McLean, Virginia 22102. In addition, this list will be available electronically during the 2026 Annual Meeting at www.virtualshareholdermeeting.com/CTEV2026.

Voting Items


		Board Recommendation
Proposal 1:	Election of the four Class III 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 2026	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 20, 2026.



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


Proxy Voting Roadmap			5
Corporate Governance and Board Matters			8
PROPOSAL 1: Election of Directors			8
Claritev Board of Directors			8
Board Classification			8
Selection of Nominees			8
Nomination Process			8
Director Qualifications			9
Director Tenure and Board Refreshment			9
Director Independence			10
Class III Director Nominees			10
Continuing Directors			14
Director and Director Nominee Skills and Experience Matrix			18
Board’s Role and Responsibilities			18
Oversight of Strategy			18
Role of the Board in Risk Oversight			19
Management Development and Succession Planning			19
Corporate Responsibility			19
Communications with the Board of Directors			20
Board Structure			20
Changes to the Board of Directors in 202 5 and 2026			20
Lead Independent Director			20
Committees of the Board of Directors			21
Board Processes			23
Executive Sessions			23
Director Attendance			23
Board and Committee Evaluation Process			24
Director Education			24
Corporate Governance Documents			24
Compensation of Directors			25
Director Compensation Table			26
Related Party Transactions			26
Related Party Transaction Policy			27
Compensation Committee Interlocks and Insider Participation			27
Transactions with Related Persons			27
Audit Committee Matters			28
PROPOSAL 2: Ratification of Independent Registered Public Accounting Firm			28
Fees			29
Pre-Approval Policy And Procedures			29
Audit Committee Report			30


2026 Proxy Statement			3


Executive Officers			31
Executive Compensation			33
PROPOSAL 3: Advisory Vote to Approve the Compensation of Our Named Executive Officers			33
Executive Summary			33
Named Executive Officers			33
Business/Performance Highlights			33
2025 Executive Compensation Program			34
Stockholder Feedback on Say-on-Pay in 2025			34
Current Stockholder Advisory Vote on Executive Compensation			34
Report of Compensation Committee			35
Compensation Discussion and Analysis			35
Leadership Changes in 2025 and 2026			35
Executive Compensation Objectives and Philosophy			36
Process for Determining 2025 Compensation			36
Considerations in Setting 202 5 Compensation			38
Elements of Compensation			38
Other Compensation			43
Key 202 6 Compensation Decisions			43
Tax and Accounting Implications			44
Executive Compensation Tables			45
Summary Compensation Table			45
Grants of Plan-Based Awards Table			46
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table			47
Outstanding Equity Awards at Fiscal Year End Table			49
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Non-public Information			50
Option Exercises and Stock Vested Table			50
Pension Benefits and Nonqualified Deferred Compensation			50
CEO Pay Ratio			51
Pay versus Performance			51
Narrative Disclosure to Pay versus Performance Table			53
Tabular List of Financial Performance Measures			54
Potential Payments Upon Termination or Change in Control			55
Severance Benefits Upon Termination			55
Accelerated Vesting of Equity Awards Upon Termination			61
Amendment to Claritev Corporation 2020 Omnibus Incentive Plan			61
PROPOSAL 4: Approval of the Amendment to Claritev Corporation 2020 Omnibus Incentive Plan			61
Stock Ownership Information			62
Security Ownership of Certain Beneficial Owners and Management			62
Equity Compensation Plan Information			62

SEC Form DEF 14A filed by Claritev Corporation