DEF 14A

DEF 14A 1 d326880ddef14a.htm DEF 14A DEF 14A

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:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under § 240.14a-12

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):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

2022 PROXY STATEMENT

AND

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS

LOGO

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,

LOGO

Cheryl Scott

Lead Independent Director

Evolent Health, Inc.

⁽¹⁾	Non-GAAP measure, see Appendix A for definition and reconciliation to net loss attributable to common shareholders of Evolent Health, Inc. Net loss attributable to common shareholders of Evolent Health, Inc. was $37.6 million for the year ended December 31, 2021.

⁽²⁾	Non-GAAP measure, see Appendix A for definition and reconciliation to total revenue. GAAP total revenue for the years ended December 31, 2021 and 2020 was $908.0 million and $924.6 million, respectively.

LOGO

EVOLENT HEALTH, INC.

800 N. Glebe Road, Suite 500

Arlington, VA 22203

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:

1.	To elect seven Class I and Class III director nominees named in the proxy statement to serve on our Board of Directors;

2.	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022; and

3.	To approve the compensation of our named executive officers for 2021 on an advisory basis.

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,

LOGO

Jonathan D. Weinberg

General Counsel and Secretary

Arlington, VA

April 29, 2022

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on June 9, 2022

This proxy statement and our 2021 Annual Report to Stockholders are available at

http://ir.evolenthealth.com/financial-info/annual-reports-and-proxy-statements/default.aspx

You may request and receive a paper or email copy of our proxy materials relating to the Annual Meeting and any future stockholder meetings free of charge by emailing proxymaterials@evolenthealth.com, calling 1-844-246-2928, or visiting http://ir.evolenthealth.com/financial-info/annual-reports-and-proxy-statements/default.aspx

TABLE OF CONTENTS


	Page
PROXY STATEMENT HIGHLIGHTS		2

Annual Meeting Information		2

2021 Performance Highlights		2
Governance Evolution		3
Board Leadership		3
2021 Compensation Program Highlights		4

PROPOSAL 1: ELECTION OF DIRECTORS		6
Other Directors Not Standing for Election at this Annual Meeting		12

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		14

Fee Disclosure		14
Pre-Approval Policies and Procedures of our Audit Committee		15

AUDIT COMMITTEE REPORT		16

CORPORATE GOVERNANCE AND BOARD STRUCTURE		17

Corporate Governance Highlights		17
Stockholder Engagement		18
Board Leadership Structure		18
Board of Directors Meetings and Committees		19
Compensation Consultant		21
Compensation Committee Interlocks and Insider Participation		22
Code of Business Conduct and Ethics		23
Corporate Governance Guidelines		23
Executive Sessions of Non-Management Directors		23
Corporate and Social Responsibility		24
Board’s Role in Risk Oversight		25

Director Independence		25


	Page
Communications with the Board		25
Identification of Director Candidates		26
Corporate Governance Policies Related to Compensation and Equity		26

COMPENSATION DISCUSSION AND ANALYSIS		27

COMPENSATION COMMITTEE REPORT		44

COMPENSATION OF NAMED EXECUTIVE OFFICERS		45

EQUITY COMPENSATION PLAN INFORMATION		51

PAY RATIO		52

PROPOSAL 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION FOR 2021		53

DIRECTOR COMPENSATION		54

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		57

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		59

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING		64

OTHER MATTERS		68

Solicitation of Proxies		68
Stockholder Proposals		68
Householding of Proxy Materials		68
Other Matters		69

APPENDIX A		A-1

LOGO

EVOLENT HEALTH, INC.

800 N. Glebe Road, Suite 500

Arlington, VA 22203

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.

Evolent Health, Inc.

Proxy Statement 2022

PROXY STATEMENT HIGHLIGHTS

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

Annual Meeting Information

•

Thursday, June 9, 2022, at 10:00 a.m., Eastern Time.

•

Via a live audio-only webcast at https://web.lumiagm.com/209916247 (password “evolent2022”). There is no physical location for the Annual Meeting.

•

The record date is April 14, 2022.

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.


Voting Items	Recommendation
Item 1
Election of directors	Our seven continuing directors up for election bring a valuable mix of skills and qualifications to our Board of Directors	✔	FOR 6 - 13

Item 2
Ratify the appointment of the Company’s independent registered public accounting firm for 2022	Based on its recent evaluation, our Audit Committee believes that the retention of Deloitte & Touche LLP is in the best interests of the Company and its stockholders	✔	FOR 14 - 15

Item 3
Say on pay—an advisory vote on the approval of the Company’s executive compensation	Our executive compensation program reflects our commitment to paying for performance and reflects feedback received from stockholder outreach	✔	FOR 53

2021 Performance Highlights

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

Revenue

Lives on Platform¹

Adjusted EBITDA²

$908.0 million

EHS Lives on Platform: 1.6 million

Clinical Solutions Lives on Platform: 18.4 million

$66.3 million

⁽¹⁾	As of December 31, 2021.

⁽²⁾	Non-GAAP measure, see Appendix A for definition and reconciliation to net loss attributable to common shareholders of Evolent Health, Inc. Net loss attributable to common shareholders of Evolent Health, Inc. was $37.6 million for the year ended December 31, 2021.

Evolent Health, Inc.

Proxy Statement 2022

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.

Evolent Health, Inc.

Proxy Statement 2022

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

⁽¹⁾

Consists of 2021 base salary rate (as reported in the Salary column of the Summary Compensation Table), 2021 target annual incentive opportunity, long-term incentive awards granted in 2021 (as reported in the Stock Awards column of the Summary Compensation Table) and other compensation (as reported in the All Other Compensation column of the Summary Compensation Table).

Target and Realized CEO Compensation⁽¹⁾

LOGO

⁽¹⁾

The realized compensation levels shown include base salary paid in each year, bonuses paid in respect of each year, and payout of all long-term incentives that vested each year (i.e., the value at the time of vesting of RSUs and options in the first quarter of the year after the year in question). Data represents Chair and former CEO Frank Williams in 2019, and current CEO Seth Blackley for 2020 and 2021.

⁽²⁾	In 2020, the Company’s stock price recovered, but the use of 3-year performance leveraged stock unit (“LSU”) grants in 2019 and 3-year and 3.5-year performance LSU grants in 2020, greatly impacted the value of our NEOs’ total actual compensation realized as compared to total target compensation.

⁽³⁾	In 2021, the Company’s stock price continued to ascend, and 2019 LSUs paid out at 153.61% of target upon vesting on March 2, 2022.

Evolent Health, Inc.

Proxy Statement 2022

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.



What We Do				What We Don’t Do

Strong emphasis on performance-based compensation, with a significant portion of NEO compensation tied to Company performance Introduced PSUs that may be earned based on Adjusted EBITDA and stock performance in 2021 to better align our pay with our Company’s sustained financial and operational performance Mix of compensation that emphasizes both short-term and long-term incentives Aggressive revenue and Adjusted EBITDA and other targets for short-term incentive payments generally, with rigorous individual financial and non-financial performance goals Market-aligned change in control and severance agreements for certain executives, with double trigger change in control acceleration provisions Benchmarking against a thoughtfully assembled and representative peer group Acceleration of equity in connection with a termination of employment conditioned upon a release of claims and compliance with restrictive covenants Compensation decisions for NEOs made by an independent compensation committee advised by independent compensation consultant Annual compensation program risk assessment Annual say-on-pay vote At will employment for NEOs				No incentives that encourage excessive risk-taking No guaranteed incentive awards for executives No excise or other tax gross ups on change in control payments No perquisites for NEOs other than benefits generally available to our other employees No hedging, pledging or short sales of Company stock No “single-trigger” change in control acceleration of equity awards No dividend equivalent rights on unvested restricted stock units or options No supermajority voting rights

Evolent Health, Inc.

Proxy Statement 2022

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.

Evolent Health, Inc.

Proxy Statement 2022

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*

LOGO

Seth Blackley*

LOGO

M. Bridget Duffy, MD

LOGO

David Farner*

LOGO

Peter Grua*

LOGO

Diane Holder

LOGO

Kim Keck*

LOGO

Cheryl Scott*

LOGO

Tunde Sotunde, MD

LOGO

Frank Williams*

LOGO

*	Standing for election at the Annual Meeting

Evolent Health, Inc.

Proxy Statement 2022

Proposal 1: Election of Directors

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


*Directors Standing for Election*		*Election of Class I and Class III Directors*

LOGO

Independent Director

Partner, Katten Muchin Rosenman LLP

Director Since

December 2020

Other Public Boards

Landec Corporation

Nextgen Healthcare, Inc.

Sabra Health Care REIT, Inc.

Evolent Board Committees

• Compensation, Strategy

Craig Barbarosh, Age 54

Craig Barbarosh has been a partner at the law firm of Katten Muchin Rosenman since 2012. From 1999 until joining Katten, Mr. Barbarosh was a partner at another international law firm. Mr. Barbarosh currently serves as the Chairman of the Board of Directors for the Landec Corporation and has been an independent director there since October 2020. Mr. Barbarosh is also currently the Vice Chairman of the Board of Directors, Chairman of the Compensation Committee and a member of the Nominating and Governance Committee for Nextgen Healthcare, Inc. since 2009. He is also currently the Chair of the Audit Committee and a member of the Compensation Committee for Sabra Health Care REIT, Inc. He previously served as an independent director on the Boards of Directors of Aratana Therapeutics, Inc., BioPharmX, Inc., and Bazaarvoice, Inc. Mr. Barbarosh also served as the independent board observer for Payless Holdings, LLC and as an independent director for Ruby Tuesday, Inc. He holds his J.D. (with honors) from the University of the Pacific, McGeorge School of Law and earned his B.A. in Business Economics from the University of California at Santa Barbara.

Qualifications:

We believe that Mr. Barbarosh is qualified to serve on our Board because of his healthcare industry knowledge and experience as a business leader and public company board member.

Skills:



Independent Director President and Chief Executive Officer, Blue Cross Blue Shield Association Director Since January 2021 Other Public Boards Oak Street Health, Inc. Evolent Board Committees • Audit, Nominating and Corporate Governance	Kim Keck, Age 58
	Kim Keck has served as the President and CEO of Blue Cross Blue Shield Association since January 2021. From June 2016 to December 2020, Ms. Keck previously served as the President and Chief Executive Officer of Blue Cross Blue Shield of Rhode Island. Previously, Ms. Keck held several leadership roles at Aetna from 2001 to 2016, including Senior Vice President from 2010 to 2016. Ms. Keck serves on the Board of Directors of Oak Street Health and the Blue Cross Blue Shield Association. She received a B.A. in Mathematics from Boston College and an MBA in Finance from the University of Connecticut and is a Chartered Financial Analyst.	Qualifications: We believe that Ms. Keck is qualified to serve on our Board because of her extensive experience in the healthcare industry, particularly within the health insurance payer community. Skills:

Skills Key

Risk Oversight

Healthcare

Finance

Executive

Technology

ESG

Govt/Regulatory

Evolent Health, Inc.

Proxy Statement 2022

Proposal 1: Election of Directors


Independent Director Main Principal, McClintock Scott Group Director Since November 2015 Other Public Boards Progyny, Inc. Evolent Board Committees • Audit, Compensation, Nominating and Corporate Governance, Strategy	Cheryl Scott, Age 72
	Cheryl Scott has served as the Main Principal of the McClintock Scott Group since July 2017. From June 2006 to July 2017, Ms. Scott served as Senior Advisor to the Bill & Melinda Gates Foundation. Before joining the foundation, Ms. Scott served for eight years as President and Chief Executive Officer of Group Health Cooperative. She previously served as that organization’s Executive Vice President and Chief Operating Officer. Ms. Scott currently serves on a variety of private and not-for-profit boards. She serves on the Board of Directors of Progyny, Inc., and was a member of the board of directors of Recreational Equipment Incorporated (REI) from 2005 to 2018. Ms. Scott received her bachelor’s degree in communications and master’s degree in health management from the University of Washington.	Qualifications: We believe that Ms. Scott is qualified to serve on our Board because of her extensive career in healthcare, leadership and corporate governance, including as the Chief Executive Officer of Group Health Cooperative. Skills:

Non-Independent Director Chair and Former CEO, Evolent Health, Inc. Director Since August 2011 Other Public Boards None Evolent Board Committees None	Frank Williams, Age 55
	Frank Williams, our co-founder, has served as our non-executive Chair since January 2022, served as our Executive Chair from October 2020 until becoming our non-executive Chair, and served as our Chief Executive Officer from August 2011 until becoming Executive Chair. He served as the Chief Executive Officer of The Advisory Board from 2001 to 2008. Mr. Williams was a member of the board of directors of The Advisory Board, a public company, from 2001 to 2015. Prior to joining The Advisory Board, Mr. Williams served as President of MedAmerica OnCall from March 1999 to early 2001, President of Vivra Orthopedics from 1995 to 1999, and as a management consultant for Bain & Co. from June 1988 to June 1990. Mr. Williams holds a Bachelor of Arts degree in Political Economies of Industrial Societies from the University of California, Berkeley, and a Master of Business Administration from Harvard Business School.	Qualifications: We believe that Mr. Williams is qualified to serve on our Board because of his extensive knowledge and experience in all aspects of our business and his extensive experience in the healthcare and consulting services fields, including as Chief Executive Officer of The Advisory Board. Skills:

Skills Key

Risk Oversight

Healthcare

Finance

Executive

Technology

ESG

Govt/Regulatory

Evolent Health, Inc.

Proxy Statement 2022

Proposal 1: Election of Directors

LOGO

Non-Independent Director

Chief Executive Officer. Evolent Health, Inc.

Director Since

April 2018

Other Public Boards

None

Evolent Board Committees

None

Seth Blackley, Age 43

Seth Blackley, our co-founder, has served as our Chief Executive Officer since October 2020, and served as our President from August 2011 until his promotion. Prior to co-founding the Company, Mr. Blackley was the Executive Director of Corporate Development and Strategic Planning at The Advisory Board from June 2007 to August 2011. From 2014 to 2016, Mr. Blackley served on the board of directors of Advanced Practice Strategies. Mr. Blackley began his career as an analyst in the Washington, D.C. office of McKinsey & Company. Mr. Blackl

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SEC Form DEF 14A filed by Evolent Health Inc