CLOVER HEALTH INVESTMENTS CORP CLA (CLOV)
Sector: Health Care
2026 Annual Meeting Analysis
CLOVER HEALTH INVESTMENTS CORP CLA · Meeting: June 10, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Demetrios L. Kouzoukas, Andrew Toy and Thomas L. Tran as Class II Directors
Kouzoukas has served since April 2021, brings deep healthcare regulatory expertise including prior service as a senior Medicare and Medicaid official, no overboarding concerns, meets attendance requirements, and CLOV's 3-year total shareholder return of +242.9% outperforms the company-disclosed peer group median by +302.1 percentage points, far exceeding the 50-point threshold required to trigger a vote against.
Toy is the sitting CEO and co-founder who has served on the board since November 2018; as an executive director he is subject to the same TSR trigger as other directors, but CLOV's 3-year total shareholder return of +242.9% outperforms the peer group median by +302.1 percentage points, well above the 50-point trigger threshold, so no TSR-based concern applies, and no overboarding or attendance issues are identified.
Tran joined the board in August 2024, which is within 24 months of the meeting date, making him exempt from the TSR underperformance trigger under the new-director exemption; he also brings over 35 years of healthcare financial leadership experience and serves as Audit Committee Chair with confirmed financial expertise.
All three Class II director nominees receive a FOR vote. The company's 3-year stock return of +242.9% dramatically outperforms the disclosed compensation peer group median of -59.2% by over 300 percentage points, clearing the policy's 50-point trigger threshold for strong positive absolute returns by a wide margin. Thomas Tran is additionally exempt as a director who joined within the past 24 months. No overboarding, attendance, independence, or qualification concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Jamie L. Reynoso
Total Comp
$1,468,166
Prior Support
99.3%%
The CEO of Medicare Advantage, Jamie L. Reynoso, received total compensation of $1,468,166 in 2025, which is modest and well within benchmark expectations for a senior executive at a $1.4 billion healthcare company. The compensation program structure is sound: a significant majority of pay is variable and performance-linked, including annual cash bonuses tied to measurable metrics (membership growth, retention, Adjusted EBITDA) and a multi-year cash management incentive plan with real performance gates — notably, no annual bonus was paid for 2025 because the company missed its Adjusted EBITDA threshold and received only a 3.5 Stars rating, demonstrating that the pay-for-performance mechanism actually worked as intended. The company received 99.3% shareholder support on its 2025 Say on Pay vote, a clawback policy is in place, and no structural concerns such as excessive fixed pay, guaranteed bonuses, or performance-free vesting were identified.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$3,740,057
Non-Audit Fees
$204,029
Non-audit fees (audit-related fees of $22,500 plus tax fees of $181,529, totaling $204,029) represent approximately 5.5% of audit fees ($3,740,057), well below the 50% threshold that would trigger a concern about auditor independence. Auditor tenure is not disclosed in the proxy, so no tenure trigger can fire under policy. Ernst & Young is a Big 4 firm appropriate for a company with a $1.4 billion market cap, and no material financial restatements are disclosed.
Overall Assessment
The 2026 Clover Health annual meeting features three standard proposals: director elections, Say on Pay, and auditor ratification. All three proposals receive a FOR vote — the director nominees are supported by strong relative stock performance that far outpaces the peer group, the compensation program demonstrated real pay-for-performance discipline by paying zero annual bonuses in 2025 due to missed targets, and Ernst & Young's non-audit fee ratio is well within acceptable limits.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing