Sector: Health Care
EVOLENT HEALTH INC CLASS A · Meeting: June 4, 2026
Directors FOR
3
Directors AGAINST
7
Say on Pay
AGAINST
Auditor
FOR
Election of Directors
Against Analysis
Dr. Ajayi joined the board in July 2023, giving her more than 24 months of tenure, so she is subject to the TSR trigger; Evolent's stock has fallen approximately 91% over three years while the company's own peer group fell only about 11% on average, a gap of roughly 80 percentage points that far exceeds the 20-point threshold that applies when a company's stock return is negative — the 5-year check does not rescue the vote because the 5-year gap of roughly 64 points also exceeds the 20-point threshold.
Mr. Barbarosh has served since December 2020, making him fully accountable for the stock's severe underperformance; the roughly 80-point gap between Evolent's three-year return and its peer group median far exceeds the 20-point policy threshold, and the 5-year gap of roughly 64 points also exceeds the threshold, so the 5-year mitigant does not apply.
As CEO and a director since 2018, Mr. Blackley bears direct responsibility for the company's strategic direction during the entire underperformance period; the roughly 80-point three-year gap versus peers far exceeds the 20-point threshold, the 5-year gap of roughly 64 points also triggers the policy, and executive directors are subject to the same TSR test as all other directors independent of the Say on Pay vote.
Mr. Glass joined in February 2024, which is more than 24 months before the June 2026 meeting, so the TSR trigger applies; the three-year peer gap of roughly 80 points exceeds the 20-point threshold, and while his tenure covers less than half the three-year underperformance window, the policy flags but does not automatically exempt directors in that position — given the severity of the gap the trigger fires.
Mr. Grua has served since January 2020, giving him the longest tenure of any independent director and full overlap with the underperformance period; the roughly 80-point three-year gap and 64-point five-year gap both exceed the applicable policy thresholds, so neither the 5-year mitigant nor any new-director exemption applies.
Mr. Jelinek joined in June 2023, which is more than 24 months before the meeting, so the new-director exemption does not apply; the three-year peer gap of roughly 80 points far exceeds the 20-point threshold, and the 5-year gap also exceeds the threshold, so neither mitigant rescues the vote.
Ms. Keck has served since January 2021, giving her full overlap with the three-year underperformance period; the roughly 80-point three-year gap and 64-point five-year gap both exceed the applicable thresholds, and no mitigating factors apply.
For Analysis
Mr. Guertin joined the board in June 2025, which is less than 24 months before the June 2026 annual meeting, so he qualifies for the new-director exemption under the policy and is not subject to the TSR trigger; he also brings highly relevant financial and healthcare expertise as a former CFO of CVS Health and Aetna.
Ms. Smith joined the board in December 2025, which is well within the 24-month new-director exemption window, so she is not subject to the TSR trigger and receives a FOR vote; she also brings extensive technology and CEO-level leadership experience relevant to Evolent's strategy.
Mr. Springstubb joined the board in February 2025, which is within 24 months of the June 2026 annual meeting, so the new-director exemption applies and he is not subject to the TSR trigger; he brings relevant healthcare investing and governance expertise.
Eight of the ten director nominees receive an AGAINST vote because Evolent's stock has declined approximately 91% over three years while its own peer group fell only about 11%, a gap of roughly 80 percentage points that far exceeds the policy's 20-point threshold for companies with negative absolute returns. The two directors who joined within the last 24 months — Shawn Guertin and Jill Smith — are exempt from the TSR trigger under the new-director exemption and receive FOR votes; Brendan Springstubb, who joined in February 2025, also qualifies for the exemption and receives a FOR vote.
CEO
Seth Blackley
Total Comp
$14,240,154
Prior Support
88.3%%
The CEO received total compensation of approximately $14.2 million in 2025, with equity awards valued at nearly $12.7 million — this level of pay is extremely high relative to Evolent's current market cap of $349 million and is well above what an independent benchmark for a CEO at a small-cap healthcare services company would support, triggering the individual CEO threshold test. While the compensation committee did apply some negative discretion by cutting the CEO's cash bonus to 75% of target and the 2023-2025 performance stock awards paid out at zero, the overall pay level — driven largely by the reported value of new equity grants — remains deeply misaligned with shareholder experience: Evolent's stock fell roughly 91% over three years while peers fell only about 11%, yet executives received large new equity grants that inflate the reported compensation figure substantially above benchmark. Prior year support was 88.3%, which is above the 70% re-engagement threshold and therefore does not independently trigger a No vote, but the combination of excessive absolute pay level relative to current company size and severe pay-for-performance misalignment leads to an AGAINST vote.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$3,415,869
Non-Audit Fees
$306,200
Non-audit fees (audit-related fees of $290,000 plus tax fees of $16,200 totaling approximately $306,200) represent about 9% of core audit fees of $3,415,869, which is well below the 50% threshold that would raise independence concerns; Deloitte is a Big Four firm appropriate for a company of Evolent's size and complexity, tenure is not disclosed so the tenure trigger cannot fire, and no material restatements are noted.
The 2026 Evolent Health annual meeting presents a difficult ballot for shareholders: eight of ten director nominees receive AGAINST votes because the stock has lost roughly 91% over three years while peers declined only about 11%, a gap so severe it triggers the policy's underperformance threshold for every director with more than 24 months of tenure; the Say on Pay vote also warrants an AGAINST because total CEO compensation of approximately $14.2 million — heavily weighted toward new equity grants — is grossly disproportionate to the company's current $349 million market cap and deeply misaligned with the shareholder experience. Only the three newest directors (Guertin, Smith, Springstubb) receive FOR votes under the new-director exemption, and Deloitte's reappointment as auditor is supported given clean fee ratios and appropriate firm size.
17 companies disclosed in 2026 proxy filing
