SEC Form DEF 14A filed by Evolent Health Inc

2024 PROXY STATEMENT

AND

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS

Thursday, June 6, 2024

10:00 a.m., Eastern Time

Dear Fellow Stockholders,

At Evolent, we pursue a singular mission: to change the health of the nation by changing the way healthcare is delivered. Our dedication to this mission enabled us to end 2023 on a strong note, achieving all of our financial objectives. We also executed against our long-term core strategic priorities over the course of the year: strong organic growth, expanding margins, and optimal capital allocation.

To drive organic growth, in 2023, we unified our businesses under a shared mission and purpose, bringing our solutions together into one payer-independent platform. Much of our expertise had been housed across distinct brands, which have now been integrated into one Evolent organization, harnessing all of the human capital, global reach and technology expertise within Evolent under an organizational structure that focuses our strengths to meet our clients’ current and future needs. And in 2023, we grew Adjusted EBITDA, with strong profitability margins.

We continued to deploy capital strategically. We completed the acquisition of NIA from Centene, which helped to diversify our revenue base and increased cross-sell opportunities. We also improved our cash, as well as our balance sheet position, unlocking flexibility for the future.

As we focus on having the right Board to oversee our strategy, we’ve continued to discuss the ongoing evolution of our Board’s composition with our investors. Earlier this year, we welcomed Dr. Toyin Ajayi and Russell Glass as new members of our Board. Dr. Ajayi brings valuable experience in healthcare leadership and Russell brings critical experience in healthcare technology innovation at a pivotal time in Evolent’s history. We extend our deep appreciation to Dr. Tunde Sotunde, who retired from the Board in February, for his service and dedication to Evolent.

On behalf of our Board, I want to extend my thanks and gratitude to the thousands of dedicated Evolent employees. Evolent was able to achieve much of our financial and operational goals thanks in large part to their tireless efforts.

We continue to believe the current challenges facing the healthcare system represent future opportunities for us. We have the opportunity to improve quality, affordability and experience, all of which the healthcare market increasingly demands, and look forward to what the rest of 2024 will bring for all of us.

As always, thank you for your continued support of Evolent.

Sincerely,

Cheryl Scott

Chair of the Board of Directors

Evolent Health, Inc.

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS

to be held on June 6, 2024

Date & Time: Thursday, June 6, 2024, 10:00 a.m., Eastern Time		Virtual Information: https://web.lumiconnect.com/209916247 password: evolent2024		Record Date: April 11, 2024

Dear Stockholder:

You are invited to attend the 2024 annual meeting of stockholders (the “Annual Meeting”) of Evolent Health, Inc. (the “Company”), a Delaware corporation, which will be held on Thursday, June 6, 2024, at 10:00 a.m., Eastern Time. The Annual Meeting will be held for the following purposes:

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.

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.lumiconnect.com/209916247. The password for the Annual Meeting is “evolent2024”. 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 11, 2024, 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,

Jonathan D. Weinberg

General Counsel and Secretary

Arlington, VA

April 26, 2024

TABLE OF CONTENTS

PROXY STATEMENT

FOR OUR 2024 ANNUAL MEETING

OF STOCKHOLDERS

to be held on June 6, 2024

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 2024 annual meeting of stockholders (the “Annual Meeting”) to be held on Thursday, June 6, 2024, at 10:00 a.m., Eastern Time, in a virtual meeting format only, via the Internet at https://web.lumiconnect.com/209916247 (password “evolent2024”) 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 Annual Meeting at http://ir.evolenthealth.com/financial-info/annual-reports-and-proxy-statements/default.aspx, and submit questions, at https://web.lumiconnect.com/209916247 (password “evolent2024”) on the day of the Annual 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 26, 2024, 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 Annual Meeting, and on other subjects in a question and answer session that will begin at the conclusion of the Annual Meeting. You will also be able to listen to the proceedings and cast your vote online.

As permitted by the rules of the U.S. Securities and Exchange Commission (the “SEC”), we are making this proxy statement and our Annual Report for the fiscal year ended December 31, 2023 (the “Annual Report”) 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 26, 2024, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the “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,” “Evolent,” and the “Company” refer to Evolent Health, Inc., unless the context otherwise requires.

PROXY STATEMENT HIGHLIGHTS

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

Annual Meeting Information

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.

2023 Performance Highlights

Below are selected highlights of our financial and operational performance in 2023:

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 the following key governance enhancements over the past three years:

Removal of remaining supermajority vote requirements for charter and by-law amendments;

Transitioned to a fully declassified Board;

Progress on workforce diversity and inclusion goals, including formalization of a Head of Diversity and Inclusion who focuses on Diversity, Inclusion and Corporate Responsibility; and

Independent Board Chair with delineated duties.

Board Leadership

Ms. Cheryl Scott has been our Independent Chair of our Board of Directors (the “Independent Board Chair”) since June 2022. As part of our ongoing commitment to strong and accountable corporate governance practices, the Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”) regularly reviews the leadership structure of the Board, taking into account the Company and its needs, market practices, board skills and experiences, investor feedback, and corporate governance perspectives, among other things.

2023 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, and 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⁾

Proxy Statement Highlights

The primary elements of our fiscal year 2023 executive compensation program are base salary, annual bonuses, equity incentive awards and employee benefits. Our Board’s Compensation Committee (the “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 (“NEOs”) 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.

PROPOSAL 1:

ELECTION OF DIRECTORS

Our Board is elected annually by stockholders to oversee the Company’s business and strategy. The Nominating and Corporate Governance Committee is responsible for identifying, reviewing and recommending to the Board individuals for election to the Board. Our Board currently consists of ten members with terms expiring at the Annual Meeting.

Upon unanimous recommendation by the Nominating and Corporate Governance Committee, the Board proposes that the following nominees, Toyin Ajayi, MD, Craig Barbarosh, Seth Blackley, M. Bridget Duffy MD, Russell Glass, Peter Grua, Diane Holder, Richard Jelinek, Kim Keck and Cheryl Scott, be elected for new one-year terms and until their successors are duly elected and qualified. All of the nominees are current directors standing for election. 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.

Proposal 1: Election of Directors

Director/Nominee Skills Matrix

Ajayi

Barbarosh

Blackley

Duffy

Glass

Grua

Holder

Jelinek

Keck

Scott

Risk Oversight/Management Experience allows the Board to oversee and understand the most significant risks facing the Company

Healthcare Industry Experience is critical for understanding and overseeing the Company’s strategy and challenges

Financial Expertise/Literacy adds value in oversight of our financial reporting and internal controls

Executive Experience supports our management team through relevant advice and leadership

Technology Expertise brings value in overseeing innovative technology developments of our platform, as well as cybersecurity and data privacy

ESG Expertise allows the Board to assess and consider adopting environmental, social and governance practices and interact effectively with stakeholders

Government/Regulatory/Public Policy Expertise adds value to the oversight of regulated aspects of our business and general industry developments

Proposal 1: Election of Directors

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

Skills Key

Risk Oversight

Healthcare

Finance

Executive

Technology

ESG

Govt/Regulatory

Proposal 1: Election of Directors

Skills Key

Risk Oversight

Healthcare

Finance

Executive

Technology

ESG

Govt/Regulatory

Proposal 1: Election of Directors

Skills Key

Risk Oversight

Healthcare

Finance

Executive

Technology

ESG

Govt/Regulatory

Proposal 1: Election of Directors

Skills Key

Risk Oversight

Healthcare

Finance

Executive

Technology

ESG

Govt/Regulatory

Proposal 1: Election of Directors

Skills Key

Risk Oversight

Healthcare

Finance

Executive

Technology

ESG

Govt/Regulatory

PROPOSAL 2:

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board (“Audit Committee”) has appointed the accounting firm of Deloitte & Touche LLP (“Deloitte”) to serve as our independent registered public accounting firm to audit the Company’s consolidated financial statements as of and for the fiscal year ending December 31, 2024 and its internal control over financial reporting as of December 31, 2024.

Stockholder ratification of the appointment of Deloitte is not required by law, the New York Stock Exchange (“NYSE”) or the Company’s organizational documents. However, as a matter of good corporate governance, the Board has elected to submit the appointment of Deloitte to the stockholders for ratification at the Annual Meeting. Even if the appointment is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time if the Audit Committee believes that such a change would be in the best interest of the Company and its stockholders. If stockholders do not ratify the appointment of Deloitte, the Audit Committee will take that fact into consideration, together with such other factors it deems relevant, in determining its selection of an independent registered public accounting firm. Deloitte is considered by our management to be well-qualified. Deloitte has advised us that neither it nor any member thereof has any financial interest, direct or indirect, in the Company or any of our subsidiaries in any capacity.

A representative of Deloitte will be present at the Annual Meeting, will be given the opportunity to make a statement at the Annual Meeting if he or she so desires and will be available to respond to appropriate questions.

A majority of all of the votes cast at the Annual Meeting at which a quorum is present in person (by virtual attendance) or represented by proxy is required for the ratification of the appointment of Deloitte as our independent registered public accounting firm for the fiscal year ending December 31, 2024. We will treat abstentions as shares that are present and entitled to vote for purposes of determining the presence or absence of a quorum. Abstentions will have no effect on this proposal. Because the ratification of the appointment of the independent auditor is considered a “routine” matter, there will be no broker non-votes with respect to this proposal.

Fee Disclosure

The following is a summary of the fees billed to us by Deloitte for professional services rendered for the fiscal years ended December 31, 2023 and 2022.

Audit Fees

“Audit Fees” include fees associated with professional services rendered for the audit of the financial statements and services that are normally provided by Deloitte in connection with statutory and regulatory filings or engagements. For example, audit fees include fees for professional services rendered in connection with quarterly and annual reports, the issuance of consents by Deloitte to be named in our

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

registration statements and to the use of their audit report in the registration statements and the issuance of an attestation of management’s report on internal control over financial reporting.

Audit-Related Fees

“Audit-Related Fees” refers to fees for assurance services in connection with our securities offerings, as well as related services associated with transactions and proposed transactions (including acquisitions and securities offerings) and permissible internal control services for the SOC 2 reports and management assertion.

Tax Fees

“Tax Fees” refers to fees and related expenses for professional services for tax compliance, tax advice and tax planning.

All Other Fees

“All Other Fees” refers to fees and related expenses for products and services other than services described above, including fees to the independent registered public accounting firm or its affiliates for annual subscriptions to online accounting and tax research software applications and data.

Our Audit Committee considered whether the provision by Deloitte of any services that would be required to be described under “All Other Fees” would have been compatible with maintaining Deloitte’s independence from both management and the Company.

Pre-Approval Policies and Procedures of our Audit Committee

Consistent with SEC policies regarding auditor independence and the Audit Committee’s charter, the Audit Committee is directly responsible for the appointment, compensation, retention, removal and oversight of the independent registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attestation services for the Company. Our Audit Committee must pre-approve all audit, non-audit and any other services to be provided by the independent registered public accounting firm. All of the fees billed by Deloitte for the professional services rendered for us for the fiscal years ended December 31, 2023 and 2022, were pre-approved by our Audit Committee.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

AUDIT COMMITTEE REPORT

Notwithstanding anything to the contrary set forth in any of our previous or future filings under the Securities Act of 1933, as amended, (the “Securities Act”) or the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) that might incorporate this proxy statement or future filing with the SEC, in whole or in part, the following report shall not be deemed incorporated by reference into any such filing.

The Audit Committee operates pursuant to a charter which is reviewed annually by the Audit Committee. Our management is responsible for the preparation, presentation and integrity of our financial statements, the application of accounting and financial reporting principles and our internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for auditing our financial statements, expressing an opinion as to their conformity with accounting principles generally accepted in the United States and auditing management’s assessment of the effectiveness of internal control over financial reporting.

The undersigned members of the Audit Committee of the Board of Directors of Evolent Health, Inc. submit this report in connection with the committee’s review of the financial reports for the fiscal year ended December 31, 2023 as follows:

Based on the review and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements of Evolent Health, Inc. be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC.

Submitted by the Audit Committee

Kim Keck (Chair)

Diane Holder

Cheryl Scott

CORPORATE GOVERNANCE AND BOARD STRUCTURE

Corporate Governance Highlights

The Board continues to evaluate the Company’s corporate governance policies and practices to ensure that the right mix of directors are represented in our boardroom to best serve our stockholders by ensuring effective oversight of our strategy and management.

We are committed to operating our business under strong and accountable corporate governance practices. Our committee charters, Code of Business Conduct and Ethics and Corporate Governance Guidelines are available on the Investor Relations page on our website at www.evolent.com. Any stockholder also may request them in print, without charge, by contacting our Secretary at Evolent Health, Inc., 1812 N. Moore Street, Suite 1705, Arlington, VA 22209.

Corporate Governance and Board Structure

Stockholder Engagement

Our Board recognizes the importance of regular, two-way dialogue with our investors. Feedback from Evolent’s stockholders is integral to the Board’s decision-making process. In 2023, we contacted stockholders representing approximately 40% of Evolent’s outstanding shares of common stock at the time of outreach to conduct engagement. We met with stockholders representing approximately 24% of outstanding shares of common stock. Board members participated in select engagements, which allows for a direct line of communication with our Board.

In these conversations with stockholders, we discussed Evolent’s strategy & performance, Board, corporate governance, executive compensation, and environmental, social & governance (“ESG”) practices, including our human capital management initiatives.

During these discussions, our Board and management team gained valuable perspective from our investors on these topics. This feedback from our investors was shared with our full Board and directly informed our continued Board refreshment over the past year, including the addition of a Toyin Ajayi, MD and Russell Glass as our newest Board members. Other key governance enhancements informed by investor feedback in recent years include:

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

Transitioned to fully declassified 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 with delineated duties

This stockholder outreach is incremental to, and often interlaced with, Evolent’s normal-course Investor Relations program in which we engage with stockholders, typically comprising a large majority of our shares of common stock, during road shows and conferences.

We value each conversation we have with our investors as we continue to enhance our practices related to corporate governance, executive compensation and ESG. We look forward to facilitating ongoing dialogue with our investors in 2024 and beyond.

Board Leadership Structure

Ms. Cheryl Scott has been our Independent Board Chair since June 2022. As part of our ongoing commitment to strong and accountable corporate governance practices, the Nominating and Corporate Governance Committee regularly reviews the leadership structure of the Board, taking into account the Company and its needs, market practices, board skills and experiences, investor feedback and corporate governance perspectives, among other things. The Board believes it is in the best interests of the Company and its stockholders for the Board to have flexibility in determining the Board leadership structure of the Company based on these factors.

The Board believes that having a strong Independent Board Chair and independent committee chairs provides an effective balance between strong company leadership and independent oversight. The Board is committed to continuously evaluating this structure to ensure that it promotes effective governance.

Corporate Governance and Board Structure

Board of Directors Meetings and Committees

The Board met eight times during 2023. Each incumbent member of the Board attended 75% or more of the meetings of the Board and of the committees on which he or she served that were held during the period for which he or she was a director or committee member, respectively. We do not have a policy on director attendance at our Annual Meeting. Mr. Blackley and Ms. Scott attended our 2023 annual meeting of stockholders.

Committees of our Board include the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, the Compliance and Regulatory Affairs Committee and the Strategy Committee. Set forth in the chart below is the current committee structure. Following the Annual Meeting, Dr. Ajayi will become a member of the Compliance and Regulatory and Affairs Committee and Mr. Jelinek will cease to be a member of the Compliance and Regulatory Affairs Committee. The principal functions of each of these committees are briefly described below. The Company’s Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, Compliance and Regulatory Affairs Committee and Strategy Committee are fully independent under the applicable NYSE listing standards and rules of the SEC. The current charters for each of the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Compliance and Regulatory Affairs Committee are available on the Investor Relations page on our website at www.evolent.com.

Corporate Governance and Board Structure

Corporate Governance and Board Structure

Compensation Consultant

The Compensation Committee has the authority under its charter to retain outside consultants or advisors, as it deems necessary or advisable. In accordance with this authority, the Compensation Committee has directly engaged Exequity as its independent compensation consultant to provide it with objective and expert analyses, advice and information with respect to executive compensation. All executive compensation services provided by Exequity were directed or approved by the Compensation Committee and Exequity reports directly to the Compensation Committee on this assignment. Exequity attended a portion of each of the Compensation Committee meetings during 2023. The Compensation Committee has concluded that no conflict of interest exists with Exequity with respect to the services it provided to the Compensation Committee during 2023. Exequity did not provide any services to the Company or its management other than services to the Compensation Committee and we do not currently expect Exequity to provide other services to the Company while serving as the Compensation Committee’s consultant.

In addition to Exequity, members of our human resources, legal and finance departments support the Compensation Committee in its work management by providing data, analysis and recommendations regarding the Company’s executive and director compensation practices and policies and individual pay recommendations.

Corporate Governance and Board Structure

Compensation Committee Interlocks and Insider Participation

Craig Barbarosh, Peter Grua and Cheryl Scott served on our Compensation Committee during 2023. None of the members of our Compensation Committee has at any time been an officer or employee of the Company. During 2023, none of our executive officers served as a member of the board of directors or a compensation committee of any entity for which a member of our Board or Compensation Committee served as an executive officer.

Corporate Governance and Board Structure

Code of Business Conduct and Ethics

Our Board has adopted a code of business conduct and ethics (the “Code of Business Conduct and Ethics”) that applies to all of our directors, officers and other employees, including our principal executive officer, principal financial officer and principal accounting officer. Any waiver of the Code of Business Conduct and Ethics for directors or executive officers and any amendment of the Code of Business Conduct and Ethics may be made only by our Board. We intend to make disclosures of such waivers or amendments required by SEC rules and NYSE listing standards, if any, through publication on our website, www.evolent.com.

Corporate Governance Guidelines

Our Board has adopted corporate governance guidelines (the “Corporate Governance Guidelines”) that serve as a flexible framework within which our Board and its committees operate. These guidelines cover a number of areas, including the size and composition of the Board, Board membership criteria and director qualifications, director responsibilities, Board agenda, roles of the Independent Board Chair and CEO, meetings of independent directors, committee composition, Board member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning. In 2020, we amended our Corporate Governance Guidelines to, among other important governance enhancements, adopt formal policies to ensure that highly qualified candidates who would bring gender, racial, and/or ethnic diversity to the Board if chosen, are included in any pool of director candidates or candidates for CEO.

Executive Sessions of Non-Management Directors

Our Corporate Governance Guidelines provide that the independent directors serving on the Board will hold an executive session during each Board meeting. The executive sessions are chaired by our Independent Board Chair and facilitate candid discussion of the independent directors’ viewpoints regarding the performance of management and the Company.

Corporate Governance and Board Structure

Corporate and Social Responsibility

We are committed to corporate and social responsibility and work collaboratively with our stakeholders to promote environmental sustainability, data and privacy security and social responsibility in our business practices. Our Board oversees our corporate and social responsibility programs and is committed to supporting our efforts to operate as a good corporate citizen. We recently formed a sustainability business resource group to harness the input from employees for future evolution of our efforts.

Our Future Forward Approach to Work Pay

We remain anchored by our mission, commitment to the health and safety of our employees, and our core value, “start by listening.” During the pandemic, our employees embraced remote work, while our business, culture and productivity continued to thrive. Based on employee feedback and our active listening through employee surveys, we implemented 100% work from home across our employee population and instituted work from home office set-up support. Today, we believe employees and prospective employees consider our workplace flexibility and culture as differentiators.

Taking Care of Our People

We believe that we have a responsibility to help maintain the health and well-being of our employees. We provide our employees with comprehensive benefits including medical insurance, dental, vision, PTO and 401(k) plan with company match for eligible employees. In addition, we offer fertility support, bariatric surgery, diabetes, and hypertension program offerings, as well as 100% paid pregnancy leave and parental leave. We have also continued to support work from home across our employee population.

Employees and their families can access mental health resources as part of their benefits, covering a spectrum of mental wellness needs. In addition, we have an active employee listening strategy, including employee surveys and personal impact days to promote social improvement engagement, an employee relief fund and holistic wellness initiatives during the year that include yoga, cooking sessions, meditation, and wellness challenges.

We also believe continued development of our talent is good for our employees and our business. We support a culture of growth and development through engaging and relevant resources including Evolent-exclusive live learnings and curated, on-demand content through LinkedIn Learning. Lastly, we maintain a commitment to internal mobility, encouraging employees to grow with us, and leveraging our human capital technology to enable transparency of opportunities for talent across the organization. We believe this not only benefits the personal growth of our employees but allows Evolent to retain key talent.

Diversity, Equity and Inclusion (“DE&I”)

We believe each person’s voice, perspective, and experience can contribute to our ability to change the way healthcare is delivered. We further believe DE&I enhances our culture and leads to a better-run business, populated with a highly motivated workforce, and produces a stronger bottom line. Evolent stands firm behind non-discrimination, is an equal opportunity employer and works to foster an environment where diverse perspectives can grow and lead. Evolent is recognized as a top place to work in healthcare nationally and has demonstrated its commitment to creating a supportive and inclusive workplace through several initiatives over the past several years. We continue to support our employee-led business resource groups that help foster a diverse and inclusive workplace.

Community Engagement

Evolent has fostered a mission-driven, service-oriented culture through embracing opportunities for our employees to give back to the community in which they live and work. Our formal program, Evolent Cares, promotes civic improvement engagements to help the communities where employees live and work reach their fullest potential. Employees leverage a quarterly personal impact day to engage in community work. By using time, talents, and finances, we are able to have a multiplier and positive effect on our mission to change the way healthcare is delivered.

Corporate Governance and Board Structure

Board’s Role in Risk Oversight

Cybersecurity Oversight

The Compliance and Regulatory Affairs Committee of the Board (the “Compliance and Regulatory Affairs Committee”) provides oversight of risks from cybersecurity threats. The Compliance and Regulatory Affairs Committee receives updates from our Chief Information Security Officer (“CISO”) and other members of management to, among other items, review material cybersecurity incidents, review key metrics on our cybersecurity program and related risk management programs, and discuss our cybersecurity programs and goals. The Compliance and Regulatory Affairs Committee updates the full Board on matters relating to cybersecurity. The Audit Committee of the Board provides an additional layer of cybersecurity oversight on specific financial matters.

Our management disclosure and compliance committees, which include representatives from our legal, financial and accounting and information technology (“IT”) teams, meet at least quarterly to monitor potential risks and review procedures and controls relating to cybersecurity. Management periodically assesses such risks and assists in the implementation of policies and procedures related to cybersecurity risk oversight in conjunction with the Compliance and Regulatory Affairs Committee.

Our CISO is responsible for assessing and managing the Company’s material risks from cybersecurity threats. Our CISO has served in this role for the past four years and has more than 25 years of experience in the aggregate in various roles involving managing information security, technology infrastructure, IT operations and developing cybersecurity strategy, and is a Certified Information Systems Security Professional (CISSP).

Our CISO is informed about and monitors the prevention, detection, mitigation and remediation of cybersecurity incidents through the management of and participation in the cybersecurity risk management and strategy process described above, including the operation of our incident response plan. As discussed above, our CISO reports to the Compliance and Regulatory Affairs Committee about the risks from cybersecurity threats among other cybersecurity related matters and meets regularly with our Chief Technology Officer.

Corporate Governance and Board Structure

Director Independence

Our Corporate Governance Guidelines provide that our Board shall consist of such number of directors who are independent as is required and determined in accordance with applicable laws and regulations and requirements of the NYSE and SEC rules. The Board has determined affirmatively, based upon its review of all relevant facts and circumstances and after considering all applicable relationships of which the Board had knowledge, between or among the directors and the Company or our management (some of such relationships are described in the section of this proxy statement entitled “Certain Relationships and Related Party Transactions”), that each of the following directors and director nominees has no direct or indirect material relationship with us and is independent under the listing standards of the NYSE and SEC rules: Toyin Ajayi, MD, Craig Barbarosh, M. Bridget Duffy, MD, Russell Glass, Peter Grua, Diane Holder, Richard Jelinek, Kim Keck and Cheryl Scott. In determining the independence of Diane Holder, who is an employee of UPMC, our Board considered UPMC’s former investment in the Company, as well as commercial and other agreements between the Company and UPMC, but did not view these factors as materially impacting its independence determination.

Communications with the Board

Stockholders and other interested parties who wish to communicate with our Board, our Independent Board Chair, Cheryl Scott, our independent or non-employee directors as a group, any of the committees or any of the individual non-employee directors may do so by sending a letter to the intended recipient, in the care of our Secretary, at Evolent Health, Inc., 1812 N. Moore Street, Suite 1705, Arlington, VA 22209. Such correspondence will be relayed to the appropriate director or directors as appropriate.

Stockholders may communicate with Mr. Blackley, the Board’s employee-director, by sending a letter addressed to the intended recipient at Evolent Health, Inc., 1812 N. Moore Street, Suite 1705, Arlington, VA 22209.

Identification of Director Candidates

On an annual basis, our Board conducts a formal board self-evaluation led by our Nominating and Corporate Governance Committee to determine targeted focus areas. Our Board continually assesses and evaluates its composition, taking into account, among other things, the experience, skills, background and diversity of its members. The Nominating and Corporate Governance Committee evaluates director candidates in accordance with the director membership criteria described in our Corporate Governance Guidelines and our policy statement regarding director nominations. In addition, pursuant to our Corporate Governance Guidelines, we are committed to including in any pool of director candidates for consideration highly qualified candidates who would bring gender, racial, and/or ethnic diversity to the Board if chosen. In addition to satisfying relevant independence standards and the requirements of Section 8 of the Clayton Act, the following are the minimum qualifications that candidates for the Board must possess:

The Nominating and Corporate Governance Committee reviews a candidate’s qualifications to serve as a member of our Board based on the skills and characteristics of the individual as well as the overall composition of our Board in light of the Company’s current and expected structure and business needs,

Corporate Governance and Board Structure

regulatory requirements, the diversity of viewpoints represented on the Board and committee membership requirements. The Nominating and Corporate Governance Committee evaluates a candidate’s professional skills and background, experience at the policy-making level in the business, government or non-profit sectors or as a director of a widely-held public corporation, financial literacy, age, independence and past performance (in the case of incumbent candidates), along with qualities expected of all directors, including integrity, judgment, acumen, high professional and personal ethics, familiarity with our business and the time and ability to make a constructive contribution to our Board. The Nominating and Corporate Governance Committee believes it would be desirable for new candidates to contribute to the variety of viewpoints on the Board, which may be enhanced by a mix of different professional and personal backgrounds and experiences. The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. The Nominating and Corporate Governance Committee considers and reviews all candidates in the same manner regardless of the source of the recommendation. Our third amended and restated by-laws provide that any stockholder of record entitled to vote for the election of directors at the applicable meeting of stockholders may nominate persons for election to our Board, if such stockholder complies with the applicable notice procedures, which are discussed under the heading “Other Matters—Stockholder Proposals” in this proxy statement.

Corporate Governance Policies Related to Compensation and Equity

Please refer to the “Compensation Discussion and Analysis—Corporate Governance Policies” section of this proxy statement for discussion of our policies with respect to prohibiting derivative trading, hedging and pledging, clawback of compensation, stock ownership guidelines and the tax deductibility of compensation.

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

This Compensation Discussion and Analysis (“CD&A”) focuses on the Company’s 2023 compensation programs, actions and outputs relative to the Company’s 2023 performance. These compensation decisions reflect the Compensation Committee’s application of the Company’s compensation philosophy, plan objectives and performance standards against financial and individual executive performance through the end of 2023. The Company experienced a 17.6% increase in the stock price during 2023 due in part to the Company’s operational performance. As described further in this CD&A, the Company’s executive compensation programs strongly align realized compensation outcomes with the Company’s stock price performance.

Named Executive Officers (“NEOs”)

This CD&A describes the compensation of our NEOs named in the Summary Compensation Table for 2023¹:

Seth Blackley

Chief Executive Officer

John Johnson

Chief Financial Officer

Daniel McCarthy

President

Emily Rafferty⁽¹⁾

Chief Operating Officer

Jonathan Weinberg

General Counsel

Steve Tutewohl⁽¹⁾

Former Chief Operating Officer

2023 Highlights

Below are highlights of our performance in 2023:

Strategy Overview

Evolent was founded in 2011 with a mission to change the health of the nation by changing the way healthcare is delivered. Our mission remains the same today. Our sharpened focus on specialty care reflects our goal of accelerating our mission.

We are a market leader in connecting care for people with complex conditions like cancer, cardiovascular disease, and musculoskeletal diagnoses. We work on behalf of health plans and other risk-bearing entities and payers (our customers) to support physicians and other healthcare providers (our users) in providing

Compensation Discussion and Analysis

high quality evidence-based care to their patients. We believe adherence to evidence-based clinical pathways supports better outcomes for patients, a better experience for physicians, and lower costs for the healthcare system overall. Specialty care represents a significant and fast-growing portion of healthcare costs in the U.S., driven in part by the pace of development of new therapies and treatments. To manage these increasing costs, some health plans and other risk-bearing entities historically deployed cost containment strategies that can limit access to care and operate in narrow silos (for example, prior authorization for radiological studies being considered independently from a comprehensive chemotherapy regimen). We believe Evolent can bring an integrated approach to a patient’s condition across multiple specialties, using technology to recommend our evidence-based clinical pathways in a way that provides rapid feedback to the provider, seeks to remove barriers to care, and aligns financial incentives with the best evidence.

We have three primary solutions: (i) specialty care management services, (ii) total cost of care management and (iii) administrative services. Our partners may engage us to provide one, or multiple types of solutions, depending on their specific needs.

Year in Review

Evolent finished 2023 with revenue of $1,963.9 million, growth of 45.3% compared to the year ended December 31, 2022. Net loss attributable to common shareholders was $142.3 million, and Adjusted EBITDA was $194.7 million¹ for the year, representing growth of 83% as compared to the prior year. We exceeded our initial outlook for revenue and met our initial outlook for Adjusted EBITDA because of strong organic growth, as we expanded new client relationships and the average value of those relationships. We also enjoyed natural growth within our prior year of business as we added new lives and lines of business that had a positive impact on our pricing mix. In addition to strong growth in revenue and various metrics for profitability, Evolent continued to demonstrate the considerable positive and consistent operating cash flow characteristics of its portfolio. We finished the year with $192.8 million in cash and cash equivalents. Our cash flow generative capabilities have allowed the Company to fund continued investments in people, technology and solutions. In addition, the Company had the flexibility and resources to deploy growth capital to expand its portfolio and accelerate its strategy through accretive acquisitions.

The Company’s strategy continues to be grounded in three core operating principles intended to benefit all stakeholders. These principles are (1) driving strong organic growth in our core solutions; (2) expanding Adjusted EBITDA margins and cashflow through operational excellence and performance on behalf of our partners; and (3) prudent capital allocation to drive growth.

Our operational and clinical achievements across 2023 include:

Compensation Discussion and Analysis

Evolving Compensation Program Practices and Responsiveness to Stockholder Engagement

Our compensation programs are designed to focus our leaders on the key areas that drive the business forward and align with the short-term and long-term interests of our stockholders. The Compensation Committee considers many factors when determining our executive’s compensation plans, including financial results, progress on strategic priorities, market trends and stockholder feedback. In the last year, the Compensation Committee continues to adjust our peer group to align with Evolent’s growth and evolving competitive and governance practices, address feedback from our stockholders, and strengthen the link of pay to performance.

Below is a detailed summary of Evolent’s compensation practices for our NEOs, which align with our compensation philosophy and are in the best interests of our Company and stockholders.

Compensation Discussion and Analysis

Our 2023 Executive Compensation Program and Practices

The Compensation Committee believes that our executive compensation program is appropriately designed to advance stockholder interests through effective performance-based incentives with retention features. The primary components and associated purposes of our effective compensation program are as follows:

Under our executive compensation program, performance-based incentive compensation comprises a substantial portion of target compensation, and our executive officers have a larger percentage of target compensation at-risk than is fixed relative to total compensation (91% for our CEO, including 66% performance-based compensation (not including time-vested equity), and 87% for our other NEOs combined). The Compensation Committee takes a total rewards approach, considering each component of compensation collectively with other components when establishing the forms, components, and levels of compensation for our executive officers. In determining the appropriate mix of compensation elements for each executive officer, our compensation program seeks to provide a balance between the various components by rewarding performance through annual performance-based cash incentive compensation, which encourages achieving and exceeding annual goals to advance our long-term growth strategy, and through long-term equity incentive compensation to align our executive officers’ interests with those of our stockholders.

Compensation Discussion and Analysis

Compensation Mix⁽¹⁾

CEO: Target Pay		Other NEOs: Target Pay

Objectives of our Executive Compensation Program

Our compensation philosophy for executive officers aims to provide incentives to achieve both short- and long-term business objectives, align the interests of our executive officers and stockholders, and ensure that we can hire and retain talented individuals in a competitive marketplace.

Key objectives of our executive compensation program are as follows:

Role of the Compensation Committee and the CEO

The Board has delegated to the Compensation Committee the responsibility of overseeing the administration of the Company’s compensation plans and the preparation of all reports and documents required by the rules and regulations of the SEC. The Compensation Committee annually reviews and approves the corporate goals and objectives upon which the executive compensation program is based. The Compensation Committee evaluates the CEO’s performance against these goals and objectives. Furthermore, the Compensation Committee reviews and makes recommendations to the Board with respect to any incentive compensation plans, including equity-based plans, to be adopted or submitted to the Company’s stockholders for approval.

Compensation Discussion and Analysis

The Compensation Committee meets at least quarterly throughout the year and may meet more often, as required to address ongoing events. In 2023, the Compensation Committee met seven times. Meeting agendas are determined by the Chair of the Compensation Committee with the assistance of our CEO. Our CEO attended all seven Compensation Committee meetings in 2023, and representatives from the Compensation Committee’s independent compensation consultant, Exequity, attended all seven meetings in 2023. At the Compensation Committee meetings, our CEO made recommendations to the Compensation Committee regarding the annual base salary, annual cash incentive compensation and equity compensation of our NEOs (other than our CEO).

Compensation Setting Process

The Compensation Committee makes compensation determinations for our CEO after consideration of individual and Company performance for the year, along with an examination of external market data of our industry peer group, as described below under “Use of Peer Companies.”

The Compensation Committee makes compensation determinations for our NEOs other than our CEO based on recommendations made by our CEO, taking into account each NEO’s individual performance (with an assessment of the individual’s accomplishments provided by our CEO) and Company performance, along with an examination of external market data of our industry peer group, as described below under “Use of Peer Companies.”

Role of the Independent Compensation Consultant

The Compensation Committee retained Exequity as its independent compensation consultant during fiscal 2023. The Compensation Committee assessed the independence of Exequity and whether its work raised any conflict of interest, taking into consideration the independence factors set forth in applicable SEC and NYSE rules, and determined that Exequity is independent. Exequity took guidance from and reported directly to the Compensation Committee. Exequity advised the Compensation Committee on current and future trends and issues in executive compensation and on the competitiveness of the compensation structure and levels of our NEOs during 2023. At the request of the Compensation Committee, Exequity performed the following services, among others, to inform the Compensation Committee’s decisions regarding executive compensation for 2023:

All services performed for us by Exequity during 2023 were related to executive and non-employee director compensation.

Use of Peer Companies

The Compensation Committee reviewed the Company’s peer group to determine if revisions were needed for 2023 based on changes affecting either the Company or any of the peer group companies. Our process focused on reviewing companies within related industries to develop an array of peer benchmarks that balance industry focus, revenue size, market capitalization, and the competitive market for talent.

Based on guidance from Exequity, and the application of the scoping factors highlighted above, the Compensation Committee adjusted the peer group. In so doing, the Compensation Committee removed

Compensation Discussion and Analysis

Inovalon Holdings, Inc. as it was acquired by an equity consortium led by Nordic Capital in November 2021, Natus Medical Incorporated as it was acquired by ArchiMed in July 2022, and Tivity Health, Inc. as it was acquired by Stone Point Capital in June 2022. To replace the companies removed from the peer group and ensure an ongoing robust sampling of peer executive compensation data, the Compensation Committee also added new peer companies, including Amedisys, Inc., Apollo Medical Holdings, Inc., Health Catalyst, Inc., Omnicell, Inc., and Teladoc Health, Inc. Following the addition of these companies, the Company’s main peer group reflected a balance of proper industry focus and an array of companies within a reasonable range of revenue size and market capitalization relative to the Company, as further described below.

All of the peer companies are publicly traded and demonstrate appropriate revenue size and industry focus or a level of complexity and business model similar to ours. For the purposes of the Compensation Committee’s review and approval of the peer group in early September 2022, our market capitalization was at the peer group 59^th percentile, and our revenues rested at the peer group 41^st percentile, based on trailing 12-month (“TTM”) financial information available as of September 9, 2022. The 2023 peer group consisted of the following companies:

Consistent with 2022, in 2023 the Compensation Committee also considered compensation data for an additional array of emerging healthcare disruptor organizations, mainly to provide additional reference related to pay practices across the broader industry as additional information related to pay decisions for Mr. McCarthy in particular. At the time the Compensation Committee reviewed comparative pay data in November 2022, median TTM revenues as of October 24, 2022 for this array of companies was $1.1B million and median market capitalization as of October 24, 2022 was $2.3 billion.

Compensation data from public filings of companies in our peer group and the reference organizations described above and from published surveys formed the basis of the competitive benchmarking analysis and pay mix comparison. The data provided a useful reference point in the Compensation Committee’s efforts to appropriately align target total executive compensation to that of our peers, which affords our

Compensation Discussion and Analysis

NEOs the opportunity to earn above-target level of compensation for exceptional performance that could be expected to increase value for stockholders, while providing that they would earn less than targeted compensation if the Company’s performance failed to meet expectations.

In determining the structure of our executive compensation program, as well as the individual pay levels of our NEOs the Compensation Committee reviewed competitive market data provided by Exequity, which compared the various elements of compensation provided to our executive officers, relative to compensation paid to individuals holding similar positions at companies in our executive compensation peer group. Exequity worked with the Compensation Committee and management to assess the data and review our compensation practices. The table below summarizes the relative positioning of target total compensation opportunities for our senior executives vs. the 2023 peer group as of the time the Compensation Committee reviewed executive pay benchmarking in November 2022, prior to making pay decisions for 2023.

Given our executives’ progression in their roles and generally superior performance, the Compensation Committee approved significant pay increases (particularly with respect to long-term incentive opportunities) to continue to align compensation with shareholder interests as well as company and individual performance.

Say-on-Pay Vote and Compensation Actions Taken

In 2023, we received approximately 98.1% approval on our advisory vote to approve NEO compensation. We considered this in general as an affirmation that our stockholders support our executive compensation program. As detailed in the “Corporate Governance—Stockholder Engagement” section, we regularly engage in investor outreach to better understand our investors’ concerns and to solicit feedback on our governance practices, including our executive compensation program. Our Board and the Compensation Committee greatly value the benefits of maintaining a dialogue with our stockholders to understand their views on our executive compensation program and practices. The Compensation Committee will consider the outcome of say-on-pay votes and is devoted to consistently reviewing and enhancing our compensation programs.

Compensation Discussion and Analysis

Elements of our Compensation Program

Base Salary

The Compensation Committee reviews NEO base salaries each year (or otherwise at the time of a new hire or promotion) and makes any adjustments it deems necessary. In setting base salaries, the Compensation Committee considers changes in responsibilities, individual performance, tenure in position, internal pay equity, Company performance, market data for individuals in similar positions and advice from our independent compensation consultant. The Compensation Committee gives no specific weighting to any one factor in setting the level of base salary. The table below summarizes the Compensation Committee’s decisions related to base salary throughout the year. Except as noted in the footnotes below the table, base salary increases approved by the Compensation Committee for 2023 were intended to reflect market adjustments, based on the positioning of our NEOs’ base salaries as summarized in the table above entitled, “Target Pay vs. Peer Median by Elements of Program.”

Annual Cash Incentive Plan

Under our annual performance-based short-term cash incentive plan, which we refer to as the 2023 Bonus Plan, we provide our NEOs with the opportunity to receive a variable, at-risk cash payment. Payments under the 2023 Bonus Plan to our NEOs are determined at the discretion of our Compensation Committee, and, in the case of our NEOs other than Mr. Blackley, on recommendations made by Mr. Blackley, considering the executive’s performance as rated on a five-point scale against predetermined performance goals.

Each of our NEO’s threshold bonus opportunities, which correspond to three out of five points (or a rating of “meets expectations”), target bonus opportunities, which correspond to four out of five points (or a rating of “exceeds expectations”) and maximum bonus opportunities, which correspond to five out of five points (or a rating of “exceptional performance”) under the 2023 Bonus Plan are set forth in the table below. Bonuses are not awarded in the event of overall performance below the threshold level.