Form 4: Clover Health Executive Jamie L. Reynoso Reports Stock Disposals to Cover Tax Obligations
SEC Form 4 Filing
Clover Health's CEO of Medicare Advantage, Jamie L. Reynoso, disposed of shares to cover tax obligations related to vesting restricted stock units.
Summary
- Jamie L. Reynoso, CEO of Medicare Advantage at Clover Health, disposed of 12,567 Class A Common Stock shares on December 14, 2024, at a price of $3.11 per share.
- This disposal was to cover tax obligations related to the vesting of restricted stock units (RSUs) granted on March 14, 2022.
- An additional 8,691 Class A Common Stock shares were disposed of on December 15, 2024, also at $3.11 per share, to cover tax obligations from RSUs granted on September 16, 2022.
- The remaining RSUs from the March 2022 grant vest quarterly in equal installments of 6.25% until March 14, 2026.
- The remaining RSUs from the September 2022 grant vest quarterly in equal installments of 6.25% until September 15, 2026.
- These vestings are contingent on Reynoso's continued service with the company.
Sentiment
Score: 5
Explanation: The document reflects a routine transaction related to executive compensation and does not indicate any positive or negative sentiment towards the company's performance or outlook.
Risks
- The continued vesting of RSUs is contingent on the continued service of Jamie L. Reynoso, which introduces a risk of potential loss of unvested shares if he leaves the company.
Future Outlook
The remaining RSUs will continue to vest quarterly until March 14, 2026, and September 15, 2026, respectively, subject to the continued service of the Reporting Person.
Industry Context
This is a routine filing related to executive compensation and is common practice for companies that grant stock-based compensation. It does not indicate any significant change in the company's operations or outlook.
Comparison to Industry Standards
- Stock-based compensation is a common practice across the healthcare and technology industries, and the vesting schedules and tax withholding practices described in this document are typical.
- Many companies, such as UnitedHealth Group (UNH) and Humana (HUM), also use restricted stock units as part of their executive compensation packages.
- The vesting schedules described are standard, with quarterly vesting over a multi-year period being a common approach to incentivize long-term performance and retention.
Stakeholder Impact
- The stock disposals by the executive may have a minor impact on the overall share supply, but it is not expected to significantly affect shareholders.
Key Dates
| Date | Description |
|---|---|
| 2022-03-14 | Date of original grant of time-based restricted stock units (RSUs) to Jamie L. Reynoso, with 6.25% vesting on December 14, 2024. |
| 2022-09-16 | Date of original grant of time-based restricted stock units (RSUs) to Jamie L. Reynoso, with 6.25% vesting on December 15, 2024. |
| 2024-12-14 | Date of disposal of 12,567 Class A Common Stock shares to cover tax obligations. |
| 2024-12-15 | Date of disposal of 8,691 Class A Common Stock shares to cover tax obligations. |
| 2024-12-17 | Date of filing of the SEC Form 4. |
| 2026-03-14 | Final vesting date for the RSUs granted on March 14, 2022. |
| 2026-09-15 | Final vesting date for the RSUs granted on September 16, 2022. |
Keywords
Clover Health, CLOV, Jamie L. Reynoso, Medicare Advantage, Stock Disposal, Restricted Stock Units, RSUs, Tax Obligations, SEC Form 4, Executive Compensation
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