Form 4: Evolent Health Director Cheryl Scott Receives Significant Restricted Stock Unit Grant

Evolent Health, Inc. Director Cheryl Scott was granted 21,979 restricted stock units (RSUs) on June 5, 2025, aligning her interests with shareholder value.

Summary

• Cheryl Scott, a Director of Evolent Health, Inc. (EVH), acquired 21,979 Class A Common Stock shares in the form of restricted stock units (RSUs).
• The transaction occurred on June 5, 2025, with an acquisition price of $0 per unit, as it represents a grant.
• Following this transaction, Ms. Scott beneficially owns a total of 73,476 Class A Common Stock shares.
• The RSUs were granted under the Amended and Restated Evolent Health, Inc. 2015 Omnibus Incentive Compensation Plan.
• These securities are set to vest on the earlier of June 5, 2026, or the date of the Company's 2026 annual meeting, contingent upon Ms. Scott's continued service.

Sentiment

Score: 6

Explanation: Slightly positive, as it represents a standard and expected compensation event that aligns director interests with shareholders, without indicating any negative operational or financial news.

Positives

• The grant of restricted stock units to a director aligns management and board interests with those of shareholders, as the value of the compensation is tied to the company's stock performance.
• This is a standard form of equity compensation, indicating ongoing commitment to retaining and incentivizing key personnel.

Risks

• The value of the granted restricted stock units is subject to the future market price fluctuations of Evolent Health, Inc.'s Class A Common Stock.
• Vesting of the RSUs is contingent on continued service, meaning the director would forfeit the unvested units if service ceases before the vesting date.

Future Outlook

The restricted stock units are scheduled to vest on the earlier of June 5, 2026, or the date of the Company's 2026 annual meeting, provided the reporting person continues her service.

Industry Context

The grant of restricted stock units to a director is a common practice in the healthcare technology and services industry, used to attract, retain, and incentivize board members by aligning their long-term interests with the company's performance and shareholder value.

Comparison to Industry Standards

• The use of restricted stock units (RSUs) as a component of director compensation is a widely adopted practice across various industries, including healthcare technology, aligning with global benchmarks for corporate governance and executive/board incentives.
• While the specific number of units granted (21,979) is particular to Evolent Health and Ms. Scott's role, it falls within the typical range for non-employee director equity compensation at companies of similar market capitalization and industry, though direct comparisons would require detailed compensation peer group analysis.

Corporate Governance

Related Party Transactions

• The grant of 21,979 restricted stock units to Cheryl Scott, a Director of Evolent Health, Inc., constitutes a related party transaction as it involves compensation from the company to a member of its board of directors.

Stakeholder Impact

• Shareholders: The grant of RSUs to a director is intended to align the director's financial interests with the long-term performance of the company, potentially benefiting shareholders through improved governance and strategic decisions.
• Employees: No direct impact on general employees is indicated by this specific filing, though it reflects the company's overall compensation philosophy for key personnel.

Next Steps

• The restricted stock units will vest on the earlier of June 5, 2026, or the date of Evolent Health's 2026 annual meeting, subject to Cheryl Scott's continued service.

Key Dates

Keywords

Evolent Health, EVH, SEC Form 4, Restricted Stock Units, RSU, Director Compensation, Insider Transaction, Equity Grant, Corporate Governance