DEF 14A 1 edge20002169x1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(A) of the Securities
Exchange Act of 1934

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CHANGE HEALTHCARE INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Message from Our

Chairman and CEO


Howard Lance	Neil de Crescenzo
Chairman of the Board	President & Chief Executive Officer

Fiscal year 2021 was a pivotal year for Change Healthcare as we work to advance a simpler, more intelligent, and adaptive healthcare system.

Dear Fellow Stockholders,

On behalf of the Board of Directors and Change Healthcare team members, we thank you for your continued support. We’re immensely proud of our team’s hard work to address industry challenges and accelerate growth as we work to improve all aspects of the healthcare journey and drive the transformation of the US healthcare system.

The Board is intently focused on overseeing Change Healthcare’s commitment to maximizing long-term value for our stockholders. By concentrating on our long-term objectives and leveraging our well-established and scaled platform, a world-class solutions development team, a strong new business pipeline, and deep customer and partner relationships, we are poised to accelerate growth and create lasting value for our stockholders, customers, and employees alike.

Key Fiscal Year 2021 Accomplishments

Fiscal year 2021 was a pivotal year for Change Healthcare as we made financial gains and improvements across many of our business segments. We’re proud to highlight our achievements that underpinned our strong results in the following key areas:

Advanced and Scaled Technology

●

Announced new Artificial Intelligence models, trained by expert physicians, which extract meaningful diagnostic information from text in EHRs. The first application of this technology is within our InterQual AutoReview™ solution, which automates medical necessity reviews using real-time data from EHRs.

●

Unveiled nationwide Clinical Document Collector, a new cloud-based interoperability solution that makes it possible for customers to retrieve patient records quickly and easily from the industry’s leading electronic health record systems and other systems with world-class consent management and data security.

Strategic Acquisitions and Partnerships

●

Acquired strategic partners such as Nucleus.io, a leader in the development of advanced cloud-native imaging technologies, and Prometheus Analytics^®, the industry-standard for value-based care reimbursement models based on episodes of care.

●

Extended our reach to more than 59,000 pharmacies in the US through the acquisitions of eRx Network and PDX, two leaders in the delivery of electronic solutions to the pharmacy industry. Our combined portfolio of Pharmacy Network and Software and Analytics solutions is accelerating new product development and improving our cross-selling opportunities.

●

Integrated our SmartPay™ Consumer Payment solution with Epic MyChart® and encrypted device integration within Epic Hyperspace®, allowing providers to offer their patients a wide range of payment options and giving providers a multi-channel payment solution.

Created Solutions that Address Social Determinants of Health to Drive Greater Equity in our Healthcare System

●

Announced, in collaboration with Amazon Web Services (AWS), a new Data Science as a Service (DSaaS) offering to drive improved outcomes and healthcare economics for vulnerable health communities.

●

In conjunction with collaborators like Mayo Clinic and the Duke University School of Medicine, launched Social Determinants of Health (SDoH) Analytics, a national data resource to help health systems, insurers, and life sciences organizations explore how geodemographic factors affect patient outcomes.

Responded to the Global Pandemic by Supporting Customers, Collaborating with Partners, and Creating New Solutions

●

Introduced National Payments Connector (NPx) for providers and payers to help eliminate millions of paper-based checks and remittances by making multi-payer electronic payment enrollment easy. Thousands of providers and hundreds of payers benefited from the cost savings of reduced paper processing while making it easier for employees working from home to process and post payments.

●

Announced a new consumer engagement and revenue cycle management solution for pharmacies that makes it easier for consumers to get COVID-19 testing in their local pharmacies. Pharmacies can electronically bill for COVID-19 tests just as easily as they bill for prescriptions and flu shots to better support their cash flow during the pandemic.

●

Enhanced Carnegie Mellon University’s Delphi Group’s COVIDcast real-time COVID-19 indicators by adding de-identified COVID-19 claims from Change Healthcare to its unique combination of survey, testing, and mobility data.

An Update on Diversity & Inclusion

In an effort to expand and enhance our culture of intentional inclusion, over the course of the past year, we focused on educating leaders about unconscious bias and continued to create forums to engage in discussions about topics of importance to our employees through our Conversations that Matter series.

Our Board is active in overseeing our diversity and inclusion efforts. In furtherance of our commitment to Board diversity, we have included a Board diversity matrix in the accompanying proxy statement, which reflects that 30% of our Board is diverse in terms of gender identity or demographic background. To ensure we remain committed to our diversity and inclusion efforts, our Board will continue to monitor our progress over time.

Building a Better Healthcare Experience Together

We remain focused on delivering the next phase of growth by working in partnership with our customers and other stakeholders throughout the industry as we continue to integrate our diverse capabilities to advance connectivity, enhance efficiency, and drive better experiences and outcomes throughout the healthcare industry.

Thank you for your support as a Change Healthcare stockholder.

Howard Lance

Chairman of the Board

Neil de Crescenzo

President & Chief Executive Officer

Tuesday, March 29, 2022

Time: 11:00 am EDT

Place

www.virtualshareholdermeeting.com/CHNG2022

Notice

of Annual Meeting of Stockholders

To the stockholders of Change Healthcare Inc.:

You are receiving this proxy statement because you were a stockholder at the close of business on the record date of February 18, 2022 and are entitled to vote at our Annual Meeting of Stockholders. A list of these stockholders will be open for examination by any stockholder electronically during the meeting at www.virtualshareholdermeeting.com/CHNG2022 when you enter your 16-digit control number. Our Board of Directors is soliciting the accompanying proxy for use at the Annual Meeting. At the meeting, stockholders will act on the following items of business:

1.	Election of 10 director nominees named in the accompanying proxy statement.
2.	Advisory Vote to Approve Executive Compensation (“Say-on-Pay”).
3.	Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for Fiscal Year 2022.
4.	Consider such other business as may properly be brought before the meeting or any adjournment or postponement thereof

The 2022 Annual Meeting will be a virtual meeting of stockholders. You will be able to attend the Annual Meeting, vote your shares electronically and submit your questions during the meeting via live audio webcast by visiting www.virtualshareholdermeeting.com/CHNG2022. To participate in the meeting, you must have your 16-digit control number that is shown on your proxy card or the instructions that accompanied your proxy materials. You will not be able to attend the Annual Meeting in person.

Your vote is very important to us. Please submit your proxy or voting instructions as soon as possible, whether or not you plan to attend the meeting. You can be sure your shares are represented at the meeting if you are a stockholder of record by promptly voting electronically over the Internet or by telephone or by returning your completed proxy card in the pre-addressed, postage-paid return envelope or, if your shares are held in street name, by returning your completed voting instruction card to your broker. If, for any reason, you desire to revoke or change your proxy, you may do so at any time before it is exercised. The proxy is solicited by the Board of Directors of Change Healthcare Inc.

The Annual Meeting does not relate to the pending transaction with UnitedHealth Group Incorporated. Until the transaction is completed, we will continue to function as an independent public company and therefore we are filing this Notice of Annual Meeting and Proxy Statement in the ordinary course. Please be advised, however, that we will not hold the Annual Meeting described in this Notice of Annual Meeting and Proxy Statement if the transaction is completed prior to holding the Annual Meeting.

Proxy materials were first sent or made available to stockholders beginning on or about February 28, 2022. The mailing address of our principal executive offices is Change Healthcare, 424 Church Street, Suite 1400, Nashville, TN 37219.

How to Vote

Your vote is important. You are eligible to vote if you were a stockholder of record at the close of business on February 18, 2022. Please read the proxy statement with care and vote using any of the following methods and your control number.

By Internet Using
Your Computer

Go to www.proxyvote.com
and follow the instructions

By telephone

Call 1-800-690-6903

By mail

Sign, date and return
your proxy card in the
postage-paid envelope

Attend the Annual Meeting

Vote electronically
during the meeting at
www.virtualshareholdermeeting.
com/CHNG2022

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on March 29, 2022. The Notice, Proxy Statement and Annual Report are available at www.proxyvote.com.

	By order of the Board of Directors,



	Zack Beasley
	Corporate Secretary
	February 28, 2022

Table of Contents

Proxy Summary		7

Corporate Responsibility		10

Proposal 1:	Election of Directors	14
Director Nominees for Election at the 2022 Annual Meeting		15

Corporate Governance		20
Board Oversight		20
Board’s Role in Long-Term Strategic Planning		21
Committees of the Board		21
Board and Committee Responsibilities		22
Board Independence		23
Board Composition and Leadership Structure		24
Board Governance		25
Director Compensation		26

Proposal 2:	Advisory Vote to Approve Executive Compensation (Say-on-Pay)	28
Report of the Compensation Committee		28

Compensation Discussion and Analysis		29

Executive Compensation		37
Summary Compensation Table		37
Grants of Plan-Based Awards in Fiscal Year 2021		38
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table		39
Outstanding Equity Awards at 2021 Fiscal Year-End		40
Option Exercises and Stock Vested in Fiscal Year 2021		42
Pension Benefits in Fiscal Year 2021		42
Nonqualified Deferred Compensation for Fiscal Year 2021		42
Potential Payments Upon Termination or Change in Control		43

Proposal 3:	Ratification of the Appointment of Deloitte and Touche LLP as the Independent Registered Public Accounting Firm for the Company for Fiscal Year 2022	48
Services and Fees		48
Report of the Audit Committee		49

Our Executive Officers		50

Ownership of Common Stock		52
Security Ownership of Certain Beneficial Owners and Management		52
Delinquent Section 16(a) Reports		54
Certain Relationships and Related Transactions		54

Questions and Answers About Our Annual Meeting of Stockholders		57

Proxy Summary

This summary highlights certain information contained in this proxy statement and does not contain all of the information that you should consider in voting your shares. We encourage you to read the entire proxy statement and our annual report before voting.

Meeting Information


Meeting Date	Time	Location	Record Date
Tuesday, March 29, 2022	11:00 am EDT	www.virtualshareholdermeeting. com/CHNG2022	February 18, 2022

Stockholder Voting Matters

Proposal		Your Board’s Recommendation
Proposal 1.	Election of the 10 Directors Named in this Proxy Statement	FOR EACH NOMINEE	Page 14
Proposal 2.	Advisory Vote to Approve Executive Compensation (Say-on-Pay)	FOR	Page 28
Proposal 3.	Ratification of the Appointment of Deloitte and Touche LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal 2022	FOR	Page 48

Our Company

We are a leading independent healthcare technology company that provides data and analytics-driven solutions to improve clinical, financial and patient engagement outcomes in the U.S. healthcare system. We are a key catalyst of a value-based healthcare system, accelerating the journey toward improved lives and healthier communities.

Director Nominees

Our Board recommends that you vote FOR each of the director nominees named below for terms that expire at the Fiscal 2023 Annual Meeting. Additional information about each nominee’s background and experience can be found beginning on page 14.



Neil E. de Crescenzo, 60	Howard L. Lance, 66	Nella Domenici, 61	Nicholas L. Kuhar, 36
President & Chief Executive Officer Change Healthcare Inc. Director Since: 2017 Other Public Boards: 0	Independent Former President & Chief Executive Officer, Maxar Technologies Inc. Director Since: 2017 Other Public Boards: 2	Independent Former Chief Financial Officer, Dataminr Director Since: 2020 Other Public Boards: 1 Committees: Audit, Compliance	Independent Managing Director, Blackstone Inc. Director Since: 2019 Other Public Boards: 0 Committees: Compensation, Nominating & Corporate Governance


Diana McKenzie, 57	Bansi Nagji, 56	Philip M. Pead, 69
Independent Former Global Chief Information Officer, Workday Inc. Director Since: 2019 Other Public Boards: 2 Committees: Audit, Compliance	Independent President, Healthcare GoodRx, Inc. Director Since: 2017 Other Public Boards: 0 Committees: Compensation, Nominating & Corporate Governance	Independent Managing Partner, Beacon Point Partners, LLC Director Since: 2017 Other Public Boards: 0 Committees: Audit, Compliance

Phillip W. Roe, 61	Neil P. Simpkins, 55	Robert J. Zollars, 64
Independent Senior Advisor, Martin Ventures, LLC Director Since: 2017 Other Public Boards: 0 Committees: Audit, Compliance	Independent Executive Advisor, Blackstone Inc. Director Since: 2017 Other Public Boards: 2 Committees: Compensation, Nominating & Corporate Governance	Independent Senior Advisor, Frazier Healthcare Partners LLC Director Since: 2017 Other Public Boards: 1 Committees: Compensation, Nominating & Corporate Governance

Corporate Responsibility

As we mature as a public company, we are committed to continuing to evolve our environmental, social and governance (“ESG”) practices, which we believe naturally align with our risk management efforts, and increasing our public disclosure of our ESG efforts.

Our Corporate Purpose

At Change Healthcare, we are inspiring a better healthcare system, and are driven by our vision, values, and code of conduct, which can be found at http://ir.changehealthcare.com. We accomplish this purpose by providing innovative data and analytics-driven solutions to improve clinical, financial and patient outcomes. Our values-Pursue Purpose, Be Agile, Champion Innovation, Include All, and Earn Trust-define how we conduct business, and drive us forward with the belief that we can make a difference. As part of our corporate purpose, we believe a socially responsible approach to operating our business is in the best interests of our stockholders, customers, employees, suppliers, and communities.

Key Focus Areas

A few of our key focus areas that support our commitment to ESG, include the following, each of which are overseen by our Board of Directors.

Data Privacy

Living our Motto: Privacy Is Everybody’s Business

As one of the largest administrative, financial and clinical healthcare networks in the United States, we are committed to responsible collection, processing, disclosure and protection of patient data.

We continuously monitor our Privacy Risk Management Framework across all levels and functions of the Change Healthcare organization through trained personnel. Our Enterprise Privacy Office has operationalized global privacy compliance with privacy automation tools that streamline management of program processes.

We utilize an integrated privacy impact assessment process for review of new and updated products and applications, as well as automated data privacy incident monitoring and reporting, risk scoring and decision-support to protect and safeguard our customers’ data.

Cybersecurity

We have a robust Information Security program that covers a range of cybersecurity activities with a primary objective of maintaining the confidentiality, integrity and availability of information under our care, while also meeting regulatory, compliance and customer requirements. Our cybersecurity program consists of a cross functional, risk-based approach to cybersecurity, including global 24 hours-a-day, 7 days-a-week cyber threat detection and alerting and remediation technologies designed to ensure that the risk of a cybersecurity breach is mitigated and that there is a clear response plan in the event of a breach.

Change Healthcare employees are engaged through annual code of conduct privacy and security training, role-based training, communication of targeted policies and job aids, and frequent outreach through various internal platforms.

Human Capital Management and Corporate Culture Highlights

Our culture is based on innovation, compliance and integrity with Leadership DNA driving our workforce’s behavior and supporting our values.

We aim to attract, develop, and retain our team members using the human capital management and corporate culture practices summarized below.

Human Capital Governance

☑	Our Board has oversight and receives regular updates on topics related to human capital management and corporate culture, including:

–	Privacy and information security
–	Retention
–	Enterprise compliance (including global Code of Conduct training)
–	Investigations, employee engagement, and survey results
–	Workforce health and safety

☑	Our Speak Up! culture encourages employees to raise concerns, including through our 24 hours-a-day, 7 days-a-week Ethics Line

Total Rewards, Health & Wellness

☑	Our total well-being strategy focuses on health, wealth, community, and life

☑	We provide competitive salary, annual incentive awards, health and wellness and retirement benefits, paid volunteer days, stress and financial management, work/life balance resources, mental health resources, and Teladoc Health access

Learning & Development

☑	We invest in our employees’ success through Change Healthcare University

☑	Innovation, compliance, integrity, and education are an integral part of our culture and employee experience

☑	We help our employees expand their knowledge and gain foundational understanding through consistent education and training

☑	Our monthly communication program, Innovation @ Change, shows how we use innovations like artificial intelligence, our API Marketplace, and our Innovation Framework to enhance the skills and capabilities of our team members

Awards & Industry Recognition

☑	Our compliance training, “Integrity in Action,” has broken the mold with its use of state-of-the art learning theories, “Integrity Talk” Training videos, and social media-esque design. It has won 11 national recognitions, including the elite Brandon Hall Group Human Capital Excellence Gold Award

☑	We scored a 90 out of 100 on the Human Right’s Campaign’s Corporate Equality Index (for LGBTQ+ equality) and the Disability Equality Index (DEI) Best Places to Work for DisabilityIN

Community

☑	Through our Pursue Purpose value, we can improve a person’s life. Our workforce is dedicated to providing support and care to our communities, which is grounded in this value as we inspire a better healthcare system

☑	Our community giving takes many forms, including corporate partnerships, local partnerships, business resource groups, community giving awards, and volunteer days

☑	The Hands Across Change Healthcare Fund is our own 501(c)(3) dedicated to helping employees who are experiencing economic hardships

☑	In fiscal year 2021, our employees continued to creatively explore opportunities to volunteer their time to give back to our communities throughout the U.S. and Canada

☑	We donated to organizations we believe will make the biggest impact in advancing social justice

☑	We launched an employee matching gifts program to match employee donations annually

Environmental Sustainability

☑	We share a commitment that aims to consciously operate our business in a manner that aligns with environmentally sound best practices and reduces our carbon footprint and that of our customers

☑	We contribute to sustainable development and positively impact the achievement of global environmental objectives by:

•	Contributing to sustainable energy use by operating with cloud-based solutions

•	Mitigating climate change by operating with cloud-based solutions

☑	We expect our suppliers to share our commitment by responding to challenges posed by climate change, which is outlined in our public Supplier Code of Conduct

☑	We exceed efficiency standards for our data center functionality, and we utilize continuous improvement models to excel in energy conservation

☑	Our primary data center is Energy Star compliant and we audit our power use and infrastructure to take advantage of programs that drive efficiency

☑	We adhere to the standards established by the National Security Agency and National Institute for Standards and Technology (NIST) SP 800-88 regarding equipment sanitation and e-waste disposal for all our data centers and remote sites

☑	We partner with sustainability partners to operate in environmentally responsible ways, including through our robust recycling programs, janitorial contracts, new construction, lighting efficiencies, new furniture buys, document storage and shredding, central storage, and moving

Culture of Compliance

The people of Change Healthcare are the heart of compliance and must be the focus of our program.

		Diversity & Inclusion
		☑ Our mission is simple - Different backgrounds, same values, one vision.

We pursue our mission by:
•	Creating and supporting a diverse workforce

•	Developing a culturally competent organization

•	Building an inclusive culture

•	Empowering diverse product and solution technologies

☑	Four pillars of our diversity and inclusion include: People, Environment, Business, and Compliance

☑	We prioritize diversity and inclusion training for our employees, including Unconscious Bias Training

☑	Our Business Resource Groups consists of: Pride (LGBTQ+) at Change, African American Voices for Change, Asian Professionals at Change, Young Professionals Making Change, Women for Change, Disability @ Change, Veterans for Change and Hispanic Comunidad de Change

Board and Management Engagement

Our Board is active in overseeing our diversity and inclusion efforts and receives periodic updates from our CEO regarding diversity and inclusion at Change Healthcare. Our leadership team provides regular updates to our Board.

To ensure we remain committed to our diversity and inclusion efforts, our Board will monitor our progress over time.

Proposal 1

Election of Directors

Election of 10 Directors

•	Neil E. de Crescenzo

•	Howard L. Lance

•	Nella Domenici

•	Nicholas L. Kuhar

•	Diana McKenzie

•	Bansi Nagji

•	Philip M. Pead

•	Phillip W. Roe

•	Neil P. Simpkins

•	Robert J. Zollars

Above are our 10 nominees for election as Director, each of whom currently serves on the Board. Each nominee has stated his or her willingness to serve on the Board. All of our Director nominees who are elected at the 2022 Annual Meeting will be elected for a one-year term expiring at the annual meeting of stockholders to be held during the fiscal year ending March 31, 2023 when their successors are duly elected and qualified in accordance with our Company’s amended and restated bylaws (the “Amended and Restated Bylaws”), (or earlier upon their resignation, removal or death). A plurality of the votes cast in the election of Directors at the Annual Meeting is required for the election of Directors.

For each of the 10 nominees for election as Directors at the 2022 Annual Meeting, set forth below is information as to the principal occupation of each Director during at least the past five years, the other public company directorships and the experience, qualifications, and skills that, in the opinion of the Nominating and Corporate Governance Committee and the Board, provide an appropriate mix of experience and skills relevant to the size and nature of our business and make the individual qualified to serve as a Director of the Company.

Director Nominees for Election at the 2022 Annual Meeting

Neil E. de Crescenzo

Age: 60

Director
since: 2017

Other Public
Boards: 0

Occupation:

• President and Chief Executive Officer, Change Healthcare Inc.

Director Highlights:
Mr. de Crescenzo brings significant management and leadership experience as a member of our Management team and from his service in multiple management and leadership positions within large providers of software and technology products and services, as well as his many years of experience in the healthcare software and information technology industries.

Experience:

• Mr. de Crescenzo has served as President and Chief Executive Officer of Change Healthcare since 2017. Prior to joining Change Healthcare, he served as Chief Executive Officer and a member of the board of directors of Legacy Change Healthcare from 2013 to the closing of the Joint Venture Transactions in 2017. Prior to Change Healthcare, he served as Senior Vice President and General Manager of Oracle’s Global Health Sciences business from 2006 to 2013. Prior to that, he spent a decade at IBM Corporation from 1996 to 2006.

• He currently serves on the board of directors of the Middle Tennessee American Heart Association, and is a member of the executive committee of the board of directors of the Healthcare Leadership Council.

Howard L. Lance

Age: 66

Director
since: 2017

Independent

Chairman of
the Board

Other Public
Boards: 2

Occupation:

• Former President and Chief Executive Officer, Maxar Technologies Inc.

Director Highlights:

Mr. Lance brings over three decades of extensive management and leadership skills developed in his many years as a senior executive officer, and director of large, public companies. This experience provides an informed perspective on industry matters, technology, government and regulatory concerns pertinent to Change Healthcare’s business.

Experience:

• Mr. Lance was appointed Chairman of the Board of Directors of Change Healthcare in 2020, following the completion of the split-off of McKesson Corporation’s ownership interest in Change Healthcare. He also serves as Chairman of the board of Summit Materials. He began serving on the board of Summit Materials in 2012 and was appointed Chairman of the board of directors in 2013. In February 2021, Mr. Lance was appointed as a director of New Vista Acquisition Corp., a special purpose acquisition company focused on emerging technologies for aerospace and defense markets. In addition, Mr. Lance served on the board of directors for legacy Change Healthcare from 2012 to 2013 and was chairman of the board from 2013 to 2017.

• Mr. Lance served as Executive Advisor to the Blackstone Group between 2012 and 2016.

• He previously served as President and Chief Executive Officer of Maxar Technologies from 2016 to 2019. He also served as Chairman, President and Chief Executive Officer of Harris Corporation from 2003 to 2011.

• Mr. Lance served as a director on the boards of Ferrovial S.A. from 2014 to 2016, Eastman Chemical Company from 2005 to 2014, Stryker Corporation from 2009 to 2014, and Aviat Networks from 2007 to 2009.

• Mr. Lance has been widely recognized for his business achievements and civic engagement. He received honorary Doctor of Science degrees from the University of Central Florida and the University of Florida, and an honorary Doctor of Humane Letters from Bradley University. He was appointed to the National Security Telecommunications Advisory Committee by President George W. Bush. He has been nationally honored by the American Business Awards, the American Electronics Association, and Ernst & Young.

Nella Domenici

Age: 61

Director
since: 2020

Independent

Committee
Assignments:

• Audit,
Compliance

Other Public
Boards: 1

Occupation:

• Former Chief Financial Officer, Dataminr

Director Highlights:

Ms. Domenici is a C-suite executive, board director, and philanthropist.

Experience:

• During 2020 and 2021, Ms. Domenici was the Chief Financial Officer and member of the Executive Committee at Dataminr, a leading high-growth artificial intelligence company that is late-stage venture backed. In her senior executive role, Ms. Domenici was responsible for legal, compensation, strategy, accounting, financial planning and analysis, investor relations, corporate finance, fundraising, capital structure, tax M&A and partnership, and real estate and workplace operations.

• Ms. Domenici serves on the board of directors of AllianceBernstein and on AllianceBernstein’s audit committee, a position she has held since early 2020.

• She previously served as Chief Financial Officer and a member of the Operating Committee from 2015 to 2018 at Bridgewater Associates, a hedge fund with more than $140 billion in assets under management. Her responsibilities included accounting, budgeting, revenue management, corporate finance and capital structure, tax, shareholder services, strategic initiatives, compensation, and technology investment. From 2012 to 2015, Ms. Domenici was a strategic advisor to Bridgewater’s Management Committee focusing on evolving governance, board and leadership initiatives.

• Prior to joining Bridgewater, she held senior managerial, investment banking and strategic positions including: Citadel Investment Group, where she was a member of the Management Committee focusing on strategy and planning; Credit Suisse, where she was Head of Middle Market Mergers and Acquisitions; and The Monitor Consulting Group, where she focused on healthcare. In addition, she is a proven entrepreneur, having founded a successful consulting firm that advised family-owned, private equity, venture-backed and real estate companies.

• Ms. Domenici is a dedicated advocate and champion in the areas of education, healthcare, and economic development. She co-founded the Excellent Schools of New Mexico, a leading nonprofit organization that supports charter schools in underserved communities, and serves on the Board of Regis High School in New York City, the county’s premier full-scholarship Jesuit college preparatory institution. In addition, she is on the board of Los Alamos National Laboratory Foundation, which is dedicated to improving education. Ms. Domenici previously served on the Board of One World Surgery, which provides access to quality surgical care globally. She was also a member of the Bipartisan Policy Center Behavioral Health Integration Task Force, where she championed initiatives addressing mental illness across the country. She currently serves on the advisory board of the International Folk-Art Market, which generates economic opportunities for folk artists worldwide, particularly women in developing countries.

• Ms. Domenici graduated with an M.B.A. from Harvard Business School, where she was a Baker Scholar, and earned her J.D. from Georgetown University Law Center.

Nicholas L. Kuhar

Age: 36

Director
since: 2019

Independent

Committee
Assignments:

• Compensation,
Nominating
& Corporate
Governance

Other Public Boards: 0

Occupation:

• Managing Director, Blackstone Inc.

Director Highlights:

Mr. Kuhar has significant financial and investment experience and strategic skills gained through his experience with Blackstone portfolio companies.

Experience:

• Mr. Kuhar is a Managing Director at Blackstone in the Private Equity Group, a position he has held since 2021. From 2014 until 2021, he was a Principal at Blackstone in the Private Equity Group.

• He serves on the board of directors of private companies MB Aerospace and Service King.

• Prior to Blackstone, Mr. Kuhar was at Bain Capital, where he evaluated and executed private equity investments across several industries in the U.S. and Japan.

• Mr. Kuhar’s previous experience includes McKinsey & Company, where he was a member of the Corporate Finance practice.

• He served on the board of directors of privately-held HealthMarkets, Inc.

Diana McKenzie

Age: 57

Director
since: 2019

Independent

Committee Assignments:

• Audit,
Compliance

Other Public Boards: 2

Occupation:

• Former Global Chief Information Officer, Workday, Inc.

Director Highlights:

Ms. McKenzie brings over three decades of significant management, technology, and healthcare industry experience to the Board. She is a technology leader and innovator with deep digital, technology, cybersecurity, regulation, and global operations experience and has directed teams for large biotechnology and pharmaceutical companies.

Experience:

• Ms. McKenzie has served as a Special Advisor of Brighton Park Capital since 2019. She has been an Executive in Residence at Metis Strategy, a management and strategy consulting firm since 2019. Ms. McKenzie is an Executive Advisor to World50’s CIO community and remains active as a CIO advisory council member for several VC firms.

• She was appointed to the board of directors of Vertex Pharmaceuticals in June 2020 and also serves on the board of MetLife and on MetLife’s audit and finance and risk committees, a position she has held since 2018. She also joined the board of directors of Paradox in July 2020 and GenapSys Inc. in May 2021, both private companies.

• She served in leadership positions at Amgen for over a decade as Senior Vice President and Chief Information Officer and Vice President of Information Systems, responsible for leading Amgen’s Global IS Infrastructure, Enterprise Architecture and Information Systems Security and Compliance organizations from 2010 to 2016.

• She served as Group Director at Eli Lilly and Company as the Information Officer, Product Development and Commercialization IT and a variety of Information Systems Leadership roles for over 17 years supporting Research & Development, Corporate Engineering, Human Resources, and IT Architecture, Strategy, and Planning.

• She has been recognized by the National Diversity Council in 2015 as one of the nation’s Most Powerful Women in Technology and by the San Francisco Business Times on their Forever Influential Women’s list.

Bansi Nagji

Age: 56

Director
since: 2017

Independent

Committee Assignments:

• Compensation,
Nominating &
Corporate
Governance

Other Public Boards: 0

Occupation:

• President, Healthcare, GoodRx, Inc.

Director Highlights:

Mr. Nagji brings over 25 years of experience in healthcare, global strategic planning and development, growth management, innovation, and corporate M&A, and is a recognized thought leader.

Experience:

• Mr. Nagji previously served as Executive Vice President of Corporate Strategy and Business Development for McKesson Corporation, a position he held from 2015 to 2020. He was responsible for guiding strategy development with McKesson’s business unit leaders, leading mergers and acquisitions, and helping to foster innovation across the company.

• Prior to joining McKesson, he served as a principal of Deloitte Consulting, LLP and Global Leader, Monitor Deloitte from 2013 to 2015.

• He also served on the Board of Directors of Deloitte LLP between 2013 and 2015.

• Prior to that, Mr. Nagji served at Monitor Group, a global strategy consulting firm, for 20 years where he was a senior partner and its President when the firm merged with Deloitte.

• Mr. Nagji has authored several papers and articles on the topic of innovation, including articles for Harvard Business Review, Pharmaceutical Executive, The Conference Board Review, and Rotman Magazine.

• Mr. Nagji has been recognized multiple times by EMpower as a senior executive role model for minorities in the workplace. He is also an active supporter of several not-for-profit organizations.

Philip M. Pead

Age: 69

Director
since: 2017

Independent

Committee Assignments:

• Audit,
Compliance
(Chair)

Other Public Boards: 1

Occupation:

• Managing Partner, Beacon Point Partners, LLC

Director Highlights:

Mr. Pead is an industry veteran with more than 25 years of experience in the software industry. As the former chairman and chief executive officer of several publicly traded healthcare companies, Mr. Pead brings significant leadership skills and intimate knowledge of the healthcare industry. He has extensive management experience, developed through years of integrating acquired companies, improving operating efficiencies and margins, managing complex regulatory compliance matters, and growing businesses.

Experience:

• Mr. Pead serves as Managing Partner at Beacon Point Partners, LLC a position he has held since 2007.

• Mr. Pead served on the board of legacy Change Healthcare from 2012 to 2017, and from 2009 to 2011.

• In March 2021, Mr. Pead was appointed as a director of Agile Growth Corp, a special purpose acquisition company, and also serves as chair of the audit committee. In addition, Mr. Pead serves on the board of Modernizing Medicine, Inc., a private company, a position he has held since 2018, where he is the chair of the compliance committee and a member of the compensation committee.

• He served as Executive Chairman, President and Chief Executive Officer of Progress Software Corp. from 2012 until 2016.

• Prior to that, he served as Executive Chairman and Interim Chief Executive Officer of Progress Software Corp., a position he briefly held in 2012 and as non-executive chairman beginning in 2012, having joined the Progress Software Corp. board of directors as Non-Executive Chairman in 2011.

• Prior to that, Mr. Pead served as Chairman of the board of directors of Allscripts Healthcare Solutions, Inc. from 2010 to 2012 following Allscripts’s acquisition of Eclipsys Corporation where he had served as President and Chief Executive Officer since 2009.

• Mr. Pead serves on the board of directors and as Secretary of the Posse Foundation, a non-profit that is focused on expanding the pool from which top colleges and universities can recruit young leaders from diverse backgrounds. He is the founding Chairman of the Posse Foundation in Atlanta.

Phillip W. Roe

Age: 61

Director
since: 2017

Independent

Committee Assignments:

• Audit (Chair),
Compliance

Other Public Boards: 0

Occupation:

• Senior Advisor, Investment Committee, Martin Ventures, LLC

Director Highlights:

Mr. Roe brings over 20 years of experience in the healthcare industry as a former chief executive officer and chief financial officer for a public company. He brings to Change Healthcare extensive leadership, financial, and accounting experience.

Experience:

• Mr. Roe serves as Senior Advisor and a member of the Investment Committee at Martin Ventures, a position he has held since 2018. Martin Ventures is a private family-owned venture capital fund focused on healthcare technology.

• Previously, he served as Chief Executive Officer of Martin Ventures from 2015 to 2018.

• He served on the board for legacy Change Healthcare from 2015 to 2017.

• Mr. Roe served as Senior Vice President of Finance at Tenet Healthcare from 2013 to 2015, following Tenet’s acquisition of Vanguard Health Systems. At Vanguard Health Systems, he served as the Executive Vice President and Chief Financial Officer from 2007 to 2013 until it was acquired by Tenet.

• Prior to that, he was the Chief Accounting Officer of Vanguard Health Systems.

Neil P. Simpkins

Age: 55

Director
since: 2017

Independent

Committee Assignments:

• Compensation
(Chair),
Nominating
& Corporate
Governance

Other Public Boards: 2

Occupation:

• Executive Advisor, Blackstone Inc.

Director Highlights:

Mr. Simpkins brings over two decades of significant financial and investment experience and executive management and strategic skills gained through his experience with Blackstone portfolio companies, along with deep institutional knowledge coupled with his additional board experience with several private and public companies.

Experience:

• Mr. Simpkins is an Executive Advisor at Blackstone. Prior to that role, he served as a Senior Managing Director at Blackstone in the Private Equity Group from 1999 to 2022 and had global responsibility for portfolio management activities and investments in the healthcare services, packaging, and industrial sectors.

• Mr. Simpkins serves on the board of directors of Apria Healthcare Group and chairman of the board of directors of Gates Corporation in addition to serving on the board of Team Health, a private company.

• Previously, he served on the board of directors for legacy Change Healthcare from 2011 to 2017, and he was Chairman of the Board from 2011 to 2013.

• Before joining Blackstone, Mr. Simpkins was a Principal at Bain Capital. While at Bain Capital, Mr. Simpkins was involved in the execution of investments in the consumer products, industrial, healthcare, and information industries. Prior to joining Bain Capital, Mr. Simpkins was a consultant at Bain & Company in the Asia Pacific region and in London.

• He serves as Chairman of Americans for Oxford, Inc., Oxford University’s primary charitable organization in North America. Mr. Simpkins is also a Trustee of the Brooklyn Museum and serves as the Treasurer.

Robert J. Zollars

Age: 64

Director
since: 2017

Independent

Committee Assignments:

• Nominating
& Corporate
Governance
(Chair),
Compensation

Other Public Boards: 1

Occupation:

• Senior Advisor, Frazier Healthcare Partners LLC

Director Highlights:

Mr. Zollars brings over three decades of management and industry experience, having led a number of healthcare companies. He also has substantial governance experience as a National Association of Corporate Directors Board Leadership fellow and having served on a number of corporate boards of directors.

Experience:

• Mr. Zollars serves as Senior Advisor at Frazier Healthcare Partners, a position he has held since 2015. He has served as a member of the board of directors at Five9 since 2013 and private company Kate Farms since 2015. He has served as chairman of the board of directors at Parata (formerly TCGRx) since 2017 and as lead director at GenapSys, both private companies.

• Mr. Zollars served as Chairman and Chief Executive Officer of Vocera Communications, a leading provider of intelligent communication solutions for mobile workers which focuses on healthcare communications and workflow, from 2007 to 2013.

• He served one year as Chief Executive Officer of Wound Care Solutions, an operator of outsourced chronic wound care centers, from 2006 to 2007. Mr. Zollars served as Chairman and Chief Executive Officer at healthcare technology company Neoforma from 1999 to 2006, having arrived after a long career in healthcare technology and services.

• He serves as Co-Chairman of the Trustees of Arizona State University.

☑	Your Board unanimously recommends a VOTE FOR each Nominee

Corporate Governance

Our Board sets high standards for our company’s officers, management, and employees. Implicit in this philosophy is the importance of sound, transparent, and effective corporate governance. The Board operates pursuant to our Corporate Governance Guidelines, which can be found at http://ir.changehealthcare.com. The information contained on or accessible through our website is not considered part of this proxy statement.

Board Oversight

Risk Oversight

The Board retains broad responsibility for significant risks while delegating certain specific risk oversight responsibilities to its committees. The Board oversees our risk management activities through a combination of processes, including direct engagement with management.

Consistent with our leadership structure, the Board reviews and discusses with management our guidelines and policies with respect to risk assessment and the steps management has taken to monitor and control such exposures.

Cybersecurity Oversight

The Compliance Committee receives quarterly reports from our Chief Information Security Officer regarding a range of cybersecurity activities that meet regulatory and customer requirements while maintaining the confidentiality and integrity of information under our care. Our cybersecurity program consists of a cross functional, risk-based approach to cybersecurity, including global 24 hours-a-day, 7 days-a-week cyber threat detection and alerting and remediation technologies designed to ensure that the risk of a cybersecurity breach is mitigated and that there is a clear response plan in the event of a breach.

Data Privacy Oversight

Our Chief Privacy Officer reports to the Compliance Committee on a quarterly basis regarding the Company’s data privacy activities, including the development and maintenance of a robust Privacy Risk Management Framework with ownership and oversight by the Enterprise Privacy Office, the business unit privacy and compliance teams, and other appropriate stakeholders. We seek to protect and safeguard our customers’ data through an integrated privacy impact assessment process for review of new and updated products and applications, as well as through automation of data privacy incident monitoring and reporting, risk scoring and decision-support.

Compensation Risk Oversight

In administering our compensation program, the Compensation Committee strives to achieve a balance among the elements of compensation to accomplish the objectives of the program. The Compensation Committee reviews the Company’s overall compensation program in the context of the risks that may be presented by the structure of our compensation program and the metrics used to determine compensation under that program. Based upon this review, the Compensation Committee believes that our compensation program does not create a reasonable likelihood of a material adverse effect on the Company.

Government Affairs Oversight

The Board maintains oversight of our government affairs and any risk related to the reputational harm that can be caused through the misalignment of political spending in the form of soft money contributions or payments to trade associations. The Board oversees management to ensure that Change Healthcare’s political activities align with our core values and code of conduct while avoiding risk to stockholders.

Our state and federal lobbying efforts center on sharing industry best practices to help inform policymakers and support sound policy decisions. To date, we have no staff registered as lobbyists. Our contracted lobbyists and lobbying expenditures, which average less than $300,000 per year, are made transparent through required state and federal reporting. Currently, we do not have a PAC organization, and make no political contributions.

Environmental, Social and Governance Oversight

In accordance with our Corporate Governance Guidelines, our Board monitors Change Healthcare’s performance on its financial objectives, strategies, goals, compliance and risk mitigation and handling of any risks or emerging risks arising from environmental, social and governance (ESG) matters, as well as the performance of management.

Anti-Harassment, Anti-Retaliation, Non-Discrimination Oversight

Matters such as sexual harassment, retaliation or discrimination of any kind are strictly prohibited at Change Healthcare. Our comprehensive policies apply to our Board, senior management, employees, and any contingent workers or business partners of Change Healthcare.

Because these matters have the ability to be disruptive to our business, cause reputational harm and decrease value for our stockholders, the Board oversees management’s handling of matters involving sexual harassment, retaliation, or discrimination and exercises its authority to address such matters independently of management.

COVID-19 Oversight

Since the beginning of the outbreak of COVID-19 (coronavirus), our Board has closely monitored Change Healthcare’s business and response, receiving frequent updates and briefings from management who, under the leadership of our Chief Executive Officer and executive leadership team, have been able to maintain business continuity, proactively act in the best interests of our business and stockholders over the short and long term, and maintain the health and safety of our most valuable asset - our employees.

Board’s Role in Long-Term Strategic Planning

Our Board takes an active role engaging with management to formulate Change Healthcare’s long-term strategy for stockholder value creation.

The Board and management deliberate on the execution of Change Healthcare’s long-term strategic plans, the status of key strategic initiatives, opportunities and risks facing Change Healthcare. Additionally, our Board periodically devotes time to conduct a long-term strategic review with management. During these reviews, our Board and management discuss, among other things, emerging innovations, competition, risks to the business, technological and industry trends, and short and long-term plans and priorities for each of our business units.

Through these processes, our Board focuses its collective experience and perspective on the most critical long-term strategic issues and opportunities facing Change Healthcare.

Committees of the Board

Board Committees

To support sound, transparent and effective corporate governance, our Board delegates certain responsibilities to our Board committees. We have four standing committees: the Audit Committee; the Compensation Committee; the Nominating and Corporate Governance Committee; and the Compliance Committee. Each director who serves on our committees is independent. The Board may also establish, from time to time, any other committees that it deems necessary or desirable. The committee charters for the Audit Committee, Compensation Committee, and the Nominating and Corporate Governance Committee are available on our Investor Relations section of our corporate website at http://ir.changehealthcare.com under Corporate Governance. Directors serve on these committees until otherwise determined by our Board.

Committee Composition

Committees	Diana McKenzie	Neil Simpkins	Nicholas Kuhar	Philip Pead	Phillip Roe	Robert Zollars	Nella Domenici	Bansi Nagji
Audit	✔			✔			✔
Compensation			✔			✔		✔
Nominating & Corporate Governance		✔	✔

SEC Form DEF 14A filed by Change Healthcare Inc.