mpln-20230710

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

(Amendment No. )


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MULTIPLAN CORPORATION


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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)


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Notice of Stockholder Meeting and Proxy Statement

ABOUT

MultiPlan

MultiPlan is a leading provider of data analytics and technology-enabled solutions designed to bring affordability, efficiency and fairness to the U.S. healthcare industry. Our services reduce medical cost and improve billing and payment accuracy for the payors of healthcare, which are health insurers, self-insured employers and other health plan sponsors (typically through their health plan administrators), and, indirectly, the plan members who are the consumers of healthcare services.

For more information, visit multiplan.com.

Message from our President and Chief Executive Officer


Dear Stockholders, We would like to invite you to attend a meeting of stockholders (the “Stockholder Meeting”) at 9:00 a.m., Eastern Time, on Friday, August 4, 2023. Holders of record of our Class A common stock as of the close of business on July 6, 2023 are entitled to notice of, and to vote at, the Stockholder Meeting. In order to enable participation by a broader number of stockholders, we will conduct our Stockholder Meeting virtually at www.virtualshareholdermeeting.com/MPLN2023SM. At the Stockholders Meeting you will be asked to (1) elect four Class II directors to hold office until the 2025 annual meeting of stockholders and four Class III directors to hold office until the 2026 annual meeting of stockholders, (2) approve the adoption of the MultiPlan Corporation 2023 Employee Stock Purchase Plan (the “ESPP”) and (3) transact any other business as properly may come before the Stockholders Meeting or any adjournment or postponement thereof. Each of the Class II directors nominated by our Board of Directors were previously submitted to our stockholders for election at the annual meeting of stockholders held by MultiPlan on April 26, 2022 (the “2022 Meeting”). Each of the Class III directors nominated by our Board of Directors and the ESPP were previously submitted to our stockholders at the annual meeting of stockholders held by MultiPlan on April 26, 2023 (the “April 2023 Meeting”). All of the nominated directors are currently serving as a member of the Board of Directors and have done so continuously since prior to the 2022 Meeting. On May 31, 2023, a purported stockholder of MultiPlan filed a complaint in the Court of Chancery of the State of Delaware alleging that the record dates used for the 2022 Meeting and the April 2023 Meeting violated Section 213(a) of the Delaware General Corporation Law, as amended (the “DGCL”), because they were each 61 days prior to the date of the applicable annual meeting of stockholders and Section 213(a) of the DGCL requires that the record date not be more than 60 days prior to the date of the meeting. Our Board of Directors has determined that it is in the best interests of the corporation and its stockholders to re-submit Proposals No. 1 and 2 to a vote of our stockholders at the Stockholder Meeting in order to remedy any technical defects under the DGCL related to matters voted on at the 2022 Meeting and the April 2023 Meeting. The Stockholder Meeting shall constitute the Company’s 2023 annual meeting of stockholders for the purposes of the DGCL. I would like to thank our stockholders for your continued support and confidence in MultiPlan. I would also like to acknowledge our more than 2,500 outstanding MultiPlan colleagues, whose talent, expertise, and dedication make achieving our mission possible. Dale White			Dale White President and Chief Executive Officer
			MULTIPLAN’S MISSION "We remain focused on our vision to promote affordability, efficiency, and fairness in healthcare and are proud of the critical role we play in generating medical cost savings for stakeholders in the U.S. healthcare ecosystem."


2023 Proxy Statement			1

Notice of Stockholder Meeting of Stockholders

Background




DATE AND TIME	LOCATION	WHO CAN VOTE
Friday, August 4, 2023 at 9:00 a.m. EDT	Online only at: www.virtualshareholdermeeting.com/MPLN2023SM	The record date for determining stockholders entitled to receive notice of and to vote at the Stockholder Meeting is July 6, 2023*

*A list of these stockholders will be open for examination by any stockholder for any purpose germane to the Stockholder Meeting for a period of 10 days prior to the Stockholder Meeting at 115 5th Ave., New York, NY 10003. In addition, this list will be available electronically during the Stockholder Meeting at www.virtualshareholdermeeting.com/MPLN2023SM.

Voting Items


		Board Recommendation
Proposal 1:	Election of the four Class II and four Class III nominees named in this proxy statement to our Board of Directors	FOR each director nominee
Proposal 2:	Approval of the MultiPlan Corporation 2023 Employee Stock Purchase Plan	FOR

Stockholders will also transact such other business as may properly come before the Stockholder Meeting or any adjournment thereof.

Advance Voting Methods




TELEPHONE	INTERNET	MAIL
1-800-690-6903	www.proxyvote.com	Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717

Jeffrey A. Doctoroff

Corporate Secretary

This proxy statement and accompanying proxy card are first being made available on or about July 10, 2023.



Whether or not you expect to virtually attend the Stockholder Meeting, please submit your proxy as soon as possible. If you do virtually attend the Stockholder Meeting, you may revoke your proxy and vote in person. Most stockholders have three options for submitting their proxies prior to the Stockholder Meeting: (1) via the internet, (2) by phone, or (3) by signing and returning the enclosed proxy. If you have internet access, we encourage you to appoint your proxy on the internet. It is convenient, and it saves the company significant postage and processing costs.


2

Table of Contents


About MultiPlan			5
Proxy Voting Roadmap			9

Corporate Governance and Board Matters			11
PROPOSAL 1: Election of Directors			11
MultiPlan Board of Directors			11
Board Classification			11
Selection of Nominees			11
Nomination Process			11
Director Qualifications			12
Director Tenure and Board Refreshment			12
Director Independence			12
Class II Director Nominees			12
Class III Director Nominees			13
Continuing Class I Directors			17
Director and Director Nominee Skills and Experience Matrix			19
Board’s Role and Responsibilities			19
Oversight of Strategy			20
Role of the Board in Risk Oversight			20
Management Development and Succession Planning			20
Environmental, Social and Governance at MultiPlan			20
Communications with the Board of Directors			21
Board Structure			21
Changes to the Board of Directors in 2022 and 2023			21
Lead Independent Director			21
Committees of the Board of Directors			22
Board Processes			24
Executive Sessions			24
Director Attendance			24
Board and Committee Evaluation Process			24
Director Education			25
Corporate Governance Documents			25
Compensation of Directors			25
Director Compensation Table			26
Related Party Transactions			27
Related Party Transaction Policy			27
Compensation Committee Interlocks and Insider Participation			27
Transactions with Related Persons			27

Audit Committee Matters			28
Fees			28
Pre-Approval Policy And Procedures			28

Executive Officers			29


2023 Proxy Statement			3


Executive Compensation			30
Executive Summary			30
Named Executive Officers			30
Business/Performance Highlights			30
Compensation Philosophy and Objectives			30
2022 Executive Compensation Program			31
Stockholder Feedback on Say-on-Pay in 2022			31
Compensation Discussion and Analysis			31
Leadership Changes in 2022			31
Executive Compensation Objectives and Philosophy			31
Process for Determining 2022 Compensation			32
Considerations in Setting 2022 Compensation			33
Elements of Compensation			33
Other Compensation			37
Clawback Policy			37
Tax and Accounting Implications			38
Executive Compensation Tables			39
Summary Compensation Table			39
Grants of Plan-Based Awards Table			40
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table			41
Outstanding Equity Awards at Fiscal Year End Table			43
Option Exercises and Stock Vested Table			43
Pension Benefits and Nonqualified Deferred Compensation			44
CEO Pay Ratio			44
Pay versus Performance			44
Narrative Disclosure to Pay versus Performance Table			46
Tabular List of Financial Performance Measures			46
Potential Payments Upon Termination or Change in Control			46
Severance Benefits Upon Termination			46
Accelerated Vesting of Equity Awards Upon Termination			49

Employee Stock Purchase Plan			50
PROPOSAL 2: Approval of the MultiPlan Corporation 2023 Employee Stock Purchase Plan			50

Stock Ownership Information			54
Security Ownership of Certain Beneficial Owners and Management			54
Equity Compensation Plan Information			56
Hedging and Pledging Policies			56
Stock Ownership Guidelines			57

Voting and Other Information			57

Miscellaneous Matters			62
Submitting Proposals for 2024 Annual Meeting			62
Other Matters			62

Use of Non-GAAP Financial Measures			64

Annex A - MultiPlan Corporation 2023 Employee Stock Purchase Plan			A-1


4

About MultiPlan

The Value We Create

Business and Background

MultiPlan Corporation (“MultiPlan” or the “Company”) is a leading provider of data analytics and technology-enabled solutions designed to bring affordability, efficiency and fairness to the U.S. healthcare industry. We do so through services focused on reducing medical costs and improving billing and payment accuracy for the payors of healthcare, which are health insurers, self-insured employers, federal and state government-sponsored health plans (collectively, “Payors”) and other health plan sponsors (typically through their health plan administrators), and, indirectly, the plan members who are the consumers of healthcare services.

MultiPlan was founded in 1980 as a New York-based hospital network and has evolved both organically and through acquisition into a national organization offering a suite of services that efficiently address the cost of medical services. MultiPlan offers services to our customers in three categories:

•Analytics-Based Services: a suite of data-driven algorithms and insights that detect claims over-charges and either negotiate, or recommend fair reimbursement for, out-of-network medical costs using a variety of data sources and pricing algorithms. These services are applied prior to the payment of the claim and are often processed within a day of receipt;

•Network-Based Services: contracted discounts with healthcare providers to form one of the largest independent preferred provider organizations (“PPO”) in the United States as well as outsourced network development and/or network management services. These services are applied prior to the payment of the claim and are typically processed within a day of receipt; and,

•Payment and Revenue Integrity Services: data, technology, and clinical expertise deployed to identify and remove improper and unnecessary charges before or after claims are paid, or to identify and help restore and preserve underpaid premium dollars.

MultiPlan sits at the nexus of four constituencies – Payors, employers/plan sponsors, plan members and providers – offering an independent reimbursement solution to reduce healthcare costs in a manner that is systematic, efficient and fair to all parties involved. Although the end beneficiary of our services are employers and other plan sponsors and their health plan members, our direct customers are typically health plan administrators who go to market with our services. Over the last 40+ years, we have developed a platform that offers these Payors a single interface to a comprehensive set of services, which are used in combination or individually to reduce the medical cost burden on their health plan customers and members while fostering independently developed fair and efficient reimbursements to healthcare providers.

Our comprehensive service offerings are often utilized as a suite of solutions to manage medical costs and are often embedded into our customers’ technology environments, enabling us to maintain long-term relationships with a number of our customers, including relationships of over 25 years with some of the nation’s largest Payors. For the year ended December 31, 2022, our services identified approximately $22.3 billion in potential medical cost savings in $155.2 billion of medical claim charges processed.

Unless otherwise noted, “we,” “us,” and “our” refer to MultiPlan and its consolidated subsidiaries.

Our principal executive office is located at 115 Fifth Avenue, New York, New York, 10003.


2023 Proxy Statement			5

About MultiPlan

We Make Healthcare More Affordable, Efficient, and Fair


			We help address the estimated $1.2 trillion, about a third of U.S. healthcare spend, that is attributed to waste or abuse that leads to overcharges
			Our services provide an independent means of adjudicating fair reimbursement between the providers of health services and the Payors, plan sponsors and members who access those services
			In 2022, we helped our Payor customers serve more than 60 million plan members and over 100,000 employers/plan sponsors
			MultiPlan services identified $22.3 billion in potential medical cost savings for our customers, their health plan customers and members on $155.2 billion claims processed in 2022 alone

Our Competitive Advantages

We believe MultiPlan is uniquely positioned by the competitive advantages we have cultivated and continue to develop. These advantages consist of a platform of differentiated resources that are difficult to replicate, as well as dynamic capabilities that enable us to quickly reconfigure our resources to address our customers’ evolving needs and to capture new opportunities in the market.

The unique resources and capabilities on our platform include:


			Distinct Knowledge and Experience Acquired from servicing over 700 Payors and data from over 40+ years
			Connected Nationwide network of over 1.3M contracted providers developed over the course of 40+ years
			Differentiated technology platform Proprietary pricing methodologies enhanced by access to over one billion medical claims produce high throughput processing allowing approximately 99% same day turnaround
			Operational excellence and scale Deep domain expertise, extensive customer connectivity, and customizable solutions supported by 100+ network developers, 400+ negotiators, and a team of 1,000+ operations and 500+ IT associates that drive service delivery
			Independent Standard High levels of provider acceptance, based on rigor, transparency, independence, and a track record of producing fair and efficient reimbursements


6

About MultiPlan

MultiPlan’s Growth Strategy

In meeting our mission to drive fairness, efficiency, and affordability for U.S. healthcare, MultiPlan has historically focused on helping Payors manage medical spend by lowering per-unit claim costs and improving billing and payment accuracy. Our growth strategy seeks to amplify this value proposition, and expand beyond it, by leveraging our longstanding customer relationships and extensive proprietary data and algorithms. The strategy has three components:


			Enhancing existing service performance through technology, data, and strategic changes aimed at delivering more value on the claim volume we already receive from existing customers
			Adding services or evolving existing service features and functions within our core service offerings, with initiatives informed by continuously scanning the market and the unique insights our customers share into the market’s unmet needs and changing preferences
			Introducing new services, either organically or via acquisition, that deliver different value propositions to our customers. Our recent focus in this area has been on growing our footprint with in-network commercial claims and Medicare Advantage claims, which significantly increases our total addressable market while leveraging our deep existing customer relationships and existing technology infrastructure


2023 Proxy Statement			7

About MultiPlan

Financial Highlights

We continued to deliver strong financial results in 2022. Amid challenges in the external environment, including high levels of inflation that suppressed utilization of healthcare services, we achieved several important milestones during the year. Among these, we successfully implemented our new No Surprises Act (“NSA”) services to help our customers navigate the complexities of complying with the NSA, and we signed multi-year contract extensions with two of our larger customers. Moreover, we processed a record $155.2 billion in medical charges and identified $22.3 billion of potential medical cost savings for stakeholders in the U.S. healthcare system. Below are key metrics regarding our 2022 financial performance.

(1)See reconciliation of non-GAAP measures in “Use of Non-GAAP Measures” in this proxy statement

(2)Free Cash Flow is defined as net cash provided by operating activities less capital expenditures


8

Proxy Voting Roadmap

PROPOSAL 1

ELECTION OF DIRECTORS

} Page 11

THE BOARD RECOMMENDS A VOTE FOR EACH OF THE CLASS II AND CLASS III DIRECTOR NOMINEES

CLASS II DIRECTOR NOMINEES

Committees

Name and Principal Profession

Age

Independent

Audit

Compensation

Nominating &

Corporate Governance

Risk

Glenn R. August

Founder and Chief Executive Officer, Oak Hill Advisors

Richard A. Clarke

Chief Executive Officer, Good Harbor Security Risk Management

Julie D. Klapstein

Former Chief Executive Officer, Availity, LLC

P. Hunter Philbrick

Partner, Hellman & Friedman LLC

CLASS III DIRECTOR NOMINEES

Committees

Name and Principal Profession

Age

Independent

Audit

Compensation

Nominating &

Corporate Governance

Risk

Anthony Colaluca, Jr.

President, AfterNext HealthTech Acquisition Corp.

Michael S. Klein

Founder and Managing Partner, M. Klein and Company, LLC

Allen R. Thorpe

Partner, Hellman & Friedman LLC

Lead Director

Dale White

President and Chief Executive Officer, MultiPlan Corporation


2023 Proxy Statement			9

Proxy Voting Roadmap

CONTINUING DIRECTORS

Committees

Name and Principal Profession

Age

Independent

Audit

Compensation

Nominating &

Corporate Governance

Risk

Michael K. Attal

Principal, Hellman & Friedman LLC

Observer

C. Martin Harris

AVP of the Health Enterprise and Chief Business Officer, Dell Medical School at the University of Texas at Austin

John M. Prince

Former President and Chief Operating Officer, Optum

Mark H. Tabak

Non-Executive Chairperson of the Board, MultiPlan Corporation



CORPORATE GOVERNANCE HIGHLIGHTS •75% of members the Board are independent in accordance with Section 303A.02 of the New York Stock Exchange (“NYSE”) Listed Company Manual; the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee are also independent pursuant to applicable NYSE requirements. •Directors are required to retire from the Board when they reach the age of 75; in addition, the Board will not nominate for re-election any non-executive director if he or she has completed 15 years of service as a director. •The Board includes a diversity of experience, background, gender, age and race to ensure that a broad range of views are considered. •The Board has appointed a lead independent director, who is integrally involved in establishing and leading the Board agenda and interacting with management on a regular basis

PROPOSAL 2

APPROVAL OF THE MULTIPLAN CORPORATION 2023 EMPLOYEE STOCK PURCHASE PLAN

} Page 50

THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL

We believe that the MultiPlan Corporation 2023 Employee Stock Purchase Plan (the “ESPP”), if approved, will advance the interests of the Company and its stockholders by providing eligible employees with a program for the regular purchase of our common stock from the Company through periodic payroll deductions. The ESPP gives eligible employees a convenient and cost-effective means to acquire a proprietary interest in our Company at a discounted price and thereby provides them with an additional incentive to contribute to the long-term profitability and success of our Company and its subsidiaries.


10

Corporate Governance and Board Matters



			PROPOSAL 1
			ELECTION OF DIRECTORS


						THE BOARD RECOMMENDS A VOTE FOR EACH OF THE CLASS II AND CLASS III DIRECTOR NOMINEES

MultiPlan Board of Directors

Board Classification

Our Board of Directors (the “Board”) consists of twelve (12) members:



CLASS I DIRECTORS:	CLASS II DIRECTORS:	CLASS III DIRECTORS:
Michael K. Attal	Glenn R. August	Anthony Colaluca, Jr.
C. Martin Harris	Richard A. Clarke	Michael S. Klein
John M. Prince	Julie D. Klapstein	Allen R. Thorpe (Lead Director)
Mark H. Tabak (Chairperson)	P. Hunter Philbrick	Dale White

Our directors are divided into three classes serving staggered three-year terms. Class I, Class II, and Class III directors will serve until our annual meetings of stockholders in 2024, 2025, and 2023, respectively. At each annual meeting of stockholders, directors will be elected to succeed the class of directors whose terms are expiring. This classification of our Board could have the effect of increasing the length of time necessary to change the composition of a majority of the Board.

Selection of Nominees

The Board is responsible for selecting director nominees to stand for election by stockholders. The Board shall act appropriately, and in accordance with the applicable provisions of the Investor Rights Agreement, dated as of July 12, 2020 and amended as of January 31, 2022, by and among the Company, Churchill Sponsor III, LLC (“Sponsor”), Polaris Investment Holdings, L.P. (“Holdings”), Hellman & Friedman Capital Partners VIII, L.P. (“H&F”), The Public Investment Fund of the Kingdom of Saudi Arabia, and certain other parties (as amended from time to time, the “Investor Rights Agreement”), and applicable law, to nominate individuals to serve as members of the Board, to fill vacancies on the Board, to serve on Board committees and to comply with such other matters as may be specified in the Investor Rights Agreement. Pursuant to the Investor Rights Agreement, H&F, in its capacity as the Seller Representative (as defined in the Investor Rights Agreement), currently has the has the right to designate three director nominees and the Sponsor currently has the right to designate two director nominees. Messrs. Attal, Philbrick, and Thorpe were designated by H&F and Messrs. August and Klein were designated by the Sponsor. Stockholders may also nominate directors for election at the Company’s annual stockholders meeting by following the provisions set forth in the Company’s bylaws or those set forth in Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). See “Miscellaneous Matters—Submitting Proposals for 2024 Annual Meeting” in this proxy statement for more information.

Nomination Process

The Nominating and Corporate Governance Committee is responsible for reviewing the qualifications of potential director candidates and recommending for the Board’s selection those candidates to be nominated for election to the Board, subject to any obligations and procedures governing the nomination of directors to the Board that may be set forth in the Investor Rights Agreement to which the Company is party. The Nominating and Corporate Governance Committee utilizes a variety of methods for identifying and evaluating nominees for director. When the Committee seeks a new candidate for directorship, it seeks qualifications from the individual that will complement or supplement the skills, attributes and perspectives of the other members of the Board. The Nominating and Corporate Governance Committee takes into consideration whether particular


2023 Proxy Statement			11

Corporate Governance and Board Matters

individuals satisfy the independence criteria set forth in the NYSE Listed Company Manual, together with any special criteria applicable to service on various committees of the Board.

Shareholders may recommend potential director candidates to the Nominating and Corporate Governance Committee and any such candidates will be evaluated on a substantially similar basis as the Nominating and Corporate Governance Committee considers other nominees. See “—Communications with the Board of Directors” and “Miscellaneous Matters—Submitting Proposals for 2024 Annual Meeting” in this proxy statement for more information.

Director Qualifications

The Nominating and Corporate Governance Committee considers (a) minimum individual qualifications, including strength of character, mature judgment, industry knowledge or experience, and an ability to work collaboratively with the other members of the Board and (b) all other factors it considers appropriate, which may include age, diversity of background, existing commitments to other businesses, service on other boards of directors or similar governing bodies of public or private companies or committees thereof, potential conflicts of interest with other pursuits, legal considerations such as antitrust issues, corporate governance background, financial and accounting background, executive compensation background, and the size, composition and combined expertise of the existing Board. The Board monitors the mix of specific experience, qualifications, and skills of its directors in order to assure that the Board, as a whole, has the necessary tools to perform its oversight function effectively in light of the Company’s business and structure.

Director Tenure and Board Refreshment

The Nominating and Corporate Governance Committee considers and makes recommendations to the Board concerning the appropriate size and needs of the Board. The Board determines the appropriate Board size, taking into consideration such recommendation of the Nominating and Corporate Governance Committee, and any parameters set forth in the Company’s certificate of incorporation and bylaws, as well as any contractual obligations of the Company.


1	Director Tenure Policies	Allow the Board to ease future transitions
			Term Limits: The Board recognizes that it is important for the Board to balance the benefits of continuity with the benefits of fresh viewpoints and experience. Therefore, the Board will not nominate for re-election any non-executive director if the director shall have completed 15 years of service as a member of the Board on or prior to the date of the election as to which the nomination relates. Retirement Age: Directors are required to retire from the Board when they reach the age of 75. A director elected to the Board prior to his or her 75th birthday may continue to serve until the annual stockholders meeting coincident with or next following his or her 75th birthday. On the recommendation of the Nominating and Corporate Governance Committee, the Board may waive this requirement as to any director if it deems such waiver to be in the best interests of the Company.

2	Evaluation of Board Performance	Assess whether our Board, our directors, and our committees are functioning effectively

3	Director Elections	Elect new directors and fill director vacancies

Director Independence

A majority of the Board shall be comprised of directors meeting the independence requirements of the NYSE. The Company defines an “independent” director in accordance with Section 303A.02 of the NYSE’s Listed Company Manual. The NYSE independence definition includes a series of objective tests, including that the director is not an employee of the Company and has not engaged in various types of business dealings with the Company. Because it is not possible to anticipate or explicitly provide for all potential conflicts of interest that may affect independence, the Board is also responsible for determining affirmatively, as to each independent director, that no material relationships exist which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the Board will broadly consider all relevant facts and circumstances, including information provided by the directors and the Company with regard to each director’s business and personal activities as they may relate to the Company and the Company’s management. As the concern is independence from management, the Board does not view ownership of even a significant amount of stock, by itself, as a bar to an independence finding. No director may serve on the Audit Committee or the Compensation Committee of the Board unless such director meets all of the applicable criteria established for service in each such committee by NYSE rules and any other applicable rules or laws.


12

Corporate Governance and Board Matters

The Board makes an affirmative determination at least annually as to the independence of each director. The Board has determined that each of Messrs. Attal, August, Clarke, Colaluca, Harris, Philbrick, Prince, and Thorpe and Ms. Klapstein are independent directors under applicable Securities and Exchange Commission (“SEC”) and NYSE rules.

Class II Director Nominees

Our Board has nominated four Class II directors for re-election at the Stockholders Meeting to hold office until our annual meeting of stockholders in 2025 and until his or her successor has been duly elected and qualified or until his or her earlier resignation, retirement, death, disqualification or removal. All of the nominees have been directors since prior to the 2022 Meeting, were submitted to a vote of the stockholders at our 2022 Meeting, and each received the required vote to be elected at the 2022 Meeting. To the extent that there was a technical defect in the election of such directors at the 2022 Meeting, such directors remained on the Board as holdover directors. In order to ensure that these directors are properly elected directors, and not holdover directors, we are re-submitting the election of such directors to a vote of stockholders at the Stockholders Meeting. These nominees bring a wide set of individual talents to their oversight responsibilities, including a full array of business and leadership skills. Their diversity of experience and expertise facilitates robust and thoughtful decision-making as a Board.



Glenn R. August INDEPENDENT Founder, Senior Partner and Chief Executive Officer, Oak Hill Advisors			Age: 62 Committees: Nominating and Corporate Governance


BIOGRAPHY Glenn R. August has served as a member of our Board since the Churchill IPO. Mr. August is the Founder and Chief Executive Officer of Oak Hill Advisors, L.P., a leading alternative investment firm. Mr. August serves as global head of the firm’s distressed investment activities and chairs or serves on various firm committees. In 2021, T. Rowe Price Group, Inc. acquired Oak Hill Advisors, L.P. and operates it as a standalone business. Since December 2021, Mr. August has been an executive officer and vice president of T. Rowe Price Group, Inc. and has served on its Management Committee and on its Board of Directors. Mr. August co-founded the predecessor investment firm to Oak Hill Advisors, L.P. in 1987 and took responsibility for the firm’s credit and distressed investment activities in 1990. He has played leadership roles in numerous restructurings and, since 1987, has served on 18 corporate boards. He currently serves on the Board of Directors of Lucid Group, Inc., a NASDAQ-traded company and AKBANK, a publicly traded company. Mr. August has served on the Board of Trustees of Horace Mann School since June 2009 and The Mount Sinai Medical Center since March 2011. He has also served on the Board of Directors of the Partnership for New York City since January 2021 and the 92nd Street Y since June 2002. Mr. August previously served on the Board of Directors for Cooper Standard Automotive until May 2017 and OHA Investment Corporation until December 2019. He also previously served on the Board of Directors of several publicly-traded blank check companies: Churchill Capital Corporation II (now Skillsoft) until June 2021, Churchill Capital Corporation V until December 2021, Churchill Capital Corporation VI until December 2021, and Churchill Capital Corporation VII until December 2021. He earned an M.B.A. from Harvard Business School, where he was a Baker Scholar, and a B.S. from Cornell University. SKILLS AND QUALIFICATIONS Mr. August is qualified to serve as a director due to his extensive corporate finance and operational experience in both public and privately owned multi-national technology businesses.


2023 Proxy Statement			13

Corporate Governance and Board Matters



Richard A. Clarke INDEPENDENT Chief Executive Officer, Good Harbor Security Risk Management			Age: 72 Committees: Risk (Chair)


BIOGRAPHY Richard A. Clarke has served as a member of our Board since October 2020, and served as a director of MultiPlan Parent from October 2016 through October 2020. Since 2012, Mr. Clarke has served as Chief Executive Officer of Good Harbor Security Risk Management, a private consultancy specializing in cybersecurity for enterprises and mid-cap companies in aviation, insurance, finance, health, technology, and media. He is an advisor at Paladin Capital group, a venture capital firm. In addition, Mr. Clarke is the Chairman of the Board of Governors, Middle East Institute of Washington, D.C. and a member of the Board of Directors of Visible Assets, a private physical security device manufacturer. Mr. Clarke served for thirty years in the United States Government, serving three consecutive Presidents. In the White House, he served as America’s first “Counter-Terrorism Czar” and its first “Cyber Czar.” Prior to his White House years, he served as a diplomat. He was confirmed as Assistant Secretary of State, and held other positions in the State Department (Deputy Assistant Secretary of State for Intelligence) and the Pentagon for twenty years. Since leaving government in 2003, Mr. Clarke has served as an on-air consultant for ABC News for fifteen years and taught at Harvard’s Kennedy School of Government for five years. He is the author of ten books, including WARNINGS, on risk management, THE FIFTH DOMAIN and CYBER WAR on cyber security, and AGAINST ALL ENEMIES on terrorism and national security. Mr. Clarke was co-chair of Virginia Governor McAuliffe’s Cybersecurity Commission and he also served on the New York Cybersecurity Advisory Board. Mr. Clarke was formerly a member of President Obama’s Review Group on Intelligence and Technology. He has served as a director of several private companies, including Veracode, Inc., Carbon Black, Inc. (f/k/a Bit9, Inc.), Sectigo Inc., BlueCat Networks, Inc. and Nok Nok Labs, Inc. He has also served on private company corporate advisory boards, including RedSeal, Inc., Awake Security, Inc., Red Five Security, LLC and HawkEye 360, Inc. SKILLS AND QUALIFICATIONS Mr. Clarke is qualified to serve as a director due to his extensive knowledge and experience of cybersecurity and security risk management.



Julie D. Klapstein INDEPENDENT Former Chief Executive Officer, Availity, LLC			Age: 68 Committees: Audit and Compensation


BIOGRAPHY Julie D. Klapstein has served as a member of our Board since November 2020. Ms. Klapstein was the founding Chief Executive Officer of Availity, LLC (a private company), a health information network optimizing the automated delivery of critical business and clinical information among healthcare stakeholders. She served as Availity’s Chief Executive Officer and board member from 2001 to 2011. She also served as the interim Chief Executive Officer at Medical Reimbursements of America, Inc., a private company, from February 2017 to June 2017. Ms. Klapstein has more than 30 years of experience in the healthcare information technology industry including executive roles at healthcare companies including Phycom, Sunquest Information Systems, SMS’ Turnkey Systems Division and GTE Health Systems. Her early career with AT&T Information Systems also focused on the healthcare industry. Ms. Klapstein currently serves as the lead director of Amedisys, a NASDAQ-listed company, and is a member of the quality of care, compensation, and nominating and governance committees. She also serves on the boards of NextGen Healthcare, a NASDAQ-listed company, including on the audit and compensation committees; Oak Street Health, a NYSE-listed company, including on the compliance committee and chair of the compensation committee; and Revecore, a private company. SKILLS AND QUALIFICATIONS Ms. Klapstein is qualified to serve as a director due to her extensive experience in the healthcare and healthcare technology industries, having served in executive capacities for multiple healthcare technology companies, as well as her public company board experience.


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Corporate Governance and Board Matters



P. Hunter Philbrick INDEPENDENT Partner, Hellman & Friedman LLC			Age: 43 Committees: Compensation (Chair) and Nominating and Corporate Governance


BIOGRAPHY P. Hunter Philbrick has served as a member of our Board since October 2020, and served as a director of MultiPlan Parent from October 2016 through October 2022. Mr. Philbrick has served as a Partner at Hellman & Friedman LLC since January 2013. Prior to joining Hellman & Friedman LLC in 2003, Mr. Philbrick worked as an investment banker in the mergers, acquisitions and restructuring and general industrial departments of Morgan Stanley & Co. He currently serves as a member of the board of directors of several private companies, including Cordis, Vantage Group Holdings, Ltd., and Hub International Limited. Mr. Philbrick was formerly a director of Change Healthcare Inc., a NASDAQ-traded company before it was acquired by UnitedHealth in 2022, GeoVera Insurance Holdings Ltd., a private company, PPD, Inc., a NASDAQ-traded company before it was acquired by Thermo Fisher in 2021, and Sedgwick Inc., a private company. SKILLS AND QUALIFICATIONS Mr. Philbrick is qualified to serve as a director due to his finance and capital markets experience as well as insight into the healthcare industry, gained from advising and serving as a director of multiple Hellman & Friedman LLC portfolio companies.

Class III Director Nominees

Our Board has nominated four Class III directors for re-election at the Stockholders Meeting to hold office until our annual meeting of stockholders in 2026 and until his or her successor has been duly elected and qualified or until his or her earlier resignation, retirement, death, disqualification or removal. All of the nominees have been directors since prior to the April 2023 Meeting, were submitted to a vote of the stockholders at our April 2023 Meeting, and each received the required vote to be elected at the April 2023 Meeting. To the extent that there was a technical defect in the election of such directors at the April 2023 Meeting, such directors remained on the Board as holdover directors. In order to ensure that these directors are properly elected directors, and not holdover directors, we are re-submitting the election of such directors to a vote of stockholders at the Stockholders Meeting. These nominees bring a wide set of individual talents to their oversight responsibilities, including a full array of business and leadership skills. Their diversity of experience and expertise facilitates robust and thoughtful decision-making as a Board.



Anthony Colaluca, Jr. INDEPENDENT President, AfterNext HealthTech Acquisition Corp.			Age: 56 Committees: Audit (Chair) and Compensation


BIOGRAPHY Anthony Colaluca, Jr. has served as a member of our Board since October 2020. He has served as the President of AfterNext HealthTech Acquisition Corp., a publicly-traded special purpose acquisition company, since July 2021. He has also served as the President of Colaluca Business Advisors, LLC, where he served as an independent consultant providing business and financial advisory services primarily to private equity firms, since January 2011. From March 2015 to February 2016, he served as Chief Financial Officer and Executive Vice President of MedAssets, Inc., a healthcare performance improvement company. From 2005 through 2010, he served as Chief Financial Officer and Executive Vice President of Intergraph Corporation, a global provider of engineering and geospatial software. Prior to joining Intergraph Corporation, he served as Chief Financial Officer for Harland Financial Solutions, Inc., a software division of John H. Harland Company. Previously, Mr. Colaluca also served as Chief Financial Officer for Novient, Inc./Solution 6 North America, and Chief Financial Officer for Computer Management Sciences Inc. Earlier in his career, he was a senior manager with KPMG LLP and a certified public accountant in the State of New York. Mr. Colaluca currently serves on the board of directors of AfterNext HealthTech Acquisition Corp. and Feeding Northeast Florida. He previously served as a director of Tekelec, and member of its audit and compensation committees, from February 2011 until the company was taken private in January 2012. SKILLS AND QUALIFICATIONS Mr. Colaluca is qualified to serve as a director due to his extensive financial and operational experience in both public and privately owned multi-national technology businesses.


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Corporate Governance and Board Matters



Michael S. Klein Founder and Senior Member, M. Klein & Company, LLC			Age: 59 Committees: None


BIOGRAPHY Michael S. Klein has served as Board Director since the Churchill IPO in February 2020, and previously served as Churchill’s Chief Executive Officer and President from February 2020 to October 2020. Mr. Klein is the founder and managing partner of M. Klein & Company, which he founded in 2012. M. Klein & Company is a global strategic advisory firm that provides its clients a variety of advice tailored to their objectives. Mr. Klein is also the Chief Executive Officer and Chairman of Churchill Capital Corp V, Churchill Capital Corp VI and Churchill Capital Corp VII, which are blank check companies whose sponsors are an affiliate of M. Klein & Company, LLC. Mr. Klein also serves on the board of directors of Skillsoft, an entity which merged with Churchill Capital Corp II in June 2021. Prior to the merger, Mr. Klein served as the CEO and Chairman of the board of directors of Churchill Capital Corp II. Mr. Klein is currently a director of Magic Leap (a private company), TGB Europe NV (a private company), AltC Acquisition Corp., and he holds positions as a board member and/or adviser for multiple charitable organizations. He served on the board of directors of Credit Suisse Group until October 2022. Mr. Klein was the co-founder and Chairman of Churchill Capital Corp, a blank check company formed in 2018. Churchill Capital Corp merged with Clarivate Analytics in May 2019, and Mr. Klein served on the board of directors of Clarivate Analytics through October 2021. He also served on the board of directors of Churchill Capital Corp. IV, a publicly-traded blank check company formed in July 2020 until its merger with Lucid Motors in July 2021. Mr. Klein is a strategic advisor to global companies, boards of directors, senior executives, governments and institutional investors. Mr. Klein’s background in strategic advisory work was built during his 30-year career, including more than two decades at Citi and its predecessors, during which he initiated and executed strategic advisory transactions. He began his career as an investment banker in the M&A Advisory Group at Salomon Smith Barney and subsequently became Chairman and Co-Chief Executive Officer of Citi Markets and Banking, with responsibilities for global corporate and investment banking and Global Transaction Services across Citi. SKILLS AND QUALIFICATIONS Mr. Klein is qualified to serve as a director due to his significant investment banking and advisory experience, including for companies in information services.



Allen R. Thorpe LEAD INDEPENDENT DIRECTOR Partner, Hellman & Friedman LLC			Age: 52 Committees: Nominating and Corporate Governance (Chair)


BIOGRAPHY Allen R. Thorpe has served as a member of our Board since October 2020, and served as a director of Polaris Parent Corp. (“MultiPlan Parent”), the former parent company of MultiPlan before MultiPlan became a public company, from June 2016 through October 2020. Mr. Thorpe has served as a Partner of Hellman & Friedman LLC, a private equity firm, since January 2004 and leads the firm’s New York office. Prior to joining Hellman & Friedman LLC in 1999, Mr. Thorpe was a vice president with Pacific Equity Partners in Australia, a private equity firm, and was a manager at Bain & Company, Inc., a management consulting firm. He currently serves on the board of directors of Edelman Financial Engines LLC (a private company), Medline Inc. (a private company), athenahealth (a private company), and Caliber Collision (a private company). Mr. Thorpe also previously served as Chairman of Sheridan Healthcare, Inc. (a private company), a director of PPD, Inc. (a NASDAQ-traded company before it was acquired by Thermo Fisher in 2021), Change Healthcare Inc. (a NASDAQ-traded company before it was acquired by UnitedHealth in 2022), Mitchell International Inc. (a private company), Artisan Partners Asset Management Inc. (a NYSE-traded company), the lead independent director of LPL Financial Holdings Inc. (a NASDAQ-traded company), and a member of the advisory board of Grosvenor Capital Management Holdings, LLP (a private company), among others. SKILLS AND QUALIFICATIONS Mr. Thorpe is qualified to serve as a director due to his extensive knowledge of the healthcare industry as well as financial and corporate governance experience gained through years of serving as a director of multiple Hellman & Friedman LLC portfolio companies.


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Corporate Governance and Board Matters



Dale White Chief Executive Officer, MultiPlan Corporation			Age: 67 Committees: None


BIOGRAPHY Dale White has served as President and Chief Executive Officer of MultiPlan and as a member of our Board since February 2022, overseeing and executing on the Company’s mission of delivering fairness, efficiency, and affordability to the U.S. healthcare system. Prior to that, Mr. White served as our President and Chief Operating Officer from August 2021 through February 2022, and in other senior roles at MultiPlan and its predecessors since 2004. Before joining MultiPlan in 2004, Mr. White had previously co-started two healthcare companies and held senior leadership positions at several healthcare organizations, including BCE Emergis, where he served as SVP of Sales and Marketing. Mr. White currently serves on the board of Abacus Insights, Inc., in which the Company holds a minority interest. He also serves on the board of AAPAN, a non-profit trade organization, as well as ConvenientMD, a private corporation specializing in urgent care medical services. SKILLS AND QUALIFICATIONS Mr. White is qualified to serve as a director due to his extensive knowledge of the healthcare industry, as well as his experience in various senior executive roles at MultiPlan including as our current Chief Executive Officer.

Each director nominee has agreed to be named in this proxy statement and to serve if elected. We have no reason to believe that any of the nominees will be unable to serve. However, if, before the election, one or more of the nominees should become unable to serve or for good cause will not serve, proxies will be voted for the remaining nominees and for any substitute nominees to be selected by the Nominating and Corporate Governance Committee and approved by the Board.

Continuing Class I Directors



Michael K. Attal INDEPENDENT Principal, Hellman & Friedman LLC			Age: 31 Committees: Audit (Observer) and Risk


BIOGRAPHY Michael K. Attal has served as a member of our Board since August 2022. Mr. Attal has served as a Principal at Hellman & Friedman LLC since November 2019. He is active in the firm’s investment in Medline, a global manufacturer, distributor, and solutions provider focused on improving the overall operating performance of healthcare. He was also formerly active in the firm’s investment in PPD, Inc. (a NASDAQ-traded company before it was acquired by Thermo Fisher in 2021). Prior to joining Hellman & Friedman LLC in 2016, Mr. Attal worked as an investment banker in the mergers and acquisitions department of Morgan Stanley & Co. SKILLS AND QUALIFICATIONS Mr. Attal is qualified to serve as a director due to his financial acumen, experience in the healthcare industry, experience with environmental, social, and governance matters, and mergers and acquisition experience.


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Corporate Governance and Board Matters



C. Martin Harris INDEPENDENT AVP of the Health Enterprise and Chief Business Officer, Dell Medical School at The University of Texas at Austin			Age: 66 Committees: Risk


BIOGRAPHY C. Martin Harris, MD, MBA has served as a member of our Board since January 2021. Dr. Harris has served as Associate Vice President of th

SEC Form DEF 14A filed by MultiPlan Corporation