mpln-20240313

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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MULTIPLAN CORPORATION


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2024

Notice of Annual Meeting of
Stockholders and Proxy Statement

ABOUT

MultiPlan

MultiPlan is committed to delivering affordability, efficiency, and fairness to the US healthcare system by helping healthcare payors manage the cost of care, improve their competitiveness, and inspire positive change. Leveraging sophisticated technology, data analytics, and a team rich with industry experience, MultiPlan interprets customers’ needs and customizes innovative solutions that combine its payment and revenue integrity, network-based and analytics-based, and data and decision science services. MultiPlan is a trusted partner to over 700 healthcare payors, brokers, employer groups, and supplemental carriers in the commercial health, government, and property and casualty markets.

For more information, visit multiplan.com.

Message from our Executive Chair of the Board


Dear Stockholders, It is our pleasure to invite you to attend our Annual Meeting of Stockholders (the “Annual Meeting”) at 9:00 a.m., Eastern Time, on Wednesday, April 24, 2024. Holders of record of our Class A common stock as of March 1, 2024 are entitled to notice of, and to vote at, the Annual Meeting. In order to enable participation by a broader number of stockholders, we will again conduct our Annual Meeting virtually at www.virtualshareholdermeeting.com/MPLN2024. The year 2023 was a pivotal one for MultiPlan. We began the year with a new Growth Plan in hand and clear sense of what we needed to accomplish. Throughout the course of the year, we worked hard to execute on that Plan. Among other initiatives, we launched new products to enhance our core services, we made an exciting acquisition to accelerate the development of our new Data and Decision Science service line, and we continued to make progress on improving our capital structure. We believe these actions have set us firmly on a path to transform our business over the next several years. Amid all this progress, MultiPlan remained steadfast in its mission to reduce healthcare costs while delivering affordability, efficiency, and fairness to the more than 100,000 employers and estimated 60 million consumers that had access to our services through our customers. For these stakeholders, we processed $168.6 billion of medical charges, identified over $22.9 billion of potential medical cost savings and helped lower out-of-pocket costs and reduce or eliminate millions of balance bills for healthcare consumers. I would like to thank our stockholders for your continued support and confidence in MultiPlan. I would also like to acknowledge our more than 2,800 outstanding MultiPlan colleagues, whose talent, expertise, and dedication make achieving our mission possible. Dale A. White
			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."


2024 Proxy Statement			1

Notice of Annual Meeting of Stockholders

Background




DATE AND TIME	LOCATION	WHO CAN VOTE
Wednesday, April 24, 2024 at 9:00 a.m. EDT	Online only at: www.virtualshareholdermeeting.com/MPLN2024	The record date for determining Stockholders entitled to receive notice of and to vote at the Annual Meeting is March 1, 2024*

*A list of these stockholders will be open for examination by any stockholder for any purpose germane to the 2024 Annual Meeting for a period of 10 days prior to the 2024 Annual Meeting at 115 5th Ave., New York, NY 10003. In addition, this list will be available electronically during the 2024 Annual Meeting at www.virtualshareholdermeeting.com/MPLN2024.

Voting Items


		Board Recommendation
Proposal 1:	Election of the four Class I nominees named in this proxy statement to our Board of Directors	FOR each director nominee
Proposal 2:	Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2024	FOR
Proposal 3:	Advisory vote to approve the compensation of our named executive officers	FOR
Proposal 4:	Approval of the Amendment to the MultiPlan Corporation 2020 Omnibus Incentive Plan	FOR

Stockholders will also transact such other business as may properly come before the Annual 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 March 13, 2024.



Whether or not you expect to virtually attend the annual meeting, please submit your proxy as soon as possible. If you do virtually attend the annual meeting, you may revoke your proxy and vote in person. Most stockholders have three options for submitting their proxies prior to the annual 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			10
Corporate Governance and Board Matters			13
PROPOSAL 1: Election of Directors			13
MultiPlan Board of Directors			13
Board Classification			13
Selection of Nominees			13
Nomination Process			13
Director Qualifications			14
Director Tenure and Board Refreshment			14
Director Independence			14
Class I Director Nominees			15
Continuing Directors			17
Director and Director Nominee Skills and Experience Matrix			21
Board’s Role and Responsibilities			21
Oversight of Strategy			22
Role of the Board in Risk Oversight			22
Management Development and Succession Planning			22
Corporate Responsibility			22
Communications with the Board of Directors			23
Board Structure			23
Changes to the Board of Directors in 2023 and 2024			23
Lead Independent Director			23
Committees of the Board of Directors			24
Board Processes			26
Executive Sessions			26
Director Attendance			26
Board and Committee Evaluation Process			26
Director Education			26
Corporate Governance Documents			27
Compensation of Directors			27
Director Compensation Table			28
Related Party Transactions			28
Related Party Transaction Policy			28
Compensation Committee Interlocks and Insider Participation			29
Transactions with Related Persons			29
Audit Committee Matters			30
PROPOSAL 2: Ratification of Independent Registered Public Accounting Firm			30
Fees			31
Pre-Approval Policy And Procedures			31
Audit Committee Report			32


2024 Proxy Statement			3


Executive Officers			33
Executive Compensation			35
PROPOSAL 3: Advisory Vote to Approve the Compensation of Our Named Executive Officers			35
Executive Summary			35
Named Executive Officers			35
Business/Performance Highlights			35
Compensation Philosophy and Objectives			35
2023 Executive Compensation Program			36
Stockholder Feedback on Say-on-Pay in 2023			36
Current Stockholder Advisory Vote on Executive Compensation			36
Report of Compensation Committee			37
Compensation Discussion and Analysis			38
Leadership Changes in 2023 and 2024			38
Executive Compensation Objectives and Philosophy			38
Process for Determining 2023 Compensation			39
Considerations in Setting 2023 Compensation			40
Elements of Compensation			40
Other Compensation			44
Key 2024 Compensation Decisions			45
Clawback Policy			45
Tax and Accounting Implications			45
Executive Compensation Tables			46
Summary Compensation Table			46
Grants of Plan-Based Awards Table			47
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table			48
Outstanding Equity Awards at Fiscal Year End Table			49
Option Exercises and Stock Vested Table			50
Pension Benefits and Nonqualified Deferred Compensation			50
CEO Pay Ratio			50
Pay versus Performance			51
Narrative Disclosure to Pay versus Performance Table			52
Tabular List of Financial Performance Measures			53
Potential Payments Upon Termination or Change in Control			53
Severance Benefits Upon Termination			53
Accelerated Vesting of Equity Awards Upon Termination			55
Amendment to MultiPlan Corporation 2020 Omnibus Incentive Plan			56
PROPOSAL 4: Approval of the Amendment to MultiPlan Corporation 2020 Omnibus Incentive Plan			56
Stock Ownership Information			64
Security Ownership of Certain Beneficial Owners and Management			64
Equity Compensation Plan Information			67
Hedging and Pledging Policies			67
Stock Ownership Guidelines			67
Voting and Other Information			69
Miscellaneous Matters			73
Submitting Proposals for 202 5 Annual Meeting			73
Other Matters			73
Use of Non-GAAP Financial Measures			75
Annex A - Amendment to MultiPlan Corporation 2020 Omnibus Incentive Plan			A-1


4

About MultiPlan

The Value We Create

Business and Background

MultiPlan Corporation (“MultiPlan” or the “Company”) is a market leading provider of data analytics and technology-enabled solutions designed to bring affordability, efficiency and fairness to the U.S. healthcare industry. Through our proprietary data and technology platform, we provide out-of-network cost management, payment and revenue integrity, data and decision science, business-to-business ("B2B") healthcare payments and other services to the payors of healthcare, which are health insurers and their administrative-services-only ("ASO") platforms, 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 leveraged its position to pursue a consolidation strategy that established the Company as a leading independent national preferred provider organization ("PPO"). During that time, the Company invested significant capital in our data and technology assets to become a leading independent provider of out-of-network cost management and in- and out-of-network billing and payment accuracy services. These investments have created a data and technology platform that has enabled the Company to pursue a strategy of developing or acquiring new product and service offerings and swiftly and efficiently bringing them to scale.

MultiPlan's platform sits at the nexus of four principal stakeholders in the healthcare industry – Payors, employers/plan sponsors, plan members and healthcare providers. Our platform is uniquely positioned as a provider of independent solutions that reduce healthcare costs in a manner that is fair to all these stakeholders.

Although the end beneficiaries of our services are employers and other plan sponsors and their health plan members, our direct customers are typically Payors, including ASOs and third-party administrators ("TPAs"), who go to market with our services to those end customers. Our platform offers these Payors a single interface to our services, which are used in combination or individually to reduce the medical cost burden on their health plan customers and members, by managing the utilization of medical services, lowering the per-unit cost of medical services incurred, and ensuring the services are reimbursed without error and accepted by the provider.

MultiPlan offers solutions to our customers across four service categories from our platform:

•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. Also included in this category is our Value-Driven-Health Plan services, which bundles reference-based pricing and member and provider engagement tools, enabling employers and other health plan sponsors to offer low-cost health plans;

•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;

•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; and

•Data and Decision Science Services: a suite of solutions that apply modern methods and data science to produce descriptive, predictive, and prescriptive analytics that drive optimized benefit plan design, support decision-making, improve clinical outcomes, and reduce the total cost of care. We formed this newer service category in 2023 and accelerated its development through the acquisition of Benefits Science LLC ("BST").

Additionally, in 2023 MultiPlan entered into a joint marketing and services agreement with ECHO Health, Inc. ("ECHO") that adds payment processing of healthcare provider claims as well as payments made to other service providers. We believe our B2B payments offering has the potential to enhance the value we provide across each of our primary service categories.


2024 Proxy Statement			5

About MultiPlan

The breadth of our service offerings allows our customers the flexibility to tailor solutions for a wide range of plan sponsors with varying plan sizes and benefit needs. At the same time, our service offerings are delivered from our common platform and are often bundled together to provide a comprehensive cost management solution for our customers. As such, we manage our service offerings as integrated components of a holistic value proposition, rather than as distinct service lines.

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.


6

About MultiPlan

We Make Healthcare More Affordable, Efficient, and Fair


			We help address the estimated $1.2 trillion, as much as 30% 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 2023, we helped our customers serve more than 60 million plan members and over 100,000 employers/plan sponsors
			MultiPlan services identified $22.9 billion in potential medical cost savings for our customers, their health plan sponsors and members on $168.6 billion claims processed in 2023 and helped reduce or eliminate millions of balance bills for healthcare consumers

Our Competitive Advantages

In support of our mission to drive affordability, efficiency and fairness 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. The evolutionary path we have taken and the significant investments we have made to realize this ambition have provided MultiPlan with distinctive assets that allow us to more holistically help Payors address the growing cost, risk and complexity of healthcare across both commercial and government markets. Above all, these distinctive assets include strong relationships with our customers and a proprietary data and technology platform. These assets are comprised of difficult to replicate resources that have competitively differentiated attributes:


			Leading Position with Healthcare Payors We have cultivated over 700 payor relationships over 40+ years, and we strategically engage with our customers, resulting in extensive proprietary data, deep domain expertise, differentiated customer knowledge, and a large distribution channel for scaling new products and service offerings
			Connected and Deeply Integrated Our platform is deeply integrated with many of our customers' information technology environments in a highly customized manner and occupies a differentiated position in our customers' workflow by accessing and processing claims prior to payment of those claims to providers ("pre-payment")
			Operational Excellence and Scale Our platform processes significant transactions volumes and can add products or volume without large incremental investments in infrastructure or people. This allows us to produce valuable services at lower unit costs than competitors and make significant investments in these services on behalf of our customers
			Unique Products, Services and Capabilities Our platform consists of a very broad suite of solutions, a nationwide network of over 1.4 million contracted providers, patented claim pricing methodologies, over 400 expert claims negotiators, and next generation data and decision science. We dynamically reconfigure, build, and integrate internal and external resources and competencies, to respond to evolving customer needs and new market opportunities


2024 Proxy Statement			7

About MultiPlan

MultiPlan’s Growth Strategy

MultiPlan has developed distinctive assets that include longstanding, strategic relationships with our customers and a proprietary data and technology platform that is deeply integrated with many of our customers' information technology environments in a highly customized manner and that occupies a unique position in our customers' workflow by accessing and processing claims prior to payment of those claims to providers ("pre-payment"). The cornerstone of our growth strategy is leveraging these distinctive assets to introduce and efficiently scale new products and service offerings to deliver more value to customers in our core and adjacent markets and to drive growth in our revenues and profits.

The Company has identified and prioritized a set of growth initiatives aimed at capitalizing on the value of our distinctive assets and platform. These growth initiatives include:


			Transforming into a product-centric organization and developing a deep pipeline of new products to be launched over the next several years
			Enhancing core services to bolster our competitive advantage and generate additional savings, by new products and product enhancements to our core out-of-network claim pricing and payment and revenue integrity solutions as well as solidifying our leadership position in NSA services
			Expanding our Value-Driven Health Plans ("VDHP" or "HST") platform to advance our objective of delivering a turnkey health plan solution for employer plan sponsors ("Employer Solution in a Box") and expand our presence in the TPA and direct to employer channels
			Introducing new services, either organically or via acquisition, that deliver different value propositions to our customers. Our recent focus in this area has been the addition of the Data and Decision Science Services line that adds a suite of descriptive, predictive, and prescriptive analytics products that enable us to monetize our in-network commercial claims flows and increase our footprint in government markets

During 2023, we made tangible progress on each of our growth initiatives. We named a Senior Vice President of Product and increased staffing of our product development team. In our core services, we introduced our Pro Pricer™ product, which leverages machine learning technology to dynamically route claims to our various repricing solutions to improve pricing recommendations, and we introduced functionality enhancements to our itemized bill review service, including the capability to use prepayment integrity analytics to mine claim data and prioritize the adjudication of high-dollar, multi-item inpatient facilities claims. We introduced our Balance Bill Protection™ product, enabling customers of our VDHP (HST) platform to take advantage of our reference-based pricing solution while ensuring full provider acceptance and alleviating abrasion between plan members, employers and providers. We formed our Data and Decision Science Services line and subsequently added a suite of data and decision science products through our acquisition of BST. We also added a B2B healthcare payments service through a joint marketing and services agreement with ECHO Health, to enhance the value we provide and our competitive position in certain targeted customer channels, including the third-party administrator and regional health plan channels.


8

About MultiPlan

Financial Highlights

We began 2023 with a vision for transforming our business, including a new Growth Plan. Throughout the year, we executed and advanced each of the growth initiatives under the Plan, launching new products to enhance our core services and establishing a new Data and Decision Science service line that was accelerated by the acquisition of Benefits Science LLC ("BST"). We also continued to be active and disciplined with capital allocation and made meaningful progress toward reducing our debt in 2023 by repurchasing and repaying approximately $222 million of face value of our debt.

Amid the progress we made toward the transformation of our business, in 2023 we remained focused on delivering strong financial performance. Although our revenue declined year-over-year, the visibility and stability of our revenue increased following the contract renewals with our larger customers at the beginning of 2023, and our business began to grow again in the second half of the year. We also focused on containing our costs and maintaining best-in-class margins. As a result, we were able to meet our revenue and Adjusted EBITDA expectations for 2023 and generate positive cash flow.

Below are key metrics regarding our 2023 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


2024 Proxy Statement			9

Proxy Voting Roadmap

PROPOSAL 1

ELECTION OF DIRECTORS

} Page 13

THE BOARD RECOMMENDS A VOTE FOR EACH OF THE CLASS I DIRECTOR NOMINEES

CLASS I DIRECTOR NOMINEES

Committees

Name and Principal Profession

Age

Independent

Audit

Compensation

Nominating &

Corporate Governance

Risk

Michael K. Attal

Principal, Hellman & Friedman LLC

Observer

Travis S. Dalton

President and Chief Executive Officer, MultiPlan Corporation

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 COO of Optum

CONTINUING DIRECTORS

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

Anthony Colaluca, Jr.

President, Colaluca Business Advisors LLC

Julie D. Klapstein

Former Chief Executive Officer, Availity, LLC

Michael S. Klein

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

P. Hunter Philbrick

Partner, Hellman & Friedman LLC

Allen R. Thorpe

Partner, Hellman & Friedman LLC

Lead Director

Dale A. White

Executive Chair, MultiPlan Corporation


10

Proxy Voting Roadmap



CORPORATE GOVERNANCE HIGHLIGHTS •77% of members the Board are independent in accordance with Section 303A.02 of the New York Stock Exchange (“NYSE”) Listed Company Manual. This independence percentage will increase to 83% following the Annual Meeting. 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

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL

PROPOSAL 3

ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

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THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL

The goal of our executive compensation program is to create long-term value for our investors while at the same time rewarding our executives for superior financial performance and encouraging them to remain with us for long, productive careers. The core elements of our 2023 executive compensation philosophy were that compensation be:

•Market competitive

•Performance-based

•Investor aligned

•Financially efficient

Our 2023 executive compensation program consisted of the following elements: base salary, annual incentive compensation and long-term equity incentive compensation in the form of restricted stock units, which are discussed in more detail in the Executive Compensation section of this proxy statement. Each element is intended to reward and motivate executives in different ways consistent with MultiPlan’s overall guiding principles for compensation.

We are committed to sound executive compensation practices and corporate governance principles, and are working to ensure that our practices protect and further the interests of stockholders. We believe that our executive compensation program is structured to promote a performance-based culture which links the interests of management and stockholders and to support our business objectives. Our compensation elements seek to balance all aspects of an executive’s responsibilities: base salary for day-to-day responsibilities, cash incentive bonus for shorter-term returns linked to annual Company performance, and long-term incentive compensation for aligning the executives’ focus with stockholder value and the long-term, future performance of the Company.

As discussed further in the Compensation Discussion and Analysis of this Proxy Statement, 2023 was a successful year for MultiPlan, both in terms of the financial performance we delivered, which was in line with our expectations, but also the tangible progress we made on our growth plan and improving our capital structure. The actions and efforts of the management team in 2023 further positioned MultiPlan for the future without sacrificing financial performance in the current year.


2024 Proxy Statement			11

Given our financial performance in 2023 was in line with our expectations, our compensation program for 2023 worked as intended and consistent with our performance-based philosophy. Payouts in connection with our annual cash incentive plan were 100% of target for each of our non-CEO named executive officers and 89% of target for our CEO, who elected to forego $100,000 of his incentive cash payout for 2023 to reward other employees (excluding executive officers). Further, in line with our sound executive compensation practices and as a result of our depressed stock price at the time of our 2023 annual equity grants, we decided to not award stock options as a portion of our equity compensation program.

Finally, in 2023, we laid the groundwork to allow us to implement performance stock units as a component of our equity compensation program in 2024. To that end, on March 1, 2024, we made our annual equity awards, which for our named executive officers were comprised of 50% performance stock units, with the remaining 50% being in the form of restricted stock units. The performance stock units are subject to two financial metrics, revenue and relative total stockholder return, each weighted at 50%. Further, the performance stock units are also subject to a three-year service requirement. We believe the implementation of performance stock units: (i) increases the portion of our executive compensation program that is performance-based; (ii) further aligns the interests of our senior leaders with our stockholders; and (iii) incentivizes superior performance over an extended period.

PROPOSAL 4

APPROVAL OF THE AMENDMENT TO THE MULTIPLAN CORPORATION 2020 OMNIBUS INCENTIVE PLAN

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THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL

We are asking our stockholders to approve an increase in the number of shares available for grant under the MultiPlan Corporation 2020 Omnibus Incentive Plan so that we can continue to offer equity incentive awards. Our continuing ability to offer equity incentive awards is critical to our ability to attract, motivate, and retain qualified personnel. This increase in the number of shares available is essential to meet our forecasted needs in respect of equity incentives.


12

Corporate Governance and Board Matters



			PROPOSAL 1
			ELECTION OF DIRECTORS

SEC Form DEF 14A filed by MultiPlan Corporation