Evolent Health : 2024 Notice of Meeting and Proxy Statement

2024 PROXY STATEMENT

AND

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS

Thursday, June 6, 2024 10:00 a.m., Eastern Time

Dear Fellow Stockholders,

At Evolent, we pursue a singular mission: to change the health of the nation by changing the way healthcare is delivered. Our dedication to this mission enabled us to end 2023 on a strong note, achieving all of our financial objectives. We also executed against our long-term core strategic priorities over the course of the year: strong organic growth, expanding margins, and optimal capital allocation.

To drive organic growth, in 2023, we unified our businesses under a shared mission and purpose, bringing our solutions together into one payer-independent platform. Much of our expertise had been housed across distinct brands, which have now been integrated into one Evolent organization, harnessing all of the human capital, global reach and technology expertise within Evolent under an organizational structure that focuses our strengths to meet our clients' current and future needs. And in 2023, we grew Adjusted EBITDA, with strong profitability margins.

We continued to deploy capital strategically. We completed the acquisition of NIA from Centene,

which helped to diversify our revenue base and increased cross-sell opportunities. We also improved our cash, as well as our balance sheet position, unlocking flexibility for the future.

As we focus on having the right Board to oversee our strategy, we've continued to discuss the ongoing evolution of our Board's composition with our investors. Earlier this year, we welcomed Dr. Toyin Ajayi and Russell Glass as new members of our Board. Dr. Ajayi brings valuable experience in healthcare leadership and Russell brings critical experience in healthcare technology innovation at a pivotal time in Evolent's history. We extend our deep appreciation to Dr. Tunde Sotunde, who retired from the Board in February, for his service and dedication to Evolent.

On behalf of our Board, I want to extend my thanks and gratitude to the thousands of dedicated Evolent employees. Evolent was able to achieve much of our financial and operational goals thanks in large part to their tireless efforts.

We continue to believe the current challenges facing the healthcare system represent future opportunities for us. We have the opportunity to improve quality, affordability and experience, all of which the healthcare market increasingly demands, and look forward to what the rest of 2024 will bring for all of us.

As always, thank you for your continued support of Evolent.

Sincerely,

Cheryl Scott

Chair of the Board of Directors

Evolent Health, Inc.

EVOLENT HEALTH, INC.

1812 N. Moore Street, Suite 1705

Arlington, VA 22209

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS

to be held on June 6, 2024

Date & Time:	Virtual Information:	Record Date:
Thursday,	https://web.lumiconnect.com/209916247	April 11, 2024
June 6, 2024, 10:00 a.m., Eastern Time	password: evolent2024

Dear Stockholder:

You are invited to attend the 2024 annual meeting of stockholders (the "Annual Meeting") of Evolent Health, Inc. (the "Company"), a Delaware corporation, which will be held on Thursday, June 6, 2024, at 10:00 a.m., Eastern Time. The Annual Meeting will be held for the following purposes:

1. To elect ten director nominees named in the proxy statement to serve on our Board of Directors;
2. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;
3. To approve the compensation of our named executive officers for 2023 on an advisory basis; and
4. To select the frequency of future advisory votes on executive compensation on an advisory basis.

In addition, stockholders may be asked to consider and vote upon any other matters that may properly be brought before the Annual Meeting and at any adjournments or postponements thereof.

We have determined that the Annual Meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. Stockholders will be able to attend, vote and submit questions (for a portion of the meeting) from any location via the Internet at https://web.lumiconnect.com/209916247. The password for the Annual Meeting is "evolent2024". To participate (e.g., submit questions and/or vote), you will need the control number provided on your proxy card, voting instruction form or notice.

Any action may be taken on the foregoing matters at the Annual Meeting on the date specified above, or on any date or dates to which the Annual Meeting may be adjourned, or to which the Annual Meeting may be postponed.

Our Board of Directors has fixed the close of business on April 11, 2024, as the record date for determining the stockholders entitled to notice of, and to vote at, the Annual Meeting and at any adjournments or postponements thereof.

We make proxy materials available to our stockholders on the Internet. You can access proxy materials at http://ir.evolenthealth.com/financial-info/annual-reports-and-proxy-statements/default.aspx. You also may authorize your proxy via the Internet by following the instructions on that website. In order to authorize your proxy via the Internet you must have the stockholder identification number that appears on the enclosed proxy card.

By Order of our Board of Directors,

Jonathan D. Weinberg

General Counsel and Secretary

Arlington, VA

April 26, 2024

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on June 6, 2024

This proxy statement and our 2023 Form 10-K are available at

http://ir.evolenthealth.com/financial-info/annual-reports-and-proxy-statements/default.aspx

You may request and receive a paper or email copy of our proxy materials relating to the Annual Meeting and any future

stockholder meetings free of charge by emailing [e-mail], calling 1-844-246-2928, or visiting

http://ir.evolenthealth.com/financial-info/annual-reports-and-proxy-statements/default.aspx

26

TABLE OF CONTENTS

PROXY STATEMENT HIGHLIGHTS

Annual Meeting Information . . . . . . . . . . . . . . . . . . . . . . . .

2023 Performance Highlights . . . . . . . . . . . . . . . . . . . . . . .

Governance Evolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Board Leadership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2023 Compensation Program Highlights . . . . . . . . . . . .

PROPOSAL 1:

ELECTION OF DIRECTORS

PROPOSAL 2:

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Fee Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Pre-Approval Policies and Procedures of our Audit Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

AUDIT COMMITTEE REPORT

CORPORATE GOVERNANCE AND BOARD STRUCTURE

Corporate Governance Highlights . . . . . . . . . . . . . . . . . . .

Stockholder Engagement . . . . . . . . . . . . . . . . . . . . . . . . . . .

Board Leadership Structure . . . . . . . . . . . . . . . . . . . . . . . . .

Board of Directors Meetings and Committees . . . . . . .

Compensation Consultant . . . . . . . . . . . . . . . . . . . . . . . . . .

Compensation Committee Interlocks and Insider Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Code of Business Conduct and Ethics . . . . . . . . . . . . . . .

Corporate Governance Guidelines . . . . . . . . . . . . . . . . . .

Executive Sessions of Non-Management Directors . . Corporate and Social Responsibility . . . . . . . . . . . . . . . . .

Board's Role in Risk Oversight . . . . . . . . . . . . . . . . . . . . . .

Director Independence . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Communications with the Board . . . . . . . . . . . . . . . . . . . .

Identification of Director Candidates . . . . . . . . . . . . . . . .

Corporate Governance Policies Related to Compensation and Equity . . . . . . . . . . . . . . . . . . . . . . . . . .

COMPENSATION DISCUSSION AND ANALYSIS

PagePage

2	COMPENSATION COMMITTEE REPORT	44
2	COMPENSATION OF NAMED EXECUTIVE
2	45
OFFICERS
3
Summary Compensation Table	45
3
Grants of Plan-Based Awards	46
3
Outstanding Equity Awards at Fiscal Year-End . . .	48
	2023 Option Exercises and Stock Vested	50
5	EQUITY COMPENSATION PLAN
	54
	INFORMATION
	PAY RATIO	55
12	PAY VERSUS PERFORMANCE	56
12

PROPOSAL 3:

13 ADVISORY VOTE TO APPROVE

14	EXECUTIVE COMPENSATION FOR 2023	61
PROPOSAL 4:
15	ADVISORY VOTE ON THE FREQUENCY OF
FUTURE ADVISORY VOTES ON
15	62
EXECUTIVE COMPENSATION
16	DIRECTOR COMPENSATION	63
16
17	SECURITY OWNERSHIP OF CERTAIN
19	66
BENEFICIAL OWNERS AND MANAGEMENT
20	CERTAIN RELATIONSHIPS AND RELATED	68
21	PARTY TRANSACTIONS
21	QUESTIONS AND ANSWERS ABOUT THE
21	73
ANNUAL MEETING
22
23	OTHER MATTERS	77
24	Solicitation of Proxies	77
24	Stockholder Proposals	77
Householding of Proxy Materials	77
24
Other Matters	78
25	APPENDIX A	A-1

EVOLENT HEALTH, INC.

1812 N. Moore Street, Suite 1705

Arlington, VA 22209

PROXY STATEMENT

FOR OUR 2024 ANNUAL MEETING

OF STOCKHOLDERS

to be held on June 6, 2024

These proxy materials are being made available in connection with the solicitation of proxies by the Board of Directors (the "Board") of Evolent Health, Inc., a Delaware corporation, for use at our 2024 annual meeting of stockholders (the "Annual Meeting") to be held on Thursday, June 6, 2024, at 10:00 a.m., Eastern Time, in a virtual meeting format only, via the Internet at https://web.lumiconnect.com/ 209916247 (password "evolent2024") or at any postponement or adjournment of the Annual Meeting. There is no physical location for the Annual Meeting. Stockholders will be able to view the Rules of Conduct for the Annual Meeting at http://ir.evolenthealth.com/financial-info/annual-reports-and-proxy- statements/default.aspx, and submit questions, at https://web.lumiconnect.com/209916247 (password "evolent2024") on the day of the Annual Meeting, through the conclusion of the question and answer session that follows.

Distribution of this proxy statement and a proxy card to stockholders is scheduled to begin on or about April 26, 2024, which is also the date by which these materials will be posted. We encourage stockholder participation in the Annual Meeting, which we have designed to promote stockholder engagement. Stockholders will be permitted to ask questions on the ballot items during the Annual Meeting, and on other subjects in a question and answer session that will begin at the conclusion of the Annual Meeting. You will also be able to listen to the proceedings and cast your vote online.

As permitted by the rules of the U.S. Securities and Exchange Commission (the "SEC"), we are making this proxy statement and our Annual Report for the fiscal year ended December 31, 2023 (the "Annual Report") available to our stockholders electronically via the Internet at http://ir.evolenthealth.com/ financial-info/annual-reports-and-proxy-statements/default.aspx. On or about April 26, 2024, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the "Internet Notice"), containing instructions on how to access this proxy statement and vote online. If you received an Internet Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them pursuant to the instructions provided in the Internet Notice. The Internet Notice instructs you on how to access and review all of the important information contained in this proxy statement.

References in this proxy statement to "we," "us," "our," "ours," "Evolent," and the "Company" refer to Evolent Health, Inc., unless the context otherwise requires.

Evolent Health, Inc.	1
Proxy Statement 2024

PROXY STATEMENT HIGHLIGHTS

This summary highlights selected information in this proxy statement - please review the entire document before voting.

Annual Meeting Information

• Thursday, June 6, 2024, at 10:00 a.m., Eastern Time.
• Via a live audio-only webcast at https://web.lumiconnect.com/209916247 (password "evolent2024"). There is no physical location for the Annual Meeting.
• The record date is April 11, 2024.

All of our Annual Meeting materials are available in one place at http://ir.evolenthealth.com/financial- info/annual-reports-and-proxy-statements/default.aspx. There, you can download electronic copies of our Annual Report and proxy statement.

Voting Items	Recommendation
Item 1
Election of directors	Our ten director nominees bring a valuable mix of skills	✔	FOR
	and qualifications to our Board of Directors		5 - 11
Item 2
Ratify the appointment of	Based on its recent evaluation, our Audit Committee	✔	FOR
the Company's	believes that the retention of Deloitte & Touche LLP is		12 - 13
independent registered	in the best interests of the Company and its
public accounting firm for	stockholders
2024

Item 3

Say on pay-an advisory vote on the approval of the Company's executive compensation

Item 4

Say on frequency- advisory vote on the frequency of future advisory votes on executive compensation

Our executive compensation program reflects our commitment to paying for performance and reflects feedback received from stockholder outreach

Our Board has determined it is in the best interests of the Company and our stockholders to hold say on pay votes every year (as opposed to every 2 years or every 3 years)

• FOR

61

• EVERY YEAR

62 - 65

2023 Performance Highlights

Below are selected highlights of our financial and operational performance in 2023:

Revenue		Average Unique Members(1)		Adjusted EBITDA(2)
$1,963.9 million		41.3 million		$194.7 million

1. As of December 31, 2023. See Appendix A for the definition of Average Unique Members.
2. Non-GAAPmeasure, see Appendix A for definition and reconciliation to net loss attributable to common shareholders of Evolent Health, Inc. Net loss attributable to common shareholders of Evolent Health, Inc. was $(142.3) million for the year ended December 31, 2023.

2	Evolent Health, Inc.
Proxy Statement 2024

Proxy Statement Highlights

Governance Evolution

We are committed to establishing and maintaining strong corporate governance practices that reflect high standards of ethics and integrity and promote long-term stockholder value. Since the beginning of 2020, the Board has continued to evolve our governance practices and has directly incorporated feedback from our stockholders into the decision-making process. Feedback from our investors was shared with our full Board and directly informed implementation of the following key governance enhancements over the past three years:

Removal of remaining supermajority vote requirements for charter and by-law amendments;

Transitioned to a fully declassified Board;

Progress on workforce diversity and inclusion goals, including formalization of a Head of Diversity and Inclusion who focuses on Diversity, Inclusion and Corporate Responsibility; and

Independent Board Chair with delineated duties.

Board Leadership

Ms. Cheryl Scott has been our Independent Chair of our Board of Directors (the "Independent Board Chair") since June 2022. As part of our ongoing commitment to strong and accountable corporate governance practices, the Nominating and Corporate Governance Committee of the Board (the "Nominating and Corporate Governance Committee") regularly reviews the leadership structure of the Board, taking into account the Company and its needs, market practices, board skills and experiences, investor feedback, and corporate governance perspectives, among other things.

2023 Compensation Program Highlights

Our executive compensation program is designed to enable high performance and generate results that will create value for our stockholders. We structure compensation to pay for performance, and reward our executives with equity in the Company in order to align their interests with the interests of our stockholders and allow our executives to share in our stockholders' success, which we believe continues to drive a performance culture, sustains morale and attracts, motivates and retains top executive talent.

	Compensation Mix (1)
	CEO: Target Pay	Other NEOs: Target Pay
	Other Comp		Other Comp
	Salary		3%
	0.2%	Salary
	9%
Target Annual	RSUs	13%		RSUs
25%			24%
Bonus
9%

Target Annual

Bonus 13%

PSUs	PSUs
57%	47%

1. Consists of 2023 base salary (as reported in the Salary column of the 2023 Summary Compensation Table), 2023 target annual incentive opportunity, long-term incentive awards granted in 2023 (as reported in the Stock Awards column of the 2023 Summary Compensation Table) and other compensation (as reported in the All Other Compensation column of the 2023 Summary Compensation Table).

Evolent Health, Inc.	3
Proxy Statement 2024

Proxy Statement Highlights

The primary elements of our fiscal year 2023 executive compensation program are base salary, annual bonuses, equity incentive awards and employee benefits. Our Board's Compensation Committee (the "Compensation Committee") reviews and approves our executive compensation program, and maintains the discretion to adjust awards and amounts paid to our executive officers as it deems appropriate. We believe our named executive officers ("NEOs") are compensated in a manner consistent with our strategy, evolving compensation best practices and alignment with stockholders' interests.

Below is a more detailed summary of evolving best practices that we have implemented with respect to the compensation of our NEOs because we believe they support our compensation philosophy and are in the best interests of our Company and our stockholders.

What We Do		What We Don't Do

Strong emphasis on performance-based compensation, with a significant portion of NEO compensation tied to objective Company performance measures

Mix of compensation that emphasizes both short-term and long-term incentives

PSU Grants that may be earned based on aggressive cumulative Adjusted EBITDA and revenue growth targets to better align our pay with our Company's sustained financial and operating performance and stockholders' interests

Significant stock ownership and holding restrictions for NEOs

Market-aligned change in control and severance agreements for certain executives, with double trigger change in control acceleration provisions

Benchmarking against a thoughtfully assembled and representative peer group

Acceleration of equity in connection with a termination of employment conditioned upon a release of claims and compliance with restrictive covenants

Compensation decisions for NEOs made by an independent compensation committee advised by an independent compensation consultant

Annual compensation program risk assessment

Annual say-on-pay vote

At-will employment for NEOs

No incentives that encourage excessive risk-taking

No guaranteed incentive awards for executives

No excise or other tax gross ups on change in control payments

No perquisites for NEOs other than benefits generally available to our other employees

No hedging, pledging or short sales of Company stock

No "single-trigger" change in control acceleration of equity awards

No dividend equivalent rights on unvested restricted stock units or options

No supermajority voting rights

4	Evolent Health, Inc.
Proxy Statement 2024

PROPOSAL 1:

ELECTION OF DIRECTORS

Our Board is elected annually by stockholders to oversee the Company's business and strategy. The Nominating and Corporate Governance Committee is responsible for identifying, reviewing and recommending to the Board individuals for election to the Board. Our Board currently consists of ten members with terms expiring at the Annual Meeting.

Upon unanimous recommendation by the Nominating and Corporate Governance Committee, the Board proposes that the following nominees, Toyin Ajayi, MD, Craig Barbarosh, Seth Blackley, M. Bridget Duffy MD, Russell Glass, Peter Grua, Diane Holder, Richard Jelinek, Kim Keck and Cheryl Scott, be elected for new one-year terms and until their successors are duly elected and qualified. All of the nominees are current directors standing for election. Each of the nominees has consented to serve if elected. If any of them becomes unavailable to serve as a director, the Board may designate a substitute nominee. In that case, the persons named as proxy holders will vote for the substitute nominee designated by the Board. There is no limit on the number of terms a director may serve on our Board.

Evolent Health, Inc.	5
Proxy Statement 2024

Proposal 1: Election of Directors

Director/Nominee Skills Matrix

Ajayi Barbarosh Blackley Duffy Glass Grua Holder Jelinek Keck Scott

Risk Oversight/Management

Experience allows the Board to

oversee and understand the most significant risks facing the Company

Healthcare Industry Experience is

critical for understanding and overseeing the Company's strategy and challenges

Financial Expertise/Literacy adds value in oversight of our financial reporting and internal controls

Executive Experience supports our management team through relevant advice and leadership

Technology Expertise brings value in overseeing innovative technology developments of our platform, as well as cybersecurity and data privacy

ESG Expertise allows the Board to assess and consider adopting environmental, social and governance practices and interact effectively with stakeholders

Government/Regulatory/Public

Policy Expertise adds value to the oversight of regulated aspects of our business and general industry developments

6	Evolent Health, Inc.
Proxy Statement 2024