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2017 Proxy Statement
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Age: 47     Director Since: 2006
Independent: No
Other Public Boards: 0
Occupation:
CEO, Inovalon
Qualifications & Skills
Technology Healthcare Leadership Government and Regulatory Sales and Marketing Research and Academic
Committees Memberships
Age: 68     Director Since: 2012
Independent: Yes
Other Public Boards: 1
Occupation:
Former Executive Vice President, Finance of Vulcan Inc.
Qualifications & Skills
Technology Leadership Financial Public Company Board Service and Governance Geographic, Gender, Age, Ethnic or Other Diversity
Age: 63     Director Since: 2016
Independent: Yes
Other Public Boards: 2
Occupation:
Former Chairman & CEO of Accenture plc
Qualifications & Skills
Technology Leadership Financial Public Company Board Service and Governance
Age: 58     Director Since: 2008
Independent: Yes
Other Public Boards: 0
Occupation:
Vice Chairman of Roche Holding, Ltd.
Qualifications & Skills
Healthcare Leadership Sales and Marketing Research and Academic Geographic, Gender, Age, Ethnic or Other Diversity
Committees Memberships
Age: 64     Director Since: 2012
Independent: Yes
Other Public Boards: 2
Occupation:
President and CEO of Bluewater Consulting
Qualifications & Skills
Technology Leadership Financial Public Company Board Service and Governance Sales and Marketing
Committees Memberships
Age: 65     Director Since: 2013
Independent: Yes
Other Public Boards: 2
Occupation:
Former Vice Chairman of EMC Corporation
Qualifications & Skills
Technology Leadership Financial Public Company Board Service and Governance Sales and Marketing
Keith R. Dunleavy, M.D.
Age 47
Director since 2006
Occupation: CEO, Inovalon

Inovalon Committees
Technology Healthcare Leadership Government and Regulatory Sales and Marketing Research and Academic

Other Public Company Directorships
  • None

Dr. Dunleavy has served as our Chief Executive Officer since his organization of our predecessor companies in 1998, as Chairman of the Board since the creation of the Board in 2006, and as President from our foundation until May of 2014. Dr. Dunleavy is responsible for the overall execution of our business plan, strategic relationships, and the identification and realization of our product strategy and vision. During his tenure building Inovalon, Dr. Dunleavy has worked extensively with a wide array and number of healthcare organizations, regulatory and oversight bodies, and technology companies examining the growing role of data within healthcare, and its ability to drive meaningful insight and improvement for its constituents. Dr. Dunleavy serves as a Director on the Dartmouth Medical School Board of Overseers, has authored or co-authored a number of scientific journal articles, abstracts, and proprietary research papers, and has presented his work and materials at multiple national and international conferences. Dr. Dunleavy received a Bachelor's degree in Biology modified with Engineering with High Honors from Dartmouth College, where his studies and work focused upon the neurosciences, computer sciences and engineering, and his honors thesis focused on the computer simulation of artificial human cerebellar functional units. He earned his doctorate in medicine from Harvard Medical School, completed his medical residency at The Johns Hopkins Hospital in Baltimore, Maryland, and practiced and was Board Certified in Internal Medicine.

We believe that Dr. Dunleavy's knowledge of Inovalon and its business and his extensive experience in the technology and healthcare industries uniquely qualifies him to serve as the Chairman of the Board.

Denise K. Fletcher
Age 68
Director since 2012
Occupation: Former Executive Vice President, Finance of Vulcan Inc.

Technology Leadership Financial Public Company Board Service and Governance Geographic, Gender, Age, Ethnic or Other Diversity

Other Public Company Directorships
  • Unisys

Ms. Fletcher has served as a director of Inovalon since 2012. Ms. Fletcher is a former Executive Vice President, Finance of Vulcan Inc., an investment and project company organized by Microsoft co-founder Paul Allen, a position she held from 2005 to 2008. From 2004 to 2005, she served as Chief Financial Officer of DaVita, Inc., a provider of dialysis services in the United States. From 2000 to 2003, she was Executive Vice President and Chief Financial Officer of MasterCard International, an international payment solutions company. Before joining MasterCard, she served as Chief Financial Officer of Bowne Inc., a global document management and information services provider. Ms. Fletcher is a director of Unisys, a worldwide information technology company, and a member of the supervisory board of Mazars Group, an international organization that specializes in audit, accounting, tax, legal, and advisory services. During 2004 and 2005, she served as a director of Sempra Energy and of Orbitz, Inc.

We believe Ms. Fletcher's significant achievements as a senior corporate financial and operating officer with a wide range of industry experiences, coupled with her service as a director for other public companies, qualify her to serve as one of our directors and the chairperson of our Audit Committee. Ms. Fletcher graduated Phi Beta Kappa from Wellesley College and received her master's degree from Harvard University.

William D. Green
Age 63
Director since 2016
Occupation: Former Chairman & CEO of Accenture plc

Technology Leadership Financial Public Company Board Service and Governance

Other Public Company Directorships
  • Dell Technologies, Inc.
  • S&P Global, Inc.

Mr. Green has served as a director of Inovalon since 2016. Mr. Green was previously a member of the board of directors of EMC Corporation from 2013 until September 2016, when EMC Corporation was acquired by Dell Technologies, Inc. Prior to joining the board of directors of EMC Corporation, Mr. Green served as the Chairman of the Board of Accenture plc, a global management consulting, technology services, and outsourcing company. Mr. Green joined Accenture plc in 1977 and became a partner in 1986, after which he went on to serve in multiple roles including chief operating officer and the chief executive of the resource operating group, and ultimately went on to serve as the company's Chief Executive Officer from September 2004 through December 2010, and Chairman of the Board from 2006 to 2013.

Mr. Green is a member of the board of directors of both Dell Technologies, Inc. and S&P Global, Inc., a global financial information and services company. Mr. Green holds an MBA degree and an Honorary Doctor of Laws from Babson College. He attended Dean College, where he is a member of the college's Board of Trustees.

We believe that Mr. Green's significant leadership, management and operating expertise; his understanding of the information technology industry, large-scale system outsourcing implementations and global organizational growth; his insight into the cloud computing technology marketplace; and his experience providing strategic direction to a large public technology company, qualify Mr. Green to serve as one of our directors.

André S. Hoffmann
Age 58
Director since 2008
Occupation: Vice Chairman of Roche Holding, Ltd.

Inovalon Committees
Healthcare Leadership Sales and Marketing Research and Academic Geographic, Gender, Age, Ethnic or Other Diversity

Other Public Company Directorships
  • None

Mr. Hoffmann has served as a director of Inovalon since 2008. Since 2006, Mr. Hoffmann has served as the Vice Chairman of the Board of Roche Holding, Ltd., one of the world's largest diversified healthcare companies focused on medical diagnostics and treatments, and has served as a board member since 1996. Mr. Hoffmann served as Non-Executive Vice Chairman of Givaudan SA, the world's leading flavor and fragrance company, from 2008 to 2016, and as a non-executive member of the Board from 2000 to 2016. Since 1999, Mr. Hoffmann has also served as the Chairman and owner of Massellaz S.A., a research and advisory company, and, from 2005 to 2013, served as the Chairman and owner of Nemadi Advisors Ltd., a private equity advisory company. Mr. Hoffmann also serves as a director for Genentech Inc., one of the world's largest biotechnology companies and a subsidiary of Roche, and Amazentis SA, a private therapeutics and diagnostics company.

We believe that Mr. Hoffmann's experience as the Vice Chairman of one of the world's largest diversified healthcare companies and his significant industry expertise qualify him to serve as one of our directors. Mr. Hoffmann studied economics at the University of St. Gallen and holds a Master of Business Administration from INSEAD.

Lee D. Roberts
Age 64
Director since 2012
Occupation: President and CEO of Bluewater Consulting

Inovalon Committees
Technology Leadership Financial Public Company Board Service and Governance Sales and Marketing

Other Public Company Directorships
  • QAD, Inc.
  • Unisys

Mr. Roberts has served as a director of Inovalon since 2012. Since 2008, Mr. Roberts has served as President and Chief Executive Officer of Bluewater Consulting, an information technology management consulting company. From 2006 to 2008, Mr. Roberts was the Vice President and General Manager, IBM Document & Content Management for IBM Corporation. In 2006, IBM acquired FileNET Corporation, where Mr. Roberts had served as President and Chief Executive Officer from 1997 through 1999, and as Chairman and Chief Executive Officer from 2000 until its acquisition in 2006. Mr. Roberts currently serves on the boards of QAD, Inc., a publicly-traded provider of enterprise resource planning and supply chain software, and Unisys, a worldwide information technology company. Mr. Roberts has also served on the boards of a number of other public and private companies, including, most recently, Varolii Corporation, a privately-held provider of on-demand communications software services.

We believe Mr. Roberts' decades of leadership experience with technology companies and deep understanding of information technology, technology trends and customer requirements qualify him to serve as one of our directors. Mr. Roberts earned Bachelor's degrees in Economics, Biology, and Chemistry at California State University, San Bernardino and his MBA degree with honors at the University of California, Riverside. He completed IBM's Executive International Management Program in Belgium and Executive Management Development programs at Harvard University.

William J. Teuber, Jr.
Age 65
Director since 2013
Occupation: Former Vice Chairman of EMC Corporation

Technology Leadership Financial Public Company Board Service and Governance Sales and Marketing

Other Public Company Directorships
  • Popular, Inc.
  • CRH public limited company

Mr. Teuber has served as a director of Inovalon since 2013. Mr. Teuber is the former Vice Chairman of EMC Corporation, where he held the role from May 2006 until September 2016, when EMC Corporation was acquired by Dell Technologies, Inc. As Vice Chairman of EMC Corporation, Mr. Teuber focused on strategy and business development in emerging markets, assisted with government relations and worked closely with the Board of Directors. From 2006 to 2012, he oversaw EMC Corporation's global sales and distribution organization, responsible for driving EMC Corporation's growth and market leadership worldwide. Before that, he was EMC Corporation's Chief Financial Officer from 1996 to 2006, responsible for the global financial operations of EMC Corporation's consolidated business worldwide, including financial planning and reporting, balance sheet management, foreign exchange, audit, tax, treasury, investment banking, governance and investor relations programs. Prior to joining EMC Corporation, Mr. Teuber was a partner in the Audit and Financial Advisory Services practice of Coopers & Lybrand LLP from 1998 to 1995.

Mr. Teuber is a member of the board of directors of CRH, a global diversified building materials group based in Ireland. Mr. Teuber is also a member of the board of directors of Popular Inc., a diversified financial services company based in Puerto Rico that includes Banco Popular as a holding, where he serves as Lead Independent Director. He also serves on the Board of Trustees of the College of the Holy Cross, located in Worcester, Massachusetts.

We believe that Mr. Teuber's significant financial and accounting expertise, his extensive insight into the global big data and cloud computing technology marketplace, and his experience providing strategic direction to a large public technology company qualify Mr. Teuber to serve as one of our directors. Mr. Teuber holds an MBA degree from Babson College, a Master of Science in Taxation from Bentley College, and a Bachelor's degree from the College of the Holy Cross.

Audit Committee
Denise K. Fletcher
Chair
Financial expert
Lee D. Roberts
Financial expert
William J. Teuber, Jr.
Financial expert

The composition of our Audit Committee meets the requirements for independence under the current NASDAQ and SEC rules and regulations. Each member of our Audit Committee can read and understand fundamental financial statements in accordance with applicable requirements. In addition, the Board has determined that Ms. Fletcher, Mr. Teuber, and Mr. Roberts are "audit committee financial experts'' as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act. This designation does not impose on them any duties, obligations, or liabilities that are greater than are generally imposed on members of our Audit Committee and the Board. Our Audit Committee is responsible for, among other things, oversight related to:

  • our accounting and financial reporting processes;
  • the integrity of our financial statements;
  • our policies and procedures to fulfill our responsibilities regarding the fair and accurate presentation of our financial statements;
  • the audit of our financial statements;
  • major issues regarding accounting principles and financial statement presentations;
  • our independent registered public accounting firm's performance and qualifications; and
  • the review of all related party transactions for potential conflict of interest situations on an ongoing basis and the approval of all such transactions.

The Audit Committee is also responsible for the appointment, compensation, retention, and oversight of the work of any accounting firm engaged (including resolution of disagreements between management and such firm regarding financial reporting) for the purpose of performing audit, review, or attestation services for the Company; for the review with our independent registered public accounting firm of any audit problems or difficulties and management's response; and for assisting the Board in its oversight of our compliance with legal and regulatory requirements. Finally, the Audit Committee prepares the Audit Committee report required by SEC regulations to be included in our annual proxy statement.

Compensation Committee
Lee D. Roberts
Chair
Financial expert
Denise K. Fletcher
Financial expert
William J. Teuber, Jr.
Financial expert

The composition of our Compensation Committee meets the requirements of independence under NASDAQ Marketplace Rule 5605(a)(2). Each member of this committee is an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended ("Code''). Our Compensation Committee is responsible for, among other things:

  • approving and recommending to the Board for review and approval by a majority of the independent directors, the annual compensation of the CEO and other officers, including salary, bonus, equity compensation awards and other benefits, based on the evaluation of the performance of the CEO and other officers;
  • determining the objectives of our officer compensation programs, identifying what the programs are designed to reward, and modifying (or recommending that the Board modify) the programs as necessary, consistent with such objectives and intended rewards;
  • ensuring appropriate corporate performance objectives regarding compensation of our officers are set and determining the extent to which they are achieved and any related compensation earned;
  • administering our incentive-compensation plans and equity-based plans as in effect and as adopted from time to time by the Board;
  • preparing a Compensation Committee report on executive compensation to be included in our annual proxy statement; and
  • reviewing, approving, or recommending to the Board for approval any new equity compensation plan or any material change to an existing plan and conducting any valuations required under an equity compensation plan.
Nominating and Corporate Governance Committee
Denise K. Fletcher
Financial expert
William J. Teuber, Jr.
Financial expert

The composition of our Nominating and Corporate Governance Committee meets the requirements of independence under Nasdaq Marketplace Rule 5605(a)(2). Our Nominating and Corporate Governance Committee is responsible for, among other things:

  • identifying and recommending candidates for membership on the Board;
  • reviewing and recommending our corporate governance guidelines and policies;
  • reviewing proposed waivers of the code of conduct for directors and executive officers;
  • overseeing the process of evaluating the performance of the Board; and
  • assisting the Board on corporate governance matters.
Security and Compliance Committee
William J. Teuber, Jr.
Chair
Financial expert
Denise K. Fletcher
Financial expert

Our Security and Compliance Committee is directly responsible for, among other things, oversight related to:

  • our compliance with law, rules and regulations, including the health insurance portability and accountability act ("HIPAA");
  • our privacy and security programs, including:
    • the security and protection of protected health information ("PHI");
    • physical security of our properties, including our datacenters; and
    • security of platform, network and big data systems and software;
  • the periodic review and assessment of the adequacy and functionality of our privacy and security programs;
  • ensuring that our privacy and security programs are aligned with our and our clients' business objectives and goals;
  • our disaster recovery and business continuity plans; and
  • in conjunction with the Board and our Chief Executive Officer, the roles and responsibilities of our Chief Technology Officer, Chief Security Officer, Chief Compliance Officer, and Chief Privacy Officer.

Technology

Nominees below demonstrate a specific area of focus or expertise in this skill/attribute/qualification on which the Board relies most. Each director nominee biography (click on a nominee to see) describes these qualifications and relevant experience in more detail.

Healthcare

Nominees below demonstrate a specific area of focus or expertise in this skill/attribute/qualification on which the Board relies most. Each director nominee biography (click on a nominee to see) describes these qualifications and relevant experience in more detail.

Leadership

Nominees below demonstrate a specific area of focus or expertise in this skill/attribute/qualification on which the Board relies most. Each director nominee biography (click on a nominee to see) describes these qualifications and relevant experience in more detail.

Government and Regulatory

Nominees below demonstrate a specific area of focus or expertise in this skill/attribute/qualification on which the Board relies most. Each director nominee biography (click on a nominee to see) describes these qualifications and relevant experience in more detail.

Financial

Nominees below demonstrate a specific area of focus or expertise in this skill/attribute/qualification on which the Board relies most. Each director nominee biography (click on a nominee to see) describes these qualifications and relevant experience in more detail.

Public Company Board Service and Governance

Nominees below demonstrate a specific area of focus or expertise in this skill/attribute/qualification on which the Board relies most. Each director nominee biography (click on a nominee to see) describes these qualifications and relevant experience in more detail.

Sales and Marketing

Nominees below demonstrate a specific area of focus or expertise in this skill/attribute/qualification on which the Board relies most. Each director nominee biography (click on a nominee to see) describes these qualifications and relevant experience in more detail.

Research and Academic

Nominees below demonstrate a specific area of focus or expertise in this skill/attribute/qualification on which the Board relies most. Each director nominee biography (click on a nominee to see) describes these qualifications and relevant experience in more detail.

Geographic, Gender, Age, Ethnic or Other Diversity

Nominees below demonstrate a specific area of focus or expertise in this skill/attribute/qualification on which the Board relies most. Each director nominee biography (click on a nominee to see) describes these qualifications and relevant experience in more detail.

 
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