{"schema_version":"secwatch.filing_event.v1","accession":"0001801170-22-000056","form_type":"8-K","ticker":"CLOV","cik":"0001801170","company_name":"CLOVER HEALTH INVESTMENTS, CORP. /DE","filed_at":"2022-08-10T23:59:59+00:00","discovered_at":"2026-05-14T18:03:57.078442+00:00","generated_at":"2026-06-24T01:31:25.023701+00:00","sec_items":["5.02"],"event_type":"leadership","sentiment":"neutral","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"Clover Health announces CEO succession: Garipalli to Executive Chairman, Toy promoted to CEO","bullets":["Effective Jan 1, 2023, Vivek Garipalli becomes Executive Chairman; Andrew Toy promoted from President to CEO.","Toy receives base salary of $700,000, annual target bonus of 100% of base salary.","Toy granted $18M in RSUs ($7M on Aug 8, 2022; $11M on Jan 1, 2023) vesting over 4 years.","Severance: 1.5x base+bonus without cause; 2.0x base+bonus on change-in-control termination.","Toy must hold shares worth 3x base salary after settlement of RSUs; non-competition covenant for 18 months."],"urls":{"canonical":"https://secwatch.observer/filing/0001801170-22-000056","json":"https://secwatch.observer/filing/0001801170-22-000056.json","markdown":"https://secwatch.observer/filing/0001801170-22-000056.md","text":"https://secwatch.observer/filing/0001801170-22-000056.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1801170/000180117022000056/0001801170-22-000056-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1801170/000180117022000056/clov-20220805.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-24T01:31:25.023701+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"20763ef69f","claim":"Vivek Garipalli changed role as Executive Chairman at CLOVER HEALTH INVESTMENTS, CORP. /DE.","evidence_excerpt":"Vivek Garipalli, the Company’s Co-Founder and Chief Executive Officer (“ CEO ”), will become the Executive Chairman of the Board and leave his position as CEO","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1801170/000180117022000056/0001801170-22-000056-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"become"},{"label":"Role","value":"Executive Chairman"}],"fact_type":"executive_change"},{"claim_id":"2b0f21be58","claim":"Andrew Toy changed role as Co-Founder and CEO at CLOVER HEALTH INVESTMENTS, CORP. /DE.","evidence_excerpt":"Andrew Toy, the Company’s current President, will be promoted to the position of Co-Founder and CEO and will no longer serve as President","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1801170/000180117022000056/0001801170-22-000056-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"promoted"},{"label":"Role","value":"Co-Founder and CEO"}],"fact_type":"executive_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}