---
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"
generated_at: "2026-06-24T01:31:25.023701+00:00"
event_type: "leadership"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Clover Health announces CEO succession: Garipalli to Executive Chairman, Toy promoted to CEO

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: leadership
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 5.02
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001801170-22-000056
- JSON: https://secwatch.observer/filing/0001801170-22-000056.json
- Plain text: https://secwatch.observer/filing/0001801170-22-000056.txt

## Key facts
- Executive change
  Vivek Garipalli changed role as Executive Chairman at CLOVER HEALTH INVESTMENTS, CORP. /DE.
  - Action: become
  - Role: Executive Chairman
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1801170/000180117022000056/0001801170-22-000056-index.htm
- Executive change
  Andrew Toy changed role as Co-Founder and CEO at CLOVER HEALTH INVESTMENTS, CORP. /DE.
  - Action: promoted
  - Role: Co-Founder and CEO
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1801170/000180117022000056/0001801170-22-000056-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.