Bright Health’s CEO made $2.3 million in 2021 but proxy reveals it could be much more.

Even with the company reporting significant losses and its public shares losing values, executives at Bright Health Group received significant awards.

The Bloomington-based company, in its proxy filed with the Securities and Exchange Commission on April 15, valued CEO Mike Mikan’s 2021 compensation package at $180.8 million. The total included restricted stock awards and stock options whose combined grant day value was $178.5 million.

The Star Tribune’s compensation formula does not include those long-term equity awards that pay out in future years. The value realized from those awards is often very different from the value they were assessed when granted.

Under the formula — which includes salary, bonuses and cash earned from achieving incentive targets, plus shares that have vested or options exercised — Mikan’s compensation is $2.3 million.

Here’s the breakdown of Mikan’s compensation:

  • Salary: $1,033,077
  • Bonus: $1,275,850
  • Other Compensation: $10,420
  • New stock options: 7,812,288

Financial and operational performance would have earned executives bonuses above the annual targets, but the board’s compensation committee used its discretion to lower the payouts to 95% of target.

Bright Health Group was founded in 2015 to “transform health care.” In a complex and expensive national health care environment, that promise drew lots of investors.

From 2015 to 2020, Bright Health raised $1.5 billion from venture capital firms. Then in June 2021, Bright Health raised $924 million in the largest-ever initial public offering by a Minnesota company.

And in December, weeks after reporting significant losses in its third quarter and the post IPO price of its shares dropping, the company raised another $750 million, including funds from the venture capital unit of health insurance giant Cigna.

Bright Health granted Mikan 7.8 million stock options, as many as 7.35 million in restricted stock awards and a special grant of 7 million restricted shares as a retention bonus since the share price of Bright Health has fallen substantially from the IPO price of $18 a share.

The SEC said that Bright Health should have valued pre-IPO stock options given to executives differently.

The company had initially valued the 7.8 million options granted to Mikan at $5,972,494 dollars. These options were granted prior to the IPO and upon review the SEC said the options should have been valued higher because they were awarded so close to the IPO. Bright Health had to then revalue the stock awards at $83,679,502.

The value of long-term equity awards could become worthless, or at least substantially less, based on the fact that the company’s stock has dropped 79 percent from its $18 IPO price to the end of 2021. In December the compensation committee awarded retention bonuses to executives, including 7 million restricted shares valued at $26.4 million to Mikan.

“The [compensation] committee believed our named executive officers were essential to designing, implementing and executing our strategy (and thereby increasing stockholder value), and thus it was critical to our business that we retain our core team of executive officers,” the committee wrote in Bright Health’s proxy statements.

The retention awards vest sooner and will be easier to earn. The shares have no price target, and 60% of the shares vest in two years and the rest after the third anniversary of the grant.

Since those retention awards were given out, two of those executives have announced plans to leave the company.

Bright Health missed Wall Street analysts’ earnings expectations the first three times the company reported quarterly results since the IPO.

The company recently was fined $1 million by the state of Colorado because of operational missteps. It also recently announced it is pulling back on growth plans for individual insurance markets in six states. In March, it said it was laying off 150 workers because of 2021’s financial performance.

Bright Health did manage a couple of strategic acquisitions during 2021, and annual revenue increased 233% to over $4 billion as the number of Bright Health Group consumers increased to more than 727,000.

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