agilon health inc
For the period ended May 28, 2025. Filed Apr 17, 2025.
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May 28, 2025 · Filed Apr 17, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to § 240.14a-12 |
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agilon health, inc.
(Name of Registrant as Specified in its Charter)
(Name(s) of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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CEO Message.
| Dear agilon Stockholder: | April 17, 2025 | |
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| In 2024, agilon established new partnerships with physician practices, expanded our Physician Network, and enhanced our purpose-built platform, all while we and the Medicare Advantage (“MA”) sector continued to navigate through a complex transition period for the industry. Our achievements would not be possible without the hard work and dedication of our team of approximately 1,000 talented employees who believe in our mission to be the trusted, long-term partner of community-based physicians enabling them to reimagine the patient experience for older adults and lead the transformation of care delivery in their communities. | ||
| As we manage through the third year of a challenging MA rate and utilization cycle, we are focused on strengthening our business for near-term improvement, success and profitability. The recent favorable CY26 MA Final Rate Notice from the Centers for Medicare & Medicaid Services (CMS) makes us optimistic that we will see a more favorable rate and overall macro environment for 2026 and beyond. | ||
| In 2024, we took important actions that provide a strong foundation from which to build as we continue to navigate this cycle: | On behalf of our Board of Directors and our entire team, thank you for supporting agilon health, and for helping us ensure our physician partners thrive alongside their patients. |
| 1. | Reducing our underwriting exposure to costs outside our control, including a reduction in Part D exposure to less than 30% of our membership. |
| 2. | Pursuing profitable and measured growth aligned with current payor and provider dynamics. |
| 3. | Strengthening our core clinical and operational capabilities to support our partnerships. |
| Maintaining operating cost discipline by leveraging our scaled infrastructure and technology investments. | |
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| We continue to focus on these actions in 2025. At the same time, we continue to execute on the foundational elements of our value-based care (VBC) model, also known as the Total Care Model. We intend for this focused approach to continue this year, and despite the current headwinds, our goal is to be cash flow breakeven by 2027. | |
| We have a strong core business with solid fundamentals, an increasingly relevant value proposition, and a primary care workforce in need of a better solution. With our Total Care Model, our partnerships continue to deliver significant quality outcomes, including quality scores at four and above, and in 2024, our Network reinvested $250+ million into local primary care within the communities we serve. We are proud to have 30 partners in 12 states and serve 30 communities, which collectively represent 2,200+ primary care physicians (PCPs) and around 615,000 senior patients. Our Physician Network will become even stronger with the addition of our Class of 2026 partners, even as we continue to take a measured approach to growth. | |
| On a separate note, I’d like to review several changes to our executive leadership team. In 2024, Jeff Schwaneke, an experienced finance, operational and managed care executive and director on agilon’s Board of Directors, joined our company as Chief Financial Officer. We also named Dr. Karthik Rao as Chief Medical Officer and Dr. Kevin Spencer as Chief Clinical Officer. Sarah Mokover, Senior Vice President, Payor Engagement and Contracting Strategy joined the executive leadership team and Veeral Desai, Chief Strategy & Development Officer, transitioned to a long-term strategic advisor to the Chief Executive Officer role. | |
| With Jeff Schwaneke joining the executive team we now have eight board members, the majority of whom are independent. This includes independent chairs for each of our board | |
committees. Our Board of Directors is fundamental to advancing our company’s mission and contribute greatly to our success, and I am appreciative of their ongoing commitment to agilon.
In closing, I’d like to reiterate why our company continues to fill a critical need for our physician partners and their patients. Our Total Care Model is helping PCPs make the shift to value, resulting in better care for seniors, improved patient outcomes, and lower costs. Ultimately, agilon’s Total Care Model empowers physicians to transform our health care system. This is a worthy purpose and is the reason why I joined agilon five years ago as well as why the leadership team and I continue to be excited about our company’s future and our role in transforming primary care.
Our stockholders are extremely important to all of us at agilon. On behalf of our Board of Directors and our entire team, thank you for supporting agilon, and for helping us ensure our physician partners thrive alongside their patients.
Please know that the leadership team and I are committed to our fiduciary duty of acting in your best interests. With that said, it’s my pleasure to invite you to learn more about our vision and progress at our fourth annual meeting of stockholders, taking place on May 28, 2025. The attached proxy statement contains information about the meeting agenda, as well as voting instructions. We thank you for taking time to review and vote on these important issues.
Best,
Steve Sell Chief Executive Officer agilon health, inc.
Notice of Annual
Meeting of Stockholders.
To the stockholders of agilon health, inc.:
On behalf of the board of directors (the “board”), we cordially invite you to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of agilon health, inc. (the “Company”).
AGENDA
At the meeting, stockholders will consider and vote on the following matters:
| 1 | Election of two Class I directors for a three-year term ending at the 2028 Annual Meeting of Stockholders |
| 2 | Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025 |
| 3 | Advisory vote to approve the compensation paid to the Company’s named executive officers |
Stockholders will also be asked to transact such other business as may properly come before the Annual Meeting or any reconvened meeting following any adjournment or postponement thereof.
The board recommends that you vote“FOR” the election of each of the nominees named in Proposal 1 of this proxy statement and“FOR” each of Proposals 2 and 3. Information about the matters to be acted upon at the Annual Meeting is contained in the accompanying proxy statement.
Please refer to the Proxy Statement Summary on page 1 for instructions on ways to vote your shares.
We are furnishing our proxy materials to all of our stockholders over the Internet rather than in paper form. We believe that this delivery process will lower the costs of printing and distributing our proxy materials and reduce our environmental impact, without impacting our stockholders’ timely access to this important information. Accordingly, stockholders of record at the close of business on April 4, 2025 will receive a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) and may vote at the Annual Meeting of Stockholders. Such stockholders will also receive notice of any postponements or adjournments of the meeting. The Notice of Internet Availability is being distributed to stockholders on or about April 17, 2025.
DATE
Wednesday,
May 28, 2025
TIME
12:00 p.m.,
Eastern Time
LOCATION
www.virtualshare holdermeeting.com/ AGL2025
We have adopted this technology to expand access to the meeting, improve communications and lower the cost to our stockholders, the Company and the environment.
We believe that the virtual Annual Meeting should enable increased stockholder participation from locations around the world.
Table of Contents.
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