Alignment Healthcare Inc
For the period ended Jun 5, 2025. Filed Apr 25, 2025.
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Jun 5, 2025 · Filed Apr 25, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
Alignment Healthcare, Inc.
(Name of registrant as specified in its charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
April 25, 2025
Dear Fellow Stockholders:
On behalf of the Alignment Healthcare (“Alignment”) Board of Directors, we cordially invite you to attend our Annual Meeting of Stockholders on Thursday, June 5, 2025, at 9:00 a.m. PDT. The Annual Meeting will be held virtually via audio-only webcast at www.proxydocs.com/ALHC. You can listen to the meeting live, submit questions and vote online during the Annual Meeting.
We appreciate your ongoing support of and belief in Alignment as Medicare Advantage ("MA") done right. By approaching MA as a care management business and focusing on serving our seniors, we are proving that we can win by delivering more care – not less. By building a strong foundation of quality and value, we have been able to grow confidently and profitably through a dynamic MA environment.
Your investment is critical to the growth and success of Alignment and will continue to play a significant role as we elevate our profile and expand our impact.
There is no doubt that 2024 was a milestone year, highlighted by:
Adjusted EBITDA profitability: We achieved adjusted EBITDA of$1 million, marking our first full year of positive adjusted EBITDA as a public company.
Industry-leading membership growth: With 59% year-over-year membership growth to 189,100 members as of Dec. 31. 2024, we onboarded more net new members in 2024 than in the prior four years combined.
Strong revenue growth: $2.7 billion, representing 48% growth year-over-year, as of Dec. 31, 2024.
Exceptional quality: 98% of members are in plans that earned 4 Stars or better under the Centers for Medicare & Medicaid Services (“CMS”) 5-Star Quality Rating System versus the industry average of just 64%. With our HMO contract in Nevada and North Carolina, Alignment is proud to be one of only nine MA plans in the entire country in 2025 to earn a coveted 5 Stars.
Outstanding member service: Achieved an overall Net Promoter Score (“NPS”) of 61, which includes an NPS of greater than 78 for our Care Anywhere program, and a 4.9 out of 5-star Google rating, based on more than 9,000 reviews.
Strong medical cost management: 88.8% medical benefits ratio (“MBR”) in 2024 based on adjusted gross profit.
We started 2025 with the exciting news that Dawn Maroney was promoted to President of Alignment, expanding her role and responsibilities as we drive for even greater success. We are continuing to strengthen our leadership team and train our employees on how we do MA right.
In 2025, our focus is on:
Sustained Growth: Last year was a breakout year for consolidated growth, and this year, we expect a breakout year for growth outside of California even as California continues to deliver sustained growth. Our continued ability to capture market share reflects our reputation for consistent delivery of quality care, innovative products and enhanced benefits.
Improving Profitability: Our goal is to always ensure we provide the best care at the lowest cost. We aim to further improve profitability of the enterprise by retaining the members we grew in
2024 and engaging those most at risk with our clinical model. Furthermore, we plan to increase productivity and improve scalability by deploying tools that drive more automation.
Greater Replicability: We will expand strategic partnerships with organizations that share our purpose of serving seniors and elevating senior care. We aim to deliver consistently high-quality care across markets.
Continuous Improvement: We are committed to operational excellence by improving every aspect of our organization – from market leadership and clinical delivery to operations. As we scale, our management team remains focused on disciplined execution, data-driven decision making and an unwavering drive to serve our members better every day.
Our Board of Directors and leadership team remain dedicated to long-term value creation for all our stakeholders. We look forward to the opportunity to engage with you during the Annual Meeting and to share updates on our progress throughout our upcoming quarterly earnings.
Sincerely,
| John Kao | Joseph Konowiecki | Margaret McCarthy |
|---|---|---|
| Chief Executive Officer | Chairman of the Board | Lead Independent Director |
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
The 2025 Annual Meeting of Stockholders of Alignment Healthcare, Inc. (the “Annual Meeting”) will be held on Thursday, June 5, 2025, at 9:00 a.m. Pacific Time.
Items of Business
Matters to be voted on at the Annual Meeting are as follows:
Proposal 1: Election of three nominees identified in the accompanying proxy statement to serve as Class I directors to hold office until the 2028 Annual Meeting of Stockholders;
Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2025; and
Proposal 3: Approval, on a non-binding, advisory basis, of the compensation of our named executive officers (“Named Executive Officers” or “NEOs”).
Items of business may also include transacting other business as may properly come before the meeting or any adjournment of the meeting. The Proxy Statement accompanying this notice describes each of the items of business in more detail.
Access to the Meeting
The Annual Meeting will be held via live audio webcast available at www.proxydocs.com/ALHC. Please see the “Commonly Asked Questions and Answers About the Annual Meeting” section in the attached Proxy Statement for information on registration to attend the Annual Meeting. Stockholders will be able to participate, vote and submit questions from any location.
Record Date & List of Stockholders
Our Board has set the record date as of April 7, 2025 (the “Record Date”). Only stockholders that owned Alignment common stock at the close of business on that day are entitled to notice of and may vote at the Annual Meeting or any adjournment of the meeting. A list of Alignment’s stockholders of record will be available at our corporate headquarters and principal executive offices located at 1100 W. Town & Country Rd., Suite 1600, Orange, CA 92868 at least ten days prior to June 5, 2025.
How to Vote Your Shares
| By InternetGo to www.proxypush.com/ALHC and follow the instructions. | By TelephoneDial toll-free 866-314-3346 using any touch-tone telephone and follow the recorded instructions. |
|---|---|
| By MailComplete, sign, date and return your proxy card or voting instruction form in the envelope provided. | In Person (Virtual)Attend our virtual Annual Meeting and cast your vote using the webcast voting options. |
Whether or not you expect to attend the Annual Meeting, please make sure you vote so that your shares will be represented at the meeting.
By Order of the Board of Directors
Christopher J. Joyce
Chief Legal & Administrative Officer
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 5, 2025
This Notice of Annual Meeting, the Proxy Statement and our fiscal year 2024 Annual Report are available on the investor relations section of our website at https://ir.alignmenthealth.com/. Additionally, you may access our proxy materials atwww.proxydocs.com/ALHC. We are taking advantage of U.S. Securities and Exchange Commission rules that allow us to furnish proxy materials to our stockholders on the Internet. These materials will be available on the Internet on or about April 25, 2025. We are sending a “Notice of Internet Availability of Proxy Materials" (“Notice of Availability”) to our stockholders of record instead of a paper proxy statement and annual report containing financial statements, unless paper copies have previously been requested. We believe that Internet delivery of our proxy materials allows us to provide our stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting.
TABLE OF CONTENTS
| COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | 1 |
|---|---|
| PROXY SUMMARY | 7 |
| PROPOSAL 1 – ELECTION OF DIRECTORS | 13 |
| Continuing Directors | 16 |
| Nomination Criteria and Director Experience | 19 |
| CORPORATE GOVERNANCE | 22 |
| Board and Corporate Governance Highlights | 22 |
| Board Composition and Director Independence | 23 |
| Board Leadership Structure | 23 |
| The Board’s Role in Risk Oversight | 25 |
| Board Committees | 26 |
| Board Oversight of Corporate Responsibility and Sustainable Business Practices | 29 |
| Stockholder Engagement | 33 |
| Family Relationships | 33 |
| Compensation Committee Interlocks and Insider Participation | 33 |
| Code of Business Conduct and Ethics | 33 |
| Insider Trading Policy; Hedging and Other Transactions | 34 |
| Board Evaluation Practices | 35 |
| Board and Committee Meetings | 36 |
| Communications by Stockholders and Other Interested Parties with the Board | 36 |
| EXECUTIVE OFFICERS | 37 |
| COMPENSATION DISCUSSION AND ANALYSIS | 40 |
| Executive Summary | 40 |
| Compensation Best Practices & Policies | 42 |
| What Guides Our Program | 43 |
| Executive Compensation Decision-Making Process | 45 |
| 2024 Executive Compensation Program in Detail | 47 |
| Other Compensation Matters | 52 |
| Compensation Committee Report | 54 |
| EXECUTIVE AND DIRECTOR COMPENSATION | 55 |
| Pay Versus Performance | 68 |
| CEO Pay Ratio | 72 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 74 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIALOWNERS AND MANAGEMENT | 77 |
| PROPOSAL 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENTREGISTERED PUBLIC ACCOUNTING FIRM | 79 |
| AUDIT COMMITTEE REPORT | 81 |
| PROPOSAL 3 – NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION | 82 |
| OTHER MATTERS | 83 |
| AVAILABILITY OF SEC FILINGS, CODE OF CONDUCT AND COMMITTEE CHARTERS | 83 |
| WHERE TO FIND ADDITIONAL INFORMATION | 83 |
| COST OF PROXY SOLICITATION | 83 |
| APPENDIX – NON-GAAP FINANCIAL MEASURES | 84 |
Cautionary Note Regarding Forward-Looking Statements
This proxy statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are subject to risks and uncertainties and are based on assumptions that may prove to be inaccurate, which could cause actual results to differ materially from those expected or implied by the forward-looking statements. Important risks and uncertainties that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: our ability to attract new members and enter new markets, including the need for certain governmental approvals; our ability to maintain a high rating for our plans on the Centers for Medicare and Medicaid ("CMS") Five Star Quality Rating System ("CMS Star Ratings"); our ability to develop and maintain satisfactory relationships with care providers that service our members; risks associated with being a government contractor; changes in laws and regulations applicable to our business model; risk related to our indebtedness; changes in market or industry conditions and receptivity to our technology and services; results of litigation or a security incident; and the impact of shortages of qualified personnel and related increases in our labor costs. For a detailed discussion of the risk factors that could affect our actual results, please refer to the risk factors identified in our reports filed with the U.S. Securities and Exchange Commission ("SEC"), including our Annual Report on Form 10-K filed with the SEC on February 27, 2025. All information provided in this proxy statement is as of the date hereof, and we undertake no duty to update or revise this information unless required by law.
Website References
References to our website throughout this proxy statement are intended to provide inactive, textual references and are provided for convenience only. The content on our website does not constitute a part of this proxy statement.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.