Alignment Healthcare Inc
For the period ended Jun 5, 2025. Filed Apr 25, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 5, 2025 · Filed Apr 25, 2025
Contents
Pay Versus Performance
The following table and supporting graphics below set out information regarding fiscal years ended December 31, 2024, 2023 and 2022 in satisfaction of Item 402(v) of Regulation S-K, which requires disclosure regarding executive “Compensation Actually Paid” or “CAP” (as calculated in accordance with SEC rules) as compared to certain Company performance measures. You should refer to the “Compensation Discussion and Analysis” in this proxy statement for a complete description of how executive compensation relates to Company performance and how the Compensation Committee makes its decisions.
| Year-end value of $100 invested on 3/26/2021 in: | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year | Summary Comp. Table Total for John Kao(1)($) | Comp. Actually Paid to John Kao (2)($) | Average Summary Comp. Table Total for Non-PEO NEOs (3)($) | Average Comp. Actually Paid to Non-PEO NEOs (4)($) | ALHC(5)($) | NASDAQ Health Care Index Total Shareholder Return(6)($) | Net Income(in millions) (7)($) | Adj. EBITDA(in millions) (8)($) |
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) |
| 2024 | 6,369,165 | 25,237,077 | 2,715,002 | 7,114,604 | 64.99 | 82.17 | (128.07) | 1.34 |
| 2023 | 14,296,476 | (2,674,822) | 4,760,449 | 1,769,823 | 49.74 | 82.87 | (148.17) | (35.3) |
| 2022 | 34,070,592 | 25,813,278 | 7,327,470 | 5,661,779 | 67.94 | 77.79 | (149.6) | (26.7) |
| 2021 | 45,998,851 | 37,304,187 | 10,891,546 | 10,053,244 | 81.22 | 97.76 | (195.3) | (33.1) |
(1)The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Kao (the “PEO”) for each corresponding year in the “Total” column of the Summary Compensation Table (“SCT”) in this proxy statement.
(2)The dollar amounts reported in column (c) represent the amount of “compensation actually paid” (“CAP”) to the PEO computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEO’s total compensation for each year to determine the CAP:
| 2024 | 2023 | 2022 | 2021 | |
|---|---|---|---|---|
| Total Compensation from SCT | $6,369,165 | $14,296,476 | $34,070,592 | $45,998,851 |
| Less Reported Value of Equity Awards from SCT | $(3,300,000) | $(12,497,891) | $(32,437,510) | $(44,406,749) |
| Subtotal | $3,069,165 | $1,798,585 | $1,633,082 | $1,592,102 |
| Year-end fair value of any equity awards granted in applicable year that are outstanding and unvested as of the end of the year | $7,425,000 | $16,247,259 | $27,710,914 | $20,804,877 |
| The amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year | $17,121,231 | $(12,858,959) | $(1,347,517) | $8,950,439 |
| For awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value | $(2,378,320) | $(7,861,706) | $(2,183,201) | $5,956,769 |
| Net Adjustment to Subtotal | $22,167,912 | $(4,473,407) | $24,180,196 | $35,712,085 |
| Compensation Actually Paid | $25,237,077 | $(2,674,822) | $25,813,278 | $37,304,187 |
(3)The dollar amounts reported in column (d) are the average of the amounts of total compensation reported for the non-PEO NEOs for each corresponding year in the “Total” column of the SCT. For 2024, the Non-PEO NEOs were Thomas Freeman, Dawn Maroney, Hyong (Ken) Kim, M.D. and Andreas Wagner. For 2023, the Non-PEO NEOs were Thomas Freeman, Dawn Maroney, Hakan Kardes and Hyong (Ken) Kim, M.D. For 2022, the Non-PEO NEOs were Thomas Freeman, Dawn Maroney, Dinesh Kumar and Richard Cross. For 2021, the Non-PEO NEOs were Thomas Freeman, Dawn Maroney, Dinesh Kumar and Rajesh Shrestha.
(4)The dollar amounts reported in column (e) represent the average amount of CAP to the non-PEO NEOs as a group computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the Non-PEO NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Non-PEO NEOs for each year to determine the CAP:
| 2024 | 2023 | 2022 | 2021 | |
|---|---|---|---|---|
| Average Total Compensation from SCT | $2,715,002 | $4,760,449 | $7,327,470 | $10,891,546 |
| Less Average Reported Value of Equity Awards from SCT | $(1,350,000) | $(3,786,785) | $(6,383,827) | $(9,913,214) |
| Subtotal | $1,365,002 | $973,664 | $943,643 | $978,332 |
| Year-end fair value of any equity awards granted in applicable year that are outstanding and unvested as of the end of the year | $2,913,083 | $4,110,320 | $5,881,206 | $4,532,610 |
| 2024 | 2023 | 2022 | 2021 | |
|---|---|---|---|---|
| The amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year | $3,094,951 | $(1,755,990) | $(551,977) | $2,876,585 |
| For awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value | $(258,432) | $(1,558,171) | $(611,093) | $1,665,717 |
| Total Net Adjustment to Subtotal | $5,749,602 | $796,159 | $4,718,136 | $9,074,912 |
| Compensation Actually Paid | $7,114,604 | $1,769,823 | $5,661,779 | $10,053,244 |
(5)Cumulative TSR for ALHC is calculated by dividing the sum of the cumulative amount of dividends for each of 2021, 2022 and 2023, assuming dividend reinvestment, and the difference between ALHC’s share price at the end and the beginning of each such year by ALHC’s share price at the beginning of each such year.
(6)Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: NASDAQ Healthcare Index.
(7)The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.
(8)Adjusted EBITDA is a non-GAAP financial measure that is presented as supplemental disclosure, that we define as net loss before interest expense, income taxes, depreciation and amortization expense, transaction-related expenses, acquisition expenses, certain litigation costs and settlements, gains or losses on ROU assets, equity-based compensation expense, and loss on extinguishment of debt. Adjusted EBITDA should not be considered in isolation of, or as an alternative to, measures prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). There are a number of limitations related to the use of adjusted EBITDA in lieu of net loss, which is the most directly comparable financial measure calculated in accordance with GAAP. An explanation of our non-GAAP measures, how they are calculated and reconciliations to the most directly comparable GAAP financial measures can be found in the Appendix to this proxy statement.
Most Important Performance Measures
The performance measures listed below represent an unranked list of the “most important” performance measures that Alignment used to align CAP to the NEOs for 2024 and company performance. The role of each of these performance measures in our executive compensation program is discussed in the “Compensation Discussion and Analysis” section of this proxy statement. While these financial measures are the most important measures the company used to align CAP to the NEOs for 2024 and company performance, additional financial and other measures were also used to align pay and performance, as further described in the “Compensation Discussion and Analysis” section of this proxy statement.
The most important financial performance measures are:
Adjusted EBITDA
Adjusted Gross Profit
Revenue
We also employ the following non-financial performance measures:
Health Plan Membership
CMS Star Ratings
As noted above, we have deemed adjusted EBITDA as the “most important” financial measure used to link our NEOs' compensation with performance and, as previously disclosed, it is being used as our company-selected measure in the pay-versus-performance table above. For more detail on these measures and why we believe that they are important in structuring our compensation programs and linking pay with performance, please see “Compensation Discussion and Analysis.”
Descriptions of the Information Presented in the Pay Versus Performance Table
The illustrations below compare CAP and the following measures:
the Company’s cumulative TSR and the NASDAQ Healthcare Index’s cumulative TSR;
the Company’s Net Income; and
the Company’s Adjusted EBITDA.
vs. TSR Compensation ($000s) $60,000 $50,000 $40,000 $30,000 $20,000 $10,000 $- 03/06/2021 2021 2022 $100.00 $75.00 $50.00 $25.00 $- Total Shareholder Return on $100 Invested at Beginning of Period CEO Compensation Actually Paid Average NEO Compe
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