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
PROXY SUMMARY
This summary highlights certain information contained elsewhere in our proxy statement. This summary does not contain all of the information that you should consider, and you should carefully read the entire proxy statement and our 2024 Annual Report to Stockholders before voting.
About Us
Alignment Healthcare is a next generation, consumer-centric platform designed to improve the health care experience for seniors. We deliver this experience through our Medicare Advantage plans, which are customized to meet the needs of a diverse array of seniors. Our innovative model of consumer-centric health care is purpose-built to provide seniors with care as it should be: high quality, low cost and accompanied by a vastly improved consumer experience. We combine a proprietary technology platform and a high-touch clinical model that enhances our members’ lifestyles and health outcomes while simultaneously controlling costs, which allows us to reinvest savings back into our platform and products to directly benefit the senior consumer. Our model is based on a flywheel concept, referred to as our “virtuous cycle,” which reflects our unique ability to manage health care expenditures while maintaining quality and member satisfaction.
Our ability to deliver lower health care costs while improving the consumer’s experience is a unique competitive advantage. In 2024, we achieved an overall Net Promoter Score (“NPS”) of 61, which includes an NPS of greater than 78 for our Care Anywhere program, and we had 98% of our members enrolled in a plan with a CMS star rating of 4 stars or above. From a clinical standpoint, we achieved a hospitalization rate of approximately 149 hospitalizations per every 1,000 at-risk members, which is approximately 41% lower than the 2019 Medicare FFS performance in our markets. These outcomes are achieved through our high-touch clinical model, which proactively manages chronic conditions and assists with post-discharge care navigation. Additionally, in 2024, the Company enhanced post-hospitalization care by embedding Alignment-employed Regional Medical Officers in skilled nursing facilities, ensuring high-risk members receive hands-on, real-time support to reduce readmissions and improve recovery outcomes. This differentiation has led to our demonstrated ability to rapidly scale, as evidenced by the expansion of our model to 53 markets across five states covering approximately 209,900 health plan members as of January 1, 2025 and more than 80% of gross sales sourced through plan switchers from a competing MA plan. We believe we have proven that our model is highly predictable and repeatable across different markets and will enable strong growth on a national level as we pursue our vision of becoming the most trusted senior health care brand in the country.
Our platform was developed to align with the six core principles that we believe will be required to successfully deliver health care in the 21st century and that we believe represent our key competitive strengths. Our platform enables us to:
leverage data, technology and analytics to power all aspects of our model;
engage consumers directly and develop products to meet their needs;
proactively manage and coordinate care for our most vulnerable members;
empower providers and employ flexible care delivery models;
design and deploy innovative value-based payment models; and
cultivate a culture of innovation.
Voting Matters and Board Recommendations
| Voting Matter | Vote Standard | Board Vote Recommendation | See Page | |
|---|---|---|---|---|
| Proposal 1 | Election of Directors | Plurality of votes cast | FOR EACH NOMINEE | 13 |
| Proposal 2 | Ratification of Independent Registered Public Accounting Firm | Majority of voting power present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter | FOR | 79 |
| Proposal 3 | Non-Binding, Advisory Vote on Executive Compensation | Majority of voting power present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter | FOR | 82 |
Our Director Nominees
You are being asked to vote on the election of the three Class I Directors listed below. For additional information about each nominee’s background and experience, please see “Proposal 1 – Election of Directors—Director Nominees to Serve for a Three-Year Term Expiring at the 2028 Annual Meeting” beginning on page 13.
| Name | Age | Director Since | Independent | Selected Skills & Qualifications | Committees |
|---|---|---|---|---|---|
| Margaret McCarthy, Lead Independent Director | 71 | 2020 | Yes | •Executive Leadership•Health Care Industry Experience•Audit Committee Experience•Technology/Business Processes | AuditCompensation |
| Mark McClellan | 61 | 2014 | Yes | •Health Care Industry Expertise•Clinical Practice•Regulatory / Public Policy Experience | Nominating, Corporate Governance and Compliance ("NCGCC") |
| Robbert Vorhoff | 46 | 2014 | Yes | •Health Care Industry Expertise•Capital Markets Expertise | Compensation |
Board Diversity
The Board believes that a diverse board is better able to effectively oversee the Company’s management and strategy and better positions us to deliver long-term value for our stockholders. Our Board recognizes that gender, racial or ethnic diversity, tenure and experience add to the overall mix of perspectives of our Board as a whole. The following charts present the diversity profile of the directors currently serving on our Board:
Stockholder Engagement Highlights
In 2024-25, we continued our robust stockholder engagement program. We proactively engage with stockholders and other stakeholders throughout the year to learn more about their perspectives on significant issues, including company performance and strategy, executive compensation and governance matters. We take feedback and insights from our engagement with stockholders and other stakeholders into consideration as we review and evolve our practices and disclosures, and share this feedback with our Board, as appropriate. For more information, see “Corporate Governance—Stockholder Engagement” on page 33.
Corporate Governance Highlights
We are committed to governance practices that promote the long-term interests of our stockholders, strengthen Board and management accountability and continue to build trust in our Company. The Board regularly reviews our governance profile to ensure that it reflects the evolving governance landscape applicable to our Company and appropriately supports and serves the best interests of the Company and our stockholders. For more information, see “Corporate Governance” beginning on page 22.
| Board Structure & Composition | ||
|---|---|---|
| •7 of 9 Directors, and all Board Committee members, are independent•Board composed of a mix of long-tenured and new directors•Directors reflect a variety of experiences and skills that give the Board the collective capability necessary to oversee the Company’s activities | •Lead Independent Director empowered with agenda-setting authority and active involvement in oversight of Board functions, elected annually by the independent directors•Active and empowered committee chairs, all of whom are independent | •Annual assessment and determination of optimal Board leadership structure•Commitment to Board diversity of perspective, gender, and race or ethnicity •Directors attended about 93% of Board and Committee meetings combined in 2024 |
| Good Governance Practices | ||
| •Ongoing Board assessment and refreshment led by the NCGCC•Annual Board and Committee self-assessments•Insider trading policy, including prohibitions on pledging and short-sales•Incentive-based compensation clawback policy | •Regular executive sessions of the independent directors at meetings of the Board, without management present•Officer and director stock ownership requirements•Code of Conduct overseen by Board | •Robust stockholder engagement program, with the participation of our Chairman, to share our perspectives and solicit feedback |
| Board Operations and Oversight | ||
| •Active board oversight of strategic planning•Robust oversight framework to assess and manage risks•Committee charters provide clear allocation of committee and full Board oversight roles •Regular talent and succession planning discussions | •Audit Committee oversight of financial risks, cybersecurity •NCGCC oversight of nominating process and criteria, legal and regulatory compliance•Compensation Committee oversight of compensation program, annual CEO evaluation | •Direct access by the Board to members of management, including Chief Compliance Officer•Regular briefings on corporate governance practices and emerging corporate governance issues•Monthly “teach-ins” addressing key strategic areas |
Executive Compensation Highlights
Our executive compensation philosophy is to forge critical connections between performance, long-term value creation, employee engagement and retention, compensation governance and our cultural values. The Compensation Committee reviews and approves the elements of our compensation program at least annually, with input from an independent compensation consultant. In 2024, we moved our performance share units from a one-year vesting period to a three-year vesting period, with performance measured in the third year, which was aimed at trying executive compensation to the achievement of long-term financial performance. The program is described in the “Compensation Discussion and Analysis” section of this proxy statement beginning on page 40. We believe the following practices and policies within our program promote sound compensation governance and are in the best interests of our stockholders and executives:
| What We Do | |
|---|---|
| Emphasize variable pay over fixed pay, with a significant portion focused on long-term value creation | Use an independent compensation consultant |
| Conduct an annual advisory vote on the compensation of our NEOs | Maintain a Clawback Policy applicable to cash incentive compensation and equity awards in the event of a financial restatement, consistent with SEC and Nasdaq requirements |
| Annually review and approve peer group for comparative compensation analysis | Conduct annual risk assessment of all compensation plans and programs |
| Maintain anti-hedging and anti-pledging policies | Maintain stock ownership guidelines for our executive officers and Board of Directors |
| What We Don't Do | |
|---|---|
| No guaranteed or uncapped incentive payouts in our annual bonus plan | No option or stock appreciation rights granted below fair market value |
| No significant perquisites | No repricing or exchange of underwater options without stockholder approval |
| No tax gross-ups, other than for certain relocation expenses | No dividend equivalents on unearned restricted stock units or performance share units |
The following table illustrates the elements of pay we currently employ, the manner in which we position these elements relative to the market and the objectives achieved by each element:
| Element | Primary Objective | Determination Factors |
|---|---|---|
| Base Salary | •Attract and retain high-performing and experienced individuals•Provide steady source of income so executives can focus on the needs of the business | •Value of role in competitive marketplace•Value of role to the Company•Skills, experience and performance of individual compared to the market as well as others in the Company |
| Annual Cash Incentives | •Motivate executives to achieve challenging short-term performance goals•Align with annual financial objectives | •Target awards based on competitive marketplace, level of position, skills and performance of executive•75% of actual awards based on achievement against the following annual corporate metrics:oHealth plan membershipoAdjusted gross profitoAdjusted EBITDA•25% of actual awards based on achievement of individual and/or departmental goals (other than the CEO)•For 2024, awards were subject to a modifier (-25% to +35%) based on the Company’s CMS Star Ratings, with potential payouts ranging from 0% to 200% of target bonus |
| Long-Term Equity Incentives | •Align executives’ interests with those of our stockholders•Align with long-term business strategy•Retain executive talent through multi-year vesting schedules•Motivate sustainable performance that creates long-term value for stockholders•Foster our purpose and values to build teams that think and act like owners | •Awards based on competitive marketplace, current value of unvested equity holdings, level of position, skills and performance of the executive•For 2024, awards were issued 50% in the form of RSUs that vest over four years and 50% in the form of PSUs that have a three-year vesting period and are earned, if at all, based on achievement of the following metrics during fiscal year 2026:oRevenueoAdjusted EBITDA |
For more information regarding our executive compensation program, please see “Compensation Discussion and Analysis—2024 Executive Compensation Program in Detail” beginning on page 47. For information regarding the 2024 compensation paid to our Named Executive Officers, please see “Executive and Director Compensation” beginning on page 55.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.