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
What Guides Our Program
Executive Compensation Philosophy and Objectives
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. To that end, our executive compensation program is grounded in the following principles:
| Attraction and Retention | Our compensation program should enable the Company to attract and retain highly talented people with exceptional leadership capabilities. |
|---|---|
| Competitiveness | We seek to provide total compensation opportunity levels that are competitive with those being offered to individuals holding comparable positions at other companies with which we compete for business and leadership talent. |
| Stockholder Alignment | We employ pay elements that are designed to create long-term value for our stockholders, as well as foster a culture of ownership in the Company. |
| Pay for Performance | Our program is designed to ensure that a significant portion of an executive’s total compensation is variable (or “at risk”) and dependent upon the attainment of certain specific and measurable short-term and long-term business performance objectives. |
| Responsible Governance | Decisions about compensation should be guided by best-practice governance standards and rigorous processes that encourage prudent decision-making. |
| Pay Positioning | Each year, the Compensation Committee assesses the competitiveness of total compensation levels for executives to enable us to successfully attract, motivate and retain top executive talent. Total compensation is generally established within a range around the median of market-competitive levels. |
Elements of Pay
The executive compensation program uses a mix of fixed and variable pay, with an emphasis on pay-for-performance and variable pay. The program is structured to create a meaningful balance between achieving strong short-term annual results while ensuring long-term viability and success. Therefore, the mix of incentives is reviewed and determined regularly by the Compensation Committee based on the short- and long-term objectives of the business. The following table illustrates the elements of pay we currently employ, the primary objectives achieved by each element and the factors we consider when determining the amount of pay:
| 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 for the third year (i.e., fiscal year 2026):oRevenueoAdjusted EBITDA |
For fiscal 2024, using the base salaries, the target annual incentive plan awards as of the end of the year and the March 2024 Equity Awards, the vast majority of executive compensation was variable (84.0% for our CEO as illustrated below and an average of 77.0% forour other four NEOs). The following charts do not include one-time discretionary awards granted in 2024 to Messrs. Kao and Freeman and Ms. Maroney. For more information, please see “—2024 Executive Compensation Program in Detail.”
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