Alignment Healthcare, Inc.
For the period ended Jun 4, 2026. Filed Apr 24, 2026.
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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 4, 2026 · Filed Apr 24, 2026
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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 24, 2026
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 4, 2026, 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.
As stewards of Alignment Healthcare, the Board of Directors and management remain firmly focused on building a company that delivers Medicare Advantage (MA) done right. This means lowering costs by delivering better care – not less care – particularly for members with complex and chronic needs. Alignment’s Care Anywhere clinical model, supported by its proprietary AVA® technology platform, provides real-time visibility into member health and enables earlier intervention, better coordination and reduced avoidable utilization. In executing upon this model at scale, we believe we will create durable, long-term value for stockholders.
2025 marked another strong step forward in our financial and operational performance.
We continued to take share in our markets and improve outcomes for our members while delivering positive operating cash flow. These results reflect the continued improvement of capabilities we have been building for years – care delivery, operational discipline and technology-enabled insight.
This progress was achieved in a dynamic MA environment marked by higher utilization, evolving risk adjustment standards and increased regulatory scrutiny, demonstrating the resilience of Alignment’s model amidst a year of significant disruption.
Performance in 2025 underscores the strength of our model and maturity of our financial profile:
Adjusted EBITDA of $110 million, reflecting an adjusted EBITDA margin of 2.8%, with a net loss of $1.0 million (compared to a net loss of $128.1 million in 2024)
Membership of 236,300 as of Dec. 31, 2025, representing 25% year-over-year growth
Full-year revenue of $3.9 billion, up 46% year over year
100% of members enrolled in plans rated 4 Stars or better under the Centers for Medicare & Medicaid Services 5-Star Quality Rating System for the second consecutive year
Looking ahead, we are focused on sustaining a culture of continuous improvement and making investments across people, processes and technology to ensure that we are scaling responsibly.
In early 2026, Alignment was named one of Fortune World’s Most Admired Companies™ for the first time, reflecting the company’s senior-first culture, clinical integrity and long-term view of value creation – qualities that have guided its growth since becoming a public company five years ago.
As we continue to execute upon our mission of changing health care, your investment continues to play an important role in supporting Alignment’s long-term vision. We remain focused on execution, disciplined growth and serving our members. We look forward to connecting with you at the Annual Meeting and to continuing to share updates on our progress throughout the year.
Sincerely,
| John Kao | Joseph Konowiecki | Margaret McCarthy |
|---|---|---|
| Chief Executive Officer | Chairman of the Board | Lead Independent Director |
From Fortune, ©2026 Fortune Media IP Limited. All rights reserved. Used under license. Fortune® is a registered trademark and Fortune World’s Most Admired Companies™ is a trademark of Fortune Media IP Limited and is used under license. Fortune and Fortune Media IP Limited are not affiliated with, and do not endorse the products or services of, Alignment Healthcare.
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
| Meeting Details | Items of BusinessMatters 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 II directors to hold office until the 2029 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, 2026; 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 such other business as may properly come before the 2026 Annual Meeting of Stockholders (the "Annual 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 6, 2026 (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 4, 2026.
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 4, 2026
This Notice of Annual Meeting, the Proxy Statement and our fiscal year 2025 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 24, 2026. 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
| PROXY SUMMARY | 8 |
|---|---|
| PROPOSAL 1 – ELECTION OF DIRECTORS | 14 |
| Continuing Directors | 16 |
| Nomination Criteria and Director Experience | 19 |
| CORPORATE GOVERNANCE | 23 |
| Board and Corporate Governance Highlights | 23 |
| Board Composition and Director Independence | 24 |
| Board Leadership Structure | 24 |
| The Board’s Role in Risk Oversight | 25 |
| Board Committees | 27 |
| Audit Committee | 27 |
| Compensation Committee | 28 |
| Nominating, Corporate Governance & Compliance Committee | 29 |
| Board Oversight of Corporate Responsibility and Sustainable Business Practices | 30 |
| Stockholder Engagement | 34 |
| Family Relationships | 34 |
| Compensation Committee Interlocks and Insider Participation | 34 |
| Code of Business Conduct and Ethics | 34 |
| Insider Trading Policy; Hedging and Other Transactions | 35 |
| Board Evaluation Practices | 36 |
| Board and Committee Meetings | 37 |
| Communications by Stockholders and Other Interested Parties with the Board | 37 |
| EXECUTIVE OFFICERS | 38 |
| COMPENSATION DISCUSSION AND ANALYSIS | 41 |
| Executive Summary | 41 |
| Compensation Best Practices & Policies | 44 |
| What Guides Our Program | 45 |
| Executive Compensation Decision-Making Process | 47 |
| 2025 Executive Compensation Program in Detail | 48 |
| Other Compensation Matters | 54 |
| Compensation Committee Report | 56 |
| EXECUTIVE AND DIRECTOR COMPENSATION | 57 |
| Pay Versus Performance | 70 |
| CEO Pay Ratio | 74 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 76 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIALOWNERS AND MANAGEMENT | 78 |
| PROPOSAL 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENTREGISTERED PUBLIC ACCOUNTING FIRM | 81 |
| AUDIT COMMITTEE REPORT | 83 |
| PROPOSAL 3 – NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION | 84 |
| COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | 85 |
| OTHER MATTERS | 91 |
| CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS | 91 |
| WEBSITE REFERENCES | 91 |
| AVAILABILITY OF SEC FILINGS, CODE OF CONDUCT AND COMMITTEE CHARTERS | 91 |
| WHERE TO FIND ADDITIONAL INFORMATION | 91 |
|---|---|
| COST OF PROXY SOLICITATION | 92 |
| APPENDIX – NON-GAAP FINANCIAL MEASURES | 93 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.