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Alignment Healthcare, Inc.

For the period ended Jun 4, 2026. Filed Apr 24, 2026.

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About this filing

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

ALHC$7.34-2.9%Stored close · as of Nov 6, 2026
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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 2025 Annual Report to Stockholders before voting.

About Alignment Healthcare

We are a next generation, consumer-centric and clinically focused platform designed to improve the health care experience for seniors enrolled in Medicare who choose a private Medicare Advantage plan. Our goal is to provide seniors with easier access to care, better coordination among providers, fewer gaps in care and avoidable hospital visits, and support that meets them where they are—at home, online, or in their community. We deliver this experience through our wide variety of Medicare Advantage plans, which offer varied benefits tailored to the diverse needs, preferences, and lifestyles of seniors. We believe our plans are differentiated because of our unique ability to manage costs by delivering proactive care and managing chronic conditions through an integrated clinical and technology model. Our operations primarily consist of Medicare Advantage Plans in the states of California, North Carolina, Nevada, Arizona and Texas. Our ultimate goal is to bring this differentiated, advocacy-driven healthcare experience to millions of senior consumers in the United States and to become the most trusted senior healthcare brand in the country.

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. From a clinical standpoint, we achieved an inpatient admissions per thousand rate in the low-140s for our at-risk members. These outcomes are achieved through our high-touch clinical model, which proactively manages chronic conditions and assists with post-discharge care navigation. This differentiation has led to our demonstrated ability to rapidly scale, as evidenced by the expansion of our model to 45 markets across five states covering approximately 275,300 health plan members as of January 1, 2026 and approximately 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.

Proxy Statement Voting Roadmap

Proposal · Voting Matter · Board Vote Recommendation · See Page
Election of DirectorsFOR EACH NOMINEE•All Class II nominees are highly experienced and have the qualifications and skills necessary to oversee the Company and advance its vision to become the most trusted senior health care brand in the country.•All Class II nominees are independent.14
Ratification of Independent Registered Public Accounting FirmFOR•Deloitte continues to perform at a high level and remains independent and objective•Deloitte has deep institutional knowledge of our industry, operations, business, accounting policies and internal controls81
Non-Binding, Advisory Vote on Executive CompensationFOR•NEO target compensation is set using peer market data, with actual payouts determined solely by performance outcomes across key membership and financial metrics•A substantial majority of NEO pay is delivered through performance-based incentives•Long-term pay-for-performance alignment is reinforced by PSUs with a performance period in the third year, directly tying executive rewards to long-term financial results and stockholder value creation84

Our Director Nominees

You are being asked to vote on the election of the three Class II Directors listed below. For additional information about each nominee’s background and experience, please see “Proposal 1 – Election of Directors” beginning on page 14.

NameAgeDirector SinceIndependentSelected Skills & QualificationsCommittees
Jody Bilney642022Yes•Executive Leadership•Health Care Industry Experience•Audit Committee Experience•Direct Consumer Markets ExperienceAudit
David Hodgson692018Yes•Nominating / Governance Experience•Health Care Industry Experience•Capital MarketsNominating, Corporate Governance and Compliance ("NCGCC") (Chair)
Jacqueline Kosecoff762017Yes•Executive Leadership•Health Care Industry Experience•Compensation Committee Experience•Direct Consumer Markets ExperienceCompensation (Chair)NCGCC

Stockholder Engagement Highlights

In 2025-26, 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 34.

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 23.

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 96% of Board and Committee meetings combined in 2025
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-in” board sessions addressing key strategic areas

Executive Compensation Highlights

Our executive compensation philosophy is to directly align pay outcomes with Company performance, long-term stockholder value creation, and the attraction, retention and motivation of high-performing executives, while maintaining strong compensation governance and reinforcing our cultural values. The Compensation Committee reviews and approves the elements of our executive compensation program at least annually, with input from an independent compensation consultant and a focus on market competitiveness, pay-for-performance alignment and risk management. Our 2025 executive compensation program continued to reflect this philosophy by emphasizing at-risk, performance-based compensation tied to both annual and long-term financial and strategic objectives. A significant portion of total compensation is delivered through long-term equity incentives, aligning executives’ interests with those of our stockholders and promoting sustained value creation over time. Additional details regarding our executive compensation program are provided in the “Compensation Discussion and Analysis” section of this proxy statement beginning on page 41.

We believe the following practices and policies promote sound compensation governance and align the interests of our executives with those of our stockholders:

What We Do
Emphasize variable pay over fixed pay, with a significant portion tied to pre-established performance goals focused on long-term value creationEngage an independent compensation consultant to evaluate and advise the Compensation Committee on our executive compensation program design and pay decisions
Cap maximum vesting or payout levels under our incentive compensation awards, which are aligned with competitive market practicesAnnually review and approve peer group for comparative compensation analysis
Conduct an annual advisory vote on the compensation of our NEOsMaintain stock ownership guidelines for our executive officers and Board of Directors
Maintain anti-hedging and anti-pledging policiesConduct annual risk assessment of all compensation plans and programs
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
What We Don't Do
No guaranteed or uncapped incentive payouts in our annual bonus planNo option or stock appreciation rights granted below fair market value
No significant perquisitesNo repricing or exchange of underwater options without stockholder approval
No tax gross-ups, other than for certain relocation expensesNo 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:

ElementPrimary ObjectiveDetermination 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•For 2025, the award to our CEO was based 100% on the achievement against certain corporate metrics:•Health Plan Membership•Adjusted Gross Profit•Adjusted EBITDA minus Capital Expenditures•For our other NEOs, 75% of actual awards was based on these corporate metrics, with 25% of actual awards based on achievement of individual and/or departmental goals•Awards are subject to a 25% holdback and a modifier (-25% to +35%) to the subsequent payout, if any, 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 2025, awards were issued 50% in the form of RSUs that vest over three years and 50% in the form of PSUs that have a three-year time-vesting period and are earned, if at all, based on achievement of the following metrics for the third year (i.e., fiscal year 2027):oRevenueoAdjusted EBITDA

For more information regarding our executive compensation program, please see “Compensation Discussion and Analysis—2025 Executive Compensation Program in Detail” beginning on page 48. For information regarding the 2025 compensation paid to our Named Executive Officers, please see “Executive and Director Compensation” beginning on page 57.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.