Independent
Tenure on this board
4.4 yrs
Also a director at
Cracker Barrel Old Country Store Inc (CBRL)
3 nominees · 3 ballot items.
Election of three Class II directors; ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026; and a non-binding, advisory approval of the compensation of the company’s named executive officers (say-on-pay).
Elect three Class II director nominees (Jody Bilney, David Hodgson, Jacqueline Kosecoff) to hold office until the 2029 Annual Meeting.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as Alignment’s independent registered public accounting firm for the year ending December 31, 2026.
Advisory approval of the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement (a non-binding 'say-on-pay' vote).
This non-binding advisory proposal asks stockholders to approve the compensation paid to Alignment’s Named Executive Officers (NEOs) as disclosed in the proxy statement. Management frames the program as pay-for-performance with a significant portion of NEO pay delivered through performance-based incentives and long-term equity to align executives with stockholder value creation. The Compensation Committee uses market peer data and an independent consultant to set target pay, applies annual cash incentives tied to membership growth, adjusted gross profit and adjusted EBITDA less capex, and applies a CMS Stars modifier to emphasize quality of care. Long-term incentives are 50% RSUs (time-based retention) and 50% PSUs tied to multi-year revenue and adjusted EBITDA targets, with PSUs earned from 0% to 200% of target and multi-year vesting to promote sustained performance. The Board’s recommendation to vote FOR cites strong governance: independent committee oversight, a clawback policy, stock ownership guidelines, and an emphasis on variable, at-risk compensation rather than fixed pay. Because the vote is advisory, approval does not change compensation contracts but signals stockholder support; the Board and Compensation Committee commit to consider the vote outcome when setting future pay. Contextually, Alignment reported strong 2025 operational results (membership growth, revenue growth, improved adjusted EBITDA) that management says justify the compensation outcomes; however, investors will assess whether pay outcomes align with long-term value given prior large equity awards and realized pay volatility. The existence of CMS Star-related adjustments and multi-year PSU metrics ties near-term pay to member outcomes and longer-term financial targets, which management argues mitigates short-termism; opponents could still critique quantum or realized payouts. In sum, the proposal asks for an endorsement of a compensation framework designed to link pay to operational and financial performance, and the Board recommends approval based on governance practices and pay-for-performance design.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | WELLINGTON MANAGEMENT GROUP LLP | 7.0% | 14,521,298 | $256M |
| 2 | T. Rowe Price Investment Management, Inc. | 6.4% | 13,147,656 | $232M |
| 3 | FMR LLC | 6.0% | 12,439,241 | $219M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.7% | 9,710,071 | $171M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.9% | 7,973,663 | $140M |
| 6 | BlackRock, Inc. | 3.4% | 7,102,922 | $125M |
| 7 | Invesco Ltd. | 2.9% | 6,093,507 | $107M |
| 8 | Hood River Capital Management LLC | 2.9% | 6,054,477 | $107M |
| 9 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.7% | 5,527,603 | $97M |
| 10 | CITADEL ADVISORS LLC | 2.6% | 5,362,666 | $94M |
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