DEF 14A of agilon health, inc., Apr 17, 2025

DEF 14A of agilon health, inc.

Filed Apr 17, 2025 · FY20240001140361-25-014418

Open on EDGAR

  1. BOARD NOMINEES

    BOARD NOMINEES The following table sets forth the names and certain other information for each of the nominees for election as a Class I director as of March 31, 2025.

  2. BOARD NOMINEES

    | Nominees | Current Occupation | Age | Director Since | Independent | | Silvana Battaglia | Executive Vice President and Chief Human Resources Officer for Cencora | 57 | 2023 | | | Sharad Mansukani, M.D. | Chairman of Convey Health Solutions Senior, director of Monogram Health, Inc., trustee of the Children’s Hospital of Philadelphia, advisor to TPG, and member of The Wharton School Healthcare Policy Board | 55 | 2017 | |

  3. EXECUTIVE COMPENSATION PROGRAM DESIGN AND GOVERNANCE PRACTICES

    | WHAT WE DO | | Reward our executives commensurate with their performance, experience and capabilities | | | | Reward achievement of short-term business objectives and results | | | | Align executive and stockholder interests | | | | Create “ownership culture” with equity awards | | | | Provide employment retention incentives | | | | Provide competitive employee benefits | | | | Reward achievement of goals related to our team and culture engagement plan, leadership development and our inclusion and belonging priorities | | | | Emphasize long-term growth through maximizing focus on increasing stockholder value | | WHAT WE DON’T DO | | Do not hedge or monetize transactions with respect to the Company’s securities | | | | Do not pledge the Company’s securities as collateral for a loan | | | | Do not use compensation practices that encourage unnecessary and excessive risk taking | | | | Do not provide dividends or dividend equivalents on unearned PSUs unless and until the underlying PSU vests (and if such PSUs are forfeited, no dividend equivalents are paid out) | | | | Do not grant stock options or stock appreciation rights with an exercise price less than the fair market value on the grant date |

  4. Class I — NOMINEES Whose Term Expires in 2025

    Class I — NOMINEES Whose Term Expires in 2025

  5. Class I — NOMINEES Whose Term Expires in 2025

    | Silvana Battaglia Age: 57 Director since: 2023 | Silvana Battaglia has served as a director since 2023. Ms. Battaglia is Executive Vice President and Chief Human Resources Officer for Cencora, Inc. (formerly AmerisourceBergen), a leading global healthcare solutions company. Prior to being named to her current role, Ms. Battaglia served as Senior Vice President of Global Compensation, Benefits and Labor Relations and Senior Vice President of Global Human Resources at Aramark, Inc., a provider of managed services to business, educational, healthcare, governmental and other institutions, from 2011 to 2019. Ms. Battaglia served as the Chief Human Resources Officer of Day & Zimmermann, Inc., a global manufacturing company, from 2008 to 2011 and held increasingly responsible leadership positions with Merck & Co., Inc., a global biopharmaceutical company, from 1998 to 2008. Her early career included positions at Wyeth Pharmaceuticals, Inc., a pharmaceutical company, and Colorcon, a division of Berwind Pharmaceuticals. Ms. Battaglia, a National Association of Corporate Directors certified professional director, received her B.A. from Temple University and her M.S. from Widener University. She has also served as an adjunct faculty member at St. Joseph’s University in Philadelphia. We believe Ms. Battaglia is a valuable member of our board because of her extensive business leadership experience with global human resources organizations in the healthcare industry, including shaping high-performance cultures, talent and succession management and driving organization transformation within the pharmaceutical and business services sectors, and with global healthcare and pharmaceutical companies. |

  6. Class I — NOMINEES Whose Term Expires in 2025

    | Sharad Mansukani, M.D. Age: 55 Director since: 2017 | Sharad Mansukani, M.D. has served as a director since 2017. Dr. Mansukani has served as a Senior Advisor to TPG, a private equity firm, since 2005, a member of the board of directors of Monogram Health, Inc. since 2021, and Chairman of the board of directors of Convey Health Solutions since 2019. He also serves as a member of The Wharton School Healthcare Policy Board and as a trustee of the Children’s Hospital of Philadelphia. Dr. Mansukani served as Chairman of the board of directors of Envision Rx Options from 2013 to 2016; a strategic advisor to the board of directors at Cigna Corp. from 2012 to 2015; Vice Chairman, board of directors of Health Spring, Inc. from 2007 to 2012; a director of IMS Health Holdings, Inc. from 2009 to 2016; a director of Surgical Care Affiliates, Inc. from 2007 to 2017; lead director of IASIS Healthcare from 2005 to 2018; and a director of Kindred Healthcare, Inc. from 2015 to 2018. Dr. Mansukani also has served as a Senior Advisor on Medicare’s Program Advisory and Oversight Committee to the Secretary of the Department of Health and Human Services; Senior Advisor to the Administrator of the Centers for Medicare and Medicaid Services; and Senior Vice President and Chief Medical Officer at Health Partners. Dr. Mansukani completed a residency and fellowship in ophthalmology at the University of Pennsylvania School of Medicine and a fellowship in quality management and managed care at the Wharton School of the University of Pennsylvania. He is a graduate of the Managed Care Executive Program at the Kellogg School of Business. We believe Dr. Mansukani is a valuable member of our board because of his experience as a medical professional, including in his positions working for government agencies, and his experience as a member of, or as an advisor to, other healthcare companies’ boards. |

  7. Class I — NOMINEES Whose Term Expires in 2025

    | | agilon health 2025 Proxy Statement | | 12 |

  8. Class I — NOMINEES Whose Term Expires in 2025

    Continuing Members of the Board of Directors

  9. Class II — Directors Whose Term Expires in 2026

    Class II — Directors Whose Term Expires in 2026

  10. Class II — Directors Whose Term Expires in 2026

    | Diana L. McKenzie Age: 60 Director since: 2023 | Diana L. McKenzie has served as a director since 2023. Ms. McKenzie has been the owner of and a consultant with DLM Horizons, LLC, a consulting company, since 2020 and has served as an advisor to BrightInsight, Inc., a provider of digital health platforms for biopharma and medical device companies since 2020. Ms. McKenzie has also served as a senior advisor to Bright Park Capital, an investment firm specializing in software, information services, technology-enabled business services and healthcare since 2019. Ms. McKenzie previously served as Workday Inc.’s, a provider of enterprise cloud applications, first Chief Information Officer from 2016 to 2019. Before Workday, Inc, Ms. McKenzie served in multiple technology leadership roles at Amgen, Inc., a biopharmaceutical company, from 2004 to 2016, including the role of Chief Information Officer. Prior to joining Amgen, Inc., she served in various technology leadership roles from 1987 to 2004 at Eli Lilly and Company, a pharmaceutical company. Ms. McKenzie serves as a director and as a member of the audit, compensation, and finance and risk committees of MetLife, Inc., serves as a director of Vertex Pharmaceuticals Incorporated, and Paradox, and serves as a Special Advisor to Brighton Park Capital and Red Cell Partners. Ms. McKenzie previously served on the board of Change Healthcare Inc. from 2019 to 2022.She received her B.S. from Purdue University. We believe Ms. McKenzie is a valuable member of our board because of her leadership and technology experience and her experience on other healthcare companies’ boards. Additionally, Ms. McKenzie brings to the board over 30 years of leadership experience gained from growing, scaling, and transforming global businesses in the life sciences and software industries with revenues ranging from $3 billion to $20 billion. |

  11. Class II — Directors Whose Term Expires in 2026

    | Karen McLoughlin Age: 60 Director since: 2021 | Karen McLoughlin has served as a director since 2021. Ms. McLoughlin has served as a Senior Advisor to McKinsey & Co., a global management consultancy firm, since 2022. In addition, Ms. McLoughlin has served as a director and member of the audit committee for Nexthink since 2024. Previously, Ms. McLoughlin was the Chief Financial Officer of Cognizant Technology Solutions Corporation, a leading provider of information technology, business process and consulting services, from 2012 to 2020. Prior to joining Cognizant Technology Solutions in 2003, Ms. McLoughlin served in financial roles for Spherion Corp. (now SFN Group Inc.), a provider of temporary and permanent staffing solutions to businesses, from 1997 to 2003, Ryder Systems, Inc. from 1994 to 1997, and Price Waterhouse (now PricewaterhouseCoopers), an accounting firm, from 1988 to 1994. Ms. McLoughlin serves on the board of directors of Best Buy Co., Inc. as a member of the audit committee and chair of the finance and investment policy committee. Ms. McLoughlin received her B.A. from Wellesley College and her M.B.A. from Columbia University. We believe Ms. McLoughlin is a valuable member of our board because of her experience as an executive at a large public company and as a public company director, as well as her financial and accounting expertise. |

  12. Class II — Directors Whose Term Expires in 2026

    | | agilon health 2025 Proxy Statement | | 13 |

  13. Class II — Directors Whose Term Expires in 2026

    | Ronald A. Williams Age: 75 Director since: 2017 | Ron Williams is a co-founder of our Company and has served as a director and chairman of the board since 2017. Mr. Williams also is Chairman and Chief Executive Officer of RW2 Enterprises, through which he counsels C-Suite corporate executives, and serves as an operating advisor to Clayton Dubilier & Rice LLC, a private equity firm (“CD&R”) Mr. Williams served as the Chief Executive Officer and Chairman of Aetna Inc., a diversified healthcare benefits company, from 2006 to 2010 and 2011, respectively. Mr. Williams serves on the board of directors and on the audit committee of Warby Parker Inc. and served on the board of directors of The Boeing Company from 2010 to 2024, The American Express Company from January 2007 to April 2022, Johnson & Johnson from June 2011 to April 2022 and Envision Healthcare from 2011 to 2017. Mr. Williams also serves as Chairman of The Conference Board and the Peterson Institute for International Economics and served as a director of NAF and on the boards of private companies apree health (previously Castlight/Vera Whole Health Inc.) and Millennium Physician Group. Mr. Williams received his B.A. from Roosevelt University and his M.S. from MIT Sloan School of Management. We believe Mr. Williams is a valuable member of our board because of his experience as an executive at a large healthcare company and because of his experience serving as a member of other healthcare companies’ boards. |

  14. Class II — Directors Whose Term Expires in 2026

    | | agilon health 2025 Proxy Statement | | 14 |

  15. Class III — DIRECTORS Whose Term Expires in 2027

    Class III — DIRECTORS Whose Term Expires in 2027

  16. Class III — DIRECTORS Whose Term Expires in 2027

    | Ravi Sachdev Age: 48 Director since: 2017 | Ravi Sachdev has served as a director since 2017 and as Vice Chairman since 2021. Mr. Sachdev has served as a Partner of CD&R since 2015, focusing on the healthcare sector. Mr. Sachdev also serves as a director and member of the audit and nominating/corporate governance committee of Steve Madden, Inc., and as a director of Millennium Physician Group, apree health and Gentiva Health Services. From 2010 to 2015, Mr. Sachdev was a Managing Director and Co-Head of Healthcare Services at J.P. Morgan Chase & Co., a global financial services firm, from 2009 to 2010 he served as Managing Director at Deutsche Bank Securities, Inc., a subsidiary of global investment bank and financial services firm Deutsche Bank AG, and from 1998 to 2006 he served as Vice President at Peter J. Solomon Company, an investment banking boutique, specializing in mergers and acquisitions in the healthcare sector. Mr. Sachdev received his B.A. from the University of Michigan. We believe Mr. Sachdev is a valuable member of our board because of his extensive experience with our business, the healthcare industry generally and capital markets. |

  17. Class III — DIRECTORS Whose Term Expires in 2027

    | Steven J. Sell Age: 58 Director since: 2020 | Steven J. Sell has served as our Chief Executive Officer and President and director since 2020. Mr. Sell also serves as an advisor to several early-stage healthcare companies. Mr. Sell served as President, Chief Executive Officer and Chairman of Health Net, Inc., an insurance provider, from 2016 to 2019 and President, Western Region of Health Net, Inc. from 2008 to 2016. Mr. Sell received his B.A. from Swarthmore College and his M.B.A. from the Stanford Graduate School of Business. We believe Mr. Sell is a valuable member of our board because of his experience in the healthcare industry and as agilon health’s Chief Executive Officer and President. |

  18. Class III — DIRECTORS Whose Term Expires in 2027

    | William Wulf, M.D. Age: 65 Director since: 2017 | William Wulf, M.D. has served as a director since 2017. Dr. Wulf was formerly the Chief Executive Officer of Central Ohio Primary Care Physicians, Inc., a primary care provider, (“COPC”) from 2013 until 2022. Dr. Wulf was a founding partner of COPC in 1996 and assumed the role of Chief Executive Officer in 2013 after 25 years as a practicing Internist and COPC Corporate Medical Director. Dr. Wulf has also served as an advisor for multiple payors including Anthem Blue Cross and Blue Shield, Aetna Inc. and United Healthcare. Dr. Wulf has served as board chair of America’s Physician Groups and is a director for apree health. Dr. Wulf received his B.S. from The Ohio State University and his M.D. from the Medical College of Ohio. We believe Dr. Wulf is a valuable member of our board because of his experience as a medical professional, including as an executive at a medical group, and because of his experience as an advisor for multiple payors. |

  19. Class III — DIRECTORS Whose Term Expires in 2027

    | | agilon health 2025 Proxy Statement | | 15 |

  20. Class III — DIRECTORS Whose Term Expires in 2027

    Director Independence Our board of directors has determined, after considering all relevant facts and circumstances, that Ms. Battaglia, Dr. Mansukani, Ms. McKenzie, Ms. McLoughlin and Dr. Wulf are “independent” as defined under NYSE and the Exchange Act rules and regulations. This means that none of the independent directors has any direct or indirect material relationship with us, either directly or as a partner, stockholder or officer of an organization that has a relationship with us. Our board also previously determined that Mr. Schwaneke was independent during his term as a director. Board Leadership Structure Our board of directors is led by our non-executive chairman, Mr. Williams, a CD&R Designee. The CD&R Stockholders Agreement provides that a CD&R Designee will serve as our chairman of the board of directors as long as the CD&R Investor beneficially owns at least 25% of the outstanding shares of our common stock. In May 2023, the CD&R Investor disposed of certain shares of our common stock in an underwritten offering and its holdings are less than 25%. The board considered its current leadership structure and determined Mr. Williams should remain our board chairman. As stated in our Corporate Governance Guidelines, the board of directors has no policy with respect to the separation of the offices of chairman of the board and Chief Executive Officer. The board believes it is important to retain its flexibility to allocate the responsibilities of the offices of the chairman and Chief Executive Officer in any way that is in the best interests of the Company at a given point in time. The board believes this governance structure currently is appropriate for the Company because it promotes a balance between the board’s independent authority to oversee our business and the Chief Executive Officer and his management team who manage the business on a day-to-day basis. If the board chooses to combine the offices of chairman and Chief Executive Officer in the future, a lead director will be appointed annually by the independent directors. The board expects to periodically review its leadership structure to ensure that it continues to meet our needs. Meetings of the Board of Directors and Attendance at the Annual Meeting Our board of directors held eight meetings during the year ended December 31, 2024. Each of our directors attended at least 75% of the total number of meetings of the board and any committees of which he or she was a member. Eight directors who served at the time of our 2024 annual meeting of stockholders attended that meeting. Corporate Governance Guidelines Our board of directors has adopted Corporate Governance Guidelines to address significant corporate governance matters. A copy of these guidelines is available without charge at https://investors.agilonhealth.com/governance/governance-documents/default.aspx. These guidelines provide a framework for our corporate governance initiatives and cover topics including, but not limited to, director qualification and responsibilities, board composition, director compensation, and management and succession planning. The board and Nominating and Governance Committee are responsible for overseeing and reviewing the guidelines and reporting and recommending to our board of directors any changes to the guidelines. Code of Conduct and Code of Financial Ethics We have a Code of Conduct that applies to all of our officers, employees, and directors and a Code of Financial Ethics that applies to our Chief Executive Officer, Chief Financial Officer and corporate officers with financial and accounting responsibilities, including the Chief Accounting Officer and any other person performing similar tasks or functions. The Code of Conduct and the Code of Financial Ethics each address matters such as conflicts of interest, confidentiality, business practices, and compliance with laws and regulations. The Code of Conduct and the Code of Financial Ethics are available without charge at https://investors.agilonhealth.com/governance/governance-documents/default.aspx. Insider Trading Policy We have adopted an insider trading policy (our “Insider Trading Policy”) that governs, among other things, purchases, sales, and/or other dispositions involving our securities by our directors, officers and employees. We believe our insider trading policies and procedures are reasonably designed to promote compliance with insider trading laws, rules, regulations, and applicable NYSE listing standards. Our Insider

  21. Class III — DIRECTORS Whose Term Expires in 2027

    | | agilon health 2025 Proxy Statement | | 16 |

  22. Class III — DIRECTORS Whose Term Expires in 2027

    Trading Policy is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Annual Report”). Because our insider trading policies and procedures are designed to address transactions in agilon health securities by our directors, officers, and employees, we do not have formal insider trading policies or procedures that govern our purchase of our agilon health securities. Board Committees Our board of directors maintains an Audit Committee, a Compensation and Human Capital Committee, a Nominating and Governance Committee, and a Compliance and Quality Committee. Below is a brief description of our committees. The following table shows the current members of each committee and the number of meetings held during 2024.

  23. Class III — DIRECTORS Whose Term Expires in 2027

    | Director | Audit | Compensation and Human Capital | Nominating & Governance | Compliance and Quality | | Ron Williams* | | | | | | Silvana Battaglia | | M | | | | Diana McKenzie | M | C | | | | Sharad Mansukani, M.D. | | | C | M | | Karen McLoughlin | C | M | M | | | Ravi Sachdev | | | | M | | Steven J. Sell | | | | M | | William Wulf, M.D. | M | | M | C | | Number of Meetings | 10 | 6 | 4 | 4 |

  24. Class III — DIRECTORS Whose Term Expires in 2027

    * Board Chairman M = Committee Member C = Committee Chair Audit Committee Our Audit Committee is responsible, among its other duties and responsibilities, for overseeing our accounting and financial reporting processes, the audits of our financial statements, the qualifications and independence of our independent registered public accounting firm, the effectiveness of our internal control over financial reporting and the performance of our internal audit function and independent registered public accounting firm. Our Audit Committee is responsible for reviewing and assessing the qualitative aspects of our financial reporting, our processes to manage business and financial risks, and our compliance with significant applicable legal, ethical and regulatory requirements. Our Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. The charter of our Audit Committee is available without charge at https://investors.agilonhealth.com/governance/governance-documents/default.aspx. The members of our Audit Committee are: Karen McLoughlin (Chair) Diana McKenzie Our board of directors has designated Karen McLoughlin as “audit committee financial expert,” and each of the three members has been determined to be “financially literate” under the NYSE rules.

  25. Class III — DIRECTORS Whose Term Expires in 2027

    | | agilon health 2025 Proxy Statement | | 17 |

  26. Class III — DIRECTORS Whose Term Expires in 2027

    Report of the Audit Committee The principal purpose of the Audit Committee is to assist the board of directors in its oversight of our accounting practices, system of internal controls, audit processes and financial reporting processes. The Audit Committee is responsible for appointing and retaining our independent auditor and approving the audit and non-audit services to be provided by the independent auditor, as well as overseeing the performance of the Company’s internal audit function. The Audit Committee’s function is more fully described in its charter. Our management is responsible for preparing our financial statements and ensuring they are complete and accurate and prepared in accordance with generally accepted accounting principles. Ernst & Young LLP, our independent registered public accounting firm for the year ended December 31, 2024, was responsible for performing an independent audit of our consolidated financial statements and expressing an opinion on the conformity of those financial statements with generally accepted accounting principles. The Audit Committee has reviewed and discussed our audited financial statements for the year ended December 31, 2024 with management and with Ernst & Young LLP. These audited financial statements are included in our Annual Report on Form 10-K for the year ended December 31, 2024. The Audit Committee has also discussed with Ernst & Young LLP the matters required to be discussed by Auditing Standard No. 16 adopted by the Public Company Accounting Oversight Board (United States) (“PCAOB”) regarding “Communications with Audit Committees” and the applicable requirements of the SEC. The Audit Committee also has received and reviewed the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the PCAOB regarding Ernst & Young LLP’s communications with the Audit Committee concerning independence and has discussed with Ernst & Young LLP its independence from us. Based on the review and discussions described above, the Audit Committee recommended to the board of directors that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2024 for filing with the SEC. The Audit Committee Karen McLoughlin (Chair) Diana McKenzie William Wulf, M.D. This Report of the Audit Committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act, or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act. Compensation and Human Capital Committee Our Compensation and Human Capital Committee is responsible, among its other duties and responsibilities, for reviewing and approving all forms of compensation to be provided to, and employment agreements with, the executive officers of the Company including our Chief Executive Officer and to review and make recommendations to the full board with respect to non-executive director compensation. Our Compensation and Human Capital Committee also periodically reviews management development and succession plans oversees regulatory compliance with respect to compensation matters, reviews risks related to our compensation practices and policies, and reviews human capital topics, such as culture and employee engagement, inclusion and belonging, turn over and performance management. The charter of our Compensation and Human Capital Committee is available without charge at https://investors.agilonhealth.com/governance/governance-documents/default.aspx. The members of our Compensation and Human Capital Committee are: Diana McKenzie (Chair) Silvana Battaglia The Compensation and Human Capital Committee has the authority to retain compensation consultants, outside counsel and other advisers. During 2024, the committee engaged Semler Brossy Consulting Group (“Semler Brossy”) to advise it on executive compensation program-design matters and to prepare market studies of the competitiveness of components of the Company’s compensation program for its senior executive officers, including the named executive officers and non-employee directors. Semler Brossy does not provide any services to agilon

  27. Class III — DIRECTORS Whose Term Expires in 2027

    | | agilon health 2025 Proxy Statement | | 18 |

  28. Class III — DIRECTORS Whose Term Expires in 2027

    health other than as directed by the Compensation and Human Capital Committee. The Compensation and Human Capital Committee performed an assessment of Semler Brossy’s independence to determine whether the consultant is independent, taking into account Semler Brossy’s executive compensation consulting protocols to ensure consultant independence and other factors that the Compensation and Human Capital Committee determined to be relevant, including the independence factors set forth in Exchange Act Rule 10C-1. Based on that assessment, the Compensation and Human Capital Committee determined that the firm’s work has not raised any conflict of interest and the firm is independent. Nominating and Governance Committee Our Nominating and Governance Committee is responsible, among its other duties and responsibilities, for identifying and recommending to the board of directors candidates for election to our board of directors, reviewing the composition of the board of directors and its committees, developing and recommending to the board of directors corporate governance guidelines that are applicable to us, and overseeing board of directors’ evaluations and the Company’s policies and practices related to Sustainability concerns. The charter of our Nominating and Governance Committee is available without charge at https://investors.agilonhealth.com/governance/governance-documents/default.aspx. The members of our Nominating and Governance Committee are: Sharad Mansukani, M.D. (Chair) Karen McLoughlin William Wulf, M.D. Compliance and Quality Committee The Compliance and Quality Committee is responsible, among its other duties and responsibilities, for assisting the board of directors in fulfilling its fiduciary responsibilities relating to compliance with the laws, rules and regulations applicable to our business, including cybersecurity risks, and recommending adoption and implementation of, and changes to, our compliance programs, subject in all cases to the oversight and approval authority of the board of directors. The Compliance and Quality Committee also oversees the information, procedures and reporting systems the Company has in place, including pursuant to the Company’s Code of Conduct. The charter of our Compliance and Quality Committee is available without charge at https://investors.agilonhealth.com/governance/governance-documents/default.aspx. The members of our Compliance and Quality Committee are: William Wulf, M.D. (Chair) Sharad Mansukani, M.D. Ravi Sachdev Steven J. Sell Compensation Committee Interlocks and Insider Participation No member of our Compensation and Human Capital Committee was a former or current officer or employee of the Company or any of its subsidiaries in 2024. In addition, during 2024 none of our executive officers served as a director or as a member of the compensation committee of a company that had an executive officer serve as a director or as a member of our Compensation and Human Capital Committee. Selection of Nominees for Election to the Board Our Corporate Governance Guidelines provide that, subject to the requirements of the CD&R Stockholder Agreement, which provides the CD&R Investor the right to designate CD&R Designees subject to the maintenance of specified ownership requirements, the Nominating and Governance Committee will identify and recommend that the board select board candidates who the Nominating and Governance Committee believes are qualified and suitable to become members of the board consistent with the criteria for selection of new directors adopted from time to time by the board. The Nominating and Governance Committee will consider the following criteria for director qualification: the nominee’s independence, judgment, strength of character, ethics and integrity; the nominee’s business or other relevant experience and skills and knowledge useful to the oversight of the Company’s business; the nominee’s commitment to diversity in the broadest sense, including gender, race, ethnic, geographic origin, age and viewpoint; and whether a nominee has sufficient time to carry out the responsibilities of a director. The Nominating and Governance Committee will consider all additional criteria for independence established by the NYSE or other governing laws and regulations. As a part of the board evaluation and director selection processes, the Nominating and Governance Committee maintains a Director Skills Matrix (the “Skills Matrix”). The Nominating and Governance Committee reviews the overall skills and experience of our directors when making their nomination and renomination recommendations. The Nominating and Governance Committee and the board believe that the director nominees for 2025 provide the Company with the right mix of skills and experience necessary for an optimally functioning board.

  29. Class III — DIRECTORS Whose Term Expires in 2027

    | | agilon health 2025 Proxy Statement | | 19 |

  30. Class III — DIRECTORS Whose Term Expires in 2027

    The following matrix highlights the specific skills and qualifications the Nominating and Governance Committee currently believes are most important to the board’s effective fulfillment of its roles. The absence of a designation does not mean a director does not possess that skill or qualification. Each director nominee offers unique viewpoints and experiences to meet the evolving needs of the Company which are not all reflected in the following matrix.

  31. Class III — DIRECTORS Whose Term Expires in 2027

    | Summary of Director Qualifications and Experience | Silvana Battaglia | Sharad Mansukani | Diana McKenzie | Karen McLoughlin | Ravi Sachdev | Steven Sell | Ronald Williams | William Wulf | | Technology/Business Processes | | • | • | | | | • | | | M&A/Corporate Finance/Capital Markets | | • | | | • | | • | | | Accounting/Finance Expertise/P&L Leadership | | • | | • | • | • | • | | | Risk Management/Compliance | | • | • | • | | | • | • | | Environmental/Social | | | | | | • | • | | | Healthcare Industry Experience | • | • | • | | • | • | • | • | | Marketing/Sales/Social Media | | • | | | | | | • | | Cybersecurity/Information Technology | | • | • | | | | | | | Corporate Governance | • | • | • | • | • | • | • | | | Regulatory/Government Relations | • | • | • | | • | | • | | | Compensation/Human Resources | • | • | • | | • | | • | |

  32. Class III — DIRECTORS Whose Term Expires in 2027

    In identifying candidates for election to the board of directors, the Nominating and Governance Committee may consider nominees recommended by directors, stockholders, and other sources. The Nominating and Governance Committee reviews each candidate’s qualifications, including whether a candidate possesses any of the specific qualities and skills desirable in certain members of the board of directors. Evaluations of candidates generally involve a review of background materials, internal discussions, and interviews with selected candidates as appropriate. The Nominating and Governance Committee does not have a formal policy with respect to diversity; however, the board and the Nominating and Governance Committee believe that it is essential that board members represent diverse viewpoints and the value of diversity on the board will be considered when evaluating nominees. Diversity of background, including diversity of gender, race, ethnic or geographic origin and age are factors that will be considered. Upon selection of a qualified candidate, the Nominating and Governance Committee would recommend the candidate for consideration by the full board of directors. The Nominating and Governance Committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees. The Nominating and Governance Committee will consider director candidates proposed by stockholders on the same basis as recommendations from other sources. Any stockholder who wishes to recommend a prospective candidate for the board of directors for consideration by the Nominating and Governance Committee may do so by submitting the name and qualifications of the prospective candidate in writing to the following address: agilon health, inc. c/o Corporate Secretary 440 Polaris Parkway, Suite 550 Westerville, OH 43082 Any such submission should also describe the experience, qualifications, attributes and skills that make the prospective candidate a suitable nominee for the board of directors. Our amended and restated by-laws set forth the requirements for direct nomination by a stockholder of persons for election to the board of directors.

  33. Class III — DIRECTORS Whose Term Expires in 2027

    | | agilon health 2025 Proxy Statement | | 20 |

  34. Class III — DIRECTORS Whose Term Expires in 2027

    In connection with our initial public offering (“IPO”), we and the CD&R Investor entered into the CD&R Stockholder Agreement pursuant to which, among other matters, the CD&R Investor has the right to designate the CD&R Designees, subject to the maintenance of specified ownership requirements. See “Certain Relationships and Related Party Transactions—CD&R Stockholder Agreement.” Communications with the Board Any stockholder or interested party who wishes to communicate with our board of directors as a whole, the independent directors, any individual member of the board or any committee of the board, may write to or email the Company at: agilon health, inc., c/o Corporate Secretary, 440 Polaris Parkway, Suite 550, Westerville, Ohio 43082 and communications@agilonhealth.com. The board of directors has designated the Company’s Corporate Secretary as its agent to receive and review written communications addressed to the board of directors, any of its committees, or any board member or group of members. The Corporate Secretary may communicate with the sender for any clarification. In addition, the Corporate Secretary will promptly forward to the Chair of the Audit Committee any communication alleging legal, ethical or compliance issues by management or any other matter deemed by the Corporate Secretary to be potentially material to the Company. As an initial matter, the Corporate Secretary will determine whether the communication is a proper communication for the board of directors. The Corporate Secretary will not forward to the board of directors, any committee or any director, communications of a personal nature or not related to the duties and responsibilities of the board, including, without limitation, junk mail and mass mailings, business solicitations, routine customer service complaints, new product or service suggestions, opinion survey polls, or any other communications deemed by the Corporate Secretary to be immaterial to the Company. Risk Oversight Our board of directors as a whole has responsibility for overseeing our risk management. The board of directors exercises this oversight responsibility directly and through its committees. The oversight responsibility of the board of directors and its committees is informed by reports from our management team and from our internal audit department that are designed to provide visibility to the board of directors about the identification and assessment of key short-, intermediate-, and long-term risks and our risk mitigation strategies. The full board of directors has primary responsibility for evaluating strategic and operational risk management, and succession planning. Our Audit Committee has the responsibility for overseeing our major financial and accounting risk exposures and the steps our management has taken to monitor and control these exposures, including policies and procedures for assessing and managing risk. Our Compensation and Human Capital Committee evaluates risks arising from our compensation policies and practices, as more fully described below. Our Compliance and Quality Committee oversees risks arising from our compliance with regulatory and legal requirements including those relating to Medicare, patient confidentiality and privacy, and other healthcare regulatory matters, and it also oversees various enterprise risks. Our Chief Compliance Officer, who reports to our Chief Legal Officer, evaluates and reports findings to the committees and the full board of directors regularly, and no less than quarterly, Our Nominating and Governance Committee reviews risks relating to sustainability and governance issues. The Audit Committee, Compensation and Human Capital Committee, Compliance and Quality Committee and Nominating and Governance Committee provide reports to the full board of directors regarding these matters. Compensation Risk Assessment The Compensation and Human Capital Committee assessed our compensation policies and practices to evaluate whether they create risks that are reasonably likely to have a material adverse effect on the Company. Based on its assessment, the Compensation and Human Capital Committee concluded that the Company’s compensation policies and practices do not create incentives to take risks that are reasonably likely to have a material adverse effect on the Company. We believe we have allocated our compensation among base salary, short-term incentives and long-term equity in such a way as to not encourage excessive risk taking.

  35. Class III — DIRECTORS Whose Term Expires in 2027

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  36. Class III — DIRECTORS Whose Term Expires in 2027

    Commitment to Sustainability.

  37. Compensation Philosophy and Objectives

    | • | Advised on the design of the Company’s annual and long-term incentive plans, including the selection of the performance metrics; |

  38. Compensation Philosophy and Objectives

    | • | Reviewed the selection of the peer group of companies used for assessing market compensation levels and practices; |

  39. Compensation Philosophy and Objectives

    | • | Reviewed and assessed independent director pay; |

  40. Compensation Philosophy and Objectives

    Executive Management When making decisions on executive compensation, the Compensation and Human Capital Committee considers input from our Chief Executive Officer and Chief People Officer. Our Chief People Officer provides information and analysis for review in advising the Compensation and Human Capital Committee regarding decisions on compensation levels and incentive design. Our Chief Executive Officer reviews the performance of the NEOs (other than himself) and other executive officers. Our Chief Executive Officer and Chief People Officer provide specific recommendations for compensation levels (other than for themselves) for the Compensation and Human Capital Committee’s consideration. The Compensation and Human Capital Committee reviews and discusses pay decisions related to the Chief Executive Officer in executive session without the Chief Executive Officer or any other members of management present. Role of Compensation Peer Group In August 2023, the Compensation and Human Capital Committee reviewed our public company peer group for the 2024 fiscal year, taking into account input from Semler Brossy. The peer group includes other U.S.-based companies that trade on the major U.S. exchanges in related industries. In reviewing our peer group, the Compensation and Human Capital Committee considered a number of factors, including:

  41. Compensation Philosophy and Objectives

    Based on this review, for 2024 the Committee determined it appropriate to remove Signify Health, Change Healthcare and Cano Health from the group. The companies comprising our peer group for our 2024 compensation review were as follows: 2024 Public Company Peer Group

  42. Compensation Philosophy and Objectives

    This peer group generally represents companies with similar business dynamics, and those with which we compete for talent. We use this group as a reference for understanding market data relative to our executive pay levels and staying updated on pay practices in our sector, including incentive design, equity vehicles and vesting schedules, governance provisions, and equity usage. In addition to the peer group proxy data, we consider pay level market data from a custom cut of Radford’s compensation survey that includes companies of similar size in relevant industries to agilon. The Compensation and Human Capital Committee refers to the survey data generally and does not focus on any particular company within the survey (other than the peer companies noted above). While the Compensation and Human Capital Committee considers peer data to be a helpful reference to assess the competitiveness and elements of our executive compensation programs, the Committee applies its own business judgment and experience to determine individual executive compensation and does not set or target the compensation of our executives at specific levels or within specified percentile ranges relative to peer company pay levels. Our Compensation and Human Capital Committee will continue to work with our Chief Executive Officer, Chief People Officer and our compensation consultant to position pay based on a variety of factors, including market data for executive compensation drawn from our peer group. 2024 Advisory Vote Results The Company’s stockholders are provided with an opportunity to cast an annual non-binding advisory vote on the Company’s executive compensation program through a say-on-pay proposal. At the Company’s 2024 Annual Meeting of Stockholders held in May 2024, approximately 93.4% of the votes cast approved the executive compensation for our NEOs as described in our proxy statement for that annual meeting. After consideration of the positive result of the say-on-pay vote at the Company’s Annual Meeting of Stockholders held in May 2023 (the most recent voting results available when the executive compensation program was designed for Fiscal Year 2024), the Compensation and Human Capital Committee determined that the Company’s executive compensation policies would be similar for 2024 to those in effect for 2023, with certain modifications (discussed below) to our annual incentive compensation program to further emphasize Company performance and profitability.

  43. Compensation Philosophy and Objectives

    | Pay Component | Objective of Pay Component | Key Measure | | Base Salary | • Provide competitive pay and reflect individual contributions | • Current compensation relative to competitive rates for similar roles | | Annual Cash Incentives | • Reward achievement of short-term business objectives and results | • Adjusted EBITDA goal • Operational goals • Individual performance | | Equity Awards | • Align executive and stockholder interests • Create “ownership culture” • Provide retention incentives | • Stock price appreciation • Adjusted EBITDA and revenue achievement • Continuation of employment |

  44. Compensation Philosophy and Objectives

    Annual Incentive Compensation Our annual cash incentive program is designed to focus our NEOs on delivering against key financial and operational metrics for the Company. Each NEOs’ annual cash incentive opportunity is at-risk and earned taking into account the extent we achieve pre-established financial and operational metric targets that were approved by the Compensation and Human Capital Committee and the NEO meets specific individual performance criteria as evaluated and determined subjectively by the Compensation and Human Capital Committee based on its assessment of the NEO’s performance during the year. By conditioning a significant portion of our NEOs’ potential total cash compensation on the Company’s achievement of annual financial performance goals, we reinforce our focus on achieving profitable growth. We also balance the profitability metric with key operational metrics related to membership, experience, quality, and human capital. For the 2024 Fiscal Year, each NEO had a target incentive opportunity equal to 75% of his base salary for the year. The maximum annual incentive payout for each NEO is 150% of the NEO’s target opportunity. For the 2024 Fiscal Year, our performance metrics included Adjusted EBITDA (weighted at 55%), year-end membership on the agilon platform in existing markets (weighted at 5%), new market membership growth (weighted at 10%), experience by measure of percent of Gaps Closed* and primary care physician (“PCP”) touchpoints (weighted at 10% in the aggregate), quality by measure of chronic condition reassessment rates which represents care reassessments and acknowledgement rates that are blended across markets (weighted at 10%), and team & culture (weighted at 10%). Threshold, target and stretch (i.e., maximum) goals were set for each metric, and the payout percentage for each metric was determined by interpolation for performance results between such levels. In addition, a modifier of +/- 15% (which would adjust, up or down, the incentive otherwise payable) based on our medical margins was added. In addition, final payouts for each NEO considered individual performance during the year. The Compensation and Human Capital Committee selected these metrics for our annual incentive compensation program as it believes they are key drivers of our short-term financial and operational success that will benefit shareholders if achieved at or above target. The increased weighting on Adjusted EBITDA and the addition of the medical margin modifier were to emphasize delivering profitable results. * “Gaps Closed” is a response to a ‘gap in care’ created when the care provided to a patient is inconsistent with the recommended best practices in healthcare.

  45. Compensation Philosophy and Objectives

    We initially approved the following goals for the 2024 annual incentive plan in February 2024. Pre-Adjustment Annual Incentive Goals

  46. Compensation Philosophy and Objectives

    | | Measure | Detail | Weighting | Threshold (50% Payout) | Target (100% Payout) | Maximum (150% Payout) | | Financial Goal | | | | | | | | | Adjusted EBITDA* | Target represents externally reported number | 55% | $(15M) | $15M | $35M | | Non-Financial Goals | Growth** | Year-end existing market membership | 5% | 540,000 Individuals Enrolled | 548,000 Individuals Enrolled | 555,000 Individuals Enrolled | | | Growth** | New market membership | 10% | 65,000 Individuals | 80,000 Individuals | 100,000 Individuals | | | Experience*** | % Gaps Closed and PCP Touchpoints | 10% | 30/50 Targets Passing | 35/50 Targets Passing | 43/50 Targets Passing | | | Quality**** | Chronic condition reassessment & acknowledgement rates | 10% | 90% CCR/AR Blended Rate | 93% CCR/AR Blended Rate | 95% CCR/AR Blended Rate | | | Culture***** | Team and Culture metrics | 10% | Discretionary | Discretionary | Discretionary | | Modifier | | | | Threshold (-15% Payout) | Target (0% Payout) | Maximum (+15% Payout) | | | Medical Margin | Difference between the revenue received and the cost of services | +/- 15% | $435MM | $500MM | $575MM |

  47. Compensation Philosophy and Objectives

    We amended the 2024 annual incentive plan goals in January 2025 to account for fundamental changes in our business after the goals were set in February 2024. Specifically, the goals were adjusted to take into account our exit from the South Carolina, Austin UHC and Austin CMC markets, and we further adjusted our growth goals after increased scrutiny on new partners to balance growth and profitability led us to decline certain new business opportunities. The approved amended and restated goals are provided below: Amended Annual Incentive Goals

  48. Compensation Philosophy and Objectives

    | | Measure | Detail | Weighting | Threshold (50% Payout) | Target (100% Payout) | Maximum (150% Payout) | Actual Achievement | | Financial Goal | | | | | | | | | | Adjusted EBITDA* | Target represents externally reported number | 55% | $(15M) | $15M | $35M | $(154M) | | Non-Financial Goals | Growth** | Year-end existing market membership | 5% | 510,000 Individuals Enrolled | 518,000 Individuals Enrolled | 525,000 Individuals Enrolled | 527,000 Individuals Enrolled | | | Growth** | New market membership | 10% | 22,000 Individuals | 37,000 Individuals | 57,000 Individuals | 35,000 Individuals | | | Experience*** | % Gaps Closed and PCP Touchpoints | 10% | 27/46 Targets Passing | 32/46 Targets Passing | 40/46 Targets Passing | 29/46 Targets Passing | | | Quality**** | Chronic condition reassessment (“CCR”) & acknowledgement rates (“AR”) | 10% | 90% CCR/AR Blended rate | 93% CCR/AR Blended Rate | 95% CCR/AR Blended Rate | 93% CCR/AR Blended Rate | | | Culture***** | Team and Culture metrics | 10% | Discretionary | Discretionary | Discretionary | N/A | | Modifier | | | | Threshold (-15% Payout) | Target (0% Payout) | Maximum (+15% Payout) | | | | Medical Margin | Medical services revenue after medical services expenses are deducted | +/- 15% | $435MM | $500MM | $575MM | $205M (-15%) |

  49. Compensation Philosophy and Objectives

    | ***** For 2024, the team and culture goal was comprised of a discretionary bonus component across three categories. The three categories are total company engagement score, inclusion, and voluntary attrition/retention. Because this was a discretionary category, the Chief Executive Officer and the Chief People Office, made a recommendation to the Compensation and Human Capital committee for approval relative to this category. The Compensation and Human Capital Committee did not assign a score to this category in light of its decision as noted below to reduce the annual incentive compensation pool payout funding to 50%. |

  50. Compensation Philosophy and Objectives

    Improving clinical outcomes for senior patients in a total care model requires comprehensive assessment of chronic medical conditions. Given the impact that chronic conditions have on the quality of care members on our platform receive and our ability to best optimize care for specific clinical conditions through evidence-based clinical programs, it is imperative that care teams assess the status of each patient’s full medical history to identify active conditions that would benefit from improved clinical management. Value-based care and improved clinical outcomes for our members depend on physician engagement and team-based care. One critical measure of physician engagement and team-based effectiveness is how frequently a physician acknowledges peer-to-peer clinical information that is designed to improve care quality including diagnostic accuracy, comprehensiveness, optimization of medical management, and targeted high value clinical programs. Although the Company performed between threshold and target on the non-financial metrics of Growth, Experience, Quality and Team & Culture, the Company missed the 2024 Adjusted EBITDA threshold and overall Company performance fell short of expectations. The added medical margin modifier further reduced the overall annual cash incentive program funding to 28.7% of target. During fiscal year 2024, the Compensation and Human Capital Committee exercised negative discretion with respect to the 2023 bonus pool for NEOs, such that NEOs received zero bonus for 2023 performance. In accordance with the amended incentive goals, the 2024 annual incentive plan would have funded at 28.7%. In light of the need to retain talent, and the retention risks presented should a 2024 low payout follow a challenging 2023, the Compensation and Human Capital Committee exercised its informed judgment to award cash incentives for 2024, after giving consideration to individual contributions and performance, at 50% of the targeted levels. However, the committee also determined that our Chief Executive Officer would receive a 28.7% payout for the 2024 annual incentive program, reflecting no adjustment and aligning his 2024 annual incentive plan payment with the overall Company performance as measured against the annual incentive goals. The Compensation and Human Capital Committee did not exercise any discretion with respect to Mr. Desai’s 2024 annual incentive plan payment. Mr. Bensley was not eligible for the program and received no payment. (These amounts are included in the “Summary Compensation Table” following this Compensation Discussion and Analysis in the “Non-Equity Incentive Plan Compensation” column).

  51. Compensation Philosophy and Objectives

    | Name | Title | Target Bonus | Overall Funding | Individual Factor | Final Payout | | Steven Sell | Chief Executive Officer and President | $562,500 | 28.7% | 100% | $161,438 | | Jeffrey Schwaneke | Chief Financial Officer | $468,750 | 50% | 100% | $117,828 | | Benjamin Shaker | Chief Markets Officer | $318,750 | 50% | 100% | $159,375 | | Girish Venkatachaliah | Chief Technology Officer | $318,750 | 50% | 75% | $119,531 | | Tim Bensley | Former Chief Financial Officer | — | — | — | — | | Veeral Desai | Former Chief Strategy & Development Officer | $318,750 | 28.7% | NA | $91,481 |

  52. EQUITY GRANT POLICY

    EQUITY GRANT POLICY The Compensation and Human Capital Committee has adopted an equity grant policy pursuant to which the Committee reviews and approves individual grants for the NEOs, as well as the total number of shares covered by, and the vesting and other terms of, each grant. The annual equity grants typically are reviewed and approved at the Committee’s regular meeting date in March and effective in April. The grant date for the annual equity grants is the date of the Committee meeting at which they are approved. Administration of the equity awards is managed by the Committee’s human resources group with specific instructions related to the timing of grants given by the Committee.

  53. 2024 FISCAL YEAR AWARDS

    2024 FISCAL YEAR AWARDS During the 2024 Fiscal Year, we granted stock options, time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) under our 2021 Omnibus Equity Incentive Plan (the “Equity Incentive Plan”) to each of our NEOs. These awards are described in further detail below and in the “Grants of Plan-Based Awards at Fiscal Year 2024” table. Our annual equity grants for the 2024 Fiscal Year were awarded in April 2024 and consisted of apportioning total targeted value (as measured against our peer groups) as: 25% stock options, 25% RSUs, and 50% PSUs (as each award is valued based the fair value of the award on the date of grant as determined for purposes of our financial reporting). We believe that these equity awards are a critical and appropriate element of the total compensation package for our NEOs and align the interests of our NEOs with those of our stockholders and create strong retention incentives for our valued executives. The size of each NEO’s award is determined by the Compensation and Human Capital Committee in its informed judgment, taking into account the executive’s position, tenure, experience, and peer group data for the executive’s position.

  54. 2024 FISCAL YEAR AWARDS

    | Vehicle | Purpose | Weighting | Vesting | | RSU | Provides NEO retention and value is aligned with our stock price | 25% | Ratably over four years | | PSU | Aligns compensation with company goals to incentivize performance and value is aligned with our stock price | 50% | Cliff vest after a three- year performance period | | Stock Options | Aligns compensation with shareholder value growth | 25% | Ratably over four years |

  55. Stock Options

    Stock Options Since our NEOs receive value from stock options only if our stock price appreciates relative to our stock price at the time of grant, stock options create incentives for our executives to achieve share price appreciation that will benefit shareholders. These stock options vest in four equal annual installments, subject to the NEO’s continuous employment through the applicable vesting date. The exercise price of each outstanding stock option is set at the closing trading price of our common stock on the grant date and is forth in the “Exercise Price of Option Awards” column of the “Grants of Plan-Based Awards for Fiscal Year 2024 ” table. All stock options expire no later than ten years after the date of grant.

  56. RSUs

    RSUs RSU awards create incentives for our NEOs to achieve long-term share price appreciation that will benefit shareholders as well as serve to retain our executives over the vesting period. These awards vest in four equal annual installments (other than the new-hire award for Mr. Schwaneke, discussed below), subject to the NEO’s continuous employment through the applicable vesting date.

  57. PSUs

    PSUs Our PSUs awarded in 2024 (other than the new-hire award for Mr. Schwaneke, discussed below) vest based on performance against predetermined revenue and Adjusted EBITDA goals through the end of the three-year performance period commencing January 1, 2024, subject to the NEO’s continued employment through the end of that period and accordingly create incentives for our NEOs to achieve medium term growth and profitability as well as providing an additional retention incentive. The revenue and Adjusted EBITDA goals are each weighted 50%. For the revenue metric, the PSU payout may range from 50% at threshold performance level to 200% for maximum performance level. For the Adjusted EBITDA metric, the PSU payout may range from 50% at threshold performance level and 200% for maximum performance level.

  58. PSUs

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  59. NEW-HIRE AWARDS FOR JEFF SCHWANEKE

    NEW-HIRE AWARDS FOR JEFF SCHWANEKE In accordance with the terms of his employment agreement, subject to his continued employment for 18 months, and in connection with joining agilon as an executive officer in July 2024, Mr. Schwaneke was awarded an annual grant of stock options, RSUs and PSUs as described above, a sign-on grant of RSUs with a grant date value of approximately $2.5 million that are scheduled to vest ratably over three years, and a grant of PSUs with a grant date value of approximately $1 million that vest, should agilon’s stock price increase by 100% in the three-year period following the grant date.

  60. PSUs Granted in 2022

    PSUs Granted in 2022 In April 2022, the Compensation and Human Capital Committee approved a three-year PSU grant that would vest based on revenue and 2022 Adjusted EBITDA performance for the 2022-2024 performance period. The threshold, target, and maximum performance goals for each metric are set forth in the “2022 Plan Design” table below. The Compensation and Human Capital Committee determined that the Company ended the three-year performance period with revenue of $13,072 million and 2022 Adjusted EBITDA loss of $136 million, thus resulting in achievement of 122% of target performance and 0% of target performance, respectively (or a vesting percentage of 174% for revenue and 0% for 2022 Adjusted EBITDA, with each weighted equally under the award). This takes into account restated targets which exclude Hawaii, S. Carolina, Austin UHC exits. As a result, the 2022 PSU grant paid out at 87% of the target number of PSUs subject to the award. 2022 Plan Design

  61. PSUs Granted in 2022

    | Performance Metric | Weighting | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | | Revenue ($M) | 50% | 10,502 | 11,669 | 15,169 | | Adjusted EBITDA ($M) | 50% | 256 | 320 | 384 | | Overall | 100% | | | |

  62. PSUs Granted in 2022

    | * 2022 Adjusted EBITDA is a management performance measure that is not a financial measure prepared in accordance with generally accepted accounting principles (“GAAP”) and may not be comparable to Adjusted EBITDA as reported in our Annual Reports on Form 10-K. The 2022 Adjusted EBITDA utilized in determining management compensation is calculated as net income (loss) adjusted to exclude: (i) income (loss) from discontinued operations, net of income taxes from our California dispositions (which was completed during 2021), (ii) interest expense, (iii) income tax expense (benefit), (iv) depreciation and amortization, (v) geography entry costs, (vi) stock-based compensation expense, (vii) severance and related costs, and (viii) certain other items that are not considered by us in the evaluation of ongoing operating performance. We reflect our share of Adjusted EBITDA for equity method investments by applying our actual ownership percentage for the period to the applicable reconciling items on an entity-by-entity basis. The results of operations from the February 28, 2023, acquisition of My Personal Health Record Express, Inc. (“mphrX”) have been excluded from the 2022 Adjusted EBITDA three-year performance period calculation. |

  63. PSUs Granted in 2022

    2023 Adjusted EBITDA is a management performance measure that is not a financial measure prepared in accordance with GAAP and may not be comparable to Adjusted EBITDA as reported in our Annual Reports on Form 10-K. The 2023 Adjusted EBITDA utilized in determining management compensation is calculated as net income (loss) adjusted to exclude: (i) income (loss) from discontinued operations, net of income taxes, (ii) interest expense, (iii) income tax expense (benefit), (iv) depreciation and amortization, (v) stock-based compensation expense, (vi) severance and related costs, and (vii) certain other items that are not considered by us in the evaluation of ongoing operating performance. We reflect our share of Adjusted EBITDA for equity method investments by applying our actual ownership percentage for the period to the applicable reconciling items on an entity-by-entity basis. The results of operations from the acquisition of mphrX have been excluded from the 2023 Adjusted EBITDA three-year performance period calculation in determining the achievement target for PSUs granted in 2022. 2024 Adjusted EBITDA is a management performance measure that is not a financial measure prepared in accordance with GAAP and may not be comparable to Adjusted EBITDA as reported in our Annual Reports on Form 10-K. The 2024 Adjusted EBITDA utilized in determining management compensation is calculated as net income (loss) adjusted to exclude: (i) income (loss) from discontinued operations, net of income taxes, (ii) interest expense, (iii) income tax expense (benefit), (iv) depreciation and amortization, (v) stock-based compensation expense, (vi) severance and related costs, and (vii) certain other items that are not considered by us in the evaluation of ongoing operating performance. We reflect our share of Adjusted EBITDA for equity method investments by applying our actual ownership percentage for the period to the applicable reconciling items on an entity-by-entity basis. The results of operations from the acquisition of mphrX have been excluded from the 2024 Adjusted EBITDA calculation in determining the achievement target for PSUs granted in 2022 and 2023. The results of operations from our exits in the South Carolina, Austin UHC and Austin CMC markets have been excluded from the 2024 Adjusted EBITDA three-year performance period calculation in determining the achievement target for PSUs granted in 2022.

  64. PSUs Granted in 2022

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  65. PSUs Granted in 2022

    2022 Plan Design – Actuals

  66. PSUs Granted in 2022

    | Performance Metric | Weighting | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Actual Achievement | Payout (% of target) | | Revenue ($M) | 50% | 9,637 | 10,708 | 13,920 | 13,072 | 174% | | Adjusted EBITDA ($M) | 50% | 245 | 306 | 367 | (136) | — | | Overall | | | | | | 87% |

  67. PSUs Granted in 2022

    Equity Award Grant Practices The Compensation and Human Capital Committee’s practice is to grant annual equity awards to executive officers at its meeting in March each year, which is generally scheduled well in advance. Additionally, the committee retains discretion to grant other equity awards from time to time when and as the committee may determine to be appropriate, such as in connection with a new hire or promotion. The release of material nonpublic information is not taken into account by agilon in determining the timing and terms of equity award grants, and agilon does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Severance Benefits We have entered into an employment agreement with each of our NEOs that provide severance benefits if their employment is terminated under certain circumstances. We believe these arrangements are appropriate to help provide stability for our management team and are consistent with market practices. During 2024, we entered into an employment agreement with Mr. Schwaneke in connection with his joining agilon as an executive. See “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Arrangements” below for a description of the severance benefits available to our NEOs. Stock Ownership Guidelines Our board of directors has established stock ownership guidelines in order to further align the long-term interests of our executive officers and non-employee directors with those of our stockholders. Our stock ownership guidelines require that our executive officers and non-employee directors own shares of common stock having an aggregate value equal to a multiple of the executive officer’s annual base salary or non-employee director’s annual board cash retainer as follows:

  68. PSUs Granted in 2022

    | Position | Multiple | | Chief Executive Officer | 6x Annual Base Salary | | All Other Executive Officers | 2x Annual Base Salary | | Non-Employee Directors* | 5x Annual Board Cash Retainer |

  69. PSUs Granted in 2022

    | * Excludes CD&R affiliated directors |

  70. PSUs Granted in 2022

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  71. PSUs Granted in 2022

    Executives are required to hold 100% of shares acquired as a result of exercise or settlement of compensatory awards (net of any shares withheld for taxes) until these ownership guidelines have been met. Hedging and Pledging Our internal Policy on Trading in Securities prohibits hedging or monetization transactions with respect to agilon health securities and the pledging of agilon health securities as collateral for a loan by any of our employees, officers, or directors. Clawback Policy In accordance with SEC and NYSE requirements, the board has adopted an executive compensation recovery policy regarding the adjustment or recovery of certain incentive awards or payments made to current or former executive officers in the event that we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. In general, the policy provides that, unless an exception applies, we will seek to recover compensation that is awarded to an executive officer based on our attainment of a financial metric during the three-year period prior to the fiscal year in which the restatement occurs, to the extent such compensation exceeds the amount that would have been awarded based on the restated financial results. Compensation and Human Capital Committee Report The Company’s Compensation and Human Capital Committee has reviewed the Compensation Discussion and Analysis and discussed it with management and, based on such review and discussions, has recommended to the board that the Compensation Discussion and Analysis should be included in this proxy statement. The Compensation and Human Capital Committee Diana McKenzie (Chair) Silvana Battaglia This Compensation and Human Capital Committee Report is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act, or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.

  72. PSUs Granted in 2022

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  73. PSUs Granted in 2022

    Summary Compensation Table The following table sets forth the compensation of our NEOs.

  74. PSUs Granted in 2022

    | Name and Principal Position | Fiscal Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Steven J. Sell Chief Executive Officer and President | 2024 | 750,000 | 3,375,007 | 1,125,002 | 161,438 | 4,596 | 5,416,043 | | | 2023 | 750,000 | 3,375,043 | 1,125,008 | — | 16,985 | 5,267,036 | | | 2022 | 750,000 | 2,250,018 | 2,250,014 | 523,125 | 16,000 | 5,789,157 | | Jeffrey A. Schwaneke(5) Chief Financial Officer | 2024 | 315,068 | 5,260,751 | 875,004 | 417,828 | 267,471 | 7,136,122 | | Benjamin Shaker Chief Markets Officer | 2024 | 425,000 | 2,625,004 | 875,002 | 159,375 | 18,396 | 4,102,777 | | | 2023 | 400,000 | 1,875,030 | 625,003 | — | 30,185 | 2,930,218 | | | 2022 | 400,000 | 625,012 | 625,012 | 279,000 | 28,200 | 1,957,224 | | Girish Venkatachaliah Chief Technology Officer | 2024 | 425,000 | 1,500,005 | 500,000 | 119,531 | 16,357 | 2,560,893 | | | 2023 | 350,000 | 1,875,030 | 625,003 | — | 30,185 | 2,880,218 | | | 2022 | 350,000 | 500,020 | 500,009 | 268,538 | 28,200 | 1,646,767 | | Timothy Bensley(5) Former Chief Financial Officer | 2024 | 373,973 | — | — | — | — | 373,973 | | | 2023 | 500,000 | 937,529 | 312,510 | — | — | 1,750,039 | | | 2022 | 500,000 | 625,012 | 625,012 | 331,313 | — | 2,081,337 | | Veeral Desai(5) Former Chief Strategy and Development Officer | 2024 | 248,014 | 2,625,004 | 875,002 | 91,481 | 568,827 | 4,408,328 | | | 2023 | 375,000 | 2,250,019 | 750,016 | — | 29,847 | 3,404,882 | | | 2022 | 375,000 | 750,006 | 750,014 | 261,563 | 22,721 | 2,159,304 |

  75. Severance Payments

    | Name | Fees earned or paid in cash ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Total ($) | | Silvana Battaglia | 70,000 | 185,005 | — | 255,005 | | Sharad Mansukani, M.D. | 80,000 | 185,005 | — | 265,005 | | Diana L. McKenzie | 77,500 | 185,005 | — | 262,505 | | Karen McLoughlin | 95,000 | 185,005 | — | 280,005 | | Ravi Sachdev | — | — | — | — | | Ron Williams | — | 185,005 | — | 185,005 | | William Wulf, M.D. | 85,000 | 185,005 | — | 270,005 |

  76. Severance Payments

    | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(4) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3)(5) | Value of Initial Fixed $100 Investment Based On: | | Net Income (thousands) ($)(7) | Adjusted EBITDA (thousands) ($)(8) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(6) | | | | 2024 | 5,416,043 | (10,641,811) | 3,716,419 | (260,790) | 8.26 | 123.53 | (260,101) | (154,215) | | 2023 | 5,267,036 | (3,573,313) | 2,741,339 | 1,550,202 | 54.57 | 120.43 | (262,803) | (95,001) | | 2022 | 5,789,157 | (30,811,711) | 1,961,158 | (1,410,451) | 70.17 | 118.00 | (106,864) | 4,251 | | 2021 | 1,256,250 | 79,887,250 | 4,001,770 | 26,200,762 | 117.39 | 120.35 | (406,787) | (38,619) |

  77. Severance Payments

    | (2) Amounts reported in this column represent the amount of “compensation actually paid” to Mr. Sell, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Sell during the applicable year. The increases and decreases in these values are attributable largely to the changes in the value of Mr. Sell’s pre-IPO equity compensation awards in light of stock price movements. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Sell’s total compensation for each year to determine the compensation actually paid: |

  78. Severance Payments

    | (3) For the portion of “compensation actually paid” that is based on year-end stock prices, $1.90 was used for 2024, $12.55 was used for 2023, $16.14 was used for 2022 and $27.00 was used for 2021. |

  79. Severance Payments

    | (5) Amounts reported in this column represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Sell), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Sell) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation to determine the compensation actually paid: |

  80. BOARD NOMINEES

    BOARD NOMINEES Silvana Battaglia Sharad Mansukani, M.D.

  81. BOARD NOMINEES

    | | OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE CLASS I NOMINEES LISTED ABOVE. |

  82. BOARD NOMINEES

    | agilon health 2025 Proxy Statement | | 61 |

  83. BOARD NOMINEES

    Proposal Two. Ratification of Selection of Independent Registered Public Accounting Firm The Audit Committee of the board of directors has selected Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2025 and recommends that the stockholders vote for ratification of such selection. The Audit Committee has sole and direct responsibility for the appointment, retention, termination, compensation, evaluation, and oversight of the work of any independent registered public accounting firm engaged by the Company. In the event of a negative vote on the ratification, the Audit Committee may reconsider its appointment of Ernst & Young LLP for the year ending December 31, 2025; however, the Audit Committee will consider the outcome of the vote when making appointments of our independent registered public accounting firm in future years. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting and will have an opportunity to make a statement, if they desire to do so, and to respond to appropriate questions from those attending the meeting. Audit Fees and Related Fees The following table presents, for the years ended December 31, 2024 and 2023, fees for professional services rendered by Ernst & Young LLP for the audit of our annual financial statements, audit-related services, tax services and all other services. In accordance with the SEC’s definitions and rules, “audit fees” are fees we paid Ernst & Young LLP for professional services for the audit of our Consolidated Financial Statements included in our Annual Reports on Form 10-K, review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by Ernst & Young LLP in connection with statutory and regulatory filings or engagements; and “tax fees” are fees for tax compliance, tax advice and tax planning.

  84. BOARD NOMINEES

    | | Year Ended December 31, | | | | 2024 | 2023 | | Audit Fees(1) | $4,447,920 | $5,473,256 | | Audit-Related Fees | $— | $— | | Tax Fees(2) | $— | $— | | Other Fees | $— | $— |

  85. BOARD NOMINEES

    | (1) Audit fees include fees related to the audit of our annual consolidated financial statements and internal control over financial reporting, including the review of interim consolidated financial statements, other services associated with regulatory filings, including registration statement and consent services, as well as other fees associated with audits of certain subsidiaries of the Company. |

  86. BOARD NOMINEES

    | (2) Includes services rendered in connection with tax planning, compliance and tax return preparation fees. |

  87. BOARD NOMINEES

    | agilon health 2025 Proxy Statement | | 62 |

  88. BOARD NOMINEES

    | PROPOSAL TWO |

  89. BOARD NOMINEES

    Pre-Approval Policies and Procedures In accordance with the Sarbanes-Oxley Act of 2002, the Audit Committee charter provides that the Audit Committee of the board of directors has the sole authority and responsibility to pre-approve all audit services, audit-related tax services and other permitted services to be performed for the Company by its independent registered public accounting firm and the related fees. Under its charter and in compliance with rules of the SEC and PCAOB, the Audit Committee established a pre-approval policy that requires the pre-approval of all services to be performed by the independent registered public accounting firm. The independent registered public accounting firm may be considered for other services not specifically approved as audit services or audit-related services and tax services so long as the services are not prohibited by SEC or PCAOB rules and would not otherwise impair the independence of the independent registered public accounting firm. All of the services performed by Ernst & Young LLP during the years ended December 31, 2024 and 2023 were approved in advance by the Audit Committee pursuant to the pre-approval policy.

  90. BOARD NOMINEES

    | | OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2025. |

  91. BOARD NOMINEES

    | | agilon health 2025 Proxy Statement | | 63 |

  92. BOARD NOMINEES

    Proposal Three. Advisory Vote to Approve Executive Compensation Under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and Section 14A of the Exchange Act, the Company’s stockholders are entitled to approve, on an advisory basis, the compensation of our named executive officers. This non-binding advisory vote, commonly known as a “Say on Pay” vote, gives our stockholders the opportunity to express their views on our NEOs’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this proxy statement. As described in the “Compensation Discussion and Analysis” section of this proxy statement (the “CD&A”), the Compensation and Human Capital Committee is tasked with the implementation of our executive compensation philosophy, and the core of that philosophy has been and continues to be to pay our executives based on our performance. In particular, the Compensation and Human Capital Committee strives to attract and retain highly motivated, qualified and experienced executives, focus the attention of the NEOs on the strategic, operational and financial performance of the Company and encourage the NEOs to meet long-term performance objectives and increase stockholder value. To do so, the Compensation and Human Capital Committee uses a combination of short- and long-term incentive compensation to motivate and reward executives who have the ability to significantly influence our long-term financial success and who are responsible for effectively managing our operations in a way that maximizes stockholder value. It is always the intention of the Compensation and Human Capital Committee that our executive officers be compensated competitively with the market and consistently with our business strategy, sound corporate governance principles, and stockholder interests and concerns. We believe our compensation program is effective, appropriate and strongly aligned with the long-term interests of our stockholders and that the total compensation package provided to our NEOs are reasonable and not excessive. For these reasons, the board of directors is asking stockholders to vote “FOR” the following resolution: “RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in accordance with the rules of the U.S. Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is APPROVED.” As you consider this Proposal 3, we urge you to read the CD&A section of this proxy statement for additional details on our executive compensation for 2024, including the more detailed information about our compensation philosophy and objectives and the past compensation of our NEOs, and to review the tabular disclosures regarding NEOs compensation together with the accompanying narrative disclosures in the “Executive Compensation” section of this proxy statement. As an advisory vote, Proposal 3 is not binding on our board of directors or the Compensation and Human Capital Committee, will not overrule any decisions made by our board of directors or the Compensation and Human Capital Committee, or require our board of directors or the Compensation and Human Capital Committee to take any specific action. Although the vote is non-binding, our board of directors and the Compensation and Human Capital Committee value the opinions of our stockholders and will carefully consider the outcome of the vote when making future compensation decisions for our NEOs. The Company’s current policy is to provide stockholders with an opportunity to vote on the compensation of the NEOs each year at the annual meeting of stockholders. It is expected that the next such vote will occur at the 2026 Annual Meeting of Stockholders.

  93. BOARD NOMINEES

    | | OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL OF COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT. |

  94. BOARD NOMINEES

    | agilon health 2025 Proxy Statement | | 64 |

  95. BOARD NOMINEES

    Other Business. The board of directors does not know of any matters which will be brought before the Annual Meeting other than those specifically set forth in the notice of meeting. If any other matters are properly introduced at the meeting for consideration, including, among other things, consideration of a motion to adjourn the meeting to another time or place, the individuals named in the Company’s proxy will have discretion to vote in accordance with their best judgment, unless otherwise restricted by law. A list of stockholders entitled to be present and vote at the Annual Meeting will be available at 440 Polaris Parkway, Suite 550, Westerville, OH 43082 for inspection by the stockholders for purposes germane to the meeting from May 18, 2025, to the date of the Annual Meeting. The list also will be available during the Annual Meeting for inspection by stockholders who are present. Whether or not you expect to attend the Annual Meeting, we urge you to vote via the Internet, as instructed on the proxy card and Notice of Internet Availability or, if so requested, by executing and returning the requested proxy card in the postage paid envelope that will be provided, so that your shares may be represented at the Annual Meeting. By Order of the Board of Directors,

  96. BOARD NOMINEES

    | | Denise Zamore Chief Legal Officer and Corporate Secretary April 17, 2025 |

  97. BOARD NOMINEES

    | agilon health 2025 Proxy Statement | | 65 |

  98. BOARD NOMINEES

    | Other Business |

  99. BOARD NOMINEES

    Website References Information contained on or connected to any website referenced in this proxy statement is not incorporated by reference in this proxy statement or in any other report or document we file with the SEC. We routinely use our Investor Relations website to provide presentations, press releases, and other information that may be deemed material to investors. Accordingly, we encourage investors and others interested in agilon health to review the information that we share at http://investors.agilonhealth.com. In addition, our Investor Relations website allows interested persons to sign up to automatically receive e-mail alerts when we post financial information.

  100. BOARD NOMINEES

    | | agilon health 2025 Proxy Statement | | 66 |