DEF 14A of Alight, Inc. / Delaware
Filed Jun 4, 2024 · FY20230001193125-24-154373
Our Board of Directors
Our Board of Directors The biographies of each of our current directors, including our Class III director nominees, are included below. Each of the biographies highlights specific experience, qualifications, attributes, and skills that led us to conclude that such person should serve as a director. We believe that, as a whole, our Board exemplifies the highest standards of personal and professional integrity and the requisite skills and characteristics, leadership traits, work ethic and independence to provide effective oversight. No director or executive officer is related by blood, marriage or adoption to any other director or executive officer. Other than as provided by our Investor Rights Agreement (see the “Certain Relationships and Related Person Transactions – Investor Rights Agreement” section of this Proxy Statement) and the Cooperation Agreement (see the “Certain Relationships and Related Person Transactions – Cooperation Agreement” section of this Proxy Statement), no arrangements or understandings exist between any director and any other person pursuant to which such person was selected as a director or nominee. Six of our current directors, Mr. Foley, Mr. Henson, Mr. Massey, Ms. Meinhardt, Ms. Paolillo, and Ms. Williams, were initially designated pursuant to our Investor Rights Agreement (see the “Certain Relationships and Related Person Transactions – Investor Rights Agreement – Designation Rights” section of this Proxy Statement) and two of our current directors, Ms. Rushing and Mr. Guilmette, were initially designated pursuant to the Cooperation Agreement (see “Certain Relationships and Related Person Transactions – Cooperation Agreement”).
Our Board of Directors
| NAME | AGE | CLASS | APPOINTED | CURRENT TERM EXPIRES | COMMITTEES | | | | | | | | | AUDIT | COMPENSATION | NOMINATING AND CORPORATE GOVERNANCE | | DIRECTOR NOMINEES | | | | | | | | | William P. Foley, II* | 79 | III | 2021 | 2024 | | | | | Siobhan Nolan Mangini | 43 | III | 2024 | 2024 | | | | | Coretha M. Rushing | 68 | III | 2024 | 2024 | | | | | Denise Williams | 63 | III | 2023 | 2024 | | | | | CONTINUING DIRECTORS | | | | | | | | | David D. Guilmette | 63 | I | 2024 | 2025 | | | | | Erika Meinhardt | 65 | I | 2021 | 2025 | | | | | Regina M. Paolillo | 65 | I | 2021 | 2025 | | | | | Kausik Rajgopal | 50 | I | 2023 | 2025 | | | | | Daniel S. Henson | 63 | II | 2021 | 2026 | | | | | Richard N. Massey | 68 | II | 2021 | 2026 | | | | | Stephan D. Scholl | 54 | II | 2021 | 2026 | | | |
Our Board of Directors
* Chairperson of the Board Committee Chair
Our Board of Directors
| Proxy Statement and Meeting Overview | Board of Directors | Corporate Governance | Executive Compensation | Auditor Approvals | Say-On-Pay | Additional Information |
Director Skills and Experience Matrix
Director Skills and Experience Matrix Each of the Board’s directors and director nominees possesses core competencies that contribute to their service on the Board. In addition to those qualifications, our directors collectively possess skill sets that are directly relevant to the Company’s business and strategic objectives. The following table summarizes the key skills and experiences of each director and director nominee that your Board considered important in its original decision to nominate, and each decision to re-nominate that individual to your Board. Further details about each of the director’s and director nominee’s qualifications are set forth in their individual biographies.
Director Skills and Experience Matrix
| Skill | William P. Foley, II | David D. Guilmette | Daniel S. Henson | Richard N. Massey | Erika Meinhardt | Siobhan Nolan Mangini | Regina M. Paolillo | Kausik Rajgopal | Coretha M. Rushing | Stephan D. Scholl | Denise Williams | | Strategic Planning | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Risk Management | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | | | | | Corporate Governance | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | Technology / Product Development | ✓ | ✓ | | | | ✓ | ✓ | ✓ | | ✓ | | | Privacy and Security | ✓ | | | | | ✓ | ✓ | | | | | | Financial Control / Audit | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | | | | ✓ | | Marketing / Branding | ✓ | ✓ | ✓ | ✓ | ✓ | | | | | ✓ | | | People and Culture | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Senior Leadership | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | CEO Experience | ✓ | ✓ | ✓ | ✓ | | | ✓ | | | ✓ | | | International Operations | ✓ | ✓ | ✓ | ✓ | | | | ✓ | | ✓ | ✓ | | Diversity, Equity and Inclusion | ✓ | | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | | Industry Knowledge / Experience | ✓ | ✓ | ✓ | ✓ | ✓ | | | ✓ | ✓ | ✓ | ✓ |
Director Skills and Experience Matrix
| Skills & Experience | Definition and Application to Alight | | Strategic Planning | A background in strategy which allows our directors to bring a practical understanding of developing, implementing and addressing our business strategy and development plans. | | Risk Management | Experience in managing, supervising systems or processes for identifying, assessing, and mitigating the total risk of a global business enterprise is important to the Company’s long-term success. | | Corporate Governance | A background in serving on or working with public company boards or having other experiences which provide a deep knowledge of corporate governance practices and policies and an appreciation for how those may impact a public company. | | Technology/Product Development | A background in product and software development, technology architecture and digital transformation through the development and evolution of technology platforms to support our ability to provide clients digital choices, solutions and functionality, end to end. | | Privacy and Security | Experience in information security, data privacy, and cybersecurity or other education or experiences which positions our Board to oversee our suite of products and services as well as privacy and cybersecurity risks. | | Financial Control/Audit | A background in financial markets, financing, and financial reporting processes. | | Marketing/Branding | Experience with the marketing and branding of products, building brand awareness, and enhancing our corporate reputation. | | People and Culture | A background in managing people and teams, including recruitment, retention, development, compensation, and incentivization of key talent, or other experiences or education which provide strategic value in overseeing our efforts to recruit, retain, and develop our people and teams and in determining compensation for our CEO and other senior executives. |
Director Skills and Experience Matrix
| Proxy Statement and Meeting Overview | Board of Directors | Corporate Governance | Executive Compensation | Auditor Approvals | Say-On-Pay | Additional Information |
Director Skills and Experience Matrix
| | 17 |
Director Skills and Experience Matrix
| Skills & Experience | Definition and Application to Alight | | Senior Leadership | Prior experience as an executive or in senior management of a company. Prior leadership experience allows directors to bring insight and offer guidance from their prior experiences. | | CEO Experience | Prior experience as the chief executive officer of a company. Prior chief executive experience allows directors to bring insight and offer guidance to our executive leadership team, including our CEO. | | International Operations | A background in managing or supervising a business with global operations, particularly in countries outside the U.S. where Alight does business or would like to do business, or a familiarity with compliance issues facing companies with global operations. | | Diversity, Equity & Inclusion | A background in Diversity, Equity & Inclusion, including planning and implementation of corporate initiatives in order to drive sustained value creation within a responsible framework for our stakeholders. | | Industry Knowledge & Experience | A background in managing or supervising the health benefits administration, CDS & CAS, payroll & BPO, software & technology, human capital management and human resources outsourcing services, allows directors to bring practical understanding of our business and effective oversight of implementation of strategy. |
Director Skills and Experience Matrix
| Proxy Statement and Meeting Overview | Board of Directors | Corporate Governance | Executive Compensation | Auditor Approvals | Say-On-Pay | Additional Information |
Class III Director Nominees
Class III Director Nominees
Class III Director Nominees
| William P. Foley, II, Chairman |
Class III Director Nominees
| DIRECTOR SINCE 2021 AGE 79 COMMITTEES Nominating and Corporate Governance | Mr. Foley has served as the non-executive Chairman of the board of directors of Alight since April 2021 and served on the board of its predecessor, Foley Trasimene Acquisition Corp. (“FTAC”), from May 2020 through April 2021 and as the Executive Chairman of FTAC from March 2020 until May 2020. Mr. Foley has served as the Chairman of Cannae Holdings, Inc. (NYSE: CNNE) (“Cannae”) since July 2017 (including as non-executive Chairman since May 2018). Mr. Foley has served as the Managing Member and a Senior Managing Director of Trasimene Capital Management, LLC (“Trasimene”), a private company that provides certain management services to Cannae, since November 2019. Mr. Foley is a founder of Fidelity National Financial (NYSE: FNF) (“FNF”) and has served as Chairman of the board of directors of FNF since 1984. He served as Chief Executive Officer of FNF until May 2007 and as President of FNF until December 1994. Mr. Foley has also served as Chairman of Dun & Bradstreet (NYSE: DNB) (“DNB”) since February 2019 and as Executive Chairman since February 2022. Mr. Foley served as director of System 1, Inc. (NYSE: SST) from January 2022 through March 2023. Mr. Foley formerly served as Chairman of Black Knight, Inc. (NYSE: BKI), Chairman of Paysafe Ltd. (NYSE: PSFE) (“Paysafe”), Co-Chairman of FGL Holdings (NYSE: FG), as Vice Chairman of Fidelity National Information Services Inc. (NYSE: FIS), and as a director of Ceridian HCM Holdings, Inc. (NYSE: CDAY) and special purpose acquisition companies FTAC, Foley Trasimene Acquisition Corp. II, Austerlitz Acquisition Corporation I (NYSE:AUS), Austerlitz Acquisition Corporation II (NYSE: ASZ), and Trebia Acquistion Corp. Mr. Foley is Executive Chairman and Chief Executive Officer of Black Knight Sports and Entertainment LLC, which is the private company that owns the Vegas Golden Knights, a National Hockey League team. He is also the founder and owner of Foley Family Wines Inc., a private company. Mr. Foley serves on the boards of numerous foundations, including The Foley Family Charitable Foundation and the Cummer Museum of Art and Gardens. He is a founder, trustee and director of The Folded Flag Foundation, a charitable foundation that supports our nation’s Gold Star families. After receiving his B.S. degree in engineering from the United States Military Academy at West Point, Mr. Foley served in the U.S. Air Force, where he attained the rank of captain. Mr. Foley received his M.B.A. from Seattle University and his J.D. from the University of Washington. Mr. Foley’s qualifications to serve on the Board include more than 30 years as a director and executive officer of FNF, his strategic vision, his experience as a board member and executive officer of public and private companies in a wide variety of industries, and his strong track record of building and maintaining shareholder value and successfully negotiating mergers and acquisitions. |
Class III Director Nominees
| Proxy Statement and Meeting Overview | Board of Directors | Corporate Governance | Executive Compensation | Auditor Approvals | Say-On-Pay | Additional Information |
Class III Director Nominees
| | 19 |
Class III Director Nominees
| Siobhan Nolan Mangini, Director |
Class III Director Nominees
| DIRECTOR SINCE 2024 AGE 43 COMMITTEES Audit | Ms. Nolan Mangini served as President & CFO of NGM Bio (Nasdaq: NGM) (“NGM”), an innovative biology-driven clinical stage biotech from June 2022 to December 2023 and as Chief Financial Officer of NGM from July 2020 to June 2022. Prior to NGM, Ms. Nolan Mangini served in a number of roles of increasing responsibility at Castlight Health (NYSE: CSLT) (“CSLT”), a formerly publicly traded enterprise cloud-based software company in the health and benefits sector, from February 2012 to March 2020. Her roles included leading CSLT as President and CFO from July 2019 to March 2020, Chief Financial Officer from July 2016 to July 2019, VP, Finance & Business Operations from October 2015 through June 2016, Senior Director, Operations and Financial Planning from November 2014 through September 2015 and Director, Strategy and Business Development from February 2012 through November 2014. Earlier in her career, Ms. Nolan Mangini was a management consultant at Bain & Company and in investment management managing the endowment of the Kaiser Family Foundation. Ms. Nolan Mangini has served on the board and as chair of the audit committee of Marathon Health, a private primary care company, since August 2021, and on the board and as chair of the audit committee of Cityblock Health, a private tech-driven provider for communities with complex needs, since February 2024. Ms. Nolan Mangini has served on the board of SmithRx, a private pharmacy benefit manager, since January 2023 and Virta Health, a private diabetes reversal company, since February 2023. She served on the board, and as audit committee chair, of Artemis Health, a private data warehousing company, from February 2020 to March 2022. Ms. Nolan Mangini holds an MBA from the Stanford Graduate School of Business, an MPA from the Harvard Kennedy School of Government, and BS in Economics from the Wharton School and the University of Pennsylvania. She is also a Chartered Financial Analyst. Ms. Nolan Mangini is a founding member of the operator network of January Ventures, a fund that opens doors for the visionary founders of the future and is a mentor through Creative Destruction Labs. Ms. Nolan Mangini’s qualifications to serve on the Board include her track record of successfully delivering innovative solutions and carrying them forward from strategy to execution across two public companies, her experience in senior leadership, including as Chief Financial Officer at two publicly traded companies, her board and audit committee service and her financial expertise. |
Class III Director Nominees
| Proxy Statement and Meeting Overview | Board of Directors | Corporate Governance | Executive Compensation | Auditor Approvals | Say-On-Pay | Additional Information |
Class III Director Nominees
| Coretha M. Rushing, Director |
Class III Director Nominees
| DIRECTOR SINCE 2024 AGE 68 COMMITTEES Compensation | Ms. Rushing has served as the President of CR Consulting Alliance, LLC, a human resources consulting firm, since 2019, and the Managing Director and Executive Mentor for The ExCo Group, LLC (f/k/a Merryck & Co.), a global executive coaching and mentoring firm, since 2020. Ms. Rushing has over 36 years of human resources experience and has held numerous executive leadership positions, including at Equifax Inc. (NYSE: EFX) (“Equifax”), Coca-Cola Company (NYSE: KO) (“Coca-Cola”), PepsiCo Inc. (Nasdaq: PEP) (“PepsiCo”) and IBM Corp. (NYSE: IBM) (“IBM”). Most recently, Ms. Rushing served as Corporate Vice President and Chief Human Resources Officer of Equifax from 2006 to 2020. Before that, Ms. Rushing served as the Senior Vice President and Chief Human Resources Officer of Coca-Cola, where she was employed from 1996 until 2005. Prior to that, Ms. Rushing worked in several senior level positions for Pizza Hut (a division of PepsiCo) from 1994 to 1996 and IBM from 1983 to 1994. Ms. Rushing has also served on the board of ThredUp Inc. (Nasdaq: TDUP), a large resale apparel platform for women and children, since January 2022, on the board of 2U, Inc. (Nasdaq: TWOU), a publicly traded cloud based educational technology company, since April 2016, and on the board of Nuvei, Inc. (Nasdaq: NVEI), a Montreal, Canadian-based payment processing business, since August 2023. Previously, Ms. Rushing served on the board of Benefitfocus.com, Inc., a publicly traded cloud-based benefits platform software company, from March 2021 to January 2023, and as Chair and then Chair Emeritus of The Society for Human Resource Management. Ms. Rushing holds a Master of Education in Human Resources and Counseling from The George Washington University and a Bachelor of Science in Early Childhood Development and Industrial Psychology from East Carolina University. Ms. Rushing’s qualifications to serve on the Board include her industry experience in human resources and benefits administration, deep understanding of the Company’s customer base, and public company board experience. |
Class III Director Nominees
| Denise Williams, Director |
Class III Director Nominees
| DIRECTOR SINCE 2023 AGE 63 COMMITTEES Compensation | Ms. Williams has served as Chief People Officer at Fidelity National Information Services Inc. (NYSE: FIS), a global leader in financial services technology since April 2016. Between 2001 and 2016, Ms. Williams served in several capacities for IBM. Most recently, from May 2011 to April 2016, Ms. Williams served as Vice President, Human Resources North America; from May 2007 to May 2011 as the Director Human Resources – Global Hardware Sales; from May 2004 to May 2007, as the Director Human Resources – Websphere; and from June 2001 to May 2004 as the Program Manager of Executive Compensation & Succession Planning. Ms. Williams previously held human resources roles at Alliance Bernstein, First Data, Avis, and Coopers & Lybrand. Ms. Williams earned her bachelor’s degree from SUNY Albany and is a current member of the Human Resources Policy Association and the Center on Executive Compensation. Ms. Williams’ qualifications to serve on the Board include her more than 25 years of experience in human resources and her leadership experience across numerous market-leading organizations. |
Class III Director Nominees
| Proxy Statement and Meeting Overview | Board of Directors | Corporate Governance | Executive Compensation | Auditor Approvals | Say-On-Pay | Additional Information |
Class III Director Nominees
| | 21 |
Class I Directors (Terms to Expire in 2025)
Class I Directors (Terms to Expire in 2025)
Class I Directors (Terms to Expire in 2025)
| David D. Guilmette, Director |
Class I Directors (Terms to Expire in 2025)
| DIRECTOR SINCE 2024 AGE 63 COMMITTEES Audit | Mr. Guilmette has served as the co-founder of WorldClass Health since March 2024. Mr. Guilmette most recently served in a number of senior leadership roles at Aon plc (NYSE: AON) (“Aon”) between November 2019 to March 2024, including strategic advisor to the CEO and President of Aon from February 2023 to March 2024 and CEO of Aon’s Global Health Solutions from November 2019 to January 2023. Before joining Aon, Mr. Guilmette served as President of Cigna Group’s (NYSE: CI) (“Cigna”) Global Employer segment from July 2012 to November 2019 and President of Cigna’s National, Pharmacy & Product division from 2010 to 2012. During Mr. Guilmette’s tenure with Cigna, he served on the Board of Managers of Cigna Ventures LLC and on Cigna’s Innovation Advisory Board as chair. Prior to joining Cigna, Guilmette served as a Managing Director at Towers Perrin (n/k/a Willis Towers Watson PLC) (Nasdaq: WTW) between February 2005 to February 2010. Since August 2023, Mr. Guilmette has served on the board of SwordHealth. Mr. Guilmette holds a B.A. in Political Science from University of Chicago. Mr. Guilmette’s qualifications to serve on the Board includes his deep industry experience in health care and employee benefits, including program design, financing, implementation, administration, and managed health care delivery, as well as his executive leadership and management experience. |
Class I Directors (Terms to Expire in 2025)
| Erika Meinhardt, Director |
Class I Directors (Terms to Expire in 2025)
| DIRECTOR SINCE 2021 AGE 65 COMMITTEES Audit | Ms. Meinhardt has served as a member of the board of directors of Cannae since July 2018. Ms. Meinhardt served as Executive Vice President of FNF from January 2018 until her retirement in January 2024. She previously served as President of National Agency Operations for FNF’s Fidelity National Title Group from February 2005 until January 2018. Prior to assuming that role, she served as Division Manager and National Agency Operations Manager for FNF from 2001 to 2005. Ms. Meinhardt previously served as a director of Foley Trasimene Acquisition Corp. II from August 2020 to March 2021 and as a director of each of Austerlitz Acquisition Corp. I (NYSE: AUS) and Austerlitz Acquisition Corp. II (NYSE: ASZ) from February 2021 to December 2022. Ms. Meinhardt’s qualifications to serve on the Board include her experience as an executive of FNF and in managing and growing complex business organizations as President of FNF’s National Agency Operations. |
Class I Directors (Terms to Expire in 2025)
| Proxy Statement and Meeting Overview | Board of Directors | Corporate Governance | Executive Compensation | Auditor Approvals | Say-On-Pay | Additional Information |
Class I Directors (Terms to Expire in 2025)
| Regina M. Paolillo, Director |
Class I Directors (Terms to Expire in 2025)
| DIRECTOR SINCE 2021 AGE 65 COMMITTEES Audit (Chair) Nominating and Corporate Governance | Ms. Paolillo served as the Executive Vice President, Chief Financial & Administrative Officer of TTEC Holdings, Inc. (Nasdaq: TTEC) (“TTEC”) from 2011 to 2022. Between 2009 and 2011, Ms. Paolillo was an Executive Vice President for enterprise services and Chief Financial Officer at Trizetto Group, Inc., a privately held professional services company serving the healthcare industry. Between 2007 and 2008, Ms. Paolillo served as a Senior Vice President, operations group for General Atlantic, a leading global growth equity firm. Between 2005 and 2007, Ms. Paolillo served as an Executive Vice President for revenue cycle and mortgage services at Creditek, a Genpact subsidiary. Prior to Creditek’s acquisition by Genpact, between 2003 and 2005 and during 2002 and 2003, Ms. Paolillo was Creditek’s Chief Executive Officer and Chief Financial Officer, respectively. Ms. Paolillo also served as the Chief Financial Officer and Executive Vice President for corporate services at Gartner, Inc., an information technology research and advisory company. Ms. Paolillo is a member of the board of directors of Unisys Corporation (NYSE: UIS), a position she has held since March 2018. Ms. Paolillo holds a B.S. in accounting from University of New Haven. Ms. Paolillo’s qualifications to serve on the Board include her experience as an executive of TTEC, her experience as a Chief Financial Officer of three organizations and her experience on a public company board. |
Class I Directors (Terms to Expire in 2025)
| Kausik Rajgopal, Director |
Class I Directors (Terms to Expire in 2025)
| DIRECTOR SINCE 2023 AGE 50 COMMITTEES Nominating and Corporate Governance Committee | Mr. Rajgopal has served as EVP of Strategy, Corporate Development and Partnerships since November 2023 at PayPal Holdings, Inc. (“PayPal”), and was Executive Vice President of People & Sourcing at PayPal from June 2021 to November 2023. Before joining PayPal, from 2006 to 2021, Mr. Rajgopal played several leadership roles at McKinsey & Company, including serving as the global lead for the payments practice and as managing partner for the San Francisco and Silicon Valley offices and for the Western U.S. Region. Most recently from July 2012 to June 2021, Mr. Rajgopal was the firm’s co-managing partner for the United States, where he was responsible for client services across all industry sectors as well as people initiatives. Mr. Rajgopal serves as vice chair of the Stanford Graduate School of Business Advisory Council. He holds undergraduate degrees in industry engineering and political science, as well as an MBA from Stanford University. Mr. Rajgopal’s qualifications to serve on the Board include his unique blend of senior leadership expertise in human resources, technology, payments, and financial services. |
Class I Directors (Terms to Expire in 2025)
| Proxy Statement and Meeting Overview | Board of Directors | Corporate Governance | Executive Compensation | Auditor Approvals | Say-On-Pay | Additional Information |
Class I Directors (Terms to Expire in 2025)
| | 23 |
Class II Directors (Terms to Expire in 2026)
Class II Directors (Terms to Expire in 2026)
Class II Directors (Terms to Expire in 2026)
| Daniel S. Henson, Director |
Class II Directors (Terms to Expire in 2026)
| DIRECTOR SINCE 2021 AGE 63 COMMITTEES Compensation Nominating and Corporate Governance (Chair) | Previously, Mr. Henson served as the non-executive chairman of Alight Holding Company, LLC, (f/k/a Tempo Holding Company, LLC) (“Alight Holdings”), our predecessor entity, from May 2017 to July 2021. Mr. Henson serves as the non-executive chairman of Paysafe (NYSE: PSFE), a payments platform that connects businesses and consumers across payment types. Mr. Henson also serves as non-executive chairman of IntraFi Network (formerly Promontory Intrafinancial Network), a leading provider of deposit placement services operating in the Washington D.C. area. Prior to serving in these roles, Mr. Henson had served as a non-executive chairman of Exeter Finance, a director of Healthcare Trust of America and the lead director of OnDeck Capital. Mr. Henson worked with the General Electric Company (“GE”) for 29 years and held a variety of senior positions at GE and GE Capital, including Chief Marketing Officer of GE and Six Sigma Quality Leader at GE Capital. He also served as the Chief Executive Officer of a number of GE Capital’s financial services businesses in the U.S. and internationally. Starting in 2008, Mr. Henson was responsible for all GE Capital commercial leasing and lending businesses in North America. From 2009 to 2015, Mr. Henson also oversaw capital markets activities at GE Capital and GE Capital’s industrial loan company bank in Utah. Mr. Henson holds a B.B.A. in Marketing from George Washington University. Mr. Henson’s qualifications to serve on the Board include his extensive experience with GE and GE Capital and his other directorships, including as non-executive chairman on a public company board. |
Class II Directors (Terms to Expire in 2026)
| Proxy Statement and Meeting Overview | Board of Directors | Corporate Governance | Executive Compensation | Auditor Approvals | Say-On-Pay | Additional Information |
Class II Directors (Terms to Expire in 2026)
| Richard N. Massey, Director |
Class II Directors (Terms to Expire in 2026)
| DIRECTOR SINCE 2021 AGE 68 COMMITTEES Compensation (Chair) | Mr. Massey served as Chairman of FTAC from April 2021 to July 2021. He also has served as Chief Executive Officer of FTAC from March 2020 to July 2021 and served as a member of the FTAC board of directors from May 2020 to July 2021. In addition, he serves as a Senior Managing Director of Trasimene and has served as Chief Executive Officer of Cannae since November 2019. Mr. Massey has also served as the Chief Executive Officer of each of Austerlitz Acquisition Corp. I (NYSE: AUS) and Austerlitz Acquisition Corp. II (NYSE: ASZ) from January 2021 through December 2022 and served as a director of each company from February 2021 until April 2022. Mr. Massey also served as Chief Executive Officer of Foley Trasimene Acquisition Corp. II from July 2020 until March 2021 and as a director from August 2020 until March 2021. Mr. Massey served as the Chairman and principal shareholder of Bear State Financial, Inc., a publicly traded financial institution from 2011 until April 2018. Mr. Massey has served on the boards of directors of Cannae since June 2018 and of DNB since February 2019. Mr. Massey previously served on Black Knight Inc.’s board of directors from December 2014 until July 2020 and on FNF’s board of directors from February 2006 until January 2021. Mr. Massey has been a partner in Westrock Capital, LLC, a private investment partnership since January 2009. Prior to that, Mr. Massey was Chief Strategy Officer and General Counsel of Alltel Corporation and served as a Managing Director of Stephens Inc., a private investment bank, during which time his financial advisory practice focused on software and information technology companies. Mr. Massey also formerly served as a director of Fidelity National Information Services Inc. (NYSE: FIS), Bear State Financial, Inc. and FGL Holdings (NYSE: FG). Mr. Massey is also a director of the Oxford American Literary Project and of the Arkansas Razorback Foundation. Mr. Massey has a long track record in corporate finance and investment banking, as a financial, strategic, and legal advisor to public and private businesses, and in identifying, negotiating, and consummating mergers and acquisitions. Mr. Massey’s qualifications to serve on the Board include his significant financial expertise and experience on the boards of a number of public companies. |
Class II Directors (Terms to Expire in 2026)
| Stephan D. Scholl, Director and Chief Executive Officer |
Class II Directors (Terms to Expire in 2026)
| DIRECTOR SINCE 2021 AGE 54 COMMITTEES None | Mr. Scholl has more than 25 years of experience in the industry. Prior to joining Alight in April 2020, Mr. Scholl served as President of Infor Global Solutions from April 2012 to July 2018. Prior to that, from 2011 until 2012, Mr. Scholl served as President and Chief Executive Officer of Lawson Software from 2011 until 2012. In addition, Mr. Scholl served in various senior roles at both Oracle and Peoplesoft for more than a decade, including leading Oracle’s North America Consulting Group and leading its Tax and Utilities Global Business unit. Mr. Scholl has served on the board of 1010 Data, a leader in analytical intelligence and alternative data, since September 2018 and he served on the board of Avaya Holdings Corp. (NYSE: AVYA) from September 2018 to April 2023. Mr. Scholl holds a bachelor’s degree from McGill University in Montreal. Mr. Scholl’s qualifications to serve on the Board include his significant industry experience and his role as the Chief Executive Officer of the Company. |
Class II Directors (Terms to Expire in 2026)
| Proxy Statement and Meeting Overview | Board of Directors | Corporate Governance | Executive Compensation | Auditor Approvals | Say-On-Pay | Additional Information |
Class II Directors (Terms to Expire in 2026)
| | 25 |
Class II Directors (Terms to Expire in 2026)
| Director Compensation | |
Class II Directors (Terms to Expire in 2026)
William P. Foley, II, Daniel S. Henson, Richard N. Massey, Erika Meinhardt, Regina M. Paolillo, Kausik Rajgopal, and Denise Williams received compensation for serving on our Board during the year ended December 31, 2023. Employee directors receive no compensation for serving on the Board. All directors are reimbursed for their reasonable out-of-pocket expenses related to their service as a member of the Board. Historically, directors employed by Blackstone received no compensation for serving on the Board, and accordingly, neither David N. Kestnbaum nor Peter F. Wallace was compensated for service on the Board during Fiscal 2023. Description of Director Compensation. With respect to Fiscal 2023, the compensation program for non-employee directors (other than directors affiliated with Blackstone) consisted of the following:
Class II Directors (Terms to Expire in 2026)
| COMPENSATION TYPE | ANNUAL AMOUNT | | Chairperson of the Board annual cash retainer | $500,000 | | Board member annual equity grant | $150,000 | | Board member annual cash retainer(1) | $70,000 | | Committee chair annual cash retainer | $30,000 Audit Committee $20,000 other committees | | Committee member annual cash retainer | $15,000 Audit Committee $10,000 other committees |
Class II Directors (Terms to Expire in 2026)
(1) For the purpose of clarification, the Board member annual cash retainer is not paid to the Chairperson. Cash retainers are paid on a quarterly basis. Non-employee directors can elect to receive fully vested shares of the Company Class A common stock in lieu of cash payment or split such quarterly payments into designated percentages of cash and shares of the Company Class A common stock. Effective as of April 1, 2024, the Chairperson of the Board annual cash retainer has been changed to $300,000. In determining the annual cash retainer, the Compensation Committee considered competitive market data for the Chairperson role based on the Peer Group (as defined below).
Class II Directors (Terms to Expire in 2026)
| Proxy Statement and Meeting Overview | Board of Directors | Corporate Governance | Executive Compensation | Auditor Approvals | Say-On-Pay | Additional Information |
Director Compensation for 2023
Director Compensation for 2023 The following table provides summary information concerning the compensation of our directors, other than our employee directors and those affiliated with Blackstone, for the year ended December 31, 2023.
Director Compensation for 2023
| NAME | FEES EARNED OR PAID IN CASH(1) | STOCK AWARDS(2) | ALL OTHER COMPENSATION | TOTAL | | William P. Foley, II(3) | $509,987 | $149,993 | — | $659,980 | | Daniel S. Henson(4) | $115,000 | $149,993 | — | $264,993 | | Richard N. Massey(5) | $89,980 | $149,993 | — | $239,973 | | Erika Meinhardt(5) | $84,987 | $149,993 | — | $234,980 | | Regina M. Paolillo(6) | $109,991 | $149,993 | — | $259,984 | | Kausik Rajgopal(7) | $59,698 | $150,000 | — | $209,698 | | Denise Williams(8) | $67,660 | $149,992 | — | $217,652 |
Director Compensation for 2023
(1) Amounts reported represent annual cash retainers and Committee fees paid to our non-employee directors for Fiscal 2023. (2) Amounts reported represent the aggregate Grant Date (as defined below) fair value of time-vested restricted stock unit (“RSU”) awards granted to our non-employee directors in Fiscal 2023, calculated in accordance with FASB ASC Topic 718. The Grant Date fair value with respect to the time-vested RSUs is calculated by multiplying the number of shares subject to the RSUs by the closing price of the Company Class A common stock on each grant date as follows: February 3, 2023 for Ms. Williams, March 17, 2023 for Mr. Rajgopal, and June 30, 2023 for Mr. Foley, Mr. Henson, Mr. Massey, Ms. Meinhardt, and Ms. Paolillo. The time-vested RSUs vest on the first anniversary of the Grant Date subject to the director’s continued active service with Alight through the vesting date, except in the case of death, disability, termination within six months prior to a change-in-control or within eighteen months following a change-in-control, and certain involuntary terminations. As of December 31, 2023, the number of outstanding RSUs held by our non-employee directors was as follows: 16,233 time-vested RSUs held by each of Mr. Foley, Mr. Henson, Mr. Massey, Ms. Meinhardt and Ms. Paolillo, 17,321 time-vested RSUs held by Mr. Rajgopal, and 15,772 time-vested RSUs held by Ms. Williams. As of December 31, 2023, Mr. Foley held 250,000 performance-vested RSUs, which vested on January 16, 2024 at the maximum level of performance resulting in 625,000 performance-vested RSUs. (3) Mr. Foley elected to receive 75% of his annual cash retainer in the form of unrestricted shares of the Company Class A common stock and 25% in cash. (4) Mr. Henson elected to receive 100% of his annual cash retainer in the form of cash paid quarterly. (5) Mr. Massey and Ms. Meinhardt elected to receive 100% of their annual cash retainers in the form of unrestricted shares of the Company Class A common stock paid quarterly. (6) Ms. Paolillo elected to receive 50% of her annual cash retainer in the form of unrestricted shares of the Company Class A common stock and 50% in cash for the six months ended June 30, 2023 and elected to receive 40% of her annual cash retainer in the form of unrestricted shares of the Company Class A common stock and 60% in cash for the six months ended December 31, 2023. (7) Mr. Rajgopal elected to receive 80% of his pro-rated annual cash retainer in the form of unrestricted shares of the Company Class A common stock and 20% in cash for the six months ended June 30, 2023 and elected to receive 50% of his pro-rated annual cash retainer in the form of unrestricted shares of the Company Class A common stock and 50% in cash for the six months ended December 31, 2023. (8) Ms. Williams elected to receive 100% of her pro-rated annual cash retainer in the form of unrestricted shares of the Company Class A common stock for the six months ended June 30, 2023 and elected to receive 75% of her pro-rated annual cash retainer in the form of unrestricted shares of the Company Class A common stock and 25% in cash for the six months ended December 31, 2023.
Director Compensation for 2023
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Director Compensation for 2023
| | 27 |
Director Compensation for 2023
| Executive Officers | |
Director Compensation for 2023
| NAME | AGE | POSITION | | Stephan D. Scholl | 54 | Chief Executive Officer and Director | | Jeremy J. Heaton | 47 | Chief Financial Officer | | Martin T. Felli | 57 | Chief Legal Officer and Corporate Secretary | | Gregory A. George | 54 | Chief Commercial Officer, North America | | Gregory R. Goff | 53 | President | | Michael J. Rogers | 42 | Chief Human Resources Officer | | Katie J. Rooney | 45 | Chief Operating Officer | | Dinesh V. Tulsiani | 50 | Chief Strategy Officer |
Director Compensation for 2023
As Mr. Scholl also serves as a director of the Company, his biographical information is presented above in this Proxy Statement under the heading “Proposal 1 – Election of Directors.”
Director Compensation for 2023
| Jeremy J. Heaton, Chief Financial Officer |
Director Compensation for 2023
| OFFICER SINCE 2024 AGE 47 | Mr. Heaton has served as Alight’s Chief Financial Officer since May 2024. As Chief Financial Officer, Mr. Heaton leads day-to-day financial activities and is responsible for driving financial strategy and operational management in service of Alight’s clients and shareholders. Previously, Mr. Heaton served as the Company’s Operating Chief Financial Officer from August 2023 to May 2024 and as Executive Vice President of Finance from May 2020 through August 2023. Prior to joining Alight, Mr. Heaton spent over 20 years at General Electric in global financial management with a focus in corporate finance, strategic planning, and mergers and acquisitions. From July 2018 to May 2020, Mr. Heaton served as the Transition Leader for GE Healthcare, where he led the sale of the biopharma business for $21 billion. From January 2003 to June 2018, Mr. Heaton served in a number of capacities for GE, including as Chief Financial Officer, Office of the Board from January 2018 to June 2018 and Chief Financial Officer, GE Industrial Finance from January 2016 to December 2017. |
Director Compensation for 2023
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Director Compensation for 2023
| Martin T. Felli, Chief Legal Officer and Corporate Secretary |
Director Compensation for 2023
| OFFICER SINCE 2023 AGE 57 | Mr. Felli has more than 28 years of legal experience. Prior to joining Alight, Mr. Felli served as Executive Vice President, Chief Legal and Chief Administrative Officer at Blue Yonder Holding, Inc., a Blackstone and New Mountain Capital sponsored company, from 2018 to April 2022. Prior to that, Mr. Felli held other key legal leadership roles at Blue Yonder from 2013 to 2018, was General Counsel and Corporate Counsel at Ecotality, Inc., from 2011 to 2013, and held additional senior legal positions across a broad range of organizations including Clear Channel Outdoor, Inc., from 2006 to 2011, and HBO, from 2000 to 2004. In 2014, Mr. Felli voluntarily filed for personal bankruptcy under Chapter 7 in connection with certain real estate investments made from 2006-2008, and the bankruptcy was discharged on December 30, 2014. Mr. Felli holds a juris doctor degree from the University of Pennsylvania Law School and B.A. magna cum laude from Baruch College. Mr. Felli serves as president and chairman of the board of trustees of Phoenix Country Day School in Phoenix, Arizona. |
Director Compensation for 2023
| Gregory A. George, Chief Commercial Officer, North America |
Director Compensation for 2023
| OFFICER SINCE 2023 AGE 54 | Mr. George has served as Alight’s Chief Commercial Officer since June 2023. Prior to joining Alight, Mr. George served as senior vice president and head of sales of Ceridian, from January 2021 to June 2023. In this role, Mr. George oversaw the growth of the company’s HCM platform and was responsible for Ceridian’s go to market strategy and worked alongside the leadership team to execute the company’s transformation strategy. From June 2007 to January 2021, Mr. George worked in a number of capacities at Oracle, where he most recently serviced as group vice president, responsible for national sales operations for the company’s enterprise resource planning, enterprise performance management, and supply chain management business units. Mr. George holds a bachelor’s degree from Butler University and has completed executive education programs at the University of Michigan’s Ross School of Business, IESE Business School University of Navarra, Barcelona, Spain, and the George Mason University School of Business in Virginia. |
Director Compensation for 2023
| Gregory R. Goff, President |
Director Compensation for 2023
| OFFICER SINCE 2020 AGE 53 | Mr. Goff has 23 years of experience in the industry. Mr. Goff has served as our President since May 2024. Mr. Goff has served as an officer of Alight since May 2020, initially as Chief Product and Technology Officer and more recently as Chief Technology and Delivery Officer. Prior to joining Alight, Mr. Goff served as Chief Product Officer of Uptake since 2015. Mr. Goff served as Chief Technology Officer of Morningstar from 2011 through 2015. Prior to that, Mr. Goff served in a number of technology roles at Nielsen and Accenture. Mr. Goff serves on the board of directors of InMoment, a consumer experience provider. Mr. Goff holds a B.S. degree in electrical engineering from the University of Illinois at Urbana-Champaign. |
Director Compensation for 2023
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Director Compensation for 2023
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Director Compensation for 2023
| Michael J. Rogers, Chief Human Resources Officer |
Director Compensation for 2023
| OFFICER SINCE 2020 AGE 42 | Mr. Rogers has more than 15 years of experience in the industry. Prior to joining Alight in June 2020, Mr. Rogers served as Chief People Officer of NGA Human Resources from March 2017 to June 2020. Prior to that, Mr. Rogers held key human resources roles across a variety of companies, including Vistaprint, where he played a key role in driving its rapid growth across Europe, and Travelocity (lastminute.com). Mr. Rogers holds a degree in Business with first- class honors from the University of Brighton, Brighton, England. |
Director Compensation for 2023
| Katie J. Rooney, Chief Operating Officer |
Director Compensation for 2023
| OFFICER SINCE 2017 AGE 45 | Ms. Rooney has more than 20 years of experience in the industry. Ms. Rooney joined Alight in May 2017 as our Chief Financial Officer, and became our Global Chief Financial Officer and Chief Operating Officer in August 2023. As previously disclosed in our Current Report on Form 8-K filed with the SEC on May 8, 2024, Ms. Rooney will continue to serve as our Chief Operating Officer until the closing of our Payroll and Professional Services divestiture, after which point she will step away from the Company. Prior to joining Alight, Ms. Rooney served as the Chief Financial Officer for Aon Hewitt from January 2016 to May 2017. Prior to that, she served across various financial roles within Aon Hewitt and Aon from January 2009 to December 2015, including Chief Financial Officer of the Outsourcing business, the Finance Chief Operating Officer and Assistant Treasurer for Aon. Before joining Aon, Ms. Rooney worked in Investment Banking at Morgan Stanley. Ms. Rooney has served on the board of directors, and on the audit committee, of Smartsheet Inc. (NYSE: SMAR) since March 2024. Ms. Rooney also serves on the Board of Trustees for Window to the World Communications, Inc., owner of WTTW and WFMT. Ms. Rooney holds a B.B.A. in Finance from the University of Michigan. |
Director Compensation for 2023
| Dinesh V. Tulsiani, Chief Strategy Officer |
Director Compensation for 2023
| OFFICER SINCE 2017 AGE 50 | Mr. Tulsiani previously served as Alight’s Head of Strategy and Corporate Development. Prior to joining Alight in September 2017, from 2013 to 2017, Mr. Tulsiani led corporate development for Aon’s HR solutions segment and served in various other key strategic roles with Aon, including Senior Vice President, Corporate Strategy and Vice President, Corporate Development and Strategy at Hewitt Associates. Prior to that, he worked at IHS Markit from 2007 to 2010 and Ernst & Young LLP from 1999 to 2005. Mr. Tulsiani holds a B.B.A. in Finance and Economics from Delhi University and an M.B.A. from Wake Forest University. Mr. Tulsiani is also a Chartered Financial Analyst. |
Director Compensation for 2023
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Director Compensation for 2023
| Corporate Governance | |
Director Nomination and Search Process
Director Nomination and Search Process The Nominating and Corporate Governance Committee is responsible for reviewing the qualifications of potential director candidates and selecting or recommending for the Board’s selection those candidates to be nominated for election to the Board. This process may be subject to any obligations and procedures governing the nomination of directors to the Board set forth in our Investor Rights Agreement (see the “Investor Rights Agreement” section of this Proxy Statement) as well as the Cooperation Agreement (see the “Proposal No. 1: Election of Directors - Cooperation Agreement” section of this Proxy Statement). The Nominating and Corporate Governance Committee and the Board considers various factors including: strength of character, mature judgment, familiarity with the Company’s business and industry, independence of thought, an ability to work collegially with the other members of the Board, diversity of age, gender, nationality, race, ethnicity, and sexual orientation, existing commitments to other businesses, potential conflicts of interest with other pursuits, legal considerations, corporate governance background, career experience, relevant technical skills or business acumen, and the size, composition and combined expertise of the existing Board. The Board monitors the mix of specific experience, qualifications, and skills of its directors so that the Board, as a whole, has the necessary tools to perform its oversight function effectively in light of the Company’s business and structure. Stockholders may also nominate directors for election at the Company’s annual stockholders meeting by following the provisions set forth in the By-laws, whose qualifications the Nominating and Corporate Governance Committee will consider. The Nominating and Corporate Governance Committee also may, but need not, retain a professional search firm in order to assist it in these efforts. The Nominating and Corporate Governance Committee and the Board utilize the same criteria for evaluating candidates regardless of the source of the referral.
Director Nomination and Search Process
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Director Nomination and Search Process
Mr. Foley was appointed to the Board in 2021 and has served as the Non-Executive Chairman of the Board since Alight completed the Business Combination (as defined below). As the Non-Executive Chair, Mr. Foley plays a lead role in advising the management team, including our Chief Executive Officer, and setting the agenda for the Board. His leadership and oversight have been critical to Alight’s strategic transformation efforts. Mr. Foley was a designee of the Sponsor Investors (as defined below) to the Board pursuant to our Investor Rights Agreement. The Nominating and Corporate Governance Committee has recommended Mr. Foley as a Company nominee for the Annual Meeting based on his previous leadership, experience, qualifications, and skills independent of any requirements under the Investor Rights Agreement. Ms. Nolan Mangini, appointed to the Board in January 2024, was recommended to the Nominating and Corporate Governance Committee by Stanford Women on Boards. The Nominating and Corporate Governance Committee also considered candidates proposed by a third-party search firm, which was engaged by the Nominating and Corporate Governance Committee to assist in the identification and recruitment of a new board member. After reviewing Ms. Nolan Mangini’s qualifications, meeting with her several times and discussing her potential nomination, the Nominating and Corporate Governance Committee voted unanimously to recommend Ms. Nolan Mangini to the Board. Members of the Board met with Ms. Nolan Mangini prior to appointing her as a member of the Board. The Nominating and Corporate Governance Committee has recommended Ms. Nolan Mangini as a Company nominee for the Annual Meeting based on her experience, qualifications, and skills independent of any requirements under the Investor Rights Agreement. Ms. Rushing, appointed to the Board in May 2024, was recommended to the Nominating and Corporate Governance Committee and appointed pursuant to the Cooperation Agreement (see the “Proposal No. 1: Election of Directors - Cooperation Agreement” section of this Proxy Statement). After reviewing Ms. Rushing’s qualifications, meeting with her several times and discussing her potential nomination, the Nominating and Corporate Governance Committee voted unanimously to recommend Ms. Rushing to the Board. The Nominating and Corporate Governance Committee has recommended Ms. Rushing as a nominee for the Annual Meeting based on her experience, qualifications, and skills independent of any requirements under the Cooperation Agreement. Ms. Williams, appointed to the Board in February 2023, was recommended to the Nominating and Corporate Governance Committee by one of our non-management directors. After reviewing Ms. Williams’ qualifications, meeting with her several times and discussing her potential nomination, the Nominating and Corporate Governance Committee voted unanimously to recommend Ms. Williams to the Board. Members of the Board met with Ms. Williams prior to appointing her as a member of the Board. Ms. Williams was originally a joint designee to the Board pursuant to our Investor Rights Agreement. The Nominating and Corporate Governance Committee has recommended Ms. Williams as a nominee for the Annual Meeting based on her experience, qualifications, and skills independent of any requirements under the Investor Rights Agreement.
Indemnification of Directors and Officers
Indemnification of Directors and Officers The By-laws provide that we will indemnify our directors and officers to the fullest extent permitted by the DGCL. In addition, the Certificate of Incorporation provides that our directors will not be liable for monetary damages for breach of fiduciary duty to the fullest extent permitted by the DGCL. There is no material pending litigation or proceeding naming any of Alight’s directors or officers for which indemnification is currently being sought, and we are not aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.
Compensation Philosophy and Objectives
| • | Attract, motivate, and retain high performing talent in a highly competitive market; |
Compensation Philosophy and Objectives
| • | Deliver competitive compensation for the achievement of annual and long-term results. |
Compensation Philosophy and Objectives
| • | Competitive Market Practice: providing total compensation opportunities that are competitive with peers to attract and retain executives with exceptional levels of experience, skills, and education; |
Compensation Philosophy and Objectives
| • | Stockholder Alignment: aligning executive incentives with the long-term interests of stockholders through equity-based compensation, “at-risk” compensation linked to challenging performance goals which promote long-term stockholder value, and stock ownership requirements; and |
Elements of Compensation
| COMPONENT | DESCRIPTION | | Base Salary | Base salary comprises the smallest component of our NEOs’ compensation. | | Variable Compensation Plan (“VCP”) | Awards under the VCP are annual incentives delivered in the form of cash and are predominantly tied to Company achievement of annual financial and non-financial objectives. • The VCP payout is based on Company financial performance – namely Adjusted EBITDA, which is then further adjusted to exclude the impact of certain other items determined by our Compensation Committee to arrive at the measure for VCP, and revenue. • The VCP payout based on Company financial performance is subject to an individual performance modifier based on individual objectives that may be either financial or non-financial and support our overall business strategy. | | Long-Term Incentives (“LTI”) | LTI comprises the majority of our NEOs’ compensation. • 50% of LTI is delivered in the form of performance-vested restricted stock units (“PRSUs”) that only vest at the end of the applicable performance period if the Company meets pre-determined performance criteria. These performance criteria can include strategic financial metrics tied to our long-term business plan. • 50% of LTI is delivered in the form of time-vested restricted stock units (“RSUs”) that typically vest over a three-year service period. |
Competitive Benchmarking
Competitive Benchmarking The Compensation Committee establishes the elements of compensation for our executives after a review of compensation market data from the peer group described below. The Compensation Committee reviews each element of compensation independently and in the aggregate to determine the right mix of elements, and associated amounts, for each executive that the Compensation Committee believes best helps further our goals of motivating and retaining our executives, achieving our strategic business plans, and enhancing total shareholder return.
Competitive Peer Group
Competitive Peer Group In determining the design and the amount of each element of compensation, the Compensation Committee, with the assistance of its independent compensation consultant, Mercer (US) Inc. (the “Compensation Consultant”), conducts a thorough annual review of competitive market information. The Compensation Committee reviews data from major published surveys and proxy information of peer companies in the professional services and technology-focused industry segments. The Compensation Committee, with assistance from its compensation consultant, developed a competitive peer group, which the Compensation Committee used to review executive compensation for 2023 (the “Peer Group”). The Peer Group consists of companies that reflect a mix of professional services and technology-focused companies that we compete with for executive talent with industry- specific knowledge and experience. The Peer Group also includes companies in the data processing and outsourcing services, application software and human resources and employment services sectors, as well as management and Board recommendations. Additionally, the Peer Group companies were selected to represent companies with median revenues of $3.7 billion and a median market capitalization of $6.83 billion. While the Compensation Committee uses peer group market data percentiles as reference points in setting executive compensation, it does not target specific benchmark percentiles for any element of compensation or total direct compensation for the executive officers. The following table sets forth the companies included in our Peer Group used to review executive compensation for 2023.
Competitive Peer Group
| | COMPETITIVE PEER GROUP | | | ASGN Incorporated | EPAM Systems, Inc. | TriNet Group, Inc. | | Black Knight, Inc. | ExlService Holdings Inc. | TTEC Holdings, Inc. | | Broadridge Financial Solutions | Genpact Limited | WEX Inc. | | CACI International, Inc. | HealthEquity, Inc. | WNS (Holdings) Ltd. | | Ceridian HCM Holding Inc. | Insperity, Inc. | | | Citrix Systems, Inc. | Paychex, Inc. | |
Variable Compensation Plan
Variable Compensation Plan The VCP provides our NEOs and other eligible employees an opportunity to share in the Company’s success by aligning annual incentive compensation with annual performance. The VCP encourages the achievement of our internal annual business goals and rewards attainment of those goals through funding of the Company-wide VCP bonus pool that was approved by the Compensation Committee at the start of the performance year. The bonus pool funding for target performance was determined after considering our financial results from the prior year and the annual operating budget for the performance year. The alignment of the VCP with our internal annual business goals is intended to motivate all participants to achieve and exceed our annual performance objectives which directly impacts the level of funding of the VCP bonus pool. To maintain alignment of pay and performance, the Compensation Committee may exercise discretion to determine the extent to which the VCP bonus pool is funded, as well as the amount of VCP payment received by each NEO. The table below describes the target VCP participation rate and potential VCP payout range for each named executive officer.
Variable Compensation Plan
| NAME | 2023 TARGET VCP PARTICIPATION RATE AS A PERCENTAGE OF BASE SALARY | POTENTIAL VCP PAYOUT RANGE AS A PERCENTAGE OF TARGET VCP PARTICIPATION RATE | | Stephan D. Scholl | 200% | 0-150% | | Katie J. Rooney | 100% | 0-150% | | Martin T. Felli | 75% | 0-150% | | Gregory A. George | 150% | 0-150% | | Gregory R. Goff | 75% | 0-150% | | Cesar Jelvez | 75% | 0-150% |
Variable Compensation Plan
VCP Financial Performance Measures Our priorities for Fiscal 2023 were to drive business growth and create stockholder value. Our 2023 performance measures for VCP payout determinations were Adjusted EBITDA and revenue. Adjusted EBITDA, a non-GAAP financial measure, is defined as earnings before interest, taxes, depreciation, and intangible amortization adjusted for the impact of certain non-cash and other items that we do not consider in the evaluation of ongoing operational performance. This result may then be further adjusted to exclude the impact of certain other items determined by the Compensation Committee. Revenues are principally derived from fees paid by clients for services. We used these two measures because we believe they are key drivers in increasing stockholder value and because every VCP participant can impact them in some way. Adjusted EBITDA is used as an indicator of our earnings performance. Revenues are used as an indicator of our growth. These measures may change from time to time based on business priorities. The Compensation Committee approved the minimum, target and maximum goals for each measure and the corresponding level of VCP bonus pool funding. The bonus percentage for threshold performance was 25% and maximum bonus percentage was 150% of the target participation rate.
Variable Compensation Plan
The table below shows the Fiscal 2023 total Company performance goals at target for each of our performance measures and the actual Fiscal 2023 achievement of those goals. Actual results for Adjusted EBITDA achieved the threshold goal and revenue performance goals failed to achieve the target goals, which resulted in 38% funding of the VCP bonus pool.
Long-Term Incentive Compensation
Long-Term Incentive Compensation The Compensation Committee believes a large part of an executive’s compensation should be linked to long-term stockholder value creation as an incentive for sustained, profitable growth. Therefore, our long-term incentive awards for our NEOs are in the form of equity awards, both performance and time-vested, and provide reward opportunities competitive with those offered by companies in the Peer Group for similar jobs. Consistent with the other elements of compensation, the Compensation Committee does not target specific benchmark percentiles for long-term incentive awards for our NEOs and uses a number of factors in establishing the long-term incentive award levels for each individual, including a review of each individual’s accumulated vested and unvested awards, the current and potential realizable value over time using stock appreciation assumptions, vesting schedules, comparison of individual awards between executives and in relation to other compensation elements, market data, stockholder dilution and accounting expense. Should we deliver against our long-term goals, the long-term equity incentive awards become a significant portion of the total compensation of each executive. For more information on the 2023 long-term equity grants, please see the 2023 Grants of Plan-Based Awards table included in this Proxy Statement. LTI Target Levels The LTI mix for our NEOs in 2023 was 50% RSUs and 50% PRSUs. The Compensation Committee chose this mix of equity-based awards to align the interests of NEOs to our stockholders. Restricted Stock Units RSUs granted in 2023 vest in three equal annual installments, subject to the continued employment of the applicable NEO. (See the table entitled “Outstanding Equity Awards at Fiscal 2023 Year-End” for details concerning the vesting schedule of the RSUs.) Performance-Vested RSUs PRSUs granted in 2023 vest based on the achievement of pre-determined performance goals over a three–year performance period. (See the table entitled “Outstanding Equity Awards at Fiscal 2023 Year-End” for details concerning the vesting criteria for the PRSUs.) The key features of the 2023 PRSUs are described below:
Long-Term Incentive Compensation
| • | PRSUs give the executive the right (subject to Compensation Committee discretion to reduce but not increase awards beyond the maximum opportunity) to vest in a number of RSUs based on achievement against performance goals over a three-year performance period. Actual shares that will vest, if any, will vary based on the achievement of the performance goals at the end of the three years. The three-year performance period was designed to discourage short-term risk taking and reinforce the link between the interests of our stockholders and our NEOs over the long term. |
Long-Term Incentive Compensation
| • | The number of PRSUs that will vest at the end of three years is based on the Company’s achievement of business process as a service (“BPaaS”) revenue and Adjusted EBITDA, as determined by the Compensation Committee and as measured on a cumulative basis over the three-year performance period covering Fiscal 2023 through fiscal year 2025. Each metric (BPaaS revenue and Adjusted EBITDA) is equally weighted at 50%, and the potential payout range as a percentage of the target award is 0% to 200%. |
Long-Term Incentive Compensation
| • | If earned at target, 100% of the PRSUs will vest at the end of the three-year performance period. |
Long-Term Incentive Compensation
The Board has the ability under our 2021 Omnibus Incentive Plan (the “2021 Plan”) to make adjustments in the method of calculating the attainment of performance goals for a performance period.
Long-Term Incentive Compensation
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Long-Term Incentive Compensation
2021 PRSU Performance Period Results In January 2024, the Compensation Committee reviewed performance for the January 1, 2021 to December 31, 2023 PRSU performance period. The Company’s performance against the Cumulative BPaaS Total Contract Value (“TCV”) Bookings performance metric resulted in the maximum number (250%) of target shares being earned. Shares earned under the 2021 PRSU awards are detailed as part of the Outstanding Equity Awards at Fiscal 2023 Year-End table included in this Proxy Statement.
Long-Term Incentive Compensation
| | TARGET | ACTUAL PERFORMANCE | ACHIEVEMENT (PERCENTAGE OF PRSUS EARNED) | | Cumulative BPaaS TCV Bookings ($B) | $1.5 | $2.2 | 250% |
2023 Special Long-Term Incentive Awards
2023 Special Long-Term Incentive Awards Based on the review of each NEO’s accumulated vested and unvested awards, the current and potential realizable value over time using stock appreciation assumptions, criticality of the executive’s role to executing the Company’s strategy, and retention risk, on March 10, 2023, the Compensation Committee awarded special retention RSU awards to Ms. Rooney with a grant value of $2,000,000 and Messrs. Goff and Jelvez each with a grant value of $1,000,000. For additional details about these long-term equity awards, please see the 2023 Grants of Plan-Based Awards table and Outstanding Equity Awards at Fiscal 2023 Year-End table included in this Proxy Statement. Long-Term Incentive Grant Practices We do not have any program, plan, or practice to time equity grants to take advantage of the release of material information. During Fiscal 2023, equity awards were granted in March to executive officers at one of our regularly scheduled Compensation Committee meetings.
Severance Arrangements
Severance Arrangements Our Board believes that severance arrangements are necessary to attract and retain the talent necessary for our long-term success. Our Board views our severance arrangements as recruitment and retention devices that help secure the continued employment and dedication of our named executive officers, including when we are considering strategic alternatives. Pursuant to Mr. Scholl’s and Ms. Rooney’s respective employment agreements (together, the “Employment Agreements”), Mr. Scholl and Ms. Rooney are each entitled to severance benefits if his or her employment is terminated by us without “cause” (as defined in the applicable employment agreement) or by the named executive officer for “good reason” (as defined in the applicable employment agreement). Each of our other named executive officers has entered into a severance letter agreement with us under which each such named executive officer is entitled to severance benefits if he or she is terminated by us without “cause” (as defined in the severance letter agreements) or by him or her for “good reason” (as defined in the severance letter agreements), as applicable. See “Potential Payments Upon Termination or Change in Control” below for further information regarding the severance arrangements of our named executive officers.
Severance Arrangements
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Employment Agreements
Employment Agreements On August 18, 2021, Alight Solutions LLC (“Alight Solutions”), a subsidiary of the Company, entered into (i) an amended and restated employment agreement with Stephan Scholl, the CEO of Alight Solutions and the Company (the “Scholl Agreement”) and (ii) an employment agreement with Katie Rooney, the Chief Financial Officer of Alight Solutions and the Company (the “Rooney Agreement”). The Scholl Agreement Under the terms of the Scholl Agreement, Mr. Scholl serves as our CEO. His initial term of employment will be five years from the effective date of the Scholl Agreement, which term will automatically extend for successive one-year periods unless either party provides written notice not to extend the term. Mr. Scholl receives a base salary of $800,000 per year, which may be increased (but not decreased) from time to time by the Board and is eligible to receive an annual bonus targeted at 200% of his base salary. The Scholl Agreement also provides that upon a “change in control” (as defined in the Scholl Agreement) of Alight Solutions, any initial equity-based incentive awards granted to Mr. Scholl in connection with the closing of the Company’s business combination on July 2, 2021 (the “Initial Grant”) will immediately vest in full, subject to Mr. Scholl’s continued employment on the date of such change in control. However, if Mr. Scholl’s employment is terminated by Alight Solutions without “cause” or by Mr. Scholl with “good reason” (as each term is defined in the Scholl Agreement), in either case, in the six-month period prior to a change in control, Mr. Scholl will be deemed employed as of the date of the change in control for purposes of vesting with respect to the Initial Grant. Pursuant to the Scholl Agreement, Mr. Scholl is also entitled to (i) reimbursement by Alight Solutions for costs associated with his use of private aviation for business related purposes, in an amount up to an annual average of $6,700 per hour for up to 200 flight hours per year, and (ii) travel first-class on any commercial flight for business purposes. For further information regarding private aviation, please refer to “Certain Relationships and Related-Person Transactions.” As more specifically described and set forth in the Scholl Agreement, Mr. Scholl is also eligible to receive severance benefits following certain terminations of his employment. Upon a termination of Mr. Scholl’s employment by us without “cause” or by Mr. Scholl for “good reason” (as each term is defined in the Scholl Agreement), Mr. Scholl will be entitled to receive the following payments and benefits, subject to his timely execution and non-revocation of a general release of claims: (i) a severance payment, payable in equal installments over 24 months following termination and equal to two times the sum of: (A) his annual base salary (at the highest rate in effect in the 6-month period preceding his termination date) and (B) his average annual bonus over the two most recent full completed fiscal years immediately preceding the fiscal year in which his termination date occurs (and if he was not employed by us for two full fiscal years immediately preceding the year in which his termination date occurs, the amount will be based on his average annualized bonus received in respect of the fiscal years in which he was actually employed); (ii) a pro-rata portion of his annual bonus for the year in which the termination occurs based on actual results for such year; (iii) continued participation in our group health plan for up to 12 months following his termination date; and (iv) access to outplacement services for the 12-month period following his termination date. The Rooney Agreement Under the terms of the Rooney Agreement, Ms. Rooney serves as our Chief Operating Officer. Her initial term of employment will be three years from the effective date of the Rooney Agreement, which term will automatically extend for successive one-year periods unless either party provides written notice not to extend the term. Ms. Rooney receives a base salary of $550,000 per year, which may be increased (but not decreased) from time to time by the Board and is eligible to receive an annual bonus targeted at 100% of her base salary. As more specifically described and set forth in the Rooney Agreement, Ms. Rooney is also eligible to receive severance benefits following certain terminations of her employment. Upon a termination of Ms. Rooney’s employment by us without “cause” or by
Employment Agreements
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Employment Agreements
| | 57 |
Employment Agreements
Ms. Rooney for “good reason” (as each term is defined in the Rooney Agreement), Ms. Rooney will be entitled to receive the following payments and benefits, subject to her timely execution and non-revocation of a general release of claims: (i) a severance payment, payable in equal installments over 24 months following termination and equal to two times the sum of: (A) her annual base salary (as in effect immediately prior to her termination date or immediately prior to any reduction if her termination is due to a reduction in base salary) and (B) her average annual bonus over the two most recent full completed fiscal years immediately preceding the fiscal year in which her termination date occurs; (ii) continued participation in our group health plan for up to 12 months following her termination date; and (iii) access to outplacement services for the 12-month period following her termination date. The Employment Agreements also subject Mr. Scholl and Ms. Rooney to certain restrictive covenants, including confidentiality of information, non-competition, non-solicitation, and non-disparagement. The confidentiality and non-disparagement covenants have an indefinite term, and the non-competition and non-solicitation covenants each have terms effective both during the term of Mr. Scholl’s and Ms. Rooney’s employment and for two years following any termination of employment.
Summary Compensation Table
Summary Compensation Table The following table provides compensation information for our Fiscal 2023 NEOs. The table also shows compensation information for fiscal years 2022 and 2021 for current NEOs who were also NEOs during either of those years. The sum and/or computation of individual numerical amounts disclosed in the following tables and related footnotes may not equal the total due to rounding.
Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus(1) | Stock Awards(2) | Non-Equity Incentive Plan Compensation(3) | All Other Compensation(4) | Total | | Stephan D. Scholl | | | | | | | | | Chief Executive Officer | 2023 | $800,000 | — | $6,599,992 | $516,800 | $36,545 | $7,953,337 | | | 2022 | $800,000 | — | $5,000,000 | $1,440,000 | $25,024 | $7,265,024 | | | 2021 | $800,000 | — | $53,059,986 | $1,600,000 | $25,858 | $55,485,844 | | Katie J. Rooney | | | | | | | | | Global Chief Financial Officer and Chief Operating Officer | 2023 | $521,402 | — | $3,529,992 | $177,650 | $30,820 | $4,259,864 | | | 2022 | $500,000 | — | $1,900,000 | $450,000 | $23,334 | $2,873,334 | | | 2021 | $500,000 | — | $22,505,156 | $500,000 | $19,887 | $23,525,043 | | Martin T. Felli | | | | | | | | | Chief Legal Officer and Corporate Secretary | 2023 | $440,625 | | $2,699,996 | $106,623 | $10,530 | $3,257,774 | | Gregory A. George | | | | | | | | | Chief Commercial Officer, North America | 2023 | $289,773 | $858,632 | $5,499,977 | $141,368 | $1,274 | $6,791,024 | | Gregory R. Goff | | | | | | | | | Chief Technology and Delivery Officer | 2023 | $475,000 | — | $2,502,985 | $115,069 | $50,190 | $3,143,244 | | | 2022 | $468,750 | — | $2,000,000 | $320,625 | $28,552 | $2,817,927 | | | 2021 | $450,000 | — | $7,896,284 | $337,500 | $13,260 | $8,697,045 | | Cesar Jelvez | | | | | | | | | Former Chief Professional & Global Payroll Officer | 2023 | $273,515 | — | $5,784,808 | — | $263,767 | $6,322,090 | | | 2022 | $475,000 | — | $1,900,000 | $320,625 | $24,455 | $2,720,080 | | | 2021 | $475,000 | — | $8,178,149 | $356,250 | $12,852 | $9,022,252 |
Summary Compensation Table
(1) Amount reflects a $500,000 sign-on bonus and a $358,632 approved incremental bonus to approximate a full year VCP payout for Mr. George (see “Variable Compensation Plan – Actual VCP Awards” for more details). (2) Amounts reflect the aggregate grant date fair value of RSU and PRSU awards. If maximum performance conditions are achieved over the entire three-year period, the grant date fair values for the PRSUs granted in Fiscal 2023 would be: Mr. Scholl, $6,600,000; Ms. Rooney, $1,530,000; Mr. Felli, $2,700,000; Mr. George, $5,000,000; Mr. Goff, $1,503,000; and Mr. Jelvez $1,503,000. Additionally, in accordance with a General Release between the Company and Mr. Jelvez, he received pro-rata vesting of his 2021 RSUs and vesting of his 2021 PRSUs based on target performance. Amount includes the incremental fair value of these awards attributable to the approved continued vesting of these awards as of Mr. Jelvez’s separation date. For a description of the assumptions used to determine the compensation cost of our awards, see the notes to our audited consolidated financial statements. (3) Amounts reflect cash incentive amounts earned by the executives under our VCP. (4) Amounts shown in the All Other Compensation column for Fiscal 2023 are detailed in the table below (see “—Compensation Discussion and Analysis” for more details on the items in the table below):
Summary Compensation Table
| Name | Life Insurance(a) | 401(k) Plan Match(b) | Executive Physical(c) | Tax Payments(d) | Other Payments(e) | Severance(f) | Total | | Stephan D. Scholl | $3,494 | $7,625 | $5,386 | $4,284 | $15,756 | — | $36,545 | | Katie J. Rooney | $1,044 | $20,525 | $5,419 | $2,239 | $1,593 | — | $30,820 | | Martin T. Felli | $2,678 | — | $5,665 | $2,187 | — | — | $10,530 | | Gregory A. George | $1,274 | — | — | — | — | — | $1,274 | | Gregory R. Goff | $1,972 | $20,525 | $6,083 | $1,958 | $19,652 | — | $50,190 | | Cesar Jelvez | $958 | $20,418 | $2,001 | $5,391 | $37,082 | $197,917 | $263,767 |
Summary Compensation Table
(a) Amounts reflect imputed income for insurance. (b) Amounts reflect company matching contributions under our 401(k) Plan. (c) Amounts reflect amounts for participation in the voluntary executive physical program. (d) Amounts reflect tax payments to Messrs. Scholl, Felli, Goff, and Jelvez and Ms. Rooney for the executive physical program, and tax payment to Mr. Jelvez related to the reimbursement of the cost for his spouse to accompany him on a business trip. (e) Amounts reflect imputed income for attendance at Alight’s top sales leader annual recognition event for Messrs. Scholl ($15,756), Goff ($19,652), and Jelvez ($22,335), tax receivable agreement payment to Ms. Rooney, and reimbursement to Mr. Jelvez for the cost for his spouse to accompany him on a business trip ($14,747). (f) Amounts reflect severance benefits in connection with Mr. Jelvez’s separation from the Company.
Summary Compensation Table
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Summary Compensation Table
| | 59 |
2023 Grants of Plan-Based Awards
2023 Grants of Plan-Based Awards The following table sets forth summary information regarding all grants of plan-based awards made to our NEOs during Fiscal 2023. The sum and/or computation of individual numerical amounts disclosed in the following tables and related footnotes may not equal the total due to rounding.
2023 Grants of Plan-Based Awards
| | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS(3) (#) | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING (#) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS(4) ($) | | NAME | GRANT DATE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | | Stephan D. Scholl | | | | | | | | | | | | | N/A | $400,000 | $1,600,000 | $3,200,000 | | | | | | | | | 3/10/2023 | | | | — | 372,460 | 744,920 | | | $3,299,996 | | | 3/10/2023 | | | | — | | | 372,460 | | $3,299,996 | | Katie J. Rooney | | | | | | | | | | | | | N/A | $137,500 | $550,000 | $1,100,000 | | | | | | | | | 3/10/2023 | | | | — | 86,343 | 172,686 | | | $764,999 | | | 3/10/2023 | | | | | | | 86,343 | | $764,999 | | | 3/10/2023(5) | | | | | | | 225,733 | | $1,999,994 | | Martin T. Felli | | | | | | | | | | | | | N/A | $82,526 | $330,103 | $660,205 | | | | | | | | | 3/10/2023 | | | | — | 152,370 | 304,740 | | | $1,349,998 | | | 3/10/2023 | | | | | | | 152,370 | | $1,349,998 | | Gregory A. George | | | | | | | | | | | | | N/A | $109,418 | $437,671 | $875,342 | | | | | | | | | 6/02/2023 | | | | — | 281,848 | 563,696 | | | $2,499,992 | | | 6/02/2023 | | | | | | | 281,848 | | $2,499,992 | | | 6/02/2023 | | | | | | | 56,369 | | $499,993 | | Gregory R. Goff | | | | | | | | | | | | | N/A | $89,063 | $356,250 | $712,500 | | | | | | | | | 3/10/2023 | | | | — | 84,819 | 169,638 | | | $751,496 | | | 3/10/2023 | | | | | | | 84,819 | | $751,496 | | | 3/10/2023(5) | | | | | | | 112,866 | | $999,993 | | Cesar Jelvez | | | | | | | | | | | | | N/A | $89,063 | $356,250 | $712,500 | | | | | | | | | 3/10/2023 | | | | — | 84,819 | 169,638 | | | $751,496 | | | 3/10/2023 | | | | | | | 84,819 | | $751,496 | | | 3/10/2023(5) | | | | | | | 112,866 | | $999,993 |
2023 Grants of Plan-Based Awards
(1) The amounts reported for each named executive officer represent the estimated potential payments levels for Fiscal 2023 performance period under the VCP, further described under “—Compensation Discussion and Analysis”. The potential payouts were performance-based and, therefore, were completely at risk. The potential threshold, target, and maximum payment amounts assume achievement of 25%, 100%, and 200%, respectively. For executives eligible to receive a bonus under the VCP, the amount earned is reported in the Summary Compensation Table under the column entitled “Non-Equity Incentive Plan Compensation.” Mr. Jelvez separated from the Company effective July 27, 2023 and was not eligible for a VCP payout for Fiscal 2023. (2) For each executive, the amounts shown in these columns reflect, in shares, the target and maximum amounts for PRSUs subject to a three-year performance period beginning in Fiscal 2023 that is further described under “—Compensation Discussion and Analysis.” The potential awards are performance-based and, therefore, completely at risk. Mr. Jelvez forfeited his PRSUs as of his separation date. (3) Reflects time-vested RSUs granted in Fiscal 2023 under the 2021 Plan. Please see footnotes in the table entitled “Outstanding Equity Awards at Fiscal 2023 Year-End” for details concerning the RSUs’ vesting schedule. Mr. Jelvez forfeited his time-vested RSUs as of his separation date. (4) The value of a RSU or PRSU award is based on the fair value as of the grant date of such award determined in accordance with FASB ASC 718. Please refer to the notes to our audited consolidated financial statements included in our Annual Report for the relevant assumptions used to determine the valuation of our awards. (5) Reflects one-time retention RSU awards to Ms. Rooney and Messrs. Goff and Jelvez. Please refer to “Compensation Discussion and Analysis—Overview of 2023 Compensation—Long-Term Incentive Compensation—2023 Special Long-Term Incentive Awards”.
2023 Grants of Plan-Based Awards
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Outstanding Equity Awards at Fiscal 2023 Year-End
Outstanding Equity Awards at Fiscal 2023 Year-End The following table provides information regarding outstanding equity awards made to our NEOs as of December 31, 2023.
Outstanding Equity Awards at Fiscal 2023 Year-End
| | | STOCK AWARDS | | | | | | | | | | | | NAME | YEAR | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED | | Stephan D. Scholl | | (#)(1) | ($)(2) | (#) | ($)(2) | | | 2023 | 372,460(a) | $3,177,084 | | | | | 2023 | | | 372,460(3) | $3,177,084 | | | 2022 | 182,950(e) | $1,560,564 | | | | | 2022 | | | 274,424(3) | $2,340,837 | | | 2021 | 4,800,000(3) | $40,944,000 | | | | | 2020 | | | 335,930(4) | $2,865,483 | | | 2020 | | | 162,590(5) | $1,386,893 | | Katie J. Rooney | | | | | | | | 2023 | 86,343(a) | $736,506 | | | | | 2023 | 225,733(b) | $1,925,502 | | | | | 2023 | | | 86,343(3) | $736,506 | | | 2022 | 69,521(e) | $593,014 | | | | | 2022 | | | 104,281(3) | $889,517 | | | 2021 | 937,500(3) | $7,996,875 | | | | | 2017 | | | 638,014(4) | $5,442,259 | | | 2017 | | | 76,223(5) | $650,182 | | Martin T. Felli | | | | | | | | 2023 | 152,370(a) | $1,299,716 | | | | | 2023 | | | 152,370(3) | $1,299,716 | | Gregory A. George | | | | | | | | 2023 | 281,848(c) | $2,404,163 | | | | | 2023 | | | 281,848(3) | $2,404,163 | | | 2023 | 56,369(d) | $480,828 | | | | Gregory R. Goff | | | | | | | | 2023 | 84,819(a) | $723,506 | | | | | 2023 | 112,866(c) | $962,747 | | | | | 2023 | | | 84,819(3) | $723,506 | | | 2022 | 73,180(e) | $624,225 | | | | | 2022 | | | 109,769(3) | $936,330 | | | 2021 | 675,000(3) | $5,757,750 | | | | | 2020 | | | 78,405(4) | $668,795 | | | 2020 | | | 39,927(5) | $340,577 | | Cesar Jelvez | | | | | | | | 2021 | 285,000(3) | $2,431,050 | | | | | 2020 | | | 71,277(4) | $607,993 | | | 2020 | | | 36,297(5) | $309,613 |
Outstanding Equity Awards at Fiscal 2023 Year-End
(1) RSUs granted as part of annual equity awards vest ratably over a three-year period. The vesting schedule for unvested outstanding stock awards generally depends upon continued employment through the applicable vesting date. Other circumstances under which such awards will vest are described in the section entitled “Potential Payments Upon a Termination or Change in Control.” (a) 2023 grant RSUs vest 33% on each of March 10, 2024, March 10, 2025, and March 10, 2026.
Outstanding Equity Awards at Fiscal 2023 Year-End
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Outstanding Equity Awards at Fiscal 2023 Year-End
| | 61 |
Outstanding Equity Awards at Fiscal 2023 Year-End
(b) 2023 one-time RSUs awarded to Ms. Rooney and Mr. Goff vest on August 10, 2025. (c) 2023 grant RSUs awarded to Mr. George upon joining the Company vest 33% on each of June 2, 2024, June 2, 2025, and June 2, 2026. (d) 2023 one-time RSUs awarded to Mr. George vest on June 2, 2024. (e) 2022 grant RSUs vest 33% on each of March 10, 2023, March 10, 2024, and March 10, 2025. (2) Represents the number of stock awards multiplied by $8.53, the closing stock price as of December 29, 2023. (3) Represents the target number of shares that may be earned under the PRSU award program (see “Compensation Discussion and Analysis” for more details) that vest at the end of a three-year performance period, subject to certification of performance results in the first quarter following the completed performance period. If maximum performance conditions are achieved over the entire three-year period for the 2023 PRSUs, the maximum number of shares earned would be: Mr. Scholl, 744,920; Ms. Rooney, 172,686; Mr. Felli, 304,740; Mr. George, 563,696; and Mr. Goff, 169,638. If maximum performance conditions are achieved over the entire three-year period for the 2022 PRSUs, the maximum number of shares earned would be: Mr. Scholl, 548,848; Ms. Rooney, 208,562; and Mr. Goff, 219,538. 2023 and 2022 grant performance-based RSUs cliff vest on March 1, 2026 and March 1, 2025, respectively. The 2021 PRSUs subsequently vested on January 16, 2024 at the maximum level of performance resulting in 250% of target shares for Messrs. Scholl and Goff and Ms. Rooney. With respect to the 2021 PRSUs granted to Mr. Jelvez, performance was deemed achieved at 100% of target as approved by the Committee in connection with his separation from the Company. (4) Reflects restricted shares of Company Class A common stock that will vest based on achievement of certain transfer, voting, vesting and other restrictions applicable to “Restricted Stock,” as set forth in the issuer’s 2021 Omnibus Incentive Plan or if earlier, on July 2, 2024. Mr. Jelvez’s restricted shares of Company Class A common stock remained subject to the vesting conditions for six months following his separation from the Company and were forfeited on January 27, 2024. As of December 31, 2023, vesting conditions had been met for 638,015 of Ms. Rooney’s restricted shares of Company Class A common stock to vest. Vesting conditions for the remaining outstanding restricted shares had not been achieved. (5) Reflects restricted shares of Company Class B-1 and Class B-2 common stock that vest based on achievement of certain transfer, voting, vesting and other restrictions applicable to “Restricted Stock,” as set forth in the issuer’s 2021 Omnibus Incentive Plan. If any unvested shares do not vest on or before July 2, 2028, such shares will be automatically forfeited and canceled for no consideration. Mr. Jelvez’s restricted shares of Company Class B-1 and Class B-2 common stock remained subject to the vesting conditions for six months following his separation from the Company and were forfeited on January 27, 2024. As of December 31, 2023, the vesting conditions had not been achieved.
2023 Option Exercises and Stock Vested
2023 Option Exercises and Stock Vested The following table includes certain information with respect to shares acquired on the vesting of stock awards for each of our NEOs during Fiscal 2023. None of our NEOs hold options or similar instruments.
2023 Option Exercises and Stock Vested
| NAME | # OF SHARES OR UNITS ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($)(1) | | Stephan D. Scholl | 731,474 | $6,269,660 | | Katie J. Rooney | 797,775 | $6,580,426 | | Martin T. Felli | 0 | $0 | | Gregory A. George | 0 | $0 | | Gregory R. Goff | 126,589 | $1,091,879 | | Cesar Jelvez | 90,198 | $780,860 |
2023 Option Exercises and Stock Vested
(1) Value realized calculated by multiplying the number of vested RSUs by the closing stock price on the vesting date or the last preceding trading day when the vesting date is a non-trading day (December 31, 2023).
Non-Qualified Deferred Compensation
Non-Qualified Deferred Compensation The following table sets forth information concerning our Deferred Compensation Plan and the Supplemental Savings Plan for each of our NEOs during Fiscal 2023.
Non-Qualified Deferred Compensation
| NAME(1) | EXECUTIVE CONTRIBUTIONS IN LAST FY | REGISTRANT CONTRIBUTIONS IN LAST FY | AGGREGATE EARNINGS (LOSSES) IN LAST FY(2) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS | AGGREGATE BALANCE AT LAST FYE(3) | | Stephan D. Scholl | — | — | — | — | — | | Katie J. Rooney | — | — | — | — | — | | Supplemental Savings Plan | — | — | $7,105 | — | $51,691 | | Deferred Compensation Plan | — | — | $1,319 | — | $23,304 | | Martin T. Felli | — | — | — | — | — | | Gregory A. George | — | — | — | — | — | | Gregory R. Goff | — | — | — | — | — | | Cesar Jelvez | — | — | — | — | — |
Non-Qualified Deferred Compensation
(1) None of Messrs. Scholl, Felli, George, Goff or Jelvez participate in the Deferred Compensation Plan or the Supplemental Savings Plans as these plans are legacy nonqualified deferred compensation plans which were open only to participants who participated in similar plans at Aon prior to our separation from Aon and are now frozen. (2) Amounts reported represent investment earnings (losses) during 2023. No portion of any earnings would be considered above-market or preferential and, accordingly, no earnings are reflected under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table above. (3) No amount reported in the “Aggregate Balance at Last FYE” column was reported as compensation in the Summary Compensation Table in prior years.
Non-Qualified Deferred Compensation
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Pay Ratio Information
Pay Ratio Information The annual total compensation of Mr. Scholl, our CEO, was $7,953,337 in Fiscal 2023, as reflected in the Summary Compensation Table. Based on reasonable estimates, the median annual total compensation of all employees of the company and its consolidated subsidiaries, excluding our CEO, was $51,702 for Fiscal 2023. Accordingly, for Fiscal 2023, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all of our employees and our consolidated subsidiaries’ other employees was 154 to 1. We identified our median employee based on all taxable wages earned in Fiscal 2023 by each individual who we employed on December 31, 2023. We also converted all relevant employee compensation, on a country-by-country basis, to U.S. Dollars based on the applicable year-end exchange rate. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices, the CEO pay ratio disclosed above may not be comparable to the pay ratio reported by other companies, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratio.
Potential Payments Upon a Termination or Change in Control
Potential Payments Upon a Termination or Change in Control The following table describes the potential payments and benefits that would have been payable to our NEOs under existing plans and contractual arrangements assuming (1) a termination of employment and/or (2) a “Sale of the Company” (as defined in the amended and restated limited liability company agreement of Alight and referred to herein as a “change in control” or a “CIC”) occurred on December 29, 2023, the last business day of our last completed fiscal year.
Potential Payments Upon a Termination or Change in Control
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Potential Payments Upon a Termination or Change in Control
| | 63 |
Potential Payments Upon a Termination or Change in Control
The amounts shown in the table do not include payments and benefits to the extent they are provided generally to all salaried employees upon termination of employment and do not discriminate in scope, terms, or operation in favor of the NEOs. These include distributions of previously vested plan balances under our 401(k) Plan, the Deferred Compensation Plan, and the Supplemental Savings Plan. Furthermore, the amounts shown in the table do not include amounts that may have been payable to a named executive officer upon the sale or purchase of his or her vested equity pursuant to the exercise of call rights. As previously disclosed, Mr. Jelvez separated from the Company effective July 27, 2023, with his severance arrangement disclosed above under “—Separation Arrangement for Mr. Jelvez”.
Potential Payments Upon a Termination or Change in Control
| TERMINATION BY THE COMPANY WITHOUT CAUSE, OR BY EXECUTIVE WITH GOOD REASON | STEPHAN D. SCHOLL | KATIE J. ROONEY | MARTIN T. FELLI | GREGORY A. GEORGE | GREGORY R. GOFF | | Severance Payments(1) | $5,156,800 | $2,050,000 | $450,000 | $500,000 | $475,000 | | Health Plan Continuation(2) | $17,043 | $18,035 | $16,893 | $17,043 | $18,035 | | Outplacement Benefits(3) | $50,000 | $50,000 | $50,000 | $50,000 | $50,000 | | Time-vested RSU Acceleration | $— | $— | $— | $— | $— | | Performance-vested RSU Acceleration | $— | $— | $— | $— | $— | | TOTAL | $5,223,843 | $2,118,035 | $516,893 | $567,043 | $543,035 |
Potential Payments Upon a Termination or Change in Control
(1) Amounts reported reflect a cash severance payment which includes the following:
Potential Payments Upon a Termination or Change in Control
| • | Mr. Scholl—two times the sum of his annual base salary ($800,000) and his average 2021 and 2022 annual cash incentive award ($1,520,000) plus his actual annual cash incentive award for 2023 ($516,800); |
Potential Payments Upon a Termination or Change in Control
| • | Ms. Rooney—two times the sum of her annual base salary ($550,000) and her average 2021 and 2022 annual cash incentive award ($475,000); |
Potential Payments Upon a Termination or Change in Control
| • | Messrs. George, Felli, and Goff—one times annual base salary for each. |
Potential Payments Upon a Termination or Change in Control
(2) Amounts reported reflect the cost of providing the executive officer with continued medical, dental and life insurance coverage as enrolled at the time of his or her termination for a period of twelve months assuming 2024 rates. (3) Amounts reported reflect the maximum potential costs of outplacement services for each executive assuming 2024 rates.
Potential Payments Upon a Termination or Change in Control
| CIC WITHOUT TERMINATION | STEPHAN D. SCHOLL | KATIE J. ROONEY | MARTIN T. FELLI | GREGORY A. GEORGE | GREGORY R. GOFF | | Severance Payments | $— | $— | $— | $— | $— | | Health Plan Continuation | $— | $— | $— | $— | $— | | Outplacement Benefits | $— | $— | $— | $— | $— | | Time-vested RSU Acceleration | $— | $— | $— | $— | $— | | Performance-vested RSU Acceleration(1) | $15,744,000 | $— | $— | $— | $— | | Restricted Shares of Class A Common Stock Acceleration(2) | $— | $5,442,259 | $— | $— | $— | | TOTAL | $15,744,000 | $5,442,259 | $— | $— | $— |
Potential Payments Upon a Termination or Change in Control
(1) Amounts reported for Mr. Scholl reflect accelerated vesting of his initial equity-based incentive awards in connection with the closing of the Company’s business combination on July 2, 2021. For purposes of valuing the portion of Mr. Scholl’s performance- vested RSUs that will accelerate and vest upon a change in control without termination on December 29, 2023, we have assumed that the performance-vested RSUs will vest, with the performance metrics being achieved at 100% of target performance as of the change in control. This assumption, however, should not be interpreted as our expectation of future performance. No amounts are reported for Ms. Rooney, Mr. George, Mr. Felli or Mr. Goff as their individual award agreements provide for accelerated vesting of all outstanding time-vested RSUs and performance-vested RSUs only upon a change in control with termination. (2) Amounts reported for Ms. Rooney assume a change in control would have resulted in Blackstone receiving cash proceeds in respect of its Class A-1 Units of Alight such that Ms. Rooney’s remaining restricted shares of Class A common stock would have vested. As of December 29, 2023, the equity value of Alight had not appreciated to a level that would have resulted in the vesting of each of Messrs. Scholl and Goff’s restricted shares of Class A common stock. Therefore, no amounts are reported for Messrs. Scholl or Goff.
Potential Payments Upon a Termination or Change in Control
| CIC WITH TERMINATION | STEPHAN D. SCHOLL | KATIE J. ROONEY | MARTIN T. FELLI | GREGORY A. GEORGE | GREGORY R. GOFF | | Severance Payments(1) | $5,156,800 | $2,050,000 | $787,500 | $1,250,000 | $831,250 | | Health Plan Continuation(2) | $17,043 | $18,035 | $16,893 | $17,043 | $18,035 | | Outplacement Benefits(3) | $50,000 | $50,000 | $50,000 | $50,000 | $50,000 | | Time-vested RSU Acceleration(4) | $4,554,362 | $3,129,095 | $1,249,434 | $2,773,379 | $2,221,093 | | Performance-vested RSU Acceleration(4) | $21,049,449 | $4,638,117 | $1,249,434 | $2,311,154 | $3,809,622 | | Restricted Shares of Class A Common Stock Acceleration(5) | $— | $5,442,259 | $— | $— | $— | | TOTAL | $30,826,654 | $15,327,506 | $3,353,261 | $6,401,576 | $6,930,000 |
Potential Payments Upon a Termination or Change in Control
(1) Amounts reported reflect a cash severance payment which includes the following:
Potential Payments Upon a Termination or Change in Control
| • | Mr. Scholl—two times the sum of his annual base salary ($800,000) and his average 2021 and 2022 annual cash incentive award ($1,520,000) plus his actual annual cash incentive award for 2023 ($516,800); |
Potential Payments Upon a Termination or Change in Control
| • | Ms. Rooney—two times the sum of her annual base salary ($550,000) and her average 2021 and 2022 annual cash incentive award ($475,000); |
Potential Payments Upon a Termination or Change in Control
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Potential Payments Upon a Termination or Change in Control
| • | Mr. George—his annual base salary ($500,000) and his target annual cash incentive opportunity ($750,000); |
Potential Payments Upon a Termination or Change in Control
| • | Mr. Felli—his annual base salary ($450,000) and his target annual cash incentive opportunity ($337,500); and |
Potential Payments Upon a Termination or Change in Control
| • | Mr. Goff—his annual base salary ($475,000) and his target annual cash incentive opportunity ($356,250). |
Potential Payments Upon a Termination or Change in Control
(2) Amounts reported reflect the cost of providing the executive officer with continued medical, dental and life insurance coverage as enrolled at the time of his or her termination for a period of twelve months assuming 2024 rates. (3) Amounts reported reflect the maximum potential costs of outplacement services for each executive assuming 2024 rates. (4) Amounts reported reflect accelerated vesting of all outstanding time-vested RSUs and performance-vested RSUs, with the performance-vested RSUs deemed achieved at 100% of target in the event the named executive officer experiences a termination of employment by the Company or any subsidiary without cause or by the named executive officer for good reason on or within the six months prior to, or within the 18 months following, a change in control. (5) Amounts reported for Ms. Rooney assume a change in control would have resulted in Blackstone receiving cash proceeds in respect of its Class A-1 Units of Alight such that Ms. Rooney’s remaining restricted shares of Class A common stock would have vested. As of December 31, 2023, the equity value of Alight had not appreciated to a level that would have resulted in the vesting of each of Messrs. Scholl’s and Goff’s restricted shares of Class A common stock. Therefore, no amounts are reported for Messrs. Scholl or Goff.
Potential Payments Upon a Termination or Change in Control
| DEATH | STEPHAN D. SCHOLL | KATIE J. ROONEY | MARTIN T. FELLI | GREGORY A. GEORGE | GREGORY R. GOFF | | Severance Payments(1) | $1,600,000 | $550,000 | $337,500 | $750,000 | $356,250 | | Health Plan Continuation | $— | $— | $— | $— | $— | | Outplacement Benefits | $— | $— | $— | $— | $— | | Time-vested RSU Acceleration(2) | $1,438,739 | $926,018 | $338,890 | $539,478 | $683,814 | | Performance-vested RSU Acceleration(3) | $21,048,449 | $4,638,117 | $1,249,434 | $2,311,154 | $3,809,622 | | TOTAL | $24,087,188 | $6,114,135 | $1,925,824 | $3,600,632 | $4,849,686 |
Potential Payments Upon a Termination or Change in Control
(1) Amounts reported for each named executive officer reflect a full year VCP bonus at target performance in the event of death of the named executive officer. In addition to amounts reported in the table above in the event of death of a named executive officer, each named executive officer will receive benefits from third-party payors under our employer-paid premium life insurance plans. All of our executives are eligible for two times annual base salary at death (up to $5,000,000). Therefore, if such benefits were triggered for the named executive officers on December 31, 2023 under our life insurance plans, the legally designated beneficiary(ies) of each named executive officer would have received the following amounts: Mr. Scholl, $1,600,000; Ms. Rooney, $1,100,000; Mr. George, $1,000,000, Mr. Felli, $900,000; and Mr. Goff, $950,000. (2) Amounts reported reflect accelerated vesting of one-third of the outstanding time-vested RSUs, pro-rated for the number of days of active service between the last vesting date and the next vesting date, in the event of death of the named executive officer. (3) Amounts reported reflect accelerated vesting of all outstanding performance-vested RSUs with performance deemed achieved at 100% of target in the event of death of the named executive officer.
Potential Payments Upon a Termination or Change in Control
| DISABILITY | STEPHAN D. SCHOLL | KATIE J. ROONEY | MARTIN T. FELLI | GREGORY A. GEORGE | GREGORY R. GOFF | | Severance Payments(1) | $1,600,000 | $550,000 | $337,500 | $750,000 | $356,250 | | Health Plan Continuation | $— | $— | $— | $— | $— | | Outplacement Benefits | $— | $— | $— | $— | $— | | Time-vested RSU Acceleration(2) | $1,438,739 | $926,018 | $338,890 | $539,478 | $683,814 | | Performance-vested RSU Acceleration(3) | $18,259,940 | $3,880,330 | $416,093 | $769,677 | $3,045,144 | | TOTAL | $21,298,679 | $5,356,348 | $1,092,483 | $2,059,155 | $4,085,208 |
Potential Payments Upon a Termination or Change in Control
(1) Amounts reported for each named executive officer reflect a full year VCP bonus at target performance in the event of the disability of the named executive officer. (2) Amounts reported reflect accelerated vesting of one-third of the outstanding time-vested RSUs, pro-rated for the number of days of active service between the last vesting date and the next vesting date, in the event of disability of the named executive officer. (3) Upon the named executive officer’s termination due to disability, a portion of the named executive officer’s performance-vested RSUs will remain outstanding and eligible to vest on the certification date following the end of the applicable performance period, subject to the achievement of the applicable performance metrics. The portion of the performance-vested RSUs that become vested and earned will be pro-rated for the number of days during the applicable performance period in which that the named executive officer was in active service. For purposes of valuing the portion of the named executive officer’s performance-vested RSUs that will remain outstanding and eligible to vest upon a termination due to disability on December 31, 2023, we have assumed the performance metrics being achieved at 100% of target performance at the end of the performance period. This assumption, however, should not be interpreted as our expectation of future performance.
Potential Payments Upon a Termination or Change in Control
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Potential Payments Upon a Termination or Change in Control
| | 65 |
Pay Versus Performance
Pay Versus Performance The following table sets forth information concerning: (1) the compensation of our CEO (Mr. Scholl) and the average compensation for our other named executive officers, both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under SEC rules, for each of the fiscal years ended December 31, 2021, 2022 and 2023 and ( 2 ) and our cumulative total shareholder return (“TSR”), the cumulative TSR of our comparator group (“Comparator Group TSR”), Net Income and Adjusted EBITDA over such years in accordance with SEC rules performance for each such fiscal year:
Pay Versus Performance
| | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | | Year | Summary Compensation Table Total for Mr. Scholl ($) | Compensation Actually Paid to Mr. Scholl ($) (1) | Average Summary Compensation Table Total for Non-CEO NEOs ($) (2) | Average Compensation Actually Paid to Non-CEO NEOs ($) (1)(2) | Total Shareholder Return ($) | Russell 2000 Total Shareholder Return ($) (3) | Net Income (millions) | | Adjusted EBITDA (millions) (4) | | 2023 | $7,953,337 | $9,754,649 | $4,754,799 | $2,751,538 | $94.46 | $92.32 | ($ | 362) | $739 | | 2022 | $7,265,024 | $18,305,624 | $2,769,614 | $3,490,422 | $92.58 | $78.95 | ($ | 72) | $659 | | 2021 | $55,485,844 | $48,105,926 | $13,995,216 | $8,468,757 | $119.71 | $99.23 | ($ | 73) | $621 |
Pay Versus Performance
(1) The following individuals are our other named executive officers for each fiscal year:
Pay Versus Performance
| Year | CEO | Non-CEO NEOs | | 2023 | Stephan D. Scholl | Katie J. Rooney, Gregory A. George, Martin T. Felli, Gregory R. Goff, Cesar Jelvez | | 2022 | Stephan D. Scholl | Katie J. Rooney, Gregory R. Goff, Cesar Jelvez, Dinesh V. Tulsiani | | 2021 | Stephan D. Scholl | Katie J. Rooney, Gregory R. Goff, Cesar Jelvez, Cathinka E. Wahlstrom, Colin F. Brennan |
Pay Versus Performance
(2) Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, adjusted as follows:
Pay Versus Performance
| | 2023 | | | Adjustments | Mr. Scholl | Average non-CEO NEOs | | Subtract: Reported value under the “Stock Awards” columns in the Summary Compensation Table for applicable FY | $(6,599,991) | $(4,003,552) | | Add: Fair value of unvested awards granted during applicable FY end | $6,989,584 | $2,945,928 | | Add: Fair value of awards granted during applicable FY that vested during applicable FY, determined as of Vesting Date | $0 | $0 | | Add/Subtract: Change in fair value of outstanding and unvested awards granted during prior FY | $1,257,182 | $(542,550) | | Add/Subtract: Change in fair value of awards granted during prior FY that vested during applicable FY | $154,537 | $(46,342) | | Subtract: Fair value of awards that failed to meet vesting conditions during applicable FY, determined as of end of prior FY | $0 | $(356,745) | | TOTAL ADJUSTMENTS | $1,801,312 | $(2,003,261) |
Pay Versus Performance
(3) TSR in fiscal year 2021 is cumulative for the measurement period beginning on July 6, 2021, our first day of trading following the Business Combination, and ending on December 31, 2021. TSR in fiscal years 2022 and 2023 covers the period beginning January 1 and ending December 31 of each year. TSR values are calculated in accordance with Item 201(e) of Regulation S-K, assuming an initial investment of $100. The Russell 2000 Index is the index we use in our Annual Report pursuant to Item 201(e) of Regulation S-K, reflecting our belief that we cannot reasonably identify an industry index or specific peer group that would offer a meaningful comparison. (4) “Adjusted EBITDA” is defined as earnings before interest, taxes, depreciation, and intangible amortization adjusted for the impact of certain non-cash and other items that we do not consider in the evaluation of ongoing operational performance. Appendix B to this Proxy Statement includes a reconciliation of such non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with GAAP. The Company selected Adjusted EBITDA as the most important financial measure it used to link Company performance to CAP to our PEO and Non-PEO NEOs in 2023. This performance measure may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years.
Pay Versus Performance
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Pay Versus Performance Tabular List
Pay Versus Performance Tabular List The following performance measures represent the most important performance measures used by us to link compensation actually paid to our NEOs to performance for Fiscal 2023:
Pay Versus Performance Tabular List
| • | Adjusted EBITDA; |
Pay Versus Performance Tabular List
| • | Revenue; and, |
Pay Versus Performance Tabular List
| • | BPaaS Revenue. |
Pay Versus Performance Tabular List
All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference in any filing of our Company under the Securities Act, whether made before or after the date hereof and irrespective of any general incorporation language in such filing.
Pay Versus Performance Tabular List
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