DEF 14A of Alignment Healthcare, Inc., Apr 25, 2025

DEF 14A of Alignment Healthcare, Inc.

Filed Apr 25, 2025 · FY20240001628280-25-019952

Open on EDGAR

  1. Our Director Nominees

    Our Director Nominees You are being asked to vote on the election of the three Class I Directors listed below. For additional information about each nominee’s background and experience, please see “Proposal 1 – Election of Directors—Director Nominees to Serve for a Three-Year Term Expiring at the 2028 Annual Meeting” beginning on page 13.

  2. Our Director Nominees

    | Name | Age | Director Since | Independent | Selected Skills & Qualifications | Committees | | Margaret McCarthy, Lead Independent Director | 71 | 2020 | Yes | •Executive Leadership •Health Care Industry Experience •Audit Committee Experience •Technology/Business Processes | Audit Compensation | | Mark McClellan | 61 | 2014 | Yes | •Health Care Industry Expertise •Clinical Practice •Regulatory / Public Policy Experience | Nominating, Corporate Governance and Compliance ("NCGCC") | | Robbert Vorhoff | 46 | 2014 | Yes | •Health Care Industry Expertise •Capital Markets Expertise | Compensation |

  3. PROPOSAL 1 – ELECTION OF DIRECTORS

    PROPOSAL 1 – ELECTION OF DIRECTORS Our Board recommends that the nominees below be elected as Class I members of the Board at the Annual Meeting for a term expiring at the 2028 Meeting of Stockholders:

  4. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Name | Age | Director Since | Independent | Committees | Other Public Company Boards | | Margaret McCarthy, Lead Independent Director | 71 | 2020 | Yes | Audit Compensation | •American Electric Power Co. Inc. •First American Financial Corp. •Marriott International | | Mark McClellan | 61 | 2014 | Yes | NCGCC | •Cigna Corporation •Johnson & Johnson | | Robbert Vorhoff | 46 | 2014 | Yes | Compensation | — |

  5. PROPOSAL 1 – ELECTION OF DIRECTORS

    Each nominee was recommended for re-election by the NCGCC for consideration by the Board and our stockholders. If, before the Annual Meeting, any nominee becomes unable to serve, or chooses not to serve, the Board may nominate a substitute. If that happens, the persons named as proxies on the proxy card will vote for the substitute. Alternatively, the Board may either let the vacancy stay unfilled until an appropriate candidate is identified or reduce the size of the Board to eliminate the unfilled seat, subject to the Stockholders Agreement (as defined below).

  6. Director Nominees to Serve for a Three-Year Term Expiring at the 2028 Annual Meeting

    Director Nominees to Serve for a Three-Year Term Expiring at the 2028 Annual Meeting

  7. Director Nominees to Serve for a Three-Year Term Expiring at the 2028 Annual Meeting

    | Margaret McCarthy | Ms. McCarthy has served as a member of our Board since December 2020 and as our Lead Independent Director in October 2022. Ms. McCarthy retired in June 2019 as executive vice president of CVS Health following the completion of CVS Health’s acquisition of Aetna in 2018. She served as Executive Vice President of Operations and Technology for Aetna from 2010 until 2018, where she was responsible for innovation, technology, data security, procurement, real estate and service operations. Prior to joining Aetna in 2003, she served in information technology-related roles at Cigna and Catholic Health Initiatives, among others. Ms. McCarthy also worked in technology consulting at Accenture and was a consulting partner at Ernst & Young. She has served as a director of Marriott International since March 2019, of First American Financial since June 2015, and of American Electric Power Co. Inc. since April 2019. She was director at Brighthouse Financial from November 2018 until June 2021. She also served on various advisory boards, councils and private-company boards. Ms. McCarthy holds a bachelor’s degree from Providence College and a master’s degree in public health, hospital administration from Yale University. Given her extensive experience managing large groups of employees, complex processes and enterprise-critical technology, Ms. McCarthy brings to the board valuable insights into areas of critical import to our operations. |

  8. Director Nominees to Serve for a Three-Year Term Expiring at the 2028 Annual Meeting

    | Dr. Mark McClellan, M.D. | Dr. McClellan has served as a member of our Board since 2014. Dr. McClellan became the inaugural Director of the Duke-Robert J. Margolis, MD, Center for Health Policy and the Margolis Professor of Business, Medicine and Policy at Duke University in January 2016. He is also a faculty member at Dell Medical School at The University of Texas in Austin. Previously, he served from 2007 to 2015 as a Senior Fellow in Economic Studies and as Director of the Initiatives on Value and Innovation in Health Care at the Brookings Institution. Dr. McClellan served as Administrator of the Centers for Medicare & Medicaid Services (“CMS”) for the U.S. Department of Health and Human Services from 2004 to 2006 and as Commissioner of the U.S. Food and Drug Administration from 2002 to 2004. He served as a Member of the President’s Council of Economic Advisers and as Senior Director for Healthcare Policy at the White House from 2001 to 2002 and, during the Clinton administration, held the position of Deputy Assistant Secretary for Economic Policy for the Department of the Treasury. Dr. McClellan previously served as an Associate Professor of Economics and Medicine with tenure at Stanford University, where he also directed the Program on Health Outcomes Research. Dr. McClellan was the founding chair and currently serves as an advisor to the Reagan-Udall Foundation. He is also a member of the National Academy of Medicine, chairs the Academy’s Leadership Consortium: Collaboration for a Value and Science-Driven Learning Health System, and co-chairs the Guiding Committee of the Health Care Payment Learning and Action Network. He sits on the boards of directors of various nonprofit organizations including ResearchAmerica!, National Alliance for Hispanic Health, Institute for Accountable Care, PrognomIQ and United States of Care, as well as two public companies, Cigna Corporation and Johnson & Johnson. Dr. McClellan received his Bachelor of Arts degree from the University of Texas, his Masters of Public Administration and Medical Doctorate from Harvard University and his Doctor of Philosophy in Economics from Massachusetts Institute of Technology. Dr. McClellan is a valuable member of our Board because of his extensive experience in public health policy, his academic experience and background as both a regulator and government advisor. | | Robbert Vorhoff | Mr. Vorhoff has been a member of our Board since 2014. Mr. Vorhoff is a Managing Director, Investment Committee member and the Global Head of Global Healthcare at General Atlantic, an investment management firm, in New York City. Before joining General Atlantic in 2003, Mr. Vorhoff worked at Greenhill & Co., an investment bank, first in the mergers & acquisitions and restructuring advisory group, then in the private equity group, Greenhill Capital Partners. Mr. Vorhoff is currently a board member of several private health care companies, including Equality Health, Included Health, Marathon Health, NationsBenefits, Suvida Helathcare, Eventus Whole Health, and Author Health, as well as several other private companies and nonprofit organizations. Mr. Vorhoff previously was a member of the boards of Align Networks, Alternate Solutions Health Network, A Place for Mom, eviCore Healthcare, Landmark Health, Oak Street Health, WelbeHealth, OneOncology and MedExpress. Mr. Vorhoff received a B.S. in Commerce with a concentration in Finance from the McIntire School of Commerce at the University of Virginia. Mr. Vorhoff is a valuable member of our Board because of his private equity experience and his experience on other health care companies’ boards. |

  9. Director Nominees to Serve for a Three-Year Term Expiring at the 2028 Annual Meeting

    A plurality of the votes cast by the shares of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon is required to elect each nominee named herein. This means that the four nominees receiving the highest number of votes at the Annual Meeting will be elected, even if those votes do not constitute a majority of the votes cast. Shares not present at the Annual Meeting and broker non-votes have no effect on the election of directors. Abstentions are not applicable to this vote.

  10. Director Nominees to Serve for a Three-Year Term Expiring at the 2028 Annual Meeting

    | THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE ABOVE DIRECTOR NOMINEES. |

  11. Continuing Directors

    Continuing Directors The following table summarizes key facts regarding the members of our Board whose terms are continuing beyond the Annual Meeting:

  12. Continuing Directors

    | Name | Class | Age | Director Since | Term Expires | Independent | Committees | Other Public Company Boards | | Jody Bilney | II | 63 | 2022 | 2026 | Yes | Audit | •Cracker Barrel Old Country Store, Inc. | | David Hodgson | II | 68 | 2014 | 2026 | Yes | NCGCC (Chair) | •TriNet Group, Inc. •Royalty Pharma plc | | Jacqueline Kosecoff | II | 75 | 2017 | 2026 | Yes | Compensation (Chair) | •Houlihan Lokey, Inc. •Steris plc •TriNet Group, Inc. | | Yon Jorden | III | 70 | 2022 | 2027 | Yes | Audit (Chair) | •Cohu, Inc. | | John Kao | III | 63 | 2014 | 2027 | No | — | — | | Joseph Konowiecki | III | 71 | 2014 | 2027 | No | — | — |

  13. Continuing Directors

    | Jody Bilney | Ms. Bilney has served as a member of our Board since January 2022. Ms. Bilney served as the Chief Consumer Officer of Humana, Inc., a health insurance provider, from April 2013 until her retirement in March 2020. Prior to that, she served in various senior executive marketing roles with Bloomin’ Brands, Inc. from 2006 through March 2013, most recently serving as Executive Vice President and Chief Brand Officer. Prior to joining Bloomin’ Brands, she held senior executive positions with Openwave Systems, Inc., Charles Schwab & Co., Inc., and Verizon Communications, Inc. Ms. Bilney has served as a director of Cracker Barrel Old Country Store, Inc. since 2022. She previously served as a director of Chuy’s Holdings, Inc. from 2021 to 2024 and of Masonite International Corp. from 2014 to 2024. She also serves on various private-company boards in the health care and fitness industries and serves as an advisor to private equity firms. She earned a Bachelor of Science degree in Economics, with a minor in Marketing, from Clemson University. Ms. Bilney is a valuable member of our Board because of her leadership and industry-specific and marketing experience. | | David Hodgson | Mr. Hodgson has served as a member of our Board since 2014. Mr. Hodgson is a Managing Director, Vice Chairman, and a member of the Partnership Committee of General Atlantic. He joined General Atlantic in 1982 and has over 40 years of experience identifying and assisting portfolio companies worldwide in all areas of their development. Currently, Mr. Hodgson is Chair of the board of directors of TriNet Group, Inc., a public human resources provider, and is a member of the board of directors of Royalty Pharma plc, a public pharmaceutical company. Mr. Hodgson has an MBA from Stanford Graduate School of Business (1982) and a Bachelor of Arts in Mathematics and Social Sciences from Dartmouth College (1978). Mr. Hodgson is a valuable member of our Board because of his private equity experience and his experience on other health care companies’ boards. | | Jacqueline Kosecoff | Dr. Kosecoff has served as a member of our Board since 2017. Since 2012, Dr. Kosecoff has served as a Managing Partner of Moriah Partners and also a Senior Advisor of Warburg Pincus. From 2002 to 2012, Dr. Kosecoff was a senior executive inside UnitedHealth Group-PacifiCare, which she joined as part of the acquisition of PacifiCare Health Systems in 2005, where she served as Executive Vice President. Upon joining UnitedHealth Group, Dr. Kosecoff was appointed Chief Executive Officer of OptumRx. Prior to joining UnitedHealth Group-PacifiCare, Dr. Kosecoff was founder, President and Chief Operating Officer of Protocare. Currently Dr. Kosecoff sits on the board of directors of Steris, plc, TriNet Group, Inc. and Houlihan Lokey, Inc. Additionally, Dr. Kosecoff served on the boards of directors of GoodRx Holdings, Inc. from May 2016 to June 2023; of Sealed Air Corporation from May 2005 to May 2021; and of athenahealth, Inc. from July 2012 to February 2019. Dr. Kosecoff holds a B.A. from the University of California, Los Angeles, an M.S. in Applied Mathematics from Brown University, and a doctorate from the University of California, Los Angeles. Dr. Kosecoff was appointed to serve on our board of directors because of her knowledge of Medicare Advantage and Medicare Part D, extensive experience in managing organizations and her experience serving on public company boards. |

  14. Continuing Directors

    | Yon Jorden | Ms. Jorden has served as a member of our Board since January 2022. Ms. Jorden has served as a director, audit committee member and nominating and governance committee member of Cohu, Inc., a manufacturer of semiconductor equipment, since May 2021. Additionally, she has served as a director and finance committee member of Methodist Health System, a not-for-profit Texas-based hospital system, since 2008. Prior to her current roles, Ms. Jorden served as a director, audit committee chair and compensation committee member of Capstone Green Energy Corp., a microturbine manufacturer, from April 2017 to February 2025, and as director, audit committee member, compensation committee chair and nominating and governance committee chair for Maxwell Technologies, a manufacturer of energy storage and power delivery solutions, from 2008 to 2017. In addition, she also served as director and audit committee chair of Magnatek, Inc., a manufacturer of digital power control systems, U.S. Oncology, a privately held oncology services company, and BioScrip, a national provider of infusion and home care management solutions. During her business career, she served as chief financial officer of four publicly traded companies, including as Executive Vice President and Chief Financial Officer of AdvancePCS, a pharmacy benefits management company, from 2002 to 2004. Previously she was chief financial officer of Informix Corp. (now Ascential Software Corp.), a provider of information management software, Oxford Health Plans, a provider of managed health care services, and WellPoint, Inc., a managed care company. Earlier in her career, she was a senior auditor with Arthur Andersen & Co., where she became a Certified Public Accountant (inactive) in the State of California. Ms. Jorden is a Board Leadership Fellow of the National Association of Corporate Directors. She received her Bachelor of Science degree in Accounting from the California State University, Los Angeles. Ms. Jorden is a valuable member of our Board because of her extensive experience as a chief financial officer, her financial expertise and her experience as a director of multiple public and private companies. | | John Kao | Mr. Kao has served as our Chief Executive Officer and as a member of our Board since 2014. Mr. Kao is our founder, and he was appointed as our Chief Executive Officer and to serve on our board of directors because of his extensive experience in managing organizations in the health care industry. Mr. Kao previously served as president of CareMore Medical Enterprises, Inc. (“CareMore”), which Mr. Kao and his partners acquired in 2006. In August 2011, CareMore was acquired by Wellpoint, Inc. Mr. Kao has also served as executive vice president at The TriZetto Group, and has served as president and CEO of the Ventures Division of PacifiCare Health Systems. While at PacifiCare, Mr. Kao was the chief financial officer at Secure Horizons USA. His earlier work included mergers and acquisitions with FHP International and investment banking with BancAmerica Securities, Inc. Mr. Kao received his Bachelor of Science degree from Santa Clara University and his MBA from the UCLA Anderson Graduate School of Management, where he was honored as a Venture Capital Fellow. Mr. Kao is qualified to serve on our Board because of his executive leadership experience and his extensive experience in the health care industry. |

  15. Continuing Directors

    | Joseph Konowiecki | Mr. Konowiecki has served as chairman of the Board since 2014. From October 2022 to December 2023, he served in an executive role with the Company, leading strategic network and business development. Since 2009, Mr. Konowiecki has served as managing partner of Moriah Partners, LLC and is the founder and CEO of Advanced Sports Media Group. Mr. Konowiecki previously served as Chairman and CEO of Apollo Enterprise Solutions, Inc. Mr. Konowiecki was previously CEO of Future Solutions with UnitedHealth Group’s Ovations division. Mr. Konowiecki has also held the positions of general counsel and executive vice president corporate affairs at PacifiCare Health Systems, Inc. In addition, he is a founding partner of the law firm Konowiecki & Rank and served as a member of the RAND Healthcare Advisory Board. Mr. Konowiecki received a Bachelor of Arts degree in Political Science from the University of California, Los Angeles and a JD from Hastings College. Mr. Konowiecki was appointed to serve on our board of directors because of his extensive experience in managing organizations as an executive officer and representing organizations in the health care industry. |

  16. Nomination Criteria and Director Experience

    Nomination Criteria and Director Experience

  17. Identifying Nominees for Directors

    Identifying Nominees for Directors The Board has delegated an established screening process for director nominees to the NCGCC, with counsel from our Chairman, our Lead Independent Director, our Chief Executive Officer, and outside consultants as appropriate. The goal of the screening process is to assemble a group of potential board members with deep, varied experience, sound judgment, and commitment to the Company’s success. The NCGCC regularly assesses the appropriate size of the Board, the areas of expertise required to effectively contribute to the Board process, and whether any vacancies are anticipated. It also annually assesses the director qualification criteria to ensure the Board has appropriate skill composition consistent with the Company’s long-term business, operations goals, growth strategy and risks. This includes (i) qualifications or characteristics that are expected and befitting of all directors and (ii) specific skills, experience or qualifications that should be represented collectively on our Board. As a result of its analysis, the NCGCC may recommend to the Board a need for an additional director, Board refreshment for certain requisite skills and qualifications, and/or the replacement of an existing director for other credible reasons. The self-identification process may also incorporate responses, as appropriate, from the Board’s annual individual self-evaluations. Such evaluations require each director to honestly reflect upon and recount their personal contributions to the Board in the prior year and to provide feedback regarding their performance, the overall Board performance and the performance of certain other key Board positions. See “Corporate Governance—Board Evaluation Practices.” The NCGCC will consider qualified candidates for director nominees suggested by the Company’s stockholders. Stockholders can suggest qualified candidates for director nominees by writing to the Chief Legal & Administrative Officer of the Company at 1100 W. Town & Country Rd., Suite 1600, Orange, CA 92868. Submissions should include the information about the director candidate and the stockholder making the submission that would otherwise be required by Article II, Section 11(b) of our Bylaws if the stockholder was nominating the individual for election to our Board. Submissions received that include such information, and provided that the recommended candidate meets the criteria described above, are forwarded to the NCGCC for further review and consideration. The committee may also request additional information concerning the director candidate that it deems reasonably required to determine the eligibility and qualification of the director candidate to serve on our Board. Stockholders suggesting director candidates for consideration by our Board in connection with the 2026 annual meeting of stockholders should provide their submission pursuant to the deadlines described above under “Commonly Asked Questions and Answers About the Annual Meeting.” The NCGCC does not intend to evaluate candidates proposed by stockholders any differently from other candidates. As part of the process of identifying appropriate director candidates, the NCGCC formally reviews each director’s continuation on the Board every three years. As part of its formal review of directors, the NCGCC considers all factors which it deems appropriate, including director performance, any other directorships held by the director, whether the director undertook continuing director education and any other criteria approved by the Board.

  18. 2024 Compensation Highlights

    2024 Compensation Highlights The Board of Directors and Compensation Committee made the following executive compensation decisions for fiscal 2024: •Compensation Program Approach. Our executive compensation philosophy is to forge critical connections between performance, long-term value creation, employee engagement and retention, compensation governance and our cultural values. •Annual Cash Incentives. Based on our financial performance in 2024, the Compensation Committee determined that corporate goals under the Annual Incentive Plan were achieved at 141.7% of each NEO’s applicable bonus target (for NEOs other than the CEO, corporate goals determine 75% of the overall payout and for the CEO, corporate goals determine 100% of the overall payout). The Compensation Committee also made determinations regarding the achievement of individual performance goals for our NEOs, which ranged from 100% to 200% (individual goals determine 25% of overall payout for NEOs other than the CEO, whose payout is not influenced by individual goal performance). •Long-Term Equity Incentives. In March 2024, the Compensation Committee recommended, and the Board approved, long-term equity grants to executive officers consisting of 50% time-vested restricted stock units ("RSUs") and 50% performance share units ("PSUs" and together with the RSUs, the "March 2024 Equity Awards"). •Continuing our commitment to performance-based compensation, the PSUs are subject to the achievement of specified revenue and adjusted EBITDA targets. PSUs granted in 2024 have a three-year vesting period and will be earned, if at all, upon certification of our financial results for the third year (i.e., fiscal year 2026). •RSUs were a substantial component of long-term equity compensation, as the Compensation Committee believes they are consistent with the Company’s retention objectives in light of competition for talent in the health care space. RSUs granted in 2024 vest over four years. •For 2025 long-term equity awards, the Compensation Committee approved awards consisting of (i) 50% PSUs with a three-year vesting period which will be earned, if at all, upon certification of our financial results for the third year (i.e., fiscal year 2027) and (ii) 50% RSUs with approximately one third of the RSU awards vesting on each of the first three anniversaries of the grant date. In prior years, RSUs were granted with a four-year vesting period. •September 2023 PSUs Results. In March 2025, the Compensation Committee certified the results of the corporate metrics applicable to PSU awards granted to executive officers and other senior employees in September 2023 (the "September 2023 PSUs"). In the aggregate, the September 2023 PSUs (for the performance period January 1, 2024 to December 31, 2024) were earned at 116.8% of target. Corporate metrics applicable to the September 2023 PSUs were health plan revenue growth (weighted 60%), at-risk loyal medical benefit ratio (weighted 20%) and adjusted EBITDA (less capital expenditures) (weighted 20%). 50% of the earned PSUs vested upon certification and 50% remain subject to service-based vesting requirements until December 31, 2025. For more information, see "—2024 Executive Compensation Program in Detail—Long Term Equity Incentives—September 2023 Performance Share Units" below. •2023 AIP Bonus Modifier. As previously disclosed, 25% of each NEO's total 2023 Annual Incentive Plan payout was held back and made subject to an adjustment based on the CMS Star Rating achieved by the Company’s Medicare Advantage plans for plan rating year 2025. The Company's aggregate health plan CMS Star Rating for that plan year was 4.0 Stars. Accordingly, under the AIP framework approved by our Compensation Committee, in the fourth quarter of 2024, our NEOs received the 25% holdback minus an amount equal to 5% of the total bonus amount. •Engagement of Compensation Consultant. In May 2024, the Compensation Committee engaged Frederic W. Cook & Co., Inc. ("FW Cook") as its new independent compensation consultant.

  19. Compensation Best Practices & Policies

    | What We Do | | | | | | Emphasize variable pay over fixed pay, with a significant portion focused on long-term value creation | | Use an independent compensation consultant | | | Conduct an annual advisory vote on the compensation of our NEOs | | Maintain a Clawback Policy applicable to cash incentive compensation and equity awards in the event of a financial restatement, consistent with SEC and Nasdaq requirements | | | Annually review and approve peer group for comparative compensation analysis | | Conduct annual risk assessment of all compensation plans and programs | | | Maintain anti-hedging and anti-pledging policies | | Maintain stock ownership guidelines for our executive officers and Board of Directors |

  20. Compensation Best Practices & Policies

    | What We Don't Do | | | | | | No guaranteed or uncapped incentive payouts in our annual bonus plan | | No option or stock appreciation rights granted below fair market value | | | No significant perquisites | | No repricing or exchange of underwater options without stockholder approval | | | No tax gross-ups, other than for certain relocation expenses | | No dividend equivalents on unearned restricted stock units or performance share units |

  21. Elements of Pay

    | Element | Primary Objective | Determination Factors | | Base Salary | •Attract and retain high-performing and experienced individuals •Provide steady source of income so executives can focus on the needs of the business | •Value of role in competitive marketplace •Value of role to the Company •Skills, experience and performance of individual compared to the market as well as others in the Company | | Annual Cash Incentives | •Motivate executives to achieve challenging short-term performance goals •Align with annual financial objectives | •Target awards based on competitive marketplace, level of position, skills and performance of executive •75% of actual awards based on achievement against the following annual corporate metrics: oHealth plan membership oAdjusted gross profit oAdjusted EBITDA •25% of actual awards based on achievement of individual and/or departmental goals (other than the CEO) •For 2024, awards were subject to a modifier (-25% to +35%) based on the Company’s CMS Star Ratings, with potential payouts ranging from 0% to 200% of target bonus | | Long-Term Equity Incentives | •Align executives’ interests with those of our stockholders •Align with long-term business strategy •Retain executive talent through multi-year vesting schedules •Motivate sustainable performance that creates long-term value for stockholders •Foster our purpose and values to build teams that think and act like owners | •Awards based on competitive marketplace, current value of unvested equity holdings, level of position, skills and performance of the executive •For 2024, awards were issued 50% in the form of RSUs that vest over four years and 50% in the form of PSUs that have a three-year vesting period and are earned, if at all, based on achievement of the following metrics for the third year (i.e., fiscal year 2026): oRevenue oAdjusted EBITDA |

  22. The Role of the Independent Consultant

    The Role of the Independent Consultant The Compensation Committee engages an independent compensation consultant to provide expertise on competitive pay practices, program design, and an objective assessment of any inherent risks of any programs. In 2024, pursuant to authority granted to it under its charter, the Compensation Committee engaged FW Cook as its independent consultant. FW Cook reports directly to the Compensation Committee and does not provide any additional services to management. The Compensation Committee has conducted an independence assessment of FW Cook in accordance with Nasdaq rules.

  23. The Role of Peer Group Companies

    The Role of Peer Group Companies The Compensation Committee strives to set a competitive level of total compensation for each NEO as compared with executive officers in similar positions at peer companies. For purposes of setting 2024 compensation levels, in conjunction with the recommendation of its former independent compensation consultant, Pearl Meyer & Partners, LLC (who served as the Compensation Committee's independent compensation consultant until May 2024), the Compensation Committee considered publicly available data for a group of peer companies (the “2024 Compensation Peer Group”) listed below, along with industry specific survey data, where appropriate. Selection criteria for determining/reviewing the 2024 Compensation Peer Group, used to establish the competitive market for the NEOs, generally includes companies within the “Health Care Services” and “Health Care Technologies” industry groups with last twelve-month revenues ranging from approximately one third to 16 times Alignment Healthcare’s revenues (i.e., ~$695 million - $36,084 million) as of June 1, 2023.

  24. The Role of Peer Group Companies

    | Addus HomeCare Corporation | NextGen Healthcare, Inc. | | Agiliti, Inc. | Oak Street Health, Inc. | | agilon health, inc. | Omnicell, Inc. | | Amedisys, Inc. | Oscar Health, Inc. | | Evolent Health, Inc. | Pediatrix Medical Group, Inc. | | LifeStance Health Group, Inc. | Privia Health Group, Inc. | | Molina Healthcare, Inc. | RadNet, Inc. | | National HealthCare Corporation | Veradigm, Inc. |

  25. The Role of Peer Group Companies

    For purposes of setting pay levels for 2025, the peer group was revisited in October 2024 and revised to account for acquisitions or take-private transactions, to create a more stable peer group and to create greater overlap with shareholder advisory firm peer groups. Selection criteria used to establish the competitive market for the NEOs generally included companies within the “Health Care Services,” Life and Health Insurance,” “Health Care Facilities,” “Health Care Equipment,” and “Health Care Technologies” industry groups, with last twelve-month revenues ranging from approximately one third to three times that of Alignment Healthcare’s revenues (i.e., ~$744 million - $6,696 million) as of June 1, 2024.

  26. The Role of Peer Group Companies

    | AdaptHealth Corp. | Option Care Health, Inc. | | agilon health, inc. | Oscar Health, Inc. | | Astrana Health, Inc. | Pediatrix Medical Group, Inc. | | Bausch & Lomb Corp. | Privia Health Group, Inc. | | Clover Health Investments Corp. | Quest Diagnostics Inc. | | DaVita Inc. | RadNet, Inc. | | Ensign Group, Inc. | Select Medical Holdings Corp. | | Evolent Health, Inc. | Teladoc Health, Inc. |

  27. The Role of Peer Group Companies

    It is important to note that this market data is not the sole determinant in setting pay levels for the NEOs. Actual pay levels can be above or below the targeted levels depending on factors such as experience, individual or company performance, tenure, employee potential, unique skills, criticality of the position to the Company and other factors. In general, the Compensation Committee desires to balance general internal and external equity and reserves the right to use discretion to deviate when necessary to recruit employees and/or retain the right talent.

  28. Annual Incentives

    Annual Incentives The 2024 Annual Incentive Plan provided our NEOs the opportunity to earn a performance-based annual cash bonus. Actual payouts depend on the achievement of pre-determined, strategic and/or financial corporate performance objectives (which represent 100% of the award for the CEO and 75% of the award for the other NEOs), as well as departmental and/or individual performance goals (which represent 25% of the award for the NEOs other than the CEO). Based on results, payouts can range from 0% to 200% of target award amounts. In addition, a modifier (-25% to +35%) is applied to the total bonus payout based on the Company’s CMS Star Ratings (see further description below). The modifier ensures there is a direct connection and significant focus on quality and the experience our members are receiving. Target annual bonus opportunities are expressed as a percentage of base salary and were established based on the NEO’s level of responsibility and his or her ability to impact overall results. The Committee also considers market data in setting target award amounts. Payouts under the 2024 Annual Incentive Plan occur as follows: (i) 75% of each NEO’s total annual incentive payout based on corporate and individual performance was paid in March 2025; and (ii) the remaining 25% of each NEO’s total annual incentive payout is held back and is expected to be paid in the fourth quarter of 2025, subject to achievement of CMS Star Ratings-related performance measures. See “—2024 Annual Incentive Plan Payouts—Adjustment for CMS Star Ratings” below. Target bonus opportunities for 2024 for each of the NEOs are summarized in the table below:

  29. Annual Incentives

    | Name | 2024 Base Salary Rate ($) | Target Bonus Opportunity (%) | 2024 Target Bonus Opportunity ($)(1) | | John Kao | 850,000 | 120(2) | 943,770 | | Thomas Freeman | 580,000 | 85 | 481,885 | | Dawn Maroney | 600,000 | 85 | 487,770 | | Hyong (Ken) Kim, M.D. | 560,000 | 85 | 472,339 | | Andreas Wagner | 480,000 | 85 | 384,462 |

  30. Annual Incentives

    (1)Target bonus opportunity is based on weighted average of each NEO’s base salary during the year. Mr. Kao's target bonus percentage was adjusted in March 2024. Base salary increases for Messrs. Kao and Freeman and Ms. Maroney were effective in August 2024 and target bonus opportunities were adjusted accordingly. Dr. Kim's target bonus opportunity was adjusted as a result of an unpaid leave taken during 2024. Mr. Wagner's target bonus opportunity reflects a proration for his January 8, 2024 start date. (2)For 2024, Mr. Kao's target bonus opportunity was increased from 100% to 120%. 2024 Corporate Performance Metrics, Weightings and Results In 2024, consistent with the prior year's Annual Incentive Plan, we used health plan membership, adjusted gross profit and adjusted EBITDA as the corporate performance metrics in the Annual Incentive Plan. We chose these metrics for the following reasons: •Health plan membership growth shows that we are increasing our customer base and is a leading indicator of long-term profitability and revenue growth for Alignment Healthcare. •Adjusted gross profit keeps us focused on efficient delivery and execution. •Adjusted EBITDA provides a clear view of our total operational profitability—it focuses on growth, while continuing to provide strong accountability for returns. The table below sets forth the relative weighting of the metrics selected for our 2024 Annual Incentive Plan, the results achieved for each metric, as determined by the Compensation Committee, and the resulting aggregate percentage achieved with respect to our corporate objectives. With respect to each metric, target levels for 2024 were set above actual performance results for fiscal year 2023.

  31. Annual Incentives

    | | 2024 Performance Metrics and Levels | | | | | Health Plan Membership as of January 1, 2025 | Adjusted Gross Profit(1) | Adjusted EBITDA(1) | | | (30% Weighting) | (35% Weighting) | (35% Weighting) | | Threshold | 178,250 | $282.4M | ($10.0M) | | Target | 186,000 | $292.4M - $297.4M | $0.0M - $5.0M | | Maximum | 201,500 | $312M | $20M | | Actual Results(2) | 200% of Target | 133% of Target | 100% of Target | | Funded Amount(3) | 141.7% of Target | | |

  32. Annual Incentives

    (1)Adjusted gross profit and adjusted EBITDA are non-GAAP measures. For a reconciliation to the most directly comparable GAAP measures, please see the Appendix to this proxy statement. For these measures, performance is measured from “Target” to “Maximum” on a linear basis excluding incremental additional accruals for Annual Incentive Plan payouts for performance above “Target.” (2)The actual percent of target achieved is calculated based on straight-line interpolation between incremental goal levels established between threshold and target and target and maximum. (3)Represents percentage of corporate objectives achieved. Actual payouts to NEOs were adjusted to reflect level of achievement of individual objectives, which ranged from 100% to 200% (which the exception of our CEO, whose payout is entirely based on achievement of corporate objectives). 2024 Annual Incentive Plan Payouts Based on the above performance results, the funding of the Annual Incentive Plan was set at 141.7% of each NEO’s applicable target based on the achievement of corporate objectives and subsequently adjusted based on each NEO’s individual performance (excluding the CEO whose bonus is entirely based on the achievement of corporate objectives). Target bonus opportunities for the 2024 year and payout amounts reflect the weighted average of the target bonus opportunity percentages applicable to each NEO for each applicable period throughout the year. The table below sets forth the actual awards earned by the NEOs in 2024 (and paid in 2025):

  33. Annual Incentives

    | Name | 2024 Bonus Target (%) | 2024 Target Bonus Opportunity ($) | Corporate Performance Results (%) | Individual Performance Results (%) | Payout Amount(1) ($) | Payout as Percent of Target (%) | | John Kao | 120 | 943,770 | 141.7 | n/a | 1,337,223 | 141.7 | | Thomas Freeman | 85 | 481,885 | 141.7 | 140.0 | 680,783 | 141.3 | | Dawn Maroney | 85 | 487,770 | 141.7 | 155.0 | 707,388 | 145.0 | | Hyong (Ken) Kim, M.D. | 85 | 472,339 | 141.7 | 110.0 | 631,871 | 133.8 | | Andreas Wagner | 85 | 384,462 | 141.7 | 115.0 | 519,119 | 135.0 |

  34. Annual Incentives

    (1)Represents potential payout based on achievement of corporate objectives established at 141.7% and individual objectives as shown in the table. Actual payout in March 2025 was 75% of these amounts, with the remaining 25% held back and potentially payable in the fourth quarter of 2025, subject to the modifier based on the Company’s CMS Star Ratings. See “—2024 Annual Incentive Plan Payouts—Adjustment for CMS Star Ratings” below. Does not include additional discretionary bonus amounts awarded for 2024. Executive officers were given the option to receive all or any portion of their AIP payouts in immediately vested equity awards. For more information, see “Executive and Director Compensation—Summary Compensation Table.” As indicated by the percentages of target above, total bonus payout for 2024 performance did not exceed the plan cap of 200% of target for any individual. Adjustment for CMS Star Ratings. As described above, 25% of each NEO's total 2024 Annual Incentive Plan payout based on corporate and individual performance will not be paid until the fourth quarter of 2025. The amount of the holdback that is paid to each NEO is subject to an adjustment based on the CMS Star Rating achieved by the Company’s Medicare Advantage plans. Each rated health plan has an “Overall” quality rating of 1 to 5 stars (5 is highest), which is based on the quality of medical care, member experience and plan administration (Part C), and on the quality, safety, and accessibility of the prescription drug benefit (Part D). All health plan ratings are calculated the same way, using the same information sources. When the prior fiscal year’s results are available in the fourth quarter of 2025, the NEO’s final payouts will be adjusted as follows: •3.5 stars or lower will result in a 25% decrease in each NEO’s aggregate bonus (i.e., no payment of the 25% holdback will occur); •4.0 stars will result in no increase or decrease in each NEO’s aggregate bonus (i.e., payment of the 25% holdback will occur); •4.5 stars will result in a 35% increase in each NEO’s aggregate bonus; and •5.0 stars will result in a 35% increase in each NEO’s aggregate bonus. Discretionary Awards. In addition to the annual incentive payouts indicated above, the Compensation Committee determined that an additional discretionary bonus to certain executives was warranted recognizing their individual contributions to achieve above-target membership growth and financial results. Discretionary bonus amounts are as follows and were paid in the form of immediately vested shares of common stock. The discretionary bonuses are further explained in the Summary Compensation Table.

  35. Annual Incentives

    | Officer | Discretionary Bonus | | John Kao | $1,000,000 | | Thomas Freeman | $500,000 | | Dawn Maroney | $500,000 |

  36. Long-Term Equity Incentives

    Long-Term Equity Incentives The Company’s long-term equity incentive program is designed to provide a portion of our executives’ compensation opportunity in equity-based instruments. We believe that long-term equity compensation is key to assuring our executives’ interests are aligned with those of our stockholders. 2024 Equity Awards In March 2024, the Compensation Committee and Board approved the award of the March 2024 Equity Awards to the NEOs under the Company’s 2021 Equity Incentive Plan (the “Plan”). In light of the Company’s retention objectives given competition for talent in the health care space, together with the preference of our stockholders to continue to see a strong focus on performance-based equity compensation, the Compensation Committee approved long-term incentive grants for 2024 using 50% RSUs and 50% PSUs. The table below shows the RSU awards granted for fiscal year 2024 for each of the NEOs:

  37. Long-Term Equity Incentives

    | Name | RSUs (#) | RSUs ($ Value) | | John Kao | 330,000 | 1,650,000 | | Thomas Freeman | 110,000 | 550,000 | | Dawn Maroney | 130,000 | 650,000 | | Hyong (Ken) Kim, M.D. | 140,000 | 700,000 | | Andreas Wagner | 60,000(1) | 300,000 |

  38. Long-Term Equity Incentives

    (1) Amount reflects the regular annual equity award granted in March 2024. In January 2024, Mr. Wagner also received a one-time sign-on grant of 155,785 RSUs, which vest in four equal installments on each of the first four anniversaries of the grant date. With respect to the March 2024 PSUs, the NEOs are eligible to vest in a number of PSUs ranging from 0% to 200% of the target number of PSUs granted, based on the aggregate achievement by the Company of certain performance metrics (described below) during the fiscal year ended December 31, 2026 (the “Measurement Period”), with threshold, target and maximum goals for each performance metric set by the Compensation Committee. The Compensation Committee chose to grant these PSUs with a three-year time-based vesting period and fiscal year 2026 Measurement Period to incentivize long-term value creation and reward pay-for-performance. To the extent earned, shares will fully vest upon certification of results by the Committee (expected on or about February 28, 2027), subject to each grantee's continued employment as of such date. The table below shows the target PSU awards granted for fiscal year 2024 for each of the NEOs:

  39. Long-Term Equity Incentives

    | Name | PSUs at Target (#) | PSUs at Target ($ Value) | | John Kao | 330,000 | 1,650,000 | | Thomas Freeman | 110,000 | 550,000 | | Dawn Maroney | 130,000 | 650,000 | | Hyong (Ken) Kim, M.D. | 140,000 | 700,000 | | Andreas Wagner | 60,000 | 300,000 |

  40. Long-Term Equity Incentives

    The achievement of PSUs relative to the approved target awards is based on the following performance metrics and relative weighting:

  41. Long-Term Equity Incentives

    | Performance Metric(1) | Weighting | | Revenue | 50% | | Adjusted EBITDA(2) | 50% |

  42. Long-Term Equity Incentives

    (1)If any financial metric is attained at a level above the threshold goal but below the target low goal, or above the target high goal but below the maximum goal, percentage achievement for such metric will be determined on a straight-line basis between the applicable goals. (2)“Adjusted EBITDA” means net loss before interest expense, income taxes, depreciation and amortization expense, reorganization and transaction-related expenses, gains or losses from subleases and equity-based compensation expense for the Measurement Period, subject to any adjustments deemed appropriate by the Committee. Following the completion of the Measurement Period, the Compensation Committee will certify the Company’s achievement of each of the performance metrics, as a percentage of the target established for each metric (the date of such certification, the “Certification Date”). The Committee will then determine, based on the relative weighting of the performance metrics and the percentage achievement of each metric, the aggregated percentage achievement of the performance metrics. The number of PSUs that each NEO earns is determined by multiplying his or her target award by the aggregated percentage achievement of the performance metrics. Awards will become fully vested as of the certification date. Any PSUs that do not become earned and vested on such date will be cancelled and forfeited for no consideration. September 2023 Performance Share Awards In March 2025, the Compensation Committee certified the results of the corporate metrics applicable to the September 2023 PSUs, which had a performance measurement period from January 1, 2024 to December 31, 2024. In the aggregate, the September 2023 PSUs were earned at 116.8% of target. Corporate metrics applicable to the September 2023 PSUs were health plan revenue growth (weighted 60%), at-risk loyal medical benefit ratio (weighted 20%) and adjusted EBITDA (less capital expenditures) (weighted 20%). The PSUs vested 50% on the certification date and the remaining 50% will vest on December 31, 2025, subject to each grantee's continue service to the Company as of such date. Based on the aggregate performance achieved at 116.8%, our NEOs earned the following numbers of PSUs:

  43. Long-Term Equity Incentives

    | Name | Vested on Certification Date | Subject to Time-Based Vesting until 12/31/2025 | | John Kao | 1,271,561 | 1,271,563 | | Thomas Freeman | 510,220 | 510,222 | | Dawn Maroney | 510,220 | 510,222 | | Hyong (Ken) Kim, M.D. | 29,200 | 29,200 | | Andreas Wagner | — | — |

  44. Equity Granting Policy for Senior Executives

    Equity Granting Policy for Senior Executives The Compensation Committee has a well-established, disciplined process for granting equity awards to employees. Awards generally are granted on regularly scheduled predetermined dates in March of each calendar year. As part of the Company's annual performance and compensation review process, the Compensation Committee approves RSU, PSU and any other equity awards to our executive officers and other senior employees after fiscal year-end financial results are reported to the Compensation Committee, enabling the members to appropriately assess corporate performance. The Compensation Committee generally grants annual awards during the periods of time that trading would be permitted under our insider trading policy, which is referred to above as an “open window period.” Typically, as was the case in 2024, our annual awards have been granted several days after the public release of our fiscal year financial results and the filing of our Annual Report on Form 10-K. The Compensation Committee does not time the release of material nonpublic information based on equity award grant dates. The Board has also established procedures for equity awards granted by our CEO under authority delegated from the Compensation Committee. The CEO may grant equity awards to newly hired employees, newly promoted employees or in recognition of the performance or achievement of an employee, provided that the employee is not an executive officer of Alignment, the equity award does not exceed the applicable per grant limitation, and all awards granted under delegated authority do not exceed, in the aggregate, the total amount established on an annual basis by the Compensation Committee, if any. The CEO's delegation of granting authority also requires concurrent documentation and reporting to the Compensation Committee of all equity awards granted under such delegated authority. The grant date for a new hire grant or recognition grant to non-officer employees under delegated authority will be the first Wednesday of the calendar month following the employee’s start date or the recognition date, or if the Nasdaq Stock Market was closed on such date, the next succeeding trading day. We did not grant stock options to any employees during the last completed fiscal year.

  45. Employment Agreements

    Employment Agreements The terms of the employment agreements applicable to each NEO are described under “Executive and Director Compensation—Employment Agreements” below. In addition to the terms described therein, the employment agreements provide for certain severance payments and benefits following a qualifying termination of employment under certain circumstances. For details on the potential severance payment and benefits under each NEO’s respective employment agreement and the 2021 Plan, see “Executive and Director Compensation—Potential Payments Upon Termination or Change in Control.”

  46. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION This section discusses the material components of the executive compensation program for our Chief Executive Officer, Chief Financial Officer and our three other most highly compensated officers as of December 31, 2024, who we refer to as our “Named Executive Officers” or “NEOs.” This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt in the future may differ materially from the currently planned programs summarized in this discussion.

  47. Summary Compensation Table

    Summary Compensation Table The following table presents summary information regarding the total compensation awarded to, earned by, and paid to our Named Executive Officers for the fiscal years ending December 31, 2024, December 31, 2023, and December 31, 2022, as applicable.

  48. Summary Compensation Table

    | | Year | Salary ($) | Bonus (1) ($) | Stock Awards (2) ($) | Option Awards (3) ($) | Non-Equity Incentive Plan Compensation (4) ($) | All Other Compensation (5) ($) | Total ($) | | John Kao Chief Executive Officer | 2024 | 817,308 | 1,000,000 | 3,300,000 | — | 1,246,053 | 5,804 | 6,369,165 | | | 2023 | 786,539 | — | 12,497,891 | — | 1,006,837 | 5,209 | 14,296,476 | | | 2022 | 729,827 | — | 30,937,508 | 1,500,002 | 902,835 | 420 | 34,070,592 | | Thomas Freeman Chief Financial Officer | 2024 | 566,923 | 500,000 | 1,100,000 | — | 670,920 | 10,647 | 2,848,490 | | | 2023 | 543,846 | 105,000 | 5,014,849 | — | 624,730 | 13,620 | 6,302,045 | | | 2022 | 486,539 | — | 6,385,854 | 412,500 | 448,501 | 13,703 | 7,747,097 | | Dawn Maroney President | 2024 | 573,847 | 500,000 | 1,300,000 | — | 695,637 | 13,800 | 3,083,284 | | | 2023 | 560,000 | 205,000 | 5,014,849 | — | 665,635 | 13,515 | 6,458,999 | | | 2022 | 557,308 | — | 8,832,243 | 624,999 | 553,589 | 12,620 | 10,580,760 | | Hyong (Ken) Kim, M.D. Chief Medical Officer(6) | 2024 | 555,693 | — | 1,400,000 | — | 508,334 | 14,045 | 2,478,072 | | | 2023 | 140,000(7) | 20,000 | 2,787,000 | — | 112,277 | — | 3,059,277 | | Andreas Wagner Chief Human Resources Officer(8) | 2024 | 452,308 | — | 1,600,000 | — | 389,339 | 8,515 | 2,450,162 |

  49. Summary Compensation Table

    (1)Represents discretionary bonuses awarded to certain NEOs, which were payable in the form of immediately vested shares of common stock. Amounts shown reflect the grant date fair value of such stock awards, computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Stock Compensation” (“FASB ASC Topic 718”). (2)For 2024, represents the value of equity awards granted to each of the NEOs, composed 50% as RSUs and 50% as PSUs. For Mr. Wagner, his equity award includes the $1.0 million sign-on grant he received in February 2024. For 2023, represents the grant date fair values associated with the grant of PSUs to each of the NEOs. In each case, amounts are computed in accordance with FASB ASC Topic 718. The grant date fair value of the PSU awards reflected in this column is the target payout based on the probable outcome of the performance-based conditions, determined as of the grant date. PSUs awarded in 2024 are earned based on the achievement of certain performance goals over fiscal year 2026 and, to the extent earned, will vest in a single tranche in or about March 2027. The maximum potential payout of the 2024 PSU awards would be 200% of the target shares awarded on the grant date, which would be as follows: Mr. Kao - $3,300,000; Mr. Freeman - $1,100,000; Ms. Maroney - $1,300,000; Dr. Kim - $1,400,000; and Mr. Wagner - $600,000. These amounts reflect an accounting expense and do not correspond to the actual value that may be realized by the NEOs. See the “Grants of Plan-Based Awards” table for more information about the PSUs granted in 2024. PSUs awarded in 2023 are earned based on achievement of certain performance goals over fiscal year 2024 and vest in two tranches in or about March 2025 and at December 31, 2025. The Compensation Committee certified the results of the corporate metrics related to the 2023 PSUs at 116.8% of target. For more information about the PSUs granted in 2023, see the “Grants of Plan-Based Awards” table in our annual proxy statement for fiscal year 2023. For 2023, for Dr. Kim, the amount also includes the grant date fair value of restricted stock units (“RSUs”) granted upon commencement of his employment with the Company in the amount of $2,500,000. For 2022, represents the grant date fair values associated with the grant of RSUs of Alignment to each of the NEOs, computed in accordance with FASB ASC Topic 718. Assumptions used in computing the amounts reported herein are set forth in Note 10 to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023. (3)Represents the grant date fair value of non-qualified stock options granted to the individuals on March 8, 2022, calculated in accordance with FASB ASC Topic 718. Assumptions used in computing the amounts reported herein are set forth in Note 10 to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022. (4)For 2024, represents 75% of the NEO’s 2024 bonus payment under the Company’s annual incentive plan, which was paid in March 2025, and the following portions of the 2023 bonus payments that were paid to each NEO in October 2024: Mr. Kao - $243,135; Mr. Freeman - $160,333; Ms. Maroney - $165,096; Dr. Kim - $34,431; and Mr. Wagner - $0. Portions of the 2024 annual incentive plan awards were paid to NEOs in the form of immediately vested stock grants having the following grant date fair values: Ms. Maroney - $270,000; and Mr. Wagner - $129,780. The remaining 25% of the 2024 bonus payment is not included and will be paid, if at all, in September or October of 2025, based on certain performance criteria (an additional payment may also be made at such time, based on performance). For 2023, represents 75% of the NEO’s 2023 bonus payment under the Company’s annual incentive plan, which was paid in March 2024, and the following portions of the 2022 bonus payments that were paid to each NEO in October 2023: Mr. Kao - $214,006; Mr. Freeman - $101,904; Ms. Maroney - $127,279; and Dr. Kim - $0. Portions of the 2023 annual incentive plan awards were paid to NEOs in the form of immediately vested stock grants having the following grant date fair values: Mr. Freeman - $348,551; Ms. Maroney - $179,452; and Dr. Kim - $74,851. For 2022, represents 80% of the NEO’s 2022 bonus payment under the Company’s annual incentive plan, which was paid in March 2023, and the following 20% 2021 bonus payments that were paid to each NEO in October 2022: Mr. Kao - $174,305; Mr. Freeman - $61,962; and Ms. Maroney - $120,300. Certain NEOs received increases to base salaries and target and maximum bonus opportunities during applicable years. Target bonus opportunities for the full year reflect the weighted average of the target bonus opportunity percentages applicable to each NEO for each applicable period throughout the year. See “Compensation Discussion and Analysis—2024 Executive Compensation Program in Detail—Annual Incentives” above for further discussion of our Annual Incentive Plan. (5)For 2024, represents: for Mr. Kao – internet stipend of $420 and imputed income for domestic partnership insurance of $5,384; for Mr. Freeman – internet stipend of $420 and Company 401(k) matching contributions of $10,227; for Ms. Maroney – Company 401(k) matching contributions of $13,800; Dr. Kim – internet stipend of $245 and Company 401(k) matching contributions of $13,800; and for Mr. Wagner – internet stipend of $385 and Company 401(k) matching contributions of $8,130. For 2023, represents: for Mr. Kao – internet stipend of $420 and imputed income for domestic partnership insurance of $4,789; for Mr. Freeman – internet stipend of $420 and Company 401(k) matching contributions of $13,200; and for Ms. Maroney – internet stipend of $315 and Company 401(k) matching contributions of $13,200. For 2022, represents: for Mr. Kao – internet stipend of $420; for Mr. Freeman – internet stipend of $420, imputed income for domestic partnership insurance of $1,083 and Company 401(k) matching contributions of $12,200; and for Ms. Maroney – internet stipend of $420 and Company 401(k) matching contributions of $12,200. (6)Dr. Kim was not a Named Executive Officer for 2022. (7)Represents base annual salary earned for the portion of the fiscal year 2023 after Dr. Kim joined the Company. (8)Mr. Wagner was not a Named Executive Officer for 2022 or 2023.

  50. Grants of Plan-Based Awards for Fiscal Year 2024

    Grants of Plan-Based Awards for Fiscal Year 2024 The following table presents the plan-based awards granted to the Named Executive Officers in 2024.

  51. Grants of Plan-Based Awards for Fiscal Year 2024

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (i) | All Other Option Awards: Number of Securities Underlying Options (#) (j) | Exercise or Base Price of Option Awards ($/Sh) (k) | Grant Date Fair Value of Stock and Option Awards(2) ($) (l) | | (a) | (b) | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) | | | | | | John Kao | | | | | | | | | | | | | AIP(1) | — | 471,832 | 943,664 | 1,887,328 | — | — | — | — | — | — | — | | RSU Award(2) | 3/13/2024 | — | — | — | — | — | — | 330,000 | — | — | 1,650,000 | | PSU Award(2) | 3/13/2024 | — | — | — | 165,000 | 330,000 | 660,000 | — | — | — | 1,650,000 | | Thomas Freeman | | | | | | | | | | | | | AIP(1) | — | 240,942 | 481,885 | 963,770 | — | — | — | — | — | — | — | | RSU Award(2) | 3/13/2024 | — | — | — | — | — | — | 110,000 | — | — | 550,000 | | PSU Award(2) | 3/13/2024 | — | — | — | 55,000 | 110,000 | 220,000 | — | — | — | 550,000 | | Stock Award(3) | 3/13/2024 | — | — | — | — | — | — | 69,710 | — | — | 348,551 | | Stock Award(3) | 3/13/2024 | — | — | — | — | — | — | 21,000 | — | — | 105,000 | | Dawn Maroney | | | | | | | | | | | | | AIP(1) | — | 243,885 | 487,770 | 975,539 | — | — | — | — | — | — | — | | RSU Award(2) | 3/13/2024 | — | — | — | — | — | — | 130,000 | — | — | 650,000 | | PSU Award(2) | 3/13/2024 | — | — | — | 65,000 | 130,000 | 260,000 | — | — | — | 650,000 | | Stock Award(3) | 3/13/2024 | — | — | — | — | — | — | 35,890 | — | — | 179,452 | | Stock Award(3) | 3/13/2024 | — | — | — | — | — | — | 41,000 | — | — | 205,000 | | Hyong (Ken) Kim, M.D. | | | | | | | | | | | | | AIP(1) | — | 236,169 | 472,339 | 944,677 | — | — | — | — | — | — | — | | RSU Award(2) | 3/13/2024 | — | — | — | — | — | — | 140,000 | — | — | 700,000 | | PSU Award(2) | 3/13/2024 | — | — | — | 70,000 | 140,000 | 280,000 | — | — | — | 700,000 | | Stock Award(3) | 3/13/2024 | — | — | — | — | — | — | 14,970 | — | — | 74,851 | | Stock Award(3) | 3/13/2024 | — | — | — | — | — | — | 4,000 | — | — | 20,000 | | Andreas Wagner | | | | | | | | | | | | | AIP(1) | — | 192,231 | 384,462 | 768,923 | — | — | — | — | — | — | — | | RSU Award(2) | 3/13/2024 | — | — | — | — | — | — | 60,000 | — | — | 300,000 | | PSU Award(2) | 3/13/2024 | — | — | — | 30,000 | 60,000 | 120,000 | — | — | — | 300,000 | | RSU Award(2) | 2/7/2024 | — | — | — | — | — | — | 155,763 | — | — | 1,000,000 |

  52. Grants of Plan-Based Awards for Fiscal Year 2024

    (1)Awards designated “AIP” represent the threshold, target and maximum amounts of performance-based awards that our NEOs might have earned during 2024 under our Annual Incentive Plan, dependent upon our 2024 performance. Maximum payouts assume that the Annual Incentive Plan was funded at maximum levels based on applicable Company and/or business unit performance and that individual performance was also achieved at maximum levels. Awards actually earned are shown above in the “Non-Equity Incentive Plan Compensation” column of the 2024 Summary Compensation Table. Payouts depend on the achievement of predetermined, strategic and/or financial corporate performance objectives (75% of the award), as well as individual performance (25% of the award, other than for Mr. Kao, whose payout is not impacted by individual goal performance). Based on results, base payouts can range from 0% to 200% of target award amounts. In addition, a modifier (-25% to +35%) is applied to the total bonus payout based on the Company’s CMS Star Ratings. During 2024, the base salaries and target and maximum bonus opportunities were increased for certain NEOs. Target bonus opportunities for the full 2024 year reflect the weighted average of the target bonus opportunity percentages applicable to each NEO for each applicable period throughout the year. Executive officers had the option to elect to settle all or a portion of their actual AIP payouts in shares of common stock. See “Compensation Discussion and Analysis—2024 Executive Compensation Program in Detail—Annual Incentives” above for further discussion of our Annual Incentive Plan. (2)The actual value to be realized by an NEO depends upon the appreciation in value of the Company's stock and the length of time the award is held. The grant date fair value of each RSU award was computed in accordance with FASB ASC Topic 718 based on the closing stock price on the grant date. The grant date fair value of each PSU award was computed in accordance with FASB ASC Topic 718 based on assumptions discussed in Note 10 “Stock-Based Compensation” to the Company’s consolidated financial statements in the Form 10-K for the year ended December 31, 2024, as filed with the SEC, assuming target-level achievement. Threshold, target, and maximum awards are equal to 50%, 100%, and 200%, respectively, of the number of PSUs granted. The PSUs are earned based on the achievement of certain performance goals over fiscal year 2026 and will vest, to the extent achievement metrics are met, in or about March 2027. The grant date fair value of each RSU award was computed in accordance with FASB ASC Topic 718 based on the closing stock price on the grant date. RSU awards to employees are generally subject to four-year vesting provisions. (3)Represents grants of immediately vested shares of common stock taken in lieu of cash settlement under our 2023 AIP or as discretionary awards in March 2023. These amounts are included in the Summary Compensation Table as "Non-Equity Incentive Plan Compensation" paid in 2023.

  53. Narrative Disclosure to Summary Compensation Table and Grant of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grant of Plan-Based Awards Table

  54. Outstanding Equity Awards at 2024 Fiscal Year End

    Outstanding Equity Awards at 2024 Fiscal Year End The following table summarizes, for each of the Named Executive Officers, the number of shares of our common stock underlying outstanding equity awards held as of December 31, 2024.

  55. Outstanding Equity Awards at 2024 Fiscal Year End

    | | | Option Awards | | | | | Stock Awards | | | | | Number of Securities Underlying Unexercised Options | Number of Securities Underlying Unexercised Options(1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Options | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (1) | Market Value of Shares or Units of Stock That Have Not Vested(2) | | Name | Grant Date | (#) Exercisable | (#) Unexercisable | (#) | ($) | | (#) | ($) | | John Kao | 3/13/2024 | — | — | — | — | — | 330,000 | 3,712,500 | | | 3/13/2024 | — | — | — | — | — | 330,000 | 3,712,500 | | | 9/14/2023 | — | — | — | — | — | 2,543,124 | 28,610,145 | | | 9/12/2022 | — | — | — | — | — | 1,639,027 | 18,439,054 | | | 3/8/2022 | 182,482 | 182,482 | — | 9.06 | 3/8/2032 | — | — | | | 3/8/2022 | — | — | — | — | — | 248,344 | 2,793,870 | | | 3/25/2021 | 2,937,501 | 979,167 | — | 18.00 | 3/25/2031 | — | — | | | 3/25/2021 | — | — | — | — | — | 77,757 | 874,766 | | Thomas Freeman | 3/13/2024 | — | — | — | — | — | 110,000 | 1,237,500 | | | 3/13/2024 | — | — | — | — | — | 110,000 | 1,237,500 | | | 9/14/2023 | — | — | — | — | — | 1,020,442 | 11,479,973 | | | 9/12/2022 | — | — | — | — | — | 319,179 | 3,590,764 | | | 3/8/2022 | 50,183 | 50,182 | — | 9.06 | 3/8/2032 | — | — | | | 3/8/2022 | — | — | — | — | — | 68,294 | 768,308 | | | 3/25/2021 | 572,040 | 190,680 | — | 18.00 | 3/25/2031 | — | — | | | 3/25/2021 | — | — | — | — | — | 15,141 | 170,336 | | Dawn Maroney | 3/13/2024 | — | — | — | — | — | 130,000 | 1,462,500 | | | 3/13/2024 | — | — | — | — | — | 130,000 | 1,462,500 | | | 9/14/2023 | — | — | — | — | — | 1,020,442 | 11,479,973 | | | 9/12/2022 | — | — | — | — | — | 431,323 | 4,852,384 | | | 3/8/2022 | 76,034 | 76,034 | — | 9.06 | 3/8/2032 | — | — | | | 3/8/2022 | | | | | | 103,476 | 1,164,105 | | | 3/25/2021 | 773,027 | 257,675 | — | 18.00 | 3/25/2031 | — | — | | | 3/25/2021 | — | — | — | — | — | 20,462 | 230,198 | | Hyong (Ken) Kim, M.D. | 3/13/2024 | — | — | — | — | — | 140,000 | 1,575,000 | | | 3/13/2024 | — | — | — | — | — | 140,000 | 1,575,000 | | | 10/4//2023 | — | — | — | — | — | 255,102 | 2,869,898 | | | 9/14/2023 | — | — | — | — | — | 58,400 | 657,000 | | Andreas Wagner | 3/13/2024 | — | — | — | — | — | 60,000 | 675,000 | | | 3/13/2024 | — | — | — | — | — | 60,000 | 675,000 | | | 2/7/2024 | — | — | — | — | — | 155,763 | 1,752,334 |

  56. Outstanding Equity Awards at 2024 Fiscal Year End

    (1)Represents unvested options, RSUs and PSUs. PSUs granted on March 13, 2024 assume target-level achievement. PSUs granted on September 14, 2023 assume achievement at 116.8%, which we determined to be the probable achievement outcome as of December 31, 2024. Actual shares delivered under PSU awards are subject to performance conditions and therefore may vary from the target units reported here. The vesting schedules of the options, RSUs and PSUs are as follows (subject to the named executive officer’s continued employment through each applicable vesting date):

  57. Outstanding Equity Awards at 2024 Fiscal Year End

    | Name | Grant Date | Grant Type | Service-based Vesting Schedule | | John Kao | 3/13/2024 | RSUs | Vests 25% per year over 4 years with 82,500 shares vesting on each of 3/13/2025, 3/13/2026, 3/13/2027 and 3/13/2028 | | | 3/13/2024 | PSUs | Vests on or about 2/28/2027, subject to achievement of performance metrics | | | 9/14/2023 | PSUs | Vests 50% on the certification date and 50% on 12/31/25 | | | 9/12/2022 | RSUs | Vests 819,514 shares on 9/7/2025 and 819,513 shares on 9/7/2026 | | | 3/8/2022 | RSUs | Vests 25% per year over 4 years with approximately 124,172 vesting on each of 3/8/2023, 3/8/2024, 3/8/2025 and 3/8/2026 | | | 3/8/2022 | Options | Vests 25% per year over 4 years with 91,241 vesting on each of 3/8/2023, 3/8/2024, 3/8/2025 and 3/8/2026 | | | 3/25/2021 | Options | Vests 25% per year over 4 years with 979,167 vesting on each of 3/25/2022, 2023, 2024, and 2025 | | | 3/25/2021 | RSUs | Vests 25% per year over 4 years with approximately 77,758 vesting on each of 3/25/2022, 3/25/2023, 3/25/2024 and 3/25/2025 | | Thomas Freeman | 3/13/2024 | RSUs | Vests 25% per year over 4 years with approximately 27,500 shares vesting on each of 3/13/2025, 3/13/2026, 3/13/2027 and 3/13/2028 | | | 3/13/2024 | PSUs | Vests on or about 2/28/2027, subject to achievement of performance metrics | | | 9/14/2023 | PSUs | Vests 50% on the certification date and 50% on 12/31/25 | | | 9/12/2022 | RSUs | Vests 159,590 shares on 9/7/2025 and 159,589 shares on 9/7/2026. | | | 3/8/2022 | RSUs | Vests 25% per year over 4 years with approximately 34,147 vesting on each of 3/8/2023, 3/8/2024, 3/8/2025 and 3/8/2026 | | | 3/8/2022 | Options | Vests 25% per year over 4 years with approximately 25,091 vesting on each of 3/8/2023, 3/8/2024, 3/8/2025 and 3/8/2026. | | | 3/25/2021 | Options | Vests 25% per year over 4 years with 190,680 vesting on each of 3/25/2022, 2023, 2024, and 2025 | | | 3/25/2021 | RSUs | Vests 25% per year over 4 years with approximately 15,143 vesting on each of 3/25/2022, 2023, 2024, and 2025 | | Dawn Maroney | 3/13/2024 | RSUs | Vests 25% per year over 4 years with approximately 32,500 shares vesting on each of 3/13/2025, 3/13/2026, 3/13/2027 and 3/13/2028 | | | 3/13/2024 | PSUs | Vests on or about 2/28/2027, subject to achievement of performance metrics | | | 9/14/2023 | PSUs | Vests 50% on the certification date and 50% on 12/31/25 | | | 9/12/2022 | RSUs | Vests 215,662 shares on 9/7/2025 and 215,661 shares on 9/7/2026 | | | 3/8/2022 | RSUs | Vests 25% per year over 4 years with approximately 51,739 vesting on each of 3/8/2023, 3/8/2024, 3/8/2025 and 3/8/2026 | | | 3/8/2022 | Options | Vests 25% per year over 4 years with 38,017 vesting on each of 3/8/2023, 3/8/2024, 3/8/2025 and 3/8/2026 | | | 3/25/2021 | Options | Vests 25% per year over 4 years with approximately 257,676 vesting on each of 3/25/2022, 2023, 2024, and 2025 | | | 3/25/2021 | RSUs | Vests 25% per year over 4 years with approximately 20,463 vesting on each of 3/25/2022, 2023, 2024, and 2025 | | Hyong (Ken) Kim, M.D. | 3/13/2024 | RSUs | Vests 25% per year over 4 years with approximately 35,000 shares vesting on each of 3/13/2025, 3/13/2026, 3/13/2027 and 3/13/2028 | | | 3/13/2024 | PSUs | Vests on or about 2/28/2027, subject to achievement of performance metrics | | | 10/4/2023 | RSUs | Vests 25% per year over 4 years with approximately 85,034 shares vesting on each of 10/4/2024, 10/4/2025, 10/4/2026 and 10/4/2027 | | | 9/14/2023 | PSUs | Vests 50% on the certification date and 50% on 12/31/25 | | Andreas Wagner | 3/13/2024 | RSUs | Vests 25% per year over 4 years with approximately 15,000 shares vesting on each of 3/13/2025, 3/13/2026, 3/13/2027 and 3/13/2028 | | | 3/13/2024 | PSUs | Vests on or about 2/28/2027, subject to achievement of performance metrics | | | 2/7/2024 | RSUs | Vests 25% per year over 4 years with approximately 38,941 shares vesting on each of 2/7/2025, 2/7/2026, 2/7/2027 and 2/7/2028 |

  58. Outstanding Equity Awards at 2024 Fiscal Year End

    (2)The dollar amounts shown in this column are determined by multiplying the number of shares or units reported in the “Number of Shares or Units of Stock That Have Not Vested” column by $11.25, the closing price of our common stock on the last trading day of 2024.

  59. Exercises and Stock Vested During Fiscal Year 2024

    Exercises and Stock Vested During Fiscal Year 2024 The following table shows information about exercises and vesting of RSUs, restricted shares and stock options during fiscal year 2024.

  60. Exercises and Stock Vested During Fiscal Year 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | John Kao | — | — | 429,071(2) | 2,987,266 | | Thomas Freeman | — | — | 149,168(3) | 786,747 | | Dawn Maroney | — | — | 230,594(4) | 1,460,618 | | Hyong (Ken) Kim, M.D. | — | — | 104,004(5) | 1,023,421 | | Andreas Wagner | — | — | — | — |

  61. Exercises and Stock Vested During Fiscal Year 2024

    (1)The dollar amounts shown in the “Value Realized on Vesting” column are determined by multiplying (i) the number of shares that vested, by (ii) the per-share closing market price of our common stock on the vesting date. (2)Represents (a) 124,172 shares issued upon vesting of RSUs with a value realized on vesting based on a per-share closing market price of $5.39; (b) 77,757 shares issued upon vesting of RSUs with a value realized on vesting based on a per-share closing market price of $4.63; and (c) 227,142 restricted shares with a value realized on vesting based on a per-share closing market price of $8.62. (3)Represents (a) 34,147 shares issued upon vesting of RSUs with a value realized on vesting based on a per-share closing market price of $5.39; (b) 90,710 shares issued upon the grant of an immediately vested stock award with a value realized on vesting based on a per-share closing market price of $5.00; (c) 15,142 shares issued upon vesting of RSUs with a value realized on vesting based on a per-share closing market price of $4.63; and (d) 9,169 restricted shares with a value realized on vesting based on a per-share closing market price of $8.62. (4)Represents (a) 51,739 shares issued upon vesting of RSUs with a value realized on vesting based on a per-share closing market price of $5.39; (b) 76,890 shares issued upon the grant of immediately vested stock awards with a value realized on vesting based on a per-share closing market price of $5.00; (c) 20,462 shares issued upon vesting of RSUs with a value realized on vesting based on a per-share closing market price of $4.63; and (d) 81,503 restricted shares with a value realized on vesting based on a per-share closing market price of $8.62. (5)Represents (a) 18,970 shares issued upon the grant of immediately vested stock awards with a value realized on vesting based on a per-share closing market price of $5.00; and (b) 85,034 shares issued upon vesting of RSUs with a value realized on vesting based on a per-share closing market price of $10.92.

  62. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  63. Non-Employee Director Compensation

    Non-Employee Director Compensation Each of our non-employee directors receives an annual director fee and equity awards in connection with their services. In addition, each director is reimbursed for out-of-pocket expenses in connection with his or her services. While Mr. Kao serves as a director on the Board, he does not receive any compensation for his services as a director and information on his compensation as Chief Executive Officer of the Company is reported in the “Summary Compensation Table.” The Board has adopted a non-employee director compensation policy (as amended from time to time, the “Policy”). Under the Policy, newly elected non-employee directors will receive a one-time commencement award of restricted shares or restricted stock units equal to $200,000, vesting annually over three years. For 2024, non-employee directors received annual compensation with an aggregate value of $250,000, consisting of a cash retainer in an amount elected by each director from $0 to $100,000, with the balance of the aggregate compensation value paid as an equity grant of restricted shares or restricted stock units, vesting on the first anniversary of the grant date. For 2025, the aggregate annual value of the retainer was increased to $290,000. Directors are permitted to defer receipt of their RSU awards until the earlier of (i) three years from the grant date (or, if earlier, separation from service or change of control), (ii) five years from the grant date (or, if earlier, separation from service or change of control), or (iii) separation from service (or, if earlier, change of control). Under the Policy in effect for 2024, in addition to the base annual compensation payable to each board member: •our independent chairman of the Board received an annual retainer of $200,000 in restricted stock units or other long-term equity incentives, with vesting occurring on the first anniversary of the grant date; •our Lead Independent Director received an annual retainer of $35,000 (increased to $40,000 for 2025), payable 50% in cash and 50% in restricted stock units or other long-term equity incentives, with vesting occurring on the first anniversary of the grant date; •the chair of the Audit committee received an annual cash retainer of $25,000 (increased to $30,000 for 2025); •members of the Audit Committee will receive an annual cash retainer of $10,000 (increased to $15,000 for 2025); •the chair of the Compensation Committee received an annual cash retainer of $20,000 (increased to $25,000 for 2025); •each member of the Compensation Committee received an annual cash retainer of $7,500 (increased to $10,000 for 2025); •the chair of the NCGCC received an annual cash retainer of $20,000; and •each member of the NCGCC received an annual cash retainer of $7,500. All cash retainers are paid in quarterly installments in arrears. The following table summarizes, for each of our non-employee directors, the compensation received by such director for the year ended December 31, 2024.

  64. Non-Employee Director Compensation

    | | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation ($) | Total ($) | | Jody Bilney | 58,125 | 200,000 | — | 258,125 | | Thomas Carella(3) | 35,625 | 200,000(4) | — | 235,625 | | David Hodgson | 20,000 | 250,000 | — | 270,000 | | Yon Jorden | 113,750 | 150,000 | — | 263,750 | | Joseph Konowiecki | 100,000 | 350,000 | 151,411(5) | 601,411 | | Jacqueline Kosecoff | 68,125 | 200,000 | — | 268,125 | | Jeffrey Margolis(3) | 62,500 | 150,000(4) | — | 212,500 | | Margaret McCarthy | 129,375 | 167,500 | — | 296,875 | | Mark McClellan | 101,875 | 150,000 | — | 251,875 | | Robbert Vorhoff | 16,875 | 250,000 | — | 266,875 |

  65. Non-Employee Director Compensation

    (1)Includes fees earned with respect to Board and committee service during calendar year 2024. For 2024, non-employee directors received annual compensation with an aggregate annual value of $250,000, consisting of a cash retainer in an amount elected by each director from $0 to $100,000, with the balance of the aggregate compensation value paid as an equity grant of restricted shares or restricted stock units. Committee fees ranged from $7,500 to $10,000 annually, with committee chairs receiving $20,000 to $25,000 annually, in each case, payable in cash. Certain amounts are prorated for partial-year service. (2)Represents the grant date fair values associated with the grant of RSUs of Alignment made under the Policy, computed in accordance with FASB ASC Topic 718. For additional information on the assumptions used in computing the amounts reported herein, see Note 10 to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024. As of December 31, 2024, each of the directors held unvested, outstanding stock awards and stock options as follows:

  66. Non-Employee Director Compensation

    | | Restricted Shares (#) | RSUs (#) | Options (#) | | Jody Bilney | — | 49,462 | — | | Thomas Carella | — | — | — | | David Hodgson | — | 50,000 | — | | Yon Jorden | — | 39,462 | — | | Joseph Konowiecki | — | 227,614 | 17,908 | | Jacqueline Kosecoff | — | 40,000 | — | | Jeffrey Margolis | — | — | — | | Margaret McCarthy | — | 33,500 | — | | Mark McClellan | — | 30,000 | — | | Robbert Vorhoff | — | 50,000 | — |

  67. Non-Employee Director Compensation

    (3)Mr. Carella and Mr. Margolis resigned from the Board effective as of August 14, 2024 and August 13, 2024, respectively. (4)Awards granted to Mr. Carella and Mr. Margolis lapsed upon the effective dates of their resignations from the Board. (5)Includes a payment under the Company’s cash annual incentive plan in the amount of $151,411. During 2023, Mr. Konowiecki served in an executive role leading strategic network and business development. Effective upon his appointment to an executive role, we began compensating Mr. Konowiecki under the terms of his employment agreement, pursuant to which Mr. Konowiecki (i) was entitled to an annual base salary of $560,000; and (ii) was eligible on an annual basis to receive a cash bonus, with a target amount equal to 85% of his base salary and a maximum payout equal to 170% of his base salary, based on the terms and conditions of the AIP pursuant to which Mr. Konowiecki (i) was entitled to an annual base salary of $560,000; and (ii) was eligible on an annual basis to receive a cash bonus, with a target amount equal to 85% of his base salary and a maximum payout equal to 170% of his base salary, based on the terms and conditions of the AIP. Mr. Konowiecki’s employment terminated as of December 31, 2023. During 2024, he continued to serve as Chairman and was compensated under the Policy.

  68. Pay Versus Performance

    Pay Versus Performance The following table and supporting graphics below set out information regarding fiscal years ended December 31, 2024, 2023 and 2022 in satisfaction of Item 402(v) of Regulation S-K, which requires disclosure regarding executive “Compensation Actually Paid” or “CAP” (as calculated in accordance with SEC rules) as compared to certain Company performance measures. You should refer to the “Compensation Discussion and Analysis” in this proxy statement for a complete description of how executive compensation relates to Company performance and how the Compensation Committee makes its decisions.

  69. Pay Versus Performance

    | | | | | | Year-end value of $100 invested on 3/26/2021 in: | | | | | Year | Summary Comp. Table Total for John Kao(1) ($) | Comp. Actually Paid to John Kao (2) ($) | Average Summary Comp. Table Total for Non-PEO NEOs (3) ($) | Average Comp. Actually Paid to Non-PEO NEOs (4) ($) | ALHC(5) ($) | NASDAQ Health Care Index Total Shareholder Return(6) ($) | Net Income (in millions) (7) ($) | Adj. EBITDA (in millions) (8) ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 6,369,165 | 25,237,077 | 2,715,002 | 7,114,604 | 64.99 | 82.17 | (128.07) | 1.34 | | 2023 | 14,296,476 | (2,674,822) | 4,760,449 | 1,769,823 | 49.74 | 82.87 | (148.17) | (35.3) | | 2022 | 34,070,592 | 25,813,278 | 7,327,470 | 5,661,779 | 67.94 | 77.79 | (149.6) | (26.7) | | 2021 | 45,998,851 | 37,304,187 | 10,891,546 | 10,053,244 | 81.22 | 97.76 | (195.3) | (33.1) |

  70. Pay Versus Performance

    (1)The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Kao (the “PEO”) for each corresponding year in the “Total” column of the Summary Compensation Table (“SCT”) in this proxy statement. (2)The dollar amounts reported in column (c) represent the amount of “compensation actually paid” (“CAP”) to the PEO computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEO’s total compensation for each year to determine the CAP:

  71. Pay Versus Performance

    | | 2024 | 2023 | 2022 | 2021 | | Total Compensation from SCT | $6,369,165 | $14,296,476 | $34,070,592 | $45,998,851 | | Less Reported Value of Equity Awards from SCT | $(3,300,000) | $(12,497,891) | $(32,437,510) | $(44,406,749) | | Subtotal | $3,069,165 | $1,798,585 | $1,633,082 | $1,592,102 | | Year-end fair value of any equity awards granted in applicable year that are outstanding and unvested as of the end of the year | $7,425,000 | $16,247,259 | $27,710,914 | $20,804,877 | | The amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year | $17,121,231 | $(12,858,959) | $(1,347,517) | $8,950,439 | | For awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value | $(2,378,320) | $(7,861,706) | $(2,183,201) | $5,956,769 | | Net Adjustment to Subtotal | $22,167,912 | $(4,473,407) | $24,180,196 | $35,712,085 | | Compensation Actually Paid | $25,237,077 | $(2,674,822) | $25,813,278 | $37,304,187 |

  72. Pay Versus Performance

    (3)The dollar amounts reported in column (d) are the average of the amounts of total compensation reported for the non-PEO NEOs for each corresponding year in the “Total” column of the SCT. For 2024, the Non-PEO NEOs were Thomas Freeman, Dawn Maroney, Hyong (Ken) Kim, M.D. and Andreas Wagner. For 2023, the Non-PEO NEOs were Thomas Freeman, Dawn Maroney, Hakan Kardes and Hyong (Ken) Kim, M.D. For 2022, the Non-PEO NEOs were Thomas Freeman, Dawn Maroney, Dinesh Kumar and Richard Cross. For 2021, the Non-PEO NEOs were Thomas Freeman, Dawn Maroney, Dinesh Kumar and Rajesh Shrestha. (4)The dollar amounts reported in column (e) represent the average amount of CAP to the non-PEO NEOs as a group computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the Non-PEO NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Non-PEO NEOs for each year to determine the CAP:

  73. Pay Versus Performance

    | | 2024 | 2023 | 2022 | 2021 | | Average Total Compensation from SCT | $2,715,002 | $4,760,449 | $7,327,470 | $10,891,546 | | Less Average Reported Value of Equity Awards from SCT | $(1,350,000) | $(3,786,785) | $(6,383,827) | $(9,913,214) | | Subtotal | $1,365,002 | $973,664 | $943,643 | $978,332 | | Year-end fair value of any equity awards granted in applicable year that are outstanding and unvested as of the end of the year | $2,913,083 | $4,110,320 | $5,881,206 | $4,532,610 |

  74. Pay Versus Performance

    | | 2024 | 2023 | 2022 | 2021 | | The amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year | $3,094,951 | $(1,755,990) | $(551,977) | $2,876,585 | | For awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value | $(258,432) | $(1,558,171) | $(611,093) | $1,665,717 | | Total Net Adjustment to Subtotal | $5,749,602 | $796,159 | $4,718,136 | $9,074,912 | | Compensation Actually Paid | $7,114,604 | $1,769,823 | $5,661,779 | $10,053,244 |

  75. Pay Versus Performance

    (5)Cumulative TSR for ALHC is calculated by dividing the sum of the cumulative amount of dividends for each of 2021, 2022 and 2023, assuming dividend reinvestment, and the difference between ALHC’s share price at the end and the beginning of each such year by ALHC’s share price at the beginning of each such year. (6)Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: NASDAQ Healthcare Index. (7)The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. (8)Adjusted EBITDA is a non-GAAP financial measure that is presented as supplemental disclosure, that we define as net loss before interest expense, income taxes, depreciation and amortization expense, transaction-related expenses, acquisition expenses, certain litigation costs and settlements, gains or losses on ROU assets, equity-based compensation expense, and loss on extinguishment of debt. Adjusted EBITDA should not be considered in isolation of, or as an alternative to, measures prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). There are a number of limitations related to the use of adjusted EBITDA in lieu of net loss, which is the most directly comparable financial measure calculated in accordance with GAAP. An explanation of our non-GAAP measures, how they are calculated and reconciliations to the most directly comparable GAAP financial measures can be found in the Appendix to this proxy statement.

  76. Descriptions of the Information Presented in the Pay Versus Performance Table

    Descriptions of the Information Presented in the Pay Versus Performance Table The illustrations below compare CAP and the following measures: •the Company’s cumulative TSR and the NASDAQ Healthcare Index’s cumulative TSR; •the Company’s Net Income; and •the Company’s Adjusted EBITDA. vs. TSR Compensation ($000s) $60,000 $50,000 $40,000 $30,000 $20,000 $10,000 $- 03/06/2021 2021 2022 $100.00 $75.00 $50.00 $25.00 $- Total Shareholder Return on $100 Invested at Beginning of Period CEO Compensation Actually Paid Average NEO Compe

  77. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following information about the relationship between the annual total compensation of our median employee and the annual total compensation of our CEO. Our compensation philosophy is designed to attract and retain high-quality talent and provide total compensation opportunities that support our pay-for-performance objectives. Compensation varies for employees by position and geographic location based on competitive market factors. Our associates’ total compensation may include base pay, incentive pay, overtime and other supplemental pay. We regularly review associate compensation for both internal pay equity and competitiveness within the health care industry. With respect to our CEO and other Named Executive Officers, the Compensation Committee has selected a compensation package composed in large part of variable and at-risk compensation, which the committee believes will appropriately incentivize retention and performance. For more information, please see the “Compensation Discussion and Analysis” section of this proxy statement. For 2024, our CEO pay ratio was 90:1. This ratio was calculated in compliance with the requirements set forth in Item 402(u) of Regulation S-K using the amount of our CEO’s compensation reported in the "Summary Compensation Table" for 2024, which is $6,369,165. Outlined below is the process that was applied for identifying our median associate for our comparative compensation analysis of the median associate to our CEO: •We identified the median associate using 1,689 global full-time, part-time, temporary and seasonal associates employed as of December 31, 2024; •We consistently applied 2024 W-2 earnings as compensation measure for the median associate; •We then calculated the median associate’s compensation in the same manner as the Named Executive Officers in the Summary Compensation Table in this proxy statement; and •Applying this methodology, our median associate’s total compensation was $70,853; and •With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of the “Summary Compensation Table” for 2024 on page 55.

  78. Adjusted EBITDA

    Adjusted EBITDA Adjusted EBITDA is a non-GAAP financial measure that we define as net loss before interest expense, income taxes, depreciation and amortization expense, acquisition expenses, certain litigation costs, gains or losses on right of use ("ROU") assets, gains or losses on sale of property and equipment, restructuring costs, equity-based compensation expense and loss on extinguishment of debt. Adjusted EBITDA is a key measure used by our management and our Board of Directors to understand and evaluate our operating performance and trends, to prepare and approve our annual budget and to develop short and long-term operating plans. In particular, we believe that the exclusion of the amounts eliminated in calculating Adjusted EBITDA provides useful measures for period-to-period comparisons of our business. Given our intent to continue to invest in our platform and the scalability of our business in the short to medium-term, we believe Adjusted EBITDA over the long term will be an important indicator of value creation. Adjusted EBITDA should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA in lieu of net loss, which is the most directly comparable financial measure calculated in accordance with GAAP. Our use of the term Adjusted EBITDA may vary from the use of similar terms by other companies in our industry and accordingly may not be comparable to similarly titled measures used by other companies. Adjusted EBITDA is reconciled as follows:

  79. Adjusted EBITDA

    | | Year Ended December 31, | | | | 2024 | 2023 | | (dollars in thousands) | | | | Net loss | $(128,071) | $(148,173) | | Less: Net loss attributable to noncontrolling interest | 36 | 156 | | Adjustments: | | | | Interest expense | 23,547 | 21,231 | | Depreciation and amortization (1) | 27,062 | 21,668 | | Income tax expense (benefit) | 21 | (22) | | Equity-based compensation (2) | 71,132 | 66,835 | | Acquisition expenses (3) | 26 | 977 | | Litigation costs (4) | 2,069 | 2,298 | | (Gain) loss on ROU assets (5) | 143 | (289) | | Gain on sale of property and equipment | (9) | — | | Restructuring costs (6) | 2,363 | — | | Loss on extinguishment of debt | 3,020 | | | Adjusted EBTIDA | $1,339 | $(35,319) |

  80. Adjusted EBITDA

    (1) Includes $0.6 million in impairment expense related to intangible assets that were written off during the year (2) Represents equity-based compensation related to grants made in the applicable year, as well as equity-based compensation related to the timing of the IPO, which includes previously issued stock appreciation rights ("SARs") liability awards, modifications related to transaction vesting units, and grants made in conjunction with the IPO (3)Represents acquisition-related fees, such as legal and advisory fees, that are non-capitalizable (4) Represents certain litigation costs considered outside of the ordinary course of business based on the following considerations which we assess regularly: (i) the frequency of similar cases that have been brought to date, or are expected to be brought within two years, (ii) complexity of the case, (iii) nature of the remedies sought, (iv) litigation posture of the Company, (v) counterparty involved, and (vi) the Company's overall litigation strategy (5) Represents gains or losses related to ROU assets that were terminated or subleased in the respective period (6) Represents severance and related costs incurred as part of a corporate restructuring, that took place during 2024, designed to streamline our organizational structure and drive operational efficiencies IS IMPORTANT! PLEASE VOTE BY: INTERNET Go To: www.proxypush.com/ALHC Cast your vote online Have your Proxy Card ready Follow the simple instructions to record your vote PHONE Call 1-866-314-3346 Use any touch-tone telephone Have your Proxy Card ready Follow the simple recorded instructions MAIL Mark, sign and date your Proxy Card Fold and return your Proxy Card in the postage-paid envelope provided You must register to attend the meeting online and/or participate at www.proxydocs.com/ALHC P.O. BOX 8016, CARY, NC 27512-9903 Alignment Healthcare, Inc. Annual Meeting of Stockholders For Stockholders of record as of April 10, 2023 TIME: Tuesday, June 6, 2023, 8:00 AM Pacific Time PLACE: Annual Meeting to be held live via the Internet Please visit www.proxydocs.com/ALHC for more details. This proxy is being solicited on behalf of the Board of Directors The undersigned hereby appoints John Kao and Thomas Freeman (the "Named Proxies"), and each or either of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of capital stock of Alignment Healthcare, Inc. which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be operly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED IDENTICAL TO THE BOARD OF DIRECTORS RECOMMENDATION. This proxy, when properly executed, will be voted in the manner directed herein. In their discretion, the Nam ed Proxies are authorized to vote upon such other matters that may properly come before the meeting or any adjournment or postponement thereof. You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The Named Proxies cannot vote your shares unless you sign (on the reverse side) and return this card PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE