DEF 14A of Alight, Inc. / Delaware, Apr 27, 2026

DEF 14A of Alight, Inc. / Delaware

Filed Apr 27, 2026 · FY20250001628280-26-027616

Open on EDGAR

  1. Our Board of Directors

    Our Board of Directors The biographies of each of our current directors, including our Class II director nominees, are included below. Each of the biographies highlights specific experience, qualifications, attributes, and skills that led us to conclude that such person should serve as a director. We believe that, as a whole, our Board exemplifies the highest standards of personal and professional integrity and the requisite skills and characteristics, leadership traits, work ethic and independence to provide effective oversight. No director or executive officer is

  2. Our Board of Directors

    | Proxy Statement and Meeting Overview | Board of Directors | Corporate Governance | Executive Compensation | Auditor Approval | Say-On- Pay | Board Declassification | Officer Exculpation | Reverse Stock Split | Additional Information |

  3. Our Board of Directors

    | | 13 |

  4. Our Board of Directors

    related by blood, marriage or adoption to any other director or executive officer. Three of our current directors, Messrs. Fradin, Foley and Massey, were initially designated pursuant to our Investor Rights Agreement (see the “Certain Relationships and Related Person Transactions – Investor Rights Agreement” section of this Proxy Statement) and one of our current directors, Ms. Rushing, was initially designated pursuant to a Cooperation Agreement, dated May 5, 2024, by and between the Company and Starboard Value and Opportunity Master Fund, Ltd. (“Starboard”). Otherwise, no arrangements or understandings exist between any director and any other person pursuant to which such person was selected as a director or nominee.

  5. Our Board of Directors

    | | | | | | COMMITTEES | | | | NAME | AGE | CLASS | APPOINTED | CURRENT TERM EXPIRES | AUDIT | COMPENSATION | NOMINATING AND CORPORATE GOVERNANCE | | DIRECTOR NOMINEES | | | | | | | | | Russell P. Fradin* | 70 | II | 2025 | 2026 | | | | | Robert A. Lopes, Jr. | 62 | II | 2025 | 2026 | | | | | Richard N. Massey | 70 | II | 2021 | 2026 | | | | | CONTINUING DIRECTORS | | | | | | | | | William P. Foley, II | 81 | III | 2021 | 2027 | | | | | Siobhan Nolan Mangini | 45 | III | 2024 | 2027 | | | | | Coretha M. Rushing | 70 | III | 2024 | 2027 | | | | | Denise Williams | 65 | III | 2023 | 2027 | | | | | Michael E. Hayes | 55 | I | 2025 | 2028 | | | | | Kausik Rajgopal | 52 | I | 2023 | 2028 | | | | | Robert A. Schriesheim | 65 | I | 2025 | 2028 | | | | | Rohit Verma | 51 | I | 2026 | 2028 | | | |

  6. Our Board of Directors

    Committee Member *Chairperson of the Board Committee Chair

  7. Our Board of Directors

    | Proxy Statement and Meeting Overview | Board of Directors | Corporate Governance | Executive Compensation | Auditor Approval | Say-On- Pay | Board Declassification | Officer Exculpation | Reverse Stock Split | Additional Information |

  8. 14 2026 PROXY STATEMENT

    14 2026 PROXY STATEMENT

  9. Director Skills and Experience Matrix

    Director Skills and Experience Matrix Each of the Board’s directors and director nominees possesses core competencies that contribute to their service on the Board. In addition to those qualifications, our directors collectively possess skill sets that are directly relevant to the Company’s business and strategic objectives. The following table summarizes the key skills and experiences of each director and director nominee that your Board considered important in its original decision to nominate, and each decision to re-nominate that individual to your Board. Further details about each of the director’s and director nominee’s qualifications are set forth in their individual biographies.

  10. Director Skills and Experience Matrix

    | Skill | Russell P. Fradin | William P. Foley, II | Michael E. Hayes | Robert A. Lopes, Jr. | Siobhan Nolan Mangini | Richard N. Massey | Kausik Rajgopal | Coretha M. Rushing | Robert A. Schriesheim | Rohit Verma | Denise Williams | | Industry Knowledge & Experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Privacy and Security | ✓ | ✓ | ✓ | | ✓ | | ✓ | | ✓ | ✓ | | | Strategic Planning | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Risk Management | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | | ✓ | ✓ | | | Corporate Governance | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | Technology / Product Development | | ✓ | ✓ | | | | ✓ | | | ✓ | ✓ | | Financial Control / Audit | ✓ | ✓ | | | ✓ | ✓ | | | ✓ | | ✓ | | Marketing / Branding | ✓ | ✓ | ✓ | | | ✓ | | | | ✓ | | | People and Culture | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Senior Leadership | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | CEO Experience | ✓ | ✓ | | ✓ | | ✓ | | | | ✓ | |

  11. Director Skills and Experience Matrix

    | Skills & Experience | Definition and Application to Alight | | Industry Knowledge & Experience | A background in managing or supervising the health, wealth, wellbeing and leaves benefits administration, and/or software & technology, which allows directors to bring practical understanding of our business and effective oversight of implementation of strategy. | | Privacy and Security | Experience in information security, data privacy, and cybersecurity or other education or experiences which positions our Board to oversee our suite of products and services as well as privacy and cybersecurity risks. | | Strategic Planning | A background in strategy which allows our directors to bring a practical understanding of developing, implementing and addressing our business strategy and development plans. | | Risk Management | Experience in managing or supervising systems or processes for identifying, assessing, and mitigating the total risk of a global business enterprise is important to the Company’s long-term success. | | Corporate Governance | A background in serving on or working with public company boards or having other experiences which provide a deep knowledge of corporate governance practices and policies and an appreciation for how those may impact a public company. | | Technology/Product Development | A background in product and software development, technology architecture and digital transformation through the development and evolution of technology platforms, including through the use of artificial intelligence or machine learning, to support our ability to provide clients digital choices, solutions and functionality, end to end. | | Financial Control/Audit | A background in financial markets, financing, and financial reporting processes. | | Marketing/Branding | Experience with the marketing and branding of products, building brand awareness, and enhancing our corporate reputation. | | People and Culture | A background in managing people and teams, including recruitment, retention, development, compensation, and incentivization of key talent, or other experiences which provide strategic value in overseeing our efforts to recruit, retain, and develop people and teams and in determining compensation for our CEO and other senior executives. | | Senior Leadership | Prior experience as an executive or in senior management of a company. Prior leadership experience allows directors to bring insight and offer guidance from their prior experiences. | | CEO Experience | Prior experience as the chief executive officer of a company. Prior chief executive experience allows directors to bring insight and offer guidance to our executive leadership team, including our CEO. |

  12. Director Skills and Experience Matrix

    | Proxy Statement and Meeting Overview | Board of Directors | Corporate Governance | Executive Compensation | Auditor Approval | Say-On- Pay | Board Declassification | Officer Exculpation | Reverse Stock Split | Additional Information |

  13. Director Skills and Experience Matrix

    | | 15 |

  14. Class II Director Nominees

    Class II Director Nominees

  15. Russell P. Fradin, Chairman

    Russell P. Fradin, Chairman Mr. Fradin is Operating Partner at CD&R, a position he has held since April 2016. He played the lead operating role in CD&R’s investments in Capco, Sirius (NASDAQ: SIRI) and TRANZACT, serving as chairman until CD&R’s exit. Prior to joining CD&R, he served as president and CEO at SunGard Data Systems, a software and IT services provider, from 2011 until the company’s acquisition by FIS in 2015. Prior to SunGard, he served as the chairman and CEO of Aon Hewitt, a global leader in human resource solutions. Previously, he was CEO of BISYS Group, Inc. and held a range of senior executive positions at Automatic Data Processing, both providers of business outsourcing solutions. He worked many years as a management consultant at McKinsey & Company, where he was a senior partner. He is currently chairman of Vialto Partners and also serves on the board of TransUnion (NYSE: TRU). From 2016 until 2024, Mr. Fradin served on the board of Hamilton Insurance Group, Ltd. (NYSE: HG), where he served on the Compensation and Personnel Committee (Chair) from 2022 to 2024. Mr. Fradin also served on the board of Best Buy Co., Inc. (NYSE: BBY) from 2013 until 2020. Mr. Fradin has an M.B.A. from Harvard Business School and a B.S. in economics and finance from The Wharton School of the University of Pennsylvania. Mr. Fradin’s qualifications to serve on the Board include his relevant experience as the chairman and chief executive officer of a global leader in human resource solutions and his valuable experience as president and chief executive officer of a large software and IT services provider, as well as his other board and board leadership roles. DIRECTOR SINCE 2025 AGE 70 COMMITTEES

  16. None

    None

  17. Robert A. Lopes, Jr., Director

    Robert A. Lopes, Jr., Director Mr. Lopes, Jr. currently serves on the board of directors of Wilson, a human resources company, and Exzeo Group Inc. (NYSE: XZO), a technology and data analytics company focused on the insurance industry, where he serves as the Chair of the Compensation Committee and a member of the Audit Committee. Previously, Mr. Lopes served as Chief Human Resources Officer, Randstad North America at Randstad, a recruitment and staffing agency, from October 2020 to May 2023, and as Group President, North America, at Randstad from June 2017 to October 2020. Prior to Randstad, Mr. Lopes served as CEO of Acclaris, a healthcare administration technology company, from 2011 to 2014, and as Executive Vice President, Human Capital, at Aon (NYSE: AON), from 2008 to 2011. Prior to that, Mr. Lopes was President and CEO of Veritude, the HR services and staffing company of Fidelity Investments and a Managing Director of Fidelity Capital. Prior to Fidelity, Mr. Lopes was the Global Managing partner for Towers Perrin’s (n/k/a Willis Towers Watson PLC) (Nasdaq: WTW) HR & benefits outsourcing businesses, where he was responsible for operations in North America and Europe. Mr. Lopes holds a business degree from the University of Notre Dame. Mr. Lopes’ qualifications to serve on the Board include his multiple decades of human resources leadership positions, including experience as the Executive Vice President, Human Capital at Aon and his directorship at a human resources company, as well as his general leadership and management acumen. DIRECTOR SINCE 2025 AGE 62 COMMITTEES

  18. Richard N. Massey, Director

    Richard N. Massey, Director Mr. Massey served as Chairman of Foley Trasimene Acquisition Corp. (“FTAC”), Alight’s predecessor, from April 2021 to July 2021. He also has served as Chief Executive Officer of FTAC from March 2020 to July 2021 and served as a member of the FTAC board of directors from May 2020 to July 2021. In addition, he serves as a Senior Managing Director of Trasimene since November 2019. Mr. Massey served as Chief Executive Officer of Cannae Holdings, Inc. (NYSE: CNNE) (“Cannae”) from November 2019 until February 2024. Mr. Massey has also served as the Chief Executive Officer of each of Austerlitz Acquisition Corp. I (NYSE: AUS) and Austerlitz Acquisition Corp. II (NYSE: ASZ) from January 2021 through December 2022 and served as a director of each company from February 2021 until April 2022. Mr. Massey also served as Chief Executive Officer of Foley Trasimene Acquisition Corp. II from July 2020 until March 2021 and as a director from August 2020 until March 2021. Mr. Massey served as the Chairman and principal shareholder of Bear State Financial, Inc., a publicly traded financial institution from 2011 until April 2018. Mr. Massey has served on the board of directors of Dun & Bradstreet since February 2019. Mr. Massey previously served on Black Knight Inc.’s board of directors from December 2014 until July 2020, Cannae’s board from June 2018 until June 2024 and on FNF’s board of directors from February 2006 until January 2021. Mr. Massey has been a partner in Westrock Capital, LLC, a private investment partnership since January 2009. Prior to that, Mr. Massey was Chief Strategy Officer and General Counsel of Alltel Corporation and served as a Managing Director of Stephens Inc., a private investment bank, during which time his financial advisory practice focused on software and information technology companies. Mr. Massey also formerly served as a director of Fidelity National Information Services Inc. (NYSE: FIS), Bear State Financial, Inc. and FGL Holdings (NYSE: FG). Mr. Massey is also a director of the Oxford American Literary Project and of the Arkansas Razorback Foundation. Mr. Massey has a long track record in corporate finance and investment banking, as a financial, strategic, and legal advisor to public and private businesses, and in identifying, negotiating, and consummating mergers and acquisitions. Mr. Massey’s qualifications to serve on the Board include his significant financial expertise and experience on the boards of a number of public companies. DIRECTOR SINCE 2021 AGE 70 COMMITTEES

  19. Compensation (Chair)

    Compensation (Chair)

  20. Nominating and Corporate

    Nominating and Corporate

  21. Governance

    Governance

  22. Governance

    | Proxy Statement and Meeting Overview | Board of Directors | Corporate Governance | Executive Compensation | Auditor Approval | Say-On- Pay | Board Declassification | Officer Exculpation | Reverse Stock Split | Additional Information |

  23. Governance

    | | 17 |

  24. Class III Directors (Terms to Expire in 2027)

    Class III Directors (Terms to Expire in 2027)

  25. William P. Foley, II, Director

    William P. Foley, II, Director Mr. Foley has served on the board of directors of Alight since April 2021, including as non-executive Chairman until February 2025, and served on the board of its predecessor, FTAC, from May 2020 through April 2021 and as the Executive Chairman of FTAC from March 2020 until May 2020. Mr. Foley has served as the Chairman of Cannae Holdings, Inc. (NYSE: CNNE) (“Cannae”) since July 2017 (including as non-executive Chairman since May 2018). Mr. Foley has served as the Managing Member and a Senior Managing Director of Trasimene Capital Management, LLC (“Trasimene”), a private company that provides certain management services to Cannae, since November 2019. Mr. Foley is a founder of Fidelity National Financial (NYSE: FNF) (“FNF”) and has served as Chairman of the board of directors of FNF since 1984. He served as Chief Executive Officer of FNF until May 2007 and as President of FNF until December 1994. Mr. Foley has also served as non-executive Chairman of Dun & Bradstreet (NYSE: DNB) (“DNB”) since February 2019 and as Executive Chairman since February 2022. Mr. Foley served as director of System 1, Inc. (NYSE: SST) from January 2022 through March 2023. Mr. Foley formerly served as Chairman of Black Knight, Inc. (NYSE: BKI), Chairman of Paysafe Ltd. (NYSE: PSFE) (“Paysafe”), Co-Chairman of FGL Holdings (NYSE: FG), as Vice Chairman of Fidelity National Information Services Inc. (NYSE: FIS), and as a director of Ceridian HCM Holdings, Inc. (NYSE: CDAY) and special purpose acquisition companies FTAC, Foley Trasimene Acquisition Corp. II, Austerlitz Acquisition Corporation I (NYSE:AUS), Austerlitz Acquisition Corporation II (NYSE: ASZ), and Trebia Acquisition Corp. Mr. Foley is Executive Chairman and Chief Executive Officer of Black Knight Sports and Entertainment LLC, which is the private company that owns the Vegas Golden Knights, a National Hockey League team. He is also the founder and owner of Foley Family Wines Inc., a private company. Mr. Foley serves on the boards of numerous foundations, including The Foley Family Charitable Foundation and the Cummer Museum of Art and Gardens. He is a founder, trustee and director of The Folded Flag Foundation, a charitable foundation that supports our nation’s Gold Star families. After receiving his B.S. degree in engineering from the United States Military Academy at West Point, Mr. Foley served in the U.S. Air Force, where he attained the rank of captain. Mr. Foley received his M.B.A. from Seattle University and his J.D. from the University of Washington. Mr. Foley’s qualifications to serve on the Board include 40 years as a director and executive officer of FNF, his strategic vision, his experience as a board member and executive officer of public and private companies in a wide variety of industries, and his strong track record of building and maintaining stockholder value and successfully negotiating mergers, acquisitions and other strategic transactions. DIRECTOR SINCE 2021 AGE 81 COMMITTEES

  26. Nominating and Corporate

    Nominating and Corporate

  27. Governance

    Governance

  28. Governance

    | Proxy Statement and Meeting Overview | Board of Directors | Corporate Governance | Executive Compensation | Auditor Approval | Say-On- Pay | Board Declassification | Officer Exculpation | Reverse Stock Split | Additional Information |

  29. 18 2026 PROXY STATEMENT

    18 2026 PROXY STATEMENT

  30. Siobhan Nolan Mangini, Director

    Siobhan Nolan Mangini, Director Ms. Nolan Mangini is a Partner at Venrock, where she focuses on investments in healthcare technology and services. She served as President & CFO of NGM Bio (Nasdaq: NGM) (“NGM”), an innovative biology-driven clinical stage biotech from June 2022 to December 2023 and as Chief Financial Officer of NGM from July 2020 to June 2022. Prior to NGM, Ms. Nolan Mangini served in a number of roles of increasing responsibility at Castlight Health (NYSE: CSLT) (“CSLT”), a formerly publicly traded enterprise cloud-based software company in the health and benefits sector, from February 2012 to March 2020. Her roles included leading CSLT as President and CFO from July 2019 to March 2020, Chief Financial Officer from July 2016 to July 2019, VP, Finance & Business Operations from October 2015 through June 2016, Senior Director, Operations and Financial Planning from November 2014 through September 2015 and Director, Strategy and Business Development from February 2012 through November 2014. Earlier in her career, Ms. Nolan Mangini was a management consultant at Bain & Company and in investment management managing the endowment of the Kaiser Family Foundation. Ms. Nolan Mangini has served on the board and as chair of the audit committee of Marathon Health, a private primary care company, since August 2021, and on the board and as chair of the audit committee of Cityblock Health, a private tech-driven provider for communities with complex needs, since February 2024. Ms. Nolan Mangini has served on the board of SmithRx, a private pharmacy benefit manager, since January 2023 and Virta Health, a private diabetes reversal company, since February 2023. She served on the board, and as audit committee chair, of Artemis Health, a private data warehousing company, from February 2020 to March 2022. Ms. Nolan Mangini holds an MBA from the Stanford Graduate School of Business, an MPA from the Harvard Kennedy School of Government, and BS in Economics from the Wharton School and the University of Pennsylvania. She is also a Chartered Financial Analyst. Ms. Nolan Mangini is a founding member of the operator network of January Ventures, a fund that opens doors for the visionary founders of the future and is a mentor through Creative Destruction Labs. Ms. Nolan Mangini’s qualifications to serve on the Board include her track record of successfully delivering innovative solutions and carrying them forward from strategy to execution across two public companies, her experience in senior leadership, including as Chief Financial Officer at two publicly traded companies, her board and audit committee service and her financial expertise. DIRECTOR SINCE 2024 AGE 45 COMMITTEES

  31. Coretha M. Rushing, Director

    Coretha M. Rushing, Director Ms. Rushing has served as the President of CR Consulting Alliance, LLC, a human resources consulting firm, since 2019, and the Managing Director and Executive Mentor for The ExCo Group, LLC (f/k/a Merryck & Co.), a global executive coaching and mentoring firm, since 2020. Ms. Rushing has over 36 years of human resources experience and has held numerous executive leadership positions, including at Equifax Inc. (NYSE: EFX) (“Equifax”), Coca-Cola Company (NYSE: KO) (“Coca-Cola”), PepsiCo Inc. (Nasdaq: PEP) (“PepsiCo”) and IBM Corp. (NYSE: IBM) (“IBM”). Most recently, Ms. Rushing served as Corporate Vice President and Chief Human Resources Officer of Equifax from 2006 to 2020. Before that, Ms. Rushing served as the Senior Vice President and Chief Human Resources Officer of Coca-Cola, where she was employed from 1996 until 2005. Prior to that, Ms. Rushing worked in several senior level positions for Pizza Hut (a division of PepsiCo) from 1994 to 1996 and IBM from 1983 to 1994. Ms. Rushing has also served on the board of ThredUp Inc. (Nasdaq: TDUP), a large resale apparel platform for women and children, since January 2022, where she is a member of the Compensation Committee. Previously, Ms. Rushing served on the boards of Benefitfocus.com, Inc., a publicly traded cloud-based benefits platform software company, from March 2021 to January 2023, 2U, Inc. (Nasdaq: TWOU), a publicly-traded cloud based educational technology company, April 2016 until September 2024, and Nuvei, Inc. (Nasdaq: NVEI), a Montreal, Canadian-based payment processing business, from August 2023 until April 2024. She is also Chair and then Chair Emeritus of The Society for Human Resource Management. Ms. Rushing holds a Master of Education in Human Resources and Counseling from The George Washington University and a Bachelor of Science in Early Childhood Development and Industrial Psychology from East Carolina University. Ms. Rushing’s qualifications to serve on the Board include her industry experience in human resources and benefits administration, deep understanding of the Company’s customer base, and public company board experience. DIRECTOR SINCE 2024 AGE 70 COMMITTEES

  32. Compensation

    Compensation

  33. Nominating and Corporate

    Nominating and Corporate

  34. Governance

    Governance

  35. Denise Williams, Director

    Denise Williams, Director Ms. Williams served as Chief People Officer at Fidelity National Information Services Inc. (NYSE: FIS), a global leader in financial services technology, from April 2016 until December 2024. Between 2001 and 2016, Ms. Williams served in several capacities for IBM. Most recently, from May 2011 to April 2016, Ms. Williams served as Vice President, Human Resources North America; from May 2007 to May 2011 as the Director Human Resources – Global Hardware Sales; from May 2004 to May 2007, as the Director Human Resources – Websphere; and from June 2001 to May 2004 as the Program Manager of Executive Compensation & Succession Planning. Ms. Williams previously held human resources roles at Alliance Bernstein, First Data, Avis, and Coopers & Lybrand. Ms. Williams earned her bachelor’s degree from SUNY Albany and is a current member of the Human Resources Policy Association and the Center on Executive Compensation. Ms. Williams’ qualifications to serve on the Board include her more than 25 years of experience in human resources and her leadership experience across numerous market-leading organizations. DIRECTOR SINCE 2023 AGE 65 COMMITTEES

  36. Class I Directors (Terms to Expire in 2028)

    Class I Directors (Terms to Expire in 2028)

  37. Michael E. Hayes, Director

    Michael E. Hayes, Director Mr. Hayes is Managing Director at Insight Partners, a global software investment firm, a position he has held since January 2024. Prior to Insight Partners, Mr. Hayes was the Chief Operating Officer at VMware, a cloud computing and virtualization technology company, from October 2020 to January 2024. Before that, Mr. Hayes served as Senior Vice President and Head of Strategic Operations for Cognizant Technology Solutions Corporation (NASDAQ: CTSH), an IT consulting and services company, from January 2017 to October 2020. Mr. Hayes also previously spent four years at Bridgewater Associates, an investment management firm, where he served in Chief of Staff to CEO and COO roles from July 2013 to January 2017. Prior to Bridgewater, he spent 20 years in the U.S. Navy SEALs, where he began his career as one of 19 graduates from a class of 120 and his last role was Commanding Officer, SEAL Team TWO, where he led a 2,000 person Special Operations Task Force in Afghanistan. Before that, Mr. Hayes was selected as a White House Fellow and served two years as Director, Defense Policy and Strategy at the National Security Council. Mr. Hayes also currently serves on the board of Immuta, a data governance company, and is the founding board member of the National Medal of Honor Museum. Mr. Hayes holds an M.A. in Public Policy from Harvard's Kennedy School and received his B.A. from Holy Cross College. His military decorations include the Bronze Star for valor in combat in Iraq, a Bronze Star for service in Afghanistan, and the Defense Superior Service Medal from the White House. He is a lifetime member of the Council on Foreign Relations and the author of "Never Enough" and "Mission Driven". Mr. Hayes’s qualifications to serve on the Board include his significant officer experience at large, public technology companies, his profound experience as a Commanding Officer of the U.S. Navy SEALs and military service as well as his general leadership and management skills. DIRECTOR SINCE 2025 AGE 55 COMMITTEES

  38. Kausik Rajgopal, Director

    Kausik Rajgopal, Director Mr. Rajgopal has served as Executive Vice President of Strategy, Corporate Development and Partnerships at PayPal Holdings, Inc. (“PayPal”), a financial technology company, since November 2023, and was Executive Vice President of People & Sourcing at PayPal from June 2021 to November 2023. Before joining PayPal, from 2006 to 2021, Mr. Rajgopal served in several leadership roles at McKinsey & Company, a strategy and management consulting firm, including serving as the global lead for the payments practice and as managing partner for the San Francisco and Silicon Valley offices and for the Western U.S. Region. Most recently, from July 2012 to June 2021, Mr. Rajgopal was the firm’s co-managing partner for the United States, where he was responsible for client services across all industry sectors as well as people initiatives. Mr. Rajgopal serves as vice chair of the Stanford Graduate School of Business Advisory Council. He holds undergraduate degrees in industry engineering and political science, as well as an MBA from Stanford University. Mr. Rajgopal’s qualifications to serve on the Board include his unique blend of senior leadership expertise in human resources, technology, payments, and financial services. DIRECTOR SINCE 2023 AGE 52 COMMITTEES

  39. Compensation

    Compensation

  40. Nominating and Corporate

    Nominating and Corporate

  41. Governance (Chair)

    Governance (Chair)

  42. Governance (Chair)

    | Proxy Statement and Meeting Overview | Board of Directors | Corporate Governance | Executive Compensation | Auditor Approval | Say-On- Pay | Board Declassification | Officer Exculpation | Reverse Stock Split | Additional Information |

  43. Governance (Chair)

    | | 21 |

  44. Robert A. Schriesheim, Director

    Robert A. Schriesheim, Director Mr. Schriesheim is chairman of Truax Partners LLC where he leads large, complex transformations in partnership with boards, CEOs and institutional investors as an investor and director. He has served on 12 public company boards, including as chairman, and has served as Chief Financial Officer of four public companies. From 2019 to 2021, he served as chairman of the finance committee of telecom services provider Frontier Communications (NASDAQ: FYBR). Previously, he was Executive Vice President and Chief Financial Officer of Sears Holdings, a broad-based retailer, from 2011 until 2016; Senior Vice President and Chief Financial Officer of Hewitt Associates (Alight’s predecessor company), a global human resource consulting and outsourcing company, until its acquisition by Aon in 2010. From 2006 to 2009, he was Executive Vice President, Chief Financial Officer and a director of Lawson Software, a publicly traded global Enterprise Risk Management software provider, until its acquisition by Golden Gate Capital/Infor in 2010. Mr. Schriesheim also currently serves as lead independent director and chairman of the audit committee of Houlihan Lokey (NYSE: HLI), a global investment bank; and a director of Skyworks Solutions (NASDAQ: SWKS), a semiconductor company, where he previously served as a member of the Audit and Compensation Committees until May 2025. In addition, he is an adjunct associate professor of finance at the University of Chicago Booth School of Business. Mr. Schriesheim received an AB in Chemistry from Princeton University and an MBA from the University of Chicago Booth School of Business with concentrations in business economics and finance. Mr. Schriesheim’s qualifications to serve on the Board include his significant public company board experience, with 12 total directorships. and his relevant experience as the chief financial officer of our predecessor company. DIRECTOR SINCE 2025 AGE 65 COMMITTEES

  45. Rohit Verma, Director and Chief Executive Officer

    Rohit Verma, Director and Chief Executive Officer Mr. Verma is the Company’s Chief Executive Officer. He also serves on the board of Ameritas Holding Company and is a member of industry advisory boards for Northwestern University and Georgia Institute of Technology. Prior to joining Alight in January 2026, from 2020 he served as President and Chief Executive Officer and a member of the Board of Directors of Crawford & Company (NYSE: CRD.A), a leading global provider of claims management and outsourcing solutions serving insurance companies and self-insured entities in more than 70 countries. Prior to Crawford, Mr. Verma held senior leadership roles at Zurich North America, where he served as Regional Executive for the South Region and held multiple executive positions across underwriting, distribution, finance, strategy, and general management. Earlier in his career, he was a management consultant with McKinsey & Company, where he led global strategy and transformation engagements for leading insurance and financial services organizations. Mr. Verma holds an undergraduate degree in computer engineering from the University of Delhi and a master’s degree from Northwestern University. He also completed executive leadership programs at Cambridge University and London Business School. Mr. Verma’s qualifications to serve on the Board include his public company board experience and his relevant experience as a chief executive officer. DIRECTOR SINCE 2026 AGE 51 COMMITTEES

  46. Director Compensation for 2025

    Director Compensation for 2025 The following table provides summary information concerning the compensation of our directors for the year ended December 31, 2025. Mr. Henson and Mses. Meinhardt and Paolillo left the Board effective March 1, 2025 and received pro rata payments for January and February 2025. Messrs. Fradin, Hayes, Lopes and Schriesheim joined the Board on March 1, 2025 and received pro rata payments from March 1, 2025. Mr. Guilmette, our former Chief Executive Officer, did not receive any compensation in connection with his service on the Board for the year ended December 31, 2025.

  47. Director Compensation for 2025

    | NAME | FEES EARNED OR PAID IN CASH(1) | STOCK AWARDS(2) | ALL OTHER COMPENSATION | TOTAL | | Russell P. Fradin(3)(4) | $167,214 | $901,083 | — | $1,068,297 | | William P. Foley, II(5) | $128,934 | $199,995 | — | $328,929 | | Michael E. Hayes(6) | $91,972 | $267,392 | — | $359,364 | | Daniel S. Henson(6) | $16,389 | $— | — | $16,389 | | Robert A. Lopes, Jr.(7) | $91,963 | $267,392 | — | $359,355 | | Siobhan Nolan Mangini(6) | $117,153 | $199,995 | — | $317,148 | | Richard N. Massey(3) | $109,604 | $199,995 | — | $309,600 | | Erika Meinhardt(3) | $13,930 | $— | — | $13,930 | | Regina M. Paolillo(8) | $18,028 | $— | — | $18,028 | | Kausik Rajgopal(7) | $107,972 | $199,995 | — | $307,968 | | Coretha M. Rushing(7) | $99,599 | $199,995 | — | $299,594 | | Robert A. Schriesheim(6) | $91,972 | $267,392 | — | $359,364 | | Denise Williams(3) | $103,782 | $199,995 | — | $303,777 |

  48. Director Compensation for 2025

    (1)Amounts reported represent annual cash retainers and Committee fees paid to our non-employee directors for Fiscal 2025. (2)Amounts reported represent the aggregate Grant Date (as defined below) fair value of time-vested restricted stock unit (“RSU”) awards granted to our non-employee directors in Fiscal 2025, calculated in accordance with FASB ASC Topic 718. The Grant Date fair value with respect to the time-vested RSUs is calculated by multiplying the number of shares subject to the RSUs by the closing price of Class A common stock the grant date of July 2, 2025. The time-vested RSUs vest on the first anniversary of the Grant Date subject to the director’s continued active service with Alight through the vesting date, except in the case of death, disability, termination within six months prior to a change-in-control or within eighteen months following a change-in-control, and certain involuntary terminations. (3)Messrs. Fradin and Massey and Mses. Meinhardt and Williams each elected to receive 100% of their annual cash retainers in the form of unrestricted shares of Class A common stock paid quarterly. (4)On March 10, 2025, Mr. Fradin received a grant of restricted stock units with a value of $500,000 in connection with his appointment as Chair of the Board. (5)Mr. Foley elected to receive 75% of his annual cash retainer in the form of unrestricted shares of Class A common stock and 25% in cash. Additionally, Mr. Foley stepped down as Chair of the Board effective March 1, 2025 and, accordingly, received compensation as Chairperson for January and February 2025 and received compensation as a non-chairperson board member from March 1, 2025. (6)Messrs. Hayes, Henson and Schriesheim and Ms. Nolan Mangini each elected to receive 100% of their annual cash retainer in the form of cash paid quarterly. (7)Messrs. Lopes and Rajgopal and Ms. Rushing each elected to receive 50% of their annual cash retainer in the form of unrestricted shares of Class A common stock and 50% in cash. (8)Ms. Paolillo elected to receive 40% of her annual cash retainer in the form of unrestricted shares of Class A common stock and 60% in cash.

  49. Director Compensation for 2025

    | Proxy Statement and Meeting Overview | Board of Directors | Corporate Governance | Executive Compensation | Auditor Approval | Say-On- Pay | Board Declassification | Officer Exculpation | Reverse Stock Split | Additional Information |

  50. Indemnification of Directors and Officers

    Indemnification of Directors and Officers The By-laws provide that we will indemnify our directors and officers to the fullest extent permitted by the DGCL. In addition, the Certificate of Incorporation provides that our directors will not be liable for monetary damages for breach of fiduciary duty to the fullest extent permitted by the DGCL.

  51. Elements of Compensation

    | COMPONENT | DESCRIPTION | | Base Salary | Base salary comprises the smallest component of our NEOs’ compensation. | | Variable Compensation Plan (“VCP”) | Awards under the VCP are annual incentives delivered in the form of cash and are predominantly tied to Company achievement of annual financial and non-financial objectives. •The VCP payout is based on Company financial performance – namely revenue, Free Cash Flow, and Adjusted EBITDA, which is then further adjusted to exclude the impact of certain other items determined by our Compensation Committee to arrive at the measure for VCP. •The VCP payout based on Company financial performance is subject to an individual performance modifier based on individual objectives that may be either financial or non-financial and support our overall business strategy. | | Long-Term Incentives (“LTI”) | LTI comprises the majority of our NEOs’ compensation. •50% of LTI is delivered in the form of performance-vested restricted stock units (“PRSUs”) that only vest at the end of the applicable performance period if the Company meets pre-determined performance criteria. These performance criteria include strategic financial metrics tied to our long-term business plan. •50% of LTI is delivered in the form of time-vested restricted stock units (“RSUs”) that typically vest over a three-year service period. |

  52. Competitive Benchmarking

    Competitive Benchmarking The Compensation Committee establishes the elements of compensation for our executives after a review of compensation market data from the peer group described below as well as survey data from well-recognized compensation databases. The Compensation Committee reviews each element of compensation independently and in the aggregate to determine the right mix of elements, and associated amounts, for each executive that the Compensation Committee believes best helps further our goals of motivating and retaining our executives, achieving our strategic business plans, and enhancing total stockholder return.

  53. Competitive Peer Group

    Competitive Peer Group In determining the design and the amount of each element of compensation, the Compensation Committee, with the assistance of its independent compensation consultant, Mercer (US) Inc. (the “Compensation Consultant”), conducts a thorough annual review of competitive market information. The Compensation Committee reviews data from major published surveys and proxy information of companies in the professional services and technology-focused industry segments. The Compensation Committee, with assistance from its compensation consultant, reviewed and developed a competitive peer group, which the Compensation Committee used to review executive compensation for 2025 (the “Peer Group”). As part of the review conducted in fiscal year 2024, the Compensation Committee decided to add Paycom Software, Inc., and Paylocity Holding Corporation due to their industry fit and comparable size. The Compensation Committee also decided to remove (a) ASGN Incorporated and EPAM Systems, Inc. as no longer industry relevant given the Company’s disposition of its payroll and professional services business, and (b) Workday, Inc. due to its size. The revised Peer Group consists of companies that reflect a mix of professional services and technology- focused companies that we compete with for executive talent with industry-specific knowledge and experience. The Peer Group also includes companies in the data processing and outsourcing services, application software and human resources and employment services sectors, as well as management and Board recommendations. The Peer Group companies represented companies with median revenues of $2.6 billion and a median market capitalization of $5.95 billion when selected by the Compensation Committee. While the Compensation Committee uses peer group market data percentiles as reference points in setting executive compensation, it does not target specific benchmark percentiles for any element of compensation or total direct compensation for the executive officers. The following table sets forth the companies included in our Peer Group used to review executive compensation for 2025.

  54. Competitive Peer Group

    | COMPETITIVE PEER GROUP | | | | Broadridge Financial Solutions Inc. | Insperity Inc. | TriNet Group, Inc. | | Dayforce, Inc. (formerly Ceridian) | Maximus Inc. | TTEC Holdings, Inc. | | ExlService Holdings Inc. | Paychex Inc. | WEX Inc. | | Genpact Limited | Paycom Software, Inc. | WNS (Holdings) Ltd. | | HealthEquity, Inc. | Paylocity Holding Corporation | |

  55. Variable Compensation Plan

    Variable Compensation Plan The VCP provides our NEOs and other eligible employees an opportunity to share in the Company’s success by aligning annual incentive compensation with annual performance. The VCP encourages the achievement of our internal annual business goals approved by the Compensation Committee at the start of the performance year. The bonus pool funding for target performance was determined after considering our financial results from the prior year and the annual operating budget for the performance year. The alignment of the VCP with our internal annual business goals is intended to motivate all participants to achieve and exceed our annual performance objectives which directly impacts the level of funding of the VCP bonus pool. To maintain alignment of pay and performance, the Compensation Committee may exercise discretion to determine the extent to which the VCP bonus pool is funded, as well as the VCP payment received by each NEO. The table below describes the target VCP participation rate and potential VCP payout range for each named executive officer. The table excludes Mr. Essary who was not eligible for a VCP bonus for 2025 because he separated from the Company on November 30, 2025.

  56. Variable Compensation Plan

    | NAME | 2025 TARGET VCP PARTICIPATION RATE AS A PERCENTAGE OF BASE SALARY | POTENTIAL VCP PAYOUT RANGE AS A PERCENTAGE OF TARGET VCP PARTICIPATION RATE | | David D. Guilmette | 200% | 0-200% | | Jeremy J. Heaton(1) | 100% | 0-200% | | Donna G. Dorsey | 75% | 0-200% | | Deepika Duggirala | 75% | 0-200% | | Allison P. Bassiouni | 75% | 0-200% |

  57. Variable Compensation Plan

    liquidity metric because it measures, during a given period, the amount of cash generated that is available to repay debt obligations, make strategic acquisitions and investments. We used these three measures because we believe they are key drivers in increasing stockholder value and because every VCP participant can impact them in some way. Adjusted EBITDA is used as an indicator of our earnings performance. Revenues are used as an indicator of our growth. Free Cash Flow measures our ability to generate cash and our operational efficiency. These measures may change from time to time based on business priorities. The Compensation Committee approved the minimum, target and maximum goals for each measure and the corresponding level of VCP bonus pool funding. The bonus percentage for threshold financial performance was 0% and bonus percentage for maximum financial performance was 160%. The table below shows the Fiscal 2025 total Company performance goals at target for each of our performance measures and the actual Fiscal 2025 achievement of those goals.

  58. Long-Term Incentive Compensation

    Long-Term Incentive Compensation The Compensation Committee believes a large part of an executive’s compensation should be linked to long-term stockholder value creation as an incentive for sustained, profitable growth. Therefore, our long-term incentive awards for our NEOs are in the form of equity awards, both performance and time-vested, and provide reward opportunities competitive with those offered by companies in the Peer Group for similar jobs. Consistent with the other elements of compensation, the Compensation Committee does not target specific benchmark percentiles for long-term incentive awards for our NEOs and instead uses a number of factors in establishing the long-term incentive award levels for each individual, including a review of each individual’s accumulated vested and unvested awards, the current and potential realizable value over time using stock appreciation assumptions, vesting schedules, comparison of individual awards between executives and in relation to other compensation elements, market data, stockholder dilution and accounting expense. Should we deliver against our long-term goals, the long-term equity incentive awards become a significant portion of the total compensation of each executive. For more information on the 2025 long-term equity grants, please see the 2025 Grants of Plan-Based Awards table included in this Proxy Statement. LTI Target Levels As part of our Long-term Incentive program, the Company offers annual LTI awards. The LTI mix for our NEOs in 2025 was 50% RSUs and 50% PRSUs. The Compensation Committee chose this mix of equity-based awards to align the interests of NEOs to our stockholders. In addition, as determined at the discretion of the Compensation Committee, the Company may occasionally grant special awards intended for retention or to further incentivize performance that it believes to be in the best interests of the Company and its stockholders. Restricted Stock Units RSUs granted in 2025 as part of the annual LTI program vest in three equal annual installments, subject to the continued employment of the applicable NEO. We use RSUs to help deliver stock ownership and promote retention. (See the table entitled “Outstanding Equity Awards at Fiscal 2025 Year-End” for details concerning the vesting schedule of the RSUs.) Performance-Vested RSUs PRSUs granted in 2025 as part of the annual LTI program vest based on the achievement of certain performance goals over a three– year performance period, subject to the continued employment of the applicable NEO. (See the table entitled “Outstanding Equity Awards at Fiscal 2025 Year-End” for details concerning the vesting criteria for the PRSUs.) The key features of the 2025 PRSUs are described below: •PRSUs give the executive the right (subject to Compensation Committee discretion to reduce but not increase awards beyond the maximum opportunity) to vest in a number of RSUs based on achievement against performance goals over a three-year performance period. Actual shares that will vest, if any, will vary based on the Compensation Committee’s certification of the achievement of the performance goals at the end of the three years. The three-year performance period was designed to discourage short-term risk taking and reinforce the link between the interests of our stockholders and our NEOs over the long term. •The number of PRSUs that will vest is based on the Company’s achievement of revenue and Adjusted EBITDA goals, as determined by the Compensation Committee and as measured on a cumulative basis over the three-year performance period covering Fiscal 2025 through fiscal year 2027. Each metric (revenue and Adjusted EBITDA) is equally weighted at 50%, and the potential payout range as a percentage of the target award is 0% to 200%. •If performance results meet or exceed the threshold level for the PRSU financial measures, the resulting payout may be adjusted by a relative total shareholder return (“TSR”) modifier ranging from 0.75x to 1.25x based on the Company’s TSR ranking relative to companies in the Russell 2000 Index over the performance period, with a ranking at the 25th percentile corresponding to a 0.75x modifier and a ranking at the 75th percentile corresponding to a 1.25x modifier, with intermediate performance determined by linear interpolation. Notwithstanding relative performance, the TSR modifier is capped at 1.0x if the Company’s TSR over the performance period is negative. •If earned at target, 100% of the PRSUs will vest at the end of the three-year performance period. The Board has the ability under our 2021 Omnibus Incentive Plan (the “2021 Plan”) to make adjustments in the method of calculating the attainment of performance goals for a performance period.

  59. Long-Term Incentive Compensation

    | Proxy Statement and Meeting Overview | Board of Directors | Corporate Governance | Executive Compensation | Auditor Approval | Say-On- Pay | Board Declassification | Officer Exculpation | Reverse Stock Split | Additional Information |

  60. 48 2026 PROXY STATEMENT

    Long-Term Incentive Grant Practices We do not have any program, plan, or practice to time equity grants to take advantage of the release of material information. During Fiscal 2025, equity awards were granted to executive officers at one of our regularly scheduled or special Compensation Committee meetings.

  61. Looking Ahead – 2026 Compensation Changes

    Looking Ahead – 2026 Compensation Changes Following a comprehensive review conducted in collaboration with the Company’s independent compensation consultant and informed by stockholder feedback, the Compensation Committee approved several updates to the executive compensation program for 2026. These changes are intended to further strengthen the alignment between executive pay, financial performance, and long‑term stockholder value creation. 2026 Variable Compensation Plan and Long‑Term Incentive Performance Measures For 2026, performance under the VCP will be based 80% on financial performance measures—Revenue and Adjusted EBITDA, weighted equally, and 20% on strategic business objectives, including measures related to client revenue retention and client satisfaction. In addition, 2026 long‑term incentive PRSU awards will be tied to Free Cash Flow performance over the 2026–2028 performance period, further emphasizing capital discipline and sustainable value creation. Tiered Value Realization Incentive Award In March, 2026, the Compensation Committee issued a one‑time, performance‑based Tiered Value Realization (“TVR”) incentive award to further align compensation for senior executives with long‑term stockholder value creation. The TVR incentive award consists of PRSUs that will be earned solely on share-price performance, as measured by sustained volume‑weighted average share price (“VWAP”) and the resulting incremental market capitalization growth. The program that governs the TVR incentive awards operates in addition to, and does not replace, the Company’s annual and long‑term incentive programs and is intended to reward executives only if sustained share‑price appreciation is achieved. The TVR program has a five‑year performance period spanning April 1, 2026 through December 31, 2030. Performance is measured using sustained 20‑trading‑day VWAP thresholds, beginning at $1.50 and extending through $4.50. Awards are earned on an incremental, tiered basis as each VWAP threshold is achieved. The Compensation Committee selected these thresholds to ensure that payouts occur only upon achievement of meaningful and sustained increases in share price and market capitalization. If the applicable VWAP thresholds are not achieved during the performance period, no PRSUs will be earned and the entire award opportunity will be forfeited, resulting in no value realized by participants. The maximum aggregate payout under the TVR program is capped at 25,000,000 PRSUs, representing the absolute maximum opportunity under the TVR program. Once the initial $1.50 VWAP threshold is achieved, PRSUs will be earned cumulatively as higher VWAP thresholds are attained, in accordance with a predefined schedule comprised of four VWAP-based tranches. PRSUs are earned

  62. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material

    Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material

  63. Non-public Information

    Non-public Information We do not currently grant new awards of stock options, stock appreciation rights or similar option-like equity awards. Accordingly, we have no specific policy or practice on the timing of grants of such awards in relation to the disclosure of material nonpublic information. In the event we determine to grant new awards of stock options or similar equity awards in the future, the Compensation Committee will evaluate the appropriate steps to take in relation to the foregoing. We have not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation in Fiscal 2025.

  64. Severance Arrangements

    Severance Arrangements Our Board believes that severance arrangements are necessary to attract and retain the talent necessary for our long-term success. Our Board views our severance arrangements as recruitment and retention devices that help secure the continued employment and dedication of our named executive officers, including when we are considering strategic alternatives. Pursuant to his employment agreement (the “Guilmette Agreement,” as further described below), Mr. Guilmette was entitled to severance benefits if his employment was terminated by us without “cause” (as defined in the Guilmette Agreement) or by Mr. Guilmette for “good reason” (as defined in the Guilmette Agreement). Each of our other named executive officers has entered into a severance letter agreement with us under which each such named executive officer is entitled to severance benefits if he or she is terminated by

  65. Severance Arrangements

    | Proxy Statement and Meeting Overview | Board of Directors | Corporate Governance | Executive Compensation | Auditor Approval | Say-On- Pay | Board Declassification | Officer Exculpation | Reverse Stock Split | Additional Information |

  66. Severance Arrangements

    | | 51 |

  67. Severance Arrangements

    us without “cause” (as defined in the severance letter agreements) or by him or her for “good reason” (as defined in the severance letter agreements), as applicable. See “Potential Payments Upon Termination or Change in Control” below for further information regarding the severance arrangements of our named executive officers.

  68. Summary Compensation Table

    Summary Compensation Table The following table provides compensation information for our Fiscal 2025 NEOs. The table also shows compensation information for fiscal year 2024 for current NEOs who were also NEOs during that year. None of the current NEOs were NEOs during fiscal year 2023. The sum and/or computation of individual numerical amounts disclosed in the following tables and related footnotes may not equal the total due to rounding.

  69. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus(1) | Stock Awards(2) | Non-Equity Incentive Plan Compensation(3) | All Other Compensation(4) | Total | | David D. Guilmette | | | | | | | | | Former Chief Executive Officer and Vice Chair(5) | 2025 | $870,000 | $— | $9,588,062 | $— | $187,469 | $10,645,531 | | | 2024 | 319,659 | — | 6,673,339 | 229,338 | 119,968 | 7,342,304 | | Jeremy J. Heaton | | | | | | | | | Former Chief Financial Officer | 2025 | $562,500 | $— | $2,102,264 | $— | $24,155 | $2,688,919 | | | 2024 | 492,367 | 750,000 | 4,249,994 | 194,977 | 28,910 | 5,716,248 | | Donna G. Dorsey | | | | | | | | | Chief Human Resources Officer | 2025 | $291,667 | $218,836 | $3,181,416 | $— | $2,026 | $3,693,945 | | Deepika Duggirala | | | | | | | | | Chief Technology Officer | 2025 | $450,000 | $224,755 | $1,043,221 | $— | $15,957 | $1,733,933 | | Allison P. Bassiouni | | | | | | | | | Chief Delivery Officer | 2025 | $400,000 | $199,800 | $805,555 | $— | $27,713 | $1,433,068 | | David Essary | | | | | | | | | Former Chief Strategy Officer | 2025 | $288,352 | $— | $1,388,590 | $— | $1,823 | $1,678,765 |

  70. Summary Compensation Table

    (1)Amounts for Fiscal 2025 reflect Special Recognition awards provided to Mses. Duggirala and Bassiouni, and a guaranteed VCP award for 2025 only to Ms. Dorsey in connection with her appointment. (2)Amounts reflect the aggregate grant date fair value of RSU and PRSU awards. If maximum performance conditions are achieved over the entire three-year period, the grant date fair values for the PRSUs granted in Fiscal 2025 would be: Ms. Dorsey, $2,799,995; Ms. Duggirala, $1,009,983 and Ms. Bassiouni, $779,987. For a description of the assumptions used to determine the compensation cost of our awards, see the notes to our audited consolidated financial statements. (3)Amounts reflect cash incentive amounts earned by the executives under our VCP. (4)Amounts shown in the All Other Compensation column for Fiscal 2025 are detailed in the table below (see “—Compensation Discussion and Analysis” for more details on the items in the table below):

  71. Summary Compensation Table

    | Name | Life Insurance(a) | 401(k) Plan Match(b) | Executive Physical(c) | Tax Payments(d) | Other Payments(e) | Total | | David D. Guilmette | $11,129 | $4,870 | $— | $— | $171,470 | $187,469 | | Jeremy J. Heaton | $1,701 | $13,500 | $4,770 | $3,865 | $319 | $24,155 | | Donna G. Dorsey | $1,547 | $— | $— | $160 | $319 | $2,026 | | Deepika Duggirala | $1,478 | $14,000 | $— | $160 | $319 | $15,957 | | Allison P. Bassiouni | $1,068 | $14,000 | $— | $12,322 | $323 | $27,713 | | David Essary | $1,823 | $— | $— | $— | $— | $1,823 |

  72. Summary Compensation Table

    (a)Amounts reflect imputed income for insurance. (b)Amounts reflect company matching contributions under our 401(k) Plan. (c)Amounts reflect amounts for participation in the voluntary executive physical program. (d)Amounts reflect tax payments to Mr. Heaton for the executive physical program, and tax receivable agreement payments to Ms. Bassiouni. Mr. Heaton’s and Ms. Bassiouni’s amounts also include a tax payment for their nominal gift listed under Other Payments. The amounts for Ms. Dorsey and Ms. Duggirala are the tax payments associated with their nominal gifts listed under Other Payments. (e)Amounts for Mr. Guilmette, who resided in Nashville, Tennessee, reflect $119,720 for corporate housing in Chicago, Illinois and $51,750 for personal aircraft usage. For all other executives, the values represent the cash value of nominal gifts. (5)Mr. Guilmette’s year-over-year variance in total compensation between 2024 and 2025 primarily reflects a partial year of service as Chief Executive Officer in 2024 following his appointment on August 20, 2024, compared to a full year of service in 2025.

  73. Summary Compensation Table

    | Proxy Statement and Meeting Overview | Board of Directors | Corporate Governance | Executive Compensation | Auditor Approval | Say-On- Pay | Board Declassification | Officer Exculpation | Reverse Stock Split | Additional Information |

  74. Summary Compensation Table

    | | 53 |

  75. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table sets forth summary information regarding all grants of plan-based awards made to our NEOs during Fiscal 2025. The sum and/or computation of individual numerical amounts disclosed in the following tables and related footnotes may not equal the total due to rounding.

  76. 2025 Grants of Plan-Based Awards

    | | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS(3) (#) | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING (#) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS(4) ($) | | NAME | GRANT DATE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | | David D. Guilmette | | | | | | | | | | | | | N/A | | $1,740,000 | $3,480,000 | | | | | | | | | 3/10/2025 | | | | | 405,844 | 811,688 | | | $2,755,681 | | | 3/10/2025 | | | | | 527,597 | 1,055,194 | | | 3,582,384 | | | 3/10/2025 | | | | | | | 527,597 | | 3,249,997 | | Jeremy J. Heaton | | | | | | | | | | | | | N/A | | $575,000 | $1,150,000 | | | | | | | | | 3/10/2025 | | | | | 162,337 | 324,674 | | | $1,102,268 | | | 3/10/2025 | | | | | | | 162,337 | | 999,996 | | Donna G. Dorsey | | | | | | | | | | | | | N/A | | $375,000 | $750,000 | | | | | | | | | 8/15/2025 | | | | | 109,289 | 218,578 | | | $366,118 | | | | | | | | | | | | $1,349,998 | | | 8/15/2025 | | | | | 273,224 | 546,448 | | | 915,300 | | | 8/15/2025 | | | | | | | 109,289 | | 399,998 | | | 8/15/2025 | | | | | | | 409,836 | | 1,500,000 | | Deepika Duggirala | | | | | | | | | | | | | N/A | | $337,500 | $675,000 | | | | | | | | | 1/15/2025 | | | | | 26,509 | 53,018 | | | 179,996 | | | 1/15/2025 | | | | | | | 26,509 | | 179,996 | | | 3/10/2025 | | | | | 52,759 | 105,518 | | | 358,234 | | | 3/10/2025 | | | | | | | 52,759 | | 324,995 | | Allison P. Bassiouni | | | | | | | | | | | | | N/A | | $300,000 | $600,000 | | | | | | | | | 1/15/2025 | | | | | 20,618 | 41,236 | | | 139,996 | | | 1/15/2025 | | | | | | | 20,618 | | 139,996 | | | 3/10/2025 | | | | | 40,584 | 81,168 | | | 275,565 | | | 3/10/2025 | | | | | | | 40,584 | | 249,998 | | David Essary | | | | | | | | | | | | | N/A | | $525,000 | $1,050,000 | | | | | | | | | 8/15/2025 | | | | | 198,087 | 396,174 | | | 663,591 | | | 8/15/2025 | | | | | | | 198,087 | | 724,998 |

  77. 2025 Grants of Plan-Based Awards

    (1)The amounts reported for each named executive officer represent the estimated potential payments levels for Fiscal 2025 performance period under the VCP, further described under “Compensation Discussion and Analysis”. The potential payouts were performance-based and, therefore, were completely at risk. The potential threshold, target, and maximum payment amounts assume achievement of 100% and 200%, respectively. For executives eligible to receive a bonus under the VCP, the amount earned is reported in the Summary Compensation Table under the column entitled “Non-Equity Incentive Plan Compensation.” Mr. Heaton and Mr. Essary separated from the Company effective January 9, 2026 and November 30, 2025, respectively, and were not eligible for a VCP payout for Fiscal 2025. Mr. Guilmette separated from the Company effective December 31, 2025. Pursuant to his Separation Agreement, he was eligible for but did not receive a VCP payout. (2)For each executive, the amounts shown in these columns reflect, in shares, the target and maximum amounts for PRSUs subject to a three-year performance period beginning in Fiscal 2025 that is further described under “—Compensation Discussion and Analysis.” The potential awards are performance-based and, therefore, completely at risk.

  78. 2025 Grants of Plan-Based Awards

    | Proxy Statement and Meeting Overview | Board of Directors | Corporate Governance | Executive Compensation | Auditor Approval | Say-On- Pay | Board Declassification | Officer Exculpation | Reverse Stock Split | Additional Information |

  79. Outstanding Equity Awards at Fiscal 2025 Year-End

    Outstanding Equity Awards at Fiscal 2025 Year-End The following table provides information regarding outstanding equity awards made to our NEOs as of December 31, 2025. All unvested awards for Messrs. Heaton and Essary were forfeited and were cancelled on their separation dates from the Company on January 9, 2026, and November 30, 2025, respectively.

  80. Outstanding Equity Awards at Fiscal 2025 Year-End

    | | | STOCK AWARDS | | | | | NAME | YEAR | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED | | David D. Guilmette | | (#)(1) | ($)(2) | (#) | ($)(2) | | | 2025 | 175,865(a) | $342,937 | | | | | 2024 | | | 225,381(3) | $439,493 | | Jeremy J. Heaton | | | | | | | | 2025 | 162,337(d) | $316,557 | | | | | 2025 | | | 81,169(3) | $158,279 | | | 2024 | | | 156,320(4) | 304,824 | | | 2024 | 95,238(e) | 185,714 | | | | | 2024 | | | 71,429(3) | 139,286 | | | 2023 | 9,255(g) | 18,047 | | | | | 2023 | | | 27,765(3) | 54,142 | | | 2020 | | | 54,696(5) | 106,657 | | Donna G. Dorsey | | | | | | | | 2025 | 519,125(b) | $1,012,294 | | | | | 2025 | (4) | | 191,257(3) | $372,950 | | Deepika Duggirala | | | | | | | | 2025 | 26,509(c) | $51,693 | | | | | 2025 | | | 13,255(3) | $25,846 | | | 2025 | 52,759(d) | 102,880 | | | | | 2025 | | | 26,380(3) | 51,440 | | | 2024 | | | 119,584(4) | 233,189 | | | 2024 | 13,260(e) | 25,857 | | | | | 2024 | | | 9,945(3) | 19,392 | | | 2023 | 7,975(f) | 15,551 | | | | | 2023 | | | 23,923(3) | 46,650 | | Allison P. Bassiouni | | | | | | | | 2025 | 20,618(c) | $40,205 | | | | | 2025 | | | 10,309(3) | $20,103 | | | 2025 | 40,584(d) | 79,139 | | | | | 2025 | | | 20,292(3) | 39,569 | | | 2024 | 10,755(e) | 20,972 | | | | | 2024 | | | 8,066(3) | 15,729 | | | 2024 | | | 119,584(4) | 233,189 | | | 2024 | | | 14(5) | 27 | | | 2023 | 5,290(h) | 10,316 | | | | | 2023 | | | 15,868(3) | 30,943 | | | 2021 | | | 1,078(5) | 2,102 | | David Essary(6) | | | | | |

  81. Outstanding Equity Awards at Fiscal 2025 Year-End

    (1)RSUs granted as part of annual equity awards vest ratably over a three-year period. The vesting schedule for unvested outstanding stock awards generally depends upon continued employment through the applicable vesting date. Other circumstances under which such awards will vest are described in the section entitled “Potential Payments Upon a Termination or Change in Control.”

  82. Outstanding Equity Awards at Fiscal 2025 Year-End

    | Proxy Statement and Meeting Overview | Board of Directors | Corporate Governance | Executive Compensation | Auditor Approval | Say-On- Pay | Board Declassification | Officer Exculpation | Reverse Stock Split | Additional Information |

  83. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested The following table includes certain information with respect to shares acquired on the vesting of stock awards for each of our NEOs during Fiscal 2025. None of our NEOs hold options or similar instruments.

  84. 2025 Option Exercises and Stock Vested

    | NAME | # OF SHARES OR UNITS ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($)(1) | | David D. Guilmette | 174,704 | $621,716 | | Jeremy J. Heaton | 171,039 | $1,118,169 | | Donna G. Dorsey | — | — | | Deepika Duggirala | 74,395 | $477,537 | | Allison P. Bassiouni | 93,335 | $622,651 | | David Essary | — | — |

  85. 2025 Option Exercises and Stock Vested

    (1)Value realized calculated by multiplying the number of vested RSUs by the closing stock price on the vesting date or the last preceding trading day when the vesting date is a non-trading day (December 31, 2025).

  86. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The following table sets forth information concerning our Deferred Compensation Plan for each of our NEOs during Fiscal 2025.

  87. Non-Qualified Deferred Compensation

    | Proxy Statement and Meeting Overview | Board of Directors | Corporate Governance | Executive Compensation | Auditor Approval | Say-On- Pay | Board Declassification | Officer Exculpation | Reverse Stock Split | Additional Information |

  88. Non-Qualified Deferred Compensation

    | | 57 |

  89. Non-Qualified Deferred Compensation

    | NAME(1) | EXECUTIVE CONTRIBUTIONS IN LAST FY | REGISTRANT CONTRIBUTIONS IN LAST FY | AGGREGATE EARNINGS (LOSSES) IN LAST FY(2) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS | AGGREGATE BALANCE AT LAST FYE(3) | | David D. Guilmette | — | — | — | — | — | | Jeremy J. Heaton | — | — | — | — | — | | Donna G. Dorsey | — | — | — | — | — | | Deepika Duggirala | — | — | — | — | — | | Allison P. Bassiouni | — | — | — | — | — | | Deferred Compensation Plan | — | — | $634 | — | $63,540 | | David Essary | — | — | — | — | — |

  90. Non-Qualified Deferred Compensation

    (1)None of Messrs. Guilmette, Heaton, and Essary or Mses. Dorsey or Duggirala participate in any Company nonqualifed deferred compensation plans as these plans are legacy nonqualified deferred compensation plans which were open only to participants who participated in similar plans at Aon prior to our separation from Aon and are now frozen. (2)Amounts reported represent investment earnings (losses) during Fiscal 2025. No portion of any earnings would be considered above-market or preferential and, accordingly, no earnings are reflected under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table above. (3)No amount reported in the “Aggregate Balance at Last FYE” column was reported as compensation in the Summary Compensation Table in prior years.

  91. Non-Qualified Deferred Compensation

    | Proxy Statement and Meeting Overview | Board of Directors | Corporate Governance | Executive Compensation | Auditor Approval | Say-On- Pay | Board Declassification | Officer Exculpation | Reverse Stock Split | Additional Information |

  92. Pay Ratio Information

    Pay Ratio Information For purposes of calculating the CEO pay ratio, the total compensation of Mr. Guilmette for Fiscal 2025 was $10,645,531. For 2025, we used the same median employee that was identified in 2024 since there were no significant changes to our employee population or compensation since 2024 that would materially impact our pay ratio disclosure. Based on reasonable estimates, the median annual total compensation of all employees of the Company and its consolidated subsidiaries, excluding our CEO, was $63,343 for Fiscal 2025. Accordingly, for Fiscal 2025, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all of our employees and our consolidated subsidiaries’ other employees was 168 to 1. We identified our median employee based on all taxable wages earned in fiscal year 2024 by each individual who we employed on December 31, 2024. We also converted all relevant employee compensation, on a country-by-country basis, to U.S. Dollars based on the applicable year-end exchange rate. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices, the CEO pay ratio disclosed above may not be comparable to the pay ratio reported by other companies, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratio.

  93. Potential Payments Upon a Termination or Change in Control

    Potential Payments Upon a Termination or Change in Control The following table describes the potential payments and benefits that would have been payable to our NEOs under existing plans and contractual arrangements assuming (1) a termination of employment and/or (2) a “Sale of the Company” (as defined in the amended and restated limited liability company agreement of Alight and referred to herein as a “change in control” or a “CIC”) occurred on December 31, 2025, the last business day of our last completed fiscal year, accompanied by a termination of employment. The amounts shown in the table do not include payments and benefits to the extent they are provided generally to all salaried employees upon termination of employment and do not discriminate in scope, terms, or operation in favor of the NEOs. These include distributions of previously vested plan balances under our 401(k) Plan, the Deferred Compensation Plan, and the Supplemental Savings Plan. Furthermore, the amounts shown in the table do not include amounts that may have been payable to a named executive officer upon the sale or purchase of his or her vested equity pursuant to the exercise of call rights. As previously disclosed, Mr. Heaton and Mr. Essary voluntarily separated from the Company effective January 9, 2026 and November 30, 2025, respectively, and were not provided severance. For information regarding Mr. Guilmette’s separation effective December 31, 2025, please refer to “—Separation Agreements” above.

  94. Potential Payments Upon a Termination or Change in Control

    | Proxy Statement and Meeting Overview | Board of Directors | Corporate Governance | Executive Compensation | Auditor Approval | Say-On- Pay | Board Declassification | Officer Exculpation | Reverse Stock Split | Additional Information |

  95. Potential Payments Upon a Termination or Change in Control

    | | 59 |

  96. Potential Payments Upon a Termination or Change in Control

    | TERMINATION BY THE COMPANY WITHOUT CAUSE, OR BY EXECUTIVE WITH GOOD REASON | JEREMY J. HEATON | DONNA G. DORSEY | DEEPIKA DUGGIRALA | ALLISON P. BASSIOUNI | | Severance Payments(1) | $575,000 | $500,000 | $450,000 | $400,000 | | Health Plan Continuation(2) | $21,456 | $12,374 | $19,334 | $7,309 | | Outplacement Benefits(3) | $50,000 | $50,000 | $50,000 | $50,000 | | Time-vested RSU Acceleration | $— | $— | $— | $— | | Performance-vested RSU Acceleration | $— | $— | $— | $— | | TOTAL | $646,456 | $562,374 | $519,334 | $457,309 |

  97. Potential Payments Upon a Termination or Change in Control

    (1)Amounts reported reflect a cash severance payment for Mses. Dorsey, Duggirala, and Bassiouni of one times annual base salary for each. (2)Amounts reported reflect the cost of providing the executive officer with continued medical, dental and life insurance coverage as enrolled at the time of his or her termination for a period of twelve months assuming 2025 rates. (3)Amounts reported reflect the maximum potential costs of outplacement services for each executive assuming 2025 rates.

  98. Potential Payments Upon a Termination or Change in Control

    | CIC WITH TERMINATION | JEREMY J. HEATON | DONNA G. DORSEY | DEEPIKA DUGGIRALA | ALLISON P. BASSIOUNI | | Severance Payments(1) | $724,934 | $875,000 | $567,681 | $506,678 | | Health Plan Continuation(2) | $21,456 | $12,374 | $19,334 | $7,309 | | Outplacement Benefits(3) | $50,000 | $50,000 | $50,000 | $50,000 | | Time-vested RSU Acceleration(4) | $626,976 | $1,012,294 | $195,981 | $152,761 | | Performance-vested RSU Acceleration(4) | $954,094 | $745,900 | $473,195 | $414,933 | | TOTAL | $2,377,459 | $2,695,568 | $1,306,190 | $1,131,681 |

  99. Potential Payments Upon a Termination or Change in Control

    (1)Amounts reported reflect a cash severance payment which includes the following: •Mr. Heaton—the sum of his annual base salary ($575,000) and his target annual cash incentive award ($149,934). •Ms. Dorsey—the sum of her annual base salary ($500,000) and her target annual cash incentive award ($375,000). •Ms. Duggirala—the sum of her annual base salary ($450,000) and her average 2023 and 2024 annual cash incentive award ($117,681). •Ms. Bassiouni—the sum of her annual base salary ($400,000) and her average 2023 and 2024 annual cash incentive award ($106,678). (2)Amounts reported reflect the cost of providing the executive officer with continued medical, dental and life insurance coverage as enrolled at the time of his or her termination for a period of twelve months assuming 2025 rates. (3)Amounts reported reflect the maximum potential costs of outplacement services for each executive assuming 2025 rates. (4)Amounts reported reflect accelerated vesting of all outstanding time-vested RSUs and performance-vested RSUs, with the performance-vested RSUs deemed achieved at 100% of target in the event the named executive officer experiences a termination of employment by the Company or any subsidiary without cause or by the named executive officer for good reason on or within the six months prior to, or within the 18 months following, a change in control.

  100. Potential Payments Upon a Termination or Change in Control

    | DEATH | JEREMY J. HEATON | DONNA G. DORSEY | DEEPIKA DUGGIRALA | ALLISON P. BASSIOUNI | | Severance Payments(1) | $575,000 | $375,000 | $337,500 | $300,000 | | Health Plan Continuation | $— | $— | $— | $— | | Outplacement Benefits | $— | $— | $— | $— | | Time-vested RSU Acceleration(2) | $281,199 | $127,577 | $60,706 | $53,243 | | Performance-vested RSU Acceleration(3) | $954,094 | $745,900 | $473,195 | $414,933 | | TOTAL | $1,810,294 | $1,248,477 | $871,401 | $768,176 |

  101. Potential Payments Upon a Termination or Change in Control

    (1)Amounts reported for each named executive officer reflect a full year VCP bonus at target performance in the event of death of the named executive officer. In addition to amounts reported in the table above in the event of death of a named executive officer, each named executive officer will receive benefits from third-party payors under our employer-paid premium life insurance plans. All of our executives are eligible for two times annual base salary at death (up to $5,000,000). Therefore, if such benefits were triggered for the named executive officers on December 31, 2025 under our life insurance plans, the legally designated beneficiary(ies) of each named executive officer would have received the following amounts: Mr. Heaton, $1,150,000, Ms. Dorsey, $1,000,0000, Ms. Duggirala, $900,000, and Ms. Bassiouni $800,000. (2)Amounts reported reflect accelerated vesting of one-third of the outstanding time-vested RSUs, pro-rated for the number of days of active service between the last vesting date and the next vesting date, in the event of death of the named executive officer. (3)Amounts reported reflect accelerated vesting of all outstanding performance-vested RSUs with performance deemed achieved at 100% of target in the event of death of the named executive officer.

  102. Potential Payments Upon a Termination or Change in Control

    | Proxy Statement and Meeting Overview | Board of Directors | Corporate Governance | Executive Compensation | Auditor Approval | Say-On- Pay | Board Declassification | Officer Exculpation | Reverse Stock Split | Additional Information |

  103. Pay Versus Performance

    Pay Versus Performance The following table sets forth information concerning: (1) the compensation of our current and former Chief Executive Officers (Mr. Guilmette and Mr. Scholl) and the average compensation for our other Named Executive Officers, both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under SEC rules, for each of the fiscal years ended December 31, 2021, 2022, 2023, 2024 and 2025 and (2) and our cumulative total stockholder return (“TSR”), the cumulative TSR of our comparator group (“Comparator Group TSR”), Net Income and Adjusted EBITDA over such years in accordance with SEC rules performance for each such fiscal year:

  104. Pay Versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for Mr. Guilmette ($) | Summary Compensation Table Total for Mr. Scholl ($) | Compensation Actually Paid to Mr. Guilmette ($)(1) | Compensation Actually Paid to Mr. Scholl ($)(1) | Average Summary Compensation Table Total for Non-CEO NEOs ($)(2) | Average Compensation Actually Paid to Non-CEO NEOs ($)(1)(2) | Total Stockholder Return ($) | Russell 2000 Total Stockholder Return ($)(3) | Net Income (millions) | Adjusted EBITDA (millions) (4) | | 2025 | $10,645,531 | $— | $(4,603,271) | $— | $2,245,726 | $(74,053) | $22.60 | $116.15 | $(3,099) | $561 | | 2024 | $7,342,304 | $12,875,343 | $7,076,705 | $5,786,860 | $3,751,118 | $2,549,857 | $77.02 | $102.97 | $(159) | $556 | | 2023 | | $7,953,337 | | $9,817,506 | $4,754,799 | $4,614,405 | $94.46 | $92.32 | $(362) | $739 | | 2022 | | $7,265,024 | | $18,156,044 | $2,769,614 | $3,353,463 | $93 | $78.95 | $(72) | $659 | | 2021 | | $55,485,844 | | $47,919,509 | $13,995,216 | $6,505,670 | $120 | $99.23 | $(73) | $621 |

  105. Pay Versus Performance

    (1)The following individuals are our other named executive officers for each fiscal year. Mr Scholl ceased to be an executive officer on August 20, 2024, and then separated from the Company effective February 20, 2025:

  106. Pay Versus Performance

    | Year | Then-Current CEO | Former CEO | Non-CEO NEOs | | 2025 | David D. Guilmette | | Jeremy J. Heaton, Donna G. Dorsey, Deepika Duggarila, Allison P. Bassiouni, David Essary | | 2024 | David D. Guilmette | Stephan D. Scholl | Katie J. Rooney, Gregory R. Goff, Martin T. Felli, Dinesh V. Tulsiani, Jeremy J. Heaton, Michael J. Rogers | | 2025 | | Stephan D. Scholl | Katie J. Rooney, Gregory A. George, Martin T. Felli, Gregory R. Goff, Cesar Jelvez | | 2024 | | Stephan D. Scholl | Katie J. Rooney, Gregory R. Goff, Cesar Jelvez, Dinesh V. Tulsiani | | 2023 | | Stephan D. Scholl | Katie J. Rooney, Gregory R. Goff, Cesar Jelvez, Cathinka E. Wahlstrom, Colin F. Brennan |

  107. Pay Versus Performance

    (2)Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, adjusted as follows:

  108. Pay Versus Performance

    | Proxy Statement and Meeting Overview | Board of Directors | Corporate Governance | Executive Compensation | Auditor Approval | Say-On- Pay | Board Declassification | Officer Exculpation | Reverse Stock Split | Additional Information |

  109. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List The following performance measures represent the most important performance measures used by us to link compensation actually paid to our NEOs to performance for Fiscal 2025: •Adjusted EBITDA; •Revenue; and, •BPaaS Revenue. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference in any filing of our Company under the Securities Act, whether made before or after the date hereof and irrespective of any general incorporation language in such filing.

  110. Pay Versus Performance Tabular List

    | Proxy Statement and Meeting Overview | Board of Directors | Corporate Governance | Executive Compensation | Auditor Approval | Say-On- Pay | Board Declassification | Officer Exculpation | Reverse Stock Split | Additional Information |

  111. Pay Versus Performance Tabular List

    | | 65 |