DEF 14A of Alight, Inc. / Delaware, Apr 22, 2025

DEF 14A of Alight, Inc. / Delaware

Filed Apr 22, 2025 · FY20240001809104-25-000159

Open on EDGAR

  1. Our Board of Directors

    Our Board of Directors The biographies of each of our current directors, including our Class I director nominees, are included below. Each of the biographies highlights specific experience, qualifications, attributes, and skills that led us to conclude that such person should serve as a director. We believe that, as a whole, our Board exemplifies the highest standards of personal and professional integrity and the requisite skills and characteristics, leadership traits, work ethic and independence to provide effective oversight. No director or executive officer is related by blood, marriage or adoption to any other director or executive officer. Other than as provided by our Investor Rights Agreement (see the “Certain Relationships and Related Person Transactions – Investor Rights Agreement” section of this Proxy Statement) and the Cooperation Agreement (see the “Certain Relationships and Related Person Transactions – Cooperation Agreement” section of this Proxy Statement), no arrangements or understandings exist between any director and any other person pursuant to which such person was selected as a director or nominee. Three of our current directors, Mr. Fradin, Mr. Foley, and

  2. Our Board of Directors

    | Proxy Statement and Meeting Overview | Board of Directors | Corporate Governance | Executive Compensation | Auditor Approvals | Say-On-Pay | Additional Information |

  3. Class I Director Nominees

    Class I Director Nominees

  4. David D. Guilmette, Director, Vice Chair and Chief Executive Officer

    David D. Guilmette, Director, Vice Chair and Chief Executive Officer Mr. Guilmette has served as a member of the Alight board of directors (the “Board”) since May 2024, as the Company’s Chief Executive Officer since August 2024 and as Vice Chair of the Board since July 2024. Prior to joining Alight, Mr. Guilmette most recently served in a number of senior leadership roles at Aon plc (NYSE: AON) (“Aon”) between November 2019 to March 2024, including strategic advisor to the CEO and President of Aon from February 2023 to March 2024 and CEO of Aon’s Global Health Solutions from November 2019 to January 2023. Before joining Aon, Mr. Guilmette served as President of Cigna Group’s (NYSE: CI) (“Cigna”) Global Employer segment from July 2012 to November 2019 and President of Cigna’s National, Pharmacy & Product division from 2010 to 2012. During Mr. Guilmette’s tenure with Cigna, he served on the Board of Managers of Cigna Ventures LLC and on Cigna’s Innovation Advisory Board as chair. Prior to joining Cigna, Mr. Guilmette served as a Managing Director at Towers Perrin (n/k/a Willis Towers Watson PLC) (Nasdaq: WTW) between February 2005 to February 2010. Mr. Guilmette is the co- founder of WorldClass Health, a global healthcare platform. Since August 2023, Mr. Guilmette has served on the board of SwordHealth. Mr. Guilmette holds a B.A. in Political Science from University of Chicago. Mr. Guilmette’s qualifications to serve on the Board include his experience as our Chief Executive Officer and his otherwise deep industry experience in health care and employee benefits, including program design, financing, implementation, administration, and managed health care delivery, as well as his executive leadership and management experience.

  5. Michael E. Hayes, Director

    Michael E. Hayes, Director DIRECTOR SINCE 2025 AGE 54 COMMITTEES

  6. Compensation

    Compensation 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 2024 AGE 64 COMMITTEES

  7. None

    None

  8. None

    | Proxy Statement and Meeting Overview | Board of Directors | Corporate Governance | Executive Compensation | Auditor Approvals | Say-On-Pay | Additional Information |

  9. None

    | | 17 |

  10. Kausik Rajgopal, Director

    Kausik Rajgopal, Director DIRECTOR SINCE 2023 AGE 51 COMMITTEES

  11. Compensation

    Compensation

  12. Nominating and Corporate

    Nominating and Corporate

  13. Governance (Chair)

    Governance (Chair) 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.

  14. Robert A. Schriesheim, Director

    Robert A. Schriesheim, Director DIRECTOR SINCE 2025 AGE 64 COMMITTEES

  15. Class II Directors (Terms to Expire in 2026)

    Class II Directors (Terms to Expire in 2026)

  16. Robert A. Lopes, Jr., Director

    Robert A. Lopes, Jr., Director DIRECTOR SINCE 2025 AGE 61 COMMITTEES

  17. Russell P. Fradin, Chairman

    Russell P. Fradin, Chairman DIRECTOR SINCE 2025 AGE 69 COMMITTEES

  18. None

    None 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.

  19. None

    | Proxy Statement and Meeting Overview | Board of Directors | Corporate Governance | Executive Compensation | Auditor Approvals | Say-On-Pay | Additional Information |

  20. None

    | | 19 |

  21. Richard N. Massey, Director

    Richard N. Massey, Director DIRECTOR SINCE 2021 AGE 69 COMMITTEES

  22. Compensation (Chair)

    Compensation (Chair)

  23. Nominating and Corporate

    Nominating and Corporate

  24. Governance

    Governance 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.

  25. Governance

    | Proxy Statement and Meeting Overview | Board of Directors | Corporate Governance | Executive Compensation | Auditor Approvals | Say-On-Pay | Additional Information |

  26. 20 2025 PROXY STATEMENT

    20 2025 PROXY STATEMENT

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

    Class III Directors (Terms to Expire in 2027) 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.

  28. William P. Foley, II, Director

    William P. Foley, II, Director DIRECTOR SINCE 2021 AGE 80 COMMITTEES

  29. Nominating and Corporate

    Nominating and Corporate

  30. Governance

    Governance

  31. Governance

    | Proxy Statement and Meeting Overview | Board of Directors | Corporate Governance | Executive Compensation | Auditor Approvals | Say-On-Pay | Additional Information |

  32. Governance

    | | 21 |

  33. Siobhan Nolan Mangini, Director

    Siobhan Nolan Mangini, Director DIRECTOR SINCE 2024 AGE 44 COMMITTEES

  34. Coretha M. Rushing, Director

    Coretha M. Rushing, Director DIRECTOR SINCE 2024 AGE 69 COMMITTEES

  35. Compensation

    Compensation

  36. Nominating and Corporate

    Nominating and Corporate

  37. Governance

    Governance 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.

  38. Denise Williams, Director

    Denise Williams, Director DIRECTOR SINCE 2023 AGE 64 COMMITTEES

  39. Director Compensation for 2024

    Director Compensation for 2024 The following table provides summary information concerning the compensation of our directors for the year ended December 31, 2024. Stephan D. Scholl, our former Chief Executive Officer, did not receive any compensation in connection with his service on the Board for the year ended December 31, 2024. Mr. Guilmette served as a non-employee director from May 5, 2024 to August 25, 2024, at which time he was appointed our Chief Executive Officer and Vice Chair. Because he was an employee of the Company for a portion of fiscal year 2024, Mr. Guilmette is not included in this table. See “Compensation Discussion & Analysis — Compensation Tables — Summary Compensation Table” for information about the compensation earned by Mr. Guilmette in fiscal year 2024 in his capacity as both a non- employee director and Chief Executive Officer and Vice Chair of the Company.

  40. Director Compensation for 2024

    | NAME | FEES EARNED OR PAID IN CASH(1) | STOCK AWARDS(2) | ALL OTHER COMPENSATION | TOTAL | | William P. Foley, II(3) | $359,989 | $149,996 | — | $509,985 | | Daniel S. Henson(4) | $107,500 | $149,996 | — | $257,496 | | Siobhan Nolan Mangini(4) | $82,527 | $149,992 | — | $232,520 | | Richard N. Massey(5) | $89,985 | $149,996 | — | $239,981 | | Erika Meinhardt(5) | $84,983 | $149,996 | — | $234,979 | | Regina M. Paolillo(6) | $109,981 | $149,996 | — | $259,977 | | Kausik Rajgopal(7) | $79,994 | $150,000 | — | $229,994 | | Coretha M. Rushing(7) | $52,298 | $173,351 | — | $225,649 | | Denise Williams(8) | $79,983 | $150,000 | — | $229,983 |

  41. Director Compensation for 2024

    (1)Amounts reported represent annual cash retainers and Committee fees paid to our non-employee directors for Fiscal 2024. (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 2024, calculated in accordance with FASB ASC Topic 718. The Grant Date fair value with respect to the time-vested RSUs is calculated by multiplying the number of shares subject to the RSUs by the closing price of the Company Class A common stock on each grant date as follows: January 2, 2024 for Ms. Nolan Mangini, February 4, 2024 for Ms. Williams, March 15, 2024 for Mr. Rajgopal and July 2, 2024 for Messrs. Foley, Henson, and Massey, and Mses. Meinhardt and Paolillo. The time-vested RSUs vest on the first anniversary of the Grant Date subject to the director’s continued active service with Alight through the vesting date, except in the case of death, disability, termination within six months prior to a change-in-control or within eighteen months following a change-in-control, and certain involuntary terminations. (3)Mr. Foley elected to receive 75% of his annual cash retainer in the form of unrestricted shares of the Company Class A common stock and 25% in cash. (4)Mr. Henson and Ms. Nolan Mangini each elected to receive 100% of their annual cash retainer in the form of cash paid quarterly. (5)Mr. Massey and Ms. Meinhardt each elected to receive 100% of their annual cash retainers in the form of unrestricted shares of the Company Class A common stock paid quarterly. (6)Ms. Paolillo elected to receive 40% of her annual cash retainer in the form of unrestricted shares of the Company Class A common stock and 60% in cash. (7)Mr. Rajgopal and Ms. Rushing each elected to receive 50% of their annual cash retainer in the form of unrestricted shares of the Company Class A common stock and 50% in cash. . (8)Ms. Williams elected to receive 75% of her pro-rated annual cash retainer in the form of unrestricted shares of the Company Class A common stock and 25% in cash.

  42. Director Compensation for 2024

    | Proxy Statement and Meeting Overview | Board of Directors | Corporate Governance | Executive Compensation | Auditor Approvals | Say-On-Pay | Additional Information |

  43. Director Compensation for 2024

    | | 25 |

  44. Director Compensation for 2024

    | NAME | AGE | POSITION | | David D. Guilmette | 64 | Director, Chief Executive Officer and Vice Chair | | Jeremy J. Heaton | 48 | Chief Financial Officer | | Allison P. Bassiouni | 49 | Chief Delivery Officer | | Deepika Duggirala | 50 | Chief Technology Officer | | Martin T. Felli | 57 | Chief Legal Officer and Corporate Secretary | | Gregory A. George | 55 | Chief Commercial Officer, North America | | Robert W. Sturrus | 48 | Chief Client Officer |

  45. Martin T. Felli, Chief Legal Officer and Corporate Secretary

    Martin T. Felli, Chief Legal Officer and Corporate Secretary OFFICER SINCE 2023 AGE 57 Ms. Bassiouni has served as Alight’s Chief Delivery Officer since January 2025. Prior to her appointment as Chief Delivery Officer, Ms. Bassiouni served as Alight’s Executive Vice President, Customer Experience and Delivery from June 2023 until December 2024, Senior Vice President, Health Delivery from February 2022 until June 2023 and as Vice President, Benefits Delivery at Alight from May 2017 until February 2022. Prior to joining Alight, Ms. Bassiouni served as Vice President, Benefits Delivery at Aon Hewitt from January 2013 until April 2017 and as Senior Director, Benefits Delivery from June 1998 until December 2012. Ms. Bassiouni has served as the President of the GLP Foundation since October 2018. Ms. Bassiouni holds a BBA in Business Management from Texas A&M University. Ms. Duggirala has served as Alight’s Chief Technology Officer since January 2025. Ms. Duggirala has over 25 years of technology leadership experience across enterprise software, mobile platforms, and digital transformation initiatives. Prior to her appointment as Chief Technology Officer, Ms. Duggirala served as EVP of Technology at Alight from June 2023 until December 2024. Prior to joining Alight, Ms. Duggirala served as SVP of Global Technology Platforms at TransUnion, a credit reporting agency, where she led strategic technology initiatives, from May 2020 until June 2023. Ms. Duggirala served as Vice President, Engineering at Yello from September 2018 until March 2020 and as Senior Vice President, Engineering at SPINS from June 2014 until September 2018. Her extensive career includes leadership roles at SAP Labs as Vice President of Development for SAP Mobile Platform from March 2012 until June 2014, and prior to that nearly a decade at Motorola Inc., where she progressed from Software Engineer to Engineering Project Manager. Ms. Duggirala has served as an advisory board member at Modal Learning, an early-stage e-learning platform, since November 2022. Ms. Duggirala has also served as a member of the board of trustees of Quest Academy since January 2024. Ms. Duggirala holds an MS in Electrical and Computer Engineering from Rutgers University and a BE in Electronics Engineering from Nagpur University.

  46. Martin T. Felli, Chief Legal Officer and Corporate Secretary

    | Proxy Statement and Meeting Overview | Board of Directors | Corporate Governance | Executive Compensation | Auditor Approvals | Say-On-Pay | Additional Information |

  47. Martin T. Felli, Chief Legal Officer and Corporate Secretary

    | | 27 |

  48. Martin T. Felli, Chief Legal Officer and Corporate Secretary

    Mr. George has served as Alight’s Chief Commercial Officer, North America since June 2023. Prior to joining Alight, Mr. George served as senior vice president and head of sales of Ceridian, from January 2021 to June 2023. In this role, Mr. George oversaw the growth of the company’s HCM platform and was responsible for Ceridian’s go to market strategy and worked alongside the leadership team to execute the company’s transformation strategy. From June 2007 to January 2021, Mr. George worked in a number of capacities at Oracle, a computer technology company, where he most recently serviced as group vice president, responsible for national sales operations for the company’s enterprise resource planning, enterprise performance management, and supply chain management business units. Mr. George holds a bachelor’s degree from Butler University and has completed executive education programs at the University of Michigan’s Ross School of Business, IESE Business School University of Navarra, Barcelona, Spain, and the George Mason University School of Business in Virginia. Mr. Sturrus has served as Alight’s Chief Client Officer since January 2025. Prior to his appointment as Chief Client Officer, Mr. Sturrus served as Alight’s Executive Vice President, Health and Wealth Solutions since October 2023 and Executive Vice President, Wealth Solutions from May 2017 through October 2023. Before joining Alight, Mr. Sturrus served in a number of capacities in Aon Hewitt and Hewitt Associates, most recently with Aon Hewitt as Senior Vice President, Defined Benefits from April 2016 to April 2017 and as Vice President, Benefits Delivery from October 2011 to April 2017. Mr. Sturrus holds a BS from Wake Forest University.

  49. BOARD OF DIRECTORS

    BOARD OF DIRECTORS •Assumes responsibility for sustainability matters that impact our business •Works closely with management to oversee sustainability areas associated with their respective responsibilities

  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. There is no material pending litigation or proceeding naming any of Alight’s directors or officers for which indemnification is currently being sought, and we are not aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.

  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 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 can include strategic financial metrics tied to our long-term business plan. •50% of LTI is delivered in the form of time-vested restricted stock units (“RSUs”) that typically vest over a three-year service period. |

  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. 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 2024 (the “Peer Group”). As part of the review conducted in fiscal 2023, the Compensation Committee decided to add Maximus Inc. and Workday, Inc. due to their industry fit and peer overlap. The Compensation Committee also decided to remove Black Knight Inc. and Citrix Systems, Inc. due to their mergers, and CACI International 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. Additionally, the Peer Group companies were selected to represent companies with median revenues of $4.6 billion and a median market capitalization of $5.44 billion. While the Compensation Committee uses peer group market data percentiles as reference points in setting executive compensation, it does not target specific benchmark percentiles for any element of compensation or total direct compensation for the executive officers.

  54. Competitive Peer Group

    | Proxy Statement and Meeting Overview | Board of Directors | Corporate Governance | Executive Compensation | Auditor Approvals | Say-On-Pay | Additional Information |

  55. Competitive Peer Group

    | | 49 |

  56. Competitive Peer Group

    The following table sets forth the companies included in our Peer Group used to review executive compensation for 2024.

  57. Competitive Peer Group

    | COMPETITIVE PEER GROUP | | | | ASGN Incorporated | HealthEquity, Inc. | WEX Inc. | | Broadridge Financial Solutions | Insperity, Inc. | WNS (Holdings) Ltd. | | Ceridian HCM Holding Inc. | Maximus Inc. | Workday, Inc. | | EPAM Systems, Inc. | Paychex, Inc. | | | ExlService Holdings Inc. | TriNet Group, Inc. | | | Genpact Limited | TTEC Holdings, Inc. | |

  58. 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.

  59. 50 2025 PROXY STATEMENT

    | NAME | 2024 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 | 100% | 0-200% | | Martin T. Felli | 75% | 0-200% | | Gregory R. Goff | 100% | 0-200% | | Dinesh V. Tulsiani | 75% | 0-200% | | Stephan D. Scholl | 200% | 0-200% | | Katie J. Rooney | 100% | 0-200% | | Michael J. Rogers | 75% | 0-200% |

  60. 50 2025 PROXY STATEMENT

    VCP Financial Performance Measures Our priorities for Fiscal 2024 were to drive business growth and create stockholder value. Our 2024 performance measures for VCP payout determinations were Adjusted EBITDA and revenue. Adjusted EBITDA, a non-GAAP financial measure, is defined as earnings before interest, taxes, depreciation, and intangible amortization adjusted for the impact of certain non-cash and other items that we do not consider in the evaluation of ongoing operational performance. This result may then be further adjusted to exclude the impact of certain other items determined by the Compensation Committee. Revenues are principally derived from fees paid by clients for services. We used these two measures because we believe they are key drivers in increasing stockholder value and because every VCP participant can impact them in some way. Adjusted EBITDA is used as an indicator of our earnings performance. Revenues are used as an indicator of our growth. These measures may change from time to time based on business priorities. The Compensation Committee approved the minimum, target and maximum goals for each measure and the corresponding level of VCP bonus pool funding. The bonus percentage for threshold financial performance was 0% and bonus percentage for maximum financial performance was 150%. In September 2024, following the divestiture of the Company’s payroll and professional services business units, the Compensation Committee approved revised revenue and Adjusted EBITDA goals to exclude divested business units.

  61. 50 2025 PROXY STATEMENT

    | | TARGETS | ELEMENT BUDGET FUNDING | ADJUSTED ACTUALS | ACHIEVEMENT (PERCENTAGE OF BUDGET FUNDING) | FINAL BONUS POOL FUNDING | VCP FUNDING (% OF TARGET POOL) | | Adjusted EBITDA(1) | $610.0 | $45.0 | $594.0 | 20% | $9.1 | 13.0% | | Revenue | $2,350.0 | $15.0 | $2,353.0 | 102% | $15.3 | 23.0% | | | | | | | | 36.0% |

  62. 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 2024 long-term equity grants, please see the 2024 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 2024 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 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 2024 as part of the annual LTI program vest in three equal annual installments, subject to the continued employment of the applicable NEO. (See the table entitled “Outstanding Equity Awards at Fiscal 2024 Year-End” for details concerning the vesting schedule of the RSUs.) Performance-Vested RSUs PRSUs granted in 2024 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 2024 Year-End” for details concerning the vesting criteria for the PRSUs.) The key features of the 2024 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 2024 through fiscal year 2026. 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 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.

  63. Long-Term Incentive Compensation

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  64. 2024 Special Long-Term Incentive Awards

    2024 Special Long-Term Incentive Awards Based on the review of each NEO’s accumulated vested and unvested awards, the current and potential realizable value over time using stock appreciation assumptions, and more importantly the criticality of the executive’s role to executing the Company’s strategy following the divestiture of the Company’s payroll and professional services business units, and retention risk, on March 17, 2024, the Compensation Committee awarded special PRSU awards to select NEOs.

  65. 2024 Special Long-Term Incentive Awards

    | NAME | TARGET SPECIAL PRSUS | | Jeremy J. Heaton | 201,845 | | Martin T. Felli | 43,252 | | Gregory R. Goff | 334,486 | | Dinesh V. Tulsiani | 69,204 | | Stephan D. Scholl | 507,497 | | Michael J. Rogers | 86,505 |

  66. 2024 Special Long-Term Incentive Awards

    Below are the key features of the special 2024 PRSUs that differ from the annual PRSU awards described above: •Annual performance goals: Eligible to vest annually in one-third of the target number of PRSUs based on the Compensation Committee’s certification of achievement against annual performance goals over a three-year performance period. Actual shares that will vest each year, if any, will vary based on the achievement of the performance goals at the end of each fiscal year. •Financial performance goals: The number of PRSUs that will be subject to vest annually is based on the Company’s achievement of revenue and EBITDA margin expansion goals, as determined by the Compensation Committee. Revenue was chosen to further drive focus on top-line growth and margin expansion was selected to drive disciplined growth, operational efficiency, and sustainable profitability — key levers in maximizing stockholder returns. Each metric (revenue and EBITDA margin expansion) is equally weighted at 50%. •Relative total stockholder return: To directly link the interests of our stockholders and our NEOs, will be subject to an annual relative total stockholder return (“rTSR”) that can modify the number of RSUs by +/- 25%. The modifier is based on percentile ranking of Company TSR against TSR performance of the Russell 2000 Index companies. •If earned at target, one-third of the total PRSUs will vest at the end of each year over the three-year performance period. Potential payout range as a percentage of the target award is 0% to 200%.

  67. 2024 Special Long-Term Incentive Awards

    | Proxy Statement and Meeting Overview | Board of Directors | Corporate Governance | Executive Compensation | Auditor Approvals | Say-On-Pay | Additional Information |

  68. 2024 Special Long-Term Incentive Awards

    | | 55 |

  69. 2024 Special Long-Term Incentive Awards

    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. For additional details about these long-term equity awards, please see the 2024 Grants of Plan-Based Awards table. Shares earned under the special 2024 PRSU awards are detailed as part of the Outstanding Equity Awards at Fiscal 2024 Year-End table included in this Proxy Statement. 2024 Special PRSU Performance Period Results In September 2024, following the divestiture of the Company’s payroll and professional services business units, The Compensation Committee approved revised revenue and EBITDA margin expansion goals to exclude divested business units. Shares earned under the 2024 performance period of the 2024 special PRSU awards are detailed as part of the Outstanding Equity Awards at Fiscal 2024 Year-End table included in this Proxy Statement. In February 2025, the Compensation Committee reviewed performance for the January 1, 2024 to December 31, 2024 special PRSU performance period. The Company’s performance against revised revenue and EBITDA margin expansion performance metrics and following application of the rTSR modifier resulted in 116.17% of target shares being earned.

  70. 2024 Special Long-Term Incentive Awards

    | | TARGET | ACTUAL PERFORMANCE | ACHIEVEMENT (PERCENTAGE OF TARGET) | WEIGHTING | ACHIEVEMENT (PERCENTAGE OF PRSUS EARNED) | | Revenue ($B) | $2,338 | $2,353 | 200.00% | 50% | 100.00% | | EBITDA Margin Expansion | 0.5% | 0.4% | 83.33% | 50% | 41.67% | | | | | | | 141.67% |

  71. 2024 Special Long-Term Incentive Awards

    Relative TSR Modifier

  72. 2024 Special Long-Term Incentive Awards

    | 25th PERCENTILE ACHIEVEMENT | 50th PERCENTILE ACHIEVEMENT | 75th PERCENTILE ACHIEVEMENT | ACHIEVEMENT (PERCENTILE RANKING) | ACHIEVEMENT (rTSR MODIFIER) | | 75% | 100% | 125% | 32nd | 82% |

  73. 2024 Special Long-Term Incentive Awards

    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 2024, equity awards were granted in March to executive officers at one of our regularly scheduled or special Compensation Committee meetings.

  74. 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

  75. 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 year 2024.

  76. Severance Arrangements

    Severance Arrangements Our Board believes that severance arrangements are necessary to attract and retain the talent necessary for our long-term success. Our Board views our severance arrangements as recruitment and retention devices that help secure the continued employment and dedication of our named executive officers, including when we are considering strategic alternatives. Pursuant to Mr. Guilmette’s, Mr. Scholl’s and Ms. Rooney’s respective employment agreements (together, the “Employment Agreements”), they are or were each entitled to severance benefits if his or her employment is or was terminated by us without “cause” (as defined in the applicable employment agreement) or by the named executive officer for “good reason” (as defined in the applicable employment agreement). Each of our other named executive officers has entered into a severance letter agreement with us under which each such named executive officer is entitled to severance benefits if he or she is terminated by us without “cause” (as defined in the severance letter agreements) or by him or her for “good reason” (as defined in the severance letter agreements), as applicable. See “Potential Payments Upon Termination or Change in Control” below for further information regarding the severance arrangements of our named executive officers.

  77. Severance Arrangements

    | Proxy Statement and Meeting Overview | Board of Directors | Corporate Governance | Executive Compensation | Auditor Approvals | Say-On-Pay | Additional Information |

  78. Employment Agreements

    Employment Agreements On October 17, 2024, Alight Solutions LLC (“Alight Solutions”), a subsidiary of the Company, and David Guilmette, the Company’s Chief Executive Officer and Vice Chair, entered into an Amended and Restated Employment Agreement (the “Guilmette Agreement”). Previously, on August 18, 2021, Alight Solutions entered into (i) an amended and restated employment agreement with Stephan Scholl, the then CEO of Alight Solutions and the Company (the “Scholl Agreement”) and (ii) an employment agreement with Katie Rooney, the then Chief Financial Officer of Alight Solutions and the Company (the “Rooney Agreement”). The Guilmette Agreement Under the terms of the Guilmette Agreement, Mr. Guilmette serves as our CEO and Vice Chair. His initial term of employment will be approximately three years, from August 20, 2024 through December 31, 2027, which term will automatically extend for successive one- year periods unless either party provides written notice not to extend the term. Mr. Guilmette receives a base salary of $870,000 per year, which may be increased (but not decreased) from time to time by the Board and is eligible to receive an annual bonus targeted at 200% of his base salary. Pursuant to the Guilmette Agreement, Mr. Guilmette is also entitled to (i) reimbursement by Alight Solutions for costs associated with his use of private aviation for business-related domestic trips to the Company’s headquarters in Chicago, Illinois from Mr. Guilmette’s principal place of employment in Nashville, Tennessee or for other business related domestic trips, and (ii) travel first-class on any commercial flight for business purposes. As more specifically described and set forth in the Guilmette Agreement, Mr. Guilmette is also eligible to receive severance benefits following certain terminations of his employment. Upon a termination of Mr. Guilmette’s employment by us without “cause” or by Mr. Guilmette for “good reason” (as each term is defined in the Guilmette Agreement), Mr. Guilmette will be entitled to receive the following payments and benefits, subject to his timely execution and non-revocation of a general release of claims: (i) a severance payment equal to 1x base salary in the case of a termination without cause or termination for good reason on or prior to December 31, 2025 and 2x base salary in the case of a termination without cause or termination for good reason after December 31, 2025 on or prior to January 1, 2026; (ii) a pro-rata portion of his annual bonus for the year in which the termination occurs based on actual results for such year; and (iii) continued participation in our group health plan for up to 12 months following his termination date. The Scholl Agreement Under the terms of the Scholl Agreement, Mr. Scholl served as our CEO. His initial term of employment was five years from the effective date of the Scholl Agreement. Mr. Scholl received a base salary of $800,000 per year, which the Scholl Agreement provided could be increased (but not decreased) from time to time by the Board and was eligible to receive an annual bonus targeted at 200% of his base salary. The Scholl Agreement also provided that upon a “change in control” (as defined in the Scholl Agreement) of Alight Solutions, any initial equity-based incentive awards granted to Mr. Scholl in connection with the closing of the Company’s business combination on July 2, 2021 (the “Initial Grant”) would immediately vest in full, subject to Mr. Scholl’s continued employment on the date of such change in control. However, if Mr. Scholl’s employment was terminated by Alight Solutions without “cause” or by Mr. Scholl with “good reason” (as each term is defined in the Scholl Agreement), in either case, in the six-month period prior to a change in control, Mr. Scholl would have been deemed employed as of the date of the change in control for purposes of vesting with respect to the Initial Grant. Pursuant to the Scholl Agreement, Mr. Scholl was also entitled to (i) reimbursement by Alight Solutions for costs associated with his use of private aviation for business-related purposes, in an amount up to an annual average of $6,700 per hour for up to 200 flight hours per year, and (ii) travel first-class on any commercial flight for business purposes. For further information regarding private aviation, please refer to “Certain Relationships and Related-Person Transactions.” As more specifically described and set forth in the Scholl Agreement, Mr. Scholl was also eligible to receive severance benefits following certain terminations of his employment. Upon a termination of Mr. Scholl’s employment by us without “cause” or by Mr. Scholl for “good reason” (as each term is defined in the Scholl Agreement), Mr. Scholl was entitled to receive the following payments and benefits, subject to his timely execution and non-revocation of a general release of claims: (i) a severance payment, payable in equal installments over 24 months following termination and equal to two times the sum of: (A) his annual base salary (at the highest rate in effect in the 6-month period preceding his termination date) and (B) his average annual bonus over the two most recent full completed fiscal years immediately preceding the fiscal year in which his termination date occurs (and if he was not employed by us for two full fiscal years immediately preceding the year in which his termination date occurs, the amount was based on his average annualized bonus received in respect of the fiscal years in which he was actually employed); (ii) a pro-rata portion of his annual bonus for the year

  79. Employment Agreements

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  80. Employment Agreements

    | | 59 |

  81. Employment Agreements

    in which the termination occurs based on actual results for such year; (iii) continued participation in our group health plan for up to 12 months following his termination date; and (iv) access to outplacement services for the 12-month period following his termination date. The Rooney Agreement Under the terms of the Rooney Agreement, Ms. Rooney served as our Chief Operating Officer. Her initial term of employment was three years from the effective date of the Rooney Agreement, which term was automatically extend for successive one-year periods unless either party provides written notice not to extend the term. Ms. Rooney received a base salary of $550,000 per year, which the Rooney Agreement provided could be increased (but not decreased) from time to time by the Board and was eligible to receive an annual bonus targeted at 100% of her base salary. As more specifically described and set forth in the Rooney Agreement, Ms. Rooney was also eligible to receive severance benefits following certain terminations of her employment. Upon a termination of Ms. Rooney’s employment by us without “cause” or by Ms. Rooney for “good reason” (as each term is defined in the Rooney Agreement), Ms. Rooney was entitled to receive the following payments and benefits, subject to her timely execution and non-revocation of a general release of claims: (i) a severance payment, payable in equal installments over 24 months following termination and equal to two times the sum of: (A) her annual base salary (as in effect immediately prior to her termination date or immediately prior to any reduction if her termination is due to a reduction in base salary) and (B) her average annual bonus over the two most recent full completed fiscal years immediately preceding the fiscal year in which her termination date occurs; (ii) continued participation in our group health plan for up to 12 months following her termination date; and (iii) access to outplacement services for the 12-month period following her termination date. The Employment Agreements also subject Mr. Scholl, Ms. Rooney, and Mr. Guilmette to certain restrictive covenants, including confidentiality of information, non-competition, non-solicitation, and non-disparagement. The confidentiality and non-disparagement covenants have an indefinite term, and the non-competition and non-solicitation covenants each have terms effective both during the term employment and for two years following any termination of employment.

  82. Summary Compensation Table

    Summary Compensation Table The following table provides compensation information for our Fiscal 2024 NEOs. The table also shows compensation information for fiscal years 2023 and 2022 for current NEOs who were also NEOs during either of those years. The sum and/or computation of individual numerical amounts disclosed in the following tables and related footnotes may not equal the total due to rounding.

  83. 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 | | | | | | | | | Chief Executive Officer and Vice Chair | 2024 | $319,659 | $— | $6,673,339 | $229,338 | $119,968 | $7,342,304 | | Jeremy J. Heaton | | | | | | | | | Chief Financial Officer | 2024 | $492,367 | $750,000 | $4,249,994 | $194,977 | $28,910 | $5,716,247 | | Martin T. Felli | | | | | | | | | Chief Legal Officer and Corporate Secretary | 2024 | $450,000 | $850,000 | $1,174,982 | $103,275 | $24,031 | $2,602,287 | | | 2023 | 440,625 | — | 2,699,996 | 106,623 | 10,530 | 3,257,775 | | Gregory R. Goff | | | | | | | | | President | 2024 | $512,500 | $800,000 | $5,199,984 | $— | $20,800 | $6,533,283 | | | 2023 | 475,000 | — | 2,502,985 | 115,069 | 50,190 | 3,143,244 | | | 2022 | 468,750 | — | 2,000,000 | 320,625 | 28,552 | 2,817,927 | | Dinesh V. Tulsiani | | | | | | | | | Chief Strategy Officer | 2024 | $450,000 | $1,000,000 | $1,199,997 | $— | $64,828 | $2,714,826 | | | 2023 | 450,000 | — | 1,025,988 | 109,013 | 24,697 | 1,609,698 | | | 2022 | 443,750 | — | 1,900,000 | 298,756 | 24,607 | 2,667,113 | | Stephan D. Scholl | | | | | | | | | Former Chief Executive Officer | 2024 | $800,000 | $— | $11,699,984 | $366,000 | $9,359 | $12,875,343 | | | 2023 | 800,000 | — | 6,599,991 | 516,800 | 36,546 | 7,953,337 | | | 2022 | 800,000 | — | 5,000,000 | 1,440,000 | 25,024 | 7,265,024 | | Katie J. Rooney | | | | | | | | | Former Global Chief Financial Officer and Chief Operating Officer | 2024 | $295,833 | $— | $— | $— | $1,770,899 | $2,066,732 | | | 2023 | 521,402 | — | 3,529,992 | 177,650 | 30,820 | 4,259,864 | | | 2022 | 500,000 | — | 1,900,000 | 450,000 | 23,334 | 2,873,334 | | Michael J. Rogers(5) | | | | | | | | | Former Chief Human Resources Officer | 2024 | $226,748 | $500,000 | $749,998 | $— | $1,912,343 | $3,389,090 |

  84. Summary Compensation Table

    (1)Amounts reflect special transaction bonus payments in July 2024 to Messrs. Heaton, Felli, Goff, Tulsiani and Rogers in recognition of their significant efforts to consummate the sale of the Company’s professional services and payroll & HCM outsourcing businesses. (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 2024 would be: Mr. Guilmette, $6,238,546; Mr. Heaton, $4,770,676; Mr. Felli, $1,033,571; Mr. Goff, $6,448,250; Mr. Tulsiani, $1,436,675; Mr. Scholl, $12,797,004; and Mr. Rogers $1,197,229. 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 2024 are detailed in the table below (see “—Compensation Discussion and Analysis” for more details on the items in the table below):

  85. Summary Compensation Table

    | Name | Life Insurance(a) | 401(k) Plan Match(b) | Executive Physical(c) | Tax Payments(d) | Other Payments(e) | Severance(f) | Total | | David D. Guilmette | $3,968 | $— | $— | $— | $116,000 | $— | $119,968 | | Jeremy J. Heaton | $1,253 | $18,725 | $5,009 | $3,923 | $— | $— | $28,910 | | Martin T. Felli | $2,894 | $13,616 | $4,298 | $3,223 | $— | $— | $24,031 | | Gregory R. Goff | $2,075 | $18,725 | $— | $— | $— | $— | $20,800 | | Dinesh V. Tulsiani | $1,663 | $19,300 | $6,280 | $4,995 | $32,590 | $— | $64,828 | | Stephan D. Scholl | $3,859 | $5,500 | $— | $— | $— | $— | $9,359 | | Katie J. Rooney | $694 | $18,652 | $— | $— | $23,903 | $1,727,650 | $1,770,899 | | Michael J. Rogers | $— | $— | $— | $— | $362,405 | $1,549,938 | $1,912,343 |

  86. Summary Compensation Table

    (a)Amounts reflect imputed income for insurance.

  87. Summary Compensation Table

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  88. Summary Compensation Table

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  89. Summary Compensation Table

    (b)Amounts reflect company matching contributions under our 401(k) Plan. (c)Amounts reflect amounts for participation in the voluntary executive physical program. (d)Amounts reflect tax payments to Messrs. Heaton, Felli, and Scholl for the executive physical program. (e)Amounts reflect $64,897 for corporate housing in Chicago, Illinois for Mr. Guilmette who resides in Nashville, Tennessee and $51,103 in compensation for Mr. Guilmette’s service as a member of the Board of Directors prior to his appointment as CEO, tax receivable agreement payments to Mr. Tulsiani and Ms. Rooney, and consulting fees of $215,188 and continued assignment costs of $147,217 (housing ($82,775), minor children education tuition ($32,425), and allowances) to Mr. Rogers following his separation from the Company. (f)Amounts reflect severance benefits in connection with Ms. Rooney and Mr. Rogers’ separations from the Company.

  90. Summary Compensation Table

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  91. 2024 Grants of Plan-Based Awards

    2024 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 2024. 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.

  92. 2024 Grants of Plan-Based Awards

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  93. 2024 Grants of Plan-Based Awards

    | | 63 |

  94. 2024 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 | | $639,318 | $1,278,636 | | | | | | | | | 7/2/2024(5) | | | | | | | 3,294 | | $23,354 | | | 7/2/2024(5) | | | | | | | 21,156 | | 149,996 | | | 10/1/2024 | | | | | $450,762 | $901,524 | | | 3,249,994 | | | 10/1/2024 | | | | | | | 450,762 | | 3,249,994 | | Jeremy J. Heaton | | | | | | | | | | | | | N/A | | $492,367 | $984,734 | | | | | | | | | 3/14/2024 | | | | | $142,857 | $285,714 | | | $1,249,999 | | | 3/14/2024 | | | | | | | 142,857 | | 1,249,999 | | | 3/17/2024(6) | | | | | 201,845 | 403,690 | | | 1,749,996 | | Martin T. Felli | | | | | | | | | | | | | N/A | | $337,500 | $675,000 | | | | | | | | | 3/14/2024 | | | | — | 31,428 | 62,856 | | | $274,995 | | | | | | | | | | | | $1,349,998 | | | 3/14/2024 | | | | | | | 31,428 | | 274,995 | | | 3/17/2024(6) | | | | | 43,252 | 86,504 | | | 374,995 | | | 9/3/2024 | | | | | | | 34,106 | | 249,997 | | Gregory R. Goff | | | | | | | | | | | | | N/A | | $512,500 | $1,025,000 | | | | | | | | | 3/14/2024 | | | | — | 131,428 | 262,856 | | | $1,149,995 | | | 3/14/2024 | | | | | | | 131,428 | | 1,149,995 | | | 3/17/2024(6) | | | | | 334,486 | 668,972 | | | 2,899,994 | | Dinesh V. Tulsiani | | | | | | | | | | | | | N/A | $— | $337,500 | $675,000 | | | | | | | | | 3/17/2024 | | | | — | 34,602 | 69,204 | | | $299,999 | | | 3/17/2024 | | | | | | | 34,602 | | 299,999 | | | 3/17/2024(6) | | | | | 69,204 | 138,408 | | | 599,999 | | Stephan D. Scholl | | | | | | | | | | | | | N/A | | $1,012,603 | $2,025,206 | | | | | | | | | 3/14/2024 | | | | — | 417,142 | 834,284 | | | $3,649,993 | | | 3/14/2024 | | | | | | | 417,142 | | 3,649,993 | | | 3/17/2024(6) | | | | | 507,497 | 1,014,994 | | | 4,399,999 | | Katie J. Rooney | | | | | | | | | | | | | N/A | | $550,000 | $1,100,000 | | | | | | | | Michael J. Rogers | | | | | | | | | | | | | N/A | | $321,618 | $643,236 | | | | | | | | | 3/17/2024(6) | | | | | 86,505 | 173,010 | | | $749,998 |

  95. 2024 Grants of Plan-Based Awards

    (1)The amounts reported for each named executive officer represent the estimated potential payments levels for Fiscal 2024 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.” Ms. Rooney and Mr. Rogers separated from the Company effective July 12, 2024 and July 11, 2024, respectively, and were not eligible for a VCP payout for Fiscal 2024.

  96. 2024 Grants of Plan-Based Awards

    | Proxy Statement and Meeting Overview | Board of Directors | Corporate Governance | Executive Compensation | Auditor Approvals | Say-On-Pay | Additional Information |

  97. Outstanding Equity Awards at Fiscal 2024 Year-End

    Outstanding Equity Awards at Fiscal 2024 Year-End The following table provides information regarding outstanding equity awards made to our NEOs as of December 31, 2024. All unvested awards for Ms. Rooney forfeited and were cancelled on July 12, 2024, her separation date from the Company.

  98. Outstanding Equity Awards at Fiscal 2024 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) | | | 2024 | 450,762(a) | $3,119,273 | | | | | 2024 | | | 450,762(3) | $3,119,273 | | | 2024 | 3,294(b) | $22,794 | | | | | 2024 | 21,156(c) | $146,400 | | | | Jeremy J. Heaton | | | | | | | | 2024 | 78,160(4) | $540,867 | | | | | 2024 | | | 134,564(4) | $931,183 | | | 2024 | 142,857(d) | $988,570 | | | | | 2024 | | | 142,857(3) | $988,570 | | | 2023 | | | 4,739 | $32,794 | | | 2023 | 18,510(e) | $128,089 | | | | | 2023 | | | 27,765(3) | $192,134 | | | 2022 | 7,501(f) | $51,907 | | | | | 2022 | 23,765(3) | $164,454 | | | | | 2020 | | | 54,696(5) | $378,496 | | Martin T. Felli | | | | | | | | 2024 | 34,106(g) | $236,014 | | | | | 2024 | 16,748(4) | $115,896 | | | | | 2024 | | | 28,835(4) | $199,538 | | | 2024 | 31,428(d) | $217,482 | | | | | 2024 | | | 31,428(3) | $217,482 | | | 2023 | 101,580(e) | $702,934 | | | | | 2023 | | | 152,370(3) | $1,054,400 | | Gregory R. Goff | | | | | | | | 2024 | 111,495(4) | $771,545 | | | | | 2024 | | | 222,991(4) | $1,543,098 | | | 2024 | 131,428(d) | $909,482 | | | | | 2024 | | | 131,428(3) | $909,482 | | | 2023 | 56,546(e) | $391,298 | | | | | 2023 | 112,866(h) | $781,033 | | | | | 2022 | 36,590(f) | $253,203 | | | | | 2022 | 109,769(3) | $759,601 | | | | | 2020 | | | 60,168(5) | $416,363 | | Dinesh V. Tulsiani | | | | | | | | 2024 | 23,068(4) | $159,631 | | | | | 2024 | | | 46,136(4) | $319,261 | | | 2024 | 34,602(d) | $239,446 | | | | | 2024 | | | 34,602(3) | $239,446 | | | 2023 | 38,600(e) | $267,112 | | | | | 2023 | | | 57,900(3) | $400,668 |

  99. Outstanding Equity Awards at Fiscal 2024 Year-End

    | Proxy Statement and Meeting Overview | Board of Directors | Corporate Governance | Executive Compensation | Auditor Approvals | Say-On-Pay | Additional Information |

  100. 2024 Option Exercises and Stock Vested

    2024 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 2024. None of our NEOs hold options or similar instruments.

  101. 2024 Option Exercises and Stock Vested

    | Proxy Statement and Meeting Overview | Board of Directors | Corporate Governance | Executive Compensation | Auditor Approvals | Say-On-Pay | Additional Information |

  102. 2024 Option Exercises and Stock Vested

    | | 67 |

  103. 2024 Option Exercises and Stock Vested

    | NAME | # OF SHARES OR UNITS ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($)(1) | | David D. Guilmette | $— | $— | | Jeremy J. Heaton | 431,495 | $3,569,646 | | Martin T. Felli | 50,790 | $462,697 | | Gregory R. Goff | 739,863 | $6,146,152 | | Dinesh V. Tulsiani | 532,185 | $4,427,455 | | Stephan D. Scholl | 5,015,628 | $41,468,371 | | Katie J. Rooney | 1,001,041 | $8,294,484 | | Michael J. Rogers | 571,928 | $4,689,852 |

  104. 2024 Option Exercises and Stock Vested

    (1)Value realized calculated by multiplying the number of vested RSUs by the closing stock price on the vesting date or the last preceding trading day when the vesting date is a non-trading day (December 31, 2023).

  105. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The following table sets forth information concerning our Deferred Compensation Plan and the Supplemental Savings Plan for each of our NEOs during Fiscal 2024.

  106. 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 | — | — | — | — | — | | Martin T. Felli | — | — | — | — | — | | Gregory R. Goff | — | — | — | — | — | | Dinesh V. Tulsiani | — | — | — | — | — | | Stephan D. Scholl | — | — | — | — | — | | Katie J. Rooney | — | — | — | — | — | | Supplemental Savings Plan | — | — | $6,703 | — | $58,394 | | Deferred Compensation Plan | — | — | $1,398 | — | $24,703 | | Michael J. Rogers | — | — | — | — | — |

  107. Non-Qualified Deferred Compensation

    (1)None of Messrs. Guilmette, Heaton, Scholl, Felli, Goff, Tulsiani or Rogers participate in the Deferred Compensation Plan or the Supplemental Savings Plans as these plans are legacy nonqualified deferred compensation plans which were open only to participants who participated in similar plans at Aon prior to our separation from Aon and are now frozen. (2)Amounts reported represent investment earnings (losses) during Fiscal 2024. 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.

  108. Non-Qualified Deferred Compensation

    | Proxy Statement and Meeting Overview | Board of Directors | Corporate Governance | Executive Compensation | Auditor Approvals | Say-On-Pay | Additional Information |

  109. Pay Ratio Information

    Pay Ratio Information For purposes of calculating the CEO pay ratio, the estimated annualized total compensation of Mr. Guilmette for Fiscal 2024 was $8,238,604. This calculation is based on annualizing his base salary and eligible earnings for the 2024 VCP bonus based on employment commencement date of August 20, 2024. Based on reasonable estimates, the median annual total compensation of all employees of the company and its consolidated subsidiaries, excluding our CEO, was $61,834 for Fiscal 2024. Accordingly, for Fiscal 2024, 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 133 to 1. We identified our median employee based on all taxable wages earned in Fiscal 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. Pursuant to the SEC’s rules regarding pay ratio disclosure, in the event a company has multiple individuals serving as Chief Executive Officer during the applicable fiscal year, it is permissible to calculate the CEO pay ratio based on the annualized compensation of the individual serving as the Chief Executive Officer on the median employee identification date (December 31, 2024). As noted above, Mr. Guilmette was appointed our Chief Executive Officer effective August 20, 2024 and served in such capacity through December 31, 2024, the date on which we identified our median employee for purposes of calculating the CEO pay ratio for 2024. As such, for purposes of the CEO pay ratio calculation, given that Mr. Guilmette did not commence employment until August 20, 2024, we annualized certain elements of his compensation, including base salary and the value of his annual incentive award.

  110. 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, 2024, 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, Ms. Rooney and Mr. Rogers separated from the Company effective July 12, 2024 and July 11, 2024, respectively, and their respective severance arrangements are described above under “Separation Arrangements”. In addition, the amounts shown in the “Termination by the Company without Cause, or by Executive for Good Reason” table below for Messrs. Goff, Tulsiani, and Scholl represent actual payments and benefits for each in connection with their separation from the Company on January 31, 2025, February 14, 2025, and February 20, 2025, respectively.

  111. Potential Payments Upon a Termination or Change in Control

    | TERMINATION BY THE COMPANY WITHOUT CAUSE, OR BY EXECUTIVE WITH GOOD REASON | DAVID D. GUILMETTE | JEREMY J. HEATON | MARTIN T. FELLI | GREGORY R. GOFF | DINESH V. TULSIANI | STEPHAN D. SCHOLL | | Severance Payments(1) | $1,099,338 | $525,000 | $450,000 | $525,000 | $450,000 | $3,556,800 | | Health Plan Continuation(2) | $14,605 | $18,697 | $17,709 | $20,288 | $20,288 | $18,697 | | Outplacement Benefits(3) | $— | $50,000 | $50,000 | $50,000 | $50,000 | $50,000 | | Time-vested RSU Acceleration | $3,288,467 | $— | $— | $432,636 | $389,239 | $— | | Performance-vested RSU Acceleration | $3,119,273 | $— | $— | $2,041,574 | $582,970 | $— | | TOTAL | $7,521,684 | $593,697 | $517,709 | $3,069,498 | $1,492,497 | $3,625,497 |

  112. Potential Payments Upon a Termination or Change in Control

    (1)Amounts reported reflect a cash severance payment which includes the following: •Mr. Guilmette—the sum of annual base salary ($870,000) and his actual annual cash incentive award for 2024 ($229,338); •Messrs. Heaton, Felli, Goff, and Tulsiani —one times annual base salary for each; •Mr. Scholl - two times the sum of his annual salary ($800,000) and his average 2022 and 2023 annual cash incentive award ($978,400). (2)Amounts reported reflect the cost of providing the executive officer with continued medical, dental and life insurance coverage as enrolled at the time of his or her termination for a period of twelve months assuming 2024 rates. (3)Amounts reported reflect the maximum potential costs of outplacement services for each executive assuming 2024 rates.

  113. Potential Payments Upon a Termination or Change in Control

    | CIC WITH TERMINATION | DAVID D. GUILMETTE | JEREMY J. HEATON | MARTIN T. FELLI | | Severance Payments(1) | $1,099,338 | $902,613 | $556,623 | | Health Plan Continuation(2) | $14,605 | $18,697 | $17,709 | | Outplacement Benefits(3) | $— | $50,000 | $50,000 | | Time-vested RSU Acceleration(4) | $3,288,467 | $1,906,681 | $1,272,325 | | Performance-vested RSU Acceleration(4) | $3,119,273 | $2,111,887 | $1,471,420 | | TOTAL | $7,521,684 | $4,989,878 | $3,368,078 |

  114. Potential Payments Upon a Termination or Change in Control

    (1)Amounts reported reflect a cash severance payment which includes the following: •Mr. Guilmette—the sum of his annual base salary ($870,000) and his actual annual cash incentive award for 2024 ($229,338); •Mr. Heaton—the sum of his annual base salary ($525,000) and his average 2022 and 2023 annual cash incentive award ($377,613); and •Mr. Felli—the sum of his annual base salary ($450,000) and his annual cash incentive award ($106,623). (2)Amounts reported reflect the cost of providing the executive officer with continued medical, dental and life insurance coverage as enrolled at the time of his or her termination for a period of twelve months assuming 2024 rates. (3)Amounts reported reflect the maximum potential costs of outplacement services for each executive assuming 2024 rates. (4)Amounts reported reflect accelerated vesting of all outstanding time-vested RSUs and performance-vested RSUs, with the performance-vested RSUs deemed achieved at 100% of target in the event the named executive officer experiences a termination of employment by the Company or any subsidiary without cause or by the named executive officer for good reason on or within the six months prior to, or within the 18 months following, a change in control.

  115. Potential Payments Upon a Termination or Change in Control

    | Proxy Statement and Meeting Overview | Board of Directors | Corporate Governance | Executive Compensation | Auditor Approvals | Say-On-Pay | Additional Information |

  116. 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, and 2024 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:

  117. 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) | | 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 | $92.58 | $78.95 | $(72) | $659 | | 2021 | | $55,485,844 | | $47,919,509 | $13,995,216 | $6,505,670 | $119.71 | $99.23 | $(73) | $621 |

  118. Pay Versus Performance

    (1)The following individuals are our other named executive officers for each fiscal year:

  119. Pay Versus Performance

    | Year | Current CEO | Former CEO | Non-CEO NEOs | | 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 | | 2023 | | Stephan D. Scholl | Katie J. Rooney, Gregory A. George, Martin T. Felli, Gregory R. Goff, Cesar Jelvez | | 2022 | | Stephan D. Scholl | Katie J. Rooney, Gregory R. Goff, Cesar Jelvez, Dinesh V. Tulsiani | | 2021 | | Stephan D. Scholl | Katie J. Rooney, Gregory R. Goff, Cesar Jelvez, Cathinka E. Wahlstrom, Colin F. Brennan |

  120. 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:

  121. Pay Versus Performance

    | | 2024 | | | | Adjustments | Mr. Guilmette | Mr. Scholl | Average non-CEO NEOs | | Subtract: Reported value under the “Stock Awards” columns in the Summary Compensation Table for applicable FY | $(6,673,339) | $(11,699,984) | $(2,095,826) | | Add: Fair value of unvested awards granted during applicable FY end | $6,407,740 | $9,292,986 | $1,674,126 | | Add: Fair value of awards granted during applicable FY that vested during applicable FY, determined as of Vesting Date | $— | $61,513 | $13,828 | | Add/Subtract: Change in fair value of outstanding and unvested awards | $— | $(2,944,323) | $(692,722) | | Add/Subtract: Change in fair value of awards granted during prior FY that vested during applicable FY | $— | $(1,798,675) | $667,812 | | Subtract: Fair value of awards that failed to meet vesting conditions during applicable FY, determined as of end of prior FY | $— | $0 | $(768,479) | | TOTAL ADJUSTMENTS | $(265,599) | $(7,088,483) | $(1,201,261) |

  122. Pay Versus Performance

    (3)TSR in fiscal year 2021 is cumulative for the measurement period beginning on July 6, 2021, our first day of trading following the Business Combination, and ending on December 31, 2021. TSR in fiscal years 2022, 2023 and 2024 covers the period beginning January 1 and ending December 31 of each year. TSR values are calculated in accordance with Item 201(e) of Regulation S-K, assuming an initial investment of $100. The Russell 2000 Index is the index we use in our Annual Report pursuant to Item 201(e) of Regulation S-K, reflecting our belief that we cannot reasonably identify an industry index or specific peer group that would offer a meaningful comparison. (4)“Adjusted EBITDA” is defined as earnings before interest, taxes, depreciation, and intangible amortization adjusted for the impact of certain non-cash and other items that we do not consider in the evaluation of ongoing operational performance. Appendix B to this Proxy Statement includes a reconciliation of such non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with GAAP. The Company selected Adjusted EBITDA as the most important financial measure it used to link Company performance to CAP to our PEO and Non-PEO NEOs in 2024. This performance measure may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years.

  123. Pay Versus Performance

    | Proxy Statement and Meeting Overview | Board of Directors | Corporate Governance | Executive Compensation | Auditor Approvals | Say-On-Pay | Additional Information |

  124. 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 2024: •Adjusted EBITDA; •Revenue; and, •BPaaS Revenue.

  125. Pay Versus Performance Tabular List

    | Proxy Statement and Meeting Overview | Board of Directors | Corporate Governance | Executive Compensation | Auditor Approvals | Say-On-Pay | Additional Information |