ALIGNMENT HEALTHCARE INC (ALHC)
Sector: Health Care
2026 Annual Meeting Analysis
ALHC · Meeting: June 4, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Three Class II Director Nominees
Ms. Bilney joined the board in January 2022 (within the 24-month exemption window from the TSR trigger), has strong consumer and healthcare industry experience including her prior role as Chief Consumer Officer at Humana, meets attendance requirements (96% board average in 2025), holds only one other public board seat (Cracker Barrel), and no independence, attendance, overboarding, or qualifications concerns exist.
Mr. Hodgson has served since 2014 and ALHC's 3-year price return of +308.5% outperforms the compensation peer group median 3-year TSR of +11.6% by approximately +297 percentage points, far exceeding the 65pp underperformance threshold required to trigger a No vote under the strong-positive TSR tier; no overboarding, attendance, or independence concerns were identified (he holds two public board seats, TriNet and Royalty Pharma).
Dr. Kosecoff has served since 2017 and benefits from the same strong TSR context as Mr. Hodgson — ALHC's exceptional 3-year outperformance of the peer group by nearly +297 percentage points means the TSR trigger does not apply; she holds one other public board seat (TriNet), and her deep Medicare Advantage expertise and compensation committee leadership are directly relevant to the company's business.
All three Class II nominees receive a FOR vote. ALHC's 3-year price return of +308.5% dramatically outperforms both the compensation peer group median (+11.6%) and the XLV sector ETF (+12.1%), meaning the TSR underperformance trigger does not come close to firing for any long-tenured director. Ms. Bilney, who joined in early 2022, also falls within or near the 24-month new-director exemption window. No overboarding, attendance, independence, or qualifications concerns were identified across the slate.
Say on Pay
✓ FORCEO
John Kao
Total Comp
$11,278,583
Prior Support
98.6%%
CEO John Kao's total compensation of $11.28 million is within a reasonable range for a healthcare CEO at a $4.3B market-cap company that delivered 46% revenue growth, turned near-breakeven on net income (from a $128M net loss in 2024), and grew membership 25% in 2025. The pay structure is strongly performance-oriented — approximately 91.9% of CEO pay is variable, with annual bonuses tied to measurable metrics (health plan membership, adjusted gross profit, adjusted EBITDA minus capital expenditures) that were achieved at maximum levels reflecting genuine business outperformance, and long-term equity split 50/50 between time-vested restricted stock awards and performance stock awards with a fiscal year 2027 measurement period. The prior Say on Pay vote received 98.6% support, a clawback policy is in place, and ALHC's 3-year total shareholder return of +308.5% dramatically outpaces both the peer group median and the XLV sector ETF, confirming that above-benchmark incentive pay is well-aligned with shareholder outcomes.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$2,452,000
Non-Audit Fees
$168,077
Non-audit fees (tax fees of $113,077 plus all other fees of $55,000, totaling $168,077) represent approximately 6.9% of audit fees of $2,452,000, well below the 50% threshold that would raise independence concerns; Deloitte is a Big 4 firm appropriate for a $4.3B market-cap company; auditor tenure was not disclosed in the filing so the tenure trigger cannot fire per policy; and no material financial restatements were identified.
Overall Assessment
The 2026 ALHC annual meeting presents a clean ballot with no significant governance concerns: all three director nominees receive a FOR vote supported by the company's exceptional 3-year stock performance that far exceeds the peer group and sector benchmarks, the auditor ratification passes easily with a non-audit fee ratio of under 7%, and Say on Pay earns a FOR vote given a strongly performance-linked pay structure, 91.9% variable CEO pay, and 98.6% prior-year shareholder support. No stockholder proposals appear on this year's ballot.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing