Ben Shaker
About Ben Shaker
Ben Shaker, 42, is Chief Markets Officer (CMO) at agilon health (AGL). He has served as CMO since September 2020, after joining agilon in January 2017 as Ohio Market President. He holds a B.A. from Youngstown State University and a master’s degree in Health Administration from The Ohio State University . Company performance metrics used to determine NEO pay heavily weight profitability and operating execution; in 2024 the formulaic annual incentive funded at 28.7% given an Adjusted EBITDA shortfall and weak medical margin, though the committee applied 50% funding for most NEOs to mitigate retention risk . In 2022 (a prior plan year shown for context), revenue exceeded target while Adjusted EBITDA was negative, resulting in an overall 87% payout for that year’s design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| agilon health | Chief Markets Officer | Sep 2020–present | Not disclosed |
| agilon health | Ohio Market President | Jan 2017–Sep 2020 | Not disclosed |
| Mount Carmel Health Partners (Trinity Health) | Vice President & Chief Operating Officer | Dec 2013–Jan 2017 | Not disclosed |
Fixed Compensation
- 2024 base salary: $425,000
- Target annual bonus: 75% of base salary (policy and employment agreement)
- 2024 actual bonus paid: $159,375 (50% of target under committee discretion for most NEOs)
- 2024 perquisites (disclosed examples): 401(k) contribution $13,800 and financial planning $4,596
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Design and Outcomes
| Metric | Weighting | Threshold | Target | Maximum | Actual | Notes |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 55% | $(15)M | $15M | $35M | $(154)M | Formulaic funding driver |
| Existing market membership (year-end) | 5% | 510,000 | 518,000 | 525,000 | 527,000 | Above max |
| New market membership | 10% | 22,000 | 37,000 | 57,000 | 35,000 | Below target |
| Experience: % Gaps Closed and PCP touchpoints | 10% | 27/46 pass | 32/46 pass | 40/46 pass | 29/46 pass | Below target |
| Quality: chronic condition reassessment & acknowledgement | 10% | 90% | 93% | 95% | 93% | At target |
| Team & culture | 10% | Discretionary | Discretionary | Discretionary | N/A | Discretionary |
| Medical margin modifier | ±15% | $435M (−15%) | $500M (0%) | $575M (+15%) | $205M (−15%) | Downward modifier |
| Overall AIP funding (pre-discretion) | — | — | 28.7% | — | 28.7% | Committee paid 50% for most NEOs to address retention risk |
Additional context from an earlier plan year shown in the proxy:
| Plan Year | Metric | Weighting | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|---|
| 2022 | Revenue ($M) | 50% | 9,637 | 10,708 | 13,920 | 13,072 | 174% |
| 2022 | Adjusted EBITDA ($M) | 50% | 245 | 306 | 367 | (136) | — |
| 2022 | Overall | — | — | — | — | — | 87% |
Long-Term Incentives (LTI) – 2024 Grants to Shaker
| Instrument | Grant Date | Shares/Units | Exercise Price | Vesting Schedule | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|
| Stock options | 4/15/2024 | 322,879 | $4.46 | Ratable over 4 years, service-based | 875,002 |
| RSUs | 4/15/2024 | 196,189 | — | Ratable over 4 years, service-based | 875,003 |
| PSUs (target) | 4/15/2024 | 196,189 | — | Performance-based on Revenue & Adjusted EBITDA; threshold/target/max; vesting contingent on achievement | 1,750,001 |
Options exercised and stock vested during 2024:
| Metric | Quantity | Value |
|---|---|---|
| Options exercised | — | — |
| Stock awards vested | 24,058 | $83,140 |
Equity Ownership & Alignment
Beneficial Ownership (as of March 31, 2025 unless noted)
| Holder | Beneficially Owned Shares | % of Outstanding |
|---|---|---|
| Benjamin Shaker | 1,034,105 | <1% |
Ownership breakdown details for Shaker:
- Includes 234,226 shares of common stock and 625,634 options exercisable within 60 days .
- Near-term vests scheduled: 32,205 options (4/14/2025), 80,719 options (4/15/2025), 12,274 RSUs (4/14/2025), and 49,047 RSUs (4/15/2025) .
Stock ownership guidelines and policies:
- Executive ownership guideline: 2x base salary for non-CEO executives; must hold 100% of net shares from awards until guideline met .
- Hedging and pledging of company stock are prohibited for employees, officers, and directors .
- Clawback policy adopted per SEC/NYSE rules for financial restatements (3-year lookback) .
Outstanding Equity Awards at FY-end 2024 (Selected Detail for Shaker)
| Award Type | Status | Quantity | Exercise Price | Expiration | Market/Payout Value (if disclosed) |
|---|---|---|---|---|---|
| Stock options | Exercisable | 257,306 | $1.00 | 12/30/2026 | — |
| Stock options | Exercisable | 301,851 | $3.79 | 2/9/2029 | — |
| Stock options | Exercisable | 34,695 | $23.00 | 4/14/2031 | — |
| Stock options | Unexercisable | 11,567 | $23.00 | 4/14/2031 | — |
| Stock options | Exercisable | 22,290 | $23.07 | 4/14/2032 | — |
| Stock options | Unexercisable | 22,290 | $23.07 | 4/14/2032 | — |
| Stock options | Exercisable | 9,492 | $28.46 | 4/14/2033 | — |
| Stock options | Unexercisable | 28,479 | $28.46 | 4/14/2033 | — |
| Stock options | Unexercisable | 322,879 | $4.46 | 4/15/2034 | — |
| RSUs (unvested) | Not vested | 3,398 | — | — | $6,456 |
| RSUs (unvested) | Not vested | 6,774 | — | — | $12,871 |
| RSUs (unvested) | Not vested | 16,471 | — | — | $31,295 |
| RSUs (unvested) | Not vested | 196,189 | — | — | $372,759 |
| PSUs (unearned) | Unearned | 43,922 | — | — | $83,452 |
| PSUs (unearned) | Unearned | 392,377 | — | — | $745,516 |
Employment Terms
- At-will; no fixed term .
- Base salary $425,000; AIP target 75% of base salary .
- Severance (termination without cause or resignation for good reason): cash equal to 24 months base salary plus 2x target annual incentive, payable over 24 months, subject to release of claims .
- Change-in-control (CIC): no single-trigger acceleration. If awards are not assumed/replaced in a CIC, they accelerate for cash out at deal price (less option strike). If assumed, double-trigger acceleration applies for terminations without cause/for good reason within 12 months post-CIC; PSUs vest at target in such case .
- Clawback policy per SEC/NYSE; hedging and pledging prohibited; stock ownership guideline 2x salary with 100% net share hold-until-met .
Multi-Year Compensation (Summary Compensation Table)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 400,000 | 625,012 | 625,012 | 279,000 | 28,200 | 1,957,224 |
| 2023 | 400,000 | 1,875,030 | 625,003 | — | 30,185 | 2,930,218 |
| 2024 | 425,000 | 2,625,004 | 875,002 | 159,375 | 18,396 | 4,102,777 |
Governance, Shareholder Feedback, and Signals
- Say-on-pay approval: 93.4% at 2024 annual meeting, indicating strong investor support for the executive pay program at that time .
- Program emphasizes profitability and operating execution (Adjusted EBITDA, membership growth, quality/experience) with a medical margin modifier added for 2024 to stress profitable growth .
- Committee cited retention risk when applying discretion to fund 2024 AIP at 50% of target for most NEOs despite 28.7% formulaic result; CEO remained at formulaic 28.7% .
Investment Implications
- Alignment and retention: Shaker’s pay mix is equity-heavy (2024 stock + options ≈ $3.5M of grant-date value), with multi-year vesting and meaningful unvested RSUs/PSUs and long-dated options — a structure that encourages retention and alignment but can create future selling windows around vest dates (notably April 14–15, 2025) for tax-liquidity or diversification . Hedging/pledging prohibitions and stock ownership guidelines strengthen alignment .
- Performance sensitivity: The AIP’s increased weighting to Adjusted EBITDA and a negative medical margin modifier in 2024 cut formulaic payouts to 28.7%, underscoring sensitivity to profitability; the committee’s discretionary uplift to 50% for most NEOs explicitly addressed retention risk after a zero payout in 2023, but indicates ongoing execution pressure on profitability metrics that directly influence cash incentive outcomes .
- Overhang and exercise dynamics: Shaker holds multiple option tranches with varied strikes ($1.00, $3.79, $23.00, $23.07, $28.46, $4.46) and expirations out to 2034, plus substantial PSUs tied to revenue and Adjusted EBITDA; realization depends on operational and share-price performance and may reinforce focus on profitability and growth .
- Shareholder support: Strong 2024 say-on-pay support (93.4%) provides a cushion for the compensation model, but continued underperformance on profitability (as in 2024) could pressure future payouts and investor sentiment if not reversed .