Denise Zamore
About Denise Zamore
Denise V. Zamore is Chief Legal Officer and Corporate Secretary at agilon health (AGL), with executive responsibility for legal, corporate governance, enterprise risk, compliance, regulatory affairs, policy/government affairs, and sustainability. She joined agilon effective August 1, 2022, after serving as Optum Deputy General Counsel and previously holding senior legal roles at UnitedHealthcare; she holds a JD from Columbia Law School and a BA in Government from Georgetown University . In July 2025 the Board created an Office of the Chairman; Ms. Zamore was appointed to this interim leadership group to drive execution amid a CEO transition . Context for performance-linked pay: agilon’s TSR fell to a value of $8.26 for a hypothetical $100 investment as of FY2024 and Adjusted EBITDA was -$154,215 thousand in 2024 (after -$95,001 thousand in 2023, +$4,251 thousand in 2022) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Optum (UnitedHealth Group) | Deputy General Counsel | — | Led legal support for physician groups and executives (strategy, M&A, regulatory oversight of risk-bearing entities, corporate practice of medicine, privacy, employment) . |
| UnitedHealthcare (UnitedHealth Group) | Senior legal leadership | — | Managed nationwide legal, regulatory and compliance matters across all lines of business (claims, contracts, Medicare/Medicaid, privacy, provider disputes) . |
| Federal judiciary | Law Clerk (two-year clerkship) | — | Federal appellate/trial clerkship; foundations in complex litigation . |
| Private practice (AmLaw firms) | Complex commercial litigator | — | Handled complex commercial disputes at large multinational firms . |
External Roles
| Organization | Role | Focus |
|---|---|---|
| Connecticut Bar Foundation | Board member | Equal access to justice . |
| Hartford Promise Scholars | Board member | High school and college success for Hartford students . |
| Association of Corporate Counsel, Connecticut Chapter | Board member | In-house counsel community and education . |
| American Arbitration Association – Healthcare Advisory and ICDR Councils | Council member | Alternative dispute resolution in healthcare . |
Fixed Compensation
- Not disclosed: Ms. Zamore is not a Named Executive Officer (NEO) in agilon’s 2025 Proxy; the Summary Compensation Table covers NEOs only .
Performance Compensation
AGL’s FY2024 annual incentive framework for executives (as disclosed for NEOs) emphasized profitability and operational KPIs; the company missed the Adjusted EBITDA threshold and applied a medical margin modifier, funding the pool at 28.7% of target before the committee used limited discretion to fund most non-CEO NEOs at 50% to mitigate retention risk .
| Metric (Weight) | Threshold | Target | Max | FY2024 Actual | Notes |
|---|---|---|---|---|---|
| Adjusted EBITDA (55%) | $(15)M | $15M | $35M | $(154)M | Below threshold; 0% for this component . |
| Existing market membership (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 & PCP touchpoints (10%) | 27/46 | 32/46 | 40/46 | 29/46 | Between threshold/target . |
| Quality – CCR/AR blended (10%) | 90% | 93% | 95% | 93% | At target . |
| Team & Culture (10%) | Disc. | Disc. | Disc. | N/A | Discretionary category not scored given pool decision . |
| Medical margin modifier (+/–15%) | $435M | $500M | $575M | $205M (–15%) | Reduced payout modifier to –15% . |
Committee outcome: 2024 plan would have funded at 28.7%; to mitigate retention risk after zero 2023 bonuses, most non-CEO NEOs were paid at 50% of target; the CEO received 28.7% (aligned to formula) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Common shares beneficially owned | 204,948 common shares (Direct) . |
| Stock options – 10/23/2032 | 18,983 options @ $21.41, expiring 10/23/2032 . |
| Stock options – 04/14/2033 | 11,392 options @ $28.46, expiring 04/14/2033 . |
| Stock options – 04/15/2034 | 115,314 options (Form 3 reports grant; exp. 04/15/2034) . |
| Shares outstanding (AGL) | 412,999,684 as of 4/4/2025 . |
| Approximate ownership % | ~0.05% (computed from 204,948 / 412,999,684; based on sources cited above) . |
| Hedging/pledging | Company prohibits hedging/monetization and pledging of AGL securities by employees/officers . |
| Clawback | SEC/NYSE-compliant executive compensation recovery policy for restatements . |
| Ownership guidelines | Executive officers must hold shares equal to 2x base salary until compliant; 100% of net shares from awards held until guideline met . |
| Insider trading filings | Initial Form 3 filed Mar 24, 2025 disclosing holdings/options . No Form 4 transactions were found in our search (AGL Form 4 list returned none) (ListDocuments). |
Notes:
- At 12/31/2024, AGL’s closing share price was $1.90, implying Ms. Zamore’s 2022/2023 option tranches (strikes $21.41 and $28.46) were deeply out-of-the-money; company-wide 2024 option grants priced at contemporaneous market levels (e.g., NEO grants on 4/15/2024 had $4.46 exercise price) were also out-of-the-money at year-end .
Employment Terms
| Term | Details |
|---|---|
| Start date | Appointed Chief Legal Officer and Corporate Secretary effective August 1, 2022 . |
| Current role scope | Leads legal, governance, enterprise risk, compliance, regulatory affairs; oversees policy/government affairs and sustainability . |
| 2025 leadership structure | Member, Office of the Chairman (interim leadership group: Executive Chairman plus key executives) . |
| Corporate Secretary | Signed 2025 Proxy as Chief Legal Officer & Corporate Secretary . |
| Contract, severance, CIC | No individual employment/severance/CIC terms disclosed for Ms. Zamore; AGL’s proxy discloses such terms only for NEOs –. |
| Insider policy | Insider trading policy governs officer transactions; policy filed as 10‑K exhibit . |
Performance & Track Record (Company context during tenure)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Adjusted EBITDA ($ thousands) | 4,251 | (95,001) | (154,215) |
| TSR – value of $100 investment (AGL) | $70.17 | $54.57 | $8.26 |
Additional 2025 context:
- On Aug 4, 2025 AGL withdrew full‑year 2025 guidance while announcing leadership changes; the next day, the stock fell ~51.5%, and a plaintiff firm announced a securities investigation (attorney advertising) .
Compensation Structure Analysis (alignment signals)
- Pay design and metrics: AGL’s 2024 plan weighted Adjusted EBITDA at 55% with modifiers for medical margin; company missed the EBITDA threshold and applied a negative margin modifier, producing 28.7% funding before limited discretion (strong downside sensitivity to profitability) .
- Equity mix and vesting: Standard executive awards are a mix of options, RSUs, and PSUs (50% PSUs; 25% RSUs; 25% options) with four-year ratable vesting for options/RSUs and three-year PSU performance cycles (Revenue and Adjusted EBITDA) –.
- Ownership discipline: Stock ownership guidelines (2x salary for executives), clawback policy, and prohibitions on hedging/pledging reinforce alignment and reduce risk of misaligned behaviors .
Investment Implications
- Alignment and selling pressure: Ms. Zamore’s equity exposure is primarily via common shares and multi‑year option tranches; given AGL’s $1.90 year-end 2024 price, legacy option strikes ($21.41/$28.46) and even 2024 grants were out‑of‑the‑money, limiting near‑term insider selling pressure and enhancing incentives for long‑term price recovery .
- Retention risk: The Compensation Committee’s decision to fund most non‑CEO 2024 bonuses at 50% vs. a 28.7% formula outcome signals awareness of retention risk after a zero‑bonus 2023; appointment to the Office of the Chairman suggests increased reliance on senior operators, including Ms. Zamore, during transition .
- Governance safeguards: Company-wide clawback, anti‑hedging/pledging, and stock ownership guidelines are positives for pay‑for‑performance and alignment .
- Macro/execution headwinds: Negative TSR and EBITDA trends in 2023–2024 and the 2025 guidance withdrawal elevate execution and legal/communications risk; as CLO/Corporate Secretary and a member of the interim leadership group, Ms. Zamore is central to regulatory, disclosure, and risk mitigation efforts .
References:
- Appointment/biography and responsibilities: agilon press release (Jun 28, 2022) and leadership page .
- Office of the Chairman: 8‑K and earnings materials (Aug 4, 2025) .
- 2025 Proxy (executive comp design, ownership policies, 2024 incentive outcomes, pay‑versus‑performance, shares outstanding): .
- Form 3 (beneficial ownership/options): .
- 2025 legal risk context (attorney advertising): .