Diana McKenzie
About Diana McKenzie
Diana L. McKenzie, age 60, has served as an independent director of agilon health (AGL) since 2023. She is owner and consultant at DLM Horizons (since 2020), advisor to BrightInsight (since 2020), and senior advisor to Brighton Park Capital (since 2019); previously Workday’s first CIO (2016–2019), held multiple technology leadership roles including CIO at Amgen (2004–2016), and earlier technology roles at Eli Lilly (1987–2004). McKenzie holds a B.S. from Purdue University and currently serves on public company boards including MetLife (Audit, Compensation, and Finance & Risk committees) and Vertex Pharmaceuticals, and as a director at Paradox; she previously served on Change Healthcare’s board (2019–2022) . The board has determined she is independent under NYSE and Exchange Act rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Workday, Inc. | Chief Information Officer (first CIO) | 2016–2019 | Led enterprise cloud applications; technology leadership |
| Amgen, Inc. | Technology leadership roles, including CIO | 2004–2016 | Scaled and transformed global life sciences operations |
| Eli Lilly and Company | Technology leadership roles | 1987–2004 | Pharmaceutical IT leadership |
| DLM Horizons, LLC | Owner and consultant | Since 2020 | Advisory and consulting leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MetLife, Inc. | Director | Current | Member: Audit, Compensation, Finance & Risk committees |
| Vertex Pharmaceuticals Incorporated | Director | Current | Board service; healthcare expertise |
| Paradox | Director | Current | Board service |
| Brighton Park Capital | Senior Advisor | Since 2019 | Investment firm advisor; software/tech-enabled services |
| Red Cell Partners | Special Advisor | Current | Advisory role |
| Change Healthcare Inc. | Director | 2019–2022 | Prior public company board service |
Board Governance
- Committee assignments: Audit Committee member; Chair, Compensation and Human Capital Committee .
- Independence: Board determined McKenzie is independent under NYSE and Exchange Act rules .
- Attendance and engagement: Board met eight times in 2024; each director attended at least 75% of board and committee meetings of which they were a member; eight directors attended the 2024 annual meeting .
- Committee cadence: 2024 meetings—Audit (10), Compensation and Human Capital (6), Nominating & Governance (4), Compliance & Quality (4) .
- Compensation governance: As Chair, she leads a fully independent committee that engages Semler Brossy as its independent consultant; the committee assessed consultant independence and found no conflicts .
Fixed Compensation
| Component | McKenzie 2024 Amount | Program Terms |
|---|---|---|
| Annual Cash Retainer | $77,500 | $70,000 annual cash retainer; chair fees: Audit $25,000, Compensation $15,000, Nominating $10,000, Compliance & Quality $15,000 |
| Equity – Annual RSU | $185,005 grant-date fair value | $185,000 RSU grant; one-year vest; awards to directors made immediately following annual meeting starting 2024 |
| Initial Equity (for new appointments) | — | $185,000 option grant; three-year ratable vest (program term) |
| Meeting Fees | Not disclosed | Not specified in program; compensation structured via retainers and equity |
As of December 31, 2024, McKenzie held 32,119 RSUs that vest on the first anniversary of grant (vesting date in 2025) . Directors received no option grants in 2024 .
Performance Compensation
| Vehicle | Grant/Status | Vesting Schedule | Performance Metrics |
|---|---|---|---|
| RSUs | 32,119 RSUs outstanding as of 12/31/2024 | RSUs vest on first anniversary of grant date; McKenzie’s RSUs vest on May 29, 2025 | None—time-based RSUs for directors; no performance metrics disclosed for director equity |
| Stock Options | 11,104 options outstanding as of 12/31/2024 | Prior initial director option award vests ratably over three years per program terms | Not performance-based; options value contingent on share price appreciation |
The Compensation and Human Capital Committee uses performance metrics for executives (not directors), with annual LTI mix and PSU frameworks described in the proxy; RSUs for directors are time-based and not tied to EBITDA/Revenue targets .
Other Directorships & Interlocks
| Company | Sector | Role/Committees | Potential Interlock/Conflict Noted |
|---|---|---|---|
| MetLife, Inc. | Insurance | Director; Audit, Compensation, Finance & Risk committees | None disclosed in AGL proxy |
| Vertex Pharmaceuticals | Biopharma | Director | None disclosed in AGL proxy |
| Paradox | Technology | Director | None disclosed in AGL proxy |
| Change Healthcare (prior) | Health IT | Director (2019–2022) | Historical; no current AGL interlock disclosed |
Expertise & Qualifications
- Technology and cybersecurity: Board skills matrix designates McKenzie for Technology/Business Processes and Cybersecurity/IT .
- Healthcare experience: Identified for healthcare industry experience .
- Governance, risk, and compensation: Noted for corporate governance, regulatory/government relations, and compensation/human resources .
- Executive leadership: 30+ years leading and transforming global life sciences and software organizations with revenues from $3B to $20B .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Percent of Shares | Breakdown |
|---|---|---|---|
| Diana McKenzie | 66,147 | <1% | Includes: 26,700 common shares; 7,328 shares exercisable via options; 32,119 RSUs vesting May 29, 2025 |
- Ownership guidelines: Non-employee directors must hold shares equal to 5x annual board cash retainer (excludes CD&R-affiliated directors) .
- Hedging/pledging: Company policy prohibits hedging/monetization transactions and pledging of AGL stock by directors .
- Compliance status: Not disclosed in proxy .
Governance Assessment
- Strengths: Independent director with deep technology, cybersecurity, and healthcare expertise; chairs a fully independent Compensation and Human Capital Committee that employs an independent consultant with confirmed independence; active on Audit Committee—enhancing pay governance and financial oversight .
- Engagement: Board met eight times in 2024, and each director met the ≥75% attendance threshold; Compensation Committee met six times, indicating meaningful cadence under her chairship .
- Alignment: Director pay uses a mix of cash retainer and one-year RSUs; stock ownership guidelines and anti-hedging/pledging policies support alignment with shareholders .
- Potential conflicts: Concurrent service on MetLife and Vertex boards could create industry adjacency, but the AGL proxy does not disclose related-party transactions involving McKenzie; board independence affirmed .
- RED FLAGS: None disclosed for McKenzie—no hedging/pledging permitted; no director option grants in 2024; independence confirmed; attendance threshold met .