Jeffrey Schwaneke
About Jeffrey Schwaneke
Jeffrey A. Schwaneke, age 49, is Chief Financial Officer of agilon health, having assumed the role in July 2024 after serving as a director from 2022 to 2024. He holds a B.S. in Accounting from the University of Missouri and is a CPA (inactive), with 27+ years of finance and operational experience including Centene Corporation CFO/Treasurer (2016–2021) and EVP, Health Care Enterprises (2021) . AGL’s long-term incentives for executives emphasize revenue and Adjusted EBITDA performance; the 2022 PSU cycle achieved revenue of $13,072M and a 2022 Adjusted EBITDA loss of $136M, yielding an 87% PSU payout, evidencing performance-tied outcomes . The company’s 2024 say‑on‑pay received 93.4% support, reinforcing shareholder endorsement of the compensation framework .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Centene Corporation | EVP, Health Care Enterprises | Jun–Sep 2021 | Led enterprise initiatives at Fortune 50 managed care company |
| Centene Corporation | EVP, CFO & Treasurer | 2016–2021 | Oversaw finance, capital allocation, and investor-facing functions |
| Centene Corporation | SVP, Corporate Controller & Chief Accounting Officer | 2008–2016 | Built finance controls and reporting infrastructure |
| Novelis, Inc. | Assistant Controller; Chief Accounting Officer | 2006–2008 | Senior accounting leadership at rolled aluminum manufacturer |
| SPX Corporation | Senior finance/accounting roles | — | Pre-Novelis finance leadership roles (details not disclosed) |
| PricewaterhouseCoopers | Senior finance/accounting roles | — | Early-career professional services experience (details not disclosed) |
External Roles
| Organization | Role | Years |
|---|---|---|
| agilon health, inc. | Director | 2022–2024 |
Fixed Compensation
| Component | Amount/Detail | Period |
|---|---|---|
| Annual base salary | $625,000 | Set by employment agreement (effective 2024) |
| Target bonus % of base | 75% | Under employment agreement |
| 2024 base salary paid (prorated) | $315,068 | Reflects mid‑year start |
| 2024 non‑equity incentive (incl. $300k sign‑on bonus) | $417,828 | As disclosed in SCT and footnote |
| Sign‑on cash bonus | $300,000 | Lump sum 30–45 days after start |
Performance Compensation
| Metric / Award | Weighting | Target / Terms | Actual / Status | Payout Mechanics | Vesting |
|---|---|---|---|---|---|
| Annual PSUs (2024 grant design) | 50% Revenue; 50% Adjusted EBITDA | Predetermined company goals for 2024–2026 cycle | — | 50%–200% payout range per metric | Cliff at end of 3‑year performance period, employment‑based |
| New‑hire PSUs (price-based) | — | Stock price target $12.14 (40 consecutive trading day simple average) | — | If achieved ≤18 months, 100% vests at 18 months; if >18 months but ≤3 years, 100% vests at attainment | Service‑based until attainment within 3 years |
| PSU plan (2022 cycle outcome) | 50% Revenue; 50% 2022 Adjusted EBITDA | Threshold/Target/Max set by committee | Revenue $13,072M; 2022 AEBITDA −$136M | 174% rev; 0% AEBITDA → 87% overall payout | End of 2022–2024 cycle (example outcome disclosed) |
| Annual cash incentive plan (2024 design) | — | Adjusted EBITDA; Operational; Individual goals | — | Paid based on pre-set goals | Annual payout; 2024 included $417,828 for Schwaneke |
Equity Grants & Vesting Schedule (Granted July 1, 2024)
| Award Type | Shares/Units | Exercise/Base | Grant-Date Fair Value | Vesting Schedule |
|---|---|---|---|---|
| Stock options (annual 2024) | 239,072 | $6.07/sh | $875,004 | 25% per year over 4 years, starting 1st anniversary |
| PSUs (annual 2024) | Target 131,976 | — | $801,094 | 3‑year performance cycle (Rev/AEBITDA, 50/50) |
| RSUs (new‑hire) | 377,074 | — | $2,288,839 | Pro rata over 3 years (equal annual tranches) |
| PSUs (new‑hire, price-based) | 150,830 | — | $568,629 | Vests on $12.14 average price hurdle within 3 years (18‑month rule applies) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 35,157 shares; less than 1% of shares outstanding (2024 proxy table) |
| Stock ownership guidelines | Executive officers: 2x annual base salary; 100% of net shares from awards must be held until guideline met |
| Hedging/pledging policy | Prohibits hedging and pledging of AGL securities for employees, officers, directors |
| Compliance timeline (prior disclosure) | Executives have five years to achieve guideline (earlier policy disclosure) |
Employment Terms
| Term | Provision |
|---|---|
| Start date; role | CFO effective July 1, 2024 |
| Employment agreement term | No fixed term; terminable at any time by either party |
| Base salary; target bonus | $625,000 base; 75% target bonus |
| Equity on hire | RSUs $2.5M (3‑year pro rata); PSUs $1.0M (100% stock price appreciation hurdle, CIC can cut performance period short); Annual 2024 equity $3.5M (50% PSUs, 25% RSUs, 25% options) |
| Annual equity 2025 (eligibility) | If employed at 2025 grant, eligible for $3.5M aggregate award, consistent with executive program |
| Cash sign‑on | $300,000 lump sum |
| Severance (special window) | If terminated without cause on or before Dec 31, 2025: cash equal to 12 months base salary + target bonus; continued vesting of 2024 equity awards (PSUs remain subject to performance); subject to release of claims |
| Restrictive covenants | Severance conditioned on compliance with applicable restrictive covenants; release of claims; details not fully disclosed for CFO |
| Clawback policy | Recovery of incentive comp tied to financial metrics for 3 prior fiscal years upon required restatement, subject to exceptions |
| Change‑in‑control (CIC) mechanics | New‑hire PSUs performance period may be cut short upon CIC; vesting terms otherwise per plan disclosures |
Compensation Mix (2024 Actuals)
| Component | Amount ($) |
|---|---|
| Salary | 315,068 |
| Stock awards (RSUs/PSUs) | 5,260,751 |
| Option awards | 875,004 |
| Non‑equity incentive (incl. $300k sign‑on) | 417,828 |
| All other compensation | 267,471 (includes $11,700 401(k); $70,746 cash board fees; $185,005 board RSUs) |
| Total | 7,136,122 |
Say‑on‑Pay & Governance Policies
- Say‑on‑pay approval: 93.4% at May 2024 meeting .
- Equity grant practices: Annual grants in March; no timing around MNPI; discretion for new hires/promotions .
- CD&R stockholder agreement influences board nomination rights; not directly related to CFO compensation alignment .
Investment Implications
- Compensation alignment: Significant at‑risk equity with 50/50 revenue and Adjusted EBITDA PSUs, plus price‑based PSUs tied to a $12.14 hurdle, tightly linking compensation to growth, profitability, and stock performance .
- Retention dynamics: Special severance window through 12/31/2025 provides salary+target bonus and continued vesting of 2024 awards if terminated without cause, moderating near‑term retention risk while preserving performance conditions on PSUs .
- Insider selling pressure: RSUs and options vest in annual tranches starting July 2025; price‑based PSUs could vest upon sustained average price ≥$12.14, creating potential event‑driven supply but with strong performance gates .
- Alignment safeguards: Strict no‑hedging/pledging and 2x‑salary ownership guideline with 100% hold requirement until met reduce misalignment risk; current direct ownership is modest (<1%) but unvested equity is large and performance‑conditioned .