Karen McLoughlin
About Karen McLoughlin
Independent director at agilon health (AGL), age 60, director since 2021; designated as the board’s Audit Committee financial expert and currently serves as Chair of the Audit Committee, with additional service on the Compensation & Human Capital and Nominating & Governance Committees. Previously CFO of Cognizant Technology Solutions (2012–2020) and held finance roles at Spherion (1997–2003), Ryder (1994–1997), and Price Waterhouse (1988–1994). Education: B.A., Wellesley College; M.B.A., Columbia University. She also serves as a Senior Advisor to McKinsey & Co. (since 2022) and holds external board roles noted below .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cognizant Technology Solutions | Chief Financial Officer | 2012–2020 | Led finance at a large public company; relevant financial expertise |
| Spherion (now SFN Group) | Finance roles | 1997–2003 | Staffing solutions industry experience |
| Ryder Systems | Finance roles | 1994–1997 | Operational finance exposure |
| Price Waterhouse (now PwC) | Accounting roles | 1988–1994 | Foundational accounting experience |
External Roles
| Organization | Role | Since | Committees/Impact |
|---|---|---|---|
| Best Buy Co., Inc. | Director; Audit Committee member; Chair, Finance & Investment Policy Committee | n/a | Significant public board oversight; finance policy leadership |
| Nexthink | Director; Audit Committee member | 2024 | Audit oversight experience (company noted in proxy) |
| McKinsey & Co. | Senior Advisor | 2022 | Strategic advisory role |
Board Governance
- Classification and tenure: Class II director, term expiring at the 2026 Annual Meeting; board is classified into staggered three-year terms .
- Independence: Board determined McLoughlin independent under NYSE and Exchange Act rules .
- Committee assignments and chair roles (2024): Chair—Audit; Member—Compensation & Human Capital; Member—Nominating & Governance .
- Committee meeting cadence (2024): Audit (10), Compensation & Human Capital (6), Nominating & Governance (4), Compliance & Quality (4) .
- Attendance and engagement: Each director attended at least 75% of board and relevant committee meetings; board held 8 meetings in 2024 .
- Audit Committee financial expert designation: Board designated McLoughlin as “audit committee financial expert”; all Audit Committee members financially literate .
Fixed Compensation
| Metric | FY 2024 | Notes |
|---|---|---|
| Cash fees earned | $95,000 | Consistent with $70,000 annual cash retainer + $25,000 Audit Chair fee under director program adopted in April 2023 |
| Annual cash retainer (program) | $70,000 | Applies to non-employee directors (excl. CD&R-affiliated) |
| Committee chair fees (program) | Audit: $25,000; Comp: $15,000; Nominating: $10,000; Compliance: $15,000 | Program schedule for chair roles |
| Meeting fees | Not disclosed | No per-meeting fees disclosed in proxy |
Performance Compensation
| Metric | FY 2024 | Vesting / Terms |
|---|---|---|
| RSU grant (fair value) | $185,005 | RSUs vest on the first anniversary of grant date |
| RSUs held (as of 12/31/2024) | 32,119 | One-year vesting for annual grants |
| Option awards in 2024 | None | No options granted to directors in FY 2024 |
| Options outstanding (as of 12/31/2024) | 7,959 | Outstanding legacy options; no FY 2024 grant |
| Director equity program (structure) | Annual RSUs $185,000; initial option grant $185,000 (three-year ratable vest) | Starting in 2024, annual director equity awards made immediately after annual meeting |
Note: Director equity is time-based; no performance metrics (TSR/EBITDA/ESG) are tied to director grants. Executive performance metrics exist but are overseen—not received—by directors (e.g., revenue and adjusted EBITDA metrics used for NEO PSUs) .
Other Directorships & Interlocks
| Company | Relationship to AGL | Potential Interlock / Conflict |
|---|---|---|
| Best Buy Co., Inc. | External public board; no disclosed commercial relationship with AGL | None disclosed; audit and finance oversight experience seen as additive |
| Nexthink | External directorship (audit committee) | No related-party transactions disclosed; private tech company oversight |
Expertise & Qualifications
- Financial and accounting expertise; designated audit committee financial expert .
- Large-cap public company CFO experience (Cognizant 2012–2020), relevant to oversight of controls, audit, and capital allocation .
- Education: B.A., Wellesley; M.B.A., Columbia .
- Committee leadership across audit, compensation/human capital, and nominating/governance .
Equity Ownership
| Metric | As of Dec 31, 2024 | Detail |
|---|---|---|
| Total beneficial ownership (shares) | 81,125 | Less than 1% of shares outstanding |
| Common shares | 41,047 | Direct ownership |
| Options (exercisable/unexercisable not specified) | 7,959 | Outstanding options; exercisability detail not disclosed |
| RSUs (unvested) | 32,119 | Vest on May 29, 2025 per proxy footnote |
| Hedging/Pledging | Prohibited by policy | Alignment safeguard |
| Stock ownership guidelines | 5x annual board cash retainer (non-employee directors; excludes CD&R-affiliated) | Compliance status not disclosed |
Governance Assessment
- Independence and oversight strength: Independent director leading Audit Committee, designated financial expert; Audit Committee directly oversees external auditor and internal controls—supports investor confidence in financial reporting .
- Engagement: Board met 8 times in 2024; all directors ≥75% meeting attendance; Karen serves on three governance-critical committees (Audit Chair; Comp; Nominating), indicating high engagement .
- Compensation alignment: Director pay balanced with significant equity ($185,005 RSUs vs. $95,000 cash), plus strict hedging/pledging prohibitions and ownership guidelines (5x cash retainer), promoting alignment with shareholders .
- Conflicts/related-party exposure: Proxy discloses no related person transactions >$120,000 since 12/31/2023; committee consultant (Semler Brossy) assessed independent; no compensation committee interlocks reported .
- Board structure context: CD&R retains certain nomination rights and a chairman designation right per Stockholder Agreement; however, McLoughlin is independent and not CD&R-affiliated, limiting potential sponsor conflicts for her role .
RED FLAGS: None disclosed specific to McLoughlin. No pledging/hedging permitted; no related-party transactions reported; strong audit leadership. Monitoring item: Time commitments across AGL (Audit Chair + two committees) and Best Buy committee leadership may warrant ongoing attention for workload, though no attendance concerns are disclosed .