Ron Williams
About Ron Williams
Ronald A. “Ron” Williams, age 75, is a co‑founder of agilon health and has served as non‑executive Chairman and director since 2017. He holds a B.A. from Roosevelt University and an M.S. from MIT Sloan. Previously, he was CEO (2006–2010) and Chairman (2010–2011) of Aetna. At agilon, 2021–2024 performance shows cumulative TSR (per $100 initial investment from IPO) declining from $117.39 (2021) to $8.26 (2024) and Adjusted EBITDA moving from $(38.6)mm (2021) to $(154.2)mm (2024). These trends frame the governance and incentive context for the Board he chairs.
AGL performance context (since IPO; calendar years)
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| TSR – $100 initial (as of YE) ($) | 117.39 | 70.17 | 54.57 | 8.26 |
| Adjusted EBITDA ($000s) | (38,619) | 4,251 | (95,001) | (154,215) |
Past Roles
| Organization | Role | Years | Strategic impact (as disclosed) |
|---|---|---|---|
| Aetna Inc. | Chief Executive Officer; Chairman | CEO 2006–2010; Chairman 2010–2011 | Experience leading a large healthcare company; governance and industry expertise cited for Board service |
| RW2 Enterprises | Chairman & CEO | 2011–present | Advises C‑suite executives (ongoing) |
| agilon health | Co‑founder; Director; Chairman | 2017–present | Board leadership since company’s growth/IPO era |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Warby Parker Inc. | Director; Audit Committee member | Current | Current board + audit committee service |
| The Boeing Company | Director | 2010–2024 | Former director |
| American Express Company | Director | 2007–2022 | Former director |
| Johnson & Johnson | Director | 2011–2022 | Former director |
| Envision Healthcare | Director | 2011–2017 | Former director |
| The Conference Board | Chairman | Current | Leadership role |
| Peterson Institute for International Economics | Chairman | Current | Leadership role |
Fixed Compensation
Non‑employee director compensation framework and Williams’ 2024 reported compensation.
| Component | Structure/Amount | Vesting/Notes |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $70,000 | Cash; paid for board service |
| Committee chair retainers | Audit $25,000; Comp & Human Capital $15,000; Nominating & Governance $10,000; Compliance & Quality $15,000 | Cash |
| Annual equity award | $185,000 in RSUs (one‑year vest) | RSUs vest after one year |
| Initial equity award (new directors) | $185,000 in options (3‑yr ratable) | Options, 3‑year ratable vest |
| 2024 – Ron Williams (reported) | Cash fees: $0; Stock awards: $185,005; Total: $185,005 | RSUs; one‑year vest |
Notes: CD&R‑affiliated directors (e.g., Sachdev) received no compensation from the company in 2024 .
Performance Compensation
As Board Chair and non‑employee director, Williams does not receive performance‑conditioned incentives; director equity is time‑vested RSUs. For context on pay‑for‑performance governance, the 2024 NEO annual incentive plan (AIP) metrics and outcomes were:
| Measure | Weight | Threshold | Target | Max | Actual | Outcome driver |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 55% | $(15)mm | $15mm | $35mm | $(154)mm | Below threshold |
| Existing market membership | 5% | 510k | 518k | 525k | 527k | Above max |
| New market membership | 10% | 22k | 37k | 57k | 35k | 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 (discretionary) | 10% | Discretionary | Discretionary | Discretionary | N/A (pool set) | Discretion applied |
| Medical margin modifier | ±15% | $435mm | $500mm | $575mm | $205mm (−15%) | −15% modifier |
Funding would have been 28.7% of target; to manage retention risk after a zero 2023 NEO bonus, the committee used negative/positive discretion resulting in most NEOs at 50% of target, with CEO at 28.7% (no adjustment) . This evidences willingness to use discretion when profitability lags.
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 3,596,533 shares beneficially owned; includes 3,564,414 common shares and 32,119 RSUs vesting 5/29/2025; <1% of outstanding |
| Outstanding shares basis | 412,999,684 shares outstanding as of 3/31/2025 |
| Director stock ownership guidelines | Non‑employee directors: 5x annual board cash retainer; executives and directors must hold 100% net shares until met |
| Hedging/pledging policy | Prohibits hedging/monetization and pledging of company securities by employees, officers, and directors |
Implications: Williams’ disclosed holdings are significant in absolute terms and company policy prohibits pledging/hedging, reducing misalignment/leverage risks .
Employment Terms
| Topic | Disclosure |
|---|---|
| Role | Non‑executive Chairman; co‑founder; Director since 2017 |
| Independence | The proxy lists independent directors; Williams is not listed among independents (non‑independent chair) |
| Board leadership structure | Non‑executive chair retained after CD&R fell below 25% (no longer requires CD&R designee as chair); board determined Williams should remain chair |
| CD&R Stockholder Agreement | CD&R retains board designation rights scaled to ownership; prior provision named a CD&R designee as chair ≥25%; now below 25%, Williams remains chair; CD&R retains rights consistent with current stake |
| Mandatory retirement policy | Board requested/approved extension for Williams beyond guideline age due to past/future contributions and co‑founder status |
| Board/committee participation | Williams is Chairman; committee rosters show no committee assignments for Williams |
| Meetings and attendance | Board met 8 times in 2024; all directors attended ≥75%; eight directors attended the 2024 annual meeting |
Board Governance (Director‑specific)
| Area | Details |
|---|---|
| Committees (2024) | Audit (Chair McLoughlin), Compensation & Human Capital (Chair McKenzie), Nominating & Governance (Chair Mansukani), Compliance & Quality (Chair Wulf) |
| Director compensation (2024 actuals) | Williams: $185,005 stock awards; $0 cash fees |
| Director compensation policy | $70,000 cash retainer; $185,000 annual RSU (1‑yr vest); initial option grant $185,000 (3‑yr); committee chair fees as above |
| Independence mix | Five directors designated independent (Battaglia, Mansukani, McKenzie, McLoughlin, Wulf); CEO (Sell), Chair (Williams), and Vice Chair (Sachdev, CD&R) are non‑independent |
| Say‑on‑pay result (context) | 93.4% approval at 2024 meeting; committee tilted AIP more to EBITDA and added medical margin modifier |
Compensation Structure Analysis (alignment signals)
- Director pay is largely fixed cash plus time‑vested RSUs, aligning with norms for board independence; there are no director PSUs or performance options, so alignment relies on share price exposure and ownership guidelines .
- The company’s executive incentives increased profitability emphasis (EBITDA weight and medical margin modifier), and the committee applied downward/no discretion on CEO in 2024 amid underperformance, supporting pay‑for‑performance responsiveness .
- Anti‑hedging/pledging policy is a positive alignment safeguard; Williams’ disclosed 3.6mm‑share beneficial stake increases exposure to long‑term equity outcomes .
Risk Indicators & Red Flags (as disclosed)
- Non‑independent Chair with private‑equity sponsor governance rights (CD&R Stockholder Agreement) merits monitoring of independence dynamics and potential dual‑role influence, although Williams is not an executive .
- Financial underperformance (negative Adjusted EBITDA in 2023–2024; TSR decline) elevates retention/engagement risk and could create incentive overhang; the committee’s use of discretion in 2024 sought to mitigate retention risk .
Investment Implications
- Alignment: High absolute share ownership by Williams, ownership guidelines, and anti‑pledging/hedging policy suggest strong alignment; however, director equity vests time‑based (not performance‑based), which is typical but less levered to metrics than PSUs .
- Governance: Non‑independent chair and ongoing CD&R rights require continued oversight of board independence and committee autonomy, particularly around strategy and CEO evaluation .
- Execution risk: Company performance metrics (TSR, Adjusted EBITDA) have deteriorated since 2021, and 2024 AIP outcomes reflect profitability challenges; the Board’s compensation adjustments and negative discretion indicate responsiveness, but sustained improvement is needed to support incentive credibility .