Andreas Wagner
About Andreas Wagner
Andreas Wagner, 55, is Chief Human Resources Officer at Alignment Healthcare (ALHC), having joined on January 8, 2024. He previously served as CHRO at Aerojet Rocketdyne and held senior HR roles at TE Connectivity and Bombardier Transportation; he holds a master’s degree in Sport Science from the University of Munich, Germany . In 2024, ALHC delivered 48.3% revenue growth to $2.704B with positive adjusted EBITDA of $1.3M and 58.6% membership growth to ~189,100, metrics that inform executive incentive design around revenue, adjusted gross profit, adjusted EBITDA, membership, and Star Ratings . Company TSR (value of $100 invested on 3/26/2021) ended 2024 at $64.99 versus $49.74 in 2023, providing context for long‑term equity alignment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Aerojet Rocketdyne | Chief Human Resources Officer | 2020–2023 | Led HR for a technology-based engineering and manufacturing company |
| TE Connectivity | Vice President of Human Resources | 2014–2019 | Senior HR leadership at electrical/electronics manufacturer |
| TE Connectivity | Director of Human Resources | 2012–2014 | Global HR leadership roles |
| Bombardier Transportation | Director of Human Resources | 2004–2012 | HR leadership in aviation/aerospace component manufacturing |
External Roles
- Not disclosed for Mr. Wagner in the proxy .
Fixed Compensation
| Item | 2024 | Notes |
|---|---|---|
| Base salary rate | $450,000 | Initial 2024 rate as CHRO |
| Target bonus % | 85% of base salary | Under Annual Incentive Plan (AIP) |
| AIP “earned” amount (subject to holdback/modifier) | $519,119 (135% of target) | 75% paid Mar-2025; 25% held back to Q4‑2025 pending Star Ratings modifier |
| Non‑equity incentive actually paid (2025 for 2024 performance) | $389,339 | Cash paid in March 2025 (75% of “earned”) |
| Retirement and benefits | 401(k) match: 100% of deferrals up to 4% of pay; medical/dental/life/LTD; limited perqs (internet stipend); no defined benefit pension; no nonqualified deferred comp | |
| Clawback | Clawback policy consistent with SEC and Nasdaq requirements | |
| Tax gross‑ups | None, other than certain relocation expenses |
Performance Compensation
2024 Annual Incentive Plan (AIP) – Metrics, Weights, Results, and Payout
| Metric | Weight | Threshold | Target | Maximum | Actual result | Payout factor |
|---|---|---|---|---|---|---|
| Health plan membership (as of Jan 1, 2025) | 30% | 178,250 | 186,000 | 201,500 | Above target; funded at 200% of target | 200% |
| Adjusted gross profit | 35% | $282.4M | $292.4M–$297.4M | $312.0M | Between target and max; funded at 133% | 133% |
| Adjusted EBITDA | 35% | ($10.0M) | $0.0M–$5.0M | $20.0M | At target; funded at 100% | 100% |
| Corporate weighted outcome | — | — | — | — | — | 141.7% |
| Individual modifier (Wagner) | Weight | Result |
|---|---|---|
| Individual/departmental goals | 25% of AIP (non‑CEO NEOs) | 115% (Wagner) |
| Total “earned” payout | Percent of target | Dollar amount |
|---|---|---|
| Wagner AIP earned (before holdback) | 135.0% | $519,119 |
| AIP payout schedule | — | 75% paid Mar‑2025; 25% paid/forfeited in Q4‑2025 per Star Ratings (3.5≤ no; 4.0=flat; 4.5/5.0=+35%) |
Long‑Term Equity – 2024 Awards and Design
| Grant | Grant date | Instrument | Target/units | Grant date fair value | Vesting |
|---|---|---|---|---|---|
| Sign‑on equity | 2/7/2024 | RSU | 155,763 | $1,000,000 | 25% on each of 2/7/2025, 2026, 2027, 2028 |
| Annual equity | 3/13/2024 | RSU | 60,000 | $300,000 | 25% on each of 3/13/2025, 2026, 2027, 2028 |
| Annual equity | 3/13/2024 | PSU | 60,000 target | $300,000 | Earned on fiscal 2026 Revenue and Adjusted EBITDA; vest on/around 2/28/2027, 0–200% of target |
- PSU performance metrics: Revenue and Adjusted EBITDA, measured over FY2026; payout 0–200% of target shares; performance targets not numerically disclosed in the proxy .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of 4/7/2025) | 35,846 shares; shares outstanding 197,681,510 (beneficial ownership table) |
| Unvested outstanding awards at 12/31/2024 | RSUs: 155,763 (sign‑on) + 60,000 (annual); PSUs: 60,000 target; aggregate grant‑date schedules per above |
| Market value of unvested awards (12/31/2024 at $11.25) | RSU 155,763: $1,752,334; RSU 60,000: $675,000; PSU 60,000 (at target): $675,000 |
| Upcoming vesting cadence (supply overhang) | ~38,941 RSUs vest each 2/7/2025–2028 (sign‑on); ~15,000 RSUs vest each 3/13/2025–2028 (annual); PSUs cliff vesting expected ~2/28/2027 subject to FY2026 performance |
| Ownership guidelines | Executives: 2x base salary within 5 years; all NEOs were in compliance as of 12/31/2024 |
| Hedging/pledging | Anti‑pledging policy; short‑sales and options prohibited; limited, pre‑cleared long‑term hedges permitted |
Implication: Regular February and March RSU vests create predictable, periodic Form 4 activity (often with sell‑to‑cover tax withholding), which can introduce short‑term technical selling pressure near those dates .
Employment Terms
| Topic | Term |
|---|---|
| Start date / role | January 8, 2024; Chief Human Resources Officer |
| Agreement term | Initial 1‑year term, auto‑renews for 1‑year periods unless non‑renewal notice 90 days prior |
| AIP targets | Target bonus 85% of base salary (non‑CEO NEO standard) |
| Restrictive covenants | Non‑compete during employment; non‑solicit of employees/customers during employment and 1 year post‑termination; perpetual confidentiality and non‑disparagement |
| Severance (qualifying termination; no CIC) | Cash = 1x (base salary + target bonus) = $888,000; prorated AIP for year of termination; up to 12 months COBRA premium share = $23,577; totals per proxy example $1,319,577 |
| Change‑in‑control (CIC) treatment | RSUs/options generally double‑trigger (CIC + qualifying termination) accelerate; PSUs deemed earned at least at target on CIC based on performance through CIC (Board may set at max), with vest contingent on service or accelerate on qualifying termination post‑CIC |
| CIC + qualifying termination example (Wagner) | Cash $888,000; AIP $408,000; equity acceleration valued $3,102,334; COBRA $23,577; total $4,421,911 (12/31/2024 price assumption) |
| Clawback | Applies to cash incentives and equity upon restatement; SEC/Nasdaq‑compliant |
Compensation Structure Analysis
- Mix and risk: Variable pay dominates via AIP and LTI; 2024 shift to three‑year PSUs (revenue and adjusted EBITDA) increases long‑term performance alignment and reduces short‑term risk‑taking versus prior one‑year PSU design .
- AIP quality modifier: 25% AIP holdback tied to CMS Star Ratings (−25% to +35%), directly linking cash bonuses to quality outcomes and plan ratings .
- Governance: Anti‑hedging/pledging, ownership guidelines, and clawback are in place; no options below FMV; no tax gross‑ups other than certain relocation .
- Peer benchmarking: Committee seeks market‑median positioning; uses independent consultant (FW Cook engaged May 2024) and updated healthcare services peer set for 2025 .
- Say‑on‑pay: 2024 support at ~86.7%, indicating improved shareholder acceptance of the program .
Investment Implications
- Alignment and retention: Multi‑year RSU/PSU stack (sign‑on plus annual) with staggered 2/7 and 3/13 vests and a FY2026 PSU performance bridge creates tangible retention hooks and long‑term alignment; anti‑pledging/ownership rules reinforce “skin in the game” .
- Performance linkage: Cash and equity incentives are tied to membership growth, adjusted gross profit, adjusted EBITDA, and revenue—metrics that management improved in 2024 (48.3% revenue growth; positive adjusted EBITDA), with a quality overlay via Star Ratings .
- Event risk economics: In a CIC+termination, Wagner’s cash severance equals 1x salary+bonus with full RSU acceleration and PSUs deemed earned at least at target (Board discretion up to max), yielding $4.42M illustrative value at 12/31/2024 prices—an incentive to remain constructive in strategic alternatives while avoiding single‑trigger windfalls on RSUs/options .
- Technical flow: Predictable sell‑to‑cover around February and March vest dates could create near‑term supply pockets; monitor Form 4s and blackout windows near 2/7 and 3/13 each year .
- Governance quality: Strong policy stack (clawback, anti‑pledging, ownership, independent consultant) and improved say‑on‑pay support (86.7%) lower governance risk; limited perquisites and no routine tax gross‑ups are shareholder‑friendly .