Christopher Joyce
About Christopher Joyce
Christopher J. Joyce is Alignment Healthcare’s Chief Legal & Administrative Officer, appointed in August 2023. He has over 27 years of experience as a chief legal officer and business development executive, previously serving as General Counsel at AdaptHealth (2018–2023) and InnovaCare (2011–2018). He holds a B.A. in Economics from SUNY Albany and a J.D. from the University of Chicago . Company performance context for 2024: revenue of $2,703.6M (+48.3% YoY), adjusted EBITDA of $1.3M, health plan membership ~189,100 (+58.6% YoY), MBR (adjusted gross) 88.8%, and 98% of members in 4+ Star plans .
| 2024 Company Performance (context) | Value |
|---|---|
| Revenue ($M) | 2,703.6 |
| Adjusted EBITDA ($M) | 1.3 |
| Health plan membership (year-end) | ~189,100 |
| Membership growth YoY | 58.6% |
| MBR (based on adjusted gross profit) | 88.8% |
| % members in 4+ Star plans | 98% |
| Year-end value of $100 invested (TSR proxy metric) | $64.99 (ALHC) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AdaptHealth Holdings | General Counsel | 2018–2023 | Senior legal leadership at a national patient-centered, healthcare-at-home company |
| InnovaCare, Inc. | General Counsel | 2011–2018 | Led legal function at managed care insurer with ~450k Medicare/Medicaid beneficiaries |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No additional public company directorships or external roles disclosed in proxy biography |
Fixed Compensation
| Component | 2024 Detail |
|---|---|
| Base salary | Not disclosed for Joyce (not a Named Executive Officer in 2024) |
| Target bonus % | Not disclosed for Joyce (NEO framework summarized below) |
The proxy’s detailed compensation tables cover NEOs (CEO, CFO, President, CMO, CHRO). Joyce is an executive officer but not an NEO in 2024, so individual salary/bonus specifics are not provided .
Performance Compensation
Company-wide program design for executives (context) and 2024 outcomes:
| Metric | Weight | Target (2024) | Actual | Corporate Funding/Payout |
|---|---|---|---|---|
| Health Plan Membership (as of Jan 1, 2025) | 30% | Target 186,000; Max 201,500 | 200% of target metric achieved | 141.7% corporate funding overall |
| Adjusted Gross Profit | 35% | Target $292.4–$297.4M; Max $312M | 133% of target metric achieved | 141.7% corporate funding overall |
| Adjusted EBITDA | 35% | Target $0–$5M; Max $20M | 100% of target metric achieved | 141.7% corporate funding overall |
| CMS Star Ratings Modifier | Modifier | -25% to +35% based on Stars | 4.0 Stars yields neutral modifier | Neutral if 4.0 Stars; 3.5 or lower forfeits holdback |
Additional program features:
- Annual cash incentives for executives: 75% based on corporate metrics; 25% on individual/departmental goals (other than CEO); 25% holdback adjusted by CMS Stars modifier (0% paid if 3.5 Stars or lower; +35% if 4.5–5.0 Stars) .
- Long-term incentives: 2024 grants split 50% RSUs (time-vested over 4 years) and 50% PSUs (3-year period; earned on 2026 Revenue and Adjusted EBITDA); 2025 grants: 50% PSUs (3-year), 50% RSUs (3-year ratable vesting) .
- Clawback: policy applies to cash incentives and equity if a financial restatement occurs, consistent with SEC/Nasdaq rules .
Note: The company reported the September 2023 PSU cycle (performance period 2024) earned at 116.8% of target; vesting 50% upon certification and 50% service-vests to Dec 31, 2025 .
Equity Ownership & Alignment
| Policy/Status | Detail |
|---|---|
| Ownership guidelines | Executive officers minimum holding = 2x base salary; CEO 6x; directors 5x retainer; 5-year compliance window |
| Compliance status noted in proxy | As of Dec 31, 2024, all NEOs and non-employee directors were in compliance (proxy does not state compliance for non-NEO executive officers individually) |
| Hedging / pledging | Insider Trading Policy prohibits pledging and margin purchases; permits long-term hedging (≥6 months) only with pre-clearance; anti-hedging/anti-pledging practices highlighted in governance |
| Clawback | Clawback policy maintained; applies to cash incentive and equity awards upon restatement (SEC/Nasdaq compliant) |
| Beneficial ownership | Proxy table lists directors and NEOs individually and “all directors and executive officers as a group”; Joyce is not individually tabulated (non-NEO) |
Employment Terms
| Topic | Detail |
|---|---|
| Current role | Chief Legal & Administrative Officer; officer signature on SEC filings (e.g., April 15, 2025 8-K) |
| Company employment start | August 2023 |
| Employment agreement | The proxy details specific employment agreements and severance for NEOs; no individual agreement for Joyce is disclosed |
| Equity plan treatment (if applicable to any awards held) | Under the 2021 Equity Incentive Plan: upon a termination without cause or resignation for good reason within 12 months post-change-in-control, outstanding unvested awards accelerate (double trigger). PSUs are deemed earned at least at target upon change-in-control (Board may set higher), with any earned PSUs accelerating on qualifying terminations post-CIC |
Compensation Structure Analysis
- Mix and at-risk pay: The program emphasizes variable pay and long-term equity (RSUs/PSUs), with PSUs moved to a 3-year horizon in 2024 to strengthen long-term alignment .
- Performance alignment: Annual incentives tied to membership growth, adjusted gross profit, and adjusted EBITDA; CMS Star Rating modifier directly links quality to pay .
- Governance features: Clawback, anti-pledging, stock ownership guidelines, independent consultant (FW Cook engaged in 2024), and annual risk assessment of plans .
Say‑on‑Pay & Benchmarking
- Say-on-Pay support: 86.7% approval at the 2024 meeting, up from 2023 .
- Compensation peer group: Reviewed in 2024; includes health care services/tech players such as AdaptHealth, agilon, Evolent, Oscar, Privia, Teladoc, etc. (revised to improve stability and alignment with advisory firm peer sets) .
Performance & Track Record
| Indicator | Note |
|---|---|
| Growth and quality | 2024 revenue +48.3% YoY; adjusted EBITDA positive; membership +58.6%; 98% in 4+ Star plans |
| TSR since IPO (proxy measure) | Year-end value of $100 invested = $64.99 in 2024 (vs. NASDAQ Healthcare Index $82.17) |
Risks, Policies, and Red Flags (as disclosed)
- Pledging/hedging: Pledging prohibited; hedging only with pre-clearance and 6+ month term .
- Clawback: In place per SEC/Nasdaq .
- Related party transactions: Disclosed board-related law firm engagement (not related to Joyce) and reviewed under policy .
- Insider transactions: No Joyce-specific Form 4 activity is disclosed in the proxy; individual reporting not provided for non-NEO executive officers in ownership tables .
Investment Implications
- Alignment: Joyce’s role centers on legal, administrative, risk, and governance—areas reinforced by formal anti-pledging, hedging controls, ownership guidelines, and an SEC/Nasdaq-compliant clawback, which collectively reduce misalignment and governance risk .
- Retention and selling pressure: Individual award/ownership details for Joyce are not disclosed (non-NEO), limiting read-through on near-term selling pressure; however, company RSU/PSU vesting structures (multi-year; PSUs on 3-year performance) generally support retention over time .
- Pay-for-performance: Company incentive architecture is explicitly tied to growth, profitability, and quality (Stars) and showed above-target corporate funding in 2024 (141.7%); sustained Stars and EBITDA improvement remain key for continued payout alignment amid historically negative TSR since IPO .
- Change-in-control economics: If Joyce holds awards under the 2021 Plan, the plan’s double-trigger acceleration and PSU at-least-target earnout at CIC can be value-protective; this should be considered in any M&A scenario’s management outcomes .