David Hodgson
About David Hodgson
David Hodgson (age 68) is an independent Class II director of Alignment Healthcare, serving since 2014 and currently chairs the Nominating, Corporate Governance & Compliance Committee (NCGCC) . He is Vice Chairman, Managing Director, and Partnership Committee member at General Atlantic, which has been ALHC’s Lead Sponsor since IPO; he holds an MBA from Stanford (1982) and a BA from Dartmouth (1978) . Hodgson also serves as Chair of TriNet Group, Inc. and as a director of Royalty Pharma plc, providing capital-markets and healthcare-industry expertise relevant to ALHC’s risk and governance oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alignment Healthcare, Inc. (ALHC) | Independent Director; Chair, NCGCC | Director since 2014; Class II term expires 2026 | Leads director nominations and governance; oversees ERM, compliance, ESG reporting |
| General Atlantic | Vice Chairman; Managing Director; Partnership Committee member | Joined GA in 1982; over 40 years of portfolio company development | Sponsor stewardship; nomination rights via Stockholders Agreement; alignment/influence on board composition |
| TriNet Group, Inc. | Chair of Board (public company) | Current | Board leadership; human capital/comp expertise; shared directorship with ALHC director Dr. Kosecoff (interlock) |
| Royalty Pharma plc | Director (public company) | Current | Pharma cash-flow and risk underwriting expertise |
External Roles
| Company | Role | Public/Private | Notes |
|---|---|---|---|
| TriNet Group, Inc. | Chair | Public | Chair role enhances governance credentials; shared board with ALHC director Dr. Kosecoff (interlock) |
| Royalty Pharma plc | Director | Public | Sector domain expertise in pharma royalties |
| General Atlantic | Vice Chairman & MD | Private investment firm | Lead Sponsor of ALHC; nomination rights under Stockholders Agreement |
Board Governance
- Committee assignments: Chair, NCGCC; not on Audit or Compensation .
- NCGCC remit: Oversees ERM; director nominations; committee composition; governance principles; compliance (CMS rules, fraud/abuse); ESG strategy and reporting; board/committee annual evaluations .
- Independence: ALHC board determined all non-employee directors, including Hodgson, are independent (except CEO Kao and Chair Konowiecki) even after considering affiliations with General Atlantic .
- Attendance: Directors attended ~93% of combined Board/Committee meetings in 2024; Hodgson met the ≥75% attendance expectation (exception noted was Dr. McClellan at 50%) .
- Lead Sponsor influence: General Atlantic has rights to designate up to four nominees based on ownership thresholds under the Amended & Restated Stockholders Agreement (31.0% as of April 7, 2025), elevating sponsor governance influence .
Fixed Compensation
| Component (2024) | Amount | Vesting/Payment | Notes |
|---|---|---|---|
| Cash fees | $20,000 | Quarterly in arrears | Matches NCGCC Chair cash retainer under policy ($20,000) |
| Equity retainer (RSUs) | $250,000 grant-date fair value | Vests on 1st anniversary of grant | 2024 non-employee director annual retainer set at $250,000; split cash/equity at director election (Hodgson elected equity-heavy) |
| Total 2024 director comp | $270,000 | — | Sum of cash plus equity grant |
| Policy change for 2025 | $290,000 aggregate annual retainer | Standard one-year vest for RSUs | Chair/committee retainers also increased (Audit Chair $30k; Audit members $15k; Comp Chair $25k; Comp members $10k; Lead Independent Director $40k 50/50 cash/RSU) |
Performance Compensation
| Element | Structure | Metrics | Detail |
|---|---|---|---|
| Director equity awards | Time-based RSUs | None (no performance metrics) | Standard retainer grants vest after one year; commencement RSUs vest annually over three years; directors may defer RSU receipt per policy elections |
| Outstanding director RSUs (12/31/2024) | 50,000 units | — | Hodgson held 50,000 unvested RSUs outstanding; no stock options |
Other Directorships & Interlocks
| Interlock | Parties | Relevance |
|---|---|---|
| TriNet Group, Inc. | Hodgson (Chair) and Dr. Jacqueline Kosecoff (Director) | Shared board may create information flow benefits; monitor for potential conflicts if ALHC engages TriNet services |
| General Atlantic representation on ALHC board | Hodgson and Robbert Vorhoff (GA Managing Director) | Dual GA-affiliated directors with sponsor nomination rights—heightened influence risk offset by board independence determinations and Lead Independent Director structure |
Expertise & Qualifications
- Private equity and capital markets: 40+ years at General Atlantic, portfolio company development, governance refresh, and strategic oversight .
- Health care domain: Service on Royalty Pharma board; exposure to healthcare financing models; oversight of compliance via NCGCC .
- Governance leadership: Chairing ALHC’s NCGCC, responsible for ERM, director nomination, compliance, ESG reporting; experience aligning boards and risk frameworks .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| David Hodgson | 135,716 | <1% (*) | Beneficial ownership includes shares and any awards vesting/exercisable within 60 days |
| RSUs outstanding (12/31/2024) | 50,000 | — | Unvested RSUs as of fiscal year-end |
| Ownership guidelines | 5x annual cash Board retainer ($500,000) for directors | Compliance status | As of 12/31/2024, all non-employee directors were in compliance |
| Hedging/pledging | Company policy prohibits pledging and short sales; long-term hedges require pre-clearance | — | Policy-based alignment safeguard |
Governance Assessment
-
Positives
- Independent director leading NCGCC, the locus of ERM, compliance, and ESG oversight—strong board-process signal for risk discipline .
- Equity-heavy director pay mix (Hodgson: $250k RSUs vs $20k cash), plus ownership guidelines compliance—credible alignment with shareholder value .
- Board attendance solid; Hodgson met the ≥75% threshold; overall combined attendance ~93% in 2024 .
- Anti-hedging/anti-pledging policy and clawback framework on incentive comp—shareholder-friendly governance controls .
-
Watch items / RED FLAGS
- Lead Sponsor influence: General Atlantic owns ~31% and holds nomination rights; Hodgson and Vorhoff are GA senior leaders—monitor for conflicts in transactions, strategy, or CEO evaluation processes .
- Board interlocks: Shared TriNet board with Dr. Kosecoff—track any ALHC–TriNet business dealings to ensure arm’s-length terms .
- Chairman independence: Board Chair (Konowiecki) is non-independent; Lead Independent Director structure offsets but elevates need for robust executive sessions and NCGCC rigor .
-
Implications for investors
- Hodgson’s long-tenured sponsor experience and NCGCC leadership strengthen governance and risk oversight, but sponsor representation on the board necessitates vigilant monitoring of potential related-party dynamics and nomination processes .
- Equity-centric director compensation and guideline compliance support alignment; absence of director performance metrics reduces pay-for-performance sensitivity at the director level, consistent with market norms .