Dawn Maroney
About Dawn Maroney
Dawn Maroney (age 57) is President of Alignment Healthcare (ALHC) as of January 2025, after serving as President, Markets from 2014 to 2025; she previously held senior Medicare Advantage leadership roles at Blue Shield of California (Care1st), CareMore Health Plan, Secure Horizons, and HealthNet . ALHC’s 2024 annual incentive plan (AIP) funded at 141.7% of target on corporate metrics, and her individual result was 155%, yielding a 145% payout of her target; a 25% holdback is subject to a CMS Star Ratings modifier in 4Q25 . The compensation program emphasizes adjusted EBITDA, adjusted gross profit, revenue and membership growth (with adjusted EBITDA identified as the “most important” measure), and includes long-term PSUs tied to revenue and adjusted EBITDA with a 3-year horizon .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Alignment Healthcare | President; previously President, Markets | 2014–present (President since Jan 2025) | Led core markets; executive leadership of MA plan growth and operations . |
| Blue Shield of California (Care1st) | Chief Medicare Officer; Chief Marketing & Sales Officer | 2011–2014 | Senior Medicare leadership; oversaw growth and go-to-market in MA . |
| CareMore Health Plan | Chief Sales & Marketing Officer | 2005–2011 | Led sales and marketing functions for MA plan . |
| Secure Horizons | Vice President, Medicare | 2003–2005 | Medicare P&L leadership . |
| HealthNet | Various roles (Regional VP 1998–2003) | 1994–2003 | Regional leadership roles supporting managed care growth . |
External Roles
- No public company directorships or external board roles are listed in the executive officer biography section of the 2025 proxy .
Fixed Compensation
| Item | 2024 detail |
|---|---|
| Base salary (rate) | Increased from $560,000 to $600,000 effective Aug 25, 2024 (7.14% market adjustment) . |
| AIP target | 85% of base salary; 2024 target $487,770 (weighted average) . |
| AIP actual (2024 performance, paid 2025) | Payout $707,388; 145.0% of target (corporate 141.7%, individual 155.0%); 75% paid Mar 2025, 25% held for CMS Stars modifier in 4Q25 . |
| Discretionary bonus (2024) | $500,000 paid as immediately vested common stock (recognizing above-target membership growth and financial results) . |
Multi-year Summary Compensation (from SCT):
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 573,847 | 500,000 | 1,300,000 | — | 695,637 | 13,800 | 3,083,284 |
| 2023 | 560,000 | 205,000 | 5,014,849 | — | 665,635 | 13,515 | 6,458,999 |
| 2022 | 557,308 | — | 8,832,243 | 624,999 | 553,589 | 12,620 | 10,580,760 |
Performance Compensation
2024 AIP metrics, weightings, levels, and results:
| Metric | Weight | Threshold | Target | Maximum | Result vs target | Corporate funding contribution |
|---|---|---|---|---|---|---|
| Health plan membership (as of Jan 1, 2025) | 30% | 178,250 | 186,000 | 201,500 | 200% of target | Rolled into 141.7% blended |
| Adjusted gross profit | 35% | $282.4M | $292.4M–$297.4M | $312M | 133% of target | Rolled into 141.7% blended |
| Adjusted EBITDA | 35% | ($10.0M) | $0–$5M | $20M | 100% of target | Rolled into 141.7% blended |
AIP payout for 2024 (individual):
| Name | Target % | Target $ | Corporate perf % | Individual perf % | Payout $ | Payout % of target |
|---|---|---|---|---|---|---|
| Dawn Maroney | 85 | 487,770 | 141.7 | 155.0 | 707,388 | 145.0 |
Design of long-term equity incentives:
- 2024 grants: 50% RSUs vesting over 4 years; 50% PSUs earned based on revenue and adjusted EBITDA for FY2026 and vest in a single tranche in or about March 2027; max PSU payout 200% of target .
- 2025 structure shift: 50% PSUs (3-year performance to FY2027), 50% RSUs with approximately one-third vesting on each of the first three anniversaries (shorter RSU vesting than prior 4-year) .
- September 2023 PSU results: certified at 116.8% of target; metrics were health plan revenue growth (60%), at-risk loyal medical benefit ratio (20%), and adjusted EBITDA less capex (20%); 50% vested upon certification in Mar 2025 and 50% service-vest through Dec 31, 2025 .
Grants to Dawn Maroney in 2024 (plan-based awards):
| Grant | Grant date | Type | Shares/Units (#) | Exercise price | Grant-date FV ($) |
|---|---|---|---|---|---|
| AIP opportunity (target) | — | Cash (AIP) | — | — | 487,770 |
| RSU | 3/13/2024 | Time-vest | 130,000 | — | 650,000 |
| PSU (target) | 3/13/2024 | Performance | 130,000 | — | 650,000 |
| Stock award (immediately vested) | 3/13/2024 | Stock | 35,890 | — | 179,452 |
| Stock award (immediately vested) | 3/13/2024 | Stock | 41,000 | — | 205,000 |
2024 realized vesting (supply indicator):
| Name | Shares vested (#) | Value realized on vesting ($) |
|---|---|---|
| Dawn Maroney | 230,594 | 1,460,618 |
CMS Star Ratings modifier:
- 25% of the 2024 AIP payout is held back until 4Q25; adjustment: 3.5 stars or lower = -25% (no holdback paid), 4.0 = no change, 4.5 = +35%, 5.0 = +35% .
Equity Ownership & Alignment
- Beneficial ownership: 2,297,514 shares (1.2% of outstanding; base 197,681,510 shares as of Apr 7, 2025) .
- Stock ownership guidelines: 2x base salary for executive officers; compliance required within five years; all NEOs were in compliance as of Dec 31, 2024 .
- Insider trading/hedging/pledging: Pledging, margin purchases, short sales, and buying/selling derivatives are prohibited; long-term hedges (≥6 months) permitted only with pre-clearance .
Outstanding equity awards at Dec 31, 2024 (Dawn Maroney):
| Instrument | Grant date | Exercisable (#) | Unexercisable (#) | Exercise price ($) | Expiration | Unvested stock/units (#) | Market value ($) |
|---|---|---|---|---|---|---|---|
| Stock award (RSU/PSU) | 3/13/2024 | — | — | — | — | 130,000 | 1,462,500 |
| Stock award (RSU/PSU) | 3/13/2024 | — | — | — | — | 130,000 | 1,462,500 |
| Stock award (PSU – Sept 2023) | 9/14/2023 | — | — | — | — | 1,020,442 | 11,479,973 |
| Stock award | 9/12/2022 | — | — | — | — | 431,323 | 4,852,384 |
| Option | 3/8/2022 | 76,034 | 76,034 | 9.06 | 3/8/2032 | — | — |
| Stock award (RSU) | 3/8/2022 | — | — | — | — | 103,476 | 1,164,105 |
| Option | 3/25/2021 | 773,027 | 257,675 | 18.00 | 3/25/2031 | — | — |
| Stock award (RSU) | 3/25/2021 | — | — | — | — | 20,462 | 230,198 |
Notes:
- 2024 PSUs vest in a single tranche in or about March 2027 upon certification of FY2026 results; 2024 RSUs vest over four years .
- Options granted at $9.06 (2022) appear in-the-money versus the $11.25 year-end price used in severance estimates; $18.00 (2021) options appear out-of-the-money at that reference point .
- September 2023 PSUs were deemed probable at 116.8% as of Dec 31, 2024 for reporting purposes; actual delivery remains performance- and service-based .
Employment Terms
- Employment agreement: Amended and restated March 26, 2021 (in connection with IPO), initial 1-year term with automatic 1-year renewals; initial salary $550,000; initial AIP target 85% and max 170% of base (salary and targets reviewed annually and may increase) .
- Severance (without cause / good reason / non-renewal by Company): Cash equal to 1x (salary + target bonus), pro-rated AIP for year of termination, and Company-paid COBRA premiums for up to 12 months (subject to release and restrictive covenants) .
- Change in control: No benefits solely upon a change-in-control; with a qualifying termination (double-trigger), cash severance as above plus equity acceleration per plan; estimated as of 12/31/2024 for Dawn Maroney: Cash $1,110,000; Annual bonus $510,000; Stock awards $20,651,659; COBRA $23,577; Total $22,295,236 .
- Restrictive covenants: Non-compete during employment; non-solicitation of employees/customers during employment and for 1 year post-termination; perpetual confidentiality and non-disparagement .
- “Good reason”/“Cause” and CIC definitions governed by plan/agreements (with notice/cure provisions; CIC generally ≥50% voting change, board turnover, qualifying business combinations, or sale of substantially all assets; 409A constraints apply) .
- Clawback, ownership, and governance: Incentive-based compensation clawback policy; insider trading policy (no pledging/short sales); officer stock ownership requirements .
- Benefits & perquisites: 401(k) with 100% match on employee deferrals up to 4% of pay; standard health and welfare; limited perquisites including internet stipend; no defined benefit pension or nonqualified deferred comp plans .
Compensation Structure Analysis
- Pay mix tilts to performance: For 2024, executive pay emphasized variable compensation via AIP and long-term equity; NEO program uses RSUs (retention) and PSUs (revenue and adjusted EBITDA), with potential PSU payout up to 200% of target .
- Strong 2024 AIP results: Corporate performance funded at 141.7% on membership, adjusted gross profit, and adjusted EBITDA; individual modifiers lifted Maroney’s payout to 145% of target; a 25% holdback ties payouts to CMS Star Ratings quality outcomes .
- Discretionary equity: 2024 included immediately vested stock bonuses ($500,000 for Maroney), indicating committee discretion to recognize above-target membership and financial results .
- Vesting cadence and supply: Large unvested RSU/PSU overhang remains (e.g., 1,020,442 PSUs from 2023 and 260,000 combined RSU/PSU from 2024 at target), with 2025 RSUs moving to three-year vesting, modestly accelerating potential share supply relative to prior four-year schedules .
- Alignment/guardrails: Ownership guidelines met; prohibitions on pledging/short sales reduce hedging misalignment risk .
Equity Ownership & Beneficial Holders (context)
| Holder | Shares | % |
|---|---|---|
| Dawn Maroney | 2,297,514 | 1.2% |
| Shares outstanding base (Apr 7, 2025) | 197,681,510 | — |
Employment Economics – Sensitivities (as disclosed at 12/31/2024)
| Scenario | Cash severance ($) | Annual bonus ($) | Stock award acceleration ($) | COBRA ($) | Total ($) |
|---|---|---|---|---|---|
| Termination without cause / good reason / non-renewal (Company) | 1,110,000 | 510,000 | — | 23,577 | 1,643,577 |
| Change in control with qualifying termination | 1,110,000 | 510,000 | 20,651,659 | 23,577 | 22,295,236 |
| Change in control without termination | — | — | — | — | — |
Investment Implications
- Pay-for-performance alignment appears robust: 2024 AIP results and 2023 PSU certification (116.8% of target) show payouts tracking membership growth, adjusted gross profit, and adjusted EBITDA—measures central to value creation in MA plans .
- Retention risk mitigated by equity and severance: Significant unvested equity, ownership guideline compliance, and double-trigger CIC design reduce unintentional windfall risks while supporting retention; severance is 1x salary+target bonus for non-CIC terms .
- Potential selling pressure: Material RSU/PSU overhang and a 2025 shift to three-year RSU vesting can increase periodic supply; realized 2024 vestings were substantial (230,594 shares, $1.46M value) and should be monitored alongside Form 4 activity around vest dates .
- Quality modifier adds execution risk: The 25% AIP holdback tied to CMS Star Ratings directly links pay to plan quality/experience—positive for alignment, but it can add payout volatility if ratings slip .
- Governance safeguards: No pledging, stock ownership requirements, and a clawback policy support alignment and reduce red flags; no tax gross-ups or defined benefit pension noted .