Jacqueline Kosecoff
About Jacqueline Kosecoff
Jacqueline (Dr.) Kosecoff, age 75, has served as an independent director of Alignment Healthcare since 2017; she is Chair of the Compensation Committee and a member of the Nominating, Corporate Governance & Compliance Committee (NCGCC) . She is Managing Partner of Moriah Partners and Senior Advisor to Warburg Pincus, and previously served as CEO of OptumRx and EVP at PacifiCare/UnitedHealth Group; she founded and led Protocare. She holds a B.A. from UCLA, an M.S. in Applied Mathematics from Brown, and a doctorate from UCLA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UnitedHealth Group / PacifiCare | Senior Executive; CEO, OptumRx; EVP at PacifiCare | 2002–2012 | Led pharmacy benefits and MA/Part D scale; deep payer operations |
| Protocare | Founder, President & COO | Pre-2002 (prior to joining UHG) | Built clinical/health services operations; entrepreneurial leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Steris plc | Director | Current | Public company directorship |
| TriNet Group, Inc. | Director | Current | Interlock: ALHC director David Hodgson chairs TriNet’s board |
| Houlihan Lokey, Inc. | Director | Current | Public company directorship |
| GoodRx Holdings, Inc. | Director | 2016–2023 | Former directorship |
| Sealed Air Corporation | Director | 2005–2021 | Former directorship |
| athenahealth, Inc. | Director | 2012–2019 | Former directorship |
| Moriah Partners | Managing Partner | 2012–Present | Private investing/advisory |
| Warburg Pincus | Senior Advisor | 2012–Present | Private equity advisory |
Board Governance
- Committee assignments: Compensation Committee Chair; NCGCC member .
- Independence: Board has determined all directors except CEO and Chairman are independent; Kosecoff is independent .
- Attendance: In 2024, directors attended about 93% of Board and Committee meetings combined. Each director except Dr. McClellan attended at least 75% of meetings; no exception noted for Kosecoff .
- Executive sessions: Independent directors meet in executive session at least quarterly without management present .
- Compensation Committee governance: All members independent; retains independent consultants; oversees CEO evaluation and executive/director pay .
- NCGCC scope: Oversees ERM, compliance, board skills/refreshment, ESG oversight .
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Aggregate annual non-employee director retainer value | $250,000 | $290,000 | Cash retainer elected $0–$100k; remainder in RSUs vesting in 1 year |
| Lead Independent Director retainer | $35,000 | $40,000 | 50% cash / 50% RSUs; 1-year vest |
| Board Chair (Independent) RSU retainer | $200,000 | — | 1-year vest; applies when Chair is independent |
| Audit Chair fee (cash) | $25,000 | $30,000 | Paid quarterly |
| Audit member fee (cash) | $10,000 | $15,000 | Paid quarterly |
| Compensation Chair fee (cash) | $20,000 | $25,000 | Paid quarterly |
| Compensation member fee (cash) | $7,500 | $10,000 | Paid quarterly |
| NCGCC Chair fee (cash) | $20,000 | $20,000 | Paid quarterly |
| NCGCC member fee (cash) | $7,500 | $7,500 | Paid quarterly |
| Jacqueline Kosecoff – Director Compensation (2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 68,125 |
| Stock Awards (RSUs grant-date fair value) | 200,000 |
| Total | 268,125 |
- As of 12/31/2024, Kosecoff held 40,000 unvested RSUs; no options .
Performance Compensation
No performance-linked director awards are disclosed; director equity is time-based. As Compensation Committee Chair, Kosecoff oversees management’s pay-for-performance metrics:
| 2024 Annual Incentive Plan Metrics | Weight | Threshold | Target | Maximum | Actual Result vs Target | Corporate Funding |
|---|---|---|---|---|---|---|
| Health Plan Membership (as of Jan 1, 2025) | 30% | 178,250 | 186,000 | 201,500 | 200% of Target | 141.7% of Target |
| Adjusted Gross Profit (non-GAAP) | 35% | $282.4M | $292.4M–$297.4M | $312M | 133% of Target | 141.7% of Target |
| Adjusted EBITDA (non-GAAP) | 35% | ($10.0M) | $0–$5.0M | $20M | 100% of Target | 141.7% of Target |
| CMS Star Ratings Modifier | — | — | 4.0 Stars → no change | 3.5 or lower: -25%; 4.5/5.0: +35% | Applied to holdback | Holdback paid Q4’25 per Stars |
- Independent consultant: FW Cook engaged in May 2024; peer group updated Oct 2024 .
Other Directorships & Interlocks
| External Company | Role | Interlock/Conflict Note |
|---|---|---|
| TriNet Group, Inc. | Director | Interlock: ALHC director David Hodgson is Chair of TriNet’s board |
| Steris plc | Director | None disclosed |
| Houlihan Lokey, Inc. | Director | None disclosed |
| Prior: GoodRx (2016–2023), Sealed Air (2005–2021), athenahealth (2012–2019) | Former Director | None disclosed |
- Compensation Committee Interlocks: Proxy states no relationships requiring disclosure for Committee members in 2024 .
Expertise & Qualifications
- Deep Medicare Advantage and Part D expertise; senior payer/operator background (OptumRx CEO; PacifiCare EVP) .
- Board oversight and governance experience across healthcare and corporate boards .
- Academic credentials: B.A. UCLA; M.S. Applied Math Brown; Doctorate UCLA .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial Ownership (shares) | 278,609; <1% of outstanding (*) |
| RSUs Outstanding (unvested, as of 12/31/2024) | 40,000 |
| Options Outstanding | 0 |
| Ownership Guidelines (Directors) | 5x annual cash Board retainer ($500,000) |
| Compliance Status (as of 12/31/2024) | All non-employee directors in compliance |
| Hedging/Pledging | Pledging prohibited; speculative hedging prohibited; long-term hedging requires pre-clearance |
() Percent based on 197,681,510 shares outstanding; table denotes “” for <1% .
Say-on-Pay & Shareholder Feedback
| Annual Meeting | Proposal | For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|---|---|
| 2025 | Say-on-Pay | 162,732,057 | 1,840,930 | 494,523 | 15,593,210 |
| 2024 | Say-on-Pay | ~86.7% approval (votes cast) | — | — | — |
- Director elections (2025): Class I directors elected; reflects broad support for governance slate .
Related Party Transactions
- Policy: Audit Committee reviews and approves related party transactions; considers independence impacts and market terms .
- Disclosures: No related-party transactions disclosed involving Kosecoff; Compensation Committee members had no relationships requiring disclosure in 2024 .
- Lead Sponsor rights: General Atlantic retains board designation rights; independence assessed with respect to sponsor affiliations .
Governance Assessment
- Strengths: Independent director; leads Compensation Committee with use of independent consultant (FW Cook); robust pay-for-performance framework tied to membership growth, adjusted gross profit, EBITDA, and CMS Stars; strong shareholder support on say-on-pay (2024 ~86.7%; 2025 vote totals show broad approval) .
- Alignment: Complies with stringent stock ownership guidelines ($500k for directors); anti-pledging and hedging controls; RSU-based director equity promotes long-term orientation .
- Attendance/Engagement: Board-level combined attendance ~93% in 2024; directors expected to attend substantially all meetings; executive sessions reinforce independent oversight .
- Potential watch items: External interlock at TriNet with ALHC director David Hodgson as Chair (information flow considerations); sponsor designation rights may influence board composition—mitigated by independence determinations and committee structures .
- RED FLAGS: None disclosed for Kosecoff (no related-party transactions; no pledging; Compensation Committee interlocks not present) .
Overall: Kosecoff’s payer/operator background and committee leadership strengthen compensation governance and risk oversight; policies on ownership and insider transactions underpin investor alignment, and recent say-on-pay outcomes reflect investor confidence in the framework she oversees .