Jim Head
About Jim Head
Jim Head, 59, is Chief Financial Officer of Alignment Healthcare (effective May 2, 2025) with 30+ years in strategic finance across Claritev/MultiPlan (EVP & CFO), BDT & Company (partner), and Morgan Stanley; he holds an MBA from UCLA Anderson and a BS in Finance from Indiana University . Alignment’s recent performance underpins his incentive design: 2024 revenue rose 48.3% to $2.704B with first full-year positive adjusted EBITDA, and membership grew 58.6% to ~189,100; Q1 2025 revenue was $926.9M (+47.5% YoY), adjusted EBITDA $20.2M, and membership ~217,500 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Claritev Corp. (formerly MultiPlan) | EVP & CFO (Nov 2021–Aug 2024); Capital Structure Advisor (Sep–Dec 2024) | 2021–2024 | Led public-company finance and capital structure work in health plan analytics . |
| BDT & Company, LLC | Partner | 2016–2021 | Merchant banking leadership; strategic finance and business development . |
| Morgan Stanley | Senior leadership roles | ~21 years | Investment banking and corporate finance expertise . |
External Roles
None disclosed in company filings for public boards, committees, or nonprofit roles .
Fixed Compensation
| Component | Value/Terms |
|---|---|
| Base Salary | $600,000 per year . |
| Target Annual Bonus | 85% of base salary (maximum 170%) under the Annual Incentive Plan; prorated for partial years; payout requires good standing; portion may be held back per plan design . |
| Annual Equity Grant (from 2026) | Target $2,500,000; form and metrics aligned to senior management and Board discretion . |
| One-time Initial Equity Grant (2025) | $2,500,000 split 50% RSUs and 50% PSUs; RSUs vest 33.33% on March 13, 2026/2027/2028; PSUs earned on FY2027 metrics and vest March 2028 (subject to continued service and certification) . |
Performance Compensation
| Incentive Type | Metric | Weighting | Target/Range | Actual/Payout Basis | Vesting |
|---|---|---|---|---|---|
| Annual Incentive Plan (company framework) | Health plan membership | 30% | Targets set above prior year results; payout range 0–200% of target; modifier applied for CMS Star Ratings (-25% to +35%) . | Corporate and individual results (CEO 100% corporate; others 75% corporate/25% individual) . | Paid per plan; portion may be held back and adjusted by CMS Stars . |
| Annual Incentive Plan (company framework) | Adjusted Gross Profit | 35% | As above . | As above . | As above . |
| Annual Incentive Plan (company framework) | Adjusted EBITDA | 35% | As above . | As above . | As above . |
| PSUs (Head initial grant) | Revenue (FY2027) | 50% | Earnout range 0–200% of target; metrics per March 2025 senior executive grants . | Certified post-FY2027; vest in March 2028, subject to service . | 100% at certification; vest date March 2028 . |
| PSUs (Head initial grant) | Adjusted EBITDA (FY2027) | 50% | As above . | As above . | As above . |
| RSUs (Head initial grant) | Time-based | — | — | — | 33.33% vests March 13, 2026/2027/2028 . |
Equity Ownership & Alignment
- Stock ownership guidelines: CEO 6x base salary; all other executive officers (incl. CFO) 2x base salary, with five years to comply; directors 5x annual cash retainer; all NEOs and non-employee directors were in compliance as of Dec 31, 2024 .
- Anti-hedging and anti-pledging: company prohibits pledging and short-sales; hedging allowed only for long-term protection with pre-clearance; clawback policy applies to cash incentives and equity upon financial restatement per SEC/Nasdaq .
Employment Terms
| Term | Details |
|---|---|
| Start & Role | CFO effective May 2, 2025; reports to CEO . |
| Agreement Term | Initial 1-year term from effective date, auto-renews annually unless either party gives 90 days’ non-renewal notice . |
| Severance (Qualifying Termination) | If terminated without cause, resigns for good reason, or employer non-renewal (≥6 months post-start): 1x base salary + 1x target bonus paid over 12 months; prorated current-year bonus at normal payout time; COBRA premiums up to 12 months (earlier if new employment) subject to release and compliance with covenants . |
| Good Reason | Material breach of a financial obligation by employer, with notice and 60-day cure; not available if equivalent/higher salary/title maintained or if cause exists . |
| Restrictive Covenants | During employment: broad non-compete (no competitive healthcare investment/engagement without Board approval); post-employment: 1-year employee non-solicit and 1-year customer non-solicit using confidential information; confidentiality survives termination; non-disparagement obligations . |
| Dispute Resolution | Arbitration (JAMS/AAA) in Orange County, CA; provisional injunctive relief available; class/collective action waiver; governed by FAA; California law governs the agreement . |
| Other | Assignment of inventions/work product; cooperation obligations; attorneys’ fees to prevailing party . |
Performance & Track Record (Company Context)
| Metric | FY 2024 | Q1 2025 |
|---|---|---|
| Revenue ($USD Millions) | $2,703.6 | $926.9 |
| Adjusted EBITDA ($USD Millions) | $1.3 | $20.2 |
| Health Plan Membership (period-end) | ~189,100 | ~217,500 |
| Medical Benefits Ratio (Adj GP basis) | 88.8% | 88.4% |
- 2025 outlook raised: FY2025 revenue $3,770–$3,815M; adjusted EBITDA $38–$60M; membership 228–233K, reflecting strong momentum underpinning Head’s performance-linked PSUs .
Governance, Say‑on‑Pay, and Peer Benchmarking
- 2025 Say‑on‑Pay Approval: 162,732,057 For; 1,840,930 Against; 494,523 Abstain; broker non-votes 15,593,210, indicating broad investor support .
- Compensation governance: independent consultant, clawbacks, anti-hedging/pledging, pay-for-performance emphasis, no option repricing or tax gross-ups except certain relocation .
- Compensation peer group used for benchmarking updated in Oct 2024 (e.g., AdaptHealth, agilon health, Oscar Health, DaVita, Teladoc, etc.) to align size/industry range .
Investment Implications
- Pay-for-performance alignment: Head’s mix ties significant value to multi-year revenue and adjusted EBITDA (FY2027 PSUs 50/50), consistent with enterprise profit and scale priorities; RSUs staggered through March 2028 support retention .
- Quality modifier linkage: AIP features CMS Star Ratings modifier (-25% to +35%), embedding care quality into cash bonus outcomes—important for MA economics and bid competitiveness .
- Selling pressure calendar: RSU tranches vest March 13, 2026/2027/2028; PSU vest March 2028—monitor Form 4 activity around those dates, noting anti-pledging policy reduces collateralization risk .
- Downside protections constrained: Severance at 1x base plus 1x target bonus with no disclosed change‑of‑control multiple limits windfalls, while restrictive covenants and confidentiality reduce immediate competitive leakage risk .
Overall, Head’s package emphasizes long-term operational value creation through revenue and EBITDA, with governance safeguards (clawbacks, anti‑pledging) and moderate severance, aligning with MA plan economics and quality-first strategy disclosed by the company. **[1832466_0001628280-25-021571_alhc-20250331.htm:24]** **[1832466_0001628280-25-019952_alhc-20250425.htm:13]** **[1832466_0001628280-25-019952_alhc-20250425.htm:56]** **[1832466_0001171843-25-002689_exh_991.htm:0]**