Jody Bilney
About Jody Bilney
Independent Class II director of Alignment Healthcare (ALHC) since January 2022; age 63; serves on the Audit Committee (member, not chair). Former Chief Consumer Officer at Humana (2013–March 2020), with prior senior marketing leadership roles at Bloomin’ Brands (EVP & Chief Brand Officer, 2006–2013), Openwave Systems, Charles Schwab, and Verizon; B.S. in Economics (minor in Marketing) from Clemson University. Current public company directorship: Cracker Barrel Old Country Store, Inc. (since 2022). Prior public boards: Chuy’s Holdings (2021–2024) and Masonite International (2014–2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Humana, Inc. | Chief Consumer Officer | Apr 2013–Mar 2020 | Led consumer/marketing strategy in Medicare Advantage context |
| Bloomin’ Brands, Inc. | EVP & Chief Brand Officer | 2006–Mar 2013 | Brand and marketing leadership at multi-brand operator |
| Openwave Systems, Inc. | Senior executive positions | Not disclosed | Marketing/exec roles |
| Charles Schwab & Co., Inc. | Senior executive positions | Not disclosed | Marketing/exec roles |
| Verizon Communications, Inc. | Senior executive positions | Not disclosed | Marketing/exec roles |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Cracker Barrel Old Country Store, Inc. | Director | 2022–Present | Current public board |
| Chuy’s Holdings, Inc. | Director | 2021–2024 | Prior public board |
| Masonite International Corp. | Director | 2014–2024 | Prior public board |
| Various private companies; advisor to PE firms | Director/Advisor | Not disclosed | Health care and fitness private boards; PE advisor |
Board Governance
- Independence: Independent director (7 of 9 ALHC directors independent in 2024; all committee members independent) .
- Board class/tenure: Class II; director since 2022; term expires at 2026 annual meeting .
- Committee assignments: Audit Committee member (committee chaired by Yon Jorden; other members Margaret McCarthy and Bilney). Audit Committee report signed by Jorden, Bilney, McCarthy .
- Attendance: In 2024, all directors except Dr. McClellan attended at least 75% of Board/committee meetings; combined attendance ~93% (indicates Bilney ≥75%) .
- Engagement: Independent directors meet in executive session at least quarterly; Lead Independent Director is Margaret McCarthy (not Bilney) .
- Audit Committee oversight scope: Financial statements, internal controls, auditor, related-party transactions, disclosure controls, and cybersecurity/data protection .
Fixed Compensation (Non-Employee Director – Realized 2024 and Policy)
| Item | Amount | Notes |
|---|---|---|
| Cash fees earned (2024) | $58,125 | Includes base cash portion elected plus committee fees, if any |
| Annual director compensation policy (2024) | $250,000 aggregate | Mix elected: $0–$100k cash; balance in RSUs; vests on 1st anniversary |
| Annual director compensation policy (2025) | $290,000 aggregate | Increased for 2025 |
| Audit Committee member fee (2024 policy) | $10,000 cash | Member retainer; chair $25,000 |
| Lead Independent Director retainer (2024 policy) | $35,000 (50% cash/50% RSUs); $40,000 in 2025 | LID is McCarthy (context) |
| Meeting fees | Not disclosed | No per-meeting fees disclosed |
Performance Compensation (Director Equity)
| Grant Type | Amount/Structure | Vesting/Performance |
|---|---|---|
| Annual RSU grant (2024) | $200,000 grant-date fair value | Vests on first anniversary of grant date; no performance metrics for directors |
| Unvested RSUs outstanding (12/31/2024) | 49,462 units | Director awards outstanding at year-end |
There are no performance metrics for non-employee director compensation; director equity is time-vested RSUs (no PSU/option program for directors disclosed) .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Notes |
|---|---|---|
| Cracker Barrel Old Country Store, Inc. | Director (since 2022) | No disclosed interlocks with ALHC management/Comp Committee |
| Chuy’s Holdings, Inc. | Director (2021–2024) | Prior service; no interlocks disclosed |
| Masonite International Corp. | Director (2014–2024) | Prior service; no interlocks disclosed |
- Compensation Committee interlocks: None reported among ALHC Comp Committee members (Bilney is not on Compensation Committee) .
- Related-party transactions: Proxy discloses related-party items involving others (e.g., services by a law firm where Chairman’s son is a partner); no transactions involving Ms. Bilney identified .
Expertise & Qualifications
- Consumer/marketing leader with Medicare Advantage exposure from Humana Chief Consumer Officer role; relevant to member acquisition/retention and brand strategy in senior care .
- Public company board experience across consumer and industrial sectors; current Cracker Barrel director; prior Chuy’s and Masonite .
- Audit Committee service at ALHC evidences financial literacy (not designated as the committee’s “financial expert”) .
- Education: B.S. Economics, Clemson University (minor in Marketing) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 97,744 shares; <1% of outstanding |
| Unvested RSUs outstanding (12/31/2024) | 49,462 units |
| Stock ownership guidelines (directors) | Minimum 5x annual cash Board retainer ($500,000) |
| Compliance status | As of 12/31/2024, all non-employee directors were in compliance |
| Hedging/pledging | Pledging and short sales prohibited; speculative hedging discouraged; long-term hedges require pre-clearance |
Governance Assessment
- Independence and committee fit: Independent director with consumer/marketing expertise serving on Audit aligns member growth and brand insights with financial oversight; Audit Committee oversees cybersecurity and related-party review .
- Attendance/engagement: Met ALHC’s minimum attendance threshold (≥75%) within a Board that recorded ~93% combined attendance in 2024; independent directors meet in executive session each quarterly meeting .
- Pay and alignment: Director comp is equity-heavy with time-vested RSUs and ownership guidelines (5x cash retainer) fostering alignment; all non-employee directors in compliance as of 12/31/2024 .
- Conflicts/related parties: No related-party transactions involving Ms. Bilney disclosed; Audit Committee pre-approves and reviews related-party dealings .
- Shareholder signals: 2024 Say-on-Pay support at ~86.7% indicates broadly supportive investor sentiment toward ALHC’s pay governance framework (context for overall governance environment) .
Red flags: None identified specific to Ms. Bilney in the 2025 proxy. Prohibitions on pledging/short sales and robust RPT oversight mitigate alignment/conflict risks .
Overall implication: Bilney brings deep consumer/MA marketing experience and satisfies independence/attendance expectations, with equity-linked compensation and ownership policy compliance supporting investor alignment; absence of disclosed conflicts and active Audit Committee service support board effectiveness .