Joseph Konowiecki
About Joseph Konowiecki
Joseph Konowiecki, 71, is Chairman of Alignment Healthcare’s Board and has served as a director since 2014. He is not considered independent under Nasdaq/SEC rules due to an executive role he held from October 2022 to December 2023. He holds a B.A. in Political Science from UCLA and a J.D. from Hastings College, and brings extensive health care, legal, and executive leadership experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UnitedHealth Group – Ovations division | CEO, Future Solutions | Not disclosed | Senior leadership in Medicare-related operations |
| PacifiCare Health Systems, Inc. | General Counsel; EVP Corporate Affairs | Not disclosed | Legal, corporate affairs oversight |
| Apollo Enterprise Solutions, Inc. | Chairman & CEO | Not disclosed | Executive leadership |
| Konowiecki & Rank (law firm) | Founding Partner | Not disclosed | Legal practice leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Moriah Partners, LLC | Managing Partner | Since 2009 | Strategy/investments |
| Advanced Sports Media Group | Founder & CEO | Not disclosed | Operating leadership |
| RAND Healthcare Advisory Board | Member | Not disclosed | Policy/industry advisory |
Board Governance
- Role: Chairman of the Board; sets agendas, leads risk/oversight engagement, partners with NCGCC on director selection and with Compensation Committee on CEO evaluation .
- Independence: Not independent (served in an executive role Oct 2022–Dec 2023) ; Board independence determination lists Konowiecki as “No” .
- Committees: Not a member of Audit, Compensation, or NCGCC committees per committee roster .
- Attendance: Directors (except Dr. McClellan) attended ≥75% of Board and committee meetings in 2024; Board held 7 meetings, Audit 5, Compensation 9, NCGCC 4 .
- Board structure: Lead Independent Director role maintained while the Chair is not independent, with defined authorities to reinforce independent oversight .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Cash retainer | $100,000 | Paid quarterly in arrears; director elects cash up to $100k from $250k base |
| Equity – base director retainer (RSUs) | $150,000 | Balance of $250k annual director compensation (vests at 1-year) |
| Equity – Chair retainer (RSUs) | $200,000 | Annual Chair retainer (vests at 1-year) |
| Committee fees | $0 | Not on any committee |
| Total Director Compensation (cash+equity) | $450,000 | Sum of cash and equity components |
| All Other Compensation | $151,411 | AIP payout linked to 2023 executive role; employment ended 12/31/2023 |
| Total Reported Compensation (2024) | $601,411 | Per director compensation table |
2025 policy changes for non-employee directors: base retainer increased to $290,000; Lead Independent Director retainer increased to $40,000 (50% cash/50% RSUs); certain committee chair/member cash retainers increased (Audit chair to $30,000; Audit members to $15,000; Compensation chair to $25,000; Compensation members to $10,000) .
Performance Compensation
- Director equity awards (RSUs) vest based on service (no performance metrics); vest on first anniversary of grant .
- The $151,411 “All Other Compensation” in 2024 reflects payout under the Company’s Annual Incentive Plan during his 2023 executive tenure, where AIP metrics include Health Plan Membership, Adjusted Gross Profit, Adjusted EBITDA, and a CMS Star Ratings-based modifier framework (for 2023, 25% holdback adjusted by CMS Stars) .
| AIP Metrics Framework (Company-wide) | Weighting | 2024 Targets/Design (reference framework) |
|---|---|---|
| Health Plan Membership | 30% | Threshold 178,250; Target 186,000; Max 201,500 |
| Adjusted Gross Profit | 35% | Target range $292.4M–$297.4M; Max $312.0M |
| Adjusted EBITDA | 35% | Target range $0–$5.0M; Max $20.0M |
| CMS Stars modifier | -25% to +35% | Applied to holdback; payout rules at 3.5, 4.0, 4.5, 5.0 Stars |
Note: As a director in 2024, his compensation was service-based; AIP references relate to his 2023 executive role .
Other Directorships & Interlocks
| Company | Current Public Board? | Interlocks/Notes |
|---|---|---|
| — | None disclosed | Continuing directors table lists no other public company boards for Konowiecki |
Expertise & Qualifications
- Executive leadership in health care payor/provider ecosystems; legal and corporate affairs leadership; policy advisory experience (RAND) .
- Board Chair duties include agenda setting, risk oversight, stockholder engagement, and partnering with committees on governance and CEO evaluation .
Equity Ownership
| Metric | Amount | Detail |
|---|---|---|
| Total beneficial ownership (shares) | 1,012,183 | As of April 7, 2025 |
| Ownership % of outstanding | <1% | Based on 197,681,510 shares outstanding |
| Options exercisable within 60 days | 17,909 | Beneficial ownership basis |
| Unvested RSUs outstanding (12/31/2024) | 227,614 | Per director RSU table |
| Pledged shares | Prohibited | Insider Trading Policy prohibits pledging and short sales |
| Hedging | Limited, pre-cleared | Long-term hedging allowed with pre-clearance; no short-sales/options trading |
| Ownership guideline | In compliance | Non-employee directors must hold 5x annual cash Board retainer ($500,000) within 5 years; all directors in compliance as of 12/31/2024 |
Governance Assessment
- Board effectiveness: Chair is not independent; Board instituted a robust Lead Independent Director role with defined powers to reinforce independent oversight and executive session cadence at least quarterly, mitigating independence concerns .
- Committee independence: All standing committees (Audit, Compensation, NCGCC) are fully independent; Konowiecki is not on any committee, reducing potential conflicts in committee decisions .
- Attendance/engagement: ≥75% attendance in 2024 among directors except one; signals acceptable engagement baseline for the Chair .
- Director pay mix and alignment: Significant equity-based retainer (including Chair RSUs) aligns with shareholder interests; RSUs service-vest only (no performance gaming), with stock ownership guidelines met .
RED FLAGS
- Independence: Chair not independent due to recent executive role; requires continued vigilance and reliance on Lead Independent Director structures .
- Related-party exposure: McDermott Will & Emery (where his son is a partner) received ~$272,000 in 2024 and ~$120,000 through March 31, 2025; approved by Audit Committee; son not directly compensated; fees <1% of firm revenue. While immaterial and reviewed, it remains a related-party transaction to monitor for optics and governance .
- Lead Sponsor influence: Stockholders Agreement grants designation rights over Board seats to the Lead Sponsor based on ownership thresholds; governance risk relates to potential concentration of influence (not specific to Konowiecki but relevant to Board independence) .
Shareholder sentiment signal: 2024 say-on-pay approval was ~86.7%, an improvement versus 2023; continued engagement with investors on compensation practices is noted .