Margaret McCarthy
About Margaret McCarthy
Margaret McCarthy, age 71, has served on Alignment Healthcare’s board since December 2020 and as Lead Independent Director since October 2022; she is independent under Nasdaq and SEC rules and brings deep operations/technology and audit experience from senior roles at Aetna (EVP Operations & Technology 2010–2018) and CVS Health (EVP; retired June 2019). She holds a bachelor’s degree from Providence College and a master’s degree in public health/hospital administration from Yale University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CVS Health | Executive Vice President (following Aetna acquisition) | Retired June 2019 | Senior enterprise leadership across innovation/technology, procurement, real estate, service operations |
| Aetna | Executive Vice President, Operations & Technology | 2010–2018 | Led innovation, technology, data security, procurement, real estate, service operations |
| Cigna; Catholic Health Initiatives | Information technology-related roles | Prior to 2003 | IT and health system operations experience |
| Accenture; Ernst & Young | Technology consulting; Consulting partner | Prior | Consulting leadership and process reengineering |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Marriott International | Director | Since March 2019 | Global hospitality governance oversight |
| First American Financial | Director | Since June 2015 | Title/insurance industry board experience |
| American Electric Power Co. Inc. | Director | Since April 2019 | Regulated utility oversight |
| Brighthouse Financial | Director | Nov 2018–June 2021 | Prior public company directorship |
Board Governance
- Independence: The board determined McCarthy is independent; 7 of 9 directors and all committee members are independent .
- Lead Independent Director role: Empowered to shape agendas/materials, preside over independent director sessions, liaise between the Chair/CEO and independents, participate in CEO evaluation, and consult with significant stockholders upon request .
- Committee assignments: Audit Committee member; Compensation Committee member .
- Attendance/engagement: Directors attended ~93% of combined Board and Committee meetings in 2024; all directors except Dr. McClellan met at least 75% attendance (McCarthy met/exceeded 75% threshold) .
- Executive sessions: Independent directors meet in executive session at least quarterly .
- Risk oversight: NCGCC leads ERM; Audit oversees financial/cyber risk; Compensation oversees pay risks and succession .
Fixed Compensation
2024 Non-Employee Director compensation (actual):
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 129,375 |
| Stock Awards (RSUs) | 167,500 |
| Total | 296,875 |
Director compensation policy:
- Base annual director compensation (2024): aggregate value $250,000; directors can elect cash up to $100,000 and receive the balance in RSUs/restricted shares (vest on first anniversary). For 2025, aggregate annual value increased to $290,000 .
- Lead Independent Director retainer: $35,000 in 2024, payable 50% cash / 50% RSUs; increased to $40,000 in 2025 .
- Committee retainers (2024): Audit Chair $25,000; Audit member $10,000; Compensation Chair $20,000; Compensation member $7,500; NCGCC Chair $20,000; NCGCC member $7,500. For 2025, Audit Chair $30,000; Audit member $15,000; Compensation Chair $25,000; Compensation member $10,000 .
- Deferral: Directors may defer RSU receipt to specified future dates or separation/change of control .
Performance Compensation
- Director equity is time-vested (annual RSUs vest on first anniversary); there are no performance-linked PSU metrics for non-employee directors .
Other Directorships & Interlocks
- Current boards: Marriott International; First American Financial; American Electric Power Co. Inc. .
- Compensation Committee interlocks: None—McCarthy and other Compensation Committee members had no relationships requiring disclosure, and none of ALHC’s executive officers served on outside boards with reciprocal compensation committee overlap .
Expertise & Qualifications
- Core credentials: Executive leadership in healthcare operations/technology; audit committee familiarity; business process and cybersecurity awareness aligned with ALHC’s technology-enabled MA platform .
- Education: Providence College (BA); Yale University (MPH/hospital administration) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (common shares) | 116,620 (<1% of outstanding) |
| Unvested outstanding RSUs (12/31/2024) | 33,500 |
| Options outstanding | None disclosed for McCarthy (table shows RSUs only) |
| Ownership guidelines | Non-employee directors: 5x annual cash board retainer ($500,000); all directors were in compliance as of 12/31/2024 |
| Hedging/pledging | Company maintains anti-pledging; disclosures reference anti-hedging policy, though Insider Trading Policy permits long-term hedges with pre-clearance (minimum 6 months), creating a nuanced stance investors should monitor |
Governance Assessment
- Strengths:
- Lead Independent Director with defined authority enhances board independence, agenda-setting, and CEO evaluation rigor .
- Dual committee service (Audit and Compensation) leverages her operations/technology and governance expertise on key oversight levers (financial controls, cybersecurity, pay governance) .
- Robust board processes: annual self-evaluations, executive sessions, stockholder engagement, and clear ERM allocation among committees .
- Director compensation mostly in RSUs creates ownership alignment; directors can defer equity delivery to reinforce long-term perspective .
- Say-on-pay support signals investor confidence: 2024 approval ~86.7%; 2025 advisory vote approved (For 162,732,057; Against 1,840,930; Abstain 494,523) .
- Watch items / potential red flags:
- Hedging policy nuance: broader disclosure touts anti-hedging, but Insider Trading Policy permits long-term hedges with pre-clearance—investors may prefer a stricter prohibition to maximize alignment .
- Multi-board commitments: McCarthy serves on three other public boards (Marriott, First American Financial, AEP); while common for seasoned directors, investors typically monitor aggregate commitments for potential time/attention constraints (no attendance shortfall disclosed for McCarthy in 2024) .
- Lead Sponsor designation rights can influence board composition; not directly implicating McCarthy, but a structural governance factor to monitor for independence perceptions .
No related-party transactions, family relationships, or compensation committee interlocks involving McCarthy were disclosed; none noted as conflicts .
Compensation Committee Analysis (context for McCarthy’s role)
- Composition: Kosecoff (Chair), McCarthy, Vorhoff; all independent under Exchange Act Rule 10C and Nasdaq rules .
- Consultant: FW Cook engaged in May 2024; independence assessed per Nasdaq rules .
- Program governance: Clawback compliant with SEC/Nasdaq; stock ownership guidelines for executives and directors; anti-pledging; annual risk assessment found no material pay-risk issues .
Director Compensation Details (structure references)
| Policy Element | 2024 Terms | 2025 Changes |
|---|---|---|
| Base annual director compensation (aggregate) | $250,000; mix elective: cash (up to $100,000) + equity (RSUs/restricted shares); equity vests on 1st anniversary | Increased to $290,000 |
| Lead Independent Director retainer | $35,000 (50% cash / 50% RSUs) | Increased to $40,000 |
| Audit Committee | Chair $25,000; member $10,000 | Chair $30,000; member $15,000 |
| Compensation Committee | Chair $20,000; member $7,500 | Chair $25,000; member $10,000 |
| NCGCC | Chair $20,000; member $7,500 | Unchanged |
| Deferral | RSU deferral permitted to fixed horizons or separation/change of control | Continues |
Shareholder Voting Signals (context)
- 2025 annual meeting: McCarthy re-elected Class I director (For 163,745,734; Withhold 1,321,776; Broker Non-Vote 15,593,210); say-on-pay approved (For 162,732,057; Against 1,840,930; Abstain 494,523; Broker Non-Vote 15,593,210) .
- 2024 say-on-pay support: ~86.7% votes cast in favor .
Summary
McCarthy’s governance profile—Lead Independent Director authority, independence, and dual service on Audit and Compensation—supports board effectiveness on financial controls, cybersecurity, pay governance, and CEO evaluation. Her equity-linked director pay, compliance with ownership guidelines, and absence of related-party conflicts reinforce alignment; investors should monitor the company’s hedging stance and aggregate external board commitments, though no 2024 attendance concern was disclosed for McCarthy .