Mark McClellan
About Mark McClellan
Dr. Mark McClellan, M.D., Ph.D., age 61, has served as an independent director of Alignment Healthcare since 2014. He is Director of the Duke-Robert J. Margolis, MD, Center for Health Policy and Margolis Professor of Business, Medicine and Policy at Duke University, and previously led CMS (Administrator, 2004–2006) and the FDA (Commissioner, 2002–2004). He holds a B.A. (University of Texas), M.D. and MPA (Harvard), and a Ph.D. in Economics (MIT), bringing deep regulatory, clinical, and public-policy expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Duke-Robert J. Margolis, MD, Center for Health Policy | Director; Margolis Professor at Duke University | Since Jan 2016 | Leads academic-policy initiatives on value-based health care |
| Centers for Medicare & Medicaid Services (CMS) | Administrator | 2004–2006 | Oversight of Medicare/Medicaid programs and policy execution |
| U.S. Food and Drug Administration (FDA) | Commissioner | 2002–2004 | Led FDA regulatory oversight |
| Brookings Institution | Senior Fellow; Director of Value & Innovation in Health Care | 2007–2015 | Health policy research leadership |
| White House (Executive Office of the President) | Member, Council of Economic Advisers; Senior Director for Healthcare Policy | 2001–2002 | Advised on national health policy |
| U.S. Treasury (Clinton Administration) | Deputy Assistant Secretary for Economic Policy | Prior period | Economic policy leadership |
| Stanford University | Associate Professor (Economics & Medicine); Director, Health Outcomes Research | Prior period | Academic leadership in outcomes research |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cigna Corporation | Director | Current | Public company board role |
| Johnson & Johnson | Director | Current | Public company board role |
| ResearchAmerica! | Board member | Current | Nonprofit health policy advocacy |
| National Alliance for Hispanic Health | Board member | Current | Community health advocacy |
| Institute for Accountable Care | Board member | Current | Accountable care research |
| PrognomIQ | Board member | Current | Health analytics/diagnostics |
| United States of Care | Board member | Current | Health policy advocacy |
Board Governance
- Committee assignments: Member, Nominating, Corporate Governance & Compliance Committee (NCGCC); not a chair .
- Independence: Board determined he is independent under Nasdaq/SEC rules .
- Years of service: Director since 2014 (Class I), nominated for term ending 2028 .
- Attendance: Dr. McClellan attended 50% of combined Board and committee meetings in 2024 due to business scheduling conflicts (below the typical 75%+ expectation); overall directors averaged ~93% attendance .
- Shareholder voting signal: 2025 election “withhold” votes exceeded “for” (For: 81,412,795; Withhold: 83,654,715), yet he was elected under plurality rules—an investor confidence concern to monitor .
- Board structure: Lead Independent Director and regular executive sessions of independent directors; NCGCC oversees governance, compliance, ESG, and enterprise risk .
Fixed Compensation (Director)
| Component | 2024 Amount/Policy | Notes |
|---|---|---|
| Cash fees (Board + committee) | $101,875 (fees earned in cash) for Dr. McClellan | Includes elective cash retainer and NCGCC member fee |
| Equity retainer (RSUs/restricted shares) | $150,000 grant-date fair value (2024) for Dr. McClellan | Vests on first anniversary of grant; directors may defer RSUs per policy |
| NCGCC member retainer | $7,500 annually (cash) | Committee member fees per policy |
| Aggregate annual director compensation | $250,000 in 2024; increased to $290,000 for 2025 | Mix of cash ($0–$100k elected) + equity; vesting 1-year for annual RSUs |
| Lead Independent Director retainer | $35,000 in 2024; $40,000 in 2025 (50% cash/50% equity) | Governance structure support |
Total 2024 director compensation received by Dr. McClellan: $251,875 (cash + stock awards) .
Performance Compensation (Director)
- No performance-based metrics are tied to non-employee director compensation; director equity is primarily time-based RSUs with standard vesting (annual retainer RSUs vest on the first anniversary; new director “commencement” awards vest annually over three years) .
- Deferred compensation: Directors may elect to defer RSU receipt to predefined horizons or separation/change-in-control .
Other Directorships & Interlocks
| Company | Relationship to ALHC | Potential Interlock/Conflict Considerations |
|---|---|---|
| Cigna Corporation (Director) | MA insurer; potential competitor/market participant | Competitive interlock risk to monitor; no related-party transactions with Cigna disclosed |
| Johnson & Johnson (Director) | Healthcare products/pharma supplier ecosystem | Supplier ecosystem interlock; no related-party transactions with J&J disclosed |
- Related-party transactions oversight: Audit Committee reviews/approves related-party transactions. Disclosures for 2024–2025 did not identify transactions involving Dr. McClellan .
Expertise & Qualifications
- Regulatory/public policy leadership (former CMS Administrator; former FDA Commissioner; White House health policy) supporting oversight of highly regulated MA operations .
- Clinical and academic credentials (MD; PhD Economics; academic roles at Stanford and Duke) adding depth on outcomes research and value-based care .
- Governance/ESG and enterprise risk experience via NCGCC mandate (compliance, ESG oversight, ERM) .
Equity Ownership
| Metric | Data |
|---|---|
| Total beneficial ownership | 345,177 shares (as of Apr 7, 2025) |
| Ownership as % of outstanding | <1% (outstanding shares: 197,681,510) |
| Unvested RSUs held | 30,000 RSUs (as of Dec 31, 2024) |
| Options (exercisable/unexercisable) | None disclosed |
| Pledging/Hedging | Company policy prohibits pledging/short sales; allows only pre-cleared long-term hedging (≥6 months) |
| Ownership guidelines | Non-employee directors: minimum 5x annual cash Board retainer ($500,000 equivalent); all directors in compliance as of Dec 31, 2024 |
Governance Assessment
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Strengths
- Deep regulatory and policy expertise highly relevant to Medicare Advantage risk/compliance oversight; NCGCC membership aligns with skillset .
- Independent status; board maintains robust governance framework with empowered committee chairs and independent executive sessions .
- Clear director stock ownership guidelines with disclosed compliance, supporting alignment with shareholders .
-
Concerns/RED FLAGS
- Low 2024 attendance (50%) relative to peers and expectations—could impair committee effectiveness and board engagement .
- 2025 election results show more “withhold” than “for” votes, signaling investor dissatisfaction and governance risk to monitor (though plurality voting led to re-election) .
- External board seats at a potential competitor (Cigna) and a major supplier ecosystem player (J&J) create interlock optics; no related-party transactions disclosed, but continued monitoring advisable .
-
Compensation & Alignment Signals
- Director pay structure is standard (cash + time-based RSUs) with no performance metrics; 2025 increase in aggregate director retainer to $290k modestly raises guaranteed pay while maintaining equity component .
- RSU vesting and ownership guidelines support longer-term alignment; no pledging allowed per policy .