Yon Jorden
About Yon Jorden
Independent Class III director at Alignment Healthcare since January 2022; age 70; Audit Committee Chair and designated Audit Committee Financial Expert. Former CFO of multiple public companies (AdvancePCS, Informix, Oxford Health Plans, WellPoint) and a CPA (inactive) with early career at Arthur Andersen. Education: B.S. in Accounting, California State University, Los Angeles; NACD Board Leadership Fellow. Current term expires at the 2027 annual meeting; Board has determined she is independent under Nasdaq/SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AdvancePCS (pharmacy benefits manager) | Executive Vice President & Chief Financial Officer | 2002–2004 | Public-company CFO experience |
| Informix Corp. (now Ascential Software) | Chief Financial Officer | — | Public-company CFO experience |
| Oxford Health Plans | Chief Financial Officer | — | Managed care CFO experience |
| WellPoint, Inc. | Chief Financial Officer | — | Managed care CFO experience |
| Arthur Andersen & Co. | Senior Auditor; CPA (inactive) | — | Financial reporting/audit foundation |
| Capstone Green Energy Corp. | Director; Audit Committee Chair; Compensation Committee Member | 2017–Feb 2025 | Chaired audit; board-level oversight |
| Maxwell Technologies | Director; Audit Committee Member; Compensation Chair; Nominating & Governance Chair | 2008–2017 | Chaired multiple committees |
| Magnatek, U.S. Oncology, BioScrip | Director; Audit Committee Chair (various) | — | Audit leadership roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cohu, Inc. (public; semiconductor equipment) | Director; Audit Committee Member; Nominating & Governance Committee Member | Since May 2021 | Current public company board service |
| Methodist Health System (non-profit, Texas) | Director; Finance Committee Member | Since 2008 | Long-standing non-profit oversight |
Board Governance
- Independence: Board determined all directors except CEO (Kao) and Chair (Konowiecki) are independent; Jorden is independent .
- Board class/tenure: Class III; director since 2022; term expires 2027 .
- Committee assignments: Audit Committee Chair; committee members are Bilney, Jorden (Chair), McCarthy; Jorden is designated the Audit Committee Financial Expert .
- Audit Committee remit: Oversees major financial risk exposures, internal control, external auditors, disclosure controls, related party transactions, and data protection/cybersecurity .
- Attendance/engagement: In 2024 the Board met 7 times; Audit Committee met 5 times. All directors except Dr. McClellan attended at least 75% of Board/committee meetings—indicating Jorden met attendance expectations .
- Executive sessions: Independent directors meet in executive session at least quarterly .
- Lead Independent Director context: Lead Independent Director is Margaret McCarthy (not Jorden) .
Committee Roles (Detail)
| Committee | Role | Key Oversight Areas |
|---|---|---|
| Audit | Chair; Financial Expert | Financial reporting, ICFR, auditor oversight, related-party approvals, disclosure controls, data privacy & cybersecurity |
Fixed Compensation (Non-Employee Director)
- Policy framework: For 2024, non-employee directors received an aggregate annual value of $250,000 (mix of $0–$100k cash at director’s election; balance in RSUs). Additional fees: Audit Chair $25,000 (raised to $30,000 for 2025); Audit Committee members $10,000 (raised to $15,000 for 2025). For 2025, the aggregate annual value increased to $290,000. Directors may defer RSUs per policy .
- 2024 actual for Jorden:
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 113,750 |
| Stock Awards (RSUs) | 150,000 |
| Total | 263,750 |
Performance Compensation
Directors receive time-based equity (restricted stock/RSUs) under the non-employee director policy; there are no disclosed performance metrics for director equity awards.
| Performance Metric | Weight/Target | Status |
|---|---|---|
| Not applicable to non-employee director awards | — | Director equity grants are time-based (no performance metrics) |
Other Directorships & Interlocks
| Company | Public/Private | Committee Roles | Notes |
|---|---|---|---|
| Cohu, Inc. | Public | Audit; Nominating & Governance | Current external public board |
| Methodist Health System | Non-profit | Finance | Current external non-profit board |
- Compensation Committee Interlocks: None reported for ALHC’s Compensation Committee in 2024 (Jorden is not on Comp Committee) .
- Related party transactions: No transactions involving Ms. Jorden were disclosed in 2024–2025; Audit Committee (which she chairs) oversees related-party approvals .
Expertise & Qualifications
- Former CFO of multiple public companies; deep financial reporting and capital markets expertise .
- Audit Committee Financial Expert designation at ALHC; CPA (inactive) credentials .
- Health care payer/provider exposure (Oxford, WellPoint; U.S. Oncology board role) and technology/industrial exposure (Informix; Cohu; Maxwell; Magnatek) .
- NACD Board Leadership Fellow (board governance credential) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (Apr 7, 2025) | 80,476 shares; less than 1% of outstanding |
| Unvested Outstanding Director RSUs (as of Dec 31, 2024) | 39,462 RSUs |
| Stock Ownership Guidelines (Non-Employee Directors) | 5x annual cash Board retainer ($500,000) |
| Compliance with Guidelines | As of Dec 31, 2024, all non-employee directors were in compliance |
| Hedging/Pledging | Insider Trading Policy prohibits pledging and short-sales; long-term hedges require pre-clearance |
Governance Assessment
- Strengths for investor confidence: Independent director serving as Audit Chair with “financial expert” designation; clear oversight of financial reporting, related parties, and cybersecurity; robust meeting cadence; general director attendance at/above 75%; equity-based director pay supports alignment; directors meet 5x cash retainer ownership guideline and are in compliance .
- Conflicts/related-party exposure: None disclosed for Jorden; Audit Committee reviews related-party transactions; 2024–2025 related-party items involved others (e.g., services by a firm where the Chair’s son is a partner), not Jorden .
- Workload/overboarding: Disclosed to hold one other current public board (Cohu) plus a long-standing non-profit board—within typical investor thresholds; no attendance concerns flagged for her in 2024 .
- Shareholder context: Say-on-pay approval improved to ~86.7% in 2024, indicating broader governance support environment (while not director-specific) .
RED FLAGS: None identified specific to Ms. Jorden in 2024–2025 disclosures (no related-party ties, no pledging, attendance met threshold, compensation structure standard for non-employee directors) .