Coretha Rushing
Alight, Inc. / DelawareAbout Coretha M. Rushing
Independent Class III director at Alight (ALIT) since 2024; age 69. Veteran CHRO with 36+ years in human resources leadership, including Corporate VP & CHRO at Equifax (2006–2020) and SVP & CHRO at Coca‑Cola (1996–2005), plus senior roles at PepsiCo (Pizza Hut) and IBM. Education: M.Ed. in Human Resources & Counseling (George Washington University) and B.S. in Early Childhood Development & Industrial Psychology (East Carolina University). Designated to the Board via a Cooperation Agreement with Starboard in May 2024; currently serves on the Compensation and Nominating & Corporate Governance Committees and is classified as independent by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Equifax (NYSE: EFX) | Corporate Vice President & Chief Human Resources Officer | 2006–2020 | Led global HR; public-company CHRO experience relevant to Alight client base |
| Coca‑Cola (NYSE: KO) | Senior Vice President & CHRO | 1996–2005 | Enterprise-scale HR transformation experience |
| PepsiCo/Pizza Hut (Nasdaq: PEP) | Senior HR roles | 1994–1996 | Multi-unit consumer HR operations |
| IBM (NYSE: IBM) | Senior HR roles | 1983–1994 | Large-scale technology HR experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| ThredUp (Nasdaq: TDUP) | Director | Jan 2022–present | Compensation Committee member |
| The ExCo Group (f/k/a Merryck & Co.) | Managing Director & Executive Mentor | 2020–present | Executive coaching/mentoring firm |
| CR Consulting Alliance, LLC | President | 2019–present | HR consulting |
| Benefitfocus.com, Inc. | Director | Mar 2021–Jan 2023 | Public cloud benefits platform (former) |
| 2U, Inc. (Nasdaq: TWOU) | Director | Apr 2016–Sep 2024 | Ed‑tech (former) |
| Nuvei, Inc. (Nasdaq: NVEI) | Director | Aug 2023–Apr 2024 | Payments (former) |
Board Governance
| Item | Detail |
|---|---|
| Board class/term | Class III; term expires at 2027 annual meeting |
| Independence | Board determined independent under NYSE standards |
| Committees | Compensation Committee; Nominating & Corporate Governance Committee |
| Committee chair roles | None (member only) |
| Attendance | All incumbents (other than Denise Williams at 71%) attended ≥75% of Board/committee meetings in 2024; Board met 31x; Compensation 7x; Nominating & Corporate Governance 7x |
| Appointment source | Added under May 5, 2024 Cooperation Agreement with Starboard (activist), alongside appointing CEO David Guilmette to the Board |
| Lead Independent Director | No Lead Director currently; Board separates Chair (non‑executive) and CEO |
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Board member annual cash retainer (F’24 & Q1’25) | $70,000 | Paid quarterly; may elect cash/shares split |
| Board member annual equity grant (F’24 & Q1’25) | $150,000 | Time‑vested RSUs; typical 1‑year vest from grant date |
| Committee chair annual cash retainer | $30,000 (Audit); $20,000 (other committees) | Paid in cash unless elected otherwise |
| Committee member annual cash retainer | $15,000 (Audit); $10,000 (other committees) | Paid in cash unless elected otherwise |
| Program update effective Q2’25 | Cash retainer $85,000; Board equity $200,000; Chair cash $200,000 + Chair equity $200,000 | Reflects refreshed Board structure from March 1, 2025 |
| Ms. Rushing—2024 director compensation | Fees $52,298; Stock awards $173,351; Total $225,649 | Elected to receive 50% of annual cash retainer in unrestricted shares |
Performance Compensation
| Equity element | Plan design | Vesting/Performance |
|---|---|---|
| Annual director RSUs | Fixed-value annual grant | Time‑vested; typically cliff vest on first anniversary of grant date; accelerates on death/disability/CIC‑related terminations as disclosed |
| Performance metrics | None disclosed for non‑employee director awards | Director equity is time‑based; no performance conditions disclosed |
Other Directorships & Interlocks
- Current public board: ThredUp (Compensation Committee) .
- Activism/appointment interlock: Rushing joined Alight’s Board via a Cooperation Agreement with Starboard (8.4% holder as of Dec 10, 2024 filing); Company reimbursed Starboard ~$0.6m in expenses related to its engagement (non-disparagement and standstill included) .
- No related-party transactions disclosed involving Ms. Rushing; related-party section lists other relationships (e.g., FNF, InMoment, BlackRock) but none tied to her .
Expertise & Qualifications
- People & Culture leadership (CHRO at Equifax and Coca‑Cola); Corporate Governance; Industry Knowledge—benefits administration and HR tech; Strategic Planning; Senior Leadership—reflected in Board skills matrix .
- Independent status affirmed under NYSE rules .
- Education: M.Ed. (GWU); B.S. (East Carolina) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Class A) | 11,419 shares (<1%) |
| RSUs vesting within 60 days (included above) | 3,294 shares for Ms. Rushing (right to acquire within 60 days) |
| Shares outstanding (for context) | 531,889,913 Class A; 510,115 Class V (Apr 7, 2025) |
| Ownership guidelines (directors) | 5x retainer (Chair: 10x); 5 years to comply; retain 100% of after-tax shares until compliant |
| Pledging/hedging | Company states no pledging or hedging of shares; robust ownership and clawback policies |
| Section 16 compliance | Company reports timely filings for 2024 except one Form 4 for Daniel Henson; no exceptions noted for Rushing |
Governance Assessment
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Strengths
- Independent director with deep HR domain expertise aligned to Alight’s client base and operating model; serves on Comp and Nominating & Corporate Governance committees (key oversight roles) .
- Attendance at or above 75% in 2024 (Board and committees); Board and relevant committees met frequently amid strategic repositioning (31 Board, 7 Comp, 7 N&CG meetings) .
- Director pay structure is equity-heavy (time‑vested RSUs) with robust stock ownership guidelines (5x retainer) and clawback policy, supporting alignment with shareholders; no pledging/hedging allowed .
- Board-wide Say‑on‑Pay support strong (over 95% in 2024), signaling shareholder confidence in compensation governance .
-
Potential concerns/monitoring points
- Activist involvement: Appointment under Starboard Cooperation Agreement; while Rushing is independent under NYSE rules, activist-related designations can raise perceived influence/interlock risk; Company reimbursed ~$0.6m to Starboard for engagement expenses .
- No disclosed related-party transactions involving Rushing; continue monitoring for any dealings with companies where she holds board or leadership roles (e.g., ThredUp) though none are disclosed currently .
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Net view
- Governance and alignment appear strong: independent status, meaningful equity ownership requirements, and placement on key committees. Activist-appointment context is a watch item but not a disclosed conflict; no Section 16 or related-party red flags tied to Rushing were reported .
Notes on director compensation program design and vesting
- Non‑employee director RSUs typically vest on the first anniversary of grant date; accelerate upon death, disability, certain involuntary terminations near change‑in‑control, as disclosed .
- As of Q2’25, Alight increased director cash/equity retainer values, maintaining a majority‑equity design for director compensation .