David Guilmette

About David Guilmette

David D. Guilmette, age 64, is Alight’s Director, Vice Chair and Chief Executive Officer. He joined the Board in May 2024, became Vice Chair in July 2024, and was appointed CEO effective August 20, 2024 . He previously led Aon’s Global Health Solutions (CEO, 2019–2023), served as Strategic Advisor to Aon’s CEO (2023–2024), ran Cigna’s Global Employer segment (2012–2019) and National/Pharmacy & Product division (2010–2012), and was Managing Director at Towers Perrin (2005–2010). He holds a B.A. in Political Science from the University of Chicago and sits on the board of SwordHealth; he is also co‑founder of WorldClass Health . Company performance context: 2024 TSR equaled $77.02 vs Russell 2000 at $102.97, Net Income was $(159) million and Adjusted EBITDA $556 million; prior years show Adjusted EBITDA of $739 million (2023) and $659 million (2022) . Alight’s 2024 VCP measurement used revised targets excluding divested units; actual revenues were $2.353B (target $2.350B) and adjusted EBITDA was $594M versus a $610M target .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Annual Cash Incentive (VCP) – FY2024

VCP was based on revenue and Adjusted EBITDA with threshold 0% and maximum 150% pool funding; goals were revised after divestitures to exclude disposed units .

Long‑Term Incentives (Performance Shares)

Equity Ownership & Alignment

Employment Terms

Board Governance and Director Service

• Board leadership is separated: non‑executive Chair (Russell P. Fradin); CEO serves as Vice Chair; no Lead Independent Director currently .
• Guilmette initially served on the Audit Committee but resigned upon CEO appointment; he is not currently a committee member .
• Independence: 9 of 11 directors are independent; Guilmette, as CEO, is not an independent director .
• Board and committee meetings in 2024: Board met 31 times; Audit 8; Compensation 7; Nominating & Governance 7; all incumbents met ≥75% attendance except Ms. Williams (71% due to scheduling conflicts) .
• Director compensation program refreshed in Feb 2025; applies to non‑employee directors (not to Guilmette due to employee status) .

Director Compensation (during non‑employee period in 2024)

Guilmette’s director compensation for the 2024 non‑employee period is included within his SCT line after he became CEO; specific board RSU grants: 3,294 RSUs (vest May 6, 2025) and 21,156 RSUs (vest July 2, 2025) .

Compensation Peer Group and Say‑on‑Pay

• Peer Group used to benchmark pay includes ASGN, Broadridge, Ceridian, EPAM, ExlService, Genpact, HealthEquity, Insperity, Maximus, Paychex, TriNet, TTEC, WEX, WNS, Workday; added Maximus and Workday; removed Black Knight, Citrix, CACI due to size/transactions. No targeted percentile; peer data used as reference .
• 2024 Say‑on‑Pay approved by over 95% of votes cast; annual advisory vote practice continues .

Performance & Track Record

• 2024 highlights under Guilmette’s leadership and the broader reset: completion of cloud migration, divestiture of Payroll and Professional Services, strengthened recurring revenue momentum, strong bookings and renewals, debt reduction, initiation of quarterly dividend and increased share repurchase authorization; Board refresh aligned to strategic direction .
• Pay‑versus‑performance shows CAP and TSR trends; 2024 TSR at $77.02 vs Russell 2000 at $102.97; Adjusted EBITDA $556M; Net Income $(159)M .

Compensation Structure Analysis

• Majority of CEO pay at risk via VCP and equity; 2024 SCT shows $6.67M stock awards vs $0.32M salary and $0.23M cash incentive .
• Shift to PRSUs and RSUs—no stock options currently granted; option‑like awards not used in 2024 .
• Performance metrics tightened post‑divestiture; VCP and PRSU criteria revised to exclude divested units .
• Clawback strengthened in Oct 2023; hedging/pledging prohibited (alignment positive) .

Risk Indicators & Red Flags

• Hedging/pledging barred; board has not granted exceptional pre‑clearance—reduces misalignment and credit risk from pledging .
• Related party transactions overseen by Audit Committee; none material to Guilmette disclosed .
• Code of Conduct had no officer/director waivers in 2024 .
• Board refreshed with independent directors and new Chair; Sponsor Investors retain designation rights under Investor Rights Agreement (governance influence to monitor) .

Equity Award Grants and Vesting Detail

Potential Payments Upon Termination

Board Service History & Dual‑Role Implications

• Guilmette is Vice Chair and CEO; Alight separates Chair and CEO roles to balance governance and management oversight; current Chair is independent (Russell P. Fradin). Vice Chair may preside in Chair’s absence .
• Guilmette is not on standing committees given executive status; independence concerns are mitigated by a majority‑independent Board and fully independent standing committees .

Investment Implications

• Alignment: Strong pay‑for‑performance design with revenue, EBITDA, and margin metrics; strict hedging/pledging prohibitions and robust ownership requirements support shareholder alignment .
• Retention risk: Significant unvested RSUs/PRSUs and multi‑year vesting reduce near‑term selling pressure; severance terms are moderate relative to large‑cap norms (1x–2x base plus pro‑rata bonus) .
• Execution focus: Post‑divestiture metrics and governance refresh raise accountability; TSR lag vs Russell 2000 underscores need for durable revenue growth and margin expansion (special PRSUs embed rTSR modifier against Russell 2000) .
• Governance: Sponsor Investors’ director designation rights persist, but Board majority independence and separation of Chair/CEO balance influence; continuous investor engagement and prior >95% Say‑on‑Pay support signal program credibility .