Jeremy Heaton
Alight, Inc. / DelawareAbout Jeremy Heaton
Jeremy J. Heaton is Alight’s Chief Financial Officer (CFO) since May 8, 2024 (age 48). He previously served as Operating CFO (Aug 2023–May 2024) and EVP of Finance (May 2020–Aug 2023). Prior to Alight, he spent 20+ years at General Electric in global finance, including leading GE Healthcare’s $21B biopharma divestiture in 2018–2020 . Under his finance stewardship in 2025, Alight guided to revenue of $2.252–$2.282B, adjusted EBITDA of $595–$620M, adjusted diluted EPS of $0.54–$0.58, and FCF of $225–$250M (as of Nov 5, 2025) . On the Q2 2025 earnings call, Heaton tightened outlooks, noting participant volumes flat and a ~$45M midpoint revenue downgrade, while reaffirming adjusted EBITDA and FCF ranges (execution and margin focus) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alight | Chief Financial Officer | May 2024–present | Leads financial strategy and operations . |
| Alight | Operating Chief Financial Officer | Aug 2023–May 2024 | Oversaw finance operations during leadership transition . |
| Alight | EVP, Finance | May 2020–Aug 2023 | Corporate finance, strategic planning, M&A support . |
| GE Healthcare | Transition Leader | Jul 2018–May 2020 | Led $21B sale of biopharma business . |
| General Electric | Various senior finance roles | 2003–2018 | Corporate finance, strategic planning, M&A . |
External Roles
- No public company board roles or external directorships disclosed for Heaton in the 2025 proxy’s Executive Officers section .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | 450,000 | 525,000 | Raised 17% with CFO appointment in 2024 . |
| Target Annual Bonus (% of salary) | 75% pre-May (implied) | 100% target; pro‑rated effective 93.8% in 2024 | Increased to 100% upon CFO appointment in May 2024 . |
| 2024 Bonus (VCP) Payout ($) | — | 194,977 | Company funding 36%, individual modifier 110%, calculated on eligible base salary . |
| 2024 Special Transaction Bonus ($) | — | 750,000 | One‑time award tied to business divestitures completion (1). |
(1) Footnote (1) specifies the July 2024 special transaction bonus to Heaton for consummating the payroll and professional services divestitures .
Performance Compensation
Annual Incentive Plan (VCP) Design and 2024 Outcomes
- Metrics: Adjusted EBITDA and Revenue (bonus pool 0–150% vs targets); individual modifier 0–200% .
- 2024 Company results: VCP funding 36% (Adj. EBITDA achieved 20% of budget funding; Revenue 23%) .
- Heaton 2024 payout: $194,977 (36% company funding; 110% individual modifier; effective 93.8% target due to pro‑ration) .
| Element | Weighting | 2024 Target | 2024 Actual | Bonus Pool Funding |
|---|---|---|---|---|
| Adjusted EBITDA | 50% | $610.0M | $594.0M | 20% of element (translates to 13.0% overall) |
| Revenue | 50% | $2,350.0M | $2,353.0M | 102% of target (translates to 23.0% overall) |
| Total Funding | — | — | — | 36.0% |
Long-Term Incentives (LTI) – Structure
- Mix: 50% PRSUs (3-year cumulative revenue and adjusted EBITDA, 0–200% payout), 50% RSUs (3-year ratable vesting) .
- Company does not grant stock options currently .
Heaton – 2024 Grants and Vesting Schedules
| Grant Date | Award Type | Target Shares | Vesting/Performance |
|---|---|---|---|
| 3/14/2024 | PRSU | 142,857 | 3-year cumulative Revenue (50%) and Adjusted EBITDA (50%), 0–200% payout at end of period . |
| 3/14/2024 | RSU | 142,857 | Time-vested in three equal annual installments, service-based . |
| 3/17/2024 | Special PRSU (Retention) | 201,845 | Earn 1/3 annually (2024–2026) on Revenue (50%) and EBITDA margin expansion (50%); annual rTSR modifier ±25% vs Russell 2000 . |
Realized Performance on Performance Plans
| Plan/Period | Metrics | Achievement | rTSR Modifier | Earned vs Target |
|---|---|---|---|---|
| 2022 PRSUs (CY2022–2024) | Cumulative BPaaS Revenue (50%), Revenue (50%) | 112.28% and 98.95% | n/a | 105.61% |
| 2024 Special PRSUs (Year 1) | Revenue (50%), EBITDA margin expansion (50%) | 200.00% and 83.33% | 82% (32nd percentile) | 116.17% |
Outstanding Equity Snapshot (as of 12/31/2024)
| Category | Shares |
|---|---|
| 2024 RSUs outstanding | 142,857 (annual LTI) |
| 2024 PRSUs target outstanding | 142,857 (annual LTI) |
| 2024 Special PRSUs target outstanding | 134,564 and 78,160 (components shown in table) |
| Prior awards (selected) | 2023 RSUs 18,510; 2023 PRSUs 27,765; 2022 RSUs 7,501; 2020 equity 54,696 |
Note: RSUs vest in three equal annual tranches; special PRSUs assess annually with rTSR modifier; standard PRSUs cliff-vest after three years subject to performance certification .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 516,799 Class A shares (<1% of outstanding) as of April 7, 2025 . |
| Executive Ownership Guidelines | CFO must hold stock = 3x base salary . |
| Compliance Status | All NEOs (including Heaton) met ownership requirements as of record date . |
| Hedging/Pledging | Prohibited (no hedging or pledging; pre‑clearance only in exceptional cases; no such approvals granted to date) . |
| Clawback | Standalone Dodd‑Frank compliant clawback (Oct 2023) applies to incentive pay upon accounting restatements . |
Employment Terms
| Term | Heaton (CFO) | Source |
|---|---|---|
| Appointment | CFO since May 8, 2024 . | |
| Severance (without cause/with good reason) | Cash equal to 1x base salary ($525,000), 12 months health continuation ($18,697), and up to $50,000 outplacement . | |
| Change-in-Control (double-trigger) with qualifying termination | Cash equal to base ($525,000) + average 2022–2023 annual cash incentive ($377,613) = $902,613; 12 months health ($18,697); $50,000 outplacement; accelerate all time-vested RSUs; performance-vested RSUs vest at 100% of target . | |
| Equity Acceleration (CIC with termination) – Estimated Value | Time-vested RSUs $1,906,681; Performance-vested RSUs $2,111,887 (as of 12/31/2024) . | |
| Restrictive Covenants | Not specifically detailed for Heaton in proxy (executives covered by standard severance letter agreements) . |
Compensation Structure Analysis
- Majority at-risk pay: Annual bonus (revenue, adjusted EBITDA) and multi-year PRSUs (revenue, adjusted EBITDA), plus special PRSUs (revenue, margin expansion) with annual rTSR modifier create strong linkage to growth and profitability as well as relative shareholder returns .
- 2024 pay-for-performance: Company VCP funding was 36% amid softer bookings/volumes and portfolio repositioning; Heaton’s payout was formulaic with a 110% individual modifier, demonstrating down-capture in weak years .
- Retention/integration emphasis: Heaton received a one-time $750,000 transaction bonus tied to closing the divestitures and a sizable special PRSU (201,845 target) with performance and rTSR features enhancing retention while maintaining performance gates .
- Governance safeguards: No options granted; no hedging/pledging; robust ownership guidelines (CFO 3x base) with compliance achieved; Dodd-Frank clawback in place .
- Vesting/selling pressure: RSUs vest ratably over three years; special PRSUs vest annually upon performance certification with rTSR modifier; these schedules can create periodic liquidity events but are standard and performance-gated .
Performance & Track Record
- 2025 outlook and mid-year update: As of Nov 5, 2025, Alight guided to revenue of $2.252–$2.282B, adjusted EBITDA of $595–$620M, EPS of $0.54–$0.58, and FCF of $225–$250M . In Q2 2025, Heaton noted flat participant volumes and lowered revenue by ~$45M at the midpoint, while reaffirming adjusted EBITDA and FCF, emphasizing margin and cash discipline .
- Strategic priorities articulated by Heaton: refocus on core employee benefits services, improve commercial execution, and leverage partnership distribution (e.g., Goldman Sachs) via Alight Worklife; recurring revenue variability tends to be within ~1 point QoQ with client churn dynamics, per conference commentary .
- 2024 LTI performance certification: 2022 PRSU cohort earned 105.61% of target; 2024 special PRSU Year 1 earned 116.17% after rTSR down-modifier, evidencing mixed but positive progress on growth/margin goals .
Compensation Committee, Peer Group, and Say‑on‑Pay
- Independent compensation consultant, peer benchmarking, and annual reviews underpin design; 2024 peer group includes Paychex, Workday, Broadridge, Genpact, ExlService, TriNet, WEX, and others .
- 2024 say‑on‑pay received >95% approval, indicating shareholder support for pay design and outcomes .
Investment Implications
- Alignment: Heaton’s incentives are tightly tied to revenue growth, adjusted EBITDA/margin expansion, and relative TSR, promoting balanced growth and profitability with external performance gating (positive for shareholder alignment) .
- Retention vs. dilution: The 2024 special PRSU enhances retention through staged performance vesting; investors should monitor annual certifications and subsequent share deliveries for incremental supply over 2024–2026 .
- Governance quality: Prohibitions on hedging/pledging, robust ownership guidelines (met), and a Dodd-Frank clawback reduce downside governance risk .
- Execution watchpoints: 2025 guide embeds volume softness and a prior revenue downgrade; the emphasis on margin/FCF delivers downside protection, but top-line reacceleration and partnership monetization execution remain key for upside .