Martin Felli
Alight, Inc. / DelawareAbout Martin Felli
Martin T. Felli (age 57) is Alight’s Chief Legal Officer and Corporate Secretary, serving as an executive officer since 2023; he joined Alight in January 2023 after 28+ years in legal leadership roles and is the signatory on recent 8-K filings as CLO and Corporate Secretary . He holds a J.D. from the University of Pennsylvania Law School and a B.A. magna cum laude from Baruch College . Pay-for-performance signals include a 2024 Variable Compensation Plan (VCP) bonus of $103,275 driven by Company funding (36%) and an individual modifier (85%) on a 75% of salary target, and a one-time $850,000 cash bonus recognizing his role in the 2024 divestitures; long-term incentives are split 50% RSUs/50% PRSUs tied to revenue and Adjusted EBITDA, with special PRSUs also awarded for retention/execution . Company PRSU performance for the FY2022–FY2024 period was certified at 105.61% of target (BPaaS revenue and total revenue mix), and the first tranche of 2024 special PRSUs paid out at 116.17% of target for Felli and certain peers, underscoring alignment to multi-year operating goals .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Blue Yonder Holding, Inc. (Blackstone/New Mountain Capital-backed supply chain software) | Executive Vice President, Chief Legal and Chief Administrative Officer | 2018–Apr 2022 | Led legal and administrative functions at a PE-backed supply chain software leader . |
| Blue Yonder (prior roles) | Senior legal leadership | 2013–2018 | Progressive legal leadership roles supporting company growth . |
| Ecotality, Inc. | General Counsel and Corporate Counsel | 2011–2013 | Led legal at an energy technology company . |
| Clear Channel Outdoor, Inc. | Senior legal positions | 2006–2011 | Senior legal leadership at a media/advertising company . |
| HBO | Senior legal positions | 2000–2004 | Legal roles at a leading media company . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Phoenix Country Day School (Phoenix, AZ) | President and Chairman, Board of Trustees | Not disclosed | Non-profit governance leadership . |
| American Bar Foundation | Fellow | Not disclosed | Professional recognition in legal community . |
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Base salary (proxy SCT) | $440,625 | $450,000 |
| Base salary (as of Dec 31) | $450,000 | $450,000 |
| Bonus (special/transaction) | — | $850,000 |
| Stock awards (grant-date fair value) | $2,699,996 | $1,174,982 |
| Non-equity incentive plan compensation (VCP) | $106,623 | $103,275 |
| All other compensation | $10,530 | $24,031 |
| Total compensation | $3,257,775 | $2,602,287 |
Breakdown of “All Other Compensation” (2024):
- Life insurance: $2,894; 401(k) match: $13,616; Executive physical: $4,298; Tax payments: $3,223; Total: $24,031 .
Performance Compensation
Annual Cash Incentive (VCP) – Design and 2024 Outcome
| Item | Detail |
|---|---|
| Performance metrics and weighting | Revenue (50%), Adjusted EBITDA (50%) . |
| Felli’s VCP target | 75% of base salary . |
| Eligible base salary for 2024 VCP | $450,000 . |
| Company funding achieved | 36% . |
| Individual performance modifier | 85% . |
| Actual VCP payout (2024) | $103,275 . |
Long-Term Incentives – Program Structure
- Mix: 50% RSUs (time-vested), 50% PRSUs (performance-vested) .
- 2024 PRSUs: 3-year performance period (FY2024–FY2026); revenue and Adjusted EBITDA (50%/50%); payout 0–200% of target; 100% vest at end of period (cliff vest) .
- 2023 PRSUs: cliff vest March 1, 2026; 2024 PRSUs: cliff vest March 1, 2027 .
- 2024 special PRSUs: 33% of target vest each year over three 12‑month performance periods; first tranche (FY2024 period) certified at 116.17% for Felli and certain peers (paid Feb 28, 2025) .
Felli – 2024 Equity Grants and Vesting Schedules
| Grant date | Instrument | Target shares | Max shares | Grant-date fair value (USD) | Vesting schedule |
|---|---|---|---|---|---|
| Mar 14, 2024 | RSU | — | — | $274,995 | 33% on Mar 14, 2025/2026/2027 . |
| Mar 14, 2024 | PRSU (annual LTI) | 31,428 | 62,856 | Included in 2024 stock awards total $1,174,982 | Cliff vest Mar 1, 2027, subject to 3‑yr revenue/Adj. EBITDA results . |
| Mar 17, 2024 | PRSU (special) | 43,252 | 86,504 | $374,995 | 33% each 12‑mo period; FY2024 tranche paid at 116.17% on Feb 28, 2025 . |
| Sep 3, 2024 | RSU (one-time) | 34,106 | — | $249,997 | 33% on Sep 3, 2025/2026/2027 . |
Company PRSU performance (FY2022–FY2024 performance period):
| Metric | Target | Actual | Achievement | Weight | Earned (of PRSU) |
|---|---|---|---|---|---|
| Cumulative BPaaS Revenue ($B) | 1.958 | 2.007 | 112.28% | 50% | 56.14% |
| Revenue ($B) | 9.385 | 9.380 | 98.95% | 50% | 49.48% |
| Total | — | — | — | — | 105.61% |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (Class A shares) as of Apr 7, 2025 | 72,598 shares; <1% of Class A . |
| Options outstanding | None of the NEOs hold options . |
| Stock ownership guidelines (executives) | CEO: 6x salary; CFO: 3x; Other CEO direct reports: 2x salary . |
| Compliance status | All NEOs met applicable ownership requirements as of the record date . |
| Hedging/pledging policy | Prohibits hedging and pledging; pre-clearance possible only in exceptional cases; no pre-clearances to date . |
| Shares acquired on vesting (2024) | 50,790 shares; $462,697 value realized . |
Vesting calendar and potential selling pressure signals:
- RSUs from Mar 14, 2024 annual grant vest 33% on Mar 14, 2025/2026/2027 (tax-related share sales possible on each vest) .
- One-time RSUs from Sep 3, 2024 vest 33% on Sep 3, 2025/2026/2027 .
- Special PRSUs vest 33% annually based on performance; the FY2024 tranche paid at 116.17% of target on Feb 28, 2025 (future tranches contingent on results) .
- 2024 annual PRSUs cliff vest in 2027, creating a larger single-date vesting event contingent on 3‑year performance .
Employment Terms
Severance framework: Felli has a severance letter agreement (not an employment agreement); benefits apply upon termination without cause or resignation for good reason; separate change-in-control (CIC) terms apply on a double-trigger basis (six months prior to or within 18 months after a CIC with qualifying termination) .
Termination by Company without Cause or by Executive for Good Reason (as of Dec 31, 2024):
| Component | Amount |
|---|---|
| Cash severance | $450,000 (1x salary) . |
| Health plan continuation (12 months) | $17,709 . |
| Outplacement | $50,000 . |
| RSU acceleration | $0 (none) . |
| PRSU acceleration | $0 (none) . |
| Total | $517,709 . |
CIC with Termination (double trigger):
| Component | Amount |
|---|---|
| Cash severance | $556,623 (salary + 2024 annual cash incentive) . |
| Health plan continuation (12 months) | $17,709 . |
| Outplacement | $50,000 . |
| Time-vested RSU acceleration | $1,272,325 . |
| PRSU acceleration | $1,471,420 . |
| Total | $3,368,078 . |
Governance protections:
- Clawback policy adopted Oct 2023, compliant with Dodd-Frank/SEC Rule 10D‑1/NYSE 303A.14; requires recoupment of incentive comp after a restatement for current and former officers .
- No hedging or pledging (pre-clearance only under exceptional circumstances; none granted) .
Investment Implications
- Pay-for-performance alignment: Annual cash incentives are formulaic (revenue/Adjusted EBITDA with individual modifier), and PRSUs are tied to multi-year revenue and Adjusted EBITDA with 0–200% payout; recent certifications (105.61% on 2022 PRSUs and 116.17% on 2024 special PRSUs first tranche) signal execution against financial goals .
- Selling/flow dynamics: Multiple near-term RSU vesting dates (Mar 14 and Sep 3 in 2025–2027) and annual special PRSU tranches could create episodic selling pressure (tax-related), while a larger 2027 PRSU cliff vest is a more concentrated potential supply event .
- Retention and CIC economics: Baseline severance (1x salary) is modest; double-trigger CIC acceleration meaningfully increases equity value realization ($3.37M modeled), aligning incentives to supportive M&A outcomes without single-trigger windfalls .
- Alignment and governance: Beneficial ownership (72,598 shares) is modest as a percent of float but NEOs, including Felli, meet ownership guidelines; prohibitions on hedging/pledging and a compliant clawback reduce governance risk; 2024 say‑on‑pay approval exceeded 95%, indicating strong shareholder support for the program .
Note: 2024 “bonus” includes a $850,000 one-time cash payment recognizing execution of business divestitures, which is non-recurring; monitor 2025+ grant cadence and PRSU target-setting for any easing/tightening relative to plan to assess future pay-for-performance rigor .