Michael Hayes
Alight, Inc. / DelawareAbout Michael E. Hayes
Michael E. Hayes (age 54) is an independent director of Alight, Inc. (ALIT), appointed in 2025; he serves on the Audit and Compensation Committees. He is Managing Director at Insight Partners (since January 2024) and previously served as COO of VMware (2020–2024), SVP/Head of Strategic Operations at Cognizant (2017–2020), and held Chief of Staff/COO roles at Bridgewater Associates (2013–2017). A former U.S. Navy SEAL Commander, Hayes is a White House Fellow alum, holds an M.A. in Public Policy from Harvard Kennedy School, and a B.A. from Holy Cross College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VMware | Chief Operating Officer | Oct 2020–Jan 2024 | Led global business operations and SaaS transition; oversaw enterprise technology, data/analytics, and transformation . |
| Cognizant Technology Solutions | SVP & Head of Strategic Operations | Jan 2017–Oct 2020 | Ran ~$2B P&L for global financial services clients; scale and growth initiatives . |
| Bridgewater Associates | Chief of Staff to CEO/COO | Jul 2013–Jan 2017 | Senior operating roles at world’s largest hedge fund . |
| U.S. Navy SEALs | Commanding Officer, SEAL Team TWO | ~1993–2013 (20 years) | Led 2,000-person Special Operations Task Force in Afghanistan; Bronze Star (valor) and Defense Superior Service Medal . |
| National Security Council (White House Fellow) | Director, Defense Policy & Strategy | 2008–2009 | Worked on START Treaty negotiations; managed high-profile crisis responses . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Insight Partners | Managing Director | Jan 2024–Present | Global software investment firm; 800+ portfolio companies . |
| Immuta (private) | Board Member | Current | Data governance company board service . |
| National Medal of Honor Museum | Founding Board Member | Current | Non-profit board . |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member .
- Independence: The Board affirmatively determined Hayes meets NYSE independence criteria; all standing committees are fully independent .
- Committee structure and oversight:
- Audit: Financial reporting, auditor oversight, risk, internal controls, cybersecurity; 2024 meetings: 8 .
- Compensation: Executive/director pay, equity plans, risk in compensation; 2024 meetings: 7 .
- Nominating & Corporate Governance: Board composition, governance policy, succession, ESG oversight; 2024 meetings: 7 .
- Board leadership: Non-executive Chair (Russell P. Fradin); CEO/Vice Chair roles separated; no Lead Director currently .
- Attendance: In 2024, Board met 31 times; all incumbents ≥75% attendance except Denise Williams (71% due to conflicts). Hayes joined in 2025; 2024 attendance not applicable .
Fixed Compensation (Non-Employee Director Program)
| Component | Annual Amount (FY2024/Q1 2025) | Annual Amount (as of Q2 2025) | Notes |
|---|---|---|---|
| Board cash retainer | $70,000 | $85,000 | Quarterly payment; option to receive fully vested shares in lieu of cash . |
| Board equity grant (RSUs) | $150,000 | $200,000 | Directors receive majority of compensation in RSUs; director RSUs vest on first anniversary of grant date . |
| Chair of the Board cash retainer | $300,000 | $200,000 | Chair equity grant introduced at $200,000 from Q2 2025 . |
| Committee chair cash retainer | $30,000 (Audit); $20,000 (others) | $30,000 (Audit); $20,000 (others) | Applies to committee chairs . |
| Committee member cash retainer | $15,000 (Audit); $10,000 (others) | $15,000 (Audit); $10,000 (others) | For committee membership . |
- Equity ownership guidelines: 5× retainer for non-employee directors; 10× for Chair; 5-year compliance window; must retain 100% of after-tax shares until threshold met .
Performance Compensation (Director)
- Directors receive time-vested RSUs; no performance-vested equity disclosed for directors. Alight emphasizes RSUs as majority of director pay; no discounted options, no excessive perquisites .
Other Directorships & Interlocks
- Current public boards: None disclosed for Hayes; Immuta and National Medal of Honor Museum are private/non-profit roles .
- Potential interlocks/conflicts: Hayes’ role at Insight Partners implies potential exposure to portfolio companies; Alight’s Related Party Transaction Policy mandates Audit Committee review/approval for any >$120,000 transactions with related persons, with abstention by interested committee members and arm’s-length terms . No related-party transactions disclosed involving Hayes or Insight Partners in FY2024 .
Expertise & Qualifications
- Skill matrix indicates Hayes contributes across Strategic Planning, Risk Management, Corporate Governance, Technology/Product Development, Privacy & Security, Marketing/Branding, People & Culture, Senior Leadership, and Industry Knowledge & Experience .
- Military leadership and White House policy experience underpin risk oversight and operational rigor .
Equity Ownership
| Holder | Shares of Class A | % of Class A | Shares of Class V | % of Class V | Notes |
|---|---|---|---|---|---|
| Michael E. Hayes | — | * | — | — | No Class A shares reported as of April 7, 2025; “*” denotes <1% . |
| Director ownership policy | N/A | N/A | N/A | N/A | Must reach 5× retainer within 5 years; retain 100% after-tax shares until compliant . |
- Securities Trading Policy, Code of Conduct, and practices prohibit hedging and pledging of shares; robust clawback policy exists .
Governance Assessment
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Independence and committee roles: Hayes is independent and serves on two key oversight committees (Audit and Compensation), aligning with investor expectations for board effectiveness .
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Alignment and incentives: Director compensation mix emphasizes equity (RSUs), with increased board equity grant to $200,000 from Q2 2025 and higher cash retainer, improving ownership alignment; stringent ownership guidelines bolster skin-in-the-game .
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Engagement and oversight: Strong committee cadence in 2024 (Audit: 8; Compensation: 7; NCG: 7) and explicit cybersecurity, risk, and ESG oversight frameworks suggest robust governance processes that Hayes participates in .
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Conflicts and related-party exposure: No disclosed related-party transactions involving Hayes; comprehensive policy and Audit Committee oversight mitigate potential conflicts from external affiliations (e.g., Insight Partners) .
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Shareholder signals: 2024 Say-on-Pay passed with >95% support, reflecting acceptance of compensation governance; Board leadership transition added experienced directors including Hayes, signaling a refresh aligned with strategic repositioning .
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RED FLAGS/Watch items:
- Initial ownership: Hayes reported no Class A holdings as of April 7, 2025; while common for new directors, monitor progress toward 5× retainer within the 5-year window .
- Sponsor influence: Investor Rights Agreement grants sponsor investors ongoing director designation rights (including Chair); while not tied to Hayes, it’s a structural governance consideration for board independence durability .
Overall, Hayes brings deep operational and risk leadership experience and sits on core oversight committees, with policies in place to manage conflicts and drive ownership alignment—factors supportive of investor confidence .