Russell Fradin

About Russell P. Fradin

Russell P. Fradin (age 69) was appointed to Alight’s board on March 1, 2025 and serves as non-executive Chairperson of the Board; he is classified as a Class II director with a term expiring at the 2026 annual meeting. He is an Operating Partner at Clayton, Dubilier & Rice (CD&R), previously served as President & CEO of SunGard Data Systems (2011–2015), Chairman & CEO of Aon Hewitt (including leading the 2010 Aon Consulting–Hewitt merger), CEO of BISYS Group, held senior executive roles at ADP, and was a senior partner at McKinsey. He holds an MBA from Harvard Business School and a BS in economics and finance from the Wharton School of the University of Pennsylvania .

Past Roles

External Roles

Board Governance

• Chairperson of the Board since March 1, 2025; board intentionally separated CEO and Chair roles; Fradin is not anticipated to serve on board committees at this time .
• Committee memberships (2024/2025): Audit (Chair: Siobhan Nolan Mangini), Compensation (Chair: Richard N. Massey), Nominating & Corporate Governance (Chair: Kausik Rajgopal); Fradin is not listed as a member on any committee .
• Independence status: The proxy lists independent directors and does not include Fradin among them (9 of 11 directors independent); Fradin was designated to the Board by the “Sponsor Designator” under the Investor Rights Agreement (IRA), which grants sponsor investors designation rights, including the Chair seat—this influences governance structure and removal rights for designated directors .
• Attendance: In 2024, Board met 31 times; Audit 8, Compensation 7, Nominating 7. All incumbent directors attended ≥75% of meetings except Denise Williams (71% due to conflicting obligations) .
• Director nomination and search: Nominating & Governance oversaw 2024 CEO succession and engaged a professional search firm for new directors including Fradin .

Fixed Compensation

Additional compensation update and one-time grant:

• On Feb 13, 2025, the board approved a Director Compensation Program effective March 1 for new directors and April 1 for continuing directors: Chair cash retainer $200,000; Chair annual equity retainer $300,000; plus an additional RSU grant of $500,000 to Fradin upon appointment; members of Audit (+$15,000), Compensation (+$10,000), and Nominating (+$10,000) receive incremental retainers .

Performance Compensation

Performance metrics: No performance-conditioned equity is disclosed for directors; director equity is time-vested RSUs (no revenue/EBITDA/TSR metrics for board compensation) .

Other Directorships & Interlocks

• Related-party transactions oversight: The Audit Committee pre-approves ordinary-course transactions with portfolio companies of 5% holders and monitors those involving actively involved sponsor investors; specific 2024 transactions tied to Foley affiliates were disclosed, but Fradin had no Item 404(a) transactions reported in his appointment 8-K .

Expertise & Qualifications

• Skills matrix highlights for Fradin: Strategic planning, risk management, corporate governance, privacy & security, financial control/audit, marketing/branding, people & culture, senior leadership, CEO experience, and industry knowledge & experience relevant to benefits administration and software/technology .

Equity Ownership

• Stock ownership guidelines: Chair must maintain equity equal to 10x retainer; other non-employee directors 5x retainer. Directors who have not met thresholds must retain 100% of after-tax shares until compliant; five-year window to meet guidelines. The proxy states all non-employee directors either achieved minimum thresholds or are working toward compliance within five years .

Governance Assessment

• Strengths: Separation of Chair and CEO; fully independent standing committees; structured risk oversight; regular executive sessions; majority-independent board (9 of 11); robust director skills matrix; strong say-on-pay approval (432.9M for vs. 25.8M against in 2025) indicating investor support .
• Potential risks/RED FLAGS:
  • Sponsor influence: Chair (Fradin) was designated under the Investor Rights Agreement; designated directors can only be removed with sponsor consent, which may constrain board independence, though committees remain independent .
  • Independence: Fradin is not listed among directors the board identifies as independent; investors may scrutinize chair independence versus governance best practice .
  • Pay structure change: Chair equity retainer discrepancy between Feb 2025 8-K ($300k) and Q2 2025 proxy program ($200k) plus a one-time $500k RSU—ensure alignment and rationale are communicated; majority of director pay in RSUs aligns interests but onboarding grant size warrants monitoring .
• Engagement/attendance: 2024 meeting cadence was high (31 board meetings); attendance overall strong with one exception noted, supporting active oversight .

Appendix: Voting Outcomes (Investor Sentiment Signals)

Director compensation structure and ownership alignment are codified; directors receive a majority of compensation in RSUs, with clear ownership guidelines (Chair 10x retainer; others 5x), and an independent committee framework overseeing related-party matters and succession processes .