Siobhan Nolan Mangini
Alight, Inc. / DelawareAbout Siobhan Nolan Mangini
Independent director of Alight, Inc. (ALIT); age 44; director since 2024. She serves as Audit Committee Chair and is a member of the Nominating & Corporate Governance Committee. Background includes President & CFO of NGM Bio (Nasdaq: NGM), CFO roles at NGM, senior finance and operating leadership at Castlight Health, and earlier experience at Bain & Company and investment management for the Kaiser Family Foundation. Education: MBA (Stanford GSB), MPA (Harvard Kennedy School), BS Economics (Wharton/UPenn); Chartered Financial Analyst (CFA) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NGM Bio (Nasdaq: NGM) | President & CFO | Jun 2022 – Dec 2023 | Led finance and corporate operations through clinical stage development |
| NGM Bio (Nasdaq: NGM) | Chief Financial Officer | Jul 2020 – Jun 2022 | Public company CFO; capital markets and controls oversight |
| Castlight Health (NYSE: CSLT; formerly public) | President & CFO | Jul 2019 – Mar 2020 | Enterprise health & benefits software finance and operations leadership |
| Castlight Health | CFO; VP Finance & Biz Ops; Senior Director FP&A; Director Strategy | 2012 – 2019 | Strategy-to-execution; scaling finance/org capabilities |
| Bain & Company | Management Consultant | Prior to 2012 | Strategy and performance improvement |
| Kaiser Family Foundation | Investment Management (Endowment) | Prior to 2012 | Portfolio and fiduciary management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marathon Health (private) | Director; Audit Chair | Since Aug 2021 | Audit oversight; private primary care platform |
| Cityblock Health (private) | Director; Audit Chair | Since Feb 2024 | Audit leadership; tech-enabled care for complex communities |
| SmithRx (private PBM) | Director | Since Jan 2023 | Governance and financial oversight |
| Virta Health (private) | Director | Since Feb 2023 | Strategy/finance input for diabetes reversal company |
| Artemis Health (private; prior) | Director; Audit Chair | Feb 2020 – Mar 2022 | Data warehousing; audit governance |
Board Governance
- Committee assignments: Audit Committee Chair; Nominating & Corporate Governance Committee member .
- Audit Committee financial expert: qualifies under SEC rules; all members independent and financially literate; Audit meetings held 8 times in 2024 .
- Independence: Board has determined Ms. Nolan Mangini is independent under NYSE standards .
- Attendance: In 2024, Board met 31 times; Audit (8), Compensation (7), Nominating (7). All incumbent directors attended ≥75% of meetings except Ms. Williams (71%); thus Ms. Nolan Mangini met the ≥75% threshold .
- Governance practices: Non-executive chair; 9 of 11 directors independent; fully independent standing committees; regular executive sessions; directors receive majority of compensation in RSUs; robust ownership guidelines; clawback policy; no pledging/hedging .
- Board leadership/influence: Sponsor Investors retain designation rights for up to three of eleven directors including Chair, with removal and nomination consent rights; potential influence over board composition and CEO-designated seat subject to ownership thresholds .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash (2024) | $82,527 | As a non-employee director; elected to receive 100% cash for retainer |
| Annual cash retainer (program) | $70,000 (FY 2024 & Q1 2025); $85,000 (as of Q2 2025) | Chairperson excluded from member retainer |
| Committee chair cash retainer | $30,000 (Audit); $20,000 (other committees) | Paid quarterly |
| Committee member cash retainer | $15,000 (Audit); $10,000 (other committees) | Paid quarterly |
Performance Compensation
| Component | Amount/Structure | Metrics/Vesting |
|---|---|---|
| Stock awards (2024) | $149,992 Grant Date fair value | Time-vested RSUs; vest on first anniversary of Grant Date (for directors); her 2024 grant date January 2, 2024 |
| Equity program (Q2 2025 update) | Board member annual equity grant $200,000 (up from $150,000) | Director equity is time-based; no performance metrics disclosed for directors |
| Chairperson equity grant | $200,000 (as of Q2 2025) | New for Chair role; time-based |
No director performance metrics disclosed; Alight ties director equity to time-based vesting, not revenue/EBITDA/TSR goals (those apply to NEO PRSUs) .
Other Directorships & Interlocks
| Company | Public/Private | Potential Interlocks/Exposure |
|---|---|---|
| Marathon Health; Cityblock Health; SmithRx; Virta Health | Private | No Alight-related party transactions disclosed with these entities; audit committee oversight of any related-party items via policy . |
Expertise & Qualifications
- Skills matrix highlights: Strategic planning, risk management, corporate governance, privacy/security, financial control/audit, people & culture, senior leadership, industry knowledge (health/benefits/tech) .
- Audit Committee responsibilities include cybersecurity/privacy oversight, ERM, internal controls, and auditor independence—areas aligned with her finance and operating background .
Equity Ownership
| Holder | Class A Shares | % of Class A | Class V Shares | % of Class V | Voting Power |
|---|---|---|---|---|---|
| Siobhan Nolan Mangini (as of Apr 7, 2025) | 17,835 | <1% | — | — | <1% |
- Director stock ownership guidelines: 5x retainer for non-employee directors; 10x for Chair. Directors must retain 100% of after-tax shares until compliant; 5-year compliance window. All non-employee directors have achieved minimums or are working toward compliance within window .
Governance Assessment
- Board effectiveness: As Audit Chair and SEC-defined financial expert, Mangini strengthens financial oversight, internal controls, and cybersecurity/privacy governance—key for investor confidence in Alight’s data-intensive operations .
- Independence and engagement: Independent, meets attendance thresholds; participates in two standing committees (Audit; Nominating & Corporate Governance) .
- Compensation alignment: Director pay balanced with cash retainer and time-based RSUs; increased equity retainer in 2025 enhances alignment; strong ownership guidelines and clawback policy; prohibition on pledging/hedging reduces misalignment risk .
- Conflicts/related-party exposure: No transactions disclosed involving Mangini-affiliated entities. Broader related-party framework places approval under Audit Committee, with arm’s-length transactions disclosed for other parties (e.g., Foley affiliates) .
- Board composition risk: Sponsor Investors retain rights to designate and protect certain board seats including Chair; while common for Up-C/SPAC legacies, this concentration may influence governance dynamics and should be monitored by investors for independence balance .
- Shareholder signals: 2024 Say-on-Pay approval >95% indicates broad investor support for compensation practices; ongoing investor engagement and independent consultant usage support governance quality .
RED FLAGS to monitor
- Sponsor Investor designation/removal rights and consent over CEO-designated seat could constrain board refresh independence if ownership thresholds persist .
- Historical related-party transactions with sponsor-affiliated entities (e.g., Foley) exist but are overseen under policy and reported as arm’s-length; continued vigilance warranted by Audit Chair .
- One director (Williams) below 75% attendance in 2024; not Mangini, but overall board workload was high (31 meetings)—ongoing monitoring of attendance/engagement levels is advisable .