Item 5. Other Information
Item 5. Other Information.
Chief Financial Officer Transition
On April 28, 2025, the Company entered into an agreement with James (“Jim”) Head to serve as its new Chief Financial Officer, effective as of May 2, 2025 (the “Effective Date”). Mr. Head will report directly to John Kao, the Company’s Chief Executive Officer. Mr. Head succeeds Thomas Freeman, who notified the Company on April 28, 2025 of his resignation as Chief Financial Officer, effective as of the Effective Date.
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Mr. Head, age 59, joins the Company with more than 30 years of experience in strategic finance, healthcare and business development . He was most recently with Claritev Corp. (formerly MultiPlan Corp.), a publicly traded data analytics company for health plans , where he served as Executive Vice President and Chief Financial Officer from November 2021 to August 2024 and as capital structure advisor from September to December 2024. Prior to joining Claritev, he was a partner at BDT & Company, LLC, a merchant bank, from 2016 to 2021. Additionally, he worked in various senior leadership roles for Morgan Stanley over 21 years. Mr. Head holds a master of business administration from the UCLA Anderson School of Management and a bachelor of science degree in finance from Indiana University, Bloomington.
Mr. Freeman has served the Company since 2015, acting as its Chief Financial Officer since 2017, and the Company extends its gratitude to Mr. Freeman for his years of service and outstanding contributions to the Company. Mr. Freeman’s decision to resign as Chief Financial Officer was not the result of any disagreement with the Company. From the Effective Date until December 31, 2025 (unless otherwise agreed to by the parties), Mr. Freeman will serve as Strategic Advisor to the CEO and will provide services to facilitate an effective transition of his job responsibilities to Mr. Head. He will also advise on long-term strategy and key partnerships.
Employment Agreement with Mr. Head
On April 28, 2025, the Company entered into an employment agreement with Mr. Head in connection with his appointment as Chief Financial Officer (the “Employment Agreement”). Pursuant to the Employment Agreement, Mr. Head will receive an annual base salary of $600,000. He is eligible to receive a cash bonus under the Company’s annual incentive plan with a target bonus set at 85% of his base salary and an annual equity grant with a target fair value of $2.5 million. In addition, Mr. Head will receive a one-time grant with a grant date fair value of $2.5 million, composed 50% of restricted stock units, which will vest annually over a three-year period, and 50% of performance share units, which will vest, if earned based on the achievement of corporate metrics, following certification of the Company’s financial results for the 2027 fiscal year, subject to Mr. Head’s continued service to the Company on each vesting date.
Upon a termination of Mr. Head’s employment by the Company without “cause,” a resignation by Mr. Head for “good reason” (as such terms are defined in the Employment Agreement), or a termination of employment due to the delivery of a notice of non-renewal by the Company to Mr. Head, subject to the execution and delivery of a release of claims and Mr. Head’s continued compliance with the restrictive covenants set forth in the Employment Agreement, Mr. Head would receive the following severance payments and benefits (in addition to any accrued salary and paid-time-off): (i) a cash payment equal to the sum of his base salary and target annual cash incentive bonus, paid in substantially equal installments over the 12-month period following termination; (ii) a prorated portion of his annual cash incentive bonus for the year of termination; and (iii) payment of COBRA premiums for up to one year following termination.
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated by reference herein.
There are no arrangements or understandings between Mr. Head and any other persons pursuant to which he was selected as Chief Financial Officer of the Company. There are no family relationships between Mr. Head and any director or executive officer of the Company, and Mr. Head has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K nor are any such transactions currently proposed.
Amendment to Mr. Freeman’s Employment Agreement
On April 28, 2025, the Company and Mr. Freeman entered into an amendment to his employment agreement (the “Freeman Amendment”) with respect to the above-described transition of his duties. Pursuant to the Freeman Amendment, in consideration for his advisory services, Mr. Freeman will continue to receive his current annual base salary of $580,000 through May 31, 2025, and thereafter he will receive an annual base salary of $290,000. He will also receive (i) the second installment of the annual cash bonus payable under the Company’s annual incentive plan for calendar year 2024 and a pro rata portion, based on service from January 1 to May 31, 2025, of the annual cash bonus payable under the Company’s annual incentive plan for calendar year 2025; (ii) continued and accelerated vesting of certain outstanding equity awards; and (iii) continued eligibility to participate in the Company’s medical, dental and life insurance benefit plans.
The foregoing description of the Freeman Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Freeman Amendment, a copy of which is filed herewith as Exhibit 10.2 and is incorporated by reference herein.
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Amendments to Executive Officer Employment Agreements
On April 28, 2025, the Company entered into amendments to the amended and restated employment agreements of Mr. Kao and Dawn Maroney, the Company’s President. The amendment to Mr. Kao’s employment agreement (the “Kao Amendment”) provides for a revised definition of “good reason” for a resignation of his employment. The amendment to Ms. Maroney’s employment agreement (the “Maroney Amendment”) provides for enhanced severance benefits in the event of a change in control of the Company. The foregoing descriptions of the Kao Amendment and Maroney Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Kao Amendment and Maroney Amendment, copies of which are filed herewith as Exhibits 10.3 and 10.4, respectively, and are incorporated by reference herein.
Rule 10b5-1 Plans
During the fiscal quarter ended March 31, 2025, our executive officers and directors adopted or terminated, as applicable, the following trading arrangements that are intended to satisfy the affirmative defense of Rule 10b5-1(c):
Name & Title Date of Adoption Date of Termination Duration of Trading Arrangement Maximum Number of Securities to be Sold (1)
John Kao , Chief Executive Officer (2)
03/12/2025 N/A 6/16/2025 – 3/20/2026
1,710,000
Thomas Freeman , Chief Financial Officer
11/25/2024 3/14/2025 3/4/2025-11/28/2025
N/A
Hyong (Ken) Kim, M.D. , Chief Medical Officer
03/14/2024 N/A 8/11/2025- 3/13/2026
172,034
Robert Scavo , Chief Information Officer
03/14/2024 N/A 6/10/2025- 3/21/2026
108,097
Andreas Wagner , Chief Human Resources Officer
03/11/2025 N/A 6/10/2025- 2/27/2026
39,063
(1) Securities reported in this column include securities subject to limit orders and such orders may not fill if limit order conditions are not met. The actual number of shares sold under the plan will depend on the vesting of certain performance-based equity awards and the number of shares withheld or sold satisfy our income tax withholding obligations and may vary from the number provided herein. The number of performance share units included in plans assumes awards are earned at target.
(2) Represents securities held by JEK Trust, dated February 8, 2021, of which Mr. Kao is the trustee.
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Item 6. Exhibits.
Exhibit
Number
Description
3.1 Amended and Restated Certificate of Incorporation of Alignment Healthcare, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on March 30, 2021).
3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation of Alignment Healthcare, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Form 8-K filed on June 13, 2024).
3.3 Amended and Restated Bylaws of Alignment Healthcare, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Form 10-K filed on February 27, 2024).
4.1 Registration Rights Agreement, dated as of March 30, 2021, among Alignment Healthcare, Inc. and the other signatories party thereto (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on March 30, 2021).
10.1*+ Employment Agreement, dated as of May 2, 2025, between Alignment Healthcare USA, LLC and James Head
10.2*+ Amendment to Amended and Restated Employment Agreement, dated as of May 2 , 2025, between Alignment Healthcare USA, LLC and Thomas Freeman
10.3*+ Amendment to Amended and Restated Employment Agreement, dated as of April 28, 2025, between Alignment Healthcare USA, LLC and John Kao
10.4*+ Amendment to Amended and Restated Employment Agreement, dated as of April 28, 2025, between Alignment Healthcare USA, LLC and Dawn Maroney
31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1** Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2** Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS* Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH* Inline XBRL Taxonomy Extension Schema Document
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
104* Cover Page Interactive Data File (embedded within the Inline XBRL document)
_________________________
* Filed herewith.
** Furnished herewith
+ Indicates management contract or compensatory plan.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Alignment Healthcare, Inc.
Date: May 1, 2025
By: /s/ John Kao
John Kao
Chief Executive Officer
Date: May 1, 2025
By: /s/ Thomas Freeman
Thomas Freeman
Chief Financial Officer
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