Alight, INC. / Delaware DEF 14A Filing

Ticker: ALIT · Form: DEF 14A · Filed: Jun 4, 2024 · CIK: 1809104

Sentiment: neutral

Filing Stats: 4,540 words · 18 min read · ~15 pages · Grade level 12.8 · Accepted 2024-06-04 17:12:22

Key Financial Figures

Filing Documents

Executive Compensation Highlights

Executive Compensation Highlights 5 Investor Engagement 5 Awards and Recent Recognition 7 Questions and Answers About Our Annual Meeting 14 Proposal No. 1: Election of Directors 15 Our Board of Directors 25 Director Compensation 27 Executive Officers 30 Corporate Governance 39

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 42 Certain Relationships and Related Person Transactions 48

Executive Compensation

Executive Compensation 69 Proposal No. 2: Appointment of Independent Registered Public Accounting Firm 71 Proposal No. 3: To Approve, on an Advisory (Non-Binding) Basis, the 2023 Compensation Paid to Our Named Executive Officers 72 Additional Information Regarding Our Annual Meeting This proxy statement (the "Proxy Statement") and the accompanying form of proxy were first mailed to stockholders of record on or about June 4, 2024. An annual report on Form 10-K for the year ended December 31, 2023 (our "Annual Report") is enclosed with this Proxy Statement. Electronic copies of this Proxy Statement and Annual Report are available at investor.alight.com. In this Proxy Statement, we refer to Alight, Inc. as "Alight," the "Company," "we," and "us" (as the context requires), the Company's Board of Directors as the "Board," and the Company's 2024 Annual Meeting of Stockholders, including any adjournments, postponements, or continuations thereof, as the "Annual Meeting." Table of Contents 1 2024 Proxy This summary highlights certain information contained in the Proxy Statement. This summary does not contain all the information that you should consider, and you should read the entire Proxy Statement before voting. For more complete information regarding the Company's performance in the fiscal year ended December 31, 2023 ("Fiscal 2023"), please review the Company's Annual Report that accompanies this Proxy Statement. Background DATE AND TIME PLACE – VIRTUALLY VIA WEBCAST July 2, 2024 You can attend the Annual Meeting online, vote your shares 12:30 p.m. Central Time electronically and submit your questions during the Annual Meeting by visiting www.cesonlineservices.com/alit24_vm. To participate in the Annual Meeting, you must pre-register at www.cesonlineservices.com/alit24_vm by 11:59 p.m. Central Time on June 30, 2024. RECORD DATE: JUNE 3, 2024 Proxy Voting Methods If you were a stockholder of record at the clos

Executive Compensation

Executive Compensation Auditor Approvals Say-On-Pay Additional Information Table of Contents 22024 PROXY STATEMENT Proposals Proposal No. Board Recommendation More Information 1. To elect four Class III director nominees to our Board. Each of the director nominees is standing for election for a three-year term ending at the 2027 annual meeting of stockholders (the "2027 Annual Meeting") and until his or her successor has been duly elected and qualified, or until such director's earlier death, resignation, or removal. FOR EACH NOMINEE page 14 2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024. FOR page 69 3. To approve, on an advisory (non-binding) basis, the 2023 compensation paid to our named executive officers. FOR page 71 NAME AGE CLASS APPOINTED CURRENT TERM EXPIRES COMMITTEES AUDIT COMPENSATION NOMINATING AND CORPORATE GOVERNANCE DIRECTOR NOMINEES William P. Foley, II* 79 III 2021 2024 Siobhan Nolan Mangini 43 III 2024 2024 Coretha M. Rushing 68 III 2024 2024 Denise Williams 63 III 2023 2024 CONTINUING DIRECTORS David D. Guilmette 63 I 2024 2025 Erika Meinhardt 65 I 2021 2025 Regina M. Paolillo 65 I 2021 2025 Kausik Rajgopal 50 I 2023 2025 Daniel S. Henson 63 II 2021 2026 Richard N. Massey 68 II 2021 2026 Stephan D. Scholl 54 II 2021 2026 *Chairperson of the Board Committee Chair Committee Member Proxy Statement and Meeting Overview Board of Directors Corporate Governance

Executive Compensation

Executive Compensation Auditor Approvals Say-On-Pay Additional Information Table of Contents 3 Board Skills and Experience Skill William P. Foley, II David D. Guilmette Daniel S. Henson Richard N. Massey Erika Meinhardt Siobhan Nolan Mangini Regina M. Paolillo Kausik Rajgopal Coretha M. Rushing Stephan D. Scholl Denise Williams Strategic Planning Risk Management Corporate Governance Technology/Product Development Privacy and Security Financial Control/Audit Marketing/Branding People and Culture Senior Leadership CEO Experience International Operations Diversity, Equity and Inclusion Industry Knowledge/Experience Board Characteristics Proxy Statement and Meeting Overview Board of Directors Corporate Governance

Executive Compensation

Executive Compensation Auditor Approvals Say-On-Pay Additional Information Table of Contents 42024 PROXY STATEMENT Corporate Governance Highlights BOARD ATTRIBUTES AND PRACTICES Non-executive chair 10 out of 11 directors are independent Majority of directors are female or diverse Average tenure of 2 years Appointed five new directors over the past two years Fully independent standing Board committees Annual Board and committee self-evaluations Structured process for Board's risk oversight Related party transaction approval by the Audit Committee of the Board (the "Audit Committee") Periodic review of key governance documents Regular executive sessions Directors receive a majority of their compensation in restricted share units (other than the non-executive chair retainer) OTHER BEST PRACTICES Robust share ownership guidelines for officers and directors

Executive compensation clawback policy

Executive compensation clawback policy Board and committee oversight of environmental, social and governance matters Bespoke Code of Conduct aligned to Alight's values Annual Chief Executive Officer ("CEO") evaluation Annual "Say-on-Pay" advisory vote

Executive Compensation Highlights

Executive Compensation Highlights Proxy Statement and Meeting Overview Board of Directors Corporate Governance

Executive Compensation

Executive Compensation Auditor Approvals Say-On-Pay Additional Information Table of Contents 5 Investor Engagement We engage with investors and analysts through conference calls, broker conferences, one-on-one meetings, and non-deal roadshows throughout the year. We typically discuss our financial position, strategic priorities, business outlook, and other topics of importance to investors. As we continue to evolve as a relatively new public company, we will continue to develop our stockholder engagement program with respect to our environmental, social and governance ("ESG") efforts, corporate governance practices and compensation program, among other topics. We are committed to maintaining an active dialogue with investors to better understand their perspectives and consider their ideas as we continue to evolve our corporate governance and business practices, and public disclosures. As described in our Corporate Governance Guidelines, stockholders and other interested parties who wish to communicate with a member or members of our Board, including each of the committees of the Board, or with the non-management or independent directors as a group, may do so by addressing such communications or concerns to the Company's Corporate Secretary by email at Corporate.Secretary@alight.com or by mail at 4 Overlook Point, Lincolnshire, Illinois 60069, who will forward such communication to the appropriate party. Awards and Recent Recognition Alight named as one of the Fortune 100 Best Companies to Work For in 2024 by Great Place to Work and Fortune magazine Recognized by Newsweek as one of "America's Greatest Workplaces for Diversity" for 2024 Alight named an eleventh-time member of IAOP's Global Outsourcing 100 list in 2024 Top 100 companies for remote workers by Flexjobs for the seventh consecutive year Great Place to Work for the sixth consecutive year Recognized as a 2023 Alliance for Global Inclusion Index company Alight earned a perfect s

Executive Compensation

Executive Compensation Auditor Approvals Say-On-Pay Additional Information Table of Contents 62024 PROXY STATEMENT Proxy Statement and Meeting Overview Board of Directors Corporate Governance

Executive Compensation

Executive Compensation Auditor Approvals Say-On-Pay Additional Information Table of Contents 7 Questions and Answers About Our Annual Meeting Why am I receiving this Proxy Statement? Who is soliciting proxies for the Annual Meeting with this Proxy Statement? You are receiving this Proxy Statement and the enclosed proxy card because you were a holder of the Company's common stock (the "Common Stock") as of the record date, and the Board is soliciting your proxy to vote your shares of our Common Stock on all matters scheduled to come before the Annual Meeting, whether or not you attend the Annual Meeting. Why did I receive a full set of the proxy materials, instead of a notice regarding the Internet availability of proxy materials? Although in the past we have mailed just a notice to our stockholders regarding the availability of proxy materials through the Internet, for the Annual Meeting, we have elected to use the "full set delivery" option and so are providing paper copies of proxy materials to all our stockholders, unless otherwise previously requested by the stockholder. Our proxy materials are also available via the Internet at investor.alight.com. What matters am I voting on at the Annual Meeting? How does the Board recommend that I vote on these matters? Our Annual Meeting will be held for the following purposes: Proposal No. 1 : To elect four Class III director nominees to our Board. The Board is asking stockholders to elect four directors to serve as the Class III directors on the Board. Each of the director nominees is standing for election for a term until the 2027 Annual Meeting and until their successors are duly elected and qualified, or until such director's earlier death, resignation, or removal. The Board has nominated and unanimously recommends for the election of four incumbent directors: William P. Foley, II, Siobhan Nolan Mangini, Coretha M. Rushing, and Denise Williams. For more information on the nominees, please se

Executive Compensation

Executive Compensation Auditor Approvals Say-On-Pay Additional Information Table of Contents 82024 PROXY STATEMENT The Board unanimously recommends that stockholders vote "FOR" the ratification of EY as our independent registered public accounting firm for 2024. Proposal No. 3: To approve, on an advisory (non-binding) basis, the 2023 compensation paid to our named executive officers. Stockholders are being asked to approve, on an advisory (non-binding) basis, the 2023 compensation paid to our named executive officers as disclosed in this Proxy Statement (also known as "Say-on-Pay"). As an advisory vote, the result will not be binding on the Board or the Compensation Committee of the Board (the "Compensation Committee"). This "Say-on-Pay" vote will, however, provide us with important feedback from our stockholders about our executive compensation philosophy, objectives, and program. The Board and the Compensation Committee value the opinions of our stockholders and expect to consider the outcome of the vote when considering future executive compensation decisions and when evaluating the Company's executive compensation program. The Board unanimously recommends that stockholders vote "FOR" the approval of executive compensation on an advisory basis. Who can vote at the Annual Meeting? The close of business on June 3, 2024 has been fixed as the record date for the determination of our stockholders entitled to notice of, and to vote at, the Annual Meeting. We have two classes of voting common stock: Class A and Class V, each of which has one vote per share. Company Class A common stock and Company Class V common stock shall vote together as a single class on all matters submitted to a vote of stockholders, except as otherwise required by applicable law or our organizational documents, and each such share is entitled to one vote. On the record date, we had 541,046,039 shares of Company Class A common stock and 554,568 shares of Company Class V common

Executive Compensation

Executive Compensation Auditor Approvals Say-On-Pay Additional Information Table of Contents 9 How do I vote? The procedures for voting are as follows: Stockholders of Record . If your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, at the close of business on June 3, 2024, then you are considered a stockholder of record. As a stockholder of record, you may vote your shares (i) in advance of the Annual Meeting, over the Internet, by telephone, or by mail, or (ii) at the Annual Meeting. To vote by proxy in advance of the Annual Meeting as a stockholder of record: Internet: You may submit your proxy online via the Internet by accessing the website specified on your proxy card. Then, follow the instructions provided on the voting site. You will be required to provide the unique control number found on the enclosed proxy card. Telephone: You may submit your proxy by dialing the telephone number specified on your proxy card. Then, follow the voice prompts. You will be required to provide the unique control number found on the enclosed proxy card. Mail: If you do not have access to a touch-tone telephone or to the Internet, please sign, date, and return the enclosed proxy card in the postage-paid envelope provided. Beneficial Owner . If your shares are held in a brokerage account, by a trustee or by another nominee, then you are considered the "beneficial owner" of those shares. As the beneficial owner of those shares, you may vote your shares (i) in advance of the Annual Meeting by directing your broker, bank, or other nominee how to vote, or (ii) at the Annual Meeting. To vote in advance of the Annual Meeting, you should instruct your broker, bank, or other nominee how to vote your shares by following the voting instructions in the notice provided by your broker, bank, or other nominee. You must follow the voting instructions in that notice to ensure that your vote is counted. In mos

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