10-K/A

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-K/A

(Amendment No. 1)

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File Number

001-39299

Alight, Inc.

(Exact name of Registrant as specified in its Charter)


Delaware		86-1849232
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4 Overlook Point Lincolnshire, IL		60069
(Address of principal executive offices)		(Zip Code)

(224)

737-7000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	ALIT	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES

☐

☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES

☐

☒

Indicate by check mark whether the

Registrant:

(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES

☒

☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).

YES

☒

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to

§240.10D-1(b).

☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule

12b-2

of the Act). YES

☐

☒

The aggregate market value of the voting and

non-voting

common equity held by

non-affiliates

of the Registrant, based on the closing price of the shares of common stock on the New York Stock Exchange on June 30, 2023, was $3,152,296,204.

As of April 24, 2024, the registrant had 550,346,093 shares of Class A Common Stock, par value $0.0001 per share, 4,914,939 shares of

Class B-1

Common Stock, par value $0.0001 per share, 4,914,939 shares of

Class B-2

Common Stock, par value $0.0001 per share, 734,248 shares of Class V Common Stock, par value $0.0001 per share, 5,046,819 shares of

Class Z-A

Common Stock, par value $0.0001 per share, 274,379 shares of

Class Z-B-1

Common Stock, par value $0.0001 per share, and 274,379 shares of

Class Z-B-2

Common Stock, par value $0.0001 per share, outstanding.


Auditor Firm ID: 42		Auditor Name: Ernst & Young LLP			Auditor Location: Chicago, Illinois

Table of Contents


		Page
	Explanatory Note		2

PART III
Item 10.	Directors, Executive Officers and Corporate Governance		3
Item 11.	Executive Compensation		11
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		32
Item 13.	Certain Relationships and Related Transactions, and Director Independence		34
Item 14.	Principal Accountant Fees and Services		41

PART IV
Item 15.	Exhibit and Financial Statement Schedules		42

Explanatory Note

This Amendment No. 1 on Form

10-K/A

(this “Amendment”) amends our Annual Report on Form

10-K

for the year ended December 31, 2023, originally filed with the Securities and Exchange Commission (the “SEC”) on February 29, 2024 (the “Original Filing”). We are filing this Amendment pursuant to General Instruction G(3) of Form

10-K

to include the information required by Part III of Form

10-K

that we did not include in the Original Filing, as we do not intend to file a definitive proxy statement for an annual meeting of stockholders within 120 days of the end of our fiscal year ended December 31, 2023. This Amendment also deletes the reference on the cover of the Original Filing to the incorporation by reference of certain information from our proxy statement into Part III of the Original Filing. In addition, in connection with the filing of this Amendment and pursuant to

Rule 12b-15 under

the Securities Exchange Act of 1934, as amended, or the Exchange Act, we are including with this Amendment new certifications of our principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Item 15 of Part IV has also been amended to reflect the filing of these new certifications. Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing.

Unless otherwise noted or the context indicates otherwise, the terms “Alight,” the “Company,” “we,” “us,” and “our” refer to Alight, Inc., a Delaware corporation, together with its subsidiaries.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Executive Officers

Information regarding the executive officers of the Company is set forth under “Information about our Executive Officers” in Part I, Item 1 of the Original Filing.

Board Composition

The biographies of each of our current directors are included below. Each of the biographies highlights specific experience, qualifications, attributes, and skills that led us to conclude that such person should serve as a director. We believe that, as a whole, our Board of Directors (the “Board”) exemplifies the highest standards of personal and professional integrity and the requisite skills and characteristics, leadership traits, work ethic and independence to provide effective oversight. No director or executive officer is related by blood, marriage or adoption to any other director or executive officer. Other than as provided by our Investor Rights Agreement (see the “Investor Rights Agreement” section in Item 13 of this Amendment), no arrangements or understandings exist between any director and any other person pursuant to which such person was selected as a director or nominee. Six of our current directors, Mr. Foley, Mr. Henson, Mr. Massey, Ms. Meinhardt, Ms. Paolillo, and Ms. Williams, were initially designated pursuant to our Investor Rights Agreement (see the “Certain Relationships and Related Person Transactions – Investor Rights Agreement – Designation Rights” in Item 13 of this Amendment).


NAME	AGE		CLASS		APPOINTED		CURRENT TERM EXPIRES		COMMITTEES
NAME	AGE		CLASS		APPOINTED		CURRENT TERM EXPIRES		AUDIT	COMPENSATION	NOMINATING AND CORPORATE GOVERNANCE

William P. Foley, II		79		III		2021		2024

Siobhan Nolan Mangini		43		III		2024		2024

Denise Williams		63		III		2023		2024

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		53		II		2021		2026

LOGO Committee Chair LOGO Committee Member

Class III Directors

William P. Foley, II, Chairman

LOGO

DIRECTOR SINCE 2021

AGE 79

COMMITTEES

Nominating and Corporate Governance

Mr. Foley has served as the non-executive Chairman of the board of directors of Alight since April 2021 and served on the board of its predecessor, Foley Trasimene Acquisition Corp. (“FTAC”), from May 2020 through April 2021 and as the Executive Chairman of FTAC from March 2020 until May 2020. Mr. Foley has served as the Chairman of Cannae Holdings, Inc. (NYSE: CNNE) (“Cannae”) since July 2017 (including as non-executive Chairman since May 2018). Mr. Foley has served as the Managing Member and a Senior Managing Director of Trasimene Capital Management, LLC (“Trasimene”), a private company that provides certain management services to Cannae, since November 2019. Mr. Foley is a founder of Fidelity National Financial (NYSE: FNF) (“FNF”) and has served as Chairman of the board of directors of FNF since 1984. He served as Chief Executive Officer of FNF until May 2007 and as President of FNF until December 1994. Mr. Foley has also served as Chairman of Dun & Bradstreet (NYSE: DNB) (“DNB”) since February 2019 and as Executive Chairman since February 2022. Mr. Foley served as director of System 1, Inc. (NYSE: SST) from January 2022 through March 2023. Mr. Foley formerly served as Chairman of Black Knight, Inc. (NYSE: BKI), Chairman of Paysafe Ltd. (NYSE: PSFE) (“Paysafe”), Co-Chairman of FGL Holdings (NYSE: FG), as Vice Chairman of Fidelity National Information Services Inc. (NYSE: FIS), and as a director of Ceridian HCM Holdings, Inc. (NYSE: CDAY) and special purpose acquisition companies FTAC, Foley Trasimene Acquisition Corp. II, Austerlitz Acquisition Corporation I (NYSE:AUS), Austerlitz Acquisition Corporation II (NYSE: ASZ), and Trebia Acquistion Corp.

Mr. Foley is Executive Chairman and Chief Executive Officer of Black Knight Sports and Entertainment LLC, which is the private company that owns the Vegas Golden Knights, a National Hockey League team. He is also the founder and owner of Foley Family Wines Inc., a private company. Mr. Foley serves on the boards of numerous foundations, including The Foley Family Charitable Foundation and the Cummer Museum of Art and Gardens. He is a founder, trustee and director of The Folded Flag Foundation, a charitable foundation that supports our nation’s Gold Star families.

After receiving his B.S. degree in engineering from the United States Military Academy at West Point, Mr. Foley served in the U.S. Air Force, where he attained the rank of captain. Mr. Foley received his M.B.A. from Seattle University and his J.D. from the University of Washington.

Mr. Foley’s qualifications to serve on the Board include more than 30 years as a director and executive officer of FNF, his strategic vision, his experience as a board member and executive officer of public and private companies in a wide variety of industries, and his strong track record of building and maintaining shareholder value and successfully negotiating mergers and acquisitions.

Siobhan Nolan Mangini, Director

LOGO

DIRECTOR SINCE 2024

AGE 43

COMMITTEES

Audit

Ms. Nolan Mangini served as President & CFO of NGM Bio (NASDAQ: NGM), an innovative biology-driven clinical stage biotech from June 2022 to December 2023 and as Chief Financial Officer of NGM from July 2020 to June 2022. Prior to NGM, Ms. Nolan Mangini served in a number of roles of increasing responsibility at Castlight Health (NYSE: CSLT), a formerly publicly traded enterprise cloud-based software company in the health and benefits sector, from February 2012 to March 2020. Her roles included leading CSLT as President and CFO from July 2019 to March 2020, Chief Financial Officer from July 2016 to July 2019, VP, Finance & Business Operations from October 2015 through June 2016, Senior Director, Operations and Financial Planning from November 2014 through September 2015 and Director, Strategy and Business Development from February 2012 through November 2014. Earlier in her career, Ms. Nolan Mangini was a management consultant at Bain & Company and in investment management managing the endowment of the Kaiser Family Foundation.

Ms. Nolan Mangini has served on the board and as chair of the audit committee of Marathon Health, a private primary care company, since August 2021, and on the board and as chair of the audit committee of Cityblock Health, a private tech-driven provider for communities with complex needs, since February 2024. Ms. Nolan Mangini has served on the board of SmithRx, a private pharmacy benefit manager, since January 2023 and Virta Health, a private diabetes reversal company, since February 2023. She served on the board, and as audit committee chair, of Artemis Health, a private data warehousing company, from February 2020 to March 2022.

Ms. Nolan Mangini holds an MBA from the Stanford Graduate School of Business, an MPA from the Harvard Kennedy School of Government, and BS in Economics from the Wharton School and the University of Pennsylvania. She is also a Chartered Financial Analyst. Ms. Nolan Mangini is a founding member of the operator network of January Ventures, a fund that opens doors for the visionary founders of the future and is a mentor through Creative Destruction Labs.

Ms. Nolan Mangini’s qualifications to serve on the Board include her track record of successfully delivering innovative solutions and carrying them forward from strategy to execution across two public companies, her experience in senior leadership, including as Chief Financial Officer at two publicly traded companies, her board and audit committee service and her financial expertise.

Denise Williams, Director

LOGO

DIRECTOR SINCE 2023

AGE 63

COMMITTEES

Compensation

Ms. Williams has served as Chief People Officer at Fidelity National Information Services Inc. (NYSE: FIS), a global leader in financial services technology since April 2016. Between 2001 and 2016, Ms. Williams served in several capacities for IBM. Most recently, from May 2011 to April 2016, Ms. Williams served as Vice President, Human Resources North America; from May 2007 to May 2011 as the Director Human Resources – Global Hardware Sales; from May 2004 to May 2007, as the Director Human Resources – Websphere; and from June 2001 to May 2004 as the Program Manager of Executive Compensation & Succession Planning. Ms. Williams previously held human resources roles at Alliance Bernstein, First Data, Avis, and Coopers & Lybrand. Ms. Williams earned her bachelor’s degree from SUNY Albany and is a current member of the Human Resources Policy Association and the Center on Executive Compensation.

Ms. Williams’ qualifications to serve on the Board include her more than 25 years of experience in human resources and her leadership experience across numerous market-leading organizations.

Class I Directors

Erika Meinhardt, Director

LOGO

DIRECTOR SINCE 2021

AGE 65

COMMITTEES

Audit

Ms. Meinhardt has served as a member of the board of directors of Cannae since July 2018. Ms. Meinhardt served as Executive Vice President of FNF from January 2018 until her retirement in January 2024. She previously served as President of National Agency Operations for FNF’s Fidelity National Title Group from February 2005 until January 2018. Prior to assuming that role, she served as Division Manager and National Agency Operations Manager for FNF from 2001 to 2005. Ms. Meinhardt previously served as a director of Foley Trasimene Acquisition Corp. II from August 2020 to March 2021 and as a director of each of Austerlitz Acquisition Corp. I (NYSE: AUS) and Austerlitz Acquisition Corp. II (NYSE: ASZ) from February 2021 to December 2022.

Ms. Meinhardt’s qualifications to serve on the Board include her experience as an executive of FNF and in managing and growing complex business organizations as President of FNF’s National Agency Operations.

Regina M. Paolillo, Director

LOGO

DIRECTOR SINCE 2021

AGE 65

COMMITTEES

Audit (Chair)

Nominating and Corporate Governance

Ms. Paolillo served as the Executive Vice President, Chief Financial & Administrative Officer of TTEC Holdings, Inc. (Nasdaq: TTEC) (“TTEC”) from 2011 to 2022. Between 2009 and 2011, Ms. Paolillo was an Executive Vice President for enterprise services and Chief Financial Officer at Trizetto Group, Inc., a privately held professional services company serving the healthcare industry. Between 2007 and 2008, Ms. Paolillo served as a Senior Vice President, operations group for General Atlantic, a leading global growth equity firm. Between 2005 and 2007, Ms. Paolillo served as an Executive Vice President for revenue cycle and mortgage services at Creditek, a Genpact subsidiary. Prior to Creditek’s acquisition by Genpact, between 2003 and 2005 and during 2002 and 2003, Ms. Paolillo was Creditek’s Chief Executive Officer and Chief Financial Officer, respectively. Ms. Paolillo also served as the Chief Financial Officer and Executive Vice President for corporate services at Gartner, Inc., an information technology research and advisory company. Ms. Paolillo is a member of the board of directors of Unisys Corporation (NYSE: UIS), a position she has held since March 2018. Ms. Paolillo holds a B.S. in accounting from University of New Haven.

Ms. Paolillo’s qualifications to serve on the Board include her experience as an executive of TTEC, her experience as a Chief Financial Officer of three organizations and her experience on a public company board.

Kausik Rajgopal, Director

DIRECTOR SINCE 2023

AGE 50

COMMITTEES

Nominating and Corporate
Governance Committee

Mr. Rajgopal has served as EVP of Strategy, Corporate Development and Partnerships since November 2023 at PayPal Holdings, Inc. (“PayPal”), and was Executive Vice President of People & Sourcing at PayPal from June 2021 to November 2023. Before joining PayPal, from 2006 to 2021, Mr. Rajgopal played several leadership roles at McKinsey & Company, including serving as the global lead for the payments practice and as managing partner for the San Francisco and Silicon Valley offices and for the Western U.S. Region. Most recently from July 2012 to June 2021, Mr. Rajgopal was the firm’s co-managing partner for the United States, where he was responsible for client services across all industry sectors as well as people initiatives. Mr. Rajgopal serves as vice chair of the Stanford Graduate School of Business Advisory Council. He holds undergraduate degrees in industry engineering and political science, as well as an MBA from Stanford University.

Mr. Rajgopal’s qualifications to serve on the Board include his unique blend of senior leadership expertise in human resources, technology, payments, and financial services.

Class II Directors

Daniel S. Henson, Director

LOGO

DIRECTOR SINCE 2021

AGE 63

COMMITTEES

Audit

Compensation

Nominating and Corporate Governance (Chair)

Previously, Mr. Henson served as the non-executive chairman of Alight Holding Company, LLC, (f/k/a Tempo Holding Company, LLC) (“Alight Holdings”), our predecessor entity, from May 2017 to July 2021. Mr. Henson serves as the non-executive chairman of Paysafe (NYSE: PSFE), a payments platform that connects businesses and consumers across payment types. Mr. Henson also serves as non-executive chairman of IntraFi Network (formerly Promontory Intrafinancial Network), a leading provider of deposit placement services operating in the Washington D.C. area. Prior to serving in these roles, Mr. Henson had served as a non-executive chairman of Exeter Finance, a director of Healthcare Trust of America and the lead director of OnDeck Capital. Mr. Henson worked with the General Electric Company (“GE”) for 29 years and held a variety of senior positions at GE and GE Capital, including Chief Marketing Officer of GE and Six Sigma Quality Leader at GE Capital. He also served as the Chief Executive Officer of a number of GE Capital’s financial services businesses in the U.S. and internationally. Starting in 2008, Mr. Henson was responsible for all GE Capital commercial leasing and lending businesses in North America. From 2009 to 2015, Mr. Henson also oversaw capital markets activities at GE Capital and GE Capital’s industrial loan company bank in Utah. Mr. Henson holds a B.B.A. in Marketing from George Washington University.

Mr. Henson’s qualifications to serve on the Board include his extensive experience with GE and GE Capital and his other directorships, including as non-executive chairman on a public company board.

Richard N. Massey, Director

LOGO

DIRECTOR SINCE 2021

AGE 68

COMMITTEES

Compensation (Chair)

Mr. Massey served as Chairman of FTAC from April 2021 to July 2021. He also has served as Chief Executive Officer of FTAC from March 2020 to July 2021 and served as a member of the FTAC board of directors from May 2020 to July 2021. In addition, he serves as a Senior Managing Director of Trasimene and has served as Chief Executive Officer of Cannae since November 2019. Mr. Massey has also served as the Chief Executive Officer of each of Austerlitz Acquisition Corp. I (NYSE: AUS) and Austerlitz Acquisition Corp. II (NYSE: ASZ) from January 2021 through December 2022 and served as a director of each company from February 2021 until April 2022. Mr. Massey also served as Chief Executive Officer of Foley Trasimene Acquisition Corp. II from July 2020 until March 2021 and as a director from August 2020 until March 2021. Mr. Massey served as the Chairman and principal shareholder of Bear State Financial, Inc., a publicly traded financial institution from 2011 until April 2018. Mr. Massey has served on the boards of directors of Cannae since June 2018 and of DNB since February 2019. Mr. Massey previously served on Black Knight Inc.’s board of directors from December 2014 until July 2020 and on FNF’s board of directors from February 2006 until January 2021. Mr. Massey has been a partner in Westrock Capital, LLC, a private investment partnership since January 2009. Prior to that, Mr. Massey was Chief Strategy Officer and General Counsel of Alltel Corporation and served as a Managing Director of Stephens Inc., a private investment bank, during which time his financial advisory practice focused on software and information technology companies. Mr. Massey also formerly served as a director of Fidelity National Information Services Inc. (NYSE: FIS), Bear State Financial, Inc. and FGL Holdings (NYSE: FG). Mr. Massey is also a director of the Oxford American Literary Project and of the Arkansas Razorback Foundation. Mr. Massey has a long track record in corporate finance and investment banking, as a financial, strategic, and legal advisor to public and private businesses, and in identifying, negotiating, and consummating mergers and acquisitions.

Mr. Massey’s qualifications to serve on the Board include his significant financial expertise and experience on the boards of a number of public companies.

Stephan D. Scholl, Director and Chief Executive Officer

LOGO

DIRECTOR SINCE 2021

AGE 53

COMMITTEES

None

Mr. Scholl has more than 25 years of experience in the industry. Prior to joining Alight in April 2020, Mr. Scholl served as President of Infor Global Solutions from April 2012 to July 2018. Prior to that, from 2011 until 2012, Mr. Scholl served as President and Chief Executive Officer of Lawson Software from 2011 until 2012. In addition, Mr. Scholl served in various senior roles at both Oracle and Peoplesoft for more than a decade, including leading Oracle’s North America Consulting Group and leading its Tax and Utilities Global Business unit. Mr. Scholl has served on the board of 1010 Data, a leader in analytical intelligence and alternative data, since September 2018 and he served on the board of Avaya Holdings Corp. (NYSE: AVYA) from September 2018 to April 2023. Mr. Scholl holds a bachelor’s degree from McGill University in Montreal.

Mr. Scholl’s qualifications to serve on the Board include his significant industry experience and his role as the Chief Executive Officer of the Company.

Director Nomination and Search Process

The Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”) is responsible for reviewing the qualifications of potential director candidates and selecting or recommending for the Board’s selection those candidates to be nominated for election to the Board. This process may be subject to any obligations and procedures governing the nomination of directors to the Board set forth in our Investor Rights Agreement (see the “Investor Rights Agreement” section of this Amendment). The Nominating and Corporate Governance Committee and the Board considers various factors including: strength of character, mature judgment, familiarity with the Company’s business and industry, independence of thought, an ability to work collegially with the other members of the Board, diversity of age, gender, nationality, race, ethnicity, and sexual orientation, existing commitments to other businesses, potential conflicts of interest with other pursuits, legal considerations, corporate governance background, career experience, relevant technical skills or business acumen, and the size, composition and combined expertise of the existing Board. The Board monitors the mix of specific experience, qualifications, and skills of its directors so that the Board, as a whole, has the necessary tools to perform its oversight function effectively in light of the Company’s business and structure. Stockholders may also nominate directors for election at the Company’s annual stockholders meeting by following the provisions set forth in the By-laws, whose qualifications the Nominating and Corporate Governance Committee will consider.

The Nominating and Corporate Governance Committee also may, but need not, retain a professional search firm in order to assist it in these efforts. The Nominating and Corporate Governance Committee and the Board utilize the same criteria for evaluating candidates regardless of the source of the referral.

Audit Committee

The members of the Audit Committee of the Board (the “Audit Committee”) are Regina M. Paolillo (Chair), Daniel S. Henson, Siobhan Nolan Mangini and Erika Meinhardt. All members of the Audit Committee have been determined to be “independent” under SEC rules and New York Stock Exchange (“NYSE”) listing standards applicable to boards of directors in general and audit committees in particular, and each member is also financially literate under NYSE listing standards. Additionally, Regina M. Paolillo and Siobhan Nolan Mangini each qualify as an “audit committee financial expert” as defined in applicable SEC rules.

The Audit Committee is responsible for, among other things:

•

selecting a qualified firm to serve as the independent registered public accounting firm to audit the Company’s financial statements;

•

helping to ensure the independence and performance of the independent registered public accounting firm;

•

discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and the independent registered public accounting firm, the Company’s interim and year-end financial statements;

•

developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

•

reviewing and overseeing the Company’s policies on risk assessment and risk management, including enterprise risk management;

•

reviewing the adequacy and effectiveness of internal control policies and procedures and the Company’s disclosure controls and procedures;

•

reviewing and overseeing the Company’s cybersecurity and data privacy programs and controls; and

•

approving or, as required, pre-approving, all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm.

The Board has adopted a written charter for the Audit Committee, which is available on the Company’s website at investor.alight.com.

Additional Corporate Governance Information

Code of Conduct

The Company has adopted a Code of Conduct which is available on the Company’s website at investor.alight.com. Our Code of Conduct has been developed to help directors and employees around the world efficiently resolve ethical issues in our complex global business environment. The Code of Conduct applies to all directors and employees without limitation. The Code of Conduct covers a variety of topics, including those required to be addressed by the SEC. Topics covered include, among other things, conflicts of interest, confidentiality of information, and compliance with applicable laws and regulations. Directors and employees receive periodic updates regarding corporate governance policies and are informed when material changes are made to the Code of Conduct. The Audit Committee oversees, reviews, and periodically updates the Code of Conduct, reviews any significant violations of the Code of Conduct, reviews requests of waivers of the Code of Conduct by executive officers and directors and reviews the Company’s systems to monitor compliance with and enforcement of the Code of Conduct.

The Company will make any legally required disclosures regarding amendments to, or waivers of, certain provisions of its Code of Conduct on its website. There were no amendments or waivers of the provisions of the Code of Conduct with respect to any of our officers or directors in the year ended December 31, 2023 (“Fiscal 2023”). The information contained on, or accessible from, the Company’s website is not part of this Annual Report, by reference or otherwise. Our Code of Conduct is available free of charge upon request to our Chief Legal Officer and Corporate Secretary at 4 Overlook Point, Lincolnshire, Illinois 60069.

Delinquent Section 16(a) Reports

Pursuant to Section 16(a) of the Exchange Act, the Company’s directors and executive officers, and any persons holding more than 10% of its Common Stock, are required to report their beneficial ownership and any changes therein to the SEC and the Company. Specific due dates for those reports have been established, and the Company is required to report any failure to file such reports by those due dates. Based solely on the Company’s review of the copies of Forms 3, 4 and 5 furnished to us and written representations by directors and executive officers, the Company believes that during Fiscal 2023, all Section 16(a) filing requirements applicable to such persons were met in a timely manner.

Item 11. Executive Compensation.

Director Compensation

William P. Foley, II, Daniel S. Henson, Richard N. Massey, Erika Meinhardt, Regina M. Paolillo, Kausik Rajgopal, and Denise Williams received compensation for serving on our Board during the year ended December 31, 2023. Employee directors receive no compensation for serving on the Board. All directors are reimbursed for their reasonable out-of-pocket expenses related to their service as a member of the Board. Historically, directors

employed by Blackstone Inc. (“Blackstone”) received no compensation for serving on the Board, and accordingly, neither David N. Kestnbaum nor Peter F. Wallace was compensated for service on the Board during Fiscal 2023.

Description of Director Compensation.

With respect to Fiscal 2023, the compensation program for non-employee directors (other than directors affiliated with Blackstone) consisted of the following:



COMPENSATION TYPE		ANNUAL AMOUNT

Chairperson of the Board annual cash retainer		$500,000

Board member annual equity grant		$150,000

Board member annual cash retainer⁽¹⁾		$70,000

Committee chair annual cash retainer		$30,000 Audit Committee $20,000 other committees

Committee member annual cash retainer		$15,000 Audit Committee $10,000 other committees

(1) For the purpose of clarification, the Board member annual cash retainer is not paid to the Chairperson.

Cash retainers are paid on a quarterly basis. Non-employee directors can elect to receive fully vested shares of the Company Class A common stock in lieu of cash payment or split such quarterly payments into designated percentages of cash and shares of the Company Class A common stock.

Effective as of April 1, 2024, the Chairperson of the Board annual cash retainer has been changed to $300,000. In determining the annual cash retainer, the Compensation Committee of the Board (the “Compensation Committee”) considered competitive market data for the Chairperson role based on the Peer Group.

Equity Ownership Guidelines

The Compensation Committee maintains equity ownership guidelines to promote substantial equity ownership by the Board and align their interests with the interests of our stockholders. Each non-employee Director who receives compensation for their service on the Board is required to own equity equal to a multiple of their retainer, reflecting such Director’s role and level of responsibility. Directors who have not yet met their equity ownership requirements are required to retain 100% of their after-tax shares until the share ownership requirement is met. Directors have five years to meet their ownership requirements after becoming a Director.


TITLE/POSITION REQUIREMENT	STOCK OWNERSHIP
Chairperson of the Board		10x Retainer
All Other Non-Employee Directors		5x Retainer

Director Compensation for 2023

The following table provides summary information concerning the compensation of our directors, other than our employee directors and those affiliated with Blackstone, for the year ended December 31, 2023.


NAME	FEES EARNED OR PAID IN CASH⁽¹⁾			STOCK AWARDS⁽²⁾			ALL OTHER COMPENSATION		TOTAL

William P. Foley, II⁽³⁾		$	509,987		$	149,993		—		$	659,980

Daniel S. Henson⁽⁴⁾		$	115,000		$	149,993		—		$	264,993

Richard N. Massey⁽⁵⁾		$	89,980		$	149,993		—		$	239,973

Erika Meinhardt⁽⁵⁾		$	84,987		$	149,993		—		$	234,980

Regina M. Paolillo⁽⁶⁾		$	109,991		$	149,993		—		$	259,984

Kausik Rajgopal⁽⁷⁾		$	59,698		$	150,000		—		$	209,698

Denise Williams⁽⁸⁾		$	67,660		$	149,992		—		$	217,652

(1) Amounts reported represent annual cash retainers and Committee fees paid to our non-employee directors for Fiscal 2023.

(2) Amounts reported represent the aggregate Grant Date (as defined below) fair value of time-vested RSU awards granted to our non-employee directors in Fiscal 2023, calculated in accordance with FASB ASC Topic 718. The Grant Date fair value with respect to the time-vested RSUs is calculated by multiplying the number of shares subject to the RSUs by the closing price of the Company Class A common stock on each grant date as follows: February 3, 2023 for Ms. Williams, March 17, 2023 for Mr. Rajgopal, and June 30, 2023 for Mr. Foley, Mr. Henson, Mr. Massey, Ms. Meinhardt, and Ms. Paolillo. The time-vested RSUs vest on the first anniversary of the Grant Date subject to the director’s continued active service with Alight through the vesting date, except in the case of death, disability, termination within six months prior to a change-in-control or within eighteen months following a change-in-control, and certain involuntary terminations. As of December 31, 2023, the number of outstanding RSUs held by our non-employee directors was as follows: 16,233 time-vested RSUs held by each of Mr. Foley, Mr. Henson, Mr. Massey, Ms. Meinhardt and Ms. Paolillo, 17,321 time-vested RSUs held by Mr. Rajgopal, and 15,772 time-vested RSUs held by Ms. Williams. As of December 31, 2023, Mr. Foley held 250,000 performance-vested RSUs, which vested on January 16, 2024 at the maximum level of performance resulting in 625,000 performance-vested RSUs.

(3) Mr. Foley elected to receive 75% of his annual cash retainer in the form of unrestricted shares of the Company Class A common stock and 25% in cash.

(4) Mr. Henson elected to receive 100% of his annual cash retainer in the form of cash paid quarterly.

(5) Mr. Massey and Ms. Meinhardt elected to receive 100% of their annual cash retainers in the form of unrestricted shares of the Company Class A common stock paid quarterly.

(6) Ms. Paolillo elected to receive 50% of her annual cash retainer in the form of unrestricted shares of the Company Class A common stock and 50% in cash for the six months ended June 30, 2023 and elected to receive 40% of her annual cash retainer in the form of unrestricted shares of the Company Class A common stock and 60% in cash for the six months ended December 31, 2023.

(7) Mr. Rajgopal elected to receive 80% of his pro-rated annual cash retainer in the form of unrestricted shares of the Company Class A common stock and 20% in cash for the six months ended June 30, 2023 and elected to receive 50% of his pro-rated annual cash retainer in the form of unrestricted shares of the Company Class A common stock and 50% in cash for the six months ended December 31, 2023.

(8) Ms. Williams elected to receive 100% of her pro-rated annual cash retainer in the form of unrestricted shares of the Company Class A common stock for the six months ended June 30, 2023 and elected to receive 75% of her pro-rated annual cash retainer in the form of unrestricted shares of the Company Class A common stock and 25% in cash for the six months ended December 31, 2023.

Executive Compensation

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes our compensation philosophy, objectives, and practices; our compensation setting process; the elements of our executive compensation program; and the compensation of each of the following individuals, who were our named executive officers (“NEOs”) for 2023:

•

Stephan D. Scholl, Chief Executive Officer

•

Katie J. Rooney, Global Chief Financial Officer and Chief Operating Officer

•

Martin T. Felli, Chief Legal Officer and Corporate Secretary

•

Gregory A. George, Chief Commercial Officer, North America

•

Gregory R. Goff, Chief Technology and Delivery Officer

•

Cesar Jelvez, Former Chief Professional Services and Global Payroll Officer *

* Mr. Jelvez separated from the Company effective July 27, 2023.

EXECUTIVE SUMMARY

Compensation Philosophy and Objectives

Our compensation policies and programs are designed to support the achievement of our business plans by motivating, retaining, and attracting exceptional talent. Our ability to compete effectively in the marketplace depends on the knowledge, capabilities, and integrity of our leaders. Our compensation policies and programs help create a high-performance, outcome-driven, and principled culture by holding leaders accountable for delivering results, developing our employees and exemplifying our core values. In addition, we believe our compensation policies and programs for leaders and employees are appropriately balanced, reinforcing short-term and long-term results, and as such would not drive behavior that would have an adverse effect on our business.

The Compensation Committee is responsible for overseeing our executive compensation practices. Each year, the Compensation Committee reviews our executive compensation and benefits programs to assess whether the programs are aligned with our business strategies, the competitive practices of our peer companies and our stockholders’ interests. As part of the regular reviews, the Compensation Committee may occasionally utilize retention awards in support of our strategic objectives as necessary.

The three key objectives of our executive compensation programs are:

•

Attract, motivate, and retain high performing talent in a highly competitive market;

•

Encourage and reward corporate and individual performance that creates and sustains stockholder value; and

•

Deliver competitive compensation for the achievement of annual and long-term results.

To achieve our objectives, we developed an executive compensation program that focuses on:

•

Pay for Performance: ensuring a substantial portion of executive compensation is variable or “at risk” and directly linked to both Company and individual performance;

•

Competitive Market Practice: providing total compensation opportunities that are competitive with peers to attract and retain executives with exceptional levels of experience, skills, and education;

•

Stockholder Alignment: aligning executive incentives with the long-term interests of stockholders through equity-based compensation, “at-risk” compensation linked to challenging performance goals which promote long-term stockholder value, and stock ownership requirements; and

•

Retention: establishing multi-year vesting of performance-vested compensation such that an executive must remain with the Company to receive value from an award.

Policies and Practices for Establishing Compensation Packages

Elements of Compensation

The table below describes the generally applicable primary elements of our NEOs’ compensation for 2023.


COMPONENT		DESCRIPTION
Base Salary		Base salary comprises the smallest component of our NEOs’ compensation.

Variable Compensation Plan (“VCP”)		Awards under the VCP are annual incentives delivered in the form of cash and are predominantly tied to Company achievement of annual financial and non-financial objectives. • The VCP payout is based on Company financial performance – namely Adjusted EBITDA, which is then further adjusted to exclude the impact of certain other items determined by our Compensation Committee to arrive at the measure for VCP, and revenue. • The VCP payout based on Company financial performance is subject to an individual performance modifier based on individual objectives that may be either financial or non-financial and support our overall business strategy.

Long-Term Incentives (“LTI”)		LTI comprises the majority of our NEOs’ compensation. • 50% of LTI is delivered in the form of performance-vested restricted stock units (“PRSUs”) that only vest at the end of the applicable performance period if the Company meets pre-determined performance criteria. These performance criteria can include strategic financial metrics tied to our long-term business plan. • 50% of LTI is delivered in the form of time-vested restricted stock units (“RSUs”) that typically vest over a three-year service period.

2023 Say on Pay Results

We held a stockholder advisory vote on executive compensation in 2023, commonly referred to as a “say-on-pay vote,” which resulted in stockholder approval by over 98% of the votes cast on the advisory proposal. We take the views of our stockholders seriously and view this vote result as an indication that the principles of our executive compensation program are strongly supported by our stockholders.

Our Board has adopted a policy that is consistent with stockholder preference that we solicit a say-on-pay vote on an annual basis.

How We Make Compensation Decisions

As our executive compensation program evolves as a public company, it will reflect the belief that the amount earned by our NEOs must depend on achieving rigorous Company and individual performance objectives

designed to enhance stockholder value. We have made and intend to continue to make changes to our executive compensation programs with the goal of aligning our programs with our executive compensation philosophy and also take into consideration recommendations from our CEO based on reviews of individual performance and the feedback received from stockholders via our annual advisory vote on executive compensation.

Competitive Benchmarking

The Compensation Committee establishes the elements of compensation for our executives after a review of compensation market data from the peer group described below. The Compensation Committee reviews each element of compensation independently and in the aggregate to determine the right mix of elements, and associated amounts, for each executive that the Compensation Committee believes best helps further our goals of motivating and retaining our executives, achieving our strategic business plans, and enhancing total shareholder return.

Competitive Peer Group

In determining the design and the amount of each element of compensation, the Compensation Committee, with the assistance of its independent compensation consultant, Mercer (US) Inc., conducts a thorough annual review of competitive market information. The Compensation Committee reviews data from major published surveys and proxy information of peer companies in the professional services and technology-focused industry segments.

The Compensation Committee, with assistance from its compensation consultant, developed a competitive peer group, which the Compensation Committee used to review executive compensation for 2023 (the “Peer Group”). The Peer Group consists of companies that reflect a mix of professional services and technology-focused companies that we compete with for executive talent with industry- specific knowledge and experience. The Peer Group also includes companies in the data processing and outsourcing services, application software and human resources and employment services sectors, as well as management and Board recommendations. Additionally, the Peer Group companies were selected to represent companies with median revenues of $3.7 billion and a median market capitalization of $6.83 billion. While the Compensation Committee uses peer group market data percentiles as reference points in setting executive compensation, it does not target specific benchmark percentiles for any element of compensation or total direct compensation for the executive officers.

The following table sets forth the companies included in our Peer Group used to review executive compensation for 2023:

COMPETITIVE PEER GROUP


ASGN Incorporated	EPAM Systems, Inc.	TriNet Group, Inc.

Black Knight, Inc.	ExlService Holdings Inc.	TTEC Holdings, Inc.

Broadridge Financial Solutions	Genpact Limited	WEX Inc.

CACI International, Inc.	HealthEquity, Inc.	WNS (Holdings) Ltd.

Ceridian HCM Holding Inc.	Insperity, Inc.

Citrix Systems, Inc.	Paychex, Inc.

Overview of 2023 Compensation

Annual Base Salary

Our philosophy is to pay base salaries that are commensurate with the applicable NEO’s experience and expertise, taking into account, among other things, the recommendation of the Consultant and competitive market data for executives with similar roles and responsibilities. The Compensation Committee does not benchmark to a specific percentile within that data. The Compensation Committee reviews each NEO’s base salary annually considering market salary data, relative compensation within the executive group, an assessment of corporate performance, as well as individual performance of each NEO. In 2023, the Compensation Committee approved a base salary increase for Ms. Rooney (10.0%) in recognition of her additional responsibilities when she assumed the Chief Operating Officer role in August 2023.


NAME	BASE SALARY AS OF DECEMBER 31, 2023		BASE SALARY AS OF DECEMBER 31, 2022

Stephan D. Scholl		$800,000		$800,000

Katie J. Rooney		$550,000		$500,000

Martin T. Felli⁽¹⁾		$450,000		N/A

Gregory A. George⁽¹⁾		$500,000		N/A

Gregory R. Goff		$475,000		$475,000

Cesar Jelvez⁽²⁾		N/A		$475,000

(1) Messrs. Felli and George joined the Company on January 9, 2023 and June 2, 2023, respectively.

(2) Mr. Jelvez separated from the Company effective July 27, 2023.

Variable Compensation Plan

The VCP provides our NEOs and other eligible employees an opportunity to share in the Company’s success by aligning annual incentive compensation with annual performance. The VCP encourages the achievement of our internal annual business goals and rewards attainment of those goals through funding of the Company-wide VCP bonus pool that was approved by the Compensation Committee at the start of the performance year. The bonus pool funding for target performance was determined after considering our financial results from the prior year and the annual operating budget for the performance year. The alignment of the VCP with our internal annual business goals is intended to motivate all participants to achieve and exceed our annual performance objectives which directly impacts the level of funding of the VCP bonus pool. To maintain alignment of pay and performance, the Compensation Committee may exercise discretion to determine the extent to which the VCP bonus pool is funded, as well as the amount of VCP payment received by each NEO.

The table below describes the target VCP participation rate and potential VCP payout range for each named executive officer:


NAME	2023 TARGET VCP PARTICIPATION RATE AS A PERCENTAGE OF BASE SALARY			POTENTIAL VCP PAYOUT RANGE AS A PERCENTAGE OF TARGET VCP PARTICIPATION RATE

Stephan D. Scholl		200	%		0-150	%

Katie J. Rooney		100	%		0-150	%

Martin T. Felli		75	%		0-150	%

Gregory A. George		150	%		0-150	%

Gregory R. Goff		75	%		0-150	%

Cesar Jelvez		75	%		0-150	%

VCP Financial Performance Measures

Our priorities for Fiscal 2023 were to drive business growth and create stockholder value. Our 2023 performance measures for VCP payout determinations were Adjusted EBITDA and revenue. Adjusted EBITDA, a non-GAAP financial measure, is defined as earnings before interest, taxes, depreciation, and intangible amortization adjusted for the impact of certain non-cash and other items that we do not consider in the evaluation of ongoing operational performance. This result may then be further adjusted to exclude the impact of certain other items determined by the Compensation Committee. Revenues are principally derived from fees paid by clients for services.

We used these two measures because we believe they are key drivers in increasing stockholder value and because every VCP participant can impact them in some way. Adjusted EBITDA is used as an indicator of our earnings performance. Revenues are used as an indicator of our growth. These measures may change from time to time based on business priorities. The Compensation Committee approved the minimum, target and maximum goals for each measure and the corresponding level of VCP bonus pool funding. The bonus percentage for threshold performance was 25% and maximum bonus percentage was 150% of the target participation rate.

The table below shows the Fiscal 2023 total Company performance goals at target for each of our performance measures and the actual Fiscal 2023 achievement of those goals. Actual results for Adjusted EBITDA achieved the threshold goal and revenue performance goals failed to achieve the target goals, which resulted in 38% funding of the VCP bonus pool.


	ADJUSTED TARGETS		ACTUALS		ACHIEVEMENT (% OF TARGET)			ELEMENT FUNDING			ADJUSTED VCP POOL WEIGHTING			FUNDING
Adjusted EBITDA⁽¹⁾	$	750.0	$	739.0		96	%		50.67	%		75	%		38.0	%
Revenue	$	3,510.0	$	3,410.0		97	%		0.0	%		25	%		0.0	%
															38.0	%

1) See “Management’s Discussion and Analysis of Financial Condition and Results of Operations— Review of Results—Key Components of Our Operations—Non-GAAP Financial Measures” in our Annual Report on Form 10-K for a description of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to its comparable GAAP metric.”

VCP Individual Performance

For named executive officers other than the CEO, individual performance and assignment of the individual performance payout modifier are based on the CEO’s recommendations and assessment of the executive’s performance for the entire fiscal year. The CEO’s individual performance and assignment of the individual performance payout modifier is based on the Compensation Committee’s assessment of Mr. Scholl’s performance against his annual objectives, and the Compensation Committee’s assessment of his leadership in Fiscal 2023. These objectives are not stated in quantitative terms, and a particular weighting is not assigned to any one of these individual goals. The objectives are not established in terms of how difficult or easy they are to attain; rather, they are used in assessing the overall quality of the individual’s achievement of each objective. For Fiscal 2023, the individual factors and other considerations included:

•

the achievement of performance objectives tied to Alight’s financial performance and overall business plan;

•

the accomplishment of Company transformation goals; and

•

qualitative leadership goals.

We do not use a formula to measure individual performance.

Notwithstanding the establishment of the performance components and the formula for determining the VCP award payment amounts, the Compensation Committee can exercise positive or negative discretion and award a greater or lesser amount to our named executive officers than the amount determined by the VCP award formula if, in the exercise of its business judgment, the Compensation Committee determines that a greater or lesser amount is warranted under the circumstances.

Actual VCP Awards

For Fiscal 2023, the Company’s financial performance resulted in 38% funding of each NEO’s VCP bonus. The individual performance payout modifier achieved by each NEO is shown in the table below and represents the assessment of the CEO, except for Mr. Scholl who was assessed by the Compensation Committee, of performance against the objectives described above under “VCP individual performance.” The table below shows the results used by the Compensation Committee in their assessment and determination of the actual VCP bonus payouts for Fiscal 2023 for each named executive officer. Mr. Jelvez separated from the Company effective July 27, 2023 and was not eligible for a VCP payout for Fiscal 2023.


NAME	ELIGIBLE BASE SALARY		VCP TARGET			PERCENTAGE ACHIEVED: TOTAL COMPANY FUNDING			ACTUAL PERCENTAGE ACHIEVED: INDIVIDUAL PERFORMANCE			ACTUAL VCP BONUS
Stephan D. Scholl	$	800,000		200	%		38	%		85	%	$	516,800
Katie J. Rooney	$	550,000		100	%		38	%		85	%	$	177,650
Martin T. Felli⁽¹⁾	$	440,137		75	%		38	%		85	%	$	106,623
Gregory A. George⁽²⁾		—		—			—			—		$	500,000
Gregory R. Goff	$	475,000		75	%		38	%		85	%	$	115,069

(1) Mr. Felli joined the Company on January 9, 2023 and was eligible for a pro rata bonus based on the number of days worked in Fiscal 2023.

(2) Mr. George joined the Company on June 2, 2023 and was eligible for a pro rata bonus based on the number of days worked in Fiscal 2023. Based on Mr. George’s contributions, the Compensation Committee approved an additional $358,632 to total a bonus payout of $500,000, which approximates a full year bonus.

Long-Term Incentive Compensation

The Compensation Committee believes a large part of an executive’s compensation should be linked to long-term stockholder value creation as an incentive for sustained, profitable growth. Therefore, our long-term incentive awards for our NEOs are in the form of equity awards, both performance and time-vested, and provide reward opportunities competitive with those offered by companies in the Peer Group for similar jobs. Consistent with the other elements of compensation, the Compensation Committee does not target specific benchmark percentiles for long-term incentive awards for our NEOs and uses a number of factors in establishing the long-term incentive award levels for each individual, including a review of each individual’s accumulated vested and unvested awards, the current and potential realizable value over time using stock appreciation assumptions, vesting schedules, comparison of individual awards between executives and in relation to other compensation elements, market data, stockholder dilution and accounting expense. Should we deliver against our long-term goals, the long-term equity incentive awards become a significant portion of the total compensation of each executive. For more information on the 2023 long-term equity grants, please see the 2023 Grants of Plan-Based Awards table included in this Annual Report.

LTI Target Levels

The LTI mix for our NEOs in 2023 was 50% RSUs and 50% PRSUs. The Compensation Committee chose this mix of equity-based awards to align the interests of NEOs to our stockholders.

Restricted Stock Units

RSUs granted in 2023 vest in three equal annual installments, subject to the continued employment of the applicable NEO. (See the table entitled “Outstanding Equity Awards at Fiscal 2023 Year-End” for details concerning the vesting schedule of the RSUs.)

Performance-Vested RSUs

PRSUs granted in 2023 vest based on the achievement of pre-determined performance goals over a three–year performance period. (See the table entitled “Outstanding Equity Awards at Fiscal 2023 Year-End” for details concerning the vesting criteria for the PRSUs.) The key features of the 2023 PRSUs are described below:

•

PRSUs give the executive the right (subject to Compensation Committee discretion to reduce but not increase awards beyond the maximum opportunity) to vest in a number of RSUs based on achievement against performance goals over a three-year performance period. Actual shares that will vest, if any, will vary based on the achievement of the performance goals at the end of the three years. The three-year performance period was designed to discourage short-term risk taking and reinforce the link between the interests of our stockholders and our NEOs over the long term.

•

The number of PRSUs that will vest at the end of three years is based on the Company’s achievement of business process as a service (“BPaaS”) revenue and Adjusted EBITDA, as determined by the Compensation Committee and as measured on a cumulative basis over the three-year performance period covering Fiscal 2023 through fiscal year 2025. Each metric (BPaaS revenue and Adjusted EBITDA) is equally weighted at 50%, and the potential payout range as a percentage of the target award is 0% to 200%.

•

If earned at target, 100% of the PRSUs will vest at the end of the three-year performance period.

The Board has the ability under our 2021 Omnibus Incentive Plan (the “2021 Plan”) to make adjustments in the method of calculating the attainment of performance goals for a performance period.

2021 PRSU Performance Period Results

In January 2024, the Compensation Committee reviewed performance for the January 1, 2021 to December 31, 2023 PRSU performance period. The Company’s performance against the Cumulative BPaaS Total Contract Value (“TCV”) Bookings performance metric resulted in the maximum number (250%) of target shares being earned. Shares earned under the 2021 PRSU awards are detailed as part of the Outstanding Equity Awards at Fiscal 2023 Year-End table included in this Annual Report.


	TARGET			ACTUAL PERFORMANCE			ACHIEVEMENT (PERCENTAGE OF PRSUS EARNED)

Cumulative BPaaS TCV Bookings ($B)		$	1.5		$	2.2		250	%

2023 Special Long-Term Incentive Awards

Based on the review of each NEO’s accumulated vested and unvested awards, the current and potential realizable value over time using stock appreciation assumptions, criticality of the executive’s role to executing the Company’s strategy, and retention risk, on March 10, 2023, the Compensation Committee awarded special retention RSU awards to Ms. Rooney with a grant value of $2,000,000 and Messrs. Goff and Jelvez each with a grant value of $1,000,000.

For additional details about these long-term equity awards, please see the 2023 Grants of Plan-Based Awards table and Outstanding Equity Awards at Fiscal 2023 Year-End table included in this Annual Report.

Long-Term Incentive Grant Practices

We do not have any program, plan, or practice to time equity grants to take advantage of the release of material information. During Fiscal 2023, equity awards were granted in March to executive officers at one of our regularly scheduled Compensation Committee meetings.

Other Pay Practices

Securities Trading Policy; No Hedging or Pledging

Directors and executive officers must comply with our Securities Trading Policy and may not engage in any transaction in our securities without first obtaining pre-clearance of the transaction from our Chief Legal Officer and Corporate Secretary. No director or executive officer is permitted to engage in short sales with respect to our stock. Additionally, no director, executive officer or other employee is permitted to, (i) transact through mechanisms that hedge against our securities (i.e., transactions in put options, call options or other derivative securities on an exchange or in any other organized market, or in any other inherently speculative transactions) or (ii) hold our securities in a margin account or otherwise pledge our securities as collateral for a loan. A director, executive officer or other employee may seek pre-clearance from our Board to engage in the transactions set forth in (i) and (ii) in the preceding sentence, but the Board is under no obligation to approve any pre-clearance request. Any transaction pre-clearance will be based on the particular facts and circumstances of each request and may be granted for pledging activity where the requestor wishes to pledge the Company’s securities as collateral for a loan and indicates his or her financial capacity to repay the loan without resort to the pledged securities, taking into consideration the percentage of the pledged securities to the requestor’s total holdings. Such pre-clearance is expected to only be granted in exceptional circumstances, and the Board has not yet received any pre-clearance requests for either a hedging or a pledging transaction by a director or executive. These provisions are part of our overall compliance program to prevent any of our directors, officers, or employees from trading on material non-public information.

Clawback Policy

Effective October 2023, we adopted a standalone clawback policy that is compliant with the requirements of the Dodd-Frank Act, Rule 10D-1 of the Exchange Act and NYSE Rule 303A.14. This policy provides that, upon the occurrence of an accounting restatement of the Company’s financial statements to correct an error, the Compensation Committee must recoup incentive-based compensation that was erroneously granted, earned or vested to our current and former “officers” (as defined under Rule 16a-1 of the Exchange Act) based wholly or in part upon the attainment of any financial reporting measure, subject to limited exceptions. This policy replaces the clawback policy previously adopted by the Compensation Committee in July 2021.

Equity Ownership Guidelines

The Compensation Committee maintains equity ownership guidelines to promote substantial equity ownership by the Company’s management and align their interests with the interests of our long-term stockholders. Each executive officer is required to own equity equal to a multiple of his or her base salary, reflecting such executive officer’s role and level of responsibility at the Company.

For the purposes of these requirements, all shares owned and any unvested RSUs and time-vested restricted shares are included in the calculation. Unvested PRSUs and performance-vested restricted shares are not

included in the calculation. Executive officers have five years from their appointment as an executive officer to attain the required level of ownership. Executive officers who have not yet met their equity ownership requirements are required to retain 100% of their after-tax shares until the share ownership requirement is met. All NEOs have met their applicable equity ownership requirements as of April 29, 2024.


TITLE/POSITION		STOCK OWNERSHIP REQUIREMENT
Chief Executive Officer		6x Base Salary
Chief Financial Officer		3x Base Salary
Other executive officers that are CEO direct reports		2x Base Salary

Executive and Broad-based Employee Benefits

Our NEOs are eligible to participate in benefit programs designed for all of our full-time employees during the period of their employment. These programs include a tax qualified 401(k) savings plan, medical, dental, disability, and life insurance programs and a matching charitable gift program. Our NEOs are eligible to participate in a voluntary executive physical program, which is intended to encourage each individual to receive regular comprehensive physical examinations, as their health and well-being are important to our success.

The benefits and perquisites received by our NEOs and their value are described in more detail in the footnotes to the Summary Compensation Table.

Compensation and Risk Assessment

The Compensation Committee regularly reviews the risks arising from our compensation policies and practices applicable to our executive officers and evaluates the policies and practices that could mitigate any such risk. Based on these reviews, the Compensation Committee does not believe that our compensation policies and practices create risks that are reasonably likely to have a material adverse effect on our company.

Severance Arrangements

Our Board believes that severance arrangements are necessary to attract and retain the talent necessary for our long-term success. Our Board views our severance arrangements as recruitment and retention devices that help secure the continued employment and dedication of our named executive officers, including when we are considering strategic alternatives.

Pursuant to Mr. Scholl’s and Ms. Rooney’s respective employment agreements, Mr. Scholl and Ms. Rooney are each entitled to severance benefits if his or her employment is terminated by us without “cause” (as defined in the applicable employment agreement) or by the named executive officer for “good reason” (as defined in the applicable employment agreement). Each of our other named executive officers has entered into a severance letter agreement with us under which each such named executive officer is entitled to severance benefits if he or she is terminated by us without “cause” (as defined in the severance letter agreements) or by him or her for “good reason” (as defined in the severance letter agreements), as applicable. See “—Potential Payments Upon Termination or Change in Control” below for further information regarding the severance arrangements of our named executive officers.

Employment Agreements

On August 18, 2021, Alight Solutions LLC (“Alight Solutions”), a subsidiary of the Company, entered into (i) an amended and restated employment agreement with Stephan Scholl, the CEO of Alight Solutions and the Company (the “Scholl Agreement”) and (ii) an employment agreement with Katie Rooney, the Chief Financial Officer of Alight Solutions and the Company (the “Rooney Agreement”).

The Scholl Agreement

Under the terms of the Scholl Agreement, Mr. Scholl serves as our CEO. His initial term of employment will be five years from the effective date of the Scholl Agreement, which term will automatically extend for successive one-year periods unless either party provides written notice not to extend the term. Mr. Scholl receives a base salary of $800,000 per year, which may be increased (but not decreased) from time to time by the Board and is eligible to receive an annual bonus targeted at 200% of his base salary.

The Scholl Agreement also provides that upon a “change in control” (as defined in the Scholl Agreement) of Alight Solutions, any initial equity-based incentive awards granted to Mr. Scholl in connection with the closing of the Company’s business combination on July 2, 2021 (the “Initial Grant”) will immediately vest in full, subject to Mr. Scholl’s continued employment on the date of such change in control. However, if Mr. Scholl’s employment is terminated by Alight Solutions without “cause” or by Mr. Scholl with “good reason” (as each term is defined in the Scholl Agreement), in either case, in the six-month period prior to a change in control, Mr. Scholl will be deemed employed as of the date of the change in control for purposes of vesting with respect to the Initial Grant.

Pursuant to the Scholl Agreement, Mr. Scholl is also entitled to (i) reimbursement by Alight Solutions for costs associated with his use of private aviation for business related purposes, in an amount up to an annual average of $6,700 per hour for up to 200 flight hours per year, and (ii) travel first-class on any commercial flight for business purposes. For further information regarding private aviation, please refer to “Certain Relationships and Related-Person Transactions.”

As more specifically described and set forth in the Scholl Agreement, Mr. Scholl is also eligible to receive severance benefits following certain terminations of his employment. Upon a termination of Mr. Scholl’s employment by us without “cause” or by Mr. Scholl for “good reason” (as each term is defined in the Scholl Agreement), Mr. Scholl will be entitled to receive the following payments and benefits, subject to his timely execution and non-revocation of a general release of claims: (i) a severance payment, payable in equal installments over 24 months following termination and equal to two times the sum of: (A) his annual base salary (at the highest rate in effect in the 6-month period preceding his termination date) and (B) his average annual bonus over the two most recent full completed fiscal years immediately preceding the fiscal year in which his termination date occurs (and if he was not employed by us for two full fiscal years immediately preceding the year in which his termination date occurs, the amount will be based on his average annualized bonus received in respect of the fiscal years in which he was actually employed); (ii) a pro-rata portion of his annual bonus for the year in which the termination occurs based on actual results for such year; (iii) continued participation in our group health plan for up to 12 months following his termination date; and (iv) access to outplacement services for the 12-month period following his termination date.

The Rooney Agreement

Under the terms of the Rooney Agreement, Ms. Rooney serves as our Global Chief Financial Officer and Chief Operating Officer. Her initial term of employment will be three years from the effective date of the Rooney

Agreement, which term will automatically extend for successive one-year periods unless either party provides written notice not to extend the term. Ms. Rooney receives a base salary of $550,000 per year, which may be increased (but not decreased) from time to time by the Board and is eligible to receive an annual bonus targeted at 100% of her base salary.

As more specifically described and set forth in the Rooney Agreement, Ms. Rooney is also eligible to receive severance benefits following certain terminations of her employment. Upon a termination of Ms. Rooney’s employment by us without “cause” or by

Ms. Rooney for “good reason” (as each term is defined in the Rooney Agreement), Ms. Rooney will be entitled to receive the following payments and benefits, subject to her timely execution and non-revocation of a general release of claims: (i) a severance payment, payable in equal installments over 24 months following termination and equal to two times the sum of: (A) her annual base salary (as in effect immediately prior to her termination date or immediately prior to any reduction if her termination is due to a reduction in base salary) and (B) her average annual bonus over the two most recent full completed fiscal years immediately preceding the fiscal year in which her termination date occurs; (ii) continued participation in our group health plan for up to 12 months following her termination date; and (iii) access to outplacement services for the 12-month period following her termination date.

The Employment Agreements also subject Mr. Scholl and Ms. Rooney to certain restrictive covenants, including confidentiality of information, non-competition, non-solicitation, and non-disparagement. The confidentiality and non-disparagement covenants have an indefinite term, and the non-competition and non-solicitation covenants each have terms effective both during the term of Mr. Scholl’s and Ms. Rooney’s employment and for two years following any termination of employment.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on that review and its discussions, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Annual Report.

Members of the Compensation Committee:

Richard N. Massey (Chair)

Daniel S. Henson

Denise Williams

Summary Compensation Table

The following table provides compensation information for our Fiscal 2023 NEOs. The table also shows compensation information for fiscal years 2022 and 2021 for current NEOs who were also NEOs during either of those years. The sum and/or computation of individual numerical amounts disclosed in the following tables and related footnotes may not equal the total due to rounding.


Name and Principal Position	Year		Salary			Bonus⁽¹⁾			Stock Awards⁽²⁾			Non-Equity Incentive Plan Compensation⁽³⁾			All Other Compensation⁽⁴⁾			Total

Stephan D. Scholl

Chief Executive Officer		2023		$	800,000			—		$	6,599,992		$	516,800		$	36,545		$	7,953,337
Chief Executive Officer		2022		$	800,000			—		$	5,000,000		$	1,440,000		$	25,024		$	7,265,024

		2021		$	800,000			—		$	53,059,986		$	1,600,000		$	25,858		$	55,485,844

Katie J. Rooney

Global Chief Financial Officer and Chief Operating Officer		2023		$	521,402			—		$	3,529,992		$	177,650		$	30,820		$	4,259,864
Global Chief Financial Officer and Chief Operating Officer		2022		$	500,000			—		$	1,900,000		$	450,000		$	23,334		$	2,873,334

		2021		$	500,000			—			$22,505,156		$	500,000		$	19,887		$	23,525,043

Martin T. Felli

Chief Legal Officer and Corporate Secretary		2023		$	440,625					$	2,699,996		$	106,623		$	10,530		$	3,257,774

Gregory A. George

Chief Commercial Officer, North America		2023		$	289,773		$	858,632		$	5,499,977		$	141,368		$	1,274		$	6,791,024

Gregory R. Goff

Chief Technology and Delivery Officer		2023		$	475,000			—		$	2,502,985		$	115,069		$	50,190		$	3,143,244
Chief Technology and Delivery Officer		2022		$	468,750			—		$	2,000,000		$	320,625		$	28,552		$	2,817,927

		2021		$	450,000			—		$	7,896,284		$	337,500		$	13,260		$	8,697,045

Cesar Jelvez

Former Chief Professional & Global Payroll Officer		2023		$	273,515			—		$	5,784,808			—		$	263,767		$	6,322,090
Former Chief Professional & Global Payroll Officer		2022		$	475,000			—		$	1,900,000		$	320,625		$	24,455		$	2,720,080

		2021		$	475,000			—		$	8,178,149		$	356,250		$	12,852		$	9,022,252

(1) Amount reflects a $500,000 sign-on bonus and a $358,632 approved incremental bonus to approximate a full year VCP payout for Mr. George (see “Variable Compensation Plan – Actual VCP Awards” for more details).

(2) Amounts reflect the aggregate grant date fair value of RSU and PRSU awards. If maximum performance conditions are achieved over the entire three-year period, the grant date fair values for the PRSUs granted in Fiscal 2023 would be: Mr. Scholl, $6,600,000; Ms. Rooney, $1,530,000; Mr. Felli, $2,700,000; Mr. George, $5,000,000; Mr. Goff, $1,503,000; and Mr. Jelvez $1,503,000. Additionally, in accordance with a General Release between the Company and Mr. Jelvez, he received pro-rata vesting of his 2021 RSUs and vesting of his 2021 PRSUs based on target performance. Amount includes the incremental fair value of these awards attributable to the approved continued vesting of these awards as of Mr. Jelvez’s separation date. For a description of the assumptions used to determine the compensation cost of our awards, see the notes to our audited consolidated financial statements.

(3) Amounts reflect cash incentive amounts earned by the executives under our VCP.

(4) Amounts shown in the All Other Compensation column for Fiscal 2023 are detailed in the table below (see “—Compensation Discussion and Analysis” for more details on the items in the table below):


Name	Life Insurance^(a)			401(k) Plan Match^(b)			Executive Physical^(c)			Tax Payments^(d)			Other Payments^(e)			Severance^(f)			Total

Stephan D. Scholl		$	3,494		$	7,625		$	5,386		$	4,284		$	15,756			—		$	36,545

Katie J. Rooney		$	1,044		$	20,525		$	5,419		$	2,239		$	1,593			—		$	30,820

Martin T. Felli		$	2,678			—		$	5,665		$	2,187			—			—		$	10,530

Gregory A. George		$	1,274			—			—			—			—			—		$	1,274

Gregory R. Goff		$	1,972		$	20,525		$	6,083		$	1,958		$	19,652			—		$	50,190

Cesar Jelvez		$	958		$	20,418		$	2,001		$	5,391		$	37,082		$	197,917		$	263,767

(a) Amounts reflect imputed income for insurance.

(b) Amounts reflect company matching contributions under our 401(k) Plan.

(d) Amounts reflect tax payments to Messrs. Scholl, Felli, Goff, and Jelvez and Ms. Rooney for the executive physical program, and tax payment to Mr. Jelvez related to the reimbursement of the cost for his spouse to accompany him on a business trip.

(e) Amounts reflect imputed income for attendance at Alight’s top sales leader annual recognition event for Messrs. Scholl ($15,756), Goff ($19,652), and Jelvez ($22,335), tax receivable agreement payment to Ms. Rooney, and reimbursement to Mr. Jelvez for the cost for his spouse to accompany him on a business trip ($14,747).

(f) Amounts reflect severance benefits in connection with Mr. Jelvez’s separation from the Company.

2023 Grants of Plan-Based Awards

The following table sets forth summary information regarding all grants of plan-based awards made to our NEOs during Fiscal 2023. The sum and/or computation of individual numerical amounts disclosed in the following tables and related footnotes may not equal the total due to rounding.


			ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS⁽¹⁾									ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS⁽²⁾						ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS⁽³⁾ (#)		ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING (#)	GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS⁽⁴⁾ ($)
NAME	GRANT DATE		THRESHOLD ($)			TARGET ($)			MAXIMUM ($)			THRESHOLD (#)		TARGET (#)		MAXIMUM (#)					GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS⁽⁴⁾ ($)

Stephan D. Scholl

		N/A		$	400,000		$	1,600,000		$	3,200,000

		3/10/2023											—		372,460		744,920					$	3,299,996

		3/10/2023											—						372,460			$	3,299,996

Katie J. Rooney

		N/A		$	137,500		$	550,000		$	1,100,000

		3/10/2023											—		86,343		172,686					$	764,999

		3/10/2023																	86,343			$	764,999

		3/10/2023⁽⁵⁾																	225,733			$	1,999,994

Martin T. Felli

		N/A		$	82,526		$	330,103		$	660,205

		3/10/2023											—		152,370		304,740					$	1,349,998

		3/10/2023																	152,370			$	1,349,998

Gregory A. George

		N/A		$	109,418		$	437,671		$	875,342

		6/02/2023											—		281,848		563,696					$	2,499,992

		6/02/2023																	281,848			$	2,499,992

		6/02/2023

SEC Form 10-K/A filed by Alight Inc. (Amendment)