Alight (ALIT) Proxy Filing summary

Executive summary

• 2024 marked a pivotal year with strategic repositioning, including cloud migration, divestiture of Payroll and Professional Services, and leadership evolution, setting a foundation for sustainable growth and enhanced stockholder value.

• Achieved sequential recurring revenue improvement, robust cash flow, strong bookings, and significant debt reduction, improving financial flexibility.

• Initiated a quarterly cash dividend and increased share repurchase authorization, emphasizing capital return to stockholders.

• Refreshed Board of Directors with industry veterans to align with strategic direction and support the next phase of growth.

• Looking ahead, 2025 is expected to bring steady progress and strong execution amid a dynamic global environment.

Voting matters and shareholder proposals

• Election of four Class I directors for three-year terms expiring at the 2028 annual meeting.

• Ratification of Ernst & Young LLP as independent registered public accounting firm for 2025.

• Advisory (non-binding) approval of 2024 executive compensation (Say-on-Pay).

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 11 directors, with 9 independent members and an average tenure of less than two years.

• Board leadership structure separates CEO and Chairperson roles; non-executive chair appointed in 2025.

• Annual Board and committee self-evaluations, structured risk oversight, and periodic review of governance documents.

• Committees: Audit, Compensation, and Nominating and Corporate Governance, all fully independent.

• Directors receive majority of compensation in restricted stock units; robust share ownership guidelines in place.