ALIGHT INC CLASS A (ALIT)
Sector: Industrials
2026 Annual Meeting Analysis
ALIGHT INC CLASS A · Meeting: June 10, 2026
Directors FOR
2
Directors AGAINST
1
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Three Class II Director Nominees
Against Analysis
Mr. Massey has served on the board since 2021 — well beyond the 24-month exemption — meaning his full tenure overlaps with the period of severe stock underperformance. The company's 3-year total shareholder return is deeply negative (approximately -93%), and Alight has underperformed its own disclosed compensation peer group median by 73.5 percentage points over three years, far exceeding the 20 percentage-point trigger that applies when absolute returns are negative. The 5-year check does not provide a mitigant because Alight's 5-year return is also deeply negative (-93%) and the underperformance gap versus the peer group over five years (-63.9 percentage points) likewise exceeds the 20-point threshold, indicating sustained multi-year destruction of shareholder value rather than a transient dip.
For Analysis
Mr. Fradin joined the board in 2025, which is within the 24-month exemption window under the policy, so he is not subject to the TSR underperformance trigger; he brings deep relevant experience as former CEO of Aon Hewitt and SunGard, and no overboarding, attendance, or independence concerns are present.
Mr. Lopes joined the board in 2025, which is within the 24-month exemption window, so he is not subject to the TSR underperformance trigger; he brings extensive human resources and benefits industry experience and no other policy concerns are present.
Two of the three nominees (Fradin and Lopes) joined in 2025 and are exempt from the TSR trigger under the 24-month new-director exemption; both have strong relevant credentials and receive FOR votes. Richard Massey, a director since 2021, is subject to the full TSR analysis: Alight's stock has lost over 90% of its value over three and five years, underperforming its peer group by 73.5 percentage points on a 3-year basis and 63.9 percentage points on a 5-year basis, both well above the 20-point threshold applicable to companies with negative absolute returns, warranting an AGAINST vote.
Say on Pay
✗ AGAINSTCEO
David D. Guilmette
Total Comp
$10,645,531
Prior Support
N/A
The CEO received total compensation of $10,645,531 for 2025, which is a large pay package for a company with a market capitalization of only $346 million — well above what would be expected for a CEO at a company of this size in the technology sector, raising a significant pay-level concern. More critically, the pay-for-performance alignment test fails badly: Alight's stock fell approximately 87% in the past year and approximately 93% over three years, underperforming its own peer group by more than 73 percentage points over three years, yet the CEO's compensation package included nearly $9.6 million in stock awards at grant-date value alongside large severance payments, with the incentive structure not meaningfully linking executive outcomes to the catastrophic shareholder experience. While the 'compensation actually paid' figure was negative due to the stock price collapse reducing the realized value of equity awards, the reported grant-date value of new awards remained very high, indicating the incentive structure continued to grant above-benchmark equity even as shareholders suffered severe losses.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$3,693,500
Non-Audit Fees
$68,600
Non-audit fees (audit-related fees of $65,000 plus other fees of $3,600, totaling $68,600) represent approximately 1.9% of audit fees ($3,693,500), which is well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the filing so the tenure trigger cannot fire, and EY is a Big 4 firm appropriate for a company of Alight's size and complexity.
Stockholder Proposals
3 proposals submitted by shareholders
Proposal 4
Approve an Amendment to the Alight Charter to Declassify the Board (Proposal No. 4)
This is a board-proposed amendment to move from a classified board structure (where directors serve staggered three-year terms) to an annual election structure where all directors stand for election every year — a widely recognized pro-shareholder governance improvement that increases board accountability. The transition is phased in gradually starting at the 2027 annual meeting, with full annual elections beginning at the 2029 meeting, which is a reasonable implementation approach. Shareholders should support this change because it gives them more frequent opportunities to hold directors accountable for company performance, which is especially important given Alight's sustained stock underperformance.
Proposal 5
Approve an Amendment to the Alight Charter to Provide Exculpatory Protection to Certain Officers (Proposal No. 5)
This amendment would extend to certain corporate officers the same protection from personal liability for monetary damages for breaches of the duty of care that directors already enjoy under Delaware law — a change that Delaware explicitly authorized in 2022. While some shareholders prefer officers to remain fully personally liable, this protection applies only to the duty of care (honest mistakes), not to breaches of the duty of loyalty, fraud, or intentional misconduct, which remain fully actionable. The board's stated rationale of attracting and retaining qualified officers is legitimate, and the protection is narrowly defined and market-standard for Delaware companies, making a FOR vote appropriate.
Proposal 6
Approve Alternate Amendments to the Alight Charter to Authorize Reverse Stock Splits at Ratios of 1-for-10, 1-for-20, 1-for-30, and 1-for-40 and Corresponding Decreases in Authorized Shares (Proposal No. 6)
Alight's stock is currently trading at approximately $0.66, far below the NYSE's minimum price requirement for continued listing, and the company faces potential delisting if it cannot bring its share price back above the exchange's threshold. A reverse stock split — which combines multiple existing shares into fewer shares at a proportionally higher price — is the most direct tool available to meet that requirement without changing the underlying value of shareholders' ownership stake. Shareholders should support this proposal because a NYSE delisting would be far more damaging to share value and liquidity than a reverse split, and the board is seeking approval for a range of ratios rather than committing to the most dilutive option, preserving flexibility to choose the least disruptive ratio.
Overall Assessment
The 2026 Alight annual meeting features six proposals, with the most consequential being the AGAINST votes on Say on Pay and the director election of Richard Massey, both driven by the company's catastrophic multi-year stock performance — a more than 90% loss over three years that has dramatically underperformed Alight's own peer group by over 73 percentage points. The three board-proposed charter amendments (board declassification, officer exculpation, and reverse stock splits) all receive FOR votes as they represent either genuine governance improvements or necessary actions to preserve NYSE listing, while two of the three director nominees receive FOR votes as they joined the board too recently to be held accountable for prior underperformance.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing