Business Context and Reporting Period
This Form 8-K Current Report was filed by Alight, Inc. on March 25, 2026. The filing discloses the approval of equity award grants for named executive officers and key employees under the Company's 2021 Omnibus Plan.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. The report focuses exclusively on executive compensation arrangements.
Material Changes and Executive Compensation
Effective March 25, 2026, the Compensation Committee approved Time-Value-Return (TVR) Awards in the form of performance-vesting restricted stock units (RSUs). The grants are designed to incentivize strong financial performance and stock price appreciation.
- Rohit Verma: Granted 7,000,000 shares subject to TVR Award.
- Martin Felli: Granted 1,250,000 shares subject to TVR Award.
The awards vest based on the achievement of specific stock price milestones (Volume-Weighted Average Price or VWAP) over a 20-day consecutive trading period. The measurement period runs from April 1, 2026, to the earlier of December 31, 2030, or a change in control.
Performance Milestones and Vesting Structure
Vesting occurs in four tranches, each representing 25% of the total award. Vesting is linear within each tranche based on the highest 20-day VWAP achieved.
| Tranche | Minimum 20-day VWAP | Maximum 20-day VWAP | Percentage Earned at Max |
|---|---|---|---|
| 1 | $1.50 | $2.25 | 25% |
| 2 | $2.25 | $3.00 | 25% |
| 3 | $3.00 | $3.75 | 25% |
| 4 | $3.75 | $4.50 | 25% |
Executives must remain actively employed through the end of a calendar quarter to vest in incremental portions earned during that quarter. Vested shares are subject to a 12-month retention requirement.
Outlook, Risks, and Contingencies
The filing does not contain forward-looking guidance on revenue or earnings. The primary contingency is the Company's ability to achieve the specified stock price targets. The measurement period terminates automatically upon a change in control, at which point the change in control stock price is deemed to equal the 20-day VWAP for that quarter if it exceeds the actual highest achieved VWAP.
Key Facts for Investor Verification
- Verify the current trading price of Alight, Inc. Class A Common Stock (ALIT) relative to the $1.50 minimum vesting threshold.
- Confirm the total number of shares outstanding to assess the potential dilution impact of the 8,250,000 shares granted.
- Monitor quarterly stock price performance to track progress toward the $4.50 maximum vesting target.
- Review the 2021 Omnibus Plan for details on the total pool of shares available for future grants.