Proxy Statement (Form DEF 14A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14AINFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒   Filed by a Party other than the Registrant  ☐

Check the appropriate box:

agilon health, inc.

(Name of Registrant as Specified in its Charter)

(Name(s) of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

CEO Message.

Table of Contents.

Cautionary Language Regarding

Forward-Looking Statements.

Statements in this Notice of Annual Meeting of Stockholders and Proxy Statement that are not historical factual statements are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Some of the forward-looking statements can be identified by the use of forward-looking terms such as "believes," "expects," "may," "will," "shall," "should," "would," "could," "seeks," "aims," "projects," "is optimistic," "intends," "plans," "estimates," "anticipates" or the negative versions of these words or other comparable terms. Forward-looking statements appear in several places throughout this Notice of Annual Meeting of Stockholders and Proxy Statement and include, without limitation, statements regarding our intentions, beliefs, assumptions or current expectations concerning, among other things, our financial position, action plans, growth strategies, Centers for Medicare & Medicaid Services reimbursement rates, the macroeconomic environment, the benefits of our Class of 2026 partners, the benefits our Total Care Model offers, and our sustainability initiatives. Forward-looking statements reflect our current expectations and views about future events and are subject to risks and uncertainties that could significantly affect our future financial condition and results of operations. While forward-looking statements reflect our good faith belief and assumptions we believe to be reasonable based upon current information, they are not guarantees of timing, future results or performance. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be outside our control. Factors that could cause actual results and outcomes to differ from those reflected in the forward-looking statements include, without limitation: our history of net losses and the expectation that our expenses will increase in the future; failure to identify and develop successful new geographies, physician partners and payors, or execute upon our growth initiatives; success in executing our operating strategies or achieving results consistent with our historical performance; medical expenses incurred on behalf of our members may exceed revenues we receive; our ability to maintain and secure additional contracts with Medicare Advantage payors on favorable terms, if at all; our ability to grow new physician partner relationships sufficient to recover startup costs; availability of additional capital, on acceptable terms or at all, to support our business in the future; significant reduction in our membership; transition to a Total Care Model may be challenging for physician partners; public health crises, such as pandemics or epidemics, could adversely affect us; inaccuracy in estimates of our members' risk adjustment factors, medical services expense, incurred but not reported claims, and earnings pursuant to payor contracts; the impact of restrictive clauses or exclusivity provisions in some of our contracts with physician partners; our ability to hire and retain qualified personnel; our ability to realize the full value of our intangible assets; security breaches, cybersecurity attacks, loss of data and other disruptions to our information systems; our ability to protect the confidentiality of our know-how and other proprietary and internally developed information; reliance on our subsidiaries; reliance on a limited number of key payors; our use of artificial intelligence; the limited terms of contracts with our payors and our ability to renew them upon expiration; our ability to navigate the changing healthcare payor market; our reliance on our payors, physician partners and other providers to operate our business; our ability to obtain accurate and complete diagnosis data; our reliance on third-party software, data, infrastructure and bandwidth; consolidation and competition in the healthcare industry; the impact of changes to, and dependence on, federal government healthcare programs; uncertain or adverse economic and macroeconomic conditions, including a downturn or decrease in government expenditures; regulation of the healthcare industry and our physician partners' ability to comply with such laws and regulations; federal and state investigations, audits and enforcement actions; repayment obligations arising out of payor audits; negative publicity regarding the managed healthcare industry generally; our use, disclosure and processing of personally identifiable information, protected health information, and de-identified data; failure to obtain or maintain an insurance license, a certificate of authority or an equivalent authorization; current and potential securities class action litigation; lawsuits not covered by insurance; changes in tax laws and regulations, or changes in related judgments or assumptions; our indebtedness and our potential to incur more debt; dependence on our subsidiaries for cash to fund all of our operations and expenses; provisions in our governing documents; ability to achieve a return on investment depends on appreciation in the price of our common stock; and sustainability issues. Additionally, forward-looking statements should be considered in conjunction with the cautionary statements contained in the Company's Annual Report on Form 10-K, including, without limitation, those risks and uncertainties set forth under "Item 1A, Risk Factors," as such risk factors may be amended, supplemented or superseded from time to time by other reports we file with the U.S. Securities and Exchange Commission ("SEC"). Except as required by law, we do not undertake, and hereby disclaim, any obligation to update any forward-looking statements, which speak only as of the date on which they are made.

Proxy Statement Summary.

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. Page references are supplied to help you find further information in this proxy statement.

MEETING INFORMATION

WAYS TO VOTE

Stockholders of record holding shares of common stock, par value $0.01 per share (the "common stock") as of the close of business on April 4, 2025 (the "Record Date") are entitled to vote at the Annual Meeting. Beneficial owners whose Shares are held at a brokerage firm or by a bank or other nominee should follow the voting instructions that they received from the nominee.

VOTING RECOMMENDATIONS

Nominees

Current Occupation

Age

Director Since

Independent

Silvana Battaglia

Executive Vice President and Chief Human Resources Officer for Cencora

57

2023

Sharad Mansukani, M.D.

Chairman of Convey Health Solutions Senior, director of Monogram Health, Inc., trustee of the Children's Hospital of Philadelphia, advisor to TPG, and member of The Wharton School Healthcare Policy Board

55

2017

OUR VALUES

EXECUTIVE COMPENSATION PROGRAM DESIGN AND GOVERNANCE PRACTICES

Our executive compensation program is designed to provide strong alignment between executive pay, stockholder interests, and company performance, and incorporates best practices such as the following:

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 28, 2025.

The proxy statement and annual report to stockholders are available at www.proxyvote.comorwww.investors.agilonhealth.com

In accordance with rules and regulations adopted by the SEC, we are pleased to provide access to our proxy materials over the Internet to all of our stockholders rather than in paper form. Accordingly, the Notice of Internet Availability has been mailed to our stockholders on or about April 17, 2025. Stockholders will have the ability to access the proxy materials on the websites listed above, or to request a printed set of the proxy materials be sent to them by following the instructions in the Notice of Internet Availability. By furnishing a Notice of Internet Availability and access to our proxy materials by the Internet, we are lowering the costs and reducing the environmental impact of our annual meeting.

The Notice of Internet Availability also provides instructions on how you may request that we send future proxy materials to you by electronic mail or in printed form by mail. If you choose to receive future proxy materials by electronic mail, you will receive an electronic mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by electronic mail or in printed form by mail will remain in effect until you terminate it. We encourage you to choose to receive future proxy materials by electronic mail, which will allow us to provide you with the information you need expeditiously, will save us the cost of printing and mailing documents to you, and will conserve natural resources.

Questions and Answers About the Proxy Materials and Annual Meeting.

WHAT ARE THE PROXY MATERIALS?

The board of directors ("board of directors" or "board") of agilon health, inc., a Delaware corporation (referred to as "agilon," "agilon health," the "Company," "we," "us," or "our"), has made these proxy materials available to you on the Internet, or is providing printed proxy materials to you pursuant to your request, in connection with the solicitation of proxies for use at our 2025 Annual Meeting of Stockholders (the "Annual Meeting") to be held on Wednesday, May 28, 2025, at 12:00 p.m., (Eastern Time), via virtual meeting at www.virtualshareholdermeeting.com/AGL2025, for the purpose of considering and acting upon the matters set forth in this proxy statement.

This proxy statement includes important information that we are required to provide to you under U.S. Securities and Exchange Commission ("SEC") rules and is designed to assist you in voting your shares. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice of Internet Availability of Proxy Materials ("Notice of Internet Availability"). These proxy materials are being made available or distributed to you on or about April 17, 2025. As a stockholder, you are invited to virtually attend the Annual Meeting and are requested to vote on the proposals described in this proxy statement.

WHY DID WE RECEIVE ONLY ONE COPY OF THE NOTICE OF INTERNET AVAILABILITY AND HOW MAY I OBTAIN AN ADDITIONAL COPY?

We are sending one copy of our Notice of Internet Availability to stockholders who share the same last name and address, unless they have notified us that they want to continue receiving multiple copies. This practice, known as "householding," is designed to reduce duplicate mailings and save printing and postage costs.

If your household received a single mailing this year and you would like to have additional copies of our Notice of Internet Availability mailed to you or you would like to opt out of this practice for future mailings, we will promptly deliver such additional copies to you if you submit your request to agilon health, inc., c/o Corporate Secretary, 440 Polaris Parkway, Suite 550, Westerville, OH 43082. You may also contact us in the same manner if you received multiple copies of the Notice of Internet Availability and would prefer to receive a single copy in the future.

All stockholders and beneficial owners may access the proxy materials at www.proxyvote.comas well as the Company's website - www.investors.agilonhealth.com.If you would like to receive a paper or e-mail copy of our proxy materials, at no charge, please make the request by mail to agilon health, inc., c/o Corporate Secretary, 440 Polaris Parkway, Suite 550, Westerville, OH 43082, by Internet at www.proxyvote.com, by telephone to 1-800-579-1639 or by e-mail to sendmaterial@proxyvote.com.

WHAT ITEMS OF BUSINESS WILL BE VOTED ON AT THE ANNUAL MEETING?

The items of business scheduled to be voted on at the Annual Meeting are:

HOW DOES THE BOARD OF DIRECTORS RECOMMEND I VOTE ON THESE PROPOSALS?

At the discretion of the proxy holders, either "FOR" or "AGAINST," any other matter or business that may properly come before the Annual Meeting.

As of the date hereof, our board of directors is not aware of any other such matter or business to be transacted at our Annual Meeting. If other matters requiring a vote of the stockholders arise, the persons designated as proxies will vote the shares of common stock of the Company, par value $0.01 per share ("common stock"), represented by the proxies in accordance with their judgment on those matters.

WHO IS ENTITLED TO VOTE AT THE ANNUAL MEETING?

The record date for stockholders entitled to notice of, and to vote at, the Annual Meeting is April 4, 2025. At the close of business on that date, we had 412,999,684 shares of common stock issued and outstanding and entitled to be voted at the Annual Meeting held by approximately 744 stockholders of record. A quorum is required for our stockholders to conduct business at the Annual Meeting. The presence in person or by proxy of the holders of record of a majority of the shares of common stock entitled to vote at the Annual Meeting is necessary to constitute a quorum at the Annual Meeting. Each outstanding share of common stock is entitled to one vote. Dissenters' rights are not applicable to any of the matters being voted upon at the Annual Meeting.

By granting a proxy, you authorize the persons named in the proxy to represent you and vote your shares at the Annual Meeting. Those persons will also be authorized to vote your shares to adjourn the Annual Meeting from time to time and to vote your shares at any adjournments or postponements of the Annual Meeting.

Registered Stockholders. If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A. ("Computershare"), you are considered the stockholder of record with respect to those shares, and the Notice of Internet Availability was provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy directly to the Company's representatives listed on its proxy card or to vote in person at the Annual Meeting.

Beneficial Stockholders. If your shares are held in a stock brokerage account or by a broker, bank, trustee or other nominee, you are considered the beneficial owner of shares held in "street name" and the Notice of Internet Availability was forwarded to you by your broker, bank, trustee or other nominee, who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank, trustee or other nominee how to vote your shares using the methods prescribed by your broker, bank, trustee or other nominee on the voting instruction card provided to you. Beneficial owners are also invited to attend the Annual Meeting.

However, since you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you follow your broker's, bank's, trustee's or other nominee's procedures for obtaining a legal proxy.

WHAT VOTES ARE REQUIRED TO APPROVE EACH OF THE PROPOSALS?

Proposal 1, the nominees for Class I director, will be elected by a plurality of the votes cast of the outstanding shares of our common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors, which means that the two nominees receiving the highest number of affirmative votes will be elected.

Proposal 2, the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2025, will be determined by the affirmative vote of the holders of at least a majority of the outstanding shares of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal. The Audit Committee has sole and direct responsibility for the appointment, retention, termination, compensation, evaluation and oversight of the work of any independent registered public accounting firm engaged by the Company. The Audit Committee has already appointed Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2025. In the event of a negative vote on the ratification, the Audit Committee may reconsider its appointment of Ernst & Young LLP for 2025; however, the Audit Committee will consider the outcome of the vote when making appointments of our independent registered public accounting firm in future years.

Proposal 3, the advisory vote approving the compensation paid to the Company's named executive officers, will be determined by the affirmative vote of the holders of at least a majority of the outstanding shares of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal. As an advisory vote, this proposal is not binding. However, our board of directors and Compensation and Human Capital Committee will consider the outcome of the vote when making future compensation decisions for our named executive officers.

HOW ARE BROKER NON-VOTES AND ABSTENTIONS COUNTED?

Shares of common stock represented by proxies at the meeting, including broker non-votes and those that are marked "WITHHOLD" or "ABSTAIN," will be counted as shares present for purposes of establishing a quorum.

A broker non-vote occurs when a broker or nominee holding shares for a beneficial owner votes on one proposal, but does not vote on another proposal because the broker or nominee does not have discretionary voting power and has not received instructions from the beneficial owner. Brokers only have discretionary voting power with regard to "routine" matters. Only the ratification of the selection of our independent registered public accounting firm in Proposal 2 is considered a "routine" matter. Your broker will therefore not have discretion to vote on the "non-routine" matters set forth in Proposals 1 and 3, absent direction from you. Broker non-votes are not voted affirmatively or negatively, they will therefore not have an effect on the outcome of Proposals 1 and 3.

Neither withholding authority to vote or abstaining with respect to one or more nominees will have an effect on the outcome of the election of directors in Proposal 1. As to Proposals 2 and 3, shares represented by proxies that are marked "ABSTAIN" will have the effect of a vote against the proposal.

CAN I VOTE AT THE ANNUAL MEETING?

For stockholders with shares registered in the name of a brokerage firm or bank or other similar organization, you will need to obtain a legal proxy from the broker, bank, trustee or other nominee that holds your shares before you can vote your shares in person at the Annual Meeting. For stockholders with shares registered directly in their names with Computershare, you may vote your shares virtually at the Annual Meeting.

MAY STOCKHOLDERS ASK QUESTIONS?

Yes. Representatives of the Company will answer stockholders' questions of general interest (with the exception of any questions that are irrelevant to the purpose of the Annual Meeting or our business or that contain inappropriate or derogatory references) following the meeting in accordance with the rules and regulations of the Annual Meeting. Questions can be asked by entering the question into the question-and-answer text box once in the virtual meeting. A representative of the Company will read the question aloud prior to responding. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition. The questions and answers will be posted on the Company's website on the same page as other investor presentations for 30 days after the Annual Meeting. In case of technical issues, stockholders may call the technical support phone number(s) provided on the login page of the virtual stockholder meeting site.

CAN I VOTE VIA THE INTERNET?

For beneficial stockholders with shares registered in the name of a broker, bank, trustee or other nominee, a number of brokerage firms and banks are participating in a program that offers an Internet voting option. Stockholders should refer to the voting instruction card provided by their broker, bank, trustee or other nominee for instructions on the voting methods they offer. Registered stockholders with shares registered directly in their names with Computershare will also be able to vote using the Internet. For instructions on how to vote, please refer to the instructions included on the Notice of Internet Availability.

If your shares are held in an account at a broker, bank, trustee or other nominee participating in this program or registered directly in your name with Computershare, you may vote those shares by accessing the Internet website address specified on your Notice of Internet Availability. The giving of such an Internet proxy will not affect your right to attend and to vote at the Annual Meeting should you decide to attend virtually.

The Internet voting procedures are designed to authenticate stockholders' identities, to allow stockholders to give their voting instructions and to confirm that stockholders' instructions have been recorded properly. If you vote by Internet, you do not need to send in a proxy card or vote instruction form. The deadline for Internet voting will be 11:59 p.m., Eastern Time, on May 27, 2025.

WHAT IF I RETURN MY PROXY CARD BUT DO NOT PROVIDE VOTING INSTRUCTIONS?

If you provide specific voting instructions, your shares will be voted as you instruct. Unless contrary instructions are specified, if you sign and return a proxy card but do not specify how your shares are to be voted, the shares of the common stock represented thereby will be voted in accordance with the recommendations of the board of directors. These recommendations are: "FOR" the election of each of the nominees listed in this proxy statement as Class I directors of the Company, "FOR" the ratification of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2025 and "FOR" the proposal regarding the advisory vote approving the compensation paid to the Company's named executive officers. A stockholder's submission of a signed proxy will not affect his or her right to attend and to vote at the Annual Meeting.

HOW DO I CHANGE OR REVOKE MY PROXY?

Subject to any rules your broker, bank, trustee or other nominee may have, you may change your proxy instructions at any time before your proxy is voted at the Annual Meeting. If you are a holder of record and wish to revoke your proxy instructions, you must either (1) subsequently submit a proxy via the Internet or by telephone, which will be available until 11:59 p.m., Eastern Time, May 27, 2025; (2) sign, date and deliver a later-dated proxy card so that it is received before the Annual Meeting; (3) submit a written revocation so that it is received before 11:59 p.m., Eastern Time, May 27, 2025; or (4) send a notice of revocation via the Internet at www.proxyvote.com before 11:59 p.m., Eastern Time, May 27, 2025. If you hold your shares in street name, you must follow the instructions of your broker, bank or other intermediary to revoke your voting instructions.

WHO WILL COUNT AND CERTIFY THE VOTES?

Representatives of the firm of Broadridge Financial Solutions, Inc. ("Broadridge") will count the votes and an independent Inspector of Election will certify the election results. The results will be publicly filed with the SEC on a Form 8-K within four business days after the Annual Meeting.

HOW CAN I MAKE A PROPOSAL OR MAKE A NOMINATION FOR DIRECTOR FOR NEXT YEAR'S ANNUAL MEETING?

You may present proposals for action at a future meeting or submit nominations for election of directors only if you comply with the requirements of the proxy rules established by the SEC and our amended and restated by-laws, as applicable. In order for a stockholder proposal to be considered for inclusion in our proxy statement and form of proxy relating to our annual meeting of stockholders to be held in 2026, the proposal must be received by us at our principal executive offices no later than December 17, 2025. Stockholders wishing to bring a proposal or nominate a director at the annual meeting to be held in 2026 (but not include it in our proxy materials) must provide written notice of such proposal to our Corporate Secretary at our principal executive offices between January 28, 2026 and February 27, 2026 and comply with the other provisions of our amended and restated by-laws. In addition, stockholders who intend to solicit proxies in support of director nominees other than the Company's nominees at our annual meeting of stockholders to be held in 2026, must provide written notice to the Company setting forth the information required by Rule 14a-19 under the Exchange Act, unless the required information has been

provided in a preliminary or definitive proxy statement previously filed by the stockholder. Such written notice must be provided in accordance with Rule 14a-19 no later than March 29, 2026. The notice requirement under Rule 14a-19 is in addition to the applicable notice requirements under our amended and restated by-laws as described above.

WHO PAYS FOR THE COST OF PROXY SOLICITATION?

We will pay the expenses of soliciting proxies in connection with the Annual Meeting. Proxies may be solicited on our behalf through the mail, in person, by telephone, or electronic transmission. In accordance with SEC and New York Stock Exchange ("NYSE") rules, we will also reimburse brokerage houses and other custodians, nominees and fiduciaries for their expenses of sending proxies and proxy materials as intermediaries to the beneficial owners of our common stock.

WHAT IS THE BOARD MEMBER ANNUAL MEETING ATTENDANCE POLICY?

We do not have a formal policy requiring members of the board to attend our annual meetings of stockholders, although all directors are encouraged to attend. Eight directors who served at the time of our 2024 annual meeting of stockholders attended that meeting.

The Board of Directors and Corporate Governance.

Board Composition

Our board of directors is currently composed of eight members. Our amended and restated certificate of incorporation provides for a classified board of directors, with members of each class serving staggered three-year terms. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. We currently have two directors in Class I, and three directors in each of Class II and Class III. The terms of directors in Classes I, II, and III end at the annual meetings in 2025, 2026, and 2027, respectively. During 2024 Jeffrey A. Schwaneke departed our board to become our Chief Financial Officer. Information about Mr. Schwaneke is set forth below under "Executive Officers".

Our board of directors is led by our non-executive Chairman, Mr. Ron Williams, who was designated as a nominee for our board of directors (a "CD&R Designee") by CD&R Vector Holdings, L.P. (the "CD&R Investor") pursuant to a stockholders agreement between us and the CD&R Investor (the "CD&R Stockholder Agreement"). The CD&R Stockholder Agreement provides that a CD&R Designee will serve as chair of the board of directors as long as the CD&R Investor holds at least 25% of the outstanding shares of our common stock. In May 2023, the CD&R Investor disposed of certain shares of our common stock in an underwritten offering and its holdings are less than 25%. Mr. Williams remains our board chairman. Pursuant to the CD&R Stockholder Agreement, CD&R Investor has the right to appoint 20% of the directors on the board of directors given its current share ownership percentage. See "Certain Relationships and Related Party Transactions-CD&R Stockholder Agreement."

In March 2025, our board of directors reviewed the mandatory retirement age policy in our Corporate Governance Guidelines and requested that, considering Mr. Williams's past and expected future contributions to our board of directors, in particular his deep knowledge of the Company and his status as a co-founder, he extend his service to the Company as a director and Chairman of the Board beyond the retirement age provided by the Corporate Governance Guidelines. We expect Mr. Williams will continue to serve through the expiration of his term at our annual meeting of stockholders in 2026.

The number of members on our board of directors may be fixed by resolution adopted from time to time by the board of directors. Subject to the CD&R Stockholder Agreement, any vacancies or newly created directorships may be filled only by the affirmative vote of a majority of directors then in office, even if less than a quorum, or by a sole remaining director. Each director shall hold office until their successor has been duly elected and qualified, or until their earlier death, resignation or removal.

With respect to any vacancy of a CD&R Designee, the CD&R Investor will have the right to designate a new director for election by a majority of the remaining directors then in office.

At each annual meeting of stockholders, the successors of the directors whose terms expire at that meeting are elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. The board of directors is therefore asking you to elect the two nominees for director whose terms expire at the Annual Meeting. Silvana Battaglia and Sharad Mansukani, M.D., our Class I directors, have been nominated for reelection at the Annual Meeting. See "Proposal 1-Election of Directors" below.

Set forth below is biographical information as well as background information relating to each nominee's and continuing director's business experience, qualifications, attributes and skills and why the board of directors and Nominating and Governance Committee believe each individual is a valuable member of the board of directors. The persons who have been nominated for election and are to be voted upon at the Annual Meeting are listed first, with continuing directors following thereafter. The respective age of each individual below is as of March 31, 2025.

Nominees for Election to the Board of Directors in 2025

Class I - NOMINEES Whose Term Expires in 2025

Continuing Members of the Board of Directors

Class II - Directors Whose Term Expires in 2026

Class III - DIRECTORS Whose Term Expires in 2027

Director Independence

Our board of directors has determined, after considering all relevant facts and circumstances, that Ms. Battaglia, Dr. Mansukani, Ms. McKenzie, Ms. McLoughlin and Dr. Wulf are "independent" as defined under NYSE and the Exchange Act rules and regulations. This means that none of the independent directors has any direct or indirect material relationship with us, either directly or as a partner, stockholder or officer of an organization that has a relationship with us. Our board also previously determined that Mr. Schwaneke was independent during his term as a director.

Board Leadership Structure

Our board of directors is led by our non-executive chairman, Mr. Williams, a CD&R Designee. The CD&R Stockholders Agreement provides that a CD&R Designee will serve as our chairman of the board of directors as long as the CD&R Investor beneficially owns at least 25% of the outstanding shares of our common stock. In May 2023, the CD&R Investor disposed of certain shares of our common stock in an underwritten offering and its holdings are less than 25%. The board considered its current leadership structure and determined Mr. Williams should remain our board chairman. As stated in our Corporate Governance Guidelines, the board of directors has no policy with respect to the separation of the offices of chairman of the board and Chief Executive Officer. The board believes it is important to retain its flexibility to allocate the responsibilities of the offices of the chairman and Chief Executive Officer in any way that is in the best interests of the Company at a given point in time. The board believes this governance structure currently is appropriate for the Company because it promotes a balance between the board's independent authority to oversee our business and the Chief Executive Officer and his management team who manage the business on a day-to-day basis. If the board chooses to combine the offices of chairman and Chief Executive Officer in the future, a lead director will be appointed annually by the independent directors. The board expects to periodically review its leadership structure to ensure that it continues to meet our needs.

Meetings of the Board of Directors and Attendance at the Annual Meeting

Our board of directors held eight meetings during the year ended December 31, 2024. Each of our directors attended at least 75% of the total number of meetings of the board and any committees of which he or she was a member. Eight directors who served at the time of our 2024 annual meeting of stockholders attended that meeting.

Corporate Governance Guidelines

Our board of directors has adopted Corporate Governance Guidelines to address significant corporate governance matters. A copy of these guidelines is available without charge athttps://investors.agilonhealth.com/governance/governance-documents/default.aspx. These guidelines provide a framework for our corporate governance initiatives and cover topics including, but not limited to, director qualification and responsibilities, board composition, director compensation, and management and succession planning. The board and Nominating and Governance Committee are responsible for overseeing and reviewing the guidelines and reporting and recommending to our board of directors any changes to the guidelines.

Code of Conduct and Code of Financial Ethics

We have a Code of Conduct that applies to all of our officers, employees, and directors and a Code of Financial Ethics that applies to our Chief Executive Officer, Chief Financial Officer and corporate officers with financial and accounting responsibilities, including the Chief Accounting Officer and any other person performing similar tasks or functions. The Code of Conduct and the Code of Financial Ethics each address matters such as conflicts of interest, confidentiality, business practices, and compliance with laws and regulations. The Code of Conduct and the Code of Financial Ethics are available without charge athttps://investors.agilonhealth.com/governance/governance-documents/default.aspx.

Insider Trading Policy

We have adopted an insider trading policy (our "Insider Trading Policy") that governs, among other things, purchases, sales, and/or other dispositions involving our securities by our directors, officers and employees. We believe our insider trading policies and procedures are reasonably designed to promote compliance with insider trading laws, rules, regulations, and applicable NYSE listing standards. Our Insider

Director

Audit

Compensation and Human Capital

Nominating & Governance

Compliance and Quality

Ron Williams*

Silvana Battaglia

M

Diana McKenzie

M

C

Sharad Mansukani, M.D.

C

M

Karen McLoughlin

C

M

M

Ravi Sachdev

M

Steven J. Sell

M

William Wulf, M.D.

M

M

C

Number of Meetings

10

6

4

4

Our board of directors has designated Karen McLoughlin as "audit committee financial expert," and each of the three members has been determined to be "financially literate" under the NYSE rules.

The Compensation and Human Capital Committee has the authority to retain compensation consultants, outside counsel and other advisers. During 2024, the committee engaged Semler Brossy Consulting Group ("Semler Brossy") to advise it on executive compensation program-design matters and to prepare market studies of the competitiveness of components of the Company's compensation program for its senior executive officers, including the named executive officers and non-employee directors. Semler Brossy does not provide any services to agilon

Compliance and Quality Committee

The following matrix highlights the specific skills and qualifications the Nominating and Governance Committee currently believes are most important to the board's effective fulfillment of its roles. The absence of a designation does not mean a director does not possess that skill or qualification. Each director nominee offers unique viewpoints and experiences to meet the evolving needs of the Company which are not all reflected in the following matrix.

In identifying candidates for election to the board of directors, the Nominating and Governance Committee may consider nominees recommended by directors, stockholders, and other sources. The Nominating and Governance Committee reviews each candidate's qualifications, including whether a candidate possesses any of the specific qualities and skills desirable in certain members of the board of directors. Evaluations of candidates generally involve a review of background materials, internal discussions, and interviews with selected candidates as appropriate. The Nominating and Governance Committee does not have a formal policy with respect to diversity; however, the board and the Nominating and Governance Committee believe that it is essential that board members represent diverse viewpoints and the value of diversity on the board will be considered when evaluating nominees. Diversity of background, including diversity of gender, race, ethnic or geographic origin and age are factors that will be considered. Upon selection of a qualified candidate, the Nominating and Governance Committee would recommend the candidate for consideration by the full board of directors. The Nominating and Governance Committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees.

The Nominating and Governance Committee will consider director candidates proposed by stockholders on the same basis as recommendations from other sources. Any stockholder who wishes to recommend a prospective candidate for the board of directors for consideration by the Nominating and Governance Committee may do so by submitting the name and qualifications of the prospective candidate in writing to the following address:

agilon health, inc.

c/o Corporate Secretary

440 Polaris Parkway, Suite 550

Westerville, OH 43082

Any such submission should also describe the experience, qualifications, attributes and skills that make the prospective candidate a suitable nominee for the board of directors. Our amended and restated by-laws set forth the requirements for direct nomination by a stockholder of persons for election to the board of directors.

In connection with our initial public offering ("IPO"), we and the CD&R Investor entered into the CD&R Stockholder Agreement pursuant to which, among other matters, the CD&R Investor has the right to designate the CD&R Designees, subject to the maintenance of specified ownership requirements. See "Certain Relationships and Related Party Transactions-CD&R Stockholder Agreement."

Communications with the Board

Any stockholder or interested party who wishes to communicate with our board of directors as a whole, the independent directors, any individual member of the board or any committee of the board, may write to or email the Company at: agilon health, inc., c/o Corporate Secretary, 440 Polaris Parkway, Suite 550, Westerville, Ohio 43082 and communications@agilonhealth.com.

The board of directors has designated the Company's Corporate Secretary as its agent to receive and review written communications addressed to the board of directors, any of its committees, or any board member or group of members. The Corporate Secretary may communicate with the sender for any clarification. In addition, the Corporate Secretary will promptly forward to the Chair of the Audit Committee any communication alleging legal, ethical or compliance issues by management or any other matter deemed by the Corporate Secretary to be potentially material to the Company. As an initial matter, the Corporate Secretary will determine whether the communication is a proper communication for the board of directors. The Corporate Secretary will not forward to the board of directors, any committee or any director, communications of a personal nature or not related to the duties and responsibilities of the board, including, without limitation, junk mail and mass mailings, business solicitations, routine customer service complaints, new product or service suggestions, opinion survey polls, or any other communications deemed by the Corporate Secretary to be immaterial to the Company.

Risk Oversight

Our board of directors as a whole has responsibility for overseeing our risk management. The board of directors exercises this oversight responsibility directly and through its committees. The oversight responsibility of the board of directors and its committees is informed by reports from our management team and from our internal audit department that are designed to provide visibility to the board of directors about the identification and assessment of key short-, intermediate-, and long-term risks and our risk mitigation strategies. The full board of directors has primary responsibility for evaluating strategic and operational risk management, and succession planning. Our Audit Committee has the responsibility for overseeing our major financial and accounting risk exposures and the steps our management has taken to monitor and control these exposures, including policies and procedures for assessing and managing risk. Our Compensation and Human Capital Committee evaluates risks arising from our compensation policies and practices, as more fully described below. Our Compliance and Quality Committee oversees risks arising from our compliance with regulatory and legal requirements including those relating to Medicare, patient confidentiality and privacy, and other healthcare regulatory matters, and it also oversees various enterprise risks. Our Chief Compliance Officer, who reports to our Chief Legal Officer, evaluates and reports findings to the committees and the full board of directors regularly, and no less than quarterly, Our Nominating and Governance Committee reviews risks relating to sustainability and governance issues. The Audit Committee, Compensation and Human Capital Committee, Compliance and Quality Committee and Nominating and Governance Committee provide reports to the full board of directors regarding these matters.

Compensation Risk Assessment

The Compensation and Human Capital Committee assessed our compensation policies and practices to evaluate whether they create risks that are reasonably likely to have a material adverse effect on the Company. Based on its assessment, the Compensation and Human Capital Committee concluded that the Company's compensation policies and practices do not create incentives to take risks that are reasonably likely to have a material adverse effect on the Company. We believe we have allocated our compensation among base salary, short-term incentives and long-term equity in such a way as to not encourage excessive risk taking.

Commitment to Sustainability.

Empowering Physicians	Unlocking Value- Based Care	Transforming Communities	Built by People Who Care
Primary care physicians (PCPs) are the greatest asset of our Total Care Model. We empower them through our long-term partnerships and provide them with a sustainable model for primary care that rewards quality health outcomes for senior patients, improves the provider experience, and enables exceptional patient-physician relationships.	Innovation and efficiency are essential to shift to value-based care from a volume-based system. agilon's Total Care Model delivers an innovative approach, encouraging PCPs to think differently - rather than focusing on providing more services and being paid for each service, they are rewarded for keeping patients healthy and prioritizing the value of care over volume of fees in order to transform the way health care is delivered.	We're helping to transform communities by bringing value-based primary care to those who need it most. The improvements in quality of care from our Total Care Model help senior patients stay out of the hospital, which reduces the burden on other local healthcare resources. Our model also generates reinvestment to partners and local primary care within the communities we serve, helping to sustain and grow access to high-quality primary care. Further, we strive to leverage our employees and resources to support communities through efforts to address Social Determinants of health and conditions that impact senior patients.	Our team of agilon employees who carry out our Total Care Model are doing so because they believe in delivering health care in a different, and better, way. Our mission is made possible because of the passion, determination, and drive of our employees. We support them with programs for health and wellbeing, giving back to our communities, professional growth and learning, and by developing a diverse and inclusive workforce. Inclusion and belonging is a core priority in developing our workforce and culture. This includes recruiting and hiring employees from diverse backgrounds, encouraging colleagues to support each other, and providing educational opportunities that promote a deeper understanding of differences.

Our four pillars arose after reviewing an interrelated set of sustainability standards, in line with best practices. This integrated approach facilitated recognition of several priorities, which we discuss in our annual Impact Report. In preparation for our 2024 Impact Report, we retained a third party to update our priority assessment. The 2024 Impact Report, following the precedent set by our 2022 and 2023 reports, aligns to the Sustainability Accounting Standard Board ("SASB") taxonomy.

Governance & sustainability

Doing business the right way is relevant to many of our priorities: our compliance with federal and state laws, safeguarding patient data, how we treat our people and planet, and the values that define our company. As we continue to bring our Total Care Model to more communities, these priorities will remain central to how we run our company. The Nominating and Governance Committee has direct oversight over sustainability at agilon including reviewing and evaluating the strategy, plans and practices. Similarly, our Impact working group includes cross-functional leadership from Communications, Public Affairs, Human Resources, Legal & Compliance, Audit and Investor Relations.

Building upon our third Impact Report released in 2024, agilon has continued to expand our sustainability efforts. Our fourth Impact Report will be published to www.agilonhealth.com/impact prior to our Annual Meeting. This report includes information on our human capital management, governance, and sustainability issues, and is further informed by the SASB framework.

We believe our sustainability efforts align with agilon's vision of "Total Care" and our board of directors is committed to overseeing the integration of impact principles throughout the enterprise and in our approach to governance.

 

Advancing our IMPACT Strategy

In 2024, our board of directors provided oversight of, and input on, sustainability topics through quarterly updates to our Nominating and Governance Committee, which also reviewed and approved our sustainability strategy. Additionally, our full board receives an annual update, and relevant topics are managed within their respective committees. We will release our fourth Impact Report in the first half of 2025, which provides an overview of our approach and highlights. We expect to continue to provide annual updates on our journey and progress.

As we bring our Total Care Model to more communities, agilon recognizes the importance of reducing our environmental burden. While we prepare to better measure and manage our footprint, we continue to drive energy efficiency in our data management. In 2023, we completed migrating our enterprise data platform to an industry-leading cloud provider and innovative data platform. The cloud provider has implemented energy-efficient practices in its data centers, including the use of advanced cooling technologies, optimized server configurations, and efficient data center design.

Since 2023, agilon has been using the Minerva Healthcare Data Platform, which uses Fast Healthcare Interoperability Resources (FHIR)-based standards to help organizations aggregate, access and store data across health care delivery networks. Through this technology, our partners are onboarded faster, visibility into patient data across the care continuum is greater, and our data management systems are consolidated into 100% cloud-based solutions. These measures contribute to reduced energy consumption and a lower carbon footprint. By investing in the use of this platform, we are leveraging technology that is built and run using energy-efficient practices which, in turn, supports agilon's energy reduction and environmental impact objectives. Further, our data centers have implemented practices like evaporative cooling and recycled water usage that minimize waste and reduce our carbon footprint.

In 2024, we continued to work to understand and measure our Scope 1 and 2 emissions. We are actively measuring and monitoring our Scope 1 and Scope 2 greenhouse gas ("GHG") emissions to inform preparedness. We believe that our commitment is not only the right thing to do, but is also essential to our long-term success. By addressing risks and opportunities, we are better positioned to deliver value to our stakeholders and create a healthier future for all.

We comply with applicable legal and regulatory requirements to control and reduce emissions and energy usage in our operations. agilon continues to evaluate green equipment for office use such as Energy-Star® appliances, motion detector lighting as well as high-efficiency HVAC units. We have also begun to further integrate information on environmental factors into risk management. We have incorporated environmental issues into our decisions, such as monitoring areas prone to increased risk from natural disasters.

We routinely engage with our stakeholders to better understand their views on sustainability matters, carefully considering the feedback we receive and acting when appropriate. We are committed to being transparent about our approach to and performance on sustainability topics. As noted, we publish an annual Impact Report, which provides information on how we are addressing the sustainability-related matters that we and our stakeholders view as important to our business. For more information on our program or policies, please visit www.agilonhealth.com > Our Impact.

Executive Officers.

The following table sets forth certain information concerning our executive officers.

Steven J. Sell'sbiography may be found above under "Continuing Members of the Board of Directors-Class III - Directors Whose Term Expires in 2027"

Executive Compensation.

Compensation Discussion and Analysis

This compensation discussion and analysis provides information about the material elements of compensation that are paid or awarded to, or earned by, our "named executive officers", also referred to as the "NEOs", for the 2024 Fiscal Year as follows:

Compensation Philosophy and Objectives

We seek to provide compensation and benefit programs that support our business strategies and objectives by attracting, retaining and developing individuals with necessary expertise and experience. Our incentive programs are designed to encourage performance and results that will create value for us and our stockholders while avoiding unnecessary risks.

Our executive compensation programs have the following objectives:

Determination of Executive Compensation

The following section describes the primary roles and responsibilities of those involved in the determination of executive compensation levels, plan designs, and policies.

Compensation and Human Capital Committee

The Compensation and Human Capital Committee, which consists entirely of independent directors, is responsible for reviewing and approving the compensation of our executive officers, authorizing and ratifying stock incentive compensation and other incentive arrangements for our executive officers, authorizing executive officer employment and related agreements, and reviewing and making recommendations to the full board with respect to non-executive director compensation.

The Compensation and Human Capital Committee meets regularly and works closely with its independent compensation consultant to make decisions related to our executive compensation programs, the compensation of our Chief Executive Officer, and the compensation of our executive officers. As part of the Compensation and Human Capital Committee's annual process, it evaluates the competitiveness of our compensation programs, the rigor of incentive goal-setting relative to market guidance, the executive pay levels relative to market benchmarks, and the alignment of pay and performance relative to peers.

The full description of the Compensation and Human Capital Committee's authority and responsibilities is provided in the Compensation and Human Capital Committee Charter, which is available on the Company website. The Compensation and Human Capital Committee consists of Mmes. Battaglia, McKenzie, and McLoughlin, with Ms. McKenzie serving as Chair.

Independent Consultant

The Compensation and Human Capital Committee has engaged Semler Brossy as its independent consultant. Semler Brossy reports to and is directed by the Compensation and Human Capital Committee and provides no other services to the Company. During 2024, Semler Brossy performed the following services:

Executive Management

When making decisions on executive compensation, the Compensation and Human Capital Committee considers input from our Chief Executive Officer and Chief People Officer. Our Chief People Officer provides information and analysis for review in advising the Compensation and Human Capital Committee regarding decisions on compensation levels and incentive design. Our Chief Executive Officer reviews the performance of the NEOs (other than himself) and other executive officers. Our Chief Executive Officer and Chief People Officer provide specific recommendations for compensation levels (other than for themselves) for the Compensation and Human Capital Committee's consideration. The Compensation and Human Capital Committee reviews and discusses pay decisions related to the Chief Executive Officer in executive session without the Chief Executive Officer or any other members of management present.

Role of Compensation Peer Group

In August 2023, the Compensation and Human Capital Committee reviewed our public company peer group for the 2024 fiscal year, taking into account input from Semler Brossy. The peer group includes other U.S.-based companies that trade on the major U.S. exchanges in related industries.

In reviewing our peer group, the Compensation and Human Capital Committee considered a number of factors, including:

Based on this review, for 2024 the Committee determined it appropriate to remove Signify Health, Change Healthcare and Cano Health from the group. The companies comprising our peer group for our 2024 compensation review were as follows:

2024 Public Company Peer Group

This peer group generally represents companies with similar business dynamics, and those with which we compete for talent. We use this group as a reference for understanding market data relative to our executive pay levels and staying updated on pay practices in our sector, including incentive design, equity vehicles and vesting schedules, governance provisions, and equity usage.

In addition to the peer group proxy data, we consider pay level market data from a custom cut of Radford's compensation survey that includes companies of similar size in relevant industries to agilon. The Compensation and Human Capital Committee refers to the survey data generally and does not focus on any particular company within the survey (other than the peer companies noted above).

While the Compensation and Human Capital Committee considers peer data to be a helpful reference to assess the competitiveness and elements of our executive compensation programs, the Committee applies its own business judgment and experience to determine individual executive compensation and does not set or target the compensation of our executives at specific levels or within specified percentile ranges relative to peer company pay levels. Our Compensation and Human Capital Committee will continue to work with our Chief Executive Officer, Chief People Officer and our compensation consultant to position pay based on a variety of factors, including market data for executive compensation drawn from our peer group.

2024 Advisory Vote Results

The Company's stockholders are provided with an opportunity to cast an annual non-binding advisory vote on the Company's executive compensation program through a say-on-pay proposal. At the Company's 2024 Annual Meeting of Stockholders held in May 2024, approximately 93.4% of the votes cast approved the executive compensation for our NEOs as described in our proxy statement for that annual meeting. After consideration of the positive result of the say-on-pay vote at the Company's Annual Meeting of Stockholders held in May 2023 (the most recent voting results available when the executive compensation program was designed for Fiscal Year 2024), the Compensation and Human Capital Committee determined that the Company's executive compensation policies would be similar for 2024 to those in effect for 2023, with certain modifications (discussed below) to our annual incentive compensation program to further emphasize Company performance and profitability.

Elements of Our Executive Compensation Program

During our 2024 Fiscal Year, the compensation program for our NEOs consisted primarily of base salary, short-term incentive compensation, and long-term incentive compensation. Set forth below is a chart outlining each element of our 2024 compensation program, the reason that we provided each element, and how that element fits into our overall compensation philosophy.

Base Salary

Base salaries are set to attract, retain and reward executive talent. In determining base salary, the Compensation and Human Capital Committee generally considers the executive's personal performance, experience in the role, competitive rates of pay for comparable roles, significance of the role to the Company, and other factors as it deems appropriate. The annual base salary for each of our NEOs in our 2024 Fiscal Year is shown in the table below. The salary for our CEO was unchanged from the 2023 Fiscal year. The salaries for Mr. Shaker, Mr. Venkatachaliah and Mr. Desai, were increased to align them more closely with market data for their respective roles. Mr. Schwaneke's base salary was set in accordance with his employment agreement.

Annual Incentive Compensation

Our annual cash incentive program is designed to focus our NEOs on delivering against key financial and operational metrics for the Company. Each NEOs' annual cash incentive opportunity is at-risk and earned taking into account the extent we achieve pre-established financial and operational metric targets that were approved by the Compensation and Human Capital Committee and the NEO meets specific individual performance criteria as evaluated and determined subjectively by the Compensation and Human Capital Committee based on its assessment of the NEO's performance during the year. By conditioning a significant portion of our NEOs' potential total cash compensation on the Company's achievement of annual financial performance goals, we reinforce our focus on achieving profitable growth. We also balance the profitability metric with key operational metrics related to membership, experience, quality, and human capital.

For the 2024 Fiscal Year, each NEO had a target incentive opportunity equal to 75% of his base salary for the year. The maximum annual incentive payout for each NEO is 150% of the NEO's target opportunity. For the 2024 Fiscal Year, our performance metrics included Adjusted EBITDA (weighted at 55%), year-end membership on the agilon platform in existing markets (weighted at 5%), new market membership growth (weighted at 10%), experience by measure of percent of Gaps Closed* and primary care physician ("PCP") touchpoints (weighted at 10% in the aggregate), quality by measure of chronic condition reassessment rates which represents care reassessments and acknowledgement rates that are blended across markets (weighted at 10%), and team & culture (weighted at 10%). Threshold, target and stretch (i.e., maximum) goals were set for each metric, and the payout percentage for each metric was determined by interpolation for performance results between such levels. In addition, a modifier of +/- 15% (which would adjust, up or down, the incentive otherwise payable) based on our medical margins was added. In addition, final payouts for each NEO considered individual performance during the year. The Compensation and Human Capital Committee selected these metrics for our annual incentive compensation program as it believes they are key drivers of our short-term financial and operational success that will benefit shareholders if achieved at or above target. The increased weighting on Adjusted EBITDA and the addition of the medical margin modifier were to emphasize delivering profitable results.

* "Gaps Closed" is a response to a 'gap in care' created when the care provided to a patient is inconsistent with the recommended best practices in healthcare.

We initially approved the following goals for the 2024 annual incentive plan in February 2024.

Pre-Adjustment Annual Incentive Goals