agilon health, inc. 8-K

What Happened

• agilon health (AGL) filed an 8-K (Item 5.02) reporting that on April 24, 2026 it entered into an employment agreement with Tim O’Rourke to serve as Chief Executive Officer and President, reporting to the Board. Mr. O’Rourke is expected to start on May 7, 2026 and will also be appointed a Class III director on that date.
• Mr. O’Rourke, age 54, has held senior healthcare roles at Help at Home, Centene and Humana. The company issued a press release on April 27, 2026 announcing the appointment (Item 7.01).

Key Details

• Cash pay: base salary of $850,000 and annual target bonus equal to 100% of base salary. One-time signing bonus: $500,000 (repayable if he leaves voluntarily without good reason or is terminated for cause within 1 year).
• Equity grants: 120,000 time-vesting RSUs (vest in equal installments over 3 years) and 200,000 performance-vesting PSUs that vest in three equal tranches if the 30-day weighted average stock price reaches $50, $100 and $150 during a 3-year performance period; PSUs also require continuous employment.
• Severance/termination: if terminated without cause or resigns for good reason, Mr. O’Rourke would receive 18 months of base salary plus an amount equal to his target bonus (paid over 18 months) and 18 months of continued medical coverage; on certain post-change-in-control terminations some payments may be lump-sum. Severance and any accelerated vesting require execution and non-revocation of a release. Accelerated vesting rules also described for RSUs/PSUs around termination.

Why It Matters

• A CEO change is a material leadership event that can affect agilon’s strategy, operations and investor expectations. The compensation package combines substantial cash and stock-based incentives tied to high stock-price targets, which align pay with share-price performance but could result in meaningful dilution if targets are met.
• The severance and acceleration provisions create potential near-term cash and equity obligations contingent on future events (termination or change in control). Investors should watch forthcoming filings for the full employment, RSU and PSU agreements (the company expects to file these as exhibits).