Pay vs Performance Disclosure - USD ($)
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
FY(1) | Summary Comp Table Total for Steven Sell ($) | Comp Actually Paid to Steven Sell ($)(2)(3) | Summary Comp Table Total for Jeffrey Schwaneke ($) | Comp Actually Paid to Jeffrey Schwaneke ($)(2)(4) | Summary Comp Table Total for Benjamin Shaker ($) | Comp Actually Paid to Benjamin Shaker ($)(2)(4) | Average Summary Comp Table Total for Non-PEO NEOs ($) | Average Comp Actually Paid to Non-PEO NEOs ($)(2)(5) | Value of Initial Fixed $100 Investment Based On: | Net Income (thousands) ($)(7) | Reported Adjusted EBITDA (thousands) ($)(8) | |||
Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(6) | |||||||||||||
2025 | 7,278,387 | 715,638 | 5,610,878 | 1,134,407 | 5,357,548 | 1,383,988 | 2,589,752 | 887,343 | 2.99 | 141.57 | (391,347) | (296,155) | ||
2024 | 5,416,043 | (10,641,811) | 3,716,419 | (260,790) | 8.26 | 123.53 | (260,101) | (154,215) | ||||||
2023 | 5,267,036 | (3,573,313) | 2,741,339 | 1,550,202 | 54.57 | 120.43 | (262,803) | (95,001) | ||||||
2022 | 5,789,157 | (30,811,711) | 1,961,158 | (1,410,451) | 70.17 | 118.00 | (106,864) | 4,251 | ||||||
2021 | 1,256,250 | 79,887,250 | 4,001,770 | 26,200,762 | 117.39 | 120.35 | (406,787) | (38,619) | ||||||
Year | PEO | Non-PEO NEOs | ||||
2025 | Steven Sell, Jeffrey Schwaneke and Benjamin Shaker | Girish Venkatachaliah and Denise Zamore | ||||
2024 | Steven Sell | Jeffrey Schwaneke, Benjamin Shaker and Girish Venkatachaliah | ||||
2023 | Steven Sell | Timothy Bensley, Veeral Desai, Benjamin Shaker and Girish Venkatachaliah | ||||
2022 | Steven Sell | Timothy Bensley, Veeral Desai, Benjamin Shaker and Girish Venkatachaliah | ||||
2021 | Steven Sell | Timothy Bensley, Veeral Desai, Theodore Halkias, Benjamin Shaker and Girish Venkatachaliah | ||||
Regulation S-K for the fiscal year ended December 31, 2025. Each year reflects what the cumulative value of $100 would be, including
reinvestment of dividends, if such amount were invested on April 14, 2021.
compensation awards in light of stock price movements. In accordance with the requirements of Item 402(v) of Regulation S-K, the
following adjustments were made to Mr. Sell’s total compensation for each year to determine the compensation actually paid:
Fiscal Year | 2021 ($) | 2022 ($) | 2023 ($) | 2024 ($) | 2025 ($) | ||
SCT Total Compensation | 1,256,250 | 5,789,157 | 5,267,036 | 5,416,043 | 7,278,387 | ||
Less, value of Stock and Option Awards reported in SCT | — | 4,500,032 | 4,500,051 | 4,500,009 | 6,300,005 | ||
Plus, Year-End value of Stock and Option Awards Granted in Fiscal Year that are Unvested and Outstanding | — | 2,812,164 | 2,011,830 | 1,149,648 | — | ||
Plus, Change in Fair Value (from prior year-end) of Prior Year Stock and Option Awards that are Outstanding and Unvested | 57,728,000 | (27,495,000) | (8,219,253) | (8,005,528) | — | ||
Plus, FMV of Stock and Option Awards Granted this Year and that Vested this Year | — | — | — | — | — | ||
Plus, Change in Fair Value (from prior year-end) of Prior Year Stock and Option Awards that Vested this Year | 20,903,000 | (7,418,000) | 1,867,125 | (4,701,965) | 800,980 | ||
Less Prior Year Fair Value of Prior Year Stock and Option Awards that Failed to Vest this Year | — | — | — | — | 1,063,724 | ||
Compensation Actually Paid | 79,887,250 | (30,811,711) | (3,573,313) | (10,641,811) | 715,638 | ||
(4)In accordance with the requirements of Item 402(v) of Regulation S-K the following adjustments were made to the total compensation of
Mr. Schwaneke and Mr. Shaker to determine the compensation actually paid for Fiscal Year 2025:
Jeffrey Schwaneke | Benjamin Shaker | ||||
Fiscal Year | 2025 ($) | ||||
SCT Total Compensation | 5,610,878 | 5,357,548 | |||
Less, value of Stock and Option Awards reported in SCT | 4,700,003 | 4,700,003 | |||
Plus, Year-End value of Stock and Option Awards Granted in Fiscal Year that are Unvested and Outstanding | 753,054 | 753,054 | |||
Plus, Change in Fair Value (from prior year-end) of Prior Year Stock and Option Awards that are Outstanding and Unvested | (645,954) | (470,456) | |||
Plus, FMV of Stock and Option Awards Granted this Year and that Vested this Year | — | — | |||
Plus, Change in Fair Value (from prior year-end) of Prior Year Stock and Option Awards that Vested this Year | 116,432 | 443,845 | |||
Less Prior Year Fair Value of Prior Year Stock and Option Awards that Failed to Vest this Year | — | — | |||
Compensation Actually Paid | 1,134,407 | 1,383,988 | |||
calculate the average “compensation actually paid” to the Company's non-PEO NEOs in accordance with the Item 402(v) of Regulation
S-K.
Fiscal Year | 2021 ($) | 2022 ($) | 2023 ($) | 2024 ($) | 2025 ($) | |||
Average SCT Total Compensation | 4,001,770 | 1,961,158 | 2,741,339 | 3,716,419 | 2,589,752 | |||
Less, value of Stock and Option Awards reported in SCT | 3,307,199 | 1,250,024 | 2,312,535 | 3,027,154 | 1,968,758 | |||
Plus, Year-End value of Stock and Option Awards Granted in Fiscal Year that are Unvested and Outstanding | 4,366,866 | 781,166 | 1,068,277 | 566,509 | 315,052 | |||
Plus, Change in Fair Value (from prior year-end) of Prior Year Stock and Option Awards that are Outstanding and Unvested | 780,300 | (2,545,313) | (300,783) | (537,510) | (276,248) | |||
Plus, FMV of Stock and Option Awards Granted this Year and that Vested this Year | — | — | — | — | — | |||
Plus, Change in Fair Value (from prior year-end) of Prior Year Stock and Option Awards that Vested this Year | 20,359,025 | (357,438) | 353,904 | (325,077) | 227,545 | |||
Less Prior Year Fair Value of Prior Year Stock and Option Awards that Failed to Vest this Year | — | — | — | (653,977) | — | |||
Compensation Actually Paid | 26,200,762 | (1,410,451) | 1,550,202 | (260,790) | 887,343 | |||
Adjusted EBITDA | |
Revenue | |
Growth in Membership on Company Platform(1) | |
Medical Margin(2) | |
(1)Measured by reference to the growth in the total members live on the agilon platform between December 31, 2024 and December 31,
2025.
(2)Represents amount earned from medical services revenue after medical services expenses are deducted. Medical services expense
represents costs incurred for medical services provided to the Company's members.
Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the NEOs during the
applicable year. For the portion of “compensation actually paid” that is based on year-end stock prices, as adjusted for the reverse stock
split which became effective on March 30, 2026, $17.23 was used for 2025, $47.50 was used for 2024, $313.75 was used for 2023,
$403.50 was used for 2022 and $675.00 was used for 2021.
Reflects “Net Income” in the Company’s Consolidated Financial Statements included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2025, 2024, 2023, 2022 and 2021.
adjusted to exclude: (i) income (loss) from discontinued operations, net of income taxes, (ii) interest expense, (iii) income tax expense
(benefit), (iv) depreciation and amortization, (v) stock-based compensation expense, (vi) severance and related costs, and (vii) certain
other items not considered by the Company in the evaluation of ongoing operating performance. The Company reflects its share of
Reported Adjusted EBITDA for equity method investments by applying its actual ownership percentage for the period to the applicable
reconciling items on an entity-by-entity basis. The Company selected Reported Adjusted EBITDA as its company-selected measure for
evaluating pay versus performance because, among other reasons, it is an important measure of operating performance. Reported
Adjusted EBITDA differs from Adjusted EBITDA as used for compensation purposes in the Compensation Discussion and Analysis.
Please see the Appendix for the definition of, and reconciliation of, Reported Adjusted EBITDA, and “Executive Compensation—agilon's
Executive Compensation Program—Annual Incentive Compensation” for additional information regarding Adjusted EBITDA as used for
compensation purposes.