ALIT 8-K
Alight, Inc. / Delaware (ALIT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| |
||||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s Telephone Number, Including Area Code:
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
|
Trading |
Name of each exchange | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Rohit Verma as Chief Executive Officer and Director
On November 24, 2025, Alight, Inc. (“Alight” or the “Company”) announced that Dave Guilmette will depart from his roles as the Company’s Chief Executive Officer and as Vice Chair and a member of the Company’s Board of Directors (the “Board”), effective as of the close of business on December 31, 2025 (the “Effective Date”). The Board has appointed Rohit Verma to serve as the Company’s Chief Executive Officer and a Class I director, effective as of January 1, 2026.
Mr. Verma, age 51, has served as President and Chief Executive Officer and a member of the board of directors of Crawford & Company (NYSE: CRD.A, CRD.B), a leading global provider of claims management and outsourcing solutions to insurance companies and self-insured entities, since May 2020. Mr. Verma joined Crawford & Company in July 2017 as Executive Vice President and Global Chief Operating Officer. Prior to joining Crawford & Company, Mr. Verma served as the regional executive for the southern region of Zurich North America, where he was accountable for profitable growth and market execution. During his ten-year tenure at Zurich, Mr. Verma also served in a number of executive management positions across underwriting, finance, strategy and general management. Before joining Zurich, Mr. Verma was a management consultant at McKinsey & Company where he led several engagements with cross-functional teams of strategy, finance and IT. Mr. Verma currently serves on the board of directors for Ameritas and is a member of the Industry Advisory Board at Northwestern University as well as Georgia Tech. Mr. Verma holds an undergraduate degree in computer engineering from the University of Delhi, India, and a master’s degree from Northwestern University.
Mr. Verma does not have any family relationships with any director or executive officer of the Company and has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). There are no arrangements or understandings with any persons pursuant to which Mr. Verma has been appointed as Chief Executive Officer or director. As a Class I director, Mr. Verma’s director term will expire at the Company’s 2028 annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation, or removal. Mr. Verma has not been appointed to any committees of the Board.
In connection with his appointment as the Company’s Chief Executive Officer, the Company, Alight Solutions LLC, a subsidiary of the Company (“Alight Solutions”), and Mr. Verma entered into an Employment Agreement (the “Employment Agreement”), dated as of November 19, 2025, providing for (i) an annual base salary of $900,000, (ii) target annual incentive compensation of $1,800,000, (iii) a one-time make-whole cash bonus of $800,000, (iv) a one-time sign-on equity grant with a grant date value corresponding to the value of certain forfeited equity awards granted to Mr. Verma by his prior employer (up to $2,500,000), and (v) target long-term incentive compensation of $5,400,000 for 2026.
In the event of a termination of Mr. Verma’s employment by Alight Solutions without cause or by Mr. Verma for good reason, Mr. Verma will be entitled to severance benefits consisting of (i) 18 months’ salary continuation payments (or 1.5 times the sum of his salary and target bonus if the termination occurs in connection with a change of control), (ii) a pro-rated annual bonus for the year of termination based on actual performance, (iii) company-paid COBRA coverage for up to 18 months, (iv) outplacement assistance in accordance with company policy, (v) accelerated vesting of any unvested portion of the sign-on equity grant, and (vi) partial vesting of other outstanding equity awards (or full vesting of such awards if the termination occurs in connection with a change of control).
The foregoing description of the material terms of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the period ending December 31, 2025.
Departure of Mr. Guilmette
Mr. Guilmette’s departure from the Company will be treated as a termination without cause pursuant to the terms of his existing amended and restated employment agreement with the Company and Alight Solutions, dated as of October 17, 2024, as amended, which sets forth post-employment payments and benefits therewith. Please refer to the description of the post-employment payments and benefits included in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 18, 2024, which description is incorporated herein by reference. Mr. Guilmette’s departure is not related to a disagreement with the Company on any matter relating to its operations, policies or practices.
| Item 7.01 | Regulation FD Disclosure. |
On November 24, 2025, the Company issued a press release, a copy of which is furnished as Exhibit 99.1 hereto, announcing the matters described in Item 5.02 above.
The information in this Item 7.01, including the exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such disclosure in this Form 8-K in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press release of Alight, Inc. dated November 24, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Alight, Inc. | ||||||
| Date: November 24, 2025 | By: | /s/ Martin Felli | ||||
| Martin Felli, Chief Legal Officer and Corporate Secretary | ||||||
Exhibit 99.1
Alight Announces CEO Transition
Rohit Verma to succeed Dave Guilmette on January 1, 2026
CHICAGO—November 24, 2025—Alight, Inc. (NYSE: ALIT) (the “Company”), a leading cloud-based human capital and technology-enabled services provider, announced that the Company’s Board of Directors (the “Board”) has appointed Rohit Verma as Chief Executive Officer (CEO) and a member of its Board, effective January 1, 2026. Dave Guilmette will step down as CEO and from the Company’s Board on December 31, 2025.
“Alight has an over 40-year history as the leading integrated benefits administration services provider with a profound understanding of how to scale the complexity of today’s benefits environment,” said Russell P. Fradin, Chair of Alight’s Board of Directors. “Rohit brings a proven history of providing stellar service and delivering meaningful growth. We believe he is the right leader to help Alight deliver the best benefit services and outcomes to clients and their employees, and he will be an outstanding leader for Alight colleagues.”
Verma currently serves as president and chief executive officer and a member of the board of directors of Crawford & Company, a leading global provider of claims management and outsourcing solutions to insurance companies and self-insured entities. During his tenure as Crawford’s CEO, Verma redefined the company’s strategy and led the organization to four consecutive years of record revenue growth, delivering significant value to clients, employees and shareholders.
His expertise transcends finance, strategy, business operations, mergers and acquisitions, and includes a people-first leadership philosophy focused on client centricity. These capabilities are a strong complement to Alight’s proficiencies in client, consultant and partner relationships, pioneering developments in benefits administration, and industry knowhow across health, wealth, wellbeing and leaves administration.
Verma joined Crawford in 2017 as chief operating officer before being appointed as CEO in May 2020. Prior to this, he served in a number of senior management roles with increasing responsibility at Zurich North America and held management consulting roles at McKinsey & Company and Deloitte. Verma serves on the board of directors for Ameritas Holding Company and on industry advisory boards for Northwestern University and Georgia Institute of Technology.
“I am humbled to be joining such a purpose-driven organization as Alight with an impressive array of industry expertise and a contagious passion for its clients and the people it serves,” shared Verma. “We have a tremendous opportunity to lead through enhanced innovation, our ability to deliver service excellence, and an unmatched level of client partnership. Partnering with our Board and Alight’s talented leadership team, I have great confidence in our ability to set a strategy that continues to prioritize investments that make a difference to the millions of people we serve and advances our return to growth.”
“On behalf of the Board and the entire Alight organization, I want to thank Dave for leading significant efforts to strengthen Alight’s delivery operations, enhance our product innovations, and improve our liquidity and margins,” added Fradin. “This provides a strong foundation in our work to reimagine the client and participant benefit experiences and return to growth.”
“It has been a privilege to serve Alight and its clients,” said Guilmette. “I extend my deepest thanks to our more than 9,000 colleagues for their immense dedication to our mission of helping people be healthy and financially secure. We have accomplished much together, and I wish each of you and Rohit much continued success.”
About Alight Solutions
Alight is a leading cloud-based human capital technology and services provider for many of the world’s largest organizations and 35 million people and dependents. Through the administration of employee benefits, Alight helps clients gain a benefits advantage while building a healthy and financially secure workforce by unifying the benefits ecosystem across health, wealth, wellbeing, absence management and navigation. Our Alight Worklife® platform empowers employers to gain a deeper understanding of their workforce and engage them throughout life’s most important moments with personalized benefits management and data-driven insights, leading to increased employee wellbeing, engagement and productivity. Learn more about the Alight Benefits Advantage™ at alight.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements regarding Alight’s management and director succession plans and statements related to the expectations regarding the performance and outlook for Alight’s business, financial results, liquidity and capital resources, including the potential to return to growth. In some cases, these forward-looking statements can be identified by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “would,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties including, among others, risks related to our ability to successfully execute the next phase of our strategic transformation, including our ability to effectively and appropriately separate the Payroll and Professional Services business, risks related to declines in economic activity in the industries, markets, and regions our clients serve, including as a result of macroeconomic factors beyond our control, heightened interest rates or changes in monetary, trade and fiscal policies, competition in our industry, risks related to cyber-attacks and security vulnerabilities and other significant disruptions in our information technology systems and networks, risks related to our ability to maintain the security and privacy of confidential, personal or proprietary data, risks related to actions or proposals from activist stockholders, and risks related to our compliance with applicable laws and regulations, including changes thereto. Additional factors that could cause Alight’s results to differ materially from those described in the forward-looking statements can be found under the section entitled “Risk Factors” of Alight’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2025, as such factors may be updated from time to time in Alight’s filings with
the SEC, which are, or will be, accessible on the SEC’s website at www.sec.gov. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be considered along with other factors noted in this presentation and in Alight’s filings with the SEC. Alight undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.
###
Media Contact:
Mariana Fischbach
Investor Contact:
Jeremy Cohen