{"url_path":"/sec/agl/8-k/2026-04-27/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1831097/0001628280-26-027512-index.html","accession_number":"0001628280-26-027512","cik":"0001831097","ticker":"AGL","issuer_name":"agilon health, inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1831097/0001628280-26-027512-index.html","primary_entity_key":"0001831097","primary_entity_name":"agilon health, inc."},"word_count":884,"has_tables":true,"body_markdown":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nOn April 24, 2026, agilon health, inc. (the “Company”) entered into an Employment Agreement (the “Employment Agreement”) with Tim O’Rourke, pursuant to which Mr. O’Rourke will serve as the Company’s Chief Executive Officer and President, reporting to the Board of Directors (the “Board”). Mr. O’Rourke is expected to commence employment with the Company on May 7, 2026 (the “Commencement Date”). Effective as of the Commencement Date, the Board has also appointed Mr. O’Rourke to the Board as a Class III director.\n\nFrom May 2021 to June 2025, Mr. O’Rourke, age 54, served as President of Help at Home, LLC, a home care agency providing alternatives to living in a nursing home or long-term care facility. Prior to his time at Help at Home, LLC, Mr. O’Rourke served as Managing Director of Marketplace for Centene Corporation from 2019 to 2020 and Chief Executive Officer of Ascension Complete LLC, a joint venture between Centene Corporation and Ascension Health, from November 2020 to May 2021. From 1996 to 2019, Mr. O’Rourke held several positions at Humana, Inc., including Senior Vice President of the Central Division and President of Provider Development. Mr. O’Rourke received a B.S. in Public Health, Health Administration from Northern Illinois University.\n\nAs Chief Executive Officer and President, Mr. O’Rourke will be paid a base salary of $850,000 and will be eligible for an annual bonus opportunity equal to 100% of his base salary at target levels of performance. Mr. O’Rourke will also be paid a one-time cash signing bonus of $500,000, subject to repayment if he voluntarily resigns without good reason or is terminated with cause prior to the first anniversary of the Commencement Date.\n\nAs of the Commencement Date, the Company will grant to Mr. O’Rourke 120,000 time vesting restricted stock units covering shares of Company common stock (“RSUs”) vesting in equal installments over three years of continued employment with the Company; and 200,000 performance vesting restricted stock units (“PSUs”) covering shares of Company common stock, vesting in three equal tranches based on the achievement of specified stock price targets during a three-year performance period following the Commencement Date. Specifically, one-third of the PSUs will vest if the weighted average price of the Company’s common stock over 30 consecutive trading days is equal to or greater than $50; an additional one-third of the PSUs will vest if the weighted average price of the Company’s common stock over 30 consecutive trading days is equal to or greater than $100; and the remaining one-third of the PSUs will vest if the weighted average price of the Company’s common stock over 30 consecutive trading days is equal to or greater than $150. The PSUs also require Mr. O’Rourke to remain continuously employed during the entire three-year performance period. The RSU award agreement and PSU award agreement include customary restrictive covenants in favor of the Company.\n\nIf the Company terminates Mr. O’Rourke’s employment without cause or if Mr. O’Rourke resigns for good reason, each as customarily defined, Mr. O’Rourke will be entitled to cash severance pay equal to 18 months of base salary plus an amount equal to his target annual bonus opportunity, payable in substantially equal installments over 18 months following termination; and 18 months of continued medical coverage at active-employee rates. If the termination occurs after a change in control of the Company, the severance would be paid in a lump sum if a lump sum payment can be made without triggering penalty taxes under Section 409A of the Internal Revenue Code, and Mr. O’Rourke would also be entitled to be paid a pro rata bonus at target levels for the year in which the termination occurs. In addition, with respect to the RSUs and PSUs, and notwithstanding the vesting schedule described above, on such a termination, (1) any RSUs scheduled to vest in the 12 months following the termination date would vest, (2) any PSUs as to which the stock price targets have been met prior to the date of termination would vest and (3) any PSUs as to which the stock price targets have been met during the six months following the date of termination would vest. Payment of severance and the accelerated vesting described above are conditioned on Mr. O’Rourke’s execution and non-revocation of a customary release of claims.\n\nThere is no arrangement or understanding with any person pursuant to which Mr. O’Rourke is being appointed as Chief Executive Officer and President and as a director. There are no family relationships between Mr. O’Rourke and any director or executive officer of the Company, and he is not a party to any transaction requiring disclosure under Item 404(a) of Regulation S-K. We believe Mr. O’Rourke is a valuable member of our Board because of his experience in the healthcare industry together with his role as the Company's Chief Executive Officer and President.\n\nThe foregoing summary of the Employment Agreement, the RSU award agreement and the PSU award agreement does not purport to be complete and is qualified in its entirety by reference to the full text of these agreements. The Company expects to file the Employment Agreement, the RSU award agreement and the PSU award agreement as exhibits to a future periodic report."}