{"url_path":"/sec/alit/proxy/2026-04-27/000162828026027616","section_key":"body","section_title":"DEF 14A body","topic":"sec","document":{"doc_type":"DEF 14A","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1809104/0001628280-26-027616-index.html","accession_number":"0001628280-26-027616","cik":"0001809104","ticker":"ALIT","issuer_name":"Alight, Inc. / Delaware","edgar_url":"https://www.sec.gov/Archives/edgar/data/1809104/0001628280-26-027616-index.html","primary_entity_key":"0001809104","primary_entity_name":"Alight, Inc. / Delaware"},"word_count":52670,"has_tables":true,"body_markdown":"alit-20260427\nAlight, Inc. / Delaware0001809104DEF 14Afalseiso4217:USD00018091042025-01-012025-12-310001809104alit:DavidD.GuilmetteMember2025-01-012025-12-310001809104alit:DavidD.GuilmetteMember2024-01-012024-12-310001809104alit:StephanD.SchollMember2024-01-012024-12-3100018091042024-01-012024-12-310001809104alit:StephanD.SchollMember2023-01-012023-12-3100018091042023-01-012023-12-310001809104alit:StephanD.SchollMember2022-01-012022-12-3100018091042022-01-012022-12-310001809104alit:StephanD.SchollMember2021-01-012021-12-3100018091042021-01-012021-12-310001809104ecd:EqtyAwrdsInSummryCompstnTblForAplblYrMemberalit:DavidD.GuilmetteMemberecd:PeoMember2025-01-012025-12-310001809104ecd:EqtyAwrdsInSummryCompstnTblForAplblYrMemberecd:NonPeoNeoMember2025-01-012025-12-310001809104ecd:YrEndFrValOfEqtyAwrdsGrntdInCvrdYrOutsdngAndUnvstdMemberalit:DavidD.GuilmetteMemberecd:PeoMember2025-01-012025-12-310001809104ecd:YrEndFrValOfEqtyAwrdsGrntdInCvrdYrOutsdngAndUnvstdMemberecd:NonPeoNeoMember2025-01-012025-12-310001809104ecd:VstngDtFrValOfEqtyAwrdsGrntdAndVstdInCvrdYrMemberalit:DavidD.GuilmetteMemberecd:PeoMember2025-01-012025-12-310001809104ecd:VstngDtFrValOfEqtyAwrdsGrntdAndVstdInCvrdYrMemberecd:NonPeoNeoMember2025-01-012025-12-310001809104ecd:ChngInFrValOfOutsdngAndUnvstdEqtyAwrdsGrntdInPrrYrsMemberalit:DavidD.GuilmetteMemberecd:PeoMember2025-01-012025-12-310001809104ecd:ChngInFrValOfOutsdngAndUnvstdEqtyAwrdsGrntdInPrrYrsMemberecd:NonPeoNeoMember2025-01-012025-12-310001809104ecd:ChngInFrValAsOfVstngDtOfPrrYrEqtyAwrdsVstdInCvrdYrMemberalit:DavidD.GuilmetteMemberecd:PeoMember2025-01-012025-12-310001809104ecd:ChngInFrValAsOfVstngDtOfPrrYrEqtyAwrdsVstdInCvrdYrMemberecd:NonPeoNeoMember2025-01-012025-12-310001809104ecd:FrValAsOfPrrYrEndOfEqtyAwrdsGrntdInPrrYrsFldVstngCondsDrngCvrdYrMemberalit:DavidD.GuilmetteMemberecd:PeoMember2025-01-012025-12-310001809104ecd:FrValAsOfPrrYrEndOfEqtyAwrdsGrntdInPrrYrsFldVstngCondsDrngCvrdYrMemberecd:NonPeoNeoMember2025-01-012025-12-310001809104alit:DavidD.GuilmetteMemberecd:PeoMember2025-01-012025-12-310001809104ecd:NonPeoNeoMember2025-01-012025-12-31000180910412025-01-012025-12-31000180910422025-01-012025-12-31000180910432025-01-012025-12-31\n\n \n\nUNITED STATES\n\nSECURITIES AND EXCHANGE COMMISSION\n\nWASHINGTON, D.C. 20549\n\nSCHEDULE 14A\n\nProxy Statement Pursuant to Section 14(a) of the\n\nSecurities Exchange Act of 1934\n\n(Amendment No.  )\n\nFiled by the Registrant x\n\nFiled by a Party other than the Registrant o\n\nCheck the appropriate box:\n\no\n\nPreliminary Proxy Statement\n\no\n\nConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))\n\nx\n\nDefinitive Proxy Statement\n\no\n\nDefinitive Additional Materials\n\no\n\nSoliciting Material under §240.14a-12\n\nAlight, Inc.\n\n(Name of Registrant as Specified In Its Charter)\n\n(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)\n\nPayment of Filing Fee (Check all boxes that apply):\n\nx\n\nNo fee required\n\no\n\nFee paid previously with preliminary materials\n\no\n\nFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11\n\n2026\n\nProxy\n\nStatement\n\nOUR WAY FORWARD\n\nTHREE OPERATING PRINCIPLES\n\nDeliver service and operational excellence\n\nInnovate products that create real value and\n\nactionable insights\n\nBuild relationships that result in enduring,\n\ntrusted partnerships\n\nLetter to Stockholders\n\nApril 27, 2026\n\nDEAR FELLOW ALIGHT STOCKHOLDERS\n\nOn behalf of the entire Board of Directors, thank you for your continued trust and investment in Alight. We invite you to\n\nattend Alight’s 2026 annual meeting of stockholders, scheduled to be held on June 10, 2026, at 1:00 p.m. Central Time in\n\na virtual meeting format, via live webcast. The accompanying Notice of Annual Meeting of Stockholders and Proxy\n\nStatement detail the matters to be considered. Also included are a proxy card and postage-paid return envelope.\n\nWe look forward to many exciting opportunities in 2026. We start the year with a strong cash position and an undrawn\n\nrevolving credit facility. We had a unique opportunity to reevaluate our future capital allocation strategy given the deferral\n\nof our tax receivable agreement payments in 2027 and 2028. We believe dividends are not the most efficient use of our\n\ncapital at this time and, as a result, we decided to prioritize deleveraging and opportunistic share repurchases in addition\n\nto reinvesting in the business. We believe unlocking our capital allocation gives us the flexibility to maximize long-term\n\nshareholder value. \n\nWe enter 2026 with a continued focus on execution. We have a clear understanding of the work ahead and a sharpened\n\nnear-term strategy designed to strengthen our operational foundation and position Alight for long-term, profitable growth. \n\nAcross our client base, one message is unmistakably consistent: our clients want to be with Alight. They rely on us to help\n\nnavigate increasingly complex health, wealth and leave programs, and they expect flawless service, modern experiences\n\nand strategic insights that drive better outcomes for their employees. This reinforces our conviction in Alight’s competitive\n\nadvantages and value proposition that define our company—our scale, our deep domain expertise and our ability to\n\norchestrate benefits experiences with precision, empathy and care.\n\nTo deliver on this opportunity, we have established three operating principles that guide our work and unify the\n\norganization. To support these efforts, we are planning to re-invest more than $100 million in 2026. \n\n1. Deliver service and operational excellence\n\nWe are transforming our delivery operations—modernizing process workflows, enhancing call center capabilities and\n\naccelerating the insourcing of critical delivery service capabilities. These actions address the “last mile” of service quality\n\nwhere flawless execution matters most, and they support our commitment that 99% is not enough when participants\n\ndepend on us during their most critical moments.\n\nLetter to Stockholders\n\n2. Innovate products that create real value and actionable insights\n\nAlight’s data lake—enriched by decades of participant interactions—uniquely positions us to deliver more personalized,\n\npredictive and outcome-driven experiences. Enabled by AI, we are re-imagining user experiences and delivering\n\nactionable insights for our clients and their people. For example, our conversational AI pilot during fall annual enrollment\n\nwith two major clients led to meaningful reductions in channel switching, demonstrating our use of technology to power\n\nconfident decisions while realizing efficiencies in our own operations. In 2026, we will further scale AI-driven navigation\n\nand continue shaping a benefits experience centered on simplicity, clarity and proactive support. We are strengthening our\n\nsolutions-based approach by appointing leaders with deep industry expertise for our Health & Navigation, Wealth and\n\nLeaves solutions to drive innovation and close product gaps.\n\n3. Build relationships that result in enduring, trusted partnerships\n\nThe recent merger of our commercial and client management teams allows us to better serve current clients, expand\n\nopportunities within our existing base and more effectively pursue new clients. In addition, our operating efficiency,\n\nexpertise and breadth of solution offerings position us well to vigorously establish new partner collaborations that allow us\n\nto serve as the front door to a holistic benefits experience. Deepening relationships—built on trust, responsiveness and\n\nstrategic guidance—remain essential to strengthening renewals and to durable, predictable growth. Our commitment is\n\nsimple: when clients call, we show up. \n\nOur priorities are clear, and our leadership team and colleagues are aligned around the actions required to build\n\nmomentum and expand our market position. With disciplined execution across our operating principles, we believe Alight\n\nis well positioned to return to sustained, profitable growth. \n\nSincerely,\n\nRohit Verma, Chief Executive Officer and Director\n\nNotice of Annual Meeting of Stockholders\n\n2025 PROXY STATEMENT\n\nALIGHT, INC.\n\nNotice of Annual\n\nMeeting of Stockholders\n\nThe 2026 annual meeting of stockholders (including any adjournments, postponements, or continuations thereof, the “Annual Meeting”)\n\nof Alight, Inc. (the “Company”) will be held virtually on Wednesday, June 10, 2026 at 1:00 p.m. Central Time.\n\nVIRTUAL LOCATION\n\nYou can attend the Annual Meeting online, vote your shares\n\nelectronically and submit your questions during the Annual\n\nMeeting by visiting www.virtualshareholdermeeting.com/\n\nALIT2026. To participate in the Annual Meeting, you must pre-\n\nregister at www.virtualshareholdermeeting.com/ALIT2026. by\n\n11:59 p.m. Central Time on June 8, 2026.\n\nDATE AND TIME\n\nWednesday, June 10, 2026\n\n1:00 p.m. Central Time\n\nItems of Business\n\nProposal \n\nNo.\n\nBoard\n\nRecommendation\n\n1.\n\nTo elect three Class II director nominees named in the Proxy Statement to our Board of Directors (the\n\n“Board”).\n\nEach of the director nominees named in the Proxy Statement is standing for election for a three-year\n\nterm ending at the 2029 annual meeting of stockholders (the “2029 Annual Meeting”) and until such\n\ndirector’s successor has been duly elected and qualified, or until such director’s earlier death,\n\nresignation, or removal.\n\nFOR EACH\n\nNOMINEE\n\n2.\n\nTo ratify the appointment of Ernst & Young LLP (“EY”) as our independent registered public accounting\n\nfirm for 2026.\n\nFOR\n\n3.\n\nTo approve, on an advisory (non-binding) basis, the 2025 compensation paid to our named executive\n\nofficers.\n\nFOR\n\n4.\n\nTo approve an amendment to the Company’s Certificate of Incorporation (the “Alight Charter”) to\n\ndeclassify the Board.\n\nFOR\n\n5.\n\nTo approve an amendment to the Alight Charter to provide for the elimination of certain officers’\n\npersonal liability for monetary damages stemming from breaches of the duty of care as permitted by\n\nSection 102(b)(7) of the General Corporation Law of the State of Delaware (the “DGCL”).\n\nFOR\n\n6.\n\nTo approve a series of four alternate amendments to the Alight Charter to authorize the Board to effect\n\nreverse stock splits of the outstanding shares of common stock at ratios of 1-for-10, 1-for-20, 1-for-30\n\nand 1-for-40 (the “Reverse Stock Splits”) and corresponding decreases in authorized shares.\n\nFOR\n\nStockholders will also act on such other matters as may properly come before the Annual Meeting.\n\nNotice of Annual Meeting of Stockholders\n\nRecord Date\n\nYou are entitled to receive notice of, and to vote at, the Annual Meeting if you were a stockholder of record at the close of business on\n\nApril 22, 2026 (the “record date”). A list of the stockholders of record at the record date will be available electronically during the Annual\n\nMeeting at www.virtualshareholdermeeting.com/ALIT2026.\n\nVoting\n\nYOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible\n\nby following the instructions on the enclosed proxy card so that your shares are represented and your voice is heard.\n\nReturning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting.\n\nStockholders of record as of the close of business on the record date are entitled to notice of, and to vote at, the Annual Meeting. Such\n\nstockholders are urged to submit an enclosed proxy card, even if their shares were sold after such date. More information on voting\n\nyour enclosed proxy card and attending the Annual Meeting can be found in the accompanying Proxy Statement and the instructions on\n\nthe enclosed proxy card.\n\nAttendance and Participation at the Annual Meeting\n\nAttendance at the Annual Meeting or any adjournment or postponement thereof will be limited to stockholders of the Company as of the\n\nclose of business on the record date and guests of the Company. You will not be able to attend the Annual Meeting in person at a\n\nphysical location. In order to attend the virtual meeting, you will need to pre-register at www.virtualshareholdermeeting.com/ALIT2026\n\nby 11:59 p.m. Central Time on June 8, 2026. Please see “How may I participate in the virtual Annual Meeting?” in the accompanying\n\nProxy Statement for instructions about how to pre-register. Once pre-registered, stockholders as of the record date will be able to attend\n\nthe virtual Annual Meeting by visiting the link above, where you will be able to listen to the meeting live, submit questions, and vote.\n\nIf you have any questions or need any assistance in voting your shares, please contact our proxy solicitor, MacKenzie Partners, Inc., 7\n\nPenn Plaza, New York, New York, 10001, Stockholders Call Toll-Free: +1 (800) 322-2885 (U.S. and Canada) or +1 (212) 929-5500 (all\n\nother countries, banks and brokers).\n\nBy Order of the Board of Directors,\n\nMartin T. Felli\n\nChief Legal Officer and Corporate Secretary\n\nApril 27, 2026\n\nImportant Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on June 10, 2026:\n\nThe Notice of Internet Availability, the accompanying Proxy Statement and our Annual Report are available free of charge at\n\nwww.proxyvote.com. As permitted by the rules of the Securities and Exchange Commission (the “SEC”), we are furnishing our proxy\n\nmaterials to stockholders over the Internet. We sent a Notice of Internet Availability of Proxy Materials on or about April 27, 2026 to our\n\nstockholders of record at the close of business on April 22, 2026. The notice contains instructions on how to access our Proxy\n\nStatement and Annual Report and vote online. A list of the stockholders of record at the close of business on the Record Date will also\n\nbe available electronically during the Annual Meeting at www.virtualshareholdermeeting.com/ALIT2026.\n\n \n\nCONTENTS\n\n[Letter to Stockholders](#ia6b0813fff064c0393afa56484cc5665_13)\n\n[Notice of Annual Meeting of Stockholders](#ia6b0813fff064c0393afa56484cc5665_16)\n\n[1 ](#ia6b0813fff064c0393afa56484cc5665_22)\n\n[2026 Proxy Statement Summary](#ia6b0813fff064c0393afa56484cc5665_22)\n\n[1 ](#ia6b0813fff064c0393afa56484cc5665_25)\n\n[Background](#ia6b0813fff064c0393afa56484cc5665_25)\n\n[1 ](#ia6b0813fff064c0393afa56484cc5665_28)\n\n[Proxy Voting Methods](#ia6b0813fff064c0393afa56484cc5665_28)\n\n[2 ](#ia6b0813fff064c0393afa56484cc5665_31)\n\n[Proposals](#ia6b0813fff064c0393afa56484cc5665_31)\n\n[3 ](#ia6b0813fff064c0393afa56484cc5665_34)\n\n[Corporate Governance Highlights](#ia6b0813fff064c0393afa56484cc5665_34)\n\n[3 ](#ia6b0813fff064c0393afa56484cc5665_37)\n\n[Executive Compensation Highlights](#ia6b0813fff064c0393afa56484cc5665_37)\n\n[4 ](#ia6b0813fff064c0393afa56484cc5665_40)\n\n[Investor Engagement](#ia6b0813fff064c0393afa56484cc5665_40)\n\n[4 ](#ia6b0813fff064c0393afa56484cc5665_43)\n\n[Awards and Recent Recognition](#ia6b0813fff064c0393afa56484cc5665_43)\n\n[5 ](#ia6b0813fff064c0393afa56484cc5665_46)\n\n[Questions and Answers About Our Annual Meeting](#ia6b0813fff064c0393afa56484cc5665_46)\n\n[12 ](#ia6b0813fff064c0393afa56484cc5665_49)\n\n[Proposal No. 1: Election of Directors](#ia6b0813fff064c0393afa56484cc5665_49)\n\n[12 ](#ia6b0813fff064c0393afa56484cc5665_52)\n\n[Our Board of Directors](#ia6b0813fff064c0393afa56484cc5665_52)\n\n[22 ](#ia6b0813fff064c0393afa56484cc5665_64)\n\n[Director Compensation](#ia6b0813fff064c0393afa56484cc5665_64)\n\n[24 ](#ia6b0813fff064c0393afa56484cc5665_67)\n\n[Executive Officers](#ia6b0813fff064c0393afa56484cc5665_67)\n\n[27 ](#ia6b0813fff064c0393afa56484cc5665_70)\n\n[Corporate Governance](#ia6b0813fff064c0393afa56484cc5665_70)\n\n[35 ](#ia6b0813fff064c0393afa56484cc5665_73)\n\n[Security Ownership of Certain Beneficial Owners and Management](#ia6b0813fff064c0393afa56484cc5665_73)\n\n[37 ](#ia6b0813fff064c0393afa56484cc5665_76)\n\n[Certain Relationships and Related Person Transactions](#ia6b0813fff064c0393afa56484cc5665_76)\n\n[41 ](#ia6b0813fff064c0393afa56484cc5665_79)\n\n[Executive Compensation](#ia6b0813fff064c0393afa56484cc5665_79)\n\n[66 ](#ia6b0813fff064c0393afa56484cc5665_82)\n\n[Proposal No. 2: Appointment of Independent Registered Public Accounting Firm](#ia6b0813fff064c0393afa56484cc5665_82)\n\n[68 ](#ia6b0813fff064c0393afa56484cc5665_85)\n\n[Proposal No. 3: To Approve, on an Advisory (Non-Binding) Basis, the 2025 Compensation Paid to Our Named](#ia6b0813fff064c0393afa56484cc5665_85)\n\n[Executive Officers](#ia6b0813fff064c0393afa56484cc5665_85)\n\n69\n\n[Proposal No. 4: To Approve an Amendment to the Alight Charter to Declassify the Board](#ia6b0813fff064c0393afa56484cc5665_88)\n\n71\n\n[Proposal No. 5: To Approve an Amendment to the Alight Charter to Extend Exculpatory Protection to Certain Alight](#ia6b0813fff064c0393afa56484cc5665_91)\n\n[Officers](#ia6b0813fff064c0393afa56484cc5665_91)\n\n73\n\n[Proposal No. 6: To Approve Alternate Amendments to the Alight Charter to Effect the Reverse Stock Splits and ](#ia6b0813fff064c0393afa56484cc5665_94)\n\n[Corresponding Decreases in Authorized Shares](#ia6b0813fff064c0393afa56484cc5665_94)\n\n83\n\n[Additional Information Regarding Our Annual Meeting](#ia6b0813fff064c0393afa56484cc5665_97)\n\n86\n\n[Appendices](#ia6b0813fff064c0393afa56484cc5665_100)\n\nIn this Proxy Statement, we refer to Alight, Inc. as “Alight,” the “Company,” “we,” and “us” (as the context requires), the Company’s\n\nBoard of Directors as the “Board,” and the Company’s 2026 Annual Meeting of Stockholders, including any adjournments,\n\npostponements, or continuations thereof, as the “Annual Meeting.”\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n1 \n\n2026 Proxy\n\nStatement Summary\n\nThis summary highlights certain information contained in this Proxy Statement. This summary does not contain all the information that\n\nyou should consider, and you should read the entire Proxy Statement before voting. For more complete information regarding the\n\nCompany’s performance in the fiscal year ended December 31, 2025 (“Fiscal 2025”), please review the Company’s Annual Report on\n\nForm 10-K for the year ended December 31, 2025 (“Annual Report”) that accompanies this Proxy Statement.\n\nBackground\n\nDATE AND TIME\n\nWednesday, June 10, 2026\n\n1:00 p.m. Central Time\n\nPLACE – VIRTUALLY VIA WEBCAST\n\nYou can attend the Annual Meeting online, vote your shares\n\nelectronically and submit your questions during the Annual\n\nMeeting by visiting www.virtualshareholdermeeting.com/\n\nALIT2026. To participate in the Annual Meeting, you must pre-\n\nregister at www.virtualshareholdermeeting.com/ALIT2026 by\n\n11:59 p.m. Central Time on June 8, 2026.\n\nRECORD DATE: APRIL 22, 2026\n\nProxy Voting Methods\n\nIf you were a stockholder of record at the close of business on April 22, 2026, you may (i) submit your proxy in advance of the Annual\n\nMeeting, over the internet, by telephone or by mail in order to have your shares voted at the Annual Meeting or (ii) vote at the Annual\n\nMeeting. You may also revoke your proxies at the times and in the manners described in the “Questions and Answers About Our Annual\n\nMeeting” section of this Proxy Statement. For shares held through a broker, bank, or other nominee, you may submit voting instructions\n\nto your broker, bank, or other nominee. Please refer to information from your broker, bank, or other nominee on how to submit voting\n\ninstructions.\n\nTo vote by proxy if you are a stockholder of record:\n\nBY INTERNET\n\n•You may submit your proxy online via the Internet by accessing the website on your enclosed proxy card.\n\nThen, follow the instructions provided on the voting site. You will be required to provide the unique control\n\nnumber found on the enclosed proxy card.\n\nBY TELEPHONE\n\n•You may submit your proxy by calling toll-free in the U.S. or Canada the number specified on your enclosed\n\nproxy card.\n\nBY MAIL\n\n•If you do not have access to a touch-tone telephone or to the Internet, please indicate on the proxy how you\n\nwould like your shares voted and then sign, date, and return the enclosed proxy card in the postage-paid\n\nenvelope provided.\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n2  2026 PROXY STATEMENT\n\nProposals\n\nProposal \n\nNo.\n\nBoard\n\nRecommendation\n\nMore\n\nInformation\n\n1\n\nTo elect three Class II director nominees named in this Proxy Statement to our\n\nBoard. Each of the director nominees is standing for election for a three-year term\n\nending at the 2029 Annual Meeting and until such director’s successor has been\n\nduly elected and qualified, or until such director’s earlier death, resignation, or\n\nremoval.\n\nFOR EACH\n\nNOMINEE\n\npage 12\n\n2\n\nTo ratify the appointment of Ernst & Young LLP as our independent registered\n\npublic accounting firm for 2026.\n\nFOR\n\npage 66\n\n3.\n\nTo approve, on an advisory (non-binding) basis, the 2025 compensation paid to our\n\nnamed executive officers.\n\nFOR\n\npage 68\n\n4.\n\nTo approve an amendment to the Alight Charter to declassify the Board.\n\nFOR\n\npage 69\n\n5.\n\nTo approve an amendment to the Alight Charter to provide for the elimination of\n\ncertain officers’ personal liability for monetary damages stemming from breaches of\n\nthe duty of care as permitted by Section 102(b)(7) of the DGCL.\n\nFOR\n\npage 71\n\n6.\n\nTo approve a series of four alternate amendments to the Alight Charter to authorize\n\nthe Board to effect reverse stock splits of the outstanding shares of common stock\n\nat ratios of 1-for-10, 1-for-20, 1-for-30 and 1-for-40  (the “Reverse Stock Splits”)\n\nand corresponding decreases in authorized shares.\n\nFOR\n\npage 73\n\nCOMMITTEES\n\nNAME\n\nAGE\n\nCLASS\n\nAPPOINTED\n\nCURRENT\n\nTERM\n\nEXPIRES\n\nAUDIT\n\nCOMPENSATION\n\nNOMINATING AND\n\nCORPORATE\n\nGOVERNANCE\n\nDIRECTOR NOMINEES\n\nRussell P. Fradin*\n\n70\n\nII\n\n2025\n\n2026\n\nRobert A. Lopes, Jr.\n\n62\n\nII\n\n2025\n\n2026\n\nRichard N. Massey\n\n70\n\nII\n\n2021\n\n2026\n\nCONTINUING DIRECTORS\n\nWilliam P. Foley, II\n\n81\n\nIII\n\n2021\n\n2027\n\nSiobhan Nolan Mangini\n\n45\n\nIII\n\n2024\n\n2027\n\nCoretha M. Rushing\n\n70\n\nIII\n\n2024\n\n2027\n\nDenise Williams\n\n65\n\nIII\n\n2023\n\n2027\n\nMichael E. Hayes\n\n55\n\nI\n\n2025\n\n2028\n\nKausik Rajgopal\n\n52\n\nI\n\n2023\n\n2028\n\nRobert A. Schriesheim\n\n65\n\nI\n\n2025\n\n2028\n\nRohit Verma\n\n51\n\nI\n\n2026\n\n2028\n\n*Chairperson of the Board\n\nCommittee Chair\n\nCommittee Member\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n3 \n\nCorporate Governance Highlights\n\nBOARD ATTRIBUTES AND PRACTICES\n\n●Independent Board Chair\n\n●10 out of 11 directors are independent \n\n●Average tenure of approximately two years\n\n●Appointed nine new directors in the last three years\n\n●Fully independent standing Board committees\n\n●Annual Board and committee self-evaluations\n\n●Structured process for Board’s risk oversight\n\n●Related party transaction approval by the Audit Committee of the Board (the “Audit Committee”)\n\n●Periodic review of key governance documents\n\n●Regular executive sessions of the Board and its Committees\n\n●Directors receive a majority of their compensation in restricted stock units\n\nOTHER BEST PRACTICES\n\n●Robust share ownership guidelines for officers and directors\n\n●Executive compensation clawback policy\n\n●Board and committee oversight of corporate sustainability and impact matters\n\n●Code of Conduct aligned to Alight’s values\n\n●Annual Chief Executive Officer (“CEO”) evaluation\n\n●Annual “Say-on-Pay” advisory vote\n\nExecutive Compensation Highlights\n\nPRACTICES WE ENGAGE IN\n\nüMajority of executive pay \"at-risk\"\n\nüRegular review of compensation\n\nprograms and practices\n\nüStock ownership guidelines\n\nüCompensation clawback policy\n\nüIndependent compensation consultant\n\nüUse of peer groups\n\nPRACTICES WE DO\n\nNOT ENGAGE IN\n\n●Compensation programs that\n\nencourage excessive risk taking\n\n●Excessive benefits or perquisites\n\n●Pledging shares\n\n●Hedging shares\n\n●Granting discounted stock options\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n4  2026 PROXY STATEMENT\n\nInvestor Engagement\n\nWe engage with investors and analysts through conference calls, broker conferences, headquarter visits, one-on-one meetings, and\n\nnon-deal roadshows throughout the year. We typically discuss our financial position, strategic priorities, business outlook, and other\n\ntopics of importance to investors. As we continue to evolve as a public company, we will continue to develop our stockholder\n\nengagement program with respect to our corporate sustainability and impact efforts, corporate governance practices and compensation\n\nprogram, among other topics. We are committed to maintaining an active dialogue with investors to better understand their perspectives\n\nand consider their ideas as we continue to evolve our corporate governance and business practices, and public disclosures.\n\nAs described in our Corporate Governance Guidelines, stockholders and other interested parties who wish to communicate with a\n\nmember or members of our Board, including each of the committees of the Board, or with the non-management or independent\n\ndirectors as a group, may do so by addressing such communications or concerns to the Company’s Corporate Secretary by email at\n\nCorporate.Secretary@alight.com or by mail at 320 South Canal Street, 50th Floor, Suite 5000, Chicago, Illinois 60606, who will forward\n\nsuch communication to the appropriate party.\n\nAwards and Recent Recognition\n\n•Recognized by Fortune as one of America’s Most Innovative Companies in 2026\n\n•Recognized as a Great Place to Work® for the seventh consecutive year in 2025\n\n•Alight Worklife honored as a transformative product by the 2025 BIG Innovation Awards by Business Intelligence Group\n\n•Named a twelve-time member of IAOP’s Global Outsourcing 100® list in 2025\n\n•Alight Worklife named as a finalist under “Best HR/HRMS Solution” for Cloud Awards 2024-2025\n\n•Recognized by Newsweek as one of “America’s Greatest Workplaces” for 2025\n\n•Recognized by Newsweek as one of “America’s Greatest Workplaces for Diversity” for 2024 and 2025\n\n•Recognized by Newsweek as one of “America’s Greatest Workplaces for Mental Wellbeing” for 2025\n\n•Named a 2025 Shortlister top vendor for 7 categories across benefits administration\n\n•Earned top 5 rankings for User Experience and Vendor Satisfaction in 2025 Sapient Insights Group’s 28th Annual HR Systems\n\nSurvey Report\n\n•Named a 2025 Military Friendly® Employer\n\n•Named a ParityLIST Best Company for Equal Advancement Opportunity in 2024 and 2025\n\n•Alight earned a perfect score on the Human Rights Campaign Foundation’s Corporate Equality Index in 2025, its sixth time\n\nachieving a perfect score\n\n•Recognized by Avtar and Seramount as a 2025 Best Company for Women in India\n\n•Recognized on the USA Today America’s Climate Change Leaders 2025 list\n\n•Earned a perfect score for 2025 Disability Equality Index by Disability:IN\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n5 \n\nQuestions and Answers\n\nAbout Our Annual\n\nMeeting\n\nWhy am I receiving these materials? Who is soliciting proxies for the Annual Meeting with this\n\nProxy Statement?\n\nYou are receiving this Proxy Statement and the enclosed proxy card because you were a holder of the Company’s Class A common\n\nstock or Class V common stock (together, the “Voting Common Stock”) as of the record date, and the Board is soliciting your proxy to\n\nvote your shares of our Voting Common Stock on all matters scheduled to come before the Annual Meeting, whether or not you attend\n\nthe Annual Meeting. We either (1) mailed you a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”)\n\nnotifying each stockholder entitled to vote at the Annual Meeting how to vote and how to electronically access a copy of this Proxy\n\nStatement and our Annual Report on Form 10-K for Fiscal 2025 (referred to as the “Proxy Materials”) or (2) mailed you a paper copy of\n\nthe Proxy Materials and a proxy card in paper format. If you have not received, but would like to receive, a paper copy of the Proxy\n\nMaterials and a proxy card in paper format, you should follow the instructions for requesting such materials contained in the Notice of\n\nInternet Availability.\n\nWhat matters are being voted on at the Annual Meeting? How does the Board recommend that\n\nI vote on these matters?\n\nOur Annual Meeting will be held for the following purposes:\n\nProposal No. 1: To elect three Class II director nominees named in this Proxy Statement to our Board.\n\nThe Board is asking stockholders to elect three directors named in this Proxy Statement to serve as the Class II directors on the Board.\n\nEach of the director nominees is standing for election for a term until the 2029 Annual Meeting and until such director’s successor is\n\nduly elected and qualified, or until such director’s earlier death, resignation, or removal.\n\nThe Board has nominated and unanimously recommends the election of three incumbent directors: Russell P. Fradin, Robert A. Lopes,\n\nJr., and Richard N. Massey. For more information on the nominees, please see the “Proposal No. 1: Election of Directors--[Class II](#ia6b0813fff064c0393afa56484cc5665_55)\n\n[Director Nominees](#ia6b0813fff064c0393afa56484cc5665_55)” section of this Proxy Statement. You may vote for each of these director candidates on the enclosed proxy card.\n\nProposal No. 2: To ratify the appointment of Ernst & Young LLP as our independent registered public accounting\n\nfirm for 2026.\n\nStockholders are being asked to ratify the Audit Committee’s selection of EY to serve as our independent registered public accounting\n\nfirm for the fiscal year ending December 31, 2026.\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n6  2026 PROXY STATEMENT\n\nProposal No. 3: To approve, on an advisory (non-binding) basis, the 2025 compensation paid to our named\n\nexecutive officers.\n\nStockholders are being asked to approve, on an advisory (non-binding) basis, the 2025 compensation paid to our named executive\n\nofficers as disclosed in this Proxy Statement (also known as “Say-on-Pay”). As an advisory vote, the result will not be binding on the\n\nBoard or the Compensation Committee of the Board (the “Compensation Committee”). This “Say-on-Pay” vote will, however, provide us\n\nwith important feedback from our stockholders about our executive compensation philosophy, objectives, and program. The Board and\n\nthe Compensation Committee value the opinions of our stockholders and expect to consider the outcome of the vote when considering\n\nfuture executive compensation decisions and when evaluating the Company’s executive compensation program.\n\nProposal No. 4: To approve an amendment to the Alight Charter to declassify the Board.\n\nStockholders are being as to approve an amendment to the Alight Charter to begin declassification of our Board at the 2027 annual\n\nmeeting of stockholders (the “2027 Annual Meeting”). Class II Directors elected at this Annual Meeting will be elected to three-year\n\nterms expiring at the 2029 Annual Meeting. If the proposed amendments are approved at this Annual Meeting, then, beginning with the\n\nclass of directors standing for election at the 2027 Annual Meeting, directors will be elected to one-year terms of office. Directors\n\ncurrently serving terms that expire at the annual meetings of stockholders to be held in 2027 and 2028 will (subject to their earlier\n\nresignation or removal) serve the remainder of their respective terms, and thereafter they or their successors will be elected to one-year\n\nterms. At the 2029 Annual Meeting and annual meetings thereafter, all directors will stand for election, and the Board will no longer be\n\nclassified.\n\nProposal No. 5: To approve an amendment to the Alight Charter to provide exculpatory protection to certain \n\nAlight officers.\n\nThe DGCL has traditionally permitted corporations like Alight to eliminate or limit directors’ personal liability to a corporation or its\n\nstockholders for monetary damages stemming from breaches of the duty of care. In 2022, the DGCL was amended to authorize\n\ncorporations to extend similar exculpatory protection to certain corporate officers. Stockholders are being asked to approve \n\namendments to the Alight Charter that would extend such exculpatory protection to certain officers of the Company as permitted by\n\nSection 102(b)(7) of the DGCL, and that are intended to, among other things, allow Alight to attract and retain talented officers to serve\n\nthe Company and to provide adequate protection to such officers.\n\nProposal No. 6: To approve alternate amendments to the Alight Charter to allow the Company to effect the\n\nReverse Stock Splits and corresponding decreases in authorized shares.\n\nStockholders are being asked to approve four alternate amendments to the Alight Charter to permit the Company to effect a reverse\n\nstock split of the outstanding shares of common stock at ratios of 1-for-10, 1-for-20, 1-for-30 and 1-for-40 and corresponding decreases\n\nto the authorized number of shares of each class of common stock. The primary intent of the Reverse Stock Splits is to reduce the\n\nnumber of shares of Class A common stock outstanding and thereby increase the per share trading price of our Class A common stock\n\nin order to meet the NYSE’s price criteria for continued listing on that exchange. \n\nThe Board unanimously recommends that stockholders vote “FOR” the each of the director\n\nnominees on the enclosed proxy card and “FOR” each of Proposal Nos. 2 - 6.\n\nWho can vote at the Annual Meeting?\n\nThe close of business on April 22, 2026 has been fixed as the record date for the determination of our stockholders entitled to notice of,\n\nand to vote at, the Annual Meeting. We have two classes of voting common stock: Class A and Class V, each of which has one vote per\n\nshare. Class A common stock and Company Class V common stock vote together as a single class on all matters submitted to a vote of\n\nstockholders, except as otherwise required by applicable law or our organizational documents, and each such share is entitled to one\n\nvote. On the record date, we had 526,847,029 shares of Class A common stock and 484,358 shares of Class V common stock\n\noutstanding.\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n7 \n\nHow many shares must be present to conduct business at the Annual Meeting?\n\nThe Company is incorporated in the State of Delaware. As a result, the DGCL, the Alight Charter, and our Amended and Restated By-\n\nlaws (the “By-laws”) govern the voting standards applicable to actions taken by our stockholders. The holders of a majority in voting\n\npower of all issued and outstanding stock entitled to vote at the Annual Meeting, present at the Annual Meeting or represented by proxy,\n\nwill constitute a quorum for the transaction of business at the Annual Meeting, and business may not be conducted at the Annual\n\nMeeting unless a quorum is present. If there are not sufficient shares present or represented by proxy at the Annual Meeting to\n\nconstitute a quorum for approval of any matter to be voted upon, the Annual Meeting may be adjourned to permit further solicitation of\n\nproxies in order to achieve a quorum. Based on the number of shares of Voting Common Stock outstanding on April 22, 2026, the\n\nrecord date, shares representing 263,665,695 votes must be present at the Annual Meeting, virtually or by proxy, to constitute a\n\nquorum. If you submit a proxy, including by Internet or proxy card, your shares will be counted towards the quorum for the Annual\n\nMeeting. Abstentions and “broker non-votes” are counted as present for the purpose of determining a quorum. \n\nHow do I vote?\n\nThe procedures for voting are as follows:\n\nStockholders of Record. If your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust\n\nCompany, at the close of business on April 22, 2026, then you are considered a stockholder of record. As a stockholder of record, you\n\nmay (i) submit a proxy to have your shares voted in advance of the Annual Meeting, over the Internet, by telephone, or by mail, or\n\n(ii) vote at the Annual Meeting. We encourage you to submit your proxy in advance of the Annual Meeting as a stockholder of record as\n\nfollows:\n\n•Internet: You may submit your proxy online via the Internet by accessing the website specified on the Notice of Internet Availability or\n\nyour proxy card. Then, follow the instructions provided on the voting site. You will be required to provide the unique control number\n\nfound on the Notice of Internet Availability or your proxy card.\n\n•Telephone: You may submit your proxy by dialing the telephone number specified on the Notice of Internet Availability or your proxy\n\ncard. Then, follow the voice prompts. You will be required to provide the unique control number found on the enclosed proxy card.\n\n•Mail: If you received a proxy card, you may indicate how you want your shares voted and then sign, date, and return the proxy card in\n\nthe postage-paid envelope provided.\n\nBeneficial Owner. If your shares are held in a brokerage account, by a trustee or by another nominee, then you are considered the\n\n“beneficial owner” of those shares. As the beneficial owner of those shares, you may vote your shares (i) in advance of the Annual\n\nMeeting by directing your broker, bank, or other nominee how to vote, or (ii) at the Annual Meeting by obtaining a proxy from your\n\nbroker, bank or other nominee so that you may attend the Annual Meeting and vote your shares. To have your shares voted in advance\n\nof the Annual Meeting, you should instruct your broker, bank, or other nominee how to vote your shares by following the voting\n\ninstructions in the notice provided by your broker, bank, or other nominee. You must follow the voting instructions in that notice to\n\nensure that your vote is counted. In most cases, you will be able to give your instructions by mail or via the Internet; however, please\n\nrefer to your voting instruction form for full details. As discussed herein, your broker, bank, or other nominee may not be able to vote\n\nyour shares on some matters at the Annual Meeting unless you provide instructions on how to vote your shares.\n\nStockholders of record and beneficial owners may also vote at the Annual Meeting. The Annual Meeting will be held online via a live\n\nwebcast at www.virtualshareholdermeeting.com/ALIT2026. You may only participate in the virtual meeting by registering in advance at\n\nwww.virtualshareholdermeeting.com/ALIT2026 prior to the deadline of 11:59 p.m. Central Time on June 8, 2026. If you are a beneficial\n\nowner, you must obtain a “legal proxy” from your broker, bank, or other nominee to participate in the Annual Meeting.\n\nEven if you plan to attend the Annual Meeting, we urge you to vote your proxy TODAY by Internet, telephone, or mail to\n\nensure that your votes are counted at the Annual Meeting. You may still attend the virtual Annual Meeting and vote at the Annual\n\nMeeting, even if you have already voted by proxy. The vote you cast at the Annual Meeting will supersede any previous votes that you\n\nmay have submitted.\n\nHow do I obtain a copy of this Proxy Statement?\n\nIn accordance with the rules of the SEC, we are using the Internet as our primary means of furnishing proxy materials to stockholders.\n\nConsequently, many stockholders will not receive paper copies of our proxy materials. We will instead send these stockholders a Notice\n\nof Internet Availability with instructions for accessing the proxy materials, including our Proxy Statement and Annual Report, and voting\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n8  2026 PROXY STATEMENT\n\nvia the Internet. The Notice of Internet Availability also provides information on how stockholders may obtain paper copies of our proxy\n\nmaterials if they so choose. This makes the proxy distribution process more efficient and less costly and helps conserve natural\n\nresources. If you previously elected to receive our proxy materials electronically, these materials will continue to be sent via email\n\nunless you change your election.\n\nWhat is a proxy? What if I receive more than one Notice of Internet Availability or proxy card?\n\nA proxy is your legal designation of another person to vote the stock you own, with such other person being called a proxy. If you\n\ndesignate someone as your proxy in a written document, that document is also called a proxy or a proxy card. Our Board has\n\ndesignated Rohit Verma and Martin T. Felli as the Company’s proxies for the Annual Meeting.\n\nEach Notice of Internet Availability or proxy or voting instruction card represents the shares registered to you as of the close of business\n\non the record date. You may receive more than one proxy or voting instruction card if you hold your shares in multiple accounts, some\n\nof your shares are registered directly in your name with the Company’s transfer agent, or some of your shares are held in street name\n\nthrough a broker, bank, or other nominee. Please submit proxies with respect to each Notice of Internet Availability, proxy card or voting\n\ninstruction card you receive to ensure that all of your shares are present and voted at the Annual Meeting.\n\nHow may I participate in the virtual Annual Meeting?\n\nThe Annual Meeting will be conducted completely online via the Internet. You may only participate in the virtual meeting by registering in\n\nadvance at www.virtualshareholdermeeting.com/ALIT2026 prior to the deadline of 11:59 p.m. Central Time on June 8, 2026. Please\n\nhave your proxy card, voting instruction form, or other communication containing your 16-digit control number available and follow the\n\ninstructions to complete your registration request. If you are a holder of record and you have misplaced your virtual control number,\n\nplease email the Company at Corporate.Secretary@alight.com. If you are a beneficial holder, you must obtain a “legal proxy” from your\n\nbroker, bank or other nominee to attend and participate in the Annual Meeting. Upon completing registration, stockholders will receive a\n\nconfirmation email with a link and instructions for accessing the Annual Meeting.\n\nWe encourage you to access the Annual Meeting before the start time of 1:00 p.m., Central Time, on June 10, 2026. Please allow\n\nample time for online check-in, which will begin at 12:30 p.m., Central Time, on June 10, 2026. We will have a support team ready to\n\nassist attendees with any technical difficulties they may have accessing or hearing the audio webcast of the meeting.\n\nStockholders of record who participate in the virtual Annual Meeting by way of the website above or the link provided following\n\nregistration will be considered to have attended the meeting “in person,” as such term is used in this Proxy Statement, including for\n\npurposes of determining a quorum and counting votes.\n\nBy conducting our Annual Meeting completely online via the Internet, we eliminate many of the costs associated with a physical meeting\n\nand reduces the carbon footprint associated with our activities. In addition, we believe that a virtual meeting will provide greater access\n\nto those stockholders who want to attend and improve our ability to communicate more effectively with our stockholders during the\n\nmeeting.\n\nMay I submit questions during the Annual Meeting?\n\nYes. We expect that members of the Board and management, as well as representatives of our independent registered public\n\naccounting firm, EY, will attend the virtual Annual Meeting and be available to answer stockholder questions. We will provide our\n\nstockholders the opportunity to ask questions. Questions submitted during the meeting pertinent to meeting matters will be answered\n\nduring the meeting, subject to time constraints. Instructions for submitting questions and making statements will be posted on the virtual\n\nmeeting website. This question-and-answer session will be conducted in accordance with certain rules of conduct (the “Rules of\n\nConduct”). These Rules of Conduct will be posted on our Annual Meeting website.\n\nWhat if I experience technical issues with the virtual meeting platform?\n\nWe will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter\n\nany difficulties accessing the virtual meeting during check-in or during the Annual Meeting, please call the technical support number that\n\nwill be posted on the virtual meeting platform log-in page. We encourage you to access the virtual meeting prior to the start time.\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n9 \n\nWhat is the minimum vote required for each proposal to be approved?\n\nAt the Annual Meeting, stockholders will consider the following proposals and be asked: (1) to elect three Class II directors named in\n\nthis Proxy Statement to our Board, (2) to ratify the appointment of EY as our independent registered public accounting firm for 2026,\n\n(3) to approve, on an advisory (non-binding) basis, the 2025 compensation paid to our named executive officers, (4) to approve an\n\namendment to the Alight Charter to declassify the Board, (5) to approve an amendment to the Alight Charter to provide exculpatory\n\nprotection for certain Alight officers, and (6) to approve a series of four alternate amendments to the Alight Charter to authorize the\n\nBoard to effect Reverse Stock Splits of the outstanding shares of common stock at a ratio of 1-for-10, 1-for-20, 1-for-30 and 1-for-40\n\nand corresponding proportional decreases in the authorized number of shares of each class and series of the Company’s common\n\nstock.\n\nWith regard to Proposal No. 1 (election of directors), votes may be cast “FOR” any of the nominees or may be withheld. Each nominee\n\nwas recommended by the Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate\n\nGovernance Committee”) based on each nominee’s experience, qualifications and skills, and each of the nominees are current\n\ndirectors. Under the By-laws, the election of directors requires a plurality of the votes cast, so the three nominees receiving the greatest\n\nnumber of votes “FOR” their election will be elected to the Board. Votes that are withheld and broker non-votes are not considered\n\n“votes cast” and will have no effect on the results of this vote. Brokers, banks, or other nominees may not have authority to vote shares\n\nheld in street name on this proposal without instructions from beneficial owners. If you are the registered holder (and not a broker) of\n\nthe shares and validly sign and deliver but give no instructions on the proxy card with respect to this proposal, the shares represented\n\nby that proxy card will be voted “FOR” each of the nominees on this proposal.\n\nWith regard to Proposal No. 2 (ratification of the selection of independent registered public accounting firm), the affirmative vote of a\n\nmajority of the votes cast is required to ratify the appointment of EY as our independent registered public accounting firm. Abstentions\n\nare not considered “votes cast” and will have no effect on the results of this vote. Brokers have authority to vote shares held in street\n\nname on this proposal without instructions from beneficial owners. As a result, we do not expect there will be any broker non-votes on\n\nthis matter. For more information, please see “What is a broker non-vote?” below. If you are the registered holder (and not a broker) of\n\nthe shares and sign but give no instructions on the proxy card with respect to this proposal, the shares represented by that proxy card\n\nwill be voted for this proposal. We are not required to obtain the approval of our stockholders to select our independent registered public\n\naccounting firm. However, if our stockholders do not ratify the selection of EY as our independent registered public accounting firm for\n\nthe fiscal year ending December 31, 2026, the Audit Committee will reconsider its selection.\n\nWith regard to Proposal No. 3 (to approve, on an advisory (non-binding) basis, the 2025 compensation paid to our named executive\n\nofficers), the advisory (non-binding) vote on executive compensation will be approved if the number of votes cast “FOR” exceeds the\n\nnumber of votes cast “AGAINST.” Abstentions and broker non-votes are not considered “votes cast” and will have no effect on the\n\nresults of this vote. Brokers, banks, or other nominees may not have authority to vote shares held in street name on this proposal\n\nwithout instructions from beneficial owners. For more information, please see “What is a broker non-vote?” below. If you are the\n\nregistered holder (and not a broker) of the shares and sign but give no instructions on the proxy card with respect to this proposal, the\n\nshares represented by that proxy card will be voted “FOR” this proposal.\n\nWith regard to Proposal No. 4 (to approve an amendment to the Alight Charter to declassify the Board), the approval of the amendment\n\nto the Alight Charter to declassify the Board requires the affirmative vote of at least two-thirds (66 2/3%) of the outstanding shares of\n\nAlight’s Voting Common Stock entitled to vote on the matter. Because the approval of the proposal to amend Alight’s Charter to\n\ndeclassify the Board requires the affirmative vote of at least two-thirds (66 2/3%) of the outstanding shares of Alight Voting Common\n\nStock entitled to vote on the matter (whether or not such shares are present or represented by proxy at the Annual Meeting),\n\nabstentions and broker non-votes have the same effect as a vote “AGAINST” this proposal.\n\nWith regard to Proposal No. 5 (to approve an amendment to the Alight Charter to provide exculpatory protection for certain Alight\n\nofficers), the approval of the amendment to Alight’s Charter to provide exculpatory protection for certain Alight officers requires the\n\naffirmative vote of at least a majority of the outstanding shares of Alight’s Voting Common Stock, voting together as a single class.\n\nAbstentions and broker non-votes have the same effect as a vote “AGAINST” this proposal.\n\nWith regard to Proposal No. 6 (to approve alternative amendments to the Alight Charter to allow the Company to effect the Reverse\n\nStock Splits and the corresponding decreases in authorized shares), the approval of the amendments to the Alight Charter to authorize\n\nthe Board to effect the Reverse Stock Splits and the corresponding decreases in authorized shares requires the affirmative vote of at\n\nleast a majority of the outstanding shares of Alight’s Voting Common Stock, voting together as a single class.  Abstentions have the\n\nsame effect as a vote “AGAINST” this proposal. Brokers have authority to vote shares held in street name on this proposal without\n\ninstructions from beneficial owners. As a result, we do not expect there will be any broker non-votes on this matter. If you are the\n\nregistered holder (and not a broker) of the shares and sign but give no instructions on the proxy card with respect to this proposal, the\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n10  2026 PROXY STATEMENT\n\nshares represented by that proxy card will be voted for this proposal. For more information, please see “What is a broker non-vote?”\n\nbelow.\n\nWhat is a broker non-vote?\n\nIf your shares are held in “street name” (that is, held for your account by a broker, bank, or other nominee), you will receive voting\n\ninstructions from your broker, bank, or other nominee. If you are a street name holder and your shares are registered in the name of a\n\nbroker, the New York Stock Exchange (the “NYSE”) rules applicable to brokers who have record ownership of listed Company stock\n\ndetermine whether your broker may vote your shares in its discretion even if it does not receive voting instructions from you (so called\n\n“discretionary voting authority”).\n\nA “broker non-vote” occurs when a broker submits a proxy on behalf of a beneficial owner for a stockholder meeting but does not vote\n\non a particular proposal because such broker does not have discretionary voting authority with respect to that proposal and has not\n\nreceived voting instructions from the beneficial owner. Broker non-votes will be included in the calculation of the number of votes\n\nconsidered to be present for the purpose of determining a quorum but will not be counted in determining the number of votes cast on\n\ncertain proposals.\n\nUnder the NYSE rules, the election of directors, the approval on an advisory basis of the compensation paid to our named executive\n\nofficers and the approval of the proposed amendments to the Alight Charter to declassify the Board and extend exculpatory protection\n\nto certain Alight officers are considered “non-routine” matters for which brokers may not exercise discretionary voting authority. In\n\ncontrast, under the NYSE rules, the ratification of the selection of the independent registered public accounting firm and the approval of\n\nthe four proposed alternate amendments to the Alight Charter to authorize the Board to implement the Reverse Stock Splits and\n\ncorresponding decreases in authorized shares are typically “routine” matters as to which a broker will have discretionary authority to\n\nvote shares if they have not received voting instructions at least 10 days prior to the Annual Meeting.\n\nWe urge you to instruct your broker, bank, or other nominee how you wish your shares to be voted.\n\nHow will my shares be voted if I do not provide voting instructions?\n\nIf you provide specific voting instructions on a properly completed and submitted proxy, then your shares will be voted as instructed.\n\nIf you hold shares as the stockholder of record and submit a validly executed proxy card without giving specific voting instructions on a\n\nproposal, then your shares will be voted in accordance with the recommendations of our Board as to that proposal. Our Board\n\nrecommends voting “FOR” each of the nominees listed in this Proxy Statement’s Proposal No. 1, “FOR” the ratification of the\n\nappointment of EY as our independent registered public accounting firm for the year ending December 31, 2026 in Proposal No. 2,\n\n“FOR” the approval of, on an advisory (non-binding) basis, the 2025 compensation paid to our named executive officers in Proposal\n\nNo. 3, “FOR” the approval of the amendment to the Alight Charter to declassify the Board in Proposal No. 4, “FOR” the approval of the\n\namendment to the Alight Charter to provide exculpatory protection to certain Alight officers in Proposal No. 5, “FOR” the approval of the\n\nfour alternate amendments to the Alight Charter to authorize the Board to effect the Reverse Stock Splits and corresponding decreases\n\nin authorized shares in Proposal No. 6, and in accordance with the discretion of the named proxies on other matters brought before the\n\nAnnual Meeting.\n\nThe Board is not aware of any other matters that are likely to be brought before the Annual Meeting. If any other matter is properly\n\npresented for action at the Annual Meeting, the persons identified as having the authority to vote the proxies will vote on such matter in\n\ntheir own discretion.\n\nIf you do not provide your broker, bank, or other nominee specific voting instructions, such firm may not have the authority to vote your\n\nshares with respect to some of the proposals. Please see “What is a broker non-vote?” for more information. We urge you to provide\n\nvoting instructions so that your shares will be voted.\n\nWill my shares be voted if I do nothing?\n\nIf you are a stockholder of record and do not submit a proxy to have your shares voted or do not cast your vote, no votes will be cast on\n\nyour behalf on any of the items of business at the Annual Meeting.\n\nIf you are a beneficial holder and do not instruct your broker, bank, or other nominee how to vote your shares, your broker will not be\n\nable to vote on your behalf without instruction as to any matter that is considered non-routine under the NYSE rules. For more\n\ninformation, please see “What is a broker non-vote?” in this Proxy Statement.\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n11 \n\nCan I change my vote or revoke my proxy after I have voted?\n\nYes. If your shares are registered directly in your name, you may change your vote or revoke your proxy by:\n\n•Delivering written notice of revocation to the Corporate Secretary at c/o Alight, Inc., 320 South Canal Street, 50th Floor, Suite\n\n5000, Chicago, Illinois 60606;\n\n•Delivering a properly executed proxy card bearing a later date than the proxy that you wish to revoke;\n\n•Submitting a later dated proxy over the Internet in accordance with the instructions on the proxy card; or\n\n•Voting your shares electronically during the Annual Meeting.\n\nIf you are the beneficial owner of shares held through a broker, bank, or other nominee, then you must follow the specific instructions,\n\nincluding applicable deadlines, provided to you by your broker, bank, or other nominee to change or revoke any instructions you have\n\nalready provided to your broker, bank, or other nominee. If you have obtained a voter instruction form from your broker, bank, or other\n\nnominee that holds your shares giving you the right to vote the shares and you have your 16-digit control number, you may change your\n\nvote by attending the virtual Annual Meeting and voting electronically.\n\nAttendance at the Annual Meeting, in and of itself, will not constitute a revocation of a proxy.\n\nIf I can’t attend the Annual Meeting, can I vote later?\n\nNo. We encourage stockholders to vote and submit their proxy in advance of the Annual Meeting by one of the methods described in\n\nthe proxy materials, regardless of whether you think you will be able to attend the Annual Meeting. Any votes submitted after the closing\n\nof the polls at the Annual Meeting will not be counted.\n\nWhat happens if the Annual Meeting is adjourned?\n\nUnless a new record date is fixed, your proxy will still be valid and may be used to vote shares of our Voting Common Stock at the\n\nadjourned Annual Meeting. You will still be able to change or revoke your proxy until it is used to vote your shares.\n\nWho will count the votes?\n\nAn independent inspector of election will count the votes at the Annual Meeting.\n\nWhere can I find the results of the voting?\n\nWe intend to announce preliminary voting results at the Annual Meeting and will publish final results through a Current Report on Form\n\n8-K to be filed with the SEC within four business days after the Annual Meeting. The Current Report on Form 8-K will be available on\n\nthe Internet at our website, investor.alight.com.\n\nDo I have any dissenters’ or appraisal rights with respect to any of the matters to be voted on\n\nat the Annual Meeting?\n\nNo. Delaware law does not provide stockholders any dissenters’ or appraisal rights with respect to the matters to be voted on at the\n\nAnnual Meeting.\n\nWhom do I contact if I have questions about the Annual Meeting?\n\nIf you have any questions or need any assistance in voting your shares, please contact our proxy solicitor, MacKenzie Partners, Inc., 7\n\nPenn Plaza, New York, New York 10001, Stockholders Call Toll-Free: +1 (800) 322-2885 (U.S. and Canada) or +1 (212) 929-5500 (all\n\nother countries, banks and brokers).\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n12  2026 PROXY STATEMENT\n\nProposal No. 1\n\nElection of\n\nDirectors\n\nUpon the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated Russell P. Fradin,\n\nRobert A. Lopes, Jr., and Richard N. Massey for election at the Annual Meeting as Class II directors, each with a three-year term\n\nexpiring at the 2029 Annual Meeting and until their successors are duly elected and qualified, or until such director’s earlier death,\n\nresignation, or removal. Action will be taken at the Annual Meeting for the election of three Class II director nominees.\n\nAs described in the “Corporate Governance — Director Nomination and Search Process” section of this Proxy Statement, in\n\nconsidering candidates for nomination to the Board, the Nominating and Corporate Governance Committee and the Board consider a\n\nnumber of factors, including the strength of character, mature judgment, familiarity with the Company’s business and industry,\n\nindependence of thought, an ability to work collegially with the other members of the Board, diversity of age, gender, nationality, race,\n\nethnicity, and sexual orientation, existing commitments to other businesses, potential conflicts of interest with other pursuits, legal\n\nconsiderations, corporate governance background, career experience, relevant technical skills or business acumen, and the size,\n\ncomposition and combined expertise of the existing Board.\n\nOur Board is currently comprised of eleven directors. As described in the Alight Charter, our Board is currently divided into three\n\nclasses. The term of our Class II directors expires at this Annual Meeting, the term of our Class III directors expires at the annual\n\nmeeting of stockholders in 2027 and the term of our Class I directors expires at the annual meeting of stockholders in 2028. As\n\ndiscussed in greater detail in Proposal No. 4, “To Approve an Amendment to the Alight Charter to Declassify the Board”, however, if\n\nsuch proposal is approved by the requisite vote of our stockholders at this Annual Meeting, directors will be elected to one-year terms of\n\noffice beginning with the class of directors standing for election at the 2027 Annual Meeting. Directors currently serving terms that\n\nexpire at the annual meetings of stockholders to be held in 2027 and 2028 will (subject to their earlier resignation or removal) serve the\n\nremainder of their respective terms, and thereafter their successors will be elected to one-year terms. At the 2029 Annual Meeting and\n\neach annual meeting thereafter, all directors will stand for election, and the Board will no longer be classified.\n\nIf you return a duly executed proxy card without specifying how your shares are to be voted, the persons named in the proxy card will\n\nvote to elect Russell P. Fradin, Robert A. Lopes, Jr., and Richard N. Massey as Class II directors. Messrs. Fradin, Lopes and Massey\n\ncurrently serve on our Board. Each director nominee has consented to being named in this Proxy Statement and to serve a term\n\nexpiring in 2029 if elected. However, if any director nominee should be unable to serve, or for good cause will not serve, the Voting\n\nCommon Stock represented by proxies may be voted for a substitute nominee designated by our Board, or our Board may reduce its\n\nsize. Our Board has no reason to believe that any of the nominees will be unable to serve if elected.\n\nBoard Recommendation\n\nThe Board unanimously recommends that you vote “FOR” the election of each of the three Class II director nominees named above.\n\nOur Board of Directors\n\nThe biographies of each of our current directors, including our Class II director nominees, are included below. Each of the biographies\n\nhighlights specific experience, qualifications, attributes, and skills that led us to conclude that such person should serve as a director.\n\nWe believe that, as a whole, our Board exemplifies the highest standards of personal and professional integrity and the requisite skills\n\nand characteristics, leadership traits, work ethic and independence to provide effective oversight. No director or executive officer is\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n13 \n\nrelated by blood, marriage or adoption to any other director or executive officer. Three of our current directors, Messrs. Fradin, Foley\n\nand Massey, were initially designated pursuant to our Investor Rights Agreement (see the “Certain Relationships and Related Person\n\nTransactions – Investor Rights Agreement” section of this Proxy Statement) and one of our current directors, Ms. Rushing, was initially\n\ndesignated pursuant to a Cooperation Agreement, dated May 5, 2024, by and between the Company and Starboard Value and\n\nOpportunity Master Fund, Ltd. (“Starboard”). Otherwise, no arrangements or understandings exist between any director and any other\n\nperson pursuant to which such person was selected as a director or nominee. \n\nCOMMITTEES\n\nNAME\n\nAGE\n\nCLASS\n\nAPPOINTED\n\nCURRENT\n\nTERM\n\nEXPIRES\n\nAUDIT\n\nCOMPENSATION\n\nNOMINATING AND\n\nCORPORATE\n\nGOVERNANCE\n\nDIRECTOR NOMINEES\n\nRussell P. Fradin*\n\n70\n\nII\n\n2025\n\n2026\n\nRobert A. Lopes, Jr.\n\n62\n\nII\n\n2025\n\n2026\n\nRichard N. Massey\n\n70\n\nII\n\n2021\n\n2026\n\nCONTINUING DIRECTORS\n\nWilliam P. Foley, II\n\n81\n\nIII\n\n2021\n\n2027\n\nSiobhan Nolan Mangini\n\n45\n\nIII\n\n2024\n\n2027\n\nCoretha M. Rushing\n\n70\n\nIII\n\n2024\n\n2027\n\nDenise Williams\n\n65\n\nIII\n\n2023\n\n2027\n\nMichael E. Hayes\n\n55\n\nI\n\n2025\n\n2028\n\nKausik Rajgopal\n\n52\n\nI\n\n2023\n\n2028\n\nRobert A. Schriesheim\n\n65\n\nI\n\n2025\n\n2028\n\nRohit Verma\n\n51\n\nI\n\n2026\n\n2028\n\nCommittee Member\n\n*Chairperson of the Board\n\nCommittee Chair\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n14  2026 PROXY STATEMENT\n\nDirector Skills and Experience Matrix\n\nEach of the Board’s directors and director nominees possesses core competencies that contribute to their service on the Board. In addition to those\n\nqualifications, our directors collectively possess skill sets that are directly relevant to the Company’s business and strategic objectives. The following\n\ntable summarizes the key skills and experiences of each director and director nominee that your Board considered important in its original decision to\n\nnominate, and each decision to re-nominate that individual to your Board. Further details about each of the director’s and director nominee’s\n\nqualifications are set forth in their individual biographies.\n\nSkill\n\nRussell P.\n\nFradin\n\nWilliam P.\n\nFoley, II\n\nMichael E.\n\nHayes\n\nRobert A.\n\nLopes, Jr.\n\nSiobhan\n\nNolan\n\nMangini\n\nRichard\n\nN.\n\nMassey\n\nKausik\n\nRajgopal\n\nCoretha\n\nM.\n\nRushing\n\nRobert A.\n\nSchriesheim\n\nRohit\n\nVerma\n\nDenise\n\nWilliams\n\nIndustry\n\nKnowledge &\n\nExperience\n\n✓\n\n✓\n\n✓\n\n✓\n\n✓\n\n✓\n\n✓\n\n✓\n\n✓\n\n✓\n\n✓\n\nPrivacy and\n\nSecurity\n\n✓\n\n✓\n\n✓\n\n✓\n\n✓\n\n✓\n\n✓\n\nStrategic\n\nPlanning\n\n✓\n\n✓\n\n✓\n\n✓\n\n✓\n\n✓\n\n✓\n\n✓\n\n✓\n\n✓\n\n✓\n\nRisk\n\nManagement\n\n✓\n\n✓\n\n✓\n\n✓\n\n✓\n\n✓\n\n✓\n\n✓\n\nCorporate\n\nGovernance\n\n✓\n\n✓\n\n✓\n\n✓\n\n✓\n\n✓\n\n✓\n\n✓\n\n✓\n\nTechnology /\n\nProduct\n\nDevelopment\n\n✓\n\n✓\n\n✓\n\n✓\n\n✓\n\nFinancial\n\nControl / Audit\n\n✓\n\n✓\n\n✓\n\n✓\n\n✓\n\n✓\n\nMarketing /\n\nBranding\n\n✓\n\n✓\n\n✓\n\n✓\n\n✓\n\nPeople and\n\nCulture\n\n✓\n\n✓\n\n✓\n\n✓\n\n✓\n\n✓\n\n✓\n\n✓\n\n✓\n\n✓\n\n✓\n\nSenior\n\nLeadership\n\n✓\n\n✓\n\n✓\n\n✓\n\n✓\n\n✓\n\n✓\n\n✓\n\n✓\n\n✓\n\n✓\n\nCEO\n\nExperience\n\n✓\n\n✓\n\n✓\n\n✓\n\n✓\n\nSkills & Experience\n\nDefinition and Application to Alight\n\nIndustry Knowledge &\n\nExperience\n\nA background in managing or supervising the health, wealth, wellbeing and leaves benefits administration, and/or\n\nsoftware & technology, which allows directors to bring practical understanding of our business and effective\n\noversight of implementation of strategy.\n\nPrivacy and Security\n\nExperience in information security, data privacy, and cybersecurity or other education or experiences which\n\npositions our Board to oversee our suite of products and services as well as privacy and cybersecurity risks.\n\nStrategic Planning\n\nA background in strategy which allows our directors to bring a practical understanding of developing, implementing\n\nand addressing our business strategy and development plans.\n\nRisk Management\n\nExperience in managing or supervising systems or processes for identifying, assessing, and mitigating the total risk\n\nof a global business enterprise is important to the Company’s long-term success.\n\nCorporate Governance\n\nA background in serving on or working with public company boards or having other experiences which provide a\n\ndeep knowledge of corporate governance practices and policies and an appreciation for how those may impact a\n\npublic company.\n\nTechnology/Product\n\nDevelopment\n\nA background in product and software development, technology architecture and digital transformation through the\n\ndevelopment and evolution of technology platforms, including through the use of artificial intelligence or machine\n\nlearning, to support our ability to provide clients digital choices, solutions and functionality, end to end.\n\nFinancial Control/Audit\n\nA background in financial markets, financing, and financial reporting processes.\n\nMarketing/Branding\n\nExperience with the marketing and branding of products, building brand awareness, and enhancing our corporate\n\nreputation.\n\nPeople and Culture\n\nA background in managing people and teams, including recruitment, retention, development, compensation, and\n\nincentivization of key talent, or other experiences which provide strategic value in overseeing our efforts to recruit,\n\nretain, and develop people and teams and in determining compensation for our CEO and other senior executives.\n\nSenior Leadership\n\nPrior experience as an executive or in senior management of a company. Prior leadership experience allows\n\ndirectors to bring insight and offer guidance from their prior experiences.\n\nCEO Experience\n\nPrior experience as the chief executive officer of a company. Prior chief executive experience allows directors to\n\nbring insight and offer guidance to our executive leadership team, including our CEO.\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n15 \n\nClass II Director Nominees\n\nRussell P. Fradin, Chairman\n\nMr. Fradin is Operating Partner at CD&R, a position he has held since April 2016. He played the\n\nlead operating role in CD&R’s investments in Capco, Sirius (NASDAQ: SIRI) and TRANZACT,\n\nserving as chairman until CD&R’s exit. Prior to joining CD&R, he served as president and CEO at\n\nSunGard Data Systems, a software and IT services provider, from 2011 until the company’s\n\nacquisition by FIS in 2015. Prior to SunGard, he served as the chairman and CEO of Aon Hewitt, a\n\nglobal leader in human resource solutions. Previously, he was CEO of BISYS Group, Inc. and held a\n\nrange of senior executive positions at Automatic Data Processing, both providers of business\n\noutsourcing solutions. He worked many years as a management consultant at McKinsey &\n\nCompany, where he was a senior partner. He is currently chairman of Vialto Partners and also\n\nserves on the board of TransUnion (NYSE: TRU).  From 2016 until 2024, Mr. Fradin served on the\n\nboard of Hamilton Insurance Group, Ltd. (NYSE: HG), where he served on the Compensation and\n\nPersonnel Committee (Chair) from 2022 to 2024. Mr. Fradin also served on the board of Best Buy\n\nCo., Inc. (NYSE: BBY) from 2013 until 2020. Mr. Fradin has an M.B.A. from Harvard Business\n\nSchool and a B.S. in economics and finance from The Wharton School of the University of\n\nPennsylvania.\n\nMr. Fradin’s qualifications to serve on the Board include his relevant experience as the chairman\n\nand chief executive officer of a global leader in human resource solutions and his valuable\n\nexperience as president and chief executive officer of a large software and IT services provider, as\n\nwell as his other board and board leadership roles.\n\nDIRECTOR SINCE 2025\n\nAGE 70\n\nCOMMITTEES\n\nNone\n\nRobert A. Lopes, Jr., Director\n\nMr. Lopes, Jr. currently serves on the board of directors of Wilson, a human resources company,\n\nand Exzeo Group Inc. (NYSE: XZO), a technology and data analytics company focused on the\n\ninsurance industry, where he serves as the Chair of the Compensation Committee and a member\n\nof the Audit Committee. Previously, Mr. Lopes served as Chief Human Resources Officer, Randstad\n\nNorth America at Randstad, a recruitment and staffing agency, from October 2020 to May 2023,\n\nand as Group President, North America, at Randstad from June 2017 to October 2020. Prior to\n\nRandstad, Mr. Lopes served as CEO of Acclaris, a healthcare administration technology company,\n\nfrom 2011 to 2014, and as Executive Vice President, Human Capital, at Aon (NYSE: AON), from\n\n2008 to 2011. Prior to that, Mr. Lopes was President and CEO of Veritude, the HR services and\n\nstaffing company of Fidelity Investments and a Managing Director of Fidelity Capital. Prior to\n\nFidelity, Mr. Lopes was the Global Managing partner for Towers Perrin’s (n/k/a Willis Towers Watson\n\nPLC) (Nasdaq: WTW) HR & benefits outsourcing businesses, where he was responsible for\n\noperations in North America and Europe. Mr. Lopes holds a business degree from the University of\n\nNotre Dame.\n\nMr. Lopes’ qualifications to serve on the Board include his multiple decades of human resources\n\nleadership positions, including experience as the Executive Vice President, Human Capital at Aon\n\nand his directorship at a human resources company, as well as his general leadership and\n\nmanagement acumen.\n\nDIRECTOR SINCE 2025\n\nAGE 62\n\nCOMMITTEES\n\nAudit\n\nNominating and Corporate\n\nGovernance\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n16  2026 PROXY STATEMENT\n\nRichard N. Massey, Director\n\nMr. Massey served as Chairman of Foley Trasimene Acquisition Corp. (“FTAC”), Alight’s\n\npredecessor, from April 2021 to July 2021. He also has served as Chief Executive Officer of FTAC\n\nfrom March 2020 to July 2021 and served as a member of the FTAC board of directors from May\n\n2020 to July 2021. In addition, he serves as a Senior Managing Director of Trasimene since\n\nNovember 2019. Mr. Massey served as Chief Executive Officer of Cannae Holdings, Inc. (NYSE:\n\nCNNE) (“Cannae”) from November 2019 until February 2024. Mr. Massey has also served as the\n\nChief Executive Officer of each of Austerlitz Acquisition Corp. I (NYSE: AUS) and Austerlitz\n\nAcquisition Corp. II (NYSE: ASZ) from January 2021 through December 2022 and served as a\n\ndirector of each company from February 2021 until April 2022. Mr. Massey also served as Chief\n\nExecutive Officer of Foley Trasimene Acquisition Corp. II from July 2020 until March 2021 and as a\n\ndirector from August 2020 until March 2021. Mr. Massey served as the Chairman and principal\n\nshareholder of Bear State Financial, Inc., a publicly traded financial institution from 2011 until April\n\n2018. Mr. Massey has served on the board of directors of Dun & Bradstreet since February 2019.\n\nMr. Massey previously served on Black Knight Inc.’s board of directors from December 2014 until\n\nJuly 2020, Cannae’s board from June 2018 until June 2024 and on FNF’s board of directors from\n\nFebruary 2006 until January 2021. Mr. Massey has been a partner in Westrock Capital, LLC, a\n\nprivate investment partnership since January 2009. Prior to that, Mr. Massey was Chief Strategy\n\nOfficer and General Counsel of Alltel Corporation and served as a Managing Director of Stephens\n\nInc., a private investment bank, during which time his financial advisory practice focused on\n\nsoftware and information technology companies. Mr. Massey also formerly served as a director of\n\nFidelity National Information Services Inc. (NYSE: FIS), Bear State Financial, Inc. and FGL\n\nHoldings (NYSE: FG). Mr. Massey is also a director of the Oxford American Literary Project and of\n\nthe Arkansas Razorback Foundation. Mr. Massey has a long track record in corporate finance and\n\ninvestment banking, as a financial, strategic, and legal advisor to public and private businesses,\n\nand in identifying, negotiating, and consummating mergers and acquisitions.\n\nMr. Massey’s qualifications to serve on the Board include his significant financial expertise and\n\nexperience on the boards of a number of public companies.\n\nDIRECTOR SINCE 2021\n\nAGE 70\n\nCOMMITTEES\n\nCompensation (Chair)\n\nNominating and Corporate\n\nGovernance\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n17 \n\nClass III Directors (Terms to Expire in 2027)\n\nWilliam P. Foley, II, Director\n\nMr. Foley has served on the board of directors of Alight since April 2021, including as non-executive\n\nChairman until February 2025, and served on the board of its predecessor, FTAC, from May 2020\n\nthrough April 2021 and as the Executive Chairman of FTAC from March 2020 until May 2020.\n\nMr. Foley has served as the Chairman of Cannae Holdings, Inc. (NYSE: CNNE) (“Cannae”) since\n\nJuly 2017 (including as non-executive Chairman since May 2018). Mr. Foley has served as the\n\nManaging Member and a Senior Managing Director of Trasimene Capital Management, LLC\n\n(“Trasimene”), a private company that provides certain management services to Cannae, since\n\nNovember 2019. Mr. Foley is a founder of Fidelity National Financial (NYSE: FNF) (“FNF”) and has\n\nserved as Chairman of the board of directors of FNF since 1984. He served as Chief Executive\n\nOfficer of FNF until May 2007 and as President of FNF until December 1994. Mr. Foley has also\n\nserved as non-executive Chairman of Dun & Bradstreet (NYSE: DNB) (“DNB”) since February 2019\n\nand as Executive Chairman since February 2022. Mr. Foley served as director of System 1, Inc.\n\n(NYSE: SST) from January 2022 through March 2023. Mr. Foley formerly served as Chairman of\n\nBlack Knight, Inc. (NYSE: BKI), Chairman of Paysafe Ltd. (NYSE: PSFE) (“Paysafe”), Co-Chairman\n\nof FGL Holdings (NYSE: FG), as Vice Chairman of Fidelity National Information Services Inc.\n\n(NYSE: FIS), and as a director of Ceridian HCM Holdings, Inc. (NYSE: CDAY) and special purpose\n\nacquisition companies FTAC, Foley Trasimene Acquisition Corp. II, Austerlitz Acquisition\n\nCorporation I (NYSE:AUS), Austerlitz Acquisition Corporation II (NYSE: ASZ), and Trebia\n\nAcquisition Corp.\n\nMr. Foley is Executive Chairman and Chief Executive Officer of Black Knight Sports and\n\nEntertainment LLC, which is the private company that owns the Vegas Golden Knights, a National\n\nHockey League team. He is also the founder and owner of Foley Family Wines Inc., a private\n\ncompany. Mr. Foley serves on the boards of numerous foundations, including The Foley Family\n\nCharitable Foundation and the Cummer Museum of Art and Gardens. He is a founder, trustee and\n\ndirector of The Folded Flag Foundation, a charitable foundation that supports our nation’s Gold Star\n\nfamilies.\n\nAfter receiving his B.S. degree in engineering from the United States Military Academy at West\n\nPoint, Mr. Foley served in the U.S. Air Force, where he attained the rank of captain. Mr. Foley\n\nreceived his M.B.A. from Seattle University and his J.D. from the University of Washington.\n\nMr. Foley’s qualifications to serve on the Board include 40 years as a director and executive officer\n\nof FNF, his strategic vision, his experience as a board member and executive officer of public and\n\nprivate companies in a wide variety of industries, and his strong track record of building and\n\nmaintaining stockholder value and successfully negotiating mergers, acquisitions and other\n\nstrategic transactions.\n\nDIRECTOR SINCE 2021\n\nAGE 81\n\nCOMMITTEES\n\nNominating and Corporate\n\nGovernance\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n18  2026 PROXY STATEMENT\n\n Siobhan Nolan Mangini, Director\n\nMs. Nolan Mangini is a Partner at Venrock, where she focuses on investments in healthcare\n\ntechnology and services. She served as President & CFO of NGM Bio (Nasdaq: NGM) (“NGM”), an\n\ninnovative biology-driven clinical stage biotech from June 2022 to December 2023 and as Chief\n\nFinancial Officer of NGM from July 2020 to June 2022. Prior to NGM, Ms. Nolan Mangini served in\n\na number of roles of increasing responsibility at Castlight Health (NYSE: CSLT) (“CSLT”), a\n\nformerly publicly traded enterprise cloud-based software company in the health and benefits sector,\n\nfrom February 2012 to March 2020. Her roles included leading CSLT as President and CFO from\n\nJuly 2019 to March 2020, Chief Financial Officer from July 2016 to July 2019, VP, Finance &\n\nBusiness Operations from October 2015 through June 2016, Senior Director, Operations and\n\nFinancial Planning from November 2014 through September 2015 and Director, Strategy and\n\nBusiness Development from February 2012 through November 2014. Earlier in her career,\n\nMs. Nolan Mangini was a management consultant at Bain & Company and in investment\n\nmanagement managing the endowment of the Kaiser Family Foundation.\n\nMs. Nolan Mangini has served on the board and as chair of the audit committee of Marathon\n\nHealth, a private primary care company, since August 2021, and on the board and as chair of the\n\naudit committee of Cityblock Health, a private tech-driven provider for communities with complex\n\nneeds, since February 2024. Ms. Nolan Mangini has served on the board of SmithRx, a private\n\npharmacy benefit manager, since January 2023 and Virta Health, a private diabetes reversal\n\ncompany, since February 2023. She served on the board, and as audit committee chair, of Artemis\n\nHealth, a private data warehousing company, from February 2020 to March 2022.\n\nMs. Nolan Mangini holds an MBA from the Stanford Graduate School of Business, an MPA from\n\nthe Harvard Kennedy School of Government, and BS in Economics from the Wharton School and\n\nthe University of Pennsylvania. She is also a Chartered Financial Analyst. Ms. Nolan Mangini is a\n\nfounding member of the operator network of January Ventures, a fund that opens doors for the\n\nvisionary founders of the future and is a mentor through Creative Destruction Labs.\n\nMs. Nolan Mangini’s qualifications to serve on the Board include her track record of successfully\n\ndelivering innovative solutions and carrying them forward from strategy to execution across two\n\npublic companies, her experience in senior leadership, including as Chief Financial Officer at two\n\npublicly traded companies, her board and audit committee service and her financial expertise.\n\nDIRECTOR SINCE 2024\n\nAGE 45\n\nCOMMITTEES\n\nAudit (Chair)\n\nNominating and Corporate\n\nGovernance\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n19 \n\nCoretha M. Rushing, Director\n\nMs. Rushing has served as the President of CR Consulting Alliance, LLC, a human resources\n\nconsulting firm, since 2019, and the Managing Director and Executive Mentor for The ExCo Group,\n\nLLC (f/k/a Merryck & Co.), a global executive coaching and mentoring firm, since 2020.\n\nMs. Rushing has over 36 years of human resources experience and has held numerous executive\n\nleadership positions, including at Equifax Inc. (NYSE: EFX) (“Equifax”), Coca-Cola Company\n\n(NYSE: KO) (“Coca-Cola”), PepsiCo Inc. (Nasdaq: PEP) (“PepsiCo”) and IBM Corp. (NYSE: IBM)\n\n(“IBM”). Most recently, Ms. Rushing served as Corporate Vice President and Chief Human\n\nResources Officer of Equifax from 2006 to 2020. Before that, Ms. Rushing served as the Senior\n\nVice President and Chief Human Resources Officer of Coca-Cola, where she was employed from\n\n1996 until 2005. Prior to that, Ms. Rushing worked in several senior level positions for Pizza Hut (a\n\ndivision of PepsiCo) from 1994 to 1996 and IBM from 1983 to 1994. Ms. Rushing has also served\n\non the board of ThredUp Inc. (Nasdaq: TDUP), a large resale apparel platform for women and\n\nchildren, since January 2022, where she is a member of the Compensation Committee. Previously,\n\nMs. Rushing served on the boards of Benefitfocus.com, Inc., a publicly traded cloud-based benefits\n\nplatform software company, from March 2021 to January 2023, 2U, Inc. (Nasdaq: TWOU), a\n\npublicly-traded cloud based educational technology company, April 2016 until September 2024, and\n\nNuvei, Inc. (Nasdaq: NVEI), a Montreal, Canadian-based payment processing business, from\n\nAugust 2023 until April 2024.  She is also Chair and then Chair Emeritus of The Society for Human\n\nResource Management. Ms. Rushing holds a Master of Education in Human Resources and\n\nCounseling from The George Washington University and a Bachelor of Science in Early Childhood\n\nDevelopment and Industrial Psychology from East Carolina University.\n\nMs. Rushing’s qualifications to serve on the Board include her industry experience in human\n\nresources and benefits administration, deep understanding of the Company’s customer base, and\n\npublic company board experience.\n\nDIRECTOR SINCE 2024\n\nAGE 70\n\nCOMMITTEES\n\nCompensation\n\nNominating and Corporate\n\nGovernance\n\nDenise Williams, Director\n\nMs. Williams served as Chief People Officer at Fidelity National Information Services Inc. (NYSE:\n\nFIS), a global leader in financial services technology, from April 2016 until December 2024.\n\nBetween 2001 and 2016, Ms. Williams served in several capacities for IBM. Most recently, from\n\nMay 2011 to April 2016, Ms. Williams served as Vice President, Human Resources North America;\n\nfrom May 2007 to May 2011 as the Director Human Resources – Global Hardware Sales; from May\n\n2004 to May 2007, as the Director Human Resources – Websphere; and from June 2001 to May\n\n2004 as the Program Manager of Executive Compensation & Succession Planning. Ms. Williams\n\npreviously held human resources roles at Alliance Bernstein, First Data, Avis, and Coopers &\n\nLybrand. Ms. Williams earned her bachelor’s degree from SUNY Albany and is a current member of\n\nthe Human Resources Policy Association and the Center on Executive Compensation.\n\nMs. Williams’ qualifications to serve on the Board include her more than 25 years of experience in\n\nhuman resources and her leadership experience across numerous market-leading organizations.\n\nDIRECTOR SINCE 2023\n\nAGE 65\n\nCOMMITTEES\n\nAudit\n\nCompensation\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n20  2026 PROXY STATEMENT\n\nClass I Directors (Terms to Expire in 2028)\n\nMichael E. Hayes, Director\n\nMr. Hayes is Managing Director at Insight Partners, a global software investment firm, a position he\n\nhas held since January 2024. Prior to Insight Partners, Mr. Hayes was the Chief Operating Officer\n\nat VMware, a cloud computing and virtualization technology company, from October 2020 to\n\nJanuary 2024. Before that, Mr. Hayes served as Senior Vice President and Head of Strategic\n\nOperations for Cognizant Technology Solutions Corporation (NASDAQ: CTSH), an IT consulting\n\nand services company, from January 2017 to October 2020. Mr. Hayes also previously spent four\n\nyears at Bridgewater Associates, an investment management firm, where he served in Chief of\n\nStaff to CEO and COO roles from July 2013 to January 2017. Prior to Bridgewater, he spent 20\n\nyears in the U.S. Navy SEALs, where he began his career as one of 19 graduates from a class of\n\n120 and his last role was Commanding Officer, SEAL Team TWO, where he led a 2,000 person\n\nSpecial Operations Task Force in Afghanistan. Before that, Mr. Hayes was selected as a White\n\nHouse Fellow and served two years as Director, Defense Policy and Strategy at the National\n\nSecurity Council. Mr. Hayes also currently serves on the board of Immuta, a data governance\n\ncompany, and is the founding board member of the National Medal of Honor Museum. Mr. Hayes\n\nholds an M.A. in Public Policy from Harvard's Kennedy School and received his B.A. from Holy\n\nCross College. His military decorations include the Bronze Star for valor in combat in Iraq, a Bronze\n\nStar for service in Afghanistan, and the Defense Superior Service Medal from the White House. He\n\nis a lifetime member of the Council on Foreign Relations and the author of \"Never Enough\" and\n\n\"Mission Driven\".\n\nMr. Hayes’s qualifications to serve on the Board include his significant officer experience at large,\n\npublic technology companies, his profound experience as a Commanding Officer of the U.S. Navy\n\nSEALs and military service as well as his general leadership and management skills.\n\nDIRECTOR SINCE 2025\n\nAGE 55\n\nCOMMITTEES\n\nAudit\n\nCompensation\n\nKausik Rajgopal, Director\n\nMr. Rajgopal has served as Executive Vice President of Strategy, Corporate Development and\n\nPartnerships at PayPal Holdings, Inc. (“PayPal”), a financial technology company, since November\n\n2023, and was Executive Vice President of People & Sourcing at PayPal from June 2021 to\n\nNovember 2023. Before joining PayPal, from 2006 to 2021, Mr. Rajgopal served in several\n\nleadership roles at McKinsey & Company, a strategy and management consulting firm, including\n\nserving as the global lead for the payments practice and as managing partner for the San Francisco\n\nand Silicon Valley offices and for the Western U.S. Region. Most recently, from July 2012 to June\n\n2021, Mr. Rajgopal was the firm’s co-managing partner for the United States, where he was\n\nresponsible for client services across all industry sectors as well as people initiatives. Mr. Rajgopal\n\nserves as vice chair of the Stanford Graduate School of Business Advisory Council. He holds\n\nundergraduate degrees in industry engineering and political science, as well as an MBA from\n\nStanford University.\n\nMr. Rajgopal’s qualifications to serve on the Board include his unique blend of senior leadership\n\nexpertise in human resources, technology, payments, and financial services.\n\nDIRECTOR SINCE 2023\n\nAGE 52\n\nCOMMITTEES\n\nCompensation\n\nNominating and Corporate\n\nGovernance (Chair)\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n21 \n\nRobert A. Schriesheim, Director\n\nMr. Schriesheim is chairman of Truax Partners LLC where he leads large, complex transformations in\n\npartnership with boards, CEOs and institutional investors as an investor and director. He has served\n\non 12 public company boards, including as chairman, and has served as Chief Financial Officer of\n\nfour public companies. From 2019 to 2021, he served as chairman of the finance committee of\n\ntelecom services provider Frontier Communications (NASDAQ: FYBR). Previously, he was Executive\n\nVice President and Chief Financial Officer of Sears Holdings, a broad-based retailer, from 2011 until\n\n2016; Senior Vice President and Chief Financial Officer of Hewitt Associates (Alight’s predecessor\n\ncompany), a global human resource consulting and outsourcing company, until its acquisition by Aon\n\nin 2010. From 2006 to 2009, he was Executive Vice President, Chief Financial Officer and a director\n\nof Lawson Software, a publicly traded global Enterprise Risk Management software provider, until its\n\nacquisition by Golden Gate Capital/Infor in 2010. Mr. Schriesheim also currently serves as lead\n\nindependent director and chairman of the audit committee of Houlihan Lokey (NYSE: HLI), a global\n\ninvestment bank; and a director of Skyworks Solutions (NASDAQ: SWKS), a semiconductor\n\ncompany, where he previously served as a member of the Audit and Compensation Committees until\n\nMay 2025. In addition, he is an adjunct associate professor of finance at the University of Chicago\n\nBooth School of Business. Mr. Schriesheim received an AB in Chemistry from Princeton University\n\nand an MBA from the University of Chicago Booth School of Business with concentrations in\n\nbusiness economics and finance.\n\nMr. Schriesheim’s qualifications to serve on the Board include his significant public company\n\nboard experience, with 12 total directorships. and his relevant experience as the chief financial officer\n\nof our predecessor company.\n\nDIRECTOR SINCE 2025\n\nAGE 65\n\nCOMMITTEES\n\nAudit\n\nCompensation\n\nRohit Verma, Director and Chief Executive Officer\n\nMr. Verma is the Company’s Chief Executive Officer.  He also serves on the board of Ameritas\n\nHolding Company and is a member of industry advisory boards for Northwestern University and\n\nGeorgia Institute of Technology. Prior to joining Alight in January 2026, from 2020 he served as\n\nPresident and Chief Executive Officer and a member of the Board of Directors of Crawford &\n\nCompany (NYSE: CRD.A), a leading global provider of claims management and outsourcing\n\nsolutions serving insurance companies and self-insured entities in more than 70 countries. Prior to\n\nCrawford, Mr. Verma held senior leadership roles at Zurich North America, where he served as\n\nRegional Executive for the South Region and held multiple executive positions across underwriting,\n\ndistribution, finance, strategy, and general management. Earlier in his career, he was a\n\nmanagement consultant with McKinsey & Company, where he led global strategy and\n\ntransformation engagements for leading insurance and financial services organizations. Mr. Verma\n\nholds an undergraduate degree in computer engineering from the University of Delhi and a\n\nmaster’s degree from Northwestern University. He also completed executive leadership programs\n\nat Cambridge University and London Business School.\n\nMr. Verma’s qualifications to serve on the Board include his public company board experience and\n\nhis relevant experience as a chief executive officer.\n\nDIRECTOR SINCE 2026\n\nAGE 51\n\nCOMMITTEES\n\nNone\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n22  2026 PROXY STATEMENT\n\nDirector\n\nCompensation\n\nRussell P. Fradin, William P. Foley, II, David D. Guilmette, Michael E. Hayes, Daniel S. Henson, Robert A. Lopes, Jr., Siobhan Nolan\n\nMangini, Richard N. Massey, Erika Meinhardt, Regina M. Paolillo, Kausik Rajgopal, Coretha M. Rushing, Robert A. Schriesheim, and\n\nDenise Williams received compensation for serving on our Board during the year ended December 31, 2025. Mr. Henson and Mses.\n\nMeinhardt and Paolillo left the Board effective March 1, 2025.  Employee directors receive no compensation for serving on the Board.\n\nAll directors are reimbursed for their reasonable out-of-pocket expenses related to their service as a member of the Board.\n\nOn February 13, 2025, the Board, upon the recommendation of the Compensation Committee, approved revisions to the compensation\n\nprogram for non-employee directors. The updated non-employee director compensation program applied to Messrs. Fradin, Hayes,\n\nLopes and Schriesheim as of the date they joined the Board on March 1, 2025, and became effective for all other non-employee\n\ndirectors from April 1, 2025.\n\nDescription of Director Compensation.\n\nThe compensation program for non-employee directors consisted of the following:\n\nCOMPENSATION TYPE\n\nANNUAL AMOUNT - Q1 2025\n\nANNUAL AMOUNT AS OF Q2 2025\n\nChairperson of the Board annual cash retainer\n\n$300,000\n\n$200,000\n\nChairperson of the Board annual equity grant\n\nN/A\n\n$300,000\n\nBoard member annual equity grant(1)\n\n$150,000\n\n$200,000\n\nBoard member annual cash retainer(1)\n\n$70,000\n\n$85,000\n\nCommittee chair annual cash retainer\n\n$30,000 Audit Committee\n\n$20,000 other committees\n\n$30,000 Audit Committee\n\n$20,000 other committees\n\nCommittee member annual cash retainer\n\n$15,000 Audit Committee\n\n$10,000 other committees\n\n$15,000 Audit Committee\n\n$10,000 other committees\n\n(1)For the purpose of clarification, the Board member annual equity grant and annual cash retainer are not paid to the Chairperson.\n\nCash retainers are paid on a quarterly basis. Non-employee directors can elect to receive fully vested shares of Class A common stock\n\nin lieu of cash payment or split such quarterly payments into designated percentages of cash and shares of Class A common stock.\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n23 \n\nEquity Ownership Guidelines\n\nThe Compensation Committee maintains equity ownership guidelines to promote substantial equity ownership by the Board and align\n\ntheir interests with the interests of our stockholders. Each non-employee director who receives compensation for their service on the\n\nBoard is required to own equity equal to a multiple of their retainer, reflecting such director’s role and level of responsibility. Directors\n\nwho have not yet met their equity ownership requirements are required to retain 100% of their after-tax shares until the share ownership\n\nrequirement is met. Directors have five years to meet their ownership requirements after becoming a director. All of our non-employee\n\ndirectors have achieved the minimum ownership thresholds or are working towards compliance within five years from the date or their\n\nappointment or election.\n\nTITLE/POSITION\n\nSTOCK OWNERSHIP REQUIREMENT\n\nChairperson of the Board\n\n10x Retainer\n\nAll Other Non-Employee Directors\n\n 5x Retainer\n\nDirector Compensation for 2025\n\nThe following table provides summary information concerning the compensation of our directors for the year ended December 31, 2025.\n\nMr. Henson and Mses. Meinhardt and Paolillo left the Board effective March 1, 2025 and received pro rata payments for January and\n\nFebruary 2025.  Messrs. Fradin, Hayes, Lopes and Schriesheim joined the Board on March 1, 2025 and received pro rata payments\n\nfrom March 1, 2025.  Mr. Guilmette, our former Chief Executive Officer, did not receive any compensation in connection with his service\n\non the Board for the year ended December 31, 2025. \n\nNAME\n\nFEES EARNED OR PAID\n\nIN CASH(1)\n\nSTOCK\n\nAWARDS(2)\n\nALL OTHER\n\nCOMPENSATION\n\nTOTAL\n\nRussell P. Fradin(3)(4)\n\n$167,214\n\n$901,083\n\n—\n\n$1,068,297\n\nWilliam P. Foley, II(5)\n\n$128,934\n\n$199,995\n\n—\n\n$328,929\n\nMichael E. Hayes(6)\n\n$91,972\n\n$267,392\n\n—\n\n$359,364\n\nDaniel S. Henson(6)\n\n$16,389\n\n$—\n\n—\n\n$16,389\n\nRobert A. Lopes, Jr.(7)\n\n$91,963\n\n$267,392\n\n—\n\n$359,355\n\nSiobhan Nolan\n\nMangini(6)\n\n$117,153\n\n$199,995\n\n—\n\n$317,148\n\nRichard N. Massey(3)\n\n$109,604\n\n$199,995\n\n—\n\n$309,600\n\nErika Meinhardt(3)\n\n$13,930\n\n$—\n\n—\n\n$13,930\n\nRegina M. Paolillo(8)\n\n$18,028\n\n$—\n\n—\n\n$18,028\n\nKausik Rajgopal(7)\n\n$107,972\n\n$199,995\n\n—\n\n$307,968\n\nCoretha M. Rushing(7)\n\n$99,599\n\n$199,995\n\n—\n\n$299,594\n\nRobert A.\n\nSchriesheim(6)\n\n$91,972\n\n$267,392\n\n—\n\n$359,364\n\nDenise Williams(3)\n\n$103,782\n\n$199,995\n\n—\n\n$303,777\n\n(1)Amounts reported represent annual cash retainers and Committee fees paid to our non-employee directors for Fiscal 2025. \n\n(2)Amounts reported represent the aggregate Grant Date (as defined below) fair value of time-vested restricted stock unit (“RSU”) awards granted to our non-employee directors in Fiscal 2025, calculated\n\nin accordance with FASB ASC Topic 718. The Grant Date fair value with respect to the time-vested RSUs is calculated by multiplying the number of shares subject to the RSUs by the closing price of \n\nClass A common stock the grant date of July 2, 2025.  The time-vested RSUs vest on the first anniversary of the Grant Date subject to the director’s continued active service with Alight through the\n\nvesting date, except in the case of death, disability, termination within six months prior to a change-in-control or within eighteen months following a change-in-control, and certain involuntary\n\nterminations.\n\n(3)Messrs. Fradin and Massey and Mses. Meinhardt and Williams each elected to receive 100% of their annual cash retainers in the form of unrestricted shares of Class A common stock paid quarterly. \n\n(4)On March 10, 2025, Mr. Fradin received a grant of restricted stock units with a value of $500,000 in connection with his appointment as Chair of the Board.\n\n(5)Mr. Foley elected to receive 75% of his annual cash retainer in the form of unrestricted shares of Class A common stock and 25% in cash.  Additionally, Mr. Foley stepped down as Chair of the Board\n\neffective March 1, 2025 and, accordingly, received compensation as Chairperson for January and February 2025 and received compensation as a non-chairperson board member from March 1, 2025.\n\n(6)Messrs. Hayes, Henson and Schriesheim and Ms. Nolan Mangini each elected to receive 100% of their annual cash retainer in the form of cash paid quarterly.\n\n(7)Messrs. Lopes and Rajgopal and Ms. Rushing each elected to receive 50% of their annual cash retainer in the form of unrestricted shares of Class A common stock and 50% in cash.\n\n(8)Ms. Paolillo elected to receive 40% of her annual cash retainer in the form of unrestricted shares of Class A common stock and 60% in cash.\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n24  2026 PROXY STATEMENT\n\nExecutive\n\nOfficers\n\nNAME\n\nAGE\n\nPOSITION\n\nRohit Verma\n\n51\n\nDirector and Chief Executive Officer\n\nGregory P. Giometti\n\n37\n\nInterim Chief Financial Officer\n\nAllison P. Bassiouni\n\n50\n\nChief Delivery Officer\n\nDonna G. Dorsey\n\n55\n\nChief Human Resources Officer\n\nDeepika Duggirala\n\n51\n\nChief Technology Officer\n\nMartin T. Felli\n\n58\n\nChief Legal Officer and Corporate Secretary\n\nStephen D. Rush\n\n56\n\nChief Commercial Officer\n\nAs Mr. Verma also serves as a director of the Company, his biographical information is presented above in this Proxy Statement under\n\nthe heading “Proposal No. 1 – Election of Directors.”\n\nGregory P. Giometti, Interim Chief Financial Officer\n\nMr. Giometti has served as Alight's Interim Chief Financial Officer since January 2026. In addition,\n\nMr. Giometti continues to serve as Alight’s Head of Financial Planning & Analysis (FP&A), driving\n\nenterprise-wide financial strategy and performance management. Mr. Giometti has been with the\n\nCompany since August 2020 in positions of increasing responsibility within the Company’s finance\n\norganization. Prior to his current roles, he served the Company as Vice President, Financial\n\nPlanning and Analysis and Director, Financial Planning and Analysis, Business Intelligence and\n\nTransformation. Before joining Alight, Mr. Giometti served in various financial capacities with\n\nWalgreens Boots Alliance, Paper Source, and Bank of Montreal (NYSE: BMO). Mr. Giometti holds\n\na bachelor’s degree in economics from DePauw University and a Master of Business\n\nAdministration from the University of Chicago Booth School of Business.\n\nOn February 25, 2026, Mr. Giometti advised the Company that he would be leaving Alight to\n\npursue other opportunities and agreed with the Company that he would continue to serve as the\n\nCompany’s Interim Chief Financial Officer until May 8, 2026 (or such earlier date a permanent\n\nChief Financial Officer is appointed) to assist with the transition of his responsibilities as the\n\nCompany continues with its well-advanced search for an external candidate to serve as the\n\nCompany’s Chief Financial Officer.\n\nOFFICER SINCE 2026\n\nAGE 37\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n25 \n\nAllison P. Bassiouni, Chief Delivery Officer\n\nMs. Bassiouni has served as Alight’s Chief Delivery Officer since January 2025. Prior to her\n\nappointment as Chief Delivery Officer, Ms. Bassiouni served as Alight’s Executive Vice President,\n\nCustomer Experience and Delivery from June 2023 until December 2024, Senior Vice President,\n\nHealth Delivery from February 2022 until June 2023 and as Vice President, Benefits Delivery at\n\nAlight from May 2017 until February 2022. Prior to joining Alight, Ms. Bassiouni served as Vice\n\nPresident, Benefits Delivery at Aon Hewitt from January 2013 until April 2017 and as Senior\n\nDirector, Benefits Delivery from June 1998 until December 2012. Ms. Bassiouni has served as the\n\nPresident of the GLP Foundation since October 2018. Ms. Bassiouni holds a BBA in Business\n\nManagement from Texas A&M University.\n\nOFFICER SINCE 2025\n\nAGE 50\n\nDonna G. Dorsey, Chief Human Resources Officer\n\nMs. Dorsey has served as Alight’s Chief Human Resources Officer since June 2025.  Since\n\nOctober 2023, she has served on the board of directors for Root Inc. (NASDAQ: ROOT) where she\n\nserves on the Compensation and Nominating and Corporate Governance Committees.  Before\n\njoining Alight, she was Executive Vice President, Chief People and Culture Officer at International\n\nMotors (formerly Navistar (NYSE: NAV)), where she was responsible for enterprise-wide HR\n\nstrategy. Her career spans leadership roles across HR, legal, and compliance functions, and she is\n\na recognized advocate for equity, mentoring, and culture-building.\n\nMs. Dorsey holds a bachelor’s degree in political science from Rutgers University and a juris doctor\n\ndegree from Chicago-Kent College of Law with a certification in labor and employment law.\n\nOFFICER SINCE 2025\n\nAGE 55\n\nDeepika Duggirala, Chief Technology Officer\n\nMs. Duggirala has served as Alight’s Chief Technology Officer since January 2025. Ms. Duggirala\n\nhas over 25 years of technology leadership experience across enterprise software, mobile\n\nplatforms, and digital transformation initiatives. Prior to her appointment as Chief Technology Officer,\n\nMs. Duggirala served as EVP of Technology at Alight from June 2023 until December 2024. Prior to\n\njoining Alight, Ms. Duggirala served as SVP of Global Technology Platforms at TransUnion, a credit\n\nreporting agency, where she led strategic technology initiatives, from May 2020 until June 2023. Ms.\n\nDuggirala served as Vice President, Engineering at Yello from September 2018 until March 2020\n\nand as Senior Vice President, Engineering at SPINS from June 2014 until September 2018. Her\n\nextensive career includes leadership roles at SAP Labs as Vice President of Development for SAP\n\nMobile Platform from March 2012 until June 2014, and prior to that nearly a decade at Motorola Inc.,\n\nwhere she progressed from Software Engineer to Engineering Project Manager. Ms. Duggirala has\n\nserved as an advisory board member at Modal Learning, an early-stage e-learning platform, since\n\nNovember 2022. Ms. Duggirala has also served as a member of the board of trustees of Quest\n\nAcademy since January 2024. Ms. Duggirala holds an MS in Electrical and Computer Engineering\n\nfrom Rutgers University and a BE in Electronics Engineering from Nagpur University.\n\nOn April 20, 2026, the Company announced that Ms. Duggirala would leave the Company on April\n\n29, 2026.\n\nOFFICER SINCE 2025\n\nAGE 51\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n26  2026 PROXY STATEMENT\n\nMartin T. Felli, Chief Legal Officer and Corporate Secretary\n\nMr. Felli has more than 29 years of legal experience. Mr. Felli joined Alight in January 2023 as our\n\nChief Legal Officer and Corporate Secretary. Prior to joining Alight, Mr. Felli served as Executive\n\nVice President, Chief Legal and Chief Administrative Officer at Blue Yonder Holding, Inc., a\n\nBlackstone Inc. (“Blackstone”) and New Mountain Capital sponsored supply chain management\n\ncompany, from 2018 to April 2022. Prior to that, Mr. Felli held other key legal leadership roles at\n\nBlue Yonder from 2013 to 2018, was General Counsel and Corporate Counsel at Ecotality, Inc.,\n\nfrom 2011 to 2013, and held additional senior legal positions across a broad range of organizations\n\nincluding Clear Channel Outdoor, Inc., from 2006 to 2011, and HBO, from 2000 to 2004. Mr. Felli\n\nholds a juris doctor degree from the University of Pennsylvania Law School and B.A. magna cum\n\nlaude from Baruch College. Mr. Felli serves as president and chairman of the board of trustees of\n\nPhoenix Country Day School in Phoenix, Arizona and is a Fellow of the American Bar Foundation.\n\nOFFICER SINCE 2023\n\nAGE 58\n\nSteven D. Rush, Chief Commercial Officer\n\nMr. Rush has served as Alight's Chief Commercial Officer since October 2025. Prior to this current\n\nrole, Mr. Rush served as SVP & Head of Americas at HCL Software from May 2024 to September\n\n2025. Prior to that, Mr. Rush served as Alight’s Head of New Sales and Solutions – Global One\n\nAlight New Sales & Solutions Team from February 2017 to April 2024, and held numerous roles\n\nwith increasing responsibility at Alight and its predecessors, including Hewitt and Aon Hewitt.  Mr.\n\nRush holds a bachelor’s degree in Economics from Drew University.\n\nOFFICER SINCE 2025\n\nAGE 56\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n27 \n\nCorporate\n\nGovernance\n\nBoard Leadership Structure\n\nOur Board understands that there is no single approach to providing board leadership. Given the very competitive and rapidly\n\ndeveloping business environment in which we operate, the right Board leadership structure may vary as circumstances change. Our By-\n\nlaws provide that the Board appoints our corporate officers, including our CEO. Our Nominating and Corporate Governance Committee\n\nperiodically reviews the Company’s governance structure and practices, including applicable provisions of our Certificate of\n\nIncorporation and By-laws.\n\nOur Corporate Governance Guidelines do not have a fixed rule about separation of the Chairperson and CEO positions, or whether our\n\nChairperson should be an employee or elected from among non-employee directors. We believe it is in the best interests of the\n\nCompany to have flexibility to evaluate our leadership structure over time as part of our ongoing succession planning processes,\n\nsubject to any applicable terms of the Investor Rights Agreement (see the “Certain Relationships and Related Person Transactions -\n\nInvestor Rights Agreement” section of this Proxy Statement).\n\nOur Board leadership structure currently separates the positions of CEO and Chairperson of the Board. The Board believes that this\n\nseparation is appropriate for the Company at this time because it allows for a division of responsibilities and a sharing of ideas between\n\nindividuals having different perspectives. In furtherance of the Board’s leadership succession planning, on March 1, 2025, Russell P.\n\nFradin was appointed a director and the Chairperson of our Board, succeeding Mr. Foley as Chairperson after his successful four-year\n\ntenure in the role. Mr. Foley remains on the Board as a Director. Our CEO, who is also a member of our Board, is primarily responsible\n\nfor our operations and strategic direction, while our Chairperson, who is not an employee of the Company, is primarily focused on\n\nmatters pertaining to corporate governance, including management oversight and strategic guidance. The Board believes that this is the\n\nmost appropriate structure at this time but will make future determinations regarding whether or not to separate the roles of Chairperson\n\nand CEO based on then-current circumstances.\n\nOur Board believes that the structure of the Board and its committees will provide strong overall management of the Company.\n\nCode of Conduct\n\nThe Company has adopted a Code of Conduct that is available on the Company’s website at investor.alight.com. Our Code of Conduct\n\nhas been developed to help directors and employees around the world efficiently resolve ethical issues in our complex global business\n\nenvironment. The Code of Conduct applies to all directors and employees without limitation, including our principal executive officer, our\n\nprincipal financial officer and principal accounting officer. The Code of Conduct covers a variety of topics, including those required to be\n\naddressed by the SEC. Topics covered include, among other things, conflicts of interest, confidentiality of information, and compliance\n\nwith applicable laws and regulations. Directors and employees receive periodic updates regarding corporate governance policies and\n\nare informed when material changes are made to the Code of Conduct. The Audit Committee oversees, reviews, and periodically\n\nupdates the Code of Conduct, reviews any significant violations of the Code of Conduct, reviews requests of waivers of the Code of\n\nConduct by executive officers and directors and reviews the Company’s systems to monitor compliance with and enforcement of the\n\nCode of Conduct.\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n28  2026 PROXY STATEMENT\n\nThe Company will make any legally required disclosures regarding amendments to, or waivers of, certain provisions of its Code of\n\nConduct on our website (https://investor.alight.com). There were no amendments or waivers of the provisions of the Code of Conduct\n\nwith respect to any of our officers or directors in 2025. The information contained on, or accessible from, the Company’s website is not\n\npart of this Proxy Statement, by reference or otherwise. \n\nSecurities Trading Policy\n\nWe have adopted a Securities Trading Policy governing the purchase, sale or other dispositions of our securities by our directors,\n\nofficers and employees. A copy of the Securities Trading Policy is filed as an exhibit to our Annual Report. In addition, it is the\n\nCompany’s practice to comply with applicable laws and regulations relating to insider trading with respect to its purchases, sales or\n\nother dispositions of Company securities.\n\nCompensation Committee Interlocks and Insider Participation\n\nNone of the Company’s executive officers currently serves, or in the past year has served, (i) as a member of the compensation\n\ncommittee or of the board of directors of another entity, one or more of whose executive officers served on the Compensation\n\nCommittee, or (ii) as a member of the compensation committee of another entity, one of whose executive officers served on the Board.\n\nWe are party to certain transactions with Starboard (as defined herein) and the Sponsor Investors (as defined herein) and their affiliates\n\nas described in the “Certain Relationships and Related Person Transactions” section of this Proxy Statement.\n\nManagement Succession Planning\n\nThe Nominating and Corporate Governance Committee may periodically review a succession plan relating to the CEO and other\n\nexecutives that report to the CEO that is developed by management. The succession plan will include, among other things, an\n\nassessment of the experience, performance, and skills for possible successors to the CEO. The Nominating and Corporate Governance\n\nCommittee will from time to time make recommendations to the Board with respect to the selection of individuals to occupy these\n\npositions. In the fall of 2025, the Nominating and Corporate Governance Committee played an integral role in evaluating and ultimately\n\nrecommending a successor for our former CEO. The committee evaluated Mr. Verma’s background and experience discussed further\n\nunder his biographical information and accordingly appointed him to succeed our former CEO effective on January 1, 2026.\n\nBoard and Committee Self-Evaluations\n\nOur Board conducts an annual self-evaluation of itself and its committees to assess its effectiveness and identify opportunities for\n\nimprovement. Our Board believes that this process supports continuous improvement and provides opportunities to strengthen Board\n\nand committee effectiveness.\n\nDirector Nomination and Search Process\n\nThe Nominating and Corporate Governance Committee is responsible for reviewing the qualifications of potential director candidates\n\nand selecting or recommending for the Board’s selection those candidates to be nominated for election to the Board. This process may\n\nbe subject to any obligations and procedures governing the nomination of directors to the Board set forth in our Investor Rights\n\nAgreement (see the “Certain Relationships and Related Person Transactions - Investor Rights Agreement” section of this Proxy\n\nStatement). The Nominating and Corporate Governance Committee and the Board considers various factors including: strength of\n\ncharacter, mature judgment, familiarity with the Company’s business and industry, independence of thought, an ability to work collegially\n\nwith the other members of the Board, diversity of age, gender, nationality, race, ethnicity, and sexual orientation, existing commitments\n\nto other businesses, potential conflicts of interest with other pursuits, legal considerations, corporate governance background, career\n\nexperience, relevant technical skills or business acumen, and the size, composition and combined expertise of the existing Board. The\n\nBoard monitors the mix of specific experience, qualifications, and skills of its directors so that the Board, as a whole, has the necessary\n\ntools to perform its oversight function effectively in light of the Company’s business and structure. Stockholders may also nominate\n\ndirectors for election at the Company’s annual stockholders meeting by following the provisions set forth in the By-laws, whose\n\nqualifications the Nominating and Corporate Governance Committee will consider.\n\nThe Nominating and Corporate Governance Committee also may, but need not, retain a professional search firm in order to assist it in\n\nthese efforts. The Nominating and Corporate Governance Committee and the Board utilize the same criteria for evaluating candidates\n\nregardless of the source of the referral.  Each of Messrs. Fradin and Lopes were recommended to the Board and reviewed for fitness to\n\nthe Board by a professional search firm.\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n29 \n\nRetirement Policy\n\nThe Board does not believe that there should be a fixed term or retirement age for directors but will consider each director’s tenure and\n\nthe average tenure of the Board when determining who to nominate for election at an upcoming stockholder meeting.\n\nDirector Independence\n\nUnder the rules of the NYSE rules, independent directors must comprise a majority of a listed company’s board of directors. In addition,\n\nthe rules of NYSE require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating\n\nand corporate governance committees be independent. Under the rules of NYSE, a director will only qualify as an “independent\n\ndirector” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the\n\nexercise of independent judgment in carrying out the responsibilities of a director. Audit Committee members must also satisfy the\n\nadditional independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)\n\nand the rules of NYSE. Compensation Committee members must also satisfy the additional independence criteria set forth in Rule\n\n10C-1 under the Exchange Act and the rules of NYSE. In order to be considered independent for purposes of Rule 10A-3 under the\n\nExchange Act and under the rules of NYSE, a member of an audit committee of a listed company may not, other than in his or her\n\ncapacity as a member of the committee, the board of directors, or any other board committee: (1) accept, directly or indirectly, any\n\nconsulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the\n\nlisted company or any of its subsidiaries.\n\nTo be considered independent for purposes of Rule 10C-1 under the Exchange Act and under the rules of NYSE, the Board must\n\naffirmatively determine that the members of the Compensation Committee are independent, including a consideration of all factors\n\nspecifically relevant to determining whether the director has a relationship to the company which is material to that director’s ability to be\n\nindependent from management in connection with the duties of a Compensation Committee member, including, but not limited to:\n\n(1) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the company to\n\nsuch director; and (2) whether such director is affiliated with the company, a subsidiary of the company or an affiliate of a subsidiary of\n\nthe company.\n\nOur Board has affirmatively determined that Messrs. Fradin, Foley, Hayes, Lopes, Massey, Rajgopal and Schriesheim and Mses. Nolan\n\nMangini, Rushing and Williams meet the applicable criteria for independence established by NYSE. Our Board has previously\n\ndetermined that Messrs. Foley, Hayes, Henson, Lopes, Massey, Rajgopal and Schriesheim and Mses. Nolan Mangini, Meinhardt,\n\nPaolillo, Rushing and Williams, who each served on our board during fiscal 2025, qualified as “independent” under the applicable\n\ncriteria for independence established by the NYSE. In arriving at the foregoing independence determinations, the Board reviewed and\n\ndiscussed information provided by the directors with regard to each director’s business and personal activities and any relationships\n\nthey have with us and our management.\n\nDelinquent Section 16(a) Reports\n\nPursuant to Section 16(a) of the Exchange Act, the Company’s directors and executive officers, and any persons holding more than\n\n10% of its Class A common stock, are required to report their beneficial ownership and any changes therein to the SEC and the\n\nCompany. Specific due dates for those reports have been established, and the Company is required to report in this Proxy Statement\n\nany failure to file such reports by those due dates. Based solely on the Company’s review of the copies of Forms 3, 4 and 5 furnished to\n\nus and written representations by directors and executive officers, the Company believes that during Fiscal 2025, all Section 16(a) filing\n\nrequirements applicable to such persons were met in a timely manner, with the exception of one Form 4 filing for Mr. Schriesheim\n\nreporting one transaction.\n\nCommittees of the Board; Committee Appointments\n\nThe Board has an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. The Audit\n\nCommittee’s members are Siobhan Nolan Mangini (Chair), Michael E. Hayes, Robert A. Lopes, Jr., Robert A. Schriesheim and Denise\n\nWilliams. The Compensation Committee’s members are Richard N. Massey (Chair), Michael E. Hayes, Kausik Rajgopal, Coretha M.\n\nRushing, Robert A. Schriesheim and Denise Williams. The Nominating and Corporate Governance Committee’s members are Kausik\n\nRajgopal (Chair), William P. Foley, II, Robert A. Lopes, Jr., Siobhan Nolan Mangini, Richard N. Massey and Coretha M. Rushing.\n\nMembers will serve on these committees until their resignation or until as otherwise determined by the Board.\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n30  2026 PROXY STATEMENT\n\nAudit Committee\n\nAll members of the Audit Committee have been determined to be\n\n“independent” under SEC rules and NYSE listing standards\n\napplicable to boards of directors in general and audit committees\n\nin particular, and each member is also financially literate under\n\nNYSE listing standards. Additionally, Siobhan Nolan Mangini (the\n\nchair of the committee) and Robert A. Schriesheim each qualify as\n\nan “audit committee financial expert” as defined in applicable SEC\n\nrules. The Company’s Audit Committee is responsible for, among\n\nother things:\n\n•selecting a qualified firm to serve as the independent registered\n\npublic accounting firm to audit the Company’s financial\n\nstatements;\n\n•helping to ensure the independence and performance of the\n\nindependent registered public accounting firm;\n\n•discussing the scope and results of the audit with the\n\nindependent registered public accounting firm and reviewing,\n\nwith management and the independent registered public\n\naccounting firm, the Company’s interim and year-end financial\n\nstatements;\n\n•developing procedures for employees to submit concerns\n\nanonymously about questionable accounting or audit matters;\n\n•reviewing and overseeing the Company’s policies on risk\n\nassessment and risk management, including enterprise risk\n\nmanagement;\n\n•reviewing the adequacy and effectiveness of internal control\n\npolicies and procedures and the Company’s disclosure controls\n\nand procedures;\n\n•reviewing and overseeing the Company’s cybersecurity and\n\ndata privacy programs and controls; and\n\n•approving or, as required, pre-approving, all audit and all\n\npermissible non-audit services, other than de minimis non-audit\n\nservices, to be performed by the independent registered public\n\naccounting firm.\n\nThe Board has adopted a written charter for the Audit Committee,\n\nwhich is available on the Company’s website at\n\ninvestor.alight.com.\n\nSiobhan Nolan\n\nMangini (Chair)\n\nRobert  A.\n\nLopes, Jr.\n\nMichael E.\n\nHayes\n\nRobert A.\n\nSchriesheim\n\nDenise Williams\n\n2025 Meetings\n\n6\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n31 \n\nCompensation Committee\n\nAll members of the Compensation Committee have been determined to be\n\n“independent” under SEC rules and NYSE listing standards applicable to\n\nboards of directors in general and compensation committees in particular.\n\nThe Company’s Compensation Committee is responsible for, among other\n\nthings:\n\n•reviewing, approving, and determining the compensation of the\n\nCompany’s officers and key employees;\n\n•reviewing, approving, and determining compensation and benefits,\n\nincluding equity awards, to directors for service on the Board or any\n\ncommittee thereof;\n\n•administering the Company’s equity compensation plans;\n\n•reviewing, approving, and making recommendations to the Board\n\nregarding incentive compensation and equity compensation plans;\n\n•considering the risks arising from the Company’s compensation policies\n\nand practices; and\n\n•establishing and reviewing general policies relating to compensation\n\nand benefits of the Company’s employees.\n\nThe Board has adopted a written charter for the Compensation\n\nCommittee, which is available on the Company’s website at\n\ninvestor.alight.com. The Compensation Committee charter allows the\n\ncommittee to delegate to a senior executive officer the authority to grant\n\nequity awards to employees other than executive officers, within limits\n\nprescribed by the full Board. The Compensation Committee delegated\n\nauthority to our CEO to grant equity awards to new and existing\n\nemployees (other than executive officers). Management is required to\n\nreport any equity awards granted pursuant to this delegated authority to\n\nthe Compensation Committee at its next scheduled meeting after the\n\ndelegated authority is exercised.\n\nRichard N.\n\nMassey (Chair)\n\nMichael E.\n\nHayes\n\nKausik\n\nRajgopal\n\nCoretha M.\n\nRushing\n\nDenise Williams\n\nRobert A.\n\nSchriesheim\n\n2025 Meetings\n\n7\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n32  2026 PROXY STATEMENT\n\nNominating and Corporate Governance Committee\n\nAll members of the Nominating and Corporate Committee have been\n\ndetermined to be “independent” under NYSE listing standards applicable\n\nto board of directors in general. The Nominating and Corporate\n\nGovernance Committee is responsible for, among other things:\n\n•identifying, evaluating, and selecting, or making recommendations to\n\nthe Board regarding, nominees for election to the Board and its\n\ncommittees;\n\n•evaluating the performance of the Board and of individual directors;\n\n•considering, and making recommendations to the Board regarding the\n\ncomposition of the Board and its committees;\n\n•overseeing succession planning for management;\n\n•reviewing developments in corporate governance practices, including\n\nrelated to environmental, social and governance matters;\n\n•evaluating the adequacy of the corporate governance practices and\n\nreporting; and\n\n•developing, and making recommendations to the Board regarding,\n\ncorporate governance guidelines and matters.\n\nThe Board has adopted a written charter for the Nominating and Corporate\n\nGovernance Committee, which is available on the Company’s website at\n\ninvestor.alight.com.\n\nKausik\n\nRajgopal (Chair)\n\nWilliam P.\n\nFoley, II\n\nRobert  A.\n\nLopes, Jr.\n\nSiobhan Nolan\n\nMangini\n\nRichard N.\n\nMassey\n\nCoretha M.\n\nRushing\n\n2025 Meetings\n\n5\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n33 \n\nBoard and Committee Meetings; Attendance\n\nDirectors are encouraged to attend our annual meetings of stockholders and, at our 2025 annual meeting of stockholders, eight of our\n\neleven directors at the time attended the meeting. During the year ended December 31, 2025, the Board held five meetings, the Audit\n\nCommittee held six meetings, the Compensation Committee met seven times and the Nominating and Corporate Governance\n\nCommittee met five times. In 2025, all of our incumbent directors attended at least 75% of the meetings of the Board and committees\n\nduring the time in which he or she served as a member of the Board or such committee, other than Mr. Foley, who attended 60% of the\n\nmeetings of the Board and committees during the time in which he served as a member of the Board or such committees due to\n\nconflicting professional obligations.\n\nThe Board’s Role in Risk Oversight\n\nThe Board directs and oversees the management of the business and affairs of the Company in a manner consistent with the best\n\ninterests of the Company and its stockholders, with a view to enhancing long-term stockholder value. The Board’s responsibility is one\n\nof oversight, and in performing its oversight role, the Board serves as the ultimate decision-making body of the Company, except for\n\nthose matters that may be reserved for or shared with the Company’s stockholders. This role may be subject to any applicable terms of\n\nthe Investor Rights Agreement (see the “Certain Relationships and Related Person Transactions-Investor Rights Agreement” section of\n\nthis Proxy Statement). The Board selects and oversees the members of senior management, who are charged by the Board with\n\nconducting the business of the Company. The Board exercises direct oversight of strategic risks to the Company in regular coordination\n\nwith the Company’s management. The Audit Committee reviews guidelines and policies governing the process by which senior\n\nmanagement assesses and manages the Company’s exposure to risk, including the Company’s major financial and operational risk\n\nexposures and the steps management takes to monitor and control such exposures. The Compensation Committee oversees risks\n\nrelating to the Company’s compensation policies and practices. The Nominating and Corporate Governance Committee assists the\n\nBoard by overseeing and evaluating programs and risks associated with Board organization, membership and structure and corporate\n\ngovernance. Each committee is charged with risk oversight and reports to the Board on those matters.\n\nCybersecurity Risk Oversight\n\nOur Chief Technology Officer, Chief Information & Security Officer and Chief Legal Officer and Corporate Secretary provide periodic\n\nreports on our cybersecurity and risk management efforts, including with respect to information security practices, to the Audit\n\nCommittee, as well as to other members of our executive leadership team, as appropriate. These reports include updates on the\n\nCompany’s cyber risks and threats, the status of projects to strengthen our information security systems, assessments of the\n\ninformation security program, and the emerging threat landscape. Where appropriate, the Audit Committee then periodically reports to\n\nthe full Board regarding the Company’s assessment of potential risk exposures and the steps management has taken to monitor and\n\ncontrol such risks, which includes the Company’s cybersecurity program designed to prevent, detect, and rapidly respond to any\n\npotential incident.\n\nIn addition to our scheduled meetings, the Audit Committee and executive leadership team maintain an ongoing dialogue regarding\n\nemerging or potential cybersecurity risks. Together, they receive updates on significant developments in cybersecurity to facilitate\n\nproactive and responsive oversight. The Audit Committee is apprised of strategic decisions related to cybersecurity, offering guidance\n\nand approval for major initiatives. This involvement helps drive integration of cybersecurity considerations into our Company’s broader\n\nstrategic objectives.\n\nFor further information related to our cybersecurity program, please refer to Item 1C. Cybersecurity in our Annual Report.\n\nCorporate Sustainability and Impact (CS&I)\n\nGovernance and Oversight\n\nOur Board, as a whole and through its standing committees, works closely with our executive leadership team to govern and manage\n\nsustainability factors. While the full Board has ultimate responsibility for CS&I matters that impact our business, the Nominating and\n\nCorporate Governance Committee exercises primary Board oversight of sustainability and related matters. Alight also maintains a\n\nManagement Sustainability Committee, which is comprised of cross-functional leaders across the Alight management team and drives\n\nour Corporate Sustainability and Impact strategy development and implementation. It is led by our Chief Legal Officer and Corporate\n\nSecretary, who has primary responsibility for corporate governance, the legal and compliance function, and sustainability.\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n34  2026 PROXY STATEMENT\n\nAccomplishments\n\nSince 2022, Alight has published its annual Global Impact Report, which details our efforts to advance the Company’s CS&I initiatives\n\nand highlights the progress made over the prior year.  Alight’s strategy, which was reviewed by the Nominating and Corporate\n\nGovernance Committee, identifies key commitments, as well as success indicators within each of our CS&I pillars. During 2025, Alight\n\ncontinued to evolve its CS&I program, with an emphasis on governance, transparency, and long-term value. The Company maintained\n\na focus on understanding and addressing sustainability‑related considerations relevant to its operations and stakeholders, while\n\nadapting to a rapidly changing regulatory and client landscape. Additional details about the CS&I program as well as copies of the\n\nGlobal Impact Report can be found on our investor website at investor.alight.com.\n\nThe Board’s Role in Human Capital Management and Talent Development\n\nOur Board plays an integral role in human capital management by appointing a strong, performance-driven senior management team.\n\nIn connection with this responsibility, our Board oversees the development and retention of senior management talent as part of the\n\nsuccession planning process for our CEO as well as the members of the Company’s executive leadership team that directly report to\n\nour CEO.\n\nThrough regular reviews, the Board is actively engaged and involved in executive talent management and provides input on important\n\ndecisions in this area. High potential leaders are considered for additional leadership roles and developmental opportunities needed to\n\nprepare them for greater responsibilities. We are focused on building an inclusive workforce to support a culture of openness and\n\ninnovation at Alight, so we periodically assess with the Board the talent pool of candidates just below the executive leadership team\n\nlevel to help maintain a robust and diverse talent pipeline.\n\nWhile our Nominating and Corporate Governance Committee has the primary responsibility to develop succession plans for the CEO\n\nposition, it coordinates with the Compensation Committee and regularly reports to the Board. Decisions are made at the Board level. In\n\nconnection with this responsibility for developing succession plans, our Board reviews, at least annually, the short-, medium-, and long-\n\nterm succession plans for the Company’s senior management, including the CEO. This annual review also includes a review of the\n\nCompany’s broader human capital management practices around culture, engagement, and impact and inclusion.\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n35 \n\nSecurity Ownership\n\nof Certain Beneficial\n\nOwners and\n\nManagement\n\nThe following table sets forth information regarding the beneficial ownership of shares of Alight’s Voting Common Stock as of April 15,\n\n2026 by:\n\n•each of Alight’s named executive officers and directors;\n\n•all executive officers and directors of Alight as a group; and\n\n•each person known by Alight to be the beneficial owner of more than 5% of the shares of Alight’s Voting Common Stock.\n\nBeneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of\n\na security if he, she, or it possesses sole or shared voting or investment power over that security, including options and warrants that\n\nare currently exercisable or exercisable within 60 days.\n\nThe percentage of beneficial ownership of shares of Alight’s Voting Common Stock is calculated based on the aggregate of the\n\nfollowing outstanding shares as of April 15, 2026: (i) 526,823,241 shares of Class A common stock and (ii) 484,358 shares of Class V\n\ncommon stock.\n\nUnless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all\n\nshares beneficially owned by them. Unless otherwise noted, the business address of each of the following entities or individuals is 320\n\nSouth Canal Street, 50th Floor, Suite 5000, Chicago, Illinois 60606.\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n36  2026 PROXY STATEMENT\n\nBENEFICIAL OWNERSHIP AS OF APRIL 15, 2026\n\nNAME\n\nSHARES OF\n\nCLASS A\n\nCOMMON STOCK\n\n% OF\n\nCLASS A\n\nCOMMON STOCK\n\n% OF TOTAL\n\nVOTING POWER\n\nDirectors and Named Executive Officers\n\nRussell P. Fradin\n\n236,101\n\n*\n\n*\n\nWilliam P. Foley, II(1)\n\n7,780,634\n\n1.5%\n\n1.5%\n\nDavid D. Guilmette**\n\n155,957\n\n*\n\n*\n\nMichael E. Hayes\n\n10,941\n\n*\n\n*\n\nRobert A. Lopes, Jr.\n\n107,033\n\n*\n\n*\n\nSiobhan Nolan Mangini\n\n28,789\n\n*\n\n*\n\nRichard N. Massey(2)\n\n1,638,165\n\n*\n\n*\n\nKausik Rajgopal\n\n91,419\n\n*\n\n*\n\nCoretha M. Rushing\n\n69,191\n\n*\n\n*\n\nRobert A. Schriesheim\n\n75,347\n\n*\n\n*\n\nRohit Verma\n\n212,000\n\n*\n\n*\n\nDenise Williams\n\n134,109\n\n*\n\n*\n\nJeremy J. Heaton**\n\n516,799\n\n*\n\n*\n\nAllison P. Bassiouni(3)\n\n150,456\n\n*\n\n*\n\nDonna G. Dorsey\n\n—\n\n—\n\n—\n\nDeepika Duggirala\n\n107,047\n\n*\n\n*\n\nDavid Essary**\n\n—\n\n—\n\n—\n\nAll Directors and Executive Officers as a Group (17 persons)\n\n10,912,036\n\n2.1%\n\n2.1%\n\n5% Holders\n\nThe Vanguard Group(4)\n\n42,355,372\n\n8.0%\n\n8.0%\n\nCannae Holdings, Inc.(5)\n\n40,477,062\n\n7.7%\n\n7.7%\n\nBlackRock, Inc.(6)\n\n39,306,264\n\n7.5%\n\n7.5%\n\n*Percentage owned is less than 1.0%\n\n**Messrs. Guilmette, Heaton and Essary each ceased to be an executive officer in December 2025, January 2026 and November 2025, respectively. The information provided herein reflects the last\n\nreported holdings of each person.\n\n(1)Consists of (a) 916,762 shares of Class A common stock held directly by Mr. Foley, (b) 171,878 shares of Class A common stock held directly by Trasimene Capital FT, LLC (“Trasimene GP”), and (c)\n\n6,661,426 shares of Class A common stock held directly by Bilcar FT, LP (“Bilcar”). Mr. Foley is the sole member of Bilcar FT, LLC (“Bilcar FT”), which, in turn, is the sole general partner of Bilcar. Mr.\n\nFoley is also the sole member of Trasimene GP. Because of the relationships between Mr. Foley and Bilcar, Bilcar FT, and Trasimene GP, Mr. Foley may be deemed to beneficially own the securities\n\nreported herein to the extent of his pecuniary interests. Mr. Foley disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein, if any. Mr. Foley\n\nand the entities referred to in this footnote are sometimes referred to collectively herein as “Foley.”\n\n(2)Consists of 1,538,165 shares of Class A common stock held directly by Mr. Massey and 100,000 shares of Class A common stock held by DogTown L.P., over which Mr. Massey has voting and\n\ninvestment power.\n\n(3)Consists of 142,848 shares of Class A common stock held directly by Ms. Bassiouni and 7,608 shares of Class A common stock held Ms. Bassiouni’s spouse, who is an employee of the Company.\n\nMs. Bassiouni disclaims beneficial ownership of the securities reported herein, except to the extent of her pecuniary interest therein.\n\n(4)Based solely on the prior Schedule 13G/A filed with the SEC on July 29, 2025. The Vanguard Group reported in that filing that it has shared voting power over 341,458 shares of Class A common\n\nStock, sole dispositive power over 41,483,678 shares of Class A common Stock, and shared dispositive power over 871,694 shares of Class A common Stock. According to the most recent Schedule\n\n13G/A filed by The Vanguard Group with the SEC on March 26, 2026, The Vanguard Group owns 0.0% as of March 13, 2026, following an internal reorganization pursuant to which The Vanguard\n\nGroup's beneficial ownership has been disaggregated. The address for The Vanguard Group is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.\n\n(5)Based on a Schedule 13D filed with the SEC on December 5, 2024, by Cannae and Cannae Holdings, LLC (“Cannae LLC”). The reported shares of common stock consists of 40,477,062 shares of\n\nClass A common stock held by Cannae Funding A, LLC, a wholly owned subsidiary of Cannae. Each of Cannae and Cannae LLC share voting and dispositive power over the 40,477,062 shares of\n\nClass A common stock. Each of Cannae and Cannae LLC expressly disclaims beneficial ownership of any securities reported herein except to the extent such entity actually exercises voting or\n\ndispositive power with respect to such securities. The address for Cannae is 1701 Village Center Circle, Las Vegas, Nevada 89134. \n\n(6)Based on a Schedule 13G/A filed with the SEC on April 24, 2026. BlackRock, Inc. reported in the filing that as of March 31, 2026 certain business units of BlackRock, Inc. and its subsidiaries and\n\naffiliates have sole voting power over 38,617,984 shares of Class A common stock and sole dispositive power over 39,306,264 shares of Class A common stock. The address for BlackRock, Inc. is 50\n\nHudson Yards, New York, New York 10001.\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n37 \n\nCertain Relationships\n\nand Related Person Transactions\n\nPolicy Regarding Transactions with Related Persons\n\nThe Company has adopted a formal written policy (the “Policy”) setting forth policies and procedures for the review and approval or\n\nratification of “related party transactions,” which are those transactions required to be disclosed pursuant to Item 404 of Regulation S-K\n\nas promulgated by the SEC. Our related party transaction policy requires that a “related person” (as defined in paragraph (a) of Item\n\n404 of Regulation S-K) promptly disclose to our Chief Legal Officer and Corporate Secretary any “related person transaction” (defined\n\nas any transaction that is anticipated would be reportable by us under Item 404(a) of Regulation S-K in which we are to be a participant\n\nand where the amount involved exceeds $120,000 and in which any related party had or will have a direct or indirect material interest)\n\nand all material facts with respect thereto.\n\nBecause the Company operates primarily in the business-to-business market and several institutional investors are related parties by\n\nvirtue of owning more than 5% of the voting securities of the Company and also own 10% or greater of a number of other firms,\n\ncorporations or other entities, potential related party transactions may arise in the ordinary course of the Company’s business.\n\nTransactions involving portfolio companies of 5% holders who are actively involved with the management of the Company are\n\nmonitored and the Audit Committee is informed of transactions that require its approval under the Policy. Transactions with those\n\nportfolio companies entered into during the ordinary course of business are pre-approved under the Policy and the Audit Committee\n\nreceives material details of such transactions at the next regularly scheduled meeting of the Audit Committee. In order to streamline the\n\nreview and approval process, the Policy provides that if the Chief Legal Officer and Corporate Secretary determines it is impractical or\n\nundesirable to wait until the next Audit Committee meeting to consummate a Related Party Transaction, the chairperson of the Audit\n\nCommittee may review and approve such transactions in accordance with the guidelines set out in the Policy, and then report all such\n\napprovals at the next regularly scheduled Audit Committee meeting.\n\nOnce a potential related party transaction has been reported, our Chief Legal Officer and Corporate Secretary will then promptly\n\ncommunicate that information to the Audit Committee or the chairperson of the Audit Committee, as applicable. At its meetings, the\n\nAudit Committee shall be provided with the material details of each of the new proposed and approved related party transactions. Any\n\nmember of the Audit Committee who has an interest in the related party transaction under review by the Audit Committee will be\n\nrequired to abstain from voting on the approval of the related party transaction, but may, if so requested by the chairperson of the Audit\n\nCommittee, participate in some or all of the Audit Committee’s discussions of the related party transaction. Upon completion of its\n\nreview of the related party transaction, the Audit Committee may determine to permit or to prohibit the related party transaction.\n\nAdditionally, all members of our executive leadership team and certain other senior leaders have received training regarding conflicts of\n\ninterest and the process for management to proactively provide updates to the Company’s legal and corporate compliance functions\n\nregarding any changes in their related party relationships. Additionally, all newly appointed executive officers and key leaders receive\n\nconflict of interest training and any disclosed conflicts are documented accordingly.\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n38  2026 PROXY STATEMENT\n\nIndemnification of Directors and Officers\n\nThe By-laws provide that we will indemnify our directors and officers to the fullest extent permitted by the DGCL. In addition, the\n\nCertificate of Incorporation provides that our directors will not be liable for monetary damages for breach of fiduciary duty to the fullest\n\nextent permitted by the DGCL.\n\nThe Business Combination\n\nOn July 2, 2021 (the “Closing Date”), FTAC completed the business combination (the “Business Combination”) with Alight Holding\n\nCompany, LLC (“Alight Holdings”) contemplated by the Business Combination Agreement (as amended and restated as of April 29,\n\n2021) between FTAC, Alight Holdings and other interested parties (the “Business Combination Agreement”). On the Closing Date,\n\npursuant to the Business Combination Agreement, FTAC became a wholly owned subsidiary of Alight, Inc. and was renamed Alight\n\nGroup, Inc. As a result of the Business Combination, and by virtue of such series of mergers and related transactions, the combined\n\ncompany is now organized in an “Up-C” structure, in which substantially all of the assets and business of Alight are held by Alight\n\nHoldings, of which Alight is the managing member pursuant to the terms of the Alight Holdings Operating Agreement (as defined below)\n\nthat went into effect upon the completion of the Business Combination. As of December 31, 2025, Alight owned approximately 99% of\n\nthe economic interest in Alight Holdings but has 100% of the voting power and controls the management of Alight Holdings.\n\nArrangements Involving Other Stockholders that Beneficially Own More than 5% of Any\n\nClass of Stock\n\nTransactions with Director and Executive Officer-Affiliated Entities\n\nWe take very seriously any actual or perceived conflicts of interest, and critically evaluate all potential transactions and relationships\n\nthat may involve directors or executive officers or entities affiliated with them.\n\nSome of our directors and executive officers are also affiliated with other entities. We may provide services to some of these entities\n\nand sometimes those entities provide services to us. Under our Related Party Transactions policy, transactions with director and\n\nexecutive officer affiliated entities must be pre-approved by the Audit Committee and any interested directors on the Audit Committee\n\nshall not participate in the approval process or vote, unless their input is directly requested.\n\nGregory R. Goff, the Company’s former President who left the Company in January 2025, is on the board of directors of InMoment, Inc.\n\n(“InMoment”). During Fiscal 2025, we paid $2.4 million for products and services we received from InMoment. These transactions were\n\nconducted on, and these services were provided or received, as applicable, on an arm’s-length basis.\n\nTransactions with 5% Holders\n\nFrom time to time, institutional investors, such as large investment management firms, mutual fund management organizations and\n\nother financial institutions, become beneficial owners (through aggregation of holdings of their affiliates) of 5% or more of voting\n\nsecurities of the Company, and, as a result, are considered a “related party” under the Policy. These organizations may provide services\n\nto the Company. In addition, the Company may provide services to these organizations. During Fiscal 2025, we recognized revenue of\n\napproximately $1.7 million for services we provided to entities affiliated with BlackRock, Inc. (“BlackRock”). These transactions were\n\nconducted on, and all of these services were provided on, an arm’s-length basis. \n\nTransactions with Portfolio Companies\n\nOur current Sponsor Investors (as defined below) are majority investors in, have control over, or are otherwise affiliated with many other\n\ncompanies. We have entered, and may in the future enter, into commercial transactions in the ordinary course of our business with\n\nsome of these companies, including the sale of products and services and the purchase of products and services. We monitor those\n\ntransactions with portfolio companies of our Sponsor Investors (as defined below) who are actively involved with the management of the\n\nCompany and inform the Audit Committee of transactions which require their oversight and approval under the Policy. None of these\n\ntransactions or arrangements, in isolation, has been or is expected to be material to Alight.\n\nDuring Fiscal 2025, we recognized revenue of approximately $3.4 million for services we provided to entities affiliated with Mr. Foley.\n\nDuring the same period, we paid approximately $0.4 million for products and services we received from entities affiliated with Mr. Foley. \n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n39 \n\nPost-Business Combination Arrangements\n\nWe entered into certain agreements with certain of our pre-Business Combination investors in connection with the closing of the\n\nBusiness Combination. The agreements described in this section are qualified in their entirety by reference to the full text of such\n\nagreements, which have been filed as exhibits to our Annual Report. These agreements include:\n\n•Second Amended and Restated Limited Liability Company Agreement of Alight Holdings (see the section below entitled “Alight\n\nHoldings Operating Agreement”);\n\n•Tax Receivable Agreement (see the section below entitled “Tax Receivable Agreement”);\n\n•Investor Rights Agreement (see the section below entitled “Investor Rights Agreement”); and\n\n•Registration Rights Agreement (see the section below entitled “Registration Rights Agreement”).\n\nAlight Holdings Operating Agreement\n\nConcurrently with the completion of the Business Combination, the existing amended and restated limited liability company agreement\n\nof Alight Holdings was amended and restated in its entirety to become the Second Amended and Restated Limited Liability Company\n\nAgreement of Alight Holdings, dated as of July 2, 2021, by and among Alight Holdings, the Company, certain subsidiaries of the\n\nCompany and the other members of Alight Holdings, and was amended further pursuant to the First Amendment to Second Amended\n\nand Restated Limited Liability Company Agreement of Alight Holdings, dated as of December 1, 2021, by and between Alight, Inc.,\n\nBilcar FT, LP, Trasimene Capital FT, LP and Alight Holdings.\n\nTax Receivable Agreement\n\nIn connection with the Business Combination, we entered into a tax receivable agreement (the “Tax Receivable Agreement” or the\n\n“TRA”) with certain of our pre-Business Combination owners (the “TRA Parties”), in substantially the form attached as Exhibit 10.2 to\n\nthe Company’s Current Report on Form 8-K, filed with the SEC on July 12, 2021. The Tax Receivable Agreement provides for the\n\npayment by the Company to such TRA Parties of 85% of the benefits, if any, that the Company is deemed to realize (calculated using\n\ncertain assumptions) as a result of (i) the Company’s direct and indirect allocable share of existing tax basis acquired in the Business\n\nCombination, (ii) increases in the Company’s allocable share of existing tax basis and tax basis adjustments that will increase the tax\n\nbasis of the tangible and intangible assets of Alight Holdings as a result of the Business Combination and as a result of sales or\n\nexchanges of the limited liability company interests of Alight Holdings (the “Alight Holdings Units”) for shares of Class A common stock\n\nafter the Business Combination and (iii) certain other tax benefits related to entering into the Tax Receivable Agreement, including tax\n\nbenefits attributable to payments under the Tax Receivable Agreement. These increases in existing tax basis and tax basis adjustments\n\ngenerated over time may increase (for tax purposes) depreciation and amortization deductions and, therefore, may reduce the amount\n\nof tax that the Company would otherwise be required to pay in the future, although the Internal Revenue Service may challenge all or\n\npart of the validity of that tax basis, and a court could sustain such a challenge. Actual tax benefits realized by the Company may differ\n\nfrom tax benefits calculated under the Tax Receivable Agreement as a result of the use of certain assumptions in the Tax Receivable\n\nAgreement, including the use of an assumed weighted-average state and local income tax rate to calculate tax benefits. The payment\n\nobligation under the Tax Receivable Agreement is an obligation of the Company and not of Alight Holdings. While the amount of existing\n\ntax basis, the anticipated tax basis adjustments and the actual amount and utilization of tax attributes, as well as the amount and timing\n\nof any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the timing of exchanges\n\nof Alight Holdings Units for shares of Class A common stock, the applicable tax rate, the price of shares of our Class A common stock at\n\nthe time of exchanges, the extent to which such exchanges are taxable and the amount and timing of our income, we expect that as a\n\nresult of the size of the transfers and increases in the tax basis of the tangible and intangible assets of Alight Holdings and our possible\n\nutilization of tax attributes, including existing tax basis acquired at the time of the Business Combination, the payments that the\n\nCompany may make under the Tax Receivable Agreement may be substantial. The payments under the Tax Receivable Agreement are\n\nnot conditioned on the exchanging holders of Alight Holdings Units or other TRA Parties continuing to hold ownership interests in the\n\nCompany or Alight Holdings. For more information regarding our accrued liability under the TRA as of December 31, 2025, see Note 15\n\n“Tax Receivable Agreement” to the Consolidated Financial Statements included in our Annual Report.\n\nInvestor Rights Agreement\n\nIn connection with the closing of the Business Combination, on July 2, 2021, the Company, Trasimene Capital FT, LP, Bilcar, Cannae\n\nLLC and THL FTAC LLC (collectively with Trasimene Capital FT, LP, Bilcar and Cannae LLC, and together with their affiliated\n\ntransferees, the “Sponsor Investors”), and certain other investors entered into an Investor Rights Agreement (the “Investor Rights\n\nAgreement”). Although other former investors have withdrawn from the Investor Rights Agreement and no longer have any director\n\nappointment rights, the Investor Rights Agreement provides that the Sponsor Investors continue to have the right to designate and have\n\ndesignated three of the eleven directors on our Board, including the Chairperson. As a result, the Sponsor Investors may be considered\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n40  2026 PROXY STATEMENT\n\nto have significant influence with respect to the Company’s management, business plans and policies, including the appointment and\n\nremoval of the Company’s officers.\n\nDesignation Rights\n\nThe Investor Rights Agreement provides that for so long as the Sponsor Investors beneficially own at least 50% of the Voting Common\n\nStock held by the Sponsor Investors on the Closing Date, the Sponsor Investors will retain the right to designate three directors. If the\n\nSponsor Investors hold less than 50% of the Voting Common Stock held by the Sponsor Investors on the Closing Date, the Investor\n\nRights Agreement provides that they will have the right to designate (1) if they collectively beneficially own at least 7.5% of the\n\naggregate outstanding Voting Common Stock, three directors, (2) if they collectively beneficially own at least 6.25% (but less than 7.5%)\n\nof the aggregate outstanding Voting Common Stock, two directors, and (3) if the Sponsor Investors collectively beneficially own at least\n\n2.5% (but less than 6.25%) of the aggregate outstanding Voting Common Stock, one director. In addition, the Investor Rights\n\nAgreement provides that Cannae LLC (or, if Cannae LLC is no longer party to the Investor Rights Agreement, the applicable designator\n\nfor the Sponsor Investors at such time) will have the right to consent to any individual nominated for election to the Board seat initially\n\noccupied by the CEO of the Company, for so long as the Sponsor Investors collectively beneficially own at least 7.5% of the aggregate\n\noutstanding Voting Common Stock.\n\nUnder the Investor Rights Agreement, any director that has been designated by the Sponsor Investors may only be removed with the\n\nconsent of such investor, and the Sponsor Investors will be entitled to appoint replacement designees in the event a vacancy is created\n\nwith respect to one of their designees.\n\nUnder the Investor Rights Agreement, the Company has agreed to include the applicable designees in its slate of nominees for election\n\nat any stockholder meetings and to use reasonable best efforts to cause each designee to be elected. In addition, each of the Sponsor\n\nInvestors agreed with the Company that it would vote in favor of the Board’s slate of nominees.\n\nRegistration Rights Agreement\n\nIn connection with the Business Combination, the Company entered into a Registration Rights Agreement (the “Registration Rights\n\nAgreement”), dated as of July 2, 2021, with the Sponsor Investors, and certain of our legacy investors (collectively, the “RRA Parties”).\n\nPursuant to the Registration Rights Agreement, the Company, filed a Registration Statement to permit the public resale of all the\n\nregistrable securities held by the RRA Parties from time to time as permitted by Rule 415 under the Securities Act of 1933, as amended\n\n(the “Securities Act”) with the SEC. In addition, upon the demand of any such RRA Party, the Company will be required to facilitate a\n\nnon-shelf registered offering of shares of Class A common stock requested by such RRA Party to be included in such offering. Any\n\ndemanded non-shelf registered offering may, at the Company’s option, include shares of the Class A common stock to be sold by the\n\nCompany for its own account and will also include registrable shares to be sold by holders that exercise their related piggyback rights in\n\naccordance with the Registration Rights Agreement. Within 90 days after receipt of a demand for such registration, the Company will be\n\nrequired to use its reasonable best efforts to file a registration statement relating to such demand. In certain circumstances, the RRA\n\nParties will be entitled to piggyback registration rights in connection with the demand of a non-shelf registered offering.\n\nIn addition, the Registration Rights Agreement entitles the RRA Parties to demand and be included in a shelf registration when the\n\nCompany is eligible to sell its shares of Class A common stock in a secondary offering on a delayed or continuous basis in accordance\n\nwith Rule 415 of the Securities Act.\n\nThe Registration Rights Agreement also provides that the Company will pay certain expenses relating to such registrations and\n\nindemnify the registration rights holders against (or make contributions in respect of) certain liabilities which may arise under the\n\nSecurities Act.\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n41 \n\nExecutive\n\nCompensation\n\nCOMPENSATION DISCUSSION AND ANALYSIS\n\nThis Compensation Discussion and Analysis describes our compensation philosophy, objectives, and practices; our compensation\n\nsetting process; the elements of our executive compensation program; and the compensation of our named executive officers (“NEOs”)\n\nfor Fiscal 2025 -- including certain former executive officers:\n\n•David D. Guilmette, Former Chief Executive Officer and Vice Chair(1)\n\n•Jeremy J. Heaton, Former Chief Financial Officer(2)\n\n•Donna G. Dorsey, Chief Human Resources Officer(3)\n\n•Deepika Duggirala, Chief Technology Officer(4)\n\n•Allison P. Bassiouni, Chief Delivery Officer(5)\n\n•David Essary, Former Chief Strategy Officer(6)\n\n(1) Mr. Guilmette separated from the Company effective December 31, 2025.\n\n(2) Mr. Heaton separated from the Company effective January 9, 2026.\n\n(3) Ms. Dorsey was appointed our Chief Human Resources Officer effective June 2, 2025. \n\n(4) Ms. Duggirala was appointed our Chief Technology Officer effective January 1, 2025. On April 20, 2026, the Company announced that Ms. Duggirala would leave the Company on April 29, 2026.\n\n(5) Ms. Bassiouni was appointed Chief Delivery Officer effective January 1, 2025\n\n(6) Mr. Essary was appointed Chief Strategy Officer effective  May 14, 2025 and separated from the Company effective November 30, 2025.\n\nEXECUTIVE SUMMARY\n\nCompensation Philosophy and Objectives\n\nOur compensation policies and programs are designed to support the achievement of our business plans by motivating, retaining, and\n\nattracting exceptional talent. Our ability to compete effectively in the marketplace depends on the knowledge, capabilities, and integrity\n\nof our leaders. Our compensation policies and programs help create a high-performance, outcome-driven, and principled culture by\n\nholding leaders accountable for delivering results, developing our employees and exemplifying our core values. In addition, we believe\n\nour compensation policies and programs for leaders and employees are appropriately balanced, reinforcing short-term and long-term\n\nresults, and as such would not drive behavior that would have an adverse effect on our business.\n\nThe Compensation Committee is responsible for overseeing our executive compensation practices. Each year, the Compensation\n\nCommittee reviews our executive compensation and benefits programs to assess whether the programs are aligned with our business\n\nstrategies, the competitive practices of our peer companies and our stockholders’ interests. As part of the regular reviews, the\n\nCompensation Committee may modify the executive compensation mix for select executives as necessary to support our strategic\n\nobjectives.\n\nThe three key objectives of our executive compensation programs are to:\n\n•Attract, motivate, and retain high performing talent in a highly competitive market;\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n42  2026 PROXY STATEMENT\n\n•Encourage and reward corporate and individual performance that creates and sustains stockholder value; and\n\n•Deliver competitive compensation for the achievement of annual and long-term results.\n\nTo achieve our objectives, our executive compensation program focuses on:\n\n•Pay-for-Performance: ensuring a substantial portion of executive compensation is variable or “at risk” and directly linked to both\n\nCompany and individual performance;\n\n•Competitive Market Practice: providing total compensation opportunities that are competitive with peers and the broader talent\n\nmarketplace to attract and retain executives with exceptional levels of experience, skills, and education;\n\n•Stockholder Alignment: aligning executive incentives with the long-term interests of stockholders through equity-based\n\ncompensation, “at-risk” compensation linked to challenging performance goals which promote long-term stockholder value, and\n\nstock ownership requirements; and\n\n•Retention: establishing multi-year vesting of performance-vested compensation such that an executive must remain with the\n\nCompany to receive value from an award.\n\nPolicies and Practices for Establishing Compensation Packages\n\nElements of Compensation\n\nThe table below describes the generally applicable primary elements of our NEOs’ compensation for 2025.\n\nCOMPONENT\n\nDESCRIPTION\n\nBase Salary\n\nBase salary comprises the smallest component of our NEOs’ compensation.\n\nVariable Compensation Plan (“VCP”)\n\nAwards under the VCP are annual incentives delivered in the form of cash and are\n\npredominantly tied to Company achievement of annual financial and non-financial\n\nobjectives.\n\n•The VCP payout is based on Company financial performance – namely\n\nrevenue, Free Cash Flow, and Adjusted EBITDA, which is then further adjusted\n\nto exclude the impact of certain other items determined by our Compensation\n\nCommittee to arrive at the measure for VCP.\n\n•The VCP payout based on Company financial performance is subject to an\n\nindividual performance modifier based on individual objectives that may be\n\neither financial or non-financial and support our overall business strategy.\n\nLong-Term Incentives (“LTI”)\n\nLTI comprises the majority of our NEOs’ compensation.\n\n•50% of LTI is delivered in the form of performance-vested restricted stock units\n\n(“PRSUs”) that only vest at the end of the applicable performance period if the\n\nCompany meets pre-determined performance criteria. These performance\n\ncriteria include strategic financial metrics tied to our long-term business plan.\n\n•50% of LTI is delivered in the form of time-vested restricted stock units (“RSUs”)\n\nthat typically vest over a three-year service period.\n\n2025 Say-on-Pay Results\n\nWe held a stockholder advisory vote on executive compensation in 2025, commonly referred to as a “say-on-pay vote,” which resulted\n\nin stockholder approval by over 94% of the votes cast on the advisory proposal. We take the views of our stockholders seriously and\n\nview this vote result as an indication that the principles of our executive compensation program are strongly supported by our\n\nstockholders.\n\nOur Board has adopted a policy that is consistent with stockholder preference that we solicit a say-on-pay vote on an annual basis and,\n\naccordingly, we are holding a say-on-pay vote at this annual meeting.\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n43 \n\nHow We Make Compensation Decisions\n\nAs our executive compensation program evolves as a public company, it reflects our belief that the amount earned by our NEOs must\n\ndepend on achieving rigorous Company and individual performance objectives designed to enhance stockholder value. We have made\n\nand intend to continue to make changes to our executive compensation programs with the goal of aligning our programs with our\n\nexecutive compensation philosophy and also take into consideration recommendations from our CEO based on reviews of individual\n\nperformance and the feedback received from stockholders via our annual advisory vote on executive compensation.\n\nCompetitive Benchmarking\n\nThe Compensation Committee establishes the elements of compensation for our executives after a review of compensation market\n\ndata from the peer group described below as well as survey data from well-recognized compensation databases. The Compensation\n\nCommittee reviews each element of compensation independently and in the aggregate to determine the right mix of elements, and\n\nassociated amounts, for each executive that the Compensation Committee believes best helps further our goals of motivating and\n\nretaining our executives, achieving our strategic business plans, and enhancing total stockholder return.\n\nCompetitive Peer Group\n\nIn determining the design and the amount of each element of compensation, the Compensation Committee, with the assistance of its\n\nindependent compensation consultant, Mercer (US) Inc. (the “Compensation Consultant”), conducts a thorough annual review of\n\ncompetitive market information. The Compensation Committee reviews data from major published surveys and proxy information of\n\ncompanies in the professional services and technology-focused industry segments.\n\nThe Compensation Committee, with assistance from its compensation consultant, reviewed and developed a competitive peer group,\n\nwhich the Compensation Committee used to review executive compensation for 2025 (the “Peer Group”). As part of the review\n\nconducted in fiscal year 2024, the Compensation Committee decided to add Paycom Software, Inc., and Paylocity Holding Corporation\n\ndue to their industry fit and comparable size. The Compensation Committee also decided to remove (a) ASGN Incorporated and EPAM\n\nSystems, Inc. as no longer industry relevant given the Company’s disposition of its payroll and professional services business, and (b)\n\nWorkday, Inc. due to its size.  The revised Peer Group consists of companies that reflect a mix of professional services and technology-\n\nfocused companies that we compete with for executive talent with industry-specific knowledge and experience. The Peer Group also\n\nincludes companies in the data processing and outsourcing services, application software and human resources and employment\n\nservices sectors, as well as management and Board recommendations. The Peer Group companies represented companies with\n\nmedian revenues of $2.6 billion and a median market capitalization of $5.95 billion when selected by the Compensation Committee.\n\nWhile the Compensation Committee uses peer group market data percentiles as reference points in setting executive compensation, it\n\ndoes not target specific benchmark percentiles for any element of compensation or total direct compensation for the executive officers.\n\nThe following table sets forth the companies included in our Peer Group used to review executive compensation for 2025.\n\nCOMPETITIVE PEER GROUP\n\nBroadridge Financial Solutions Inc.\n\nInsperity Inc.\n\nTriNet Group, Inc.\n\nDayforce, Inc. (formerly Ceridian)\n\nMaximus Inc.\n\nTTEC Holdings, Inc.\n\nExlService Holdings Inc.\n\nPaychex Inc.\n\nWEX Inc.\n\nGenpact Limited\n\nPaycom Software, Inc.\n\nWNS (Holdings) Ltd.\n\nHealthEquity, Inc.\n\nPaylocity Holding Corporation\n\nOverview of 2025 Compensation\n\nAnnual Base Salary\n\nOur philosophy is to pay base salaries that are commensurate with the applicable NEO’s experience and expertise, taking into account,\n\namong other things, the recommendation of the Compensation Consultant and competitive market data for executives with similar roles\n\nand responsibilities. The Compensation Committee does not benchmark to a specific percentile within that data. The Compensation\n\nCommittee reviews each NEO’s base salary annually considering market salary data, relative compensation within the executive group,\n\nan assessment of corporate performance, as well as individual performance of each NEO. In 2025, the Compensation Committee\n\napproved a base salary increase for Mr. Heaton (10%). Ms. Duggirala (13%) and Ms. Bassiouni (29%) in recognition of additional\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n44  2026 PROXY STATEMENT\n\nresponsibilities when they assumed the Chief Financial Officer, Chief Technology Officer, and Chief Delivery Officer roles, respectively.\n\nThe table below excludes Mr. Essary who was employed by the Company from May 14, 2025 until his separation date on November 30,\n\n2025 and who received $288,352 in salary during that time.\n\nNAME\n\nBASE SALARY AS OF DECEMBER 31, 2025\n\nBASE SALARY AS OF DECEMBER 31, 2024\n\nDavid D. Guilmette(1)\n\n$870,000\n\n$870,000\n\nJeremy J. Heaton(2)\n\n$575,000\n\n$525,000\n\nDonna G. Dorsey(3)\n\n$500,000\n\nN/A\n\nDeepika Duggirala\n\n$450,000\n\n$400,000\n\nAllison P. Bassiouni\n\n$400,000\n\n$309,000\n\n(1)Mr. Guilmette separated from the Company effective December 31, 2025.\n\n(2)Mr. Heaton separated from the Company effective January 9, 2026.\n\n(3)Ms. Dorsey joined the Company effective June 2, 2025.\n\nVariable Compensation Plan\n\nThe VCP provides our NEOs and other eligible employees an opportunity to share in the Company’s success by aligning annual\n\nincentive compensation with annual performance. The VCP encourages the achievement of our internal annual business goals\n\napproved by the Compensation Committee at the start of the performance year. The bonus pool funding for target performance was\n\ndetermined after considering our financial results from the prior year and the annual operating budget for the performance year. The\n\nalignment of the VCP with our internal annual business goals is intended to motivate all participants to achieve and exceed our annual\n\nperformance objectives which directly impacts the level of funding of the VCP bonus pool. To maintain alignment of pay and\n\nperformance, the Compensation Committee may exercise discretion to determine the extent to which the VCP bonus pool is funded, as\n\nwell as the VCP payment received by each NEO.\n\nThe table below describes the target VCP participation rate and potential VCP payout range for each named executive officer. The table\n\nexcludes Mr. Essary who was not eligible for a VCP bonus for 2025 because he separated from the Company on November 30, 2025.\n\nNAME\n\n2025 TARGET VCP PARTICIPATION RATE AS A\n\nPERCENTAGE OF BASE SALARY\n\nPOTENTIAL VCP PAYOUT RANGE AS A\n\nPERCENTAGE OF TARGET VCP\n\nPARTICIPATION RATE\n\nDavid D. Guilmette\n\n200%\n\n0-200%\n\nJeremy J. Heaton(1)\n\n100%\n\n0-200%\n\nDonna G. Dorsey\n\n75%\n\n0-200%\n\nDeepika Duggirala\n\n75%\n\n0-200%\n\nAllison P. Bassiouni\n\n75%\n\n0-200%\n\n(1)Mr. Heaton forfeited his eligibility for a VCP bonus for 2025 when he separated from the Company in January 2026.\n\nVCP Financial Performance Measures\n\nOur priorities for Fiscal 2025 were to drive business growth and create stockholder value, with a focus on profitability and free cash flow.\n\nTowards that end, the Compensation Committee approved adding Free Cash Flow as an additional performance measure under the\n\nVCP. Our 2025 performance measures for VCP payout determinations were Adjusted EBITDA, revenue, and Free Cash Flow. Adjusted\n\nEBITDA, a non-GAAP financial measure, is defined as earnings before interest, taxes, depreciation, and intangible amortization\n\nadjusted for the impact of certain non-cash and other items that we do not consider in the evaluation of ongoing operational\n\nperformance. This result may then be further adjusted to exclude the impact of certain other items determined by the Compensation\n\nCommittee. Revenues are principally derived from fees paid by clients for services. Free Cash Flow, a non-GAAP financial measure, is\n\ndefined as cash provided by operating activities net of capital expenditures. Management believes that Free Cash Flow is an important\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n45 \n\nliquidity metric because it measures, during a given period, the amount of cash generated that is available to repay debt obligations,\n\nmake strategic acquisitions and investments.\n\nWe used these three measures because we believe they are key drivers in increasing stockholder value and because every VCP\n\nparticipant can impact them in some way. Adjusted EBITDA is used as an indicator of our earnings performance. Revenues are used as\n\nan indicator of our growth. Free Cash Flow measures our ability to generate cash and our operational efficiency. These measures may\n\nchange from time to time based on business priorities. The Compensation Committee approved the minimum, target and maximum\n\ngoals for each measure and the corresponding level of VCP bonus pool funding. The bonus percentage for threshold financial\n\nperformance was 0% and bonus percentage for maximum financial performance was 160%.\n\nThe table below shows the Fiscal 2025 total Company performance goals at target for each of our performance measures and the\n\nactual Fiscal 2025 achievement of those goals. \n\nTHRESHOLD\n\nTARGET\n\nMAXIMUM\n\nACTUALS\n\nACHIEVEMENT\n\n(PERCENTAGE OF\n\nBUDGET FUNDING)\n\nAdjusted EBITDA(1)\n\n$620.0\n\n$681.0\n\n$740.0\n\n$561.0\n\n0%\n\nFree Cash Flow(2)\n\n$250.0\n\n$285.0\n\n$320.0\n\n$250.0\n\n0%\n\nRevenue\n\n$2,318.0\n\n$2,388.0\n\n$2,493.0\n\n$2,262.0\n\n0%\n\n(1) See “Management’s Discussion and Analysis of Financial Condition and Results of Operations— Review of Results—Key Components of Our Operations—Non-GAAP Financial Measures” in our\n\nAnnual Report for a description of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to its comparable GAAP metric.\n\n(2) See “Management’s Discussion and Analysis of Financial Condition and Results of Operations— Review of Results—Key Components of Our Operations—Non-GAAP Financial Measures” in our\n\nAnnual Report for a description of Free Cash Flow and a reconciliation of Free Cash Flow to its comparable GAAP metric.\n\nVCP Individual Performance\n\nExecutives are eligible to receive an individual performance payout modifier ranging from 0% to 200% to reflect individual performance\n\nover the full fiscal year. For named executive officers other than the CEO, individual performance and the assignment of any individual\n\nperformance payout modifier are based on the CEO’s assessment of each executive’s performance and corresponding\n\nrecommendations to the Compensation Committee.\n\nIndividual performance objectives are qualitative in nature and are not stated in quantitative terms. No specific weighting is assigned to\n\nany individual objective, and the objectives are not established based on their relative level of difficulty. Rather, the Compensation\n\nCommittee considers these objectives holistically in assessing the overall quality and effectiveness of each executive’s performance.\n\nFor Fiscal 2025, the Compensation Committee did not apply individual performance payout modifiers for any named executive officers,\n\nas the overall performance under the VCP resulted in a 0% payout.\n\nActual VCP Awards\n\nFor Fiscal 2025, the Company’s financial performance resulted in 0% funding of each NEO’s VCP bonus other than for Ms. Dorsey\n\npursuant to the terms of her employment offer, as set forth below. The table below shows the results used by the Compensation\n\nCommittee in their assessment and determination of the actual VCP bonus payouts for Fiscal 2025 for each NEO.  The table below\n\nexcludes Mr. Essary who was not eligible for a VCP bonus because he separated from the Company on November 30, 2025.\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n46  2026 PROXY STATEMENT\n\nNAME\n\nELIGIBLE\n\nBASE\n\nSALARY\n\nVCP\n\nTARGET\n\nACTUAL\n\nPERCENTAGE\n\nACHIEVED:\n\nTOTAL\n\nCOMPANY\n\nFUNDING\n\nACTUAL\n\nPERCENTAGE\n\nACHIEVED:\n\nINDIVIDUAL\n\nPERFORMANCE\n\nACTUAL\n\nVCP\n\nBONUS\n\nDavid D. Guilmette(1)\n\n$870,000\n\n200%\n\n0%\n\n0%\n\n$0\n\nJeremy J. Heaton(2)\n\n$575,000\n\n100%\n\n0%\n\n0%\n\n$0\n\nDonna G. Dorsey(3)\n\n$291,781\n\n75%\n\n0%\n\n0%\n\n$218,836\n\nDeepika Duggirala\n\n$450,000\n\n75%\n\n0%\n\n0%\n\n$0\n\nAllison P. Bassiouni\n\n$400,000\n\n75%\n\n0%\n\n0%\n\n$0\n\n(1)Mr. Guilmette separated from the Company in December 2025 and was eligible for a VCP bonus as per his separation agreement.\n\n(2) Mr. Heaton separated from the Company in January 2026, prior to the March 2026 bonus payout date and was not eligible for a bonus.   \n\n(3) Ms. Dorsey's eligible base salary is prorated based on her June 2, 2025 start date. Her 2025 VCP bonus was guaranteed to pay at 100% of target based on her April 7, 2025 employment offer, as\n\napproved by the Committee.\n\nSpecial Recognition Bonus for Ms. Bassiouni and Ms. Duggirala\n\nThe Compensation Committee approved a Special Recognition bonus to recognize and retain select employees, including members of\n\nthe Executive Leadership Team, who delivered exceptional individual performance despite a year of significant business and financial\n\nchallenges. Because the Company’s VCP did not fund for 2025, the Committee determined that discretionary recognition was\n\nappropriate to acknowledge individual leadership contributions not fully reflected in formulaic incentive outcomes.\n\nFollowing a review and recommendation by the Chief Executive Officer, the Committee approved Special Recognition bonus payments\n\nto Ms. Bassiouni of $199,800 and Ms. Duggirala of $224,775, based on their 2025 individual performance, leadership impact, and\n\nretention considerations.\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n47 \n\nLong-Term Incentive Compensation\n\nThe Compensation Committee believes a large part of an executive’s compensation should be linked to long-term stockholder value\n\ncreation as an incentive for sustained, profitable growth. Therefore, our long-term incentive awards for our NEOs are in the form of\n\nequity awards, both performance and time-vested, and provide reward opportunities competitive with those offered by companies in the\n\nPeer Group for similar jobs. Consistent with the other elements of compensation, the Compensation Committee does not target specific\n\nbenchmark percentiles for long-term incentive awards for our NEOs and instead uses a number of factors in establishing the long-term\n\nincentive award levels for each individual, including a review of each individual’s accumulated vested and unvested awards, the current\n\nand potential realizable value over time using stock appreciation assumptions, vesting schedules, comparison of individual awards\n\nbetween executives and in relation to other compensation elements, market data, stockholder dilution and accounting expense. Should\n\nwe deliver against our long-term goals, the long-term equity incentive awards become a significant portion of the total compensation of\n\neach executive. For more information on the 2025 long-term equity grants, please see the 2025 Grants of Plan-Based Awards table\n\nincluded in this Proxy Statement.\n\nLTI Target Levels\n\nAs part of our Long-term Incentive program, the Company offers annual LTI awards. The LTI mix for our NEOs in 2025 was 50% RSUs\n\nand 50% PRSUs. The Compensation Committee chose this mix of equity-based awards to align the interests of NEOs to our\n\nstockholders. In addition, as determined at the discretion of the Compensation Committee, the Company may occasionally grant special\n\nawards intended for retention or to further incentivize performance that it believes to be in the best interests of the Company and its\n\nstockholders.\n\nRestricted Stock Units\n\nRSUs granted in 2025 as part of the annual LTI program vest in three equal annual installments, subject to the continued employment\n\nof the applicable NEO. We use RSUs to help deliver stock ownership and promote retention. (See the table entitled “Outstanding Equity\n\nAwards at Fiscal 2025 Year-End” for details concerning the vesting schedule of the RSUs.)\n\nPerformance-Vested RSUs\n\nPRSUs granted in 2025 as part of the annual LTI program vest based on the achievement of certain performance goals over a three–\n\nyear performance period, subject to the continued employment of the applicable NEO. (See the table entitled “Outstanding Equity\n\nAwards at Fiscal 2025 Year-End” for details concerning the vesting criteria for the PRSUs.)\n\nThe key features of the 2025 PRSUs are described below:\n\n•PRSUs give the executive the right (subject to Compensation Committee discretion to reduce but not increase awards beyond\n\nthe maximum opportunity) to vest in a number of RSUs based on achievement against performance goals over a three-year\n\nperformance period. Actual shares that will vest, if any, will vary based on the Compensation Committee’s certification of the\n\nachievement of the performance goals at the end of the three years. The three-year performance period was designed to\n\ndiscourage short-term risk taking and reinforce the link between the interests of our stockholders and our NEOs over the long\n\nterm.\n\n•The number of PRSUs that will vest is based on the Company’s achievement of revenue and Adjusted EBITDA goals, as\n\ndetermined by the Compensation Committee and as measured on a cumulative basis over the three-year performance period\n\ncovering Fiscal 2025 through fiscal year 2027. Each metric (revenue and Adjusted EBITDA) is equally weighted at 50%, and the\n\npotential payout range as a percentage of the target award is 0% to 200%.\n\n•If performance results meet or exceed the threshold level for the PRSU financial measures, the resulting payout may be adjusted\n\nby a relative total shareholder return (“TSR”) modifier ranging from 0.75x to 1.25x based on the Company’s TSR ranking relative\n\nto companies in the Russell 2000 Index over the performance period, with a ranking at the 25th percentile corresponding to a\n\n0.75x modifier and a ranking at the 75th percentile corresponding to a 1.25x modifier, with intermediate performance determined\n\nby linear interpolation. Notwithstanding relative performance, the TSR modifier is capped at 1.0x if the Company’s TSR over the\n\nperformance period is negative.\n\n•If earned at target, 100% of the PRSUs will vest at the end of the three-year performance period.\n\nThe Board has the ability under our 2021 Omnibus Incentive Plan (the “2021 Plan”) to make adjustments in the method of calculating\n\nthe attainment of performance goals for a performance period.\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n48  2026 PROXY STATEMENT\n\n2023 PRSU Performance Period Results\n\nIn February 2026, the Compensation Committee reviewed performance for the January 1, 2023 to December 31, 2025 PRSU\n\nperformance period. The Company’s performance against revised Cumulative BPaaS revenue and Cumulative Adjusted EBITDA\n\nperformance metrics resulted in 48.1% of target shares being earned. Shares earned under the 2023 PRSU awards are detailed as part\n\nof the Outstanding Equity Awards at Fiscal 2025 Year-End table included in this Proxy Statement.\n\nTHRESHOLD\n\nTARGET\n\nMAXIMUM\n\nACTUAL\n\nPERFORMA\n\nNCE\n\n(PERCENTA\n\nGE\n\nOF\n\nTARGET)\n\nWEIGHTING\n\n(PERCENTA\n\nGE\n\nOF PRSUS\n\nEARNED)\n\nCumulative BPaaS Revenue ($B)\n\n$1.495\n\n$2.001\n\n$2.255\n\n$1.982\n\n96.20%\n\n50%\n\n48.10%\n\nCumulative Adjusted EBITDA ($B)\n\n$1.903\n\n$1.962\n\n$2.053\n\n$1.894\n\n0.00%\n\n50%\n\n0.00%\n\n48.10%\n\nLong-Term Incentive Grant Practices\n\nWe do not have any program, plan, or practice to time equity grants to take advantage of the release of material information. During\n\nFiscal 2025, equity awards were granted to executive officers at one of our regularly scheduled or special Compensation Committee\n\nmeetings.\n\nLooking Ahead – 2026 Compensation Changes\n\nFollowing a comprehensive review conducted in collaboration with the Company’s independent compensation consultant and informed\n\nby stockholder feedback, the Compensation Committee approved several updates to the executive compensation program for 2026.\n\nThese changes are intended to further strengthen the alignment between executive pay, financial performance, and long‑term\n\nstockholder value creation.\n\n2026 Variable Compensation Plan and Long‑Term Incentive Performance Measures\n\nFor 2026, performance under the VCP will be based 80% on financial performance measures—Revenue and Adjusted EBITDA,\n\nweighted equally, and 20% on strategic business objectives, including measures related to client revenue retention and client\n\nsatisfaction.\n\nIn addition, 2026 long‑term incentive PRSU awards will be tied to Free Cash Flow performance over the 2026–2028 performance\n\nperiod, further emphasizing capital discipline and sustainable value creation.\n\nTiered Value Realization Incentive Award\n\nIn March, 2026, the Compensation Committee issued a one‑time, performance‑based Tiered Value Realization (“TVR”) incentive award\n\nto further align compensation for senior executives with long‑term stockholder value creation. The TVR incentive award consists of\n\nPRSUs that will be earned solely on share-price performance, as measured by sustained volume‑weighted average share price\n\n(“VWAP”) and the resulting incremental market capitalization growth. The program that governs the TVR incentive awards operates in\n\naddition to, and does not replace, the Company’s annual and long‑term incentive programs and is intended to reward executives only if\n\nsustained share‑price appreciation is achieved.\n\nThe TVR program has a five‑year performance period spanning April 1, 2026 through December 31, 2030. Performance is measured\n\nusing sustained 20‑trading‑day VWAP thresholds, beginning at $1.50 and extending through $4.50. Awards are earned on an\n\nincremental, tiered basis as each VWAP threshold is achieved. The Compensation Committee selected these thresholds to ensure that\n\npayouts occur only upon achievement of meaningful and sustained increases in share price and market capitalization.\n\nIf the applicable VWAP thresholds are not achieved during the performance period, no PRSUs will be earned and the entire award\n\nopportunity will be forfeited, resulting in no value realized by participants.\n\nThe maximum aggregate payout under the TVR program is capped at 25,000,000 PRSUs, representing the absolute maximum\n\nopportunity under the TVR program. Once the initial $1.50 VWAP threshold is achieved, PRSUs will be earned cumulatively as higher\n\nVWAP thresholds are attained, in accordance with a predefined schedule comprised of four VWAP-based tranches. PRSUs are earned\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n49 \n\nonly following Compensation Committee certification of performance achieved and are subject to a one‑year post‑vesting holding\n\nrequirement, further reinforcing alignment with long‑term stockholder interests.\n\nBased on the number of shares outstanding as of February 20261, achieving a $4.50 VWAP would correspond to approximately over\n\n$2 billion of incremental equity value for stockholders. These figures are illustrative only and are based on share‑price assumptions as\n\nof March 30, 2026.\n\nA demonstrative example of TVR PRSU earnings under the TVR program is provided below:\n\nPerformance Achievement\n\nPRSU Tranche\n\nThreshold VWAP($)\n\nMaximum VWAP ($)\n\nEarned PRSUs\n\nTranche 1\n\n1.50\n\n2.25\n\n6,250,0000\n\nTranche 2\n\n2.25\n\n3.00\n\n6,250,0000\n\nTranche 3\n\n3.00\n\n3.75\n\n6,250,0000\n\nTranche 4\n\n3.75\n\n4.50\n\n6,250,0000\n\nMaximum number of PRSUs that may be earned\n\n25,000,000\n\n1 For more complete information regarding the Company’s number of outstanding shares of Class A common stock, please review our Annual Report\n\nthat accompanies this Proxy Statement.\n\nOther Pay Practices\n\nSecurities Trading Policy; No Hedging or Pledging\n\nDirectors and executive officers must comply with our Securities Trading Policy and may not engage in any transaction in our securities\n\nwithout first obtaining pre-clearance of the transaction from our Chief Legal Officer and Corporate Secretary. No director or executive\n\nofficer is permitted to engage in short sales with respect to our stock. Additionally, no director, executive officer or other employee is\n\npermitted to (i) transact through mechanisms that hedge against our securities (i.e., transactions in put options, call options or other\n\nderivative securities on an exchange or in any other organized market, or in any other inherently speculative transactions) or (ii) hold\n\nour securities in a margin account or otherwise pledge our securities as collateral for a loan. A director, executive officer or other\n\nemployee may seek pre-clearance from our Board to engage in the transactions set forth in (i) and (ii) in the preceding sentence, but\n\nthe Board is under no obligation to approve any pre-clearance request. Any transaction pre-clearance will be based on the particular\n\nfacts and circumstances of each request and may be granted for pledging activity where the requestor wishes to pledge the Company’s\n\nsecurities as collateral for a loan and indicates his or her financial capacity to repay the loan without resort to the pledged securities,\n\ntaking into consideration the percentage of the pledged securities to the requestor’s total holdings. Such pre-clearance is expected to\n\nonly be granted in exceptional circumstances, and the Board has not yet received any pre-clearance requests for either a hedging or a\n\npledging transaction by a director or executive. These provisions are part of our overall compliance program to prevent any of our\n\ndirectors, officers, or employees from trading on material non-public information.\n\nClawback Policy\n\nEffective October 2023, we adopted a standalone clawback policy that is compliant with the requirements of the Dodd-Frank Act, Rule\n\n10D-1 of the Exchange Act and NYSE Rule 303A.14. This policy provides that, upon the occurrence of an accounting restatement of\n\nthe Company’s financial statements to correct an error, the Compensation Committee must recoup incentive-based compensation that\n\nwas erroneously granted, earned or vested to our current and former “officers” (as defined under Rule 16a-1 of the Exchange Act)\n\nbased wholly or in part upon the attainment of any financial reporting measure, subject to limited exceptions. This policy replaced the\n\nclawback policy previously adopted by the Compensation Committee in July 2021.\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n50  2026 PROXY STATEMENT\n\nEquity Ownership Guidelines\n\nThe Compensation Committee maintains equity ownership guidelines to promote substantial equity ownership by the Company’s\n\nmanagement and align their interests with the interests of our long-term stockholders. Each executive officer is required to own equity\n\nequal to a multiple of his or her base salary, reflecting such executive officer’s role and level of responsibility at the Company.\n\nFor the purposes of these requirements, all shares owned and any unvested RSUs and time-vested restricted shares are included in\n\nthe calculation. Unvested PRSUs and performance-vested restricted shares are not included in the calculation. Executive officers have\n\nfive years from their appointment as an executive officer to attain the required level of ownership. Executive officers who have not yet\n\nmet their equity ownership requirements are required to retain 100% of their after-tax shares until the share ownership requirement is\n\nmet. As of the record date, all NEOs are on track to meet their applicable equity ownership requirements within the applicable time\n\nperiod.\n\nTITLE/POSITION\n\nSTOCK OWNERSHIP REQUIREMENT\n\nChief Executive Officer\n\n6x Base Salary\n\nChief Financial Officer\n\n3x Base Salary\n\nOther executive officers that are CEO direct reports\n\n2x Base Salary\n\nPolicies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material\n\nNon-public Information\n\nWe do not currently grant new awards of stock options, stock appreciation rights or similar option-like equity awards. Accordingly, we\n\nhave no specific policy or practice on the timing of grants of such awards in relation to the disclosure of material nonpublic information.\n\nIn the event we determine to grant new awards of stock options or similar equity awards in the future, the Compensation Committee will\n\nevaluate the appropriate steps to take in relation to the foregoing. We have not timed the disclosure of material non-public information\n\nfor the purpose of affecting the value of executive compensation in Fiscal 2025.\n\nExecutive and Broad-based Employee Benefits\n\nOur NEOs are eligible to participate in benefit programs designed for all of our full-time employees during the period of their\n\nemployment. These programs include a tax qualified 401(k) savings plan, medical, dental, disability, and life insurance programs and a\n\nmatching charitable gift program. Our NEOs are eligible to participate in a voluntary executive physical program, which is intended to\n\nencourage each individual to receive regular comprehensive physical examinations, as their health and well-being are important to our\n\nsuccess.\n\nThe benefits and perquisites received by our NEOs and their value are described in more detail in the footnotes to the Summary\n\nCompensation Table.\n\nCompensation and Risk Assessment\n\nThe Compensation Committee regularly reviews the risks arising from our compensation policies and practices applicable to our\n\nexecutive officers and evaluates the policies and practices that could mitigate any such risk. Based on these reviews, the\n\nCompensation Committee does not believe that our compensation policies and practices create risks that are reasonably likely to have\n\na material adverse effect on our company.\n\nSeverance Arrangements\n\nOur Board believes that severance arrangements are necessary to attract and retain the talent necessary for our long-term success.\n\nOur Board views our severance arrangements as recruitment and retention devices that help secure the continued employment and\n\ndedication of our named executive officers, including when we are considering strategic alternatives.\n\nPursuant to his employment agreement (the “Guilmette Agreement,” as further described below), Mr. Guilmette was entitled to\n\nseverance benefits if his employment was terminated by us without “cause” (as defined in the Guilmette Agreement) or by Mr. Guilmette\n\nfor “good reason” (as defined in the Guilmette Agreement). Each of our other named executive officers has entered into a severance\n\nletter agreement with us under which each such named executive officer is entitled to severance benefits if he or she is terminated by\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n51 \n\nus without “cause” (as defined in the severance letter agreements) or by him or her for “good reason” (as defined in the severance letter\n\nagreements), as applicable. See “Potential Payments Upon Termination or Change in Control” below for further information regarding\n\nthe severance arrangements of our named executive officers.\n\nThe Guilmette Agreement\n\nOn October 17, 2024, Alight Solutions LLC (“Alight Solutions”), a subsidiary of the Company, and David Guilmette, the Company’s\n\nformer Chief Executive Officer and Vice Chair, entered into an Amended and Restated Employment Agreement (the “Guilmette\n\nAgreement”).\n\nUnder the terms of the Guilmette Agreement, Mr. Guilmette served as our CEO and Vice Chair. His initial term of employment was for\n\napproximately three years, from August 20, 2024 through December 31, 2027, which term would automatically extend for successive\n\none-year periods unless either party provided written notice not to extend the term. Mr. Guilmette received a base salary of $870,000\n\nper year, which may be increased (but not decreased) from time to time by the Board and was eligible to receive an annual bonus\n\ntargeted at 200% of his base salary.\n\nPursuant to the Guilmette Agreement, Mr. Guilmette was also entitled to (i) reimbursement by Alight Solutions for costs associated with\n\nhis use of private aviation for business-related domestic trips to the Company’s headquarters in Chicago, Illinois from Mr. Guilmette’s\n\nprincipal place of employment in Nashville, Tennessee or for other business related domestic trips, and (ii) travel first-class on any\n\ncommercial flight for business purposes.\n\nAs more specifically described and set forth in the Guilmette Agreement, Mr. Guilmette was also eligible to receive severance benefits\n\nfollowing certain terminations of his employment. Upon a termination of Mr. Guilmette’s employment by us without “cause” or by\n\nMr. Guilmette for “good reason” (as each term is defined in the Guilmette Agreement), Mr. Guilmette was entitled to receive the\n\nfollowing payments and benefits, subject to his timely execution and non-revocation of a general release of claims: (i) a severance\n\npayment equal to 1x base salary plus target bonus in the case of a termination without cause or termination for good reason on or prior\n\nto December 31, 2025; (ii) a prorated portion of his annual bonus for the year in which the termination occurs based on actual results;\n\nand (iii) continued participation in our group health plan for up to 12 months following his termination date.\n\nIn connection with Mr. Guilmette’s departure from his roles as Chief Executive Officer and Vice Chair, on December 8, 2025, the\n\nCompany and Mr. Guilmette entered into a Separation Agreement and General Release (the “Separation Agreement”), confirming Mr.\n\nGuilmette’s contractual entitlements pursuant to the Guilmette Agreement. Additionally, the Company and Mr. Guilmette entered into a\n\nthree-month consulting agreement pursuant to which Mr. Guilmette would assist with the development and implementation of the\n\nCompany’s 2026 business plan and CEO transition. The Separation Agreement provided that the three-month consulting period would\n\nbe considered as continued service with the Company solely for the purposes of vesting of the first tranche of Mr. Guilmette’s March\n\n2025 RSU grant.\n\nCompensation Committee Report\n\nThe Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on\n\nthat review and its discussions, the Compensation Committee has recommended to the Board that the Compensation Discussion and\n\nAnalysis be included in this Proxy Statement.\n\nMembers of the Compensation Committee:\n\nRichard N. Massey (Chair)\n\nMichael E. Hayes\n\nKausik Rajgopal\n\nCoretha M. Rushing\n\nRobert A. Schriesheim\n\nDenise Williams \n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n52  2026 PROXY STATEMENT\n\nSummary Compensation Table\n\nThe following table provides compensation information for our Fiscal 2025 NEOs. The table also shows compensation information for\n\nfiscal year 2024 for current NEOs who were also NEOs during that year. None of the current NEOs were NEOs during fiscal year 2023.\n\nThe sum and/or computation of individual numerical amounts disclosed in the following tables and related footnotes may not equal the\n\ntotal due to rounding.\n\nName and Principal Position\n\nYear\n\nSalary\n\nBonus(1)\n\nStock\n\nAwards(2)\n\nNon-Equity\n\nIncentive\n\nPlan\n\nCompensation(3)\n\nAll\n\nOther\n\nCompensation(4)\n\nTotal\n\nDavid D. Guilmette\n\nFormer Chief Executive Officer and Vice Chair(5)\n\n2025\n\n$870,000\n\n$—\n\n$9,588,062\n\n$—\n\n$187,469\n\n$10,645,531\n\n2024\n\n319,659\n\n—\n\n6,673,339\n\n229,338\n\n119,968\n\n7,342,304\n\nJeremy J. Heaton\n\nFormer Chief Financial Officer\n\n2025\n\n$562,500\n\n$—\n\n$2,102,264\n\n$—\n\n$24,155\n\n$2,688,919\n\n2024\n\n492,367\n\n750,000\n\n4,249,994\n\n194,977\n\n28,910\n\n5,716,248\n\nDonna G. Dorsey\n\nChief Human Resources Officer\n\n2025\n\n$291,667\n\n$218,836\n\n$3,181,416\n\n$—\n\n$2,026\n\n$3,693,945\n\nDeepika Duggirala\n\nChief Technology Officer\n\n2025\n\n$450,000\n\n$224,755\n\n$1,043,221\n\n$—\n\n$15,957\n\n$1,733,933\n\nAllison P. Bassiouni\n\nChief Delivery Officer\n\n2025\n\n$400,000\n\n$199,800\n\n$805,555\n\n$—\n\n$27,713\n\n$1,433,068\n\nDavid Essary\n\nFormer Chief Strategy Officer\n\n2025\n\n$288,352\n\n$—\n\n$1,388,590\n\n$—\n\n$1,823\n\n$1,678,765\n\n(1)Amounts for Fiscal 2025 reflect Special Recognition awards provided to Mses. Duggirala and Bassiouni, and a guaranteed VCP award for 2025 only to Ms. Dorsey in connection with her appointment.\n\n(2)Amounts reflect the aggregate grant date fair value of RSU and PRSU awards. If maximum performance conditions are achieved over the entire three-year period, the grant date fair values for the\n\nPRSUs granted in Fiscal 2025 would be:  Ms. Dorsey, $2,799,995; Ms. Duggirala, $1,009,983 and Ms. Bassiouni, $779,987. For a description of the assumptions used to determine the compensation\n\ncost of our awards, see the notes to our audited consolidated financial statements.\n\n(3)Amounts reflect cash incentive amounts earned by the executives under our VCP.\n\n(4)Amounts shown in the All Other Compensation column for Fiscal 2025 are detailed in the table below (see “—Compensation Discussion and Analysis” for more details on the items in the table below):\n\nName\n\nLife\n\nInsurance(a)\n\n401(k) Plan\n\nMatch(b)\n\nExecutive\n\nPhysical(c)\n\nTax\n\nPayments(d)\n\nOther\n\nPayments(e)\n\nTotal\n\nDavid D. Guilmette\n\n$11,129\n\n$4,870\n\n$—\n\n$—\n\n$171,470\n\n$187,469\n\nJeremy J. Heaton\n\n$1,701\n\n$13,500\n\n$4,770\n\n$3,865\n\n$319\n\n$24,155\n\nDonna  G. Dorsey\n\n$1,547\n\n$—\n\n$—\n\n$160\n\n$319\n\n$2,026\n\nDeepika Duggirala\n\n$1,478\n\n$14,000\n\n$—\n\n$160\n\n$319\n\n$15,957\n\nAllison P. Bassiouni\n\n$1,068\n\n$14,000\n\n$—\n\n$12,322\n\n$323\n\n$27,713\n\nDavid Essary\n\n$1,823\n\n$—\n\n$—\n\n$—\n\n$—\n\n$1,823\n\n(a)Amounts reflect imputed income for insurance.\n\n(b)Amounts reflect company matching contributions under our 401(k) Plan.\n\n(c)Amounts reflect amounts for participation in the voluntary executive physical program.\n\n(d)Amounts reflect tax payments to Mr. Heaton for the executive physical program, and tax receivable agreement payments to Ms. Bassiouni. Mr. Heaton’s and Ms. Bassiouni’s amounts also include a tax\n\npayment for their nominal gift listed under Other Payments. The amounts for Ms. Dorsey and Ms. Duggirala are the tax payments associated with their nominal gifts listed under Other Payments.\n\n(e)Amounts for Mr. Guilmette, who resided in Nashville, Tennessee, reflect $119,720 for corporate housing in Chicago, Illinois and $51,750 for personal aircraft usage. For all other executives, the values\n\nrepresent the cash value of nominal gifts.\n\n(5)Mr. Guilmette’s year-over-year variance in total compensation between 2024 and 2025 primarily reflects a partial year of service as Chief Executive Officer in 2024 following his appointment on August\n\n20, 2024, compared to a full year of service in 2025.\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n53 \n\n2025 Grants of Plan-Based Awards\n\nThe following table sets forth summary information regarding all grants of plan-based awards made to our NEOs during Fiscal 2025.\n\nThe sum and/or computation of individual numerical amounts disclosed in the following tables and related footnotes may not equal the\n\ntotal due to rounding.\n\nESTIMATED FUTURE PAYOUTS UNDER\n\nNON-EQUITY INCENTIVE PLAN AWARDS(1)\n\nESTIMATED FUTURE PAYOUTS\n\nUNDER EQUITY INCENTIVE PLAN\n\nAWARDS(2)\n\nALL OTHER\n\nSTOCK\n\nAWARDS:\n\nNUMBER\n\nOF SHARES\n\nOF STOCK\n\nOR UNITS(3)\n\n(#)\n\nALL OTHER\n\nOPTION\n\nAWARDS:\n\nNUMBER OF\n\nSECURITIES\n\nUNDERLYING\n\n(#)\n\nGRANT DATE\n\nFAIR VALUE\n\nOF STOCK\n\nAND OPTION\n\nAWARDS(4)\n\n($)\n\nNAME\n\nGRANT DATE\n\nTHRESHOLD\n\n($)\n\nTARGET\n\n($)\n\nMAXIMUM\n\n($)\n\nTHRESHOLD\n\n(#)\n\nTARGET\n\n(#)\n\nMAXIMUM\n\n(#)\n\nDavid D. Guilmette\n\nN/A\n\n$1,740,000\n\n$3,480,000\n\n3/10/2025\n\n405,844\n\n811,688\n\n$2,755,681\n\n3/10/2025\n\n527,597\n\n1,055,194\n\n3,582,384\n\n3/10/2025\n\n527,597\n\n3,249,997\n\nJeremy J. Heaton\n\nN/A\n\n$575,000\n\n$1,150,000\n\n3/10/2025\n\n162,337\n\n324,674\n\n$1,102,268\n\n3/10/2025\n\n162,337\n\n999,996\n\nDonna G. Dorsey\n\nN/A\n\n$375,000\n\n$750,000\n\n8/15/2025\n\n109,289\n\n218,578\n\n$366,118\n\n$1,349,998\n\n8/15/2025\n\n273,224\n\n546,448\n\n915,300\n\n8/15/2025\n\n109,289\n\n399,998\n\n8/15/2025\n\n409,836\n\n1,500,000\n\nDeepika Duggirala\n\nN/A\n\n$337,500\n\n$675,000\n\n1/15/2025\n\n26,509\n\n53,018\n\n179,996\n\n1/15/2025\n\n26,509\n\n179,996\n\n3/10/2025\n\n52,759\n\n105,518\n\n358,234\n\n3/10/2025\n\n52,759\n\n324,995\n\nAllison P. Bassiouni\n\nN/A\n\n$300,000\n\n$600,000\n\n1/15/2025\n\n20,618\n\n41,236\n\n139,996\n\n1/15/2025\n\n20,618\n\n139,996\n\n3/10/2025\n\n40,584\n\n81,168\n\n275,565\n\n3/10/2025\n\n40,584\n\n249,998\n\nDavid Essary\n\nN/A\n\n$525,000\n\n$1,050,000\n\n8/15/2025\n\n198,087\n\n396,174\n\n663,591\n\n8/15/2025\n\n198,087\n\n724,998\n\n(1)The amounts reported for each named executive officer represent the estimated potential payments levels for Fiscal 2025 performance period under the VCP, further described under “Compensation\n\nDiscussion and Analysis”. The potential payouts were performance-based and, therefore, were completely at risk. The potential threshold, target, and maximum payment amounts assume achievement\n\nof 100% and 200%, respectively. For executives eligible to receive a bonus under the VCP, the amount earned is reported in the Summary Compensation Table under the column entitled “Non-Equity\n\nIncentive Plan Compensation.” Mr. Heaton and Mr. Essary separated from the Company effective January 9, 2026 and November 30, 2025, respectively, and were not eligible for a VCP payout for\n\nFiscal 2025. Mr. Guilmette separated from the Company effective December 31, 2025. Pursuant to his Separation Agreement, he was eligible for but did not receive a VCP payout.\n\n(2)For each executive, the amounts shown in these columns reflect, in shares, the target and maximum amounts for PRSUs subject to a three-year performance period beginning in Fiscal 2025 that is\n\nfurther described under “—Compensation Discussion and Analysis.” The potential awards are performance-based and, therefore, completely at risk. \n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n54  2026 PROXY STATEMENT\n\n(3)Reflects time-vested RSUs granted in Fiscal 2025. Please see footnotes in the table entitled “Outstanding Equity Awards at Fiscal 2025 Year-End” for details concerning the vesting schedule for the\n\nRSUs. \n\n(4)The value of an RSU or PRSU award is based on the fair value as of the grant date of such award determined in accordance with FASB ASC 718. Please refer to the notes to our audited consolidated\n\nfinancial statements included in our Annual Report for the relevant assumptions used to determine the valuation of our awards.\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n55 \n\nOutstanding Equity Awards at Fiscal 2025 Year-End\n\nThe following table provides information regarding outstanding equity awards made to our NEOs as of December 31, 2025. All unvested\n\nawards for Messrs. Heaton and Essary were forfeited and were cancelled on their separation dates from the Company on January 9,\n\n2026, and November 30, 2025, respectively.\n\nSTOCK AWARDS\n\nNAME\n\nYEAR\n\nNUMBER OF SHARES OR\n\nUNITS OF STOCK THAT\n\nHAVE NOT VESTED\n\nMARKET VALUE OF\n\nSHARES OR UNITS OF\n\nSTOCK THAT HAVE NOT\n\nVESTED\n\nEQUITY INCENTIVE PLAN\n\nAWARDS: NUMBER OF\n\nUNEARNED SHARES,\n\nUNITS OR OTHER RIGHTS\n\nTHAT HAVE NOT VESTED\n\nEQUITY INCENTIVE PLAN\n\nAWARDS: MARKET\n\nOR PAYOUT VALUE OF\n\nUNEARNED SHARES,\n\nUNITS OR OTHER RIGHTS\n\nTHAT HAVE NOT VESTED\n\nDavid D. Guilmette\n\n(#)(1)\n\n($)(2)\n\n(#)\n\n($)(2)\n\n2025\n\n175,865\n\n(a)\n\n$342,937\n\n2024\n\n225,381\n\n(3)\n\n$439,493\n\nJeremy J. Heaton\n\n2025\n\n162,337\n\n(d)\n\n$316,557\n\n2025\n\n81,169\n\n(3)\n\n$158,279\n\n2024\n\n156,320\n\n(4)\n\n304,824\n\n2024\n\n95,238\n\n(e)\n\n185,714\n\n2024\n\n71,429\n\n(3)\n\n139,286\n\n2023\n\n9,255\n\n(g)\n\n18,047\n\n2023\n\n27,765\n\n(3)\n\n54,142\n\n2020\n\n54,696\n\n(5)\n\n106,657\n\nDonna G. Dorsey\n\n2025\n\n519,125\n\n(b)\n\n$1,012,294\n\n2025\n\n(4) \n\n191,257\n\n(3)\n\n$372,950\n\nDeepika Duggirala\n\n2025\n\n26,509\n\n(c)\n\n$51,693\n\n2025\n\n13,255\n\n(3)\n\n$25,846\n\n2025\n\n52,759\n\n(d)\n\n102,880\n\n2025\n\n26,380\n\n(3)\n\n51,440\n\n2024\n\n119,584\n\n(4)\n\n233,189\n\n2024\n\n13,260\n\n(e)\n\n25,857\n\n2024\n\n9,945\n\n(3)\n\n19,392\n\n2023\n\n7,975\n\n(f)\n\n15,551\n\n2023\n\n23,923\n\n(3)\n\n46,650\n\nAllison P. Bassiouni\n\n2025\n\n20,618\n\n(c)\n\n$40,205\n\n2025\n\n10,309\n\n(3)\n\n$20,103\n\n2025\n\n40,584\n\n(d)\n\n79,139\n\n2025\n\n20,292\n\n(3)\n\n39,569\n\n2024\n\n10,755\n\n(e)\n\n20,972\n\n2024\n\n8,066\n\n(3)\n\n15,729\n\n2024\n\n119,584\n\n(4)\n\n233,189\n\n2024\n\n14\n\n(5)\n\n27\n\n2023\n\n5,290\n\n(h)\n\n10,316\n\n2023\n\n15,868\n\n(3)\n\n30,943\n\n2021\n\n1,078\n\n(5)\n\n2,102\n\nDavid Essary(6)\n\n(1)RSUs granted as part of annual equity awards vest ratably over a three-year period. The vesting schedule for unvested outstanding stock awards generally depends upon continued employment\n\nthrough the applicable vesting date. Other circumstances under which such awards will vest are described in the section entitled “Potential Payments Upon a Termination or Change in Control.”\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n56  2026 PROXY STATEMENT\n\n(a)2025 grant RSUs awarded to Mr. Guilmette vest on March 10, 2026. The remaining shares were cancelled upon his termination of employment in accordance with the terms of the applicable\n\naward agreement. \n\n(b)2025 grant RSUs awarded to Ms. Dorsey upon becoming CHRO vested 33% on January 15, 2026 and then annually over the remaining two years.\n\n(c)2025 grant RSUs awarded to Ms. Duggirala upon becoming CTO and Ms. Bassiouni upon becoming CDO vested 33% on January 15, 2026 and then annually over the remaining two years.\n\n(d)2025 grant RSUs vest 33% on each of March 10, 2026, March 10, 2027, and March 10, 2028.\n\n(e)2024 grant RSUs vest 33% on each of March 11, 2025, March 11, 2026, and March 11, 2027.\n\n(f)2023 grant RSUs awarded to Ms. Duggirala upon hire vested 33% on August 15, 2023 and then annually over the remaining two years.\n\n(g)2023 grant RSUs vest 33% on each of March 10, 2024, March 10, 2025, and March 10, 2026.\n\n(2)Represents the number of stock awards multiplied by $1.95, the closing stock price as of December 31, 2025.\n\n(3)Represents the number of shares that may be earned under (a) the 2023 PRSU award program that vest at the end of a three-year performance period assuming target performance and (b) the 2024\n\nand 2025 PRSU award program that vest at the end of a three-year performance period assuming threshold performance, in each case based on the achievement of applicable performance goals in\n\nfiscal year 2025 and subject to certification of performance results in the first quarter following the completed performance period (see “Compensation Discussion and Analysis” for more details). The\n\n2023 PRSUs subsequently vested on February 28, 2026 at a level of performance resulting in 48.1% of target shares for Ms. Duggirala and Ms. Bassiouni. Mr. Heaton separated from the Company on\n\nJanuary 9, 2026 prior to the certification of performance results on February 28, 2026 resulting in the forfeiture of his 2023 PRSUs.\n\n(4)Represents the target number of shares that may be earned under the 2024 special PRSUs (see “Compensation Discussion and Analysis” for more details) that vest 33% of the target number of shares\n\nannually at the end of three 12-month performance periods. The first 33% of shares subject to the fiscal year 2024 performance period subsequently vested on February 28, 2025 at a level of\n\nperformance resulting in 129.6% of target shares for Ms. Duggirala and Ms. Bassiouni.\n\n(5)Reflects restricted shares of Class B-1 and Class B-2 common stock that vest based on achievement of certain transfer, voting, vesting and other restrictions applicable to “Restricted Stock,” as set\n\nforth in the issuer’s Omnibus Incentive Plan. If any unvested shares do not vest on or before July 2, 2028, such shares will be automatically forfeited and canceled for no consideration. As of\n\nDecember 31, 2024, the vesting conditions had not been achieved.\n\n(6)Mr. Essary separated from the Company effective November 30, 2025 and forfeited all outstanding unvested awards upon his separation from the Company.\n\n2025 Option Exercises and Stock Vested\n\nThe following table includes certain information with respect to shares acquired on the vesting of stock awards for each of our NEOs\n\nduring Fiscal 2025. None of our NEOs hold options or similar instruments.\n\nNAME\n\n# OF SHARES OR\n\nUNITS ACQUIRED\n\nON VESTING\n\n(#)\n\nVALUE REALIZED\n\nON VESTING\n\n($)(1)\n\nDavid D. Guilmette\n\n174,704\n\n$621,716\n\nJeremy J. Heaton\n\n171,039\n\n$1,118,169\n\nDonna G. Dorsey\n\n—\n\n—\n\nDeepika Duggirala\n\n74,395\n\n$477,537\n\nAllison P. Bassiouni\n\n93,335\n\n$622,651\n\nDavid Essary\n\n—\n\n—\n\n(1)Value realized calculated by multiplying the number of vested RSUs by the closing stock price on the vesting date or the last preceding trading day when the vesting date is a non-trading day\n\n(December 31, 2025).\n\nNon-Qualified Deferred Compensation\n\nThe following table sets forth information concerning our Deferred Compensation Plan for each of our NEOs during Fiscal 2025.\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n57 \n\nNAME(1)\n\nEXECUTIVE\n\nCONTRIBUTIONS\n\nIN LAST FY\n\nREGISTRANT\n\nCONTRIBUTIONS\n\nIN LAST FY\n\nAGGREGATE\n\nEARNINGS\n\n(LOSSES)\n\nIN LAST FY(2)\n\nAGGREGATE\n\nWITHDRAWALS/\n\nDISTRIBUTIONS\n\nAGGREGATE\n\nBALANCE\n\nAT LAST FYE(3)\n\nDavid D. Guilmette\n\n—\n\n—\n\n—\n\n—\n\n—\n\nJeremy J. Heaton\n\n—\n\n—\n\n—\n\n—\n\n—\n\nDonna G. Dorsey\n\n—\n\n—\n\n—\n\n—\n\n—\n\nDeepika Duggirala\n\n—\n\n—\n\n—\n\n—\n\n—\n\nAllison P. Bassiouni\n\n—\n\n—\n\n—\n\n—\n\n—\n\nDeferred Compensation Plan\n\n—\n\n—\n\n$634\n\n—\n\n$63,540\n\nDavid Essary\n\n—\n\n—\n\n—\n\n—\n\n—\n\n(1)None of Messrs. Guilmette, Heaton, and Essary or Mses. Dorsey or Duggirala participate in any Company nonqualifed deferred compensation plans as these plans are legacy nonqualified deferred\n\ncompensation plans which were open only to participants who participated in similar plans at Aon prior to our separation from Aon and are now frozen.\n\n(2)Amounts reported represent investment earnings (losses) during Fiscal 2025. No portion of any earnings would be considered above-market or preferential and, accordingly, no earnings are reflected\n\nunder the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table above.\n\n(3)No amount reported in the “Aggregate Balance at Last FYE” column was reported as compensation in the Summary Compensation Table in prior years.\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n58  2026 PROXY STATEMENT\n\nPay Ratio Information\n\nFor purposes of calculating the CEO pay ratio, the total compensation of Mr. Guilmette for Fiscal 2025 was $10,645,531. For 2025, we\n\nused the same median employee that was identified in 2024 since there were no significant changes to our employee population or\n\ncompensation since 2024 that would materially impact our pay ratio disclosure. Based on reasonable estimates, the median annual\n\ntotal compensation of all employees of the Company and its consolidated subsidiaries, excluding our CEO, was $63,343 for Fiscal\n\n2025. Accordingly, for Fiscal 2025, the ratio of the annual total compensation of our CEO to the median of the annual total\n\ncompensation of all of our employees and our consolidated subsidiaries’ other employees was 168 to 1.\n\nWe identified our median employee based on all taxable wages earned in fiscal year 2024 by each individual who we employed on\n\nDecember 31, 2024. We also converted all relevant employee compensation, on a country-by-country basis, to U.S. Dollars based on\n\nthe applicable year-end exchange rate. Because the SEC rules for identifying the median employee and calculating the pay ratio allow\n\ncompanies to use different methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect\n\ntheir compensation practices, the CEO pay ratio disclosed above may not be comparable to the pay ratio reported by other companies,\n\nas other companies may have different employment and compensation practices and may utilize different methodologies, exclusions,\n\nestimates and assumptions in calculating their own pay ratio.\n\nSeparation Arrangements\n\nMr. Guilmette separated from the Company on December 31, 2025. Consistent with the terms of his employment contract, the\n\nCompensation Committee approved the following payments and benefits for Mr. Guilmette in connection with his separation from the\n\nCompany. Mr. Guilmette is not included in the subsequent Potential Payments Upon a Termination or Change in Control section as his\n\nseparation occurred on December 31, 2025.  In connection with his separation of service, the Company and Mr. Guilmette entered into\n\na three-month consulting agreement for Mr. Guilmette to assist with the development and implementation of the Company’s 2026\n\nbusiness plan and CEO transition. His Separation Agreement also provides that the three-month consulting period will be considered as\n\ncontinued service with the Company solely for the purposes of vesting of the first tranche of his March 2025 RSU grant.\n\nDavid D.\n\nGuilmette\n\nSeverance Payments(1)\n\n$2,610,000\n\nHealth Plan Continuation(2)\n\n$17,136\n\nTime-vested RSU Vesting(3)\n\n$159,580\n\nTOTAL\n\n$2,786,716\n\n(1)Amount reported reflects a lump sum payment that consisted of one times annual base salary ($870,000), and the value of Mr. Guilmette’s target bonus amount ($1,740,000).\n\n(2)Amount reported reflects the cost of providing continued medical, dental and life insurance coverage as enrolled at the time of termination for a period of twelve months assuming 2025 rates.\n\n(3)Amount reported reflects vesting of the 2nd tranche of time-vested RSUs granted on March 10, 2025. For purposes of this disclosure, the value is based on the closing stock price of $0.908 as of the\n\nMarch 10, 2026 vesting date.\n\nPotential Payments Upon a Termination or Change in Control\n\nThe following table describes the potential payments and benefits that would have been payable to our NEOs under existing plans and\n\ncontractual arrangements assuming (1) a termination of employment and/or (2) a “Sale of the Company” (as defined in the amended\n\nand restated limited liability company agreement of Alight and referred to herein as a “change in control” or a “CIC”) occurred on\n\nDecember 31, 2025, the last business day of our last completed fiscal year, accompanied by a termination of employment.\n\nThe amounts shown in the table do not include payments and benefits to the extent they are provided generally to all salaried\n\nemployees upon termination of employment and do not discriminate in scope, terms, or operation in favor of the NEOs. These include\n\ndistributions of previously vested plan balances under our 401(k) Plan, the Deferred Compensation Plan, and the Supplemental\n\nSavings Plan. Furthermore, the amounts shown in the table do not include amounts that may have been payable to a named executive\n\nofficer upon the sale or purchase of his or her vested equity pursuant to the exercise of call rights. As previously disclosed, Mr. Heaton\n\nand Mr. Essary voluntarily separated from the Company effective January 9, 2026 and November 30, 2025, respectively, and were not\n\nprovided severance. For information regarding Mr. Guilmette’s separation effective December 31, 2025, please refer to “—Separation\n\nAgreements” above.\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n59 \n\nTERMINATION BY THE COMPANY\n\nWITHOUT CAUSE, OR BY EXECUTIVE\n\nWITH GOOD REASON\n\nJEREMY J.\n\nHEATON\n\nDONNA G.\n\nDORSEY\n\nDEEPIKA\n\nDUGGIRALA\n\nALLISON P.\n\nBASSIOUNI\n\nSeverance Payments(1)\n\n$575,000\n\n$500,000\n\n$450,000\n\n$400,000\n\nHealth Plan Continuation(2)\n\n$21,456\n\n$12,374\n\n$19,334\n\n$7,309\n\nOutplacement Benefits(3)\n\n$50,000\n\n$50,000\n\n$50,000\n\n$50,000\n\nTime-vested RSU Acceleration\n\n$—\n\n$—\n\n$—\n\n$—\n\nPerformance-vested RSU Acceleration\n\n$—\n\n$—\n\n$—\n\n$—\n\nTOTAL\n\n$646,456\n\n$562,374\n\n$519,334\n\n$457,309\n\n(1)Amounts reported reflect a cash severance payment for Mses. Dorsey, Duggirala, and Bassiouni of one times annual base salary for each.\n\n(2)Amounts reported reflect the cost of providing the executive officer with continued medical, dental and life insurance coverage as enrolled at the time of his or her termination for a period of twelve\n\nmonths assuming 2025 rates.\n\n(3)Amounts reported reflect the maximum potential costs of outplacement services for each executive assuming 2025 rates.\n\nCIC WITH TERMINATION\n\nJEREMY J.\n\nHEATON\n\nDONNA G.\n\nDORSEY\n\nDEEPIKA\n\nDUGGIRALA\n\nALLISON P.\n\nBASSIOUNI\n\nSeverance Payments(1)\n\n$724,934\n\n$875,000\n\n$567,681\n\n$506,678\n\nHealth Plan Continuation(2)\n\n$21,456\n\n$12,374\n\n$19,334\n\n$7,309\n\nOutplacement Benefits(3)\n\n$50,000\n\n$50,000\n\n$50,000\n\n$50,000\n\nTime-vested RSU Acceleration(4)\n\n$626,976\n\n$1,012,294\n\n$195,981\n\n$152,761\n\nPerformance-vested RSU Acceleration(4)\n\n$954,094\n\n$745,900\n\n$473,195\n\n$414,933\n\nTOTAL\n\n$2,377,459\n\n$2,695,568\n\n$1,306,190\n\n$1,131,681\n\n(1)Amounts reported reflect a cash severance payment which includes the following:\n\n•Mr. Heaton—the sum of his annual base salary ($575,000) and his target annual cash incentive award ($149,934).\n\n•Ms. Dorsey—the sum of her annual base salary ($500,000) and her target annual cash incentive award ($375,000).\n\n•Ms. Duggirala—the sum of her annual base salary ($450,000) and her average 2023 and 2024 annual cash incentive award ($117,681).\n\n•Ms. Bassiouni—the sum of her annual base salary ($400,000) and her average 2023 and 2024  annual cash incentive award ($106,678).\n\n(2)Amounts reported reflect the cost of providing the executive officer with continued medical, dental and life insurance coverage as enrolled at the time of his or her termination for a period of twelve\n\nmonths assuming 2025 rates.\n\n(3)Amounts reported reflect the maximum potential costs of outplacement services for each executive assuming 2025 rates.\n\n(4)Amounts reported reflect accelerated vesting of all outstanding time-vested RSUs and performance-vested RSUs, with the performance-vested RSUs deemed achieved at 100% of target in the event\n\nthe named executive officer experiences a termination of employment by the Company or any subsidiary without cause or by the named executive officer for good reason on or within the six months\n\nprior to, or within the 18 months following, a change in control.\n\nDEATH\n\nJEREMY J.\n\nHEATON\n\nDONNA G.\n\nDORSEY\n\nDEEPIKA\n\nDUGGIRALA\n\nALLISON P.\n\nBASSIOUNI\n\nSeverance Payments(1)\n\n$575,000\n\n$375,000\n\n$337,500\n\n$300,000\n\nHealth Plan Continuation\n\n$—\n\n$—\n\n$—\n\n$—\n\nOutplacement Benefits\n\n$—\n\n$—\n\n$—\n\n$—\n\nTime-vested RSU Acceleration(2)\n\n$281,199\n\n$127,577\n\n$60,706\n\n$53,243\n\nPerformance-vested RSU Acceleration(3)\n\n$954,094\n\n$745,900\n\n$473,195\n\n$414,933\n\nTOTAL\n\n$1,810,294\n\n$1,248,477\n\n$871,401\n\n$768,176\n\n(1)Amounts reported for each named executive officer reflect a full year VCP bonus at target performance in the event of death of the named executive officer. In addition to amounts reported in the table\n\nabove in the event of death of a named executive officer, each named executive officer will receive benefits from third-party payors under our employer-paid premium life insurance plans. All of our\n\nexecutives are eligible for two times annual base salary at death (up to $5,000,000). Therefore, if such benefits were triggered for the named executive officers on December 31, 2025 under our life\n\ninsurance plans, the legally designated beneficiary(ies) of each named executive officer would have received the following amounts: Mr. Heaton, $1,150,000, Ms. Dorsey, $1,000,0000, Ms. Duggirala,\n\n$900,000, and Ms. Bassiouni $800,000.\n\n(2)Amounts reported reflect accelerated vesting of one-third of the outstanding time-vested RSUs, pro-rated for the number of days of active service between the last vesting date and the next vesting\n\ndate, in the event of death of the named executive officer.\n\n(3)Amounts reported reflect accelerated vesting of all outstanding performance-vested RSUs with performance deemed achieved at 100% of target in the event of death of the named executive officer.\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n60  2026 PROXY STATEMENT\n\nDISABILITY\n\nJEREMY J.\n\nHEATON\n\nDONNA G.\n\nDORSEY\n\nDEEPIKA\n\nDUGGIRALA\n\nALLISON P.\n\nBASSIOUNI\n\nSeverance Payments(1)\n\n$575,000\n\n$375,000\n\n$337,500\n\n$300,000\n\nHealth Plan Continuation\n\n$—\n\n$—\n\n$—\n\n$—\n\nOutplacement Benefits\n\n$—\n\n$—\n\n$—\n\n$—\n\nTime-vested RSU Acceleration(2)\n\n$281,199\n\n$127,577\n\n$60,706\n\n$53,243\n\nPerformance-vested RSU Acceleration(3)\n\n$497,787\n\n$144,412\n\n$257,855\n\n$208,290\n\nTOTAL\n\n$1,353,986\n\n$646,989\n\n$656,061\n\n$561,533\n\n(1)Amounts reported for each named executive officer reflect a full year VCP bonus at target performance in the event of the disability of the named executive officer.\n\n(2)Amounts reported reflect accelerated vesting of one-third of the outstanding time-vested RSUs, pro-rated for the number of days of active service between the last vesting date and the next vesting\n\ndate, in the event of disability of the named executive officer.\n\n(3)Upon the named executive officer’s termination due to disability, a portion of the named executive officer’s performance-vested RSUs will remain outstanding and eligible to vest on the certification date\n\nfollowing the end of the applicable performance period, subject to the achievement of the applicable performance metrics. The portion of the performance-vested RSUs that become vested and earned\n\nwill be pro-rated for the number of days during the applicable performance period in which that the named executive officer was in active service. For purposes of valuing the portion of the named\n\nexecutive officer’s performance-vested RSUs that will remain outstanding and eligible to vest upon a termination due to disability on December 31, 2025, we have assumed the performance metrics\n\nbeing achieved at 100% of target performance at the end of the performance period. This assumption, however, should not be interpreted as our expectation of future performance.\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n61 \n\nPay Versus Performance\n\nThe following table sets forth information concerning: (1) the compensation of our current and former Chief Executive Officers\n\n(Mr. Guilmette and Mr. Scholl) and the average compensation for our other Named Executive Officers, both as reported in the Summary\n\nCompensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under SEC\n\nrules, for each of the fiscal years ended December 31, 2021, 2022, 2023, 2024 and 2025 and (2) and our cumulative total stockholder\n\nreturn (“TSR”), the cumulative TSR of our comparator group (“Comparator Group TSR”), Net Income and Adjusted EBITDA over such\n\nyears in accordance with SEC rules performance for each such fiscal year:\n\nValue of Initial Fixed $100\n\nInvestment Based On:\n\nYear\n\nSummary\n\nCompensation\n\nTable Total for\n\nMr. Guilmette\n\n($)\n\nSummary\n\nCompensation\n\nTable Total for\n\nMr. Scholl\n\n($)\n\nCompensation\n\nActually Paid\n\nto\n\nMr. Guilmette\n\n($)(1)\n\nCompensation\n\nActually Paid\n\nto Mr. Scholl\n\n($)(1)\n\nAverage\n\nSummary\n\nCompensation\n\nTable Total for\n\nNon-CEO\n\nNEOs\n\n($)(2)\n\nAverage\n\nCompensation\n\nActually Paid\n\nto Non-CEO\n\nNEOs\n\n($)(1)(2)\n\nTotal\n\nStockholder\n\nReturn\n\n($)\n\nRussell\n\n2000 Total\n\nStockholder\n\nReturn\n\n($)(3)\n\nNet\n\nIncome\n\n(millions)\n\nAdjusted\n\nEBITDA\n\n(millions)\n\n(4)\n\n2025\n\n$10,645,531\n\n$—\n\n$(4,603,271)\n\n$—\n\n$2,245,726\n\n$(74,053)\n\n$22.60\n\n$116.15\n\n$(3,099)\n\n$561\n\n2024\n\n$7,342,304\n\n$12,875,343\n\n$7,076,705\n\n$5,786,860\n\n$3,751,118\n\n$2,549,857\n\n$77.02\n\n$102.97\n\n$(159)\n\n$556\n\n2023\n\n$7,953,337\n\n$9,817,506\n\n$4,754,799\n\n$4,614,405\n\n$94.46\n\n$92.32\n\n$(362)\n\n$739\n\n2022\n\n$7,265,024\n\n$18,156,044\n\n$2,769,614\n\n$3,353,463\n\n$93\n\n$78.95\n\n$(72)\n\n$659\n\n2021\n\n$55,485,844\n\n$47,919,509\n\n$13,995,216\n\n$6,505,670\n\n$120\n\n$99.23\n\n$(73)\n\n$621\n\n(1)The following individuals are our other named executive officers for each fiscal year. Mr Scholl ceased to be an executive officer on August 20, 2024, and then separated from the Company effective\n\nFebruary 20, 2025:\n\nYear\n\nThen-Current CEO\n\nFormer CEO\n\nNon-CEO NEOs\n\n2025\n\nDavid D. Guilmette\n\nJeremy J. Heaton, Donna G. Dorsey, Deepika Duggarila, Allison P. Bassiouni, David Essary\n\n2024\n\nDavid D. Guilmette\n\nStephan D. Scholl\n\nKatie J. Rooney, Gregory R. Goff, Martin T. Felli, Dinesh V. Tulsiani, Jeremy J. Heaton, Michael J. Rogers\n\n2025\n\nStephan D. Scholl\n\nKatie J. Rooney, Gregory A. George, Martin T. Felli, Gregory R. Goff, Cesar Jelvez\n\n2024\n\nStephan D. Scholl\n\nKatie J. Rooney, Gregory R. Goff, Cesar Jelvez, Dinesh V. Tulsiani\n\n2023\n\nStephan D. Scholl\n\nKatie J. Rooney, Gregory R. Goff, Cesar Jelvez, Cathinka E. Wahlstrom, Colin F. Brennan\n\n(2)Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, adjusted as follows:\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n62  2026 PROXY STATEMENT\n\n2025\n\nAdjustments\n\nMr. Guilmette\n\nAverage non-CEO\n\nNEOs\n\nSummary Compensation Table Total\n\n$10,645,531\n\n$2,245,726\n\nSubtract: Reported value under the “Stock Awards” columns in the\n\nSummary Compensation Table for applicable FY\n\n$(9,588,062)\n\n$(1,704,209)\n\nAdd: Fair value of unvested awards granted during applicable FY end\n\n$—\n\n$533,067\n\nAdd: Fair value of awards granted during applicable FY that vested\n\nduring applicable FY, determined as of Vesting Date\n\n$364,041\n\n$—\n\nAdd/Subtract: Change in fair value of outstanding and unvested awards\n\n$—\n\n$(1,061,905)\n\nAdd/Subtract: Change in fair value of awards granted during prior FY\n\nthat vested during applicable FY\n\n$(608,123)\n\n$(86,732)\n\nSubtract: Fair value of awards that failed to meet vesting conditions\n\nduring applicable FY, determined as of end of prior FY\n\n$(5,416,657)\n\n$—\n\nTOTAL ADJUSTMENTS\n\n$(5,660,740)\n\n$(615,570)\n\nCompensation Actually Paid\n\n$(4,603,271)\n\n$(74,053)\n\n(3)TSR in fiscal year 2021 is cumulative for the measurement period beginning on July 6, 2021, our first day of trading following the Business Combination, and ending on December 31, 2021. TSR in\n\nfiscal years 2022, 2023, 2024 and 2025 covers the period beginning January 1 and ending December 31 of each year. TSR values are calculated in accordance with Item 201(e) of Regulation S-K,\n\nassuming an initial investment of $100. The Russell 2000 Index is the index we use in our Annual Report pursuant to Item 201(e) of Regulation S-K, reflecting our belief that we cannot reasonably\n\nidentify an industry index or specific peer group that would offer a meaningful comparison.\n\n(4)“Adjusted EBITDA” is defined as earnings before interest, taxes, depreciation, and intangible amortization adjusted for the impact of certain non-cash and other items that we do not consider in the\n\nevaluation of ongoing operational performance. Appendix B to this Proxy Statement includes a reconciliation of such non-GAAP financial measures to the most directly comparable financial measures\n\nprepared in accordance with GAAP. The Company selected Adjusted EBITDA as the most important financial measure it used to link Company performance to CAP to our PEO and Non-PEO NEOs in\n\n2025. This performance measure may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most\n\nimportant financial performance measure in future years.\n\nDescription of the Relationship Between Pay and Performance\n\nRelationship between Financial Performance Measures\n\nThe line graphs below compare (i) the compensation actually paid to our current and former Chief Executive Officers\n\n(Mr. Guilmette and Mr. Scholl) and the average of the compensation actually paid to our remaining NEOs, with (ii) our cumulative TSR,\n\n(iii) the Comparator Group TSR, (iv) our Net Income, and (v) our Adjusted EBITDA, in each case, for the fiscal years ended\n\nDecember 31, 2021, 2022, 2023, 2024 and 2025.\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n63 \n\nTSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested.\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n64  2026 PROXY STATEMENT\n\nPay Versus Performance Tabular List\n\nThe following performance measures represent the most important performance measures used by us to link compensation actually\n\npaid to our NEOs to performance for Fiscal 2025:\n\n•Adjusted EBITDA;\n\n•Revenue; and,\n\n•BPaaS Revenue.\n\nAll information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference in any\n\nfiling of our Company under the Securities Act, whether made before or after the date hereof and irrespective of any general\n\nincorporation language in such filing.\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n65 \n\nEquity Compensation Plan Information\n\nThe following table sets forth information about our existing equity compensation plans (including individual compensation\n\narrangements) as of December 31, 2025.\n\nPLAN CATEGORY\n\nNUMBER OF SECURITIES\n\nTO BE ISSUED UPON\n\nEXERCISE OF\n\nOUTSTANDING\n\nOPTIONS, WARRANTS\n\nAND RIGHTS(2)\n\nWEIGHTED-AVERAGE\n\nEXERCISE PRICE OF\n\nOUTSTANDING\n\nOPTIONS,\n\nWARRANTS AND\n\nRIGHTS(3)\n\nNUMBER OF SECURITIES\n\nREMAINING AVAILABLE\n\nFOR FUTURE ISSUANCE\n\nUNDER EQUITY\n\nCOMPENSATION PLANS\n\n(EXCLUDING\n\nSECURITIES REFLECTED\n\nIN COLUMN 1)(4)\n\nEquity Compensation plans\n\napproved by security holders(1)\n\n14,658,750\n\n—\n\n186,311,237\n\nEquity compensation plans not\n\napproved by security holders\n\n—\n\n—\n\n—\n\nTotal\n\n14,658,750\n\n—\n\n186,311,237\n\n(1)Includes our 2021 Plan and 2022 Employee Stock Purchase Plan (“2021 ESPP”).\n\n(2)Amounts reported include the number of shares to be issued pursuant to 7,617,889 outstanding time-vested RSUs and 7,040,861 outstanding performance-vested RSUs that were granted under the\n\n2021 Plan, assuming achievement of the performance levels for purposes of the performance-vested RSUs at target performance. The number of shares, if any, to be issued pursuant to the\n\noutstanding performance-vested RSUs will be determined upon the actual achievement of the predetermined performance goals related to our performance over the three-year performance period.\n\n(3)The outstanding time-vested and performance-vested RSUs do not have exercise prices.\n\n(4)Calculated based on the number of shares authorized and available for issuance under the 2021 Plan, less (a) shares issued in connection with the settlement of vested RSUs and (b) shares expected\n\nto be issued in the future upon the vesting and settlement of outstanding RSUs. The 2021 Plan provides for an authorized share pool of 92,267,687 shares of Class A common stock that may be issued\n\npursuant to awards granted thereunder, and the 2021 ESPP provides for an authorized share pool of 13,461,281 shares of Class A common stock that may be issued pursuant to rights granted under\n\nthe 2021 ESPP. The 186,308,910 figure in the table reflects the potential number of aggregate shares remaining as of December 31, 2025 which could be issued pursuant to future awards under the\n\n2021 Plan of (in an amount equal to 161,323,933 shares remaining) and pursuant to future issuances under the 2021 ESPP (in an amount equal to 24,987,304 shares remaining). As of December 31,\n\n2025, there were no shares subject to purchase pursuant to outstanding rights under the 2021 ESPP. Note that the following shares may return to the 2021 Plan and be available for issuance in\n\nconnection with a future award: (i) shares covered by an award that expires or otherwise terminates without having been exercised in full; (ii) shares that are forfeited or awards which are canceled and\n\nregranted in accordance with the terms of the 2021 Plan; (iii) shares covered by an award that may only be settled in cash per the terms of the award which do not count against the 2021 Plan’s award\n\npool; (iv) shares withheld to cover payment of an exercise price or cover applicable tax withholding obligations; and (v) shares tendered to cover payment of an exercise price. Pursuant to the terms of\n\nthe 2021 Plan, the number of shares available for issuance pursuant to awards granted thereunder will be automatically increased on the first day of each fiscal year following 2023 in an amount equal\n\nto the lesser of (x) 26,922,562 shares of Class A common stock, (y) 5% of the total number of shares of Class A common stock and shares of Class V common stock outstanding on the last day of the\n\nimmediately preceding fiscal year, and (z) a lower number of shares of Class A common stock as determined by the Board. Additionally, pursuant to the terms of the ESPP, the number of shares\n\navailable for issuance pursuant to rights granted thereunder will be automatically increased on the first day of each fiscal year following 2022 in an amount equal to the lesser of (x) 1% of the total\n\nnumber of shares of Class A common stock and Class V common stock outstanding on the last day of the immediately preceding fiscal year and (y) a lower number of shares of Class A common stock\n\nas determined by the Board.\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n66  2026 PROXY STATEMENT\n\nPROPOSAL No. 2\n\nRatification of\n\nAppointment of\n\nIndependent Registered\n\nPublic Accounting Firm\n\nProposal\n\nWe are asking our stockholders to ratify the Audit Committee’s appointment of EY as our independent registered public accounting firm\n\nfor the fiscal year ending December 31, 2026.\n\nThe affirmative vote of the holders of a majority of the votes cast either virtually during the annual meeting or represented by proxy at\n\nthe annual meeting will be required to ratify the selection by our Audit Committee of EY for our fiscal year ending December 31, 2026.\n\nAbstentions will not be counted as votes cast on this proposal.\n\nBoard Recommendation\n\nThe Board unanimously recommends that you vote “FOR” the ratification of the selection by our Audit Committee of EY as the\n\nCompany’s independent registered public accounting firm.\n\nThe Audit Committee annually reviews the independent registered public accounting firm’s independence, including reviewing all\n\nrelationships between the independent registered public accounting firm and us and any disclosed relationships or services that may\n\nimpact the objectivity and independence of the independent registered public accounting firm, and the independent registered public\n\naccounting firm’s performance. Although ratification is not required by our By-laws or otherwise, the Board is submitting the selection of\n\nEY to our stockholders for ratification as a matter of good corporate practice. If the selection is not ratified, the Audit Committee will\n\nconsider whether it is appropriate to select another independent registered public accounting firm. Even if the selection is ratified, the\n\nAudit Committee in its discretion may select a different registered public accounting firm at any time during the year if the Audit\n\nCommittee determines that such a change would be in the best interests of the Company and our stockholders.\n\nWe expect that a representative of EY will attend the Annual Meeting and the representative will have an opportunity to make a\n\nstatement if he or she so chooses. The representative will also be available to respond to appropriate questions from stockholders.\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n67 \n\nAudit, Audit-Related, Tax and All Other Fees\n\nThe following table presents fees billed for professional audit services and other services rendered to Alight, Inc. by EY for the fiscal\n\nyears ended December 31, 2025 and 2024 (in thousands):\n\n2025\n\n2024\n\nAudit Fees(1)\n\n$3,693,500\n\n$3,912,000\n\nAudit-Related Fees(2)\n\n$65,000\n\n$62,000\n\nTax Fees(3)\n\n$—\n\n$—\n\nAll Other Fees(4)\n\n$3,600\n\n$4,000\n\nTotal\n\n$3,762,100\n\n$3,978,000\n\n(1)Includes fees for audits of Alight’s annual financial statements, reviews of interim financial statements included in the quarterly reports, audits relating to carve-out financial statements, comfort letters,\n\nconsents and services that are normally provided in connection with statutory and regulatory filings, including review of documents filed with the SEC.\n\n(2)Includes fees billed for professional services rendered related to certain benefit plans.\n\n(3)Includes fees for tax compliance and tax consultations.\n\n(4)Other Fees consist of an annual license fee for accounting research software.\n\nAll audit-related services, tax services, and other non-audit services were pre-approved by the Audit Committee, which concluded that\n\nthe provision of such services by EY was compatible with the maintenance of that firm’s independence in the conduct of its auditing\n\nfunctions. The Audit Committee charter provides for pre-approval of audit, audit-related, and tax services specifically described by the\n\nAudit Committee on an annual basis, except for the non-audit services specifically excepted from pre-approval in the Audit Committee\n\ncharter. The Audit Committee has established procedures in place for pre-approval, including the delegation of pre-approval to\n\nindividual members of the Audit Committee, provided that any such pre-approvals are presented to the full Committee at its next\n\nscheduled meeting.\n\nAudit Committee Report\n\nThe Audit Committee operates under a written charter, a copy of which is available on our investor website at investor.alight.com under\n\nthe heading “Governance – Governance documents.” This report reviews the actions taken by the Audit Committee in accordance with\n\nits charter and in connection with the Company’s consolidated financial statements for the year ended December 31, 2025.\n\nIn fulfilling its responsibilities, the Audit Committee has:\n\n•reviewed and discussed the audited financial statements with management. These discussions included a discussion of the\n\nquality, rather than just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity\n\nof disclosures in the financial statements;\n\n•discussed with the Company’s independent registered public accounting firm, EY, the matters required to be discussed by Public\n\nCompany Accounting Oversight Board (“PCAOB”) Auditing Standard No. 1301, Communications with Audit Committees; and\n\n•received the written disclosures and the letter from EY as required by PCAOB Ethics and Independence Rule 3526,\n\nCommunication with Audit Committees Concerning Independence, and the Audit Committee discussed with EY that firm’s\n\nindependence.\n\nBased on the review and discussions with the Company’s management and the independent registered public accounting firm, as set\n\nforth above, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual\n\nReport for filing with the SEC.\n\nMembers of the Audit Committee:\n\nSiobhan Nolan Mangini, Chair\n\nMichael E. Hayes\n\nRobert A. Lopes, Jr.\n\nRobert A. Schriesheim\n\nDenise Williams\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n68  2026 PROXY STATEMENT\n\nPROPOSAL No. 3\n\nTo Approve, on an Advisory (Non-\n\nBinding) Basis, the 2025\n\nCompensation Paid to Our Named\n\nExecutive Officers\n\nBackground\n\nPursuant to Section 14A of the Exchange Act, we are requesting that stockholders approve, on an advisory (non-binding) basis, the\n\ncompensation of our named executive officers as disclosed in this Proxy Statement. This proposal, commonly known as a “Say-on-Pay\n\nVote,” gives our stockholders the opportunity to express their views on our named executive officers’ compensation. The Say-on-Pay\n\nVote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers\n\nand the philosophy, policies and practices described in this Proxy Statement.\n\nWe encourage our stockholders to review the “Executive Compensation” section of this Proxy Statement for more information.\n\nAs an advisory approval, this proposal is not binding upon us or our Board. However, the Compensation Committee, which is\n\nresponsible for the design and administration of our executive compensation program, values the opinions of our stockholders\n\nexpressed through your vote on this proposal. The Board and Compensation Committee will carefully consider the outcome of this vote\n\nin making future compensation decisions for our named executive officers.\n\nAt the Company’s 2022 annual meeting of stockholders, our stockholders indicated their preference to hold the non-binding stockholder\n\nvote to approve the compensation of our named executive officers each year. Accordingly, the Company currently intends to hold such\n\nvotes annually, with the next advisory approval of named executive officer compensation occurring at our 2027 annual meeting of\n\nstockholders. The next vote to approve the frequency of advisory votes to approve compensation of our named executive officers is\n\nexpected to be held at the Company’s 2028 annual meeting of stockholders.\n\nStockholders are asked to vote on the following resolution:\n\n“RESOLVED, that the stockholders of Alight, Inc. approve, on an advisory (non-binding) basis, the 2025 compensation\n\nof Alight, Inc.’s named executive officers as described in the Summary Compensation Table and related compensation\n\ntables and narrative disclosure set forth in Alight, Inc.’s Proxy Statement for the Annual Meeting of Stockholders.”\n\nBoard Recommendation\n\nOur Board unanimously recommends a vote “FOR” the resolution to approve, on an advisory (non-binding) basis, the 2025\n\ncompensation of our named executive officers as described in the Summary Compensation Table and related compensation tables and\n\nnarrative disclosure set forth in this Proxy Statement.\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n69 \n\nPROPOSAL No. 4\n\nTo Approve an Amendment to\n\nthe Alight Charter to Declassify\n\nthe Board\n\nBackground\n\nUnder our current Charter and Bylaws, our Board is divided into three classes. Directors in each class serve on the Board until the third\n\nsucceeding annual meeting of stockholders after their election, such that the term of office of one class expires at each annual meeting.\n\nThe Board believes that the classified board structure served the Company well as a newly public company by promoting continuity and\n\nstability, and encouraging a long-term perspective on the part of directors, and was beneficial in the event of an unsolicited takeover\n\nattempt. However, the Board now feels, given the Company's continued transformation, that a classified board structure is no longer\n\nnecessary. A declassified board will enable the Company's stockholders to express a view on each director's performance by means of\n\nan annual vote and will support the Company's ongoing efforts to maintain \"best practices\" in corporate governance.\n\nProposal 4 would amend the Alight Charter to begin declassification of our Board at our 2027 annual meeting of stockholders (the “2027\n\nAnnual Meeting”). Directors elected at this Annual Meeting will be elected to three-year terms expiring at the annual meeting of\n\nstockholders held in 2029 (the “2029 Annual Meeting”). If Proposal 4 is approved, then, beginning with the class of directors standing for\n\nelection at the 2027 Annual Meeting, directors will be elected to one-year terms of office. Directors currently serving terms that expire at\n\nthe annual meetings of stockholders to be held in 2027 and 2028 will (subject to their earlier resignation or removal) serve the\n\nremainder of their respective terms, and thereafter they or their successors will be elected to one-year terms. At the 2029 Annual\n\nMeeting and annual meetings thereafter, all directors will stand for election annually, and the Board will no longer be classified. Any\n\ndirector appointed to fill a vacancy, or to fill newly created director positions resulting from an increase in the number of directors, before\n\nthe 2029 Annual Meeting will be appointed for a term expiring upon the expiration of the term of the director whose place is filled, or if\n\nappointed to fill a newly created director position, for a term expiring upon the next election of the class to which such director was\n\nappointed. Our Board also has approved certain conforming changes to our By-laws, contingent on the effectiveness of these proposed\n\namendments to the Alight Charter.\n\nDelaware law provides, unless otherwise addressed in the certificate of incorporation, that members of a board that is classified may be\n\nremoved only for cause. The Alight Charter currently provides that a director may be removed only for cause and only upon the\n\naffirmative vote of the holders of at least 66 2/3% of the total voting power of all the then outstanding shares of Company stock entitled\n\nto vote generally in the election of directors, voting together as a single class. The proposed amendments to the Alight Charter provide\n\nthat, from and after the 2027 Annual Meeting, any director elected to a one-year term may be removed either with or without cause with\n\nthe affirmative vote of the holders of at least 66 2/3% of the total voting power of all the then outstanding shares of Company stock\n\nentitled to vote generally in the election of directors, voting together as a single class. All other directors may be removed only for cause\n\nand only upon the affirmative vote of the holders of at least 66 2/3% of the total voting power of all the then outstanding shares of\n\nCompany stock entitled to vote generally in the election of directors, voting together as a single class.\n\nThis description of the proposed amendments to the Alight Charter is qualified in its entirety by reference to the text of the amendments\n\nwhich is included in Appendix A to this Proxy Statement.\n\nIn proposing these amendments to the Alight Charter and seeking to evolve our governance structure, our Board has considered\n\nfeedback from our stockholders and evolving governance practices. Our Board unanimously concluded, on the recommendation of the\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n70  2026 PROXY STATEMENT\n\nNominating and Corporate Governance Committee, that the proposed changes contemplated by this Proposal 4 are advisable and in\n\nthe best interest of Alight and our stockholders.\n\nIf this Proposal 4 is approved by the requisite vote of our stockholders at the Annual Meeting, all of the proposed amendments to the\n\nAlight Charter set forth on Appendix A would become effective upon the filing of a certificate of amendment with the Secretary of State\n\nof the State of Delaware, which we would file promptly following the Annual Meeting if our stockholders approve the amendments.\n\nIf this Proposal 4 is not approved by the requisite votes of our stockholders at the Annual Meeting, the amendments to the Alight\n\nCharter described in this Proposal 4 would not become effective and the provisions that require a classified Board would continue to\n\napply.\n\nThe Board reserves the right to elect to abandon the amendments contemplated by Proposal 4, if it determines, in its sole discretion,\n\nthat the amendments are no longer in the best interests of the Company and its stockholders.\n\nThe amendments to the Alight Charter to declassify our Board require the affirmative vote of at least 66 2/3% of the total\n\nvoting power of all the then outstanding shares of Voting Common Stock, voting together as single class.\n\nBoard Recommendation\n\nOur Board unanimously recommends a vote “FOR” the resolution to amend the Alight Charter to declassify the Board.\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n71 \n\nPROPOSAL No. 5\n\nTo Approve an Amendment to\n\nthe Alight Charter to Extend\n\nExculpatory Protection to Certain\n\nAlight Officers\n\nBackground\n\nPursuant to and consistent with Section 102(b)(7) of the DGCL, our Charter limits the monetary liability of our directors to the fullest\n\nextent permitted by the DGCL. Effective August 1, 2022, Section 102(b)(7) of the DGCL was amended to enable a corporation to\n\ninclude in its certificate of incorporation a provision to eliminate or limit monetary liability of certain corporate officers, or exculpation, for\n\ndirect claims brought by stockholders for breach of the fiduciary duty of care. As amended, Section 102(b)(7) of the DGCL authorizes\n\ncorporations to provide for exculpation of the following officers: (i) the corporation’s president, chief executive officer, chief operating\n\nofficer, chief financial officer, chief legal officer, controller, treasurer or chief accounting officer; (ii) “named executive officers” identified in\n\nthe corporation’s SEC filings; and (iii) other individuals who have agreed to be identified as officers of the corporation.\n\nSection 102(b)(7) of the DGCL, as amended, only permits, and this Proposal 5 would only permit, the exculpation of certain officers in\n\nconnection with direct claims brought by stockholders, including class actions, but would not eliminate officers’ monetary liability for\n\nbreach of fiduciary duty claims brought by Alight itself or for derivative claims brought by stockholders in the name of Alight. In addition,\n\nthis Proposal 5 would not limit the liability of officers for any breach of the duty of loyalty to Alight or its stockholders, any acts or\n\nomissions not in good faith or which involve intentional misconduct or a knowing violation of the law, or any transaction from which the\n\nofficer derived an improper personal benefit. The Alight Charter currently provides for the exculpation of directors, but it does not include\n\na provision that allows for the exculpation of officers.\n\nRationale for the Amendment and Factors to Consider\n\nOur Board of Directors believes that it is important to provide protection from certain liabilities and expenses in order to attract and\n\nretain officers. As with directors, officers frequently must make decisions in response to time-sensitive opportunities and challenges,\n\nwhich can create substantial risk of investigations, claims, actions, suits or proceedings seeking to impose liability on the basis of\n\nhindsight. In the absence of the proposed amendment to the Alight Charter, candidates might be deterred from serving as officers due\n\nto exposure to personal liability in an environment with increasing litigation and the risk that substantial expense will be incurred in\n\ndefending lawsuits, regardless of merit. A number of our peers have adopted, and we expect that others will adopt, similar exculpation\n\nclauses that limit the personal liability of officers in their respective certificates of incorporation. Failing to adopt this Proposal 5 could\n\nimpact our recruitment and retention of officer candidates. The proposed amendment would also more closely align the protections\n\navailable to our officers with those already available to our directors.\n\nOur Board also took into account recent case law, the narrow class and type of claims from which such officers would be exculpated\n\nfrom liability pursuant to DGCL Section 102(b)(7), the limited number of our officers that would be impacted and the benefits our Board\n\nbelieves would accrue to Alight by providing exculpation in accordance with DGCL Section 102(b)(7), including the ability to further\n\nenable our officers to best exercise their business judgment in furtherance of the best interests of stockholders without the potential for\n\ndistraction posed by the risk of personal liability. After weighing these considerations, our Board approved and declared it advisable to\n\nadopt, subject to stockholder approval, the proposed amendment to provide for exculpation of certain officers of Alight as permitted by\n\nrecent amendments to Delaware law.\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n72  2026 PROXY STATEMENT\n\nThis Proposal 5 would also amend the Alight Charter to provide that no subsequent amendment to or repealing of the exculpation\n\nprovision will eliminate, reduce or adversely affect any limitation on the personal liability of officers under the provision existing prior to\n\nsuch amendment. This Proposal 5 would additionally amend the Alight Charter to provide that if the DGCL is later amended to authorize\n\nfurther elimination or limitation of the personal liability of officers, then the liability of an officer of Alight will be eliminated or limited to the\n\nfullest extent permitted by the DGCL as so amended.\n\nThe description of the proposed amendments and the applicable provisions of the DGCL contained herein are summaries and are\n\nqualified in their entirety by the text of the amendment to the Alight Charter included in Appendix B to this proxy statement and the full\n\ntext of the applicable provisions of the DGCL.\n\nOur Board unanimously concluded, on the recommendation of the Nominating and Corporate Governance Committee, that the\n\nproposed changes contemplated by this Proposal 5 are advisable and in the best interest of Alight and our stockholders.\n\nIf this Proposal 5 is approved by the requisite vote of our stockholders at the Annual Meeting, all of the proposed amendments to the\n\nCertificate of Incorporation set forth on Appendix B would become effective upon the filing of a certificate of amendment with the\n\nSecretary of State of the State of Delaware, which we would file promptly following the Annual Meeting if our stockholders approve the\n\namendments.\n\nIf this Proposal 5 is not approved by the requisite votes of our stockholders at the Annual Meeting, the amendments to the Alight\n\nCharter described in this Proposal 5 would not become effective and the exculpatory provisions in the current Alight Charter would\n\nremain applicable only to the Company’s directors.\n\nThe Board reserves the right to elect to abandon the amendments contemplated by Proposal 5, if it determines, in its sole discretion,\n\nthat the amendments are no longer in the best interests of the Company and its stockholders.\n\nThe amendments to the Alight Charter to extend exculpatory protection to certain Alight officers require the affirmative vote of\n\nthe holders of at least a majority of the total voting power of all the then outstanding shares of Voting Common Stock, voting\n\ntogether as a single class.\n\nBoard Recommendation\n\nOur Board unanimously recommends a vote “FOR” the resolution to amend the Alight Charter to extend exculpatory protection to\n\ncertain officers pursuant to Section 102(b)(7) of the DGCL.\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n73 \n\nPROPOSAL No. 6\n\nTo Approve Alternate Amendments\n\nto the Alight Charter to Allow the\n\nCompany to Effect the Reverse Stock\n\nSplits and Corresponding Decreases\n\nin Authorized Shares\n\nBackground and Purpose\n\nThe Company’s Class A common stock is listed on the NYSE. In order for our Class A common stock to continue trading on the NYSE,\n\nthe Company must comply with various listing standards, including that the Company maintain a minimum average closing price of at\n\nleast $1.00 per share of Class A common stock during a consecutive 30 trading-day period.\n\n•On March 24, 2026, the Company received notice from the NYSE that the average closing price per share of our Class A\n\ncommon stock during the consecutive 30 trading-day period ended March 20, 2026 had fallen below this price criteria of the\n\ncontinued listing standards, and that failure to comply with this listing requirement may lead to delisting from the NYSE.\n\n•On March 27, 2026, the Company (i) issued a press release and filed a Current Report on Form 8-K with the SEC announcing\n\nthat it has received the NYSE notice, and (ii) notified the NYSE of its commitment to cure the price deficiency and to return to\n\ncompliance with the continued listing standards.\n\nThe Company can regain compliance (and therefore avoid delisting) during the six-month cure period from the NYSE’s notification,\n\nwhich would require that on the last trading day of any calendar month during such period, the closing price of the Class A common\n\nstock is at least $1.00 per share and the average closing price of Class A common stock is at least $1.00 per share over the\n\nconsecutive 30 trading-day period ending on the last trading day of such month. During this period, the Class A common stock will\n\ncontinue to be traded on the NYSE, subject to compliance with other continued listing standards. One method companies use to regain\n\ncompliance is to effect a reverse stock split of the issued shares, which results in a reduction of the outstanding number of shares and\n\nis thereby expected to result in an increase in the per share trading price. \n\nThe Company also has outstanding shares of Class B non-voting common stock (including outstanding shares of series of Class B-1\n\ncommon stock and Class B-2 common stock), and Class V common stock.  Under the Company’s existing Charter, if the Company\n\ncombines the shares of any class of Company common stock into a lesser number of shares, the shares of each other class of common\n\nstock outstanding immediately prior to such combination shall be proportionately similarly combined such that the ratio of shares of\n\noutstanding Class B non-voting common stock, Class V common stock and Class Z non-voting common stock, respectively, to shares\n\nof outstanding Class A common stock immediately prior to such combination shall be maintained immediately after such combination.\n\nStockholders are being asked to consider the approval and adoption of a series of four alternative amendments to the Alight Charter,\n\neach providing for a reverse stock split (the “Reverse Stock Split”) of each of the Company’s Class A common stock, Class B non-voting\n\ncommon stock (including the outstanding series of Class B-1 common stock and Class B-2 common stock) and Class V common stock\n\n(which represent the only classes and series of the Company’s stock that are outstanding) as set forth herein and, simultaneously with\n\nthe Reverse Stock Split, to amend the Alight Charter to correspondingly decrease (i) the total number of authorized shares of capital\n\nstock the Company and (ii) the number of authorized shares of each of the Company’s Class A common stock, Class B non-voting\n\ncommon stock (including the series of Class B-1 common stock, Class B-2 common stock and Class B-3 common stock), Class V\n\ncommon stock and Class Z non-voting common stock (including the series of Class Z-A common stock, Class Z-B-1 common stock and\n\nClass Z-B-2 common stock).\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n74  2026 PROXY STATEMENT\n\nOn April 15, 2026, the Board adopted resolutions:\n\n(1) approving and declaring advisable a series of four alternative amendments to the Company’s Certificate of Incorporation to\n\neffect, at the discretion of the Board, the Reverse Stock Split, with each amendment containing one of the following reverse stock split\n\nratios: 1-for-10, 1-for-20, 1-for-30 and 1-for-40 (each, a “Reverse Stock Split Ratio”), and simultaneously with such Reverse Stock Split,\n\nto effect a corresponding decrease in (i) the total authorized number of shares from 1,218,900,000 to 122,790,000, 61,895,000,\n\n41,596,672 or 31,447,500, respectively, and (ii) the number of authorized shares of\n\n(a) Class A common stock from 1,000,000,000 to 100,000,000, 50,000,000, 33,333,334 or 25,000,000, respectively,\n\n(b) Class B non-voting common stock from 30,000,000 to 3,000,000, 1,500,000, 1,000,002 or 750,000, respectively\n\n(representing 1,000,000, 500,000, 333,334 or 250,000 shares of Class B-1 common stock, respectively, 1,000,000, 500,000,\n\n333,334 or 250,000 shares of Class B-2 common stock, respectively, and 1,000,000, 500,000, 333,334 or 250,000 shares of\n\nClass B-3 common stock, respectively),\n\n(c) Class V common stock from 175,000,000 to 17,500,000, 8,750,000, 5,833,334 or 4,375,000, respectively, and\n\n(d) Class Z non-voting common stock from 12,900,000 to 1,290,000, 645,000, 430,002 or 322,500 (representing\n\n1,150,000, 575,000, 383,334 or 287,500 shares of Class Z-A common stock, respectively, 70,000, 35,000, 23,334 or 17,500\n\nshares of Class Z-B-1 common stock, respectively, and 70,000, 35,000, 23,334 or 17,500 shares of Class Z-B-2 common\n\nstock, respectively) (each of the Reverse Stock Splits, together with the corresponding decreases in the number of authorized\n\nshares, collectively, the “Reverse Stock Split Amendments”);\n\n(2) directing that the Reverse Stock Split Amendments as set forth in the Form of RSS Certificate of Amendment (as defined\n\nbelow) be submitted to the holders of Class A common stock and Class V common stock for their approval and adoption; and\n\n(3) recommending that the holders of Class A common stock and Class V common stock approve and adopt each of the\n\nReverse Stock Split Amendments.\n\nThe actual number of authorized shares of Class A common stock, Class B non-voting common stock  (including the series of Class B-1\n\ncommon stock, Class B-2 common stock and Class B-3 common stock), Class V common stock and Class Z non-voting common stock\n\n(including the series of Class Z-A common stock, Class Z-B-1 common stock and Class Z-B-2 common stock) after giving effect to the\n\nReverse Stock Split, if and when effected, will depend on the Reverse Stock Split Ratio that the Board ultimately determines to effect\n\n(the “Final Reverse Stock Split Ratio”). The tables below show the Reverse Stock Split Ratio, the number of total authorized shares,\n\nand the number of authorized shares of each class of common stock (and series thereof, as applicable) for each of the four alternative\n\namendments, identified as Reverse Stock Split Amendments A, B, C and D:\n\nVoting Common Stock - Class A Common Stock and Class V Common Stock\n\nReverse\n\nStock Split\n\nAmendment\n\nReverse\n\nStock Split\n\nRatio\n\nAuthorized Class A\n\nCommon Stock\n\nBefore Amendment\n\nAuthorized Class A\n\nCommon Stock\n\nAfter Amendment\n\nAuthorized Class V\n\nCommon Stock\n\nBefore Amendment\n\nAuthorized Class V\n\nCommon Stock\n\nAfter Amendment\n\nA\n\n1:10\n\n1,000,000,000\n\n100,000,000\n\n175,000,000\n\n17,500,000\n\nB\n\n1:20\n\n1,000,000,000\n\n50,000,000\n\n175,000,000\n\n8,750,000\n\nC\n\n1:30\n\n1,000,000,000\n\n33,333,334\n\n175,000,000\n\n5,833,334\n\nD\n\n1:40\n\n1,000,000,000\n\n25,000,000\n\n175,000,000\n\n4,375,000\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n75 \n\nNon-Voting Common Stock - Class B Common Stock and Class Z Common Stock\n\nReverse\n\nStock Split\n\nAmendment\n\nReverse\n\nStock Split\n\nRatio\n\nAuthorized\n\nClass B-1\n\nCommon\n\nStock Before\n\nAmendment\n\nAuthorized\n\nClass B-1\n\nCommon\n\nStock After\n\nAmendment\n\nAuthorized\n\nClass B-2\n\nCommon\n\nStock Before\n\nAmendment\n\nAuthorized\n\nClass B-2\n\nCommon\n\nStock After\n\nAmendment\n\nAuthorized\n\nClass B-3\n\nCommon\n\nStock Before\n\nAmendment\n\nAuthorized\n\nClass B-3\n\nCommon\n\nStock After\n\nAmendment\n\nA\n\n1:10\n\n10,000,000\n\n1,000,000\n\n10,000,000\n\n1,000,000\n\n10,000,000\n\n1,000,000\n\nB\n\n1:20\n\n10,000,000\n\n500,000\n\n10,000,000\n\n500,000\n\n10,000,000\n\n500,000\n\nC\n\n1:30\n\n10,000,000\n\n333,334\n\n10,000,000\n\n333,334\n\n10,000,000\n\n333,334\n\nD\n\n1:40\n\n10,000,000\n\n250,000\n\n10,000,000\n\n250,000\n\n10,000,000\n\n250,000\n\nReverse\n\nStock Split\n\nAmendment\n\nReverse\n\nStock Split\n\nRatio\n\nAuthorized\n\nClass Z-A\n\nCommon\n\nStock Before\n\nAmendment\n\nAuthorized\n\nClass Z-A\n\nCommon\n\nStock After\n\nAmendment\n\nAuthorized\n\nClass Z-B-1\n\nCommon\n\nStock Before\n\nAmendment\n\nAuthorized\n\nClass Z-B-1\n\nCommon\n\nStock After\n\nAmendment\n\nAuthorized\n\nClass Z-B-2\n\nCommon\n\nStock Before\n\nAmendment\n\nAuthorized\n\nClass Z-B-2\n\nCommon\n\nStock After\n\nAmendment\n\nA\n\n1:10\n\n11,500,000\n\n1,150,000\n\n700,000\n\n70,000\n\n700,000\n\n70,000\n\nB\n\n1:20\n\n11,500,000\n\n575,000\n\n700,000\n\n35,000\n\n700,000\n\n35,000\n\nC\n\n1:30\n\n11,500,000\n\n383,334\n\n700,000\n\n23,334\n\n700,000\n\n23,334\n\nD\n\n1:40\n\n11,500,000\n\n287,500\n\n700,000\n\n17,500\n\n700,000\n\n17,500\n\nThe Company also has 1,000,000 authorized shares of preferred stock, par value $0.0001 per share, which will not be affected by the\n\nReverse Stock Split Amendments.\n\nUpon receiving stockholder approval of the Reverse Stock Split Amendments as set forth in the Form of RSS Certificate of Amendment,\n\nthe Board will have the authority, but not the obligation, in its sole discretion, at any time on or prior to June 10, 2027, to elect without\n\nfurther action on the part of the Company’s stockholders, as it determines to be in the best interests of the Company and its\n\nstockholders, whether to effect the Reverse Stock Split and, if so, to determine the Final Reverse Stock Split Ratio from Reverse Stock\n\nSplit Amendments A, B, C or D set forth above. Depending on the selected Final Reverse Stock Split Ratio,\n\n•10, 20, 30 or 40 issued shares (including treasury shares) of Class A common stock will be combined into one share of Class A\n\ncommon stock, \n\n•10, 20, 30 or 40 issued shares (including treasury shares) of Class B-1 common stock and Class B-2 common stock will be\n\ncombined into one share of Class B-1 common stock or Class B-2 common stock, as applicable, and\n\n•10, 20, 30 or 40 issued shares (including treasury shares) of Class V common stock will be combined into one share of Class\n\nV common stock.\n\nThe number of issued shares of Class A common stock, Class B non-voting common stock (including the series B-1 common stock and\n\nseries B-2 common stock) and Class V common stock (including treasury shares) will therefore be decreased by an amount based\n\nupon the Final Reverse Stock Split Ratio determined by the Board. In no event will the Reverse Stock Split Amendments occur with\n\nrespect to only Class A common stock, only Class B non-voting common stock, only Class V common stock or only Class Z non-voting\n\ncommon stock. The Reverse Stock Split Amendments, if and when effected, will become effective as to all of the Class A common\n\nstock, Class B non-voting common stock (by the reclassification of the Class B-1 common stock and the Class B-2 common stock), and\n\nClass V common stock at the same Final Reverse Stock Split Ratio (see “Purposes of the Reverse Stock Split Amendments” below).\n\nNo fractional shares will be issued as a result of the Reverse Stock Split (see “Fractional Shares” below).\n\nIf the Reverse Stock Split Amendments as set forth in the Form of RSS Certificate of Amendment are approved by our stockholders and\n\nthe Board elects to effect the Reverse Stock Split at any time on or prior to June 10, 2027, we will file an amendment to the Certificate\n\nof Amendment in the form of the Certificate of Amendment attached as Appendix C to this Proxy Statement (the “Form of RSS\n\nCertificate of Amendment”) that reflects the Final Reverse Stock Split Ratio. For the convenience of our stockholders, the Form of RSS\n\nCertificate of Amendment indicates in brackets, for each of the Reverse Stock Split Amendments A, B, C and D, the Reverse Stock Split\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n76  2026 PROXY STATEMENT\n\nRatio and the correspondingly decreased in the number of total authorized shares and number of shares of Class A common stock,\n\nClass B non-voting common stock (including the Class B-1 common stock, the Class B-2 common stock and the Class B-3 common\n\nstock), Class V common stock and Class Z non-voting common stock (including the Class Z-A common stock, Class Z-B-1 common\n\nstock and Class Z-B-2 common stock). Only the version of the Form of RSS Certificate of Amendment that sets forth the Reverse Stock\n\nSplit Amendment providing for the Final Reverse Stock Split Ratio (the “Final RSS Certificate of Amendment”) will be filed with the\n\nSecretary of State of the State of Delaware and become effective at the time of such filing or such later time as may be provide in the\n\nFinal RSS Certificate of Amendment (such time of effectiveness, the “Effective Time”). Upon effectiveness of the Final RSS Certificate\n\nof Amendment at the Effective Time, all other Reverse Stock Split Amendments will automatically be deemed to have been abandoned\n\nby the Board. By voting in favor of the approval and adoption of the Reverse Stock Split Amendments as set forth in the Form of RSS\n\nCertificate of Amendment, stockholders will also have approved and expressly authorized the Board to abandon each Reverse Stock\n\nSplit Amendment, including the deemed abandonment of alternative Reverse Stock Split Ratios that will occur upon the filing of the\n\nFinal RSS Certificate of Amendment and the deemed abandonment of all Reverse Stock Split Amendments if the Board does not elect\n\nto effect the Reverse Stock Split on or prior to June 10, 2027.\n\nThe Board believes that stockholder approval of the Reverse Stock Split Ratios represented as Reverse Stock Split Amendments A, B,\n\nC and D above, as compared to stockholder approval of a single reverse stock split ratio, provides appropriate flexibility to achieve the\n\npurposes of the Reverse Stock Split outlined below under “Purposes of the Reverse Stock Split Amendments” and, therefore, is in the\n\nbest interests of the Company and its stockholders. In determining the Final Reverse Stock Split Ratio following the receipt of\n\nstockholder approval, the Board may consider, among other things, factors such as:\n\n•the historical trading price and trading volume of Class A common stock;\n\n•the number of shares of Class A common stock, Class B non-voting common stock, Class V common stock and Class Z non-\n\nvoting common stock issued (including treasury shares);\n\n•the then-prevailing trading price and trading volume of Class A common stock and the anticipated impact of the Reverse Stock\n\nSplit on the trading market for Class A common stock;\n\n•the anticipated impact of a particular Reverse Stock Split Ratio on our ability to reduce administrative and transactional costs;\n\n•the continued listing requirements of the NYSE; and\n\n•prevailing general market and economic conditions.\n\nIf and when the Board elects to effect the Reverse Stock Split, the Board will determine the exact timing of the filing of the Final RSS\n\nCertificate of Amendment based on its evaluation as to when the filing would be the most advantageous to the Company and its\n\nstockholders. If the Board does not elect to effect the Reverse Stock Split on or prior to June 10, 2027, then the Reverse Stock Split and\n\nall of the Reverse Stock Split Amendments will be deemed to be automatically abandoned. In addition, the Board reserves the right to\n\nabandon the Reverse Stock Split and any of the Reverse Stock Split Amendments without further action by our stockholders at any time\n\nprior to the Effective Time of the Final RSS Certificate of Amendment, even if the Reverse Stock Split Amendments have been\n\napproved by our stockholders. The Reverse Stock Split will not change the par value of a share of Class A common stock, Class B non-\n\nvoting common stock, Class V common stock or Class Z non-voting common stock. Except for any changes as a result of the treatment\n\nof fractional shares as set forth in the Form of RSS Certificate of Amendment, each stockholder will hold the same percentage of Class\n\nA common stock, Class B non-voting common stock (including Class B-1 common stock and Class B-2 common stock), and/or Class V\n\ncommon stock outstanding immediately after the Reverse Stock Split as such stockholder held immediately prior to the Reverse Stock\n\nSplit, and the decrease in authorized shares and issued shares (including treasury shares) as a result of the Reverse Stock Split will not\n\naffect any stockholder’s proportionate voting power or other rights. To avoid the existence of fractional shares of Class A common stock,\n\nClass B non-voting common stock (including Class B-1 common stock and Class B-2 common stock), or Class V common stock,\n\nstockholders of record who would otherwise hold fractional shares as a result of the Reverse Stock Split will be entitled to receive a\n\ncash payment in an amount equal to the fair value thereof as of the Effective Time (as determined by the Board of Directors) (without\n\ninterest) in lieu of such fractional shares from our exchange agent as described under “Fractional Shares.”\n\nPurposes of the Reverse Stock Split Amendments\n\nDelisting of the Class A common stock from the NYSE could have material, adverse effects on our business, financial condition and\n\ncommon stock. The Board submits the Reverse Stock Split Amendments to stockholders for approval with the primary intent of\n\nincreasing the price per share of Class A common stock to cure the price deficiency and return to compliance with this listing\n\nrequirement. As of April 23, 2026 the average closing price per share of Class A common stock during the consecutive 30 trading-day\n\nperiod then ended was $0.63.\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n77 \n\nIn addition, many brokerage houses and institutional investors have internal policies and practices that prohibit them from investing in\n\nlow-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. Some of those\n\npolicies and practices may make the processing of trades in low-priced stocks economically unattractive to brokers. Moreover, because\n\nbrokers’ commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-\n\npriced stocks, the current average price per share of Class A common stock can result in individual stockholders paying transaction\n\ncosts representing a higher percentage of their total share value than would be the case if the share price were substantially higher. We\n\nbelieve that the Reverse Stock Split will make Class A common stock a more attractive and cost-effective investment for many\n\ninvestors, including by broadening the pool of investors that may be interested in investing in the Company, which may enhance the\n\nliquidity of Class A common stock for our stockholders.\n\nWe also believe that the Reverse Stock Split will provide the Company and its stockholders with other benefits. Currently, the fees we\n\npay to list shares of Class A common stock on the NYSE are based on the number of such shares we have outstanding. Also, the fees\n\nwe pay for custody and clearing services and the fees we pay to the SEC to register securities for issuance are frequently based on or\n\nrelated to the number of shares being held, cleared or registered, as applicable. Reducing the number of shares that are outstanding\n\nand that will be issued in the future may reduce the amount of fees and taxes that we pay to these organizations and agencies, as well\n\nas other organizations and agencies that levy charges based on the number of shares rather than the value of the shares.\n\nWe have provided that the Reverse Stock Split Amendment, if and when effected, will become effective as to Class A common stock,\n\nClass B non-voting common stock (including the Class B-1 common stock and Class B-2 common stock) and Class V common stock at\n\nthe same Final Reverse Stock Split Ratio so that any stockholder’s percentage ownership interest in us and proportionate voting power\n\nwill remain the same, except to the extent that the Reverse Stock Split would result in any holder of Class A common stock, Class B\n\nnon-voting common stock or Class V common stock receiving cash in lieu of fractional shares. In no event will any Reverse Stock Split\n\nAmendment occur with respect to only Class A common stock, only Class B non-voting common stock or only Class V common stock .\n\nOther Considerations\n\nReducing the number of outstanding shares of Class A common stock through the Reverse Stock Split Amendment is intended, absent\n\nother factors, to increase the market price of Class A common stock. However, other factors, such as our financial results, prospects,\n\nmarket conditions and the market perception of our business may adversely affect the market price of Class A common stock. As a\n\nresult, even if the Reverse Stock Split is effected, it may not result in the intended benefits described above, including compliance with\n\nthe NYSE listing requirements, the market price of Class A common stock may not increase following the Reverse Stock Split or even if\n\nit does, the market price of Class A common stock may decrease in the future. Additionally, the market price per share of Class A\n\ncommon stock after the Reverse Stock Split may not increase in proportion to the decrease in the number of shares of Class A common\n\nstock outstanding before the Reverse Stock Split. Accordingly, the total market capitalization of Class A common stock after the\n\nReverse Stock Split may be lower than the total market capitalization before the Reverse Stock Split. In addition, the Reverse Stock\n\nSplit would likely increase the number of stockholders who own odd lots (less than 100 shares). Stockholders who own odd lots\n\ntypically will experience an increase in the cost of selling their shares, as well as possible greater difficulty in effecting such sales.\n\nAccordingly, a Reverse Stock Split may not achieve all of the desired results discussed above.\n\nCertain Risks and Potential Disadvantages Associated with the Reverse Stock Split\n\nWe cannot assure you that the proposed Reverse Stock Split will increase our stock price.\n\nWe expect that the Reverse Stock Split will increase the per share trading price of our Class A common stock. However, the effect of the\n\nReverse Stock Split on the per share trading price of our Class A common stock cannot be predicted with any certainty, and the history\n\nof reverse stock splits for other companies is varied, particularly since some investors may view a reverse stock split negatively. It is\n\npossible that the per share trading price of our Class A common stock after the Reverse Stock Split will not increase in the same\n\nproportion as the reduction in the number of our outstanding shares of Class A common stock following the Reverse Stock Split, and the\n\nReverse Stock Split may not result in a per share trading price that would attract investors who do not trade in lower priced stocks. In\n\naddition, although we believe the Reverse Stock Split may enhance the marketability of our Class A common stock to certain potential\n\ninvestors, we cannot assure you that, if implemented, our Class A common stock will be more attractive to investors. Even if we\n\nimplement the Reverse Stock Split, the per share trading price of our Class A common stock may decrease due to factors unrelated to\n\nthe Reverse Stock Split, including our future performance. If the Reverse Stock Split is consummated and the per share trading price of\n\nthe Class A common stock declines, the percentage decline as an absolute number and as a percentage of our overall market\n\ncapitalization may be greater than would occur in the absence of the Reverse Stock Split.\n\nThe proposed Reverse Stock Split may decrease the liquidity of our Class A common stock and result in higher transaction costs.\n\nThe liquidity of our Class A common stock may be negatively impacted by the Reverse Stock Split, given the reduced number of shares\n\nthat would be outstanding after the Reverse Stock Split, particularly if the per share trading price does not increase as a result of the\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n78  2026 PROXY STATEMENT\n\nReverse Stock Split. In addition, if the Reverse Stock Split is implemented, it will increase the number of our stockholders who own “odd\n\nlots” of fewer than 100 shares of common stock. Brokerage commission and other costs of transactions in odd lots are generally higher\n\nthan the costs of transactions of more than 100 shares of common stock. Accordingly, the Reverse Stock Split may not achieve the\n\ndesired results of increasing marketability of our Class A common stock as described above.\n\nEffect of the Reverse Stock Split on Holders of Outstanding Common Stock\n\nIf approved and effected, the Reverse Stock Split Amendment as set forth in the Final RSS Certificate of Amendment will become\n\neffective at the Effective Time as to Class A common stock, Class B non-voting common stock (including the Class B-1 common stock\n\nand the Class B-2 common stock) and Class V common stock at the same Final Reverse Stock Split Ratio. In no event will any Reverse\n\nStock Split Amendment occur with respect to only Class A common stock, only Class B non-voting common stock (including the Class\n\nB-1 common stock and the Class B-2 common stock) or only Class V common stock.\n\nThe Reverse Stock Split Amendments will be effected as to each of Class A common stock, Class B non-voting common stock\n\n(including the Class B-1 common stock and the Class B-2 common stock), and Class V common stock at the same Final Reverse Stock\n\nSplit Ratio in the event the Reverse Stock Split is effected and the Reverse Stock Split will affect all holders of Class A common stock,\n\nClass B non-voting common stock (including the Class B-1 common stock and the Class B-2 common stock) and Class V common\n\nstock uniformly (with holders of Class A common stock being entitled to receive shares of Class A common stock, holders of Class B-1\n\ncommon stock being entitled to receive shares of Class B-1 common stock, holders of Class B-2 common stock being entitled to\n\nreceive shares of Class B-3 common stock and holders of Class V common stock being entitled to receive shares of Class V common\n\nstock) and will not affect any stockholder’s percentage ownership interest in us or proportionate voting power, except to the extent that\n\nthe Reverse Stock Split would result in any holder of Class A common stock, Class B non-voting common stock (including holders of\n\nClass B-1 common stock and Class B-2 common stock) or Class V common stock receiving cash in lieu of fractional shares. As\n\ndescribed below under “Fractional Shares”, holders of shares of Class A common stock, Class B-1 common stock, Class B-2 common\n\nstock and Class V common stock otherwise entitled to fractional shares as a result of the Reverse Stock Split will receive a cash\n\npayment from our exchange agent in lieu of such fractional shares.\n\nThe principal effects of the Reverse Stock Split will be that, based on the Final Reverse Stock Split Ratio:\n\n●\n\n10, 20, 30 or 40 issued shares (including treasury shares) of Class A common stock will be combined into one share of\n\nClass A common stock;\n\n●\n\n10, 20, 30 or 40 issued shares (including treasury shares) of Class B-1 common stock and Class B-2 common stock will be\n\ncombined into one share of Class B-1 common stock or Class B-2 non-voting common stock, as applicable;\n\n●\n\n10, 20, 30 or 40 issued shares (including treasury shares) of Class V common stock will be combined into one share of\n\nClass V common stock;\n\n●\n\nthe aggregate number of equity-based awards that remain available to be granted under the 2021 Plan will be decreased\n\nproportionately;\n\n●\n\nproportionate adjustments will be made to the number of shares that would be owned upon vesting and settlement of\n\nrestricted stock units and other equity-based awards, which will result in approximately the same value of shares that would\n\nhave been owned upon vesting and settlement of such restricted stock units and other equity-based awards, as compared\n\nto immediately preceding the Reverse Stock Split; and\n\n●\n\nthe total number of shares the Company is authorized to issue and number of authorized shares of Class A common stock,\n\nClass B non-voting common stock (including Class B-1 common stock, Class B-2 common stock and Class B-3 common\n\nstock), Class V common stock and Class Z non-voting common stock (including the Class Z-A common stock, Class Z-B-1\n\ncommon stock and Class Z-B-2 common stock) will correspondingly be decreased.\n\nAfter the Effective Time, Class A common stock will have a new Committee on Uniform Securities Identification Procedures (“CUSIP”)\n\nnumber, which number is used to identify our equity securities.\n\nThe Reverse Stock Split is not intended to be a first step in a series of steps leading to a “going private transaction” pursuant to Rule\n\n13e-3 under the Exchange Act. Implementing the Reverse Stock Split would not reasonably likely result in, or would not have a purpose\n\nto produce, a going private effect.\n\nWe expect that our transfer agent will act as the exchange agent for the purposes of implementing the Reverse Stock Split. However,\n\nwe may decide at a later time to utilize another agent.\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n79 \n\nBeneficial Holders of Common Stock. Upon the implementation of the Reverse Stock Split, we intend to treat shares held by\n\nstockholders in “street name” (i.e., through a bank, broker, custodian or other nominee), in the same manner as registered stockholders\n\nwhose shares are registered in their names. Banks, brokers, custodians or other nominees will be instructed to effect the Reverse Stock\n\nSplit for their beneficial holders holding Class A common stock, Class B non-voting common stock (including holders of Class B-1\n\ncommon stock and Class B-2 common stock) or Class V common stock in street name. However, these banks, brokers, custodians or\n\nother nominees may have different procedures than registered stockholders for processing the Reverse Stock Split and making\n\npayment for fractional shares. If a stockholder holds shares of Class A common stock, Class B non-voting common stock (including\n\nholders of Class B-1 common stock and Class B-2 common stock) or Class V common stock with a bank, broker, custodian or other\n\nnominee and has any questions in this regard, stockholders are encouraged to contact their bank, broker, custodian or other nominee.\n\nRegistered “Book-Entry” Holders of Common Stock. Certain of our registered holders of Class A common stock, Class B\n\nnon-voting common stock (including holders of Class B-1 common stock and Class B-2 common stock) or Class V common stock may\n\nhold some or all of their shares electronically in book-entry form with the transfer agent. These stockholders do not have stock\n\ncertificates evidencing their ownership of Class A common stock, Class B non-voting common stock (including holders of Class B-1\n\ncommon stock and Class B-2 common stock) or Class V common stock. They are, however, provided with a statement reflecting the\n\nnumber of shares registered in their accounts. If a stockholder holds registered shares in book-entry form with the transfer agent, they\n\nwill be sent a Direct Registration Statement by the exchange agent after the Effective Time and a check reflecting any cash payment\n\nfrom the exchange agent in lieu of fractional shares following the Reverse Stock Split.\n\nPreferred Stock\n\nAlthough our Certificate of Amendment authorizes the issuance of 1,000,000 shares of preferred stock, there are no shares of preferred\n\nstock outstanding as of the date of this proxy statement. The Reverse Stock Split will have no effect on our ability to issue preferred\n\nstock nor the number of authorized shares of preferred stock.\n\nFractional Shares\n\nWe will not issue fractional shares in connection with the Reverse Stock Split Amendments. Stockholders who would otherwise hold\n\nfractional shares because the number of shares of Class A common stock, Class B non-voting common stock (including Class B-1\n\ncommon stock and Class B-2 common stock), and/or Class V common stock they hold before the Reverse Stock Split is not evenly\n\ndivisible by the Final Reverse Stock Split Ratio will be entitled to receive cash (without interest and subject to applicable withholding\n\ntaxes) in lieu of such fractional shares as described below. The cash payment is subject to applicable U.S. federal and state income tax\n\nand state abandoned property laws. Stockholders will not be entitled to receive interest for the period of time between the Effective\n\nTime and the date payment is received.\n\nIn lieu of issuing fractional shares, the holders of Class A common stock, Class B non-voting common stock (including Class B-1\n\ncommon stock and Class B-2 common stock), and/or Class V common stock, as applicable, shall be entitled to receive the fair value of\n\nsuch fractional share as determined by the Board. By voting in favor of the approval and adoption of the Reverse Stock Split\n\nAmendments as set forth in the Form of RSS Certificate of Amendment, stockholders will also have approved and expressly authorized\n\nthe treatment of fractional shares set forth above.\n\nAfter the Reverse Stock Split, a stockholder will have no further interest in the Company with respect to its fractional share interest and\n\npersons otherwise entitled to a fractional share will not have any voting, dividend or other rights with respect thereto except the right to\n\nreceive a cash payment as described above.\n\nIn the case of any shares issuable pursuant to outstanding equity-based awards made under any of the Company’s equity-based plans\n\nand arrangements, any fractional shares that would otherwise result from the Reverse Stock Split adjustments described above will be\n\neliminated through rounding or as otherwise determined by the Compensation Committee in accordance with the terms of such equity-\n\nbased plans and arrangements.\n\nAuthorized Shares\n\nIf and when the Reverse Stock Split is effected, the total number of shares the Company is authorized to issue and the number of\n\nauthorized shares of Class A common stock, Class B non-voting common stock (including Class B-1 common stock, Class B-2 common\n\nstock and Class B-3 common stock), Class V common stock and Class Z non-voting common stock (including the Class Z-A common\n\nstock, Class Z-B-1 common stock and Class Z-B-2 common stock)  will contemporaneously be decreased in proportion to the Final\n\nReverse Stock Split Ratio. Reverse Stock Split Amendments A, B, C or D set forth above will decrease (i) total authorized number of\n\nshares from 1,218,900,000 to 122,790,000, 61,895,000, 41,596,672 or 31,447,500, respectively, and (ii) the number of authorized\n\nshares of:\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n80  2026 PROXY STATEMENT\n\n(a) Class A common stock from 1,000,000,000 to 100,000,000, 50,000,000, 33,333,334 or 25,000,000, respectively;\n\n(b) Class B non-voting common stock from 30,000,000 to 3,000,000, 1,500,000, 1,000,002 or 750,000, respectively\n\n(representing 1,000,000, 500,000, 333,334 or 250,000 shares of Class B-1 common stock, respectively, 1,000,000, 500,000, 333,334 or\n\n250,000 shares of Class B-2 common stock, respectively, and 1,000,000, 500,000, 333,334 or 250,000 shares of Class B-3 common\n\nstock, respectively);\n\n(c) Class V common stock from 175,000,000 to 17,500,000, 8,750,000, 5,833,334 or 4,375,000, respectively; and\n\n(d) Class Z non-voting common stock from 12,900,000 to 1,290,000, 645,000, 430,002 or 322,500 (representing 1,150,000,\n\n575,000, 383,334 or 287,500 shares of Class Z-A common stock, respectively, 70,000, 35,000, 23,334 or 17,500 shares of Class Z-B-1\n\ncommon stock, respectively, and 70,000, 35,000, 23,334 or 17,500 shares of Class Z-B-2 common stock, respectively).\n\nAs a result of the decrease in authorized shares of Class A common stock, Class B non-voting common stock, Class V common stock\n\nand Class Z non-voting common stock that will occur if and when the Reverse Stock Split is effected, the same proportion of authorized\n\nbut unissued shares Class A common stock, Class B non-voting common stock, Class V common stock and Class Z non-voting\n\ncommon stock to shares of Class A common stock, Class B non-voting common stock, Class V common stock and Class Z non-voting\n\ncommon stock authorized and issued (or reserved for issuance, including the treasury shares) would be maintained as of the Effective\n\nDate (except for any changes as a result of the treatment of fractional shares). If the Reverse Stock Split is abandoned or deemed to be\n\nabandoned by the Board, the decrease in the number of authorized shares will also be abandoned or deemed to be abandoned by the\n\nBoard.\n\nThe Reverse Stock Split will not affect the authorized number of shares of Preferred Stock. See “Preferred Stock” above.\n\nAccounting Matters\n\nThe proposed Reverse Stock Split Amendments will not affect the par value per share of Class A common stock, Class B non-voting\n\ncommon stock, Class V common stock or Class Z non-voting common stock, each of which will remain at $0.0001. As a result, as of the\n\nEffective Time, the stated capital attributable to Class A common stock, Class B non-voting common stock, Class V common stock and\n\nClass Z non-voting common stock on our balance sheet will be decreased proportionately based on the Final Reverse Stock Split Ratio,\n\nand the additional paid-in capital account will be credited with the amount by which the stated capital is decreased; therefore, total\n\nstockholders’ equity deficit will remain unchanged as a result of the Reverse Stock Split. Reported per share net income or loss will be\n\nhigher because there will be fewer shares of Class A common stock, Class B non-voting common stock, Class V common stock and\n\nClass Z non-voting common stock outstanding.\n\nCertain U.S. Federal Income Tax Consequences of the Reverse Stock Split\n\nThe following summary describes certain U.S. federal income tax consequences of the Reverse Stock Split to holders of our Common\n\nStock that are U.S. holders (as defined below). This summary does not address all of the U.S. federal income tax consequences that\n\nmay be relevant to any particular holder of our Class A common stock, Class B non-voting common stock, Class V common stock and\n\nClass Z non-voting common stock, including tax considerations that arise from rules of general application to all taxpayers or to certain\n\nclasses of taxpayers or that are generally assumed to be known by investors. This summary also does not address the tax\n\nconsequences to (i) persons that may be subject to special treatment under U.S. federal income tax law, such as banks, insurance\n\ncompanies, thrift institutions, regulated investment companies, real estate investment trusts, tax-exempt organizations, “qualified foreign\n\npension funds,” partnerships (or other entities classified as partnerships for U.S. federal income tax purposes) and investors therein,\n\n“U.S. holders” (as defined below) whose functional currency is not the U.S. dollar, U.S. expatriates, persons subject to the alternative\n\nminimum tax, persons who acquired our common stock through the exercise of employee stock options or otherwise as compensation,\n\ntraders in securities that elect to mark to market and dealers in securities or currencies, (ii) persons that hold our common stock as part\n\nof a position in a “straddle” or as part of a “hedging,” “conversion” or other integrated investment transaction for U.S. federal income tax\n\npurposes, or (iii) persons that do not hold our common stock as “capital assets” (generally, property held for investment). This summary\n\nis based on the provisions of the Code, U.S. Treasury regulations, administrative rulings and judicial authority, all as in effect as of the\n\ndate hereof. Subsequent developments in U.S. federal income tax law, including changes in law or differing interpretations, which may\n\nbe applied retroactively, could have a material effect on the U.S. federal income tax consequences of the Reverse Stock Split. This\n\nsummary does not address the Medicare tax on net investment income or the effects of any state, local or foreign tax laws.\n\nEach holder of our common stock should consult its own tax advisor regarding the U.S. federal, state, local and foreign\n\nincome and other tax consequences of the Reverse Stock Split.\n\nIf a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our common\n\nstock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n81 \n\nactivities of the partnership. Partnerships that hold our common stock, and partners in such partnerships, should consult their own tax\n\nadvisors regarding the U.S. federal income tax consequences of the Reverse Stock Split.\n\n“U.S. holder” is a beneficial owner of our common stock that is a citizen or individual resident of the United States, a corporation (or\n\nother entity classified as a corporation for U.S. federal income tax purposes) organized in or under the laws of the United States or any\n\nstate thereof or the District of Columbia or a trust or estate the income of which is subject to U.S. federal income taxation regardless of\n\nits source. The Reverse Stock Split should be treated as a recapitalization for U.S. federal income tax purposes. Therefore, except as\n\ndescribed below with respect to a cash payment from the exchange agent in lieu of fractional shares, no gain or loss will be recognized\n\nupon the Reverse Stock Split. Accordingly, the aggregate tax basis in the common stock received pursuant to the Reverse Stock Split\n\nshould equal the aggregate tax basis in the common stock surrendered (excluding the portion of the tax basis that is allocable to any\n\nfractional share), and the holding period for the common stock received should include the holding period for the common stock\n\nsurrendered. A U.S. holder who receives a cash payment from the exchange agent in lieu of a fractional share of our common stock\n\npursuant to the Reverse Stock Split generally should recognize capital gain or loss in an amount equal to the difference between the\n\namount of cash received and the U.S. holder’s tax basis in the shares of our common stock surrendered that is allocated to the\n\nfractional share of our common stock. The capital gain or loss should be long term capital gain or loss if the U.S. holder’s holding period\n\nfor our common stock surrendered exceeded one year at the Effective Time. The deductibility of net capital losses by individuals and\n\ncorporations is subject to limitations.\n\nU.S. holders that have acquired different blocks of our common stock at different times or at different prices are urged to consult their\n\ntax advisors regarding the allocation of their aggregate adjusted basis among, and the holding period of, our common stock.\n\nU.S. Information Reporting and Backup Withholding.\n\nInformation returns generally will be required to be filed with the Internal Revenue Service (“IRS”) with respect to the receipt of a cash\n\npayment from the exchange agent in lieu of a fractional share of our common stock pursuant to the Reverse Stock Split, unless a U.S.\n\nholder is an exempt recipient. In addition, U.S. holders may be subject to a backup withholding tax (at the current applicable rate of\n\n24%) on the payment of this cash if they do not provide their taxpayer identification numbers in the manner required or otherwise fail to\n\ncomply with applicable backup withholding tax rules. Backup withholding is not an additional tax. Any amounts withheld under the\n\nbackup withholding rules may be refunded or allowed as a credit against the U.S. holder’s federal income tax liability, if any, provided\n\nthe required information is timely furnished to the IRS.\n\nCertain Administrative Revisions\n\nAlso pursuant to the Reverse Stock Split Amendments, the first sentence of subsection (B) of Section 4.1 (Capitalization) of the Alight\n\nCharter will be will also be amended in order make non-substantive changes to the defined terms “Closing Date” and “Business\n\nCombination Agreement” to ensure they remain accurate on a go forward basis.\n\nImpact on Alight Holding Company, LLC Units\n\nAs disclosed in “Certain Relationships and Related Person Transactions—The Business Combination,” Alight, Inc. and Alight Holding\n\nCompany, LLC (“Alight Holdings”) are organized in an “Up-C” structure, in which substantially all of the assets and business of Alight\n\nare held by Alight Holdings, of which Alight is the managing member pursuant to the terms of the Alight Holdings Operating Agreement\n\n(as defined below).  In connection with the Reverse Stock Split Amendments, and as required by the Alight Holdings Operating\n\nAgreement, Alight Holdings will effect a contemporaneous reverse  split with respect to Alight Holdings Units (as defined below) by\n\namending the Alight Holdings Operating Agreement.\n\nPursuant to the terms of the Alight Holdings Operating Agreement, the applicable valuation price of a Class A Unit or a share of Class A\n\ncommon stock set forth in the definitions of Class B-1 Vesting Event, Class B-1 VWAP Vesting Event, Class B-2 Vesting Event and\n\nClass B-2 VWAP Vesting Event will be automatically adjusted accordingly, in each case as set forth below:\n\nReverse Stock Split\n\nAmendment\n\nClass B-1 Vesting\n\nEvent Reference\n\nValuation\n\nClass B-1 VWAP\n\nVesting Event\n\nReference Valuation\n\nClass B-2 Vesting\n\nEvent Reference\n\nValuation\n\nClass B-2 VWAP\n\nVesting Event\n\nReference Valuation\n\nA\n\n$125.00\n\n$125.00\n\n$150.00\n\n$150.00\n\nB\n\n$250.00\n\n$250.00\n\n$300.00\n\n$300.00\n\nC\n\n$375.00\n\n$375.00\n\n$450.00\n\n$450.00\n\nD\n\n$500.00\n\n$500.00\n\n$600.00\n\n$600.00\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n82  2026 PROXY STATEMENT\n\nNo Appraisal Rights\n\nUnder Delaware law, holders of Class A common stock, Class B non-voting common stock (including the Class B-1 common stock and\n\nthe Class B-2 common stock) and Class V common stock will not be entitled to dissenter’s rights or appraisal rights with respect to the\n\nReverse Stock Split Amendments.\n\nInterests of Certain Persons in Proposal 6\n\nCertain of our officers and directors have an interest in Proposal 6 as a result of their ownership of shares of Class A common stock,\n\nClass B non-voting common stock (including Class B-1 common stock and Class B-2 common stock) and/or Class V common stock.\n\nHowever, we do not believe that our officers or directors have interests in Proposal 6 that are different from or greater than those of any\n\nof our other holders of Class A common stock, Class B non-voting common stock (including Class B-1 common stock and Class B-2\n\ncommon stock) and/or Class V common stock.\n\nIf Proposal 6 is Not Approved\n\nIf Proposal 6 is not approved, we may be unable to maintain the listing of Class A common stock on the NYSE, which could adversely\n\naffect the liquidity and marketability of Class A common stock. See “Purposes of the Reverse Stock Split Amendments” above.\n\nVOTE REQUIRED\n\nApproval of the proposed Reverse Stock Split Amendments requires the affirmative vote of the holders, represented in person or by\n\nproxy at the Annual Meeting, of a majority in voting power of the outstanding shares of Voting Common Stock, voting together as a\n\nsingle class.\n\nIn determining whether this proposal has received the requisite number of affirmative votes, abstentions will count against the proposed\n\nReverse Stock Split Amendments as set forth in the Form of RSS Certificate of Amendment. Brokers may vote shares with respect to\n\nthis proposal in the absence of client instructions, and thus it is expected that there will be no broker non-votes with respect to this\n\nproposal.\n\nBoard Recommendation\n\nOur Board recommends that stockholders vote FOR the approval and adoption of the Reverse Stock Split Amendments as set\n\nforth in Appendix C.\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n83 \n\nAdditional Information\n\nRegarding Our Annual\n\nMeeting\n\nOther Business\n\nThe Company knows of no other business to be submitted to the stockholders at the Annual Meeting, other than the proposals referred\n\nto in this Proxy Statement. If any other matters properly come before the stockholders at the Annual Meeting, it is the intention of the\n\npersons named on the proxy to vote the shares represented thereby on such matters in accordance with their best judgment.\n\nCosts of the Solicitation\n\nWe will bear the expense of calling and holding the Annual Meeting and soliciting the proxies on behalf of our Board with respect to the\n\nAnnual Meeting. In addition to soliciting proxies by mail, our directors, officers, and certain regular employees may solicit proxies on\n\nbehalf of our Board, without additional compensation, personally or by telephone. We may also solicit proxies by email from\n\nstockholders who are our employees or who previously requested to receive proxy materials electronically.\n\nIn addition, we have retained MacKenzie, a proxy solicitation firm, to assist us in the solicitation of proxies. Under the agreement with\n\nMacKenzie, MacKenzie will receive an estimated fee of $16,000 for its services, plus the reimbursement of reasonable expenses. We\n\nhave also agreed to indemnify MacKenzie against certain liabilities relating to, or arising out of, its retention. MacKenzie will solicit\n\nproxies by mail, telephone, facsimile, and email. We will also request brokerage firms, banks, nominees, custodians, and fiduciaries to\n\nforward proxy materials to the beneficial owners of the underlying shares as of the record date and will reimburse the cost of forwarding\n\nthe proxy materials in accordance with customary practice.\n\nYour cooperation in promptly voting by proxy will help to avoid additional expense.\n\nHouseholding of Annual Meeting Materials\n\nAny stockholders, including both stockholders of record and beneficial holders who own their shares through a broker, bank, or other\n\nnominee, who share an address with another holder of our Voting Common Stock may be sent one Notice of Internet Availability (or a\n\nsingle set of proxy materials, if you requested a printed copy), unless such holders have provided contrary instructions. This practice is\n\nintended to (i) lower the carbon footprint associated with our corporate activities and (ii) reduce our printing and postage costs.\n\nHowever, any such street-name stockholder residing at the same address may request to receive a separate Notice of Internet\n\nAvailability or, if applicable, a separate set of proxy materials by contacting their broker, bank, or other nominee, or by sending a written\n\nrequest to: Alight, Inc., 320 South Canal Street, 50th Floor, Suite 5000, Chicago, Illinois 60606, Attn.: Corporate Secretary or by\n\ncontacting our Corporate Secretary by email at Corporate.Secretary@alight.com. The voting instruction form sent to a street-name\n\nstockholder should provide information on how to request (1) householding of future Company materials or (2) separate materials if only\n\none set of documents is being sent to a household. A stockholder who would like to make one of these requests should contact us as\n\nindicated above.\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n84  2026 PROXY STATEMENT\n\nStockholder Proposals and Nominations for the 2027 Annual Meeting\n\nRule 14a-8 Stockholder Proposal\n\nUnder SEC rules, if you want us to include a proposal in our proxy statement for the 2027 Annual Meeting, you must submit it in writing\n\nto our Corporate Secretary in writing at Alight, Inc., 320 South Canal Street, 50th Floor, Suite 5000, Chicago, Illinois 60606, Attn.:\n\nCorporate Secretary, by December 28, 2026. However, if we hold the 2027 Annual Meeting more than 30 days before or after the\n\nanniversary of the 2026 Annual Meeting date, then a proposal must be received a reasonable time before the Company begins to print\n\nand send its proxy materials for the 2027 Annual Meeting. Any such proposal should comply with the requirements of Rule 14a-8\n\npromulgated under the Exchange Act. The submission of a stockholder proposal does not guarantee that it will be included in our proxy\n\nstatement.\n\nNon-Rule 14a-8 Stockholder Proposals or Nominations\n\nUnder our By-laws, a stockholder wishing to bring director nominations or other business before an annual meeting is required to\n\nprovide advance written notice to the Corporate Secretary regarding such nominations or other business and provide the information\n\nand satisfy the other requirements set forth in the By-laws. To be timely, a stockholder who intends to present nominations or a proposal\n\nat the 2027 Annual Meeting, other than pursuant to Rule 14a-8, must provide the information set forth in the By-laws no earlier than\n\nFebruary 10, 2027 and no later than March 12, 2027. However, if we hold the 2027 Annual Meeting more than 30 days before, or more\n\nthan 70 days after, the anniversary of the 2026 Annual Meeting date, then the information must be received no earlier than the 120th\n\nday prior to the 2027 Annual Meeting date, and not later than the close of business on the later of the 90th day prior to the 2027 Annual\n\nMeeting date or the 10th day after public announcement of the 2027 Annual Meeting date. The notice must contain the information\n\nrequired by, and otherwise comply with, our By-laws, and should be addressed to: Alight, Inc., 320 South Canal Street, 50th Floor, Suite\n\n5000, Chicago, Illinois 60606, Attn.: Corporate Secretary. We reserve the right to reject, rule out of order, or take other appropriate\n\naction with respect to any nomination or proposal that does not comply with these and other applicable requirements.\n\nUniversal Proxy Rules\n\nIn addition to satisfying the foregoing requirements under our By-laws, to comply with the universal proxy rules, stockholders who intend\n\nto solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by\n\nRule 14a-19 under the Exchange Act no later than April 11, 2027. If the 2027 Annual Meeting changes by more than 30 calendar days\n\nfrom the date of the Annual Meeting, such notice must instead be provided by the later of 60 calendar days prior to the date of the 2027\n\nAnnual Meeting or the 10th calendar day following public announcement by the Company of the date of the 2027 Annual Meeting.\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n85 \n\nIncorporation by Reference\n\nTo the extent that this Proxy Statement is incorporated by reference into any other filing by us under the Securities Act or the Exchange\n\nAct, the “Report of the Audit Committee” will not be deemed incorporated unless specifically provided otherwise in such filing, to the\n\nextent permitted by the rules of the SEC. Such section shall also not be deemed to be “soliciting material” or to be “filed” with the SEC.\n\nWebsite references and links to other materials are for convenience only, and the content and information contained on or connected to\n\nour website is not incorporated by reference into this Proxy Statement and should not be considered part of this Proxy Statement or any\n\nother filing that we make with the SEC.\n\nForward-Looking Statements\n\nThis Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of\n\nthe Exchange Act. These forward-looking statements may include, but are not limited to, statements that relate to our planned re-\n\ninvestment of more than $100 million in 2026, our plans with respect to AI, the anticipated effects of a reverse stock split if approved by\n\nstockholders and implemented by the Board and expectations regarding future financial performance and business strategies or\n\nexpectations for our business. Forward-looking statements can often be identified by the use of words such as “anticipate,” “appear,”\n\n“approximate,” “believe,” “continue,” “could,” “estimate,” “expect,” “foresee,” “intends,” “may,” “might,” “plan,” “possible,” “potential,”\n\n“predict,” “project,” “seek,” “should,” “would” or similar expressions or the negative thereof. These forward-looking statements are based\n\non information available as of the date of this report and the Company’s management’s current expectations, forecasts, and\n\nassumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are\n\noutside the control of the Company and its directors, officers, and affiliates. Accordingly, forward-looking statements should not be relied\n\nupon as representing the Company’s views as of any subsequent date. The Company does not undertake any obligation to update, add\n\nor otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made,\n\nwhether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as\n\nmay be required by law. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may\n\nbe materially different from those expressed or implied by these forward-looking statements. Factors that could affect future results,\n\ninclude, but are not limited to, those discussed under “Risk Factors” in Part I, Item 1A of the Company’s Annual Report as such factors\n\nmay 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.\n\nThis Proxy Statement contains statements regarding individual and Company performance objectives and targets. These objectives\n\nand targets are disclosed in the limited context of our compensation plans and programs and should not be understood to be\n\nstatements of management’s future expectations or estimates of future results or other guidance. We specifically caution investors not\n\nto apply these statements to other contexts.\n\nWebsite and Social Media Disclosure\n\nWe use our website (www.alight.com) and our corporate Facebook (http://www.facebook.com/AlightGlobal), Instagram\n\n(@alight_solutions), LinkedIn (www.linkedin.com/company/alightsolutions), X (@alightsolutions), and YouTube (www.youtube.com/c/\n\nAlightSolutions) accounts as well as Rohit Verma’s LinkedIn account (https://www.linkedin.com/in/rohit-verma-4291a5/) as channels of\n\ndistribution of Company information. The information we post through these channels may be deemed material. Accordingly, investors\n\nshould monitor these channels, in addition to following our press releases, SEC filings, and public conference calls and webcasts. The\n\ncontents of our website and social media channels are not, however, a part of this Proxy Statement.\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n86  2026 PROXY STATEMENT\n\nAppendices\n\nAppendix A\n\nProposed Amendments to the Alight Charter Pursuant to Proposal No. 4\n\nIf the proposal to amend the Alight Charter pursuant to Proposal No. 4 is approved, Section 6.1 of Article VI of the Alight Charter would\n\nbe amended and restated as set forth in the amendment to the Alight Charter that follows:\n\nCERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF\n\nALIGHT, INC.\n\n(Pursuant to Section 242 of the General Corporation Law of the State of Delaware)\n\n                            Alight, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware\n\n(the “Corporation”), does hereby certify that:\n\n                            1.          Section 6.1 of Article VI of the Amended and Restated Certificate of Incorporation of the Corporation (as\n\nheretofore amended, the “Certificate of Incorporation”) is hereby amended by deleting Section 6.1 in its entirety and adding a new\n\nSection 6.1 to read as follows:\n\n“Section 6.1. Board of Directors.\n\n(A) Except as otherwise provided in this Certificate of Incorporation or the DGCL, the business and affairs of the Corporation\n\nshall be managed by or under the direction of the Board. Subject to the investor rights agreement dated as of July 2, 2021, by and\n\namong (i) the Corporation, (ii) the Blackstone Investors (as defined therein), (iii) the New Mountain Partner Investors (as defined\n\ntherein), (iv) the Sponsor Investors (as defined therein), (v) the GIC Investor (as defined therein), (vi) the PF Investor (as defined\n\ntherein), and (vii) the other parties thereto (as amended by the First Amendment to the Investor Rights Agreement, dated as of\n\nFebruary 2, 2023 and as may be subsequently amended, the “Investor Rights Agreement”), the total number of directors constituting\n\nthe whole Board shall be determined from time to time by resolution adopted by the Board. The directors (other than any directors\n\nelected by the holders of any series of Preferred Stock, voting separately as a series or together with one or more other such series, as\n\nthe case may be (the “Preferred Stock Directors”)) shall be divided into three classes designated Class I, Class II and Class III. At each\n\nannual meeting of stockholders of the Corporation (an “Annual Meeting”), successors to the class of directors whose term expires at\n\nthat Annual Meeting shall be elected for a term expiring at the third succeeding Annual Meeting. Notwithstanding the foregoing,\n\ncommencing at the Annual Meeting to be held in 2027 (the “2027 Annual Meeting”), each director of the Corporation to be elected at\n\nsuch Annual Meeting (other than any Preferred Stock Directors) shall be elected annually and shall hold office until the next Annual\n\nMeeting and until his or her successor shall be elected and qualified, or until his or her earlier death, resignation, retirement,\n\ndisqualification or removal from office. For the avoidance of doubt, any director in office prior to the election of directors at the 2027\n\nAnnual Meeting whose term expires at the Annual Meeting to be held in 2028 or the Annual Meeting to be held in 2029, and any\n\nperson appointed to fill a vacancy in respect of the remaining term of such director (each such director, a “Continuing Classified\n\nDirector”), shall continue to hold office until the end of the term for which such director was elected or appointed and until his or her\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n87 \n\nsuccessor shall be elected and qualified, or his or her death, resignation, retirement, disqualification or removal from office.\n\nNotwithstanding the foregoing or anything herein to the contrary, commencing with the election of directors at the Annual Meeting to\n\nbe held in 2029, the Board shall cease to be classified, and all directors (other than any Preferred Stock Director) shall be elected for a\n\nterm expiring at the next succeeding Annual Meeting.\n\n(B) Subject to the special rights granted to the holders of any one or more series of Preferred Stock then outstanding and the\n\nrights granted pursuant to the Investor Rights Agreement, any newly-created directorship on the Board that results from an increase in\n\nthe number of directors and any vacancy occurring in the Board (whether by death, resignation, retirement, disqualification, removal\n\nor other cause) shall be filled by the affirmative vote of a majority of the directors then in office, although less than a quorum, or by a\n\nsole remaining director (and not by the stockholders). Any director appointed to fill a vacancy or newly created directorship shall hold\n\noffice for a term that shall coincide with the remaining term of the class, if any, to which such director has been appointed and until his\n\nor her successor shall be elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal. In\n\nno case shall a decrease in the number of directors remove, or shorten the term of, any incumbent director.\n\n(C) Any director may resign at any time upon notice to the Corporation given in writing or by any electronic transmission\n\npermitted by the By-Laws. Until the 2027 Annual Meeting, any or all of the directors (other than any Preferred Stock Director) may be\n\nremoved only for cause and only upon the affirmative vote of the holders of at least 66 2/3% of the total voting power of all the then\n\noutstanding shares of stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.\n\nFrom and after the 2027 Annual Meeting, any or all of the directors (other than the directors elected by the holders of any series of\n\nPreferred Stock of the Corporation, voting separately as a series or together with one or more other such series, as the case may be)\n\nmay be removed, with our without cause, upon the affirmative vote of the holders of at least 66 2/3% of the total voting power of all\n\nthe then outstanding shares of stock of the Corporation entitled to vote generally in the election of directors, voting together as a single\n\nclass; provided that, until their next election at an Annual Meeting, the Continuing Classified Directors may only be removed for cause\n\nand only upon the affirmative vote of the holders of at least 66 2/3% of the total voting power of all the then outstanding shares of\n\nstock of the Corporation entitled to vote generally in the election of directors, voting together as a single class. Notwithstanding the\n\nforegoing, the removal of any director designated pursuant to the Investor Rights Agreement shall require, in addition to any vote\n\nrequired by this Amended and Restated Certificate of Incorporation or applicable law, the consent of the Person who designated such\n\ndirector pursuant to the Investor Rights Agreement. \n\n(D) Whenever the holders of any one or more series of Preferred Stock issued by the Corporation shall have the right, voting\n\nseparately as a series or separately as a class with one or more such other series, to elect one or more Preferred Stock Directors at an\n\nannual or special meeting of stockholders, the election, term of office, removal and other features of such Preferred Stock Directors\n\nshall be governed by the terms of this Certificate of Incorporation (including any certificate of designations relating to any series of\n\nPreferred Stock) applicable thereto. Notwithstanding Section 6.1(A), the number of Preferred Stock Directors that may be elected by\n\nthe holders of any such series of Preferred Stock, voting separately as a series or separately as a class with one or more such other\n\nseries, shall be in addition to the number fixed pursuant to Section 6.1(A) hereof, and the total number of directors constituting the\n\nwhole Board shall be automatically adjusted accordingly.\n\n(E) Directors of the Corporation need not be elected by written ballot unless the By-Laws shall so provide.”\n\n              2.          The amendments described herein have been duly adopted in accordance with Section 242 of the General\n\nCorporation Law of the State of Delaware.\n\n[Signature Page Follows]\n\nIN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by its duly authorized officer\n\non this [__] day of [__], 2026.\n\nALIGHT, INC.\n\nBy: /s/                               \n\nName:\n\nTitle:\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n88  2026 PROXY STATEMENT\n\nAppendix B\n\nProposed Amendments to the Alight Charter Pursuant to Proposal No. 5\n\nIf the proposal to amend the Alight Charter pursuant to Proposal No. 5 is approved, the Alight Charter would be amended and restated\n\nto add a new Article XIV as set forth in the amendment to the Alight Charter that follows:\n\nCERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF\n\nALIGHT, INC.\n\n(Pursuant to Section 242 of the General Corporation Law of the State of Delaware)\n\n                            Alight, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware\n\n(the “Corporation”), does hereby certify that:\n\n                            1.          The Amended and Restated Certificate of Incorporation of the Corporation (as heretofore amended, the\n\n“Certificate of Incorporation”) is hereby amended by adding a new Article XIV as follows:\n\n“Article XIV\n\nSection 14.1. Limited Liability of Officers. To the fullest extent permitted by applicable law, no officer of the Corporation\n\nwill have any personal liability to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as an\n\nofficer. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of officers, then the\n\nliability of an officer of the Corporation, shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.\n\nNeither the amendment nor the repeal of this Article XIV shall eliminate, reduce or otherwise adversely affect any limitation on the\n\npersonal liability of an officer of the Corporation existing prior to such amendment or repeal. For purposes of this Article XIV,\n\n“officer” shall have the meaning provided in Section 102(b)(7) of the DGCL.” \n\n              2.          The amendments described herein have been duly adopted in accordance with Section 242 of the General\n\nCorporation Law of the State of Delaware.\n\n[Signature Page Follows]\n\nIN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by its duly authorized officer on this\n\n[__] day of [__], 2026.\n\nALIGHT, INC.\n\nBy: /s/                               \n\nName:\n\nTitle:\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n89 \n\nAppendix C\n\nProposed Amendments to the Alight Charter Pursuant to Proposal No. 6\n\nIf the proposal to amend the Alight Charter pursuant to Proposal No. 6 is approved and our Board elects to implement a Reverse Stock\n\nSplit, Sections 4.1(A) and 4.1(B) of Article IV of the Alight Charter would be amended and restated as set forth in the amendment to the\n\nAlight Charter that follows:\n\nCERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF\n\nALIGHT, INC.\n\n(Pursuant to Section 242 of the General Corporation Law of the State of Delaware)\n\n                            Alight, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware\n\n(the “Corporation”), does hereby certify that:\n\n                            1.          Section 4.1(A) and Section 4.1(B) of Article IV of the Amended and Restated Certificate of Incorporation\n\nof the Corporation (as heretofore amended, the “Certificate of Incorporation”) are hereby amended by deleting them in their entirety\n\nand adding new Sections 4.1(A) and Section 4.1(B) to read as follows:\n\n                            “(A) The total number of shares of all classes of stock that the Corporation is authorized to issue is [Amendment A:\n\n122,790,000; Amendment B: 61,895,000; Amendment C: 41,596,672; Amendment D: 31,447,500] shares, consisting of (i) 1,000,000\n\nshares of Preferred Stock, par value $0.0001 per share (“Preferred Stock”), (ii) [Amendment A: 100,000,000; Amendment B:\n\n50,000,000; Amendment C: 33,333,334; Amendment D: 25,000,000] shares of Class A Common Stock, par value $0.0001 per share\n\n(“Class A Common Stock”), (iii) [Amendment A: 3,000,000; Amendment B: 1,500,000; Amendment C: 1,000,002; Amendment D:\n\n750,000] shares of Class B Non-Voting Common Stock, par value $0.0001 per share (“Class B Common Stock”), which shall be\n\ndivided into [Amendment A: 1,000,000; Amendment B: 500,000; Amendment C: 333,334; Amendment D: 250,000] series of shares\n\nof Class B-1 Common Stock, par value $0.0001 per share (“Class B-1 Common Stock”), [Amendment A: 1,000,000; Amendment B:\n\n500,000; Amendment C: 333,334; Amendment D: 250,000] series of shares of Class B-2 Common Stock, par value $0.0001 per share\n\n(“Class B-2 Common Stock”) and [Amendment A: 1,000,000; Amendment B: 500,000; Amendment C: 333,334; Amendment D:\n\n250,000] series of shares of Class B-3 Common Stock, par value $0.0001 per share (“Class B-3 Common Stock”), (iv) [Amendment\n\nA: 17,500,000; Amendment B: 8,750,000; Amendment C: 5,833,334; Amendment D: 4,375,000] shares of Class V Common Stock,\n\npar value $0.0001 per share (“Class V Common Stock”) and (v) [Amendment A: 1,290,000; Amendment B: 645,000; Amendment C:\n\n430,002; Amendment D: 322,500] shares of Class Z Non-Voting Common Stock, par value $0.0001 per share (“Class Z Common\n\nStock”), which shall be divided into [Amendment A: 1,150,000; Amendment B: 575,000; Amendment C: 383,334; Amendment D:\n\n287,500] series of shares of Class Z-A Common Stock, par value $0.0001 per share (“Class Z-A Common Stock”), [Amendment A:\n\n70,000; Amendment B: 35,000; Amendment C: 23,334; Amendment D: 17,500] series of shares of Class Z-B-1 Common Stock, par\n\nvalue $0.0001 per share (“Class Z-B-1 Common Stock”) and  [Amendment A: 70,000; Amendment B: 35,000; Amendment C:\n\n23,334; Amendment D: 17,500] series of shares of Class Z-B-2 Common Stock, par value $0.0001 per share (“Class Z-B-2 Common\n\nStock”) (the Class Z Common Stock, together with the Class A Common Stock, the Class B Common Stock and the Class V Common\n\nStock, the “Common Stock”). The number of authorized shares of any of the Class A Common Stock, Class B Common Stock, Class\n\nV Common Stock, Class Z Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares of\n\nsuch class or series then outstanding or, in the case of Class A Common Stock, necessary for issuance upon conversion of outstanding\n\nshares of Class B Common Stock and Class Z-A Common Stock or upon exchange of Class A Units (as defined in the Second\n\nAmended and Restated Limited Liability Company Agreement of Alight Holding Company, LLC (as it may be amended and/or\n\nrestated from time to time, the “LLC Agreement”)) and corresponding shares of Class V Common Stock) by the affirmative vote of\n\nthe holders of a majority in voting power of the stock of the Corporation entitled to vote thereon irrespective of the provisions of\n\nSection 242(b)(2) of the DGCL (or any successor provision thereto), and no vote of the holders of any of the Class A Common Stock,\n\nthe Class B Common Stock, the Class V Common Stock, Class Z Common Stock or Preferred Stock voting separately as a class shall\n\nbe required therefor, unless a vote of any such holder is required pursuant to this Certificate of Incorporation or any certificate of\n\ndesignations relating to any series of Preferred Stock. Notwithstanding anything to the contrary set forth herein, shares of Class Z\n\nCommon Stock may be fractional shares.\n\n(B) For purposes of this Certificate of Incorporation (i) the term “Closing Date” shall mean July 2, 2021 and the term\n\n“Business Combination Agreement” shall mean that Amended and Restated Business Combination Agreement, dated as of April 29,\n\n2021, by and among the Corporation, Foley Trasimene Acquisition Corp., Tempo Holding Company, LLC, Acrobat Merger Sub,\n\nLLC, Acrobat SPAC Merger Sub, Inc., Acrobat Blocker 1 Corp., Acrobat Blocker 2 Corp., Acrobat Blocker 3 Corp., Acrobat Blocker\n\nProxy Statement and\n\nMeeting Overview\n\nBoard of\n\nDirectors\n\nCorporate\n\nGovernance\n\nExecutive\n\nCompensation\n\nAuditor\n\nApproval\n\nSay-On-\n\nPay\n\nBoard\n\nDeclassification\n\nOfficer\n\nExculpation\n\nReverse\n\nStock Split\n\nAdditional\n\nInformation\n\n90  2026 PROXY STATEMENT\n\n4 Corp., Tempo Blocker I, LLC, Tempo Blocker II, LLC, Blackstone Tempo Feeder Fund VII L.P. and New Mountain Partners IV\n\nSpecial (AIV-E), LP., as it may be amended and/or restated from time to time. \n\nUpon the filing and effectiveness of this Certificate of Amendment (the “Effective Time”), the shares of Class Common A\n\nStock, Class B-1 Common Stock, Class B-2 Common Stock, and Class V Common Stock issued and outstanding or held in the\n\ntreasury (if any) immediately prior to the Effective Time shall be automatically combined and reclassified, without further action, such\n\nthat (i) each [Amendment A: 10; Amendment B: 20; Amendment C: 30; Amendment D: 40] shares of Class A Common Stock issued\n\nand outstanding or held in treasury immediately prior to the Effective Time shall be reclassified into one (1) validly issued, fully paid\n\nand non-assessable share of Class A Common Stock, (ii) each [Amendment A: 10; Amendment B: 20; Amendment C: 30;\n\nAmendment D: 40] shares of Class B-1 Common Stock issued and outstanding or held in treasury immediately prior to the Effective\n\nTime shall be reclassified into one (1) validly issued, fully paid and non-assessable share of Class B-1 Common Stock, (iii) each\n\n[Amendment A: 10; Amendment B: 20; Amendment C: 30; Amendment D: 40] shares of Class B-2 Common Stock issued and\n\noutstanding or held in treasury immediately prior to the Effective Time shall be reclassified into one (1) validly issued, fully paid and\n\nnon-assessable share of Class B-2 Common Stock and (iv) each [Amendment A: 10; Amendment B: 20; Amendment C: 30;\n\nAmendment D: 40] shares of Class V Common Stock issued and outstanding or held in treasury immediately prior to the Effective\n\nTime shall be reclassified into one (1) validly issued, fully paid and non-assessable share of Class V Common Stock (collectively, the\n\n“Reverse Stock Split”). Notwithstanding the immediately preceding sentence, no fractional shares shall be issued and, in lieu thereof,\n\nany person who would otherwise be entitled to a fraction of a share of Class A Common Stock, Class B-1 Common Stock, Class B-2\n\nCommon Stock or Class V Common Stock, as applicable, as a result of the Reverse Stock Split, as of the Effective Time, shall be\n\nentitled to receive a cash payment in an amount equal to the fair value thereof as of the Effective Time (as determined by the Board of\n\nDirectors), without interest.  Each stock certificate that, immediately prior to the Effective Time, represented shares of Class A\n\nCommon Stock, Class B-1 Common Stock, Class B-2 Common Stock or Class V Common Stock, as applicable, that was issued and\n\noutstanding immediately prior to the Effective Time shall, from and after the Effective Time, automatically and without the necessity\n\nof presenting the same for exchange, represent that the number of whole shares of Class A Common Stock, Class B-1 Common Stock,\n\nClass B-2 Common Stock and Class V Common Stock, as applicable, into which the shares formerly represented by such certificate\n\nshall have been reclassified as a result of the Reverse Stock Split, provided, however, that each stockholder of record holding a\n\ncertificate that represented shares of Class A Common Stock, Class B-1 Common Stock, Class B-2 Common Stock and Class V\n\nCommon Stock, as applicable, that were issued and outstanding immediately prior to the Effective Time shall be entitled to receive,\n\nfrom and after the Effective Time, upon surrender of such certificate, a new certificate evidencing and representing the number of\n\nwhole shares of Class A Common Stock, Class B-1 Common Stock, Class B-2 Common Stock and Class V Common Stock, as\n\napplicable, into which the shares represented by such certificate shall have been reclassified as a result of the Reverse Stock Split.”\n\n              2.          The amendments described herein have been duly adopted in accordance with Section 242 of the General\n\nCorporation Law of the State of Delaware.\n\n              3.          This Certificate of Amendment and the amendments described herein shall be effective at ________ on\n\nDATE.\n\n[Signature Page Follows]\n\nIN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by its duly authorized officer\n\non this [__] day of [__], 2026.\n\nALIGHT, INC.\n\nBy: /s/                               \n\nName:\n\nTitle:"}