Board, pay and equity plan changes at eHealth (NASDAQ: EHTH) for 2026 vote
Filing Impact
Filing Sentiment
Form Type
DEF 14A
Rhea-AI Filing Summary
eHealth, Inc. is asking stockholders to approve four items at its June 18, 2026 virtual annual meeting, including electing two Class II directors, ratifying Ernst & Young LLP, an advisory vote on executive pay and an amendment to its 2024 Equity Incentive Plan.
The equity plan change would add 1,300,000 shares of common stock, about 4.1% of fully diluted shares, to support grants through the 2027 cycle. The proxy highlights 2025 results: revenue rose to $554.0 million, GAAP net income to $40.0 million and adjusted EBITDA to $97.3 million, while operating cash flow was negative $25.3 million.
eHealth reports improving Medicare Advantage unit economics, strong growth in hospital indemnity and Medicare Supplement sales, and deployment of AI-powered voice agents. The filing also notes a CEO transition to Derrick Duke, ongoing board refreshment and a 2026 pay program more tightly tied to operating cash flow and other financial metrics.
Positive
- None.
Negative
- None.
Key Figures
2025 Revenue: $554.0 million
2025 GAAP Net Income: $40.0 million
2025 Adjusted EBITDA: $97.3 million
+5 more
8 metrics
2025 Revenue
$554.0 million
Fiscal year 2025 total revenue vs $532.4 million in 2024
2025 GAAP Net Income
$40.0 million
Fiscal year 2025 GAAP net income vs $10.1 million in 2024
2025 Adjusted EBITDA
$97.3 million
Fiscal year 2025 adjusted EBITDA vs $69.3 million in 2024
2025 Operating Cash Flow
($25.3) million
Fiscal year 2025 operating cash flow vs ($18.4) million in 2024
Cash and Securities
$77.2 million
Cash, cash equivalents and marketable securities as of December 31, 2025
Commissions Receivable
$1.1 billion
Commissions receivable balance as of December 31, 2025 vs $1.0 billion in 2024
Equity Plan Share Increase
1,300,000 shares
Additional shares requested under 2024 Equity Plan, ~4.1% of fully diluted shares
Total Votes Outstanding
35,958,616 votes
Aggregate voting power from common and Series A preferred as of April 20, 2026
Key Terms
Medicare Advantage, adjusted EBITDA, LTV-to-CAC ratio, Performance-Based Restricted Stock Units (PSUs), +2 more
6 terms
Medicare Advantage financial
"eHealth continued to improve our Medicare Advantage unit margins, driven by higher constrained lifetime value"
Medicare Advantage is a type of health insurance plan offered by private companies that covers services traditionally provided by government-run Medicare. Think of it as a bundled package that combines hospital, doctor, and other medical care into one plan, often with added benefits. For investors, it matters because the popularity and profitability of these plans can influence healthcare companies and the broader health insurance industry.
adjusted EBITDA financial
"FY 2025 adjusted EBITDA (1) of $97.3 million improved 40% compared to FY 2024 adjusted EBITDA"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
LTV-to-CAC ratio financial
"Medicare Advantage LTV-to-CAC ratio (1) improved to 2.2x for the three months ended December 31, 2025"
Performance-Based Restricted Stock Units (PSUs) financial
"Performance-Based Restricted Stock Units (“PSUs”) | Restricted Stock Units (“RSUs”)"
Say-on-Pay financial
"Proposal 3 - Advisory Vote to Approve Executive Compensation begins on page 37"
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
burn rate financial
"Burn rates have declined over the past three years, despite significant executive leadership changes."
The burn rate is how quickly a company spends its available cash to pay ongoing costs, usually expressed as money used per month. For investors it signals how long the business can keep operating before needing new funding or becoming profitable — like tracking how fast a household is drawing down its savings to cover bills — helping judge short-term risk and urgency for financing or cost cuts.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
____________________________
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement | |||||||
| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |||||||
☒ | Definitive Proxy Statement | |||||||
| ☐ | Definitive Additional Materials | |||||||
| ☐ | Soliciting Material under § 240.14a-12 | |||||||
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. | |||||||||||||
| ☐ | Fee paid previously with preliminary materials. | |||||||||||||
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||||||||||||
Table of Contents
Letter from our CEO
Dear Fellow Stockholder:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of eHealth, Inc., a Delaware corporation (the “Company”), that will be held on June 18, 2026 at 9:00 a.m., Eastern Time, and any postponement, adjournment or continuation thereof. We will hold the Annual Meeting in a virtual format via live webcast at www.virtualshareholdermeeting.com/EHTH2026.
On or about April 28, 2026, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”). The Notice contains instructions on how to access the Company’s proxy statement and the annual report, how to vote online or by telephone, and how to receive a paper copy of the proxy materials by mail. If you requested to receive printed proxy materials, you may submit your proxy or voting instructions by completing, signing, dating and returning your proxy card or voting instruction form in the envelope provided.
We are confident that our director candidates have the professional achievements, skills, experiences and reputations that qualify each of them to oversee the Company’s management and the execution of our long-term strategic plan to realize stockholder value. The Board of Directors unanimously recommends that you vote “FOR” the election of Prama Bhatt and Beth A. Brooke to the Board of Directors (Proposal 1), “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026 (Proposal 2), “FOR” the approval, on an advisory basis, of the compensation of our Named Executive Officers (Proposal 3), and “FOR” the approval of an amendment and restatement of the eHealth, Inc. Amended and Restated 2024 Equity Incentive Plan to increase the maximum number of shares of common stock that may be issued thereunder by 1,300,000 shares (Proposal 4).
It is important that your shares be represented and voted at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. You may vote over the Internet, as well as by telephone, or by mailing a proxy card or voting instruction form. Returning the proxy or voting instruction form or voting by Internet or telephone does not deprive you of your right to attend the Annual Meeting virtually and to vote your shares at the Annual Meeting. Voting now will not limit your right to change your vote or to attend the Annual Meeting.
Thank you for your ongoing support of eHealth, Inc.
Sincerely yours, | |||||
 | |||||
Derrick A. Duke Chief Executive Officer and Director | |||||
April 28, 2026
Table of Contents
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of eHealth, Inc., a Delaware corporation (the “Company”), will be held solely via live webcast at www.virtualshareholdermeeting.com/EHTH2026, on June 18, 2026 at 9:00 a.m., Eastern Time.
Meeting Details
 | When |  | Where |  | Who | |||||||||||||||
June 18, 2026 9:00 a.m., Eastern Time | Virtually via live webcast at www.virtualshareholdermeeting.com/EHTH2026 | All stockholders as of the Record Date, close of business on April 20, 2026 | ||||||||||||||||||
| Purpose of the Meeting | |||||
| 1 | To elect the two Class II director nominees named in the accompanying proxy statement to serve for terms of three years and until their respective successors are duly elected and qualified, subject to earlier resignation or removal | ||||
| 2 | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026 | ||||
| 3 | To vote to approve, on an advisory basis, the compensation of our Named Executive Officers | ||||
| 4 | To vote to approve an amendment and restatement of the eHealth, Inc. Amended and Restated 2024 Equity Incentive Plan to increase the maximum number of shares of common stock that may be issued thereunder by 1,300,000 shares | ||||
| 5 | To transact such other business as may properly come before the Annual Meeting or at any postponement, adjournment or continuation thereof | ||||
The foregoing items of business are more fully described in the proxy statement accompanying this notice or made available over the Internet.
Record Date
Only stockholders of the Company as of the close of business on April 20, 2026 (the “Record Date”) and their proxies are entitled to notice of, to attend and/or to vote at the Annual Meeting and any postponements, adjournments or continuations thereof.
Attending the Annual Meeting
All stockholders as of the Record Date are cordially invited to attend the Annual Meeting. You are urged to vote even if you sold your shares after the Record Date. You may vote over the Internet, as well as by telephone, or by mailing a proxy card or voting instruction form. Further instructions regarding voting rights and the matters to be voted upon are presented in the accompanying proxy statement.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING, REGARDLESS OF WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. ACCORDINGLY, AFTER READING THE ACCOMPANYING PROXY STATEMENT, PLEASE PROMPTLY SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS BY FOLLOWING THE INSTRUCTIONS PROVIDED. PLEASE NOTE THAT EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, WE RECOMMEND THAT YOU VOTE PRIOR TO THE ANNUAL MEETING TO ENSURE THAT YOUR SHARES WILL BE REPRESENTED.
Regardless of the number of shares of the Company that you own, your vote will be important. Thank you for your continued support, interest and investment in the Company.
Table of Contents
By Order of the Board of Directors, | |||||
 | |||||
Gavin G. Galimi Senior Vice President, General Counsel and Corporate Secretary | |||||
Indianapolis, Indiana
April 28, 2026
April 28, 2026
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL MEETING TO BE HELD ON JUNE 18, 2026
The proxy statement, the accompanying proxy card and the annual report are available free of charge at www.proxyvote.com. Information on this website, other than this proxy statement, is not a part of this proxy statement.
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The accompanying proxy statement provides a detailed description of the business to be conducted at the Annual Meeting. We urge you to read the accompanying proxy statement, including each appendix, carefully and in its entirety.
Forward-Looking Statements
This proxy statement contains statements that are forward-looking statements as defined within the Private Securities Litigation Reform Act of 1995. These include statements regarding our expectations regarding our business, operations and strategy, including the following:
•our plans, strategies or objectives with respect to future operations;
•our expectations regarding our financial performance and profitability;
•our expectations regarding our operations and costs, including investment in enrollment growth and business diversification; and
•other statements regarding our plans for executive compensation, our future operations, financial condition, prospects and business strategies.
These forward-looking statements are inherently subject to various risks and uncertainties that could cause actual results to differ materially from the statements made, including the risks and uncertainties described in our most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K filed with the Securities and Exchange Commission and available on the Investor Relations page of our website at ir.ehealthinsurance.com and on the Securities and Exchange Commission’s website at www.sec.gov. In particular, we are required by Accounting Standards Codification 606—Revenue from Contracts with Customers to make numerous assumptions that are based on historical trends and our management’s judgment. These assumptions may change over time and have a material impact on our revenue recognition, guidance, and results of operations. Please review the assumptions stated in this proxy statement carefully.
All forward-looking statements in this proxy statement are based on information available to us as of the date hereof, and we do not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.
TABLE OF CONTENTS
PROXY SUMMARY | 1 | ||||
Voting Items | 1 | ||||
Ways to Vote | 1 | ||||
About Our Company | 1 | ||||
Fiscal 2025 Overview | 2 | ||||
Company Proposals | 3 | ||||
Questions and Answers About the Proxy Materials and the Annual Meeting | 7 | ||||
BOARD AND GOVERNANCE MATTERS | 13 | ||||
Proposal 1 - Election of Directors | 13 | ||||
General | 13 | ||||
Nominees for Class II Directors | 14 | ||||
Required Vote and Board Recommendation | 14 | ||||
Continuing Directors | 15 | ||||
Departing Director | 17 | ||||
Board Composition and Director Selection | 18 | ||||
Overview of Our Board | 18 | ||||
Board Independence | 18 | ||||
Director Selection and Refreshment Process | 19 | ||||
Board Self-Assessment and Board Composition Assessment Processes | 19 | ||||
Board Skills and Experience | 20 | ||||
Shareholder Communications | 20 | ||||
Stockholder Engagement | 22 | ||||
Board Function and Leadership | 24 | ||||
Board Leadership Structure | 24 | ||||
Board Meetings | 24 | ||||
Board Attendance at Annual Meeting of Stockholders | 24 | ||||
Executive Sessions | 24 | ||||
The Board’s Role in Risk Oversight | 24 | ||||
Oversight of Business Strategy and Risk Management | 24 | ||||
Risk Oversight by the Committees of the Board | 25 | ||||
Oversight of Human Capital Management and Succession Planning | 28 | ||||
Oversight of Cybersecurity | 29 | ||||
Corporate Governance Policies | 29 | ||||
Non-Employee Director Compensation | 30 | ||||
| AUDIT MATTERS | 35 | ||||
Proposal 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm | 35 | ||||
General | 35 | ||||
Required Vote and Board Recommendation | 35 | ||||
Pre-Approval Policies and Procedures | 35 | ||||
Principal Accountant Fees and Services | 35 | ||||
Report of the Audit Committee of the Board | 36 | ||||
| EXECUTIVE COMPENSATION | 37 | ||||
Proposal 3 - Advisory Vote to Approve Executive Compensation | 37 | ||||
General | 37 | ||||
Required Vote and Board Recommendation | 37 | ||||
Current Executive Officers | 38 | ||||
Compensation Overview | 39 | ||||
Executive Compensation Governance | 39 | ||||
Executive Compensation Program for 2025 | 42 | ||||
Compensation Governance Policies and Practices | 49 | ||||
Executive Compensation Tables | 52 | ||||
2025 Summary Compensation Table | 52 | ||||
2025 Grants of Plan-Based Awards | 53 | ||||
2025 Outstanding Equity Awards at Fiscal Year-End | 54 | ||||
2025 Option Exercises and Stock Vested at Fiscal Year-End | 55 | ||||
Non-Qualified Deferred Compensation | 56 | ||||
Employment Agreements, Severance Agreements and Change of Control Arrangements | 56 | ||||
Pay Versus Performance | 61 | ||||
Equity Compensation Plan Information | 63 | ||||
OTHER COMPANY PROPOSAL | 64 | ||||
Proposal 4 - Approval of an Amendment and Restatement of the eHealth, Inc. 2024 Amended and Restated Equity Incentive Plan | 64 | ||||
Overview | 64 | ||||
| Required Vote and Board Recommendation | 64 | ||||
Purpose | 65 | ||||
Reasons for Seeking Stockholder Approval | 65 | ||||
Considerations of the Board in Making its Recommendation | 69 | ||||
Summary of the 2024 Amended Equity Plan | 70 | ||||
STOCK OWNERSHIP MATTERS | 79 | ||||
Security Ownership of Certain Beneficial Owners and Management | 79 | ||||
Beneficial Ownership Table | 80 | ||||
OTHER INFORMATION | 82 | ||||
Certain Relationships and Related Transactions | 82 | ||||
Stockholder Proposals for the 2027 Annual Meeting | 83 | ||||
Annual Report | 84 | ||||
APPENDICES | |||||
Appendix A: Non-GAAP Financial Information and Reconciliation of GAAP to Non-GAAP Financial Measures | A-1 | ||||
Appendix B: Amended and Restated 2024 Equity Incentive Plan | B-1 | ||||
Table of Contents
PROXY SUMMARY
This summary highlights certain information contained elsewhere in this proxy statement (the “Proxy Statement”). For more complete information about these topics, please review our Annual Report on Form 10-K for the year ended December 31, 2025 and this entire Proxy Statement.
Voting Items
Company Proposals | Board Recommendations | Page Reference | ||||||||||||
Proposal 1 | To elect the two Class II director nominees for terms of three years |  | For All Nominees | 13 | ||||||||||
Proposal 2 | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026 | | For | 35 | ||||||||||
Proposal 3 | To vote to approve, on an advisory basis, the compensation of our Named Executive Officers | | For | 37 | ||||||||||
Proposal 4 | To vote to approve an amendment and restatement of the eHealth, Inc. Amended and Restated 2024 Equity Incentive Plan to increase the maximum number of shares of common stock that may be issued thereunder by 1,300,000 | | For | 64 | ||||||||||
Ways to Vote
YOUR VOTE IS IMPORTANT. Please vote as promptly as possible by using any of the following methods:
Before 11:59 P.M. on June 17, 2026:
 |  |  |  | |||||||||||||||||
| INTERNET | SCAN | PHONE | ||||||||||||||||||
| Over the internet at www.proxyvote.com. Have your proxy card in hand and follow the instructions. | Scan the QR Barcode included in your proxy card with your mobile device | Dial 1 (800) 690-6903 | mail to: Vote Processing c/o Broadridge 51 Mercedes Way Edgewood, NY 11717 | |||||||||||||||||
During the Annual Meeting: Go to www.virtualshareholding meeting.com/EHTH2026.
About Our Company
We are a leading private health insurance marketplace with a technology and service platform that provides consumer engagement, education and health insurance enrollment solutions. Our mission is to expertly guide consumers, or beneficiaries, through their health insurance enrollment and related options, when, where and how they prefer. Our platform leverages technology to solve a critical problem in a large and growing market by aiding consumers in what has traditionally been a complex, confusing and opaque health insurance purchasing process.
Our omnichannel consumer engagement platform differentiates our offering from competitors and enables consumers to use our services through our self-service online platform, by telephone with a licensed and trained insurance agent, or benefit advisor, or through a hybrid online assisted interaction that includes live agent chat and co-browsing capabilities. We have created a consumer-centric marketplace that offers consumers a broad choice of insurance products that includes thousands of Medicare Advantage, Medicare Supplement, Medicare Part D prescription drug, individual, family, small business and other ancillary health insurance products from over 180 health insurance carriers nationwide, including approximately 50 Medicare health insurance carriers. Our plan recommendation tool curates this broad plan selection by analyzing beneficiaries’ health-related information against plan data for insurance coverage fit. This tool is supported by a unified data platform and is available to our ecommerce consumers and our licensed benefit advisors. We strive to be the most trusted, unbiased, transparent partner to consumers in their journeys through the health insurance market.
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Fiscal 2025 Overview
Business Performance Highlights
eHealth delivered strong financial performance in 2025 amidst a complex operating environment. FY 2025 revenue and adjusted EBITDA(1) surpassed targets laid out in the board plan and that was provided to our stockholders at the beginning of the year. eHealth continued to improve our Medicare Advantage unit margins, driven by higher constrained lifetime value (“LTV”)(1) for all Medicare products, reflecting favorable channel mix and stable retention trends. Ultimately, Medicare Advantage LTV-to-CAC ratio(1) improved to 2.2x for the three months ended December 31, 2025, up from 2.0x in the prior year period, we believe this is a validation of our brand investments, variable-cost efficiency, and retention performance. FY 2025 operating cash flow performance was below expectations, driven by carrier partners’ decision to decrease marketing budgets. | ||||||||||||||
•FY 2025 total revenue of $554.0 million increased 4% compared to FY 2024 total revenue of $532.4 million. •FY 2025 GAAP net income of $40.0 million increased nearly 300% compared to FY 2024 GAAP net income of $10.1 million. •FY 2025 adjusted EBITDA(1) of $97.3 million improved 40% compared to FY 2024 adjusted EBITDA of $69.3 million. | •FY 2025 operating cash flow of ($25.3) million compared to FY 2024 operating cash flow of ($18.4) million. •Cash, cash equivalents and marketable securities of $77.2 million as of December 31, 2025. •Commissions receivable balance of $1.1 billion as of December 31, 2025 grew 12% compared to $1.0 billion as of December 31, 2024. | |||||||||||||
The Company made significant progress on key operational goals in FY 2025. Focus areas included: (1) Consumer-centric retention efforts including near-term and long-term membership retention; (2) Advancement of AI and digital leadership; and (3) Pursuit of targeted diversification beyond core Medicare Advantage agency fulfillment model. | ||||||||||||||
•Continued to elevate consumer experience, focusing on enrollment quality, building our distinctive brand that resonates with consumers and improving retention. Improved sent-to-approved ratio and retention services vs. FY 2024. •Strong performance outside of core Medicare Advantage Agency model from Hospital Indemnity Plan (“HIP”) and Medicare Supplement sales. HIP demonstrated FY 2025 approved application growth of more than 400% year-over-year. Achieved goal of growing diversified revenue by $10 million year-over-year. | •Launched AI-powered voice agent in early 2025. Deployed across three different client-facing use cases. At scale, our AI agent drove increased efficiencies within our agency model while reducing call wait times. Also successfully launched our internally-facing AI Center of Excellence which provides a clear governance framework and education around employee AI use. | |||||||||||||
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(1) See Appendix A for definitions.
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Executive Leadership and Board Governance Updates
| Summary | |||||||||||
Executive Leadership | On September 18, 2025, Fran Soistman retired from his role as Chief Executive Officer, and Derrick Duke was appointed to succeed him (the “CEO Transition”). Following his retirement, Mr. Soistman continued to serve as an executive advisor through December 31, 2025. Mr. Soistman currently serves as a member of the Board. | ||||||||||
Board and Governance Update | On September 17, 2025, Aaron Tolson, who was initially appointed to the Board as a designee of Echelon Health SPV, LP (“H.I.G.”) pursuant to the terms of the Investment Agreement, dated February 17, 2021 (as amended, the “Investment Agreement”), between the Company and H.I.G., resigned from the Board, as well as from the Board’s Compensation Committee, Nominating and Corporate Governance Committee and Government and Regulatory Affairs Committee. Todd Arden was appointed to the Board as a designee of H.I.G. pursuant to the Investment Agreement and to fill the vacancy created by Mr. Tolson’s resignation. Mr. Arden serves as a Class I director, with a term expiring at the Company’s 2028 annual meeting of stockholders. Mr. Arden was also appointed to the Board’s Compensation Committee, Nominating and Corporate Governance Committee and Government and Regulatory Affairs Committee. | ||||||||||
On December 30, 2025, in connection with the Company’s financing and strategic transactions efforts, the Board created a Strategy Committee. | |||||||||||
On March 18, 2026, the Board terminated the Government and Regulatory Affairs Committee and Equity Incentive Committee. | |||||||||||
On March 26, 2026, Andrea C. Brimmer, a Class II director, notified the Company of her intention not to stand for re-election as a director of the Company upon the expiration of her current term at the Company’s 2026 Annual Meeting. | |||||||||||
Company Proposals
Director Nominees
Proposal 1 - Election of Directors begins on page 13 of this Proxy Statement
The Board unanimously recommends that you vote “FOR ALL” of our Board’s director nominees. The following tables provide summary information (as of the Record Date) about eHealth’s director nominees.
| Name | Primary Occupation | Age | Class | Director Since | A | C | NCG | Independent | ||||||||||||||||||
| Prama Bhatt | Former Chief Digital Officer, Ulta Beauty, Inc. | 56 | II | 2024 | R | ü | ||||||||||||||||||||
| Beth A. Brooke† ‡ | Former Global Vice Chair of Public Policy, Ernst & Young | 66 | II | 2019 | R | R | ü | |||||||||||||||||||
––––––––––––––
| Legend | † | Financial Expert | A | Audit | |||||||||||||
‡ | Board Chair | C | Compensation | ||||||||||||||
NCG | Nominating and Corporate Governance | ||||||||||||||||
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Corporate Governance Highlights
We believe that good governance is integral to achieving long-term stockholder value. We are committed to governance policies and practices that serve the interests of the Company and our stockholders. Our corporate governance policies and practices include:
ü | 8 of 10 directors are independent | ü | Share ownership guidelines for directors and executive officers | |||||||||||
| ü | Annual Board and Committee self-evaluations | ü | Insider Trading Policy prohibiting pledging and hedging ownership of eHealth’s stock | |||||||||||
| ü | Board has significant interaction with, and unlimited access to, senior management and other employees | ü | Robust Board and Committee oversight of strategy, risk, business, cybersecurity, and legal, compliance and regulatory matters | |||||||||||
| ü | Annual review of corporate governance policies, plans, programs and charters | ü | Regular executive sessions of independent directors | |||||||||||
| ü | Annual Board training of the Company’s corporate and regulatory compliance policies | ü | Proactive year-round stockholder engagement | |||||||||||
Ratification of the Appointment of Ernst & Young LLP
Proposal 2 - Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2026 begins on page 35 of this Proxy Statement.
Executive Compensation Highlights
Proposal 3 - Advisory Vote to Approve Executive Compensation begins on page 37 of this Proxy Statement.
Elements of Executive Compensation
Performance-Based / At Risk | ||||||||||||||
Fixed | Short-Term Incentive | Long-Term Incentive | ||||||||||||
| Component | Base Salary | Annual Bonus Program | Performance-Based Restricted Stock Units (“PSUs”) | Restricted Stock Units (“RSUs”) | ||||||||||
Objective | Provide competitive base salaries to compensate executives for day-to-day contributions | Link compensation to achievement of rigorous annual financial and/or operational performance | Link equity compensation with rigorous goals related to Company results and stockholder value | Provide retention incentive to employees to remain with the Company long-term | ||||||||||
2025 Executive Compensation Program Highlights
The Compensation Committee, working closely with management and its independent compensation consultant, Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”), reviewed and approved our executive compensation program aimed at recognizing achievement of operating targets for the year while reflecting our continued commitment to pursue a compensation plan based on our pay-for-performance philosophy. The performance metrics selected also reflect the three-year financial targets that we shared at our Investor Day in May 2023 and our Investor Presentation in August 2024.
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Key highlights from our 2025 executive compensation program include the following:
| Fixed | Cash | Base Salary Objective: Provide competitive base salaries to compensate executives for day-to-day contributions Key Features: •Base salaries remained unchanged for continuing Named Executive Officers •In connection with the commencement of his employment, Mr. Duke’s salary was set at $700,000, which is $50,000 lower than the base salary of Mr. Soistman | ||||||
| Variable | Annual Bonus Program Objective: Link compensation to achievement of rigorous annual financial and/or operational performance Key Features: •Four performance goals ◦Operating Cash Flow (40% weight), Total Revenue (20% weight), Adjusted EBITDA (20% weight) and FY25 priorities (20% weight) ◦FY 25 priorities included 3 qualitative criteria consisting of (i) consumer retention; (ii) AI advancement; and (iii) targeted diversification •Three levels of achievement ◦Threshold at 50% payout, Target at 100% payout and Maximum at 200% payout •No change to target bonus opportunity of continuing Named Executive Officers as a percentage of base | |||||||
| Equity | Performance-based Restricted Stock Units (PSUs) Objective: Link equity compensation with rigorous goals related to Company results and stockholder value Key Features: •Increased performance period to three years, from two years •Adjusted EBITDA margin performance metric •Three levels of achievement ◦Threshold at 50% payout, Target at 100% payout and Maximum at 200% payout | |||||||
Time-based Restricted Stock Units (RSUs) Objective: Provide retention incentive to employees to remain with the Company long-term Key Features: •Vests one third annually over three years, subject to continued service | ||||||||
Looking Ahead: 2026 Executive Compensation Design Highlights
The Compensation Committee intends to align the 2026 compensation structure closely with our Company’s publicly-communicated 2026 operating plan, which emphasizes operating cash flow generation, margin discipline and targeted investment diversification. The Compensation Committee continues to evaluate the appropriate mix of award types and other terms, including vesting period and performance metrics, in connection with making future equity grants.
Key highlights from our 2026 executive compensation program include the following:
•Incentive Design. The annual bonus program will continue to align management incentives with eHealth’s annual operational goals through a balanced set of financial performance metrics consisting of Operating Cash Flow, Total Revenue and adjusted EBITDA, as determined based on the Company’s approved operating plan for 2026.
•Enhanced Focus on Quantitative Financial Performance. To strengthen pay‑for‑performance alignment and provide a clearer connection between executive compensation and financial outcomes, the Compensation Committee eliminated strategic objectives in the 2026 annual bonus program. This change increases the emphasis on our key financial objectives, with a particular focus on the Company’s Operating Cash Flow as a key indicator of sustainable profitability and financial discipline.
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•Operating Cash Flow Floor. If the Operating Cash Flow threshold of $(10) million is not achieved, total bonus payout maximum will be capped at 100% of target, not allowing for additional overpayment even if the Company outperforms on other financial performance targets, reinforcing the Compensation Committee’s emphasis on cash flow.
•Reevaluation of the Equity Program for Disciplined Share Usage. In light of the Company’s current stock price and anticipated equity usage, the Compensation Committee is reevaluating the structure and scale of the equity compensation program with a focus on managing disciplined equity burn rate, preserving stockholder value and ensuring that equity awards remain an effective and responsible component of the Company’s long‑term incentive framework. The Compensation Committee has postponed the approval of the 2026 annual equity awards while our equity incentive program is under evaluation.
Amended and Restated 2024 Equity Incentive Plan
Proposal 4 - Amended and Restated 2024 Equity Incentive Plan begins on page 64 of this Proxy Statement.
Stockholders are asked to approve an amendment and restatement of the eHealth, Inc. Amended and Restated 2024 Equity Incentive Plan (the “2024 Equity Plan”) to increase the number of shares of our common stock reserved for issuance by an additional 1,300,000 shares (the 2024 Equity Plan, as amended and restated, the “2024 Amended Equity Plan”), representing approximately 4.1% of fully diluted shares if approved.
The requested increase is intended to provide sufficient shares to support equity awards through the Company’s 2027 annual equity grant cycle, based on historical usage, projected cancellations and forfeitures and ongoing discipline around equity utilization.
Key Considerations:
•Equity Awards are Essential to Talent Acquisition and Retention. The Company operates in a competitive talent market for healthcare and technology professionals and relies on equity compensation to attract, retain and motivate employees critical to executing its long‑term strategy.
•Disciplined and Incremental Plan Cost and Dilution. The Board deliberately elected to request a smaller share increase to limit dilution and provide stockholders with more frequent opportunities to evaluate equity usage and dilution. The proposed share increase represents a measured, incremental authorization, rather than a larger multi‑year or expansive increase, while appropriately balancing the Company’s need to retain and motivate executives and other key employees through equity compensation program.
•Burn Rates Reflect Moderation and Improving Trends. Burn rates have declined over the past three years, despite significant executive leadership changes. Previous elevated burn rates are primarily attributable to non‑recurring executive transitions, promotions and retention awards, rather than broad‑based increases in equity usage. Furthermore, after taking into account cancellations and forfeitures, the Company’s 2025 net burn rate was consistent with historical norms.
•Peer Benchmarking Supports the Reasonableness of Equity Usage. For equity plan evaluation purposes, the Company benchmarks its equity usage against a healthcare technology, insurance technology and technology‑enabled services peer group, which management believes more accurately reflects the labor market in which the Company compete for talent. Using this peer group, the Company’s three‑year average gross and net burn rates fall within a reasonable market range, particularly given recent leadership transitions.
•The 2024 Amended Equity Plan Retains Strong Governance Features. Our 2024 Amended Equity Plan includes governance features that are consistent with prevailing governance standards and stockholder expectations.
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––––––––––––––––––––––––––––
PROXY STATEMENT FOR THE
2026 ANNUAL MEETING OF STOCKHOLDERS
––––––––––––––––––––––––––––
The Board of Directors (the “Board”) of eHealth, Inc., a Delaware corporation (“we,” “us,” “our,” the “Company” or “eHealth”), is soliciting proxies to be used at our Annual Meeting of Stockholders to be held solely via live webcast at www.virtualshareholdermeeting.com/EHTH2026 on June 18, 2026 at 9:00 a.m., Eastern Time, and for any postponement, adjournment or continuation thereof (the “Annual Meeting”).
On or about April 28, 2026, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement (the “Proxy Statement”) and our annual report, how to vote online or by telephone and how to receive a paper copy of the proxy materials by mail.
Questions and Answers About the Proxy Materials and the Annual Meeting
Why did I receive these proxy materials?
We are providing this Proxy Statement in connection with the solicitation by our Board of proxies to be voted at the Annual Meeting. This Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. You are invited to attend the Annual Meeting to vote on the proposals described in this Proxy Statement. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may vote your shares using one of the other voting methods described below. Whether or not you expect to attend the Annual Meeting, please vote your shares as soon as possible in order to ensure your representation at the Annual Meeting.
Your vote is very important. Please submit your vote via the Internet, telephone or mail as soon as possible by following the voting instructions on the proxy card or Notice, even if you plan to attend the Annual Meeting. If you hold your shares in an account at a bank, broker, dealer or other nominee, follow the instructions provided by your nominee on your voting instruction form or otherwise to vote your shares. Voting your shares by proxy ensures that if you are unable to attend the Annual Meeting, your shares will be voted at the Annual Meeting. Voting now will not limit your right to change your vote or to attend the Annual Meeting.
What proposals will be voted on at the Annual Meeting?
Four proposals are scheduled to be voted on at the Annual Meeting:
1.The election of the two Class II director nominees named in this Proxy Statement to serve for terms of three years and until their respective successors are duly elected and qualified, subject to earlier resignation or removal (Proposal 1);
2.The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026 (Proposal 2);
3.A vote to approve, on an advisory basis, the compensation of our Named Executive Officers (Proposal 3); and
4.A vote to approve an amendment and restatement of the eHealth, Inc. Amended and Restated 2024 Equity Incentive Plan to increase the maximum number of shares of common stock that may be issued thereunder by 1,300,000 shares (Proposal 4).
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What are the recommendations of the Board?
Our Board unanimously recommends that you vote:
1.“FOR” the election of the two Class II director nominees named in this Proxy Statement (Proposal 1);
2.“FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026 (Proposal 2);
3.“FOR” the approval, on an advisory basis, of the compensation of our Named Executive Officers (Proposal 3); and
4.“FOR” the approval of an amendment and restatement of the eHealth, Inc. Amended and Restated 2024 Equity Incentive Plan to increase the maximum number of shares of common stock that may be issued thereunder by 1,300,000 shares (Proposal 4).
Will there be any other items of business on the agenda?
We do not expect any other items of business beyond those described in this Proxy Statement because the deadline for stockholder proposals and nominations has already passed. Nonetheless, in case there is an unforeseen need, the proxy card gives discretionary authority to the persons named on the proxy with respect to any other matters that might be properly brought before the Annual Meeting. The proxy holders intend to vote that proxy in accordance with their judgment. If for any reason any of the nominees named in this Proxy Statement is not available as a candidate for director, and our Board has not reduced the authorized number of directors on our Board, then the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by the Board.
What constitutes a quorum?
As of the close of business on April 20, 2026 (the “Record Date”), there were 31,532,924 shares of our common stock and 2,250,000 shares of Series A preferred stock outstanding. Each holder of our common stock is entitled to one vote for each share of common stock held as of the Record Date, and each holder of our Series A preferred stock is entitled to that number of votes calculated in accordance with the Certificate of Designations of Series A Preferred Stock and the Amendment to the Certificate of Designations (as amended, the “Certificate of Designations”) previously filed as exhibits to our Current Report on Form 8-K filed with the Securities and Exchange Commission on May 3, 2021 and on January 6, 2026, respectively. As of the close of business on the Record Date, the holder of all of our outstanding Series A preferred stock was entitled to 4,425,692 votes at the Annual Meeting. The presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the voting power of all of the shares of our capital stock outstanding on the Record Date will constitute a quorum. The holders of our capital stock were entitled to an aggregate of 35,958,616 votes as of the close of business on the Record Date. Abstentions, withheld votes and broker non-votes are counted as present for the purpose of determining the presence of a quorum.
Who is entitled to vote?
Stockholders holding shares of our common stock or Series A preferred stock at the close of business on the Record Date vote as a single class at the Annual Meeting. You may vote all shares owned by you as of the Record Date, including (1) shares held directly in your name as the stockholder of record and (2) shares held for you as the beneficial owner in street name through a broker, bank or other nominee. Each holder of our common stock is entitled to one vote for each share of common stock held as of the Record Date. The holder of all of our outstanding Series A preferred stock was entitled to 4,425,692 votes as of the Record Date. For additional information regarding the voting rights of the Series A preferred stock, please see the Certificate of Designations.
What is the difference between holding shares as a stockholder of record and as a beneficial owner?
Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered, with respect to those shares, the “stockholder of record.”
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Beneficial Owner. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in “street name.” Your broker, bank or nominee is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or nominee how to vote your shares.
How do I attend the Annual Meeting?
You will be able to attend the Annual Meeting online by visiting www.virtualshareholdermeeting.com/EHTH2026. To participate in the Annual Meeting, you will need the control number included on your Notice, proxy card or voting instruction form. The Annual Meeting webcast will begin promptly at 9:00 a.m., Eastern Time, on June 18, 2026. We encourage you to access the meeting prior to the start time.
Your vote is very important. Please submit your voting instructions or proxy card as soon as possible, even if you plan to attend the Annual Meeting.
How do I vote my shares?
Stockholders may vote on matters that are properly presented at the Annual Meeting in four ways:
• By completing the proxy card and returning it to the Company at the address noted;
• By submitting your vote telephonically;
• By submitting your vote electronically via the Internet; or
• By attending and voting your shares at the Annual Meeting.
The Company is offering registered stockholders the opportunity to vote their shares by telephone or electronically through the Internet, in addition to following the traditional method of completing a paper proxy card and returning it by mail. Stockholders may vote by telephone or via the Internet by following the procedures described on the proxy card. To vote via telephone or the Internet, please have the proxy card in hand and call the number or go to the website listed on the proxy card and follow the instructions. The telephone and Internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to give their voting instructions, and to confirm that stockholders’ instructions have been recorded properly.
If your shares are held in a stock brokerage account or by a bank or other nominee, follow the instructions provided by your broker, bank or other nominee for voting your shares prior to the Annual Meeting.
The instructions by which you may vote your shares at the Annual Meeting differ based on whether you hold shares in your name as the stockholder of record or beneficially in street name. Shares held beneficially in street name may be voted at the Annual Meeting only if you first obtain a legal proxy from the broker, bank or other nominee that holds your shares as of the Record Date. The Company is not involved in providing legal proxies from brokers to beneficial stockholders. If you either do not request a legal proxy prior to the Annual Meeting or your broker fails to provide you a legal proxy, then you will not be able to vote at the Annual Meeting.
Even if you plan to attend the virtual Annual Meeting, we recommend that you also submit your proxy or voting instructions by Internet, telephone or mail so that your vote will be counted if you later decide not to attend the Annual Meeting. Stockholders who vote by Internet or telephone need not return a proxy card or the voting instruction form sent by brokers, banks or other nominees.
Can I change my vote or revoke my proxy?
If you are a stockholder of record, you may revoke your proxy at any time prior to the vote at the Annual Meeting. If you submitted your proxy by mail, you must either (1) file with our Corporate Secretary a written notice of revocation or (2) deliver, prior to the vote at the Annual Meeting, a valid, later-dated proxy. If you submitted your proxy by telephone or the Internet, you may revoke your proxy with a later telephone or Internet proxy, as the case may be. Attendance at the Annual Meeting will not have the effect of revoking a proxy unless you give written notice of revocation to our Corporate Secretary before the proxy is exercised or you vote by ballot at the Annual Meeting. If you are a beneficial owner, you may vote by
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submitting new voting instructions to your broker, bank or nominee or by obtaining a legal proxy prior to the Annual Meeting and attending the meeting and voting.
How are votes counted?
In the election of the Class II directors (Proposal 1), you may vote “FOR” the Company’s nominees or your vote may be “WITHHELD” with respect to one or more of the Company’s nominees. With respect to the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026 (Proposal 2), the vote to approve, on an advisory basis, the compensation of our Named Executive Officers (Proposal 3) and the vote to approve an amendment and restatement of the eHealth, Inc. Amended and Restated 2024 Equity Incentive Plan to increase the maximum number of shares of common stock that may be issued thereunder by 1,300,000 shares (Proposal 4), you may vote “FOR,” “AGAINST” or “ABSTAIN.” If you “WITHHOLD” or “ABSTAIN,” as applicable, such vote will have no effect on the voting results, although abstentions and withhold votes are considered for the purpose of determining the presence of a quorum. If you provide specific instructions, your shares will be voted as you instruct.
What vote is required to approve each item?
•Proposal 1. The election of the Class II directors requires a plurality, meaning that the two nominees receiving the highest number of “FOR” votes will be elected. Because the outcome of this proposal will be determined by a plurality vote, any shares not voted “FOR” a particular nominee by choosing to “WITHHOLD” authority to vote will have no effect on the outcome of the election.
•Proposal 2. The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026 requires the affirmative “FOR” vote of a majority of the votes cast affirmatively or negatively at the Annual Meeting in person or by proxy.
•Proposal 3. The vote to approve, on an advisory basis, the compensation of our Named Executive Officers requires the affirmative “FOR” vote of a majority of the votes cast affirmatively or negatively at the Annual Meeting in person or by proxy. As an advisory vote, this vote will not be binding on either the Company or the Board, nor will it create or imply any change in the fiduciary duties of, or impose any additional fiduciary duty on, the Company or the Board. However, our Compensation Committee will consider the outcome of the vote when making future compensation decisions for our Named Executive Officers.
•Proposal 4. The vote to approve an amendment and restatement of the eHealth, Inc. Amended and Restated 2024 Equity Incentive Plan to increase the maximum number of shares of common stock that may be issued thereunder by 1,300,000 shares requires the affirmative “FOR” vote of a majority of the votes cast affirmatively or negatively at the Annual Meeting in person or by proxy.
Abstentions or withhold votes, as applicable, will have no effect on the outcome of the vote on these proposals, although abstentions and withhold votes are considered for the purpose of determining the presence of a quorum. For a discussion of the impact of broker non-votes on the proposals, see “What are broker non-votes and what effect do they have on the proposals?” below.
What are broker non-votes and what effect do they have on the proposals?
If you hold your shares beneficially in street name and do not provide your broker, bank or nominee with voting instructions, your shares may constitute “broker non-votes.” Generally, broker non-votes occur when a broker (1) has not received voting instructions from the beneficial owner with respect to a particular proposal and (2) lacks discretionary voting power to vote those shares with respect to that particular proposal.
A broker is entitled to vote shares held for a beneficial owner on “routine” matters, such as our sole routine matter, the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026 (Proposal 2), without instructions from the beneficial owner of those shares. On the other hand, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on “non-routine” matters, such as the election of our Class II directors (Proposal 1), the vote to approve, on an advisory basis, the compensation of our Named Executive Officers (Proposal 3) and the vote to approve an amendment
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and restatement to the eHealth, Inc. Amended and Restated 2024 Equity Incentive Plan to increase the maximum number of shares of common stock that may be issued thereunder by 1,300,000 shares (Proposal 4).
Broker non-votes are counted for purposes of determining whether a quorum exists for the transaction of business at the Annual Meeting, but will not be counted for purposes of determining the number of shares voted with respect to an individual proposal, and therefore will have no effect on the outcome of the vote on an individual proposal.
Is there a list of registered stockholders entitled to vote at the Annual Meeting?
A list of registered stockholders entitled to vote at the Annual Meeting will be made available for examination by any stockholder for any purpose germane to the meeting no later than the tenth day prior to the meeting between the hours of 9:00 a.m. and 5:00 p.m., Eastern Time, at our principal executive offices located at 9190 Priority Way West Dr., Suite 110, Indianapolis, IN 46240, by contacting our General Counsel and Corporate Secretary.
What does it mean if I receive more than one notice from the Company or proxy card?
You may receive more than one set of proxy materials, including multiple proxy cards, if you hold shares that are registered in more than one account — please vote the proxy card for every account you own. The latest dated proxy you submit will be counted.
Is cumulative voting permitted for the election of directors?
No. Neither our charter nor our bylaws permit cumulative voting for any election of directors.
Why are you holding a virtual meeting instead of a physical meeting?
We believe a virtual meeting format helps to facilitate stockholder attendance and participation by enabling stockholders to participate fully, and equally, from any location around the world.
I am a stockholder, and I only received a copy of the Notice in the mail. How may I obtain a full set of the proxy materials?
In accordance with the “notice and access” rules of the Securities and Exchange Commission, we may furnish proxy materials, including this Proxy Statement and our annual report, to our stockholders of record and beneficial owners of shares by providing access to such documents on the Internet instead of mailing printed copies. Stockholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice, which was mailed to our stockholders, will instruct you as to how you may access and review all of the proxy materials on the Internet. If you would like to receive a paper or electronic copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice.
I share an address with another stockholder, and we received only one printed copy of the Notice and/or proxy materials. How may I obtain an additional copy of the Notice and, if applicable, the proxy materials?
We have adopted a procedure called “householding,” which the Securities and Exchange Commission has approved. Under this procedure, we deliver a single copy of the Notice and, if applicable, the proxy materials and our annual report to multiple stockholders who share the same address unless we received contrary instructions from one or more of the stockholders. This procedure reduces our printing costs, mailing costs and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice and, if applicable, the proxy materials and our annual report to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy,
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or, if a stockholder is receiving multiple copies, to request that we only send a single copy of the Notice and, if applicable, these proxy materials or our annual report, stockholders may contact us at the following address and telephone number:
Attention: Investor Relations eHealth, Inc. 9190 Priority Way West Dr. Suite 110 Indianapolis, IN 46240 Telephone: (737) 248-2340 | ||||||||
Stockholders who hold shares in street name (as described above) may contact their brokerage firm, bank, broker-dealer or other similar organization to request information about householding.
Who pays the cost of proxy solicitation?
The costs and expenses of soliciting the proxy accompanying this Proxy Statement from stockholders will be borne by the Company. In addition to directly soliciting stockholders by mail, the Company may request brokers, dealers, banks, trustees or other nominees to solicit their customers who have shares of the Company registered in the name of the nominee; if they do so, the Company will reimburse them for their reasonable out-of-pocket costs. Our employees, officers, directors and director nominees may solicit proxies in person, by telephone or by electronic communication following the original solicitation. None of these individuals will receive any additional or special compensation for doing this, but they may be reimbursed for reasonable out-of-pocket expenses. We may engage the services of proxy solicitors to assist us in the distribution of proxy materials and the solicitation of votes, for which we will pay customary fees plus reasonable out-of-pocket expenses. In addition, we may reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation material to the beneficial owners of our shares.
Who will tabulate the votes?
Our officers are authorized to designate an inspector of elections for the meeting. All votes will be tabulated as required by Delaware law (the state of our incorporation) by an appropriate inspector of elections appointed for the Annual Meeting.
What is the date of our fiscal year end?
This Proxy Statement provides information about the matters to be voted on at the Annual Meeting and additional information about us and our executive officers and directors. Some of the information is provided as of the end of our 2025 fiscal year and some information is provided as of a more current date. Our fiscal year ends on December 31.
Additional Information
Our principal executive offices are located at 9190 Priority Way West Dr., Suite 110, Indianapolis, IN 46240, and our telephone number is (737) 248-2340. Our website address is www.ehealthinsurance.com. References to our website or other publications are provided for convenience only. The information contained on our website or other publications is not a part of this Proxy Statement or any of our other filings with the Securities and Exchange Commission.
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BOARD AND GOVERNANCE MATTERS
Proposal 1: Election of Directors
General
Our Board currently consists of ten directors. Our certificate of incorporation provides for a classified Board consisting of three classes of directors, each serving staggered three-year terms. As a result, a portion of our Board is elected each year.
Our Class II directors, whose term will expire at the Annual Meeting, are Prama Bhatt, Andrea C. Brimmer and Beth A. Brooke. Ms. Brimmer has previously notified the Company of her intent not to stand for re-election and will be departing the Board effective as of our Annual Meeting.
Based on the recommendation of the Nominating and Corporate Governance Committee of our Board (the “Nominating and Corporate Governance Committee”), the Board has nominated each of Prama Bhatt and Beth A. Brooke for election as Class II directors at the Annual Meeting. Each of our director nominees has consented to (i) serve as a nominee, (ii) be named as a nominee in this Proxy Statement and (iii) serve as a director if elected. If elected, Mses. Bhatt and Brooke will serve as directors until the annual meeting of stockholders in 2029 and until their respective successors are elected and qualified, subject to earlier resignation or removal.
Effective as of the Annual Meeting, if our director nominees are elected as recommended by our Board, it is expected that the size of the Board will be reduced from ten to nine members.
The names and certain information about each of the nominees for election as a director and for each of the continuing members of the Board are set forth below, including information each nominee and continuing director has given us about his or her age, positions held, principal occupation and business experience for at least the past five years, and directorships of publicly-held companies for the past five years. There are no family relationships among any of our directors, director nominees or executive officers.
Standing Committee Memberships | |||||||||||||||||||||||||||||||||||||||||||||||
| Name | Age | Director Since | Class | Independent | A | C | NCG | Term Expiring | |||||||||||||||||||||||||||||||||||||||
| Prama Bhatt | 56 | 2024 | II | ü | R | 2026 | |||||||||||||||||||||||||||||||||||||||||
Beth A. Brooke † ‡ | 66 | 2019 | II | ü | R | R | 2026 | ||||||||||||||||||||||||||||||||||||||||
––––––––––––––
| Legend | † | Financial Expert | A | Audit | |||||||||||||
‡ | Board Chair | C | Compensation | ||||||||||||||
R | Committee Member | NCG | Nominating and Corporate Governance | ||||||||||||||
T | Committee Chair | ||||||||||||||||
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Nominees for Class II Directors
| Prama Bhatt | Prama Bhatt has served as a director since September 2024. Ms. Bhatt currently serves as a non-executive director of the board of JD Sports Fashion Plc, a multinational sports-fashion retail company, and as a member of its Nominations and ESG committees since September 2024. Ms. Bhatt previously served on the board of directors of Hormel Foods Corporation, a multinational food processing company, from November 2019 through January 2025, including on its audit committee from November 2019 to February 2023 and its compensation committee from March 2023 to January 2025. From December 2019 through March 2024, Ms. Bhatt was chief digital officer of Ulta Beauty, Inc., a provider of retail beauty products and services. She served Ulta Beauty, Inc. as senior vice president, digital & ecommerce from April 2017 to December 2019 and vice president, digital & ecommerce, from 2014 to 2017. Ms. Bhatt was vice president, ecommerce of Kenneth Cole Productions, Inc., a fashion company, from 2011 to 2014. She held various management positions with Toys “R” Us, Inc. from 2002 to 2011, culminating with the position of vice president, general manager, ecommerce, US, from 2008 to 2011. Her prior experience includes the position of management consultant with Booz Allen Hamilton, Inc. and a tenure at Ford Motor Company, where she held various roles in product strategy, design and development. Ms. Bhatt holds a B.S. in electrical engineering from Oakland University, a Master of Science in electrical engineering from Wayne State University and an MBA from University of Michigan. Ms. Bhatt also serves on the board of advisors of UCLA Data Theory Major, the Executive Leadership Committee of the Retail AI Council and the emeritus advisory board of Shoptalk. Ms. Bhatt brings extensive expertise in digital commerce and consumer product marketing to our Board. | ||||||||||
| Beth A. Brooke | Beth Brooke has served as a director since August 2019 and as Chairperson of the Board since June 2024. Ms. Brooke serves as a member of the board of directors of the New York Times Company, a global media organization, since April 2021 and serves on various private and nonprofit boards, including on the private company board of SHEEX, Inc., a bed linen company, and the U.S. Olympic and Paralympic Committee. She served as the global vice chair of public policy for EY (formerly Ernst & Young), a global professional services network, from 2007 to June 2019, and as EY Americas’ vice chair of public policy, sustainability and stakeholder engagement from 2001 to 2007. She was the global sponsor for EY’s diversity and inclusion efforts. Ms. Brooke also held various roles in strategy, corporate development and tax practice management at EY from 1981 to 2001. During the Clinton administration, Ms. Brooke served in the U.S. Department of the Treasury and was responsible for tax policy matters related to insurance and managed care, including working on healthcare and superfund legislative reform efforts. Ms. Brooke brings to our Board extensive knowledge of accounting and policy matters including healthcare policy from over thirty years of service at EY and as a prominent, trusted voice on public policy matters for the accounting and auditing profession and has extensive strategy, corporate development and executive management expertise. She is a prominent LGBT+ corporate leader and also brings extensive experience around diversity, inclusion and social justice. Ms. Brooke holds a B.S. in Industrial Management/Computer Science with Highest Distinction from Purdue University, where she played intercollegiate basketball. She has received Honorary Doctorates from Purdue, Babson College and Indiana University. She is a Fellow in the Life Management Institute, a Henry Crown Fellow in the Aspen Institute and a Certified Public Accountant, licensed in Indiana, the District of Columbia and New York (inactive). | ||||||||||
Required Vote and Board Recommendation
The two candidates receiving the highest number of affirmative votes cast in person or by proxy at the Annual Meeting will be elected as directors to serve until their respective successors have been duly elected and qualified, subject to earlier resignation or removal. Any shares not voted FOR a particular nominee, including as a result of a WITHHOLD vote or a broker non-vote, will have no effect on the outcome of the election.
ü | The Board recommends a vote “FOR” the election of each of the director nominees set forth above. | ||||||||||||||||
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Continuing Directors: Class I
| Todd Arden | Todd Arden has served as a director since September 2025. Mr. Arden previously served on the board of directors of Global Clean Energy Holdings, Inc., a renewable energy company, from December 2024 through August 2025, and Quantum Corporation, a data storage, management and protection company, from June 2024 through April 2025, and currently serves on several private company boards. Mr. Arden served as Senior Managing Director and Co-Chief Credit Officer at Black Diamond Capital Management LLC, an alternative asset management firm, from January 2016 until March 2020. From October 2012 to November 2014, Mr. Arden served as Chief Investment Officer–Octagon Credit Opportunities at CCMP Capital Advisors, LP, an American private equity investment firm. He was previously a Managing Director at Angelo, Gordon & Co. LP, a global alternative investment manager, from March 2000 to June 2012. Prior to that, he held roles as Senior Research Analyst at AIG Global Investment Corporation, Senior Equity Analyst at Troubh Partners LP and Manager in the Financial Consulting Services practice at Arthur Anderson & Co., New York. Mr. Arden received a B.A. in Economics from Northwestern University and an M.B.A. from Columbia University. Mr. Arden brings a long-term foundation in capital management and private equity business development. | ||||||||||
| Derrick A. Duke | Derrick Duke has served as our Chief Executive Officer and a director since September 2025. Prior to joining the Company, Mr. Duke served as chief executive officer of Magellan Health, Inc., a managed health care company, from May 2022 to July 2025, and was previously its chief operating and chief financial officer between January 2022 and May 2022 and chief risk officer between July 2020 and January 2022. Prior to joining Magellan Health, Mr. Duke spent nearly 16 years with HealthMarkets, Inc., a health insurance agency, where he served in a number of senior leadership positions, including as its chief financial and operating officer from 2015 until its acquisition by UnitedHealth Group in 2019. Mr. Duke holds an M.B.A. from the University of Texas at Arlington and a B.B.A. in finance from Hardin Simmons University. Mr. Duke brings a rare combination of financial acumen, operational expertise and deep knowledge of the healthcare and insurance landscape. | ||||||||||
| A. John Hass, III | John Hass has served as a director since March 2021. Mr. Hass is the co-founder and CEO of Upstream Literacy, Inc., which was founded in October 2025 to support the literacy ecosystem architecture of districts and schools. Prior to that, Mr. Hass served as chairman of the board and chief executive officer of Rosetta Stone Inc., a leading provider of technology-based learning solutions, from April 2016 to October 2020. Previously, Mr. Hass served as president of Rosetta Stone Inc. from April 2016 to January 2019 and as interim president and chief executive officer from April 2015 to April 2016. From September 2012 until November 2014, he was a senior advisor to Osmium Partners, LLC, an alternative asset management firm. Mr. Hass was a partner at PEAK6 Investments, L.P., a financial services company, from October 2008 through September 2012 and was the senior financial officer of PEAK6 Investments, L.P. from February 2009 through June 2010. Mr. Hass was the chief executive officer of OptionsHouse, a brokerage company and subsidiary of PEAK6 Investments, L.P., from October 2006 until September 2008. From 1988 to October 2006, he was employed at Goldman, Sachs & Co., a subsidiary of the financial services company, The Goldman Sachs Group, Inc., most recently as a managing director in the investment banking division. In addition, Mr. Hass serves on the board of directors of ARC Clean Technology, Inc., a clean energy company, as an advisor to Babbel GmbH, a language learning app and e-learning platform, and as a member of the Photography Committee of the Art Institute of Chicago. Mr. Hass received his B.S. in Finance from the University of Illinois at Urbana-Champaign. Mr. Hass brings to our Board significant experience in executing value-generative transformation and advancing profitable innovation, as well as deep finance and operational expertise, including with respect to direct-to-consumer, subscription-based business models. | ||||||||||
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| Francis S. Soistman | Fran Soistman has served as a member of our Board since November 2021. Mr. Soistman most recently served as our chief executive officer from November 2021 until his retirement from that position in September 2025. Mr. Soistman founded and previously served as president of Healthcare Management and Transformation Advisory Services LLC, an advisory services company operating in the healthcare space, from January 2020 to November 2021. From January 2013 to September 2019, Mr. Soistman was executive vice president at CVS Health, a health solutions company, and president of government services at Aetna, a managed care company. Prior to his tenure at Aetna, Mr. Soistman co-founded Jessamine Healthcare, having previously served in executive leadership across a number of healthcare and managed care companies, including Coventry Healthcare, Principal Health Care and Blue Cross Blue Shield of Maryland. Mr. Soistman holds a B.S. in accounting and finance from Towson University and is a graduate of the Stanford University executive program. Mr. Soistman has nearly four decades of diverse experience in healthcare and managed care and brings a demonstrated ability to lead operational transformations, financial turnarounds and accelerated profitable growth businesses in the insurance space. | ||||||||||
Continuing Directors: Class III
| Erin L. Russell | Erin Russell has served as a director since July 2021. Ms. Russell has served as a member of the board of directors of Kadant Inc., a global supplier of engineered systems, since January 2019. In addition, Ms. Russell since February 2025 has served on the board of directors of Modivcare Inc., a technology-enabled healthcare services company that provides a suite of integrated supportive care solutions for payors and their patients. In March 2025, Ms. Russell was appointed to the board of directors of Fortrea Holdings Inc., a leading global provider of clinical development solutions to the life sciences industry. She previously served as a board member of Tivity Health Inc., a leading provider of healthy living, fitness and social engagement solutions, from March 2020 until it was acquired in June 2022 and ceased being a public company. She was also a senior executive of Vestar Capital Partners, L.P., a private equity firm specializing in management buyouts, recapitalizations and growth equity investments, from August 2001 until April 2017. While at Vestar, Ms. Russell served on the boards of directors of a number of companies, including most recently as a director of DeVilbiss Healthcare LLC, a company that designs, manufactures and markets respiratory medical products, from 2012 until July 2015 and as a director of 21st Century Oncology Inc., a provider of state-of-the-art radiation therapy and integrated cancer treatments, from 2008 until September 2016. She also served as a director of DynaVox Inc., a communications device manufacturer, from 2004 until 2014. Ms. Russell is currently chair of the board of St. Thomas Aquinas Catholic School, where she has served since June 2018, and chair of the advisory board of McIntire School of Commerce and member of the advisory board of the Jefferson Scholars Foundation at the University of Virginia, where she has served since June 2016 and April 2008, respectively. Ms. Russell holds a B.S. in commerce, with a concentration in accounting, from the McIntire School of Commerce, University of Virginia and an M.B.A. from Harvard Business School. Ms. Russell brings to our Board a high level of financial literacy and experience with capital and credit markets gained through working with a variety of private equity portfolio companies and from serving on the boards of directors of companies in the healthcare sector. | ||||||||||
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| Cesar M. Soriano | Cesar Soriano has served as a director since May 2021. Mr. Soriano has served as chief executive officer of Confie Corporation, a leading national personal lines insurance distributor, since August 2017. Mr. Soriano joined Confie Corporation in September 2016 as its chief strategy officer and subsequently served as its chief operating officer from November 2016 to July 2017 where he defined and led Confie’s stabilization, integration, innovation and growth plan. Mr. Soriano also served as president and chief operating officer of Interstate National Corporation, a provider of finance and insurance products and services, from 2011 to 2016. Mr. Soriano’s background also includes roles as chief executive officer and president of RSM McGladrey Financial Process Outsourcing Solutions, a leader of business transformation at TravelClick, Inc., senior vice president, global operations at Bowne Corporation, vice president, reengineering and strategy at Dun and Bradstreet, and leadership roles at Xerox Corporation. Mr. Soriano started his career having served worldwide, including in Southwest Asia, as a military intelligence officer in the United States Army. Mr. Soriano holds a B.S. in electrical engineering and a M.S. in management information systems from the Florida Institute of Technology. Mr. Soriano identifies as Filipino and Spanish and offers his diversity of experience and background. Mr. Soriano brings to our Board over 20 years of experience driving key, tangible outcomes in leadership roles within financial, insurance and business services industries, including transformational leadership for companies that rely on online, telephonic and in-person sales operations. | ||||||||||
Dale B. Wolf | Dale Wolf has served as a director since August 2019 and served as Chairperson of our Board from September 2021 through June 2024. Mr. Wolf served as president and chief executive officer of One Call Care Management, a provider of specialized solutions to the workers’ compensation industry, from January 2016 to February 2019 and as executive chairman from September 2015 to January 2016. Mr. Wolf also served as the president and chief executive officer of DBW Healthcare, Inc., a health care consulting company, from January 2014 to June 2018. Mr. Wolf served as the executive chairman of Correctional Healthcare Companies, Inc., a national provider of correctional healthcare solutions, from December 2012 to July 2014. From 2005 to 2009, Mr. Wolf served as chief executive officer of Coventry Health Care, Inc. (acquired by Aetna, which was acquired by CVS), a diversified national health care company and issuer of health insurance plans, including Medicare Advantage plans, and served as the executive vice president, chief financial officer and treasurer of Coventry Health Care, Inc. from 1996 to 2005. Mr. Wolf holds a B.A. in mathematics from Eastern Nazarene College, completed the MIT Sloan School senior executive program and is a Fellow of the Society of Actuaries. Mr. Wolf has also served as a member of the board of directors of AdaptHealth Corp., a national leader in providing patient-centered, healthcare-at-home solutions, since November 2019 and as a member of the board of directors of Molina Healthcare, Inc. a company that provides managed healthcare services under the Medicaid and Medicare programs and through the state insurance marketplace, since 2013. Mr. Wolf brings to our Board extensive knowledge of the managed care and health insurance industry and expertise in executive management, business and financial strategies. | ||||||||||
Departing Director
Andrea C. Brimmer, who has served as a Class II director of the Company since 2018, will be departing the Board effective as of our Annual Meeting. The Board recognizes and thanks Ms. Brimmer for her years of dedicated service to the Board and significant contributions to the Company.
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Board Composition and Director Selection
Overview of Our Board
This section provides certain information as of the date of this Proxy Statement about each of our directors. We also describe the specific qualifications of each of our directors that contribute to the Board’s effectiveness as a whole. We believe that each of our directors possesses integrity, honesty, sound judgment, high ethical standards and a commitment of service to us.
In September 2025, our Board approved an increase in the size of the Board of Directors from nine to ten members and an increase in the number of authorized directors in Class I from three to four to create a vacancy in Class I for the appointment of Mr. Duke to our Board of Directors in September 2025.
After the Annual Meeting, if our director nominees are elected as recommended by our Board, we expect the size of the Board to decrease from ten to nine members.
The following table provides certain information regarding each of our directors as of April 28, 2026.
Standing Committee Memberships | |||||||||||||||||||||||||||||||||||||||||||||||
| Name | Age | Director Since | Class | Independent | A | C | NCG | Term Expiring | |||||||||||||||||||||||||||||||||||||||
| Todd Arden | 59 | 2025 | I | ü | R | R | 2028 | ||||||||||||||||||||||||||||||||||||||||
| Derrick A. Duke | 59 | 2025 | I | 2028 | |||||||||||||||||||||||||||||||||||||||||||
| A. John Hass, III | 60 | 2021 | I | ü | R | 2028 | |||||||||||||||||||||||||||||||||||||||||
| Francis S. Soistman | 69 | 2021 | I | R | 2028 | ||||||||||||||||||||||||||||||||||||||||||
| Prama Bhatt | 56 | 2024 | II | ü | R | 2026 | |||||||||||||||||||||||||||||||||||||||||
| Andrea C. Brimmer | 60 | 2018 | II | ü | T | R | 2026 | ||||||||||||||||||||||||||||||||||||||||
Beth A. Brooke † ‡ | 66 | 2019 | II | ü | R | R | 2026 | ||||||||||||||||||||||||||||||||||||||||
Erin L. Russell † | 52 | 2021 | III | ü | T | R | 2027 | ||||||||||||||||||||||||||||||||||||||||
| Cesar M. Soriano | 58 | 2021 | III | ü | R | 2027 | |||||||||||||||||||||||||||||||||||||||||
Dale B. Wolf | 72 | 2019 | III | ü | R | T | 2027 | ||||||||||||||||||||||||||||||||||||||||
––––––––––––––
| Legend | † | Financial Expert | A | Audit | |||||||||||||
‡ | Board Chair | C | Compensation | ||||||||||||||
R | Committee Member | NCG | Nominating and Corporate Governance | ||||||||||||||
T | Committee Chair | ||||||||||||||||
Board Independence
The Board currently is made up of ten members and has always included a majority of independent directors. The Board has determined that (i) each of its current directors and director nominees, except Messrs. Duke and Soistman, is independent, and (ii) its former director Mr. Tolson, who served as a director until September 2025, was independent, in each case within the meaning of the Nasdaq Stock Market director independence standards, as currently in effect. Ms. Brimmer has notified the Company that she will not stand for re-election at the Annual Meeting.
After the Annual Meeting, if our director nominees are elected as recommended by our Board, we expect the size of the Board will decrease from ten to nine members, and seven of nine remaining directors will be independent.
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Director Selection and Refreshment Process
The Nominating and Corporate Governance Committee considers the enhancement of the skill sets, perspectives and experiences of the Board when selecting candidates for board service, among other criteria. To that end, the Nominating and Corporate Governance Committee has strived to include individuals with a varied range of backgrounds, skills and perspectives on the Board that align with our business strategy. Our Board is committed to being constituted of highly qualified individuals with a broad spectrum of competencies and an appropriate mix of experience, expertise and perspectives. This commitment is key to enabling our Board to carry out its wide-ranging responsibilities and to enhancing stockholder value. Our Board recognizes that a range of relevant skills, experiences, and perspectives strengthens board oversight and supports effective decision making.
For purposes of board composition, in selecting candidates, our Nominating and Corporate Governance Committee considers individuals with a broad range of skills, perspectives, experience and personal qualities and attributes, including integrity, ethics, community involvement and commitment to the long-term interests of our stockholders. Our Nominating and Corporate Governance Committee will utilize these differences and distinctions among individuals to determine the composition of the Board in light of our business strategy, risks and opportunities. While knowledge and skills are important factors, our Nominating and Corporate Governance Committee also considers how candidates will contribute to the overall balance of the Board and enhance the oversight of our strategic plan, so that the Company and our Board will benefit from directors with different perspectives, varying viewpoints, backgrounds and experiences.
The Nominating and Corporate Governance Committee continuously reviews the changing business and macroeconomic environment that the Company operates in, as well as the risks presented by changing business conditions in order to align the membership of the Board with our strategic plan, growth opportunities and challenges. The Nominating and Corporate Governance Committee evaluates the current Board skills, experience, expertise and other attributes outlined above when making decisions regarding the nomination of new and incumbent directors. The decision regarding the renomination of an incumbent director is determined based on the evaluation of contributions to the work of the Board and relevant committees, meeting attendance, skill set and overall contributions to the Company and the Board. When the Nominating and Corporate Governance Committee determines to add a new director, consideration is given to the skills, qualifications, and personal qualities outlined above. In addition, given the time commitment required for effective board service in our industry, the Nominating and Corporate Governance Committee also considers the professional obligations and other commitments of board candidates, as well as service on other boards, in order to ensure that a director has sufficient time to devote to the duties and responsibilities of service on our Board.
The Nominating and Corporate Governance Committee believes that it is critical to maintain an appropriate balance of tenure on the Board to enable our Company, its employees, and stockholders to benefit from the business, industry and other experiences of longer serving directors, as well as the fresh perspectives that new directors add, while acknowledging the value of continuity as Board composition evolves. As a result of this philosophy, the Nominating and Corporate Governance Committee strives to attain a measured rate of refreshment and new additions to our Board.
Our Board has strong business experience, relevant leadership skills, perspectives, and backgrounds among its membership. The following list outlines the current skills, knowledge and other qualifications that the Nominating and Corporate Governance Committee considers important to be represented on our Board to provide effective oversight of our business and effective execution of the Company’s business strategy and the members which possess these critical skills.
Board Self-Assessment and Board Composition Assessment Processes
Our Board conducts periodic self-assessments to assess the effectiveness of the Board and each of its Committees. As part of this process, our Board has delegated to our Nominating and Corporate Governance Committee the responsibility to facilitate this self-assessment and to report the results to our Board.
Our periodic Board self-assessment also includes a board composition review, facilitated by outside legal counsel as appropriate. As part of this process, all Board members are interviewed to provide input on each other director, assess the Board’s effectiveness and identify opportunities to further improve performance. At completion of the evaluation, results are delivered to and reviewed by the Board.
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Board Skills and Experience
| Skills and Experience | Arden | Bhatt | Brimmer | Brooke | Duke | Hass | Russell | Soistman | Soriano | Wolf | |||||||||||||||||||||||||
 | Healthcare or Insurance Industry | ü | ü | ü | ü | ü | ü | ||||||||||||||||||||||||||||
Experience with and understanding of healthcare or insurance operations and services | |||||||||||||||||||||||||||||||||||
 | Regulatory Compliance | ü | ü | ü | ü | ü | ü | ü | ü | ü | |||||||||||||||||||||||||
Experience with and understanding of regulatory compliance in a highly regulated business | |||||||||||||||||||||||||||||||||||
| Technology and Digital Innovation | ü | ü | ü | ü | ü | ü | ü | ü | ||||||||||||||||||||||||||
Experience in and understanding of technology and digital innovation | |||||||||||||||||||||||||||||||||||
 | Sales and Marketing | ü | ü | ü | ü | ü | ü | ||||||||||||||||||||||||||||
Experience as product marketing, sales and/or e-commerce executive | |||||||||||||||||||||||||||||||||||
 | Strategic Planning | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ||||||||||||||||||||||||
Experience with and knowledge of corporate strategy and strategic planning. | |||||||||||||||||||||||||||||||||||
| Public Company Leadership | ü | ü | ü | ü | ü | ü | ||||||||||||||||||||||||||||
Experience as public company CEO or other public company leadership executive | |||||||||||||||||||||||||||||||||||
 | Financial / Accounting | ü | ü | ü | ü | ||||||||||||||||||||||||||||||
Experience as public company CFO, auditor or audit committee financial expert | |||||||||||||||||||||||||||||||||||
 | Corporate Governance | ü | ü | ü | ü | ü | ü | ü | ü | ü | |||||||||||||||||||||||||
Experience as public company board, nominating committee, or corporate governance committee member | |||||||||||||||||||||||||||||||||||
 | Risk Management / Compliance | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ||||||||||||||||||||||||
Experience overseeing business compliance function and/or public company audit/risk committee board member | |||||||||||||||||||||||||||||||||||
 | Human Capital / Executive Compensation | ü | ü | ü | ü | ü | ü | ü | ü | ü | |||||||||||||||||||||||||
Experience as public company compensation committee member or human resources executive | |||||||||||||||||||||||||||||||||||
Stockholder Communications
Stockholder Recommendations and Nominations
The policy of our Board is to consider recommendations for director candidates from stockholders holding not less than one percent (1%) of the outstanding shares of our common stock continuously for at least twelve months prior to the date of submission of the recommendation. Our Board has established the following procedures by which these stockholders may submit recommendations regarding director candidates:
•To recommend a candidate for election to the Board, a stockholder meeting the criteria set forth above must notify the Nominating and Corporate Governance Committee by writing to our General Counsel at the following address:
General Counsel (Director Recommendation) eHealth, Inc. 9190 Priority Way West Dr. Suite 110 Indianapolis, IN 46240 | ||||||||
•The stockholder’s notice is required to set forth the following information:
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◦the candidate’s name and home and business contact information;
◦detailed biographical data and relevant qualifications of the candidate;
◦a statement from the recommending stockholder in support of the candidate, particularly within the context of the criteria for Board membership set forth below;
◦information regarding any relationship between the candidate and us;
◦the candidate’s written consent to be named in our proxy statement and proxy if selected, and to serve on our Board if elected;
◦evidence of the required ownership of our common stock by the recommending stockholder; and
◦any other information that the stockholder believes is relevant in considering the candidate.
A stockholder that instead desires to nominate a person directly for election to the Board at an annual meeting of stockholders must meet applicable requirements, including the deadlines and other requirements set forth in our bylaws.
Director Qualifications
Our Board believes that it is necessary for each of our directors to possess many qualities, skills and attributes. The Nominating and Corporate Governance Committee is responsible for reviewing with the Board from time to time the appropriate qualities, skills and attributes required of members of our Board in the context of the current make-up of our Board. According to our Corporate Governance Guidelines, the Nominating and Corporate Governance Committee will consider the following in connection with its evaluation of director candidates:
•the current size, composition and organization of the Board and the needs of the Board and its Committees;
•such factors as character, integrity, judgment, diversity of experience, race and gender, independence, area of expertise, corporate experience, length of service, potential conflicts of interest and other commitments; and
•such other factors as the Nominating and Corporate Governance Committee may consider appropriate.
The minimum qualifications and skills that each director should possess include (i) strong professional and personal ethics and values, (ii) broad experience at the policy-making level in business, government, education, technology or public interest and (iii) the ability to assist with and make significant contributions to our success. Our Board and Nominating and Corporate Governance Committee review and assess the continued relevance of and emphasis on these factors as part of the Board’s periodic self-assessment process and in connection with candidate searches to determine if they are effective in helping to satisfy our goal of creating and sustaining a Board that can appropriately support and oversee the Company’s activities.
The Nominating and Corporate Governance Committee also evaluated the skills and experience listed under the Board Skills Matrix on page 20, which though not exhaustive, are helpful in ensuring that our directors collectively possess the qualifications necessary for us to execute on our long-term strategic plan. In addition, our Board and Nominating and Corporate Governance Committee believe that it is important that our directors represent diverse viewpoints and consider diversity of experience, skills, background, race and gender in their evaluation of director candidates. During the past five years, our Board has added two women directors, including one who self-identifies as Asian.
The Nominating and Corporate Governance Committee evaluates the foregoing factors, among others, and does not assign any particular weight or priority to any of these factors.
Identification and Evaluation of Nominees for Director
The Nominating and Corporate Governance Committee is responsible for identifying, evaluating and recommending candidates for election to our Board and candidates for filling vacancies on our Board. The Nominating and Corporate Governance Committee may consider bona fide candidates from all relevant sources, including current Board members, professional search firms and other persons. The Nominating and Corporate Governance Committee will also consider bona fide director candidates recommended by stockholders pursuant to the requirements set forth above. The Nominating and Corporate Governance Committee is responsible for evaluating director candidates in light of the Board membership criteria described above, based on all relevant information and materials available to the Nominating and Corporate Governance
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Committee. This includes information and materials provided by stockholders recommending director candidates, professional search firms and other parties.
Stockholder Communication with Directors
The Board believes that stockholders should have an opportunity to communicate with the Board. Any communication from a stockholder to the Board generally or to a particular director should be in writing and should be delivered to our General Counsel at our principal executive offices. Each such communication should set forth (i) the name and address of the stockholder, as they appear on our books, and if the stock is held by a nominee, the name and address of the beneficial owner of the stock, and (ii) the class and number of shares of our stock that are owned of record by the record holder and beneficially by such beneficial owner. Our General Counsel will monitor these communications. The General Counsel will, in consultation with appropriate directors as necessary, generally screen out communications from stockholders that are (i) solicitations for products and services, (ii) matters of a personal nature not relevant for stockholders or (iii) matters of a type that render them improper or irrelevant to the functioning of the Board and us. Summaries of appropriate communications will be provided to the Board at each regularly scheduled meeting of the Board. The Board generally meets on at least a quarterly basis. Where the nature of a communication warrants, the General Counsel may determine, in his or her judgment, to obtain the more immediate attention of the appropriate Committee of the Board or an individual director and may consult our independent advisors or management regarding the communication. The General Counsel may decide in the exercise of his or her judgment whether a response to any stockholder communication is necessary.
The procedures described above do not apply to communications to non-employee directors from our officers or directors who are stockholders or to stockholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Stockholder Engagement
Overview
We believe that long-term stockholder value is supported by ongoing dialogue with our stockholders and the broader investment community. Through our engagement and outreach efforts, we aim to solicit feedback from our investors and understand issues that are important to them, and then regularly communicate that feedback to our senior management and Board. We believe these meetings ensure that management, our Board and our Compensation Committee are aware of our stockholders’ priorities and are able to address them as appropriate. Additionally, we proactively communicate with the investment community and our stockholders about our financial performance, operations, and strategic developments through the following:
| ü | Quarterly earnings releases and calls | ü | Participation in a number of investor conferences with webcast presentations | ||||||||
| ü | In-person and telephonic meetings with investors and sell side analysts | ü | Proactive outreach to institutional investors from our largest stockholders | ||||||||
| ü | Webcasts, conference calls, and presentations related to specific developments | ü | Our annual stockholder meeting that includes a Q&A session | ||||||||
At our 2025 annual meeting of stockholders, we held a stockholder advisory vote on the compensation of our Named Executive Officers, commonly referred to as a “Say-on-Pay” vote. Our 2025 advisory Say-on-Pay proposal was approved by approximately 87.7% of votes cast at the meeting, which was an improvement from approximately 82.5% of votes cast received on this proposal in 2024.
Given the value we place on a continuing dialogue with our stockholders, during 2025 we continued our practice of engaging with stockholders to obtain feedback and stockholder perspectives with respect to our executive compensation program and governance matters.
Key Investor Engagement Themes and Overview of Recent Actions
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Following our annual meeting of stockholders in 2025, we met with five of our institutional investors representing approximately 24% of our outstanding common stock as of September 30, 2025 and gave them opportunities to comment on our executive compensation program and other matters of interest to our stockholders. In addition, we engaged with H.I.G., the holder of all of our outstanding Series A preferred stock, and Mr. Arden, the director nominated by H.I.G., also serves as a member of our Compensation Committee. Internal participants in all or certain of these meetings included members of our Board, our Senior Vice President of Investor Relations & Corporate Development, our then Chief Executive Officer, our current Chief Executive Officer and our Chief Financial Officer. We have taken numerous actions to address matters important to our stockholders. Below we identify key themes recently addressed with our stockholders and highlight related actions the Company has taken.
| Key Themes | What We Heard | What We Did | ||||||||||||
Executive Compensation | Increased impact of performance on executive officer pay outcomes | Our 2026 Annual Bonus Program is more closely aligned with cash flow targets. If the operating cash flow threshold metric of ($10M) is not achieved, bonus payout will be capped at 100% even if we outperform on other target metrics. | ||||||||||||
Governance | Board Composition and Size | Eliminated the Government and Regulatory Affairs Committee, streamlining the oversight of regulatory risks and reducing associated committee fees. Amended the Equity Award Policy to streamline equity award practices and eliminate functions by eliminating the Equity Incentive Committee, a sub-committee of the Compensation Committee that had not been utilized for some time. Andrea C. Brimmer will not stand for re-election at the upcoming Annual Meeting upon expiration of her term as a Class II director, reducing the size of the Board and associated costs. | ||||||||||||
Board Self-Assessment | Implemented additional Board self-assessment procedure to provide enhanced disclosure relating to the board. | |||||||||||||
| Stockholder Value Creation | Financial Performance | Implemented cost reduction initiatives aimed at reducing 2026 operating expense by over $90 million compared to 2025, including a 14% reduction in workforce. | ||||||||||||
Stock Ownership | Three out of four executive officers and several other non-executive officers on the senior leadership team purchased stock in 2025 and Q1 2026. | |||||||||||||
We have generally received support and constructive feedback from our stockholders regarding our Compensation Committee’s actions, responsiveness and intentions. We believe that our robust dialogue on these and other topics demonstrates our commitment to strong corporate governance and market-based compensation structures. We will continue to regularly engage with our stockholders on compensation matters and will continue to address issues and suggestions received through these stockholder efforts. As our stockholders’ views and market practices on executive compensation evolve, our Compensation Committee will continue to evaluate and, when appropriate, make changes to our executive compensation program, ensuring that the program continues to reflect our pay-for-performance compensation philosophy and objectives.
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Board Function and Leadership
Board Leadership Structure
Our Corporate Governance Guidelines provide that the Board should be free to choose a Chairperson of the Board and/or a lead independent director in any way it deems best for the Company at a given point in time. Our Board recognizes that no single leadership model is right for all companies at all times and periodically reviews its leadership structure as a result. Beth A. Brooke, an independent director, was appointed as Chairperson of the Board in June 2024. The Chairperson of our Board has the following responsibilities:
•develop the agendas for all meetings of the Board with the Chief Executive Officer; and
•call special meetings of the independent directors, develop agendas for such meetings and chair all meetings of independent directors.
Accordingly, the Chairperson of our Board has the ability to shape the work of our Board. Our Board believes that our current leadership structure promotes the independence of our Board in its oversight of our business affairs and facilitates information flow between management and our Board.
Board Meetings
| Number of Board Meetings in 2025 | 10 | Attendance at Board and Committee Meetings in 2025 | >75% | |||||||||||
Our Board held ten meetings during 2025. Each of our directors serving on the Board during 2025 attended at least 75% of the aggregate of (1) the total number of meetings of the Board held during the period during which he or she has been a director and (2) the total number of meetings held by all committees of our Board (“Committees”) on which he or she served during the periods that he or she served.
Board Attendance at Annual Meeting of Stockholders
Our Board encourages directors to attend our annual meetings of stockholders. All of our nine then-serving directors attended the annual meeting of stockholders held June 18, 2025.
Executive Sessions
The independent members of our Board meet in executive session without management present on a regular basis. Following the executive sessions, when appropriate, the chairperson of the board (or a lead independent director if the chairperson is not then an independent director) will coordinate feedback from the executive session with the full board, applicable board committees, individual board members, or members of the Company’s senior management.
The Board’s Role in Risk Oversight
Oversight of Businesses Strategy and Risk Management
The Board takes an active role, as a whole and at the Committee level, in overseeing management of the Company’s risks. Our management team regularly informs the Board of significant risks facing the Company and the Company’s efforts to understand, manage and mitigate such risks. Strategic risks are overseen by the full Board and the Strategy Committee of the Board. Regulatory risks, previously the responsibility of the Government and Regulatory Affairs Committee, are now overseen by the full Board. Enterprise risk management, financial risks and cybersecurity risks are overseen by the Audit Committee. Risks relating to compensation plans and arrangements are overseen by the Compensation Committee. Risks associated with director independence, potential conflicts of interest, and environmental, social and governance matters are overseen by the Nominating and Corporate Governance Committee. Additional review or reporting on enterprise risks is conducted as needed or as requested by the Board or the appropriate committee. In addition, our Chairperson of the Board
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further facilitates communication and consideration of matters presenting significant risks through her leadership in Board meetings and by serving as a conduit between our independent directors and our Chief Executive Officer on sensitive issues.
Risk Oversight by the Committees of the Board
Our Board maintains several standing committees, including the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee and the Government and Regulatory Affairs Committee (which was disbanded on March 18, 2026). Each Committee acts pursuant to a written charter approved by the Board. From time to time, our Board also appoints ad hoc or other committees or sub-committees, such as the Strategy Committee, the Financing Committee and the Equity Incentive Committee, to facilitate decision-making on specialized matters. The charters for the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are available under “Governance” on the Investor Relations page of our website at ir.ehealthinsurance.com.
Standing Committees of the Board
Audit Committee | |||||||||||
| Members | Number of Meetings in Fiscal 2025: 8 | ||||||||||
Erin L. Russell (Chair) Prama Bhatt Beth A. Brooke A. John Hass, III | Key Responsibilities Among other duties, our Audit Committee: •appoints an independent registered public accounting firm to serve as independent auditor to audit our financial statements and internal control over financial reporting; •discusses the scope and results of the audit with the independent auditor and reviews with management and the independent auditor our interim and year-end operating results; •reviews the adequacy of our internal accounting controls and audit procedures; •pre-approves all audit and permissible non-audit and tax services to be performed by the independent auditor; •prepares the report that the Securities and Exchange Commission requires in our annual proxy statement; •reviews our enterprise risk management program, including discussing guidelines and policies governing the process by which management and other persons responsible for enterprise risk management assess and manage the Company’s exposure to risk; and •reviews and assesses the effectiveness of the Company’s policies, procedures and resource commitment in the area of cybersecurity and data protection, as well as risks and exposures associated with cybersecurity, information security and privacy matters. The Audit Committee has the sole authority and direct responsibility for appointing, retaining, evaluating, compensating, overseeing and, where appropriate, terminating and replacing the independent auditor. All audit services and permissible non-audit and tax services, other than de minimis non-audit services, to be provided to us by our independent auditor are approved in advance by our Audit Committee. | ||||||||||
| Audit Committee Independence and Financial Experts | |||||||||||
Our Board has determined that each member of our Audit Committee meets the requirements for independence of the Nasdaq Stock Market and the Securities and Exchange Commission for audit committee membership. Our Board has also determined that each Audit Committee member meets the financial sophistication requirements of the Nasdaq Stock Market, and that each of Mses. Brooke and Russell is an “audit committee financial expert” as defined in Securities and Exchange Commission rules. | |||||||||||
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Compensation Committee | |||||||||||
| Members | Number of Meetings in Fiscal 2025: 5 | ||||||||||
Andrea C. Brimmer (Chair) Todd Arden(1) Erin L. Russell Cesar M. Soriano Dale B. Wolf | Key Responsibilities The purpose of our Compensation Committee is to assist our Board in determining the compensation of our executive officers and directors. Among other duties, our Compensation Committee: •establishes the corporate goals and objectives that pertain to the variable compensation of our Chief Executive Officer; •evaluates at least annually our Chief Executive Officer’s performance; •determines our Chief Executive Officer’s compensation, based on the Compensation Committee’s evaluation of his or her performance and other relevant criteria; •determines, in consultation with our Chief Executive Officer, the compensation of our executive officers other than the Chief Executive Officer; •reviews, approves and makes recommendations to our Board to approve the policies and practices concerning the compensation of members of our Board at least annually, including determining the compensation of members of our Board; •makes recommendations to our Board regarding adopting, amending or terminating equity incentive plans (including changes in the number of shares reserved for issuance thereunder); •establishes, administers, amends and/or terminates incentive compensation plans for our executive officers; •administers our equity incentive plans and may delegate to another Committee of our Board the concurrent authority to make awards under our equity incentive plans to individuals other than executive officers; •conducts a review of executive officer succession planning, as necessary, reporting its findings and recommendations to our Board and works with our Board in evaluating potential successors to these executive officer positions; •adopts, amends or terminates, or recommends to the Board to adopt, amend or terminate, any clawback policy or provisions allowing the Company to recoup compensation paid to employees, as the Compensation Committee determines necessary or appropriate or required by applicable law, regulations or rules; and •assesses risks relating to compensation plans and arrangements. The Compensation Committee may, to the extent permitted under applicable law, the rules of the Nasdaq Stock Market, the Securities and Exchange Commission and the Internal Revenue Code (the “Code”), and our certificate of incorporation and bylaws, form and delegate authority to subcommittees when appropriate. | ||||||||||
| Compensation Committee Independence | |||||||||||
Our Board has determined that each member of our Compensation Committee meets the applicable requirements for independence of the Nasdaq Stock Market and the Securities and Exchange Commission. | |||||||||||
(1) During 2025, Mr. Tolson also served on the Compensation Committee until he resigned from the Board and was succeeded by Mr. Arden.
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Nominating and Corporate Governance Committee | |||||||||||
| Members | Number of Meetings in Fiscal 2025: 5 | ||||||||||
Dale B. Wolf (Chair) Todd Arden(1) Andrea C. Brimmer Beth A. Brooke Fran S. Soistman | Key Responsibilities Among other duties, our Nominating and Corporate Governance Committee: •identifies, evaluates and recommends nominees to serve on our Board and on committees of our Board; •conducts searches for appropriate members of the Board; •oversees the evaluation of the performance of our Board and of individual directors (including conducting annual written and/or oral evaluations with external counsel), and offering director continuing education opportunities; •reviews developments in corporate governance practices and makes recommendations to the Board concerning corporate governance matters; and •oversees our strategy relating to environmental, social and governance matters. | ||||||||||
| Nominating and Corporate Governance Committee Independence | |||||||||||
Our Board has determined that each member of our Nominating and Corporate Governance Committee meets the applicable requirements for independence of the Nasdaq Stock Market, except for Mr. Soistman. The Company has determined to allow Mr. Soistman to serve on the Nominating and Corporate Governance Committee in reliance upon Nasdaq Listing Rule 5605(e)(3), which permits the appointment of one non-independent member who is not presently an executive officer or employee or a family member of an executive officer to the committee for up to two years under exceptional and limited circumstances in which such individual’s membership on the committee is required by the best interests of the Company and its stockholders. Although Mr. Soistman is not independent under the Nasdaq rules due to his former service as the Company’s chief executive officer, the Board determined that Mr. Soistman’s membership on the Nominating and Corporate Governance Committee, in this limited circumstance, was warranted and in the best interests of the Company and its stockholders because he would be able to provide substantial insight and guidance on potential director nominees and specific insight applicable to the situation of the Company, given his experience in the industry and as the Company’s former chief executive officer. Mr. Soistman was appointed to the Nominating and Corporate Governance Committee effective January 1, 2026 and thus is eligible to serve on the Nominating and Corporate Governance Committee under this exception through December 31, 2027. | |||||||||||
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(1) During 2025, Mr. Tolson also served as a member of the Nominating and Corporate Governance Committee until he resigned from the Board and was succeeded by Mr. Arden.
Other Committees of the Board
Financing Committee | The current members of the Financing Committee are Mses. Brooke and Russell and Messrs. Soistman and Wolf. The Board formed the Financing Committee in July 2022 to evaluate, on behalf of the Board, potential financing transactions. The Financing Committee met 12 times during 2025. | ||||||||||
Strategy Committee | The current members of the Strategy Committee are Ms. Russell and Messrs. Arden, Duke and Soistman. The Board formed the Strategy Committee in December 2025 to monitor and oversee, on behalf of the Board, potential strategic transactions to increase stockholder value. Mr. Duke is the Chairperson of our Strategy Committee. The Strategy Committee did not meet during 2025. | ||||||||||
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Committees Terminated in March 2026
Government and Regulatory Affairs Committee | |||||||||||
| Members | Number of Meetings in Fiscal 2025: 4 | ||||||||||
A. John Hass, III (Chair) Prama Bhatt Todd Arden(1) Cesar M. Soriano Fran S. Soistman | Key Responsibilities Among other duties, our Government and Regulatory Affairs Committee: •reviewed our goals and objectives relating to the governmental affairs, regulatory, public policy and political developments impacting our business; •provided insight and awareness to our Board on emerging issues relating to political and regulatory development at the federal and state levels, and the practical impact to us of such developments; and •assisted in the preparation of our response to any unusual situation or crisis relating to a regulatory or political development. | ||||||||||
Equity Incentive Committee | |||||||||||
| Members | Number of Meetings in Fiscal 2025: 0 | ||||||||||
Andrea C. Brimmer (Chair) Derrick A. Duke(2) | Key Responsibilities The Equity Incentive Committee had the authority to grant equity-based awards within certain guidelines approved by our Board to newly hired employees and consultants who are not our executive officers or directors, in accordance with the terms and conditions of the Equity Award Policy previously adopted by our Board. The Equity Incentive Committee did not meet during 2025. In March 2026, the Board disbanded the Equity Incentive Committee by amending the Equity Incentive Policy. A description of the current Equity Award Policy is provided below. | ||||||||||
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(1) During 2025, Mr. Tolson, also served as a member of the Nominating and Corporate Governance Committee until he resigned from the Board and was succeeded by Mr. Arden.
(2) During 2025, Mr. Soistman also served as a member of the Equity Incentive Committee until he resigned as Chief Executive Officer and was succeeded by Mr. Duke.
Oversight of Human Capital Management and Succession Planning
Our Board believes that our people are our most important and asset critical to our success. Our human capital strategy focuses on building a company culture and workforce that aligns with our mission, is future-ready and is driven to make a meaningful impact. We recognize the importance of cultivating a company culture in which everyone is treated with respect and dignity, in which we can learn from one another’s unique experiences and capabilities and in which we can be our best, personally and professionally. We are committed to fostering a workplace culture that values all perspectives and human experiences, fairly provides opportunities to excel and ensures our employees feel heard and included. We are proud that our workforce represents a mix of backgrounds, skills and experiences which makes us stronger as an organization and allows us to better understand and serve the needs of our consumers who represent diverse socio-economic and demographic backgrounds.
Our Board periodically discusses management succession planning in meetings and executive sessions at both the Board and Committee level. As described in our Corporate Governance Guidelines and the Compensation Committee charter, the Compensation Committee periodically reviews succession planning for our executive officers, reporting its findings and recommendations to our Board and works with our Board in evaluating potential successors to these executive officer positions. The Compensation Committee periodically discusses and evaluates succession plans, including short-term and long-term succession plans for development, retention and replacement of senior leaders. Directors regularly interact and engage with not only senior management talent and potential successors to executive management positions, but also high-potential leaders throughout the Company. This engagement occurs in Board and Committee meetings held throughout the year, as well as through informal updates and regular one-on-one touchpoints.
Our Board also believes that developing its own succession plan is important and periodically reviews its director selection criteria and its approach to Board and Committee leadership structure and membership, with a focus on critical board skills, backgrounds, perspectives and other characteristics and independence.
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Oversight of Cybersecurity
Our Audit Committee oversees our business continuity, data privacy and cybersecurity risks and provides input on our cybersecurity and information security strategies. Our Chief Digital & AI Officer and Head of Information Security evaluate cybersecurity threats and risk management efforts. The Head of Information Security provides regular cybersecurity briefings to the Audit Committee as needed, with a minimum of one briefing a year.
We have processes in place that are designed to protect our information systems, data, assets, infrastructure and computing environments from cybersecurity threats and risks while maintaining confidentiality, integrity and availability. These enterprise-wide processes are based on policies, practices and standards that guide us on identifying, assessing and managing material cybersecurity risks. For additional information on our cybersecurity program, risk management, strategy and governance, see our Annual Report on Form 10-K for the year ended December 31, 2025.
Corporate Governance Policies
Code of Business Conduct and Ethics
Our Board has adopted a code of business conduct and ethics (the “Code of Business Conduct”), which is applicable to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions, and our contractors, consultants and agents. The Code of Business Conduct is available under “Governance” on the Investor Relations page of our website at ir.ehealthinsurance.com.
Corporate Governance Guidelines
Our Board has adopted corporate governance guidelines (the “Corporate Governance Guidelines”) that address the role and composition of, and policies applicable to, the Board. The Nominating and Corporate Governance Committee annually reviews our Corporate Governance Guidelines and reports their recommendations regarding the amendment thereof to our Board. Our Corporate Governance Guidelines are available under “Governance” on the Investor Relations page of our website at ir.ehealthinsurance.com.
Stock Ownership Guidelines for Non-Employee Directors
Our non-employee directors are expected to (1) accumulate and hold a number of shares of our common stock with a value equal to five times their annual cash retainer for service on the Board regardless of any election to take cash retainers in a different form or any deferral of cash retainers (but not including retainers for serving as members or as Chairpersons of Committees of the Board or for serving in the role of Chairperson of the Board or the lead independent director) and to (2) maintain this minimum amount of stock ownership during the director’s tenure on the Board. Based on our current Board member annual retainer, non-employee directors are expected to hold a number of shares of our common stock with a value equal to $500,000.
The following equity holdings qualify towards satisfaction of the stock ownership guidelines: (i) shares directly owned by the non-employee director or his or her immediate family members; (ii) shares held in trust, limited partnerships or similar entities for the benefit of the non-employee director or his or her immediate family members; (iii) shares subject to restricted stock units or other full-value awards that have vested, but for which the non-employee director has elected to defer settlement of the award to a date beyond the date of vesting; and (iv) shares subject to restricted stock units or other full-value awards that are unvested and for which the only requirement to earn the award is continued service to the Company for which the non-employee director has elected to defer the settlement of the award to a date beyond the date of vesting
Non-employee directors are not required to purchase shares on the open market in order to comply with the guidelines. If the applicable guideline is not achieved with respect to any non-employee director by the applicable deadline, the non-employee director will be required to retain an amount equal to seventy-five percent (75%) of the net shares received as a result of the exercise of the Company’s stock options or stock appreciation rights or the vesting of restricted stock units or other full-value awards until the applicable guideline has been achieved. Net shares are those shares that remain after shares are sold or netted to pay the exercise price (if any) of equity awards and applicable taxes. Under certain limited circumstances, the guidelines may be waived by our Compensation Committee at its discretion or to the extent inconsistent with any agreement between the Company and any of our investors or stockholders approved by the Board.
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Non-employee directors are expected to achieve the applicable level of ownership by June 30 following their fourth anniversary of joining the Board. As of the Record Date, all of our non-employee directors either have met the applicable level of stock ownership under the guidelines, still have time to meet the applicable level of stock ownership, or were otherwise in compliance with the stock holding requirement described above.
Insider Trading Policy
Our Board has adopted an insider trading policy (the “Insider Trading Policy”), which prohibits trading of our securities based on material, nonpublic information regarding our Company and applies to our and our subsidiaries’ directors, employees, including our executive officers, consultants, contractors and advisors, and, in each case, members of their immediate families, other family members who live in their same household and any entity whose securities transactions they influence, direct or control (collectively, the “Insiders”). We believe the Insider Trading Policy is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations and the listing standards of the Nasdaq Stock Market. A copy of the Insider Trading Policy was filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2025. In addition, with regard to the Company trading in our own securities, it is our policy to comply with the federal securities laws and the applicable exchange listing requirements.
Under the Insider Trading Policy, Insiders are generally prohibited from, among other things, trading on material, nonpublic information, holding our securities in a margin account (excluding limited margin accounts for IRA or Roth IRA accounts) or pledging our securities as collateral for a loan, “tipping,” with respect to our directors, officers and employees and those consultants, contractors and advisors we identify, trading during our quarterly trading blackout periods, conducting short sales of our securities, trading in derivative securities (e.g., “puts,” “calls,” or other similar hedging instruments) relating to our securities, placing open orders with brokers in violation of the Insider Trading Policy and disclosing material nonpublic information relating to our Company or our subsidiaries.
Equity Award Policy
In March 2026, our Board amended our equity award policy (the “Equity Award Policy”), primarily to streamline equity award practices, including by eliminating the Equity Incentive Committee, a sub-committee of the Compensation Committee that had not been utilized for some time. The Equity Award Policy provides processes for equity award administration, including as follows:
•Our Compensation Committee may grant equity awards to our directors, officers, employees or consultants;
•Our Compensation Committee will approve grants of equity awards (i) to new hires or to recently promoted employees at the first Compensation Committee meeting on or after the employee’s first day of bona fide employment or the day of the employee’s promotion, or as soon as reasonably practicable after such dates via a unanimous written consent and (ii) to existing directors, officers, employees or consultants (other than recently promoted employees) at the first regularly scheduled Compensation Committee meeting in a calendar quarter or via a unanimous written consent;
•For accounting, tax and securities law purposes, all awards are effective on the “date of grant,” which is the later of (i) the 10th business day after the date when the applicable Committee approved the awards or (ii) the first business day of the following month after the applicable Committee approved the awards, with “business day” being defined as a day in which U.S. financial markets including the Nasdaq Stock Market and New York Stock Exchange are open for trading; and
•The exercise price of all options and stock appreciation rights is required to be equal to or greater than the closing price of our common stock on the date of grant.
Non-Employee Director Compensation
Director Compensation Highlights
In June 2025, the Board after a recommendation from its Compensation Committee approved an amendment to our Non-Employee Director Compensation Policy (the “Director Compensation Policy”) to increase the annual cash retainer payable to non-employee directors from $75,000 to $100,000, and decrease the initial and annual equity awards from $175,000 in value to $150,000, each effective June 17, 2025.
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The Government and Regulatory Affairs Committee was disbanded on March 18, 2026 and therefore following such date, no fees are payable for service on this committee.
Our Compensation Committee works with its compensation consultant on an annual basis to review director compensation practices at companies in the same peer group used by our Compensation Committee for purposes of reviewing executive compensation (as discussed further below), and our Board takes this information into account in setting the levels of director compensation.
Annual Retainers
Employee directors of the Company are not paid any fees for serving as members of the Board. Non-employee directors are eligible to receive compensation under our Director Compensation Policy, as discussed in this section. Under the policy, our non-employee directors are entitled to receive cash compensation as set forth below, except as otherwise noted in the table below. In June 2025, the Board and its Compensation Committee approved an amendment to our Director Compensation Policy to increase the annual cash retainer payable to non-employee directors from $75,000 to $100,000, and decrease the initial and annual equity awards by $25,000, each effective June 17, 2025. The amounts set forth in the table below reflect the June 2025 amendment. There are no per-meeting attendance fees for attending Board meetings or meetings of any Committee, but our non-employee directors are entitled to reimbursement of travel and related expenses incurred in connection with their attendance at Board and Committee meetings. Annual cash retainers are paid on a quarterly basis prospectively. In 2025, prior to June 17, 2025, the amount of quarterly payments was calculated based on an annual cash retainer of $75,000.
Director Cash Compensation | Fees ($) | |||||||
Non-Employee Board Member Annual Retainer(1) | 100,000 | |||||||
| Chairperson of the Board Additional Annual Retainer | 50,000 | |||||||
| Lead Independent Director Additional Annual Retainer | 35,000 | |||||||
| Committee Chairperson Annual Retainers | ||||||||
| Audit Committee | 25,000 | |||||||
| Compensation Committee | 15,000 | |||||||
| Nominating and Corporate Governance Committee | 10,000 | |||||||
Government and Regulatory Affairs Committee(2) | 10,000 | |||||||
| Non-Chair Committee Member Annual Retainers | ||||||||
| Audit Committee | 10,000 | |||||||
| Compensation Committee | 7,500 | |||||||
| Nominating and Corporate Governance Committee | 5,000 | |||||||
Government and Regulatory Affairs Committee(2) | 5,000 | |||||||
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(1) Prior to the June 2025 amendment to the Director Compensation Policy, the annual cash retainer that non-employee directors were entitled to was $75,000.
(2) The Government and Regulatory Affairs Committee was disbanded on March 18, 2026 and therefore following such date, no fees are payable for service on this committee.
Equity Compensation
Pursuant to our Director Compensation Policy, non-employee directors are eligible to receive automatic equity award grants on the terms specified below. Prior to its termination on June 12, 2024, such automatic equity awards were granted under our Amended and Restated 2014 Equity Incentive Plan (the “2014 Equity Plan”). Following the termination of the 2014 Equity Plan, such automatic equity awards are granted under our Amended and Restated 2024 Equity Incentive Plan (the “2024 Equity Plan”) that was adopted at the 2025 annual meeting of stockholders.
•Initial Equity Grants. Each non-employee director who first becomes a member of our Board will receive, automatically as of the first date of service as a non-employee director, a one-time grant of time-based restricted stock units (“RSUs”) with a value of $150,000, based on the 20-trading day volume-weighted average closing price
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of our common stock through and inclusive of the last trading date immediately prior to the date of grant, rounded down to the nearest share. The RSUs vest annually over three years from the date of grant, in each case subject to the director’s continued service with us through the applicable vesting dates. A director who becomes a non-employee director as a result of ceasing to be an employee of the Company is not eligible to receive this equity award grant. Prior to the June 2025 amendment to the Director Compensation Policy, the value of initial equity grant was $175,000.
•Annual Equity Grants. Each non-employee director who continues service on our Board will also receive, on the first trading day immediately prior to the date of each annual stockholders’ meeting, an annual grant of RSUs with a value of $150,000, based on the 20-trading day volume-weighted average closing price of our common stock through and inclusive of the last trading date immediately prior to the date of grant, rounded down to the nearest share. Twenty-five percent (25%) of the shares subject to the annual equity grant vest at the end of each three-month period after the applicable date of grant on the same day of the month as the date of grant (or the last day of the month, if there is no corresponding day in such month), in each case subject to the director’s continued service with us through the applicable vesting dates. However, any shares subject to the annual equity grant that remain unvested on the day immediately prior to the date of our next annual stockholder meeting shall vest in full on such date, subject to the director’s continued service through such vesting date. A new director will not receive an annual grant in the same calendar year as the initial equity grant. Prior to the June 2025 amendment to the Director Compensation Policy, the value of annual equity grants was $175,000.
•Board Chairperson Appointment Grant. A new Board Chairperson will receive, automatically as of the first date of service as a newly appointed Board Chairperson, a grant of RSUs with a value of $100,000, based on the 20-trading day volume-weighted average closing price of our common stock through and inclusive of the last trading date immediately prior to the date of approval. The RSUs vest in full approximately one year following the grant date, subject to the director’s continued service through such vesting date.
•Accelerated Vesting upon a Change in Control. Equity awards granted to non-employee directors will become fully vested as of immediately prior to the completion of a Change in Control of eHealth (as defined in the 2014 Equity Plan or 2024 Equity Plan, as applicable).
Travel Expenses
Each non-employee director’s reasonable, customary and documented travel expenses to meetings of the Board and its committees, as applicable, will be reimbursed by the Company. Directors are required to remit their expenses in a timely manner consistent with the Company’s reimbursement policy and by no later than 30 days after incurring such expenses.
Annual Compensation Limit
No non-employee directors, in any fiscal year of the Company, may be granted equity awards, the value of which will be based on their grant date fair value determined in accordance with GAAP, and be provided any other compensation (including without limitation any cash retainers or fees), in amounts that, in the aggregate, exceed $750,000; provided that such amount is increased to $1,000,000 in the fiscal year of such individual’s initial service as a non-employee director. Any equity awards granted or other compensation provided to an individual for such individual’s services as an employee, or for such individual’s services as a consultant (other than as a non-employee director) will be excluded for purposes of calculating the annual compensation limit.
Third Party Compensation of Directors
Except as disclosed below, none of our directors is a party to any agreement or arrangement that would require disclosure pursuant to Rule 5250(b)(3) of the Nasdaq Stock Market.
On September 17, 2025, in connection with his appointment to the Board as a non-employee director and in accordance with the Company’s Director Compensation Policy, for as long as Mr. Arden serves as a director, H.I.G. has agreed to pay him (i) $35,000 per month less the cash amount to be paid by the Company with respect to such month and (ii) a per diem amount of $5,000 under certain specified circumstances.
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2025 Non-Employee Director Compensation
The following table summarizes compensation that our non-employee directors earned during 2025 for service on our Board and any applicable Committee(s) thereof:
| Name | Fees Earned in Cash ($) | Stock Awards ($)(1) | Total ($) | |||||||||||||||||
Todd Arden(2) | 33,571 | 148,579 | 182,150 | |||||||||||||||||
Prama Bhatt(3) | 102,500 | 140,370 | 242,870 | |||||||||||||||||
Andrea C. Brimmer(4) | 107,500 | 140,370 | 247,870 | |||||||||||||||||
Beth A. Brooke(5) | 152,500 | 140,370 | 292,870 | |||||||||||||||||
A. John Hass, III(6) | 107,500 | 140,370 | 247,870 | |||||||||||||||||
Erin L. Russell(7) | 120,000 | 140,370 | 260,370 | |||||||||||||||||
Cesar M. Soriano(8) | 100,000 | 140,370 | 240,370 | |||||||||||||||||
Aaron C. Tolson(9) | — | — | — | |||||||||||||||||
Dale B. Wolf(10) | 105,000 | 140,370 | 245,370 | |||||||||||||||||
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(1)Amounts shown do not reflect compensation actually received. Amounts shown reflect the grant date fair value of the RSUs granted in 2025, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”). Our accounting policies regarding equity compensation and the assumptions used to compute the fair value of our equity awards are set forth in Notes 1 and 5 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.
(2)Since joining the Board in September 2025, Mr. Arden has earned $28,570 as a non-employee member of the Board, $2,143 for his position as a member of the Compensation Committee, $1,429 for his position as a member of the Nominating and Corporate Governance Committee and $1,429 for his position as a member of the Government and Regulatory Affairs Committee.
(3)Ms. Bhatt earned $87,500 as a non-employee member of the Board, $10,000 for her position as a member of the Audit Committee and $5,000 for her position as a member of the Government and Regulatory Affairs Committee.
(4)Ms. Brimmer earned $87,500 as a non-employee member of the Board, $15,000 for her position as Chairperson of the Compensation Committee, and $5,000 for her position as a member of the Nominating and Corporate Governance Committee.
(5)Ms. Brooke earned $87,500 as a non-employee member of the Board, $50,000 for her position as Chairperson of the Board, $10,000 for her position as a member of the Audit Committee, and $5,000 for her position as a member of the Nominating and Corporate Governance Committee.
(6)Mr. Hass earned $87,500 as a non-employee member of the Board, $10,000 for his position as Chairperson of the Government and Regulatory Affairs Committee, and $10,000 for his position as a member of the Audit Committee.
(7)Ms. Russell earned $87,500 as a non-employee member of the Board, $25,000 for her position as Chairperson of the Audit Committee, and $7,500 for her position as a member of the Compensation Committee.
(8)Mr. Soriano earned $87,500 as a non-employee member of the Board, $7,500 for his position as a member of the Compensation Committee and $5,000 for his position as a member of the Government and Regulatory Affairs Committee.
(9)Since joining the Board in 2021 until his resignation in September 2025, Mr. Tolson had waived his cash and equity compensation for his service as a non-employee member of the Board until further notice to the Company.
(10)Mr. Wolf earned $87,500 as a non-employee member of the Board, $10,000 for his position as Chairperson of the Nominating and Corporate Governance Committee, and $7,500 for his position as a member of the Compensation Committee.
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All of our current non-employee directors have received RSUs under our 2014 Equity Plan or our 2024 Equity Plan in connection with their service as members of our Board, other than Mr. Tolson, who waived his compensation during his tenure.
The table below summarizes the outstanding unvested RSUs held by our non-employee directors as of December 31, 2025. Certain of our directors have elected to defer settlement of vested RSUs pursuant to the terms of a deferral election.
| Number of Securities Underlying Equity Awards | ||||||||||||||||||||||||||
| Director | Grant Date | Type of Award | Number of Shares Subject to Restricted Stock Units Originally Granted | Shares Subject to Outstanding and Unvested Restricted Stock Units as of December 31, 2025 | ||||||||||||||||||||||
| Todd Arden | 9/17/2025 | RSUs(1) | 38,592 | 38,592 | ||||||||||||||||||||||
| Prama Bhatt | 9/24/2024 6/17/2025 | RSUs(1) RSUs(3) | 44,864 34,574 | 29,909 17,287 | ||||||||||||||||||||||
Andrea C. Brimmer(2) | 6/17/2025 | RSUs(3) | 34,574 | 17,287 | ||||||||||||||||||||||
| Beth A. Brooke | 6/17/2025 | RSUs(3) | 34,574 | 17,287 | ||||||||||||||||||||||
A. John Hass, III(4) | 6/17/2025 | RSUs(3) | 34,574 | 17,287 | ||||||||||||||||||||||
| Erin L. Russell | 6/17/2025 | RSUs(3) | 34,574 | 17,287 | ||||||||||||||||||||||
| Cesar M. Soriano | 6/17/2025 | RSUs(3) | 34,574 | 17,287 | ||||||||||||||||||||||
Aaron C. Tolson(5) | — | — | — | — | ||||||||||||||||||||||
| Dale B. Wolf | 6/17/2025 | RSUs(3) | 34,574 | 17,287 | ||||||||||||||||||||||
––––––––––––––
(1)RSUs vest in three equal annual installments from the applicable grant date.
(2)Number of RSUs does not include 1,611 shares of vested RSUs granted in June 2021 that have been deferred pursuant to the terms of a deferral election, 24,446 shares of vested RSUs granted in June 2023, or 17,287 shares of RSUs granted in June 2025 of which 8,643 have vested, all of which are subject to the same deferral.
(3)RSUs vest in four equal quarterly installments. However, any shares that remain unvested on the day immediately prior to the date of our upcoming Annual Meeting will vest in full on such date, subject to the individual’s continued service through such vesting date.
(4)Number of RSUs does not include 24,446 shares of vested RSUs granted in June 2023 that have been deferred pursuant to the terms of a deferral election.
(5)Since joining the Board in 2021 through his resignation in 2025, Mr. Tolson had waived his cash and equity compensation for his service as a non-employee member of the Board.
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AUDIT-RELATED MATTERS
Proposal 2: Ratification of The Appointment of Independent Registered Public Accounting Firm
General
The Audit Committee has appointed the firm of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.
Required Vote and Board Recommendation
Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm requires the affirmative vote of a majority of the votes cast affirmatively or negatively at the Annual Meeting in person or by proxy. Abstentions and broker non-votes will have no impact on the outcome of this proposal. This ratification is not required by our bylaws or otherwise. However, the Board is submitting the selection of Ernst & Young LLP to our stockholders for ratification as a matter of corporate practice. If our stockholders fail to ratify the selection, the Audit Committee may reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of us and our stockholders.
ü | The Board recommends a vote “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026. | |||||||||||||||||||
Pre-Approval Policies and Procedures
The Audit Committee’s policy is to pre-approve all audit and permissible non-audit and tax services provided by our independent registered public accounting firm. All audit and permissible non-audit and tax services were pre-approved by the Audit Committee in accordance with the pre-approval policy described above.
Principal Accountant Fees and Services
The following table sets forth the aggregate fees billed by Ernst & Young LLP for audit and other services rendered in 2024 and 2025 (in thousands):
| Fiscal Year Ended December 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
Audit fees(1) | $ | 3,934 | $ | 4,611 | ||||||||||
Audit related fees(2) | — | 5 | ||||||||||||
Tax fees(3) | 158 | 182 | ||||||||||||
All other fees(4) | — | — | ||||||||||||
| $ | 4,092 | $ | 4,798 | |||||||||||
––––––––––––––
(1)Audit fees: These fees consist of professional services rendered for the audit of our annual consolidated financial statements and internal control over financial reporting, review of our quarterly consolidated financial statements, accounting advice and consultations, as well as accounting advice and services that are normally provided by Ernst & Young LLP in connection with regulatory filings or engagements. The audit fees for the fiscal year
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ended December 31, 2024 include an invoice received after the filing of our definitive proxy statement on April 28, 2025 for $646,000 related to services rendered for the 2024 audit.
(2)Audit related fees: These fees consist of fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit of the financial statements.
(3)Tax fees: These fees consist of professional services rendered for tax compliance. The tax fees for the fiscal year ended December 31, 2024 include an invoice received after the filing of our definitive proxy statement on April 28, 2025 for $51,500 related to tax services rendered for fiscal year 2024 tax services.
(4)All other fees: These fees consist of services not captured in the audit or tax categories, including fees relating to accounting research software. There were no such fees incurred in 2024 or 2025.
The Audit Committee considered whether the provision of services other than audit services is compatible with maintaining Ernst & Young LLP’s independence.
Report of the Audit Committee of the Board | ||||||||||||||
This report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or under the Exchange Act, except to the extent we specifically incorporate this report by reference, and shall not otherwise be deemed filed under the Securities Act or the Exchange Act. The Audit Committee of the Board is comprised of four directors, each of whom qualifies as “independent” under the rules of the Securities and Exchange Commission and the current listing requirements of the Nasdaq Stock Market. The current members of the Audit Committee are Prama Bhatt, Beth A. Brooke, A. John Hass, III and Erin L. Russell (Chairperson). The Audit Committee acts pursuant to a written charter that was adopted by the Board in April 2006, as amended. In performing its functions, the Audit Committee acts in an oversight capacity and relies on the work and assurances of (i) the Company’s management, which has the primary responsibility for financial statements and reports and the Company’s internal controls, and (ii) the Company’s independent registered public accounting firm, which, in its report, expresses an opinion on the conformity of the Company’s annual financial statements with accounting principles generally accepted in the United States. It is not the duty of the Audit Committee to plan or conduct audits, to determine that the Company’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles, or to assess the Company’s internal controls over financial reporting. Within this framework, the Audit Committee has reviewed and discussed with management the Company’s audited financial statements as of and for the fiscal year ended December 31, 2025 and the Company’s internal control over financial reporting. The Audit Committee also has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board Auditing Standard and the Securities and Exchange Commission. In addition, the Audit Committee has received the written disclosures and letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, has discussed with the independent registered public accounting firm, Ernst & Young LLP, the independence of that firm and has considered whether the provision of non-audit services was compatible with maintaining the independence of that firm. Based upon these reviews and discussions, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. | ||||||||||||||
Audit Committee | ||||||||||||||
Erin L. Russell (Chairperson) | ||||||||||||||
Prama Bhatt | ||||||||||||||
| Beth A. Brooke | ||||||||||||||
A. John Hass, III | ||||||||||||||
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EXECUTIVE COMPENSATION
Proposal 3: Advisory Vote to Approve Executive Compensation
General
As required by Section 14A of the Exchange Act, we are providing our stockholders with the opportunity to cast a vote to approve, on an advisory basis, the compensation of our Named Executive Officers as described below and elsewhere in this Proxy Statement (commonly referred to as a “Say-on-Pay” vote).
The goal for our executive compensation program is to attract, motivate and retain talented and dedicated executive officers. We seek to accomplish this goal in a way that directly links compensation to measurable corporate and individual performance and focuses executives on achieving near- and long-term corporate objectives and strategy. We believe that our executive compensation program satisfies this goal and rewards our executives for creating stockholder value.
The Compensation Overview, beginning on page 40 of this Proxy Statement, describes our executive compensation program and the decisions made by our Compensation Committee relating to 2025 in more detail. We urge our stockholders to read the Summary Compensation Table and other related compensation tables and narrative, beginning on page 52 of this Proxy Statement, which provides detailed information on the compensation of our Named Executive Officers.
We request stockholder approval of the compensation of our Named Executive Officers as disclosed pursuant to the Securities and Exchange Commission’s compensation disclosure rules (which disclosure includes the Compensation Overview, the compensation tables and the narrative disclosures that accompany the compensation tables). We currently plan to hold a Say-on-Pay vote, on an advisory basis, annually and expect that the next Say-on-Pay vote will occur at the 2027 annual meeting of stockholders.
As an advisory vote, this vote will neither be binding on the Company or the Board nor will it create or imply any change in the fiduciary duties of, or impose any additional fiduciary duty on, the Company or the Board. However, our Compensation Committee, which is responsible for designing and administering our executive compensation program, values the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for our Named Executive Officers.
Required Vote and Board Recommendation
Approval of Proposal 3 requires the affirmative vote of a majority of the votes cast at the Annual Meeting in person or by proxy. Abstentions and broker non-votes will have no effect on the outcome of this proposal.
ü | The Board recommends a vote “FOR” the approval of the compensation of our Named Executive Officers. | |||||||||||||||||||
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Current Executive Officers
The following table sets forth our current executive officers and their ages and the positions they held as of the date of this Proxy Statement.
Name | Age | Position | ||||||||||||
Derrick A. Duke | 59 | Chief Executive Officer and Director | ||||||||||||
Information pertaining to Mr. Duke, who is both a director and the chief executive officer of the Company, may be found under the section of this Proxy Statement entitled “Board and Governance Matters—Continuing Directors: Class I.” | ||||||||||||||
John J. Dolan | 58 | Senior Vice President, Chief Financial Officer | ||||||||||||
John J. Dolan has served as our senior vice president and Chief Financial Officer since August 2024 and has previously served as the Company’s senior vice president, chief accounting officer from May 2022 until August 2024. Prior to joining the Company, Mr. Dolan served as deputy controller of BNY Mellon, a global financial services company, from March 2017 to May 2022, where his responsibilities included SEC reporting and technical accounting. Prior to joining BNY Mellon, Mr. Dolan held various senior finance positions with America Express, a global financial products and travel services company, from April 2004 to March 2017, including vice president - Americas controller and global accounting policies & advisory, vice president, controller - global corporate services & enterprise growth and vice president - corporate segment & tax controller. He also held finance positions at GE Capital and Merrill Lynch and was previously a senior manager at PricewaterhouseCoopers. Mr. Dolan is a certified public accountant (inactive) and holds a B.S. in accounting from Manhattan University. | ||||||||||||||
Michelle M. Barbeau | 48 | Chief Revenue Officer | ||||||||||||
Ms. Barbeau has served as our Chief Revenue Officer since January 2024 and as our Chief Marketing Officer between September 2022 and December 2023. Ms. Barbeau is a proven leader with a wealth of experience in the healthcare industry. She previously served as senior vice president, head of marketing at AbleTo Inc., a provider of virtual mental health services, from July 2020 and September 2022, where she led their marketing and communications strategy with a focus on designing personalized experiences that drive loyalty and high return on investment. Prior to that, Ms. Barbeau served as vice president of marketing, UnitedHealthcare Employee and Individual, at UnitedHealth Group, a health insurance provider, from July 2016 and July 2020, where she transformed a team focused on employer and individual member engagement. She also served in various P&L management roles at General Mills from January 2007 to June 2016. Ms. Barbeau holds a B.A. in International Business and Spanish from Gustavus Adolphus College and an M.B.A. in Marketing from University of Minnesota – Carlson School of Management. | ||||||||||||||
Gavin G. Galimi | 53 | Senior Vice President, General Counsel and Corporate Secretary. | ||||||||||||
Mr. Galimi has served as our Senior Vice President, General Counsel and Corporate Secretary since June 2022. Mr. Galimi has a wealth of experience in the health insurance sector, including 15 years at UnitedHealth Group, a health insurance provider. He most recently served as general counsel for UnitedHealthcare Specialty Benefits, a health insurance provider, from April 2017 to December 2021. In 2017, he co-founded Stratagem Investments, a private equity firm focused on solving society’s inequities, including disparities in access to quality care. From 2006 to 2017, Mr. Galimi held various positions with March Vision Care, a provider of vision care benefits acquired by UnitedHealth Group, including chief financial officer, chief compliance officer, general counsel, and executive vice president. He has served as an officer or director of numerous health insurance subsidiaries of UnitedHealth Group. Mr. Galimi earned his J.D., B.S. in Biological Sciences, and B.A. in International Relations at the University of Southern California. | ||||||||||||||
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Compensation Overview
This Compensation Overview describes our executive compensation program and philosophy and the material elements of compensation awarded to, earned by, and/or paid to any individual who served as our principal executive officer and each of our other two most highly compensated executives during 2025 as set forth under “Executive Compensation Program for 2025—2025 Named Executive Officers” below (collectively, our “Named Executive Officers,” or “NEOs”). This Compensation Overview is intended to be read in conjunction with the tables following this section, which provide further historical compensation information.
Executive Compensation Governance
Compensation Philosophy and Program Structure
We strive to balance our need to compete for executive talent with the need to maintain a reasonable and responsible cost structure for our program, and to promote the closer alignment of our executive officers’ interests with our stockholders’ interests. In general, the objectives of our executive compensation program are summarized as follows:
Performance-Based / At Risk | ||||||||||||||
Fixed | Short-Term Incentive | Long-Term Incentive | ||||||||||||
| Component | Base Salary | Annual Bonus Program | Performance-Based Restricted Stock Units | Restricted Stock Units | ||||||||||
| Objective | Provide competitive base salaries to compensate executives for day-to-day contributions | Link compensation to achievement of rigorous annual financial and/or operational performance | Link equity compensation with rigorous goals related to Company results and stockholder value | Provide retention incentive to employees to remain with the Company long-term | ||||||||||
Consistent with our philosophy of aligning executive pay with our short- and long-term performance, and to align the interests of our management and stockholders, our Compensation Committee has historically sought to design our compensation programs to provide the majority of executive compensation in the form of variable, at-risk pay that is earned based on our performance. We believe that pay should be directly linked to performance with an emphasis on creating value for our stockholders, taking a long-term view of our business by creating incentives that will drive sustainable profitable growth and long-term increase in our stock price.
We do not have any formal policies for allocating compensation among base salary, annual cash incentive awards and long-term incentive equity grants, short- and long-term compensation or among cash and non-cash compensation. Instead, our Compensation Committee and our Board exercise judgment to establish a total compensation program for each executive officer that is a mix of current, short- and long-term incentive compensation, and cash and non-cash compensation, that our Compensation Committee and Board believe is appropriate to achieve the goals of our executive compensation program and our corporate objectives. In setting the elements of compensation, our Compensation Committee considers prior compensation paid and amounts realizable from prior equity-based awards, as well as other benefits provided by the Company.
Compensation Decision-Making Process
Role of the Compensation Committee
The Compensation Committee of our Board, composed entirely of non-employee independent members (as defined under Nasdaq rules) of our Board, oversees, among other things, the design and administration of our executive compensation program and our equity incentive plans (including reviewing and approving equity award grants). The Compensation Committee reviews and approves all compensation decisions relating to our executive officers. The Compensation Committee, generally on an annual basis, reviews the components of executive officer compensation for consistency with our compensation philosophy and considers changes in compensation practices among our peer group companies. The Compensation Committee also annually reviews overall compensation risk.
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Role of Management
Our Chief Executive Officer, Chief Financial Officer and members of our human resources, finance and legal departments assist and support the Compensation Committee. Management does not determine executive officer compensation. However, management reviews our compensation philosophy with the Compensation Committee and develops compensation proposals for the Compensation Committee to consider. Management may provide various materials to the Compensation Committee, such as analyses of existing and proposed compensation programs and executive officer and other employee equity ownership information. Our Chief Executive Officer and our Chief Human Resources Officer participated in meetings of our Compensation Committee, and our Chief Executive Officer makes recommendations with respect to compensation proposals for executive officers other than himself. Final compensation decisions for the Chief Executive Officer were made by the Compensation Committee in executive session without the Chief Executive Officer present.
Role of the Compensation Consulting Firm
The Compensation Committee has engaged Aon, an independent compensation consultant, to provide compensation advisory services. Aon reports directly to the Compensation Committee for purposes of advising it on executive officer compensation and meets with certain members of management in conducting its reviews of various aspects of executive officer compensation. In early 2025, Aon conducted analyses of our executive officers’ base salaries, annual cash bonus awards and long-term equity incentive awards against the compensation of executive officers in similar positions with companies considered to be our “peer companies” as described below. Aon also reports on overall compensation risk, reviews equity plan usage and makes recommendations to the Compensation Committee on executive new hire packages. Aon attended Compensation Committee meetings, including executive sessions, to present its analyses and to discuss its findings with the Compensation Committee. The Compensation Committee reviewed Aon’s analyses in the context of making its decisions with respect to executive officers’ compensation for 2025.
Use of Market Data
For its 2025 compensation decisions, the Compensation Committee maintained a practical approach to attracting and retaining key executive talent in line with market data. The Compensation Committee’s goal is generally to set all elements of compensation using a balanced approach that does not use rigid percentiles to target pay levels for each compensation element, but instead is based on a variety of factors that the Compensation Committee deems appropriate. The Compensation Committee recognizes that certain elements of compensation reported from one source can be consistently higher or lower than the data collected from another, given differences in methods and samples used by each source to collect market data. Given this variability and volatility within the market data, the Compensation Committee has determined that targeting pay levels at specific percentiles of this data could result in outcomes that do not align with the internal value and strategic importance of various roles at the Company. Thus, while the Compensation Committee continues to review and reference market data, the data generally is used to inform the Compensation Committee of market practices to ensure that our executive compensation program remains within a generally competitive range of our peers, but without setting any specific targeted range for any of the Named Executive Officers’ compensation. Accordingly, as described above, the Compensation Committee takes other factors into account in setting the amount of each Named Executive Officer’s target total direct compensation opportunity in addition to the market data.
2025 Compensation Assessment
For the 2025 executive compensation review, Aon provided an analysis of our executive officer compensation against the compensation of executive officers in similar positions with a set of peer group companies (which changed from 2024 to 2025, as described below) and also with compensation data drawn from insurance and healthcare technology companies serving the Medicare and other health insurance customer population, with revenues generally from $250 million to $1.5 billion and market capitalization ranging from $100 million to $1.0 billion included in the Radford Global Technology Survey. The Compensation Committee recognizes that compensation data for some of our key positions may not always be explicitly reported by companies in our compensation peer group or survey data, which could result in limited sample sizes, and/or that any inconclusive or anomalous data can be misleading as to any specific percentile for assessing market competitive practices. The survey data used in addition to the peer group company data were intended to be reflective of companies that compete in our labor market and of companies with similar revenue levels (provided that the Compensation Committee did not separately review each individual company included in the additional survey data used). The Compensation Committee further considers internal factors, such as internal pay equity across the management team, tenure,
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skills and experience, individual performance and criticality of the role, including the responsibilities and functions performed or managed by the individual, as well as existing compensation and retention levels relative to estimated replacement cost with respect to the scope, responsibilities and skills required of the particular position.
2025 Peer Group
The peer group developed by Aon, approved by our Compensation Committee and used in Aon’s analysis for 2025 compensation, was based on publicly-traded companies in the primary industries of insurance and healthcare technology business serving the Medicare and other health insurance customer population, with revenues generally ranging from $250 million to $1.5 billion and market capitalization generally ranging from $100 million to $1.0 billion.
Using the above criteria, the following 18 companies were identified to comprise our 2025 peer group, which consist of seven companies in the insurance sector, eight companies in the healthcare sector and three companies in the technology sector:
| Insurance Peers | Healthcare Peers | Technology Peers | ||||||||||||
Clover Health Investments Group | Accolade, Inc.* | EverQuote, Inc. | ||||||||||||
Crawford & Company* | Alignment Healthcare, Inc. | MediaAlpha, Inc. | ||||||||||||
| GoHealth, Inc. | American Well Corporation* | Priority Technology Holdings, Inc. | ||||||||||||
Goosehead Insurance, Inc.* | Health Catalyst, Inc. | |||||||||||||
Hippo Holdings, Inc. | Claritev Corporation | |||||||||||||
| SelectQuote, Inc. | Phreesia, Inc.* | |||||||||||||
The Baldwin Insurance Group | Sharecare, Inc. | |||||||||||||
Trubridge, Inc. | ||||||||||||||
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* New peer group companies in 2025.
Oscar Health, Inc., Vericity, Inc., NextGen Healthcare, Inc., Tabula Rasa HealthCare, Inc., and Quotient Technology, Inc., which were included in our 2024 peer group, were removed from our 2025 peer group either because they were acquired or merged with other companies or no longer meet the industry, revenue or market capitalization criteria for the peer group as a whole. The new companies added to our 2025 peer group, which include Crawford & Company, Goosehead Insurance, Inc., Accolade, Inc., American Well Corporation and Phreesia, Inc., satisfied all or substantially all of the industry, revenue and market capitalization criteria for the peer group approved by the Compensation Committee.
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Executive Compensation Program for 2025
2025 Named Executive Officers
Our Named Executive Officers for 2025 were as follows:
| Name | Title | |||||||
Derrick A. Duke | Chief Executive Officer | |||||||
| Francis S. Soistman | Former Chief Executive Officer | |||||||
| John J. Dolan | Chief Financial Officer | |||||||
| Michelle M. Barbeau | Chief Revenue Officer | |||||||
2025 Leadership Transition
In August 2024, we announced Mr. Soistman’s plan to retire from his role as Chief Executive Officer of the Company by the end of the second quarter of 2025. In the following year, the Board completed its search for a successor chief executive officer in July 2025. Mr. Soistman retired and Mr. Duke was appointed to succeed him effective September 18, 2025 (the “CEO Transition”). As a result of Mr. Soistman’s planned retirement, no changes to Mr. Soistman’s compensation were made during the Company’s normal compensation cycle.
We believe the CEO Transition has provided for business continuity and positions us well to achieve continued operational and financial excellence and stockholder value.
2025 Business Performance
eHealth delivered strong performance in 2025, ultimately exceeding revenue and profitability guidance ranges that had already been raised three times over the course of the year. We achieved 2025 GAAP net income growth of nearly 300% and adjusted EBITDA growth of 40% both on a year-over-year basis. During the fourth quarter Annual Enrollment Period (“AEP”), eHealth successfully navigated a highly complex selling environment, defined by significant changes in available Medicare Advantage plan offerings. The Company believes that the Medicare Advantage industry is in the midst of a reset cycle and that 2025 represented a continuation of the trend. Similar to what we saw last year, Medicare Advantage plan offerings experienced significant disruptions including plan benefit and premium changes, plan eliminations and market exits. These changes were a result of carrier actions to preserve their Medicare margins as they have faced higher medical costs and regulatory pressures. While market volatility resulted in elevated consumer demand during the AEP, it also introduced challenges such as certain plans reducing or completely eliminating broker commissions on new sales. We believe that eHealth’s successful financial performance through this period of elevated disruption is indicative of the Company’s ability to navigate complex operational challenges.
One of the consequences of the market disruption discussed above was lower-than-expected operating cash flow performance. A key driver of lower cash flow was a year-over-year decrease in carrier advertising and sponsorship support, which is a revenue item that has a high near-term cash yield relative to our core Medicare Advantage agency enrollment model.
In 2025 eHealth continued to elevate the consumer experience across our platform, focusing on enrollment quality, building our distinctive consumer brand as a trusted Medicare Matchmaker and continuing to refine our sales processes. We were successfully able to achieve the retention-specific measurements that we set when we established our 2025 performance goals. Specifically, the sent-to-approved ratio on new Medicare Advantage applications increased year-over-year.
Another significant achievement was the launch of our AI-powered screener in early 2025, which drove increased efficiencies within our agency model while reducing customer call wait times. Our measurement criteria for our AI-specific performance goals were the launch of an AI-education program for employees and piloting at least two AI client solutions. We surpassed our client solutions goal, launching three different AI-based client-facing products last year: after-hours agent, screener agent and customer support agent. Alongside these client facing use cases, eHealth launched an internally facing
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education and governance campaign with the goal of helping our employees embrace these tools while making sure that AI use is as safe and ethical as possible.
During the year, eHealth’s direct branded marketing channels outperformed expectations. This allowed the Company to strategically reduce marketing spend on third-party leads which benefitted our enrollment quality and unit economic ratios. Medicare Advantage LTV-to-CAC ratio(1) improved to 2.2x in the fourth quarter of 2025, up from 2.0x in the prior year period—a validation of our brand investments, variable-cost efficiency and retention performance.
We made key progress on our diversification goals in 2025 as we continued to build revenue opportunities outside of our core Medicare Advantage agency model. Hospital Indemnity Plans, which are typically cross-sold as part of the Medicare enrollment process, saw exceptional approved application growth of more than 400% year-over-year in FY 2025. On a consolidated basis, we achieved our goal of diversified revenue (defined as increase in fee-service or other new revenue streams) growth of $10 million year-over-year in FY 2025.
In 2025, eHealth maintained our commitment to disciplined fixed-cost management. We also demonstrated continued strength in our commissions receivable, ending the year with combined commissions receivable growth of 12% year-over-year.
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(1) See Appendix A for definition.
2025 Base Salary
The Compensation Committee intends to provide the Named Executive Officers with competitive base salaries in order to attract and retain an appropriate caliber of talent and experience for our workforce. Base salaries are also provided to reward the Named Executive Officers for their day-to-day contributions. Our Compensation Committee reviewed base salaries for our Named Executive Officers in the first quarter of 2025 using peer group and survey data supplied by Aon as a means to verify that we were providing base salaries that would help us accomplish our goals.
In March 2025, following a review of market information, the Compensation Committee determined that base salaries for our Named Executive Officers would remain unchanged from 2024. The base salary for Mr. Duke, who became the new Chief Executive Officer in September 2025, was set at $700,000, $50,000 lower than the base salary for Mr. Soistman, through arm’s length negotiation and in consideration of market information.
The 2025 base salaries for our Named Executive Officers as compared to their 2024 base salaries (as applicable) were as follows:
| Name | 2024 Base Salary ($) | 2025 Base Salary ($) | Percentage Change | |||||||||||||||||
Derrick A. Duke(1) | N/A | 700,000 | N/A | |||||||||||||||||
Francis S. Soistman(2) | 750,000 | 750,000 | —% | |||||||||||||||||
John J. Dolan(3) | N/A | 440,000 | N/A | |||||||||||||||||
| Michelle M. Barbeau | 430,000 | 430,000 | —% | |||||||||||||||||
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(1) Mr. Duke became an executive officer on September 18, 2025.
(2) Mr. Soistman resigned as chief executive officer of the Company on September 18, 2025.
(3) Mr. Dolan was not a Named Executive Officer in 2024.
2025 Annual Bonus Program
We provide the opportunity for our executive officers to earn an annual cash bonus. We provide this opportunity in order to attract and retain executives with a high caliber of talent and experience for our key positions and to link payments to the achievement of our annual financial and/or operational objectives.
Consistent with the Compensation Committee’s philosophy of linking pay directly to performance, the Compensation Committee determined that a significant portion of our Named Executive Officers’ total direct compensation should be variable, at-risk cash compensation. The Compensation Committee believed that the incentives provided a meaningful
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reward if the goals were achieved and were necessary to attract and retain our Named Executive Officers and to maintain competitiveness with similarly performing companies.
In June 2025, our Compensation Committee approved the 2025 Annual Bonus Program under the executive bonus plan for our executives, including our Named Executive Officers other than Mr. Soistman, who was not eligible to receive a cash bonus under the 2025 Annual Bonus Program. Mr. Soistman was instead eligible to receive a cash bonus on the terms set forth in the CEO Transition Letter based on his annual target bonus opportunity then in effect, subject to achievement of the same performance metrics applicable under the 2025 Annual Bonus Program and continued service through the payment date. The 2025 Annual Bonus Program provided executives with the opportunity to earn cash bonus awards based on achieving performance goals relating to Company performance established by the Compensation Committee. Under the executive bonus plan, the Compensation Committee retains authority to increase, decrease and/or eliminate awards notwithstanding any performance achievement under it. All Named Executive Officers’ payouts are based on corporate goals described herein.
For 2025, the Compensation Committee determined to maintain the same (on a percentage-of-base salary basis) target cash bonus opportunity for our Named Executive Officers.
The 2025 target cash bonus opportunities for our Named Executive Officers as compared to their 2024 target cash bonus opportunities (as applicable) were as follows:
| Name | 2024 Target Bonus Opportunity as Percent of Base Salary | 2024 Target Bonus Opportunity Amount ($) | 2025 Target Bonus Opportunity as Percent of Base Salary | 2025 Target Bonus Opportunity Amount ($) | ||||||||||||||||||||||
Derrick A. Duke(1) | N/A | N/A | 120% | 345,205 | ||||||||||||||||||||||
Francis S. Soistman(2) | 120% | 900,000 | 120% | 900,000 | ||||||||||||||||||||||
John J. Dolan(3) | N/A | N/A | 75% | 330,000 | ||||||||||||||||||||||
Michelle M. Barbeau | 75% | 322,500 | 75% | 322,500 | ||||||||||||||||||||||
––––––––––––––
(1)Mr. Duke’s target cash bonus opportunity amount reflects proration based on the date he joined the Company as executive advisor on August 4, 2025 before becoming CEO on September 18, 2025.
(2)Mr. Soistman was eligible to receive a cash bonus under the bonus program as in effect immediately prior to the effectiveness of his transition in respect of services provided by him as CEO from January 1, 2025 until September 18, 2025, and as executive advisor during the CEO transition period between September 18, 2025 and December 31, 2025.
(3)Mr. Dolan was not a Named Executive Officer in 2024.
2025 Annual Bonus Program Design
The 2025 Annual Bonus Program continued to reflect a balanced approach to eHealth’s strategic goals, incentivizing for the Company’s Operating Cash Flow, Total Revenue, adjusted EBITDA and FY 2025 operational priorities, based on its review of the Company’s operational plan. The 2025 Annual Bonus Program included the following performance goals and weighting: Company Operating Cash Flow (40% weighting), adjusted EBITDA (20% weighting), total revenue (20% weighting) and select Fiscal Year 2025 operational priorities outlined below (20% weighting) performance goals at the same level as under our 2024 annual bonus program, reflecting our continued focus on achieving cash and profitability targets.
The 2025 Annual Bonus Program provides for the calculation of award payouts as follows:
Payout Curve % | |||||||||||||||||||||||||||||||||||
Base Salary | X | Target % | X | Operating Cash Flow (40%) | Total Revenue (20%) | Adjusted EBITDA(1) (20%) | FY25 Priorities (20%) | = | Payout | ||||||||||||||||||||||||||
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(1) Note: See Appendix A for a reconciliation between GAAP net income (loss) attributable to common stockholders and adjusted EBITDA.
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Upon achievement of the maximum target goals, the maximum potential payout the participants could receive was 200% of the participant’s target payout.
In establishing fiscal year 2025 performance goals, the Compensation Committee and management took a measured approach to balance meaningful performance expectations with the Company’s operating environment and strategic priorities. The Compensation Committee structured the goals to provide for a wider range of outcomes in light of regulatory uncertainties surrounding the Medicare Advantage industry, while still driving strong execution and disciplined capital allocation and accountability for results. While fiscal year 2024 results demonstrated strong execution, the Compensation Committee determined that setting significantly more aggressive targets for fiscal year 2025 would not appropriately reflect the heightened regulatory and market uncertainty facing the Company and the healthcare industry or the level of continued investment required to support sustainable long‑term growth.
The specific performance goals under the 2025 Annual Bonus Program approved by the Compensation Committee are as follows:
2025 Annual Bonus Program | |||||||||||||||||
| Payout Curve | Operating Cash Flow (40%) | Total Revenue (20%) | Adjusted EBITDA(1) (20%) | FY25 Priorities (20%) | |||||||||||||
Maximum | 200% of Target | $10M | $550M | $70M | 3/3 Goals Met | ||||||||||||
Target | 100% of Target | ($5M) | $530M | $57.5M | 2/3 Goals Met | ||||||||||||
Threshold | 50% of Target | ($20M) | $510M | $45M | 1/3 Goals Met | ||||||||||||
•In establishing fiscal year 2025 revenue guidance, the Compensation Committee exercised judgment to ensure that performance goals reflected an appropriate degree of rigor in light of the Company’s operating conditions and regulatory and other market risks. The midpoint of the fiscal year 2025 revenue guidance range was set at $530 million, consistent with the Company’s actual fiscal year 2024 total revenue of $532 million. The Compensation Committee determined that, in light of heightened regulatory and market uncertainty, achieving revenue levels comparable to fiscal year 2024 would require sustained operational execution and therefore constituted a meaningful performance expectation. The revenue threshold and the maximum goals were aligned with the revenue guidance range for our Fiscal Year 2025, to ensure transparency between the Company’s expectations and incentive outcomes.
•In setting operating cash for performance goals, the Compensation Committee recognized that continued progress towards achieving the Company’s revenue objectives would require a comparable level of capital deployment. Accordingly, the midpoint of the Company’s fiscal year 2025 operating cash flow guidance range was set at $(25) million to $10 million, consistent with the Company’s actual operating cash flow of $(18) million in fiscal year 2024. To introduce additional rigor and accountability, the Compensation Committee set the operating cash flow threshold goal at $(20) million, which is $5 million above the low end of the Company’s fiscal year 2025 guidance range of ($25) million. The Committee determined that this threshold appropriately increased rigor relative to guidance while reflecting the anticipated capital requirements necessary to execute the Company’s strategy.
•In setting adjusted EBITDA(1) performance goals, the Compensation Committee again applied judgment. While the Company’s actual adjusted EBITDA(1) for fiscal year 2024 was $69.3 million, the Compensation Committee recognized that continued investment to support revenue growth amid heightened regulatory uncertainty would require continued capital infusion in fiscal year 2025. Accordingly, the Compensation Committee set the 2025 adjusted EBITDA(1) target range to $45 million to $70 million, which is $10 million higher than the adjusted EBITDA(1) guidance range of $35 million and $60 million provided on February 26, 2025 as well as the three-year financial targets we shared at our Investor Day in August 2025. The Compensation Committee determined that this approach appropriately balanced near-term investment needs while setting a clear expectation of profitability improvement and providing a meaningful incentive for management to deliver disciplined, sustainable financial performance.
•Our 2025 guidance included the expected impact of positive net adjustment revenue in the range of $0 to $20 million.
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(1) Note: See Appendix A for a reconciliation between GAAP net income (loss) attributable to common stockholders and adjusted EBITDA.
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The Compensation Committee also selected the following four strategic and operational goals as the FY25 Priorities:
FY25 Priorities (20% Weighing) | ||||||||||||||
| Description | Measurement Criteria | |||||||||||||
| Evolve and optimize consumer-centric retention efforts from policy submission to effectuation and through subsequent renewals with a goal to improve member-level retention on the eHealth platform. | Successful execution of customer retention strategy •No credit if decrease in Sent-to-Approved vs. FY 2024 •No credit if decrease in retention services | |||||||||||||
| Advance our AI and digital technology leadership to better serve all key eHealth stakeholders. | Successful launch of our AI Center of Excellence (upskilling employees, piloting AI solutions, and establishing governance and security protocols) •No credit if employee AI-education program is not launched •No credit if at least two AI client solutions are not piloted | |||||||||||||
| Invest in existing capabilities beyond MA agency to pursue targeted diversification, with a goal building profitable scale, fully leveraging our distribution platform year-around, and mitigating risk. | Growth in diversified revenue (excluding MA agency) opportunities •No credit if diversified revenue (defined as increase in fee-service or other new revenue streams) is below $10M YoY | |||||||||||||
The Compensation Committee believed that the achievement of these strategic performance goals would advance the Company’s near-term operational priorities and represent rigorous goals that require significant effort on the part of each participant to achieve. As a result, the Compensation Committee approved cash bonus award opportunities based on achievement of these goals. The Compensation Committee also believed that with respect to the FY25 Priorities, achievement of all three metrics would require significant effort by our Named Executive Officers and their skillful execution of the Company’s strategy.
Taken together, the Compensation Committee concluded that the fiscal year 2025 performance goals remain appropriately challenging, requiring disciplined execution, prudent capital deployment and effective management of market and regulatory risks facing the Company.
Annual Bonus Payouts for 2025
In March 2026, our Compensation Committee considered and determined the 2025 fiscal year performance of the Company against the previously established performance goals as follows:
| Metric | 2025 Actual Result | Goal Achievement Payout Percentage | X | Goal Weighting | = | Percentage of Target Payout | ||||||||||||||||||||
Operating Cash Flow | ($25M) | 0% | 40% | 0% | ||||||||||||||||||||||
Total Revenue | $554M | 200% | 20% | 40% | ||||||||||||||||||||||
Adjusted EBITDA(1) | $97M | 200% | 20% | 40% | ||||||||||||||||||||||
FY25 Priorities | 3/3 Goals Met | 200% | 20% | 40% | ||||||||||||||||||||||
| Total | 120% | |||||||||||||||||||||||||
(1)See Appendix A for definitions of certain metrics and our non-GAAP financial measures along with reconciliations to the most comparable GAAP measure.
In determining the achievement of all three FY25 Priorities, the Compensation Committee considered the following information: (i) the Company’s customer retention strategy was successfully executed, as demonstrated by increased sent-to-approved applications and increased retention services compared to 2024; (ii) the Company’s AI center of excellence was launched, along with the launch of the employee AI-education program and piloting of two AI client solutions; and (iii) the Company’s diversified revenue was above $10 million.
Based on achievement of such operational goals, the Compensation Committee acknowledged achievement of the performance goals under the 2025 Annual Bonus Program at 120% of target, while noting considerable over-performance with respect to the adjusted EBITDA and total revenue performance goals above maximum targets.
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In recognition of Mr. Dolan’s performance during fiscal 2025, the Compensation Committee approved an additional discretionary bonus of $25,000 for Mr. Dolan. In making this determination, the Committee considered, among other factors, the following:
•Mr. Dolan’s role in maintaining the Company’s financial credibility and liquidity during the CEO transition with no disruption to the Board, lenders or investors;
•his leadership in implementing disciplined operating model enhancements and carrier‑risk mitigation initiatives that contributed to estimated incremental revenue in excess of $75 million; and
•his efforts to reduce liquidity and refinancing risk through the execution of a $125 million asset‑based revolving credit facility, extension of debt maturities, development of a cash‑flow improvement plan targeting approximately $80 million and development of an enterprise risk management framework.
The Compensation Committee determined that Mr. Dolan’s performance contributed to greater balance‑sheet resilience and value creation during a period of market volatility.
The actual bonus payments made to our Named Executive Officers in March 2026 are summarized as follows:
| Name | 2025 Base Salary ($) | 2025 Bonus Target as Percent of Base Salary | 2025 Actual Bonus Payout Curve | Actual Bonus Payout ($) | ||||||||||||||||||||||
Derrick A. Duke(1) | 700,000 | X | 120% | X | 120% | = | 414,247 | |||||||||||||||||||
Francis S. Soistman | 750,000 | 120% | 120% | 1,080,000 | ||||||||||||||||||||||
John J. Dolan(2) | 440,000 | 75% | 127.5% | 421,000 | ||||||||||||||||||||||
| Michelle M. Barbeau | 430,000 | 75% | 120% | 387,000 | ||||||||||||||||||||||
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(1)Mr. Duke’s actual bonus payout amount in 2025 reflects proration based on the date he joined the Company on August 4, 2025.
(2)Mr. Dolan’s actual bonus payout amount includes an additional discretionary bonus of $25,000, as discussed above.
2025 Total Cash Compensation Summary
The below table summarizes the 2025 cash compensation earned by our Named Executive Officers:
| Name | 2025 Actual Salary ($)(1) | 2025 Annual Bonus ($) | 2025 Other Bonus Payments ($)(2) | All Other Cash Compensation ($)(3) | Total Cash Compensation ($) | |||||||||||||||||||||||||||
Derrick A. Duke | 290,769 | 414,247 | 600,000 | 1,649 | 1,306,665 | |||||||||||||||||||||||||||
| Francis S. Soistman | 748,269 | 1,080,000 | 1,000,000 | 16,910 | 2,845,179 | |||||||||||||||||||||||||||
John J. Dolan | 441,692 | 421,000 | — | 12,882 | 875,574 | |||||||||||||||||||||||||||
| Michelle M. Barbeau | 431,654 | 387,000 | — | 11,363 | 830,017 | |||||||||||||||||||||||||||
(1)The salary amounts for each NEO may differ from such NEO’s stated base salary as described elsewhere in this “Compensation Overview” section due to the timing of our payroll processes. The Company calculates salary based on a 52-week year, payable on a bi-weekly basis. For 2025, this resulted in the payment for one additional day.
(2)The bonus payments represent a sign-on bonus for Mr. Duke upon his appointment as the Company’s Chief Executive Officer and a retention cash award for Mr. Soistman for his continued employment during the transition period.
(3)Represents Company matching 401(k) plan contributions and payment of premiums for group term life insurance.
2025 Equity Incentive Program
Equity incentive awards are an important part of our overall compensation program as they reward and incentivize performance, assist in attracting and retaining talented employees and help to align employee interests with the interests of our stockholders. The Compensation Committee reviews the equity holdings of our Named Executive Officers regularly, and grants equity awards to our Named Executive Officers informed in part by the market data provided by Aon, as discussed above. The terms of our 2025 equity awards are set forth below, and additional relevant provisions with respect to particular Named Executive Officers may be found in the “—Executive Compensation Tables—Employment Agreements, Severance Agreements and Change of Control Arrangements” section of this Proxy Statement. The Company grants equity awards under our 2024 Equity Plan and the inducement plan that the Company initially adopted in September 2021 (as amended, the “2021 Inducement Plan”).
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In reviewing our equity award practices, we are committed to effectively rewarding, incentivizing and retaining our key employees with a competitive equity compensation program while maintaining acceptable levels of stockholder dilution. For this reason, we carefully manage both our gross burn rate and our net burn rate. Gross burn rate reflects equity awards granted during the fiscal year divided by the weighted average number of shares of common stock outstanding. We calculate net burn rate as equity awards granted during the fiscal year less equity awards cancelled and returned to the plan (net equity grants), divided by the weighted average number of shares of common stock outstanding. For more information about our burn rates, see “Other Company Proposal—Reasons for Seeking Stockholder Proposal—Our Gross Burn Rate v. Net Burn Rate.”
We believe that equity awards are a foundational component of total compensation not only for our Named Executive Officers, but also for a broader portion of our employee population. We expect to rely on the use of employee equity awards to attract, reward and motivate our employees, and to tie their financial interests to those of our stockholders.
2025 Equity Incentive Program Design
It is our practice to make annual equity awards. We utilize equity awards to attract, reward and motivate our employees, and to tie their financial interests to those of our stockholders.
Our 2025 executive equity compensation program reflects our continued shift towards a more long-term, performance-driven mix. The initial equity grant to Mr. Duke, who succeeded Mr. Soistman as our Chief Executive Officer, effective September 18, 2025, was evenly weighted between PSUs and RSUs. As Mr. Soistman had notified the Company in August 2024 of his intent to retire, he did not receive any annual equity awards in respect of the 2025 fiscal year.
The 2025 annual equity awards to our other Named Executive Officers reflected increased weighting toward performance-based compensation. Ms. Barbeau’s 2025 annual equity awards were evenly split between PSUs and RSUs whereas in 2024, she had received an aggregate split of 32% and 58% between PSUs and RSUs, respectively. Mr. Dolan’s 2025 annual equity awards were also evenly split between PSUs and RSUs. In addition, the Compensation Committee evaluated the mix and vesting requirements in connection with making 2025 equity grants and extended the PSU performance period applicable to PSUs granted in 2025 to three years, in comparison to the two-year performance period applicable to PSUs granted in 2024. Furthermore, the Compensation Committee granted the equity awards with a continued focus on building long-term sustainable growth and defined cumulative adjusted EBITDA margin for the three-year performance period as the performance metric.
As further discussed below, the Compensation Committee expanded the adjusted EBITDA margin performance period from a two-year period in 2024 to a three-year period for the 2025 Equity Incentive Program to continue our emphasis on efficiencies to drive profitability. Upon achievement of the maximum target goals, the maximum potential payout the participants may receive is 200% of the participant’s target payout while achieving the target and threshold goals would result in the participant receiving 100% and 50%, respectively, of the participant’s target payout, similar to our 2024 annual bonus program.
2025 RSUs granted to our Named Executive Officers vest in equal annual installments over three years, subject to the applicable Named Executive Officer’s continued service through each applicable vesting date.
2025 PSUs were tied to achievement of adjusted EBITDA margin performance goals for the three-year period between 2025 and 2027, as follows:
Threshold | Adjusted EBITDA Margin(1) for 2025-2027 | Percentage of Award Eligible to Vest | ||||||||||||
| Maximum | 12% | 200% | ||||||||||||
Target | 10% | 100% | ||||||||||||
| Threshold | 8% | 50% | ||||||||||||
| Below Threshold | Less than 8% | —% | ||||||||||||
•The 2025 PSUs have a three-year performance period, and based upon achievement of the adjusted EBITDA margin performance goal, eligible shares will vest on the last trading day of the calendar month in which the achievement of the performance goal is determined by the Compensation Committee, subject to continued service to us through the applicable vesting date.
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(1)See Appendix A for definitions of certain metrics and our non-GAAP financial measures along with reconciliations to the most comparable GAAP measure.
Other Compensation; Perquisites
We provide the opportunity for our executive officers and other employees to receive general health and welfare benefits. We also maintain a retirement and deferred savings plan available to all U.S. employees, which is intended to qualify under Sections 401(a) and 401(k) of the Code. This plan allows each participant to contribute up to 100% of their pre-tax compensation, up to a statutory limit, which was $23,500 (or, including catch-up contributions, $31,000 for employees over 50 years of age) in calendar year 2025. Under the plan, each participant is fully vested in his or her own contributions. We match 100% of each participant’s contribution each pay period, up to a maximum of 3% of the employee’s base salary during that period. The plan also permits us to make discretionary profit-sharing contributions, but we have not made such contributions to date. Additionally, we paid certain amounts in respect to premiums for group term life insurance for our Named Executive Officers, as described in the Summary Compensation Table.
We generally restrict our executive officers so that they are eligible to receive only the same benefits and perquisites as our other U.S.-based salaried employees. These payments are set forth in the Summary Compensation Table under the column, “All Other Compensation.” See “—Executive Compensation Tables—2025 Summary Compensation Table.”
Our executive officers are eligible to participate in our 2020 Employee Stock Purchase Plan on the same terms as all other U.S. employees who meet the eligibility criteria.
Change in Control and Termination Arrangements
We have entered into employment or severance agreements with our Named Executive Officers that provide for certain severance benefits upon certain terminations in connection with a change of control and outside of a change of control. At the direction of the Compensation Committee, Aon conducted a study of change of control severance market practices. Informed by this data, the Compensation Committee designed agreements considering market norms. The severance and employment arrangements with our Named Executive Officers are more fully described under the section entitled “—Executive Compensation Tables—Employment Agreements, Severance Agreements and Change of Control Arrangements.”
Compensation Governance Policies and Practices
Compensation Governance Best Practices
Our Compensation Committee, assisted by its independent compensation consultant, stays informed of developing executive compensation best practices. In this regard, we seek to implement best practices including:
What We Do | What We Don’t Do | |||||||||||||
| ü | Stock ownership guidelines for senior executives | x | No excise tax gross-ups upon a change in control | |||||||||||
| ü | Pay-for performance philosophy with large portion of pay at risk | x | No fixed term or evergreen employment agreements | |||||||||||
| ü | Regular review of equity utilization, dilution and cost | x | No stock option grants at prices below fair market value | |||||||||||
| ü | Annual assessment of compensation risk and risk mitigation practices | x | No excessive severance benefits | |||||||||||
| ü | Independent executive compensation consultant | x | No dividend payments on unvested awards | |||||||||||
| ü | Robust engagement with stockholders on governance and compensation matters | x | No dividend on unexercised options or stock appreciation rights | |||||||||||
| ü | A significant portion of our executive equity program is performance-based | x | No hedging, short sale, or derivative transactions permitted for directors or officers, per the Company Insider Trading Policy | |||||||||||
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Stock Ownership Guidelines for our Executive Officers
Our Compensation Committee has approved stock ownership guidelines for our executive officers to further align their interests with the interests of our stockholders.
Pursuant to our stock ownership guidelines, our Chief Executive Officer is expected to accumulate and hold a number of shares of our common stock with a value equal to six times his annual base salary as Chief Executive Officer and to maintain this minimum amount of stock ownership throughout his employment. Our Chief Executive Officer is expected to achieve the applicable level of ownership within five years of his becoming Chief Executive Officer.
Under our stock ownership guidelines, our executive officers (other than the Chief Executive Officer) are expected to accumulate and hold a number of shares of our common stock with a value equal to three times their annual base salary and to maintain this minimum amount of stock ownership throughout their employment. The executive officers (other than the Chief Executive Officer) are expected to achieve the applicable level of ownership within five years of the date of adoption of the amended stock ownership guidelines, or for future executive officers, within five years of their becoming an executive officer.
The following equity holdings qualify towards satisfaction of our stock ownership guidelines: (i) shares directly owned by the executive officer or his or her immediate family members; (ii) shares held in trust, limited partnerships or similar entities for the benefit of the executive officer or his or her immediate family members; (iii) shares subject to restricted stock units or other full-value awards that have vested, but for which an executive officer has elected to defer settlement of the award to a date beyond the date of vesting; and (iv) shares subject to restricted stock units or other full-value awards that are unvested and for which the only requirement to earn the award is continued service to the Company and for which an executive has elected to defer the settlement of the award to a date beyond the date of vesting.
Executive officers are not required to purchase shares on the open market in order to comply with the guidelines. In the event the applicable guideline is not achieved with respect to any executive officer by the applicable deadline, the executive officer will be required to retain an amount equal to 75% of the net shares received as a result of the exercise of stock options or stock appreciation rights or the vesting of restricted stock units or other full-value awards until the applicable guideline has been achieved. “Net shares” are those shares that remain after shares are sold or netted to pay the exercise price (if any) of equity awards and applicable taxes. Under certain limited circumstances, the guidelines may be temporarily suspended by our Compensation Committee at its discretion.
As of the Record Date, all of our executive officers still have time to meet the applicable level of stock ownership contemplated by the guidelines or were otherwise in compliance with the stock holding requirement described above.
Insider Trading Policy
Our employees, including our Named Executive Officers, are prohibited from trading our securities in violation of our Insider Trading Policy, including activities such as trading on material, nonpublic information, pledging of our securities as collateral for a loan and trading in derivative securities (e.g., “puts,” “calls,” “swaps,” “caps,” “collars” or other similar hedging instruments) relating to our securities. For more information about our Insider Trading Policy, see “Board and Governance Matters—Corporate Governance Policies—Insider Trading Policy.”
Compensation Recovery Policy
In September 2023, our Board adopted an executive compensation clawback policy (the “Clawback Policy”) applicable to our current and future former executive officers in accordance with the Securities and Exchange Commission and Nasdaq requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act. The Clawback Policy provides for the non-discretionary recovery of excess incentive-based compensation from current and former executive officers in the event of an accounting restatement, whether or not the executive officer was at fault for the restatement, in accordance with the Securities and Exchange Commission and Nasdaq requirements. As described in more detail in the Clawback Policy, excess compensation generally is incentive-based compensation that exceeds the amount a covered executive otherwise would have received had the compensation been determined based on the restated amounts. Excess compensation generally is covered by the Clawback Policy if received by an individual following the effective date of the policy and during the three completed fiscal years immediately prior to the date it is determined that an accounting restatement is required, such amounts were received after the individual became an executive officer and such individual was an executive officer at any
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time during the applicable performance period. A copy of the Clawback Policy is available under “Governance” on the Investor Relations page of our website at ir.ehealthinsurance.com.
Equity Grant Practices
Compensation Risk Assessment
Our Compensation Committee retained Aon, its independent compensation consultant, to evaluate the risk inherent in our executive and non-executive compensation programs. Accordingly, Aon evaluated our executive and non-executive compensation programs and provided a report to the Compensation Committee. The report concluded that, among other things:
•Overall pay mix, among base salary, variable cash and long-term incentives, was aligned with the practices of our peers;
•Incentive plans are well-aligned with compensation design principles that generally follow best practices;
•Management incentives are capped and require a threshold level of performance that help protect against overpayment in a challenging business environment;
•Severance benefits are closely managed and are not excessive; and
•Share ownership guidelines established for executive officers and non-employee directors generally follow best practices.
Based on this analysis, the Compensation Committee was satisfied that any risks arising from our compensation programs are not reasonably likely to have a material adverse effect on the Company.
Compensation Committee Advisor Independence
We, as a company, participate in the Radford Global Technology Survey and Global Sales Survey in order to obtain market compensation information for executives and staff globally. Aon also assists us in valuing equity awards to ensure that such awards are properly expensed and for purposes of preparing our pay versus performance disclosures below. The Compensation Committee has considered the independence of Aon pursuant to Nasdaq Stock Market and Securities and Exchange Commission rules and has found no conflict of interest in Aon’s continuing to provide advice to the Compensation Committee.
Regulatory Considerations
Section 162(m) of the Code (“Section 162(m)”) generally provides that publicly held companies may not deduct compensation paid to certain of their top executive officers to the extent that such compensation exceeds $1 million per officer in any year. While the Compensation Committee considers the deductibility of awards as one factor in determining executive compensation, the Compensation Committee also looks at other factors in making its decisions and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the compensation is not deductible by us for tax purposes. In determining the compensation paid to covered individuals, we take into account the grant date fair value computed in accordance with FASB ASC Topic 718. Our accounting policies regarding equity compensation and the assumptions used to calculate the value of our equity awards are set forth in Notes 1 and 5 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.
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Executive Compensation Tables
2025 Summary Compensation Table
The information below sets forth the compensation earned by our Named Executive Officers for the years ended December 31, 2025 and 2024. The total compensation presented does not reflect the actual compensation received by our Named Executive Officers. For example, the amounts in the “Stock Awards” column include the grant date fair values of RSUs and/or PSUs, granted in that applicable year and the amounts in the “Option Awards” column include the grant date fair values of time-based stock options and/or performance-based stock options granted in that applicable year.
| Name and Principal Position | Year(1) | Salary ($)(2) | Bonus ($) | Stock Awards ($)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | ||||||||||||||||||||||||||||||||||||||||||
Derrick A. Duke(6) | 2025 | 290,769 | 600,000 | 1,956,000 | — | 414,247 | 1,649 | 3,262,665 | ||||||||||||||||||||||||||||||||||||||||||
Chief Executive Officer | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Francis S. Soistman | 2025 | 748,269 | 1,000,000(7) | — | — | 1,080,000 | 16,910 | 2,845,179 | ||||||||||||||||||||||||||||||||||||||||||
Former Chief Executive Officer | 2024 | 755,769 | — | 1,305,000 | — | 1,350,000 | 17,434 | 3,428,203 | ||||||||||||||||||||||||||||||||||||||||||
John J. Dolan(8) | 2025 | 441,692 | — | 353,150 | — | 421,000 | 12,882 | 1,228,724 | ||||||||||||||||||||||||||||||||||||||||||
Chief Financial Officer | ||||||||||||||||||||||||||||||||||||||||||||||||||
Michelle M. Barbeau | 2025 | 431,654 | — | 353,150 | — | 387,000 | 11,363 | 1,183,167 | ||||||||||||||||||||||||||||||||||||||||||
| Chief Revenue Officer | 2024 | 433,308 | — | 995,350(9) | — | 483,750 | 11,284 | 1,923,692 | ||||||||||||||||||||||||||||||||||||||||||
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(1)Mr. Soistman became the Company’s Chief Executive Officer effective November 2021, and Mr. Duke succeeded him in September 2025. Mr. Dolan joined the Company as Chief Accounting Officer in May 2022 and became the Company’s Chief Financial Officer in August 2024. Ms. Barbeau joined the Company as Senior Vice President, Chief Marketing Officer in September 2022 and became the Company’s Chief Revenue Officer in January 2024.
(2)The salary amounts for each NEO may differ from such NEO’s stated base salary as described elsewhere in this “Compensation Overview” section due to the timing of our payroll processes. The Company calculates salary based on a 52-week year, payable on a bi-weekly basis. For 2025, this resulted in the payment for one additional day.
(3)Amounts were based on the grant date fair value computed in accordance with FASB ASC Topic 718 and assuming the probable level of achievement of the performance conditions of the PSUs. Our accounting policies regarding equity compensation and the assumptions used to calculate the value of our equity awards are set forth in Notes 1 and 5 to our consolidated financial statements included in our Annual Report on Form 10-K for the years ended December 31, 2025 and 2024. The 2025 PSUs have the following grant date fair values assuming the target level of performance conditions will be achieved by assuming a 100% target, and based on the closing price of our common stock on the respective grant date: $978,000 for Mr. Duke and $128,800 each for Mr. Dolan and Ms. Barbeau. Assuming maximum achievement of 200%, the 2025 PSUs have the following grant date fair values: $1,956,000 for Mr. Duke and $257,600, each for Mr. Dolan and Ms. Barbeau. For more information regarding our Named Executive Officers’ equity awards granted in 2025, see “—Compensation Overview—Executive Compensation Program for 2025.”
(4)Amounts are performance-based cash bonus awards earned and approved by the Compensation Committee for their respective fiscal years. Mr. Soistman’s 2025 annual bonus payment reflects the performance-based cash bonus payment pursuant to the terms of the CEO Transition Letter Agreement under “Employment Agreements, Severance Agreements and Change of Control Arrangements—CEO Transition Letter Agreement with Mr. Soistman.”
(5)The following table sets forth the component amounts presented in the “All Other Compensation” column above for the year ended December 31, 2025:
| Name | Contributions Under 401(k) Plan ($)(a) | Group Term Life Insurance ($)(b) | ||||||||||||
Derrick A. Duke | 646 | 1,003 | ||||||||||||
| Francis S. Soistman | 9,894 | 7,016 | ||||||||||||
John J. Dolan | 10,551 | 2,331 | ||||||||||||
| Michelle M. Barbeau | 10,550 | 813 | ||||||||||||
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(a)Represents 401(k) matching contributions.
(b)Represents premiums paid for group term life insurance.
(6)Because Mr. Duke became an executive officer in August 2025, his 2024 compensation information is not provided.
(7)Represents a $1,000,000 retention cash award pursuant to the terms of the CEO Transition Letter Agreement with Mr. Soistman as described below under “CEO Transition Letter Agreement with Mr. Soistman.”
(8)Because Mr. Dolan was not one of the two most highly compensated executive officers in 2024, his 2024 compensation information is not required to be provided.
(9)For Ms. Barbeau the amount also includes 31,300 RSUs granted in connection with the 2024 Retention Incentive Program and 75,000 RSUs granted in connection with her promotion in lieu of the 2024 annual RSU award.
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2025 Grants of Plan-Based Awards
The following table provides information regarding the amount of performance-based cash bonus awards eligible to be earned in 2025 by each of the Named Executive Officers and equity awards granted in 2025 to each of the Named Executive Officers.
| Name | Grant Date | Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derrick A. Duke | 8/4/2025 | 7/28/2025 | 150,000 | 300,000 | 600,000 | 978,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 8/4/2025 | 7/28/2025 | 300,000 | 978,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 172,603 | 345,205 | 690,441 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Francis S. Soistman | 450,000 | 900,000 | 1,800,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
John J. Dolan | 4/9/2025 | 3/26/2025 | 35,000 | 224,350 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 8/7/2025 | 8/4/2025 | 17,500 | 35,000 | 70,000 | 128,800 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 165,000 | 330,000 | 660,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Michelle M. Barbeau | 4/9/2025 | 3/26/2025 | 35,000 | 224,350 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 8/7/2025 | 8/4/2025 | 17,500 | 35,000 | 70,000 | 128,800 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 161,250 | 322,500 | 645,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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(1)Represents threshold, target and maximum performance-based cash bonus payouts under the 2025 Annual Bonus Program as described in “—Compensation Overview—Executive Compensation Program for 2025—2025 Annual Bonus Program.” The actual bonus amounts paid to each Named Executive Officer are disclosed in the 2025 Summary Compensation Table set forth above.
(2)Represents PSUs granted in 2025. For PSUs granted to each Named Executive Officer, a number of PSUs may become eligible to vest based on achievement of Adjusted EBITDA Margin performance goals for the period between January 1, 2025 and December 31, 2027 and any PSUs which become eligible shares based on such achievement are subject to a time-based vesting schedule which will be satisfied in full on the last trading day of the calendar month in which the achievement of the performance goal is determined by the Compensation Committee, subject to such individual’s continued services to us through such date, as described in “—Compensation Overview—Executive Compensation Program for 2025—2025 Equity Incentive Program.” These columns show the number of PSUs that would become eligible to vest upon achievement at the threshold, target, and maximum levels.
(3)Represents RSUs granted in 2025. For Mr. Duke, the amount consists of 300,000 RSUs granted in connection with his appointment as the Company’s Chief Executive Officer. For Mr. Dolan and Ms. Barbeau, the amount consists of 35,000 RSUs granted in connection with the 2025 annual equity award.
(4)Amounts shown reflect the grant date fair value of RSU and PSU awards granted in 2025, computed in accordance with FASB ASC Topic 718 and assuming the probable level of achievement of the performance conditions of the PSUs, at 100% target. Our accounting policies regarding equity compensation and the assumptions used to compute the fair value of our equity awards are set forth in Notes 1 and 5 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.
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2025 Outstanding Equity Awards at Fiscal Year-End
The following table summarizes the number of equity securities underlying outstanding option awards and unvested RSUs and PSUs for each Named Executive Officer as of December 31, 2025. None of our Named Executive Officers have elected to defer settlement of vested RSUs or PSUs. Vested RSUs and PSUs are not included in the table below. Vested RSUs and PSUs are reflected in the table and related footnotes under “Stock Ownership Matters—Beneficial Ownership Table” and “2025 Option Exercises and Stock Vested at Fiscal Year-End” below. See “—Compensation Overview—2025 Equity Incentive Program” for a description of equity awards granted in 2025.
| Option Awards | Stock Awards | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derrick A. Duke | 8/4/2025(2) | 300,000 | 1,380,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
8/4/2025(3) | 300,000 | 1,380,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Francis S. Soistman | 10/6/2021(4) | 100,000 | 41.03 | 10/06/2028 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
4/5/2024(5) | 250,000 | 1,150,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
4/5/2024(6) | 83,333 | 383,332 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
John J. Dolan | 7/1/2022(7) | 8,318 | 38,263 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
4/10/2023(8) | 7,735 | 35,581 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
4/5/2024(9) | 21,000 | 96,600 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
4/5/2024(10) | 13,000 | 59,800 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
10/9/2024(11) | 52,500 | 241,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
10/9/2024(12) | 32,500 | 149,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
12/10/2024(13) | 15,650 | 71,990 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
4/9/2025(14) | 35,000 | 161,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
8/7/2025(15) | 35,000 | 161,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Michelle M. Barbeau | 10/12/2022(16) | 28,196 | 129,702 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
4/10/2023(17) | 6,329 | 29,113 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1/2/2024(18) | 37,500 | 172,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
4/5/2024(19) | 70,000 | 322,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
12/10/2024(13) | 15,650 | 71,990 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
4/9/2025(14) | 35,000 | 161,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
8/7/2025(15) | 35,000 | 161,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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(1)The market value of RSUs and PSUs that have not vested is calculated by multiplying the number of units that have not vested by the closing price of our common stock on December 31, 2025, which was $4.60.
(2)Represents an estimate of the number of shares that may be earned under the Company’s Equity Incentive Program. The equity covers 300,000 PSUs that vest upon achievement of adjusted EBITDA margin performance goals for the period January 1, 2025 to December 31, 2027. The number in the table reflects the 100% target as based on our estimate of expected performance as of December 31, 2025. Based upon achievement of the applicable performance criteria, the percentage that becomes eligible to vest would vest the last trading day of the calendar month in which the achievement of the performance goal is determined by the Compensation Committee, subject to the executive officer’s continuing to provide services to us through the vesting date.
(3)The equity award covers 300,000 RSUs that vest in three equal annual installments from the vesting commencement date of August 4, 2025, subject to the executive officer’s continued services with us.
(4)The equity award covers the option to purchase 100,000 shares that vests as to 1/4th of the shares on the first anniversary of September 22, 2021 and 1/48th of the shares upon completion of each month of continuous service thereafter, subject to the executive officer’s continued service with us (the “Specified Time-Based Option Award”). With respect to performance-based awards previously granted to Mr. Soistman under the Inducement Plan consisting of performance-based restricted stock units covering 70,000 shares and performance-based option to purchase 100,000 shares, with vesting based on both specified service requirements and achievement of stock price goals achieved on or prior to November 2, 2025 and October 6, 2025, respectively (the “Inducement Performance Awards”), the Compensation Committee and Mr. Soistman agreed to cancel the Inducement Performance Awards after concluding that it was substantially certain that none of the applicable inducement award performance metrics would be satisfied prior to the end of the applicable performance period.
(5)Represents an estimate of the number of shares that may be earned under the Company’s Equity Incentive Program. The equity award covers 125,000 PSUs that vest upon achievement of adjusted EBITDA margin performance goals for the period January 1, 2024 to December 31, 2025. The number
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in the table reflects the 200% maximum because performance was trending at above target. Based upon achievement of the applicable performance criteria, the percentage that becomes eligible to vest would vest on December 31, 2026, subject to the executive officer’s continuing to provide services to us through the vesting date.
(6)The equity award covers 125,000 RSUs that vest as to 1/3rd of the shares in equal annual installments after the vesting commencement date of April 10, 2024, subject to the executive officer’s continued service with us.
(7)The equity award covers 66,540 RSUs that vest as to 1/4th of the shares on the first anniversary of the vesting commencement date of May 10, 2022, and in 12 equal quarterly installments thereafter, subject to the executive officer’s continued service with us.
(8)The equity award covers 20,625 RSUs that vest as to 1/16th of the shares in equal quarterly installments after the vesting commencement date of April 10, 2023, subject to the executive officer’s continued service with us.
(9)Represents an estimate of the number of shares that may be earned under the Company’s Equity Incentive Program. The equity award covers 10,500 PSUs that vest upon achievement of adjusted EBITDA margin performance goals for the period January 1, 2024 to December 31, 2025. The number in the table reflects the 200% maximum because performance was trending at above target. Based upon achievement of the applicable performance criteria, the percentage that becomes eligible to vest would vest on December 31, 2026, subject to the executive officer’s continuing to provide services to us through the vesting date.
(10)The equity award covers 19,500 RSUs that vest in three equal annual installments from the vesting commencement date of April 10, 2024, subject to the executive officer’s continued services with us.
(11)Represents an estimate of the number of shares that may be earned under the Company’s Equity Incentive Program. The equity award covers 26,250 PSUs that vest upon achievement of adjusted EBITDA margin performance goals for the period January 1, 2024 to December 31, 2025. The number in the table reflects the 200% maximum because performance was trending at above target. Based upon achievement of the applicable performance criteria, the percentage that becomes eligible to vest would vest on December 31, 2026, subject to the executive officer’s continuing to provide services to us through the vesting date.
(12)The equity award covers 48,750 RSUs that vest in three equal annual installments from the vesting commencement date of September 10, 2024, subject to the executive officer’s continued services with us.
(13)The equity award covers 31,300 RSUs that vest as to 1/2 of the shares in equal annual installments after the vesting commencement date of December 10, 2024, subject to the executive officer’s continued service with us.
(14)The equity award covers 35,000 RSUs that vest in three equal annual installments from the vesting commencement date of April 24, 2025, subject to the executive officer’s continued services with us.
(15)Represents an estimate of the number of shares that may be earned under the Company’s Equity Incentive Program. The equity covers 35,000 PSUs that vest upon achievement of adjusted EBITDA margin performance goals for the period January 1, 2025 to December 31, 2027. The number in the table reflects the 100% target as based on our estimate of expected performance as of December 31, 2025. Based upon achievement of the applicable performance criteria, the percentage that becomes eligible to vest would vest the last trading day of the calendar month in which the achievement of the performance goal is determined by the Compensation Committee, subject to the executive officer’s continuing to provide services to us through the vesting date.
(16)The equity award covers 150,376 RSUs that vest as to 1/4th of the shares on the first anniversary of the vesting commencement date of September 10, 2022, and in 12 equal quarterly installments thereafter, subject to the executive officer’s continued service with us.
(17)The equity award covers 16,875 RSUs that vest as to 1/16th of the shares in equal quarterly installments after the vesting commencement date of April 10, 2023, subject to the executive officer’s continued service with us.
(18)The equity award covers 75,000 RSUs that vest as to 1/16th of the shares in equal quarterly installments after the vesting commencement date of December 10, 2023, subject to the executive officer’s continued service with us.
(19)Represents an estimate of the number of shares that may be earned under the Company’s Equity Incentive Program. The equity award covers 35,000 PSUs that vest upon achievement of adjusted EBITDA margin performance goals for the period January 1, 2024 to December 31, 2025. The number in the table reflects the 200% maximum because performance was trending at above target. Based upon achievement of the applicable performance criteria, the percentage that becomes eligible to vest would vest on December 31, 2026, subject to the executive officer’s continuing to provide services to us through the vesting date.
2025 Option Exercises and Stock Vested at Fiscal Year-End
The following table sets forth the number of shares acquired and value realized by each of our Named Executive Officers during the year ended December 31, 2025 upon the vesting of stock awards. None of our Named Executive Officers exercised any options during the year ended December 31, 2025.
| Stock Awards | ||||||||||||||
| Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | ||||||||||||
Francis S. Soistman(2) | 102,136 | 688,029 | ||||||||||||
John J. Dolan | 60,191 | 206,469 | ||||||||||||
| Michelle M. Barbeau | 76,212 | 358,906 | ||||||||||||
––––––––––––––
(1)The value realized equals the fair market value of the Company’s common stock on the date of vesting, multiplied by the number of shares of stock that have vested.
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(2)With respect to the Inducement Performance Awards previously granted to Mr. Soistman consisting of performance-based restricted stock units covering 70,000 shares and performance-based option to purchase 100,000 shares, the Compensation Committee and Mr. Soistman agreed to cancel the Inducement Performance Awards after concluding that it was substantially certain that none of the applicable inducement award performance metrics would be satisfied prior to the end of the applicable performance period.
Non-Qualified Deferred Compensation
None of our Named Executive Officers participates in or has account balances in non-qualified defined contribution plans or other deferred compensation plans maintained by us. However, we have adopted a restricted stock unit deferral program that allows our Named Executive Officers to elect to defer settlement of vested restricted stock units.
Employment Agreements, Severance Agreements and Change of Control Arrangements
We have entered into employment or severance agreements with our Named Executive Officers that provide for certain severance benefits upon certain terminations in connection with a change of control and outside of a change of control.
2025 CEO New Hire Package
In connection with Mr. Duke’s appointment as Chief Executive Officer, in July 2025 we entered into an offer letter with Mr. Duke, which documents, among other things, his compensation and employment terms (the “Duke Offer Letter”).
The Duke Offer Letter provides for (i) an annual base salary of $700,000, (ii) a target annual incentive award opportunity equal to 120% of his annual base salary, and (iii) a signing bonus of $600,000, which signing bonus is subject to the terms of a sign-on bonus repayment agreement entered into between us and Mr. Duke, providing for repayment in the event that Mr. Duke’s employment is terminated for cause (as defined in the Duke Severance Agreement described below) or by his resignation without good reason prior to the one-year anniversary of his employment start date, subject to the terms of the Sign-On Bonus Repayment Agreement affixed to the Duke Offer Letter.
The Compensation Committee also approved the grant to Mr. Duke of (i) a time‑based award of 300,000 RSUs, which is subject to vesting in three equal annual installments from the vesting start date (the “Initial RSU Award”) and (ii) a PSU award covering 300,000 shares of the Company’s common stock at target achievement, which award is eligible to vest pursuant to the terms of the Company’s 2025 PSU program, as described below. The vesting of each such equity award is subject to Mr. Duke’s continued service to the Company through the applicable vesting date and each such equity award is subject to potential acceleration of vesting upon certain terminations of employment on the terms set forth in the Duke Severance Agreement, discussed below.
The Compensation Committee, together with the other independent members of our board, spent significant time reviewing Mr. Duke’s compensation package with the Committee’s independent compensation consultant. In approving the final terms of Mr. Duke’s compensation package, the Compensation Committee considered, among other things:
•Mr. Duke’s leadership and transformation journey at Magellan Health, which resulted in significant growth and value creation leading to its acquisition by Centene Corporation;
•Compensation of chief executive officers within eHealth’s peer group, which had recently been updated in connection with fiscal year 2025 compensation decisions (see “—Compensation Overview—Executive Compensation Governance—2025 Peer Group” for more information regarding these peer group updates); and
•Mr. Soistman’s experience as chief executive officer as a reference point for internal consideration.
Based on such considerations, the Compensation Committee and the other independent members of our Board ultimately determined that such a compensation package was necessary to recruit a chief executive officer of Mr. Duke’s caliber, who could effectively execute on strategic goals of the Company while maintaining the confidence of eHealth’s partners, stockholders and other stakeholders. The Compensation Committee, as well as the other independent members of our Board, strongly believe that Mr. Duke’s leadership is necessary to drive sustainable, long-term growth at eHealth.
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Severance Agreement with Mr. Duke
We entered into a severance agreement with Mr. Duke in August 2025 (the “Duke Severance Agreement”). Pursuant to the Duke Severance Agreement, if Mr. Duke’s employment is terminated by the Company or its subsidiaries “without cause” or if he voluntarily resigns for good reason (as such terms are defined in the Duke Severance Agreement), Mr. Duke will be eligible to receive the following severance payments and benefits: (i) a single lump-sum cash payment in an amount equal to the sum of (A) 24 months of his then-current annual base salary, and (B) any earned but unpaid annual bonus with respect to the prior year based on actual performance; (ii) a pro-rated target annual bonus for the year in which termination occurs, provided that if actual performance for the year exceeds target and the date of termination is July 1 or later, then additionally the remainder of his target annual bonus for such year; and (iii) Company-paid group health, dental and vision benefits for Mr. Duke and his covered dependents under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), as amended, for up to 18 months, subject to certain conditions (the “COBRA Severance”); and (iv) (A) 12 months of additional vesting credit in respect of the Initial RSU Award if the qualifying termination is due to a termination of his employment by the Company without cause, or in respect of all outstanding and unvested equity awards subject to time-based vesting if the qualifying termination is due to his resignation for good reason, and (B) full vesting of performance-based equity awards for which the applicable performance metrics have been achieved but remain subject to time-based vesting. In lieu of the above, if Mr. Duke experiences a qualifying termination during the one-year period following a change in control (as such term is defined in the Duke Severance Agreement), then Mr. Duke will instead be eligible to receive the following severance payments and benefits: (i) a single lump-sum cash payment in an amount equal to the sum of (A) 24 months of his then-current annual base salary, (B) 200% of his then-current target annual bonus, and (C) any earned but unpaid annual bonus with respect to the prior year based on actual performance, (ii) the COBRA Severance, and (iii) (A) full vesting of outstanding and unvested equity awards subject to time-based vesting, and (B) full vesting of performance‑based equity awards for which the applicable performance metrics have been achieved but remain subject to time-based vesting. Additionally, if Mr. Duke’s employment terminates due to his death or disability (as defined in the Duke Severance Agreement), he (or his estate, as applicable) will be eligible to receive (i) a pro-rated target annual bonus for the year in which termination occurs based on actual achievement, and (ii) any other earned but unpaid annual bonus for the prior year, based on actual performance. The severance described in this paragraph is subject to Mr. Duke’s timely execution of a standard release of claims in favor of the Company and applicable tax withholdings.
See “Agreements with our Named Executive Officers—General” below for meanings of certain defined terms used in this section.
Severance Agreements with Mr. Dolan and Ms. Barbeau
We entered into a severance agreement with each of Mr. Dolan and Ms. Barbeau. Pursuant to such severance agreements, if the executive is terminated by us without cause or if the executive voluntarily resigns for good reason (as defined in the applicable agreement), the executive will be entitled to receive the following severance payment and benefits: (i) a lump sum cash payment in an amount equal to 12 months of the executive’s then-current annual base salary; and (ii) company-paid COBRA premiums for up to 12 months. In addition, if the executive is terminated by us without cause or if the executive voluntarily resigns for good reason during the 12-month period following a change in control, then the executive will be entitled to receive the following additional severance payment and benefits: (i) a lump sum cash payment in an amount equal to 100% of the executive’s then-current target annual cash bonus; and (ii) 100% vesting of any outstanding and unvested time-based equity awards granted to the executive. The severance agreements with Mr. Dolan and Ms. Barbeau do not provide for severance payments or benefits in the event the executive’s employment is terminated due to death or disability.
See “Agreements with our Named Executive Officers—General” below for meanings of certain defined terms used in this section.
Employment Agreement with Mr. Soistman
We entered into an employment agreement with Mr. Soistman in December 2021 (the “Soistman Employment Agreement”). Under the terms of the Soistman Employment Agreement, if Mr. Soistman’s employment had been terminated by us without cause or if he had voluntarily resigned for good reason (as such terms are defined in the Soistman Employment Agreement), and provided that any such termination occurs during the period beginning with the date that is four months prior to and ending on the date 12 months following a change of control (as such terms are defined in the Soistman Employment Agreement) of the Company, Mr. Soistman would have been entitled to the following severance
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payments and benefits: (i) a lump sum cash payment in an amount equal to 24 months of his then-current annual base salary; (ii) a lump sum cash payment in an amount equal to two times his target cash incentive award for such year; (iii) any other earned but unpaid annual cash incentive award with respect to the prior year, based on actual performance; (iv) company‑paid COBRA premiums for up to 18 months; (v) 100% vesting of any outstanding and unvested time-based equity awards; and (vi) accelerated vesting for any performance-based equity awards that have satisfied a performance goal but for which service-based vesting had not yet been satisfied.
Under the Soistman Employment Agreement, if Mr. Soistman’s employment had been terminated by us without cause or if he had voluntarily resigned for good reason and provided that any such termination occurred other than during the period beginning with the date that is four months prior to and ending on the date 12 months following a change of control, Mr. Soistman would have been entitled to the following severance payments and benefits: (i) a lump sum cash payment in an amount equal to 24 months of his then-current annual base salary; (ii) a lump sum cash payment in an amount equal to his target cash incentive award for such year, on a pro-rated basis (provided that if actual performance for the year exceeds target and the date of termination were July 1 or later, then Mr. Soistman would have been entitled to the remainder of his target cash incentive award for such year, to be paid when bonuses are paid to other executives); (iii) any other earned but unpaid annual cash incentive award with respect to the prior year, based on actual performance; (iv) company‑paid COBRA premiums for up to 18 months, (v) full vesting of the Starting RSU Award (as defined in the Soistman Employment Agreement) and 12 additional months of vesting credit with respect to the Specified Time-Based Option Award and the Specified Time-Based RSU Award (in each case, as defined under “2025 Outstanding Equity Awards at Fiscal Year-End” above), with such vesting being calculated as if the award had been subject to monthly vesting; (vi) in the case of a voluntary resignation for good reason, 12 additional months of vesting credit with respect to other outstanding and unvested time-based awards, with such vesting being calculated as if the award had been subject to monthly vesting; and (vii) accelerated vesting for any performance-based equity awards that have satisfied the applicable performance goal(s), but for which the service-based vesting had not yet been satisfied.
Under the Soistman Employment Agreement, if Mr. Soistman’s employment had been terminated due to death or disability, Mr. Soistman would have been entitled to a lump sum cash payment in an amount equal to (i) his target cash incentive award for such year, on a pro-rated basis, but only to the extent performance goals were actually met and (ii) any other earned but unpaid annual cash incentive award with respect to the prior year, based on actual performance.
Effective September 18, 2025, Mr. Soistman retired from his role as Chief Executive Officer and continue to serve as executive advisor until December 31, 2025. Mr. Soistman did not receive severance benefits in connection with his voluntary resignation, but his Company equity awards will continue to vest, subject to his continued service to us, as further described below under “CEO Transition Letter Agreement with Mr. Soistman.”
CEO Transition Letter Agreement with Mr. Soistman
In connection with Mr. Soistman’s intended retirement, the Company and Mr. Soistman entered into a letter agreement dated as of June 18, 2025 (the “CEO Transition Letter Agreement”), pursuant to which Mr. Soistman agreed to continue serving as chief executive officer and all other roles with its subsidiaries through the earlier of (i) the effective date of the appointment of his successor as chief executive officer or (ii) September 30, 2025 (the “CEO Transition” and such period, the “Additional CEO Period”), and following the CEO Transition, to assume the role of executive advisor until December 31, 2025 to assist with the transition to a new chief executive officer (the “Transition Period”).
As Mr. Soistman had previously notified the Company of his intent to step down as the Company’s chief executive officer by the end of the second quarter of 2025, Mr. Soistman did not receive any annual awards for 2025. In light of such fact, in recognition of the additional services to be provided by Mr. Soistman during the Additional CEO Period and the Transition Period and his knowledge of the Company and its strategic plan, and to assist in enhancing retention, reinforcing leadership stability at the Company and ensuring an efficient leadership transition and the continuity of business operations with minimal disruption during this extended period, on June 18, 2025, the Board approved the grant to Mr. Soistman of (i) in lieu of his annual equity award under the 2025 Annual Bonus Program, a retention cash award in the aggregate amount of $1.0 million, less applicable withholdings, and (ii) in lieu of his annual bonus under the 2025 Annual Bonus Program, an annual performance-based bonus award based on his annual target bonus opportunity under the bonus program as in effect immediately prior to the effectiveness of the CEO Transition, each as further described below.
Pursuant to the CEO Transition Letter Agreement, in consideration of and subject to Mr. Soistman’s continued employment both as chief executive officer of the Company through the Additional CEO Period and as executive advisor of the
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Company through the Transition Period, Mr. Soistman received a cash retention award in the aggregate amount of $1 million, less applicable withholdings, as described above, which was paid on the first Company payroll date occurring in January 2026 (the “Retention Cash Award”).
Additionally, pursuant to the CEO Transition Letter Agreement, Mr. Soistman was eligible to receive a cash bonus earned in respect of services provided by Mr. Soistman in 2025 including during both the Additional CEO Period and the Transition Period, the amount of which was based on his annual target bonus opportunity under the bonus program as in effect immediately prior to the effectiveness of the CEO Transition (the “Annual Bonus Award”). The ultimate amount payable in respect of the Annual Bonus Award was determined by the Compensation Committee of the Board in substantially the same manner the Compensation Committee would consider the relevant performance metrics set under the 2025 Annual Bonus Program, and was paid in March 2026, subject to his continued status as a Service Provider (as such term is defined in the 2024 Equity Plan) through the payment date. Mr. Soistman was ineligible to receive a separate annual equity award or cash bonus award under the 2025 Annual Bonus Program.
The CEO Transition Letter Agreement further provided that, during the Additional CEO Period and the Transition Period, Mr. Soistman would remain an employee of the Company and continue to receive his base salary, as in effect as of immediately prior to the Transition Period. In addition, subject to Mr. Soistman’s continued employment, during the Additional CEO Period and the Transition Period, Mr. Soistman was eligible to continue to participate in accordance with the terms of all Company employee benefit plans, policies and arrangements that were applicable to other executive officers of the Company, as then in effect.
Pursuant to their terms, Mr. Soistman’s Company equity awards will continue to vest, subject to his continuing to provide Service (as defined in the 2014 Equity Plan or 2021 Inducement Plan, as applicable) through the applicable vesting dates. Mr. Soistman acknowledged and agreed that the termination of his employment as chief executive officer pursuant to the CEO Transition Letter Agreement would not entitle him to severance benefits under his existing employment agreement with the Company or otherwise.
Agreements with our Named Executive Officers—General
Eligibility for the severance payments and benefits described above is conditioned upon the execution by the Named Executive Officer, and effectiveness within a specified period of time following termination, of a general release of claims in favor of the Company.
Any severance payments to which one of our Named Executive Officers is entitled will be paid by us on such date as necessary to avoid the imposition of additional taxes under Section 409A of the Code. We are not obligated to pay our Named Executive Officers a gross-up for taxation on their severance benefits. We have not entered into employment agreements with any of the Named Executive Officers that specify a fixed term of employment. The employment of each Named Executive Officer with us is “at will.”
For purposes of the agreements with our Named Executive Officers, “cause” generally means: (i) the executive’s commission of any act of fraud, embezzlement or dishonesty; (ii) the executive’s conviction of, or plea of nolo contendere to, a felony under the laws of the United States or any state thereof; (iii) the executive’s continued failure to perform lawfully assigned duties for 30 days after receiving written notification from the Company; (iv) the executive’s unauthorized use or disclosure of confidential information or trade secrets of the Company; or (v) any other intentional misconduct by the executive that adversely affects the business of the Company in a material manner.
For purposes of the agreements with our Named Executive Officers, “change of control” or “change in control” generally means the occurrence of any of the following, in one or a series of related transactions: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities; (ii) the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (iii) the consummation of the sale, lease or other disposition by the Company of all or substantially all the Company’s assets.
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For purposes of the agreements with our Named Executive Officers, “good reason” generally means that the executive resigns his or her employment within 120 days after any of the following is undertaken by the Company (or its acquirer) without the executive’s express written consent: (i) a reduction in the executive’s title; (ii) a material reduction of the executive’s duties, authority or responsibilities; or (iii) any material reduction of the executive’s base salary or potential bonus (subject to certain exceptions); provided, however, that “good reason” shall not exist unless the executive has provided written notice to the Board of the purported grounds for the “good reason” within 90 days of its initial existence and the Company has been provided at least 30 days to remedy the condition.
Treatment of Performance-Based Awards in the Event of a Change in Control
The terms of our performance-based equity awards, including those granted to our Named Executive Officers, generally provide for acceleration in the event that the executive is terminated without cause and/or if the executive voluntarily resigns for good reason during the one-year period following a Change in Control (as defined in the 2014 Equity Plan, the 2021 Inducement Plan and 2024 Equity Plan, as applicable). The portion of the award (if any) eligible for such acceleration may vary depending on the nature of the relevant performance goal and/or the extent to which the goal was met at the time of the Change in Control.
Equity Incentive Plans
Under the 2014 Equity Plan, the 2021 Inducement Plan and the 2024 Equity Plan, the Board or its Compensation Committee, as administrators of the plan, has the authority to provide for accelerated vesting of the shares of common stock subject to outstanding options and restricted stock units held by our Named Executive Officers and any other person in connection with a Change in Control (as defined in the 2014 Equity Plan, 2021 Inducement Plan and the 2024 Equity Plan). In addition, outstanding equity awards granted to our non-employee directors become fully vested upon a Change in Control.
For purposes of our 2014 Equity Plan, 2021 Inducement Plan and the 2024 Equity Plan, “Change in Control” generally means any of the following: (a) a merger, consolidation, or other corporate reorganization, if persons who were not stockholders of the Company own immediately after such transaction 50% or more of the voting power of the outstanding securities of each of (x) the continuing or surviving entity and (y) any direct or indirect parent corporation of such continuing or surviving entity; (b) the sale, transfer or other disposition of all or substantially all of the Company’s assets; (c) a change in the effective control of the Company whereby a majority of Board members is replaced during any twelve month period by directors whose appointment is not endorsed by a majority of the members of the Board prior to the date of the appointment or election; or (d) a transaction as a result of which any person is the beneficial owner of Company securities representing at least 50% of the total voting power represented by the Company’s then outstanding voting securities.
Potential Payments and Benefits Upon Termination of Employment or Change in Control
As described above, we have entered into employment or severance agreements with our Named Executive Officers that provide for certain severance benefits upon certain terminations in connection with a change of control and outside of a change of control. The following table provides estimates of payments and benefits that each Named Executive Officer would have been entitled to upon termination at December 31, 2025. Mr. Soistman voluntarily resigned as Chief Executive Officer effective September 18, 2025, and as a result, was not eligible to receive any severance benefits.
In accordance with Securities and Exchange Commission rules, the potential payments were determined under the terms of the Company’s contracts, agreements, plans and arrangements as in effect on December 31, 2025. The tables do not include any previously vested equity awards or accrued benefits. Because the payments to be made to a Named Executive Officer depend on several factors, the actual amounts to be paid out upon a triggering event can only be determined at the time of the triggering event. Please refer to the descriptions of the employment or severance agreements with our Named Executive Officers above for explanations of payment and benefit levels, and descriptions of circumstances that trigger payments and benefits as of such date.
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| Termination Due to Death or Disability ($) | Termination Without Cause or Resignation for Good Reason ($) | Termination Without Cause or Resignation for Good Reason in Connection with a Change of Control ($) | |||||||||||||||
| Derrick A. Duke | |||||||||||||||||
Cash Payments(1) | 414,247 | 1,814,247 | 3,080,000 | ||||||||||||||
Value of Accelerated Vesting(2) | — | 460,000 | 1,380,000 | ||||||||||||||
Health Insurance Benefits(3) | — | 38,123 | 38,123 | ||||||||||||||
| Total | — | 2,312,370 | 4,498,123 | ||||||||||||||
| John J. Dolan | |||||||||||||||||
Cash Payments(1) | — | 440,000 | 770,000 | ||||||||||||||
Value of Accelerated Vesting(2) | — | 854,234 | |||||||||||||||
Health Insurance Benefits(3) | — | 37,618 | 37,618 | ||||||||||||||
| Total | — | 477,618 | 1,661,852 | ||||||||||||||
| Michelle M. Barbeau | |||||||||||||||||
Cash Payments(1) | — | 430,000 | 752,500 | ||||||||||||||
Value of Accelerated Vesting(2) | — | — | 1,047,305 | ||||||||||||||
Health Insurance Benefits(3) | — | 37,618 | 37,618 | ||||||||||||||
| Total | — | 467,618 | 1,837,423 | ||||||||||||||
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(1)Includes cash severance payments calculated based on base salary and target annual cash bonus in effect on December 31, 2025 (and for Mr. Duke, assuming 120% performance achievement of bonus plan goals for purposes of determining pro rata bonus achievement in the event of his death or qualifying termination other than in connection with a change in control, which is the actual level of achievement under the 2025 Annual Bonus Program).
(2)The value realized upon the accelerated vesting of RSUs and PSUs is calculated by multiplying the number of RSUs or PSUs, as applicable, subject to accelerated vesting by the closing market price of the shares on December 31, 2025. The closing market price of the shares on December 31, 2025 was $4.60. None of Messrs. Duke and Dolan nor Ms. Barbeau hold outstanding stock options.
(3)Represents the estimated cost to the Company of continuing health insurance premiums.
Pay Versus Performance
In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officers (“PEOs”) and our non-PEO named executive officers (“Non-PEO NEOs”) and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance below in making its pay decisions for any of the years shown.
| Year | Summary Compensation Table Total for Mr. Duke ($)(1) | Summary Compensation Table Total for Mr. Soistman ($)(1) | Compensation Actually Paid to Mr. Duke ($)(1)(2)(3) | Compensation Actually Paid to Mr. Soistman ($)(1)(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2)(3) | Value of Initial Fixed $100 Investment based on Company Total Shareholder Return(4) ($) | Net Income (Loss) ($ Millions) | ||||||||||||||||||||||||||||||||||||||||||
| 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
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(1)Francis S. Soistman was our PEO for all of 2023 until September 18, 2025. Derrick A. Duke was our PEO starting on September 18, 2025. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
| Year | Non-PEO NEOs | |||||||||||||
| 2025 | John J. Dolan | Michelle M. Barbeau | ||||||||||||
| 2024 | Gavin G. Galimi | Michelle M. Barbeau | ||||||||||||
| 2023 | John J. Stelben | Roman V. Rariy | Gavin G. Galimi | |||||||||||
(2)The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s PEOs and Non-PEO NEOs. Instead, these amounts reflect amounts shown in the Summary Compensation Table with certain adjustments as described in footnote 3 below.
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(3)Compensation Actually Paid reflects the exclusion and inclusion of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column below are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.
Year 2025 | Summary Compensation Table Total Amount ($) | Exclusion of Stock Awards and Option Awards ($) | Inclusion of Equity Values ($) | Compensation Actually Paid ($) | ||||||||||||||||||||||
Mr. Duke | ( | |||||||||||||||||||||||||
Mr. Soistman | ( | |||||||||||||||||||||||||
Non-PEO NEOs | ( | ( | ||||||||||||||||||||||||
The amounts in the Inclusion of Equity Values columns in the tables above (or in the case of the Non-PEO NEOs, the Average Inclusion of Equity Values column) are derived from the amounts set forth in the following tables:
Year 2025 | Year-End Fair Value of Equity Awards Granted During Year that Remained Outstanding and Unvested as of Last Day of Year ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Outstanding and Unvested Equity Awards ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested during Year ($) | Fair Value as of Last Day of Prior Year of Equity Awards Forfeited During Year ($) | Total - Inclusion of Equity Values ($) | ||||||||||||||||||||||||||||||||
Mr. Duke | ||||||||||||||||||||||||||||||||||||||
Mr. Soistman | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
Non-PEO NEOs | ( | ( | ( | |||||||||||||||||||||||||||||||||||
(4)The value assumes $100 was invested for the period starting December 31, 2022, through the end of the listed year in the Company. Historical stock performance is not necessarily indicative of future stock performance.
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return and Peer Group Total Shareholder Return
The following chart sets forth the relationship between Compensation Actually Paid to our PEO and the average of Compensation Actually Paid to our Non-PEO NEOs, and the cumulative TSRs for the Company over the three most recently completed fiscal years.
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Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
The following chart sets forth the relationship between Compensation Actually Paid to our PEO and the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the three most recently completed fiscal years.
Equity Compensation Plan Information
Securities Authorized for Issuance Under Equity Compensation Plan
The following table sets forth information regarding outstanding options and shares reserved for future issuance under our equity compensation plans as of December 31, 2025:
| Plan Category | Number of securities to be issued upon exercise of outstanding options and rights (a) | Weighted-average exercise price of outstanding options (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | |||||||||||||||||
Equity compensation plans approved by security holders(1) | 2,841,208 | $ | — | 1,676,453(2) | ||||||||||||||||
Equity compensation plans not approved by security holders(3) | 985,825 | 41.03 | 67,552(4) | |||||||||||||||||
| Total | 3,827,033 | $ | 41.03 | 1,744,005 | ||||||||||||||||
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(1)Consists of the 2014 Equity Plan, 2024 Equity Plan and 2020 Employee Stock Purchase Plan, and excludes the 2021 Inducement Plan.
(2)A total of 1,000,000 shares of common stock are authorized and reserved for issuance under the 2020 Employee Stock Purchase Plan and a total of 3,150,000 shares of common stock are authorized and reserved for issuance under the 2024 Equity Plan.
(3)Consists of the 2021 Inducement Plan, which was adopted in September 2021 and allows for the grant of equity compensation awards to individuals as an incentive for them to become employees of the Company. The 2021 Inducement Plan allows the grant of stock options, stock appreciation rights, restricted stock awards and restricted stock units. The exercise price of any stock options and stock appreciation rights must be at least 100% of the fair market value of the covered shares as of the grant date. Our Compensation Committee administers the 2021 Inducement Plan, including (but not limited to) the authority to determine the individuals who will receive awards, the amount of the awards, and the terms and conditions of the awards (including any performance goals or other vesting requirements), subject to the terms of the 2021 Inducement Plan.
(4)A total of 2,410,000 shares of our common stock have been authorized and reserved for issuance under the 2021 Inducement Plan.
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OTHER COMPANY PROPOSAL
Proposal 4: Vote to Approve an Amendment and Restatement of Our Amended and Restated 2024 Equity Incentive Plan
Overview
We are seeking stockholder approval to amend and restate our Amended and Restated 2024 Equity Incentive Plan (the “2024 Equity Plan”) to increase the maximum number of shares of common stock that may be issued thereunder by 1,300,000 shares (the 2024 Equity Plan, as amended and restated, the “2024 Amended Equity Plan”).
Our Board has determined that it is in the best interests of the Company and its stockholders to approve the 2024 Amended Equity Plan. In April 2026, our Board approved the 2024 Amended Equity Plan, subject to approval from our stockholders at our Annual Meeting.
If our stockholders approve the 2024 Amended Equity Plan, the 2024 Amended Equity Plan will amend and restate the current version of the 2024 Equity Plan and will otherwise continue in effect through the current term of the 2024 Equity Plan (April 2034) unless earlier terminated by our Board. If the stockholders do not approve this Proposal 4, the 2024 Amended Equity Plan will not become effective, and the 2024 Equity Plan will continue in its current form through its current term, without the 1,300,000 additional shares becoming available for issuance under the 2024 Equity Plan, which may be insufficient for our needs.
The Board believes that adopting the 2024 Amended Equity Plan is in the best interests of the Company and its stockholders because it will permit the Company to continue to provide equity-based incentive awards (including performance-based awards) to promote the continued success of the Company by aligning the interests of the plan participants with those of the Company’s stockholders, and enable the Company to continue to recruit, retain and motivate key employees, executive officers, consultants and directors of the Company and its affiliates.
Our executive officers and directors have an interest in the 2024 Amended Equity Plan because they are eligible to receive equity awards thereunder.
A description of the terms of the 2024 Amended Equity Plan is set forth below and a copy is attached as Appendix B to this Proxy Statement.
Required Vote and Board Recommendation
Approval of Proposal 4 requires the affirmative vote of a majority of the votes cast affirmatively or negatively at the Annual Meeting in person or by proxy. Abstentions and broker non-votes will have no effect on the outcome of this proposal.
As further discussed below, stockholders are being asked to approve the 2024 Amended Equity Plan to increase the share reserve by an additional 1,300,000 shares because we believe that the approval of the 2024 Amended Equity Plan is essential to our continued success and ability to compete for the talent in the highly competitive labor markets in which we operate. Our employees are one of our most valuable assets. Equity incentive awards such as those provided under the 2024 Equity Plan are vital to our ability to attract and retain outstanding and highly skilled individuals. Such awards are also crucial to our ability to motivate employees to achieve our goals.
ü | The Board recommends a vote “FOR” the approval of an amendment and restatement of the Amended and Restated 2024 Equity Incentive Plan. | ||||||||||||||||
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Purpose
The primary purpose of the 2024 Amended Equity Plan is to ensure that the Company will have a sufficient reserve of common stock thereunder to continue to grant equity awards to employees, directors and consultants. We have historically provided stock options and restricted stock units as an incentive to our employees, directors and consultants to promote increased stockholder value.
Our Board and management believe that equity compensation is one of the primary ways to attract and retain key personnel responsible for the continued development and growth of our business, and to motivate all employees to increase stockholder value. In addition, equity compensation is considered a critical component of total compensation in the insurance technology and healthcare technology industries in which we compete. Without the approval of this Proposal 4, our ability to continue providing competitive equity incentives to existing employees or to attract new employees in our competitive market through the issuance of additional equity awards would be materially constrained, and we would be forced to use more of our cash resources for compensation purposes. This could ultimately result in the loss of critical talent and inhibit our ability to meet our future strategic objectives.
Our Board believes that the Company must offer a competitive equity incentive program if it is to continue to successfully attract and retain the best possible candidates for positions of substantial responsibility within the Company. Our Board believes that the 2024 Amended Equity Plan is an important factor in attracting, retaining and rewarding high caliber employees who are essential to our success and in providing incentives to these individuals to promote the success of the Company.
If our stockholders approve the 2024 Amended Equity Plan, the maximum number of shares that may be issued under the 2024 Amended Equity Plan will be (a)(i) 4,150,000 shares of our common stock, plus (ii)(A) any shares that, as of immediately prior to the termination or expiration of our 2014 Equity Plan have been reserved but not issued pursuant to any awards granted under the 2014 Equity Plan and are not subject to any awards granted thereunder, plus (B) any shares subject to awards granted under the 2014 Equity Plan that, after the 2014 Equity Plan is terminated or expired, expire or otherwise terminate without having been exercised or issued in full or are forfeited to or repurchased by the Company due to failure to vest, with the maximum number of shares to be added to the 2024 Amended Equity Plan pursuant to clause (ii) above equal to 300,000 shares. Please see below for information regarding outstanding equity awards and overhang as of the Record Date.
Reasons for Seeking Stockholder Approval
We believe the following are important considerations for stockholders in determining whether to approve the 2024 Amended Equity Plan:
• Equity awards are essential to talent acquisition and retention
We are an ecommerce company and must compete for talent against other internet and technology companies. In order for us to attract and retain talent of the caliber we require, it is essential that we award equity compensation competitively as compared to these competitor companies. Equity awards are a foundational component of total compensation not only for our Named Executive Officers, but also for our general employee population. We have relied on the use of employee equity awards to attract, reward and motivate our employees and to tie their financial interests to those of our stockholders. We currently maintain our 2021 Inducement Plan in addition to the 2024 Equity Plan, which is limited to grants made as a material inducement for new employment (or reemployment after a bona fide period of non-employment) with the Company. Therefore, although our 2021 Inducement Plan assists in our efforts to grant new hire awards that may attract talent to the Company, it is not sufficient for all of our equity compensation needs. If stockholders do not approve the 2024 Amended Equity Plan, we will not be able to grant equity awards to continuing employees, consultants and non-employee members of our Board, and as a result, we will need to shift our compensation structure away from equity and increase cash compensation to maintain competitive compensation packages. Any resultant turnover in our experienced talent could threaten our ability to meet our objectives in the future.
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• Management has made considerable efforts to maintain a disciplined approach to equity utilization and burn rate management, despite executive turnover in recent years
We have historically operated as a healthcare technology company headquartered in Silicon Valley and have in the past competed for employees with companies in Silicon Valley in the Internet, software and services industries, which tend to have put a greater emphasis on equity compensation. Our Compensation Committee and our Board regularly review our gross burn rate and net burn rate in evaluating equity usage.
In recent years, we have gradually shifted our focus away from the Silicon Valley labor market. In the third quarter of 2022, we adopted a remote first workplace model in the United States, meaning that, except for those employees whose job responsibilities require in-office work, employees are not required to work at the office. In January 2024, we moved our corporate headquarters from Santa Clara, California, to Austin, Texas, and in February 2026, moved our corporate headquarters to Indianapolis, Indiana. In June 2024, the Compensation Committee also removed non-U.S. employees from the eligible pool to solely utilize our equity incentive program for the U.S. employees, consultants and non-employee directors. In addition, during 2024 and 2025, the Compensation Committee generally reduced RSU award ranges for certain employee levels.
Notwithstanding these efforts, our gross burn rates for 2025, 2024, and 2023 were adversely impacted by equity awards granted to executive officers who subsequently terminated employment during the three-year period, as well as by equity awards granted to newly hired and promoted executive officers. We promoted each of our current Chief Financial Officer and Chief Revenue Officer in 2024 and appointed a new Chief Executive Officer in 2025. In addition, following the former Chief Executive Officer’s announcement of his planned retirement, we provided retention awards to our then-current executive officers in 2024 to incentivize and retain key executives and to to support the transition to a new Chief Executive Officer.
Despite the large number of equity awards needed to recruit and retain this new and existing executive talent, we have managed our overall burn rate generally consistent with those of our peer group discussed in the Compensation Overview section of this Proxy Statement. After reflecting equity awards cancelled and returned to the equity incentive plans, our net burn rate in 2025 was in line with our historical levels.
Our Gross Burn Rate(1) vs. Net Burn Rate(2)
(shares in thousands)
| 2025 | 2024 | 2023 | |||||||||||||||
| Full-Value Shares (FVS) Granted | 1,924 | 2,285 | 2,750 | ||||||||||||||
| Weighted Average Common Shares Outstanding | 30,484 | 29,335 | 28,016 | ||||||||||||||
| Gross Burn Rate | 6.3 | % | 7.8 | % | 9.8 | % | |||||||||||
| Less Cancelled/Forfeited Grants | |||||||||||||||||
| Cancelled/Forfeited Options | 113 | 5 | 8 | ||||||||||||||
| Cancelled/Forfeited FVS | 226 | 607 | 387 | ||||||||||||||
| Net Options Granted | (113) | (5) | (8) | ||||||||||||||
| Net FVS Granted | 1,698 | 1,678 | 2,363 | ||||||||||||||
| Weighted Average Common Shares Outstanding | 30,484 | 29,335 | 28,016 | ||||||||||||||
| Net Burn Rate | 5.2 | % | 5.7 | % | 8.4% | ||||||||||||
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(1) Gross burn rate is calculated by dividing the number of shares subject to awards granted during the year by the weighted average number of shares outstanding during the year.
(2) Net burn rate reflects equity awards granted during the fiscal year less equity awards cancelled and returned to the plan (net equity grants), divided by the weighted average number of shares outstanding.
In fiscal year 2025, we also reduced both the equity burn rates and total stock-based compensation despite achieving significant revenue and profitability growth compared to fiscal year 2024. Our 2025 total stock-based compensation was $15.0 million, compared to $19.9 million and $23.2 million in 2024 and 2023, respectively.
We believe our equity usage reflects a balanced approach to talent acquisition and retention while remaining mindful of stockholder dilution, and that our year-over-year decline in burn rates demonstrates disciplined equity usage aligned with long‑term stockholder interests. We remain committed to effectively rewarding, incentivizing and retaining our employees
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with a competitive equity compensation program while appropriately managing stockholder dilution. The Compensation Committee and management continue to apply a disciplined approach to our overall compensation expense and the number of grant recipients in future years. The Compensation Committee continues to monitor and make adjustments to our equity compensation program to promote a more sustainable and disciplined equity usage over time.
• Our equity burn rate is in line with the burn rates of our peer group companies discussed in the Compensation Overview section of this Proxy Statement
As discussed above, we have historically operated as a healthcare technology company headquartered in Silicon Valley and have in the past competed for talent with companies in the internet, software and services industries in the Silicon Valley labor market, where equity compensation typically represents a more significant component of total compensation. In prior evaluations of the Company’s equity plan, eHealth was compared to a set of peer group companies primarily defined by its GICS industry classification, which generally included regional financial services companies. These companies typically do not compete for the same talent pool as eHealth and are subject to different compensation practices, often providing equity-based compensation only to a limited number of senior executives. As a result, these companies tend to exhibit materially different equity usage and burn rate profiles. We believe these companies are not reflective of eHealth’s competitive labor market, and comparisons to such companies do not provide a meaningful benchmark for evaluating our equity practice.
In contrast, healthcare technology and insuretech companies with which eHealth competes for talent generally grant equity compensation to a substantially broader base of employees. Although we have increasingly competed for talent more at a national level as a remote employer in recent years, management believes that, in order to attract and retain highly qualified employees, it is essential that we award equity compensation at a level that allows us to compete with healthcare, insurance and technology peer companies.
Accordingly, for purposes of evaluating equity usage, dilution, and burn rates in connection with the 2024 Amended Equity Plan, the Company compares its equity grant practices to the peer group identified in this Proxy Statement, which management believes more appropriately reflects the Company’s competitive labor market.
The Compensation Committee reviewed, with the assistance of the Company’s independent compensation consultant, Aon, the Company’s 2025 gross and net burn rates, as well as its three-year average gross and net burn rates, relative to the peer group,(1) including comparison to the peer 75th percentile. We believe our equity burn rates fall within a reasonable range, particularly given recent senior leadership transitions, and reflect a balanced approach to talent retention and stockholder dilution.
| 2025 | 2023-2025 Average | ||||||||||||||||||||||
| eHealth | > Peer Group 75th Percentile | eHealth | > Peer Group 75th Percentile | ||||||||||||||||||||
| Gross Burn Rate | 6.3% | 6.4% | 8.0% | 6.6% | |||||||||||||||||||
| Net Burn Rate | 5.2% | 4.7% | 6.4% | 4.3% | |||||||||||||||||||
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(1) For peer group companies with all three years of data, the average reflects a three-year average; for peer group companies that were acquired in 2025, the average reflects a two-year average; and peer group companies with only 2024 data are not included, as an average is not available or applicable.
•The proposed increase is designed to minimize the dilutive impact on equity overhang while continuing to support our equity compensation program
We recognize that stock awards dilute existing stockholders. The Compensation Committee regularly reviews our long-term incentive compensation program to balance our employee compensation objectives with our stockholders’ interest in limiting dilution from equity awards. Equity awards continue to be an important component of our compensation program, as they play a critical role in allowing us to both attract and retain employees necessary to execute our strategy.
The Compensation Committee is aware that our equity overhang in the past may be high relative to others in the market. Our historic compensation programs relied heavily on stock options, which typically remain outstanding and are included in overhang calculations for a longer time period than RSUs.
The Company is requesting a smaller share increase to limit dilution and provide stockholders with more frequent opportunities to evaluate equity usage and dilution. The additional 1,300,000 shares represent approximately 4.1% of the
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Company’s fully diluted shares outstanding, reflecting our efforts to maintain a disciplined approach our equity program. The proposed share increase represents a measured, incremental authorization, rather than a larger multi‑year or expansive increase, while appropriately balancing the Company’s need to retain and motivate executives and other key employees through equity compensation program. Management believes such additional shares will be sufficient for our equity award usage through our 2027 annual equity grant cycle, based on historical usage, projected cancellations and forfeitures, and ongoing discipline around equity utilization.
The table below shows the equity overhang as of the date specified below:
| Equity Overhang | As of Record Date | ||||
Number of awards outstanding under all of our equity incentive plans(1) | 3,005,576 | ||||
Total shares available for future grants under all of our equity incentive plans(2) | 1,953,196 | ||||
Total common stock outstanding | 31,532,924 | ||||
Equity overhang(3) | 15.7 | % | |||
Additional shares requested under the Amended and Restated 2024 Equity Plan | 1,300,000 | ||||
Equity overhang after stockholder approval(3) | 19.8 | % | |||
| Dilutive Impact | 4.1 | % | |||
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(1)As of the record date, we had 100,000 stock options outstanding with a weighted‑average exercise price of $41.03 and a weighted‑average remaining term of 2.46 years, 2,083,326 RSUs outstanding, and 822,250 PSUs outstanding (assuming target‑level performance) under our equity incentive plans, including our 2021 Inducement Plan and 2024 Equity Plan.
(2)Shares remaining available for issuance reflect shares available for future awards under our 2024 Equity Plan and 2021 Inducement Plan, and are calculated assuming PSUs are counted against the share reserve at target levels. No additional shares remain available for future awards under our 2014 Equity Plan.
(3)For this purpose, we calculated “equity overhang” as the sum of (i) the number of awards outstanding (assuming target‑level payouts for performance‑based stock units) and (ii) shares available for future grant under our equity incentive plans (assuming performance‑based stock units are counted against the share reserve at target levels), divided by the total number of shares of our common stock outstanding as of the applicable date.
• We are Committed to Sound Equity Grant Practices
The 2024 Amended Equity Plan, consistent with the 2024 Equity Plan, includes provisions that protect the interests of stockholders and reflect sound corporate governance practices. Certain of these features as well as our equity grant practices are highlighted below, and are more fully described in the summary of the 2024 Amended Equity Plan further below in this proposal.
| What We Do | What We Don’t Do | |||||||||||||
| ü | Minimum Vesting Periods | x | No Evergreen | |||||||||||
| ü | Limit on Non-Employee Director Compensation | x | No Repricing or Exchange of Awards | |||||||||||
| ü | Administered by an Independent Committee | x | No Discounted Options | |||||||||||
| ü | Awards May Be Subject to Clawback | x | No Dividend Payments on Unvested Awards | |||||||||||
| ü | A Significant Portion of our Executive Equity Program is Performance-Based | x | No Dividend on Unexercised Options | |||||||||||
| ü | Regular Review of Equity Utilization, Dilution and Cost | x | No Automatic Vesting of Awards in a Change in Control for Employees and Consultants | |||||||||||
• We are Committed to Executing on Our Strategic Priorities and Achieving Sustainable Profitable Growth
We are committed to achieving our strategic vision and priorities, including achieving sustainable profitable growth. The use of equity awards has assisted us and will continue to assist us in ensuring that our executives are focused on long-term value creation for our stockholders and in enabling us to attract and retain the talent needed to execute on our strategic priorities, including pursing deliberate revenue diversification, enhancing consumer retention, advancing our AI and digital
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technology leadership, and managing our cash flow. We believe that the approval of the 2024 Amended Equity Plan as described in this proposal is instrumental to our ongoing success and our ability to provide increased value to our stockholders.
Considerations of the Board in Making its Recommendation
After the consideration and input of our Compensation Committee, the Board approved the 2024 Amended Equity Plan (subject to approval by our stockholders), which provides for the reservation of an additional 1,300,000 shares of common stock under the 2024 Equity Plan. In approving this amendment, the Board intentionally elected to request a smaller, incremental increase in available shares rather than a larger, multi‑year share authorization. This approach is designed to provide stockholders with more frequent opportunities to evaluate and opine on the Company’s equity usage practices and the resulting impact on dilution. The additional 1,300,000 shares represent approximately 4.1% of the Company’s fully diluted shares outstanding, which the Board believes is a reasonable and measured increase. These additional shares are intended to provide the Board and the Compensation Committee with continued flexibility to grant equity awards while maintaining disciplined equity management and strong stockholder oversight.
Our Board and management believe that granting equity awards motivates higher levels of performance, aligns the interests of employees and stockholders by giving employees the perspective of owners with equity stakes in the Company, and provides an effective means of recognizing employee contributions to our success. Our Board and management also believe that equity awards are of great value in recruiting and retaining highly qualified technical and other key personnel who are in great demand, as well as rewarding and encouraging current employees and other service providers. Finally, our Board and management believe that the ability to continue to grant equity awards will be important to our future success by helping us to accomplish these objectives.
Given the stock volatility, the Compensation Committee has postponed the 2026 equity award while evaluating our equity incentive program. If our stockholders approve the 2024 Amended Equity Plan, we currently anticipate that the shares available under the 2024 Amended Equity Plan will be sufficient to meet our expected needs through the grant of our 2027 annual equity awards. We anticipate that we will be requesting additional shares under the 2024 Amended Equity Plan at our 2027 annual meeting of stockholders. However, future circumstances and business needs may dictate a different result. In determining the number of shares to be added to the 2024 Equity Plan, our Compensation Committee and our Board also considered the following:
•Peer Group/Market Practices. Our Compensation Committee considered our compensation peer group and market practices.
•Remaining Competitive by Attracting/Retaining Talent. As discussed above, our Compensation Committee and our Board considered the importance of an adequate pool of shares to attract, retain and reward our high-performing employees, especially since we compete with many insurance and health technology companies for a limited pool of talent.
•Historical Grant Practices. Our Compensation Committee and our Board considered the historical amounts of equity awards that we have granted in the past three years. The Compensation Committee continues to monitor and make adjustments to our equity compensation program to move towards a more sustainable and disciplined equity compensation program.
The table below shows the total number of equity awards granted during the fiscal year specified below:
| 2025 | 2024 | 2023 | |||||||||
| Equity Compensation Plans approved by the Stockholders | |||||||||||
| 2014 Equity Plan (Expired) | 0 | 1,836,018 | 1,912,822 | ||||||||
| 2024 Equity Plan | 1,255,461 | 410,145 | N/A | ||||||||
| Plan Not approved by the Stockholders | |||||||||||
| 2021 Inducement Plan | 668,500 | 39,000 | 837,564 | ||||||||
| Total Awards Granted | 1,923,961 | 2,285,163 | 2,750,386 | ||||||||
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•Awards Outstanding Under Existing Grants and Dilutive Impact. Our Compensation Committee and our Board considered currently outstanding equity awards and the dilutive impact of such awards and forecasted grants.
•Forecasted Grants. As discussed above, our Compensation Committee and our Board anticipate that the proposed increase to the share reserve, based on projected share utilization, will be sufficient for our equity award usage through our 2027 annual equity awards. In determining the projected share increase, our Compensation Committee and our Board considered a forecast that included the following factors: (i) the number unissued shares remaining under the 2024 Equity Plan as of April 20, 2026, prior to the date of the action by our Board to approve the 2024 Amended Equity Plan; and (ii) the estimated cancellations and forfeitures returned back to the 2024 Equity Plan. Based on these projections, we expect to request additional shares under the 2024 Amended Equity Plan at our 2027 annual meeting of stockholders.
•Burn rates of the Company and Burn Rates Compared to Peers. As discussed above, our Compensation Committee and our Board considered our gross burn rate and net burn rate and evaluated our burn rate in comparison with the burn rates of the peer group that we identify in this Proxy Statement.
Number of 2025 Awards Granted to Employees, Consultants and Directors
The number of awards that an employee, director or consultant may receive under the 2024 Amended Equity Plan is in the discretion of the Administrator and therefore cannot be determined in advance. The following table sets forth (i) the aggregate number of shares of our common stock subject to RSUs (in the case of PSUs, at target levels) granted under the 2024 Equity Plan and the 2021 Inducement Plan to our Named Executive Officers and the below-listed groups during the fiscal year 2025 (no other types of awards were granted to such individuals during the last fiscal year), (ii) the average per share exercise price of such options, and (iii) the dollar value of such restricted stock units based on their aggregate grant date fair value determined under FASB ASC Topic 718.
| Name of Individual or Group | Number Award Granted Under the 2021 Inducement Plan | Number Award Granted Under the 2024 Equity Plan | Dollar Value of 2025 Equity Awards(1) ($) | |||||||||||||||||
Derrick A. Duke | 600,000 | — | 1,956,000 | |||||||||||||||||
Chief Executive Officer | ||||||||||||||||||||
| Francis S. Soistman | — | — | — | |||||||||||||||||
Former Chief Executive Officer | ||||||||||||||||||||
John J. Dolan | — | 70,000 | 353,150 | |||||||||||||||||
Chief Financial Officer | ||||||||||||||||||||
| Michelle M. Barbeau | — | 70,000 | 353,150 | |||||||||||||||||
Chief Revenue Officer | ||||||||||||||||||||
| All executive officers, as a group | 600,000 | 200,000 | 2,965,000 | |||||||||||||||||
| All directors who are not executive officers, as a group | — | 280,610 | 1,131,172 | |||||||||||||||||
| All employees and consultants who are not executive officers, as a group | 68,500 | 774,851 | 5,023,775 | |||||||||||||||||
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(1)Reflects the aggregate grant date fair value of the equity awards computed in accordance with FASB ASC Topic 718.
Summary of the 2024 Amended Equity Plan
The following is a summary of the principal features of the 2024 Amended Equity Plan and its operation. The summary is qualified in its entirety by the full text of the 2024 Amended Equity Plan, which is attached hereto as Appendix B to this Proxy Statement.
Purpose of the 2024 Amended Equity Plan
The purposes of the 2024 Amended Equity Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to employees, directors and consultants who perform services to the Company, and to promote the success of the Company’s business. These incentives are provided through the grant of stock options, restricted stock, restricted stock units, stock appreciation rights, performance units, and performance shares.
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Authorized Shares
Subject to the adjustment provisions contained in the 2024 Equity Plan, at the 2025 annual meeting of stockholders, our stockholders approved the reservation of the following number of shares of our common stock for issuance under the 2024 Equity Plan: (i) 2,850,000 shares, plus (ii)(A) any shares that, as of immediately before the termination or expiration of the 2014 Equity Plan, have been reserved but not issued under any 2014 Equity Plan awards and are not subject to any awards granted under the 2014 Equity Plan, plus (B) any shares subject to awards granted under the 2014 Equity Plan that, after 2014 Equity Plan is terminated or expired, expire or otherwise terminate without having been exercised or issued in full or are forfeited to or repurchased by the Company due to failure to vest, with the maximum number of shares that may be added to the 2024 Equity Plan under clause (ii) above equal to 300,000 shares.
If the stockholders approve the 2024 Amended Equity Plan, there will be 1,300,000 additional shares available for issuance under the 2024 Amended Equity Plan. In addition, shares may become available for issuance under the 2024 Amended Equity Plan as described in the next paragraph. The shares may be authorized, but unissued, or reacquired common stock. As of April 20, 2026, the number of shares subject to awards outstanding under the 2024 Equity Plan was 1,205,906 shares.
If any award granted under the 2024 Amended Equity Plan expires or becomes unexercisable without having been exercised in full, or, with respect to restricted stock, restricted stock units, performance units or performance shares, is forfeited to or repurchased by the Company due to failure to vest, then the unpurchased or forfeited or repurchased shares subject to such award will become available for future grant or sale under the 2024 Amended Equity Plan (unless the 2024 Amended Equity Plan has terminated). Upon exercise of a stock appreciation right settled in shares, the gross number of shares covered by the portion of the exercised stock appreciation right (whether or not actually issued as a result of such exercise) will cease to be available under the 2024 Amended Equity Plan. If shares issued under restricted stock, restricted stock units, performance shares or performance units are repurchased by or forfeited to the Company due to failure to vest, such shares will become available for future grant under the 2024 Amended Equity Plan. Shares used to pay the exercise price or purchase price of an award or to satisfy the tax withholding obligations of an award will not become available for future grant or sale under the 2024 Amended Equity Plan. If an award is paid out in cash rather than shares, the number of shares available for issuance under the 2024 Amended Equity Plan will not be reduced.
Adjustments to Shares Subject to the 2024 Amended Equity Plan
In the event of any dividend or other distribution (whether in the form of cash, shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, reclassification, repurchase, or exchange of shares or other securities of the Company, or other change in the corporate structure affecting our common stock occurs (other than any ordinary dividends or other ordinary distributions), the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the 2024 Amended Equity Plan, will adjust the number and class of shares of stock that may be delivered under the 2024 Amended Equity Plan, and/or the number, class and price of shares of stock subject to outstanding awards, and the numerical share limits in the 2024 Amended Equity Plan.
Administration
The 2024 Amended Equity Plan may be administered by our Board, any committee of our Board, or a committee of individuals satisfying applicable laws appointed by our Board or a duly authorized committee of our Board in accordance with the terms of the 2024 Amended Equity Plan (the “Administrator”). In the case of transactions, including grants to certain officers and key employees of the Company, intended to qualify as exempt under Rule 16b-3 of the Exchange Act, the members of the committee must qualify as “non-employee directors” under Rule 16b‑3 of the Exchange Act.
Subject to the terms of the 2024 Amended Equity Plan, the Administrator has the authority to interpret and administer the 2024 Amended Equity Plan, including but not limited to, the authority, in its discretion, to select the employees, consultants, and directors who will receive awards, to determine the terms and conditions of awards, to modify or amend each award (subject to the restrictions of the 2024 Amended Equity Plan), including to accelerate vesting or waive forfeiture restrictions, to extend the post-service exercise period applicable to an award, and to interpret the provisions of the 2024 Amended Equity Plan and outstanding awards. The Administrator may allow a participant to defer the receipt of payment of cash or delivery of shares that otherwise would be due to such participant. The Administrator may make rules and regulations relating to sub-plans established for the purpose of facilitating compliance with applicable non-U.S. laws, easing administration of the 2024 Amended Equity Plan, or qualifying for favorable tax treatment under applicable non-U.S. laws
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and may make all other determinations deemed necessary or advisable for administering the 2024 Amended Equity Plan. The Administrator may temporarily suspend the exercisability of an award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes or to comply with applicable laws, provided that such suspension must be lifted before the expiration of the maximum term and post-service exercisability period of an award, unless doing so would not comply with applicable laws.
Eligibility
Awards may be granted to U.S. employees, directors and consultants of the Company or any parent or subsidiary corporation of the Company. Incentive stock options may be granted only to employees who, as of the time of grant, are employees of the Company or any parent or subsidiary corporation of the Company. As of April 20, 2026, approximately 1,243 U.S. employees and nine non-employee directors were eligible to participate in the 2024 Equity Plan. As of the same date, the closing price of a share of our common stock as reported on The Nasdaq Global Select Market was $1.29.
Limitations
The Administrator may not institute an exchange program under which (i) outstanding awards are surrendered or cancelled in exchange for awards of the same type (which may have a higher or lower exercise price and/or different terms), awards of a different type and/or cash, (ii) which participants have the opportunity to transfer outstanding awards to a financial institution, or (iii) the exercise price of an outstanding award is reduced.
Dividends or other distributions payable with respect to shares subject to equity awards will not be paid before and unless the underlying shares vest. No dividends or other distributions will be paid with respect to shares that are subject to unexercised options or stock appreciation rights.
Subject to specified treatment in the event of a change in control of the Company in which outstanding awards are not assumed or continued by a successor corporation, no portion of an award granted under the 2024 Amended Equity Plan, other than an automatic, nondiscretionary award granted to a non-employee director under our Director Compensation Program, may vest earlier than the one-year anniversary of such award’s date of grant, unless accelerated by reason of an award holder’s death or disability, provided that awards may be granted to any service provider (or awards may be modified) without regard to such minimum vesting requirements to the extent such grants (or modifications) would not result in the issuance of an aggregate of more than 5% of the shares reserved for issuance under the 2024 Amended Equity Plan.
The 2024 Amended Equity Plan provides, in any fiscal year, that no non-employee director may be granted equity awards (the value of which will be based on their grant date fair value determined in accordance with GAAP) or be provided any cash retainers or annual or meeting fees for service as a non-employee director in amounts that, in the aggregate, exceed $750,000, except that such amount will be increased to $1,000,000 in the fiscal year of his or her initial service as a non-employee director. Any equity awards or other compensation provided to an individual while he or she was an employee, or while he or she was a consultant but not a non-employee director, will not count for purposes of these limitations.
Stock Options
Each option granted under the 2024 Amended Equity Plan is evidenced by a written or electronic agreement between the Company and a participant specifying the number of shares subject to the option and the other terms and conditions of the option, consistent with the requirements of the 2024 Amended Equity Plan.
The exercise price per share of each option may not be less than the fair market value of a share of our common stock on the date of grant. However, an exception may be made for any options that are granted in substitution for options held by employees of companies that the Company acquires in a manner consistent with Section 424(a) of the Code. In addition, any incentive stock option granted to an employee who, at the time of grant, owns stock representing more than 10% of the total combined voting power of all classes of stock of the Company or any parent or subsidiary corporation of the Company (a “Ten Percent Stockholder”) must have an exercise price per share equal to at least 110% of the fair market value of a share on the date of grant. The aggregate fair market value of the shares (determined on the grant date) covered by incentive stock options that first become exercisable by any participant during any calendar year also may not exceed $100,000. Generally, the fair market value of our common stock is the closing price of our stock on any established stock exchange or national market system on the applicable date.
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The 2024 Amended Equity Plan provides that the Administrator will determine the acceptable form(s) of consideration for exercising an option. An option will be deemed exercised when the Company receives the notice of exercise and full payment for the shares to be exercised, together with any applicable tax withholdings.
Options are exercisable at such times or under such conditions as determined by the Administrator and set forth in the award agreement. The maximum term of an option will be specified in the award agreement, but an incentive stock option must have a term not exceeding 10 years (or in the case of an incentive stock option granted to a Ten Percent Stockholder, five years).
The Administrator will determine and specify in each award agreement, and solely in its discretion, the period of exercise applicable to each option following a service provider’s cessation of service. In the absence of such a determination by the Administrator, the participant generally will be able to exercise his or her option for (i) three months following his or her cessation of service for reasons other than death or disability, and (ii) 12 months following his or her cessation of service due to disability or following his or her death while holding the option. An award agreement may provide for an extension of a post-service exercise period upon a cessation of service for reasons other than death or disability if the exercise of the option following such cessation of service would result in liability under Section 16(b) of the Exchange Act or would violate the registration requirements under the Securities Act.
Restricted Stock Awards
Awards of restricted stock are rights to acquire or purchase shares, which vest in accordance with the terms and conditions established by the Administrator in its sole discretion. Each restricted stock award granted will be evidenced by a written or electronic agreement between the Company and the participant specifying the number of shares subject to the award and the other terms and conditions of the award, consistent with the requirements of the 2024 Amended Equity Plan. Restricted stock awards may be subject to vesting conditions if and as the Administrator specifies, and the shares acquired may not be transferred by the participant until vested. The Administrator may set restrictions based upon continued employment or service, the achievement of specific performance objectives (Company-wide, departmental, divisional, business unit or individual), applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion.
Unless otherwise provided by the Administrator, a participant will forfeit any shares of restricted stock as to which the restrictions have not lapsed before the participant’s cessation of service. Unless the Administrator provides otherwise, and subject to the general rules in the 2024 Amended Equity Plan related to dividends (described below), participants holding restricted stock will have the right to vote the underlying shares. The Administrator may, in its sole discretion, reduce or waive any restrictions and may accelerate the time at which any restrictions will lapse or be removed.
Restricted Stock Units
The Administrator may grant restricted stock units, which represent a right to receive shares at a future date as set forth in the participant’s award agreement. Each restricted stock unit granted under the 2024 Amended Equity Plan are evidenced by a written or electronic agreement between the Company and the participant specifying the number of shares subject to the award and other terms and conditions of the award, consistent with the requirements of the 2024 Amended Equity Plan. Restricted stock units may be settled, in the sole discretion of the Administrator, in shares, cash or a combination of cash and shares.
Restricted stock units will result in a payment to a participant only if the performance goals or other vesting criteria (if any) the Administrator may establish are achieved or the awards otherwise vest. The Administrator may set vesting criteria based upon continued employment or service, the achievement of specific performance objectives (Company-wide, departmental, divisional, business unit, or individual goals (including, but not limited to, continued employment or service)), applicable federal or state securities laws or any other basis determined by the Administrator in its discretion, which, depending on the extent to which they are met, will determine the number of restricted stock units to be paid out to participants.
After the grant of a restricted stock unit award, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout and may accelerate the time at which any restrictions will lapse or be removed. A participant will forfeit any unearned restricted stock units as of the date set forth in the award agreement. The Administrator in its sole discretion may pay earned restricted stock units in cash, shares of our common stock, or a combination of cash and shares.
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Stock Appreciation Rights
A stock appreciation right gives a participant the right to receive the appreciation in the fair market value of our common stock between the date of grant of the award and the date of its exercise. Each stock appreciation right granted under the 2024 Amended Equity Plan is evidenced by a written or electronic agreement between the Company and the participant specifying the exercise price and the other terms and conditions of the award, consistent with the requirements of the 2024 Amended Equity Plan.
The exercise price per share of each stock appreciation right may not be less than the fair market value of a share on the date of grant. Upon exercise of a stock appreciation right, the holder of the award will be entitled to receive an amount determined by multiplying (i) the difference between the fair market value of a share on the date of exercise over the exercise price by (ii) the number of exercised shares. The Company may pay the appreciation in cash, in shares, or in some combination of cash and shares. The term of a stock appreciation right will be set forth in the award agreement. The terms and conditions relating to the period of exercise following a cessation of service with respect to options described above also apply to stock appreciation rights.
Performance Units and Performance Shares
Performance units and performance shares may also be granted under the 2024 Amended Equity Plan. Performance units and performance shares are awards that will result in a payment to a participant only if the performance goals or other non-time-based vesting criteria (if any) the Administrator may establish are achieved or the awards otherwise vest. Each award of performance units or shares granted under the 2024 Amended Equity Plan is evidenced by a written or electronic agreement between the Company and the participant specifying the performance period and other terms and conditions of the award, consistent with the requirements of the 2024 Amended Equity Plan. Earned performance units and performance shares will be paid, in the sole discretion of the Administrator, in the form of cash, shares (which will have an aggregate fair market value equal to the earned performance units or shares at the close of the applicable performance period), or in a combination of cash and shares. The Administrator may set vesting criteria based upon continued employment or service, the achievement of specific performance objectives (Company-wide, departmental, divisional, business unit or individuals goals (including, but not limited to, continued employment or service)), applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion, and which, depending on the extent to which they are met, will determine the number and/or the value of performance units and performance shares to be paid out to participants.
After the grant of a performance unit or performance share, the Administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting provisions for such performance units or shares. Performance units will have an initial value established by the Administrator on or before the date of grant. Each performance share will have an initial value equal to the fair market value of a share on the grant date. A participant will forfeit any performance shares or units that are unearned or unvested as of the date set forth in the award agreement.
Transferability of Awards
Unless determined otherwise by the Administrator and subject to the terms of the 2024 Amended Equity Plan, awards granted under the 2024 Amended Equity Plan generally are not transferable other than by will or by the laws of descent and distribution, and all rights with respect to an award granted to a participant generally will be available during a participant’s lifetime only to the participant.
Dissolution or Liquidation
In the event of the Company’s proposed dissolution or liquidation, the Administrator will notify each participant as soon as practicable before the effective date of such proposed transaction. An award will terminate immediately before consummation of such proposed action to the extent the award has not been previously exercised or vested.
Change in Control
The 2024 Amended Equity Plan provides that, in the event of a merger of the Company with or into another corporation or entity or a “Change in Control” (as defined in the 2024 Amended Equity Plan), each award will be treated as the Administrator determines without a participant’s consent, including, without limitation, that (i) awards will be assumed, or substantially equivalent awards will be substituted, by the acquiring or succeeding corporation or its affiliate with
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appropriate adjustments as to the number and kind of shares and prices; (ii) upon written notice to a participant, that the participant’s awards will terminate upon or immediately before the consummation of such merger or Change in Control; (iii) outstanding awards will vest and become exercisable, realizable or payable or restrictions applicable to an award will lapse, in whole or in part, before or upon consummation of such merger of Change in Control, and, to the extent the Administrator determines, terminate upon or immediately before the effectiveness of such merger or Change in Control; (iv) (A) the termination of an award in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise of such award or realization of the participant’s rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Administrator determines in good faith that no amount would have been attained upon the exercise of such award or realization of the participant’s rights, then such award may be terminated by the Company without payment), or (B) the replacement of such award with other rights or property selected by the Administrator in its sole discretion; or (v) any combination of the above. In taking any of the actions permitted by the 2024 Amended Equity Plan, the Administrator will not be obligated to treat all awards, all awards held by a participant, all awards of the same type, or all portions of awards, similarly in the transaction.
If the successor corporation does not assume or substitute for an award (or portion of an award), the participant will fully vest in and have the right to exercise the participant’s outstanding options and stock appreciation rights (or portions of such awards) that are not assumed or substituted for, all restrictions on restricted stock, restricted stock units, performance shares and performance units (or portions of such awards) not assumed or substituted for will lapse, and, with respect to such awards with performance-based vesting (or portions of such awards), all performance goals or other vesting criteria will be deemed achieved at 100% of target levels and all other terms and conditions met, in each case, unless specifically provided otherwise by the Administrator or under the applicable award agreement or other written agreement authorized by the Administrator between the participant and the Company or any of its subsidiaries or parents. In addition, unless specifically provided otherwise by the Administrator or under the applicable award agreement or other written agreement authorized by the Administrator between the participant and the Company or any of its subsidiaries or parents, if an option or stock appreciation right (or portion of such award) is not assumed or substituted for, the Administrator will notify the participant in writing or electronically that the option or stock appreciation right (or its applicable portion) will be exercisable for a period of time determined by the Administrator in its sole discretion, and the option or stock appreciation right (or its applicable portion) will terminate upon the expiration of such period.
In addition, with respect to awards granted to a non-employee director while such individual was a non-employee director, in the event of a Change in Control, the non-employee director’s options, stock appreciation rights, restricted stock and restricted stock units, if any, will vest fully and become immediately exercisable, all restrictions on his or her restricted stock will lapse, and all performance goals or other vesting for his or her performance shares and units will be deemed achieved at one hundred percent (100%) of target levels, and all other terms and conditions met, unless specifically provided otherwise by the Administrator or under the applicable award agreement or other written agreement authorized by the Administrator between the participant and the Company or any of its subsidiaries or parents.
For purposes of the 2024 Amended Equity Plan, “Change in Control” means generally the occurrence of any of the following events:
(i) A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company; provided, however, that for purposes of this subsection, the acquisition of additional stock by any one Person, who is considered to own more than fifty percent (50%) of the total voting power of the stock of the Company will not be considered a Change in Control; provided, further, that any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Board also will not be considered a Change in Control. Further, if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership, direct or indirect beneficial ownership of fifty percent (50%) or more of the total voting power of the stock of the Company or of the ultimate parent entity of the Company, such event will not be considered a Change in Control under this subsection (i). For this purpose, indirect beneficial ownership will include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities; or
(ii) A change in the effective control of the Company that occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a
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majority of the members of the Board prior to the date of the appointment or election. For purposes of this subsection (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or
(iii) A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (iii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (2) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in subsection (iii)(B)(3). For purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.
Forfeiture Events
The Administrator may specify in an award agreement that the participant’s rights, payments and benefits with respect to an award will be subject to reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition upon the occurrence of certain specified events. Awards will be subject to reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition under any clawback policy in effect or that we are required to adopt under the listing standards of any national securities exchange or association on which our securities are listed or as is otherwise required by applicable laws. The Administrator may require a participant to forfeit, return or reimburse us all or a portion of the award and any amounts paid under the award, according to such clawback policy or in order to comply with applicable laws.
Termination or Amendment
The 2024 Amended Equity Plan will automatically terminate 10 years from the date of its initial adoption by our Board in 2024, unless terminated at an earlier time by the Administrator. The Administrator may amend, alter, suspend or terminate the 2024 Amended Equity Plan at any time, provided that the Company will obtain stockholder approval of any amendment to the extent approval is necessary and desirable to comply with any applicable laws. No amendment, alteration, suspension or termination will materially impair the rights of any participant unless mutually agreed otherwise between the participant and the Administrator.
Federal Tax Aspects
The following summary is intended only as a general guide to the material U.S. federal income tax consequences of participation in the 2024 Amended Equity Plan. The summary is based on existing U.S. laws and regulations, and there can be no assurance that those laws and regulations will not change in the future. The summary does not purport to be complete and does not discuss the tax consequences upon a participant’s death, or the provisions of the income tax laws of any municipality, state or non-U.S. country in which the participant may reside. As a result, tax consequences for any particular participant may vary based on individual circumstances.
Incentive Stock Options. An optionee recognizes no taxable income for regular income tax purposes as a result of the grant or exercise of an incentive stock option qualifying under Section 422 of the Code. Optionees who neither dispose of their shares within two years following the date the option was granted nor within one year following the exercise of the option normally will recognize a capital gain or loss equal to the difference, if any, between the sale price and the purchase price of the shares. If an optionee satisfies such holding periods upon a sale of the shares, the Company will not be entitled to any deduction for federal income tax purposes. If an optionee disposes of shares within two years after the date of grant or within one year after the date of exercise (a “disqualifying disposition”), the difference between the fair market value of the shares on the exercise date and the option exercise price (not to exceed the gain realized on the sale if the disposition is a transaction with respect to which a loss, if sustained, would be recognized) will be taxed as ordinary income at the time of disposition. Any gain in excess of that amount will be a capital gain. If a loss is recognized, there will be no ordinary
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income, and such loss will be a capital loss. Any ordinary income recognized by the optionee upon the disqualifying disposition of the shares generally should be deductible by the Company for federal income tax purposes, except to the extent such deduction is limited by applicable provisions of the Code.
The difference between the option exercise price and the fair market value of the shares on the exercise date is treated as an adjustment in computing the optionee’s alternative minimum taxable income and may be subject to an alternative minimum tax which is paid if such tax exceeds the regular tax for the year. Special rules may apply with respect to certain subsequent sales of the shares in a disqualifying disposition, certain basis adjustments for purposes of computing the alternative minimum taxable income on a subsequent sale of the shares and certain tax credits which may arise with respect to optionees subject to the alternative minimum tax.
Nonstatutory Stock Options. Options not designated or qualifying as incentive stock options will be nonstatutory stock options having no special U.S. tax status. An optionee generally recognizes no taxable income as the result of the grant of such an option. Upon exercise of a nonstatutory stock option, the optionee normally recognizes ordinary income equal to the amount that the fair market value of the shares on such date exceeds the exercise price. If the optionee is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of stock acquired by the exercise of a nonstatutory stock option, any gain or loss, based on the difference between the sale price and the fair market value on the exercise date, will be taxed as capital gain or loss. No tax deduction is available to the Company with respect to the grant of a nonstatutory stock option or the sale of the stock acquired through such grant.
Stock Appreciation Rights. In general, no taxable income is reportable when a stock appreciation right is granted to a participant. Upon exercise, the participant generally will recognize ordinary income in an amount equal to the fair market value of any shares of our common stock received. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Any additional gain or loss recognized upon any later disposition of the shares would be capital gain or loss.
Restricted Stock Awards. A participant acquiring restricted stock generally will recognize ordinary income equal to the fair market value of the shares on the vesting date. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. The participant may elect, under Section 83(b) of the Code, to accelerate the ordinary income tax event to the date of acquisition by filing an election with the Internal Revenue Service no later than 30 days after the date the shares are acquired. Upon the sale of shares acquired through a restricted stock award, any gain or loss, based on the difference between the sale price and the fair market value on the date the ordinary income tax event occurs, will be taxed as capital gain or loss.
Restricted Stock Units. There generally are no immediate tax consequences of receiving an award of restricted stock units. A participant who is awarded restricted stock units generally will be required to recognize ordinary income in an amount equal to the fair market value of shares issued to such participant at the end of the applicable vesting period or, if later, the settlement date elected by the Administrator or a participant. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Any additional gain or loss recognized upon any later disposition of any shares received would be capital gain or loss.
Performance Units and Performance Shares. A participant generally will recognize no income upon the grant of a performance share or a performance unit award. Upon the settlement of such awards, participants normally will recognize ordinary income in the year of receipt in an amount equal to the cash received and the fair market value of any cash or nonrestricted shares received. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of any shares received, any gain or loss, based on the difference between the sale price and the fair market value on the date the ordinary income tax event occurs, will be taxed as capital gain or loss.
Section 409A. Section 409A of the Code provides certain requirements for non-qualified deferred compensation arrangements with respect to an individual’s deferral and distribution elections and permissible distribution events. Awards granted under the 2024 Amended Equity Plan with a deferral feature will be subject to the requirements of Section 409A of the Code. If an award is subject to and fails to satisfy the requirements of Section 409A of the Code, the recipient of that award may recognize ordinary income on the amounts deferred under the award, to the extent vested, which may be before the compensation is actually or constructively received. Also, if an award that is subject to Section 409A fails to comply with Section 409A’s provisions, Section 409A imposes an additional 20% federal income tax on compensation recognized as ordinary income, as well as interest on such deferred compensation. Certain states have enacted laws similar to Section
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409A which impose additional taxes, interest and penalties on non-qualified deferred compensation arrangements. The Company will also have withholding and reporting requirements with respect to such amounts.
Medicare Surtax. A participant’s annual “net investment income”, as defined in Section 1411 of the Internal Revenue Code, may be subject to a 3.8% federal surtax (generally referred to as the “Medicare Surtax”). Net investment income may include capital gain and/or loss arising from the disposition of shares subject to a participant’s awards under the 2024 Amended Equity Plan. Whether a participant’s net investment income will be subject to the Medicare Surtax will depend on the participant’s level of annual income and other factors.
Tax Effect for the Company. The Company generally will be entitled to a tax deduction in connection with an award under the 2024 Amended Equity Plan in an amount equal to the ordinary income realized by a participant and at the time the participant recognizes such income (for example, the exercise of a nonstatutory stock option). Special rules limit the deductibility of compensation paid to our chief executive officer and other “covered employees” as determined under Section 162(m) and applicable guidance. Under Section 162(m), the annual compensation paid to any of these specified executives will be deductible only to the extent that it does not exceed $1,000,000.
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STOCK OWNERSHIP MATTERS
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information, as of the Record Date, as to shares of common stock and Series A preferred stock beneficially owned by:
•each person who is known by us to own beneficially more than 5% of our common stock or Series A preferred stock;
•each of our directors and nominees;
•each of our Named Executive Officers; and
•all of our directors, nominees and current executive officers as a group.
The information provided in the table is based on our records, information filed with the Securities and Exchange Commission and information furnished by the respective individuals or entities, as the case may be.
The beneficial ownership percentages shown in the table below are based on 31,532,924 shares of common stock outstanding as of the Record Date and 2,250,000 shares of Series A preferred stock outstanding as the Record Date. The voting power percentages shown in the table below are based on an aggregate of 35,958,616 votes to which the holders of our capital stock were entitled as of the Record Date, comprised of (i) an aggregate of 31,532,924 votes to which the holders of our outstanding common stock were entitled as of the Record Date and (ii) 4,425,692 votes to which the holder of all of our outstanding Series A preferred stock was entitled as of the Record Date.
In computing the number of shares of common stock beneficially owned by a person and the beneficial ownership and voting percentages of that person, we deemed outstanding (i) shares of common stock subject to options held by that person that were exercisable on or within 60 days after the Record Date and (ii) shares of common stock issuable upon the vesting of restricted stock units within 60 days after the Record Date. We did not deem these shares outstanding, however, for the purpose of computing the beneficial ownership or voting percentages of any other person.
Stockholders holding shares of our common stock or Series A preferred stock at the close of business on the Record Date vote as a single class at the Annual Meeting. For additional information regarding the voting rights of the Series A preferred stock, including the calculation of the number of votes that each holder of Series A preferred stock is entitled to, please see the Certificate of Designations previously filed as an exhibit to our Current Report on Form 8-K filed with the Securities and Exchange Commission on May 3, 2021 and the Certificate of Amendment to the Certificate of Designations, previously filed as an exhibit to our Current Report on Form 8-K filed with the Securities and Exchange Commission on January 6, 2026.
We have determined beneficial ownership in accordance with the rules of the Securities and Exchange Commission. Except as indicated in the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock and Series A preferred stock that they beneficially own, subject to applicable community property laws.
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Beneficial Ownership Table
(as of April 20, 2026)
(as of April 20, 2026)
| Common Stock | Series A Preferred Stock | |||||||||||||||||||||||||||||||
Name and Address of Beneficial Owner(1) | Number of Shares Beneficially Owned | Percentage of Shares Beneficially Owned | Number of Shares Beneficially Owned | Percentage of Shares Beneficially Owned | Percentage of Total Voting Power | |||||||||||||||||||||||||||
| Greater than 5% Stockholders | ||||||||||||||||||||||||||||||||
Echelon Health SPV, LP (2) 1450 Brickell Avenue, 31st Floor Miami, FL 33131 | — | — | 2,250,000 | 100.0% | 12.3% | |||||||||||||||||||||||||||
Blackrock, Inc.(3) 50 Hudson Yards New York, NY 10001 | 1,885,419 | 6.0% | — | — | 5.2% | |||||||||||||||||||||||||||
Nantahala Capital Management, LLC(4) 130 Main St. 2nd Floor New Canaan, CT 06840 | 1,761,441 | 5.6% | — | — | 4.9% | |||||||||||||||||||||||||||
| Named Executive Officers, Directors and Director Nominees | ||||||||||||||||||||||||||||||||
Derrick A. Duke | 187,969 | * | — | — | * | |||||||||||||||||||||||||||
John J. Dolan(5) | 122,806 | * | — | — | * | |||||||||||||||||||||||||||
Michelle M. Barbeau(6) | 161,939 | * | — | — | * | |||||||||||||||||||||||||||
Todd Arden | — | * | — | — | * | |||||||||||||||||||||||||||
Prama Bhatt(7) | 49,529 | * | — | — | * | |||||||||||||||||||||||||||
Andrea C. Brimmer(8) | 118,481 | * | — | — | * | |||||||||||||||||||||||||||
Beth A. Brooke(9) | 132,833 | * | — | — | * | |||||||||||||||||||||||||||
A. John Hass, III(10) | 121,893 | * | — | — | * | |||||||||||||||||||||||||||
Erin L. Russell(11) | 115,037 | * | — | — | * | |||||||||||||||||||||||||||
Francis S. Soistman(12) | 837,107 | 2.6% | — | — | 2.3% | |||||||||||||||||||||||||||
Cesar M. Soriano(13) | 110,216 | * | — | — | * | |||||||||||||||||||||||||||
Dale B. Wolf(14) | 186,065 | * | — | — | * | |||||||||||||||||||||||||||
All current executive officers, directors and director nominees, as a group (13 persons)(15) | 2,301,680 | 7.2% | — | — | 6.4% | |||||||||||||||||||||||||||
––––––––––––––
* Represents beneficial ownership of less than one percent of our outstanding common stock.
(1)Unless otherwise indicated, the address for each beneficial owner is c/o eHealth, Inc., 9190 Priority Way West Dr., Suite 110, Indianapolis, IN 46240.
(2)2,250,000 shares of Series A preferred stock are held directly by Echelon Health SPV, LP (“Echelon LP”). The Series A preferred stock is convertible into common stock at the option of the holder at any time at a conversion rate equal to (i) the Accrued Value (as defined below) plus payable in kind dividends that have accrued since the most recent semi-annual dividend payment date but that have not yet been added to the Accrued Value, divided by (ii) the conversion price as of the applicable conversion date. As of the Record Date, the conversion price was equal to $79.5861. The conversion price is subject to further adjustment in the future pursuant to the terms of the Certificate of Designations. “Accrued Value” means, as of any date, with respect to any share of Series A preferred stock, the sum of (i) $100, plus (ii) on June 30 and December 31 of each year and on a cumulative basis, all payable in kind dividends that have accrued on such share but that have not previously been added to the Accrued Value. There are certain conditional share caps on the number of shares issuable upon conversion of the Series A preferred stock that are set forth in the Certificate of Designations. The Series A preferred stock is entitled to vote together with the common stock as a single class on all matters submitted to a vote of the holders of the common stock. Subject to certain voting limitations set forth in the H.I.G. Investment Agreement, as amended, and in the Certificate of Designations, the Series A preferred stock is entitled to the number of votes, rounded down to the nearest whole number, equal to the quotient of (i) the aggregate Accrued Value of the issued and outstanding shares of Series A preferred stock, divided by (ii) $69.684 (which is the “Minimum Price” computed in accordance with the Certificate of Designations). Based on this calculation, Echelon LP will be entitled to 4,425,692 votes at the Annual Meeting. Echelon Health SPV GP, LLC (“Echelon GP”) is the general partner of Echelon Health SPV, LP (“Echelon LP”). H.I.G. Echelon, LP (“Holdco”) is the sole member of Echelon LP. H.I.G. Middle Market LBO Fund III, L.P. (“Middle Market LBO III”) is the controlling interest holder of Holdco and Echelon GP. H.I.G. Middle Market Advisors III, LLC (“Middle Market Advisors III”) is the general partner of Middle Market LBO III and the manager of Echelon GP. H.I.G.-GPII, Inc. (“GPII” and together with Echelon LP, Echelon GP, Holdco, Middle Market LBO III and Middle Market Advisors III, the “HIG Funds”) is the general partner of Holdco and the manager of Middle Market Advisors III. Sami W. Mnaymneh and Anthony A. Tamer are the sole shareholders of GPII. As a result of the foregoing relationships, each of the HIG Funds and Messrs.
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Mnaymneh and Tamer may be deemed to beneficially own the Series A preferred stock held by Echelon LP. Messrs. Mnaymneh and Tamer disclaim beneficial ownership of the securities held by the HIG Funds except to the extent of their pecuniary interest therein. The address of each of the HIG Funds and Messrs. Mnaymneh and Tamer is 1450 Brickell Avenue, 31st Floor, Miami, FL 33131.
(3)Based on information contained in a Schedule 13G filed with the Securities and Exchange Commission on July 17, 2025 by Blackrock, Inc. (“Blackrock”), Blackrock reported sole voting power over 1,840,584 shares of common stock and sole dispositive power over 1,885,419 shares of common stock as of June 30, 2025. The Schedule 13G further reports that (a) various persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of our common stock beneficially owned by Blackrock; and (b) no one person’s interest in the shares of our common stock beneficially owned by Blackrock is more than five percent of our total outstanding common shares. The address of Blackrock is 50 Hudson Yards, New York, NY 10001.
(4)Based on information contained in a Schedule 13G filed with the Securities and Exchange Commission on November 14, 2025 by Nantahala Capital Management, LLC (“Nantahala”), Wilmot B. Harkey and Daniel Mack, Nantahala reported shared voting power and shared dispositive power over 1,761,441 shares of our common stock as of September 30, 2025. Nantahala may be deemed to be the beneficial owner of 1,761,441 shares held by funds and separately managed accounts under its control, and as the managing members of Nantahala, each of Messrs. Harkey and Mack may be deemed to be a beneficial owner of those shares. The address of each of Nantahala and Messrs. Harkey and Mack is 130 Main Street, 2nd Floor, New Canaan, Connecticut 06840.
(5)Includes 15,826 shares of common stock issuable upon vesting of RSUs.
(6)Includes 25,753 shares of common stock issuable upon vesting of RSUs.
(7)Includes 8,644 shares of common stock issuable upon vesting of RSUs.
(8)Includes 37,411 shares of vested RSUs that have been deferred pursuant to the terms of a deferral election and 8,644 shares of common stock issuable upon vesting of RSUs.
(9)Includes 8,644 shares of common stock issuable upon vesting of RSUs.
(10)Includes 24,446 shares of vested RSUs that have been deferred pursuant to the terms of a deferral election and 8,644 shares of common stock issuable upon vesting of RSUs.
(11)Includes 8,644 shares of common stock issuable upon vesting of RSUs.
(12)Includes 100,000 shares of common stock issuable upon exercise of stock options.
(13)Includes 8,644 shares of common stock issuable upon vesting of RSUs.
(14)Includes 62,932 shares held by The Dale B. Wolf Generation Skipping Trust and 8,644 shares of common stock issuable upon vesting of RSUs.
(15)Includes an aggregate of 100,000 shares of common stock issuable upon exercise of stock options, 117,053 shares of common stock issuable upon vesting of RSUs and 61,857 shares of vested RSUs that have been deferred pursuant to the terms of a deferral election.
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OTHER INFORMATION
Certain Relationships and Related Transactions
We describe below transactions and series of similar transactions, since January 1, 2024, and any currently proposed transaction, to which we were or will be a participant, in which:
•The amounts involved exceeded or will exceed the lesser of (i) $120,000 and (ii) 1% of our total assets at year-end for the last two completed fiscal years; and
•A director, director nominee, executive officer, holder of more than 5% of our common stock or Series A preferred stock or any member of any such person’s immediate family had or will have a direct or indirect material interest.
We also describe below certain other transactions with our directors, executive officers and stockholders.
Policies and Procedures with Respect to Related-Party Transactions
The charter of our Audit Committee requires that members of the Audit Committee, all of whom are independent directors, review and oversee all related-party transactions in accordance with applicable rules and regulations. In addition, the Audit Committee is responsible for reviewing, approving and monitoring our Related Person Transactions Policy. Our Related Person Transaction Policy requires that our employees obtain approval from our Chief Financial Officer prior to engaging in activity that may constitute a conflict of interest where their interests may conflict with the Company’s interests.
There were no related-party transactions during 2024 and 2025 that required review, approval or ratification pursuant to our policies and procedures, or for which such policies and procedures were not followed. Except for the compensation of directors and executive officers and the transactions described earlier and as set forth above, none of our directors, director nominees, executive officers or holders of more than 5% of our common stock or Series A preferred stock was involved in any related-party transactions.
H.I.G. Investment Agreement
On February 17, 2021, we entered into an Investment Agreement with Echelon Health SPV, LP (together with its affiliated funds, “H.I.G.”), an investment vehicle of H.I.G. Capital, LLC (the “H.I.G. Investment Agreement”). On April 30, 2021, upon the terms and subject to the conditions set forth in the H.I.G. Investment Agreement, we issued and sold 2,250,000 shares of our newly designated Series A preferred stock, at an aggregate purchase price of $225,000,000, at a price of $100 per share (the “Private Placement”). We received $216.2 million in proceeds from the Private Placement, after deducting sales commissions and certain transaction fees. On December 31, 2025, in connection with our entry into a revolving credit facility with CCP Agency, LLC, we entered into a first amendment to the H.I.G. Investment Agreement (the “H.I.G. Investment Agreement Amendment”), which amends the H.I.G. Investment Agreement to, among other things, (i) explicitly permit entry into, borrowings under, and refinancing of the revolving credit facility up to the initial $125.0 million in aggregate revolving loan commitments, as defined in the H.I.G. Investment Agreement Amendment, plus in the case of refinancings, certain additional amounts, (ii) add a liquidity covenant substantially similar to the covenant provided in the revolving credit facility, with the sole remedy for breach of the liquidity covenant being a 2.00% increase in the paid-in-kind dividend rate, (iii) establish H.I.G.’s rights with respect to the Strategy Committee, including the right to designate one member and an observer to such committee, and (iv) provide certain additional governance and covenant protections to H.I.G., including with respect to additional debt incurrence and information rights related to the Company’s annual budget.
Under the terms of the H.I.G. Investment Agreement, H.I.G. is entitled to nominate one individual for election to our Board for so long as it continues to own at least 30% of the common stock issuable or issued upon conversion of the Series A preferred stock originally issued to it. The director designated by H.I.G. is also entitled to serve on committees of our Board, subject to applicable law and stock exchange rules.
Pursuant to the terms of the H.I.G. Investment Agreement, H.I.G. nominated Aaron C. Tolson to our Board. Mr. Tolson was appointed to our Board as a Class I director in August 2021 and served until September 2025 when he was succeeded by Todd Arden, an H.I.G. nominee. Mr. Arden currently serves as a member of the Compensation Committee, the Nominating and Corporate Governance Committee and the Strategy Committee of the Board.
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The H.I.G. Investment Agreement and the Certificate of Designations, each as amended, include a number of covenants and other rights, including, but not limited to, dividends, redemption put and call rights, liquidation rights, Board nomination rights, and voting rights. The H.I.G. Investment Agreement is included as an exhibit to our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 18, 2021, the Certificate of Designations is included as an exhibit to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 3, 2021. The H.I.G. Investment Amendment Agreement and the Certificate of Amendment to the Certificate of Designations are included as exhibits to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 6, 2026.
Board Compensation
Our non-employee directors are entitled to cash compensation and equity award grants for service on our Board. For more information regarding these arrangements, see “Board and Governance Matters—Non-Employee Director Compensation” above and the related section in our definitive proxy statement filed on April 28, 2025.
We have entered into offer letters or employment-related agreements with each of our executive officers. For more information regarding these arrangements, see “Executive Compensation—Executive Compensation Tables—Employment Agreements, Severance Agreements and Change of Control Arrangements” above and the related section in our definitive proxy statement filed on April 28, 2025.
Indemnification Agreements and Limitation of Liability
Our bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by Delaware law, as it now exists or may in the future be amended, against all expenses and liabilities reasonably incurred or suffered in connection with their service to us or on our behalf. Our bylaws provide that we shall advance the expenses incurred by a director or officer in advance of the final disposition of an action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her action in that capacity, regardless of whether Delaware law would otherwise permit indemnification. In addition, our certificate of incorporation provides that our directors will not be personally liable for monetary damages to us for breaches of their fiduciary duty as directors, unless they violated their duty of loyalty to us or our stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized illegal dividends or redemptions or derived an improper personal benefit from their actions as directors.
We have entered into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us to indemnify each director and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director or executive officer.
Equity Award Grants
We have granted restricted stock units and options to purchase shares of our common stock to our directors and executive officers. See “Board and Governance Matters—Non-Employee Director Compensation,” “Executive Compensation—Compensation Overview—Executive Compensation Program for 2025,” “Executive Compensation—Executive Compensation Tables—2025 Outstanding Equity Awards at Fiscal Year-End,” and “Executive Compensation—Executive Compensation Tables—2025 Option Exercises and Stock Vested at Fiscal Year-End.”
Stockholder Proposals for the 2027 Annual Meeting
The deadline for submitting a stockholder proposal for inclusion in our proxy statement and form of proxy for our 2027 annual meeting of stockholders pursuant to Rule 14a-8 of the Exchange Act is December 29, 2026.
Our bylaws contain additional advance notice requirements, including requirements with respect to advance notice of stockholder proposals. Under our bylaws, a stockholder proposal will be ineligible for presentation at the meeting unless the stockholder gives timely notice of the proposal in writing to our Secretary at our executive offices and otherwise complies with the provisions of our bylaws. To be timely, our bylaws provide that such stockholder’s notice must be received by our Secretary at our principal executive offices no later than 5:00 p.m., Eastern Time, on the 90th day and no earlier than 9:00 a.m., Eastern Time, on the 120th day prior to the one-year anniversary of the immediately preceding year’s annual meeting.
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If no annual meeting was held in the previous year or the annual meeting is called for a date that is not within 25 days before or after such anniversary date, notice by the stockholder to be timely must be so received not later than 5:00 p.m., Eastern Time, on the later of (i) the 90th day prior to the annual meeting or (ii) if the first public announcement (as defined in our bylaws) of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of the meeting was made.
To be timely for our 2027 annual meeting of stockholders, notice by the stockholder must be received by our Secretary at our principal executive offices no earlier than 9:00 a.m., Eastern Time, on February 18, 2027 and no later than 5:00 p.m., Eastern Time, on March 20, 2027 (provided, however, that if the annual meeting is called for a date that is not within 25 days before or after the one-year anniversary date of the Annual Meeting, then notice by the stockholder to be timely must be so received not later than 5:00 p.m., Eastern Time, on the later of (i) the 90th day prior to the annual meeting or (ii) if the first public announcement (as defined in our bylaws) of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of the meeting was made).
In addition, stockholders who intend to solicit proxies in support of director nominees other than our nominees must also comply with the additional requirements of Rule 14a-19(b) of the Exchange Act. If, after complying with the provisions above, a stockholder, or such stockholder’s qualified representative, does not attend the annual meeting to present the stockholder’s proposal, we are not required to present the proposal for a vote at such meeting (unless otherwise required by law).
Annual Report
We will furnish without charge, upon written request of any person who was a stockholder or beneficial owner of capital stock at the close of business on April 20, 2026, a copy of our Annual Report on Form 10-K, including the financial statements and the financial statement schedules. The written request should be sent to: Investor Relations, eHealth, Inc., 9190 Priority Way West Dr., Suite 110, Indianapolis, IN 46240.
Whether you intend to be present at the Annual Meeting or not, we urge you to vote promptly by using the Internet or telephone, or, if you requested to receive printed proxy materials, by signing and mailing the proxy or voting instruction form.
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APPENDICES
Appendix A
NON-GAAP FINANCIAL INFORMATION AND RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (Dollars in thousands, unaudited)
Year Ended December 31, 2025 | Year Ended December 31, 2024 | |||||||||||||
GAAP net loss attributable to common stockholders | $ | (10,404) | $ | (34,960) | ||||||||||
Dividends for preferred stock | 23,604 | 22,249 | ||||||||||||
| Change in preferred stock redemption value | 26,844 | 22,768 | ||||||||||||
GAAP net income | 40,044 | 10,057 | ||||||||||||
| Stock-based compensation expense | 15,043 | 19,881 | ||||||||||||
| Depreciation and amortization | 13,758 | 16,338 | ||||||||||||
Impairment, restructuring and other charges | 2,010 | 9,475 | ||||||||||||
Interest expense | 10,761 | 11,159 | ||||||||||||
Other income, net | (2,998) | (6,900) | ||||||||||||
Provision for income taxes | 18,682 | 9,255 | ||||||||||||
Adjusted EBITDA(1) | $ | 97,300 | $ | 69,265 | ||||||||||
Net income margin | 7 | % | 2 | % | ||||||||||
Adjusted EBITDA margin(1) | 18 | % | 13 | % | ||||||||||
(1) NON-GAAP FINANCIAL INFORMATION
•Adjusted EBITDA is calculated by excluding the dividends for preferred stock and change in preferred stock redemption value (together the “impact from preferred stock”), provision for (benefit from) income taxes, depreciation and amortization, stock-based compensation expense, impairment, restructuring and other charges, interest expense, other income (expense), net, and other non-recurring charges from GAAP net income (loss) attributable to common stockholders. Other non-recurring charges to GAAP net income (loss) attributable to common stockholders may include transaction expenses in connection with capital raising transactions (whether debt, equity or equity-linked) and acquisitions, whether or not consummated, purchase price adjustments and the cumulative effect of a change in accounting principles.
•Adjusted EBITDA margin is calculated as adjusted EBITDA divided by revenue.
eHealth believes that the presentation of these non-GAAP financial measures provides important supplemental information to management and investors regarding financial and business trends relating to eHealth’s financial condition and results of operations. Management believes that the use of these non-GAAP financial measures provides consistency and comparability with eHealth’s past financial reports. Management also believes that the items described above provide an additional measure of eHealth’s operating results and facilitates comparisons of eHealth’s core operating performance against prior periods and business model objectives. This information is provided to investors in order to facilitate additional analyses of past, present and future operating performance and as a supplemental means to evaluate eHealth’s ongoing operations. eHealth believes that these non-GAAP financial measures are useful to investors in their assessment of eHealth’s operating performance.
Adjusted EBITDA and adjusted EBITDA margin are not calculated in accordance with GAAP, and should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. Non-GAAP financial measures used herein have limitations in that they do not reflect all of the revenue and costs associated with the operations of eHealth’s business and do not reflect income tax as determined in accordance with GAAP. As a result, you should not consider these measures in isolation or as a substitute for analysis of eHealth’s results as reported under GAAP. eHealth expects to continue to incur the stock-based compensation costs and depreciation and amortization described above, and exclusion of these costs, and their related income tax benefits, from non-GAAP financial measures should not be
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construed as an inference that these costs are unusual or infrequent. eHealth compensates for these limitations by prominently disclosing GAAP net income (loss), GAAP net income (loss) attributable to common stockholders, and GAAP net income (loss) margin and providing investors with reconciliations from eHealth’s GAAP operating results to the non-GAAP financial measures for the relevant periods.
The tables above provide more details on the GAAP financial measures that are most directly comparable to the non-GAAP financial measures described above and the related reconciliations between these financial measures.
(2) Constrained lifetime value (“LTV”) of commissions per approved member for Medicare, individual and family and ancillary plans represents commissions estimated to be collected over the estimated life of an approved member’s plan after applying constraints in accordance with our revenue recognition policy. Constrained LTV of commissions per approved member for small business represents the estimated commissions we expect to collect from the plan over the following twelve months. The estimate is driven by multiple factors, including but not limited to, contracted commission rates, carrier mix, estimated average plan duration, the regulatory environment, cancellations of insurance plans offered by health insurance carriers with which we have a relationship, and applied constraints. The constraints are applied to help ensure that commissions estimated to be collected over the estimated life of an approved member’s plan are recognized as revenue only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with future commissions receivable from the plan is subsequently resolved. These factors may result in varying values from period to period.
(3) LTV-to-CAC ratio is calculated as constrained lifetime value of commissions per Medicare Advantage ("MA")-equivalent approved member for which we are the broker of record divided by total acquisition cost (including customer care and enrollment and variable marketing costs) per MA-equivalent approved member. The number of MA-equivalent approved members is calculated by adding the total number of approved Medicare Advantage and Medicare Supplement members and 25% of the total number of approved Medicare Part D members during the period presented.
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Appendix B
EHEALTH, INC.
AMENDED AND RESTATED 2024 EQUITY INCENTIVE PLAN
1.Purposes of the Plan. The purposes of this Plan are:
•to attract and retain the best available personnel for positions of substantial responsibility,
•to provide additional incentive to Employees, Directors and Consultants, and
•to promote the success of the Company’s business.
The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units and Performance Shares.
2.Definitions. As used herein, the following definitions will apply:
(a)“Administrator” means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan.
(b)“Applicable Laws” means the legal and regulatory requirements relating to the administration of equity-based awards, including without limitation the related issuance of Shares, including without limitation under U.S. federal and state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any non-U.S. country or jurisdiction where Awards are, or will be, granted under the Plan.
(c)“Award” means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares.
(d)“Award Agreement” means the written or electronic agreement provided by the Company setting forth the terms and provisions applicable to an Award granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan.
(e)“Affiliate” means any corporation or other entity (including, but not limited to, partnerships and joint ventures) controlling, controlled by, or under common control with the Company.
(f)“Board” means the Board of Directors of the Company.
(g)“Change in Control” means the occurrence of any of the following events:
(i) Change in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company; provided, however, that for purposes of this subsection (i), the acquisition of additional stock by any one Person, who is considered to own more than fifty percent (50%) of the total voting power of the stock of the Company will not be considered a Change in Control; provided, further, that any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Board also will not be considered a Change in Control. Further, if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership, direct or indirect beneficial ownership of fifty percent (50%) or more of the total voting power of the stock of the Company or of the ultimate parent entity of the Company, such event will not be considered a Change in Control under this subsection (i). For this purpose, indirect beneficial ownership will include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities; or
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(ii) Change in Effective Control of the Company. A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this subsection (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or
(iii) Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (iii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (2) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in subsection (iii)(B)(3). For purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.
For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.
Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A.
Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its primary purpose is to change the jurisdiction of the Company’s incorporation, or (y) its primary purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.
(h)“Code” means the U.S. Internal Revenue Code of 1986, as amended. Any reference to a section of the Code or regulation thereunder will include such section or regulation, any valid regulation or other formal guidance of general or direct applicability promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.
(i)“Committee” means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board, or by a duly authorized committee of the Board, in accordance with Section 4 hereof.
(j)“Common Stock” means the common stock of the Company.
(k)“Company” means eHealth, Inc., a Delaware corporation, or any successor thereto.
(l)“Consultant” means any natural person, including an advisor, engaged by the Company or a Parent, a Subsidiary or an Affiliate of the Company to render bona fide services to such entity, provided the services (i) are not in connection with the offer or sale of securities in a capital-raising transaction, and (ii) do not directly promote or maintain a market for the Company’s securities, in each case, within the meaning of Form S-8 promulgated under the Securities Act, and provided, further, that a Consultant will include only those persons to whom the issuance of Shares may be registered under Form S-8 promulgated under the Securities Act.
(m)“Director” means a member of the Board.
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(n)“Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code, provided that in the case of Awards other than Incentive Stock Options, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform and non-discriminatory standards adopted by the Administrator from time to time.
(o)“Employee” means any person, including Officers and Directors, employed by the Company or any Parent, Subsidiary or Affiliate of the Company. Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company.
(p)“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder.
(q)“Exchange Program” means a program under which (i) outstanding Awards are surrendered or cancelled in exchange for awards of the same type (which may have higher or lower exercise prices and different terms), awards of a different type, and/or cash, (ii) Participants would have the opportunity to transfer any outstanding Awards to a financial institution, and/or (iii) the exercise price of an outstanding Award is reduced. Pursuant to the provisions of Section 6(a), the Administrator may not institute an Exchange Program.
(r)“Fair Market Value” means, as of any date, the value of Common Stock determined as follows:
(i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market of The Nasdaq Stock Market, or the New York Stock Exchange, its Fair Market Value will be the closing sales price for such stock (or, if no closing sales price was reported on that date, as applicable, on the last Trading Day such closing sales price was reported) as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;
(ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share will be the mean between the high bid and low asked prices for the Common Stock on the day of determination (or, if no bids and asks were reported on that date, as applicable, on the last Trading Day such bids and asks were reported), as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or
(iii) In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good faith by the Administrator.
In addition, for purposes of determining the fair market value of shares for any reason other than the determination of the exercise price of Options or Stock Appreciation Rights, fair market value will be determined by the Administrator in a manner compliant with Applicable Laws and applied consistently for such purpose. The determination of fair market value for purposes of tax withholding may be made in the Administrator’s discretion subject to Applicable Laws and is not required to be consistent with the determination of Fair Market Value for other purposes.
(s)“Fiscal Year” means the fiscal year of the Company.
(t)“Incentive Stock Option” means an Option that by its terms qualifies and is otherwise intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.
(u)“Inside Director” means a Director who is an Employee.
(v)“Nonstatutory Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option.
(w)“Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.
(x)“Option” means a stock option granted pursuant to the Plan.
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(y)“Outside Director” means a Director who is not an Employee.
(z)“Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.
(aa)“Participant” means the holder of an outstanding Award.
(bb) “Performance Share” means an Award denominated in Shares which may be earned in whole or in part upon attainment of performance goals or other vesting criteria as the Administrator may determine pursuant to Section 11.
(cc) “Performance Unit” means an Award which may be earned in whole or in part upon attainment of performance goals or other vesting criteria as the Administrator may determine and which may be settled for cash, Shares or other securities or a combination of the foregoing pursuant to Section 11.
(dd) “Period of Restriction” means the period (if any) during which the transfer of Shares of Restricted Stock are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, continued service, the achievement of target levels of performance, the achievement of performance goals, or the occurrence of other events as determined by the Administrator.
(ee) “Plan” means this 2024 Equity Incentive Plan (as may be amended from time to time).
(ff) “Restricted Stock” means Shares issued pursuant to a Restricted Stock award under Section 8 of the Plan, or issued pursuant to the early exercise of an Option.
(gg) “Restricted Stock Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted pursuant to Section 9. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.
(hh) “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan.
(ii) “Section 16(b)” means Section 16(b) of the Exchange Act.
(jj) “Section 409A” means Section 409A of the Code, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder, from time to time, or any state law equivalent.
(kk) “Securities Act” means the U.S. Securities Act of 1933, as amended, as amended, including the rules and regulations promulgated thereunder.
(ll) “Service Provider” means an Employee, Director or Consultant.
(mm) “Share” means a share of the Common Stock, as adjusted in accordance with Section 14 of the Plan.
(nn) “Stock Appreciation Right” means an Award, granted alone or in connection with an Option, that pursuant to Section 10 is designated as a Stock Appreciation Right.
(oo) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.
(pp) “Trading Day” means a day that the primary stock exchange, national market system, or other trading platform, as applicable, upon which the Common Stock is listed (or otherwise trades regularly, as determined by the Administrator, in its sole discretion) is open for trading.
(qq) “U.S. Treasury Regulations” means the Treasury Regulations of the Code. Reference to a specific Treasury Regulation or Section of the Code will include such Treasury Regulation or Section, any valid regulation
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promulgated under such Section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such Section or regulation.
3.Stock Subject to the Plan.
(a)Stock Subject to the Plan. Subject to the provisions of Section 14 of the Plan, the maximum aggregate number of Shares that may be issued under the Plan is (i) 4,150,000 Shares, plus (ii) (A) any Shares that, as of immediately prior to the termination or expiration of the Company’s 2014 Equity Incentive Plan, as amended (the “2014 Equity Plan”), have been reserved but not issued pursuant to any awards granted under the 2014 Equity Plan and are not subject to any awards granted thereunder, plus (B) any Shares subject to awards granted under the 2014 Equity Plan that, after the 2014 Equity Plan is terminated or expired, expire or otherwise terminate without having been exercised or issued in full or are forfeited to or repurchased by the Company due to failure to vest, with the maximum number of Shares to be added to the Plan pursuant to clause (ii) above equal to 300,000 Shares. In addition, Shares may become available for issuance under the Plan pursuant to Section 3(b). The Shares may be authorized, but unissued, or reacquired Common Stock.
(b)Lapsed Awards. If an Award expires or becomes unexercisable without having been exercised in full, or, with respect to Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares, is forfeited to or repurchased by the Company due to failure to vest, then the unpurchased Shares (or for Awards other than Options or Stock Appreciation Rights, the forfeited or repurchased Shares), which were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated). Upon exercise of a Stock Appreciation Right settled in Shares, the gross number of Shares covered by the portion of the Award so exercised, whether or not actually issued pursuant to such exercise, will cease to be available under the Plan. Shares that actually have been issued under the Plan under any Award will not be returned to the Plan and will not become available for future distribution under the Plan; provided, however, that if Shares issued pursuant to Awards of Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units are repurchased by the Company or are forfeited to the Company due to failure to vest, such Shares will become available for future grant under the Plan. Shares used to pay the exercise price or purchase price of an Award or to satisfy the tax withholding obligations related to an Award will not become available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan. Notwithstanding the foregoing and, subject to adjustment as provided in Section 14, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share number stated in Section 3(a), plus, to the extent allowable under Section 422 of the Code and the Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant to this Section 3(b).
(c)Share Reserve. The Company, at all times during the term of this Plan, will reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Plan.
4.Administration of the Plan.
(a)Procedure.
(i) Multiple Administrative Bodies. Different Committees with respect to different groups of Service Providers may administer the Plan.
(ii) Rule 16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder will be structured to satisfy the requirements for exemption under Rule 16b-3.
(iii) Other Administration. Other than as provided above, the Plan will be administered by (A) the Board or (B) a Committee, which Committee will be constituted to comply with Applicable Laws.
(iv) Delegation of Authority for Day-to-Day Administration. Except to the extent prohibited by Applicable Law, the Administrator may delegate to one or more individuals the day-to-day administration of the Plan and any of the functions assigned to it in this Plan. Such delegation may be revoked at any time.
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(b)Powers of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, the specific duties delegated by the Board to such Committee, the Administrator will have the authority, in its discretion, to:
(i) determine the Fair Market Value;
(ii) select the Service Providers to whom Awards may be granted hereunder;
(iii) to determine whether and to what extent Awards are granted hereunder;
(iv) determine the number of Shares or dollar amounts to be covered by each Award granted hereunder;
(v) approve forms of Award Agreement for use under the Plan;
(vi) determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. The terms and conditions include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator will determine;
(vii) construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;
(viii) prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of facilitating compliance with applicable non‑U.S. laws, easing the administration of the Plan or for qualifying for favorable tax treatment under applicable non‑U.S. laws;
(ix) modify or amend each Award (subject to Section 6(a) and Section 19 of the Plan), including without limitation the discretionary authority to extend the post-service exercisability period of Awards; provided, however, that in no event will the term of an Option or Stock Appreciation Right be extended beyond its original maximum term;
(x) allow Participants to satisfy tax withholding obligations in a manner prescribed in Section 15 of the Plan;
(xi) authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator;
(xii) temporarily suspend the exercisability of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes or to comply with Applicable Laws, provided that such suspension must be lifted prior to the expiration of the maximum term and post-service exercisability period of an Award, unless doing so would not comply with Applicable Laws;
(xiii) allow a Participant, to defer the receipt of the payment of cash or the delivery of Shares that otherwise would be due to the Participant under an Award, subject to Section 15(c);
(xiv) determine whether Awards will be settled in Shares, cash or in any combination thereof;
(xv) impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant or other subsequent transfers by the Participant of any Shares issued as a result of or under an Award, including without limitation, (A) restrictions under an insider trading policy, and (B) restrictions as to the use of a specified brokerage firm for such resales or other transfers; and
(xvi) make all other determinations deemed necessary or advisable for administering the Plan.
(c)Effect of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations will be final and binding on all Participants and any other holders of Awards and will be given the maximum deference permitted by Applicable Laws.
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5.Eligibility. Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares and Performance Units may be granted to Service Providers. Incentive Stock Options may be granted only to employees of the Company or a Parent or Subsidiary of the Company.
6.Limitations.
(a)No Exchange Program. Notwithstanding the powers of the Administrator set forth herein, the Administrator may not institute an Exchange Program.
(b)Dividends. Dividends or other distributions payable with respect to Shares subject to Awards will not be paid before and unless the underlying Shares vest. No dividends or other distributions will be paid with respect to Shares that are subject to unexercised Options or Stock Appreciation Rights.
(c)Minimum Vesting Requirements.
(i) General. Except as specified in Section 6(c)(ii), no portion of an Award, other than an automatic, nondiscretionary Award granted to an Outside Director under the Company’s outside director compensation policy, may vest earlier than the one-year anniversary of such Award’s date of grant, except if accelerated by reason of the Participant’s death or Disability.
(ii) Exception. Awards may be granted to any Service Provider (or Awards may be modified) without regard to the minimum vesting requirements set forth in Section 6(c)(i) to the extent such grants (or modifications) would not result in the issuance of an aggregate of more than 5% of the Shares reserved for issuance under Section 3(a) (the “5% Limit”). For purposes of clarification, an Award granted in substitution for an equity award of an acquired entity in connection with a transaction described in Section 424(a) of the Code (a “Substituted Award”) shall not count against the 5% Limit. The 5% Limit applies in the aggregate to Awards (other than Substituted Awards) that do not satisfy the minimum vesting requirements set forth in Section 6(c)(i).
(d)Outside Director Limitations. In any Fiscal Year, no Outside Director may be granted equity awards (including any Awards granted under this Plan), the value of which will be based on their grant date fair value determined in accordance with U.S. generally accepted accounting principles, and be provided any cash retainers or annual or meeting fees for service as an Outside Director in amounts that, in the aggregate, exceed $750,000, provided that such amount is increased to $1,000,000 in the Fiscal Year of his or her initial service as an Outside Director. Any Awards or other compensation provided to an individual for his or her services as an Employee, or for his or her services as a Consultant other than as an Outside Director, will be excluded for purposes of this Section 6(d).
7.Stock Options.
(a)Grant of Options. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Options to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.
(b)Stock Option Agreement. Each Award of an Option will be evidenced by an Award Agreement that will specify the exercise price, the number of Shares subject to the Option, the exercise restrictions, if any, applicable to the Option, and such other terms and conditions as the Administrator, in its sole discretion, will determine.
(c)$100,000 Limitation for Incentive Stock Options. Notwithstanding any designation of an Option as an Incentive Stock Option, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated as Nonstatutory Stock Options. For purposes of this Section 7(c), Incentive Stock Options will be taken into account in the order in which they were granted. The Fair Market Value of the Shares will be determined as of the time the Option with respect to such Shares is granted.
(d)Term of Option. The term of each Option will be stated in the Award Agreement. In the case of an Incentive Stock Option, the term will be ten (10) years from the date of grant or such shorter term as may be provided in the
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Award Agreement. Moreover, in the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option will be five (5) years from the date of grant or such shorter term as may be provided in the Award Agreement.
(e)Option Exercise Price and Consideration.
(i) Exercise Price. The per Share exercise price for the Shares to be issued pursuant to exercise of an Option will be determined by the Administrator, subject to the following:
(1)In the case of an Incentive Stock Option granted to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price will be no less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant.
(2)In the case of any other Option, the per Share exercise price will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.
(3)Notwithstanding the foregoing, Options may be granted with a per Share exercise price of less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code.
(ii) Waiting Period and Exercise Dates. At the time an Option is granted, the Administrator will fix the period within which the Option may be exercised and will determine any conditions that must be satisfied before the Option may be exercised.
(iii) Form of Consideration. The Administrator will determine the acceptable form of consideration for exercising an Option, including the method of payment. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration at the time of grant. Such consideration may consist entirely of, without limitation: (1) cash (including cash equivalents); (2) check; (3) promissory note, to the extent permitted by Applicable Laws; (4) other Shares, provided that such Shares have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option will be exercised and provided further that accepting such Shares will not result in any adverse accounting consequences to the Company, as the Administrator determines in its sole discretion; (5) consideration received by the Company under a broker-assisted (or other) cashless exercise program (whether through a broker or otherwise) implemented by the Company in connection with the Plan; (6) by reduction in the amount of any Company liability to the Participant; (7) by net exercise; (8) such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws; or (9) any combination of the foregoing methods of payment.
(f)Exercise of Option.
(i) Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder will be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option may not be exercised for a fraction of a Share.
An Option will be deemed exercised when the Company receives: (i) notice of exercise (in accordance with the procedures that the Administrator may specify from time to time) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised (together with any applicable tax withholdings). Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option will be issued in the name of the Participant or, if requested by the Participant, in the name of the Participant and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares subject to an Option, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 14 of the Plan.
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Exercising an Option in any manner will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.
(ii) Cessation of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, other than upon the cessation of the Participant’s Service Provider status as the result of the Participant’s death or Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of cessation of the Participant’s Service Provider status (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable for three (3) months following cessation of the Participant’s Service Provider status. Unless otherwise provided by the Administrator, if on the date of cessation of the Participant’s Service Provider status the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If, after cessation of the Participant’s Service Provider status, the Participant does not exercise his or her Option within the time specified by the Administrator, the Option will terminate, and the Shares covered by such Option will revert to the Plan.
(iii) Disability of Participant. If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent the Option is vested on the date of cessation of the Participant’s Service Provider status (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12) months following cessation of the Participant’s Service Provider status. Unless otherwise provided by the Administrator, if on the date of cessation of the Participant’s Service Provider status the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If, after cessation of the Participant’s Service Provider status, the Participant does not exercise his or her Option within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan.
(iv) Death of Participant. If a Participant dies while a Service Provider, the Option may be exercised following the Participant’s death within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of death (but in no event may the Option be exercised later than the expiration of the term of such Option as set forth in the Award Agreement), by the Participant’s designated beneficiary, provided such beneficiary has been designated prior to the Participant’s death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Participant, then such Option may be exercised by the personal representative of the Participant’s estate or by the person(s) to whom the Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12) months following the Participant’s death. Unless otherwise provided by the Administrator, if at the time of death, the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will immediately revert to the Plan. If the Option is not so exercised within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan.
(v) Tolling Expiration. A Participant’s Award Agreement may also provide that:
(1)if the exercise of the Option following the cessation of the Participant’s status as a Service Provider (other than upon the Participant’s death or Disability) would result in liability under Section 16(b), then the Option will terminate on the earlier of (A) the expiration of the term of the Option set forth in the Award Agreement, or (B) the tenth (10th) day after the last date on which such exercise would result in liability under Section 16(b); or
(2)if the exercise of the Option following the cessation of the Participant’s status as a Service Provider (other than upon the Participant’s death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the Securities Act, then the Option will terminate on the earlier of (A) the expiration of the term of the Option or (B) the expiration of a period of thirty (30) days after the cessation of the Participant’s status as a Service Provider during which the exercise of the Option would not be in violation of such registration requirements.
8.Restricted Stock.
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(a)Grant of Restricted Stock. Subject to the terms and conditions of the Plan, the Administrator, at any time and from time to time, may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.
(b)Restricted Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction (if any), the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine. Unless the Administrator determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions on such Shares have lapsed.
(c)Transferability. Except as provided in this Section 8 or as the Administrator determines, Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of any applicable Period of Restriction.
(d)Other Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may deem advisable or appropriate. The Administrator may set restrictions based upon continued employment or service, the achievement of specific performance objectives (Company-wide, departmental, divisional, business unit, or individual), applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion.
(e)Removal of Restrictions. Except as otherwise provided in this Section 8, Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan will be released from escrow as soon as practicable after the last day of any applicable Period of Restriction or at such other time as the Administrator may determine. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed.
(f)Voting Rights. During any applicable Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise.
(g)Return of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed will revert to the Company and, subject to Section 3, again will become available for grant under the Plan.
9. Restricted Stock Units.
(a)Grant. Subject to the terms and conditions of the Plan, the Administrator, at any time and from time to time, may grant Restricted Stock Units to Service Providers in such amounts as the Administrator, in its sole discretion, will determine. After the Administrator determines that it will grant Restricted Stock Units under the Plan, it will advise the Participant in an Award Agreement of the terms, conditions, and restrictions related to the grant, including the number of Restricted Stock Units.
(b)Vesting Criteria and Other Terms. The Administrator will set vesting criteria (if any) in its discretion, which, depending on the extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The Administrator may set vesting criteria based upon continued employment or service, the achievement of specific performance objectives (Company-wide, departmental, divisional, business unit, or individual goals (including, but not limited to, continued employment or service)), applicable federal or state securities laws or any other basis determined by the Administrator in its discretion.
(c)Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout as determined by the Administrator. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.
(d)Form and Timing of Payment. Payment of earned Restricted Stock Units will be made as soon as practicable at the time(s) determined by the Administrator and set forth in the Award Agreement. The Administrator, in its sole discretion, may settle earned Restricted Stock Units in cash, Shares, or a combination of both.
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(e)Cancellation. On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be forfeited to the Company and, subject to Section 3, again will become available for grant under the Plan.
10. Stock Appreciation Rights.
(a)Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be granted to Service Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion.
(b)Number of Shares. Subject to the terms and conditions of the Plan, the Administrator will have complete discretion to determine the number of Stock Appreciation Rights granted to any Service Provider.
(c)Exercise Price and Other Terms. The per Share exercise price for the Shares to be issued pursuant to exercise of a Stock Appreciation Right will be determined by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. Otherwise, the Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights granted under the Plan.
(d)Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify the exercise price, the term of the Stock Appreciation Right, the conditions of exercise (if any), and such other terms and conditions as the Administrator, in its sole discretion, will determine.
(e)Term and Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the date as determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 7(f) relating to exercise also will apply to Stock Appreciation Rights.
(f)Payment of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive payment from the Company in an amount determined as the product of:
(i) The difference between the Fair Market Value of a Share on the date of exercise over the exercise price; and
(ii) The number of Shares with respect to which the Stock Appreciation Right is exercised.
At the discretion of the Administrator, the payment upon exercise of a Stock Appreciation Right may be in cash, in Shares of equivalent value, or in some combination of both.
11. Performance Units and Performance Shares.
(a) Grant of Performance Units/Shares. Subject to the terms and conditions of the Plan, Performance Units and Performance Shares may be granted to Service Providers at any time and from time to time, as will be determined by the Administrator, in its sole discretion. Subject to the terms and conditions of the Plan, the Administrator will have complete discretion in determining the number of Performance Units and Performance Shares granted to each Participant.
(b) Value of Performance Units/Shares. Each Performance Unit will have an initial value that is established by the Administrator on or before the date of grant. Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant.
(c) Performance Objectives and Other Terms. The Administrator will set performance objectives or other vesting provisions (including, without limitation, continued status as a Service Provider) (if any) in its discretion which, depending on the extent to which they are met, will determine the number or value of Performance Units/Shares that will be paid out to the Service Providers. The time period during which the performance objectives or other vesting provisions must be met will be called the “Performance Period.” Each Award of Performance Units/Shares will be evidenced by an Award Agreement that will specify the Performance Period, and such other terms and conditions as the Administrator, in its sole discretion, will determine. The Administrator may set vesting criteria based upon continued employment or service, the achievement of specific performance objectives (Company-wide, departmental, divisional, business unit, or individual goals
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(including, but not limited to, continued employment or service)), applicable federal or state securities laws or any other basis determined by the Administrator in its discretion.
(d) Earning of Performance Units/Shares. After the applicable Performance Period has ended, the holder of Performance Units/Shares will be entitled to receive a payout of the number of Performance Units/Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance objectives or other vesting provisions have been achieved. After the grant of a Performance Unit/Share, the Administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting provisions for such Performance Unit/Share.
(e) Form and Timing of Payment of Performance Units/Shares. Payment of earned Performance Units/Shares will be made as soon as practicable after the expiration of the applicable Performance Period. The Administrator, in its sole discretion, may pay earned Performance Units/Shares in the form of cash, in Shares (which have an aggregate Fair Market Value equal to the value of the earned Performance Units/Shares at the close of the applicable Performance Period) or in a combination thereof.
(f)Cancellation of Performance Units/Shares. On the date set forth in the Award Agreement, all unearned or unvested Performance Units/Shares will be forfeited to the Company, and, subject to Section 3, again will be available for grant under the Plan.
12. Leaves of Absence/Transfer Between Locations. Unless the Administrator provides otherwise or as otherwise required by Applicable Laws, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence. A Participant will not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, or any of its Subsidiaries or Affiliates. For purposes of Incentive Stock Options, no such leave may exceed three (3) months, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then six (6) months following the first (1st) day of such leave any Incentive Stock Option held by the Participant will cease to be treated as an Incentive Stock Option and will be treated for tax purposes as a Nonstatutory Stock Option.
13.Transferability of Awards. Unless determined otherwise by the Administrator (and subject to the provisions of Section 6(a)), an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent and distribution, and may be exercised, during the lifetime of the Participant, only by the Participant. If the Administrator makes an Award transferable, such Award will contain such additional terms and conditions as the Administrator deems appropriate.
14.Adjustments; Dissolution or Liquidation; Merger or Change in Control.
(a)Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, reclassification, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs (other than any ordinary dividends or other ordinary distributions), the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will adjust the number and class of shares of stock that may be delivered under the Plan and/or the number, class, and price of shares of stock covered by each outstanding Award and the numerical Share limits in Section 3 of the Plan. Notwithstanding the preceding, the number of Shares subject to any Award always will be a whole number.
(b)Dissolution or Liquidation. In the event of a proposed dissolution or liquidation of the Company, the Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised (with respect to an Option or a Stock Appreciation Right) or vested (with respect to an Award other than an Option or a Stock Appreciation Right), an Award will terminate immediately prior to the consummation of such proposed action.
(c)Merger or Change in Control. In the event of a merger of the Company with or into another corporation or other entity or a Change in Control, each outstanding Award will be treated as the Administrator determines (subject to
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the provisions of the following paragraph) without a Participant’s consent, including, without limitation, that (i) Awards will be assumed, or substantially equivalent awards will be substituted, by the acquiring or succeeding corporation (or an affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices; (ii) upon written notice to a Participant, that the Participant’s Awards will terminate upon or immediately prior to the consummation of such merger or Change in Control; (iii) outstanding Awards will vest and become exercisable, realizable, or payable, or restrictions applicable to an Award will lapse, in whole or in part prior to or upon consummation of such merger or Change in Control, and, to the extent the Administrator determines, terminate upon or immediately prior to the effectiveness of such merger or Change in Control; (iv) (A) the termination of an Award in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise of such Award or realization of the Participant’s rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Administrator determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by the Company without payment), or (B) the replacement of such Award with other rights or property selected by the Administrator in its sole discretion; or (v) any combination of the foregoing. In taking any of the actions permitted under this Section 14(c), the Administrator will not be obligated to treat all Awards, all Awards held by a Participant, all Awards of the same type, or all portions of Awards, similarly.
In the event that the successor corporation does not assume or substitute for the Award (or portion thereof), the Participant will fully vest in and have the right to exercise the Participant’s outstanding Option and Stock Appreciation Right (or portion thereof) that is not assumed or substituted for, including Shares as to which such Award would not otherwise be vested or exercisable, all restrictions on Restricted Stock, Restricted Stock Units, Performance Shares and Performance Units (or portions thereof) not assumed or substituted for will lapse, and, with respect to such Awards with performance-based vesting (or portions thereof) not assumed or substituted for, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met, in each case, unless specifically provided otherwise by the Administrator or under the applicable Award Agreement or other written agreement authorized by the Administrator between the Participant and the Company or any of its Subsidiaries or Parents, as applicable. In addition, unless specifically provided otherwise by the Administrator or under the applicable Award Agreement or other written agreement authorized by the Administrator between the Participant and the Company or any of its Subsidiaries or Parents, as applicable, if an Option or Stock Appreciation Right (or portion thereof) is not assumed or substituted for in the event of a merger or Change in Control, the Administrator will notify the Participant in writing or electronically that such Option or Stock Appreciation Right (or its applicable portion) will be exercisable for a period of time determined by the Administrator in its sole discretion, and the Option or Stock Appreciation Right (or its applicable portion) will terminate upon the expiration of such period.
For the purposes of this Section 14(c), an Award will be considered assumed if, following the merger or Change in Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the merger or Change in Control, the consideration (whether stock, cash, or other securities or property) received in the merger or Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or Change in Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of an Option or Stock Appreciation Right or upon the payout of a Restricted Stock Unit, Performance Unit or Performance Share, for each Share subject to such Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the merger or Change in Control. For the avoidance of doubt, the Administrator may determine that, for purposes of this Section 14(c), the Company is the successor corporation with respect to some or all Awards.
Notwithstanding anything in this Section 14(c) to the contrary, and unless otherwise provided by the Administrator or under an Award Agreement or other written agreement authorized by the Administrator between the Participant and the Company or any of its Subsidiaries, Affiliates or Parents, as applicable, an Award that vests, is earned or paid-out upon the satisfaction of one or more performance goals will not be considered assumed if the Company or its successor modifies any of such performance goals without the Participant’s consent; provided, however, a modification to such performance goals only to reflect the successor corporation’s post-Change in Control corporate structure will not be deemed to invalidate an otherwise valid Award assumption.
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Notwithstanding anything in this Section 14(c) to the contrary, if a payment under an Award Agreement is subject to Section 409A and if the change in control definition contained in the Award Agreement or other written agreement related to the Award does not comply with the definition of “change in control” for purposes of a distribution under Section 409A, then any payment of an amount that otherwise is accelerated under this Section will be delayed until the earliest time that such payment would be permissible under Section 409A without triggering any penalties applicable under Section 409A.
(d)Outside Director Awards in Connection with Change in Control. With respect to Awards granted to an Outside Director while such individual was an Outside Director, in the event of a Change in Control, the Outside Director will fully vest in and have the right to exercise Options and/or Stock Appreciation Rights as to all of the Shares underlying such Award, including those Shares which would not otherwise be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse, and, with respect to Awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met, in each case, unless specifically provided otherwise by the Administrator or under the applicable Award Agreement or other written agreement authorized by the Administrator between the Participant and the Company or any of its Subsidiaries, Affiliates or Parents, as applicable.
15.Tax.
(a)Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof) or such earlier time as any tax withholding obligations are due, the Company (or any of its Subsidiaries, Parents or Affiliates employing or retaining the services of a Participant, as applicable) will have the power and the right to deduct or withhold, or require a Participant to remit to the Company (or any of its Subsidiaries, Parents or Affiliates, as applicable), an amount sufficient to satisfy U.S. federal, state, and local, non-U.S., and other taxes (including the Participant’s FICA obligation) required to be withheld with respect to such Award (or exercise thereof).
(b)Withholding Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, in whole or in part by (without limitation) (i) paying cash, check or other cash equivalents; (ii) electing to have the Company withhold otherwise deliverable cash or Shares having a fair market value equal to the minimum statutory amount required to be withheld or such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion; (iii) delivering to the Company already-owned Shares having a fair market value equal to the statutory amount required to be withheld or such greater amount as the Administrator may determine, in each case, provided the delivery of such Shares will not result in any adverse accounting consequences, as the Administrator determines in its sole discretion; (iv) selling a sufficient number of Shares otherwise deliverable to the Participant through such means as the Administrator may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld or such greater amount as the Administrator may determine, in each case, provided the delivery of such Shares will not result in any adverse accounting consequences, as the Administrator determines in its sole discretion; (v) such other consideration and method of payment for the meeting of tax withholding obligations as the Administrator may determine to the extent permitted by Applicable Laws; or (vi) any combination of the foregoing methods of payment. The withholding amount will be deemed to include any amount which the Administrator agrees may be withheld at the time the election is made, not to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable to the Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined or such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion. The fair market value of the Shares to be withheld or delivered will be determined as of the date that the taxes are required to be withheld.
(c)Compliance With Section 409A. Awards will be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of Section 409A such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Section 409A, except as otherwise determined in the sole discretion of the Administrator. Each payment or benefit under this Plan and under each Award Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. The Plan, each Award and each Award Agreement under the Plan is intended to be exempt from or otherwise meet the requirements of Section 409A and will be construed and interpreted including but not limited with respect to ambiguities and/or ambiguous terms, in accordance with such intent, in accordance with such intent, except as otherwise specifically determined in the sole discretion of the Administrator. To the extent that an Award or payment, or the settlement or deferral
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thereof, is subject to Section 409A the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of Section 409A, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Section 409A. In no event will the Company or any of its Subsidiaries or Parents have any responsibility, obligation or liability under the terms of this Plan to reimburse, indemnify, or hold harmless any Participant or any other person in respect of Awards, for any taxes, interest or penalties imposed, or other costs incurred, as a result of Section 409A.
16.No Effect on Employment or Service. Neither the Plan nor any Award will confer upon a Participant any right with respect to continuing the Participant’s relationship as a Service Provider, nor interfere in any way with the Participant’s right or the right of the Company and its Subsidiaries, Affiliates or Parents, as applicable, to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable Laws.
17.Date of Grant. The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator. Notice of the determination will be provided to each Participant within a reasonable time after the date of such grant.
18.Term of Plan. Subject to Section 23 of the Plan, the Plan was established effective as of June 12, 2024 (the “Effective Date”), the date of its original approval by the Company’s stockholders, and was amended and restated as of June 18, 2025 and June [__], 2026. It will continue in effect for a term of ten (10) years from the date of the initial Board (or its designated Committee) action to adopt the Plan unless terminated earlier under Section 19 of the Plan.
19.Amendment and Termination of the Plan.
(a)Amendment and Termination. The Administrator may at any time amend, alter, suspend or terminate the Plan.
(b)Stockholder Approval. The Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.
(c)Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan will materially impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Termination of the Plan will not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.
20.Conditions Upon Issuance of Shares.
(a)Legal Compliance. Shares will not be issued pursuant to an Award, including without limitation upon exercise or vesting thereof, as applicable, unless the issuance and delivery of such Shares and exercise or vesting of the Award, as applicable, will comply with Applicable Laws. If required by the Administrator, issuance will be further subject to the approval of counsel for the Company with respect to such compliance. If the Company determines it to be impossible or impractical to obtain authority from any regulatory body having jurisdiction or to complete or comply with the requirements of any Applicable Laws, registration or other qualification of the Shares under any state, federal or foreign law or under the rules and regulations of the U.S. Securities and Exchange Commission, the stock or share exchange on which Shares of the same class are then listed, or any other governmental or regulatory body, which authority, registration, qualification or rule compliance is deemed by the Company’s counsel to be necessary or advisable for the issuance and sale of any Shares hereunder, the Company will be relieved of any liability regarding the failure to issue or sell such Shares as to which such authority, registration, qualification or rule compliance was not obtained and the Administrator reserves the authority, without the consent of a Participant, to terminate or cancel Awards with or without consideration in such a situation.
(b)Investment Representations. As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.
Appendix B - 15
Table of Contents
21.Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction or to complete or comply with the requirements of any registration or other qualification of the Shares under any U.S. state or federal law or non-U.S. law or under the rules and regulations of the Securities and Exchange Commission, the stock exchange on which Shares of the same class are then listed, or any other governmental or regulatory body, which authority, registration, qualification or rule compliance is deemed by the Company’s counsel to be necessary or advisable for the issuance and sale of any Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority, registration, qualification or rule compliance will not have been obtained.
22.Forfeiture Events. The Administrator may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award will be subject to reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Notwithstanding any provisions to the contrary under this Plan, each Award granted under the Plan will be subject to reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition under the Company’s clawback policy in effect as of the date such Award is granted or any other clawback policy of the Company as may be established and/or amended from time to time to comply with Applicable Laws (including, without limitation, pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other Applicable Laws) (in each case, a “Clawback Policy”). The Administrator may require a Participant to forfeit, return, or reimburse the Company all or a portion of the Award and any amounts paid thereunder pursuant to the terms of any applicable Clawback Policy or as necessary or appropriate to comply with Applicable Laws. Unless this Section 22 specifically is mentioned and waived in an Award Agreement or other document, no recovery of compensation under a Clawback Policy or otherwise will constitute an event that triggers or contributes to any right of a Participant to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company or any Parent, Affiliates or Subsidiary of the Company.
Appendix B - 16
FAQ
When is eHealth (EHTH) holding its 2026 annual stockholder meeting?
eHealth will hold its 2026 annual stockholder meeting on June 18, 2026 at 9:00 a.m. Eastern Time. The meeting will be entirely virtual via live webcast at www.virtualshareholdermeeting.com/EHTH2026, and all stockholders of record as of April 20, 2026 may attend and vote.
What key proposals are EHTH stockholders voting on at the 2026 meeting?
Stockholders will vote on electing two Class II directors, ratifying Ernst & Young LLP, an advisory Say‑on‑Pay vote, and increasing shares under the 2024 Equity Incentive Plan by 1,300,000. The Board recommends voting “FOR” all four proposals presented in the proxy statement.
How did eHealth (EHTH) perform financially in fiscal 2025?
In 2025, eHealth generated total revenue of $554.0 million, up from $532.4 million in 2024. GAAP net income increased to $40.0 million from $10.1 million, and adjusted EBITDA rose to $97.3 million from $69.3 million, while operating cash flow was negative $25.3 million.
What is changing in eHealth’s 2024 Equity Incentive Plan for EHTH?
The company seeks approval to add 1,300,000 shares of common stock to the 2024 Equity Plan, about 4.1% of fully diluted shares. Management expects this incremental pool to support equity awards through the 2027 annual grant cycle, emphasizing disciplined burn rates and governance features.
How is eHealth (EHTH) aligning 2026 executive pay with performance?
For 2026, the annual bonus plan will focus on Operating Cash Flow, Total Revenue and adjusted EBITDA. Strategic objectives were removed, increasing emphasis on quantitative financial performance. If Operating Cash Flow does not reach a $(10) million threshold, bonuses are capped at 100% of target overall.
What strategic and technology initiatives did eHealth (EHTH) highlight for 2025?
eHealth emphasized consumer retention, AI and digital leadership, and diversification beyond core Medicare Advantage. It launched an AI-powered voice agent in early 2025 across several client-facing uses, expanded hospital indemnity and Medicare Supplement sales, and reported improved Medicare Advantage LTV‑to‑CAC ratios.