DEF 14A of eHealth, Inc., Apr 26, 2024

DEF 14A of eHealth, Inc.

Filed Apr 26, 2024 · FY20230001333493-24-000066

Open on EDGAR

  1. Is cumulative voting permitted for the election of directors?

    Is cumulative voting permitted for the election of directors? No. Neither our charter nor our bylaws permit cumulative voting at any election of directors.

  2. Our Board of Directors

    Our Board of Directors Our Board of Directors currently consists of eight directors. Our certificate of incorporation provides for a classified Board of Directors consisting of three classes of directors, each serving staggered three-year terms. As a result, a portion of our Board of Directors is elected each year. The following table provides certain information regarding each of our directors as of April 26, 2024.

  3. Our Board of Directors

    | Name | Class | Independent | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | Government and Regulatory Affairs Committee | | Andrea C. Brimmer | II | Yes | | Member | Chair | | | Beth A. Brooke † | II | Yes | Chair | | | Member | | A. John Hass, III | I | Yes | | Member | | Chair | | Erin L. Russell † | III | Yes | Member | Chair | | | | Francis S. Soistman | I | No | | | | | | Cesar M. Soriano | III | Yes | | Member | | | | Aaron C. Tolson | I | Yes | | Member | Member | Member | | Dale B. Wolf † ‡ | III | Yes | Member | | Member | |

  4. Our Board of Directors

    –––––––––––––– † Financial Expert ‡ Chairperson of the Board of Directors

  5. Nominees for Class III Directors

    Nominees for Class III Directors This section provides information as of the date of this proxy statement about each of our nominees for director. The information presented includes information each nominee has given us about the nominee’s 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. We also describe the specific qualifications of each of our nominees that contribute to the Board of Directors’ effectiveness as a whole. We believe that each of our nominees possesses integrity, honesty, sound judgment, high ethical standards and a commitment of service to us. The names of the nominees for Class III directors and certain biographical information about them as of the date of this proxy statement are set forth below:

  6. Nominees for Class III Directors

    | Name | Age | Position and Office Held with the Company | Director Since | | Erin L. Russell(1) | 50 | Director | 2021 | | Cesar M. Soriano(2) | 56 | Director | 2021 | | Dale B. Wolf(3) | 70 | Chairperson of the Board | 2019 |

  7. Nominees for Class III Directors

    –––––––––––––– (1)Ms. Russell serves as Chairperson of the Compensation Committee and as a member of the Audit Committee and Equity Incentive Committee of our Board of Directors. (2)Mr. Soriano serves as a member of the Compensation Committee of our Board of Directors. (3)Mr. Wolf serves as Chairperson of our Board of Directors and as a member of the Audit Committee and the Nominating and Corporate Governance Committee of our Board of Directors Erin L. Russell. Director. 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, and 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. Previously, Ms. Russell served as an industry advisor of Starboard Value Acquisition Corporation, a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, from August 2020 until August 2021. She was also a principal 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 boards of McIntire School of Commerce and 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 of Directors 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. Cesar M. Soriano. Director. 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 executive 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, 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 of Directors 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. Chairperson of the Board. Dale Wolf has served as a director since August 2019 and as Chairperson of our Board of Directors since September 2021. 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 serves as chairman of the board of directors of Molina Healthcare, Inc. and as a member of the board of directors of AdaptHealth Corp. Mr. Wolf brings to our Board of Directors extensive knowledge of the managed care and health insurance industry and expertise in executive management, business and financial strategies.

  8. Continuing Directors

    Continuing Directors This section provides information as of the date of this proxy statement about our directors who will not be standing for election at the Annual Meeting but who will continue to serve until their terms expire at the annual meetings to be held in the years set forth below. The information presented includes information each 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. We also describe the specific qualifications of each of our directors that contribute to the Board of Directors’ effectiveness as a whole. We believe that all of our directors possess integrity, honesty, sound judgment, high ethical standards and a commitment of service to us.

  9. Continuing Directors

    | Name | Age | Class | Position and Office Held with the Company | Year Term Expires | | Andrea C. Brimmer(1) | 58 | II | Director | 2026 | | Beth A. Brooke(2) | 64 | II | Director | 2026 | | A. John Hass, III(3) | 58 | I | Director | 2025 | | Francis S. Soistman(4) | 67 | I | Chief Executive Officer and Director | 2025 | | Aaron C. Tolson(5) | 46 | I | Director | 2025 |

  10. Continuing Directors

    –––––––––––––– (1)Ms. Brimmer serves as Chairperson of the Nominating and Corporate Governance Committee and as a member of the Compensation Committee of our Board of Directors. (2)Ms. Brooke serves as Chairperson of the Audit Committee and as a member of the Government and Regulatory Affairs Committee of our Board of Directors. (3)Mr. Hass serves as Chairperson of the Government and Regulatory Affairs Committee and as a member of the Compensation Committee of our Board of Directors. (4)Mr. Soistman serves as a member of the Equity Incentive Committee of our Board of Directors. (5)Mr. Tolson serves as a member of the Compensation Committee, the Nominating and Corporate Governance Committee and the Government and Regulatory Affairs Committee of our Board of Directors. Andrea C. Brimmer. Director. Andrea Brimmer has served as a director since December 2018. Ms. Brimmer has served as enterprise chief marketing and public relations officer of Ally Financial Inc., a leading digital financial services company, since May 2015. Ms. Brimmer served as chief marketing officer of Ally Auto from 2010 to January 2015 and as marketing executive from 2007 to 2010. From 1988 to 2007, Ms. Brimmer held various marketing, business development and public relations positions at an advertising agency, Campbell-Ewald Advertising, including as executive vice president and account director. Ms. Brimmer holds a B.A. in advertising from Michigan State University. Ms. Brimmer brings to our Board of Directors her expertise in marketing, public relations and business development acquired in the course of serving as the chief marketing officer of a leading digital financial services company and as an executive at an advertising agency. Beth A. Brooke. Director. Beth Brooke has served as a director since August 2019. In addition, Ms. Brooke serves as a member of the board of directors of the New York Times Company and on the private company board of SHEEX. 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. She holds a B.S. in industrial management/computer science with highest distinction from Purdue University, where she played intercollegiate basketball, and is a certified public accountant. Ms. Brooke brings to our Board of Directors 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 graduated from Purdue University in 1981, earning with Highest Distinction a B.S. in Industrial Management/Computer Science. She has received Honorary Doctorates from Purdue, Babson College and Indiana University. She is a Fellow in the Life Management Institute and a Certified Public Accountant, licensed in Indiana, the District of Columbia and New York (inactive). A. John Hass, III. Director. John Hass has served as a director since March 2021. 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 supervisory board of Babbel GmbH and on the board of directors of ARC Clean Technology, Inc. and The University of Chicago Laboratory Schools, serves as member of the Photography Committee of the Art Institute of Chicago and serves as a trustee of The Museum of Contemporary Photography. Mr. Hass received his B.S. in Finance from the University of Illinois at Urbana-Champaign. Mr. Hass brings to our Board of Directors 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. Francis S. Soistman. Director and Chief Executive Officer. Fran Soistman has served as our Chief Executive Officer and member of our Board of Directors since November 2021. 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 health care 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. Aaron C. Tolson. Director. Aaron Tolson has served as a director since August 2021. Mr. Tolson has served as a principal and managing director of H.I.G. Capital, an alternative asset manager, since April 2014. Mr. Tolson also serves on the private company boards of General Datatech L.P., Buck Global LLC, Lionbridge Technologies, Inc., Badger Maps, Inc., Mainline Information Systems LLC and Recorded Books, Inc. Prior to joining H.I.G. Capital, Mr. Tolson was an investment professional at the private equity firms Summit Partners and American Securities. Mr. Tolson was also previously the co-founder and chief executive officer of a mobile enterprise software company. Mr. Tolson holds a B.S. in systems engineering from the U.S. Military Academy at West Point and an M.B.A. from the Stanford Graduate School of Business. Mr. Tolson brings to our Board of Directors extensive experience as a private equity investor, focusing on investments in technology and business services.

  11. Non-Employee Director Compensation Program

    Non-Employee Director Compensation Program Cash Compensation Employee directors of the Company are not paid any fees for serving as members of the Board. Non-employee director compensation is discussed in this section. For their service in 2023, our non-employee directors were entitled to receive cash compensation in accordance with the amounts set forth in the table below. Our non-employee directors receive no compensation on a per-meeting basis, but are entitled to reimbursement of business, travel and related expenses incurred in connection with their attendance at Board of Directors and committee meetings. Annual cash retainers are paid on a quarterly basis prospectively.

  12. Non-Employee Director Compensation Program

    | Board of Directors Cash Compensation | Fees ($) | | Non-Employee Board Member Annual Retainer | 50,000 | | 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 | 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 | 5,000 |

  13. Non-Employee Director Compensation Program

    Equity Compensation Pursuant to our Amended and Restated 2014 Equity Incentive Plan (the “2014 Equity Plan”), our Board of Directors approved a program of automatic equity award grants for non-employee directors on the terms specified below: •Initial Equity Grants. Each non-employee director who first becomes a member of our Board of Directors 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 $200,000, 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. The RSUs vest annually over four years from the date of grant, in each case subject to the director’s continued service with us through the applicable vesting date. 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. •Annual Equity Grants. Each non-employee director continuing service on our Board of Directors will also receive, on the first trading day immediately following the date of each annual stockholders’ meeting, an annual grant of RSUs with a value of $200,000, 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. 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 date. 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 the initial grant and an annual grant in the same calendar year. •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). 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 us. 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 expense. 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. 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. Our Compensation Committee works with its compensation consultant 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 of Directors takes this information into account in setting the levels of director compensation.

  14. 2023 Non-Employee Director Compensation

    2023 Non-Employee Director Compensation The following table summarizes compensation that our non-employee directors earned during 2023 for service on our Board of Directors and any applicable committee(s) thereof:

  15. 2023 Non-Employee Director Compensation

    | Name | Fees Earned in Cash ($) | Stock Awards ($)(1) | Total ($) | | Andrea C. Brimmer(2) | 67,500 | 224,170 | 291,670 | | Beth A. Brooke(3) | 75,000 | 224,170 | 299,170 | | A. John Hass, III(4) | 62,500 | 224,170 | 286,670 | | Randall S. Livingston(5) | 40,000 | — | 40,000 | | Erin L. Russell(6) | 60,000 | 224,170 | 284,170 | | Cesar M. Soriano(7) | 57,500 | 224,170 | 281,670 | | Aaron C. Tolson(8) | — | — | — | | Dale B. Wolf(9) | 110,000 | 224,170 | 334,170 |

  16. 2023 Non-Employee Director Compensation

    –––––––––––––– (1)Amounts shown do not reflect compensation actually received. Amounts shown reflect the grant date fair value of the RSUs granted in 2023, 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, 2023. The amounts reflected in this table are more than $200,000 due to using a 20-day volume-weighted average trading price prior to the date of grant to convert the dollar value into a number of RSUs that are subject to the award. (2)Ms. Brimmer earned $50,000 as a non-employee member of the Board of Directors, $7,500 for her position as a member of the Compensation Committee and $10,000 for her position as Chairperson of the Nominating and Corporate Governance Committee. (3)Ms. Brooke earned $50,000 as a non-employee member of the Board of Directors, $5,000 for her position as a member of the Audit Committee, $12,500 for her position as Chairperson of the Audit Committee, $5,000 for her position as Chairperson of Government and Regulatory Affairs Committee and $2,500 for her position as a member of the Government and Regulatory Affairs Committee. (4)Mr. Hass earned $50,000 as a non-employee member of the Board of Directors, $7,500 for his position as a member of the Compensation Committee and $5,000 for his position as Chairperson of the Government and Regulatory Affairs Committee. (5)Mr. Livingston earned $25,000 as a non-employee member of the Board of Directors, $2,500 for his position as a member of the Government and Regulatory Affairs Committee and $12,500 for his position as Chairperson of Audit Committee. Mr. Livingston’s term as a member of the Board of Directors expired on June 14, 2023. (6)Ms. Russell earned $50,000 as a non-employee member of the Board of Directors and $10,000 for her position as a member of the Audit Committee. (7)Mr. Soriano earned $50,000 as a non-employee member of the Board of Directors and $7,500 for his position as a member of the Compensation Committee. (8)Mr. Tolson waived his cash and equity compensation for his service as a non-employee member of the Board of Directors until further notice to the Company. (9)Mr. Wolf earned $50,000 as a non-employee member of the Board of Directors, $50,000 for his position as Chairperson of the Board of Directors, $5,000 for his position as a member of the Nominating and Corporate Governance Committee and $5,000 for his position as a member of the Audit Committee. All of our current non-employee directors have received RSUs under the 2014 Equity Plan in connection with their service as members of our Board of Directors, other than Mr. Tolson. The table below summarizes the outstanding unvested RSUs held by our non-employee directors as of December 31, 2023. Certain of our directors have elected to defer settlement of vested RSUs pursuant to the terms of a deferral election.

  17. 2023 Non-Employee Director Compensation

    | | | | 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, 2023 | | Andrea C. Brimmer(1) | 6/14/2023 | RSUs(2) | 24,446 | 12,223 | | Beth A. Brooke | 6/14/2023 | RSUs(2) | 24,446 | 12,223 | | A. John Hass, III(3) | 3/10/2021 6/14/2023 | RSUs(4) RSUs(2) | 3,553 24,446 | 1,776 12,223 | | Erin L. Russell | 7/21/2021 6/14/2023 | RSUs(4) RSUs(2) | 3,374 24,446 | 1,687 12,223 | | Cesar M. Soriano | 5/6/2021 6/14/2023 | RSUs(4) RSUs(2) | 2,876 24,446 | 1,438 12,223 | | Aaron C. Tolson(5) | — | — | — | — | | Dale B. Wolf | 6/14/2023 | RSUs(2) | 24,446 | 12,223 |

  18. 2023 Non-Employee Director Compensation

    –––––––––––––– (1)Ms. Brimmer elected to defer settlement of vested RSUs granted in 2023 pursuant to the terms of a deferral election. 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 but does include 18,334 shares of vested RSUs granted in June 2023 which are subject to the same deferral. (2)RSUs vest in four equal quarterly installments. However, any shares that remain unvested on the day immediately prior to the date of our next annual stockholder meeting will vest in full on such date, subject to the individual’s continued service through such vesting date. (3)Mr. Hass elected to defer settlement of vested RSUs granted in 2023 pursuant to the terms of a deferral election. Number of RSUs includes 18,334 shares of vested RSUs that have been deferred pursuant to the terms of a deferral election. (4)RSUs vest in four equal annual installments. (5)Mr. Tolson waived his cash and equity compensation for his service as a non-employee member of the Board of Directors until further notice to the Company.

  19. Third Party Compensation of Directors

    Third Party Compensation of Directors 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.

  20. Consideration of Director Nominees

    Consideration of Director Nominees Stockholder Recommendations and Nominations. The policy of our Board of Directors 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 of Directors has established the following procedures by which these stockholders may submit recommendations regarding director candidates: •To recommend a candidate for election to the Board of Directors, 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. 13620 Ranch Road 620 N Suite A250 Austin, TX 78717 •The stockholder’s notice is required to set forth the following information: •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 of Directors 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 of Directors 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 of Directors 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 of Directors from time to time the appropriate qualities, skills and attributes required of members of our Board of Directors in the context of the current make-up of our Board of Directors. 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 of Directors and the needs of the Board of Directors 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 of Directors and Nominating and Corporate Governance Committee review and assess the continued relevance of and emphasis on these factors as part of the Board of Directors’ 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 of Directors that can appropriately support and oversee the Company’s activities. Our Board of Directors 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 of Directors has added two women directors, including one who is a member of the LGBT+ community, as well as one director who self-identifies as Asian and Hispanic. 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 of Directors and candidates for filling vacancies on our Board of Directors. 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 of Directors membership criteria described above, based on all relevant information and materials available to the Nominating and Corporate Governance Committee. This includes information and materials provided by stockholders recommending director candidates, professional search firms and other parties. Stockholder Communication with Directors. The Board of Directors believes that stockholders should have an opportunity to communicate with the Board of Directors. Any communication from a stockholder to the Board of Directors 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 of Directors and us. Summaries of appropriate communications will be provided to the Board of Directors at each regularly scheduled meeting of the Board of Directors. The Board of Directors 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 of Directors 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”).

  21. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  22. Our Multi-Year Transformation Plan

    –––––––––––––– * Adjusted EBITDA was calculated by excluding 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, amortization of intangible assets, 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. A reconciliation between GAAP net income (loss) attributable to common stockholders and adjusted EBITDA is included in Appendix A to this proxy statement. To help execute our Transformation Plan, we implemented significant leadership changes in 2022 and 2023 as our new Chief Executive Officer Mr. Soistman reconstituted our senior leadership team. In fact, seven of the eleven members of our current senior management team were recruited to join the Company in 2022 or 2023, and all of our current Named Executive Officers (other than Mr. Soistman) were hired in 2022. Recognizing the need to attract and retain key members of our new senior management team in a highly competitive labor market, our executive compensation program was also adjusted by the Compensation Committee as the Company executed the Transformation Plan. For the 2022 executive compensation program, the Compensation Committee temporarily eliminated performance-based restricted stock unit (“PSUs”) awards, which in the past focused on performance of the stock price and adjusted EBITDA. Instead, the Compensation Committee primarily awarded RSUs, other than with respect to two newly hired executive officers, Messrs. Rariy and Stelben, who in connection with their employment received a mix of RSUs and PSUs based on stock price targets. The annual bonus program for Fiscal Year 2022 also introduced as a new performance metric a group of short-term objectives aligned with the Company’s Transformation Plan. In late 2022, the Compensation Committee reintroduced PSUs to our Chief Executive Officer’s compensation with eligibility to vest based on the Company’s Operating Cash Outflow for Fiscal Year 2022. In March 2023, as the Company worked towards returning to Medicare enrollment and revenue growth on improved operational and cost foundation, the Compensation Committee broadly reintroduced PSUs using Operating Cash Outflow as the performance metric and maintained the same short-term incentives focused on adjusted EBITDA, revenue and strategic priorities goals. As the Company continues to work towards achieving profitability and strong future growth in 2024 and beyond, the 2024 executive compensation program was further modified to reflect the end of the Transformation Plan and to continue to further align our executives’ compensation with performance and achievement of our financial and operational goals. A brief overview of our executive compensation program and how it has evolved each year during the execution of the Transformation Plan is summarized in the table below:

  23. Our Multi-Year Transformation Plan

    | Executive Equity Compensation | 2022 | 2023 | 2024 | | Ongoing Grant Mix | •CEO: 67% RSUs, 33% PSUs •Others: 100% RSUs | •CEO: 58% RSUs, 42% PSUs •Others:75% RSUs, 25% PSUs | •CEO: 50% RSUs, 50% PSUs •Others: 65% RSUs, 35% PSUs | | PSU Performance Metrics | •New Hire: Stock Price Hurdles •Ongoing: N/A •CEO: Operating Cash Outflow (1-year period) | •New Hire: N/A •Ongoing: 100% Operating Cash Outflow (1-year period) | •New Hire: N/A •Ongoing: 100% EBITDA Margin (2-year period) | | PSU Vesting Terms | •CEO: 1-year performance period, followed by 1-year time-vest •Others: N/A | •All: 1-year performance period, followed by 1-year time-vest | •All: 2-year performance period, followed by 1-year time-vest | | RSU Vesting Terms | •All: 4-years vesting quarterly | •CEO: 2-years vesting quarterly •Others: 4-years vesting quarterly | •All: 3-years vesting annually | | Executive Annual Bonus Compensation | 2022 | 2023 | 2024 | | Performance Metrics (Weighting) | •Adjusted EBITDA (60%) •Total Revenue (20%) •FY 22 Priorities (20%) | •Adjusted EBITDA (60%) •Total Revenue (20%) •FY 23 Priorities (20%) | •Operating Cash Flow (40%) •Adjusted EBITDA (20%) •Total Revenue (20%) •FY 24 Priorities (20%) | | Maximum Potential Payout | 180% | 180% | 200% | | Actual Payout | 100% | 150% | N/A |

  24. Our 2023 Executive Compensation Program Highlights

    | FY 2023 Bonus Program | | | | | | | | | | Metric | Threshold | Maximum | Target Maximum % Payout Curve | Weighting | Target Maximum Weighted Payout % | 2023 Results | 2023 Actual % Payout Curve | Weighted Payout % Prior to Adjustment(1) | | Adjusted EBITDA(2) | ($15.0M) | $15.0M | 200% | 60% | 120% | $14.06M | 195% | 117% | | Revenue | $420.0M | $440.0M | 150% | 20% | 30% | $452.9M | 150% | 30% | | FY23 Priorities | 2 of 4 | 4 of 4 | 150% | 20% | 30% | 3 of 4 | 100% | 20% | | Total | | | | 100% | 180% | | | 167% |

  25. Our 2023 Executive Compensation Program Highlights

    | FY 2023 Equity Awards | | | | | | | | | | RSUs (Weighted 75% for NEOs and 58% for CEO) | | PSUs (Weighted 25% for NEOs and 42% for CEO): 1-year performance measurement period followed by a 1-year service-vest period | | | | | | | | NEO Vesting Terms | CEO Vesting Terms | | Metric | Threshold | Max | Target Maximum % Payout Curve | 2023 Results | 2023 Payout | | Vesting quarterly over a 4-year period | Vesting quarterly over a 2-year period | | Operating Cash Outflow | ($30M) | ($15M) | 100% | ($6.5M) | 100% |

  26. Our 2023 Executive Compensation Program Highlights

    •For our executive bonus program for the fiscal year ended December 31, 2023 (the “2023 Bonus Program”), we continued to focus on adjusted EBITDA (60% weighting), total revenue (20% weighting) and annual strategic operational priorities (20% weighting). Consistent with the 2022 annual bonus program, the maximum bonus payout participants could receive under our 2023 Bonus Program was 180% of the participant’s target payout. •With respect to long-term incentives, the Compensation Committee reintroduced PSUs for our senior management team with the goal of motivating our executives to drive performance and to execute on our multi-year transformation initiatives. Based on grant date fair value, approximately 42% of our Chief Executive Officer’s 2023 equity grants were PSUs (as discussed further below), while the mix for our other Named Executive Officers was 25% PSUs and 75% RSUs. The goals approved by the Compensation Committee for Fiscal Year 2023 PSUs incorporated our emphasis on improving our Operating Cash Outflow, and any shares subject to such PSUs which became eligible to vest based on achievement of the performance goals are scheduled to vest at the end of 2024, subject to continued service of the eligible participants through the vesting date. •Our Chief Executive Officer’s base salary remained unchanged in 2023.

  27. 2023 Advisory Say-on-Pay Vote Results and Shareholder Engagement

    2023 Advisory Say-on-Pay Vote Results and Shareholder Engagement We believe that long-term stockholder value is supported by ongoing dialogue with our stockholders and the broader investment community. Accordingly, we have developed an extensive stockholder engagement practice, including quarterly engagement with top stockholders and institutional investors that express interest in meeting with us. We believe these meetings ensure that management, our Board of Directors and our Compensation Committee are aware of our stockholders’ priorities and are able to address them as appropriate. At our 2023 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 2023 advisory Say-on-Pay proposal was approved by approximately 76.4% of votes cast at the meeting, which was a decline from approximately 78.4% in 2022. We gave thoughtful consideration to this development, and subsequently sought feedback from our stockholders specifically regarding their perspectives on our executive compensation program and governance matters. During 2023, we met with stockholders representing approximately 45% of our outstanding common stock as of September 30, 2023 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. Tolson, the director nominated by H.I.G., also serves as a member of our Compensation Committee. Internal participants in these meetings included our Senior Vice President of Strategy & Investor Relations, Kate Sidorovich. Our Chief Executive Officer, Fran Soistman and Chief Financial Officer, John Stelben also participated in several of the stockholder feedback calls. The key area of stockholder feedback with respect to our 2023 executive compensation program was on more effectively tying executive pay to performance. As noted above, in setting the target compensation for our executive officers in 2023, our Compensation Committee has revised our executive compensation program to broadly reintroduce performance-based equity awards for our senior management team, including our Named Executive Officers. In addition, in response to investor feedback, we adopted, for all eligible employees, a three-year vesting term for RSUs, which provides for annual vesting in three-equal installments. Additionally, PSUs granted in 2024 measure performance over a two-year period.

  28. 2023 Advisory Say-on-Pay Vote Results and Shareholder Engagement

    | | What We Heard | What We Did | | Compensation | Would like to see more PSUs for stock-based equity compensation. | 2024 CEO equity awards are weighted 50%/50% between RSUs and PSUs and annual grants to the other Named Executive Officers are weighted 65%/35% between RSUs and PSUs (other than Ms. Barbeau whose 2024 annual grant was made 100% in the form of PSUs due to an earlier RSU grant awarded in connection with her promotion to Chief Revenue Officer from Chief Marketing Officer). This compares to 2023 RSU and PSU awards made to CEO weighted 58%/42% and to the other Named Executive Officers weighted 75%/25%, RSUs and PSUs, respectively. We intend to continue to increase the weighting of PSUs in our Named Executive Officers equity awards in future years. | | | For RSUs, vesting period longer than 2 years is preferable. 3 years was suggested. | 2024 RSU awards vest over 3 years on an annual basis. This compares to RSUs granted in 2023 to our CEO with a 2-year vesting period and to the other Named Executive Officers with a 4-year vesting period. | | | For PSUs, longer-term performance metrics are preferable vs. a 1-year performance measurement period | 2024 PSU awards measure performance over 2 years (FY 2024-2025) with a 1-year service-vesting period for PSUs that become eligible to vest based on achievement of performance goal(s). This compares to 2023 PSUs with 1-year performance measurement period, followed by a 1-year service-vesting period. | | Governance | Would like to see more comprehensive overview of Board competencies | We are enhancing our internal process in order to provide a skills matrix in next year’s proxy statement | | | Would like to see more comprehensive overview of Board assessment process | We have provided an overview of Board self-assessment process under “Board Self-Assessment and Board Composition Assessment Processes” |

  29. Fiscal 2024 Compensation Program Framework

    | FY 2024 Bonus Program Design | | | | | | | Metric | Threshold | Maximum | Target Maximum % Payout Curve | Weighting | Target Maximum Weighted Payout % | | Operating Cash Flow(1) | ($15M) | $0 | 200% | 40% | 80% | | Adjusted EBITDA(2) | ($5.0M) | $20.0M | 200% | 20% | 40% | | Total Revenue | $450.0M | $475.0M | 200% | 20% | 40% | | FY24 Priorities | 2 of 4 | 4 of 4 | 200% | 20% | 40% | | Total | | | | 100% | 200% |

  30. Fiscal 2024 Compensation Program Framework

    | FY 2024 Equity Awards | | | | | | | | RSUs (Weighted 65% for NEOs and 50% for CEO) | | PSUs (Weighted 35% for NEOs and 50% for CEO): 2-year performance measurement period followed by a 1-year service-vest period | | | | | | NEO Vesting Terms | CEO Vesting Terms | | Metric | Threshold | Max | Target Maximum % Payout Curve | | Vesting quarterly over a 3-year period | | | Adjusted EBITDA Margin | 7% | 10% | 200% |

  31. Fiscal 2024 Compensation Program Framework

    •The 2024 annual bonus program (the “2024 Bonus Program”) broadens focus from adjusted EBITDA (20% weighting) by introducing the Company’s Operating Cash Flow (as defined above) as a new performance metric (40% weighting), while maintaining total revenue (20% weighting) and select Fiscal Year 2024 operational priorities (20% weighting) performance goals at the same level as under our 2023 Bonus Program. Upon achievement of the maximum target goals, the maximum potential payout the participants may receive is increased to 200% of the participant’s target payout. While the 2024 Bonus Program thresholds reflect the mid-points of our 2024 guidance range, the Compensation Committee increased the rigor of the Operating Cash Flow portion of the 2024 Bonus Program goals by increasing the target maximum goal to a breakeven point, a target that is $5 million above the top of our Fiscal Year 2024 guidance range. •For long-term incentives, 2024 equity awards reflect continued shift towards a more performance-driven mix. The annual equity grant to our Chief Executive Officer is weighted 50% and 50% between PSUs and RSUs while the annual grant to our other Named Executive Officer (other than Ms. Barbeau, whose 2024 annual grant was 100% PSUs) was weighted 35% and 65%, respectively. The PSUs measure performance over a two-year period with an additional one-year service-vest period following the end of the performance period to the extent they become eligible to vest upon achievement of adjusted EBITDA margin goals. RSUs vest annually over a 3-year period, subject to continued service. •Our Chief Executive Officer’s base salary remained unchanged in 2024.

  32. Compensation Philosophy and Program Structure

    | | Compensation Components | | | | Objective | Base Salary | Annual Incentives | Equity Awards | | Attract, motivate and retain talented and dedicated executive officers | • | • | • | | Directly link compensation to measurable corporate and individual performance | | • | • | | Focus executive officers on achieving near- and long-term corporate objectives and strategy | | • | • | | Reward executives for creating stockholder value | | • | • |

  33. Compensation Philosophy and Program Structure

    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 which 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 of Directors 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.

  34. Executive Compensation Governance

    Executive Compensation Governance Role of the Compensation Committee The Compensation Committee of our Board of Directors, composed entirely of non-employee independent members (as defined under Nasdaq rules) of our Board of Directors, 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. 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 People 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 2023, 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 2023. 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. Competitive Compensation For the 2023 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 2022 to 2023, as described below) and also with compensation data drawn from insurance and healthcare technology companies with revenues generally from $230 million to $1.16 billion and market capitalization ranging from $300 million to $3.0 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, 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. Use of Market Data For its 2023 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 are 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. 2023 Peer Group The peer group developed by Aon, approved by our Compensation Committee and used in Aon’s analysis for 2023 compensation, was based on publicly-traded, primary industries of insurance and healthcare technology business with revenues ranging from $230 million to $1.16 billion and market capitalization ranging from $300 million to $3.0 billion. Using the above criteria, the following companies were identified to comprise our 2023 peer group, which consist of four companies in the insurance sector, eight companies in the healthcare sector and five companies in the technology sector:

  35. Executive Compensation Program Elements

    2023 Bonus Program We provide the opportunity for our executive officers to earn an annual cash bonus award. We provide this opportunity in order to attract and retain employees 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 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 March 2023, our Compensation Committee approved the 2023 Bonus Program under the executive bonus plan for our executives including our Named Executive Officers. The 2023 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. The 2023 target cash bonus opportunities for our Named Executive Officers as compared to their 2022 target cash bonus opportunities (as applicable) were as follows:

  36. Executive Compensation Program Elements

    | Name | 2022 Target Bonus Opportunity as Percent of Base Salary | 2022 Target Bonus Opportunity Amount ($) | 2023 Target Bonus Opportunity as Percent of Base Salary | 2023 Target Bonus Opportunity Amount ($) | | Francis S. Soistman | 110% | 825,000 | 110% | 825,000 | | John J. Stelben(1) | N/A | N/A | 75% | 375,000 | | Roman V. Rariy(2) | 75% | 250,685 | 75% | — | | Gavin G. Galimi(3) | 50% | 94,781 | 60% | 223,663 |

  37. Executive Compensation Program Elements

    –––––––––––––– (1)Mr. Stelben was not eligible to participate in the 2022 bonus program because he joined the Company in November 2022. (2)Amounts for Mr. Rariy in 2022 reflect proration based on his start date. Mr. Rariy departed the Company in December 2023 and was not eligible to receive a bonus under the 2023 Bonus Program. (3)Amounts for Mr. Galimi in 2022 and 2023 reflect proration based on his start date in 2022 and base salary increase in 2023. The Compensation Committee determined to maintain the same (on a percentage-of-base salary basis) 2023 target cash bonus opportunities for continuing Named Executive Officers with the exception of Mr. Galimi. The Compensation Committee increased Mr. Galimi’s target bonus percentage from 50% to 60%, recognizing that Mr. Galimi, who had joined the Company in June 2022, was subsequently designated an executive officer later in 2022 after having assumed greater executive responsibilities within the organization. 2023 Bonus Program Design The 2023 Bonus Program was designed to drive performance, recognize achievement of strategic and transformation objectives for the year, and motivate and retain our new leadership team. Company performance under the 2023 Bonus Program was measured by the achievement of specific financial goals related to adjusted EBITDA and GAAP revenue, as well as the achievement of the four specific short-term operational goals set forth in the table entitled FY23 Priorities below (collectively, the “FY23 Priorities”). In reviewing the 2022 bonus program and actual performance (as summarized in the table below), the Compensation Committee largely maintained the 2022 bonus program framework but modified the 2023 Bonus Program performance targets further as summarized below:

  38. Executive Compensation Program Elements

    | FY 2022 Bonus Program and Actual Performance | | | | | | | | | | | | Adjusted EBITDA* (60%) | | | + | GAAP Annual Revenue (20%) | | | + | FY22 Priorities (20%) | | | | Goal (in millions) | | Payout Curve | | Goal (in millions) | | Payout Curve | | Goal | | Payout Curve | | Maximum | $(0.0) | 200% | | Maximum | $470.0 | 150% | | Maximum | 4 of 4 goals met | 150% | | Stretch | $(37.0) | 150% | | | | | | | | | | Target | $(50.5) | 100% | | Target | $459.0 | 100% | | Target | 3 of 4 goals met | 100% | | Threshold | $(64.0) | 50% | | Threshold | $448.0 | 50% | | Threshold | 2 of 4 goals met | 100% | | 2022 Actual % Payout Curve | $(41.7) | 133% | | 2022 Actual % Payout Curve | $405.4 | —% | | 2022 Actual % Payout Curve | 3 of 4 goals met | 100% | | 2022 Actual Weighted Payout % | 80% | | | 2022 Actual Weighted Payout % | —% | | | 2022 Actual Weighted Payout % | 20% | |

  39. Executive Compensation Program Elements

    | FY 2023 Bonus Program Design | | | | | | | | | | | | Adjusted EBITDA* (60%) | | | + | GAAP Annual Revenue (20%) | | | + | FY23 Priorities (20%) | | | | Goal (in millions) | | Payout Curve | | Goal (in millions) | | Payout Curve | | Goal | | Payout Curve | | Maximum | $15.0 | 200% | | Maximum | $440.0 | 150% | | Maximum | 4 of 4 goals met | 150% | | Stretch | $5.0 | 150% | | | | | | | | | | Target | $(5.0) | 100% | | Target | $430.0 | 100% | | Target | 3 of 4 goals met | 100% | | Threshold | $(15.0) | 50% | | Threshold | $420.0 | 50% | | Threshold | 2 of 4 goals met | 50% | | 2023 Potential Maximum Weighted Payout % | 120% | | | 2023 Potential Maximum Weighted Payout % | 30% | | | 2023 Potential Maximum Weighted Payout % | 30% | |

  40. Executive Compensation Program Elements

    | Metric | 2023 Company Achievement (in thousands) | Goal Achievement Payout Percentage | Goal Weighting | Percentage of Target Payout(1) | | Adjusted EBITDA(2) | $14,055 | 195% | 60% | 117% | | GAAP Annual Revenue | $452,871 | 150% | 20% | 30% | | FY23 Priorities | 3 of 4 Goals Met | 100% | 20% | 20% | | Total | | | | 167% |

  41. Executive Compensation Program Elements

    –––––––––––––– (1) At management’s recommendation, the Compensation Committee used negative discretion and approved the bonus payout of 150%. (2) Note: See Appendix A for a reconciliation between GAAP net income (loss) attributable to common stockholders and adjusted EBITDA. In determining the achievement of three out of the four FY23 Priorities, the Compensation Committee reviewed the Company’s effective launch of phase one of audience segmentation and branding strategy, online conversion rates for both unassisted and assisted online enrollments and successful implementation of the customer retention strategy as measured by relevant measurement criteria which were referenced in “2023 Bonus Program Design” section above. Based on achievement of such operational goals, the Compensation Committee concluded that bonus payments under the 2023 Bonus Program were achieved at 167% of target. In setting the actual bonus payout amounts, the Compensation Committee used negative discretion to round down the target payout to 150% of each Named Executive Officer’s target and further wanted to reflect that notwithstanding very good overall performance by our Named Executive Officers that our stock price did not perform as desired while we stabilized the Company through the execution of the Transformation Plan. We believe that this result aligns with the Compensation Committee’s philosophy of linking actual pay with financial performance. The actual bonus payments made to our Named Executive Officers in April 2024 are summarized as follows:

  42. Executive Compensation Program Elements

    | Name | 2023 Actual Bonus Payout as percent of 2023 Base Salary (at 150% Achievement) | Actual Bonus Payout ($) | | Francis S. Soistman | 165% | 1,237,500 | | John J. Stelben | 112.5% | 562,500 | | Roman V. Rariy(1) | —% | — | | Gavin G. Galimi(2) | 90% | 335,495 |

  43. Executive Compensation Program Elements

    | Name | 2023 Actual Salary ($) | 2023 Actual Bonus ($) | All Other Cash Comp ($) | Total Cash Compensation ($) | | Francis S. Soistman | 750,000 | 1,237,500 | 16,758 | 2,004,258 | | John J. Stelben | 500,000 | 562,500 | 13,464 | 1,075,964 | | Roman V. Rariy | 419,712 | — | 11,133 | 430,845 | | Gavin G. Galimi | 385,769 | 335,495 | 10,147 | 731,411 |

  44. Executive Compensation Program Elements

    Equity Incentive Compensation 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 2023 equity awards are set forth below, and additional relevant provisions with respect to particular Named Executive Officers may be found in the “Employment Agreements, Severance Agreements and Change of Control Arrangements” section of this proxy statement. The Company grants equity awards under our 2014 Equity Plan and the inducement plan that the Company initially adopted in September 2021 (as amended, the “2021 Inducement Plan”). 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 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 outstanding. 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. 2023 Equity Incentive Awards As noted above, as we launched the Transformation Plan, in setting the target compensation for our executive officers in 2022, our Compensation Committee reduced the total equity grant for our Named Executive Officers but granted equity awards largely in the form of RSUs to motivate our Named Executive Officers to continue their services with us and to execute on our multi-year transformation initiatives. In April 2023, the Compensation Committee reintroduced PSUs as part of the 2023 executive compensation program to reflect a gradual shift towards performance-based equity compensation practice as we continued to execute our transformation journey. 42% of the 2023 annual equity awards for our Chief Executive Officer and 25% of the annual equity awards for all other Named Executive Officers (other than Mr. Stelben) were granted in the form of PSUs, with the remaining equity awards granted in the form of RSUs that vest based on continuous service over a two-year or four-year period. It is the Company’s practice to make annual equity awards. RSUs granted to Mr. Soistman vest in equal quarterly installments over 2 years and RSUs granted to Messrs. Rariy and Galimi were scheduled to vest in equal quarterly installments over 4 years, in each case subject to the applicable Named Executive Officer’s continued service through each applicable vesting date. The shorter vesting period for Mr. Soistman reflects that the size of his equity award was well below that reflected by the market data provided by Aon and therefore the Compensation Committee wanted to deliver the value of his RSUs over a shorter period of time. 2023 PSUs were tied to achievement of our Operating Cash Outflow performance goals for the fiscal year ending December 31, 2023 as follows:

  45. Executive Compensation Program Elements

    | 2023 PSUs | | | | | | | Metric | Below Threshold | Threshold | Interim | Maximum | 2023 Results | | Operating Cash Outflow | Greater than $30 million | Greater than $22.5 million, but less than or equal to $30 million | Greater than $15 million, but less than or equal to $22.5 million | Less than or equal to $15 million | $6.7M | | Payout % | —% | 50.0% | 75.0% | 100% | 100% |

  46. Executive Compensation Program Elements

    “Operating Cash Outflow” is calculated as the Company’s net cash used in operating activities during the performance period, as set forth in the Company’s statement of cash flows prepared in accordance with the U.S. generally accepted accounting principles and audited by the Company’s independent registered public accounting firm, subject to adjustment for effects of mergers and acquisitions closing during the performance period (if any). The Compensation Committee chose Operating Cash Outflow to drive our continued strategic emphasis on cost restructuring, preserving liquidity in the short term, and to ensure effective variable spend. The Compensation Committee set the thresholds shown above to reflect the Operating Cash Outflow guidance for 2023 that we provided on February 28, 2023. In addition, upon achievement of the performance criteria, the percentage of the PSUs that became eligible to vest would not vest until December 31, 2024, subject to the executive officers continuing to provide services to us through such date. This additional 1-year service-vesting requirement acts as an additional retention incentive. Following completion of the performance period, the Compensation Committee reviewed the Company’s 2023 Operating Cash Outflow performance and determined that the performance criteria were met at the 100% level, resulting in 100% of the award becoming eligible to vest on December 31, 2024, subject to the service requirement. The RSU and PSU awards granted to Messrs. Soistman, Rariy and Galimi during 2023 are summarized as follows:

  47. Executive Compensation Program Elements

    | Name | Time-Based RSUs | Operating Cash Outflow PSUs | Weighting % (RSUs / PSUs) | | Francis S. Soistman(1) | 187,500 | 137,500 | 58% / 42% | | Roman V. Rariy | 56,250 | 18,750 | 75% / 25% | | Gavin G. Galimi | 37,500 | 12,500 | 75% / 25% |

  48. Executive Compensation Program Elements

    –––––––––––––– (1) In 2023 Mr. Soistman received an additional 75,000 PSUs above his 250,000 annual grants, which would have been split 25% and 75% between PSUs and RSUs. These additional 75,000 PSUs were awarded by the Compensation Committee in part because Mr. Soistman had voluntarily agreed to postpone a portion of his 2022 annual equity grant during the Transformation Plan to align with the financial metrics that were to be determined in 2023. 2023 Executive Equity Compensation for John J. Stelben Mr. Stelben, who joined us as Senior Vice President, Chief Financial Officer on November 14, 2022, was not eligible to participate in the 2023 executive compensation program described above, but as part of his employment offer package, was granted the following equity awards in January 2023:

  49. Executive Compensation Program Elements

    | Name | Time-Based RSUs | Stock Price PSUs | Weighting % (RSUs / PSUs) | | John J. Stelben | 375,000 | 125,000 | 75% / 25% |

  50. Executive Compensation Program Elements

    Consistent with the compensation framework that was in place for Fiscal Year 2022 when Mr. Stelben joined the Company, the Compensation Committee determined that 75% of the awards granted to Mr. Stelben would be RSUs and 25% would be PSUs based on stock price hurdles. Such substantial portion of the awards being time-based reflects the Compensation Committee’s recognition of the need to attract and retain key members of our new senior management team in a highly competitive labor market and to motivate our Named Executive Officers to continue their services with us and to execute on our multi-year transformation initiatives. The RSUs granted to Mr. Stelben vested as to 25% of the shares subject to the RSUs on November 10, 2023, with 6.25% of the shares vesting at the end of each three-month period thereafter, subject to his continued service through each applicable vesting date. Mr. Stelben’s PSUs would become eligible to vest if in any 30-calendar day period during the four-year period following the date of grant our average closing price first equals or exceeds the following price thresholds and would vest on the one-year anniversary of achieving the applicable price threshold.

  51. Executive Compensation Program Elements

    | Stock Price Threshold | Percentage of Award Eligible to Vest | Percentage Increase from Base Price to Achieve Price Threshold | | $3.90 | 33.3% | 25% | | $4.21 | 33.3% | 35% | | $4.68 | 33.3% | 50% |

  52. Executive Compensation Program Elements

    | Threshold | Operating Cash Flow (40%) | Total Revenue (20%) | Adjusted EBITDA(1) (20%) | FY24 Priorities (20%) | Payout Curve | | Maximum | $0 | $475M | $20M | 4/4 Goals Met | 200% | | Stretch | ($5M) | $468.75M | $13.75M | N/A | 150% | | Target | ($10M) | $462.5M | $7.5M | 3/4 Goals Met | 100% | | Threshold | ($15M) | $450M | ($5M) | 2/4 Goals Met | 50% |

  53. Executive Compensation Program Elements

    –––––––––––––– (1) Note: See Appendix A for a reconciliation between GAAP net income (loss) attributable to common stockholders and adjusted EBITDA. •The target threshold for each of the Operating Cash Flow, total revenue and adjusted EBITDA goals shown above reflect the mid-point of the 2024 guidance range for the Operating Cash Flow, total revenue and adjusted EBITDA metrics that we provided on February 27, 2024 as well as the 3-year financial targets we shared at our Investor Day in May 2023. •Our 2024 guidance includes the expected impact of positive net adjustment revenue in the range of $0 to 15 million. •Excluding the impact of positive net adjustment revenue in 2022 and 2023, the mid-point of our 2024 guidance reflects approximately 12% year-over-year total revenue growth and a substantial improvement in GAAP net income (loss) and adjusted EBITDA. •Upon achievement of the maximum target goals, the maximum payout our executives may receive is increased to 200% of the participant’s target payout. 2024 Equity Awards Design Our 2024 executive equity compensation program also reflects our continued shift towards a more long-term, performance-driven mix. The 2024 annual equity grant to our Chief Executive Officer was weighted 50% PSUs and 50% RSUs while the annual grant to the other Named Executive Officers for 2024 (other than Ms. Barbeau) was weighted 35% and 65%, respectively. The 2024 PSU goal is tied to achievement of our adjusted EBITDA margin goals for the 2-year period between 2024 and 2025, as follows:

  54. Executive Compensation Program Elements

    | Threshold | Adjusted EBITDA Margin for 2024-2025 | Percentage of Award Eligible to Vest | | Maximum | 10% | 200.0% | | Target | 8% | 100.0% | | Threshold | 7% | 50.0% | | Below Threshold | Less than 7% | —% |

  55. Executive Compensation Program Elements

    •The 2024 PSUs have a two-year performance period, and upon achievement of adjusted EBITDA margin goals, eligible shares will vest one year later on December 31, 2026, subject to continued service through each applicable vesting date. •RSUs comprised 50% and 65% for our Chief Executive Officer and the other Named Executive Officers, respectively, of the long-term incentive opportunity and vest annually during a 3-year period. •Achievement of adjusted EBITDA margin will be calculated by dividing the Company’s adjusted EBITDA for the 2-year performance period from 2024 through 2025 by the Company’s total revenue for the same period and will exclude the effects of mergers and acquisitions closing during the performance period (if any). Adjusted EBITDA will be calculated by excluding the impact from preferred stock, provision for (benefit from) income taxes, depreciation and amortization, stock-based compensation expense, amortization of intangible assets, 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. The Compensation Committee may make other changes to the 2024 executive compensation program if business conditions warrant, but the Compensation Committee currently does not intend to make any other changes for 2024. 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 “Employment Agreements, Severance Agreements and Change of Control Arrangements.” 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 $22,500 (or $30,000 for employees over 50 years of age) in calendar year 2023. 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. 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.” 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.

  56. 2023 Summary Compensation Table

    2023 Summary Compensation Table The information below sets forth the compensation earned by our Named Executive Officers for the years ended December 31, 2023, 2022 and 2021. 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.

  57. 2023 Summary Compensation Table

    | Name and Principal Position | Year(1) | Salary ($) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Francis S. Soistman | 2023 | 750,000 | — | 2,990,000 | — | 1,237,500 | 16,758 | 4,994,258 | | Chief Executive Officer | 2022 | 750,000 | — | 4,624,500 | — | 825,000 | 16,008 | 6,215,508 | | | 2021 | 196,154 | 337,877 | 5,811,585 | 4,296,920 | — | 3,462 | 10,645,998 | | John J. Stelben | 2023 | 500,000 | — | 2,413,750 | — | 562,500 | 13,464 | 3,489,714 | | Senior Vice President, Chief Financial Officer | 2022 | 69,231 | — | — | — | — | 1,565 | 70,796 | | Roman V. Rariy | 2023 | 419,712 | — | 690,000 | — | — | 11,133 | 1,120,845 | | Chief Operating Officer and Chief Transformation Officer | 2022 | 336,923 | 100,000 | 1,668,731 | — | 260,000 | 9,772 | 2,375,426 | | Gavin G. Galimi | 2023 | 385,769 | — | 460,000 | — | 335,495 | 10,147 | 1,191,411 | | Senior Vice President, General Counsel and Corporate Secretary | 2022 | 192,115 | — | 572,791 | — | 100,000 | 5,101 | 870,007 |

  58. 2023 Summary Compensation Table

    –––––––––––––– (1)Mr. Soistman became Chief Executive Officer of the Company effective November 1, 2021. Mr. Stelben joined the Company as Senior Vice President, Chief Financial Officer on November 14, 2022. Mr. Rariy joined the Company as Chief Operating Officer and Chief Transformation Officer on March 1, 2022 and left the Company on December 31, 2023. Mr. Galimi joined the Company as Senior Vice President, General Counsel and Corporate Secretary on June 27, 2022. (2)Amounts reflect (i) a $200,000 sign-on bonus and a $137,877 guaranteed bonus pursuant to the terms of the employment agreement that we entered into with Mr. Soistman in 2021 and (ii) a $100,000 sign-on bonus pursuant to the terms of the employment agreement that we entered into with Mr. Rariy in 2022. (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, 2023, 2022 and 2021. The PSUs have the following grant date fair values assuming the highest level of performance conditions will be achieved: $1,265,000 for Mr. Soistman, $598,750 for Mr. Stelben, $172,500 for Mr. Rariy, and $115,000 for Mr. Galimi. For more information regarding our Named Executive Officers’ long-term equity incentives granted in 2023, see “Executive Compensation—Compensation Discussion and Analysis—Executive Compensation Program Elements.” (4)Amounts are performance-based cash bonus awards earned and approved by the Compensation Committee for their respective fiscal years. (5)The following table sets forth the component amounts presented in the “All Other Compensation” column above for the year ended December 31, 2023:

  59. 2023 Summary Compensation Table

    | Name | Contributions Under 401(k) Plan ($)(a) | Group Term Life Insurance ($)(b) | | Francis S. Soistman | 9,900 | 6,858 | | John J. Stelben | 9,900 | 3,564 | | Roman V. Rariy | 9,915 | 1,218 | | Gavin G. Galimi | 8,905 | 1,242 |

  60. 2023 Summary Compensation Table

    –––––––––––––– (a)Represents 401(k) matching contributions. (b)Represents premiums paid for group term life insurance.

  61. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table provides information regarding the amount of performance-based cash bonus awards eligible to be earned in 2023 by each of the Named Executive Officers and equity awards granted in 2023 to each of the Named Executive Officers.

  62. 2023 Grants of Plan-Based Awards

    | 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 (#) | | | | Francis S. Soistman | 4/10/2023 | 3/27/2023 | | | | 31,250 | 62,500 | 62,500 | | 575,000 | | | 4/10/2023 | 3/27/2023 | | | | 37,500 | 75,000 | 75,000 | | 690,000 | | | 4/10/2023 | 3/27/2023 | | | | | | | 187,500 | 1,725,000 | | | | | 82,500 | 825,000 | 1,485,000 | | | | | | | John J. Stelben | 1/1/2023 | 12/12/2022 | | | | 41,666 | 125,000 | 125,000 | | 598,750 | | | 1/1/2023 | 12/12/2022 | | | | | | | 375,000 | 1,815,000 | | | | | 33,750 | 337,500 | 607,500 | | | | | | | Roman V. Rariy | 4/10/2023 | 3/27/2023 | | | | 9,375 | 18,750 | 18,750 | | 172,500 | | | 4/10/2023 | 3/27/2023 | | | | | | | 56,250 | 517,500 | | | | | 31,875 | 318,750 | 573,750 | | | | | | | Gavin G. Galimi | 4/10/2023 | 3/27/2023 | | | | 6,250 | 12,500 | 12,500 | | 115,000 | | | 4/10/2023 | 3/27/2023 | | | | | | | 37,500 | 345,000 | | | | | 23,400 | 234,000 | 421,200 | | | | | |

  63. 2023 Grants of Plan-Based Awards

    –––––––––––––– (1)Represents threshold, target and maximum performance-based cash bonus payouts under the 2023 executive bonus program as described in “Executive Compensation—Compensation Discussion and Analysis—Executive Compensation Program Elements—2023 Bonus Program.” The actual bonus amounts paid to each Named Executive Officer are disclosed in the 2023 Summary Compensation Table set forth above. The amounts are calculated using the 2023 base salaries for the full year and do not take into account the proration of actual bonus amounts. (2)Represents PSUs granted in 2023. For PSUs granted to Messrs. Soistman, Rariy and Galimi, a number of PSUs may become eligible to vest based on achievement of Operating Cash Outflow performance goals for the fiscal year ending December 31, 2023 and any PSUs which become eligible shares based on such achievement are subject to a time-based vesting schedule of approximately two years from the date the PSU award was granted, and for PSUs granted to Mr. Stelben, a number of PSUs became eligible to vest based on achievement of specified stock price goals, with a time-based vesting schedule of approximately one year from the date the specified stock price goal was achieved, as described in “—Compensation Discussion & Analysis—Executive Compensation Program Elements—Equity Incentive Compensation—2023 Equity Incentive Awards.” 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 2023. (4)Amounts shown reflect the grant date fair value of RSU and PSU awards granted in 2023, 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 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, 2023.

  64. 2023 Outstanding Equity Awards at Fiscal Year-End

    2023 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, 2023. 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 “Security Ownership of Certain Beneficial Owners and Management” and “2023 Option Exercises and Stock Vested at Fiscal Year-End.” See “Executive Compensation — Compensation Discussion and Analysis” for a description of equity awards granted in 2023. Mr. Rariy’s equity awards were canceled as of December 31, 2023 following his voluntary resignation, and as such, Mr. Rariy did not have any outstanding equity awards as of December 31, 2023.

  65. 2023 Outstanding Equity Awards at Fiscal Year-End

    | | | 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) | | Francis S. Soistman | 10/6/2021(2) | 56,250 | 43,750 | | 41.03 | 10/06/2028 | | | | | | | 10/6/2021(3) | | | 25,000 | 41.03 | 10/06/2028 | | | | | | | 11/2/2021(4) | | | | | | | | 17,500 | 152,600 | | | 11/2/2021(5) | | | | | | 26,250 | 228,900 | | | | | 11/2/2021(6) | | | | | | 5,469 | 47,690 | | | | | 4/1/2022(7) | | | | | | 75,000 | 654,000 | | | | | 12/1/2022(8) | | | | | | 75,000 | 654,000 | | | | | 4/10/2023(9) | | | | | | 62,500 | 545,000 | | | | | 4/10/2023(10) | | | | | | 75,000 | 654,000 | | | | | 4/10/2023(11) | | | | | | 140,625 | 1,226,250 | | | | John J. Stelben | 1/1/2023(12) | | | | | | 125,000 | 1,090,000 | | | | | 1/1/2023(13) | | | | | | 281,250 | 2,452,500 | | | | Gavin G. Galimi | 8/1/2022(14) | | | | | | 49,653 | 432,974 | | | | | 4/10/2023(15) | | | | | | 12,500 | 109,000 | | | | | 4/10/2023(16) | | | | | | 32,813 | 286,129 | | |

  66. 2023 Outstanding Equity Awards at Fiscal Year-End

    –––––––––––––– (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, 2023, which was $8.72. (2)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”). (3)The equity award covers the option to purchase 100,000 shares that vest upon achievement of one or more of the stock price thresholds, subject to the executive officer’s continuing to provide services to us. The number in the table reflects the 25% threshold. Upon achievement of one or more of the stock price thresholds, the percentage that becomes eligible to vest would vest on the earlier of the one-year anniversary of achieving the applicable stock price threshold or the fourth anniversary of the date of grant, subject to the executive officer’s continuing to provide services to us through the vesting date. As of December 31, 2023, none of the performance goals has been met. (4)The equity award covers 70,000 PSUs that vest upon achievement of one or more of the stock price thresholds, subject to the executive officer’s continuing to provide services to us. The number in the table reflects the 25% threshold. Upon achievement of one or more of the stock price thresholds, the percentage that becomes eligible to vest would vest on the earlier of the one-year anniversary of achieving the applicable stock price threshold or the fourth anniversary of the date of grant, subject to the executive officer’s continuing to provide services to us through the vesting date. As of December 31, 2023, none of the performance goals has been met. (5)The equity award covers 60,000 RSUs that vest as to 1/4th of the shares on the first anniversary of September 22, 2021, and in 12 equal quarterly installments thereafter, subject to the executive officer’s continued service with us (the “Specified Time-Based RSU Award”). (6)The equity award covers 12,500 RSUs that vest as to 1/16th of the shares on the grant date of November 2, 2021, and in 15 equal quarterly installments thereafter, subject to the executive officer’s continued service with us (the “Starting RSU Award”). (7)The equity award covers 300,000 RSUs that vest as to 1/8th of the shares in equal quarterly installments after the vesting commencement date of April 10, 2022, subject to the executive officer’s continued service with us. (8)The equity award covers 150,000 RSUs that vest as to 1/8th of the shares in equal quarterly installments after the vesting commencement date of October 10, 2022, subject to the executive officer’s continued service with us. (9)The equity award covers 62,500 PSUs that vest upon achievement of adjusted cash outflow performance goals for the fiscal year ending December 31, 2023. The number in the table reflects the 100% target. Upon achievement of the applicable performance criteria, the percentage that becomes eligible to vest would vest on December 31, 2024, subject to the executive officer’s continuing to provide services to us through the vesting date. Subsequent to December 31, 2023, the Compensation Committee determined that the performance criteria were met at the 100% level. (10)The equity award covers 75,000 PSUs that vest upon achievement of adjusted cash outflow performance goals for the fiscal year ending December 31, 2023. The number in the table reflects the 100% target. Upon achievement of the applicable performance criteria, the percentage that becomes eligible to vest would vest on December 31, 2024, subject to the executive officer’s continuing to provide services to us through the vesting date. Subsequent to December 31, 2023, the Compensation Committee determined that the performance criteria were met at the 100% level. (11)The equity award covers 187,500 RSUs that vest as to 1/8th 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. (12)The equity award covers 125,000 PSUs that vest upon achievement of one or more of the stock price thresholds, subject to the executive officer’s continuing to provide services to us. The number in the table reflects the 100% target. Upon achievement of one or more of the stock price thresholds, the percentage that becomes eligible to vest would vest on the one-year anniversary of achieving the applicable stock price threshold, subject to the executive officer’s continuing to provide services to us through the vesting date. As of December 31, 2023, 100% of the performance goals have been met and the shares vested on January 31, 2024. (13)The equity award covers 375,000 RSUs that vest as to 1/4th of the shares on the first anniversary of the vesting commencement date of November 10, 2023, and in 12 equal quarterly installments thereafter, subject to the executive officer’s continued service with us. (14)The equity award covers 79,444 RSUs that vest as to 1/4th of the shares on the first anniversary of the vesting commencement date of June 10, 2022, and in 12 equal quarterly installments thereafter, subject to the executive officer’s continued service with us. (15)The equity award covers 12,500 PSUs that vest upon achievement of adjusted cash outflow performance goals for the fiscal year ending December 31, 2023. The number in the table reflects the 100% target. Based upon achievement of the applicable performance criteria, the percentage that becomes eligible to vest would vest on December 31, 2024, subject to the executive officer’s continuing to provide services to us through the vesting date. Subsequent to December 31, 2023, the Compensation Committee determined that the performance criteria were met at the 100% level. (16)The equity award covers 37,500 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.

  67. 2023 Option Exercises and Stock Vested at Fiscal Year-End

    2023 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, 2023 upon the vesting of stock awards. None of our Named Executive Officers exercised any options during the year ended December 31, 2023.

  68. 2023 Option Exercises and Stock Vested at Fiscal Year-End

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Francis S. Soistman | 365,000 | 2,959,391 | | John J. Stelben | 93,750 | 686,250 | | Roman V. Rariy | 40,582 | 332,833 | | Gavin G. Galimi | 34,478 | 303,588 |

  69. 2023 Option Exercises and Stock Vested at Fiscal Year-End

    –––––––––––––– (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.

  70. Non-Qualified Deferred Compensation

    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.

  71. CEO Pay Ratio

    CEO Pay Ratio We are required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K to disclose the ratio of our median annual total compensation paid to our employees excluding our principal executive officer (our “median employee”), to the annual total compensation of our principal executive officer. On December 31, 2023, the principal executive officer of eHealth was our Chief Executive Officer, Francis S. Soistman. For 2023, the combined annual total compensation for Mr. Soistman was $4,994,258, and for our median employee was $69,972, resulting in a pay ratio of approximately 71:1. During the last completed year ended December 31, 2023, there was no change in our employee population or employee compensation arrangement that we reasonably believe would result in a significant change to our pay ratio disclosure. Accordingly, pursuant to Item (u) of Regulation S-K, we used the median employee identified in 2022 for purposes of calculation our 2023 pay ratio. In 2022, we identified the median employee by aggregating for each applicable employee (a) the annual base salary earned by our salaried employees (or, for hourly employees, the hourly pay rate multiplied by the estimated 2022 hours worked) and (b) the target bonus for 2022 and ranking this compensation measure for our employees from lowest to highest. This calculation was performed for individuals employed by us on December 31, 2022, excluding our Chief Executive Officer, whether employed on a full-time, part-time, temporary or seasonal basis. Components of compensation paid in foreign currencies were converted to U.S. dollars based on 2022 average exchange rates. The median was shared by 15 tenured employees. We selected the median of that group for purposes of calculating the pay ratio. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with Securities and Exchange Commission rules based on our internal records and the methodology described above. Because the Securities and Exchange Commission rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  72. Pay Versus Performance

    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.

  73. Pay Versus Performance

    | Year | Summary Compensation Table Total for Mr. Flanders ($)(1) | Summary Compensation Table Total for Mr. Soistman ($)(1) | Compensation Actually Paid to Mr. Flanders ($)(1)(2)(3) | Compensation Actually Paid to Mr. Soistman ($)(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 $100 Investment based on:(4) | | Net Income ($ Millions) | Company-Selected Measure: Adjusted EBITDA ($ Millions)(5) | | | | | | | | | Company Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | | | | 2023 | — | 4,994,258 | — | 6,739,181 | 1,933,990 | 2,348,983 | 9.08 | 118.93 | (28.2) | 14.1 | | 2022 | — | 6,215,508 | — | (190,934) | 1,309,990 | 368,831 | 5.04 | 98.85 | (88.7) | (41.7) | | 2021 | 8,691,031 | 10,645,998 | (2,040,305) | 5,509,412 | 2,054,705 | (333,049) | 26.54 | 175.90 | (104.4) | (22.7) | | 2020 | 11,809,419 | — | 7,392,654 | — | 2,806,447 | 925,177 | 73.49 | 147.13 | 45.5 | 91.4 |

  74. Pay Versus Performance

    –––––––––––––– (1)Scott N. Flanders was our PEO for all of 2020 and during 2021 through November 1, 2021. Francis S. Soistman became our PEO on November 1, 2021 and was our PEO for the remainder of the year and through all of 2022 and 2023. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  75. Pay Versus Performance

    | Year | Non-PEO NEOs | | | | | | 2023 | John J. Stelben | Roman V. Rariy | Gavin G. Galimi | | | | 2022 | John J. Stelben | Christine A. Janofsky | Phillip A. Morelock | Roman V. Rariy | Gavin G. Galimi | | 2021 | Derek N. Yung | Christine A. Janofsky | Phillip A. Morelock | Timothy C. Hannan | John E. Pierantoni | | 2020 | Derek N. Yung | Gregg R. Ratkovic | Phillip A. Morelock | Timothy C. Hannan | |

  76. Pay Versus Performance

    (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 PEO and Non-PEO NEOs. Instead, these amounts reflect amounts shown in the Summary Compensation Table with certain adjustments as described in footnote 3 below. (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. Mr. Flanders:

  77. Pay Versus Performance

    | Year | Summary Compensation Table Total Amount for Mr. Flanders ($) | Exclusion of Stock Awards and Option Awards for Mr. Flanders ($) | Inclusion of Equity Values for Mr. Flanders ($) | Compensation Actually Paid to Mr. Flanders ($) | | 2021 | 8,691,031 | (5,591,170) | (5,140,166) | (2,040,305) | | 2020 | 11,809,419 | (10,878,273) | 6,461,508 | 7,392,654 |

  78. Pay Versus Performance

    Mr. Soistman:

  79. Pay Versus Performance

    | Year | Summary Compensation Table Total Amount for Mr. Soistman ($) | Exclusion of Stock Awards and Option Awards for Mr. Soistman ($) | Inclusion of Equity Values for Mr. Soistman ($) | Compensation Actually Paid to Mr. Soistman ($) | | 2023 | 4,994,258 | (2,990,000) | 4,734,923 | 6,739,181 | | 2022 | 6,215,508 | (4,624,500) | (1,781,942) | (190,934) | | 2021 | 10,645,998 | (10,108,505) | 4,971,919 | 5,509,412 |

  80. Pay Versus Performance

    Non-PEO NEOs:

  81. Pay Versus Performance

    | Year | Average Summary Compensation Table Total Amount for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 1,933,990 | (1,187,917) | 1,602,910 | 2,348,983 | | 2022 | 1,309,990 | (796,276) | (144,883) | 368,831 | | 2021 | 2,054,705 | (1,778,196) | (609,558) | (333,049) | | 2020 | 2,806,447 | (2,363,803) | 482,533 | 925,177 |

  82. Pay Versus Performance

    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: Mr. Flanders:

  83. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year that Remained Outstanding and Unvested as of Last Day of Year for Mr. Flanders ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Outstanding and Unvested Equity Awards for Mr. Flanders ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Mr. Flanders ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested during Year for Mr. Flanders ($) | Fair Value as of Last Day of Prior Year of Equity Awards Forfeited During Year for Mr. Flanders ($) | Total - Inclusion of Equity Values for Mr. Flanders ($) | | 2021 | — | — | — | 22,499 | (5,162,665) | (5,140,166) | | 2020 | 5,595,151 | (159,187) | — | 1,025,544 | — | 6,461,508 |

  84. Pay Versus Performance

    Mr. Soistman:

  85. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year that Remained Outstanding and Unvested as of Last Day of Year for Mr. Soistman ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Outstanding and Unvested Equity Awards for Mr. Soistman ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Mr. Soistman ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested during Year for Mr. Soistman ($) | Fair Value as of Last Day of Prior Year of Equity Awards Forfeited During Year for Mr. Soistman ($) | Total - Inclusion of Equity Values for Mr. Soistman ($) | | 2023 | 2,425,250 | 846,511 | 373,594 | 1,089,568 | — | 4,734,923 | | 2022 | 2,178,000 | (3,653,520) | 444,750 | (751,172) | — | (1,781,942) | | 2021 | 4,936,182 | — | 35,737 | — | — | 4,971,919 |

  86. Pay Versus Performance

    Non-PEO NEOs:

  87. Pay Versus Performance

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year that Remained Outstanding and Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Outstanding and Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested during Year for Non-NEO PEOs ($) | Average Fair Value as of Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 1,332,983 | 64,218 | 259,881 | 78,818 | (132,990) | 1,602,910 | | 2022 | 189,173 | — | 18,673 | (58,256) | (294,473) | (144,883) | | 2021 | 289,549 | (247,149) | — | (70,904) | (581,054) | (609,558) | | 2020 | 858,408 | (339,948) | — | (35,927) | — | 482,533 |

  88. Pay Versus Performance

    (4)The peer group total shareholder return (“TSR”) set forth in this table reflects the TSR of the Research Data Group Internet Composite Index (“RDG Internet Composite Index”), which we also use in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the RDG Internet Composite Index, respectively. The Peer Group TSR amounts are revised from those reported in last year’s proxy statement due to a revised calculation methodology. Historical stock performance is not necessarily indicative of future stock performance. (5)We determined adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in 2023. This performance measure may not have been the most important financial performance measure for all prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years. Adjusted EBITDA was calculated by excluding the impact from preferred stock, provision for (benefit from) income taxes, depreciation and amortization, stock-based compensation expense, amortization of intangible assets, 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. A reconciliation between GAAP net income (loss) attributable to common stockholders and adjusted EBITDA is included in Appendix A to this proxy statement. 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 PEOs and the average of Compensation Actually Paid to our Non-PEO NEOs, and the cumulative TSRs for the Company and the RDG Internet Composite Index over the four most recently completed fiscal years. 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 PEOs and the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the four most recently completed fiscal years. Relationship between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted EBITDA The following chart sets forth the relationship between Compensation Actually Paid to our PEOs and the average of Compensation Actually Paid to our Non-PEO NEOs, and our adjusted EBITDA during the four most recently completed fiscal years. –––––––––––––– * Adjusted EBITDA was calculated by excluding the impact from preferred stock, provision for (benefit from) income taxes, depreciation and amortization, stock-based compensation expense, amortization of intangible assets, 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. A reconciliation between GAAP net income (loss) attributable to common stockholders and adjusted EBITDA is included in Appendix A to this proxy statement. Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and Non-PEO NEOs for 2023 to Company performance. The measures in this table are not ranked.

  89. Pay Versus Performance

    | Most Important Performance Measures | | GAAP Revenue | | Operating Cash Outflow | | Adjusted EBITDA |