DEF 14A of eHealth, Inc.
Filed Apr 28, 2025 · FY20240001333493-25-000047
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2025 ANNUAL MEETING TO BE HELD ON JUNE 18, 2025
| Executive Compensation Tables | 48 | | 2024 Summary Compensation Table | 48 | | 2024 Grants of Plan-Based Awards | 49 | | 2024 Outstanding Equity Awards at Fiscal Year-End | 50 | | 2024 Option Exercises and Stock Vested at Fiscal Year-End | 51 | | Non-Qualified Deferred Compensation | 51 | | Employment Agreements, Severance Agreements and Change of Control Arrangements | 52 | | Potential Payments and Benefits Upon Termination of Employment or Change in Control | 54 | | Pay Versus Performance | 55 | | BOARD PROPOSAL | | | Proposal 4 - Approval of an Amendment and Restatement of the eHealth, Inc. 2024 Equity Incentive Plan | 58 | | Overview | 58 | | Required Vote and Board Recommendation | 58 | | Proposal | 59 | | Reasons for Seeking Stockholder Approval | 59 | | Considerations of the Board in Making its Recommendation | 61 | | Summary of the 2024 Equity Incentive Plan | 63 | | Federal Tax Aspects | 70 | | Number of Awards Granted to Employees, Consultants, and Directors | 72 | | OTHER INFORMATION | | | Stock Ownership Information | 73 | | Security Ownership of Certain Beneficial Owners and Management | 73 | | Securities Authorized for Issuance under the Equity Compensation Plan | 76 | | Certain Relationships and Related Transactions | 76 | | Policies and Procedures with Respect to Related-Party Transactions | 76 | | H.I.G. Investment Agreement | 77 | | Board Compensation | 77 | | Indemnification Agreements and Limitation of Liability | 77 | | Equity Award Grants | 78 | | Stockholder Proposals for the 2026 Annual Meeting | 79 | | Annual Report | 80 | | APPENDICES | | | Appendix A: Reconciliation of GAAP to Non-GAAP Financial Measures | A-1 | | Appendix B: Amended and Restated 2024 Equity Incentive Plan | B-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 for any election of directors.
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
General
General Our Board currently consists of nine directors. Our certificate of incorporation provides for a classified Board consisting of three classes of directors, each serving staggered three-year terms. As a result, a portion of our Board is elected each year. Our Class I directors, whose term will expire at the Annual Meeting, are:
General
| A. John Hass, III | Francis S. Soistman | Aaron C. Tolson |
General
Our Board has nominated each of A. John Hass, III, Francis S. Soistman and Aaron C. Tolson for election as Class I directors at the Annual Meeting. Each of our director nominees has consented to (i) serve as a nominee, (ii) be named as a nominee in this proxy statement and (iii) serve as a director if elected. If elected, Messrs. Hass, Soistman and Tolson will serve as directors until the annual meeting of stockholders in 2028 and until their respective successors are elected and qualified, subject to earlier resignation or removal. The names and certain information about each of the nominees for election as a director and for each of the continuing members of the Board are set forth below. There are no family relationships among any of our directors, director nominees or executive officers.
Required Vote and Board Recommendation
Required Vote and Board Recommendation The three candidates receiving the highest number of affirmative votes cast in person or by proxy at the Annual Meeting will be elected as directors to serve until their respective successors have been duly elected and qualified, subject to earlier resignation or removal. Any shares not voted FOR a particular nominee, including as a result of a WITHHOLD vote or a broker non-vote, will have no effect on the outcome of the election.
Required Vote and Board Recommendation
| The Board recommends a vote “FOR” election as directors each of the nominees set forth above. |
Nominees for Class I Directors
Nominees for Class I 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’s 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 I directors and certain biographical information about them as of the date of this proxy statement are set forth below:
Nominees for Class I Directors
| Name | Age | Position and Office Held with the Company | Director Since | | A. John Hass, III(1) | 59 | Director | 2021 | | Francis S. Soistman(2) | 68 | Director & Chief Executive Officer | 2021 | | Aaron C. Tolson(3) | 47 | Director | 2021 |
Nominees for Class I Directors
(1)Mr. Hass serves as Chairperson of the Government and Regulatory Affairs Committee and as a member of the Audit Committee of our Board. (2)Mr. Soistman serves as a member of the Equity Incentive Committee of our Board and as Chief Executive Officer of the Company. (3)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. 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 board of directors of ARC Clean Technology, Inc., serves as a 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 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 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 healthcare and managed care companies, including Coventry Healthcare, Principal Health Care and Blue Cross Blue Shield of Maryland. Mr. Soistman holds a B.S. in accounting and finance from Towson University and is a graduate of the Stanford University executive program. Mr. Soistman has nearly four decades of diverse experience in healthcare and managed care and brings a demonstrated ability to lead operational transformations, financial turnarounds and accelerated profitable growth businesses in the insurance space. 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 extensive experience as a private equity investor, focusing on investments in technology and business services.
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 at least the past five years. We also describe the specific qualifications of each of our directors that contribute to the Board’s 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.
Continuing Directors
| Name | Age | Class | Position and Office Held with the Company | Year Term Expires | | Prama Bhatt(1) | 55 | II | Director | 2026 | | Andrea C. Brimmer(2) | 59 | II | Director | 2026 | | Beth A. Brooke(3) | 65 | II | Chairperson of the Board | 2026 | | Erin L. Russell(4) | 51 | III | Director | 2027 | | Cesar M. Soriano(5) | 57 | III | Director | 2027 | | Dale B. Wolf(6) | 71 | III | Director | 2027 |
Continuing Directors
(1)Ms. Bhatt serves as a member of the Audit Committee and the Government and Regulatory Affairs Committee of our Board. (2) Ms. Brimmer serves as Chairperson of the Compensation Committee and as a member of the Nominating and Corporate Governance Committee of our Board. (3) Ms. Brooke serves as Chairperson of our Board and as a member of the Audit Committee and the Nominating and Corporate Governance Committee of our Board. (4) Ms. Russell serves as Chairperson of the Audit Committee and as a member of the Compensation Committee of our Board. (5) Mr. Soriano serves as a member of the Compensation Committee and the Government and Regulatory Affairs Committee of our Board. (6) Mr. Wolf serves as Chairperson of the Nominating and Corporate Governance Committee and as a member of the Compensation Committee of our Board. Prama Bhatt. Director. Prama Bhatt has served as a director since September 2024. Ms. Bhatt currently serves as a non-executive director of the board of JD Sports Fashion Plc, a multinational sports-fashion retail company, and as a member of its Nominations and ESG committees since September 2024. Ms. Bhatt previously served on the board of directors of Hormel Foods Corporation, a multinational food processing company, from November 2019 through January 2025, including on its audit committee from November 2019 to February 2023 and its compensation committee from March 2023 to January 2025. From December 2019 through March 2024, Ms. Bhatt was chief digital officer of Ulta Beauty, Inc., a provider of retail beauty products and services. She served Ulta Beauty, Inc. as senior vice president, digital & ecommerce from April 2017 to December 2019 and vice president, digital & ecommerce, from 2014 to 2017. Ms. Bhatt was vice president, ecommerce of Kenneth Cole Productions, Inc., a fashion company, from 2011 to 2014. She held various management positions with Toys “R” Us, Inc. from 2002 to 2011, culminating with the position of vice president, general manager, ecommerce, US, from 2008 to 2011. Her prior experience includes the position of management consultant with Booz Allen Hamilton, Inc. and a tenure at Ford Motor Company, where she held various roles in product strategy, design and development. Ms. Bhatt holds a B.S. in electrical engineering from Oakland University, a Master of Science in electrical engineering from Wayne State University and an MBA from University of Michigan. Ms. Bhatt also serves on the board of advisors of UCLA Data Theory Major, the Executive Leadership Committee of the Retail AI Council and the emeritus advisory board of Shoptalk. Ms. Bhatt brings extensive expertise in digital commerce and consumer product marketing to our Board. 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 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 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 and Chairperson of the Board. Beth Brooke has served as a director since August 2019 and as Chairperson of the Board since June 2024. In addition, Ms. Brooke serves as a member of the board of directors of the New York Times Company, a global media organization, since April 2021 and serves on various private and nonprofit boards, including on the private company board of SHEEX, Inc., a bed linen company, and the U.S. Olympic and Paralympic Committee. She served as the global vice chair of public policy for EY (formerly Ernst & Young), a global professional services network, from 2007 to June 2019, and as EY Americas’ vice chair of public policy, sustainability and stakeholder engagement from 2001 to 2007. She was the global sponsor for EY’s diversity and inclusion efforts. Ms. Brooke also held various roles in strategy, corporate development and tax practice management at EY from 1981 to 2001. During the Clinton administration, Ms. Brooke served in the U.S. Department of the Treasury and was responsible for tax policy matters related to insurance and managed care, including working on healthcare and superfund legislative reform efforts. Ms. Brooke brings to our Board extensive knowledge of accounting and policy matters including healthcare policy from over thirty years of service at EY and as a prominent, trusted voice on public policy matters for the accounting and auditing profession and has extensive strategy, corporate development and executive management expertise. She is a prominent LGBT+ corporate leader and also brings extensive experience around diversity, inclusion and social justice. Ms. Brooke holds a B.S. in Industrial Management/Computer Science with Highest Distinction from Purdue University, where she played intercollegiate basketball. She has received Honorary Doctorates from Purdue, Babson College and Indiana University. She is a Fellow in the Life Management Institute, a Henry Crown Fellow in the Aspen Institute and a Certified Public Accountant, licensed in Indiana, the District of Columbia and New York (inactive).
Continuing 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. In addition, Ms. Russell was recently appointed in February 2025 to the board of directors of Modivcare Inc., a technology-enabled healthcare services company that provides a suite of integrated supportive care solutions for payors and their patients, and in March 2025, to the board of directors of Fortrea Holdings Inc., a leading global contract research organization in the life sciences industry. She previously served as a board member of Tivity Health Inc., a leading provider of healthy living, fitness and social engagement solutions, from March 2020 until it was acquired in June 2022 and ceased being a public company. She was also a 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 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 operating officer of Interstate National Corporation, a provider of finance and insurance products and services, from 2011 to 2016. Mr. Soriano’s background also includes roles as chief executive officer and president of RSM McGladrey Financial Process Outsourcing Solutions, leader of business transformation at TravelClick, Inc., senior vice president, global operations at Bowne Corporation, vice president, reengineering and strategy at Dun and Bradstreet, and leadership roles at Xerox Corporation. Mr. Soriano started his career having served worldwide, including in Southwest Asia, as a military intelligence officer in the United States Army. Mr. Soriano holds a B.S. in electrical engineering and a M.S. in management information systems from the Florida Institute of Technology. Mr. Soriano identifies as Filipino and Spanish and offers his diversity of experience and background. Mr. Soriano brings to our Board over 20 years of experience driving key, tangible outcomes in leadership roles within financial, insurance and business services industries, including transformational leadership for companies that rely on online, telephonic and in-person sales operations. Dale B. Wolf. Director. Dale Wolf has served as a director since August 2019 and served as Chairperson of our Board from September 2021 through June 2024. Mr. Wolf served as president and chief executive officer of One Call Care Management, a provider of specialized solutions to the workers’ compensation industry, from January 2016 to February 2019 and as executive chairman from September 2015 to January 2016. Mr. Wolf also served as the president and chief executive officer of DBW Healthcare, Inc., a health care consulting company, from January 2014 to June 2018. Mr. Wolf served as the executive chairman of Correctional Healthcare Companies, Inc., a national provider of correctional healthcare solutions, from December 2012 to July 2014. From 2005 to 2009, Mr. Wolf served as chief executive officer of Coventry Health Care, Inc. (acquired by Aetna, which was acquired by CVS), a diversified national health care company and issuer of health insurance plans, including Medicare Advantage plans, and served as the executive vice president, chief financial officer and treasurer of Coventry Health Care, Inc. from 1996 to 2005. Mr. Wolf holds a B.A. in mathematics from Eastern Nazarene College, completed the MIT Sloan School senior executive program and is a Fellow of the Society of Actuaries. Mr. Wolf has also served as a member of the board of directors of AdaptHealth Corp., a national leader in providing patient-centered, healthcare-at-home solutions, since November 2019 and as a member of the board of directors of Molina Healthcare, Inc. a company that provides managed healthcare services under the Medicaid and Medicare programs, and through the state insurance marketplace, since 2013. Mr. Wolf brings to our Board extensive knowledge of the managed care and health insurance industry and expertise in executive management, business and financial strategies.
Consideration of Director Nominees
Consideration of Director Nominees Stockholder Recommendations and Nominations. The policy of our Board is to consider recommendations for director candidates from stockholders holding not less than one percent (1%) of the outstanding shares of our common stock continuously for at least twelve months prior to the date of submission of the recommendation. Our Board has established the following procedures by which these stockholders may submit recommendations regarding director candidates: •To recommend a candidate for election to the Board, a stockholder meeting the criteria set forth above must notify the Nominating and Corporate Governance Committee by writing to our General Counsel at the following address:
Consideration of Director Nominees
| General Counsel (Director Recommendation) eHealth, Inc. 13620 Ranch Road 620 N Suite A250 Austin, TX 78717 |
Consideration of Director Nominees
•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 if elected; •evidence of the required ownership of our common stock by the recommending stockholder; and •any other information that the stockholder believes is relevant in considering the candidate. A stockholder that instead desires to nominate a person directly for election to the Board at an annual meeting of stockholders must meet applicable requirements, including the deadlines and other requirements set forth in our bylaws. Director Qualifications. Our Board believes that it is necessary for each of our directors to possess many qualities, skills and attributes. The Nominating and Corporate Governance Committee is responsible for reviewing with the Board from time to time the appropriate qualities, skills and attributes required of members of our Board in the context of the current make-up of our Board. According to our Corporate Governance Guidelines, the Nominating and Corporate Governance Committee will consider the following in connection with its evaluation of director candidates: •the current size, composition and organization of the Board and the needs of the Board and its Committees; •such factors as character, integrity, judgment, diversity of experience, race and gender, independence, area of expertise, corporate experience, length of service, potential conflicts of interest and other commitments; and •such other factors as the Nominating and Corporate Governance Committee may consider appropriate. The minimum qualifications and skills that each director should possess include (i) strong professional and personal ethics and values, (ii) broad experience at the policy-making level in business, government, education, technology or public interest and (iii) the ability to assist with and make significant contributions to our success. Our Board and Nominating and Corporate Governance Committee review and assess the continued relevance of and emphasis on these factors as part of the Board’s periodic self-assessment process and in connection with candidate searches to determine if they are effective in helping to satisfy our goal of creating and sustaining a Board that can appropriately support and oversee the Company’s activities. The Nominating and Corporate Governance Committee also evaluated the skills and experience listed under the Board Skills Matrix on page 13, which though not exhaustive, are helpful in ensuring that our directors collectively possess the qualifications necessary for us to execute on our long-term strategic plan. In addition, our Board and Nominating and Corporate Governance Committee believe that it is important that our directors represent diverse viewpoints and consider diversity of experience, skills, background, race and gender in their evaluation of director candidates. During the past five years, our Board has added two women directors, including one who self-identifies as Asian, and 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 and candidates for filling vacancies on our Board. The Nominating and Corporate Governance Committee may consider bona fide candidates from all relevant sources, including current Board members, professional search firms and other persons. The Nominating and Corporate Governance Committee will also consider bona fide director candidates recommended by stockholders pursuant to the requirements set forth above. The Nominating and Corporate Governance Committee is responsible for evaluating director candidates in light of the Board membership criteria described above, based on all relevant information and materials available to the Nominating and Corporate Governance Committee. This includes information and materials provided by stockholders recommending director candidates, professional search firms and other parties. Stockholder Communication with Directors. The Board believes that stockholders should have an opportunity to communicate with the Board. Any communication from a stockholder to the Board generally or to a particular director should be in writing and should be delivered to our General Counsel at our principal executive offices. Each such communication should set forth (i) the name and address of the stockholder, as they appear on our books, and if the stock is held by a nominee, the name and address of the beneficial owner of the stock, and (ii) the class and number of shares of our stock that are owned of record by the record holder and beneficially by such beneficial owner. Our General Counsel will monitor these communications. The General Counsel will, in consultation with appropriate directors as necessary, generally screen out communications from stockholders that are (i) solicitations for products and services, (ii) matters of a personal nature not relevant for stockholders or (iii) matters of a type that render them improper or irrelevant to the functioning of the Board and us. Summaries of appropriate communications will be provided to the Board at each regularly scheduled meeting of the Board. The Board generally meets on at least a quarterly basis. Where the nature of a communication warrants, the General Counsel may determine, in his or her judgment, to obtain the more immediate attention of the appropriate Committee of the Board or an individual director and may consult our independent advisors or management regarding the communication. The General Counsel may decide in the exercise of his or her judgment whether a response to any stockholder communication is necessary. The procedures described above do not apply to communications to non-employee directors from our officers or directors who are stockholders or to stockholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Non-Employee Director Compensation Program
Non-Employee Director Compensation Program
Annual Retainers
Annual Retainers Employee directors of the Company are not paid any fees for serving as members of the Board. Non-employee directors are eligible to receive compensation under our Director Compensation Program, as discussed in this section. In June 2024, the Board approved an amendment to our Director Compensation Program to provide for (i) an increase in the annual cash retainer payable for non-employee directors by $25,000, (ii) a decrease in the grant date value of initial and annual equity grants under the Director Compensation Program by $25,000, (iii) a revision to the vesting schedule applicable to initial equity grants to provide for annual vesting over three years and (iv) an increase to the limit for compensation payable to non-employee directors in their initial year of service. For their service in 2024, our non-employee directors were entitled to receive cash compensation in accordance with the amounts set forth in the table below. There are no per-meeting attendance fees for attending Board meetings or meetings of any Committee, but our non-employee directors are entitled to reimbursement of business, travel and related expenses incurred in connection with their attendance at Board and Committee meetings. Annual cash retainers are paid on a quarterly basis prospectively.
Equity Compensation
Equity Compensation Pursuant to our Director Compensation Program, non-employee directors are eligible to receive automatic equity award grants on the terms specified below. Prior to its termination on June 12, 2024, such automatic equity awards were granted under our Amended and Restated 2014 Equity Incentive Plan (the “2014 Equity Plan”). Following the termination of the 2014 Equity Plan, such automatic equity awards are granted under our 2024 Equity Incentive Plan (the “2024 Equity Plan”) that was adopted at the 2024 annual meeting of stockholders. •Initial Equity Grants. Each non-employee director who first becomes a member of our Board will receive, automatically as of the first date of service as a non-employee director, a one-time grant of time-based restricted stock units (“RSUs”) with a value of $175,000, 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 three years from the date of grant, in each case subject to the director’s continued service with us through the applicable vesting dates. A director who becomes a non-employee director as a result of ceasing to be an employee of the Company is not eligible to receive this equity award grant. •Annual Equity Grants. Each non-employee director who continues service on our Board will also receive, on the first trading day immediately prior to the date of each annual stockholders’ meeting, an annual grant of RSUs with a value of $175,000, based on the 20-trading day volume-weighted average closing price of our common stock through and inclusive of the last trading date immediately prior to the date of grant, rounded down to the nearest share. Twenty-five percent (25%) of the shares subject to the annual equity grant vest at the end of each three-month period after the applicable date of grant on the same day of the month as the date of grant (or the last day of the month, if there is no corresponding day in such month), in each case subject to the director’s continued service with us through the applicable vesting dates. However, any shares subject to the annual equity grant that remain unvested on the day immediately prior to the date of our next annual stockholder meeting shall vest in full on such date, subject to the director’s continued service through such vesting date. A new director will not receive an annual grant in the same calendar year as the initial equity grant. •Board Chairperson Appointment Grant. A new Board Chairperson will receive, automatically as of the first date of service as a newly appointed Board Chairperson, a grant of RSUs with a value of $100,000, based on the 20-trading day volume-weighted average closing price of our common stock through and inclusive of the last trading date immediately prior to the date of approval. The RSUs vest in full approximately one year following the grant date, subject to the director’s continued service through such vesting date. •Accelerated Vesting upon a Change in Control. Equity awards granted to non-employee directors will become fully vested as of immediately prior to the completion of a Change in Control of eHealth (as defined in the 2014 Equity Plan or 2024 Equity Plan, as applicable). Travel Expenses •Each non-employee director’s reasonable, customary and documented travel expenses to meetings of the Board and its Committees, as applicable, will be reimbursed by the Company. Directors are required to remit their expenses in a timely manner consistent with the Company’s reimbursement policy and by no later than 30 days after incurring such expenses. Annual Compensation Limit •No non-employee directors, in any fiscal year of the Company, may be granted equity awards, the value of which will be based on their grant date fair value determined in accordance with GAAP, and be provided any other compensation (including without limitation any cash retainers or fees), in amounts that, in the aggregate, exceed $750,000; provided that such amount is increased to $1,000,000 in the fiscal year of such individual’s initial service as a non-employee director. Any equity awards granted or other compensation provided to an individual for such individual’s services as an employee, or for such individual’s services as a consultant (other than as a non-employee director) will be excluded for purposes of calculating the annual compensation limit. Our Compensation Committee works with its compensation consultant on an annual basis to review director compensation practices at companies in the same peer group used by our Compensation Committee for purposes of reviewing executive compensation (as discussed further below), and our Board takes this information into account in setting the levels of director compensation.
Third Party Compensation of Directors
Third Party Compensation of Directors None of our directors is a party to any agreement or arrangement that would require disclosure pursuant to Rule 5250(b)(3) of the Nasdaq Stock Market.
2024 Non-Employee Director Compensation
2024 Non-Employee Director Compensation The following table summarizes compensation that our non-employee directors earned during 2024 for service on our Board and any applicable Committee(s) thereof:
2024 Non-Employee Director Compensation
| Name | Fees Earned in Cash ($) | Stock Awards ($)(1) | Total ($) | | Prama Bhatt(2) | 23,984 | 179,007 | 202,991 | | Andrea C. Brimmer(3) | 81,250 | 160,388 | 241,638 | | Beth A. Brooke(4) | 110,000 | 230,021 | 340,021 | | A. John Hass, III(5) | 80,625 | 160,388 | 241,013 | | Erin L. Russell(6) | 91,250 | 160,388 | 251,638 | | Cesar M. Soriano(7) | 71,250 | 160,388 | 231,638 | | Aaron C. Tolson(8) | — | — | — | | Dale B. Wolf(9) | 104,375 | 160,388 | 264,763 |
2024 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 2024, 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, 2024. (2)Ms. Bhatt earned $20,234 as a non-employee member of the Board, $2,500 for her position as a member of the Audit Committee and $1,250 for her position as a member of the Government and Regulatory Affairs Committee. (3)Ms. Brimmer earned $62,500 as a non-employee member of the Board, $7,500 for her position as Chairperson of the Compensation Committee, $3,750 for her position as a member of the Compensation Committee, $2,500 for her position as a member of the Nominating and Corporate Governance Committee and $5,000 for her position as Chairperson of the Nominating and Corporate Governance Committee. (4)Ms. Brooke was appointed as Chairperson of the Board effective June 12, 2024. Ms. Brooke earned $62,500 as a non-employee member of the Board, $25,000 for her position as Chairperson of the Board, $12,500 for her position as Chairperson of the Audit Committee, $5,000 for her position as a member of the Audit Committee, $3,750 for her position as a member of the Government and Regulatory Affairs Committee and $1,250 for her position as a member of the Nominating and Corporate Governance Committee. (5)Mr. Hass earned $62,500 as a non-employee member of the Board, $10,000 for his position as Chairperson of the Government and Regulatory Affairs Committee, $5,625 for his position as a member of the Compensation Committee and $2,500 for his position as a member of the Audit Committee. (6)Ms. Russell earned $62,500 as a non-employee member of the Board, $12,500 for her position as Chairperson of the Audit Committee, $5,000 for her position as a member of the Audit Committee, $7,500 for her position as Chairperson of the Compensation Committee and $3,750 for her position as a member of the Compensation Committee. (7)Mr. Soriano earned $62,500 as a non-employee member of the Board, $7,500 for his position as a member of the Compensation Committee and $1,250 for his position as a member of the Government and Regulatory Affairs Committee. (8)Since joining the Board in 2021, Mr. Tolson has waived his cash and equity compensation for his service as a non-employee member of the Board until further notice to the Company. (9)Mr. Wolf served as Chairperson of the Board until June 12, 2024. Mr. Wolf earned $62,500 as a non-employee member of the Board, $25,000 for his position as Chairperson of the Board, $7,500 for his position as a member of the Audit Committee, $5,000 for his position as Chairperson of the Nominating and Corporate Governance Committee, $2,500 for his position as a member of the Nominating and Corporate Governance Committee and $1,875 for his position as a member of the Compensation Committee. All of our current non-employee directors have received RSUs under our 2014 Equity Plan or our 2024 Equity Plan in connection with their service as members of our Board, other than Mr. Tolson. The table below summarizes the outstanding unvested RSUs held by our non-employee directors as of December 31, 2024. Certain of our directors have elected to defer settlement of vested RSUs pursuant to the terms of a deferral election.
2024 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, 2024 | | Prama Bhatt | 9/24/2024 | RSUs(1) | 44,864 | 44,864 | | Andrea C. Brimmer(2) | 6/11/2024 | RSUs(3) | 31,760 | 15,880 | | Beth A. Brooke | 6/11/2024 8/7/2024 | RSUs(3) RSUs(4) | 31,760 18,181 | 15,880 18,181 | | A. John Hass, III(5) | 3/10/2021 6/11/2024 | RSUs(6) RSUs(3) | 3,553 31,760 | 888 15,880 | | Erin L. Russell | 7/21/2021 6/11/2024 | RSUs(6) RSUs(3) | 3,374 31,760 | 844 15,880 | | Cesar M. Soriano | 5/6/2021 6/11/2024 | RSUs(6) RSUs(3) | 2,876 31,760 | 719 15,880 | | Aaron C. Tolson(5) | — | — | — | — | | Dale B. Wolf | 6/11/2024 | RSUs(3) | 31,760 | 15,880 |
2024 Non-Employee Director Compensation
–––––––––––––– (1)RSUs vest in three equal annual installments. (2)Number of RSUs does not include 1,611 shares of vested RSUs granted in June 2021 that have been deferred pursuant to the terms of a deferral election or 24,446 shares of vested RSUs granted in June 2023 which are subject to the same deferral. (3)RSUs vest in four equal quarterly installments. However, any shares that remain unvested on the day immediately prior to the date of our upcoming Annual Meeting will vest in full on such date, subject to the individual’s continued service through such vesting date. (4)Represents RSUs granted in connection with the Board chair appointment effective June 12, 2024. RSUs vest 100% on June 12, 2025. (5)Number of RSUs does not include 24,446 shares of vested RSUs granted in June 2023 that have been deferred pursuant to the terms of a deferral election. (6)RSUs vest in four equal annual installments. (7)Since joining the Board in 2021, Mr. Tolson has waived his cash and equity compensation for his service as a non-employee member of the Board until further notice to the Company.
Corporate Governance Policies
Corporate Governance Policies Code of Business Conduct Our Board has adopted a code of business conduct and ethics (the “Code of Business Conduct”), which is applicable to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions, and our contractors, consultants and agents. The Code of Business Conduct is available under “Governance” on the Investor Relations page of our website at ir.ehealthinsurance.com. Corporate Governance Guidelines Our Board has adopted corporate governance guidelines (the “Corporate Governance Guidelines”) that address the role and composition of, and policies applicable to, the Board. The Nominating and Corporate Governance Committee annually reviews our Corporate Governance Guidelines and reports their recommendations regarding the amendment thereof to our Board. Our Corporate Governance Guidelines are available under “Governance” on the Investor Relations page of our website at ir.ehealthinsurance.com. Equity Award Policy Our Board has adopted an equity award policy (the “Equity Award Policy”) that provides as follows: •Our Compensation Committee may grant equity awards to our directors, officers, employees or consultants; •Our Equity Incentive Committee may grant equity awards to our employees or consultants, subject to the limitations that (i) the recipient has not already received an equity award from us, (ii) the recipient is not a senior executive or member of our Board, and (iii) the Equity Incentive Committee may not grant (a) options to purchase shares of our common stock or stock appreciation rights for more than a number of shares determined by dividing $1,500,000 by the closing price of our common stock on the trading date prior to the approval date of our Equity Incentive Committee per grantee, and (b) restricted stock or restricted stock units for more than a number of shares determined by dividing $900,000 by the closing price of our common stock on the trading date prior to the approval date of our Equity Incentive Committee per grantee, in each case unless the Compensation Committee approves a revised limit; •Our Compensation Committee will approve grants of equity awards (i) to new hires or to recently promoted employees at the first Compensation Committee meeting on or after the employee’s first day of bona fide employment or the day of the employee’s promotion, or as soon as reasonably practicable after such dates via a unanimous written consent and (ii) to existing directors, officers, employees or consultants (other than recently promoted employees) at the first regularly scheduled Compensation Committee meeting in a calendar quarter or via a unanimous written consent; •For accounting, tax and securities law purposes, all awards are effective on the “date of grant,” which is the later of (i) the 10th business day after the date when the applicable Committee approved the awards or (ii) the first business day of the following month after the applicable Committee approved the awards, with “business day” being defined as a day in which U.S. financial markets including the Nasdaq Stock Market and New York Stock Exchange are open for trading; and •The exercise price of all options and stock appreciation rights is required to be equal to or greater than the closing price of our common stock on the date of grant. Insider Trading Policy Our Board has adopted an insider trading compliance program (the “Insider Trading Policy”), which prohibits trading of our securities based on material, nonpublic information regarding our Company and applies to our and our subsidiaries’ directors, employees, including our executive officers, consultants, contractors and advisors, and, in each case, members of their immediate families, other family members who live in their same household and any entity whose securities transactions they influence, direct or control (collectively, the “Insiders”). We believe the Insider Trading Policy is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations and the listing standards of the Nasdaq Stock Market. A copy of the Insider Trading Policy was filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2024. In addition, with regard to the Company trading in our own securities, it is our policy to comply with the federal securities laws and the applicable exchange listing requirements. Under the Insider Trading Policy, Insiders are generally prohibited from, among other things, trading on material, nonpublic information, holding our securities in a margin account or pledging our securities as collateral for a loan, “tipping,” with respect to our directors, officers and employees and those consultants, contractors and advisors we identify, trading during our quarterly trading blackout periods, conducting short sales of our securities, trading in derivative securities (e.g., “puts,” “calls,” or other similar hedging instruments) relating to our securities, placing open orders with brokers in violation of the Insider Trading Policy and disclosing material nonpublic information relating to our Company or our subsidiaries.
2024 Leadership Transition
2024 Leadership Transition In 2024, we embarked on a multistep leadership transition for business continuity, which we believe positions us for continued operational and financial excellence and drives stockholder value. •In January 2024, Ms. Barbeau was promoted to be an executive officer and Chief Revenue Officer (having previously served as our Chief Marketing Officer) of the Company. In connection with Ms. Barbeau’s promotion, recognizing a significant increase in the scope of her responsibilities taking on overseeing the Company’s sales and sales operations in addition to her existing marketing duties and her contribution to the Company’s business, the Compensation Committee approved a promotion equity award of 75,000 RSUs. •In August 2024, we announced Mr. Soistman’s plan to retire from his role as Chief Executive Officer by end of the second quarter of 2025. If Mr. Soistman is re-elected, he intends to remain a director on the Company's Board. •In connection with Mr. Soistman’s retirement announcement, the Compensation Committee approved a retention incentive program consisting of the grant of (i) special cash retention bonuses and (ii) RSU awards for Mr. Galimi and Ms. Barbeau as the Compensation Committee believes that the retention of these key executives was critical to an efficient leadership transition at the Company. These retention incentives will be earned and payable subject to the applicable executive remaining in service to the Company for a specified period following the date when Mr. Soistman ceases to be the Company’s Chief Executive Officer.
2024 Compensation Program Highlights
2024 Compensation Program Highlights The Compensation Committee, working closely with management and its independent compensation consultant, Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”), reviewed and approved our executive compensation program aimed at recognizing progress towards our multi-year strategic and transformation objectives developed and executed in 2022 and 2023 (as described in our proxy statement for the fiscal year ended 2023) as well as achievement of operating targets for the year while reflecting our continued commitment to pursue a compensation plan based on our pay-for-performance philosophy. The performance metrics selected also reflect the three-year financial targets that we shared at our Investor Day in May 2023. Key highlights from our 2024 executive compensation program include the following: •2024 Bonus Program: The 2024 annual bonus program (the “2024 Bonus Program”) broadened our focus by introducing Company Operating Cash Flow(1) as a new performance goal (40% weighting), while shifting the weighting of the adjusted EBITDA performance goal (20% weighting as opposed to 60% weighting in 2023). The 2024 Bonus Program retains the 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 could receive was 200% of the participant’s target payout (increased from 150% for the performance goals related to total revenue and fiscal year priorities). While the 2024 Bonus Program thresholds generally reflect the mid-point of our 2024 guidance range, the Compensation Committee added additional rigor to the Operating Cash Flow performance goal, by setting the target maximum goal to a breakeven point, a target that was $5 million above the top of our Fiscal Year 2024 guidance range. •2024 Equity Incentive Program: For long-term incentives, 2024 equity awards granted to our Named Executive Officers reflected a continued shift towards a more performance-driven mix. The annual equity grant to our Chief Executive Officer was evenly weighted between PSUs and RSUs, Ms. Barbeau’s 2024 annual grant was made in the form of 100% PSUs and the annual grant to Mr. Galimi was weighted 35% in the form of PSUs and 65% in the form of RSUs. The PSUs granted to our Named Executive Officers measure performance over a two-year period, with vesting subject to an additional one-year service period following the end of the performance period to the extent PSUs become eligible to vest upon achievement of adjusted EBITDA margin goals. The RSUs granted to our Named Executive Officers vest annually over a three-year period, subject to continued service to us. •Retention Incentive Program: Following the retirement announcement of our Chief Executive Officer, the Compensation Committee approved a retention incentive program consisting of the grant of (i) special cash retention bonuses and (ii) RSU awards for the Company’s executive officers as the Compensation Committee believes that the retention of these key executives is critical to an efficient leadership transition at the Company. •CEO Compensation. Our Chief Executive Officer’s base salary remained unchanged in 2024. His target bonus increased from 110% to 120%, with the incremental 10% being tied to CEO-succession goals. –––––––––––––– (1) “Operating Cash Flow” is calculated as the Company’s net cash provided by or 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).
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 | | ✓ | ✓ |
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 that is earned based on our performance. We believe that pay should be directly linked to performance with an emphasis on creating value for our stockholders, taking a long-term view of our business by creating incentives that will drive sustainable profitable growth and long-term increase in our stock price. We do not have any formal policies for allocating compensation among base salary, annual cash incentive awards and long-term incentive equity grants, short- and long-term compensation or among cash and non-cash compensation. Instead, our Compensation Committee and our Board exercise judgment to establish a total compensation program for each executive officer that is a mix of current, short- and long-term incentive compensation, and cash and non-cash compensation, that our Compensation Committee and Board believe is appropriate to achieve the goals of our executive compensation program and our corporate objectives. In setting the elements of compensation, our Compensation Committee considers prior compensation paid and amounts realizable from prior equity-based awards, as well as other benefits provided by the Company.
Use of Market Data
Use of Market Data For its 2024 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.
Competitive Compensation
Competitive Compensation For the 2024 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 2023 to 2024, as described below) and also with compensation data drawn from insurance and healthcare technology companies with revenues generally from $200 million to $1.5 billion and market capitalization ranging from $100 million to $1.0 billion included in the Radford Global Technology Survey. The Compensation Committee recognizes that compensation data for some of our key positions may not always be explicitly reported by companies in our compensation peer group or survey data, which could result in limited sample sizes, and/or that any inconclusive or anomalous data can be misleading as to any specific percentile for assessing market competitive practices. The survey data used in addition to the peer group company data were intended to be reflective of companies that compete in our labor market and of companies with similar revenue levels (provided that the Compensation Committee did not separately review each individual company included in the additional survey data used). The Compensation Committee further considers internal factors, such as internal pay equity across the management team, tenure, 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.
2024 Peer Group
2024 Peer Group The peer group developed by Aon, approved by our Compensation Committee and used in Aon’s analysis for 2024 compensation, was based on publicly-traded, primary industries of insurance and healthcare technology business with revenues generally ranging from $200 million to $1.5 billion and market capitalization generally ranging from $100 million to $1.0 billion. Using the above criteria, the following 18 companies were identified to comprise our 2024 peer group, which consist of seven companies in the insurance sector, seven companies in the healthcare sector and four companies in the technology sector:
2024 Peer Group
| Insurance Peers | Healthcare Peers | Technology Peers | | BRP Group, Inc.** | Alignment Healthcare, Inc. | EverQuote, Inc. | | Clover Health Investments, Corp. | Computer Programs and Systems, Inc.*** | MediaAlpha, Inc. | | GoHealth, Inc. | Health Catalyst, Inc.* | Priority Technology Holdings, Inc. | | Hippo Holdings, Inc.* | MultiPlan, Inc.**** | Quotient Technology, Inc. | | Oscar Health, Inc.* | NextGen Healthcare, Inc. | | | SelectQuote, Inc. | Sharecare, Inc. | | | Vericity, Inc.* | Tabula Rasa HealthCare, Inc. | |
2024 Peer Group
| –––––––––––––– | | | * | New peer group companies in 2024. | | ** | Renamed The Baldwin Insurance Group, Inc. in May 2024. | | *** | Renamed TruBridge in March 2024. | | **** | Renamed Claritev Corp. in February 2025. |
2024 Peer Group
Convey Health Solutions Holdings, Inc., Evolent Health, Inc., and Payoneer Global Inc., each of which were included in our 2023 peer group, were removed from our 2024 peer group because they were acquired or merged with other companies or no longer meet the industry, revenue or market capitalization criteria for the peer group as a whole. The new companies added to our 2024 peer group, as indicated in the table above, satisfied all or substantially all of the industry, revenue and market capitalization criteria for the peer group approved by the Compensation Committee.
2024 Bonus Program
2024 Bonus Program We provide the opportunity for our executive officers to earn an annual cash bonus. We provide this opportunity in order to attract and retain 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 April 2024, our Compensation Committee approved the 2024 Bonus Program under the executive bonus plan for our executives, including our Named Executive Officers. The 2024 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 2024 target cash bonus opportunities for our Named Executive Officers as compared to their 2023 target cash bonus opportunities (as applicable) were as follows:
2024 Bonus Program
| Name | 2023 Target Bonus Opportunity as Percent of Base Salary | 2023 Target Bonus Opportunity Amount ($) | 2024 Target Bonus Opportunity as Percent of Base Salary | 2024 Target Bonus Opportunity Amount ($) | | Francis S. Soistman(1) | 110% | 825,000 | 120% | 900,000 | | Michelle Barbeau(2) | N/A | N/A | 75% | 322,500 | | Gavin G. Galimi(3) | 60% | 234,000 | 60% | 250,627 |
2024 Bonus Program
–––––––––––––– (1)Mr. Soistman’s target bonus percentage increased from 110% to 120%, with the incremental 10% tied to Mr. Soistman’s preparation and delivery to the Compensation Committee of a CEO succession plan. (2)Ms. Barbeau became an executive officer on January 1, 2024. (3)The change in the target bonus opportunity amount reflects a merit-based salary increase for Mr. Galimi. For 2024, the Compensation Committee determined to maintain the same (on a percentage-of-base salary basis) target cash bonus opportunity for Mr. Galimi. Mr. Soistman’s target cash bonus opportunity was increased by 10% to account for additional succession plan duties.
2024 Bonus Program Design
2024 Bonus Program Design The 2024 Bonus Program was designed to drive performance, recognize achievement of strategic and financial objectives for the year, and motivate and retain our new leadership team. The 2024 Bonus Program broadened our focus by introducing Company Operating Cash Flow as a new performance goal, while shifting the weighting of the adjusted EBITDA performance goal (20% weighting as opposed to 60% weighting in 2023). In 2023, Company Operating Cash Flow was previously used as a performance metric for performance-based equity awards. Given that the performance period used for the 2023 equity award program was only for fiscal 2023, the Compensation Committee deemed it advisable to include the Company Operating Cash Flow as a performance metric under the 2024 Bonus Program. As further discussed below, the Compensation Committee introduced adjusted EBITDA margin over a two-year performance period as a new metric for the 2024 Equity Incentive Program to continue our emphasis on efficiencies to drive profitability. The 2024 Bonus Program retains the total revenue (20% weighting) and select Fiscal Year 2024 operational priorities outlined below (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 could receive was 200% of the participant’s target payout (increased from 150% for the performance goals related to total revenue and fiscal year priorities). Our Operating Cash Flow, which was the sole performance metric used for our 2023 PSU awards, is allocated 40% weighting under the 2024 Bonus Program, reflecting our continued focus on achieving cash targets. The specific performance goals under the 2024 Bonus Program approved by the Compensation Committee are as follows:
2024 Bonus Program Design
| 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% |
2024 Bonus Program Design
–––––––––––––– (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 reflected 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 three-year financial targets we shared at our Investor Day in May 2023. •In setting the target achievement level for the adjusted EBITDA metric, although our actual adjusted EBITDA for fiscal year 2023 was $14.1 million, the Compensation Committee recognized that completion of the Company’s transformation plan and work towards revenue growth would require additional cash investment. Accordingly, the Compensation Committee set the 2024 adjusted EBITDA target range to ($5) million to $20 million, which is higher than the 2023 adjusted EBITDA target range of ($15) million to $15 million, and set the 2024 adjusted EBITDA target at $7.5 million, also higher than the 2023 adjusted EBITDA target of ($5) million, to account for the expected cash investment to drive growth, which in turn could adversely impact our profitability metric. •The Compensation Committee also added additional rigor to the Operating Cash Flow performance goal, by setting the target maximum goal to a breakeven point, a target that was $5 million above the top of our 2024 guidance range. •Our 2024 guidance included 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 reflected 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 would be 200% of the participant’s target payout. The Compensation Committee provided for a wider range of outcomes given the uncertainties around the Medicare Advantage industry. The Compensation Committee also selected the following four strategic and operational goals as the FY24 Priorities:
2024 Bonus Program Design
| FY24 Priorities (20% Weighing) | | | Description | Measurement Criteria | | Advance our local market focused, omni-channel enrollment engine to drive higher conversions and greater margins | Year-over-year growth in overall agency conversion rate (online and telephonic) | | Launch the next phase of our member loyalty & retention strategy | Successful execution of customer retention strategy through launching ePerks Loyalty program | | Drive our B2B strategy and fortify the organizational foundation that supports our strategic partners and direct-to-employer opportunities | Year-over-year growth in our ICHRA product within the Employer and Individual (“E&I”) segment and our strategic partner marketing channel | | Enhance our comprehensive product portfolio beyond Medicare Advantage agency business to drive year-round growth | Year-over-year growth in diversified revenue (excluding MA agency) opportunities |
2024 Bonus Program Design
The Compensation Committee believed that the achievement of these strategic performance goals would advance the Company’s near-term operational priorities and represent rigorous goals that require significant effort on the part of each participant to achieve. As a result, the Compensation Committee approved cash bonus award opportunities based on achievement of these goals. The Compensation Committee also believed that with respect to the FY24 Priorities, achievement of all four metrics would require significant effort by our Named Executive Officers and their skillful execution of the Company’s strategy.
Bonus Payouts for 2024
Bonus Payouts for 2024 In March 2025, our Compensation Committee considered and determined the 2024 fiscal year performance of the Company against the previously established performance goals as follows:
Bonus Payouts for 2024
| Metric | 2024 Company Achievement (in thousands) | Goal Achievement Payout Percentage | Goal Weighting | Percentage of Target Payout(1) | | Operating Cash Flow | $(18,366) | 0% | 40% | 0% | | GAAP Annual Revenue | $532,410 | 200% | 20% | 40% | | Adjusted EBITDA(2) | $69,265 | 200% | 20% | 40% | | FY24 Priorities | 3 of 4 Goals Met | 100% | 20% | 20% | | | | | Total | 100% |
Bonus Payouts for 2024
–––––––––––––– (1) At management’s recommendation, the Compensation Committee used positive 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 FY24 Priorities, the Compensation Committee considered the following information: (i) the Company’s overall agency conversion rate grew for both online and telephonic enrollments; (ii) customer retention strategy including ePerks Loyalty program was launched; (iii) the Company achieved year-over-year growth in diversified revenue (excluding our Medicare Advantage agency segment); and (iv) the Company did not achieve year-over-year growth in E&I revenue (including ICHRA). Based on achievement of such operational goals, the Compensation Committee acknowledged achievement of the performance goals under the 2024 Bonus Program at 100% of target, while noting considerable over-performance with respect to the adjusted EBITDA and total revenue performance goals above maximum targets. Actual adjusted EBITDA for the fiscal year ended December 31, 2024 was $69 million and actual total revenue for the same period was $532 million, in comparison to the maximum performance targets of $20 million for adjusted EBITDA and $475 million for total revenue, respectively. The Compensation Committee recognized the impact of the Named Executive Officers’ performance on the Company’s success, including their strategic approach in proactively investing resources to capture the benefits of increased consumer demand during the fourth quarter of 2024, which approach, while decreasing Operating Cash Flow, contributed, in part, to significant Medicare enrollment and revenue growth and a significant increase in the Company’s stock price, which rose to approximately $10 per share in early 2025. In setting the actual bonus payout amounts, the Compensation Committee used positive discretion, as permitted under the 2024 Bonus Program, to approve a bonus payout equal to 150% of each Named Executive Officer’s target in recognition of the executive team’s strategic decision-making and performance in 2024. The Compensation Committee approved this modification after careful consideration and analysis of this unusual situation where management took actions contrary to their economic interest based on the original 2024 Bonus Program metrics which contributed to a significant increase in stock price, and determined that this action was warranted, reasonable and consistent with our stockholders’ best interest. The Compensation Committee believes that this result aligns with its philosophy of linking actual pay with financial performance. The actual bonus payments made to our Named Executive Officers in April 2025 are summarized as follows:
Bonus Payouts for 2024
| Name | 2024 Base Salary | 2024 Target Bonus Opportunity as Percent of Base Salary | 2024 Actual Bonus Payout as percent of 2024 Base Salary (at 150% Achievement) | Actual Bonus Payout ($) | | Francis S. Soistman | $750,000 | 120% | 180% | 1,350,000 | | Michelle M. Barbeau | $430,000 | 75% | 113% | 483,750 | | Gavin G. Galimi(1) | $425,000 | 60% | 90% | 375,941 |
Bonus Payouts for 2024
–––––––––––––– (1)Mr. Galimi’s actual bonus payout amount in 2024 reflects proration based on his base salary increase in March 2024.
2024 Total Cash Compensation Summary
| Name | 2024 Actual Salary ($)(1) | 2024 Actual Bonus ($) | All Other Cash Comp ($)(2) | Total Cash Compensation ($) | | Francis S. Soistman | 755,769 | 1,350,000 | 17,434 | 2,123,203 | | Michelle M. Barbeau | 433,308 | 483,750 | 11,284 | 928,342 | | Gavin G. Galimi | 420,865 | 375,941 | 10,694 | 807,500 |
2024 Equity Incentive Program
2024 Equity Incentive Program Equity incentive awards are an important part of our overall compensation program as they reward and incentivize performance, assist in attracting and retaining talented employees and help to align employee interests with the interests of our stockholders. The Compensation Committee reviews the equity holdings of our Named Executive Officers regularly, and grants equity awards to our Named Executive Officers informed in part by the market data provided by Aon, as discussed above. The terms of our 2024 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 2024 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.
2024 Equity Incentive Program Design
2024 Equity Incentive Program Design It is our practice to make annual equity awards. We utilize equity awards to attract, reward and motivate our employees, and to tie their financial interests to those of our stockholders. Following the launch of our multi-year transformation initiatives in 2022, our Compensation Committee temporarily reduced the total equity grants 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 our multi-year transformation initiatives. Starting in April 2023, the Compensation Committee gradually 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 one executive officer who had started in late 2022) 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. Our 2024 executive equity compensation program reflects our continued shift towards a more long-term, performance-driven mix. The annual equity grant to our Chief Executive Officer was evenly weighted between PSUs and RSUs, Ms. Barbeau’s 2024 annual grant was made in the form of 100% PSUs (taking into account the fact that the Compensation Committee previously approved a promotion equity award of 75,000 RSUs to Ms. Barbeau in connection with her promotion and in recognition of a significant increase in the scope of her responsibilities taking on overseeing the Company’s sales and sales operations in addition to her existing marketing duties), and the annual grant to Mr. Galimi was weighted 35% in the form of PSUs and 65% in the form of RSUs. In addition, the Compensation Committee evaluated the mix and vesting requirements in connection with making 2024 equity grants and extended the PSU performance period applicable to PSUs granted in 2024 to two years (in comparison to the one-year performance period applicable to PSUs granted in 2023). Furthermore, the Compensation Committee granted the equity awards with a continued focus on building long-term sustainable growth and introduced an adjusted EBITDA margin at the end of the performance period as a new performance metric. RSUs granted to our Named Executive Officers vest in equal annual installments over three years, subject to the applicable Named Executive Officer’s continued service through each applicable vesting date. 2024 PSUs were tied to achievement of Adjusted EBITDA margin performance goals for the two-year period between 2024 and 2025, as follows:
2024 Equity Incentive Program Design
| 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% | —% |
2024 Equity Incentive Program Design
•The 2024 PSUs have a two-year performance period, and based upon achievement of the adjusted EBITDA* margin performance goal, eligible shares will vest one year later on December 31, 2026, subject to continued service to us through each applicable vesting date. The Compensation Committee selected a two-year performance period for the PSUs granted in 2024 to align with our three-year financial targets covering our performance for fiscal 2023 through 2025. These targets were presented at the May 2023 Investor Day, which delineated our plan to achieve 8-10% adjusted EBITDA margin by the end of 2025. Achievement of adjusted EBITDA margin will be calculated by dividing our adjusted EBITDA for the two-year performance period from 2024 through 2025 by our 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, 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.
2024 Retention Incentives for Ms. Barbeau and Mr. Galimi
2024 Retention Incentives for Ms. Barbeau and Mr. Galimi In connection with Mr. Soistman’s retirement announcement, in October 2024, the Compensation Committee approved a retention incentive program (the “2024 Retention Incentive Program”) consisting of the grant of (i) special cash retention bonuses (each, a “Cash Retention Award”) and (ii) restricted stock unit awards (each, an “RSU Retention Award”, and together with the Cash Retention Award, the “Retention Incentives”) for three of the Company’s executive officers. The Compensation Committee determined that the Retention Incentives were critical to retaining the executive officers, who were recruited by Mr. Soistman, in order to ensure an efficient leadership transition following Mr. Soistman’s anticipated retirement. The Retention Incentives were designed to be earned and payable by these executive officers remaining in service to the Company for a specified period following the date when Mr. Soistman ceases to be Chief Executive Officer, as further explained below. Mr. Soistman was not eligible for a Retention Incentive. With respect to our Named Executive Officers, the amount of such Retention Incentives are as follows:
2024 Retention Incentives for Ms. Barbeau and Mr. Galimi
| Name | Cash Retention Award | RSU Retention Award (Shares) | | Michelle M. Barbeau | $250,000 | 31,300 | | Gavin G. Galimi | $250,000 | 31,300 |
2024 Retention Incentives for Ms. Barbeau and Mr. Galimi
The Cash Retention Award is earned and payable in two installments, subject to the recipient remaining a Service Provider (as defined in the 2024 Equity Plan) through the applicable vesting date. The first 50% will be earned and payable six months following the date on which Mr. Soistman ceases to be our Chief Executive Officer (the “Transition Effective Date”) and the second 50% will be earned and payable 18 months after the Transition Effective Date. The Cash Retention Award will vest in full and become payable in the event the recipient’s status as a Service Provider is terminated (i) voluntarily by the recipient for good reason, or (ii) by the Company other than for cause but excluding by reason of the recipient’s death or disability. The RSU Retention Awards are scheduled to vest and be paid in two installments, subject to the recipient remaining a Service Provider through the applicable vesting date. The first 50% will vest on the first anniversary of the grant date of December 10, 2024 (the “RSU Retention Award Grant Date”) and the second 50% of the RSU Retention Awards will vest on the second anniversary of the RSU Retention Award Grant Date. The RSU Retention Awards will vest in full and become payable in the event the recipient’s status as a Service Provider is terminated (i) voluntarily by the recipient for good reason, or (ii) by the Company other than for cause but excluding by reason of his or her death or Disability (as defined in the 2024 Equity Plan). The RSU Retention Awards otherwise will be subject to the terms of the 2024 Equity Plan and the Company’s standard form of RSU agreement. The RSU and PSU awards granted to our Named Executive Officers during 2024 are summarized as follows:
2024 Retention Incentives for Ms. Barbeau and Mr. Galimi
| | Annual Equity Award Program | | | Retention Incentive Program | Total 2024 Awards | | Name | Time-Based RSUs | Adjusted EBITDA Margin PSUs | Weighting % (RSUs / PSUs) | Time-Based RSUs | Weighting % (RSUs / PSUs) | | Francis S. Soistman | 125,000 | 125,000 | 50% / 50% | — | 50% / 50% | | Michelle M. Barbeau(1) | 75,000 | 35,000 | 68% / 32% | 31,300 | 75% / 25% | | Gavin G. Galimi | 55,250 | 29,750 | 65% / 35% | 31,300 | 74% / 26% |
2024 Retention Incentives for Ms. Barbeau and Mr. Galimi
–––––––––––––– (1) As noted above, in January 2024 Ms. Barbeau received 75,000 RSUs in connection with her promotion to Chief Revenue Officer. In April 2024, she received 35,000 PSUs in connection with her annual grant, resulting in an aggregate split of 32% and 68% between PSUs and RSUs, respectively. Ms. Barbeau did not receive RSUs in connection with her annual grant.
Change in Control and Termination Arrangements
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.”
Looking Ahead to 2025 Compensation
Looking Ahead to 2025 Compensation The Compensation Committee recognizes the importance of achievement of our multi-year strategic and annual financial objectives while reflecting our continued commitment to pursue a compensation plan based on our pay-for-performance philosophy. Our 2025 compensation structure will continue the story of eHealth from transformation to sustainable profitability. With that compensation philosophy in mind, we expect to move towards a 50/50 RSU/PSU format, which will align our executives’ performance more closely with our multi-year strategic and financial objectives. Our 2025 executive equity compensation program is expected to reflect our continued shift towards a more long-term, performance-driven mix, shifting from a two-year performance period in 2024 to a three-year performance period in 2025. In addition, the Compensation Committee is not expected to make changes to base salary or target annual cash opportunities as a percentage of base salary. Our 2025 bonus program will continue to incentivize a balanced approach to eHealth’s strategic goals incentivizing for the Company’s financial and operational goals. The Compensation Committee reviews and approves executive compensation annually based on the Company’s operational plan.
Equity Grant Practices
Equity Grant Practices We do not grant equity awards on a predetermined schedule, but typically approve equity awards at regularly scheduled meetings of our Board or Compensation Committee or with respect to annual awards and pursuant to information previously discussed with our Board or Compensation Committee, via unanimous written consent. We have not granted, nor do we intend to grant, stock options or other equity awards in anticipation of the release of material, nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement, and, we have not taken, nor do we intend to take, material nonpublic information into account when determining the timing or terms of equity awards. Similarly, we have not timed, nor do we intend to time, the release of material, nonpublic information for the purpose of affecting the value of executive compensation or for any other purpose.
2024 Summary Compensation Table
2024 Summary Compensation Table The information below sets forth the compensation earned by our Named Executive Officers for the years ended December 31, 2024 and 2023. 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.
2024 Summary Compensation Table
| Name and Principal Position | Year(1) | Salary ($)(2) | Bonus ($) | Stock Awards ($)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Francis S. Soistman | 2024 | 755,769 | — | 1,305,000 | — | 1,350,000 | 17,434 | 3,428,203 | | Chief Executive Officer | 2023 | 750,000 | — | 2,990,000 | — | 1,237,500 | 16,758 | 4,994,258 | | Michelle M. Barbeau(6) | 2024 | 433,308 | — | 995,350(7) | — | 483,750 | 11,284 | 1,923,692 | | Chief Revenue Officer | | | | | | | | | | Gavin G. Galimi | 2024 | 420,865 | — | 615,850(8) | — | 375,941 | 10,694 | 1,423,350 | | Senior Vice President, General Counsel and Corporate Secretary | 2023 | 385,769 | — | 460,000 | — | 335,495 | 10,147 | 1,191,411 |
2024 Summary Compensation Table
–––––––––––––– (1)Mr. Soistman became Chief Executive Officer of the Company effective November 2021. Ms. Barbeau joined the Company as Senior Vice President, Chief Marketing Officer in September 2022 and became the Company’s Chief Revenue Officer in January 2024. Mr. Galimi joined the Company as Senior Vice President, General Counsel and Corporate Secretary in June 2022. (2)The salary amounts for each NEO may differ from such NEO’s stated base salary as described elsewhere in this “Compensation Overview” section due to the timing of our payroll processes. The Company calculates salary based on a 52-week year, payable on a bi-weekly basis. For 2024, this resulted in the payment for two additional days. In addition, as described above, Mr. Galimi’s base salary increased effective March 2024. (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, 2024 and 2023. The 2024 PSUs have the following grant date fair values assuming the highest level of performance conditions will be achieved by assuming a 200% target payout at the stock price of $5.22 on the grant date: $1,305,000 for Mr. Soistman, $365,400 for Ms. Barbeau and $310,590 for Mr. Galimi. For more information regarding our Named Executive Officers’ equity awards granted in 2024, see “—Compensation Overviews—Executive Compensation Program for 2024.” (4)Amounts are performance-based cash bonus awards earned and approved by the Compensation Committee for their respective fiscal years. (5)The following table sets forth the component amounts presented in the “All Other Compensation” column above for the year ended December 31, 2024:
2024 Summary Compensation Table
| Name | Contributions Under 401(k) Plan ($)(a) | Group Term Life Insurance ($)(b) | | Francis S. Soistman | 10,523 | 6,911 | | Michelle M. Barbeau | 10,468 | 816 | | Gavin G. Galimi | 9,443 | 1,251 |
2024 Summary Compensation Table
–––––––––––––– (a)Represents 401(k) matching contributions. (b)Represents premiums paid for group term life insurance. (6)Because Ms. Barbeau became an executive officer in January 2024, her 2023 compensation information is not provided. (7)For Ms. Barbeau the amount also includes 31,300 RSUs granted in connection with the 2024 Retention Incentive Program and 75,000 RSUs granted in connection with her promotion in lieu of the 2024 annual RSU award. (8)For Mr. Galimi the amount also includes 31,300 RSUs granted in connection with the 2024 Retention Incentive Program.
2024 Grants of Plan-Based Awards
2024 Grants of Plan-Based Awards The following table provides information regarding the amount of performance-based cash bonus awards eligible to be earned in 2024 by each of the Named Executive Officers and equity awards granted in 2024 to each of the Named Executive Officers.
2024 Grants of Plan-Based Awards
| Name | Grant Date | Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Francis S. Soistman | 4/5/2024 | 3/22/2024 | | | | 62,500 | 125,000 | 250,000 | | 652,000 | | | 4/5/2024 | 3/22/2024 | | | | | | | 125,000 | 652,500 | | | | | 450,000 | 900,000 | 1,800,000 | | | | | | | Michelle M. Barbeau | 1/2/2024 | 12/11/2023 | | | | | | | 75,000 | 640,500 | | | 4/5/2024 | 3/22/2024 | | | | 17,500 | 35,000 | 70,000 | | 182,700 | | | 12/10/2024 | 10/3/2024 | | | | | | | 31,300 | 172,150 | | | | | 161,250 | 322,500 | 645,000 | | | | | | | Gavin G. Galimi | 4/5/2024 | 3/22/2024 | | | | 14,875 | 29,750 | 59,500 | | 155,295 | | | 4/5/2024 | 3/22/2024 | | | | | | | 55,250 | 288,405 | | | 12/10/2024 | 10/3/2024 | | | | | | | 31,300 | 172,150 | | | | | 125,314 | 250,627 | 501,255 | | | | | |
2024 Grants of Plan-Based Awards
–––––––––––––– (1)Represents threshold, target and maximum performance-based cash bonus payouts under the 2024 executive bonus program as described in “—Compensation Overview—Executive Compensation Program for 2024—2024 Bonus Program Design.” The actual bonus amounts paid to each Named Executive Officer are disclosed in the 2024 Summary Compensation Table set forth above. (2)Represents PSUs granted in 2024. For PSUs granted to each Named Executive Officer, a number of PSUs may become eligible to vest based on achievement of Adjusted EBITDA Margin performance goals for the period between January 1, 2024 and December 31, 2025 and any PSUs which become eligible shares based on such achievement are subject to a time-based vesting schedule which will be satisfied in full on December 31, 2026, subject to such individual’s continued services to us through such date, as described in “—Compensation Overview—Executive Compensation Program for 2024—2024 Equity Incentive Program Design.” 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 2024. For Mr. Soistman, the amount consists of 125,000 RSUs granted in connection with the 2024 annual equity award. For Ms. Barbeau, the amount consists of 75,000 RSUs granted in connection with her promotion in lieu of the 2024 annual equity award and 31,300 RSUs granted in connection with the 2024 Retention Incentive Program, as described in “—Compensation Overview—Executive Compensation Program for 2024—2024 Retention Incentive for Ms. Barbeau and Mr. Galimi.” For Mr. Galimi, the amount consists of 55,250 RSUs granted in connection with the 2024 annual equity award and 31,300 RSUs granted in connection with the 2024 Retention Incentive Program. (4)Amounts shown reflect the grant date fair value of RSU and PSU awards granted in 2024, computed in accordance with FASB ASC Topic 718 and assuming the probable level of achievement of the performance conditions of the PSUs, at 100% target. Our accounting policies regarding equity compensation and the assumptions used to compute the fair value of our equity awards are set forth in Notes 1 and 5 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024.
2024 Outstanding Equity Awards at Fiscal Year-End
2024 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, 2024. 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 “Other Information—Stock Ownership Information—Security Ownership of Certain Beneficial Owners and Management” and “2024 Option Exercises and Stock Vested at Fiscal Year-End” below. See “—Compensation Overview” for a description of equity awards granted in 2024.
2024 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) | 81,250 | 18,750 | | 41.03 | 10/06/2028 | | | | | | | 10/6/2021(3) | | | 25,000 | 41.03 | 10/06/2028 | | | | | | | 11/2/2021(4) | | | | | | | | 17,500 | 164,500 | | | 11/2/2021(5) | | | | | | 11,250 | 105,750 | | | | | 11/2/2021(6) | | | | | | 2,344 | 22,034 | | | | | 4/10/2023(7) | | | | | | 46,875 | 440,625 | | | | | 4/5/2024(8) | | | | | | | | 250,000 | 2,350,000 | | | 4/5/2024(9) | | | | | | 125,000 | 1,175,000 | | | | Michelle M. Barbeau | 10/12/2022(10) | | | | | | 65,790 | 618,426 | | | | | 4/10/2023(11) | | | | | | 10,547 | 99,142 | | | | | 1/2/2024(12) | | | | | | 56,250 | 528,750 | | | | | 4/5/2024(13) | | | | | | | | 70,000 | 658,000 | | | 12/10/2024(14) | | | | | | 31,300 | 294,220 | | | | Gavin G. Galimi | 8/1/2022(15) | | | | | | 29,792 | 280,045 | | | | | 4/10/2023(16) | | | | | | 23,438 | 220,317 | | | | | 4/5/2024(17) | | | | | | | | 59,500 | 559,300 | | | 4/5/2024(18) | | | | | | 55,250 | 519,350 | | | | | 12/10/2024(14) | | | | | | 31,300 | 294,220 | | |
2024 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, 2024, which was $9.40. (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 because performance was trending at below target. 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, 2024, none of the performance goals has been met. (4)Represents an estimate of the number of shares that may be earned under the Company’s Equity Incentive Program. 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 because performance was trending at below target. 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, 2024, 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 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. (8)Represents an estimate of the number of shares that may be earned under the Company’s Equity Incentive Program. The equity award covers 125,000 PSUs that vest upon achievement of adjusted EBITDA margin performance goals for the period January 1, 2024 to December 31, 2025. The number in the table reflects the 200% maximum because performance was trending at above target. Based upon achievement of the applicable performance criteria, the percentage that becomes eligible to vest would vest on December 31, 2026, subject to the executive officer’s continuing to provide services to us through the vesting date. (9)The equity award covers 125,000 RSUs that vest as to 1/3rd of the shares in equal annual installments after the vesting commencement date of April 10, 2024, subject to the executive officer’s continued service with us. (10)The equity award covers 150,376 RSUs that vest as to 1/4th of the shares on the first anniversary of the vesting commencement date of September 10, 2022, and in 12 equal quarterly installments thereafter, subject to the executive officer’s continued service with us. (11)The equity award covers 16,875 RSUs that vest as to 1/16th of the shares in equal quarterly installments after the vesting commencement date of April 10, 2023, subject to the executive officer’s continued service with us. (12)The equity award covers 75,000 RSUs that vest as to 1/16th of the shares in equal quarterly installments after the vesting commencement date of December 10, 2023, subject to the executive officer’s continued service with us. (13)Represents an estimate of the number of shares that may be earned under the Company’s Equity Incentive Program. The equity award covers 35,000 PSUs that vest upon achievement of adjusted EBITDA margin performance goals for the period January 1, 2024 to December 31, 2025. The number in the table reflects the 200% maximum because performance was trending at above target. Based upon achievement of the applicable performance criteria, the percentage that becomes eligible to vest would vest on December 31, 2026, subject to the executive officer’s continuing to provide services to us through the vesting date. (14)The equity award covers 31,300 RSUs that vest as to 1/2 of the shares in equal annual installments after the vesting commencement date of December 10, 2024, subject to the executive officer’s continued service with us. (15)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. (16)The equity award covers 37,500 RSUs that vest as to 1/16th of the shares in equal quarterly installments after the vesting date of April 10, 2023, subject to the executive officer’s continued service with us. (17)Represents an estimate of the number of shares that may be earned under the Company’s Equity Incentive Program. The equity award covers 29,750 PSUs that vest upon achievement of adjusted EBITDA margin performance goals for the period January 1, 2024 to December 31, 2025. The number in the table reflects the 200% maximum because performance was trending at above target. Based upon achievement of the applicable performance criteria, the percentage that becomes eligible to vest would vest on December 31, 2026, subject to the executive officer’s continuing to provide services to us through the vesting date. (18)The equity award covers 55,250 RSUs that vest as to 1/3rd of the shares in equal annual installments after the vesting date of April 10, 2024, subject to the executive officer’s continued service with us.
2024 Option Exercises and Stock Vested at Fiscal Year-End
2024 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, 2024 upon the vesting of stock awards. None of our Named Executive Officers exercised any options during the year ended December 31, 2024.
2024 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 | 399,375 | 2,799,728 | | Michelle M. Barbeau | 66,188 | 368,565 | | Gavin G. Galimi | 41,736 | 271,749 |
2024 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.
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.
Potential Payments and Benefits Upon Termination of Employment or Change in Control
Potential Payments and Benefits Upon Termination of Employment or Change in Control As described above, we have entered into employment or severance agreements with our Named Executive Officers that provide for certain severance benefits upon certain terminations in connection with a change of control and outside of a change of control. The following table provides estimates of payments and benefits that each Named Executive Officer would have been entitled to upon termination at December 31, 2024. In accordance with Securities and Exchange Commission rules, the potential payments were determined under the terms of the Company’s contracts, agreements, plans and arrangements as in effect on December 31, 2024. The tables do not include any previously vested equity awards or accrued benefits. Because the payments to be made to a Named Executive Officer depend on several factors, the actual amounts to be paid out upon a triggering event can only be determined at the time of the triggering event. Please refer to the descriptions of the employment or severance agreements with our Named Executive Officers above for explanations of payment and benefit levels, and descriptions of circumstances that trigger payments and benefits.
Potential Payments and Benefits Upon Termination of Employment or Change in Control
| | Termination Due to Death or Disability ($) | Termination Without Cause or Resignation for Good Reason ($) | Termination Without Cause or Resignation for Good Reason in Connection with a Change of Control ($) | | Francis S. Soistman(1) | | | | | Cash Payments(2) | 900,000 | 2,400,000 | 3,300,000 | | Value of Accelerated Vesting(3) | — | 127,784(4) | 1,743,409 | | Health Insurance Benefits(5) | — | 29,812 | 29,812 | | Total | 900,000 | 2,557,596(4) | 5,073,221 | | Michelle M. Barbeau | | | | | Cash Payments(2) | — | 430,000 | 752,500 | | Value of Accelerated Vesting(3) | — | — | 1,540,538 | | Health Insurance Benefits(5) | — | 29,731 | 29,731 | | Total | — | 459,731 | 2,322,769 | | Gavin G. Galimi | | | | | Cash Payments(2) | — | 425,000 | 680,000 | | Value of Accelerated Vesting(3) | — | — | 1,313,932 | | Health Insurance Benefits(5) | — | 20,538 | 20,538 | | Total | — | 445,538 | 2,014,470 |
Potential Payments and Benefits Upon Termination of Employment or Change in Control
(1)As discussed elsewhere in this Compensation Overview, in August 2024, Mr. Soistman announced his intent to retire from his role as Chief Executive Officer by the end of the second quarter of 2025. Mr. Soistman is not expected to receive severance benefits in connection with his resignation, but his Company equity awards will continue to vest, subject to his continued service to us. (2)Includes cash severance payments calculated based on base salary and target annual cash bonus in effect on December 31, 2024 (and assuming, in the case of Mr. Soistman’s death or disability, 100% performance achievement of bonus plan goals). (3)The value realized upon the accelerated vesting of (i) stock options is calculated by multiplying the number of “in-the-money” options subject to accelerated vesting by the difference between the closing market price of the shares on December 31, 2024 and the exercise price of such options and (ii) RSUs and PSUs is calculated by multiplying the number of RSUs or PSUs, as applicable, subject to accelerated vesting by the closing market price of the shares on December 31, 2024. The closing market price of the shares on December 31, 2024 was $9.40. Ms. Barbeau and Mr. Galimi do not hold outstanding stock options. (4)Amount reflects the value that would be realized upon accelerated vesting in the event that Mr. Soistman’s employment is terminated by us without cause other than during the Change of Control Period. In the event that Mr. Soistman resigns for good reason other than during the Change of Control Period, the value of accelerated vesting would be $960,078, and the total amount would be $3,389,890. (5)Represents the estimated cost to the Company of continuing health insurance premiums.
Pay Versus Performance
Pay Versus Performance In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officers (“PEOs”) and our non-PEO named executive officers (“Non-PEO NEOs”) and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance below in making its pay decisions for any of the years shown.
Pay Versus Performance
| Year | Summary Compensation Table Total for Mr. Soistman ($)(1) | Compensation Actually Paid to Mr. Soistman ($)(1)(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2)(3) | Value of Initial Fixed $100 Investment based on Company Total Shareholder Return(4) ($) | Net Income (Loss) ($ Millions) | | 2024 | 3,428,203 | 4,825,471 | 1,673,521 | 2,270,257 | 36.86 | 10.1 | | 2023 | 4,994,258 | 6,739,181 | 1,933,990 | 2,348,983 | 34.2 | (28.2) | | 2022 | 6,215,508 | (190,934) | 1,309,990 | 368,831 | 18.98 | (88.7) |
Pay Versus Performance
(1)Francis S. Soistman was our PEO for all of 2022 through 2024. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
Pay Versus Performance
| Year | Non-PEO NEOs | | | | | | 2024 | Gavin G. Galimi | Michelle M. Barbeau | | | | | 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 |
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. Soistman:
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 ($) | Compensation Actually Paid to Mr. Soistman ($) | | 2024 | 3,428,203 | (1,305,000) | 2,702,268 | 4,825,471 | | 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) |
Pay Versus Performance
Non-PEO NEOs:
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 ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 1,673,521 | (805,600) | 1,402,336 | 2,270,257 | | 2023 | 1,933,990 | (1,187,917) | 1,602,910 | 2,348,983 | | 2022 | 1,309,990 | (796,276) | (144,883) | 368,831 |
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. Soistman:
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 ($) | Total - Inclusion of Equity Values for Mr. Soistman ($) | | 2024 | 3,525,000 | (94,716) | — | (728,016) | — | 2,702,268 | | 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) |
Pay Versus Performance
Non-PEO NEOs:
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 ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 1,426,920 | 44,053 | 48,704 | (117,341) | — | 1,402,336 | | 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) |
Pay Versus Performance
(4)The value assumes $100 was invested for the period starting December 31, 2021, through the end of the listed year in the Company. Historical stock performance is not necessarily indicative of future stock performance.
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return and Peer Group Total Shareholder Return
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return and Peer Group Total Shareholder Return The following chart sets forth the relationship between Compensation Actually Paid to our PEO and the average of Compensation Actually Paid to our Non-PEO NEOs, and the cumulative TSRs for the Company over the three most recently completed fiscal years.
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO and the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the four most recently completed fiscal years.