DEF 14A of eHealth, Inc., Apr 28, 2026

DEF 14A of eHealth, Inc.

Filed Apr 28, 2026 · FY20250001333493-26-000020

Open on EDGAR

  1. Director Nominees

    Director Nominees Proposal 1 - Election of Directors begins on page 13 of this Proxy Statement The Board unanimously recommends that you vote “FOR ALL” of our Board’s director nominees. The following tables provide summary information (as of the Record Date) about eHealth’s director nominees.

  2. Director Nominees

    | Name | Primary Occupation | Age | Class | Director Since | A | C | NCG | Independent | | Prama Bhatt | Former Chief Digital Officer, Ulta Beauty, Inc. | 56 | II | 2024 | • | | | ✓ | | Beth A. Brooke† ‡ | Former Global Vice Chair of Public Policy, Ernst & Young | 66 | II | 2019 | • | | • | ✓ |

  3. Director Nominees

    | Legend† | Financial Expert | A | Audit | | ‡ | Board Chair | C | Compensation | | | | NCG | Nominating and Corporate Governance |

  4. Executive Compensation Highlights

    | | | Performance-Based / At Risk | | | | | Fixed | Short-Term Incentive | Long-Term Incentive | | | Component | Base Salary | Annual Bonus Program | Performance-Based Restricted Stock Units (“PSUs”) | Restricted Stock Units (“RSUs”) | | Objective | Provide competitive base salaries to compensate executives for day-to-day contributions | Link compensation to achievement of rigorous annual financial and/or operational performance | Link equity compensation with rigorous goals related to Company results and stockholder value | Provide retention incentive to employees to remain with the Company long-term |

  5. Amended and Restated 2024 Equity Incentive Plan

    Amended and Restated 2024 Equity Incentive Plan Proposal 4 - Amended and Restated 2024 Equity Incentive Plan begins on page 64 of this Proxy Statement. Stockholders are asked to approve an amendment and restatement of the eHealth, Inc. Amended and Restated 2024 Equity Incentive Plan (the “2024 Equity Plan”) to increase the number of shares of our common stock reserved for issuance by an additional 1,300,000 shares (the 2024 Equity Plan, as amended and restated, the “2024 Amended Equity Plan”), representing approximately 4.1% of fully diluted shares if approved. The requested increase is intended to provide sufficient shares to support equity awards through the Company’s 2027 annual equity grant cycle, based on historical usage, projected cancellations and forfeitures and ongoing discipline around equity utilization. Key Considerations: •Equity Awards are Essential to Talent Acquisition and Retention. The Company operates in a competitive talent market for healthcare and technology professionals and relies on equity compensation to attract, retain and motivate employees critical to executing its long‑term strategy. •Disciplined and Incremental Plan Cost and Dilution. The Board deliberately elected to request a smaller share increase to limit dilution and provide stockholders with more frequent opportunities to evaluate equity usage and dilution. The proposed share increase represents a measured, incremental authorization, rather than a larger multi‑year or expansive increase, while appropriately balancing the Company’s need to retain and motivate executives and other key employees through equity compensation program. •Burn Rates Reflect Moderation and Improving Trends. Burn rates have declined over the past three years, despite significant executive leadership changes. Previous elevated burn rates are primarily attributable to non‑recurring executive transitions, promotions and retention awards, rather than broad‑based increases in equity usage. Furthermore, after taking into account cancellations and forfeitures, the Company’s 2025 net burn rate was consistent with historical norms. •Peer Benchmarking Supports the Reasonableness of Equity Usage. For equity plan evaluation purposes, the Company benchmarks its equity usage against a healthcare technology, insurance technology and technology‑enabled services peer group, which management believes more accurately reflects the labor market in which the Company compete for talent. Using this peer group, the Company’s three‑year average gross and net burn rates fall within a reasonable market range, particularly given recent leadership transitions. •The 2024 Amended Equity Plan Retains Strong Governance Features. Our 2024 Amended Equity Plan includes governance features that are consistent with prevailing governance standards and stockholder expectations. ––––––––––––––––––––––––––––

  6. 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.

  7. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  8. General

    General Our Board currently consists of ten directors. Our certificate of incorporation provides for a classified Board consisting of three classes of directors, each serving staggered three-year terms. As a result, a portion of our Board is elected each year. Our Class II directors, whose term will expire at the Annual Meeting, are Prama Bhatt, Andrea C. Brimmer and Beth A. Brooke. Ms. Brimmer has previously notified the Company of her intent not to stand for re-election and will be departing the Board effective as of our Annual Meeting. Based on the recommendation of the Nominating and Corporate Governance Committee of our Board (the “Nominating and Corporate Governance Committee”), the Board has nominated each of Prama Bhatt and Beth A. Brooke for election as Class II directors at the Annual Meeting. Each of our director nominees has consented to (i) serve as a nominee, (ii) be named as a nominee in this Proxy Statement and (iii) serve as a director if elected. If elected, Mses. Bhatt and Brooke will serve as directors until the annual meeting of stockholders in 2029 and until their respective successors are elected and qualified, subject to earlier resignation or removal. Effective as of the Annual Meeting, if our director nominees are elected as recommended by our Board, it is expected that the size of the Board will be reduced from ten to nine members. The names and certain information about each of the nominees for election as a director and for each of the continuing members of the Board are set forth below, including information each nominee and continuing director has given us about his or her age, positions held, principal occupation and business experience for at least the past five years, and directorships of publicly-held companies for the past five years. There are no family relationships among any of our directors, director nominees or executive officers.

  9. General

    | | | | | Standing Committee Memberships | | | | | | Name | Age | Director Since | Class | Independent | A | C | NCG | Term Expiring | | Prama Bhatt | 56 | 2024 | II | ✓ | • | | | 2026 | | Beth A. Brooke † ‡ | 66 | 2019 | II | ✓ | • | | • | 2026 |

  10. General

    | Legend | † | Financial Expert | A | Audit | | | ‡ | Board Chair | C | Compensation | | | • | Committee Member | NCG | Nominating and Corporate Governance | | | • | Committee Chair | | |

  11. Nominees for Class II Directors

    Nominees for Class II Directors

  12. Nominees for Class II Directors

    | Prama Bhatt | Prama Bhatt has served as a director since September 2024. Ms. Bhatt currently serves as a non-executive director of the board of JD Sports Fashion Plc, a multinational sports-fashion retail company, and as a member of its Nominations and ESG committees since September 2024. Ms. Bhatt previously served on the board of directors of Hormel Foods Corporation, a multinational food processing company, from November 2019 through January 2025, including on its audit committee from November 2019 to February 2023 and its compensation committee from March 2023 to January 2025. From December 2019 through March 2024, Ms. Bhatt was chief digital officer of Ulta Beauty, Inc., a provider of retail beauty products and services. She served Ulta Beauty, Inc. as senior vice president, digital & ecommerce from April 2017 to December 2019 and vice president, digital & ecommerce, from 2014 to 2017. Ms. Bhatt was vice president, ecommerce of Kenneth Cole Productions, Inc., a fashion company, from 2011 to 2014. She held various management positions with Toys “R” Us, Inc. from 2002 to 2011, culminating with the position of vice president, general manager, ecommerce, US, from 2008 to 2011. Her prior experience includes the position of management consultant with Booz Allen Hamilton, Inc. and a tenure at Ford Motor Company, where she held various roles in product strategy, design and development. Ms. Bhatt holds a B.S. in electrical engineering from Oakland University, a Master of Science in electrical engineering from Wayne State University and an MBA from University of Michigan. Ms. Bhatt also serves on the board of advisors of UCLA Data Theory Major, the Executive Leadership Committee of the Retail AI Council and the emeritus advisory board of Shoptalk. Ms. Bhatt brings extensive expertise in digital commerce and consumer product marketing to our Board. | | Beth A. Brooke | Beth Brooke has served as a director since August 2019 and as Chairperson of the Board since June 2024. Ms. Brooke serves as a member of the board of directors of the New York Times Company, a global media organization, since April 2021 and serves on various private and nonprofit boards, including on the private company board of SHEEX, Inc., a bed linen company, and the U.S. Olympic and Paralympic Committee. She served as the global vice chair of public policy for EY (formerly Ernst & Young), a global professional services network, from 2007 to June 2019, and as EY Americas’ vice chair of public policy, sustainability and stakeholder engagement from 2001 to 2007. She was the global sponsor for EY’s diversity and inclusion efforts. Ms. Brooke also held various roles in strategy, corporate development and tax practice management at EY from 1981 to 2001. During the Clinton administration, Ms. Brooke served in the U.S. Department of the Treasury and was responsible for tax policy matters related to insurance and managed care, including working on healthcare and superfund legislative reform efforts. Ms. Brooke brings to our Board extensive knowledge of accounting and policy matters including healthcare policy from over thirty years of service at EY and as a prominent, trusted voice on public policy matters for the accounting and auditing profession and has extensive strategy, corporate development and executive management expertise. She is a prominent LGBT+ corporate leader and also brings extensive experience around diversity, inclusion and social justice. Ms. Brooke holds a B.S. in Industrial Management/Computer Science with Highest Distinction from Purdue University, where she played intercollegiate basketball. She has received Honorary Doctorates from Purdue, Babson College and Indiana University. She is a Fellow in the Life Management Institute, a Henry Crown Fellow in the Aspen Institute and a Certified Public Accountant, licensed in Indiana, the District of Columbia and New York (inactive). |

  13. Required Vote and Board Recommendation

    Required Vote and Board Recommendation The two candidates receiving the highest number of affirmative votes cast in person or by proxy at the Annual Meeting will be elected as directors to serve until their respective successors have been duly elected and qualified, subject to earlier resignation or removal. Any shares not voted FOR a particular nominee, including as a result of a WITHHOLD vote or a broker non-vote, will have no effect on the outcome of the election.

  14. Required Vote and Board Recommendation

    | ✓ | The Board recommends a vote “FOR” the election of each of the director nominees set forth above. |

  15. Continuing Directors: Class I

    Continuing Directors: Class I

  16. Continuing Directors: Class I

    | Todd Arden | Todd Arden has served as a director since September 2025. Mr. Arden previously served on the board of directors of Global Clean Energy Holdings, Inc., a renewable energy company, from December 2024 through August 2025, and Quantum Corporation, a data storage, management and protection company, from June 2024 through April 2025, and currently serves on several private company boards. Mr. Arden served as Senior Managing Director and Co-Chief Credit Officer at Black Diamond Capital Management LLC, an alternative asset management firm, from January 2016 until March 2020. From October 2012 to November 2014, Mr. Arden served as Chief Investment Officer–Octagon Credit Opportunities at CCMP Capital Advisors, LP, an American private equity investment firm. He was previously a Managing Director at Angelo, Gordon & Co. LP, a global alternative investment manager, from March 2000 to June 2012. Prior to that, he held roles as Senior Research Analyst at AIG Global Investment Corporation, Senior Equity Analyst at Troubh Partners LP and Manager in the Financial Consulting Services practice at Arthur Anderson & Co., New York. Mr. Arden received a B.A. in Economics from Northwestern University and an M.B.A. from Columbia University. Mr. Arden brings a long-term foundation in capital management and private equity business development. | | Derrick A. Duke | Derrick Duke has served as our Chief Executive Officer and a director since September 2025. Prior to joining the Company, Mr. Duke served as chief executive officer of Magellan Health, Inc., a managed health care company, from May 2022 to July 2025, and was previously its chief operating and chief financial officer between January 2022 and May 2022 and chief risk officer between July 2020 and January 2022. Prior to joining Magellan Health, Mr. Duke spent nearly 16 years with HealthMarkets, Inc., a health insurance agency, where he served in a number of senior leadership positions, including as its chief financial and operating officer from 2015 until its acquisition by UnitedHealth Group in 2019. Mr. Duke holds an M.B.A. from the University of Texas at Arlington and a B.B.A. in finance from Hardin Simmons University. Mr. Duke brings a rare combination of financial acumen, operational expertise and deep knowledge of the healthcare and insurance landscape. | | A. John Hass, III | John Hass has served as a director since March 2021. Mr. Hass is the co-founder and CEO of Upstream Literacy, Inc., which was founded in October 2025 to support the literacy ecosystem architecture of districts and schools. Prior to that, Mr. Hass served as chairman of the board and chief executive officer of Rosetta Stone Inc., a leading provider of technology-based learning solutions, from April 2016 to October 2020. Previously, Mr. Hass served as president of Rosetta Stone Inc. from April 2016 to January 2019 and as interim president and chief executive officer from April 2015 to April 2016. From September 2012 until November 2014, he was a senior advisor to Osmium Partners, LLC, an alternative asset management firm. Mr. Hass was a partner at PEAK6 Investments, L.P., a financial services company, from October 2008 through September 2012 and was the senior financial officer of PEAK6 Investments, L.P. from February 2009 through June 2010. Mr. Hass was the chief executive officer of OptionsHouse, a brokerage company and subsidiary of PEAK6 Investments, L.P., from October 2006 until September 2008. From 1988 to October 2006, he was employed at Goldman, Sachs & Co., a subsidiary of the financial services company, The Goldman Sachs Group, Inc., most recently as a managing director in the investment banking division. In addition, Mr. Hass serves on the board of directors of ARC Clean Technology, Inc., a clean energy company, as an advisor to Babbel GmbH, a language learning app and e-learning platform, and as a member of the Photography Committee of the Art Institute of Chicago. Mr. Hass received his B.S. in Finance from the University of Illinois at Urbana-Champaign. Mr. Hass brings to our Board significant experience in executing value-generative transformation and advancing profitable innovation, as well as deep finance and operational expertise, including with respect to direct-to-consumer, subscription-based business models. |

  17. Continuing Directors: Class I

    | Francis S. Soistman | Fran Soistman has served as a member of our Board since November 2021. Mr. Soistman most recently served as our chief executive officer from November 2021 until his retirement from that position in September 2025. Mr. Soistman founded and previously served as president of Healthcare Management and Transformation Advisory Services LLC, an advisory services company operating in the healthcare space, from January 2020 to November 2021. From January 2013 to September 2019, Mr. Soistman was executive vice president at CVS Health, a health solutions company, and president of government services at Aetna, a managed care company. Prior to his tenure at Aetna, Mr. Soistman co-founded Jessamine Healthcare, having previously served in executive leadership across a number of healthcare and managed care companies, including Coventry Healthcare, Principal Health Care and Blue Cross Blue Shield of Maryland. Mr. Soistman holds a B.S. in accounting and finance from Towson University and is a graduate of the Stanford University executive program. Mr. Soistman has nearly four decades of diverse experience in healthcare and managed care and brings a demonstrated ability to lead operational transformations, financial turnarounds and accelerated profitable growth businesses in the insurance space. |

  18. Continuing Directors: Class III

    Continuing Directors: Class III

  19. Continuing Directors: Class III

    | Erin L. Russell | Erin Russell has served as a director since July 2021. Ms. Russell has served as a member of the board of directors of Kadant Inc., a global supplier of engineered systems, since January 2019. In addition, Ms. Russell since February 2025 has served on the board of directors of Modivcare Inc., a technology-enabled healthcare services company that provides a suite of integrated supportive care solutions for payors and their patients. In March 2025, Ms. Russell was appointed to the board of directors of Fortrea Holdings Inc., a leading global provider of clinical development solutions to the life sciences industry. She previously served as a board member of Tivity Health Inc., a leading provider of healthy living, fitness and social engagement solutions, from March 2020 until it was acquired in June 2022 and ceased being a public company. She was also a senior executive of Vestar Capital Partners, L.P., a private equity firm specializing in management buyouts, recapitalizations and growth equity investments, from August 2001 until April 2017. While at Vestar, Ms. Russell served on the boards of directors of a number of companies, including most recently as a director of DeVilbiss Healthcare LLC, a company that designs, manufactures and markets respiratory medical products, from 2012 until July 2015 and as a director of 21st Century Oncology Inc., a provider of state-of-the-art radiation therapy and integrated cancer treatments, from 2008 until September 2016. She also served as a director of DynaVox Inc., a communications device manufacturer, from 2004 until 2014. Ms. Russell is currently chair of the board of St. Thomas Aquinas Catholic School, where she has served since June 2018, and chair of the advisory board of McIntire School of Commerce and member of the advisory board of the Jefferson Scholars Foundation at the University of Virginia, where she has served since June 2016 and April 2008, respectively. Ms. Russell holds a B.S. in commerce, with a concentration in accounting, from the McIntire School of Commerce, University of Virginia and an M.B.A. from Harvard Business School. Ms. Russell brings to our Board a high level of financial literacy and experience with capital and credit markets gained through working with a variety of private equity portfolio companies and from serving on the boards of directors of companies in the healthcare sector. |

  20. Continuing Directors: Class III

    | Cesar M. Soriano | Cesar Soriano has served as a director since May 2021. Mr. Soriano has served as chief executive officer of Confie Corporation, a leading national personal lines insurance distributor, since August 2017. Mr. Soriano joined Confie Corporation in September 2016 as its chief strategy officer and subsequently served as its chief operating officer from November 2016 to July 2017 where he defined and led Confie’s stabilization, integration, innovation and growth plan. Mr. Soriano also served as president and chief operating officer of Interstate National Corporation, a provider of finance and insurance products and services, from 2011 to 2016. Mr. Soriano’s background also includes roles as chief executive officer and president of RSM McGladrey Financial Process Outsourcing Solutions, a leader of business transformation at TravelClick, Inc., senior vice president, global operations at Bowne Corporation, vice president, reengineering and strategy at Dun and Bradstreet, and leadership roles at Xerox Corporation. Mr. Soriano started his career having served worldwide, including in Southwest Asia, as a military intelligence officer in the United States Army. Mr. Soriano holds a B.S. in electrical engineering and a M.S. in management information systems from the Florida Institute of Technology. Mr. Soriano identifies as Filipino and Spanish and offers his diversity of experience and background. Mr. Soriano brings to our Board over 20 years of experience driving key, tangible outcomes in leadership roles within financial, insurance and business services industries, including transformational leadership for companies that rely on online, telephonic and in-person sales operations. | | Dale B. Wolf | Dale Wolf has served as a director since August 2019 and served as Chairperson of our Board from September 2021 through June 2024. Mr. Wolf served as president and chief executive officer of One Call Care Management, a provider of specialized solutions to the workers’ compensation industry, from January 2016 to February 2019 and as executive chairman from September 2015 to January 2016. Mr. Wolf also served as the president and chief executive officer of DBW Healthcare, Inc., a health care consulting company, from January 2014 to June 2018. Mr. Wolf served as the executive chairman of Correctional Healthcare Companies, Inc., a national provider of correctional healthcare solutions, from December 2012 to July 2014. From 2005 to 2009, Mr. Wolf served as chief executive officer of Coventry Health Care, Inc. (acquired by Aetna, which was acquired by CVS), a diversified national health care company and issuer of health insurance plans, including Medicare Advantage plans, and served as the executive vice president, chief financial officer and treasurer of Coventry Health Care, Inc. from 1996 to 2005. Mr. Wolf holds a B.A. in mathematics from Eastern Nazarene College, completed the MIT Sloan School senior executive program and is a Fellow of the Society of Actuaries. Mr. Wolf has also served as a member of the board of directors of AdaptHealth Corp., a national leader in providing patient-centered, healthcare-at-home solutions, since November 2019 and as a member of the board of directors of Molina Healthcare, Inc. a company that provides managed healthcare services under the Medicaid and Medicare programs and through the state insurance marketplace, since 2013. Mr. Wolf brings to our Board extensive knowledge of the managed care and health insurance industry and expertise in executive management, business and financial strategies. |

  21. Identification and Evaluation of Nominees for Director

    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.

  22. Committees Terminated in March 2026

    | Government and Regulatory Affairs Committee | | | Members | Number of Meetings in Fiscal 2025: 4 | | A. John Hass, III (Chair) Prama Bhatt Todd Arden(1) Cesar M. Soriano Fran S. Soistman | Key Responsibilities Among other duties, our Government and Regulatory Affairs Committee: •reviewed our goals and objectives relating to the governmental affairs, regulatory, public policy and political developments impacting our business; •provided insight and awareness to our Board on emerging issues relating to political and regulatory development at the federal and state levels, and the practical impact to us of such developments; and •assisted in the preparation of our response to any unusual situation or crisis relating to a regulatory or political development. | | Equity Incentive Committee | | | Members | Number of Meetings in Fiscal 2025: 0 | | Andrea C. Brimmer (Chair) Derrick A. Duke(2) | Key Responsibilities The Equity Incentive Committee had the authority to grant equity-based awards within certain guidelines approved by our Board to newly hired employees and consultants who are not our executive officers or directors, in accordance with the terms and conditions of the Equity Award Policy previously adopted by our Board. The Equity Incentive Committee did not meet during 2025. In March 2026, the Board disbanded the Equity Incentive Committee by amending the Equity Incentive Policy. A description of the current Equity Award Policy is provided below. |

  23. Equity Award Policy

    Equity Award Policy In March 2026, our Board amended our equity award policy (the “Equity Award Policy”), primarily to streamline equity award practices, including by eliminating the Equity Incentive Committee, a sub-committee of the Compensation Committee that had not been utilized for some time. The Equity Award Policy provides processes for equity award administration, including as follows: •Our Compensation Committee may grant equity awards to our directors, officers, employees or consultants; •Our Compensation Committee will approve grants of equity awards (i) to new hires or to recently promoted employees at the first Compensation Committee meeting on or after the employee’s first day of bona fide employment or the day of the employee’s promotion, or as soon as reasonably practicable after such dates via a unanimous written consent and (ii) to existing directors, officers, employees or consultants (other than recently promoted employees) at the first regularly scheduled Compensation Committee meeting in a calendar quarter or via a unanimous written consent; •For accounting, tax and securities law purposes, all awards are effective on the “date of grant,” which is the later of (i) the 10th business day after the date when the applicable Committee approved the awards or (ii) the first business day of the following month after the applicable Committee approved the awards, with “business day” being defined as a day in which U.S. financial markets including the Nasdaq Stock Market and New York Stock Exchange are open for trading; and •The exercise price of all options and stock appreciation rights is required to be equal to or greater than the closing price of our common stock on the date of grant.

  24. Non-Employee Director Compensation

    Non-Employee Director Compensation

  25. Director Compensation Highlights

    Director Compensation Highlights In June 2025, the Board after a recommendation from its Compensation Committee approved an amendment to our Non-Employee Director Compensation Policy (the “Director Compensation Policy”) to increase the annual cash retainer payable to non-employee directors from $75,000 to $100,000, and decrease the initial and annual equity awards from $175,000 in value to $150,000, each effective June 17, 2025. The Government and Regulatory Affairs Committee was disbanded on March 18, 2026 and therefore following such date, no fees are payable for service on this committee. Our Compensation Committee works with its compensation consultant on an annual basis to review director compensation practices at companies in the same peer group used by our Compensation Committee for purposes of reviewing executive compensation (as discussed further below), and our Board takes this information into account in setting the levels of director compensation.

  26. Equity Compensation

    Equity Compensation Pursuant to our Director Compensation Policy, non-employee directors are eligible to receive automatic equity award grants on the terms specified below. Prior to its termination on June 12, 2024, such automatic equity awards were granted under our Amended and Restated 2014 Equity Incentive Plan (the “2014 Equity Plan”). Following the termination of the 2014 Equity Plan, such automatic equity awards are granted under our Amended and Restated 2024 Equity Incentive Plan (the “2024 Equity Plan”) that was adopted at the 2025 annual meeting of stockholders. •Initial Equity Grants. Each non-employee director who first becomes a member of our Board will receive, automatically as of the first date of service as a non-employee director, a one-time grant of time-based restricted stock units (“RSUs”) with a value of $150,000, based on the 20-trading day volume-weighted average closing price of our common stock through and inclusive of the last trading date immediately prior to the date of grant, rounded down to the nearest share. The RSUs vest annually over three years from the date of grant, in each case subject to the director’s continued service with us through the applicable vesting dates. A director who becomes a non-employee director as a result of ceasing to be an employee of the Company is not eligible to receive this equity award grant. Prior to the June 2025 amendment to the Director Compensation Policy, the value of initial equity grant was $175,000. •Annual Equity Grants. Each non-employee director who continues service on our Board will also receive, on the first trading day immediately prior to the date of each annual stockholders’ meeting, an annual grant of RSUs with a value of $150,000, based on the 20-trading day volume-weighted average closing price of our common stock through and inclusive of the last trading date immediately prior to the date of grant, rounded down to the nearest share. Twenty-five percent (25%) of the shares subject to the annual equity grant vest at the end of each three-month period after the applicable date of grant on the same day of the month as the date of grant (or the last day of the month, if there is no corresponding day in such month), in each case subject to the director’s continued service with us through the applicable vesting dates. However, any shares subject to the annual equity grant that remain unvested on the day immediately prior to the date of our next annual stockholder meeting shall vest in full on such date, subject to the director’s continued service through such vesting date. A new director will not receive an annual grant in the same calendar year as the initial equity grant. Prior to the June 2025 amendment to the Director Compensation Policy, the value of annual equity grants was $175,000. •Board Chairperson Appointment Grant. A new Board Chairperson will receive, automatically as of the first date of service as a newly appointed Board Chairperson, a grant of RSUs with a value of $100,000, based on the 20-trading day volume-weighted average closing price of our common stock through and inclusive of the last trading date immediately prior to the date of approval. The RSUs vest in full approximately one year following the grant date, subject to the director’s continued service through such vesting date. •Accelerated Vesting upon a Change in Control. Equity awards granted to non-employee directors will become fully vested as of immediately prior to the completion of a Change in Control of eHealth (as defined in the 2014 Equity Plan or 2024 Equity Plan, as applicable).

  27. Annual Compensation Limit

    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.

  28. Third Party Compensation of Directors

    Third Party Compensation of Directors Except as disclosed below, none of our directors is a party to any agreement or arrangement that would require disclosure pursuant to Rule 5250(b)(3) of the Nasdaq Stock Market. On September 17, 2025, in connection with his appointment to the Board as a non-employee director and in accordance with the Company’s Director Compensation Policy, for as long as Mr. Arden serves as a director, H.I.G. has agreed to pay him (i) $35,000 per month less the cash amount to be paid by the Company with respect to such month and (ii) a per diem amount of $5,000 under certain specified circumstances.

  29. 2025 Non-Employee Director Compensation

    2025 Non-Employee Director Compensation The following table summarizes compensation that our non-employee directors earned during 2025 for service on our Board and any applicable Committee(s) thereof:

  30. 2025 Non-Employee Director Compensation

    | Name | Fees Earned in Cash ($) | Stock Awards ($)(1) | Total ($) | | Todd Arden(2) | 33,571 | 148,579 | 182,150 | | Prama Bhatt(3) | 102,500 | 140,370 | 242,870 | | Andrea C. Brimmer(4) | 107,500 | 140,370 | 247,870 | | Beth A. Brooke(5) | 152,500 | 140,370 | 292,870 | | A. John Hass, III(6) | 107,500 | 140,370 | 247,870 | | Erin L. Russell(7) | 120,000 | 140,370 | 260,370 | | Cesar M. Soriano(8) | 100,000 | 140,370 | 240,370 | | Aaron C. Tolson(9) | — | — | — | | Dale B. Wolf(10) | 105,000 | 140,370 | 245,370 |

  31. 2025 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 2025, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”). Our accounting policies regarding equity compensation and the assumptions used to compute the fair value of our equity awards are set forth in Notes 1 and 5 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. (2)Since joining the Board in September 2025, Mr. Arden has earned $28,570 as a non-employee member of the Board, $2,143 for his position as a member of the Compensation Committee, $1,429 for his position as a member of the Nominating and Corporate Governance Committee and $1,429 for his position as a member of the Government and Regulatory Affairs Committee. (3)Ms. Bhatt earned $87,500 as a non-employee member of the Board, $10,000 for her position as a member of the Audit Committee and $5,000 for her position as a member of the Government and Regulatory Affairs Committee. (4)Ms. Brimmer earned $87,500 as a non-employee member of the Board, $15,000 for her position as Chairperson of the Compensation Committee, and $5,000 for her position as a member of the Nominating and Corporate Governance Committee. (5)Ms. Brooke earned $87,500 as a non-employee member of the Board, $50,000 for her position as Chairperson of the Board, $10,000 for her position as a member of the Audit Committee, and $5,000 for her position as a member of the Nominating and Corporate Governance Committee. (6)Mr. Hass earned $87,500 as a non-employee member of the Board, $10,000 for his position as Chairperson of the Government and Regulatory Affairs Committee, and $10,000 for his position as a member of the Audit Committee. (7)Ms. Russell earned $87,500 as a non-employee member of the Board, $25,000 for her position as Chairperson of the Audit Committee, and $7,500 for her position as a member of the Compensation Committee. (8)Mr. Soriano earned $87,500 as a non-employee member of the Board, $7,500 for his position as a member of the Compensation Committee and $5,000 for his position as a member of the Government and Regulatory Affairs Committee. (9)Since joining the Board in 2021 until his resignation in September 2025, Mr. Tolson had waived his cash and equity compensation for his service as a non-employee member of the Board until further notice to the Company. (10)Mr. Wolf earned $87,500 as a non-employee member of the Board, $10,000 for his position as Chairperson of the Nominating and Corporate Governance Committee, and $7,500 for his position as a member of the Compensation Committee. All of our current non-employee directors have received RSUs under our 2014 Equity Plan or our 2024 Equity Plan in connection with their service as members of our Board, other than Mr. Tolson, who waived his compensation during his tenure. The table below summarizes the outstanding unvested RSUs held by our non-employee directors as of December 31, 2025. Certain of our directors have elected to defer settlement of vested RSUs pursuant to the terms of a deferral election.

  32. 2025 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, 2025 | | Todd Arden | 9/17/2025 | RSUs(1) | 38,592 | 38,592 | | Prama Bhatt | 9/24/2024 6/17/2025 | RSUs(1) RSUs(3) | 44,864 34,574 | 29,909 17,287 | | Andrea C. Brimmer(2) | 6/17/2025 | RSUs(3) | 34,574 | 17,287 | | Beth A. Brooke | 6/17/2025 | RSUs(3) | 34,574 | 17,287 | | A. John Hass, III(4) | 6/17/2025 | RSUs(3) | 34,574 | 17,287 | | Erin L. Russell | 6/17/2025 | RSUs(3) | 34,574 | 17,287 | | Cesar M. Soriano | 6/17/2025 | RSUs(3) | 34,574 | 17,287 | | Aaron C. Tolson(5) | — | — | — | — | | Dale B. Wolf | 6/17/2025 | RSUs(3) | 34,574 | 17,287 |

  33. 2025 Non-Employee Director Compensation

    –––––––––––––– (1)RSUs vest in three equal annual installments from the applicable grant date. (2)Number of RSUs does not include 1,611 shares of vested RSUs granted in June 2021 that have been deferred pursuant to the terms of a deferral election, 24,446 shares of vested RSUs granted in June 2023, or 17,287 shares of RSUs granted in June 2025 of which 8,643 have vested, all of which are subject to the same deferral. (3)RSUs vest in four equal quarterly installments. However, any shares that remain unvested on the day immediately prior to the date of our upcoming Annual Meeting will vest in full on such date, subject to the individual’s continued service through such vesting date. (4)Number of RSUs does not include 24,446 shares of vested RSUs granted in June 2023 that have been deferred pursuant to the terms of a deferral election. (5)Since joining the Board in 2021 through his resignation in 2025, Mr. Tolson had waived his cash and equity compensation for his service as a non-employee member of the Board.

  34. Compensation Philosophy and Program Structure

    | | | Performance-Based / At Risk | | | | | Fixed | Short-Term Incentive | Long-Term Incentive | | | Component | Base Salary | Annual Bonus Program | Performance-Based Restricted Stock Units | Restricted Stock Units | | Objective | Provide competitive base salaries to compensate executives for day-to-day contributions | Link compensation to achievement of rigorous annual financial and/or operational performance | Link equity compensation with rigorous goals related to Company results and stockholder value | Provide retention incentive to employees to remain with the Company long-term |

  35. 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.

  36. Compensation Decision-Making Process

    Compensation Decision-Making Process Role of the Compensation Committee The Compensation Committee of our Board, composed entirely of non-employee independent members (as defined under Nasdaq rules) of our Board, oversees, among other things, the design and administration of our executive compensation program and our equity incentive plans (including reviewing and approving equity award grants). The Compensation Committee reviews and approves all compensation decisions relating to our executive officers. The Compensation Committee, generally on an annual basis, reviews the components of executive officer compensation for consistency with our compensation philosophy and considers changes in compensation practices among our peer group companies. The Compensation Committee also annually reviews overall compensation risk. Role of Management Our Chief Executive Officer, Chief Financial Officer and members of our human resources, finance and legal departments assist and support the Compensation Committee. Management does not determine executive officer compensation. However, management reviews our compensation philosophy with the Compensation Committee and develops compensation proposals for the Compensation Committee to consider. Management may provide various materials to the Compensation Committee, such as analyses of existing and proposed compensation programs and executive officer and other employee equity ownership information. Our Chief Executive Officer and our Chief Human Resources Officer participated in meetings of our Compensation Committee, and our Chief Executive Officer makes recommendations with respect to compensation proposals for executive officers other than himself. Final compensation decisions for the Chief Executive Officer were made by the Compensation Committee in executive session without the Chief Executive Officer present. Role of the Compensation Consulting Firm The Compensation Committee has engaged Aon, an independent compensation consultant, to provide compensation advisory services. Aon reports directly to the Compensation Committee for purposes of advising it on executive officer compensation and meets with certain members of management in conducting its reviews of various aspects of executive officer compensation. In early 2025, Aon conducted analyses of our executive officers’ base salaries, annual cash bonus awards and long-term equity incentive awards against the compensation of executive officers in similar positions with companies considered to be our “peer companies” as described below. Aon also reports on overall compensation risk, reviews equity plan usage and makes recommendations to the Compensation Committee on executive new hire packages. Aon attended Compensation Committee meetings, including executive sessions, to present its analyses and to discuss its findings with the Compensation Committee. The Compensation Committee reviewed Aon’s analyses in the context of making its decisions with respect to executive officers’ compensation for 2025. Use of Market Data For its 2025 compensation decisions, the Compensation Committee maintained a practical approach to attracting and retaining key executive talent in line with market data. The Compensation Committee’s goal is generally to set all elements of compensation using a balanced approach that does not use rigid percentiles to target pay levels for each compensation element, but instead is based on a variety of factors that the Compensation Committee deems appropriate. The Compensation Committee recognizes that certain elements of compensation reported from one source can be consistently higher or lower than the data collected from another, given differences in methods and samples used by each source to collect market data. Given this variability and volatility within the market data, the Compensation Committee has determined that targeting pay levels at specific percentiles of this data could result in outcomes that do not align with the internal value and strategic importance of various roles at the Company. Thus, while the Compensation Committee continues to review and reference market data, the data generally is used to inform the Compensation Committee of market practices to ensure that our executive compensation program remains within a generally competitive range of our peers, but without setting any specific targeted range for any of the Named Executive Officers’ compensation. Accordingly, as described above, the Compensation Committee takes other factors into account in setting the amount of each Named Executive Officer’s target total direct compensation opportunity in addition to the market data. 2025 Compensation Assessment For the 2025 executive compensation review, Aon provided an analysis of our executive officer compensation against the compensation of executive officers in similar positions with a set of peer group companies (which changed from 2024 to 2025, as described below) and also with compensation data drawn from insurance and healthcare technology companies serving the Medicare and other health insurance customer population, with revenues generally from $250 million to $1.5 billion and market capitalization ranging from $100 million to $1.0 billion included in the Radford Global Technology Survey. The Compensation Committee recognizes that compensation data for some of our key positions may not always be explicitly reported by companies in our compensation peer group or survey data, which could result in limited sample sizes, and/or that any inconclusive or anomalous data can be misleading as to any specific percentile for assessing market competitive practices. The survey data used in addition to the peer group company data were intended to be reflective of companies that compete in our labor market and of companies with similar revenue levels (provided that the Compensation Committee did not separately review each individual company included in the additional survey data used). The Compensation Committee further considers internal factors, such as internal pay equity across the management team, tenure, 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.

  37. 2025 Peer Group

    2025 Peer Group The peer group developed by Aon, approved by our Compensation Committee and used in Aon’s analysis for 2025 compensation, was based on publicly-traded companies in the primary industries of insurance and healthcare technology business serving the Medicare and other health insurance customer population, with revenues generally ranging from $250 million to $1.5 billion and market capitalization generally ranging from $100 million to $1.0 billion. Using the above criteria, the following 18 companies were identified to comprise our 2025 peer group, which consist of seven companies in the insurance sector, eight companies in the healthcare sector and three companies in the technology sector:

  38. 2025 Peer Group

    | Insurance Peers | Healthcare Peers | Technology Peers | | Clover Health Investments Group | Accolade, Inc.* | EverQuote, Inc. | | Crawford & Company* | Alignment Healthcare, Inc. | MediaAlpha, Inc. | | GoHealth, Inc. | American Well Corporation* | Priority Technology Holdings, Inc. | | Goosehead Insurance, Inc.* | Health Catalyst, Inc. | | | Hippo Holdings, Inc. | Claritev Corporation | | | SelectQuote, Inc. | Phreesia, Inc.* | | | The Baldwin Insurance Group | Sharecare, Inc. | | | | Trubridge, Inc. | |

  39. 2025 Peer Group

    –––––––––––––– * New peer group companies in 2025. Oscar Health, Inc., Vericity, Inc., NextGen Healthcare, Inc., Tabula Rasa HealthCare, Inc., and Quotient Technology, Inc., which were included in our 2024 peer group, were removed from our 2025 peer group either because they were acquired or merged with other companies or no longer meet the industry, revenue or market capitalization criteria for the peer group as a whole. The new companies added to our 2025 peer group, which include Crawford & Company, Goosehead Insurance, Inc., Accolade, Inc., American Well Corporation and Phreesia, Inc., satisfied all or substantially all of the industry, revenue and market capitalization criteria for the peer group approved by the Compensation Committee.

  40. 2025 Annual Bonus Program

    2025 Annual Bonus Program We provide the opportunity for our executive officers to earn an annual cash bonus. We provide this opportunity in order to attract and retain executives with a high caliber of talent and experience for our key positions and to link payments to the achievement of our annual financial and/or operational objectives. Consistent with the Compensation Committee’s philosophy of linking pay directly to performance, the Compensation Committee determined that a significant portion of our Named Executive Officers’ total direct compensation should be variable, at-risk cash compensation. The Compensation Committee believed that the incentives provided a meaningful reward if the goals were achieved and were necessary to attract and retain our Named Executive Officers and to maintain competitiveness with similarly performing companies. In June 2025, our Compensation Committee approved the 2025 Annual Bonus Program under the executive bonus plan for our executives, including our Named Executive Officers other than Mr. Soistman, who was not eligible to receive a cash bonus under the 2025 Annual Bonus Program. Mr. Soistman was instead eligible to receive a cash bonus on the terms set forth in the CEO Transition Letter based on his annual target bonus opportunity then in effect, subject to achievement of the same performance metrics applicable under the 2025 Annual Bonus Program and continued service through the payment date. The 2025 Annual Bonus Program provided executives with the opportunity to earn cash bonus awards based on achieving performance goals relating to Company performance established by the Compensation Committee. Under the executive bonus plan, the Compensation Committee retains authority to increase, decrease and/or eliminate awards notwithstanding any performance achievement under it. All Named Executive Officers’ payouts are based on corporate goals described herein. For 2025, the Compensation Committee determined to maintain the same (on a percentage-of-base salary basis) target cash bonus opportunity for our Named Executive Officers. The 2025 target cash bonus opportunities for our Named Executive Officers as compared to their 2024 target cash bonus opportunities (as applicable) were as follows:

  41. 2025 Annual Bonus Program

    | Name | 2024 Target Bonus Opportunity as Percent of Base Salary | 2024 Target Bonus Opportunity Amount ($) | 2025 Target Bonus Opportunity as Percent of Base Salary | 2025 Target Bonus Opportunity Amount ($) | | Derrick A. Duke(1) | N/A | N/A | 120% | 345,205 | | Francis S. Soistman(2) | 120% | 900,000 | 120% | 900,000 | | John J. Dolan(3) | N/A | N/A | 75% | 330,000 | | Michelle M. Barbeau | 75% | 322,500 | 75% | 322,500 |

  42. 2025 Annual Bonus Program

    –––––––––––––– (1)Mr. Duke’s target cash bonus opportunity amount reflects proration based on the date he joined the Company as executive advisor on August 4, 2025 before becoming CEO on September 18, 2025. (2)Mr. Soistman was eligible to receive a cash bonus under the bonus program as in effect immediately prior to the effectiveness of his transition in respect of services provided by him as CEO from January 1, 2025 until September 18, 2025, and as executive advisor during the CEO transition period between September 18, 2025 and December 31, 2025. (3)Mr. Dolan was not a Named Executive Officer in 2024.

  43. 2025 Annual Bonus Program Design

    2025 Annual Bonus Program Design The 2025 Annual Bonus Program continued to reflect a balanced approach to eHealth’s strategic goals, incentivizing for the Company’s Operating Cash Flow, Total Revenue, adjusted EBITDA and FY 2025 operational priorities, based on its review of the Company’s operational plan. The 2025 Annual Bonus Program included the following performance goals and weighting: Company Operating Cash Flow (40% weighting), adjusted EBITDA (20% weighting), total revenue (20% weighting) and select Fiscal Year 2025 operational priorities outlined below (20% weighting) performance goals at the same level as under our 2024 annual bonus program, reflecting our continued focus on achieving cash and profitability targets. The 2025 Annual Bonus Program provides for the calculation of award payouts as follows:

  44. 2025 Annual Bonus Program Design

    | | | Payout Curve % | | | | | | | Base SalaryX | Target %X | Operating Cash Flow (40%) | Total Revenue (20%) | Adjusted EBITDA(1) (20%) | FY25 Priorities (20%) | = | Payout |

  45. 2025 Annual Bonus Program Design

    (1) Note: See Appendix A for a reconciliation between GAAP net income (loss) attributable to common stockholders and adjusted EBITDA. Upon achievement of the maximum target goals, the maximum potential payout the participants could receive was 200% of the participant’s target payout. In establishing fiscal year 2025 performance goals, the Compensation Committee and management took a measured approach to balance meaningful performance expectations with the Company’s operating environment and strategic priorities. The Compensation Committee structured the goals to provide for a wider range of outcomes in light of regulatory uncertainties surrounding the Medicare Advantage industry, while still driving strong execution and disciplined capital allocation and accountability for results. While fiscal year 2024 results demonstrated strong execution, the Compensation Committee determined that setting significantly more aggressive targets for fiscal year 2025 would not appropriately reflect the heightened regulatory and market uncertainty facing the Company and the healthcare industry or the level of continued investment required to support sustainable long‑term growth. The specific performance goals under the 2025 Annual Bonus Program approved by the Compensation Committee are as follows:

  46. 2025 Annual Bonus Program Design

    | | | 2025 Annual Bonus Program | | | | | | Payout Curve | Operating Cash Flow (40%) | Total Revenue (20%) | Adjusted EBITDA(1) (20%) | FY25 Priorities (20%) | | Maximum | 200% of Target | $10M | $550M | $70M | 3/3 Goals Met | | Target | 100% of Target | ($5M) | $530M | $57.5M | 2/3 Goals Met | | Threshold | 50% of Target | ($20M) | $510M | $45M | 1/3 Goals Met |

  47. 2025 Annual Bonus Program Design

    •In establishing fiscal year 2025 revenue guidance, the Compensation Committee exercised judgment to ensure that performance goals reflected an appropriate degree of rigor in light of the Company’s operating conditions and regulatory and other market risks. The midpoint of the fiscal year 2025 revenue guidance range was set at $530 million, consistent with the Company’s actual fiscal year 2024 total revenue of $532 million. The Compensation Committee determined that, in light of heightened regulatory and market uncertainty, achieving revenue levels comparable to fiscal year 2024 would require sustained operational execution and therefore constituted a meaningful performance expectation. The revenue threshold and the maximum goals were aligned with the revenue guidance range for our Fiscal Year 2025, to ensure transparency between the Company’s expectations and incentive outcomes. •In setting operating cash for performance goals, the Compensation Committee recognized that continued progress towards achieving the Company’s revenue objectives would require a comparable level of capital deployment. Accordingly, the midpoint of the Company’s fiscal year 2025 operating cash flow guidance range was set at $(25) million to $10 million, consistent with the Company’s actual operating cash flow of $(18) million in fiscal year 2024. To introduce additional rigor and accountability, the Compensation Committee set the operating cash flow threshold goal at $(20) million, which is $5 million above the low end of the Company’s fiscal year 2025 guidance range of ($25) million. The Committee determined that this threshold appropriately increased rigor relative to guidance while reflecting the anticipated capital requirements necessary to execute the Company’s strategy. •In setting adjusted EBITDA(1) performance goals, the Compensation Committee again applied judgment. While the Company’s actual adjusted EBITDA(1) for fiscal year 2024 was $69.3 million, the Compensation Committee recognized that continued investment to support revenue growth amid heightened regulatory uncertainty would require continued capital infusion in fiscal year 2025. Accordingly, the Compensation Committee set the 2025 adjusted EBITDA(1) target range to $45 million to $70 million, which is $10 million higher than the adjusted EBITDA(1) guidance range of $35 million and $60 million provided on February 26, 2025 as well as the three-year financial targets we shared at our Investor Day in August 2025. The Compensation Committee determined that this approach appropriately balanced near-term investment needs while setting a clear expectation of profitability improvement and providing a meaningful incentive for management to deliver disciplined, sustainable financial performance. •Our 2025 guidance included the expected impact of positive net adjustment revenue in the range of $0 to $20 million. (1) Note: See Appendix A for a reconciliation between GAAP net income (loss) attributable to common stockholders and adjusted EBITDA. The Compensation Committee also selected the following four strategic and operational goals as the FY25 Priorities:

  48. 2025 Annual Bonus Program Design

    | FY25 Priorities (20% Weighing) | | | Description | Measurement Criteria | | Evolve and optimize consumer-centric retention efforts from policy submission to effectuation and through subsequent renewals with a goal to improve member-level retention on the eHealth platform. | Successful execution of customer retention strategy •No credit if decrease in Sent-to-Approved vs. FY 2024 •No credit if decrease in retention services | | Advance our AI and digital technology leadership to better serve all key eHealth stakeholders. | Successful launch of our AI Center of Excellence (upskilling employees, piloting AI solutions, and establishing governance and security protocols) •No credit if employee AI-education program is not launched •No credit if at least two AI client solutions are not piloted | | Invest in existing capabilities beyond MA agency to pursue targeted diversification, with a goal building profitable scale, fully leveraging our distribution platform year-around, and mitigating risk. | Growth in diversified revenue (excluding MA agency) opportunities •No credit if diversified revenue (defined as increase in fee-service or other new revenue streams) is below $10M YoY |

  49. 2025 Annual 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 FY25 Priorities, achievement of all three metrics would require significant effort by our Named Executive Officers and their skillful execution of the Company’s strategy. Taken together, the Compensation Committee concluded that the fiscal year 2025 performance goals remain appropriately challenging, requiring disciplined execution, prudent capital deployment and effective management of market and regulatory risks facing the Company.

  50. Annual Bonus Payouts for 2025

    Annual Bonus Payouts for 2025 In March 2026, our Compensation Committee considered and determined the 2025 fiscal year performance of the Company against the previously established performance goals as follows:

  51. Annual Bonus Payouts for 2025

    | Metric | 2025 Actual Result | Goal Achievement Payout PercentageX | Goal Weighting | = | Percentage of Target Payout | | Operating Cash Flow | ($25M) | 0% | 40% | | 0% | | Total Revenue | $554M | 200% | 20% | | 40% | | Adjusted EBITDA(1) | $97M | 200% | 20% | | 40% | | FY25 Priorities | 3/3 Goals Met | 200% | 20% | | 40% | | | | | Total | | 120% |

  52. Annual Bonus Payouts for 2025

    –––––––––––––– (1)See Appendix A for definitions of certain metrics and our non-GAAP financial measures along with reconciliations to the most comparable GAAP measure. In determining the achievement of all three FY25 Priorities, the Compensation Committee considered the following information: (i) the Company’s customer retention strategy was successfully executed, as demonstrated by increased sent-to-approved applications and increased retention services compared to 2024; (ii) the Company’s AI center of excellence was launched, along with the launch of the employee AI-education program and piloting of two AI client solutions; and (iii) the Company’s diversified revenue was above $10 million. Based on achievement of such operational goals, the Compensation Committee acknowledged achievement of the performance goals under the 2025 Annual Bonus Program at 120% of target, while noting considerable over-performance with respect to the adjusted EBITDA and total revenue performance goals above maximum targets. In recognition of Mr. Dolan’s performance during fiscal 2025, the Compensation Committee approved an additional discretionary bonus of $25,000 for Mr. Dolan. In making this determination, the Committee considered, among other factors, the following: •Mr. Dolan’s role in maintaining the Company’s financial credibility and liquidity during the CEO transition with no disruption to the Board, lenders or investors; •his leadership in implementing disciplined operating model enhancements and carrier‑risk mitigation initiatives that contributed to estimated incremental revenue in excess of $75 million; and •his efforts to reduce liquidity and refinancing risk through the execution of a $125 million asset‑based revolving credit facility, extension of debt maturities, development of a cash‑flow improvement plan targeting approximately $80 million and development of an enterprise risk management framework. The Compensation Committee determined that Mr. Dolan’s performance contributed to greater balance‑sheet resilience and value creation during a period of market volatility. The actual bonus payments made to our Named Executive Officers in March 2026 are summarized as follows:

  53. Annual Bonus Payouts for 2025

    | Name | 2025 Base Salary ($) | 2025 Bonus Target as Percent of Base Salary | 2025 Actual Bonus Payout Curve | | Actual Bonus Payout ($) | | Derrick A. Duke(1) | 700,000X | 120%X | 120% | = | 414,247 | | Francis S. Soistman | 750,000 | 120% | 120% | | 1,080,000 | | John J. Dolan(2) | 440,000 | 75% | 127.5% | | 421,000 | | Michelle M. Barbeau | 430,000 | 75% | 120% | | 387,000 |

  54. Annual Bonus Payouts for 2025

    –––––––––––––– (1)Mr. Duke’s actual bonus payout amount in 2025 reflects proration based on the date he joined the Company on August 4, 2025. (2)Mr. Dolan’s actual bonus payout amount includes an additional discretionary bonus of $25,000, as discussed above.

  55. 2025 Total Cash Compensation Summary

    | Name | 2025 Actual Salary ($)(1) | 2025 Annual Bonus ($) | 2025 Other Bonus Payments ($)(2) | All Other Cash Compensation ($)(3) | Total Cash Compensation ($) | | Derrick A. Duke | 290,769 | 414,247 | 600,000 | 1,649 | 1,306,665 | | Francis S. Soistman | 748,269 | 1,080,000 | 1,000,000 | 16,910 | 2,845,179 | | John J. Dolan | 441,692 | 421,000 | — | 12,882 | 875,574 | | Michelle M. Barbeau | 431,654 | 387,000 | — | 11,363 | 830,017 |

  56. 2025 Equity Incentive Program

    2025 Equity Incentive Program Equity incentive awards are an important part of our overall compensation program as they reward and incentivize performance, assist in attracting and retaining talented employees and help to align employee interests with the interests of our stockholders. The Compensation Committee reviews the equity holdings of our Named Executive Officers regularly, and grants equity awards to our Named Executive Officers informed in part by the market data provided by Aon, as discussed above. The terms of our 2025 equity awards are set forth below, and additional relevant provisions with respect to particular Named Executive Officers may be found in the “—Executive Compensation Tables—Employment Agreements, Severance Agreements and Change of Control Arrangements” section of this Proxy Statement. The Company grants equity awards under our 2024 Equity Plan and the inducement plan that the Company initially adopted in September 2021 (as amended, the “2021 Inducement Plan”). In reviewing our equity award practices, we are committed to effectively rewarding, incentivizing and retaining our key employees with a competitive equity compensation program while maintaining acceptable levels of stockholder dilution. For this reason, we carefully manage both our gross burn rate and our net burn rate. Gross burn rate reflects equity awards granted during the fiscal year divided by the weighted average number of shares of common stock outstanding. We calculate net burn rate as equity awards granted during the fiscal year less equity awards cancelled and returned to the plan (net equity grants), divided by the weighted average number of shares of common stock outstanding. For more information about our burn rates, see “Other Company Proposal—Reasons for Seeking Stockholder Proposal—Our Gross Burn Rate v. Net Burn Rate.” We believe that equity awards are a foundational component of total compensation not only for our Named Executive Officers, but also for a broader portion of our employee population. We expect to rely on the use of employee equity awards to attract, reward and motivate our employees, and to tie their financial interests to those of our stockholders.

  57. 2025 Equity Incentive Program Design

    2025 Equity Incentive Program Design It is our practice to make annual equity awards. We utilize equity awards to attract, reward and motivate our employees, and to tie their financial interests to those of our stockholders. Our 2025 executive equity compensation program reflects our continued shift towards a more long-term, performance-driven mix. The initial equity grant to Mr. Duke, who succeeded Mr. Soistman as our Chief Executive Officer, effective September 18, 2025, was evenly weighted between PSUs and RSUs. As Mr. Soistman had notified the Company in August 2024 of his intent to retire, he did not receive any annual equity awards in respect of the 2025 fiscal year. The 2025 annual equity awards to our other Named Executive Officers reflected increased weighting toward performance-based compensation. Ms. Barbeau’s 2025 annual equity awards were evenly split between PSUs and RSUs whereas in 2024, she had received an aggregate split of 32% and 58% between PSUs and RSUs, respectively. Mr. Dolan’s 2025 annual equity awards were also evenly split between PSUs and RSUs. In addition, the Compensation Committee evaluated the mix and vesting requirements in connection with making 2025 equity grants and extended the PSU performance period applicable to PSUs granted in 2025 to three years, in comparison to the two-year performance period applicable to PSUs granted in 2024. Furthermore, the Compensation Committee granted the equity awards with a continued focus on building long-term sustainable growth and defined cumulative adjusted EBITDA margin for the three-year performance period as the performance metric. As further discussed below, the Compensation Committee expanded the adjusted EBITDA margin performance period from a two-year period in 2024 to a three-year period for the 2025 Equity Incentive Program to continue our emphasis on efficiencies to drive profitability. Upon achievement of the maximum target goals, the maximum potential payout the participants may receive is 200% of the participant’s target payout while achieving the target and threshold goals would result in the participant receiving 100% and 50%, respectively, of the participant’s target payout, similar to our 2024 annual bonus program. 2025 RSUs granted to our Named Executive Officers vest in equal annual installments over three years, subject to the applicable Named Executive Officer’s continued service through each applicable vesting date. 2025 PSUs were tied to achievement of adjusted EBITDA margin performance goals for the three-year period between 2025 and 2027, as follows:

  58. 2025 Equity Incentive Program Design

    | Threshold | Adjusted EBITDA Margin(1) for 2025-2027 | Percentage of Award Eligible to Vest | | Maximum | 12% | 200% | | Target | 10% | 100% | | Threshold | 8% | 50% | | Below Threshold | Less than 8% | —% |

  59. 2025 Equity Incentive Program Design

    •The 2025 PSUs have a three-year performance period, and based upon achievement of the adjusted EBITDA margin performance goal, eligible shares will vest on the last trading day of the calendar month in which the achievement of the performance goal is determined by the Compensation Committee, subject to continued service to us through the applicable vesting date. (1)See Appendix A for definitions of certain metrics and our non-GAAP financial measures along with reconciliations to the most comparable GAAP measure.

  60. 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 “—Executive Compensation Tables—Employment Agreements, Severance Agreements and Change of Control Arrangements.”

  61. Compensation Governance Best Practices

    | | What We Do | | What We Don’t Do | | ✓ | Stock ownership guidelines for senior executives | • | No excise tax gross-ups upon a change in control | | ✓ | Pay-for performance philosophy with large portion of pay at risk | • | No fixed term or evergreen employment agreements | | ✓ | Regular review of equity utilization, dilution and cost | • | No stock option grants at prices below fair market value | | ✓ | Annual assessment of compensation risk and risk mitigation practices | • | No excessive severance benefits | | ✓ | Independent executive compensation consultant | • | No dividend payments on unvested awards | | ✓ | Robust engagement with stockholders on governance and compensation matters | • | No dividend on unexercised options or stock appreciation rights | | ✓ | A significant portion of our executive equity program is performance-based | • | No hedging, short sale, or derivative transactions permitted for directors or officers, per the Company Insider Trading Policy |

  62. 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.

  63. 2025 Summary Compensation Table

    2025 Summary Compensation Table The information below sets forth the compensation earned by our Named Executive Officers for the years ended December 31, 2025 and 2024. The total compensation presented does not reflect the actual compensation received by our Named Executive Officers. For example, the amounts in the “Stock Awards” column include the grant date fair values of RSUs and/or PSUs, granted in that applicable year and the amounts in the “Option Awards” column include the grant date fair values of time-based stock options and/or performance-based stock options granted in that applicable year.

  64. 2025 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 ($) | | Derrick A. Duke(6) | 2025 | 290,769 | 600,000 | 1,956,000 | — | 414,247 | 1,649 | 3,262,665 | | Chief Executive Officer | | | | | | | | | | Francis S. Soistman | 2025 | 748,269 | 1,000,000(7) | — | — | 1,080,000 | 16,910 | 2,845,179 | | Former Chief Executive Officer | 2024 | 755,769 | — | 1,305,000 | — | 1,350,000 | 17,434 | 3,428,203 | | John J. Dolan(8) | 2025 | 441,692 | — | 353,150 | — | 421,000 | 12,882 | 1,228,724 | | Chief Financial Officer | | | | | | | | | | Michelle M. Barbeau | 2025 | 431,654 | — | 353,150 | — | 387,000 | 11,363 | 1,183,167 | | Chief Revenue Officer | 2024 | 433,308 | — | 995,350(9) | — | 483,750 | 11,284 | 1,923,692 |

  65. 2025 Summary Compensation Table

    –––––––––––––– (1)Mr. Soistman became the Company’s Chief Executive Officer effective November 2021, and Mr. Duke succeeded him in September 2025. Mr. Dolan joined the Company as Chief Accounting Officer in May 2022 and became the Company’s Chief Financial Officer in August 2024. Ms. Barbeau joined the Company as Senior Vice President, Chief Marketing Officer in September 2022 and became the Company’s Chief Revenue Officer in January 2024. (2)The salary amounts for each NEO may differ from such NEO’s stated base salary as described elsewhere in this “Compensation Overview” section due to the timing of our payroll processes. The Company calculates salary based on a 52-week year, payable on a bi-weekly basis. For 2025, this resulted in the payment for one additional day. (3)Amounts were based on the grant date fair value computed in accordance with FASB ASC Topic 718 and assuming the probable level of achievement of the performance conditions of the PSUs. Our accounting policies regarding equity compensation and the assumptions used to calculate the value of our equity awards are set forth in Notes 1 and 5 to our consolidated financial statements included in our Annual Report on Form 10-K for the years ended December 31, 2025 and 2024. The 2025 PSUs have the following grant date fair values assuming the target level of performance conditions will be achieved by assuming a 100% target, and based on the closing price of our common stock on the respective grant date: $978,000 for Mr. Duke and $128,800 each for Mr. Dolan and Ms. Barbeau. Assuming maximum achievement of 200%, the 2025 PSUs have the following grant date fair values: $1,956,000 for Mr. Duke and $257,600, each for Mr. Dolan and Ms. Barbeau. For more information regarding our Named Executive Officers’ equity awards granted in 2025, see “—Compensation Overview—Executive Compensation Program for 2025.” (4)Amounts are performance-based cash bonus awards earned and approved by the Compensation Committee for their respective fiscal years. Mr. Soistman’s 2025 annual bonus payment reflects the performance-based cash bonus payment pursuant to the terms of the CEO Transition Letter Agreement under “Employment Agreements, Severance Agreements and Change of Control Arrangements—CEO Transition Letter Agreement with Mr. Soistman.” (5)The following table sets forth the component amounts presented in the “All Other Compensation” column above for the year ended December 31, 2025:

  66. 2025 Summary Compensation Table

    | Name | Contributions Under 401(k) Plan ($)(a) | Group Term Life Insurance ($)(b) | | Derrick A. Duke | 646 | 1,003 | | Francis S. Soistman | 9,894 | 7,016 | | John J. Dolan | 10,551 | 2,331 | | Michelle M. Barbeau | 10,550 | 813 |

  67. 2025 Summary Compensation Table

    –––––––––––––– (a)Represents 401(k) matching contributions. (b)Represents premiums paid for group term life insurance. (6)Because Mr. Duke became an executive officer in August 2025, his 2024 compensation information is not provided. (7)Represents a $1,000,000 retention cash award pursuant to the terms of the CEO Transition Letter Agreement with Mr. Soistman as described below under “CEO Transition Letter Agreement with Mr. Soistman.” (8)Because Mr. Dolan was not one of the two most highly compensated executive officers in 2024, his 2024 compensation information is not required to be provided. (9)For Ms. Barbeau the amount also includes 31,300 RSUs granted in connection with the 2024 Retention Incentive Program and 75,000 RSUs granted in connection with her promotion in lieu of the 2024 annual RSU award.

  68. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table provides information regarding the amount of performance-based cash bonus awards eligible to be earned in 2025 by each of the Named Executive Officers and equity awards granted in 2025 to each of the Named Executive Officers.

  69. 2025 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 (#) | | | | Derrick A. Duke | 8/4/2025 | 7/28/2025 | | | | 150,000 | 300,000 | 600,000 | | 978,000 | | | 8/4/2025 | 7/28/2025 | | | | | | | 300,000 | 978,000 | | | | | 172,603 | 345,205 | 690,441 | | | | | | | Francis S. Soistman | | | 450,000 | 900,000 | 1,800,000 | | | | | | | John J. Dolan | 4/9/2025 | 3/26/2025 | | | | | | | 35,000 | 224,350 | | | 8/7/2025 | 8/4/2025 | | | | 17,500 | 35,000 | 70,000 | | 128,800 | | | | | 165,000 | 330,000 | 660,000 | | | | | | | Michelle M. Barbeau | 4/9/2025 | 3/26/2025 | | | | | | | 35,000 | 224,350 | | | 8/7/2025 | 8/4/2025 | | | | 17,500 | 35,000 | 70,000 | | 128,800 | | | | | 161,250 | 322,500 | 645,000 | | | | | |

  70. 2025 Grants of Plan-Based Awards

    –––––––––––––– (1)Represents threshold, target and maximum performance-based cash bonus payouts under the 2025 Annual Bonus Program as described in “—Compensation Overview—Executive Compensation Program for 2025—2025 Annual Bonus Program.” The actual bonus amounts paid to each Named Executive Officer are disclosed in the 2025 Summary Compensation Table set forth above. (2)Represents PSUs granted in 2025. For PSUs granted to each Named Executive Officer, a number of PSUs may become eligible to vest based on achievement of Adjusted EBITDA Margin performance goals for the period between January 1, 2025 and December 31, 2027 and any PSUs which become eligible shares based on such achievement are subject to a time-based vesting schedule which will be satisfied in full on the last trading day of the calendar month in which the achievement of the performance goal is determined by the Compensation Committee, subject to such individual’s continued services to us through such date, as described in “—Compensation Overview—Executive Compensation Program for 2025—2025 Equity Incentive Program.” These columns show the number of PSUs that would become eligible to vest upon achievement at the threshold, target, and maximum levels. (3)Represents RSUs granted in 2025. For Mr. Duke, the amount consists of 300,000 RSUs granted in connection with his appointment as the Company’s Chief Executive Officer. For Mr. Dolan and Ms. Barbeau, the amount consists of 35,000 RSUs granted in connection with the 2025 annual equity award. (4)Amounts shown reflect the grant date fair value of RSU and PSU awards granted in 2025, computed in accordance with FASB ASC Topic 718 and assuming the probable level of achievement of the performance conditions of the PSUs, at 100% target. Our accounting policies regarding equity compensation and the assumptions used to compute the fair value of our equity awards are set forth in Notes 1 and 5 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.

  71. 2025 Outstanding Equity Awards at Fiscal Year-End

    2025 Outstanding Equity Awards at Fiscal Year-End The following table summarizes the number of equity securities underlying outstanding option awards and unvested RSUs and PSUs for each Named Executive Officer as of December 31, 2025. None of our Named Executive Officers have elected to defer settlement of vested RSUs or PSUs. Vested RSUs and PSUs are not included in the table below. Vested RSUs and PSUs are reflected in the table and related footnotes under “Stock Ownership Matters—Beneficial Ownership Table” and “2025 Option Exercises and Stock Vested at Fiscal Year-End” below. See “—Compensation Overview—2025 Equity Incentive Program” for a description of equity awards granted in 2025.

  72. 2025 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) | | Derrick A. Duke | 8/4/2025(2) | | | | | | | | 300,000 | 1,380,000 | | | 8/4/2025(3) | | | | | | 300,000 | 1,380,000 | | | | Francis S. Soistman | 10/6/2021(4) | 100,000 | | | 41.03 | 10/06/2028 | | | | | | | 4/5/2024(5) | | | | | | | | 250,000 | 1,150,000 | | | 4/5/2024(6) | | | | | | 83,333 | 383,332 | | | | John J. Dolan | 7/1/2022(7) | | | | | | 8,318 | 38,263 | | | | | 4/10/2023(8) | | | | | | 7,735 | 35,581 | | | | | 4/5/2024(9) | | | | | | | | 21,000 | 96,600 | | | 4/5/2024(10) | | | | | | 13,000 | 59,800 | | | | | 10/9/2024(11) | | | | | | | | 52,500 | 241,500 | | | 10/9/2024(12) | | | | | | 32,500 | 149,500 | | | | | 12/10/2024(13) | | | | | | 15,650 | 71,990 | | | | | 4/9/2025(14) | | | | | | 35,000 | 161,000 | | | | | 8/7/2025(15) | | | | | | | | 35,000 | 161,000 | | Michelle M. Barbeau | 10/12/2022(16) | | | | | | 28,196 | 129,702 | | | | | 4/10/2023(17) | | | | | | 6,329 | 29,113 | | | | | 1/2/2024(18) | | | | | | 37,500 | 172,500 | | | | | 4/5/2024(19) | | | | | | | | 70,000 | 322,000 | | | 12/10/2024(13) | | | | | | 15,650 | 71,990 | | | | | 4/9/2025(14) | | | | | | 35,000 | 161,000 | | | | | 8/7/2025(15) | | | | | | | | 35,000 | 161,000 |

  73. 2025 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, 2025, which was $4.60. (2)Represents an estimate of the number of shares that may be earned under the Company’s Equity Incentive Program. The equity covers 300,000 PSUs that vest upon achievement of adjusted EBITDA margin performance goals for the period January 1, 2025 to December 31, 2027. The number in the table reflects the 100% target as based on our estimate of expected performance as of December 31, 2025. Based upon achievement of the applicable performance criteria, the percentage that becomes eligible to vest would vest the last trading day of the calendar month in which the achievement of the performance goal is determined by the Compensation Committee, subject to the executive officer’s continuing to provide services to us through the vesting date. (3)The equity award covers 300,000 RSUs that vest in three equal annual installments from the vesting commencement date of August 4, 2025, subject to the executive officer’s continued services with us. (4)The equity award covers the option to purchase 100,000 shares that vests as to 1/4th of the shares on the first anniversary of September 22, 2021 and 1/48th of the shares upon completion of each month of continuous service thereafter, subject to the executive officer’s continued service with us (the “Specified Time-Based Option Award”). With respect to performance-based awards previously granted to Mr. Soistman under the Inducement Plan consisting of performance-based restricted stock units covering 70,000 shares and performance-based option to purchase 100,000 shares, with vesting based on both specified service requirements and achievement of stock price goals achieved on or prior to November 2, 2025 and October 6, 2025, respectively (the “Inducement Performance Awards”), the Compensation Committee and Mr. Soistman agreed to cancel the Inducement Performance Awards after concluding that it was substantially certain that none of the applicable inducement award performance metrics would be satisfied prior to the end of the applicable performance period. (5)Represents an estimate of the number of shares that may be earned under the Company’s Equity Incentive Program. The equity award covers 125,000 PSUs that vest upon achievement of adjusted EBITDA margin performance goals for the period January 1, 2024 to December 31, 2025. The number in the table reflects the 200% maximum because performance was trending at above target. Based upon achievement of the applicable performance criteria, the percentage that becomes eligible to vest would vest on December 31, 2026, subject to the executive officer’s continuing to provide services to us through the vesting date. (6)The equity award covers 125,000 RSUs that vest as to 1/3rd of the shares in equal annual installments after the vesting commencement date of April 10, 2024, subject to the executive officer’s continued service with us. (7)The equity award covers 66,540 RSUs that vest as to 1/4th of the shares on the first anniversary of the vesting commencement date of May 10, 2022, and in 12 equal quarterly installments thereafter, subject to the executive officer’s continued service with us. (8)The equity award covers 20,625 RSUs that vest as to 1/16th of the shares in equal quarterly installments after the vesting commencement date of April 10, 2023, subject to the executive officer’s continued service with us. (9)Represents an estimate of the number of shares that may be earned under the Company’s Equity Incentive Program. The equity award covers 10,500 PSUs that vest upon achievement of adjusted EBITDA margin performance goals for the period January 1, 2024 to December 31, 2025. The number in the table reflects the 200% maximum because performance was trending at above target. Based upon achievement of the applicable performance criteria, the percentage that becomes eligible to vest would vest on December 31, 2026, subject to the executive officer’s continuing to provide services to us through the vesting date. (10)The equity award covers 19,500 RSUs that vest in three equal annual installments from the vesting commencement date of April 10, 2024, subject to the executive officer’s continued services with us. (11)Represents an estimate of the number of shares that may be earned under the Company’s Equity Incentive Program. The equity award covers 26,250 PSUs that vest upon achievement of adjusted EBITDA margin performance goals for the period January 1, 2024 to December 31, 2025. The number in the table reflects the 200% maximum because performance was trending at above target. Based upon achievement of the applicable performance criteria, the percentage that becomes eligible to vest would vest on December 31, 2026, subject to the executive officer’s continuing to provide services to us through the vesting date. (12)The equity award covers 48,750 RSUs that vest in three equal annual installments from the vesting commencement date of September 10, 2024, subject to the executive officer’s continued services with us. (13)The equity award covers 31,300 RSUs that vest as to 1/2 of the shares in equal annual installments after the vesting commencement date of December 10, 2024, subject to the executive officer’s continued service with us. (14)The equity award covers 35,000 RSUs that vest in three equal annual installments from the vesting commencement date of April 24, 2025, subject to the executive officer’s continued services with us. (15)Represents an estimate of the number of shares that may be earned under the Company’s Equity Incentive Program. The equity covers 35,000 PSUs that vest upon achievement of adjusted EBITDA margin performance goals for the period January 1, 2025 to December 31, 2027. The number in the table reflects the 100% target as based on our estimate of expected performance as of December 31, 2025. Based upon achievement of the applicable performance criteria, the percentage that becomes eligible to vest would vest the last trading day of the calendar month in which the achievement of the performance goal is determined by the Compensation Committee, subject to the executive officer’s continuing to provide services to us through the vesting date. (16)The equity award covers 150,376 RSUs that vest as to 1/4th of the shares on the first anniversary of the vesting commencement date of September 10, 2022, and in 12 equal quarterly installments thereafter, subject to the executive officer’s continued service with us. (17)The equity award covers 16,875 RSUs that vest as to 1/16th of the shares in equal quarterly installments after the vesting commencement date of April 10, 2023, subject to the executive officer’s continued service with us. (18)The equity award covers 75,000 RSUs that vest as to 1/16th of the shares in equal quarterly installments after the vesting commencement date of December 10, 2023, subject to the executive officer’s continued service with us. (19)Represents an estimate of the number of shares that may be earned under the Company’s Equity Incentive Program. The equity award covers 35,000 PSUs that vest upon achievement of adjusted EBITDA margin performance goals for the period January 1, 2024 to December 31, 2025. The number in the table reflects the 200% maximum because performance was trending at above target. Based upon achievement of the applicable performance criteria, the percentage that becomes eligible to vest would vest on December 31, 2026, subject to the executive officer’s continuing to provide services to us through the vesting date.

  74. 2025 Option Exercises and Stock Vested at Fiscal Year-End

    2025 Option Exercises and Stock Vested at Fiscal Year-End The following table sets forth the number of shares acquired and value realized by each of our Named Executive Officers during the year ended December 31, 2025 upon the vesting of stock awards. None of our Named Executive Officers exercised any options during the year ended December 31, 2025.

  75. 2025 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(2) | 102,136 | 688,029 | | John J. Dolan | 60,191 | 206,469 | | Michelle M. Barbeau | 76,212 | 358,906 |

  76. 2025 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. (2)With respect to the Inducement Performance Awards previously granted to Mr. Soistman consisting of performance-based restricted stock units covering 70,000 shares and performance-based option to purchase 100,000 shares, the Compensation Committee and Mr. Soistman agreed to cancel the Inducement Performance Awards after concluding that it was substantially certain that none of the applicable inducement award performance metrics would be satisfied prior to the end of the applicable performance period.

  77. 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.

  78. 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, 2025. Mr. Soistman voluntarily resigned as Chief Executive Officer effective September 18, 2025, and as a result, was not eligible to receive any severance benefits. In accordance with Securities and Exchange Commission rules, the potential payments were determined under the terms of the Company’s contracts, agreements, plans and arrangements as in effect on December 31, 2025. The tables do not include any previously vested equity awards or accrued benefits. Because the payments to be made to a Named Executive Officer depend on several factors, the actual amounts to be paid out upon a triggering event can only be determined at the time of the triggering event. Please refer to the descriptions of the employment or severance agreements with our Named Executive Officers above for explanations of payment and benefit levels, and descriptions of circumstances that trigger payments and benefits as of such date.

  79. 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 ($) | | Derrick A. Duke | | | | | Cash Payments(1) | 414,247 | 1,814,247 | 3,080,000 | | Value of Accelerated Vesting(2) | — | 460,000 | 1,380,000 | | Health Insurance Benefits(3) | — | 38,123 | 38,123 | | Total | — | 2,312,370 | 4,498,123 | | John J. Dolan | | | | | Cash Payments(1) | — | 440,000 | 770,000 | | Value of Accelerated Vesting(2) | — | | 854,234 | | Health Insurance Benefits(3) | — | 37,618 | 37,618 | | Total | — | 477,618 | 1,661,852 | | Michelle M. Barbeau | | | | | Cash Payments(1) | — | 430,000 | 752,500 | | Value of Accelerated Vesting(2) | — | — | 1,047,305 | | Health Insurance Benefits(3) | — | 37,618 | 37,618 | | Total | — | 467,618 | 1,837,423 |

  80. Potential Payments and Benefits Upon Termination of Employment or Change in Control

    (1)Includes cash severance payments calculated based on base salary and target annual cash bonus in effect on December 31, 2025 (and for Mr. Duke, assuming 120% performance achievement of bonus plan goals for purposes of determining pro rata bonus achievement in the event of his death or qualifying termination other than in connection with a change in control, which is the actual level of achievement under the 2025 Annual Bonus Program). (2)The value realized upon the accelerated vesting of RSUs and PSUs is calculated by multiplying the number of RSUs or PSUs, as applicable, subject to accelerated vesting by the closing market price of the shares on December 31, 2025. The closing market price of the shares on December 31, 2025 was $4.60. None of Messrs. Duke and Dolan nor Ms. Barbeau hold outstanding stock options. (3)Represents the estimated cost to the Company of continuing health insurance premiums.

  81. 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.

  82. Pay Versus Performance

    | Year | Summary Compensation Table Total for Mr. Duke ($)(1) | Summary Compensation Table Total for Mr. Soistman ($)(1) | Compensation Actually Paid to Mr. Duke ($)(1)(2)(3) | Compensation Actually Paid to Mr. Soistman ($)(1)(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2)(3) | Value of Initial Fixed $100 Investment based on Company Total Shareholder Return(4) ($) | Net Income (Loss) ($ Millions) | | 2025 | 3,262,665 | 2,845,179 | 4,066,665 | 946,558 | 1,205,946 | 114,813 | 95.04 | 40.0 | | 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) |

  83. Pay Versus Performance

    –––––––––––––– (1)Francis S. Soistman was our PEO for all of 2023 until September 18, 2025. Derrick A. Duke was our PEO starting on September 18, 2025. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  84. Pay Versus Performance

    | Year | Non-PEO NEOs | | | | 2025 | John J. Dolan | Michelle M. Barbeau | | | 2024 | Gavin G. Galimi | Michelle M. Barbeau | | | 2023 | John J. Stelben | Roman V. Rariy | Gavin G. Galimi |

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

  86. Pay Versus Performance

    | Year 2025 | Summary Compensation Table Total Amount ($) | Exclusion of Stock Awards and Option Awards ($) | Inclusion of Equity Values ($) | Compensation Actually Paid ($) | | Mr. Duke | 3,262,665 | (1,956,000) | 2,760,000 | 4,066,665 | | Mr. Soistman | 2,845,179 | — | (1,898,621) | 946,558 | | Non-PEO NEOs | 1,205,946 | (353,150) | (737,983) | 114,813 |

  87. 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:

  88. Pay Versus Performance

    | Year 2025 | Year-End Fair Value of Equity Awards Granted During Year that Remained Outstanding and Unvested as of Last Day of Year ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Outstanding and Unvested Equity Awards ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested during Year ($) | Fair Value as of Last Day of Prior Year of Equity Awards Forfeited During Year ($) | Total - Inclusion of Equity Values ($) | | Mr. Duke | 2,760,000 | — | — | — | — | 2,760,000 | | Mr. Soistman | — | (1,599,998) | — | (297,694) | (929) | (1,898,621) | | Non-PEO NEOs | 322,000 | (740,100) | — | (319,883) | — | (737,983) |

  89. Pay Versus Performance

    (4)The value assumes $100 was invested for the period starting December 31, 2022, through the end of the listed year in the Company. Historical stock performance is not necessarily indicative of future stock performance.

  90. 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.

  91. 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 three most recently completed fiscal years.

  92. • We are Committed to Sound Equity Grant Practices

    | | What We Do | | What We Don’t Do | | ✓ | Minimum Vesting Periods | • | No Evergreen | | ✓ | Limit on Non-Employee Director Compensation | • | No Repricing or Exchange of Awards | | ✓ | Administered by an Independent Committee | • | No Discounted Options | | ✓ | Awards May Be Subject to Clawback | • | No Dividend Payments on Unvested Awards | | ✓ | A Significant Portion of our Executive Equity Program is Performance-Based | • | No Dividend on Unexercised Options | | ✓ | Regular Review of Equity Utilization, Dilution and Cost | • | No Automatic Vesting of Awards in a Change in Control for Employees and Consultants |