EHealth : 2025 Proxy Statement

Published: 2025-05-09 05:15:31 ET EHTH

Published on 05/09/2025 at 05:15

Washington, D.C. 20549

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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Preliminary Proxy Statement

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☒ Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under § 240.14a-12

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You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the "Annual Meeting") of eHealth, Inc., a Delaware corporation (the "Company"), that will be held on June 18, 2025 at 9:00 a.m., Eastern Time, and any postponement, adjournment or continuation thereof. We will hold the Annual Meeting in a virtual format via live webcast at https://www.virtualshareholdermeeting.com/EHTH2025.

On or about April 28, 2025, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the "Notice"). The Notice contains instructions on how to access the Company's proxy statement and the annual report, how to vote online or by telephone, and how to receive a paper copy of the proxy materials by mail. If you requested to receive printed proxy materials, you may submit your proxy or voting instructions by completing, signing, dating and returning your proxy card or voting instruction form in the envelope provided.

We are confident that our director candidates have the professional achievements, skills, experiences and reputations that qualify each of them to oversee the Company's management and the execution of our long-term strategic plan to realize stockholder value. The Board of Directors unanimously recommends that you vote "FOR" the election of A. John Hass, III, Francis S. Soistman and Aaron C. Tolson to the Board of Directors (Proposal 1), "FOR" the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025 (Proposal 2), "FOR" the approval, on an advisory basis, of the compensation of our Named Executive Officers (Proposal 3), and "FOR" the approval of an amendment and restatement of the eHealth, Inc. 2024 Equity Incentive Plan to increase the maximum number of shares of common stock that may be issued thereunder by 1,500,000 shares (Proposal 4).

It is important that your shares be represented and voted at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. You may vote over the Internet, as well as by telephone, or by mailing a proxy card or voting instruction form. Returning the proxy or voting instruction form or voting by Internet or telephone does not deprive you of your right to attend the Annual Meeting virtually and to vote your shares at the Annual Meeting. Voting now will not limit your right to change your vote or to attend the Annual Meeting.

Thank you for your ongoing support of eHealth, Inc.

Sincerely yours,

Francis S. Soistman

Chief Executive Officer and Director

April 28, 2025

The 2025 Annual Meeting of Stockholders (the "Annual Meeting") of eHealth, Inc., a Delaware corporation (the "Company"), will be held solely via live webcast at https://www.virtualshareholdermeeting.com/EHTH2025, on June 18, 2025 at 9:00 a.m., Eastern Time, for the following purposes:

To elect the three Class I director nominees named in the accompanying proxy statement to serve for terms of three years and until their respective successors are duly elected and qualified, subject to earlier resignation or removal;

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025;

To vote to approve, on an advisory basis, the compensation of our Named Executive Officers;

To vote to approve an amendment and restatement of the eHealth, Inc. 2024 Equity Incentive Plan to increase the maximum number of shares of common stock that may be issued thereunder by 1,500,000 shares; and

To transact such other business as may properly come before the Annual Meeting or at any postponement, adjournment or continuation thereof.

The foregoing items of business are more fully described in the proxy statement accompanying this notice or made available over the Internet. Only stockholders of the Company as of the close of business on April 21, 2025 (the "Record Date") and their proxies are entitled to notice of, to attend and/or to vote at the Annual Meeting and any postponements, adjournments or continuations thereof.

All stockholders as of the Record Date are cordially invited to attend the Annual Meeting. You are urged to vote even if you sold your shares after the Record Date. You may vote over the Internet, as well as by telephone, or by mailing a proxy card or voting instruction form. Further instructions regarding voting rights and the matters to be voted upon are presented in the accompanying proxy statement.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING, REGARDLESS OF WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. ACCORDINGLY, AFTER READING THE ACCOMPANYING PROXY STATEMENT, PLEASE PROMPTLY SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS BY FOLLOWING THE INSTRUCTIONS PROVIDED. PLEASE NOTE THAT EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, WE RECOMMEND THAT YOU VOTE PRIOR TO THE ANNUAL MEETING TO ENSURE THAT YOUR SHARES WILL BE REPRESENTED.

Regardless of the number of shares of the Company that you own, your vote will be important. Thank you for your continued support, interest and investment in the Company.

By Order of the Board of Directors,

Gavin G. Galimi

Senior Vice President, General Counsel and Corporate Secretary

Austin, Texas April 28, 2025

‌IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2025 ANNUAL MEETING TO BE HELD ON JUNE 18, 2025

The proxy statement, the accompanying proxy card and the annual report are available free of charge at https://www.proxyvote.com/EHTH. Information on this website, other than this proxy statement, is not a part of this proxy statement.

Please sign, date and promptly return the proxy card or voting instruction form or grant a proxy and give voting instructions by Internet or telephone, so that you may be represented at the Annual Meeting. Instructions are available on the Notice of Internet Availability of Proxy Materials, your proxy card or on the voting instruction form provided by your bank, broker or other nominee.

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The accompanying proxy statement provides a detailed description of the business to be conducted at the Annual Meeting. We urge you to read the accompanying proxy statement, including each appendix, carefully and in its entirety.

TABLE OF CONTENTS

Questions and Answers About the Proxy Materials and the Annual Meeting1

CORPORATE GOVERNANCE

Proposal 1 - Election of Directors 7

Page

Required Vote and Board Recommendation 7

General 7

Continuing Directors 8

Nominees for Class I Directors 7

Overview of Our Board 11

Board Composition and Director Selection11

Board Composition and Refreshment Process 11

Board Independence 11

Board Function and Leadership14

Board Skills and Experience 13

Board Meetings 14

Board Leadership Structure 14

Committees of the Board 14

Board Attendance at Annual Meeting of Stockholders 14

Consideration of Director Nominees 17

Board Self-Assessment and Board Composition Assessment Processes 17

Oversight of Business Strategy and Risk Management 18

The Board's Role in Risk Oversight18

Oversight of Cybersecurity 19

Oversight of Human Capital Management and Succession Planning 19

Non-Employee Director Compensation Program20

Oversight of Sustainability and Governance Risk 19

Equity Compensation 20

Annual Retainers 20

Third Party Compensation of Directors 22

Stock Ownership Guidelines for Non-Employee Directors 21

Our Corporate Governance Framework24

2024 Non-Employee Director Compensation 22

AUDIT MATTERS

Proposal 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm 26

Corporate Governance Policies 24

Pre-Approval Policies and Procedures 26

Required Vote and Board Recommendation 26

Report of the Audit Committee of the Board28

EXECUTIVE COMPENSATION

Proposal 3 - Advisory Vote to Approve Executive Compensation 29

Principal Accountant Fees and Services 27

Current Executive Officers30

Required Vote and Board Recommendation 29

Executive Summary 31

Compensation Overview31

Executive Compensation Program for 2024 37

Executive Compensation Governance 34

Looking Ahead to 2025 Compensation 45

Compensation Governance Policies 45

Disclaimer

eHealth Inc. published this content on May 08, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 09, 2025 at 05:54 UTC.