eHealth (EHTH) Proxy Filing summary

Executive summary

• Proposes amendment to the 2024 Equity Incentive Plan to increase available shares by 1,500,000 to support talent retention and strategic execution.

• Achieved 27% Q4 revenue growth and 38% Medicare submissions growth in 2024, with agency model submissions up 49%.

• Returned to GAAP profitability in 2024 with $10.1M net income, 18% annual revenue growth to $532.4M, and significant margin improvements.

• On track to meet three-year targets: 8-10% revenue CAGR and 8-10% adjusted EBITDA margin by 2026.

• CEO transition planned, with equity incentives key to attracting new leadership.

Voting matters and shareholder proposals

• Board unanimously recommends voting FOR Proposal 4: amendment and restatement of the 2024 Equity Incentive Plan.

Board of directors and corporate governance

• Regular engagement with investors has led to increased use of performance-based equity awards and multi-year performance targets.

• At least 50% of 2025 annual equity awards for Named Executive Officers will be performance-based, measured over three years.