A. John Hass, III
eHealthAbout A. John Hass, III
A. John “John” Hass, III (age 59) is an independent Class I director of eHealth, Inc. (EHTH), serving since March 2021. He chairs the Government and Regulatory Affairs Committee and is a member of the Audit Committee, bringing deep finance, operating, and transformation experience from prior roles as CEO/Chairman of Rosetta Stone, CEO of OptionsHouse, partner/CFO at PEAK6, and Managing Director at Goldman Sachs. He holds a B.S. in Finance from the University of Illinois at Urbana‑Champaign.
Past Roles
| Organization | Role | Tenure/Details | Committees/Impact |
|---|---|---|---|
| Rosetta Stone Inc. | Chairman & CEO; President; Interim CEO | Chairman & CEO Apr 2016–Oct 2020; President Apr 2016–Jan 2019; Interim CEO Apr 2015–Apr 2016 | Led value‑generative transformation and innovation in D2C, subscription model |
| PEAK6 Investments, L.P. | Partner; Senior Financial Officer | Partner Oct 2008–Sep 2012; Senior Financial Officer Feb 2009–Jun 2010 | Financial/operational leadership at financial services firm |
| OptionsHouse (PEAK6 subsidiary) | Chief Executive Officer | Oct 2006–Sep 2008 | Brokerage leadership |
| Goldman, Sachs & Co. | Managing Director, Investment Banking | 1988–Oct 2006 | Capital markets and advisory expertise |
External Roles
| Organization | Role | Tenure/Details |
|---|---|---|
| ARC Clean Technology, Inc. | Director | Current |
| Art Institute of Chicago | Member, Photography Committee | Current |
| The Museum of Contemporary Photography | Trustee | Current |
Board Governance
| Attribute | Details |
|---|---|
| Committee assignments | Chair, Government and Regulatory Affairs (GRA); Member, Audit Committee |
| Independence | Independent (Board determined all directors except the CEO are independent) |
| Attendance | Board met 9 times in 2024; all directors met ≥75% attendance except one director (Wolf) noted; independent directors meet in regular executive sessions |
| Annual meeting attendance | 6 of 8 then‑serving directors attended 2024 annual meeting (director‑level breakdown not disclosed) |
| Board structure | Independent Chair (Beth Brooke); committee charters in place; periodic self‑assessment with outside counsel |
| Skills alignment | Matrix shows Hass with strengths in regulatory compliance, technology/digital innovation, strategic planning, public company leadership, corporate governance, risk/compliance, and human capital/compensation oversight |
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Fees earned in cash (total) | $80,625 |
| Cash detail | $62,500 Board retainer; $10,000 GRA Chair; $2,500 Audit member; $5,625 Compensation Committee member (partial‑year service reflected) |
| Program context | Standard non‑employee director annual retainer $75,000; GRA Chair $10,000; Audit member $10,000; no per‑meeting fees (Board increased cash retainer by $25,000 and reduced equity by $25,000 in June 2024) |
Performance Compensation
| Element | Terms |
|---|---|
| 2024 stock awards (grant‑date fair value) | $160,388 (RSUs) |
| 2024 annual grant sizing and vest | Annual grants sized at $175,000 value; vest quarterly with full vest before next annual meeting; initial grants $175,000 vest annually over three years |
| Hass outstanding RSUs (12/31/24) | 31,760 RSUs granted 6/11/2024 (15,880 unvested at 12/31/24); 3,553 RSUs granted 3/10/2021 (888 unvested at 12/31/24) |
| Change‑in‑control vesting | Director equity fully vests immediately prior to a Change in Control (single‑trigger) |
Note: Director equity is time‑based RSUs; there are no director performance‑based equity metrics disclosed.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | ARC Clean Technology, Inc. (director) |
| Interlocks/related party | Company discloses no related‑party transactions in 2023–2024 requiring review/approval; Audit Committee oversees related‑party policy |
| Third‑party compensation | No directors party to Rule 5250(b)(3) third‑party compensation arrangements |
Expertise & Qualifications
- Transformation and operating leadership in D2C/subscription businesses; deep finance and capital markets experience (Goldman Sachs MD; PEAK6 leadership; OptionsHouse CEO; Rosetta Stone CEO/Chair) .
- Board skills matrix flags strengths in regulatory compliance, technology/digital innovation, strategic planning, public company leadership, corporate governance, risk/compliance, and human capital/compensation oversight .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial ownership (common) | 87,319 shares; less than 1% of outstanding common |
| Unvested RSUs (12/31/24) | 15,880 (from 6/11/2024 grant) and 888 (from 3/10/2021 grant) |
| Deferred vested RSUs | 24,446 vested RSUs (June 2023 grant) deferred by election |
| Director ownership guideline | 5x annual board retainer ($375,000 based on current $75,000 retainer) |
| Compliance with guideline | All non‑employee directors either met, are within time to meet, or are otherwise in compliance per holding requirement |
| Hedging/pledging | Prohibited by Insider Trading Policy (no pledging, no margin accounts, no derivative hedging) |
Governance Assessment
-
Strengths
- Independent director with relevant operating/financial expertise; chairs GRA and serves on Audit (enhances regulatory and financial oversight) .
- Attendance and engagement standards met at the board level; independent chair; regular executive sessions; ongoing board self‑assessment .
- No related‑party transactions disclosed for 2023–2024; robust related‑party policy overseen by independent Audit Committee .
- Strong governance policies: director stock ownership guidelines, clawback authority, prohibition on hedging/pledging, no excise tax gross‑ups .
- Shareholder alignment signals: Say‑on‑Pay support improved to ~82.5% in 2024 from ~76.4% in 2023; active investor engagement representing ~32% of shares .
-
Watch items
- Director RSUs accelerate upon change in control on a single‑trigger basis (common for directors but some investors prefer double‑trigger vesting) .
- Compensation Committee used positive discretion to pay 150% of target bonuses to NEOs despite 0% payout on operating cash flow metric; while grounded in strong revenue/EBITDA outcomes, this may prompt scrutiny of pay rigor in future cycles (board‑level oversight consideration) .
-
Overall view
- Hass’s committee leadership and audit membership support board effectiveness on regulatory and financial oversight. Independence, absence of related‑party exposure, and adherence to ownership and trading policies support investor confidence. Continued monitoring of compensation governance (use of discretion) and CIC equity terms is warranted.
Director Compensation (Detail – 2024)
| Metric | 2024 |
|---|---|
| Fees Earned in Cash ($) | $80,625 |
| Stock Awards ($) | $160,388 |
| Total ($) | $241,013 |
| Cash components (breakout) | $62,500 Board; $10,000 GRA Chair; $2,500 Audit member; $5,625 Compensation member |
Board Governance (Committee Matrix – Context)
| Committee | Current composition (abbrev.) | Hass role |
|---|---|---|
| Audit | Bhatt; Brooke; Russell (Chair); Hass | Member |
| Compensation | Brimmer (Chair); Russell; Soriano; Tolson; Wolf | Not listed as current member; 2024 fees reflect partial‑year Compensation Committee service |
| Nominating & Corporate Governance | Brooke; Brimmer; Tolson; Wolf (Chair) | — |
| Government & Regulatory Affairs | Bhatt; Hass (Chair); Tolson; Soriano | Chair |
Say‑on‑Pay & Shareholder Feedback (Context for Governance)
| Item | Result/Practice |
|---|---|
| 2024 Say‑on‑Pay vote | Approved by ~82.5% of votes cast (up from ~76.4% in 2023) |
| 2024 engagement | Met with 6 institutional investors (~32% of outstanding common as of 9/30/2024) |
| Comp consultant | Aon engaged as independent advisor; supports governance practices and market benchmarking |
Related‑Party Transactions (Conflicts Check)
| Period | Disclosure |
|---|---|
| 2023–2024 | No related‑party transactions requiring review/approval; policy overseen by independent Audit Committee |
Notes on Program Structure (Director)
- 2024 program changes: cash retainer increased by $25,000; equity grant value reduced by $25,000; initial equity grants now vest annually over three years .
- Annual director equity grants sized at $175,000; vest quarterly and fully vest prior to the next annual meeting; CIC acceleration is single‑trigger .
All citations reference eHealth, Inc. DEF 14A filed April 28, 2025.