Andrea C. Brimmer

About Andrea C. Brimmer

Andrea C. Brimmer, 59, has served on EHealth’s Board since December 2018 and is an independent Class II director with a term expiring at the 2026 annual meeting . She is Enterprise Chief Marketing and Public Relations Officer at Ally Financial Inc. (since May 2015) and holds a B.A. in advertising from Michigan State University, bringing deep marketing, public relations, and business development expertise to the Board .

Past Roles

External Roles

Board Governance

• Committee assignments: Chairperson, Compensation Committee; Member, Nominating & Corporate Governance Committee; Member, Equity Incentive Committee (which grants equity to non-officer new hires within Board-approved guidelines; EIC did not meet in 2024) .
• Independence: The Board determined all directors and nominees except the CEO (Mr. Soistman) are independent under Nasdaq rules; Ms. Brimmer is independent .
• Attendance: The Board held 9 meetings in 2024; all directors met at least 75% attendance for Board and committee meetings except one director (Mr. Wolf) post his mid-year committee appointment, implying Ms. Brimmer met the threshold .
• Committee activity in 2024: Compensation Committee held 4 meetings; Nominating & Corporate Governance Committee held 4 meetings .

Fixed Compensation

• Program structure (effective June 2024): Increased non-employee director annual cash retainer by $25,000 to $75,000; decreased equity grant value by $25,000; initial grant vesting revised to annual over 3 years; limits increased for first-year director compensation; no per-meeting fees .
• 2024 actuals (reported): Ms. Brimmer received $81,250 in cash fees and $160,388 in stock awards (grant-date fair value), totaling $241,638 .

Note: In June 2024 the Board reset the pay mix (more cash, less equity), a minor shift in risk profile for directors; annual retainers and chair/member fees are specified in the program schedule .

Performance Compensation

Directors receive time-based RSUs; no performance metrics are attached to director equity. Vesting is quarterly for annual grants, with any remaining unvested shares vesting the day before the next annual meeting, subject to continued service .

Other Directorships & Interlocks

• Other public company boards: None disclosed for Ms. Brimmer in the last five years; her primary role is as an Ally Financial executive .
• Third-party director compensation: None of EHealth’s directors are subject to third-party compensation arrangements requiring Nasdaq Rule 5250(b)(3) disclosure .
• Related-party transactions: The Audit Committee reported no related-party transactions requiring approval in 2023 or 2024; none involving directors were disclosed .

Expertise & Qualifications

• Education: B.A., Advertising, Michigan State University .
• Skills matrix (selected): Regulatory Compliance; Technology & Digital Innovation; Sales & Marketing; Strategic Planning; Public Company Leadership; Corporate Governance; Risk Management/Compliance; Human Capital/Executive Compensation .

Equity Ownership

• Beneficial ownership: 83,907 shares of common stock; less than 1% of outstanding shares .
• Outstanding unvested RSUs: 15,880 from the 6/11/2024 award as of 12/31/2024 .
• Deferred RSUs: 1,611 (granted June 2021) and 24,446 (granted June 2023) vested RSUs are deferred under her election .
• Ownership guidelines (directors): 5x the Board annual retainer (currently $375,000) with compliance expected by June 30 following the fourth anniversary of joining the Board; qualifying holdings include deferred and certain unvested RSUs; as of the Record Date, all non-employee directors met, had time to meet, or were in compliance with the holding requirement .
• Hedging/pledging: Prohibited for employees and directors under the Insider Trading Policy .

Compensation Committee Analysis

• Independence/structure: The Compensation Committee is composed entirely of independent directors and chaired by Ms. Brimmer; it sets CEO goals, evaluates CEO performance, determines executive and director pay, administers equity plans, oversees succession planning, clawback, and comp risk .
• Consultant and peer group: The committee uses Aon as independent consultant; the 2024 peer group spans insurance, healthcare, and technology companies with specified revenue and market-cap ranges; 18 peers used for 2024 decisions .
• Pay governance practices: Stock ownership guidelines for executives and directors, prohibition on hedging/pledging, annual Say-on-Pay, no excise tax gross-ups, and compensation risk analysis are in place .

Governance Assessment

• Strengths

  • Independent director with relevant operating experience in regulated financial services; skills matrix flags broad board-relevant expertise (marketing, regulatory, digital, governance, risk) that aligns with EHealth’s regulated, digital distribution model .
  • Chairs the Compensation Committee and serves on Nominating & Corporate Governance, positioning her centrally in executive pay, succession, board refreshment, and governance oversight .
  • Attendance: Board reached 9 meetings in 2024 and all directors except one newly reassigned member achieved ≥75% attendance, suggesting solid engagement by Ms. Brimmer; committees under her purview met regularly (Compensation: 4; NCG: 4) .
  • Alignment and risk controls: Robust director ownership guidelines (5x retainer), prohibitions on hedging/pledging, and use of deferred RSUs support long-term alignment; RSU vesting aligns to annual meeting cadence .

• Potential Watch Items

  • 2024 mid-year director pay program change increased cash and reduced equity grant value, modestly shifting mix toward cash; while mainstream in the market, investors often prefer higher equity weighting to reinforce long-term alignment .
  • Ms. Brimmer is a full-time C-suite executive at Ally; the NCG Committee explicitly considers time commitments for directors, but continued monitoring of external workload remains prudent for effectiveness risk management .

• Conflicts/Related-Party Exposure

  • No related-party transactions involving directors were reported in 2023–2024; Audit Committee oversight and a formal Related Person Transactions Policy are in place .

RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, or attendance shortfalls for Ms. Brimmer; the company prohibits hedging/pledging and reported no related-party transactions for 2023–2024 .