Beth A. Brooke
eHealthAbout Beth A. Brooke
Independent Chair of the Board at eHealth, Inc. (EHTH), age 65, director since August 2019 and Chair since June 2024. Former EY Global Vice Chair of Public Policy; prior U.S. Treasury role on insurance and managed care tax policy. Education: B.S. in Industrial Management/Computer Science (Purdue); CPA (inactive); Honorary doctorates from Purdue, Babson, and Indiana University. Recognized as an audit committee financial expert and prominent LGBT+ corporate leader focused on diversity, inclusion, and social justice .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EY (Ernst & Young) | Global Vice Chair, Public Policy | 2007–Jun 2019 | Led public policy; global sponsor for D&I |
| EY Americas | Vice Chair, Public Policy, Sustainability & Stakeholder Engagement | 2001–2007 | Oversight of sustainability and stakeholder programs |
| EY | Strategy, Corporate Development, Tax Practice Management | 1981–2001 | Executive management, accounting policy, corporate development |
| U.S. Department of the Treasury (Clinton Administration) | Insurance & Managed Care Tax Policy | 1990s | Health care and Superfund legislative reform |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The New York Times Company | Director | Apr 2021–present | Public company board director |
| SHEEX, Inc. (Private) | Director | Not disclosed | Private company board |
| U.S. Olympic & Paralympic Committee | Board Member | Not disclosed | Non-profit board |
Board Governance
- Board Chair since June 2024; responsibilities include setting Board agendas with CEO and leading independent director sessions. Independence affirmed by Nasdaq standards; Board comprises a majority independent directors .
- Committee memberships: Audit Committee member; Nominating & Corporate Governance Committee member; designated Audit Committee financial expert. Note: The Audit Committee report lists Brooke as its Chair, while the Board committee overview lists Erin L. Russell as Chair — an inconsistency to monitor .
- Board activity/attendance: Board met 9 times in 2024; all directors met at least 75% attendance except one committee meeting for another director; independent directors meet in regular executive sessions .
| Committee | Role | 2024 Meetings | Key Oversight Areas |
|---|---|---|---|
| Board of Directors | Chair (Independent) | 9 | Strategy, agenda setting, leadership of independent sessions |
| Audit Committee | Member; Audit Committee financial expert | 10 (3 joint with Board) | ERM, financial reporting, cybersecurity oversight; audit pre-approvals |
| Nominating & Corporate Governance | Member | 4 | Board composition, evaluations, ESG oversight |
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Director Cash Retainer | 75,000 | Standard non-employee retainer |
| Chair of the Board Additional Retainer | 50,000 | For Board Chair role |
| Committee Member/Chair Fees | Included in cash total | Audit member ($10k), NCG member ($5k); audit chair fee structure noted though conflicting chair attribution in one section |
| 2024 Cash Earned | 110,000 | Detailed breakdown in proxy footnote |
- 2024 total director compensation: $340,021 (cash $110,000; stock awards $230,021). Mix: ~32% cash / 68% equity, aligning pay with long-term value creation .
Performance Compensation
| Equity Award | Grant Date | Type | Shares | Vesting | Grant-Date Value ($) |
|---|---|---|---|---|---|
| Annual RSU | 6/11/2024 | RSUs | 31,760 | Quarterly vesting; any unvested fully vests immediately prior to next annual meeting, subject to service | |
| Board Chair RSU | 8/7/2024 | RSUs | 18,181 | 100% vests ~1 year after grant (June 12, 2025), subject to service | |
| 2024 Stock Awards Total | 2024 | RSUs | — | — | 230,021 |
- Change-in-control: Non-employee director awards accelerate upon a Change in Control; annual committee fees defined; no performance-based director equity (no PSUs/options) — compensation is time-based equity aligned with service .
Other Directorships & Interlocks
- Current public company board: The New York Times Company (global media) .
- Private/non-profit boards: SHEEX, Inc.; U.S. Olympic & Paralympic Committee .
- No related-party transactions disclosed for 2023–2024; Audit Committee oversees related-party policy .
Expertise & Qualifications
- Audit/financial expertise (Audit Committee financial expert); regulatory compliance; corporate governance; strategic planning; technology/digital innovation; human capital/compensation oversight .
- CPA (inactive) in IN, DC, NY; public policy leadership; D&I sponsorship at EY; recognized LGBT+ corporate leader .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (Common) | 98,259 shares; includes 26,121 issuable upon RSU vesting |
| Unvested RSUs Outstanding (12/31/2024) | 34,061 shares (15,880 annual grant + 18,181 chair grant) |
| Ownership Guidelines | Directors must hold ≥5× annual retainer ($375,000); status: all non-employee directors met/have time/are in compliance; Brooke’s holdings appear to meet guideline based on year-end share value methodology |
Governance Assessment
- Strengths: Independent Board Chair with audit and policy depth; active oversight roles (Audit and NCG); formal clawback policy for equity awards; prohibition on pledging/hedging; director compensation cap ($750k, $1M initial year) .
- Alignment: Majority of director pay in equity; stock ownership guidelines enforced; change-in-control acceleration clearly disclosed for directors .
- Shareholder signals: 2024 Say-on-Pay support improved to ~82.5% (executive comp), indicating broader investor confidence in governance practices .
- Potential RED FLAGS to monitor:
- Audit leadership attribution inconsistency between sections (Brooke vs. Russell as Chair); verify current committee chairship in subsequent disclosures .
- H.I.G. preferred investment confers governance rights (additional director nomination, certain approvals) — not a Brooke-specific conflict, but a Board-level influence risk that NCG/Audit should continue to oversee .
- Burn rate/overhang elevated given equity reliance; director compensation remains within plan limits, but dilution metrics require continued monitoring .
No related-party transactions, pledging, or hedging by directors were reported; insider trading policy prohibits such actions .
Director Compensation Detail (2024)
| Item | Amount ($) |
|---|---|
| Fees Earned in Cash | 110,000 |
| Stock Awards | 230,021 |
| Total | 340,021 |
Equity Awards Outstanding (as of 12/31/2024)
| Grant | Shares Originally Granted | Unvested RSUs Outstanding |
|---|---|---|
| Annual RSU (6/11/2024) | 31,760 | 15,880 |
| Chair RSU (8/7/2024) | 18,181 | 18,181 |
Independence, Attendance & Engagement
- Independence: Yes (Nasdaq standard) .
- Attendance: Board held nine meetings in 2024; directors met 75%+ attendance threshold (one exception for a different director’s committee meeting); independent director executive sessions held regularly .
- Annual meeting participation: Six of eight directors attended the June 12, 2024 meeting .
Compensation Program Mechanics (Directors)
| Element | Policy |
|---|---|
| Initial RSU Grant | $175,000 value; 3-year annual vesting |
| Annual RSU Grant | $175,000 value; quarterly vest; full vest prior to next annual meeting if unvested |
| Board Chair Appointment RSU | $100,000; 1-year cliff vest |
| Cash Retainers | $75k director; $50k Board Chair; committee chair/member fees as listed |
| Change-in-Control | Full vesting for non-employee directors |
| Ownership Guidelines | ≥5× annual retainer; retention of 75% net shares until compliant |
Related Party & Conflict Controls
- Related-Party Transactions Policy under Audit Committee oversight; none requiring disclosure in 2023–2024 .
- Insider Trading Policy prohibits pledging, hedging, derivatives; quarterly blackout compliance applicable .
Notes on Committee Chair Attribution
- Board committee overview identifies Erin L. Russell as Audit Committee Chair; Audit Committee report lists Beth A. Brooke as Chair. Investors should seek confirmation in subsequent filings or investor relations updates to resolve this discrepancy .