Cesar M. Soriano
eHealthAbout Cesar M. Soriano
Independent Class III director at eHealth, Inc. since May 2021; age 57, current term expires at the 2027 annual meeting . He is CEO of Confie Corporation (national personal lines insurance distributor) since August 2017, with prior COO and CSO roles at Confie; earlier leadership roles span Interstate National Corporation (President/COO), RSM McGladrey Financial Process Outsourcing Solutions (CEO/President), TravelClick, Bowne, Dun & Bradstreet, and Xerox; former U.S. Army military intelligence officer . He holds a B.S. in Electrical Engineering and an M.S. in Management Information Systems from Florida Institute of Technology .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Confie Corporation | Chief Executive Officer | Aug 2017–present | Led stabilization, integration, innovation and growth plan; runs national personal lines distribution |
| Confie Corporation | Chief Operating Officer | Nov 2016–Jul 2017 | Executed growth and integration initiatives |
| Confie Corporation | Chief Strategy Officer | Sep 2016–Nov 2016 | Defined turnaround and growth plan |
| Interstate National Corporation | President & Chief Operating Officer | 2011–2016 | Finance and insurance products/services leadership |
| RSM McGladrey FPO Solutions | CEO & President | Not disclosed | Led financial process outsourcing business |
| TravelClick, Inc. | Leader, Business Transformation | Not disclosed | Business transformation leadership |
| Bowne Corporation | SVP, Global Operations | Not disclosed | Global operations leadership |
| Dun & Bradstreet | VP, Reengineering & Strategy | Not disclosed | Corporate reengineering and strategy |
| Xerox Corporation | Various leadership roles | Not disclosed | Operations/leadership roles |
| U.S. Army | Military Intelligence Officer | Early career | Served worldwide including Southwest Asia |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| — | No other public company directorships disclosed in proxy | — | — |
| Proxy biography lists no other current public company boards for Mr. Soriano . |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined all directors except the CEO (Soistman) are independent; Soriano is independent . |
| Committees | Member: Compensation Committee; Government & Regulatory Affairs (GRA) Committee . |
| Committee activity | Compensation Committee met 4 times in 2024; GRA Committee met 4 times in 2024 . |
| Board structure | Classified board; 9 directors; independent Chair (Beth A. Brooke) since June 2024; independent directors meet in executive session regularly . |
| Attendance | Board held 9 meetings in 2024; each director attended at least 75% of Board and committee meetings during service (exception noted for a different director on one committee) . |
| Term/class | Class III; term through 2027 annual meeting . |
Fixed Compensation
| Component | Program Terms | 2024 Amounts for Soriano |
|---|---|---|
| Annual Board retainer (cash) | Non‑employee director: $75,000; Chair: +$50,000; Lead Independent Director: +$35,000 (effective June 2024 amendment) . | $62,500 base retainer earned . |
| Committee retainers (cash) | Non‑chair: Audit $10,000; Compensation $7,500; Nominating & Gov $5,000; GRA $5,000; Chair: Audit $25,000; Compensation $15,000; Nominating & Gov $10,000; GRA $10,000 . | $7,500 (Comp member); $1,250 (GRA member; partial-year accrual reflected) . |
| Meeting fees | None; expenses reimbursed . | — |
Notes: In June 2024, the Board increased the cash retainer by $25,000 and reduced equity grant value by $25,000, revised initial grant vesting to annual over 3 years, and raised the initial‑year director compensation limit; cash retainers are paid quarterly prospectively .
Performance Compensation
| Equity Element | Program Terms | 2024 Amounts/Status for Soriano |
|---|---|---|
| Initial RSU grant | $175,000 grant-date value; vests annually over 3 years; 20‑day VWAP for sizing . | Prior initial grant in 2021 outstanding balance shown below . |
| Annual RSU grant | $175,000 grant-date value; vests quarterly (any unvested vests prior to next AGM) . | 2024 stock awards (grant-date fair value): $160,388 . |
| Chair appointment RSU | Additional $100,000 RSUs for new Board Chair; 1‑year cliff vest . | N/A to Soriano . |
| Change in control | Director equity vests fully immediately prior to closing . | Applies . |
| Annual director pay cap | $750,000 per fiscal year; $1,000,000 in initial year . | Within limits . |
Outstanding unvested RSUs (as of 12/31/2024):
- 719 RSUs from 5/6/2021 grant (vests in four equal annual installments) .
- 15,880 RSUs from 6/11/2024 annual grant (vests in four equal quarterly installments; accelerates ahead of next AGM) .
Other Directorships & Interlocks
- No other public company directorships disclosed for Soriano in the proxy biography .
- H.I.G. Capital, through Echelon Health SPV, LP, holds all Series A preferred stock with 4,171,639 votes (12.1% of total voting power); H.I.G.’s designee, Aaron C. Tolson, sits on the Compensation Committee with Soriano and has waived all Board cash and equity compensation since 2021 .
Expertise & Qualifications
- 20+ years leading financial, insurance, and business services organizations, including transformation of omnichannel sales operations (online, telephonic, in-person) .
- CEO experience in insurance distribution; prior operating and strategy roles across data/marketing and outsourcing firms .
- Current service on Compensation and GRA Committees indicates focus on human capital/compensation and regulatory/public-policy oversight .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Common | Notes |
|---|---|---|---|
| Cesar M. Soriano | 75,642 | <1% | As of record date 4/21/2025 . |
Additional alignment and policy items:
- Director stock ownership guideline: value equal to 5x annual Board retainer ($375,000 at current retainer); directors are expected to reach by 4th anniversary; all non‑employee directors either have met, still have time, or are otherwise in compliance .
- Insider Trading Policy prohibits hedging, short sales, margin accounts, and pledging of Company stock by directors .
- Outstanding unvested RSUs for Soriano: 719 (from 2021) and 15,880 (from 2024) as of 12/31/2024 .
Governance Assessment
- Independence and engagement: Independent director; served on two key committees (Compensation; GRA). Board met 9 times in 2024; each director met ≥75% attendance threshold; Compensation and GRA Committees each met 4 times, supporting active oversight of pay and regulatory risk .
- Pay-for-performance context: While director pay is fixed plus time‑vested RSUs, broader governance signals include 2024 Say‑on‑Pay approval of ~82.5% (up from ~76.4% in 2023), reflecting improved investor support for compensation governance .
- Ownership alignment: Beneficial ownership <1% but subject to robust director stock ownership guidelines; hedging/pledging prohibited; change‑in‑control acceleration standard for directors .
- Conflicts/related parties: Audit Committee oversees related‑party transactions; proxy reports no related‑party transactions in 2023–2024 requiring review/approval; no third‑party compensation arrangements for directors, reducing conflict risk .
- Interlocks/influence considerations: H.I.G. holds Series A preferred with 12.1% voting power and has a Board designee (Tolson) on Compensation Committee alongside Soriano; however, Tolson has waived Board compensation since 2021 (mitigating direct pay interlock), and the Board maintains a majority of independent directors with an independent Chair . Investors may monitor alignment given concentrated preferred voting power, but no related‑party dealings were disclosed .
Fixed Compensation (Detail for 2024)
| Item | Amount |
|---|---|
| Fees earned in cash | $71,250 |
| - Base Board retainer | $62,500 |
| - Compensation Committee member | $7,500 |
| - GRA Committee member | $1,250 |
| Stock awards (RSUs; grant‑date fair value) | $160,388 |
| Total | $231,638 |
Performance Compensation (Director Equity Mechanics)
| Equity Element | Grant Sizing | Vesting | Notes |
|---|---|---|---|
| Initial RSU grant | $175,000 | Annual over 3 years | Based on 20‑day VWAP; updated vesting as of June 2024 . |
| Annual RSU grant | $175,000 | Quarterly; any unvested vests before next AGM | Based on 20‑day VWAP . |
| Chair RSU grant | $100,000 | 1‑year cliff | For newly appointed Board Chair . |
| CIC acceleration | — | 100% at closing (immediately prior) | Applies to non‑employee directors . |
| Annual director cap | — | — | $750k per year; $1.0m in initial year . |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other public boards (current) | None disclosed for Soriano . |
| Private/non‑profit boards | Not disclosed . |
| Interlocks | Serves on Compensation Committee with H.I.G. designee Tolson; Tolson waived Board pay . |
| Significant holders context | H.I.G. (via Echelon Health SPV, LP) holds all Series A preferred; 4,171,639 votes; 12.1% voting power . |
Expertise & Qualifications
- Insurance distribution CEO; operating/strategy background across data, outsourcing, and marketing services; transformation track record in omnichannel sales environments .
- Brings regulatory/public policy exposure via service on the GRA Committee and compensation governance experience via the Compensation Committee .
Equity Ownership
| Component | Detail |
|---|---|
| Common shares beneficially owned | 75,642 (<1% of outstanding) as of 4/21/2025 . |
| Unvested RSUs outstanding | 719 (2021 grant); 15,880 (2024 annual grant) as of 12/31/2024 . |
| Director ownership guideline | 5x annual retainer ($375,000); directors have met, have time, or are otherwise in compliance . |
| Hedging/pledging | Prohibited under Insider Trading Policy . |
Governance Assessment
- Strengths: Independent status; active committee service in compensation and regulatory oversight; strong attendance culture; ownership and anti‑hedging/pledging policies; no related‑party transactions or third‑party director compensation reported; improving Say‑on‑Pay support .
- Watch items: Concentrated preferred voting power by H.I.G. and presence of its designee on Compensation Committee (with Soriano as a member) merit ongoing monitoring for alignment and perceived influence, though current disclosures show independence and no related‑party dealings; H.I.G. designee has waived Board pay .