Dale B. Wolf
eHealthAbout Dale B. Wolf
Independent director of eHealth, Inc. since August 2019; former Chairperson of the Board (September 2021–June 12, 2024). Age 71. Background spans CEO, CFO, and board leadership roles in managed care and healthcare services; education includes a B.A. in Mathematics (Eastern Nazarene College), MIT Sloan senior executive program, and Fellow of the Society of Actuaries credential . Currently also serves on the boards of AdaptHealth Corp. (since Nov 2019) and Molina Healthcare, Inc. (since 2013) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| One Call Care Management | President & CEO | Jan 2016–Feb 2019 | Led specialized solutions provider to workers’ comp industry |
| One Call Care Management | Executive Chairman | Sep 2015–Jan 2016 | Governance/oversight during transition |
| DBW Healthcare, Inc. | President & CEO | Jan 2014–Jun 2018 | Healthcare consulting leadership |
| Correctional Healthcare Companies, Inc. | Executive Chairman | Dec 2012–Jul 2014 | Oversight of correctional healthcare provider |
| Coventry Health Care, Inc. | Chief Executive Officer | 2005–2009 | Led diversified national health insurer (later acquired by Aetna/CVS) |
| Coventry Health Care, Inc. | EVP, CFO & Treasurer | 1996–2005 | Senior finance leadership in health insurance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AdaptHealth Corp. | Director | Since Nov 2019 | Healthcare-at-home solutions board service |
| Molina Healthcare, Inc. | Director | Since 2013 | Managed healthcare services under Medicaid/Medicare; board service |
Board Governance
- Committee assignments (current): Chairperson, Nominating & Corporate Governance Committee; Member, Compensation Committee .
- 2024 roles and cash fee components (evidence of service): Board Member; Chairperson (through June 12, 2024); Audit Committee member (in 2024); Chair, Nominating & Corporate Governance; member, Nominating & Corporate Governance; member, Compensation .
- Independence: Board determined all directors except CEO Soistman are independent; Wolf is independent .
- Class/Term: Class III; term expires at 2027 annual meeting .
- Attendance: Board held 9 meetings in 2024; directors attended ≥75% of aggregate Board and committee meetings, except Wolf—who joined the Compensation Committee in June 2024—attended one of the two Compensation Committee meetings held thereafter .
- Executive sessions: Independent directors meet in executive session without management on a regular basis .
- Risk oversight mapping (context): Audit oversees enterprise, financial and cybersecurity risks; Compensation oversees compensation risks; Nominating & Corporate Governance oversees director independence, conflicts, and ESG matters .
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Fees Earned in Cash ($) | 104,375 |
| Stock Awards ($) (grant-date fair value) | 160,388 |
| Total ($) | 264,763 |
Breakdown of 2024 cash fees (per company disclosure):
- $62,500 Board member retainer; $25,000 Chairperson of the Board retainer; $7,500 Audit Committee member; $5,000 Chair, Nominating & Corporate Governance; $2,500 Nominating & Corporate Governance member; $1,875 Compensation Committee member .
Director cash framework (effective June 2024 program update):
- Non-employee Board member annual retainer: $75,000; Board Chair additional retainer: $50,000; Committee Chair retainers: Audit $25,000, Compensation $15,000, Nominating & Corporate Governance $10,000, Government & Regulatory Affairs $10,000; Non-chair committee member retainers: Audit $10,000, Compensation $7,500, Nominating & Corporate Governance $5,000, Government & Regulatory Affairs $5,000 .
- June 2024 changes: cash retainer increased by $25,000; annual and initial equity grant values decreased by $25,000; initial grant vesting revised to annual over three years .
Performance Compensation
| Equity Award | Grant Date | Shares Granted | Unvested RSUs Outstanding (12/31/2024) | Vesting Terms |
|---|---|---|---|---|
| Annual RSUs | 6/11/2024 | 31,760 | 15,880 | Vest in four equal quarterly installments; any unvested shares vest in full immediately prior to next annual meeting, subject to continued service |
Director equity program (structure, not individual-specific):
- Initial RSUs: $175,000 value (20-day VWAP methodology), vest annually over three years .
- Annual RSUs: $175,000 value, vest quarterly; full vesting of remainder immediately prior to next annual meeting, subject to continued service .
- Board Chair appointment grant: $100,000 RSUs, vest at ~one year .
- Change in control: Director equity vests in full immediately prior to completion .
- Annual compensation limit for non-employee directors (cash + equity fair value): $750,000; $1,000,000 in year of initial service .
Other Directorships & Interlocks
| Company | Role | Sector/Notes | Potential Interlock/Conflict Disclosure |
|---|---|---|---|
| AdaptHealth Corp. | Director (since Nov 2019) | Healthcare-at-home | No related-party transactions requiring review in 2023–2024; none disclosed involving directors |
| Molina Healthcare, Inc. | Director (since 2013) | Managed healthcare under Medicaid/Medicare | No related-party transactions requiring review in 2023–2024; none disclosed involving directors |
- Third-party compensation of directors: None requiring disclosure under Nasdaq Rule 5250(b)(3) .
Expertise & Qualifications
- Executive leadership: Former CEO (Coventry Health Care; One Call), former CFO/Treasurer (Coventry Health Care) .
- Technical/financial: Fellow of the Society of Actuaries; CFO background; MIT Sloan senior executive program .
- Industry depth: Decades in managed care, health insurance, and healthcare services .
- Board leadership: Former Chairperson of eHealth’s Board (Sep 2021–Jun 2024); current Chair, Nominating & Corporate Governance Committee .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (Common Shares) | 151,491 shares; <1% of outstanding |
| RSUs outstanding/unvested (12/31/2024) | 15,880 shares |
| Ownership guidelines (NEDs) | 5x annual Board retainer; currently $375,000 threshold |
| Guideline timing/compliance | Expected by June 30 following 4th anniversary; Company states all non-employee directors have met, still have time, or are otherwise in compliance |
| Pledging/Hedging | Prohibited under Insider Trading Policy (no pledging; no hedging/derivatives) |
| Shares pledged | No pledging permitted per policy; no pledges disclosed for directors |
Governance Assessment
-
Strengths
- Independence and leadership: Wolf is an independent director, currently chairs Nominating & Corporate Governance and serves on Compensation; previously Board Chair, indicating strong governance involvement .
- Alignment and safeguards: Robust ownership guidelines for directors (5x annual retainer), plus prohibitions on hedging and pledging; annual compensation cap for directors .
- Program discipline and shareholder support: 2024 Say-on-Pay approved by ~82.5% of votes cast (up from ~76.4% in 2023), suggesting improving investor confidence in compensation governance .
- Risk oversight clarity: Committees have defined risk domains; Nominating & Corporate Governance oversees independence, conflicts, and ESG .
-
Watch items / RED FLAGS
- Attendance: In 2024, after joining the Compensation Committee mid-year, Wolf attended one of two Compensation Committee meetings—investors may monitor future committee attendance given his governance leadership role .
- Interlocks: Concurrent service on Molina Healthcare’s board could present perceived overlap given eHealth’s health insurance marketplace exposure, though the company reports no related-party transactions requiring review in 2023–2024 .
- Pay structure shifts: June 2024 updated director program increased cash retainers while reducing equity grant values; while overall mix remains equity-heavy, investors may track whether cash weighting continues to rise over time .
Director Compensation (Context and 2024 Actuals)
| Item | Detail |
|---|---|
| 2024 Board meetings | 9 |
| 2024 Attendance note | Wolf attended 1 of 2 Compensation Committee meetings after joining in June 2024 |
| 2024 Director cash framework | Rates and committee retainers per program table |
| 2024 Wolf cash earned | $104,375; see component detail above |
| 2024 Wolf stock awards (FV) | $160,388 |
| 2024 Wolf total director comp | $264,763 |
| 6/11/2024 RSU grant | 31,760 RSUs; 15,880 unvested as of 12/31/2024; quarterly vest; full vest of remainder prior to next annual meeting (service-based) |
Related-Party Transactions & Policies
- Policy oversight: Audit Committee reviews/oversees related-party transactions and the policy; employees must obtain CFO approval before potential conflicts .
- Disclosures: No related-party transactions during 2023 and 2024 requiring review/approval/ratification; none involving directors disclosed beyond ordinary compensation .
- Insider Trading Policy: Prohibits pledging, margin, short sales, derivatives, and trading on MNPI .
Compensation Committee & Peer Benchmarking (Context)
- Compensation Committee responsibilities include director compensation policy and risk assessments; uses independent consultant (Aon) .
- Peer group framework used for 2024 compensation benchmarking; list of peers spans insurance, healthcare, and technology; director pay levels informed by these practices .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay support ~82.5% (vs. ~76.4% in 2023); company reported continued investor outreach, including meetings with holders of ~32% of outstanding common stock as of Sept 30, 2024 .
Summary Implications for Investors
- Wolf’s deep managed-care/insurance background and governance roles (NCG Chair; past Board Chair) support board effectiveness and oversight of independence/conflicts/ESG, a positive for investor confidence .
- Attendance watch item from 2024 is notable given his Compensation Committee seat; continued monitoring warranted .
- Alignment mechanisms (ownership guidelines; anti-hedging/pledging; capped director pay) and no related-party transactions disclosed mitigate conflict risk .