Derrick Duke
eHealthAbout Derrick Duke
Derrick Duke is Chief Executive Officer and Director of eHealth, Inc., appointed CEO effective September 18, 2025 and joined the Board the same day; he began employment on August 4, 2025 and is age 58 . He brings over 30 years of leadership in managed care and insurance, including CEO, COO/CFO, and Chief Risk Officer roles at Magellan Health, and senior roles at HealthMarkets and National Health Insurance; he holds a BBA in Finance (Hardin-Simmons University) and an MBA (University of Texas at Arlington) . Current company performance markers under his leadership include raised FY2025 guidance to GAAP net income $9–$30M and adjusted EBITDA $60–$80M, with total revenue $525–$565M and operating cash flow range -$25M to +$10M, reflecting Q3 execution and AEP dynamics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Magellan Health | Chief Executive Officer | 2022–2025 | Led strategic growth and operational execution; streamlined operations through transition period . |
| Magellan Health | Chief Operating Officer & Chief Financial Officer | Jan–May 2022 | Led finance organization and business transformation; oversight of behavioral health clinical services . |
| Magellan Health | Chief Risk Officer | 2020–Jan 2022 | Enterprise risk leadership in managed care context . |
| HealthMarkets | Chief Financial Officer & Chief Operating Officer | 2015–2019 | Directed finance, actuarial, IT, underwriting, compliance, customer service; helped lead the company through its acquisition by UnitedHealth Group in 2019 . |
| National Health Insurance (now part of Allstate Insurance) | EVP & Chief Investment Officer | Earlier career | Investment strategy and insurer financial management experience . |
External Roles
No current public-company board roles disclosed beyond eHealth; prior executive leadership at Magellan Health (CEO, COO/CFO, CRO) and senior roles at HealthMarkets and National Health Insurance are detailed above .
Fixed Compensation
| Component | FY 2025 | Notes |
|---|---|---|
| Base Salary | $700,000 | As per CEO offer letter dated July 28, 2025. |
| Target Annual Bonus | 120% of base salary ($840,000 target) | Discretionary under Employee Bonus Plan; paid based on corporate and individual performance. |
| Sign-on Bonus | $600,000 (advance; subject to repayment if leave for cause/without good reason within 1 year) | Repayment scale: 0–6 months 100%; 7–9 months 50%; 10–12 months 25%. |
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual/Payout | Vesting/Performance Period |
|---|---|---|---|---|---|
| Annual Bonus (Program Design) | Operating Cash Flow | 40% (2024 design) | Thresholds set vs guidance; 2024 target set +$5M above top of guidance range | Payout varies 0–200% of target; committee discretion | Annual; cash bonus under executive bonus plan . |
| Annual Bonus (Program Design) | Adjusted EBITDA | 20% (2024 design; shifted from 60% in 2023) | Company-defined | Payout varies; max 200% | Annual . |
| Annual Bonus (Program Design) | Total Revenue | 20% | Company-defined | Payout varies; max 200% | Annual . |
| Annual Bonus (Program Design) | FY operational priorities | 20% | Company-defined | Payout varies; max 200% | Annual . |
| PSUs (2024 program reference) | Adjusted EBITDA Margin (2-year) | N/A | 7% threshold (50% payout), 8% target (100%), 10% maximum (200%) | Not disclosed | 2-year performance (2024–2025) + 1-year service tail . |
| PSUs (Duke initial grant) | Company’s 2025 PSU Program metrics | N/A | Specified metrics over a 3-year performance period | Not disclosed | 3-year performance; service-based vesting required . |
Notes:
- For 2025, the company states equity incentive program shifts from a 2-year to a 3-year performance period; annual bonus continues to reflect Operating Cash Flow, Total Revenue, adjusted EBITDA and FY priorities .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Initial RSU Award | 300,000 RSUs; vest in three equal annual installments from the Vesting Commencement Date (10th day of month of Start Date, e.g., Aug 10, 2025) . |
| Initial PSU Award | 300,000 PSUs at target; eligible to vest per 2025 PSU Program over 3-year performance period; service-based vesting applies . |
| Stock Ownership Guidelines (Executives) | CEO must hold shares valued at 6× base salary within 5 years of becoming CEO; others 3× salary; retention of 75% of net shares until guideline met . |
| Hedging/Pledging | Hedging and pledging prohibited under Insider Trading Policy; quarterly blackout restrictions apply . |
| Trading Windows | Subject to quarterly trading blackout periods under Insider Trading Policy . |
Vesting cadence considerations:
- Expected RSU vest dates around each anniversary of Aug 10, 2026/2027/2028, subject to grant date policy and continued service; trading restricted during blackout windows .
Employment Terms
| Provision | Base Case (Qualifying Termination) | Change-in-Control (within 1 year) | Death/Disability |
|---|---|---|---|
| Severance Cash | 24 months base salary; plus any earned but unpaid prior-year bonus; pro-rated target annual bonus for year of termination; if termination date is July 1 or later and performance > target, remainder of target bonus also payable . | 24 months base salary; 200% of then-current target annual bonus; plus any earned but unpaid prior-year bonus . | Pro-rated target bonus for year (based on actual achievement) and any earned but unpaid prior-year bonus . |
| COBRA Benefits | Company-paid health/dental/vision up to 18 months; taxable cash-in-lieu if needed for legal compliance . | Same as base case . | N/A beyond bonus provisions . |
| Equity Acceleration | 12 months additional vesting credit on Initial RSU Award; for resignation with Good Reason, 12 months on all outstanding time-based awards; PSUs with achieved performance metrics vest (time-based tail waived); unmet performance goals cancel . | Full vesting of outstanding time-based awards; PSUs with achieved performance metrics vest; unmet performance goals cancel . | Not specified for equity; standard award agreements apply; bonuses per above . |
| At-will; Good Reason/Cause | Employment is at-will; Good Reason includes title reduction, material duty reduction, comp reduction ≥10%, relocation >35 miles, failure of successor to assume Agreement, and failure to nominate to Board pre-Change-in-Control (and post-Change-in-Control if Board exists) . | ||
| Clawback & Recoupment | Subject to company clawback policy and any future amendments or legal requirements ; committee authority to adopt/modify clawbacks . | ||
| 280G Treatment | “Best results” cutback—reduce payments to avoid excise tax if it maximizes after-tax value; reduction order: cash, then newest equity, then benefits . | ||
| Indemnification | Standard D&O indemnification agreement to fullest extent permitted by Delaware law . | ||
| Outside Activities | Restricts competing employment/activities during employment; disclosure and approval required for outside engagements . |
Board Governance
- Board service: Appointed as a Director effective September 18, 2025 alongside CEO appointment; succession planning intended to ensure continuity .
- Leadership structure: Independent Chair (Beth A. Brooke, appointed June 2024); separation of Chair and CEO roles; independent directors hold executive sessions regularly .
- Committees: Audit, Compensation, Nominating & Corporate Governance, Government & Regulatory Affairs, and Equity Incentive Committee; committees composed of independent directors, with chairs identified; CEO/director typically not serving on principal committees; committee duties and governance roles described .
- Attendance: Board held 9 meetings in 2024; directors attended ≥75% of Board and committee meetings, with one noted exception after mid-year appointment; independent directors meet in executive session .
Dual-role implications:
- As CEO and Director, independence concerns are mitigated by independent Chair and fully independent committee memberships (e.g., Compensation Committee sets CEO pay, oversees clawbacks, and succession planning) .
Director Compensation, Ownership Guidelines, and Say-on-Pay
- Non-employee director program: Retainer and equity compensation described in proxy; not applicable to CEO as employee director .
- Director ownership guidelines: Non-employee directors expected to hold shares valued at 5× annual Board retainer, with retention of 75% of net shares until guideline met .
- Executive and director hedging/pledging prohibitions: Hedging and pledging prohibited under Insider Trading Policy; blackout periods enforced .
- Say-on-Pay results: Advisory approval improved from ~76.4% in 2023 to ~82.5% in 2024; ongoing investor engagement with holders representing ~32% of outstanding common stock, plus engagement with preferred holder H.I.G., whose nominee serves on the Compensation Committee .
Compensation Peer Group (2024 framework used for program design)
| Insurance Peers | Healthcare Peers | Technology Peers |
|---|---|---|
| BRP Group (The Baldwin Insurance Group) | Alignment Healthcare | EverQuote |
| Clover Health | Computer Programs and Systems (TruBridge) | MediaAlpha |
| GoHealth | Health Catalyst | Priority Technology |
| Hippo Holdings | MultiPlan (Claritev Corp.) | Quotient Technology |
| Oscar Health | NextGen Healthcare | |
| SelectQuote | Sharecare | |
| Vericity | Tabula Rasa HealthCare |
FY 2025 Company Performance Guidance (context for pay-for-performance alignment)
| Metric | FY 2025 Guidance |
|---|---|
| Total Revenue ($M) | $525–$565 |
| GAAP Net Income ($M) | $9–$30 |
| Adjusted EBITDA ($M) | $60–$80 |
| Operating Cash Flow ($M) | -$25 to +$10 |
| Positive Net Adjustment Revenue ($M) | $40–$43 |
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited; reduces misalignment risk; trading blackout periods enforced .
- Golden parachute gross-ups: Not provided; 280G “best results” cutback reduces excise tax exposure and optics risk .
- Clawbacks: Committee can adopt/amend clawback policy; offer subject to clawback—alignment tool in case of restatements/misconduct .
- Related party transactions: 8-K states none involving Duke requiring Item 404(a) disclosure beyond his agreements; reduces conflict risk .
- Governance strength: Independent Chair; committee independence; regular executive sessions; succession planning emphasized .
Equity Ownership & Vesting Schedules (Insider selling pressure considerations)
| Award | Grant Size | Vesting Cadence | Notes |
|---|---|---|---|
| RSUs | 300,000 | 1/3 annually from Vesting Commencement Date (e.g., Aug 10, 2026/2027/2028) | Blackout windows apply; trading policy limits pledging/derivatives . |
| PSUs | 300,000 (target) | 3-year performance period; service vesting required | Metric specifics under 2025 PSU Program; performance-based; potential post-performance service tail per program. |
Investment Implications
- High at-risk pay profile with substantial performance equity and bonus metrics linked to Operating Cash Flow, Total Revenue, and Adjusted EBITDA fosters pay-for-performance alignment; 3-year PSU horizon increases long-term focus .
- Retention levers are strong: $600k sign-on bonus with repayment schedule and multi-year RSU/PSU vesting; severance features provide stability but avoid tax gross-ups and include 280G “best results” cutback, balancing retention and shareholder optics .
- Trading signals: Annual RSU vesting around anniversary of Aug 10 could create settlement-driven activity, but insider blackout policy and ownership-retention requirements mitigate near-term selling pressure; CEO ownership guideline of 6× salary adds alignment over five years .
- Governance mitigants: Independent Chair and independent committees oversee CEO compensation and succession planning, reducing dual-role risk as CEO/Director; ongoing investor engagement and prior Say-on-Pay approvals signal constructive shareholder dialogue .
- Execution risk: 2025 guidance uplift is positive; delivery through AEP and across OCF/EBITDA targets will be important, as bonus and PSU outcomes are tied to these performance measures; management commentary underscores focus on branded acquisition economics and retention improvements .