Erin L. Russell
eHealthAbout Erin L. Russell
Erin L. Russell, age 51, has served as an independent director of eHealth, Inc. since July 2021 and is currently Chairperson of the Audit Committee and a member of the Compensation Committee; she is designated an “audit committee financial expert” under SEC rules . She holds a B.S. in commerce (accounting) from the University of Virginia and an M.B.A. from Harvard Business School, with deep experience across private equity and healthcare services boards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vestar Capital Partners, L.P. | Principal | Aug 2001–Apr 2017 | Led investments; board service across healthcare portfolio companies |
| DeVilbiss Healthcare LLC | Director | 2012–Jul 2015 | Board oversight in respiratory medical products |
| 21st Century Oncology Inc. | Director | 2008–Sep 2016 | Board oversight in oncology services |
| DynaVox Inc. | Director | 2004–2014 | Board oversight of communications device manufacturer |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Kadant Inc. | Director | Jan 2019–present | Global engineered systems supplier |
| Modivcare Inc. | Director | Feb 2025–present | Tech-enabled healthcare supportive care solutions |
| Fortrea Holdings Inc. | Director | Mar 2025–present | Global CRO in life sciences |
| St. Thomas Aquinas Catholic School | Board Chair | Jun 2018–present | Governance leadership |
| UVA McIntire School of Commerce | Advisory Board Chair | Jun 2016–present | Advisory leadership |
| Jefferson Scholars Foundation (UVA) | Advisory Board Chair | Apr 2008–present | Advisory leadership |
Board Governance
- Independence: The Board determined all current directors except the CEO are independent; Russell is independent .
- Committee assignments: Audit Committee Chair; Compensation Committee member . Audit Committee held 10 meetings in 2024, including three combined with the Board; Russell is an audit committee financial expert .
- Attendance: The Board held nine meetings in 2024; each director attended at least 75% of Board and committee meetings, except one director; executive sessions of independent directors occur regularly .
- Risk oversight: Audit Committee oversees enterprise risk, financial reporting, cybersecurity, and data protection; Compensation Committee oversees compensation risk; Nominating & Corporate Governance oversees director independence and conflicts; Government & Regulatory Affairs oversees regulatory/political risks .
- Related-party transactions: None disclosed for 2023–2024 requiring review/approval; policy requires Audit Committee oversight of related-person transactions .
- Say-on-Pay and engagement: 2024 Say‑on‑Pay approval ~82.5% (up from ~76.4% in 2023); quarterly engagement with institutional holders and H.I.G.; Comp Committee considers investor feedback .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Board Member Retainer | 62,500 | Portion of $75k annual retainer given mid‑year program change |
| Audit Committee Chair Retainer | 12,500 | Chair fee as paid in 2024 (annual schedule is $25k) |
| Audit Committee Member Fee | 5,000 | Non‑chair member fee |
| Compensation Committee Chair Fee | 7,500 | Paid as chair during 2024 per proxy footnote |
| Compensation Committee Member Fee | 3,750 | Non‑chair member fee |
| Total Cash Fees Earned (2024) | 91,250 | Sum of the above |
Program reference (for context): Non‑employee director cash schedule in 2024 was $75,000 board retainer; Chair of Board $50,000; Audit Chair $25,000; Compensation Chair $15,000; NCG Chair $10,000; GRA Chair $10,000; and member fees ($10,000 Audit; $7,500 Compensation; $5,000 NCG; $5,000 GRA). No per‑meeting fees; expenses reimbursed .
Note: Directors receive equity in RSUs (time-based), not performance-based cash bonuses; base salary/bonus constructs do not apply to non‑employee directors .
Performance Compensation
| Grant Date | Award Type | Shares Originally Granted | Outstanding Unvested as of 12/31/2024 | Vesting Terms |
|---|---|---|---|---|
| 7/21/2021 | RSUs | 3,374 | 844 | Vests in four equal annual installments (service-based) |
| 6/11/2024 | RSUs | 31,760 | 15,880 | Vests in four equal quarterly installments; any remainder vests before next annual meeting (service-based) |
- Equity program highlights: Initial RSU grant value $175,000 at board entry (three‑year annual vesting); annual RSU grants $175,000 with quarterly vesting; Board Chair appointment grant $100,000 RSUs; full acceleration upon change‑in‑control (standard) .
No director PSUs/options or performance metrics are disclosed for non‑employee directors; director equity is time‑based and service‑conditioned .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock With EHTH |
|---|---|---|---|
| Kadant Inc. | Industrials (engineered systems) | Director (since 2019) | None disclosed |
| Modivcare Inc. | Healthcare services | Director (appointed Feb 2025) | None disclosed |
| Fortrea Holdings Inc. | Life sciences CRO | Director (appointed Mar 2025) | None disclosed |
- Related-party transactions: None involving directors in 2023–2024; third‑party director compensation arrangements requiring Nasdaq disclosure: none .
Expertise & Qualifications
- Financial literacy and capital/credit markets experience; designated audit committee financial expert .
- Healthcare sector board experience (oncology, respiratory, supportive care) .
- Strategic planning, governance, risk management and human capital/compensation competencies per Board skills matrix .
- Education: B.S. in commerce (accounting), University of Virginia; M.B.A., Harvard Business School .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of 4/21/2025) | 79,619 common shares; <1% of outstanding common stock |
| Outstanding unvested RSUs | 844 (2021 grant) and 15,880 (2024 grant) |
| Ownership guidelines (directors) | Expected to hold common stock valued at 5× annual board retainer ($375,000) |
| Compliance status | As of Record Date, all non‑employee directors either met, had time to meet, or were compliant with stock‑holding requirements |
| Hedging/pledging | Prohibited under Insider Trading Policy; margin accounts and derivative hedging are disallowed |
Governance Assessment
- Strengths:
- Independent audit chair with SEC “financial expert” designation supporting robust financial oversight and cybersecurity risk review .
- Board independence maintained; regular executive sessions; attendance at least 75% across directors in 2024 .
- Director pay structure balanced (cash retainer plus time‑based RSUs); ownership guidelines promote alignment; no meeting fees; no pledging/hedging allowed .
- No related‑party transactions involving directors in 2023–2024; active stockholder engagement and improved Say‑on‑Pay support .
- Watch items / potential risks:
- Multi‑board workload: three external public boards added/held (Kadant, Modivcare, Fortrea) alongside EHTH; Nominating & Corporate Governance Committee considers time commitments to ensure sufficient capacity—monitor ongoing engagement and attendance .
- Standard change‑in‑control equity acceleration for directors (common market practice) should be monitored for optics regarding pay‑for‑performance alignment .
Context: Management’s strategic choices in 2024 (investing to capture Medicare demand) contributed to strong revenue and adjusted EBITDA exceeding maximum bonus metrics and an early‑2025 stock price around $10; advisory Say‑on‑Pay support rose to ~82.5% . While not directly tied to director compensation, these performance signals underpin broader governance and investor confidence.