Francis S. Soistman
eHealthAbout Francis S. Soistman
Francis S. “Fran” Soistman, age 68, is eHealth’s Chief Executive Officer and a director (not independent), serving on the Board since 2021 and as CEO since November 2021. He holds a B.S. in accounting and finance from Towson University and completed the Stanford University executive program; he brings nearly four decades of healthcare and managed care operating leadership, transformation, and turnaround expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Healthcare Management & Transformation Advisory Services LLC | Founder and President | Jan 2020–Nov 2021 | Advised on healthcare operations and transformation |
| CVS Health / Aetna | EVP, CVS Health; President, Government Services at Aetna | Jan 2013–Sep 2019 | Led government programs and payer operations |
| Jessamine Healthcare (co-founder); Coventry Health Care; Principal Health Care; Blue Cross Blue Shield of Maryland | Various executive leadership roles | Not disclosed | Multi-plan insurance operations and turnarounds |
External Roles
- No current public-company directorships disclosed for Soistman .
Board Governance
- Independence: Not independent; all other current directors and nominees except Mr. Soistman are independent under Nasdaq standards .
- Committee assignments: Member, Equity Incentive Committee (EIC) alongside A. Brimmer; EIC grants equity awards to new hires and consultants (not executive officers) within Board-approved guidelines .
- Board leadership: Independent Chair (Beth Brooke) since June 2024; the Chair develops Board agendas and leads independent director sessions .
- Attendance: Board held nine meetings in 2024; all directors met at least 75% aggregate meeting attendance requirements (exception noted for Wolf’s mid-year committee change) .
- Executive sessions: Independent directors meet in executive session regularly without management .
Fixed Compensation
| Component | 2024 Amount |
|---|---|
| Director fees (employee directors) | $0 (employee directors are not paid Board fees) |
| CEO Base Salary | $750,000 |
| 2024 Target Bonus (% of base) | 120% (including +10% tied to CEO succession deliverables) |
Performance Compensation
| Program | Metric | Weight | Threshold | Target | Stretch | Maximum | 2024 Actual/Payout |
|---|---|---|---|---|---|---|---|
| 2024 Bonus | Operating Cash Flow | 40% | ($15M) | ($10M) | ($5M) | $0 | ($18.4M); 0% metric payout; Discretionary overall payout set to 150% |
| 2024 Bonus | Total Revenue | 20% | $450M | $462.5M | $468.75M | $475M | $532.4M; 200% metric payout |
| 2024 Bonus | Adjusted EBITDA | 20% | ($5M) | $7.5M | $13.75M | $20M | $69.3M; 200% metric payout |
| 2024 Bonus | FY24 Priorities (4 goals) | 20% | 2/4 goals (50%) | 3/4 goals (100%) | — | 4/4 goals (200%) | 3 of 4 goals met; 100% metric payout |
| 2024 Bonus Outcome | — | — | — | — | — | — | Committee used positive discretion to pay 150% of target, recognizing strategic enrollment investment that drove revenue/EBITDA and stock price |
| CEO Bonus Payout | Base | Target % | Actual % of base (150% achievement) | Actual $ |
|---|---|---|---|---|
| 2024 | $750,000 | 120% | 180% | $1,350,000 |
PSU Structure (granted 2024):
- Performance window: FY2024–FY2025; service-based vest at 12/31/2026 if eligible .
- Metric: Adjusted EBITDA Margin (two-year) with thresholds:
- 7% → 50% eligible; 8% → 100% eligible; 10% → 200% eligible .
| CEO 2024 Equity Mix | RSUs (Time-based) | PSUs (Adj. EBITDA margin) | Vesting |
|---|---|---|---|
| Annual grant | 125,000 | 125,000 | RSUs vest annually over 3 years; PSUs measured 2024–2025 then vest 12/31/2026 if eligible |
Other Directorships & Interlocks
| Entity | Type | Relationship |
|---|---|---|
| H.I.G. Capital via Echelon Health SPV, LP (Series A preferred holder) | Investor rights; board designee | Nominated Aaron C. Tolson to Board; additional rights triggered by asset coverage and liquidity covenants; appointed an H.I.G. board observer in March 2024 . |
- Potential governance influence: H.I.G. rights include approval of annual budget, hiring/termination of certain key executives, and certain indebtedness while covenants are not met; does not accelerate preferred redemption on non-compliance .
Expertise & Qualifications
- Deep payer/government services leadership and insurance-sector operating experience; demonstrated transformation/turnaround capability .
- Strategic planning, regulatory compliance, technology/digital innovation per Board skills matrix coverage (overall Board skills listing) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common | % of Total Voting Power |
|---|---|---|---|
| Francis S. Soistman | 782,955 | 2.6% | 2.3% |
Unvested/Outstanding Awards (as of 12/31/2024):
| Instrument | Quantity | Terms | Market/Notional Values |
|---|---|---|---|
| Options (exercisable) | 81,250 | TB option award at $41.03, exp. 10/6/2028 | — |
| Options (unexercisable) | 18,750 | TB option award at $41.03, exp. 10/6/2028 | — |
| Perf. options (unearned) | 25,000 | Stock-price based; none achieved as of 12/31/2024 | — |
| Unvested RSUs | 125,000 | Annual grant; market value $1,175,000 at $9.40 | |
| Unearned PSUs | 250,000 | 2024 PSU target; market value $2,350,000 at $9.40 (notional) | |
| Legacy RSUs (various) | 60,469 | Prior awards with residual unvested tranches | $628,409 at $9.40 |
Alignment policies:
- Hedging and pledging prohibited by Insider Trading Policy (no margin accounts, no pledging; no derivatives trading) .
- Stock ownership guidelines exist for executive officers (policy-level disclosure) and non-employee directors; director guideline equals 5× annual retainer (not applicable to employee directors) .
Fixed vs Performance Pay (Signals)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 755,769 | 1,305,000 | 1,350,000 | 3,428,203 |
| 2023 | 750,000 | 2,990,000 | 1,237,500 | 4,994,258 |
- Committee applied positive discretion to pay 150% of target bonus despite Operating Cash Flow underperformance, citing strategy to capture Medicare demand that enhanced revenue/EBITDA and stock price; this increases at-risk pay linkage but introduces discretion risk .
- 2024 shift toward performance equity via PSUs and longer performance windows; 2025 program further extends PSU performance period to 3 years .
Employment & Contracts
| Item | Terms |
|---|---|
| Employment status | At-will; CEO since Nov 2021; intends to retire by end of Q2 2025; expected to provide transition services and, if re-elected, continue as director; no severance for voluntary resignation; equity continues vesting with service . |
| Severance—non-COC | 24 months base; pro-rated target bonus (or remainder after July 1 if above target); up to 18 months COBRA; vesting credits for specified time-based awards; acceleration for performance awards that have met goals; additional vest credit for “good reason” resignation . |
| Severance—COC window | 24 months base; 2× target bonus; prior-year earned bonus; up to 18 months COBRA; 100% vesting of time-based awards; acceleration for PSUs where performance goals satisfied . |
| Clawback | Compensation Committee authorized clawback policy and recovery of excess incentive pay upon restatement; no excise tax gross-ups . |
Potential Payments (as of 12/31/2024):
| Scenario | Cash Payments ($) | Equity Acceleration ($) | Health Benefits ($) | Total ($) |
|---|---|---|---|---|
| Death/Disability | 900,000 | — | — | 900,000 |
| Without Cause / Good Reason (non-COC) | 2,400,000 | 127,784 (or $960,078 for good reason) | 29,812 | 2,557,596 (or $3,389,890 for good reason) |
| Without Cause / Good Reason (COC) | 3,300,000 | 1,743,409 | 29,812 | 5,073,221 |
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approvals: ~82.5% in 2024, up from ~76.4% in 2023 .
- Engagement: meetings with six institutional investors representing ~32% of outstanding common shares (as of 9/30/2024); H.I.G. engaged with Board; general support, no specific requested changes disclosed for 2024 program .
Compensation Peer Group (2024)
- 18 peers across insurance, healthcare, and technology sectors (e.g., BRP Group, GoHealth, SelectQuote; Alignment Healthcare, Health Catalyst, MultiPlan/Claritev; EverQuote, MediaAlpha) with revenue $200M–$1.5B and market cap $100M–$1.0B .
Related Party Transactions & Conflicts
- No related-party transactions requiring review/approval during 2023–2024 beyond disclosed compensation, equity plans, indemnification, and H.I.G. investment arrangements .
- H.I.G. Investment Agreement: grants rights to nominate directors, and additional governance rights while certain commission receivable/liquidity covenants are out of compliance; board observer appointed March 2024; non-compliance does not trigger acceleration of preferred redemption .
Performance & Track Record (Company-level under his tenure)
| Metric | FY2024 |
|---|---|
| Total Revenue | $532.4M |
| GAAP Net Income | $10.1M |
| Adjusted EBITDA | $69.3M |
| Cash, Cash Equivalents & Marketable Securities | $82.2M at 12/31/2024 |
| Total commissions receivable | $1,000M at 12/31/2024 |
| Total estimated membership | 1,293,796; Medicare 998,685 |
| Stock price commentary | Rose to approximately $10 in early 2025 |
Governance Assessment
- Independence and duality: As CEO and director, not independent; Board has independent Chair which mitigates, but Soistman participates in governance as management, affecting Board independence balance .
- Committee role: Membership on the Equity Incentive Committee that grants employee equity awards (not to executive officers) is typical but still a potential optics concern on equity policies oversight; formal limits and Board-approved policy reduce risk .
- Pay-for-performance: Strong linkage via PSUs and balanced annual bonus metrics; however, the Compensation Committee applied positive discretion to override low Operating Cash Flow and pay 150% of target—appropriate rationale (capturing demand and improving revenue/EBITDA/TSR), but reliance on discretion is a monitoring point for investors .
- Alignment and risk controls: Prohibitions on hedging/pledging; clawback in place; no excise tax gross-ups; stock ownership guidelines exist for executives and directors—favorable governance practices .
- H.I.G. influence: Covenant-triggered additional rights and board observer create a potential control/overhang dynamic; the presence of an independent Chair and majority-independent Board is a counterweight; continued compliance progress would reduce this governance risk .
- Attendance: Board-level attendance thresholds met; ongoing executive sessions bolster independent oversight .
- RED FLAGS:
- Discretionary bonus increase to 150% despite OCF miss—explainable but merits continued scrutiny in 2025 if repeated .
- Investor rights: H.I.G. governance rights while covenants are unmet—potential influence risk; watch covenant compliance trajectory and Board independence resilience .
- Not independent—management director; risk mitigated by independent Chair and majority-independent Board .
Overall, Soistman’s extensive payer/operator background and progress on revenue, profitability, and brand/omnichannel execution in 2024 support investor confidence; governance safeguards (independent Chair, clawbacks, anti-hedging/pledging) are in place, but investors should monitor use of compensation discretion and H.I.G.-related governance dynamics .