Gavin G. Galimi
eHealthAbout Gavin G. Galimi
Senior Vice President, General Counsel and Corporate Secretary of eHealth, Inc. since June 2022; age 52; education includes J.D., B.S. in Biological Sciences, and B.A. in International Relations from the University of Southern California . Background spans 15+ years across UnitedHealth Group’s insurance subsidiaries with roles in general counsel, compliance, finance, and executive leadership, and co‑founder of private equity firm Stratagem Investments (2017) focused on societal inequities . Company performance context during his tenure: 2024 revenue $532.4M (+18% YoY), GAAP net income $10.1M (vs. 2023 loss), adjusted EBITDA $69.3M (vs. $14.1M in 2023); cumulative TSR tracker shows value of a $100 investment at $36.86 at end‑2024 (company-provided pay‑versus‑performance table) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UnitedHealthcare Specialty Benefits (UnitedHealth Group) | General Counsel | 2017–2021 | Led legal and regulatory oversight for specialty benefits; supported compliant growth within highly regulated lines . |
| March Vision Care (acquired by UnitedHealth Group) | CFO; Chief Compliance Officer; General Counsel; EVP | 2006–2017 | Built finance, compliance, and legal infrastructure; supported integration into UHG; scale in managed vision benefits . |
| UnitedHealth Group insurance subsidiaries | Officer/Director | Not disclosed | Governance and oversight roles at multiple UHG subsidiaries, strengthening legal, compliance, and operational execution . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Stratagem Investments | Co‑founder | 2017 | Private equity firm focused on addressing inequities, including access to quality care . |
| SEC Filings for eHealth | Authorized signatory | 2025 | Agent for service on S‑3 and signatory on 8‑K; corresponded on S‑3 acceleration . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $385,769 | $420,865 (merit increase to $425,000 effective 3/17/2024) |
| Target Bonus (% of salary) | 60% | 60% (target amount $250,627) |
| All Other Cash Comp ($) | $10,147 | $10,694 |
| 2024 Cash Earned | Amount ($) |
|---|---|
| Actual Salary | $420,865 |
| Actual Bonus | $375,941 (paid April 2025; 150% of target via positive discretion) |
| All Other Cash Comp | $10,694 |
| Total Cash Compensation | $807,500 |
Performance Compensation
| Annual Bonus Metric (FY2024) | Weighting | Target | Actual | Payout Factor | Notes |
|---|---|---|---|---|---|
| Operating Cash Flow | 40% | ($10M) | $(18.37)M | 0% | New 2024 metric; more rigorous target setting vs guidance . |
| Total Revenue | 20% | $462.5M | $532.41M | 200% | Significant outperformance; YOY +18% . |
| Adjusted EBITDA | 20% | $7.5M | $69.27M | 200% | Reflects transformation and efficiency gains . |
| FY24 Operational Priorities (4 goals) | 20% | 3/4 goals = 100% | 3/4 achieved | 100% | Conversion, loyalty (ePerks), diversified revenue; ICHRA growth not achieved . |
| Committee Discretion | — | — | — | 150% of target | Compensation Committee used positive discretion recognizing stock price and growth tradeoffs . |
| 2024 Equity Grants | Instrument | Shares | Vesting | Performance Metric |
|---|---|---|---|---|
| Annual RSUs | RSU | 55,250 | 1/3 annually from 4/10/2024 (expected 4/10/2025, 4/10/2026, 4/10/2027) | Time-based. |
| Annual PSUs | PSU | 29,750 (eligible shares at target) | Eligible based on 2024–2025 results; vests 12/31/2026 if earned | Adjusted EBITDA margin: 7% Threshold (50%), 8% Target (100%), 10% Max (200%) . |
| Retention RSUs (CEO transition) | RSU | 31,300 | 50% on 12/10/2025; 50% on 12/10/2026; acceleration on good reason/without cause termination | Time-based. |
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Total Beneficial Ownership | 97,573 shares; includes 4,966 RSUs vesting within 60 days of record date; under 1% of common shares . |
| Shares Outstanding (Record Date) | 30,326,646 common; 2,250,000 Series A preferred (4,171,639 votes) . |
| Ownership % of Common | ~0.32% (97,573 / 30,326,646) . |
| 2024 Stock Vested | 41,736 shares; $271,749 value realized . |
| Unvested RSUs (12/31/2024) | 29,792; 23,438; 55,250; 31,300 (market values $280,045; $220,317; $519,350; $294,220) . |
| Unearned PSUs (12/31/2024) | 59,500 eligible shares at max; payout value $559,300 (subject to 2024–2025 margin performance) . |
| Upcoming Vesting (insider supply) | RSU annual 55,250 → ~18,417 shares on 4/10/2025; retention RSU 31,300 → 15,650 on 12/10/2025; quarterly vest continues on 2022/2023 RSUs (trading subject to blackout) . |
| Stock Ownership Guidelines (Execs) | 3× base salary within 5 years; must retain 75% of net shares until compliant; executives still have time to meet guideline . |
| Hedging/Pledging | Company policy prohibits hedging and pledging; margin accounts disallowed . |
| Options | None disclosed for Mr. Galimi; equity mix is RSUs/PSUs . |
Employment Terms
| Provision | Terms |
|---|---|
| Severance (no CoC) | 12 months base salary + up to 12 months company‑paid COBRA for termination without cause or resignation for good reason . |
| Severance (within 12 months post‑CoC) | Above plus 100% of target annual cash bonus and 100% vesting of outstanding unvested time‑based equity awards . |
| Performance Awards in CoC | Treatment varies by award and performance goal; plan permits full vesting if successor does not assume or substitute; director awards fully vest at CoC . |
| Clawback | Non‑discretionary recovery of excess incentive compensation upon accounting restatement per SEC/Nasdaq rules . |
| Definitions | “Cause”, “Good Reason”, “Change in Control” detailed in proxy; no excise tax gross‑ups; at‑will employment . |
Compensation Structure Analysis
- Pay mix evolution: For 2024, equity tilted toward RSUs with meaningful PSUs (RSUs ~65%, PSUs ~35%), with PSUs on a 2‑year margin performance period and 1‑year service tail, aligning with multi‑year profitability targets .
- 2024 cash incentive discretion: Despite OCF miss, Committee granted 150% of target bonuses due to outsized revenue/EBITDA performance and stock price impact—highlighting flexibility versus formulaic pay‑for‑performance; investors should monitor consistency of discretion usage over time .
- Retention risk management: October 2024 retention program added cash and RSUs (31,300 RSUs; $250,000 cash) vesting across 12–24 months post‑CEO transition; reduces near‑term turnover risk but increases time‑based equity .
- Governance and risk mitigants: Ownership guidelines, hedging/pledging prohibitions, and a Dodd‑Frank compliant clawback policy strengthen alignment and risk control .
- Shareholder sentiment: Say‑on‑pay passed with ~82.5% support in 2024 (up from ~76.4% in 2023); peer benchmarking conducted by Aon; peer set includes insurance, healthcare tech, and tech comps .
Investment Implications
- Alignment: Significant unvested RSUs and multi‑year PSUs tied to adjusted EBITDA margin create direct incentives for sustained profitability into 2025–2026; ownership guideline at 3× salary enforces continued equity accumulation .
- Retention and supply overhang: 2025 vesting events (~18.4K RSUs in April; ~15.7K RSUs in December) plus quarterly vesting from prior awards may add incremental insider supply in open windows; policy blackout periods mitigate timing risks .
- Pay-for-performance calibration: The 2024 discretionary bonus uplift despite OCF underperformance signals Committee willingness to prioritize growth and stock outcomes; monitor 2025 program shift to 3‑year PSUs for tighter alignment and reduced discretion reliance .
- Change‑in‑control economics: Double‑trigger protection (salary, bonus, time‑based equity acceleration) is moderate for a GC; limits on pledging/hedging and clawback policy reduce governance risk .
Related‑party transactions: None requiring review were reported for 2023–2024 .
Stock ownership context: Less than 1% beneficial ownership (97,573 shares) versus 30.33M common shares outstanding at record date .
Appendix: Multi‑Year Summary Compensation (NEO Disclosure)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $385,769 | $420,865 |
| Stock Awards ($) | $460,000 | $615,850 (includes retention RSUs) |
| Non‑Equity Incentive ($) | $335,495 | $375,941 |
| All Other Compensation ($) | $10,147 | $10,694 |
| Total ($) | $1,191,411 | $1,423,350 |
Notes on Company Performance Context
- FY2024 results: Revenue $532.4M (+18% YoY); GAAP net income $10.1M; adjusted EBITDA $69.3M; cash, cash equivalents & marketable securities $82.2M; total commissions receivable $1,000M; estimated membership 1,293,796 (Medicare 998,685) .
- Pay vs performance TSR tracker: Value of $100 investment at $36.86 (2024), $34.2 (2023), $18.98 (2022); net income (loss) $10.1M (2024), $(28.2)M (2023), $(88.7)M (2022) .