John J. Dolan
eHealthAbout John J. Dolan
John J. Dolan, age 57, is Senior Vice President and Chief Financial Officer of eHealth, Inc., serving as CFO since August 31, 2024 after joining the company in May 2022 as Chief Accounting Officer; he is a certified public accountant (inactive) with a B.S. in Accounting from Manhattan College and prior senior finance roles at BNY Mellon, American Express, GE Capital, Merrill Lynch, and PwC . During 2024, eHealth delivered 18% year-over-year revenue growth to $532.4 million, returned to GAAP profitability with $10.1 million net income, and achieved adjusted EBITDA of $69.3 million; management also noted the stock price rose to approximately $10 per share in early 2025, illustrating improved operating performance and sentiment during Dolan’s early tenure as CFO . Dolan’s role and Sarbanes-Oxley certifications in Q3 2025 confirm his ongoing responsibility over disclosure controls and financial reporting .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| eHealth, Inc. | Senior VP, Chief Accounting Officer | May 2022–Aug 2024 | Led SEC reporting and technical accounting; prepared for CFO transition |
| BNY Mellon | Deputy Controller | Mar 2017–May 2022 | Oversaw SEC reporting and technical accounting, strengthening public-company controls |
| American Express | Multiple VP Controller roles | Apr 2004–Mar 2017 | Americas controller; global accounting policies; drove control rigor across segments |
| GE Capital; Merrill Lynch | Finance positions | Prior to 2004 | Built foundational finance, controls, and reporting experience |
| PwC | Senior Manager | Prior | Public accounting, audit and advisory grounding |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No external directorships or committee roles disclosed in filings |
Fixed Compensation
| Component | Value | Terms / Notes |
|---|---|---|
| Base Salary | $440,000 | Set upon CFO appointment, effective Aug 31, 2024 |
| Target Annual Bonus | 75% of base salary | Eligible under executive bonus plan; 2024 bonus prorated based on time served in each role |
Performance Compensation
2024 Annual Bonus Program Design and Outcomes
| Metric | Weighting | Target | Actual FY2024 | Metric Payout Factor | Notes |
|---|---|---|---|---|---|
| Operating Cash Flow | 40% | ($10M) | ($18,366k) | 0% | Thresholds: Max $0; Stretch ($5M); Target ($10M); Threshold ($15M) |
| GAAP Total Revenue | 20% | $462.5M | $532,410k | 200% | Revenue target mid-point of guidance; actual far exceeded max target $475M |
| Adjusted EBITDA | 20% | $7.5M | $69,265k | 200% | Target range -$5M to $20M; actual far exceeded max |
| FY24 Strategic Priorities | 20% | 3 of 4 goals | 3 of 4 met | 100% | Conversion gains, loyalty launch, diversified revenue growth; E&I/ICHRA growth not achieved |
| Aggregate payout factor | — | — | — | 100% baseline; 150% approved | Compensation Committee used positive discretion to 150% of target given over-performance in revenue/EBITDA and strategic decisions |
• Dolan participates in the executive bonus plan; his 2024 payout was subject to proration based on service in CAO and CFO roles .
• Performance metrics aligned with multi-year investor day targets and balanced liquidity and profitability goals .
2024 PSUs – Adjusted EBITDA Margin Performance (Applies to CFO grant)
| Award | Shares | Performance Window | Performance Metric | Threshold | Target | Max | Vesting |
|---|---|---|---|---|---|---|---|
| Performance RSUs (PSUs) | 26,250 | FY2024–FY2025 | Adjusted EBITDA margin (2-year) | 7% → 50% earned | 8% → 100% earned | 10% → 200% earned | Earned PSUs vest after additional 1-year service; scheduled Dec 31, 2026 |
2024 RSUs – Time-Based (Applies to CFO grant)
| Award | Shares | Vesting Schedule | Notes |
|---|---|---|---|
| Time-based RSUs | 48,750 | Annual vesting over 3 years from grant date | Subject to continued service; standard RSU terms |
Equity Ownership & Alignment
| Attribute | Details |
|---|---|
| Beneficial Ownership (shares) | Not specifically disclosed for Dolan in 2025 proxy ownership table; NEOs and directors listed exclude Dolan |
| Stock Ownership Guidelines | Executives (other than CEO) must hold eHealth stock equal to 3× base salary within 5 years; if not achieved, must retain 75% of net shares from vesting/exercise until compliant. Qualifying holdings include direct/family, trusts, vested deferred RSUs, certain unvested full-value awards, and in-the-money vested options . |
| Hedging/Pledging | Prohibited for all insiders under the Insider Trading Policy (no pledging, margin accounts, derivatives) . |
| Change-in-Control Treatment | For Dolan: upon termination “without cause” or resignation for “good reason” within one year post-CIC, 100% of then-current target bonus paid and 100% of outstanding unvested time-based equity accelerates (PSU treatment not specified in 8-K) . |
| Alignment Summary | Mix of PSUs tied to two-year adjusted EBITDA margin and multi-year RSUs supports pay-for-performance and retention; ownership policy and hedging/pledging prohibitions strengthen alignment . |
Employment Terms
| Term | Provision |
|---|---|
| Severance (non-CIC) | If terminated without cause or resigns for good reason: lump sum equal to 12 months base salary plus up to 12 months company-paid health, dental, vision benefits, subject to release . |
| Change-in-Control (double-trigger) | If terminated without cause or resigns for good reason within one year after CIC: additional lump sum equal to 100% of then-current target annual bonus and 100% vesting of outstanding unvested time-based equity awards (CIC definition per agreement) . |
| Indemnification | Standard D&O indemnification to fullest extent of Delaware law (fees, judgments, settlements) . |
| Clawback | Company seeks recovery of excess incentive-based compensation from current/former executive officers in the event of an accounting restatement . |
| Non-compete / Non-solicit | Not disclosed in filings reviewed . |
| Retention Incentives | 2024 retention program covered other executives (CRO, GC); Dolan not listed as recipient . |
Performance & Track Record
• Company performance in 2024: revenue $532.4M (+18% YoY), GAAP net income $10.1M (vs. ($28.2)M in 2023), adjusted EBITDA $69.3M; increased consumer demand captured and operational improvements drove profitability, with stock price noted at ~$10 in early 2025 .
• Executive leadership transition detailed; Dolan’s certifications affirm effective disclosure controls in Q3 2025 .
Compensation Governance Context
• Peer group refreshed for 2024 across insurance, healthcare tech, and tech comparables (revenue $200M–$1.5B; market cap $100M–$1.0B) .
• Say-on-Pay approval improved to ~82.5% in 2024 from ~76.4% in 2023; ongoing shareholder engagement noted .
• Best practices: stock ownership guidelines, hedging/pledging prohibition, clawback, no excise tax gross-ups, broad-based perquisite parity .
Investment Implications
- Pay-for-performance alignment: Dolan’s mix balances 3-year RSUs and 2-year PSUs tethered to adjusted EBITDA margin, reinforcing profitability execution through 2025 and retention through 2026 vest dates .
- CIC and severance terms: Double-trigger protection with target bonus and time-based equity acceleration mitigates transition risk while avoiding single-trigger windfalls; PSU outcomes remain performance-dependent, sustaining alignment in M&A scenarios .
- Ownership discipline: 3× salary stock guideline plus hedging/pledging ban reduces misalignment risk and near-term selling pressure, though Dolan’s current beneficial ownership levels are not disclosed; compliance expected within five years .
- Execution signal: 2024 revenue and EBITDA outperformance alongside bonus discretion to 150% indicates the board’s willingness to reward strategic over-performance, which may support retention and morale but warrants monitoring of cash metrics in 2025 given OCF shortfall in 2024 .