Michelle M. Barbeau
eHealthAbout Michelle M. Barbeau
Michelle M. Barbeau, age 47, is eHealth’s Chief Revenue Officer (CRO) since January 2024, having served as Chief Marketing Officer from September 2022 to December 2023 . She holds a B.A. in International Business and Spanish (Gustavus Adolphus College) and an MBA in Marketing (University of Minnesota – Carlson) . Under her revenue leadership in 2024, eHealth delivered total revenue of $532.4 million (+18% YoY), GAAP net income of $10.1 million (vs. prior-year loss), and adjusted EBITDA of $69.3 million (vs. $14.1 million in 2023) . Management credited execution decisions that drove significant Medicare enrollment, improved conversion rates, and higher diversified revenue in 2024; the stock price rose to approximately $10 in early 2025, reflecting investor response to performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AbleTo Inc. | SVP, Head of Marketing | Jul 2020–Sep 2022 | Led marketing and communications with focus on personalized experiences driving loyalty and high ROI . |
| UnitedHealth Group (UnitedHealthcare Employee & Individual) | VP of Marketing | Jul 2016–Jul 2020 | Transformed team focused on employer and individual member engagement . |
| General Mills | Various P&L Management Roles | Jan 2007–Jun 2016 | Served in multiple P&L roles, building commercial execution experience . |
Fixed Compensation
| Metric | FY 2024 | Notes |
|---|---|---|
| Base Salary ($) | $430,000 | CRO appointment Jan 2024. |
| Target Bonus (% of Base) | 75% | Annual bonus program weightings described below. |
| Actual Bonus Paid ($) | $483,750 | Committee exercised positive discretion to 150% of target payout . |
Performance Compensation
| Bonus Metric | Weight | Target | Actual | Payout vs Metric | Program Notes |
|---|---|---|---|---|---|
| Operating Cash Flow | 40% | ($10M) | ($18.366M) | 0% | Added rigor; max goal at breakeven, above guidance . |
| Total Revenue | 20% | $462.5M | $532.410M | 200% | |
| Adjusted EBITDA | 20% | $7.5M | $69.265M | 200% | |
| FY24 Strategic Priorities (4 goals) | 20% | 3/4 goals met = 100% | 3/4 Met | 100% | Conversion improvement; loyalty program launch; diversified revenue growth; E&I/ICHRA lagged . |
| Total (formulaic) | — | — | — | 100% | Committee approved 150% payout recognizing exceptional revenue/EBITDA performance and strategic trade-offs . |
Performance-based PSU program (granted Apr 2024) – vesting contingent on Adjusted EBITDA margin over 2024–2025; earned units vest Dec 31, 2026:
| Adjusted EBITDA Margin (2024–2025) | Earned PSU % |
|---|---|
| 10% (Maximum) | 200% |
| 8% (Target) | 100% |
| 7% (Threshold) | 50% |
| <7% | 0% |
2024 Program Structure Highlights:
- Introduced Operating Cash Flow as a new bonus metric (40%), reduced EBITDA weighting to 20% from 60% in 2023; balanced with revenue (20%) and operational priorities (20%) .
- Long-term mix shifted toward PSUs; Barbeau’s 2024 annual grant was 100% PSUs, complemented by a January 2024 promotion RSU award and October 2024 retention RSUs .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 98,188 shares; less than 1% of common stock . |
| Vested vs Unvested (12/31/2024) | Unvested RSUs: 65,790 (10/12/2022), 10,547 (4/10/2023), 56,250 (1/2/2024 promotion), 31,300 (12/10/2024 retention) – total 163,887; Unearned PSUs: 70,000 (Apr 5, 2024 grant at target/maximum grid disclosed in table) . |
| Option Holdings | None disclosed for Barbeau . |
| Upcoming Vesting Pressure | Retention RSUs: 15,650 vest on Dec 10, 2025 and 15,650 on Dec 10, 2026 (50%/50% of 31,300) ; Promotion RSUs vest annually over 3 years . |
| Ownership Guidelines | Company maintains stock ownership guidelines for executive officers (details not quantified in proxy) . |
| Hedging/Pledging | Insider Trading Policy prohibits pledging, holding stock in margin accounts, short sales, and derivative hedging . |
| 2024 Stock/Option Vested | Barbeau: 66,188 shares vested; value realized $368,565 . |
Employment Terms
| Provision | Terms |
|---|---|
| Severance (Non‑CIC) | If terminated without cause or resigns for good reason: lump-sum equal to 12 months base salary + Company-paid COBRA up to 12 months . |
| Change‑in‑Control (Double Trigger) | If terminated without cause or resigns for good reason within 12 months post-CIC: additional lump-sum equal to 100% of target annual cash bonus + 100% vesting of outstanding unvested time-based equity awards . |
| Performance Awards in CIC | Proxy specifies time-based equity acceleration; performance award treatment not specified for Barbeau’s agreement . |
| Clawback Policy | Company maintains clawback of incentive-based compensation upon accounting restatement; executive compensation governance notes no excise tax gross-ups . |
| Retention Incentives (Oct 2024) | Cash: $250,000 paid 50% at 6 months and 50% at 18 months after CEO transition (if remaining in service or upon good reason/without cause termination); RSUs: 31,300, vest 50% at 1st anniversary (Dec 10, 2025) and 50% at 2nd anniversary (Dec 10, 2026), with good reason/without cause acceleration . |
Compensation Structure Analysis
- Increased at-risk equity and performance orientation: 2024 shifted CRO’s annual grant to 100% PSUs with a tougher two-year adjusted EBITDA margin framework; RSUs used for promotion and retention, vesting over multi-year horizons .
- Discretionary bonus uplift: Despite 0% payout on Operating Cash Flow, Compensation Committee applied positive discretion, raising overall bonus to 150% of target reflecting outperformance on revenue and EBITDA and strategic trade-offs—demonstrating flexible pay-for-performance calibration but also a governance watchpoint .
- Metrics evolution: Bonus design broadened to include Operating Cash Flow; long-term PSU metric transitioned from one-year to two-year margin measurement, aligning to Investor Day 2025 margin targets .
Say‑on‑Pay & Peer Benchmarking
| Topic | Detail |
|---|---|
| Say‑on‑Pay Outcomes | 2024 approval ~82.5% of votes cast; improved from ~76.4% in 2023 . |
| Compensation Peer Group (2024) | 18 companies spanning Insurance, Healthcare, and Technology (e.g., BRP/The Baldwin, GoHealth, SelectQuote; Alignment, Health Catalyst, MultiPlan/Claritev; EverQuote, MediaAlpha, Quotient) with revenue $200M–$1.5B and market cap $100M–$1.0B criteria; refreshed from 2023 due to M&A/eligibility changes . |
Investment Implications
- Alignment and retention: Multi-year RSU and PSU structures, prohibition on pledging/hedging, and executive stock ownership guidelines support alignment; retention incentives (cash + RSUs) mitigate transition risk through CEO succession .
- Near-term selling pressure: Scheduled vesting from promotion RSUs and retention RSUs (Dec 2025/2026) could create episodic supply; PSUs vest only if margin goals are met and service continues through Dec 31, 2026, tempering immediate pressure .
- Pay-for-performance signal: Discretionary bonus uplift to 150% despite OCF miss underscores Committee’s willingness to reward strategic decisions delivering superior revenue and EBITDA versus targets—a positive for execution confidence but a governance consideration for strict cash discipline .
- Execution track record: 2024 outcomes—revenue growth (+18% YoY), EBITDA inflection, conversion improvements, loyalty program launch, and diversified revenue growth—suggest strong operating momentum under CRO leadership; investor response included stock price appreciation to ~$10 in early 2025 .