Prama Bhatt
eHealthAbout Prama Bhatt
Prama Bhatt, 55, is an independent Class II director at eHealth (EHTH) since September 2024, with her current term expiring at the 2026 annual meeting . She serves on the Audit Committee and the Government and Regulatory Affairs Committee, bringing deep digital commerce and consumer marketing expertise; her education includes B.S. and M.S. in electrical engineering and an MBA (Oakland University, Wayne State University, University of Michigan) . The Board has determined she is independent under Nasdaq standards; eight of nine directors are expected to be independent post‑2025 meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ulta Beauty, Inc. | Chief Digital Officer | Dec 2019 – Mar 2024 | Led digital/ecommerce transformation |
| Ulta Beauty, Inc. | SVP, Digital & Ecommerce | Apr 2017 – Dec 2019 | Scaled omnichannel capabilities |
| Ulta Beauty, Inc. | VP, Digital & Ecommerce | 2014 – 2017 | Drove online growth |
| Kenneth Cole Productions, Inc. | VP, Ecommerce | 2011 – 2014 | Modernized ecommerce operations |
| Toys “R” Us, Inc. | VP & GM, Ecommerce US (culminating role) | 2008 – 2011 (company tenure 2002–2011) | Led U.S. ecommerce P&L |
| Booz Allen Hamilton, Inc. | Management Consultant | Prior experience | Strategy consulting |
| Ford Motor Company | Product strategy, design & development roles | Prior experience | Engineering/strategy exposure |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| JD Sports Fashion Plc | Non‑Executive Director | Since Sep 2024 | Nominations, ESG |
| Hormel Foods Corporation | Director | Nov 2019 – Jan 2025 | Audit (Nov 2019–Feb 2023), Compensation (Mar 2023–Jan 2025) |
| UCLA Data Theory Major | Board of Advisors | Current | — |
| Retail AI Council | Executive Leadership Committee | Current | — |
| Shoptalk | Emeritus Advisory Board | Current | — |
Board Governance
- Committee assignments: Audit Committee member (Audit Committee chaired by Beth Brooke; members include Bhatt, Brooke, Hass, Russell; 10 meetings in 2024) ; Government & Regulatory Affairs (GRA) Committee member (chaired by A. John Hass; 4 meetings in 2024) .
- Independence: Board determined all current directors except the CEO are independent under Nasdaq standards; Bhatt is independent .
- Attendance and engagement: The Board held nine meetings in 2024; all directors serving during 2024 attended at least 75% of Board and committee meetings (Mr. Wolf noted one exception specific to Compensation Committee post‑appointment) .
- Lead independent/Board chair: Board chair is independent director Beth A. Brooke (appointed June 2024); the Board routinely meets in executive session .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned in Cash (Total 2024) | 23,984 | Aggregate cash fees in 2024 |
| Board Member Retainer (earned in 2024 partial service) | 20,234 | Prorated based on September start |
| Audit Committee Member Fee | 2,500 | Non‑chair retainer rate $10,000/year; prorated |
| GRA Committee Member Fee | 1,250 | Non‑chair retainer rate $5,000/year; prorated |
Program context:
- Standard cash retainers: Board member $75,000; Committee chair retainers: Audit $25,000, Compensation $15,000, Nominating & Governance $10,000, GRA $10,000; non‑chair committee member retainers: Audit $10,000, Compensation $7,500, Nominating & Governance $5,000, GRA $5,000 .
Performance Compensation
| Equity Award | Grant Date | Shares | Grant Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| Initial RSU | 9/24/2024 | 44,864 | 179,007 (reported 2024 stock awards) | Annual over 3 years | Initial director grants are targeted at $175,000 program value; vest annually over 3 years |
| Annual Director RSU | N/A (no annual grant in year of initial grant) | — | — | — | Program annual RSUs: $175,000 value; vests quarterly, with full catch‑up before next AGM |
| Change‑in‑Control Provision | — | — | — | Full vesting immediately prior to closing | Applies to non‑employee directors |
Other Directorships & Interlocks
- Public directorships: JD Sports Fashion Plc (Nominations, ESG committees) ; prior Hormel Foods (Audit, then Compensation) .
- Related‑party transactions: No related‑party transactions involving directors, nominees, executive officers or ≥5% holders in 2023–2024 (other than standard compensation) .
- Investor influence context: H.I.G. (via Series A preferred) holds board nomination rights; nominated Aaron C. Tolson; additional governance rights triggered by certain financial covenants non‑compliance in 2023–2024 (not specific to Bhatt) .
Expertise & Qualifications
- Digital commerce/technology innovation; sales and marketing; strategic planning; corporate governance; risk/compliance—skills matrix indicates Bhatt contributes meaningfully on technology/digital, sales/marketing, strategy, governance, and risk .
- Formal education: B.S. Electrical Engineering (Oakland University), M.S. Electrical Engineering (Wayne State University), MBA (University of Michigan) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial Ownership (Common) | — (less than 1%) | As of April 21, 2025 record date; RSUs vesting within 60 days are included if applicable; Bhatt’s RSUs vest annually and did not count |
| Unvested RSUs Outstanding | 44,864 | Initial grant; vests over three years |
| Ownership Guidelines | 5x annual Board retainer ($375,000) | Qualifying holdings include unvested RSUs and vested in‑the‑money options per guideline definitions |
| Time to Compliance | By June 30 following 4th anniversary of joining Board (June 30, 2028) | Directors not yet at guideline must retain 75% of net shares until met |
| Hedging/Pledging | Prohibited by Insider Trading Policy | Applies to directors and employees |
Governance Assessment
- Independence and role: Bhatt is an independent director serving on Audit and GRA committees—positions aligned with oversight of financial reporting, enterprise risk and regulatory issues .
- Attendance: Board met nine times in 2024; directors met ≥75% attendance thresholds, indicating engagement; Audit met 10 times and GRA met 4 times .
- Compensation alignment: 2024 director pay was $202,991 total (cash $23,984; stock $179,007) with equity vesting over time and full acceleration only upon change‑in‑control—consistent with standard market practice; no meeting fees or perquisites beyond reimbursed travel .
- Ownership alignment: As a new director, Bhatt had no reportable common shares as of the record date but holds significant unvested RSUs (44,864) and is subject to stock ownership guidelines requiring $375,000 in value by June 30, 2028—mitigating near‑term alignment concerns .
- Conflicts/related‑party exposure: No related‑party transactions involving Bhatt disclosed for 2023–2024; external roles (JD Sports, prior Hormel) present no apparent commercial conflicts with EHTH’s health insurance marketplace .
- Board governance context: Say‑on‑Pay support improved to ~82.5% in 2024, reflecting shareholder confidence in compensation governance; H.I.G. rights highlight shareholder influence elsewhere on the Board but do not implicate Bhatt .
RED FLAGS: None disclosed specific to Bhatt (no related‑party transactions; hedging/pledging prohibited). Early tenure with limited direct ownership is typical; monitoring progress toward ownership guidelines is advisable .