Todd Arden

About Todd Arden

Todd Arden has served as an independent director of eHealth, Inc. (EHTH) since September 17, 2025, appointed as H.I.G.’s board designee; he currently sits on the Compensation, Nominating & Corporate Governance, and Government & Regulatory Affairs Committees . He is a credit and special situations investor and former Senior Managing Director and Co‑Chief Credit Officer at Black Diamond Capital Management (2016–2020), with prior roles at CCMP Capital (Chief Investment Officer – Octagon Credit Opportunities) and Angelo, Gordon & Co.; he holds a BA in Economics from Northwestern, an MBA from Columbia, and is a CFA charterholder . His tenure on EHTH’s board began in September 2025; age not disclosed in company materials .

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation Committee (member), Nominating & Corporate Governance Committee (member), Government & Regulatory Affairs Committee (member) .
• Designation: Appointed as H.I.G.’s board designee following Aaron Tolson’s resignation; H.I.G. retains nomination rights under the Investment Agreement .
• Independence considerations: Company risk factors caution that interests of an H.I.G.-designated director may differ from other security holders .
• Attendance baseline: Board met nine times in 2024; all directors met ≥75% attendance except one Compensation Committee instance, but Arden joined in Sept 2025 (no 2024 attendance data for him) .

Fixed Compensation

Note: EHTH’s director program was amended in June 2024 to increase cash retainers and reduce annual equity grant size by $25,000; the table reflects current program levels .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Credit/distressed investing and capital markets: senior leadership at Black Diamond (Co‑Chief Credit Officer) and Angelo, Gordon; CIO role for Octagon Credit Opportunities at CCMP .
• Board experience: service on multiple public and private boards, including Quantum Corporation and prior service at Global Clean Energy Holdings .
• Education/credentials: BA (Northwestern), MBA (Columbia), CFA charterholder .

Equity Ownership

Insider Filings

Governance Assessment

• Positives

  • Deep credit, restructuring, and capital allocation expertise; relevant to oversight of capital structure, financing, and risk management .
  • Broad committee engagement (Compensation, Nominating & Corporate Governance, Government & Regulatory Affairs), suggesting active role in key oversight areas .
  • Formal director ownership guidelines and anti‑hedging/pledging policy support alignment with long‑term shareholders .
  • No Company‑related related‑party transactions requiring Item 404(a) disclosure were reported upon his appointment .

• Risk indicators and RED FLAGS

  • H.I.G. Influence and third‑party compensation: Arden was appointed as H.I.G.’s designee and receives monthly/ per‑diem compensation directly from H.I.G., in addition to Company retainers; Company risk factors warn an H.I.G.-designated director’s interests may diverge from common shareholders, and H.I.G. holds significant voting and preferential rights through Series A Preferred Stock (including redemption and consent rights) .
  • Covenant non‑compliance enhanced H.I.G. rights: EHTH’s prior failures to maintain the Minimum Asset Coverage Ratio (as of 9/30/2023) and Minimum Liquidity (as of 11/30/2024) entitle H.I.G. to additional rights (e.g., additional director nomination, approval rights over budget, key hires, and indebtedness) while it owns ≥30% of original preferred—implications for board autonomy and potential conflicts .
  • Capital structure overhang: Series A Preferred votes on an as‑converted basis and is convertible; potential dilution and governance influence risk .

Director Compensation Context (Program Benchmarks)

Say‑on‑Pay & Shareholder Feedback (Context)

• 2024 say‑on‑pay approval received approximately 82.5% of votes cast (up from ~76.4% in 2023), reflecting improved support for compensation governance .

Board Governance Details (Company Reference)

• Board met nine times in 2024; independent directors meet in regular executive sessions .
• Committee charters and oversight scope: Audit (financial/cyber/ERM), Compensation (exec/director pay, clawback), Nominating & Corporate Governance (board composition/ESG/conflicts), Government & Regulatory Affairs (regulatory/public policy) .

Notes on Independence, Attendance, and Engagement

• Independence status is not specifically stated for Arden; however, risk factors note that interests of an H.I.G.-designated director may differ from other shareholders, and he receives third‑party compensation from H.I.G. alongside Company director pay .
• Attendance: No Arden‑specific attendance disclosure yet; he joined September 2025; 2024 attendance baselines provided above .