Alan J. Carr
About Alan J. Carr
Independent director appointed to GoHealth’s Board on August 7, 2025 (Class II; term through the 2028 annual meeting, with an expectation to serve no longer than four years from the closing date tied to the financing) . Carr is a restructuring specialist and Managing Member/CEO of Drivetrain LLC (founded 2013), with prior roles as Managing Director at Strategic Value Partners and corporate restructuring attorney at Skadden Arps; he holds a J.D. from Tulane Law School and a B.A. in Economics from Brandeis University . Core credentials include leading complex in- and out-of-court restructurings and serving on boards/special committees for distressed and reorganized companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Drivetrain LLC | Managing Member/Chief Executive Officer | 2013–present | Independent fiduciary; led complex restructurings; board/special committee service |
| Strategic Value Partners | Managing Director (US/Europe) | 2003–2013 | Led distressed investing across sectors |
| Skadden, Arps, Slate, Meagher & Flom | Corporate Restructuring Attorney | 1997–2003 | Restructuring advisory |
| Ravin, Sarasohn, Baumgarten, Fisch & Rosen | Corporate Restructuring Attorney | 1995–1997 | Restructuring advisory |
External Roles
| Company | Role | Tenure | Notes/Committees |
|---|---|---|---|
| NewLake Capital Partners (NYSE: NLCP) | Independent Director | 2019–present | Current board service; cannabis-focused net-lease REIT |
| Sears Holdings | Director | c. 2018– | Appointed as restructuring expert; oversight during liquidity stress |
| Unit Corporation | Director | Current (per issuer bio) | Energy; post-restructuring governance |
| Old Copper Company (f/k/a J.C. Penney) | Director | Current (per issuer bio) | Reorganized retailer board service |
| LightSquared | Independent Director; Special Committee | Prior assignment | Oversaw Ch.11 restructuring |
| Midstates Petroleum | Director | Prior | NYSE E&P company board |
| Tanker Investments Ltd. | Director | Prior | Oslo-listed shipping |
Board Governance
- Committee assignments at GoHealth:
- Transformation Committee (newly created; exclusive authority to review, formulate, negotiate, and recommend strategic alternatives including refinancings, securitizations, M&A, restructurings) .
- Audit Committee member .
- Board/creditor terms stipulate the Transformation Committee’s composition and authority, with lender consent rights to changes; three creditor-designated “Appointed Directors” (including Carr) expected to resign by the fourth anniversary unless otherwise determined .
- Class/tenure: Class II director; term to 2028 annual meeting .
- Independence status at GoHealth: Not stated in the August 7, 2025 8-K; Board historically operates as a “controlled company” under Nasdaq (exemptions for fully independent Nominating/Compensation committees) .
- Attendance: 2024 Board met 6 times; all then-serving directors met ≥75% attendance. Carr joined in August 2025, so 2024 attendance not applicable .
- Executive sessions: Independent directors typically hold executive sessions at least four times annually; a lead independent director framework exists when the chair(s) are not independent .
Fixed Compensation
| Component | Amount | Vesting/Terms | Source |
|---|---|---|---|
| Annual cash retainer (non-employee directors) | $150,000 | Paid in cash | |
| Annual RSU – Non-Chair Director | $150,000 | Vests in 4 equal quarterly installments; accelerates on Change in Control; deferral election available | |
| Annual RSU – Chair/Co-Chair/Lead/Committee Chair | $250,000 | Same vesting/acceleration as above | |
| Notes specific to Carr | TBD | August 7, 2025 8-K states Board would approve compensation after closing; no specific grant disclosed for Carr | |
| Special-case example (context) | $25,000 per month | For a different director (Mark Weinsten) appointed Aug 19, 2025, showing ad hoc compensation can be used |
- Directors may defer RSUs under the director deferred compensation plan; deferred RSUs share vesting/forfeiture terms .
- Equity awards are subject to the company’s clawback policy if applicable to awards; plan states awards are subject to any adopted clawback policy .
Performance Compensation
- No performance-based metrics disclosed for directors; director equity is time-based RSUs with quarterly vesting and change-in-control acceleration .
Other Directorships & Interlocks
| Entity | Type vs. GoHealth | Potential Interlock/Conflict | Evidence |
|---|---|---|---|
| Centerbridge designees; lender governance rights | Major shareholders; creditors | Lenders required Carr’s appointment and established Transformation Committee; lenders have board observer rights, consent rights over committee changes; could influence strategy and governance | |
| NewLake Capital Partners | Unrelated REIT | No disclosed GoHealth commercial overlap; no related-party transactions disclosed for Carr at appointment |
- The August 7, 2025 8-K states there are no related-party transactions involving the new directors requiring disclosure under Item 404(a) .
Expertise & Qualifications
- Distressed investing/restructuring expert (principal, advisor, and board roles) with 20+ years’ experience .
- Governance in transitional contexts (special committees, post-reorg boards) .
- Legal training (J.D., Tulane; admitted in NY/NJ; prior restructuring attorney at Skadden) .
Equity Ownership
| Item | Status | Notes |
|---|---|---|
| Beneficial ownership at GoHealth | Not disclosed in 2025 proxy (record date April 21, 2025); Carr appointed after record date | |
| Initial Form 3/4 filings | Not located in reviewed company documents; not disclosed in cited 8-Ks |
Governance Assessment
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Strengths
- Deep restructuring and special situations expertise added to Audit and newly formed Transformation Committee—well-aligned with GoHealth’s August 2025 superpriority financing and strategic alternatives review .
- No related-party transactions disclosed at appointment; entry via standard indemnification agreement .
-
Risks / RED FLAGS
- Creditor influence: Carr’s appointment (with two others) was a condition of the superpriority term loan; lenders mandated creation, membership, authority, and persistence of the Transformation Committee, and hold board observer rights and consent rights regarding committee authority and composition—constraining board autonomy and potentially investor-alignment if creditor/shareholder interests diverge .
- Controlled company status persists, allowing exemptions from fully independent Nominating/Compensation committees; this can weaken minority shareholder protections absent strong independent oversight .
- Director compensation specifics for Carr not disclosed at appointment (as of the Aug 7, 2025 8-K); ad hoc fees (e.g., $25k/month for another appointee) show potential for non-standard arrangements during restructuring phases .
-
Engagement/Attendance
- 2024 attendance strong for then-serving directors (≥75%); Carr appointed in 2025 and will be evaluated in future disclosures .
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Alignment
- Director RSUs vest quarterly and accelerate on change in control; no director performance metrics. Equity awards are subject to any adopted clawback policy .
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Overall implication for investors
- Carr’s presence signals a board focus on liquidity, capital structure solutions, and potential strategic transactions; combined with lender-directed governance changes, this increases the probability of restructurings or transformative deals in the near-to-medium term. Investors should monitor the Transformation Committee’s actions, any modifications to lender consent rights, and Carr’s equity ownership filings to assess alignment and potential outcomes .