Brandon M. Cruz
About Brandon M. Cruz
Co-founder of GoHealth and Co-Chairman of the Board; age 47. Served as President from 2001–2020 and as Chief Strategy Officer/Special Advisor during 2020–2022; director since 2020 and board of managers member since 2019 . Bachelor of Science in Management Information Systems from Miami University; member of the Miami University Business Advisory Council . Independence: not independent (former employee within last three years) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GoHealth, Inc. | Co-Chairman of the Board | 2020–present | Board leadership; non-independent |
| GoHealth, Inc. | Chief Strategy Officer / Special Advisor | 2020–2022 | Strategy oversight |
| GoHealth, Inc. | President | 2001–2020 | Founding and growth leadership |
| GoHealth Holdings, LLC | Board of Managers member | 2019–present | Predecessor governance |
External Roles
| Organization | Type | Role | Tenure / Notes |
|---|---|---|---|
| HealthJoy, LLC | Private health tech | Director | Ongoing |
| EV3 Global LLC | Private technology | Director | Ongoing |
Board Governance
- Board size: 9 directors; classified board structure with three staggered classes (Cruz is Class II, nominee for term expiring 2028) .
- Leadership: Co-Chairmen (Cruz and Clinton P. Jones) are not independent; independent directors elected Alexander Timm as Lead Independent Director .
- Controlled company: GoHealth is a Nasdaq “controlled company”; avails exemptions allowing non-fully independent Nominating and Compensation Committees .
- Committee assignments: Compensation Committee members are Brandon Cruz (Chair), Jeremy Gelber, and David Fisher; one meeting held in 2024 .
- Attendance: 6 Board meetings in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Board typically holds executive sessions at least four times per year .
Fixed Compensation
- Director policy: Annual cash retainer $150,000 for each non-employee director; annual RSU awards—$150,000 for Non-Chair Directors and $250,000 for Chair Directors (including Board/committee chair or lead director); RSUs vest in four equal quarterly installments; full acceleration upon change in control; pro-rata grants for off-cycle appointments; directors may defer RSUs under a deferred compensation plan .
- Separation agreement legacy: Cruz had a Separation Agreement dated June 3, 2022 providing a $500,000 annual cash retainer through May 31, 2024; thereafter, director compensation follows the standard policy; 2024 compensation reflects service as director .
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | 295,833 | — | 295,833 | No RSUs granted to Cruz in 2024; amount reflects director service and policy transition after May 31, 2024 |
Performance Compensation
- RSU vesting terms for directors: four quarterly installments; full acceleration upon change in control; pro-rata for off-cycle start .
- Performance metrics: None disclosed for director equity awards (time-based vesting only) .
| Performance Element | Metric / Term | Detail |
|---|---|---|
| RSU award (Chair Director policy) | Grant value | $250,000 grant value; time-vested quarterly |
| RSU vesting | Schedule | Four equal quarterly installments post-grant |
| Change-of-control | Acceleration | Full vesting upon change in control |
| Metrics tied to equity | N/A | No performance metrics disclosed for director RSUs |
Other Directorships & Interlocks
| Entity | Role | Public/Private | Interlock/Notes |
|---|---|---|---|
| NVX Holdings, Inc. | Principal of founder-affiliated holder | Private | NVX designated certain directors (including Cruz) under Stockholders Agreement; NVX holds significant Class B/LLC Interests . |
| Stockholders Agreement | Designation rights | — | Centerbridge designates Gelber, Modi, Timm, Wheatley; NVX designates Cruz, Jones, Fisher, Hilu—control over director slate . |
Expertise & Qualifications
- Insurance distribution and Medicare market experience via founding and leadership at GoHealth; strategic/operational leadership as President and CSO .
- Technology and MIS academic background; business advisory engagement at Miami University .
Equity Ownership
- Security ownership and voting power (as of April 21, 2025); includes Class A and Class B holdings plus options; combined voting power reflects one-share-per-vote across classes and preferred as-converted voting .
| Security | Amount | % of Class | Combined Voting Power % | Notes |
|---|---|---|---|---|
| Class A Common Stock (direct) | 80,136 | <1% | — | Includes 6,925 shares noted in footnote aggregation |
| Class B Common Stock (LLC Interests-associated) | 6,389,620 | 50.6% | 23.1% | Includes 208,167 LLC Interests via Blizzard Management Feeder for Cruz’s benefit |
| Stock Options (all vested) | 7,525 | — | — | Founder legacy options; all vested |
| Affiliated holdings via NVX Holdings & BCCJ, LLC | See NVX totals | NVX: 6,178,532 LLC Interests; 53,820 Class A | — | Cruz shares voting/investment control at NVX/BCCJ with Jones |
| Hedging/Pledging | — | — | — | Company policy prohibits hedging transactions; no pledging disclosures identified |
Governance Assessment
- Independence and committee leadership: Cruz is not independent yet chairs the Compensation Committee; under Nasdaq “controlled company” exemptions, the Compensation Committee need not be fully independent—this structure may weaken pay oversight rigor .
- Controlled board slate: Stockholders Agreement gives Centerbridge and NVX designation rights over most directors, concentrating influence over governance and director selection .
- Attendance/engagement: Board met 6 times in 2024; each director met at least the 75% attendance threshold; however, Compensation Committee met only once in 2024, which may indicate limited frequency of compensation oversight meetings .
- Compensation alignment: Cruz received only cash fees in 2024 (no RSUs), reducing incremental annual alignment from director equity grants; however, he holds substantial founder equity and voting power via Class B/LLC Interests and NVX affiliations, providing significant skin-in-the-game .
- Change-of-control terms: Director RSUs fully accelerate on change in control—standard but reduces retention-based conditioning at the board level .
- Potential conflicts: Founder status, NVX/BCCJ control, and non-independence while chairing Compensation Committee present inherent conflict risks and potential influence over executive/director pay structures .
- Lead independent oversight: The Board appointed a Lead Independent Director (Alexander Timm), and holds executive sessions at least four times per year—mitigating factor for non-independent board leadership .
Committee Snapshot (Cruz)
| Committee | Members | Chair | 2024 Meetings |
|---|---|---|---|
| Compensation Committee | Brandon Cruz; Jeremy Gelber; David Fisher | Brandon Cruz | 1 |
Director Compensation Policy Summary
| Component | Non-Chair Director | Chair / Co-Chair / Lead Director | Vesting | CIC Treatment | Deferral |
|---|---|---|---|---|---|
| Annual Cash Retainer | $150,000 | $150,000 | — | — | — |
| Annual RSU Grant | $150,000 | $250,000 | 4 equal quarterly installments | Full acceleration | Director deferred comp plan allows RSU deferral to earliest of 5-year anniversary, CIC, or separation |
Attendance and Engagement
| Year | Board Meetings Held | Attendance Requirement Met | Annual Meeting Attendance | Executive Sessions Frequency |
|---|---|---|---|---|
| 2024 | 6 | Each director ≥75% of Board+committee meetings | All then-serving directors attended | Typically at least 4/year |
RED FLAGS
- Non-independent director chairs Compensation Committee; controlled company exemptions reduce independence of key oversight committees .
- Concentrated voting power and director designation rights under Stockholders Agreement (Centerbridge/NVX) may limit minority shareholder influence over board composition and governance .
- Compensation Committee met only once in 2024—may signal low cadence of pay oversight relative to evolving compensation and performance frameworks .
- Full acceleration of director RSUs upon change in control could dilute pay-for-performance retention effects at the board level .