Brendan Shanahan
About Brendan Shanahan
Brendan Shanahan is Chief Financial Officer of GoHealth (effective October 14, 2024), with 30+ years of financial leadership and 20+ years in Medicare Advantage. He holds an MBA (Hofstra), BS (The Citadel), and is a CPA (inactive) and CGMA; age 63 as of April 1, 2025 . Company performance context over 2022–2024 (spanning pre- and early-tenure) shows improving TSR off a low base and materially narrowed losses in 2024 (see table) .
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| Company TSR (Value of $100) | $18.38 | $23.47 | $23.55 |
| Net Income ($mm) | $(148.71) | $(63.26) | $(2.93) |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| UpStream Care Company | Chief Financial Officer | Mar 2022–Feb 2024 | Primary care services/technology CFO; financial strategy in value-based care |
| Cedar Gate Technologies | EVP & Chief Financial Officer | Jul 2015–Jun 2021 | Care performance management; operational finance, M&A support |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships or committee roles disclosed for Shanahan |
Fixed Compensation
| Element | Terms |
|---|---|
| Base salary | $500,000 per year |
| Target annual bonus | 80% of base salary (discretionary, goal-based) |
| Signing bonus | $50,000 (paid within 30 days of start) |
| Benefits/perquisites (2024 actual) | Housing and travel stipend $36,977; life insurance $43; no 401(k) match recorded for 2024 in proxy footnote |
| Annual equity eligibility | RSUs under inducement plan: 150,000 units, time-based vesting (see Equity section) |
2024 compensation actually paid/awarded (partial year): Salary $86,538; Signing bonus $50,000; Stock awards grant-date fair value $1,755,000; Non-equity incentive (annual bonus) $126,183; Perquisites and other $37,095; Total $2,054,816 .
Performance Compensation
Annual bonus design and FY2024 outcome:
- Metrics and weights: Cash from operations (25%), Adjusted EBITDA ex-LTV lookbacks (25%), Enrollments & transfers (20%), Captive core conversion (20%), Revenue expansion (10%) .
- FY2024 performance: Exceeded maximum for enrollments/transfers, conversion, and revenue expansion; exceeded target on Adjusted EBITDA; below threshold on cash from operations; payout determined at 145% of target for NEOs (prorated for Shanahan) .
| Metric | Weight | FY2024 Payout Driver | FY2024 Payout Result |
|---|---|---|---|
| Cash from operations | 25% | Below threshold | 0% component |
| Adjusted EBITDA (ex-LTV lookbacks) | 25% | Above target | >100% component |
| Enrollments & transfers | 20% | Above maximum | 200% component |
| Captive core conversion | 20% | Above maximum | 200% component |
| Revenue expansion | 10% | Above maximum | 200% component |
| Total payout vs target | — | Weighted sum | 145% of target |
Equity awards (time-based):
| Grant | Type | Units | Grant date fair value | Vesting |
|---|---|---|---|---|
| CFO inducement equity | RSUs | 150,000 | $1,755,000 | 1/3 annually; proxy notes first tranche vests Nov 1, 2025; then annually over 3 years (grant effective Oct 14, 2024) |
Notes:
- Equity vesting requires continued service; after six months’ employment, if terminated without cause/for good reason, unvested equity scheduled within 12 months post-termination accelerates; later tranches forfeit .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (as of Apr 21, 2025) | Not listed with any Class A, Class B, or Series A holdings in security ownership table (no reported beneficial ownership) . |
| Outstanding equity at 12/31/2024 | 150,000 unvested RSUs (market value $2,008,500 at $13.39) . |
| Vested vs unvested | Vested: 0 RSUs; Unvested: 150,000 RSUs at 12/31/2024 . |
| Options | None disclosed for Shanahan . |
| Stock ownership guidelines | Not disclosed in 2025 proxy for executives . |
| Hedging/pledging | Insider Trading Policy prohibits hedging transactions (e.g., collars, swaps, forwards); no explicit pledging disclosure found . |
| Clawback | Dodd-Frank compliant clawback policy applicable to executives . |
Implication for selling pressure: Absent changes, ~50,000 RSUs are scheduled to vest annually over three years (first noted vest date Nov 1, 2025), which can add periodic supply if shares are sold to cover taxes or monetize awards .
Employment Terms
| Provision | Terms |
|---|---|
| Term | Initial 3-year term from Oct 14, 2024; auto-renews for successive 1-year terms unless notice given . |
| Base/bonus eligibility | $500,000 base; 80% target bonus; prorated 2024 bonus eligible; signing bonus $50,000 . |
| Severance (without Cause / for Good Reason) | 1x base salary continuation over 12 months; prior-year unpaid bonus (if any) plus pro-rated current-year bonus at target; up to 12 months COBRA reimbursements; equity scheduled within 12 months post-termination vests if employed >6 months; remainder forfeited; release required . |
| Change-in-control (CoC) termination (within 12 months) | 2x base salary continuation over 24 months; prior-year bonus plus 200% of pro-rated current-year bonus; up to 24 months COBRA reimbursements . |
| Restrictive covenants | Confidentiality; IP assignment; non-compete and non-solicit generally 1 year post-employment; 2 years post-employment in CoC-related termination per restrictive covenants agreement . |
| Governing law/venue | Delaware law; Delaware courts for employment agreement; restrictive covenants also under Delaware law . |
| Indemnification | Standard officer indemnification . |
Related party transactions: None for Shanahan under Item 404(a) at appointment .
Governance, Compensation Committee, and Say-on-Pay
- Compensation Committee: Brandon M. Cruz (Chair), Jeremy W. Gelber, David Fisher; independent consultant Pearl Meyer retained by committee .
- 2025 Say-on-Pay: Approved (For 17,026,293; Against 992,227; Abstain 26,801; Broker non-votes 4,104,438) .
- 2025 Plan amendment (additional 225,000 shares) approved; no incremental award disclosed for Shanahan tied to amendment .
Investment Implications
- Pay-for-performance linkage is meaningful: 2024 NEO bonus paid at 145% of target on balanced operational metrics, including Adjusted EBITDA and conversion KPIs—signals operational discipline and alignment with profitability and growth levers; Shanahan’s 2024 payout was prorated due to late-year start .
- Retention risk appears contained: 3-year contract with auto-renewal, double-trigger CoC protection with 2x salary and enhanced bonus, and 12-month vesting acceleration on separation after six months provide stability during strategic initiatives/M&A cycles .
- Alignment and trading signals: Time-based RSUs (150k) vest in annual tranches beginning Nov 1, 2025, creating predictable windows for potential insider sales (tax or liquidity), absent 10b5-1 arrangements; hedging is prohibited; no pledging disclosure found .
- Governance backdrop: Strong shareholder support for executive pay (2025 say-on-pay approved) and use of a recognized compensation consultant support program credibility; continued monitoring of performance metrics and equity mix is warranted as GoHealth scales .
Appendix: Detailed Data Tables
Executive compensation (2024 actuals per proxy)
| Metric | 2024 |
|---|---|
| Salary | $86,538 |
| Signing bonus | $50,000 |
| Stock awards (grant-date fair value) | $1,755,000 |
| Non-equity incentive plan comp (annual bonus) | $126,183 |
| All other compensation (incl. housing/travel stipend) | $37,095 |
| Total | $2,054,816 |
Outstanding equity at 12/31/2024
| Award | Units | Market value |
|---|---|---|
| Unvested RSUs | 150,000 | $2,008,500 (at $13.39) |
Beneficial ownership as of Apr 21, 2025
| Security | Holdings |
|---|---|
| Series A Preferred | — |
| Class A Common | — |
| Class B Common | — |
Background and credentials
- Appointment/effective date: Oct 14, 2024; principal financial and accounting officer .
- Age: 63 (as of April 1, 2025); Education: MBA (Hofstra), BS (The Citadel); CPA (inactive), CGMA .
- Prior CFO roles: UpStream Care (2022–2024); Cedar Gate Technologies (2015–2021) .
- Press release highlights expertise in M&A, FP&A, capital structure, and Medicare Advantage brokerage dynamics .