Clinton P. Jones
About Clinton P. Jones
Co-Founder of GoHealth and Co-Chairman of the Board; age 47. Served as CEO from 2001–2022; director since 2020. Holds B.S. degrees in Marketing and Management Information Systems from Miami University. Additional experience includes Holt Value (Credit Suisse division) as Intranet Market Manager (2000–2001). Independence status: not independent due to recent employment; serves as Co-Chairman.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GoHealth, Inc. | Chief Executive Officer | 2001–2022 | Led founding and scale-up of Medicare-focused distribution platform |
| GoHealth, Inc. | Co-Chairman, Director | 2020–present | Board leadership; member, Nominating & Corporate Governance Committee |
| Holt Value (Credit Suisse Group AG) | Intranet Market Manager | Jun 2000–Jan 2001 | Technology/analytics background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bridge Legal | Board Member | Current | Private legal software company oversight |
| Bridge Ventures | Board Member | Current | Venture capital governance |
| Rezilient Health | Board Member | Current | Private healthcare company oversight |
Board Governance
- Committee assignments: Nominating & Corporate Governance Committee member; Chair is Alan Wheatley. Not on Audit or Compensation Committees.
- Independence: not independent (former employee within last 3 years). Company is a “controlled company” (Centerbridge and NVX >50% voting power) and avails Nasdaq exemptions (Nominating & Corporate Governance and Compensation Committees not entirely independent).
- Lead Independent Director: Alexander Timm. Board holds executive sessions typically at least four times per year.
- Attendance/engagement: Board met 6 times in 2024; each director attended at least 75% of aggregate Board/committee meetings; all then-serving directors attended the 2024 Annual Meeting.
- Board structure: Classified board—Class III (Jones) term expires at the 2026 Annual Meeting.
- Stockholders Agreement: NVX (founders) and Centerbridge have director designation and certain veto rights; controls director elections jointly.
Fixed Compensation
| Component | Policy/Detail | 2024 Amount for C. P. Jones |
|---|---|---|
| Annual cash retainer (non-employee directors) | $150,000 cash retainer | $295,833 cash (founder-specific retainer $500,000 through May 31, 2024, then transitioned to standard director comp) |
| Equity (annual RSUs) | Chair Directors (Chair/Co-Chair/Committee Chair/Lead Director): $250,000 RSUs; Non-Chair Directors: $150,000 RSUs; quarterly vest over 4 quarters; change-in-control vesting acceleration | $0 stock awards reported for Jones in 2024; outstanding vested options noted separately |
| Meeting fees | Not disclosed (none indicated) | — |
| Deferred compensation | Directors may defer RSUs until 5-year anniversary/CoC/separation; same vesting/forfeiture applies | Not disclosed for Jones |
Performance Compensation
Directors do not receive performance-based cash bonuses; no disclosed director performance metrics or PSUs. Jones had 7,525 options outstanding (all vested) as of Dec 31, 2024.
Other Directorships & Interlocks
- Board includes Centerbridge-affiliated directors (Gelber, Modi), and NVX (founders) has designation rights; combined with controlled company status, this concentrates governance influence.
- Significant customer-shareholder interlock: Anthem Insurance Companies (Elevance) holds preferred stock and Elevance-owned health plans accounted for ~$140.1M (17.5%) of net revenues in 2024 (19.4% in 2023).
- Related-party leases: Company leases facilities from entities controlled by founders; $5.5M aggregate lease payments in 2024; ~$38.5M remaining expected payments. RED FLAG for potential conflicts.
Expertise & Qualifications
- Deep insurance distribution operator experience (founder, CEO for >20 years).
- Technology and analytics background (Credit Suisse Holt Value).
- Governance experience across tech and healthcare private companies (Bridge Legal, Rezilient Health).
Equity Ownership
| Holder | Class A Shares | Class B Shares | Combined Voting Power |
|---|---|---|---|
| Clinton P. Jones | 80,136 | 6,389,620 | 23.1% |
| Options | 7,525 vested options outstanding (founder legacy awards) | — | — |
Additional alignment/controls:
- Hedging policy: Company insider trading policy prohibits hedging/offset transactions (prepaid variable forwards, swaps, collars, exchange funds).
- Ownership guidelines: Not disclosed in proxy for directors. —
- Pledging: No pledging disclosure for Jones; policy prohibits hedging; pledging not referenced.
Governance Assessment
- Strengths: Founding operator insight; board leadership; Nominating & Corporate Governance committee participation; lead independent director structure and regular executive sessions enhance oversight.
- Risks/RED FLAGS:
- Not independent; Co-Chairman while controlled-company exemptions apply (committees not entirely independent).
- Stockholders Agreement centralizes nomination/control with NVX (founders) and Centerbridge; extensive consent rights (including CEO comp changes).
- Related-party leases to entities controlled by founders ($5.5M in 2024; ~$38.5M remaining). Potential conflict and rent-pricing risk.
- Customer-shareholder overlap: Elevance (Anthem) is significant revenue source and preferred stockholder—counterparty concentration and governance influence risk.
- Shareholder sentiment: 2025 Say-on-Pay “FOR” 17,026,293; “AGAINST” 992,227; “ABSTAIN” 26,801; broker non-votes 4,104,438—indicative approval (~94.5% of votes cast excluding non-votes).
- 2025 Board elections: Class II directors (Cruz, Wheatley, Modi) elected; Jones (Class III) not up in 2025.
Insider Trades (Jones)
| Date | Form | Summary |
|---|---|---|
| Nov 22, 2021 | Form 4 | NVX Holdings (led by founders; Jones is CEO) purchase of Class A shares; Jones also reported personal purchase activity in 2021 (e.g., 178,000 shares at $11.38 on 3/16/2021) |
| Feb 14, 2023 | Form 4 | Company-withheld shares to cover taxes upon vesting (administrative withholding) |
| Jun 23, 2023 | Form 4 | Filing updates; administrative reporting |
Board Governance Details (Committees)
| Committee | Members | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | David Fisher; Alexander Timm; Karoline Hilu | David Fisher | 6 |
| Compensation | Brandon Cruz; Jeremy Gelber; David Fisher | Brandon Cruz | 1 |
| Nominating & Corporate Governance | Alan Wheatley; Jeremy Gelber; Clinton P. Jones | Alan Wheatley | 1 |
Director Compensation – 2024 (Selected)
| Director | Cash Fees | Stock Awards (RSUs) | Notes |
|---|---|---|---|
| Clinton P. Jones | $295,833 | $0 | Founder-specific cash retainer ($500,000 annual until May 31, 2024), then standard director compensation; vested options outstanding |
Shareholder Votes – 2025 Annual Meeting
| Proposal | For | Against/Withheld | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Class II director election – Brandon M. Cruz | 17,218,021 | 827,300 | — | 4,104,438 |
| Class II director election – Alan Wheatley | 17,932,740 | 112,581 | — | 4,104,438 |
| Class II director election – Abhiraj R. Modi | 17,619,537 | 425,784 | — | 4,104,438 |
| Ratify Auditor (E&Y) | 21,544,738 | 557,922 | 47,099 | 0 |
| Say-on-Pay | 17,026,293 | 992,227 | 26,801 | 4,104,438 |
| 2020 Plan Amendment | 16,755,619 | 1,287,341 | 2,361 | 4,104,438 |
Related-Party Transactions (Conflict Indicators)
- Leases with founder-controlled entities: $5.5M paid in 2024; ~$38.5M remaining across locations; early termination and expiration schedule noted. RED FLAG.
- Anthem/Elevance: Preferred holder with voting cap; Elevance-owned health plans are major revenue counterparty (17.5% 2024; 19.4% 2023). Counterparty concentration and influence risk.
- Controlled-company exemptions invoked; significant stockholder designation/veto rights on core actions (CEO hire/comp changes, major transactions). Governance entrenchment risk.
Notes on Equity Plan Limits (Directors)
- Annual cap on non-employee director compensation: $500,000 (grant-date fair value plus cash); $750,000 in initial service year; exceptions allowed in extraordinary circumstances (director cannot participate in decision).
Executive Sessions and Oversight Topics
- Executive sessions typically ≥4 per year; oversight includes cybersecurity and AI development via periodic reports; Audit Committee oversees compliance and related-party transactions.
Bottom Line for Investors
- Jones brings founder-operator depth but is not independent, and governance is structurally controlled by NVX/Centerbridge with material related-party exposure (leases) and customer-shareholder overlap (Anthem/Elevance). Expect concentrated influence on nominations/compensation and limited committee independence; monitor RPT lease economics, customer concentration, and any shifts in “controlled company” status.