David Fisher
About David Fisher
David Fisher (age 56) has served as an independent director of GoHealth, Inc. since 2022 and chairs the Audit Committee. He is CEO and President (since 2013) and Chairman (since 2014) of Enova International (NYSE: ENVA), with prior roles as CEO of optionsXpress (led sale to Charles Schwab), and CFO positions at Potbelly Sandwich Works and Prism Financial; he holds a BS in finance (University of Illinois) and a JD, magna cum laude (Northwestern Law) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| optionsXpress Holdings | Chief Executive Officer and Director | Not disclosed | Led company’s sale to Charles Schwab |
| Potbelly Sandwich Works | Chief Financial Officer | Not disclosed | Finance leadership |
| Prism Financial Corporation | Chief Financial Officer | Not disclosed | Finance leadership |
External Roles
| Organization | Role | Tenure | Status/Notes |
|---|---|---|---|
| Enova International (NYSE: ENVA) | CEO & President (since Jan 2013); Chairman (since Nov 2014) | 2013–present | Fintech leadership; technology & analytics focus |
| FRISS (private) | Director | Since 2019 | Fraud/risk solutions for P&C insurers |
| Fathom Digital Manufacturing (NYSE: FATH) | Director | 2021–2024 | Advanced manufacturing services |
| GrubHub Inc. | Director | 2012–2021 | Online food ordering |
| Just Eat Takeaway.com | Director | 2021–2022 | Online food delivery |
| Innerworkings, Inc. | Director | 2012–2019 | Global print management |
Board Governance
- Committee assignments: Audit (Chair); Compensation (Member); not on Nominating & Corporate Governance .
- Independence: The Board affirmed Fisher is “independent” under Nasdaq rules; he qualifies as an Audit Committee “financial expert.” GOCO is a “controlled company” and uses exemptions (Compensation and Nominating committees not entirely independent) .
- Audit Committee duties encompass auditor oversight, related-party transaction review, risk policies, and whistleblower procedures .
- Audit Committee Report: Fisher signed the Audit Committee report recommending inclusion of audited FY2024 financials in the 10-K .
Committee membership snapshot:
| Name | Audit | Compensation | Nominating & Corporate Governance |
|---|---|---|---|
| David Fisher | Chairperson | Member | — |
Meeting cadence:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Audit Committee meetings | 7 | 6 | 6 |
| Compensation Committee meetings | 3 | — | 1 |
| Nominating & Corporate Governance meetings | 0 formal | — | 1 |
Fixed Compensation
Director compensation (David Fisher):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Fees earned or paid in cash ($) | $53,077 | $275,000 (incl. special committee fees) | $150,000 |
| Stock Awards ($) | $248,766 | $249,997 | $249,992 |
| Total ($) | $301,843 | $524,997 | $399,992 |
RSU vesting and outstanding:
- Annual RSU grant dates and vesting:
- May 24, 2022: vests in four equal quarterly installments .
- May 23, 2023: vests in four equal quarterly installments; first installment Aug 23, 2023 .
- June 12, 2024: vests in four equal quarterly installments; first installment Sep 12, 2024 .
- RSUs unvested as of each year-end: | As of | Unvested RSUs (Fisher) | |---|---| | Dec 31, 2022 | 12,255 | | Dec 31, 2023 | 6,569 | | Dec 31, 2024 | 12,171 |
Additional structural features:
- Change-in-control: Director RSUs accelerate and vest in full upon a change in control per policy .
- Deferred compensation: Directors may elect to defer RSUs until the earliest of five-year anniversary, change in control, or separation from service .
Special Committee fees (signal of engagement and potential perception risk):
- In 2023, Fisher chaired a Special Committee reviewing a take-private proposal; he received $125,000 for extraordinary service (Timm and Flanagan received $100,000 each) .
Performance Compensation
| Item | Details |
|---|---|
| Performance metrics tied to director compensation | None disclosed; director equity is time-based RSUs only (no performance conditions) |
Other Directorships & Interlocks
| Company | Role | Period | Potential interlocks with GOCO |
|---|---|---|---|
| Enova International (NYSE: ENVA) | CEO/President; Chairman | 2013–present | No GOCO-related transactions disclosed in the excerpts reviewed; Audit Committee reviews related-person transactions . |
| FRISS | Director | Since 2019 | Not disclosed |
| Fathom Digital Manufacturing (NYSE: FATH) | Director | 2021–2024 | Not disclosed |
| GrubHub Inc. | Director | 2012–2021 | Not disclosed |
| Just Eat Takeaway.com | Director | 2021–2022 | Not disclosed |
| Innerworkings, Inc. | Director | 2012–2019 | Not disclosed |
Expertise & Qualifications
- Recognized audit committee financial expert; deep financial literacy and CFO background .
- Track record leading technology- and analytics-driven businesses; CEO experience across fintech and online services; executed strategic M&A (optionsXpress sale to Charles Schwab) .
- Academic credentials: BS in finance (high honors), JD magna cum laude .
Equity Ownership
Beneficial ownership (as of April 21, 2025):
| Security | Amount | Percentage | Notes |
|---|---|---|---|
| Class A Common Stock | 96,223 | * | Table uses “*” for percentage field in the proxy; LLC Interests and Class B excluded per methodology |
| Class B Common Stock | — | — | — |
- Unvested RSUs outstanding: 12,171 as of Dec 31, 2024; 6,569 as of Dec 31, 2023; 12,255 as of Dec 31, 2022 .
- Options: None disclosed for Fisher (founders Cruz and Jones hold legacy options) .
- Hedging/Pledging: GOCO’s Insider Trading Compliance Policy prohibits hedging; pledging status for Fisher not disclosed in the excerpts .
Governance Assessment
-
Strengths:
- Independent director and Audit Committee Chair with “financial expert” designation; robust audit oversight including auditor independence, risk policies, and related-person transaction reviews .
- Active committee cadence: Audit met six times in 2024; Compensation and Nominating met during 2024; historic audit frequency consistent (6–7 meetings annually) .
- Engagement in major governance processes: chaired 2023 Special Committee on significant shareholder proposal, with Board-approved compensation for service .
-
Risks and RED FLAGS:
- Controlled company exemptions: Compensation and Nominating committees are not fully independent, potentially weakening minority shareholder protections; Fisher serves alongside a non-independent founder (Cruz) on Compensation .
- Section 16 compliance exception: late Form 4 filing on July 18, 2024 to report June 12, 2024 RSU grant (administrative compliance risk; minor) .
- Equity ownership alignment: Fisher holds 96,223 Class A shares (percentage not specified in proxy table), with time-based RSUs; specific director ownership guideline levels and compliance status not disclosed in excerpts reviewed .
-
Implications for investor confidence:
- Audit leadership and financial expertise support confidence in financial reporting and oversight .
- Controlled-company governance design and mixed independence on key committees warrant continued monitoring of compensation decisions and nominations for potential sponsor influence .
- Special Committee leadership is a positive engagement signal, though incremental cash fees introduce perception risk if recurring or not tied to extraordinary duties .