Timothy R. Pohl
About Timothy R. Pohl
Timothy R. Pohl is a restructuring and capital solutions veteran who joined GoHealth’s Board as a Class I Director on August 7, 2025; he serves on the newly-created Transformation Committee with a term expected to run to the 2027 annual meeting (not longer than four years from appointment) . He is the founder and Senior Advisor at TRP Advisors, LLC (since 2019), previously a Managing Director in Lazard’s Restructuring & Capital Solutions Group (2009–2019) and Co-Head of Skadden’s global corporate restructuring practice; he holds a B.A. from Amherst and a J.D. from the University of Chicago Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TRP Advisors, LLC | Founder; Senior Advisor | 2019–present | Advises companies, lenders, PE on distressed M&A/restructuring |
| Lazard Frères & Co. LLC | Managing Director, Restructuring & Capital Solutions | 2009–2019 | Led complex restructurings, distressed M&A |
| Skadden, Arps, Slate, Meagher & Flom LLP | Partner; Co-Head Global Corporate Restructuring | Pre-2009 | Led global restructuring practice |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Office Properties Income Trust (OPI; Nasdaq: OPI) | Independent Trustee | Elected June 11–12, 2025 | Compensation Committee and special committee; independent; monthly trustee fees disclosed at OPI |
| TPI Composites, Inc. | Director | 2025 | Board appointment disclosed by third-party profile |
| Mondee Holdings, Inc. | Director | 2024–2025 | Prior public company board service |
| Libbey, Inc. | Director | May–Nov 2020 | Prior board service in restructuring context |
Board Governance
- Appointment and committee roles: Pohl was appointed as a Class I Director and named to GoHealth’s new Transformation Committee formed concurrently with financing amendments; that committee evaluates strategic alternatives (refinancings, securitizations, mergers, acquisitions, restructurings) and collaborates with the Compensation Committee on employee incentive plans .
- Lender governance provisions: The August 2025 amendments established lender “Parent Board Observer” rights covering all Board and committee meetings (including executive sessions), and restrict the Board from removing Appointed Directors, changing Board size, filling Appointed Director vacancies, or modifying the Transformation Committee’s authority without consent of Required New Money Term Lenders .
- Controlled company status: GoHealth is a Nasdaq “controlled company” (more than 50% combined voting power by NVX Holdings and Centerbridge) and avails itself of exemptions (e.g., non-fully independent Nominating and Compensation Committees) .
- Board attendance policy: In FY2024 the Board met six times; each director met at least the 75% attendance threshold; executive sessions typically occur four times per year .
- Leadership changes: Prior to August 2025, Alexander Timm served as Lead Independent Director; Timm resigned with two other directors effective August 7, 2025 in connection with the financing actions .
Fixed Compensation
| Component | Policy | Vesting/Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $150,000 per year | Standard policy |
| Annual RSU award – Non-Chair Director | $150,000 grant date value | Vests in four equal quarterly installments; accelerates on change in control |
| Annual RSU award – Chair Director (Board/committee/Lead Director) | $250,000 grant date value | Vests in four equal quarterly installments; accelerates on change in control |
| Deferred compensation plan | Directors may elect to defer RSUs to the earlier of five years, change in control, or separation | Same vesting/forfeiture terms apply |
| Expense reimbursement | Out-of-pocket expenses reimbursed | Standard policy |
| Non-pay exceptions | Centerbridge nominees do not receive director pay | Policy disclosure |
Performance Compensation
| Metric | Policy | Notes |
|---|---|---|
| Director performance-based pay | None disclosed for directors | RSU awards are time-based under policy; non-employee director annual cap under equity plan is $500,000 ($750,000 initial year) |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks/Notes |
|---|---|---|---|
| Office Properties Income Trust (OPI) | Independent Trustee | Compensation Committee; special committee | Real estate REIT exposure; independent status at OPI |
| TPI Composites, Inc. | Director | Not disclosed | Renewable/specialty industrial exposure |
| Mondee Holdings, Inc. | Director (prior) | Not disclosed | Travel/technology exposure |
| Libbey, Inc. | Director (prior) | Not disclosed | Consumer products turnaround context |
Expertise & Qualifications
- Deep restructuring and capital solutions expertise spanning distressed M&A, corporate restructurings, liquidity and balance sheet assessment, capital markets, valuation, and litigation; recognized as an expert and frequent advisor across energy, retail, real estate and other sectors .
- Senior leadership experience at Lazard and Skadden with legal and banking perspectives; advanced legal education (University of Chicago Law School) and undergraduate degree (Amherst) .
Equity Ownership
- Individual ownership at GoHealth: Not disclosed in the April 28, 2025 DEF 14A (pre-appointment), and no Form 3 for Pohl was located in the reviewed filings; the August 7, 2025 8‑K notes no related-person transactions under Item 404(a) for the new directors .
- Company control context: Centerbridge beneficially owned ~37.7% of Class A and 42.7% of Class B voting interests; NVX Holdings beneficially owned ~48.9% of Class B and nominal Class A; GoHealth confirms “controlled company” status under Nasdaq rules .
Fixed Compensation (Director Policy) – Quantitative Summary
| Metric | FY2024 | FY2025 Policy |
|---|---|---|
| Annual cash retainer (non-employee) | $150,000 | $150,000 |
| RSU grant – Non-Chair | $150,000 (pro‑rated on mid‑year appointments) | $150,000; quarterly vesting; change‑in‑control acceleration |
| RSU grant – Chair | $250,000 | $250,000; quarterly vesting; change‑in‑control acceleration |
Potential Conflicts or Related-Party Exposure
- New director appointments: The Company disclosed there are no transactions with the new directors requiring Item 404(a) related-person disclosure; no selection arrangements other than noted lender conditions .
- Company-level related party transactions: Founders-controlled real estate leases (remaining obligations ~$45.7 million), historic aircraft dry lease, and Rank Me Media SEO services with a family member entity; Elevance/Anthem relationships as health plan partners (material revenue share) .
- Lender rights and committee structure: Transformation Committee powers and lender observer rights present unusual governance features including lender consent requirements to modify committee authority or Appointed Director status .
Insider Trades
- No Form 4 transaction data for Pohl at GoHealth was retrievable within Jan 2024–Dec 2025 using the insider-trades skill due to authorization limitations (HTTP 401); we attempted a person-filtered fetch for “Timothy R. Pohl” covering 2024–2025 [skill attempt noted].
Governance Assessment
- Governance quality and independence: Pohl brings independent restructuring expertise, and the Company disclosed no related-party transactions for the newly appointed directors, supporting independence perceptions; however, the Company remains a Nasdaq “controlled company” with exemptions from fully independent committees .
- Board effectiveness signals: Establishment of a Transformation Committee with a seasoned restructuring director (Pohl) indicates proactive oversight of strategic alternatives (including potential restructurings) when combined with August 2025 capital amendments .
- Red flags and investor confidence risks: Lender observer rights into all Board and committee meetings (including executive sessions), consent rights over Appointed Directors and committee authority, and controlled company exemptions may constrain independent Board action; founders’ related-party leases and historic aircraft arrangement add further governance scrutiny .
- Director compensation alignment: Non-employee director compensation mix (cash + RSUs vested quarterly, with change-in-control acceleration) is standard; equity caps for directors under the plan ($500,000; $750,000 initial year) temper excessive director equity awards .
RED FLAGS
- Lender consent required to remove/replace Appointed Directors or modify Transformation Committee authority; lender observers allowed at all Board and committee meetings including executive sessions .
- Controlled company exemptions from full independence for key committees (Nominating and Compensation) .
- Founders’ related-party leases (material future obligations), prior aircraft dry lease, and related-party services with a family member entity .
Notes on Data Coverage
- Appointment, committee roles, and governance mechanics are from GoHealth’s August 7, 2025 8‑K and associated amendment exhibits .
- Director compensation policy derives from DEF 14A (April 28, 2025) ; attendance and board process from FY2024 DEF 14A context .
- External boards validated via OPI 8‑K/press release and third-party profile references .