Vijay Kotte
About Vijay Kotte
Vijay Kotte, 47, has served as GoHealth’s CEO since June 3, 2022 and is a Class I director on the Board. He holds a BBA in Finance and Organizational Management from Emory University and an MBA from Northwestern’s Kellogg School, with prior leadership roles at R1 RCM (Chief Solutions Officer/EVP Strategy & Corporate Development, 2019–2022) and DaVita Medical Group (Chief Value Officer, 2014–2019) . Under his tenure, FY2024 net revenues grew 8.7% to $798.9M, Adjusted EBITDA rose 60% to $120.3M, and Q4 2024 net income reached $58.0M, with Adjusted EBITDA up 107% YoY; Pay-versus-Performance TSR measured $18.38 (2022), $23.47 (2023), and $23.55 (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| R1 RCM Inc. | Chief Solutions Officer; EVP Strategy & Corporate Development | 2019–2022 | Led physician-focused operations, growth, product development, and strategic initiatives |
| DaVita Medical Group | Chief Value Officer | 2014–2019 | Senior operating leadership across value-based care medical group activities |
| Various healthcare entities | Finance/operational roles | Pre-2014 | Progressive finance and operations roles in healthcare industry |
External Roles
- No public company directorships beyond GoHealth disclosed for Kotte in the latest proxy .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 900,000 | 900,000 |
| Target Bonus (% of Salary) | 100% | 100% |
| Actual Bonus ($) | — | 500,000 (e‑TeleQuote transaction bonus) |
| Non‑equity Incentive Plan ($) | — | 1,305,000 |
| All Other Compensation ($) | 25,210 | 31,421 |
| Total Compensation ($) | 5,141,874 | 6,262,772 |
- 2025 amendment increased base salary to $1,000,000 and set a minimum annual equity grant target value of $3,000,000 (2025 grant sized at $5,000,000), with three‑year vesting .
Performance Compensation
Annual Equity Grants (Structure and 2024 Awards)
| Award Type | 2024 Grant Detail | Vesting | Performance Metric |
|---|---|---|---|
| Stock Options | 83,333 options; grant-date fair value $664,164 | 3 equal annual installments starting 4/1/2025 | n/a |
| Time‑based RSUs | 166,667 RSUs; grant-date fair value $2,862,187 | 3 equal annual installments starting 4/1/2025 | n/a |
| Performance‑based RSUs | 83,333 target RSUs (max 200% payout) | Cliff vest on filing of FY2026 10‑K, subject to service | Adjusted EBITDA CAGR 2023→2026 |
- Prior PSU metrics: 2022 awards vest based on 3‑year VWAP; 2023 and 2024 PSU awards vest based on 3‑year Adjusted EBITDA CAGR; PSU value at maximum (2024) would be $1,774,993 .
Outstanding Equity Awards (as of 12/31/2024)
| Grant Date | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($) | Expiration | Unvested TBRSUs (#) | TBRSU Market Value ($) | Unearned PSUs (#) | PSU Market Value ($) |
|---|---|---|---|---|---|---|---|---|
| 6/6/2022 | 94,444 | 94,444 | 11.85 | 6/6/2032 | — | — | — | — |
| 6/7/2022 | — | — | — | — | — | — | 47,222 | 632,303 |
| 4/10/2023 | 27,777 | 55,556 | 14.10 | 4/10/2033 | 111,112 | 1,487,790 | 166,666 | 2,231,658 |
| 4/1/2024 | — | 83,333 | 10.65 | 4/1/2034 | 166,667 | 2,231,671 | 166,666 | 2,231,658 |
Notes:
- Market values above measured at $13.39 closing price on 12/31/2024 .
- Options granted in 2023 and 2024 vest in three annual installments; 2022 options vest in four annual installments .
Retention and Special Awards (April 1, 2025)
| Component | Terms |
|---|---|
| Fully‑vested RSUs | 500,000 RSUs, granted within 30 days; fully vested at grant if employed as CEO through grant date |
| Cash Retention | $3,000,000 cash (50% within 30 days of letter; 50% within 30 days after 1/31/2026, subject to employment and performance targets) |
| Repayment Provision | Pro‑rata repayment if employment ends before three‑year anniversary, except for certain good‑reason/without‑cause/disability/death terminations; RSU repayment based on fair market value at termination |
| Additional RSUs (subject to shareholder approval) | 218,551 RSUs valued at $2,707,846.89 determined on 4/1/2025; grant on/around 7/1/2025 upon plan share increase approval |
Pay versus Performance and TSR
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| CEO Summary Compensation Total ($) | 9,206,399 | 5,141,874 | 6,262,772 |
| Compensation Actually Paid to CEO ($) | 8,450,786 | 5,961,359 | 6,654,232 |
| TSR – Value of $100 Investment ($) | 18.38 | 23.47 | 23.55 |
| Net Income (in millions) | (148.71) | (63.26) | (2.93) |
Equity Ownership & Alignment
| Ownership Detail | Amount/Status |
|---|---|
| Class A Shares Beneficially Owned | 1,000,378 (9.0% of Class A) |
| Combined Voting Power | 3.6% |
| Breakdown (as footnoted) | 775,380 Class A shares; 177,776 options; 47,222 options vesting within 60 days of 4/21/2025 |
| Unvested TBRSUs (select grants) | 111,112 (4/10/2023); 166,667 (4/1/2024) |
| Outstanding PSUs (select grants) | 47,222 (6/7/2022); 166,666 (4/10/2023); 166,666 (4/1/2024) |
| Pledging/Hedging | No pledging disclosed in beneficial ownership footnotes; clawback policy applies to incentive compensation |
| Ownership Guidelines | Not disclosed in proxy |
Employment Terms
| Term | Provision |
|---|---|
| Start Date & Role | CEO since June 3, 2022; Class I Director |
| 2025 Amendment | 3‑year term from 4/1/2025; base salary $1,000,000; annual grant target ≥$3,000,000; 2025 RSU grants in two parts (185,000 RSUs on 4/1/2025; second tranche around 7/1/2025 subject to plan approval) with three‑year vesting |
| Target Annual Bonus | 100% of annual base salary |
| Minimum Annual Equity Constructs (original agreement) | No less than 333,333 shares annually; no more than 25% time‑vesting RSUs unless otherwise approved; cap $15,000,000 max grant date value |
| Severance (without cause/good reason) | 2 years salary continuation; prior year bonus; 200% of pro‑rata annual bonus for year of termination; 2 years COBRA reimbursement; subject to release and covenants |
| Non‑compete/Non‑solicit | 2 years post‑employment |
| Change‑of‑Control | Plan provides double‑trigger acceleration if awards are assumed and holder is terminated without cause within 12 months of CoC; awards can be cashed out or accelerated if not assumed |
| CoC Definition Modified | Includes transaction where Company’s common stock ceases to be publicly traded (applies to certain equity awards) |
| Clawback & Tax Gross‑Ups | Dodd‑Frank compliant clawback policy; no tax gross‑ups for NEOs |
Board Governance
- Board Status: Kotte is a Class I director; not “independent” under Nasdaq rules (he is CEO); Co‑Chairmen are Clinton Jones and Brandon Cruz; Alexander Timm is Lead Independent Director; executive sessions typically held at least 4 times per year .
- Controlled Company: GoHealth is a “controlled company” under Nasdaq; has elected certain governance exemptions, including committees that are not composed entirely of independent directors .
- Committee Memberships and Chairs (Kotte is not listed on committees):
- Audit: David Fisher (Chair), Alexander Timm, Karoline Hilu; met 6 times in 2024 .
- Compensation: Brandon Cruz (Chair), Jeremy Gelber, David Fisher; met once in 2024; Pearl Meyer engaged as independent consultant .
- Nominating & Corporate Governance: Alan Wheatley (Chair), Jeremy Gelber, Clinton Jones; met once in 2024 .
- Director Compensation Policy: Non‑employee directors receive $150,000 cash retainer and RSUs ($150,000 Non‑Chair; $250,000 Chair), vesting quarterly; RSUs accelerate on change in control; Kotte receives no additional board compensation .
Selected Company Performance (during Kotte’s tenure)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Net Revenues ($000s) | 734,671 | 798,894 |
| Adjusted EBITDA ($000s) | 75,091 | 120,319 |
| Net Income (Loss) ($000s) | (151,270) | (7,319) |
| Metric | Q4 2023 | Q4 2024 |
|---|---|---|
| Net Revenues ($000s) | 276,697 | 389,132 |
| Adjusted EBITDA ($000s) | 57,000 | 117,839 |
| Net Income (Loss) ($000s) | (2,294) | 57,975 |
Management commentary highlighted e‑TeleQuote integration, partnership expansion, and AI/analytics investments driving efficiency and profitability improvements .
Investment Implications
- Alignment: Elevated equity exposure via RSUs/PSUs and options, PSU metrics tied to 3‑year Adjusted EBITDA CAGR, and double‑trigger CoC vesting generally support pay‑for‑performance; clawback policy and no tax gross‑ups are shareholder‑friendly .
- Retention and Selling Pressure: 2025 fully‑vested 500,000 RSUs and $3M cash retention can mitigate near‑term retention risk; scheduled 2024 grants begin vesting in 2025 and PSUs cliff vest at FY2026 10‑K filing, potentially creating future liquidity events; repayment provisions discourage early departure .
- Governance Risks: Controlled company status and non‑independent Compensation Committee (includes a non‑independent director) may raise independence concerns; stockholder agreement concentrates designation rights among major holders .
- Dilution: New RSU tranche (218,551) contingent on share pool increase underscores reliance on equity; historical grants to Kotte total 166,666 options and 1,185,000 RSUs under the 2020 plan, indicating ongoing equity issuance reliance .
- Execution: FY2024 performance inflection (revenues and Adjusted EBITDA growth; Q4 profitability) supports incentive attainment trajectory; continued efficiency and retention initiatives are key to sustaining Adjusted EBITDA CAGR PSU outcomes .