Daniel A. Boulware
SelectQuoteAbout Daniel A. Boulware
General Counsel and Corporate Secretary of SelectQuote since October 2019; age 49; education includes undergraduate degree, JD, and MBA from the University of Kansas; prior experience as Vice President & General Counsel at SS&C Health and Shareholder at Polsinelli PC, focused on healthcare, compliance, transactions, and corporate governance . Company performance in FY2025: revenue $1.522 billion (up >15% YoY), net income $47.5 million, Adjusted EBITDA $126.25 million; cash generation target missed but revenue/EBITDA exceeded targets, supporting above-target annual bonus outcomes for executives . Pay-versus-performance TSR disclosures show the value of a fixed $100 investment at $12.36 for 2025, highlighting substantial multi-year drawdown despite recent operating improvements .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SS&C Health (segment of SS&C Technologies) | Vice President & General Counsel | Prior to Oct 2019 | Led healthcare legal function across PBM, claims processing, analytics; oversaw regulatory/compliance and commercial contracting |
| Polsinelli PC | Associate; Shareholder | 2002–2012; Shareholder since 2012 | Complex corporate/healthcare legal work; elevated to shareholder reflecting leadership and client impact |
External Roles
- None disclosed beyond corporate roles listed above .
Fixed Compensation
| Metric | FY2025 |
|---|---|
| Base Salary ($) | $435,000 |
| Target Annual Incentive – Total ($ and % of salary) | $217,500 (50%) |
| Target Annual Incentive – Company Component (75%) | $163,125 |
| Target Annual Incentive – Individual Component (25%) | $54,375 |
| Actual Annual Incentive Paid ($) | $279,488 |
| One-Time Bonus (transaction-related + holiday) ($) | $100,354 |
Performance Compensation
| Component | Basis | Target ($) | Actual Payout ($) | Payout % of Target | Notes |
|---|---|---|---|---|---|
| Company Component (75% of bonus) | Consolidated Revenue, Adjusted EBITDA, Operating Cash Flow; each weighted one-third | $163,125 | $225,113 | 138% | FY25 targets vs actuals: Revenue $1,447,950k vs $1,522,391k (105%); Adjusted EBITDA $106,388k vs $126,220k (119%); Op Cash Flow $(19,700)k vs $(11,666)k |
| Individual Component (25% of bonus) | Role-specific objectives (compliance program effectiveness, transactions execution, margins support) | $54,375 | $54,375 | 100% | Full attainment per CEO/Comp Committee assessment |
Equity Awards (FY2025 long-term incentives)
| Award Type | Grant Date | Units Granted | Vesting | Price Hurdles | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|
| RSUs | 10/28/2024 | 135,783 | 1/3 annually on each of the first three anniversaries, subject to continued employment | N/A | $275,640 |
| PVUs | 10/28/2024 | 135,783 | Eligible to vest ratably over three years after hurdle achievement; 5-year performance window | $3.13, $6.00, $9.00 60-day average closing price hurdles | $507,828 |
| FY2025 Equity Grant – Target Value | N/A | N/A | 50% RSU; 50% PVU | N/A | $850,000 target; $783,468 actual grant-date fair value |
Equity Ownership & Alignment
| Ownership Metric | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 460,461 | <1% of 175,884,846 shares outstanding |
| Directly Held Shares | 289,663 | Personal holdings |
| Options Exercisable within 60 Days | 170,798 | Exercise prices include $20.00, $17.89, $17.80, $2.51; most are out-of-the-money vs $2.38 6/30/25 price |
| Unvested RSUs (count; market value at $2.38) | 181,044; $430,885 | Scheduled vesting over three years |
| Earned but Unvested PVUs (count; market value at $2.38) | 90,522; $215,442 | Tranches vest after price hurdles and service conditions |
| Stock Ownership Guideline | 3x base salary | Must retain 100% of vested shares (net of taxes) until in compliance; Board states all NEOs are in compliance as of record date |
| Hedging/Pledging Policy | Prohibits hedging, short-selling, margin purchases, and pledging (case-by-case exceptions require GC pre-approval) |
Employment Terms
| Term | Detail |
|---|---|
| Agreement Structure | 3-year initial term; auto-renewal for 1-year periods unless 90-day non-renewal notice |
| Severance (No Cause/Good Reason) | Lump sum = base salary + target bonus; pro-rated current year bonus; COBRA premium differential reimbursement (12 months) |
| Change-in-Control (Double-Trigger) | Severance multiple 1.5x (base + target bonus); pro-rated bonus; equity acceleration subject to price hurdles for PVUs; no severance if employed >2 years post-CIC |
| Non-Compete/Non-Solicit | Generally 2 years post-termination; reduced to 18 months if severance-qualifying termination within 2 years post-CIC unless Company increases multiple to 2x |
| Tax Gross-Ups | None for 280G/4999/409A; “best net” cutback/apply greater after-tax outcome |
| Clawback | Mandatory recovery of incentive compensation upon accounting restatement per SEC/NYSE rules (adopted 2023) |
Potential Payments (Illustrative at 6/30/2025)
| Scenario | Pro-Rated Bonus ($) | Cash Severance ($) | Health Benefit ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|---|
| Involuntary (No Cause) / Good Reason | $217,500 | $652,500 | $19,926 | — | $870,000 |
| CIC + Involuntary/Good Reason (Double-Trigger) | $217,500 | $978,750 | — | $1,050,020 | $2,246,270 |
Performance & Track Record
- FY2025 operating execution: revenue +15% YoY to $1.522B; Adjusted EBITDA $126.25M; Senior division EBITDA margin 27%; Healthcare Services revenue up >$260M YoY but margin pressures; completed $100M commissions receivable securitization and raised $350M preferred equity (improved liquidity and reduced debt) .
- Annual incentive outcomes reflect overachievement on revenue/EBITDA and strategic/transaction execution; Boulware’s individual component paid at 100% of target, indicating full delivery against legal/compliance objectives .
Compensation Structure Analysis
- Pay-at-risk emphasis: 50% cash incentive tied 75% to company metrics (revenue, Adjusted EBITDA, operating cash flow) and 25% to individual goals; long-term equity split 50% RSUs (retention) / 50% PVUs (price hurdles at $3.13/$6/$9) .
- Shift away from options (no FY2025 grants) to RSUs/PVUs to manage dilution and drive retention while maintaining stock price alignment .
- Governance safeguards: double-trigger CIC vesting/severance; no excise tax gross-ups; robust clawback; ownership guidelines with required hold-until-compliance .
Risk Indicators & Red Flags
- Section 16(a) reporting: company disclosed late Form 4 filings for executive officers tied to Feb 26, 2025 vesting events due to administrative error (2 days late) .
- Anti-pledging/hedging policy reduces misalignment risk; no pledging by Boulware disclosed .
- Many legacy options are significantly out-of-the-money at $2.38 as of 6/30/25, limiting near-term exercise/selling pressure; RSU/PVU vesting still creates periodic supply as service/price conditions are met .
- CIC protections reasonable (1.5x multiple) and double-trigger; no excise gross-ups (shareholder-friendly) .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Ownership vs outstanding | <1% beneficial ownership; total 460,461 shares including 289,663 direct and 170,798 options exercisable within 60 days |
| Vested vs unvested (snapshot) | Unvested RSUs 181,044 ($430,885 value at $2.38); earned but unvested PVUs 90,522 ($215,442 value), vesting ratably upon service and hurdle attainment |
| Ownership guideline compliance | General Counsel guideline 3x base salary; Board reports all NEOs in compliance as of record date |
| Pledging/Hedging | Prohibited by policy except narrow pre-cleared exceptions; no pledging disclosed for Boulware |
Employment Contracts, Severance, and CIC Economics
- Term/renewal: 3-year initial, auto-renews annually; 90-day notice for non-renewal .
- Severance (no cause/good reason): lump sum = base + target bonus; pro-rated current year bonus; 12 months COBRA differential reimbursement .
- CIC (double-trigger): 1.5x multiple; equity acceleration for RSUs/options; PVUs accelerate time condition, with performance condition satisfied only to the extent the transaction price meets the hurdle .
- Covenants: 2-year non-compete/non-solicit, reduced to 18 months for certain CIC separations unless multiple increased to 2x .
- Taxes/Clawback: no gross-ups; SEC/NYSE-compliant clawback in place .
Governance, Peer Group, and Say-on-Pay Context
- Compensation Committee chaired by Denise L. Devine; independent consultant Semler Brossy engaged for FY2025; peer group includes Accolade, Alignment Healthcare, BRP Group, eHealth, GoodRx, GoHealth, MediaAlpha, MultiPlan, Veradigm, etc. .
- 2024 say-on-pay support ~92%, informing continued emphasis on pay-for-performance structure in FY2025 .
Investment Implications
- Alignment: Strong linkage of Boulware’s pay to revenue/EBITDA and stock price via PVUs; double-trigger CIC and clawback mitigate windfall and misconduct risk, while ownership guidelines ensure “skin in the game” .
- Retention vs dilution: RSU-heavy mix supports retention; PVU hurdles ($3.13/$6/$9) create meaningful upside alignment; lack of FY2025 option grants reduces near-term dilution; legacy options largely out-of-money, limiting selling pressure .
- Near-term supply: Scheduled RSU vesting and any achieved PVU tranches imply periodic share issuance; monitor vest dates and withholding-related share surrenders around anniversaries (e.g., Oct/Feb) for trading flows .
- Performance backdrop: Despite notable FY2025 operating outperformance on revenue/EBITDA, long-window TSR remains depressed (value of $100 at $12.36), suggesting that equity-driven incentives could motivate strategic actions to sustain margin expansion and address market valuation gaps; legal/compliance execution (Boulware’s remit) remains central given regulatory dynamics in healthcare distribution/pharmacy .