Denise L. Devine

About Denise L. Devine

Denise L. Devine, 70, is an independent director at SelectQuote (SLQT) since February 2020 and has chaired the Compensation and Talent Development Committee since September 2020. She is a CPA, founder/CEO of FNB Holdings (health/wellness), and co‑founder/CFO of RTM Vital Signs (medical devices); prior roles include CEO of Nutripharm (1994–2014). She holds an MBA from Wharton, an M.Tax from Villanova Law, and a B.S. in Accounting from Villanova University . Her current SLQT Board tenure is ~5.5 years, and she is designated an “independent” director under NYSE rules .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Ms. Devine is independent under NYSE rules; she also meets heightened independence standards for Audit and Compensation committee service .
• Committee assignments and chair roles:
  • Compensation and Talent Development Committee – Chair
  • Audit Committee – Member; designated an “audit committee financial expert”
  • Nominating & Corporate Governance Committee – Member
  • Healthcare Oversight Committee – Member
  • Special Litigation Committee – Chair (special committee)
• Attendance and engagement: The Board met 4x in FY2025; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
• Executive sessions: Independent directors meet regularly in executive session, chaired by the independent Board Chair .
• Anti‑hedging/pledging: Company policy prohibits hedging, short‑selling, margin purchases, and pledging of SLQT stock (limited case‑by‑case pledging exceptions requiring pre‑approval) .

Fixed Compensation

• Director Stock Ownership Guidelines: Non‑employee directors must hold stock equal to at least 5x the annual Board cash retainer; all directors, including Ms. Devine, have met the guideline as of the record date .

Performance Compensation

• Structure: Non‑employee directors receive annual RSU grants (~$130,000 target value) at the annual meeting; RSUs vest at the following year’s annual meeting, subject to continued service. No performance metrics are applied to director equity; awards are time‑based. Initial RSU grants of $130,000 apply to newly appointed directors (not applicable to Ms. Devine in FY2025) .

Note: Company uses RSUs (time‑based) for directors; no director options granted in FY2025. Ms. Devine had 25,000 options outstanding as of June 30, 2025 (see Equity Ownership), but FY2025 equity compensation was RSUs only .

Other Directorships & Interlocks

• Current public boards: Fulton Financial (Audit Chair, Vice‑Chair of Executive, Risk Member), Innovative Solutions & Support (Audit, Compensation) .
• Interlocks: Company disclosed no Compensation Committee interlocks or insider participation; none of the Compensation Committee members served as SLQT officers, and no SLQT executives served on boards/comp committees of entities with executives on SLQT’s Board during FY2025 .

Expertise & Qualifications

• Financial expertise: Designated “audit committee financial expert”; extensive audit/risk oversight experience (Fulton Financial Audit Chair; multiple audit roles) .
• Executive and entrepreneurial background: Founder/CEO roles in health/wellness and medical devices; deep operating and finance experience as a CPA .
• Education: MBA (Wharton), M.Tax (Villanova Law), B.S. Accounting (Villanova) .

Equity Ownership

• Insider trading note: A Form 4 reporting Ms. Devine’s open‑market purchase on March 14, 2025 was filed one day late due to administrative error (company‑reported Section 16(a) compliance note) .

Governance Assessment

• Strengths for board effectiveness and investor alignment:
  • Independent director with multi‑industry financial oversight; Audit Committee financial expert and long‑tenured Audit Chair at a regulated bank (Fulton Financial), enhancing SLQT’s audit/risk rigor .
  • Chairs SLQT’s Compensation Committee that uses an independent consultant (Semler Brossy) with no other company work, aligning with best practices; committee oversees HCM and succession beyond pay .
  • Director equity and 5x retainer ownership guideline promote alignment; RSU‑based compensation aligns with LT value without option risk; Ms. Devine holds significant stock/awards and meets ownership guidelines .
  • Attendance expectations met (≥75% threshold) and participation across key committees, including leadership on a Special Litigation Committee—signals high engagement .
• Risks and potential red flags:
  • Administrative lapse: one‑day‑late Form 4 for an open‑market purchase (minor process weakness but de minimis) .
  • Time commitments: Multiple outside directorships and chair roles could strain capacity; however, FY2025 attendance and committee outputs (e.g., compensation program execution, audit oversight) were delivered as disclosed .
  • Board dynamics: 2025 preferred equity investment by Morgan Stanley and Bain includes director designation rights; while Ms. Devine remains independent, investor‑appointed directors can influence governance; continued vigilance by independent committee chairs is important .
• Shareholder sentiment: Say‑on‑pay support was strong at ~92% in 2024, suggesting broad investor confidence in compensation governance overseen by Ms. Devine’s committee .

Compensation Committee Analysis

• Committee composition: Denise L. Devine (Chair), Earl H. Devanny III, and Donald L. Hawks III; all meet NYSE independence standards .
• Consultant: Semler Brossy served as independent advisor; retained/overseen directly by the committee; performed no other company work; independence assessed per SEC/NYSE factors .
• Scope and process: Committee sets CEO/NEO pay goals, oversees equity plans, reviews risk in incentives, and now covers human capital and succession for non‑CEO executives; annual cadence includes peer review, risk assessment, and say‑on‑pay feedback incorporation .

Director Compensation (FY2025 snapshot)

Related‑Party Transactions and Conflicts

• Company policy: All related‑party transactions require prior Audit Committee review/approval and are assessed for fairness; procedures detailed in Related Person Transactions Policy .
• Disclosures specific to Ms. Devine: No related‑party transactions involving Ms. Devine were disclosed for FY2025; one late Form 4 for a personal open‑market purchase noted (administrative error) .

Say‑on‑Pay & Shareholder Feedback (context for comp governance)

• 2024 say‑on‑pay approval: ~92% support; committee considered feedback and maintained a pay‑for‑performance structure into FY2025 .
• Ongoing investor engagement: Company engages major holders after earnings/material news and runs an annual governance/compensation outreach program involving the Board Chair and committees .

Overall implication: Ms. Devine’s profile—financial expertise, independent leadership of Compensation, active roles on Audit and Governance committees, and meaningful equity ownership—supports board effectiveness and investor alignment. Minor process risk (late Form 4) appears administrative. Continued monitoring of workload and influence dynamics from investor‑designated directors is warranted .