Srdjan Vukovic

About Srdjan Vukovic

Srdjan Vukovic, 43, is an independent Class II director of SelectQuote appointed on February 28, 2025 via a Morgan Stanley Director Designation Agreement; his tenure at the time of the 2025 proxy was approximately 0.5 years . He is a Partner at Sava Hill and previously was a Partner at Newlight Partners (2018–June 2025), with prior roles at Soros Fund Management and Merrill Lynch; he holds a B.S. in Finance and Actuarial Science from NYU .

Past Roles

External Roles

Board Governance

• Independence: Determined independent under NYSE standards; all non-CEO directors are independent .
• Committee assignments:
  • Healthcare Oversight Committee member (committee co-chairs are Dr. Patel and Mr. Devanny) .
  • Not on Audit, Compensation & Talent Development, or Nominating & Corporate Governance Committees based on membership lists .
• Attendance: In FY2025 the Board met 4 times; each director attended at least 75% of Board and applicable committee meetings during their service period .
• Leadership: Independent, non-executive Chair (Donald L. Hawks III) presides over executive sessions; CEO and Chair roles are separated .
• Healthcare Oversight scope: Expanded in 2025 to include oversight of healthcare compliance; External Affairs Subcommittee (Patel, Danker) oversees government affairs .

Fixed Compensation

Performance Compensation

• Non-employee directors do not receive performance-based cash bonuses; equity is primarily time-based RSUs (no PSUs/PVUs for directors in FY2025) .

No director performance metrics (revenue/EBITDA/TSR) are tied to director pay in FY2025; equity is retention/time-based .

Other Directorships & Interlocks

• Designation: Appointed under the Morgan Stanley Director Designation Agreement executed in connection with SLQT’s February 2025 senior preferred financing; Morgan Stanley retains rights to nominate a director while owning ≥40% of originally purchased Preferred Stock .
• Parallel designation: Bain Capital Insurance’s designee (Christopher Wolfe) also appointed under a similar agreement .

Expertise & Qualifications

• Finance and actuarial training; private equity track record across healthcare and insurance verticals .
• Board experience at health services and insurance entities (public and private), valuable for SLQT’s Healthcare Services focus .

Equity Ownership

Note: Beneficial ownership table shows “—” for Vukovic and Wolfe at 9/20/2025, while the Board states all directors attained stock ownership guidelines; this warrants monitoring for alignment clarity .

Governance Assessment

• Positives:
  • Independent status; appointment brings healthcare/insurance expertise aligned with SLQT’s strategic focus .
  • Time-based RSU equity and ownership guidelines reinforce long-term alignment; anti-hedging/anti-pledging policy reduces misalignment risk .
  • Committee assignment on Healthcare Oversight supports compliance and risk management in a regulated segment .
• Risks/RED FLAGS:
  • Preferred holders’ consent rights and dual director designations (Morgan Stanley, Bain) concentrate influence over major corporate actions (dividends, indebtedness, related-party transactions, change of control until Feb 28, 2031), raising potential conflicts/overhang for common shareholders .
  • Reported zero beneficial ownership at record date vs. stated guideline compliance merits clarification to ensure “skin-in-the-game” alignment is evidenced and tracked .

Director Compensation Structure Analysis

• Mix: Cash retainers are modest and prorated; equity is majority of value via time-based RSUs ($130k initial and annual retainer), consistent with retention and alignment goals .
• No options or PSUs granted to directors in FY2025—reduces risk-taking incentives; focus on service/tenure rather than performance hurdles .
• Committee fees: Healthcare Oversight membership fee is $5,000 annually (prorated), indicating added pay for compliance oversight responsibility .

Related Party Transactions & Potential Conflicts

• Senior Preferred Stock and Warrants issued to Morgan Stanley and Bain in February 2025 include far-reaching consent rights (dividends, indebtedness, related-party transactions, acquisitions/dispositions) and put/registration rights; each has board designation rights while holding ≥40% of original preferred shares .
• Audit Committee reviews related-party transactions under a formal policy; such transactions require prior review and approval to ensure fairness .
• Vukovic’s designation via Morgan Stanley increases the importance of robust conflict management at the board level, especially in Healthcare Oversight and strategic decisions .

Say-On-Pay & Shareholder Feedback

• Prior year (2024) say-on-pay support was ~92%, influencing continuity of pay-for-performance program design .

Signals for Equity Research and Trading

• Board composition reflects investor influence via preferred equity, and governance levers (consent rights) may impact capital allocation, M&A, and financing flexibility—a structural overhang to monitor .
• Healthcare Oversight focus and Vukovic’s sector experience are positives for compliance and operational risk management; however, common shareholder alignment should be watched given beneficial ownership disclosure .

Appendix: Committee and Compensation Details

Governance Quality Summary

• Overall: Independent director with sector-relevant expertise; engaged via Healthcare Oversight Committee; equity-based pay aligns with long-term focus .
• Watch items:
  • Influence dynamics from preferred investors’ consent rights and director designations (Morgan Stanley/Bain) .
  • Clarify director stock ownership guideline adherence vs. disclosed beneficial ownership for Vukovic to strengthen investor confidence in alignment .