EHealth : 2026 Proxy Statement

About this update from Ehealth, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: Preliminary Proxy Statement Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement Definitive Additional Materials Soliciting Material under § 240.14a-12 EHEALTH, INC. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check all boxes that apply): ☒ No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. Letter from our CEO Dear Fellow Stockholder : You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the "Annual Meeting") of eHealth, Inc., a Delaware corporation (the "Company"), that will be held on June 18, 2026 at 9:00 a.m., Eastern Time, and any postponement, adjournment or continuation thereof. We will hold the Annual Meeting in a virtual format via live webcast at https://www.virtualshareholdermeeting.com/EHTH2026 . On or about April 28, 2026, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the "Notice"). The Notice contains instructions on how to access the Company's proxy statement and the annual report, how to vote online or by telephone, and how to receive a paper copy of the proxy materials by mail. If you requested to receive printed proxy materials, you may submit your proxy or voting instructions by completing, signing, dating and returning your proxy card or voting instruction form in the envelope provided. We are confident that our director candidates have the professional achievements, skills, experiences and reputations that qualify each of them to oversee the Company's management and the execution of our long-term strategic plan to realize stockholder value. The Board of Directors unanimously recommends that you vote " FOR " the election of Prama Bhatt and Beth A. Brooke to the Board of Directors (Proposal 1), " FOR " the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026 (Proposal 2), " FOR " the approval, on an advisory basis, of the compensation of our Named Executive Officers (Proposal 3), and " FOR " the approval of an amendment and restatement of the eHealth, Inc. Amended and Restated 2024 Equity Incentive Plan to increase the maximum number of shares of common stock that may be issued thereunder by 1,300,000 shares (Proposal 4). It is important that your shares be represented and voted at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. You may vote over the Internet, as well as by telephone, or by mailing a proxy card or voting instruction form. Returning the proxy or voting instruction form or voting by Internet or telephone does not deprive you of your right to attend the Annual Meeting virtually and to vote your shares at the Annual Meeting. Voting now will not limit your right to change your vote or to attend the Annual Meeting. Thank you for your ongoing support of eHealth, Inc. Sincerely yours, Derrick A. Duke Chief Executive Officer and Director April 28, 2026 NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS The 2026 Annual Meeting of Stockholders (the "Annual Meeting") of eHealth, Inc., a Delaware corporation (the "Company"), will be held solely via live webcast at https://www.virtualshareholdermeeting.com/EHTH2026 , on June 18, 2026 at 9:00 a.m., Eastern Time. Meeting Details When Where Who June 18, 2026 9:00 a.m., Eastern Time Virtually via live webcast at https://www.virtualshareholdermeeting.com/EHTH2026 All stockholders as of the Record Date, close of business on April 20, 2026 Purpose of the Meeting 1 To elect the two Class II director nominees named in the accompanying proxy statement to serve for terms of three years and until their respective successors are duly elected and qualified, subject to earlier resignation or removal 2 To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026 3 To vote to approve, on an advisory basis, the compensation of our Named Executive Officers 4 To vote to approve an amendment and restatement of the eHealth, Inc. Amended and Restated 2024 Equity Incentive Plan to increase the maximum number of shares of common stock that may be issued thereunder by 1,300,000 shares 5 To transact such other business as may properly come before the Annual Meeting or at any postponement, adjournment or continuation thereof The foregoing items of business are more fully described in the proxy statement accompanying this notice or made available over the Internet. Record Date Only stockholders of the Company as of the close of business on April 20, 2026 (the "Record Date") and their proxies are entitled to notice of, to attend and/or to vote at the Annual Meeting and any postponements, adjournments or continuations thereof. Attending the Annual Meeting All stockholders as of the Record Date are cordially invited to attend the Annual Meeting. You are urged to vote even if you sold your shares after the Record Date. You may vote over the Internet, as well as by telephone, or by mailing a proxy card or voting instruction form. Further instructions regarding voting rights and the matters to be voted upon are presented in the accompanying proxy statement. IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING, REGARDLESS OF WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. ACCORDINGLY, AFTER READING THE ACCOMPANYING PROXY STATEMENT, PLEASE PROMPTLY SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS BY FOLLOWING THE INSTRUCTIONS PROVIDED. PLEASE NOTE THAT EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, WE RECOMMEND THAT YOU VOTE PRIOR TO THE ANNUAL MEETING TO ENSURE THAT YOUR SHARES WILL BE REPRESENTED. Regardless of the number of shares of the Company that you own, your vote will be important. Thank you for your continued support, interest and investment in the Company. ‌By Order of the Board of Directors, Gavin G. Galimi Senior Vice President, General Counsel and Corporate Secretary Indianapolis, Indiana April 28, 2026 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL MEETING TO BE HELD ON JUNE 18 , 2026 The proxy statement, the accompanying proxy card and the annual report are available free of charge at https://www.proxyvote.com . Information on this website, other than this proxy statement, is not a part of this proxy statement. ******************** The accompanying proxy statement provides a detailed description of the business to be conducted at the Annual Meeting. We urge you to read the accompanying proxy statement, including each appendix, carefully and in its entirety. Forward-Looking Statements This proxy statement contains statements that are forward-looking statements as defined within the Private Securities Litigation Reform Act of 1995. These include statements regarding our expectations regarding our business, operations and strategy, including the following: our plans, strategies or objectives with respect to future operations; our expectations regarding our financial performance and profitability; our expectations regarding our operations and costs, including investment in enrollment growth and business diversification; and other statements regarding our plans for executive compensation, our future operations, financial condition, prospects and business strategies. These forward-looking statements are inherently subject to various risks and uncertainties that could cause actual results to differ materially from the statements made, including the risks and uncertainties described in our most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K filed with the Securities and Exchange Commission and available on the Investor Relations page of our website at ir.ehealthinsurance.com and on the Securities and Exchange Commission's website at https://www.sec.gov . In particular, we are required by Accounting Standards Codification 606-Revenue from Contracts with Customers to make numerous assumptions that are based on historical trends and our management's judgment. These assumptions may change over time and have a material impact on our revenue recognition, guidance, and results of operations. Please review the assumptions stated in this proxy statement carefully. All forward-looking statements in this proxy statement are based on information available to us as of the date hereof, and we do not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law. ‌TABLE OF CONTENTS PROXY SUMMARY 1 Voting Items 1 Ways to Vote 1 About Our Company 1 Fiscal 2025 Overview 2 Company Proposals 3 Compensation Overview 39 Executive Compensation Governance 39 Executive Compensation Program for 2025 42 Compensation Governance Policies and Practices 49 Executive Compensation Tables 52 2025 Summary Compensation Table 52 Questions and Answers About the Proxy Materials and the Annual Meeting 2025 Grants of Plan-Based Awards 53 7 2025 Outstanding Equity Awards at Fiscal Year-End 54 BOARD AND GOVERNANCE MATTERS 13 2025 Option Exercises and Stock Vested at Fiscal Year-End 55 Proposal 1 - Election of Directors 13 General 13 Nominees for Class II Directors 14 Required Vote and Board Recommendation 14 Continuing Directors 15 Departing Director 17 Board Composition and Director Selection 18 Overview of Our Board 18 Board Independence 18 Director Selection and Refreshment Process 19 Non-Qualified Deferred Compensation 56 56 Employment Agreements, Severance Agreements and Change of Control Arrangements Pay Versus Performance 61 OTHER COMPANY PROPOSAL 64 Equity Compensation Plan Information 63 64 Proposal 4 - Approval of an Amendment and Restatement of the eHealth, Inc. 2024 Amended and Restated Equity Incentive Plan Overview 64 Required Vote and Board Recommendation 64 Purpose 65 Board Self-Assessment and Board Composition Assessment Processes 19 Reasons for Seeking Stockholder Approval 65 Board Skills and Experience 20 Shareholder Communications 20 Stockholder Engagement 22 Board Function and Leadership 24 Board Leadership Structure 24 Board Meetings 24 Board Attendance at Annual Meeting of Stockholders 24 Executive Sessions 24 The Board's Role in Risk Oversight 24 Oversight of Business Strategy and Risk Management 24 Risk Oversight by the Committees of the Board 25 Considerations of the Board in Making its Recommendation 69 STOCK OWNERSHIP MATTERS 79 Summary of the 2024 Amended Equity Plan 70 79 Security Ownership of Certain Beneficial Owners and Management OTHER INFORMATION 82 Beneficial Ownership Table 80 Certain Relationships and Related Transactions 82 Stockholder Proposals for the 2027 Annual Meeting 83 APPENDICES Annual Report 84 Oversight of Human Capital Management and Succession Planning 28 Oversight of Cybersecurity 29 Appendix A: Non-GAAP Financial Information and Reconciliation of GAAP to Non-GAAP Financial Measures A-1 Corporate Governance Policies 29 AUDIT MATTERS 35 Non-Employee Director Compensation 30 Appendix B: Amended and Restated 2024 Equity Incentive Plan B-1 35 Proposal 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm General 35 Required Vote and Board Recommendation 35 Pre-Approval Policies and Procedures 35 Principal Accountant Fees and Services 35 EXECUTIVE COMPENSATION 37 Report of the Audit Committee of the Board 36 Proposal 3 - Advisory Vote to Approve Executive Compensation 37 General 37 Required Vote and Board Recommendation 37 Current Executive Officers 38 ‌PROXY SUMMARY ‌This summary highlights certain information contained elsewhere in this proxy statement (the "Proxy Statement"). For more complete information about these topics, please review our Annual Report on Form 10-K for the year ended December 31, 2025 and this entire Proxy Statement. Voting Items Reference Company Proposals Board Recommendations Page Nominees Proposal 1 To elect the two Class II director nominees for terms of three years For All 13 Proposal 2 To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026 Officers Proposal 3 To vote to approve, on an advisory basis, the compensation of our Named Executive To vote to approve an amendment and restatement of the eHealth, Inc. Amended For 35 For 37 Proposal 4 ‌Ways to Vote and Restated 2024 Equity Incentive Plan to increase the maximum number of shares of common stock that may be issued thereunder by 1,300,000 For 64 YOUR VOTE IS IMPORTANT. Please vote as promptly as possible by using any of the following methods: Before 11:59 P.M. on June 17, 2026: INTERNET SCAN PHONE MAIL Over the internet at https://www.proxyvote.com . Have your proxy card in hand and follow the instructions. Scan the QR Barcode included in your proxy card with your mobile device Dial 1 (800) 690-6903 mail to: Vote Processing c/o Broadridge 51 Mercedes Way Edgewood, NY 11717 During the Annual Meeting : Go to www.virtualshareholding meeting.com/EHTH2026 . ‌About Our Company We are a leading private health insurance marketplace with a technology and service platform that provides consumer engagement, education and health insurance enrollment solutions. Our mission is to expertly guide consumers, or beneficiaries, through their health insurance enrollment and related options, when, where and how they prefer. Our platform leverages technology to solve a critical problem in a large and growing market by aiding consumers in what has traditionally been a complex, confusing and opaque health insurance purchasing process. Our omnichannel consumer engagement platform differentiates our offering from competitors and enables consumers to use our services through our self-service online platform, by telephone with a licensed and trained insurance agent, or benefit advisor, or through a hybrid online assisted interaction that includes live agent chat and co-browsing capabilities. We have created a consumer-centric marketplace that offers consumers a broad choice of insurance products that includes thousands of Medicare Advantage, Medicare Supplement, Medicare Part D prescription drug, individual, family, small business and other ancillary health insurance products from over 180 health insurance carriers nationwide, including approximately 50 Medicare health insurance carriers. Our plan recommendation tool curates this broad plan selection by analyzing beneficiaries' health-related information against plan data for insurance coverage fit. This tool is supported by a unified data platform and is available to our ecommerce consumers and our licensed benefit advisors. We strive to be the most trusted, unbiased, transparent partner to consumers in their journeys through the health insurance market. 1 Fiscal 2025 Overview Business Performance Highlights eHealth delivered strong financial performance in 2025 amidst a complex operating environment. FY 2025 revenue and adjusted EBITDA (1) surpassed targets laid out in the board plan and that was provided to our stockholders at the beginning of the year. eHealth continued to improve our Medicare Advantage unit margins, driven by higher constrained lifetime value ("LTV") (1) for all Medicare products, reflecting favorable channel mix and stable retention trends. Ultimately, Medicare Advantage LTV-to-CAC ratio (1) improved to 2.2x for the three months ended December 31, 2025, up from 2.0x in the prior year period, we believe this is a validation of our brand investments, variable-cost efficiency, and retention performance. FY 2025 operating cash flow performance was below expectations, driven by carrier partners' decision to decrease marketing budgets. FY 2025 total revenue of $554.0 million increased 4% compared to FY 2024 total revenue of $532.4 million. FY 2025 GAAP net income of $40.0 million increased nearly 300% compared to FY 2024 GAAP net income of $10.1 million. FY 2025 operating cash flow of ($25.3) million compared to FY 2024 operating cash flow of ($18.4) million. Cash, cash equivalents and marketable securities of $77.2 million as of December 31, 2025. FY 2025 adjusted EBITDA (1) of $97.3 million improved 40% Commissions receivable balance of $1.1 billion as of December 31, compared to FY 2024 adjusted EBITDA of $69.3 million. 2025 grew 12% compared to $1.0 billion as of December 31, 2024. The Company made significant progress on key operational goals in FY 2025. Focus areas included: (1) Consumer-centric retention efforts including near-term and long-term membership retention; (2) Advancement of AI and digital leadership; and (3) Pursuit of targeted diversification beyond core Medicare Advantage agency fulfillment model. Continued to elevate consumer experience, focusing on enrollment quality, building our distinctive brand that resonates with consumers and improving retention. Improved sent-to-approved ratio and retention services vs. FY 2024. Strong performance outside of core Medicare Advantage Agency model from Hospital Indemnity Plan ("HIP") and Medicare Supplement sales. HIP demonstrated FY 2025 approved application growth of more than 400% year-over-year. Achieved goal of growing diversified revenue by $10 million year-over-year. Launched AI-powered voice agent in early 2025. Deployed across three different client-facing use cases. At scale, our AI agent drove increased efficiencies within our agency model while reducing call wait times. Also successfully launched our internally-facing AI Center of Excellence which provides a clear governance framework and education around employee AI use. -------------- (1) See Appendix A for definitions. 2 Executive Leadership and Board Governance Updates Summary Executive Leadership Board and Governance Update On September 18, 2025, Fran Soistman retired from his role as Chief Executive Officer, and Derrick Duke was appointed to succeed him (the "CEO Transition"). Following his retirement, Mr. Soistman continued to serve as an executive advisor through December 31, 2025. Mr. Soistman currently serves as a member of the Board. On September 17, 2025, Aaron Tolson, who was initially appointed to the Board as a designee of Echelon Health SPV, LP ("H.I.G.") pursuant to the terms of the Investment Agreement, dated February 17, 2021 (as amended, the "Investment Agreement"), between the Company and H.I.G., resigned from the Board, as well as from the Board's Compensation Committee, Nominating and Corporate Governance Committee and Government and Regulatory Affairs Committee. Todd Arden was appointed to the Board as a designee of H.I.G. pursuant to the Investment Agreement and to fill the vacancy created by Mr. Tolson's resignation. Mr. Arden serves as a Class I director, with a term expiring at the Company's 2028 annual meeting of stockholders. Mr. Arden was also appointed to the Board's Compensation Committee, Nominating and Corporate Governance Committee and Government and Regulatory Affairs Committee. On December 30, 2025, in connection with the Company's financing and strategic transactions efforts, the Board created a Strategy Committee. On March 18, 2026, the Board terminated the Government and Regulatory Affairs Committee and Equity Incentive Committee. On March 26, 2026, Andrea C. Brimmer, a Class II director, notified the Company of her intention not to stand for re-election as a director of the Company upon the expiration of her current term at the Company's 2026 Annual Meeting. ‌Company Proposals Director Nominees Proposal 1 - Election of Directors begins on page 13 of this Proxy Statement The Board unanimously recommends that you vote "FOR ALL" of our Board's director nominees. The following tables provide summary information (as of the Record Date) about eHealth's director nominees. Name Primary Occupation Age Class Director Since A C NCG Independent Prama Bhatt Former Chief Digital Officer, Ulta Beauty, Inc. 56 II 2024 ☼ ✓ Beth A. Brooke† ‡ Former Global Vice Chair of Public Policy, Ernst & Young 66 II 2019 ☼ ☼ ✓ -------------- Legend † Financial Expert A Audit ‡ Board Chair C Compensation NCG Nominating and Corporate Governance 3 Corporate Governance Highlights We believe that good governance is integral to achieving long-term stockholder value. We are committed to governance policies and practices that serve the interests of the Company and our stockholders. Our corporate governance policies and practices include: 8 of 10 directors are independent Share ownership guidelines for directors and executive officers Annual Board and Committee self-evaluations Insider Trading Policy prohibiting pledging and hedging ownership of eHealth's stock Board has significant interaction with, and unlimited access to, senior management and other employees Robust Board and Committee oversight of strategy, risk, business, cybersecurity, and legal, compliance and regulatory matters Annual review of corporate governance policies, plans, programs and charters Regular executive sessions of independent directors Annual Board training of the Company's corporate and regulatory compliance policies Proactive year-round stockholder engagement Ratification of the Appointment of Ernst & Young LLP Proposal 2 - Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2026 begins on page 35 of this Proxy Statement. Executive Compensation Highlights Proposal 3 - Advisory Vote to Approve Executive Compensation begins on page 37 of this Proxy Statement. Performance-Based / At Risk Elements of Executive Compensation Component Fixed Short-Term Incentive Long-Term Incentive Base Salary Annual Bonus Program Performance-Based Restricted Stock Units ("PSUs") Restricted Stock Units ("RSUs") Objective Provide competitive base salaries to compensate executives for day-to-day contributions Link compensation to achievement of rigorous annual financial and/or operational performance Link equity compensation with rigorous goals related to Company results and stockholder value Provide retention incentive to employees to remain with the Company long-term 2025 Executive Compensation Program Highlights The Compensation Committee, working closely with management and its independent compensation consultant, Aon's Human Capital Solutions practice, a division of Aon plc ("Aon"), reviewed and approved our executive compensation program aimed at recognizing achievement of operating targets for the year while reflecting our continued commitment to pursue a compensation plan based on our pay-for-performance philosophy. The performance metrics selected also reflect the three-year financial targets that we shared at our Investor Day in May 2023 and our Investor Presentation in August 2024. 4 Key highlights from our 2025 executive compensation program include the following: Fixed Cash Base Salary Objective : Provide competitive base salaries to compensate executives for day-to-day contributions Key Features : Variable Annual Bonus Program Objective: Link compensation to achievement of rigorous annual financial and/or operational performance Key Features : Equity Performance-based Restricted Stock Units (PSUs) Objective: Link equity compensation with rigorous goals related to Company results and stockholder value Key Features : Time-based Restricted Stock Units (RSUs) Objective: Provide retention incentive to employees to remain with the Company long-term Key Features : Base salaries remained unchanged for continuing Named Executive Officers In connection with the commencement of his employment, Mr. Duke's salary was set at $700,000, which is $50,000 lower than the base salary of Mr. Soistman Four performance goals Operating Cash Flow (40% weight), Total Revenue (20% weight), Adjusted EBITDA (20% weight) and FY25 priorities (20% weight) FY 25 priorities included 3 qualitative criteria consisting of (i) consumer retention; (ii) AI advancement; and (iii) targeted diversification Three levels of achievement Threshold at 50% payout, Target at 100% payout and Maximum at 200% payout No change to target bonus opportunity of continuing Named Executive Officers as a percentage of base Increased performance period to three years, from two years Adjusted EBITDA margin performance metric Three levels of achievement Threshold at 50% payout, Target at 100% payout and Maximum at 200% payout Vests one third annually over three years, subject to continued service Looking Ahead: 2026 Executive Compensation Design Highlights The Compensation Committee intends to align the 2026 compensation structure closely with our Company's publicly-communicated 2026 operating plan, which emphasizes operating cash flow generation, margin discipline and targeted investment diversification. The Compensation Committee continues to evaluate the appropriate mix of award types and other terms, including vesting period and performance metrics, in connection with making future equity grants. Key highlights from our 2026 executive compensation program include the following: Incentive Design . The annual bonus program will continue to align management incentives with eHealth's annual operational goals through a balanced set of financial performance metrics consisting of Operating Cash Flow, Total Revenue and adjusted EBITDA, as determined based on the Company's approved operating plan for 2026. Enhanced Focus on Quantitative Financial Performance . To strengthen pay-for-performance alignment and provide a clearer connection between executive compensation and financial outcomes, the Compensation Committee eliminated strategic objectives in the 2026 annual bonus program. This change increases the emphasis on our key financial objectives, with a particular focus on the Company's Operating Cash Flow as a key indicator of sustainable profitability and financial discipline. 5 ‌Operating Cash Flow Floor . If the Operating Cash Flow threshold of $(10) million is not achieved, total bonus payout maximum will be capped at 100% of target, not allowing for additional overpayment even if the Company outperforms on other financial performance targets, reinforcing the Compensation Committee's emphasis on cash flow. Reevaluation of the Equity Program for Disciplined Share Usage . In light of the Company's current stock price and anticipated equity usage, the Compensation Committee is reevaluating the structure and scale of the equity compensation program with a focus on managing disciplined equity burn rate, preserving stockholder value and ensuring that equity awards remain an effective and responsible component of the Company's long-term incentive framework. The Compensation Committee has postponed the approval of the 2026 annual equity awards while our equity incentive program is under evaluation. Amended and Restated 2024 Equity Incentive Plan Proposal 4 - Amended and Restated 2024 Equity Incentive Plan begins on page 64 of this Proxy Statement. Stockholders are asked to approve an amendment and restatement of the eHealth, Inc. Amended and Restated 2024 Equity Incentive Plan (the "2024 Equity Plan") to increase the number of shares of our common stock reserved for issuance by an additional 1,300,000 shares (the 2024 Equity Plan, as amended and restated, the "2024 Amended Equity Plan"), representing approximately 4.1% of fully diluted shares if approved. The requested increase is intended to provide sufficient shares to support equity awards through the Company's 2027 annual equity grant cycle, based on historical usage, projected cancellations and forfeitures and ongoing discipline around equity utilization. Key Considerations: Equity Awards are Essential to Talent Acquisition and Retention . The Company operates in a competitive talent market for healthcare and technology professionals and relies on equity compensation to attract, retain and motivate employees critical to executing its long-term strategy. Disciplined and Incremental Plan Cost and Dilution. The Board deliberately elected to request a smaller share increase to limit dilution and provide stockholders with more frequent opportunities to evaluate equity usage and dilution. The proposed share increase represents a measured, incremental authorization, rather than a larger multi-year or expansive increase, while appropriately balancing the Company's need to retain and motivate executives and other key employees through equity compensation program. Burn Rates Reflect Moderation and Improving Trends . Burn rates have declined over the past three years, despite significant executive leadership changes. Previous elevated burn rates are primarily attributable to non-recurring executive transitions, promotions and retention awards, rather than broad-based increases in equity usage. Furthermore, after taking into account cancellations and forfeitures, the Company's 2025 net burn rate was consistent with historical norms. Peer Benchmarking Supports the Reasonableness of Equity Usage . For equity plan evaluation purposes, the Company benchmarks its equity usage against a healthcare technology, insurance technology and technology-enabled services peer group, which management believes more accurately reflects the labor market in which the Company compete for talent. Using this peer group, the Company's three-year average gross and net burn rates fall within a reasonable market range, particularly given recent leadership transitions. The 2024 Amended Equity Plan Retains Strong Governance Features . Our 2024 Amended Equity Plan includes governance features that are consistent with prevailing governance standards and stockholder expectations. 6 ---------------------------- PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS ---------------------------- The Board of Directors (the "Board") of eHealth, Inc., a Delaware corporation ("we," "us," "our," the "Company" or "eHealth"), is soliciting proxies to be used at our Annual Meeting of Stockholders to be held solely via live webcast at https://www.virtualshareholdermeeting.com/EHTH2026 on June 18, 2026 at 9:00 a.m., Eastern Time, and for any postponement, adjournment or continuation thereof (the "Annual Meeting"). On or about April 28, 2026, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the "Notice") containing instructions on how to access our proxy statement (the "Proxy Statement") and our annual report, how to vote online or by telephone and how to receive a paper copy of the proxy materials by mail. Questions and Answers About the Proxy Materials and the Annual Meeting Why did I receive these proxy materials? We are providing this Proxy Statement in connection with the solicitation by our Board of proxies to be voted at the Annual Meeting. This Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. You are invited to attend the Annual Meeting to vote on the proposals described in this Proxy Statement. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may vote your shares using one of the other voting methods described below. Whether or not you expect to attend the Annual Meeting, please vote your shares as soon as possible in order to ensure your representation at the Annual Meeting. Your vote is very important . Please submit your vote via the Internet, telephone or mail as soon as possible by following the voting instructions on the proxy card or Notice, even if you plan to attend the Annual Meeting. If you hold your shares in an account at a bank, broker, dealer or other nominee, follow the instructions provided by your nominee on your voting instruction form or otherwise to vote your shares. Voting your shares by proxy ensures that if you are unable to attend the Annual Meeting, your shares will be voted at the Annual Meeting. Voting now will not limit your right to change your vote or to attend the Annual Meeting. What proposals will be voted on at the Annual Meeting? Four proposals are scheduled to be voted on at the Annual Meeting: The election of the two Class II director nominees named in this Proxy Statement to serve for terms of three years and until their respective successors are duly elected and qualified, subject to earlier resignation or removal (Proposal 1); The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026 (Proposal 2); A vote to approve, on an advisory basis, the compensation of our Named Executive Officers (Proposal 3); and A vote to approve an amendment and restatement of the eHealth, Inc. Amended and Restated 2024 Equity Incentive Plan to increase the maximum number of shares of common stock that may be issued thereunder by 1,300,000 shares (Proposal 4). 7 What are the recommendations of the Board? Our Board unanimously recommends that you vote: " FOR " the election of the two Class II director nominees named in this Proxy Statement (Proposal 1); " FOR " the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026 (Proposal 2); " FOR " the approval, on an advisory basis, of the compensation of our Named Executive Officers (Proposal 3); and " FOR " the approval of an amendment and restatement of the eHealth, Inc. Amended and Restated 2024 Equity Incentive Plan to increase the maximum number of shares of common stock that may be issued thereunder by 1,300,000 shares (Proposal 4). Will there be any other items of business on the agenda? We do not expect any other items of business beyond those described in this Proxy Statement because the deadline for stockholder proposals and nominations has already passed. Nonetheless, in case there is an unforeseen need, the proxy card gives discretionary authority to the persons named on the proxy with respect to any other matters that might be properly brought before the Annual Meeting. The proxy holders intend to vote that proxy in accordance with their judgment. If for any reason any of the nominees named in this Proxy Statement is not available as a candidate for director, and our Board has not reduced the authorized number of directors on our Board, then the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by the Board. What constitutes a quorum? As of the close of business on April 20, 2026 (the "Record Date"), there were 31,532,924 shares of our common stock and 2,250,000 shares of Series A preferred stock outstanding. Each holder of our common stock is entitled to one vote for each share of common stock held as of the Record Date, and each holder of our Series A preferred stock is entitled to that number of votes calculated in accordance with the Certificate of Designations of Series A Preferred Stock and the Amendment to the Certificate of Designations (as amended, the "Certificate of Designations") previously filed as exhibits to our Current Report on Form 8-K filed with the Securities and Exchange Commission on May 3, 2021 and on January 6, 2026, respectively. As of the close of business on the Record Date, the holder of all of our outstanding Series A preferred stock was entitled to 4,425,692 votes at the Annual Meeting. The presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the voting power of all of the shares of our capital stock outstanding on the Record Date will constitute a quorum. The holders of our capital stock were entitled to an aggregate of 35,958,616 votes as of the close of business on the Record Date. Abstentions, withheld votes and broker non-votes are counted as present for the purpose of determining the presence of a quorum. Who is entitled to vote? Stockholders holding shares of our common stock or Series A preferred stock at the close of business on the Record Date vote as a single class at the Annual Meeting. You may vote all shares owned by you as of the Record Date, including (1) shares held directly in your name as the stockholder of record and (2) shares held for you as the beneficial owner in street name through a broker, bank or other nominee. Each holder of our common stock is entitled to one vote for each share of common stock held as of the Record Date. The holder of all of our outstanding Series A preferred stock was entitled to 4,425,692 votes as of the Record Date. For additional information regarding the voting rights of the Series A preferred stock, please see the Certificate of Designations. What is the difference between holding shares as a stockholder of record and as a beneficial owner? Stockholder of Record . If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered, with respect to those shares, the "stockholder of record." 8 Beneficial Owner . If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the "beneficial owner" of shares held in "street name." Your broker, bank or nominee is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or nominee how to vote your shares. How do I attend the Annual Meeting? You will be able to attend the Annual Meeting online by visiting https://www.virtualshareholdermeeting.com/EHTH2026 . To participate in the Annual Meeting, you will need the control number included on your Notice, proxy card or voting instruction form. The Annual Meeting webcast will begin promptly at 9:00 a.m., Eastern Time, on June 18, 2026. We encourage you to access the meeting prior to the start time. Your vote is very important. Please submit your voting instructions or proxy card as soon as possible, even if you plan to attend the Annual Meeting. How do I vote my shares? Stockholders may vote on matters that are properly presented at the Annual Meeting in four ways: By completing the proxy card and returning it to the Company at the address noted; By submitting your vote telephonically; By submitting your vote electronically via the Internet; or By attending and voting your shares at the Annual Meeting. The Company is offering registered stockholders the opportunity to vote their shares by telephone or electronically through the Internet, in addition to following the traditional method of completing a paper proxy card and returning it by mail. Stockholders may vote by telephone or via the Internet by following the procedures described on the proxy card. To vote via telephone or the Internet, please have the proxy card in hand and call the number or go to the website listed on the proxy card and follow the instructions. The telephone and Internet voting procedures are designed to authenticate stockholders' identities, to allow stockholders to give their voting instructions, and to confirm that stockholders' instructions have been recorded properly. If your shares are held in a stock brokerage account or by a bank or other nominee, follow the instructions provided by your broker, bank or other nominee for voting your shares prior to the Annual Meeting. The instructions by which you may vote your shares at the Annual Meeting differ based on whether you hold shares in your name as the stockholder of record or beneficially in street name. Shares held beneficially in street name may be voted at the Annual Meeting only if you first obtain a legal proxy from the broker, bank or other nominee that holds your shares as of the Record Date. The Company is not involved in providing legal proxies from brokers to beneficial stockholders. If you either do not request a legal proxy prior to the Annual Meeting or your broker fails to provide you a legal proxy, then you will not be able to vote at the Annual Meeting. Even if you plan to attend the virtual Annual Meeting, we recommend that you also submit your proxy or voting instructions by Internet, telephone or mail so that your vote will be counted if you later decide not to attend the Annual Meeting. Stockholders who vote by Internet or telephone need not return a proxy card or the voting instruction form sent by brokers, banks or other nominees. Can I change my vote or revoke my proxy? If you are a stockholder of record, you may revoke your proxy at any time prior to the vote at the Annual Meeting. If you submitted your proxy by mail, you must either (1) file with our Corporate Secretary a written notice of revocation or (2) deliver, prior to the vote at the Annual Meeting, a valid, later-dated proxy. If you submitted your proxy by telephone or the Internet, you may revoke your proxy with a later telephone or Internet proxy, as the case may be. Attendance at the Annual Meeting will not have the effect of revoking a proxy unless you give written notice of revocation to our Corporate Secretary before the proxy is exercised or you vote by ballot at the Annual Meeting. If you are a beneficial owner, you may vote by 9 submitting new voting instructions to your broker, bank or nominee or by obtaining a legal proxy prior to the Annual Meeting and attending the meeting and voting. How are votes counted? In the election of the Class II directors (Proposal 1), you may vote "FOR" the Company's nominees or your vote may be "WITHHELD" with respect to one or more of the Company's nominees. With respect to the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026 (Proposal 2), the vote to approve, on an advisory basis, the compensation of our Named Executive Officers (Proposal 3) and the vote to approve an amendment and restatement of the eHealth, Inc. Amended and Restated 2024 Equity Incentive Plan to increase the maximum number of shares of common stock that may be issued thereunder by 1,300,000 shares (Proposal 4), you may vote "FOR," "AGAINST" or "ABSTAIN." If you "WITHHOLD" or "ABSTAIN," as applicable, such vote will have no effect on the voting results, although abstentions and withhold votes are considered for the purpose of determining the presence of a quorum. If you provide specific instructions, your shares will be voted as you instruct. What vote is required to approve each item? Proposal 1 . The election of the Class II directors requires a plurality, meaning that the two nominees receiving the highest number of "FOR" votes will be elected. Because the outcome of this proposal will be determined by a plurality vote, any shares not voted "FOR" a particular nominee by choosing to "WITHHOLD" authority to vote will have no effect on the outcome of the election. Proposal 2 . The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026 requires the affirmative "FOR" vote of a majority of the votes cast affirmatively or negatively at the Annual Meeting in person or by proxy. Proposal 3 . The vote to approve, on an advisory basis, the compensation of our Named Executive Officers requires the affirmative "FOR" vote of a majority of the votes cast affirmatively or negatively at the Annual Meeting in person or by proxy. As an advisory vote, this vote will not be binding on either the Company or the Board, nor will it create or imply any change in the fiduciary duties of, or impose any additional fiduciary duty on, the Company or the Board. However, our Compensation Committee will consider the outcome of the vote when making future compensation decisions for our Named Executive Officers. Proposal 4 . The vote to approve an amendment and restatement of the eHealth, Inc. Amended and Restated 2024 Equity Incentive Plan to increase the maximum number of shares of common stock that may be issued thereunder by 1,300,000 shares requires the affirmative "FOR" vote of a majority of the votes cast affirmatively or negatively at the Annual Meeting in person or by proxy. Abstentions or withhold votes, as applicable, will have no effect on the outcome of the vote on these proposals, although abstentions and withhold votes are considered for the purpose of determining the presence of a quorum. For a discussion of the impact of broker non-votes on the proposals, see " What are broker non-votes and what effect do they have on the proposals? " below. What are broker non-votes and what effect do they have on the proposals? If you hold your shares beneficially in street name and do not provide your broker, bank or nominee with voting instructions, your shares may constitute "broker non-votes." Generally, broker non-votes occur when a broker (1) has not received voting instructions from the beneficial owner with respect to a particular proposal and (2) lacks discretionary voting power to vote those shares with respect to that particular proposal. A broker is entitled to vote shares held for a beneficial owner on "routine" matters, such as our sole routine matter, the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026 (Proposal 2), without instructions from the beneficial owner of those shares. On the other hand, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on "non-routine" matters, such as the election of our Class II directors (Proposal 1), the vote to approve, on an advisory basis, the compensation of our Named Executive Officers (Proposal 3) and the vote to approve an amendment 10 and restatement to the eHealth, Inc. Amended and Restated 2024 Equity Incentive Plan to increase the maximum number of shares of common stock that may be issued thereunder by 1,300,000 shares (Proposal 4). Broker non-votes are counted for purposes of determining whether a quorum exists for the transaction of business at the Annual Meeting, but will not be counted for purposes of determining the number of shares voted with respect to an individual proposal, and therefore will have no effect on the outcome of the vote on an individual proposal. Is there a list of registered stockholders entitled to vote at the Annual Meeting? A list of registered stockholders entitled to vote at the Annual Meeting will be made available for examination by any stockholder for any purpose germane to the meeting no later than the tenth day prior to the meeting between the hours of 9:00 a.m. and 5:00 p.m., Eastern Time, at our principal executive offices located at 9190 Priority Way West Dr., Suite 110, Indianapolis, IN 46240, by contacting our General Counsel and Corporate Secretary. What does it mean if I receive more than one notice from the Company or proxy card? You may receive more than one set of proxy materials, including multiple proxy cards, if you hold shares that are registered in more than one account - please vote the proxy card for every account you own. The latest dated proxy you submit will be counted. Is cumulative voting permitted for the election of directors? No. Neither our charter nor our bylaws permit cumulative voting for any election of directors. Why are you holding a virtual meeting instead of a physical meeting? We believe a virtual meeting format helps to facilitate stockholder attendance and participation by enabling stockholders to participate fully, and equally, from any location around the world. I am a stockholder, and I only received a copy of the Notice in the mail. How may I obtain a full set of the proxy materials? In accordance with the "notice and access" rules of the Securities and Exchange Commission, we may furnish proxy materials, including this Proxy Statement and our annual report, to our stockholders of record and beneficial owners of shares by providing access to such documents on the Internet instead of mailing printed copies. Stockholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice, which was mailed to our stockholders, will instruct you as to how you may access and review all of the proxy materials on the Internet. If you would like to receive a paper or electronic copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice. I share an address with another stockholder, and we received only one printed copy of the Notice and/or proxy materials. How may I obtain an additional copy of the Notice and, if applicable, the proxy materials? We have adopted a procedure called "householding," which the Securities and Exchange Commission has approved. Under this procedure, we deliver a single copy of the Notice and, if applicable, the proxy materials and our annual report to multiple stockholders who share the same address unless we received contrary instructions from one or more of the stockholders. This procedure reduces our printing costs, mailing costs and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice and, if applicable, the proxy materials and our annual report to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy, 11 or, if a stockholder is receiving multiple copies, to request that we only send a single copy of the Notice and, if applicable, these proxy materials or our annual report, stockholders may contact us at the following address and telephone number: Attention: Investor Relations eHealth, Inc. 9190 Priority Way West Dr. Suite 110 Indianapolis, IN 46240 Telephone: (737) 248-2340 Stockholders who hold shares in street name (as described above) may contact their brokerage firm, bank, broker-dealer or other similar organization to request information about householding. Who pays the cost of proxy solicitation? The costs and expenses of soliciting the proxy accompanying this Proxy Statement from stockholders will be borne by the Company. In addition to directly soliciting stockholders by mail, the Company may request brokers, dealers, banks, trustees or other nominees to solicit their customers who have shares of the Company registered in the name of the nominee; if they do so, the Company will reimburse them for their reasonable out-of-pocket costs. Our employees, officers, directors and director nominees may solicit proxies in person, by telephone or by electronic communication following the original solicitation. None of these individuals will receive any additional or special compensation for doing this, but they may be reimbursed for reasonable out-of-pocket expenses. We may engage the services of proxy solicitors to assist us in the distribution of proxy materials and the solicitation of votes, for which we will pay customary fees plus reasonable out-of-pocket expenses. In addition, we may reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation material to the beneficial owners of our shares. Who will tabulate the votes? Our officers are authorized to designate an inspector of elections for the meeting. All votes will be tabulated as required by Delaware law (the state of our incorporation) by an appropriate inspector of elections appointed for the Annual Meeting. What is the date of our fiscal year end? This Proxy Statement provides information about the matters to be voted on at the Annual Meeting and additional information about us and our executive officers and directors. Some of the information is provided as of the end of our 2025 fiscal year and some information is provided as of a more current date. Our fiscal year ends on December 31. Additional Information Our principal executive offices are located at 9190 Priority Way West Dr., Suite 110, Indianapolis, IN 46240, and our telephone number is (737) 248-2340. Our website address is https://www.ehealthinsurance.com . References to our website or other publications are provided for convenience only. The information contained on our website or other publications is not a part of this Proxy Statement or any of our other filings with the Securities and Exchange Commission. ‌12 ‌BOARD AND GOVERNANCE MATTERS ‌Proposal 1: Election of Directors ‌General Our Board currently consists of ten directors. Our certificate of incorporation provides for a classified Board consisting of three classes of directors, each serving staggered three-year terms. As a result, a portion of our Board is elected each year. Our Class II directors, whose term will expire at the Annual Meeting, are Prama Bhatt, Andrea C. Brimmer and Beth A. Brooke. Ms. Brimmer has previously notified the Company of her intent not to stand for re-election and will be departing the Board effective as of our Annual Meeting. Based on the recommendation of the Nominating and Corporate Governance Committee of our Board (the "Nominating and Corporate Governance Committee"), the Board has nominated each of Prama Bhatt and Beth A. Brooke for election as Class II directors at the Annual Meeting. Each of our director nominees has consented to (i) serve as a nominee, (ii) be named as a nominee in this Proxy Statement and (iii) serve as a director if elected. If elected, Mses. Bhatt and Brooke will serve as directors until the annual meeting of stockholders in 2029 and until their respective successors are elected and qualified, subject to earlier resignation or removal. Effective as of the Annual Meeting, if our director nominees are elected as recommended by our Board, it is expected that the size of the Board will be reduced from ten to nine members. The names and certain information about each of the nominees for election as a director and for each of the continuing members of the Board are set forth below, including information each nominee and continuing director has given us about his or her age, positions held, principal occupation and business experience for at least the past five years, and directorships of publicly-held companies for the past five years. There are no family relationships among any of our directors, director nominees or executive officers. Name Age Director Since Class Standing Committee Memberships Independent A C NCG Term Expiring Prama Bhatt 56 2024 II ☼ 2026 Beth A. Brooke † ‡ 66 2019 II ☼ ☼ 2026 -------------- Legend † Financial Expert A Audit ‡ Board Chair C Compensation ☼ ❄ Committee Member Committee Chair NCG Nominating and Corporate Governance 13 ‌Nominees for Class II Directors Prama Bhatt Prama Bhatt has served as a director since September 2024. Ms. Bhatt currently serves as a non-executive director of the board of JD Sports Fashion Plc, a multinational sports-fashion retail company, and as a member of its Nominations and ESG committees since September 2024. Ms. Bhatt previously served on the board of directors of Hormel Foods Corporation, a multinational food processing company, from November 2019 through January 2025, including on its audit committee from November 2019 to February 2023 and its compensation committee from March 2023 to January 2025. From December 2019 through March 2024, Ms. Bhatt was chief digital officer of Ulta Beauty, Inc., a provider of retail beauty products and services. She served Ulta Beauty, Inc. as senior vice president, digital & ecommerce from April 2017 to December 2019 and vice president, digital & ecommerce, from 2014 to 2017. Ms. Bhatt was vice president, ecommerce of Kenneth Cole Productions, Inc., a fashion company, from 2011 to 2014. She held various management positions with Toys "R" Us, Inc. from 2002 to 2011, culminating with the position of vice president, general manager, ecommerce, US, from 2008 to 2011. Her prior experience includes the position of management consultant with Booz Allen Hamilton, Inc. and a tenure at Ford Motor Company, where she held various roles in product strategy, design and development. Ms. Bhatt holds a B.S. in electrical engineering from Oakland University, a Master of Science in electrical engineering from Wayne State University and an MBA from University of Michigan. Ms. Bhatt also serves on the board of advisors of UCLA Data Theory Major, the Executive Leadership Committee of the Retail AI Council and the emeritus advisory board of Shoptalk. Ms. Bhatt brings extensive expertise in digital commerce and consumer product marketing to our Board. Beth A. Brooke Beth Brooke has served as a director since August 2019 and as Chairperson of the Board since June 2024. Ms. Brooke serves as a member of the board of directors of the New York Times Company, a global media organization, since April 2021 and serves on various private and nonprofit boards, including on the private company board of SHEEX, Inc., a bed linen company, and the U.S. Olympic and Paralympic Committee. She served as the global vice chair of public policy for EY (formerly Ernst & Young), a global professional services network, from 2007 to June 2019, and as EY Americas' vice chair of public policy, sustainability and stakeholder engagement from 2001 to 2007. She was the global sponsor for EY's diversity and inclusion efforts. Ms. Brooke also held various roles in strategy, corporate development and tax practice management at EY from 1981 to 2001. During the Clinton administration, Ms. Brooke served in the U.S. Department of the Treasury and was responsible for tax policy matters related to insurance and managed care, including working on healthcare and superfund legislative reform efforts. Ms. Brooke brings to our Board extensive knowledge of accounting and policy matters including healthcare policy from over thirty years of service at EY and as a prominent, trusted voice on public policy matters for the accounting and auditing profession and has extensive strategy, corporate development and executive management expertise. She is a prominent LGBT+ corporate leader and also brings extensive experience around diversity, inclusion and social justice. Ms. Brooke holds a B.S. in Industrial Management/Computer Science with Highest Distinction from Purdue University, where she played intercollegiate basketball. She has received Honorary Doctorates from Purdue, Babson College and Indiana University. She is a Fellow in the Life Management Institute, a Henry Crown Fellow in the Aspen Institute and a Certified Public Accountant, licensed in Indiana, the District of Columbia and New York (inactive). ‌Required Vote and Board Recommendation The two candidates receiving the highest number of affirmative votes cast in person or by proxy at the Annual Meeting will be elected as directors to serve until their respective successors have been duly elected and qualified, subject to earlier resignation or removal. Any shares not voted FOR a particular nominee, including as a result of a WITHHOLD vote or a broker non-vote, will have no effect on the outcome of the election. The Board recommends a vote " FOR " the election of each of the director nominees set forth above. ü 14 Continuing Directors: Class I Todd Arden Todd Arden has served as a director since September 2025. Mr. Arden previously served on the board of directors of Global Clean Energy Holdings, Inc., a renewable energy company, from December 2024 through August 2025, and Quantum Corporation, a data storage, management and protection company, from June 2024 through April 2025, and currently serves on several private company boards. Mr. Arden served as Senior Managing Director and Co-Chief Credit Officer at Black Diamond Capital Management LLC, an alternative asset management firm, from January 2016 until March 2020. From October 2012 to November 2014, Mr. Arden served as Chief Investment Officer-Octagon Credit Opportunities at CCMP Capital Advisors, LP, an American private equity investment firm. He was previously a Managing Director at Angelo, Gordon & Co. LP, a global alternative investment manager, from March 2000 to June 2012. Prior to that, he held roles as Senior Research Analyst at AIG Global Investment Corporation, Senior Equity Analyst at Troubh Partners LP and Manager in the Financial Consulting Services practice at Arthur Anderson & Co., New York. Mr. Arden received a B.A. in Economics from Northwestern University and an M.B.A. from Columbia University. Mr. Arden brings a long-term foundation in capital management and private equity business development. Derrick A. Duke Derrick Duke has served as our Chief Executive Officer and a director since September 2025. Prior to joining the Company, Mr. Duke served as chief executive officer of Magellan Health, Inc., a managed health care company, from May 2022 to July 2025, and was previously its chief operating and chief financial officer between January 2022 and May 2022 and chief risk officer between July 2020 and January 2022. Prior to joining Magellan Health, Mr. Duke spent nearly 16 years with HealthMarkets, Inc., a health insurance agency, where he served in a number of senior leadership positions, including as its chief financial and operating officer from 2015 until its acquisition by UnitedHealth Group in 2019. Mr. Duke holds an M.B.A. from the University of Texas at Arlington and a B.B.A. in finance from Hardin Simmons University. Mr. Duke brings a rare combination of financial acumen, operational expertise and deep knowledge of the healthcare and insurance landscape. A. John Hass, III John Hass has served as a director since March 2021. Mr. Hass is the co-founder and CEO of Upstream Literacy, Inc., which was founded in October 2025 to support the literacy ecosystem architecture of districts and schools. Prior to that, Mr. Hass served as chairman of the board and chief executive officer of Rosetta Stone Inc., a leading provider of technology-based learning solutions, from April 2016 to October 2020. Previously, Mr. Hass served as president of Rosetta Stone Inc. from April 2016 to January 2019 and as interim president and chief executive officer from April 2015 to April 2016. From September 2012 until November 2014, he was a senior advisor to Osmium Partners, LLC, an alternative asset management firm. Mr. Hass was a partner at PEAK6 Investments, L.P., a financial services company, from October 2008 through September 2012 and was the senior financial officer of PEAK6 Investments, L.P. from February 2009 through June 2010. Mr. Hass was the chief executive officer of OptionsHouse, a brokerage company and subsidiary of PEAK6 Investments, L.P., from October 2006 until September 2008. From 1988 to October 2006, he was employed at Goldman, Sachs & Co., a subsidiary of the financial services company, The Goldman Sachs Group, Inc., most recently as a managing director in the investment banking division. In addition, Mr. Hass serves on the board of directors of ARC Clean Technology, Inc., a clean energy company, as an advisor to Babbel GmbH, a language learning app and e-learning platform, and as a member of the Photography Committee of the Art Institute of Chicago. Mr. Hass received his B.S. in Finance from the University of Illinois at Urbana-Champaign. Mr. Hass brings to our Board significant experience in executing value-generative transformation and advancing profitable innovation, as well as deep finance and operational expertise, including with respect to direct-to-consumer, subscription-based business models. 15 Francis S. Soistman Fran Soistman has served as a member of our Board since November 2021. Mr. Soistman most recently served as our chief executive officer from November 2021 until his retirement from that position in September 2025. Mr. Soistman founded and previously served as president of Healthcare Management and Transformation Advisory Services LLC, an advisory services company operating in the healthcare space, from January 2020 to November 2021. From January 2013 to September 2019, Mr. Soistman was executive vice president at CVS Health, a health solutions company, and president of government services at Aetna, a managed care company. Prior to his tenure at Aetna, Mr. Soistman co-founded Jessamine Healthcare, having previously served in executive leadership across a number of healthcare and managed care companies, including Coventry Healthcare, Principal Health Care and Blue Cross Blue Shield of Maryland. Mr. Soistman holds a B.S. in accounting and finance from Towson University and is a graduate of the Stanford University executive program. Mr. Soistman has nearly four decades of diverse experience in healthcare and managed care and brings a demonstrated ability to lead operational transformations, financial turnarounds and accelerated profitable growth businesses in the insurance space. Continuing Directors: Class III Erin L. Russell Erin Russell has served as a director since July 2021. Ms. Russell has served as a member of the board of directors of Kadant Inc., a global supplier of engineered systems, since January 2019. In addition, Ms. Russell since February 2025 has served on the board of directors of Modivcare Inc., a technology-enabled healthcare services company that provides a suite of integrated supportive care solutions for payors and their patients. In March 2025, Ms. Russell was appointed to the board of directors of Fortrea Holdings Inc., a leading global provider of clinical development solutions to the life sciences industry. She previously served as a board member of Tivity Health Inc., a leading provider of healthy living, fitness and social engagement solutions, from March 2020 until it was acquired in June 2022 and ceased being a public company. She was also a senior executive of Vestar Capital Partners, L.P., a private equity firm specializing in management buyouts, recapitalizations and growth equity investments, from August 2001 until April 2017. While at Vestar, Ms. Russell served on the boards of directors of a number of companies, including most recently as a director of DeVilbiss Healthcare LLC, a company that designs, manufactures and markets respiratory medical products, from 2012 until July 2015 and as a director of 21st Century Oncology Inc., a provider of state-of-the-art radiation therapy and integrated cancer treatments, from 2008 until September 2016. She also served as a director of DynaVox Inc., a communications device manufacturer, from 2004 until 2014. Ms. Russell is currently chair of the board of St. Thomas Aquinas Catholic School, where she has served since June 2018, and chair of the advisory board of McIntire School of Commerce and member of the advisory board of the Jefferson Scholars Foundation at the University of Virginia, where she has served since June 2016 and April 2008, respectively. Ms. Russell holds a B.S. in commerce, with a concentration in accounting, from the McIntire School of Commerce, University of Virginia and an M.B.A. from Harvard Business School. Ms. Russell brings to our Board a high level of financial literacy and experience with capital and credit markets gained through working with a variety of private equity portfolio companies and from serving on the boards of directors of companies in the healthcare sector. 16 Cesar M. Soriano Cesar Soriano has served as a director since May 2021. Mr. Soriano has served as chief executive officer of Confie Corporation, a leading national personal lines insurance distributor, since August 2017. Mr. Soriano joined Confie Corporation in September 2016 as its chief strategy officer and subsequently served as its chief operating officer from November 2016 to July 2017 where he defined and led Confie's stabilization, integration, innovation and growth plan. Mr. Soriano also served as president and chief operating officer of Interstate National Corporation, a provider of finance and insurance products and services, from 2011 to 2016. Mr. Soriano's background also includes roles as chief executive officer and president of RSM McGladrey Financial Process Outsourcing Solutions, a leader of business transformation at TravelClick, Inc., senior vice president, global operations at Bowne Corporation, vice president, reengineering and strategy at Dun and Bradstreet, and leadership roles at Xerox Corporation. Mr. Soriano started his career having served worldwide, including in Southwest Asia, as a military intelligence officer in the United States Army. Mr. Soriano holds a B.S. in electrical engineering and a M.S. in management information systems from the Florida Institute of Technology. Mr. Soriano identifies as Filipino and Spanish and offers his diversity of experience and background. Mr. Soriano brings to our Board over 20 years of experience driving key, tangible outcomes in leadership roles within financial, insurance and business services industries, including transformational leadership for companies that rely on online, telephonic and in-person sales operations. Dale B. Wolf Dale Wolf has served as a director since August 2019 and served as Chairperson of our Board from September 2021 through June 2024. Mr. Wolf served as president and chief executive officer of One Call Care Management, a provider of specialized solutions to the workers' compensation industry, from January 2016 to February 2019 and as executive chairman from September 2015 to January 2016. Mr. Wolf also served as the president and chief executive officer of DBW Healthcare, Inc., a health care consulting company, from January 2014 to June 2018. Mr. Wolf served as the executive chairman of Correctional Healthcare Companies, Inc., a national provider of correctional healthcare solutions, from December 2012 to July 2014. From 2005 to 2009, Mr. Wolf served as chief executive officer of Coventry Health Care, Inc. (acquired by Aetna, which was acquired by CVS), a diversified national health care company and issuer of health insurance plans, including Medicare Advantage plans, and served as the executive vice president, chief financial officer and treasurer of Coventry Health Care, Inc. from 1996 to 2005. Mr. Wolf holds a B.A. in mathematics from Eastern Nazarene College, completed the MIT Sloan School senior executive program and is a Fellow of the Society of Actuaries. Mr. Wolf has also served as a member of the board of directors of AdaptHealth Corp., a national leader in providing patient-centered, healthcare-at-home solutions, since November 2019 and as a member of the board of directors of Molina Healthcare, Inc. a company that provides managed healthcare services under the Medicaid and Medicare programs and through the state insurance marketplace, since 2013. Mr. Wolf brings to our Board extensive knowledge of the managed care and health insurance industry and expertise in executive management, business and financial strategies. ‌Departing Director‌ Andrea C. Brimmer, who has served as a Class II director of the Company since 2018, will be departing the Board effective as of our Annual Meeting. The Board recognizes and thanks Ms. Brimmer for her years of dedicated service to the Board and significant contributions to the Company. 17 ‌Board Composition and Director Selection ‌Overview of Our Board This section provides certain information as of the date of this Proxy Statement about each of our directors. We also describe the specific qualifications of each of our directors that contribute to the Board's effectiveness as a whole. We believe that each of our directors possesses integrity, honesty, sound judgment, high ethical standards and a commitment of service to us. In September 2025, our Board approved an increase in the size of the Board of Directors from nine to ten members and an increase in the number of authorized directors in Class I from three to four to create a vacancy in Class I for the appointment of Mr. Duke to our Board of Directors in September 2025. After the Annual Meeting, if our director nominees are elected as recommended by our Board, we expect the size of the Board to decrease from ten to nine members. The following table provides certain information regarding each of our directors as of April 28, 2026. Name Age Director Since Class Standing Committee Memberships Term Independent A C NCG Expiring Todd Arden 59 2025 I ☼ ☼ 2028 Derrick A. Duke 59 2025 I 2028 A. John Hass, III 60 2021 I ☼ 2028 Francis S. Soistman 69 2021 I ☼ 2028 Prama Bhatt 56 2024 II ☼ 2026 Andrea C. Brimmer 60 2018 II ❄ ☼ 2026 Beth A. Brooke † ‡ 66 2019 II ☼ ☼ 2026 Erin L. Russell † 52 2021 III ❄ ☼ 2027 Cesar M. Soriano 58 2021 III ☼ 2027 Dale B. Wolf 72 2019 III ☼ ❄ 2027 -------------- Legend † Financial Expert A Audit ‡ Board Chair C Compensation ☼ ❄ Committee Member Committee Chair NCG Nominating and Corporate Governance ‌Board Independence The Board currently is made up of ten members and has always included a majority of independent directors. The Board has determined that (i) each of its current directors and director nominees, except Messrs. Duke and Soistman, is independent, and (ii) its former director Mr. Tolson, who served as a director until September 2025, was independent, in each case within the meaning of the Nasdaq Stock Market director independence standards, as currently in effect. Ms. Brimmer has notified the Company that she will not stand for re-election at the Annual Meeting. After the Annual Meeting, if our director nominees are elected as recommended by our Board, we expect the size of the Board will decrease from ten to nine members, and seven of nine remaining directors will be independent. 18 ‌Director Selection and Refreshment Process The Nominating and Corporate Governance Committee considers the enhancement of the skill sets, perspectives and experiences of the Board when selecting candidates for board service, among other criteria. To that end, the Nominating and Corporate Governance Committee has strived to include individuals with a varied range of backgrounds, skills and perspectives on the Board that align with our business strategy. Our Board is committed to being constituted of highly qualified individuals with a broad spectrum of competencies and an appropriate mix of experience, expertise and perspectives. This commitment is key to enabling our Board to carry out its wide-ranging responsibilities and to enhancing stockholder value. Our Board recognizes that a range of relevant skills, experiences, and perspectives strengthens board oversight and supports effective decision making. For purposes of board composition, in selecting candidates, our Nominating and Corporate Governance Committee considers individuals with a broad range of skills, perspectives, experience and personal qualities and attributes, including integrity, ethics, community involvement and commitment to the long-term interests of our stockholders. Our Nominating and Corporate Governance Committee will utilize these differences and distinctions among individuals to determine the composition of the Board in light of our business strategy, risks and opportunities. While knowledge and skills are important factors, our Nominating and Corporate Governance Committee also considers how candidates will contribute to the overall balance of the Board and enhance the oversight of our strategic plan, so that the Company and our Board will benefit from directors with different perspectives, varying viewpoints, backgrounds and experiences. The Nominating and Corporate Governance Committee continuously reviews the changing business and macroeconomic environment that the Company operates in, as well as the risks presented by changing business conditions in order to align the membership of the Board with our strategic plan, growth opportunities and challenges. The Nominating and Corporate Governance Committee evaluates the current Board skills, experience, expertise and other attributes outlined above when making decisions regarding the nomination of new and incumbent directors. The decision regarding the renomination of an incumbent director is determined based on the evaluation of contributions to the work of the Board and relevant committees, meeting attendance, skill set and overall contributions to the Company and the Board. When the Nominating and Corporate Governance Committee determines to add a new director, consideration is given to the skills, qualifications, and personal qualities outlined above. In addition, given the time commitment required for effective board service in our industry, the Nominating and Corporate Governance Committee also considers the professional obligations and other commitments of board candidates, as well as service on other boards, in order to ensure that a director has sufficient time to devote to the duties and responsibilities of service on our Board. The Nominating and Corporate Governance Committee believes that it is critical to maintain an appropriate balance of tenure on the Board to enable our Company, its employees, and stockholders to benefit from the business, industry and other experiences of longer serving directors, as well as the fresh perspectives that new directors add, while acknowledging the value of continuity as Board composition evolves. As a result of this philosophy, the Nominating and Corporate Governance Committee strives to attain a measured rate of refreshment and new additions to our Board. Our Board has strong business experience, relevant leadership skills, perspectives, and backgrounds among its membership. The following list outlines the current skills, knowledge and other qualifications that the Nominating and Corporate Governance Committee considers important to be represented on our Board to provide effective oversight of our business and effective execution of the Company's business strategy and the members which possess these critical skills. ‌Board Self-Assessment and Board Composition Assessment Processes Our Board conducts periodic self-assessments to assess the effectiveness of the Board and each of its Committees. As part of this process, our Board has delegated to our Nominating and Corporate Governance Committee the responsibility to facilitate this self-assessment and to report the results to our Board. Our periodic Board self-assessment also includes a board composition review, facilitated by outside legal counsel as appropriate. As part of this process, all Board members are interviewed to provide input on each other director, assess the Board's effectiveness and identify opportunities to further improve performance. At completion of the evaluation, results are delivered to and reviewed by the Board. 19 Board Skills and Experience Skills and Experience Arden Bhatt Brimmer Brooke Duke Hass Russell Soistman Soriano Wolf Healthcare or Insurance Industry Experience with and understanding of healthcare or insurance operations and services Regulatory Compliance Experience with and understanding of regulatory compliance in a highly regulated business Technology and Digital Innovation Experience in and understanding of technology and digital innovation Sales and Marketing Experience as product marketing, sales and/or e-commerce executive Strategic Planning Experience with and knowledge of corporate strategy and strategic planning. Public Company Leadership Experience as public company CEO or other public company leadership executive Financial / Accounting Experience as public company CFO, auditor or audit committee financial expert Corporate Governance Experience as public company board, nominating committee, or corporate governance committee member Risk Management / Compliance Experience overseeing business compliance function and/or public company audit/risk committee board member Human Capital / Executive Compensation Experience as public company compensation committee member or human resources executive ‌Stockholder Communications Stockholder Recommendations and Nominations The policy of our Board is to consider recommendations for director candidates from stockholders holding not less than one percent (1%) of the outstanding shares of our common stock continuously for at least twelve months prior to the date of submission of the recommendation. Our Board has established the following procedures by which these stockholders may submit recommendations regarding director candidates: To recommend a candidate for election to the Board, a stockholder meeting the criteria set forth above must notify the Nominating and Corporate Governance Committee by writing to our General Counsel at the following address: General Counsel (Director Recommendation) eHealth, Inc. 9190 Priority Way West Dr. Suite 110 Indianapolis, IN 46240 The stockholder's notice is required to set forth the following information: 20 the candidate's name and home and business contact information; detailed biographical data and relevant qualifications of the candidate; a statement from the recommending stockholder in support of the candidate, particularly within the context of the criteria for Board membership set forth below; information regarding any relationship between the candidate and us; the candidate's written consent to be named in our proxy statement and proxy if selected, and to serve on our Board if elected; evidence of the required ownership of our common stock by the recommending stockholder; and any other information that the stockholder believes is relevant in considering the candidate. A stockholder that instead desires to nominate a person directly for election to the Board at an annual meeting of stockholders must meet applicable requirements, including the deadlines and other requirements set forth in our bylaws. Director Qualifications Our Board believes that it is necessary for each of our directors to possess many qualities, skills and attributes. The Nominating and Corporate Governance Committee is responsible for reviewing with the Board from time to time the appropriate qualities, skills and attributes required of members of our Board in the context of the current make-up of our Board. According to our Corporate Governance Guidelines, the Nominating and Corporate Governance Committee will consider the following in connection with its evaluation of director candidates: the current size, composition and organization of the Board and the needs of the Board and its Committees; such factors as character, integrity, judgment, diversity of experience, race and gender, independence, area of expertise, corporate experience, length of service, potential conflicts of interest and other commitments; and such other factors as the Nominating and Corporate Governance Committee may consider appropriate. The minimum qualifications and skills that each director should possess include (i) strong professional and personal ethics and values, (ii) broad experience at the policy-making level in business, government, education, technology or public interest and (iii) the ability to assist with and make significant contributions to our success. Our Board and Nominating and Corporate Governance Committee review and assess the continued relevance of and emphasis on these factors as part of the Board's periodic self-assessment process and in connection with candidate searches to determine if they are effective in helping to satisfy our goal of creating and sustaining a Board that can appropriately support and oversee the Company's activities. The Nominating and Corporate Governance Committee also evaluated the skills and experience listed under the Board Skills Matrix on page 20, which though not exhaustive, are helpful in ensuring that our directors collectively possess the qualifications necessary for us to execute on our long-term strategic plan. In addition, our Board and Nominating and Corporate Governance Committee believe that it is important that our directors represent diverse viewpoints and consider diversity of experience, skills, background, race and gender in their evaluation of director candidates. During the past five years, our Board has added two women directors, including one who self-identifies as Asian. The Nominating and Corporate Governance Committee evaluates the foregoing factors, among others, and does not assign any particular weight or priority to any of these factors. Identification and Evaluation of Nominees for Director The Nominating and Corporate Governance Committee is responsible for identifying, evaluating and recommending candidates for election to our Board and candidates for filling vacancies on our Board. The Nominating and Corporate Governance Committee may consider bona fide candidates from all relevant sources, including current Board members, professional search firms and other persons. The Nominating and Corporate Governance Committee will also consider bona fide director candidates recommended by stockholders pursuant to the requirements set forth above. The Nominating and Corporate Governance Committee is responsible for evaluating director candidates in light of the Board membership criteria described above, based on all relevant information and materials available to the Nominating and Corporate Governance 21 Committee. This includes information and materials provided by stockholders recommending director candidates, professional search firms and other parties. Stockholder Communication with Directors The Board believes that stockholders should have an opportunity to communicate with the Board. Any communication from a stockholder to the Board generally or to a particular director should be in writing and should be delivered to our General Counsel at our principal executive offices. Each such communication should set forth (i) the name and address of the stockholder, as they appear on our books, and if the stock is held by a nominee, the name and address of the beneficial owner of the stock, and (ii) the class and number of shares of our stock that are owned of record by the record holder and beneficially by such beneficial owner. Our General Counsel will monitor these communications. The General Counsel will, in consultation with appropriate directors as necessary, generally screen out communications from stockholders that are (i) solicitations for products and services, (ii) matters of a personal nature not relevant for stockholders or (iii) matters of a type that render them improper or irrelevant to the functioning of the Board and us. Summaries of appropriate communications will be provided to the Board at each regularly scheduled meeting of the Board. The Board generally meets on at least a quarterly basis. Where the nature of a communication warrants, the General Counsel may determine, in his or her judgment, to obtain the more immediate attention of the appropriate Committee of the Board or an individual director and may consult our independent advisors or management regarding the communication. The General Counsel may decide in the exercise of his or her judgment whether a response to any stockholder communication is necessary. The procedures described above do not apply to communications to non-employee directors from our officers or directors who are stockholders or to stockholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). ‌Stockholder Engagement Overview We believe that long-term stockholder value is supported by ongoing dialogue with our stockholders and the broader investment community. Through our engagement and outreach efforts, we aim to solicit feedback from our investors and understand issues that are important to them, and then regularly communicate that feedback to our senior management and Board. We believe these meetings ensure that management, our Board and our Compensation Committee are aware of our stockholders' priorities and are able to address them as appropriate. Additionally, we proactively communicate with the investment community and our stockholders about our financial performance, operations, and strategic developments through the following: Quarterly earnings releases and calls ✓ Participation in a number of investor conferences with webcast presentations In-person and telephonic meetings with investors and sell side analysts ✓ Proactive outreach to institutional investors from our largest stockholders Webcasts, conference calls, and presentations related to specific ✓ Our annual stockholder meeting that includes a Q&A session developments At our 2025 annual meeting of stockholders, we held a stockholder advisory vote on the compensation of our Named Executive Officers, commonly referred to as a "Say-on-Pay" vote. Our 2025 advisory Say-on-Pay proposal was approved by approximately 87.7% of votes cast at the meeting, which was an improvement from approximately 82.5% of votes cast received on this proposal in 2024. Given the value we place on a continuing dialogue with our stockholders, during 2025 we continued our practice of engaging with stockholders to obtain feedback and stockholder perspectives with respect to our executive compensation program and governance matters. Key Investor Engagement Themes and Overview of Recent Actions 22 ‌Following our annual meeting of stockholders in 2025, we met with five of our institutional investors representing approximately 24% of our outstanding common stock as of September 30, 2025 and gave them opportunities to comment on our executive compensation program and other matters of interest to our stockholders. In addition, we engaged with H.I.G., the holder of all of our outstanding Series A preferred stock, and Mr. Arden, the director nominated by H.I.G., also serves as a member of our Compensation Committee. Internal participants in all or certain of these meetings included members of our Board, our Senior Vice President of Investor Relations & Corporate Development, our then Chief Executive Officer, our current Chief Executive Officer and our Chief Financial Officer. We have taken numerous actions to address matters important to our stockholders. Below we identify key themes recently addressed with our stockholders and highlight related actions the Company has taken. Key Themes What We Heard What We Did Executive Compensation Increased impact of performance executive officer pay outcomes on Our 2026 Annual Bonus Program is more closely aligned with cash flow targets. If the operating cash flow threshold metric of ($10M) is not achieved, bonus payout will be capped at 100% even if we outperform on other target metrics. Governance Board Composition and Size Eliminated the Government and Regulatory Affairs Committee, streamlining the oversight of regulatory risks and reducing associated committee fees. Amended the Equity Award Policy to streamline equity award practices and eliminate functions by eliminating the Equity Incentive Committee, a sub-committee of the Compensation Committee that had not been utilized for some time. Andrea C. Brimmer will not stand for re-election at the upcoming Annual Meeting upon expiration of her term as a Class II director, reducing the size of the Board and associated costs. Board Self-Assessment Implemented additional Board self-assessment procedure to provide enhanced disclosure relating to the board. Stockholder Value Creation Financial Performance Implemented cost reduction initiatives aimed at reducing 2026 operating expense by over $90 million compared to 2025, including a 14% reduction in workforce. Stock Ownership Three out of four executive officers and several other non-executive officers on the senior leadership team purchased stock in 2025 and Q1 2026. We have generally received support and constructive feedback from our stockholders regarding our Compensation Committee's actions, responsiveness and intentions. We believe that our robust dialogue on these and other topics demonstrates our commitment to strong corporate governance and market-based compensation structures. We will continue to regularly engage with our stockholders on compensation matters and will continue to address issues and suggestions received through these stockholder efforts. As our stockholders' views and market practices on executive compensation evolve, our Compensation Committee will continue to evaluate and, when appropriate, make changes to our executive compensation program, ensuring that the program continues to reflect our pay-for-performance compensation philosophy and objectives. 23 ‌Board Function and Leaders hip Board Leadership Structure Our Corporate Governance Guidelines provide that the Board should be free to choose a Chairperson of the Board and/or a lead independent director in any way it deems best for the Company at a given point in time. Our Board recognizes that no single leadership model is right for all companies at all times and periodically reviews its leadership structure as a result. Beth A. Brooke, an independent director, was appointed as Chairperson of the Board in June 2024. The Chairperson of our Board has the following responsibilities: develop the agendas for all meetings of the Board with the Chief Executive Officer; and call special meetings of the independent directors, develop agendas for such meetings and chair all meetings of independent directors. Accordingly, the Chairperson of our Board has the ability to shape the work of our Board. Our Board believes that our current leadership structure promotes the independence of our Board in its oversight of our business affairs and facilitates information flow between management and our Board. ‌Board Meetings Attendance at Board and Committee Meetings in 2025 >75% Number of Board Meetings in 2025 10 Our Board held ten meetings during 2025. Each of our directors serving on the Board during 2025 attended at least 75% of the aggregate of (1) the total number of meetings of the Board held during the period during which he or she has been a director and (2) the total number of meetings held by all committees of our Board ("Committees") on which he or she served during the periods that he or she served. ‌Board Attendance at Annual Meeting of Stockholders Our Board encourages directors to attend our annual meetings of stockholders. All of our nine then-serving directors attended the annual meeting of stockholders held June 18, 2025. ‌Executive Sessions The independent members of our Board meet in executive session without management present on a regular basis. Following the executive sessions, when appropriate, the chairperson of the board (or a lead independent director if the chairperson is not then an independent director) will coordinate feedback from the executive session with the full board, applicable board committees, individual board members, or members of the Company's senior management. ‌The Board's Role in Risk Oversight ‌Oversight of Businesses Strategy and Risk Management The Board takes an active role, as a whole and at the Committee level, in overseeing management of the Company's risks. Our management team regularly informs the Board of significant risks facing the Company and the Company's efforts to understand, manage and mitigate such risks. Strategic risks are overseen by the full Board and the Strategy Committee of the Board. Regulatory risks, previously the responsibility of the Government and Regulatory Affairs Committee, are now overseen by the full Board. Enterprise risk management, financial risks and cybersecurity risks are overseen by the Audit Committee. Risks relating to compensation plans and arrangements are overseen by the Compensation Committee. Risks associated with director independence, potential conflicts of interest, and environmental, social and governance matters are overseen by the Nominating and Corporate Governance Committee. Additional review or reporting on enterprise risks is conducted as needed or as requested by the Board or the appropriate committee. In addition, our Chairperson of the Board 24 further facilitates communication and consideration of matters presenting significant risks through her leadership in Board meetings and by serving as a conduit between our independent directors and our Chief Executive Officer on sensitive issues. ‌Risk Oversight by the Committees of the Board Our Board maintains several standing committees, including the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee and the Government and Regulatory Affairs Committee (which was disbanded on March 18, 2026). Each Committee acts pursuant to a written charter approved by the Board. From time to time, our Board also appoints ad hoc or other committees or sub-committees, such as the Strategy Committee, the Financing Committee and the Equity Incentive Committee, to facilitate decision-making on specialized matters. The charters for the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are available under "Governance" on the Investor Relations page of our website at ir.ehealthinsurance.com . Standing Committees of the Board Audit Committee Members Number of Meetings in Fiscal 2025: 8 Erin L. Russell (Chair) Prama Bhatt Beth A. Brooke A. John Hass, III Key Responsibilities Among other duties, our Audit Committee: appoints an independent registered public accounting firm to serve as independent auditor to audit our financial statements and internal control over financial reporting; discusses the scope and results of the audit with the independent auditor and reviews with management and the independent auditor our interim and year-end operating results; reviews the adequacy of our internal accounting controls and audit procedures; pre-approves all audit and permissible non-audit and tax services to be performed by the independent auditor; prepares the report that the Securities and Exchange Commission requires in our annual proxy statement; reviews our enterprise risk management program, including discussing guidelines and policies governing the process by which management and other persons responsible for enterprise risk management assess and manage the Company's exposure to risk; and reviews and assesses the effectiveness of the Company's policies, procedures and resource commitment in the area of cybersecurity and data protection, as well as risks and exposures associated with cybersecurity, information security and privacy matters. The Audit Committee has the sole authority and direct responsibility for appointing, retaining, evaluating, compensating, overseeing and, where appropriate, terminating and replacing the independent auditor. All audit services and permissible non-audit and tax services, other than de minimis non-audit services, to be provided to us by our independent auditor are approved in advance by our Audit Committee. Audit Committee Independence and Financial Experts Our Board has determined that each member of our Audit Committee meets the requirements for independence of the Nasdaq Stock Market and the Securities and Exchange Commission for audit committee membership. Our Board has also determined that each Audit Committee member meets the financial sophistication requirements of the Nasdaq Stock Market, and that each of Mses. Brooke and Russell is an "audit committee f...

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