Not independent
Tenure on this board
4.4 yrs
3 nominees · 3 ballot items.
Elect three Class III directors (Clinton P. Jones, Bao Truong, William L. Transier) to serve until 2029; ratify Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2026; and cast an advisory (non-binding) say-on-pay vote to approve the compensation of the Company’s named executive officers.
Elect Clinton P. Jones, Bao Truong, and William L. Transier as Class III Directors to serve three-year terms expiring at the 2029 Annual Meeting.
Ratify the appointment of Ernst & Young LLP as GoHealth’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote asking stockholders to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This advisory proposal asks stockholders to approve, on a non-binding basis, the compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management seeks this advisory endorsement to confirm that its executive pay programs—comprising base salary, annual cash incentives (or retention bonuses as used in 2025), and significant long-term equity awards (time-based and performance-based RSUs and option grants)—are aligned with the Company’s strategic objectives and stockholder interests. The proxy discloses material elements of 2025 compensation, including retention programs instituted due to shifts in the Medicare Advantage landscape, a significant retention and RSU package for the CEO (including a conditional second retention payment that was not paid), and the Compensation Committee’s use of equity to link pay to long-term performance. The vote is expressly non-binding, but the Board and Compensation Committee state they will consider the outcome when designing future programs. The Board recommends a FOR vote, arguing that the programs incentivize long-term value creation, support retention of key executives during a period of strategic change, and incorporate performance-based elements intended to align management pay with shareholder returns. Notable governance context includes the company’s status as a controlled company and recent board composition changes tied to financing and governance arrangements, which may affect perceptions of pay oversight and independence. The Company’s reported "compensation actually paid" has fluctuated materially year-over-year due largely to equity valuation adjustments and the mix of upfront vested awards versus multi-year vesting schedules, which is relevant for investors assessing realized pay versus intended incentives. Because the vote is advisory, a negative outcome would not directly change agreements but would be expected to trigger engagement and potential adjustments to the compensation framework by the Board and Compensation Committee.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Centerbridge Partners, L.P. | 14.26% | 4,179,850 | $6M |
| 2 | PUBLIC SECTOR PENSION INVESTMENT BOARD | 5.73% | 1,680,444 | $3M |
| 3 | REDWOOD CAPITAL MANAGEMENT, LLC | 3.15% | 924,244 | $1M |
| 4 | CDC Financial, Inc. | 2.57% | 753,033 | $1M |
| 5 | BlackRock, Inc. | 0.77% | 226,412 | $342K |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 0.70% | 204,851 | $309K |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 0.64% | 186,762 | $282K |
| 8 | BlackRock, Inc. | 0.43% | 126,902 | $192K |
| 9 | Corient Private Wealth LLC | 0.41% | 119,541 | $181K |
| 10 | STATE STREET CORP | 0.27% | 78,869 | $119K |
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