Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective November 14, 2022, John J. Stelben will join eHealth, Inc. (the
“Company”) as its new senior vice president, chief financial officer of the
Company. Mr. Stelben will succeed Christine Janofsky as the Company’s senior
vice president, chief financial officer. On November 8, 2022, Ms. Janofsky’s
employment with the Company was terminated effective November 11, 2022. In
connection with her departure, Ms. Janofsky did not express any disagreement on
any matter relating to the Company’s operations, policies or practices.
Mr. Stelben, age 61, most recently served as CFO CVS Integration for Aetna from
2017 to 2018. Prior to that, Mr. Stelben served in a number of positions of
increasing responsibility at Aetna, including CFO Government Programs, which
included Medicare, Medicaid and public exchange businesses, from 2013 to 2017.
Mr. Stelben also served in various senior leadership roles at Coventry Health
Care, Inc, for over 18 years. Mr. Stelben is a certified public accountant
(inactive) and holds a B.S. degree in accounting from Fairfield University.
In connection with the appointment of Mr. Stelben as senior vice president and
chief financial officer, the Company entered into an offer letter (the “Offer
Letter”) and a severance agreement (the “Severance Agreement”) with Mr. Stelben.
Pursuant to the Offer Letter, Mr. Stelben’s initial annual base salary is
$500,000 and he is eligible to participate in the Company’s executive bonus
program beginning in 2023 at a target discretionary incentive bonus equal to 75%
of his annual base salary.
The Offer Letter provides for the grant, subject to the approval of the
compensation committee of the board of directors (the “Board”), of a time-based
restricted stock unit award that will cover 375,000 shares of the Company’s
common stock, which award will be subject to vesting over four years, subject to
continued service with the Company through each vesting date and potential
acceleration upon certain terminations of employment. The Offer Letter also
provides for the grant, subject to the approval of the compensation committee of
the Board, of a performance-based restricted stock unit award that will cover
125,000 shares of the Company’s common stock that will be eligible to be earned
based on the Company’s achievement of various levels of thirty calendar-day
average stock price targets (or transaction price targets, in the case of a
change in control), with vesting generally occurring one year following the date
the price threshold is achieved (provided that such price targets are met within
four years of the grant date of the award), subject to Mr. Stelben’s continued
service with the Company through each vesting date and potential acceleration of
vesting upon certain terminations of employment.
Pursuant to the Severance Agreement, if Mr. Stelben is terminated by the Company
“without cause” or if he voluntarily resigns for “good reason” (as such terms
are defined in the Severance Agreement), Mr. Stelben will be entitled to receive
the following severance payment and benefits (subject to his execution of a
standard release of claims): (i) a single lump-sum cash payment (less applicable
withholding taxes) in an amount equal to twelve months of his then-current
annual base salary; and (ii) company-paid group health, dental and vision
benefits for Mr. Stelben and his covered dependents for up to twelve months,
subject to certain conditions. In addition, if Mr. Stelben is terminated by the
Company “without cause” or if he voluntarily resigns for “good reason” during
the one-year period following a change of control (as such term is defined in
the Severance Agreement), then Mr. Stelben will also be entitled to receive the
following severance payment and benefits (subject to his execution of a standard
release of claims): (i) a single lump-sum cash payment (less applicable
withholding taxes) in an amount equal to 100% of his then-current target annual
bonus; and (ii) 100% vesting of any outstanding and unvested time-based equity
awards granted to Mr. Stelben.
There are no family relationships between Mr. Stelben and any director or
executive officer of the Company that require disclosure under Item 401(d) of
Regulation S-K. Other than the Offer Letter and the Severance Agreement, there
are no transactions between Mr. Stelben or any member of his immediate family,
on the one hand, and the Company or any of its subsidiaries, on the other hand,
that require disclosure under Item 404(a) of Regulation S-K. Furthermore, there
are no arrangements or understandings between Mr. Stelben and any other persons
pursuant to which Mr. Stelben was selected as the senior vice president, chief
financial officer of the Company.
The foregoing descriptions of the Offer Letter and Severance Agreement are
summaries only and do not purport to be complete. A copy of the Severance
Agreement will be filed as an exhibit to the Company’s Annual Report on Form
10-K for the year ended December 31, 2022.
Item 7.01 Regulation FD Disclosure.
On November 14, 2022, the Company issued a press release announcing Mr.
Stelben’s appointment and reaffirming its 2022 annual guidance. A copy of such
press release is attached hereto as Exhibit 99.1.
The information in Item 7.01 of this Current Report on Form 8-K and the exhibits
attached hereto are intended to be “furnished” and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
Except as shall be expressly set forth by specific reference in such filing, the
information contained herein and in the accompanying exhibits shall not be
incorporated by reference into any filing with the Securities and Exchange
Commission made by the Company, whether made before or after the date hereof,
regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Press Release of eHealth, Inc. dated November 14, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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