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    EHTH   US28238P1093


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EHEALTH, INC. : Change in Directors or Principal Officers (form 8-K)

07/22/2021 | 09:04am EDT
Item 5.02.              Departure of Directors or Certain Officers; Election of Directors;
                        Appointment of Certain Officers; Compensatory Arrangements of Certain

On July 21, 2021, the board of directors (the "Board") of eHealth, Inc. (the "Company") appointed Erin L. Russell as a Class III director. Ms. Russell's addition to the Board was pursuant to the terms of an Agreement, dated May 12, 2021, by and among the Company, Starboard Value LP and certain of its affiliates.

Ms. Russell has served as a member of the board of directors of Kadant Inc., a global supplier of engineered systems, since January 2019, and as a board member of Tivity Health Inc., a leading provider of healthy living, fitness and social engagement solutions, since March 2020. She has also served as an industry advisor of Starboard Value Acquisition Corporation, a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, since August 2020. Previously, she was a principal 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 a member of the school advisory board of St. Thomas Aquinas Catholic School, where she has served since June 2018, and the advisory boards of McIntire School of Commerce and 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 has been named to the audit committee and strategy committee of the Board. Other than as described in this Current Report on Form 8-K, no arrangement or understanding exists between Ms. Russell and any other person pursuant to which she was selected as a director. Furthermore, there are no transactions or currently proposed transactions between Ms. Russell or any member of her 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.

On July 21, 2021, in connection with Ms. Russell's appointment to the Board as a non-employee director and pursuant to the Company's 2014 Equity Incentive Plan, Ms. Russell received an automatic grant of restricted stock units covering 3,374 shares of the Company's common stock. The restricted stock units vest annually over four years from the date of grant.


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