SEC Form DEF 14A filed by GoHealth Inc.

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June 18, 2025

10:00 a.m. Eastern Daylight Time (9:00 a.m. Central Daylight Time)

April 28, 2025

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of GoHealth, Inc. at 10:00 a.m. Eastern Daylight Time (9:00 a.m. Central Daylight Time), on Wednesday, June 18, 2025. The Annual Meeting will be a completely virtual meeting conducted via live webcast. In order to attend the Annual Meeting, vote during the Annual Meeting and submit questions, you must go to www.virtualshareholdermeeting.com/GOCO2025 and enter the 16-digit control number found in your proxy materials.

The Notice of Meeting and Proxy Statement on the following pages describe the matters to be presented and voted on at the Annual Meeting. Please see the section called “Who can attend the Annual Meeting?” on page 48 of the Proxy Statement for more information about how to attend the Annual Meeting online.

Whether or not you attend the Annual Meeting online, it is important that your shares be represented and voted at the Annual Meeting. Therefore, we urge you to promptly vote and submit your proxy by phone, via the Internet, or, if you received paper copies of these materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. If you have previously received our Notice of Internet Availability of Proxy Materials, then instructions regarding how you can vote are contained in that notice. If you have received a proxy card, then instructions regarding how you can vote are contained on the proxy card. If you decide to attend the Annual Meeting, you will be able to vote online, even if you have previously submitted your proxy.

Thank you for your support.

 

Items of Business:

Record Date: Only stockholders of record at the close of business on April 21, 2025 will be entitled to receive notice and to vote at the meeting.

Your vote is important to us. Please execute your proxy promptly.

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of GoHealth, Inc. of proxies to be voted at our Annual Meeting of Stockholders to be held on Wednesday, June 18, 2025 (the “Annual Meeting”), at 10:00 a.m. Eastern Daylight Time (9:00 a.m. Central Daylight Time), and at any continuation, postponement, or adjournment thereof. The Annual Meeting will be a completely virtual meeting conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/GOCO2025 and entering your 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials.

Holders of record of outstanding shares of capital stock, subject to the GoHealth Holdings, LLC Agreement, comprised of shares of our Series A Convertible Perpetual Preferred Stock (“Series A Preferred Stock”), Class A common stock, $0.0001 par value per share, and our Class B common stock, $0.0001 par value per share (together, our “common stock”), as of the close of business on April 21, 2025 (the “Record Date”), will be entitled to notice of and to vote at the Annual Meeting and any continuation, postponement, or adjournment thereof, and will vote together as a single class on all matters presented at the Annual Meeting. As of the Record Date, there were 50,000 shares of Series A Preferred Stock, 11,083,440 shares of Class A common stock and 12,623,288 shares of Class B common stock outstanding and entitled to vote at the Annual Meeting. Holders of the Series A Preferred Stock vote as a single class with the holders of Class A common stock (and any other classes as applicable) based upon the number of Class A common stock shares that would be granted upon conversion as of the Record Date and subject to the voting cap noted below. As of the Record Date, the Series A Preferred Stock were convertible into 5,810,853 shares of Class A common stock; however, the voting interests of the two holders of Series A Preferred Stock is capped at 9.99% and 4.99% pursuant to the Certificate of Designation. Each share of Class A common stock and Class B common stock, subject to the GoHealth Holdings, LLC Agreement, is entitled to one vote on any matter presented to stockholders at the Annual Meeting.

This Proxy Statement and the Company’s Annual Report to Stockholders for the year ended December 31, 2024 (the “2024 Annual Report”) will be released on or about April 28, 2025 to our stockholders on the Record Date.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON WEDNESDAY, JUNE 18, 2025

This Proxy Statement and our 2024 Annual Report to Stockholders are available at http://www.proxyvote.com/

At the Annual Meeting, our stockholders will be asked:

We know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the stockholders for a vote at the Annual Meeting, however, the proxy holders named on the Company’s proxy card will vote your shares in accordance with their best judgment.

The Board of Directors of the Company (the “Board of Directors” or the “Board”) recommends that you vote your shares as indicated below. If you return a properly completed proxy card, or vote your shares by telephone or via the Internet, your shares of common stock will be voted on your behalf as you direct. If not otherwise specified, the shares of common stock represented by the proxies will be voted, and the Board of Directors recommends that you vote:

 

We currently have nine (9) directors on our Board. The Board has nominated three (3) Class II Directors, Brandon M. Cruz, Alan Wheatley, and Abhiraj R. Modi, to be elected to the Board at the Annual Meeting. If elected by our stockholders, each nominee will serve a three-year term expiring at the Annual Meeting of Stockholders to be held in 2028. Each director will hold office until such director’s respective successor is elected and qualified or until each such director’s earlier death, resignation or removal.

As set forth in our Amended and Restated Certificate of Incorporation, the Board of Directors is currently divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. The current class structure is as follows: Class I, whose term will expire at the 2027 Annual Meeting; Class II, whose term will expire at the Annual Meeting and whose subsequent term will expire at the 2028 Annual Meeting; and Class III, whose term will expire at the 2026 Annual Meeting. The current Class I Directors are Alexander Timm, David Fisher and Vijay Kotte; the current Class II Directors are Brandon M. Cruz, Alan Wheatley and Abhiraj R. Modi; and the current Class III Directors are Clinton P. Jones, Jeremy W. Gelber and Dr. Karoline H. Hilu.

Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws provide that the authorized number of directors may be changed from time to time by the Board of Directors. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our Board of Directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our Company. Our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds of our outstanding voting stock entitled to vote in the election of directors.

In connection with the IPO of our Class A common stock in July 2020, we entered into a Stockholders Agreement between the Company and certain stockholders of the Company, including Centerbridge and NVX Holdings (the “Stockholders Agreement”). As a result of the Stockholders Agreement and the aggregate voting power of the parties to the Agreement, we expect that the parties to the Agreement acting in conjunction will control the election of directors at GoHealth. For more information, see “Corporate Governance-Stockholders Agreement.”

If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of common stock represented thereby for the election as Class II Directors of the persons whose names and biographies appear below. In the event that any of Mr. Cruz, Mr. Wheatley, and Mr. Modi should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board of Directors, or the Board may elect to reduce its size. The Board of Directors has no reason to believe that any of Mr. Cruz, Mr. Wheatley, or Mr. Modi will be unable to serve if elected. Each of Mr. Cruz, Mr. Wheatley, and Mr. Modi has consented to being named in this Proxy Statement and to serve if elected.

The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the nominees receiving the highest number of affirmative “FOR” votes will be elected as Class II Directors.

Votes withheld and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

The current members of the Board of Directors who are also nominees for election to the Board of Directors as Class II Directors are as follows:

The principal occupations and business experience of each Class II Director nominee for election at the Annual Meeting are as follows:

Brandon M. Cruz is the Co-Founder of GoHealth, Inc. and Co-Chairman of GoHealth, Inc.’s Board of Directors. He served as GoHealth, Inc.’s Chief Strategy Officer and Special Advisor to the Executive Team from 2020 to 2022. Prior to this role, he served as President of GoHealth, Inc. since its founding in 2001 until 2020. He has also been a member of GoHealth, Inc.’s Board of Directors since 2020, as well as serving on the board of managers of GoHealth, Inc.’s predecessor since its founding. He has also served as a member of GoHealth Holdings, LLC’s board of managers since 2019. He serves on the board of directors of HealthJoy, LLC, a private health tech company, and on the board of directors of EV3 Global LLC, a private technology company. Mr. Cruz holds a Bachelor of Science degree in Management Information Systems from Miami University and is a member of the Miami University Business Advisory Council. We believe Mr. Cruz is qualified to serve on GoHealth, Inc.’s Board of Directors due to his extensive experience in the insurance industry and his knowledge of our business, gained through his services as our co-founder and Chief Strategy Officer and Special Advisor to the Executive Team.

Alan Wheatley has served as a member of GoHealth, Inc.’s Board of Directors since July 9, 2024. Mr. Wheatley most recently served as the President of Medicare and Medicaid for Humana Inc. (NYSE: HUM), a provider of medical and specialty insurance products, from September 1991 to December 2022. He currently serves as a director and advisor to various healthcare companies, including as Executive Chairman of the Board at Cano Health since June 2024, Executive Chairman of the Board of Sevita since February 2020, a Director of Evergreen Nephrology since February 2023, and a Director of Help at Home, a senior home care provider, since October 2022. Mr. Wheatley earned a bachelor’s degree in business administration from the University of Kentucky and an M.B.A. from the University of Louisville. We believe Mr. Wheatley is qualified to serve on GoHealth, Inc.’s Board of Directors due to his substantial experience in the insurance industry, extensive knowledge of the Medicare sector, and years of leadership experience.

Abhiraj R. Modi has served as a member of GoHealth, Inc.’s Board of Directors since July 9, 2024. Mr. Modi has worked at Centerbridge, a multi-strategy investment firm since, July 2013, where he has served as a Managing Director since 2022, and as a Principal from 2017 to 2021. He currently serves as a Director of Cascade Financial Holdings, LLC. Prior to joining Centerbridge, Mr. Modi was an Analyst in the Mergers and Acquisitions Advisory Group at The Blackstone Group L.P. from July 2011 to June 2013. Mr. Modi earned a B.S.E. from the Fisher Management Technology Platform at the Wharton School of the University of Pennsylvania, and a B.A.S. from The School of Engineering and Applied Science at the University of Pennsylvania. We believe Mr. Modi is qualified to serve on GoHealth, Inc.’s Board of Directors due to his broad financial knowledge and experience.

The current members of the Board of Directors who are Class I Directors are as follows:

The principal occupations and business experience, for at least the past five years, of each Class I Director are as follows:

Alexander Timm has served as a member of GoHealth, Inc.’s Board of Directors since 2020 and as a member of GoHealth Holdings, LLC’s board of managers since 2020. Since 2015, Mr. Timm has served as the Chief Executive Officer and a member of the Board of Directors of Root, Inc. (Nasdaq: ROOT), an insurance company, which he co-founded that same year. Additionally, from 2011 to 2015, Mr. Timm worked at Nationwide Insurance as a senior consultant in corporate strategy. Mr. Timm holds a Bachelor of Science degree in Business Administration and a Bachelor of Arts degree in Actuarial Studies, Accounting and Mathematics from Drake University. We believe Mr. Timm is qualified to serve on GoHealth, Inc.’s Board of Directors due to his extensive insurance industry experience, as well as his success in the entrepreneurial, technology, and data science industries.

David Fisher has served as a member of GoHealth, Inc.’s Board of Directors since 2022. Since January 2013, Mr. Fisher has served as Chief Executive Officer and President, and since November 2014 as Chairman of the Board of Directors, of Enova International, Inc. (NYSE: ENVA) (“Enova”), a leading technology and analytics company focused on online financial services. Prior to joining Enova, Mr. Fisher served as the Chief Executive Officer and member of the Board of Directors of optionsXpress Holdings, Inc. (“optionsXpress”), during which time he spearheaded the company’s sale to Charles Schwab Corporation. Before joining optionsXpress, he held Chief Financial Officer positions at Potbelly Sandwich Works and Prism Financial Corporation. Mr. Fisher also currently serves as a director of FRISS, a global provider of fraud and risk solutions for property and casualty insurers, since 2019. He formerly served as a director of Fathom Digital Manufacturing Corp. (NYSE: FATH), a provider of dynamic advanced manufacturing services, from 2021 to 2024, GrubHub Inc., a leading online and mobile food-ordering company, from 2012 to 2021, Just Eat Takeaway.com, an online food ordering and delivery company, from 2021 to 2022 and Innerworkings, Inc., a global print management firm, from 2012 to 2019. Mr. Fisher holds a Bachelor of Science degree in finance with high honors from the University of Illinois at Urbana-Champaign and a juris doctor, Magna Cum Laude, from the Northwestern University School of Law. Mr. Fisher’s extensive business and leadership experience with large companies, along with his vast knowledge and experience in financial matters, make him well qualified to serve as a director and as Chair of the Audit Committee.

Vijay Kotte joined GoHealth, Inc. as Chief Executive Officer in 2022. Mr. Kotte brings more than two decades of experience developing and transforming innovative healthcare models and Medicare-focused platforms at public and private ventures. Prior to GoHealth, Mr. Kotte served as Chief Solutions Officer and Executive Vice President, Strategy and Corporate Development at R1 RCM Inc. (“R1”) (Nasdaq: RCM), a healthcare revenue cycle management company, from 2019 to 2022. In this role, he was responsible for R1’s physician-focused operations, including growth, product development, and strategic initiatives. Prior to R1, Mr. Kotte was the Chief Value Officer for DaVita Medical Group, one of the nation’s leading independent medical groups that operates medical clinics providing primary and specialist care, from 2014 to 2019 and, prior to that, Mr. Kotte served in various financial and operational roles with various entities in the healthcare industry. Mr. Kotte holds a Bachelor’s degree in Business Administration with a focus on Finance and Organizational Management from Emory University and an MBA from the Kellogg School of Management, Northwestern University. Mr. Kotte’s experience in innovative healthcare models, public company financial operations, strategy and leadership make him well qualified to serve as a director of GoHealth, Inc.

The current members of the Board of Directors who are Class III Directors are as follows:

The principal occupations and business experience, for at least the past five years, of each Class I Director are as follows:

Clinton P. Jones is the Co-Founder of GoHealth, Inc. and Co-Chairman of GoHealth, Inc.’s Board of Directors. He served as GoHealth, Inc.’s Chief Executive Officer from GoHealth, Inc.’s founding in 2001 until 2022. He has also been a member of GoHealth, Inc.’s Board of Directors since 2020, as well as serving on the board of managers of GoHealth, Inc.’s predecessor since its founding in 2001. He has also served as a member of GoHealth Holdings, LLC’s board of managers since 2019. He also serves as a member of the board of directors of Bridge Legal, a legal software provider, Bridge Ventures, a venture capital firm, and Rezilient Health, a private healthcare company. From June 2000 to January 2001, Mr. Jones served as Intranet Market Manager for Holt Value, a former division of Credit Suisse Group AG. Mr. Jones holds Bachelor of Science degrees in both Marketing and Management Information Systems from Miami University. We believe Mr. Jones is qualified to serve on GoHealth, Inc.’s Board of Directors due to his extensive experience in the insurance industry and his knowledge of our business, gained through his services as our co-founder and Chief Executive Officer.

Jeremy W. Gelber has served as a member of GoHealth, Inc.’s Board of Directors since 2020 and as a member of GoHealth Holdings, LLC’s board of managers since 2019. Mr. Gelber has been a Senior Managing Director of Centerbridge since 2018, a multi-strategy private investment firm, where he focuses on investments in the healthcare sector, and also serves as a member of the boards of directors of Civitas Solutions, Inc., a provider of home- and community-based health and human services, Help at Home, a senior home care provider, Medical Solutions LLC, a provider of workforce solutions in the healthcare industry, and Specialty 1 Partners, a dental surgical specialty platform. Prior to joining Centerbridge, Mr. Gelber was a Partner at Pamplona Capital, a private equity firm, from 2013 to 2018, and also served as Executive Director in the Healthcare Investment Banking Division at Morgan Stanley from 2006 until 2013. Mr. Gelber holds a Bachelor of Science degree from Dartmouth College and a Doctor of Medicine degree from Jefferson Medical College. We believe Mr. Gelber is qualified to serve on GoHealth, Inc.’s Board of Directors due to his knowledge of the healthcare industry, broad financial expertise and many years of leadership experience.

Dr. Karoline H. Hilu has served as a member of GoHealth, Inc.’s Board of Directors since 2023. Dr. Hilu currently serves as an independent director and advisor to several high-growth public and private health tech companies, including HealthJoy, LLC, a private health tech company, since 2021. She was the founding Chief Executive Officer of Emsana Health, Inc., a value-based purchasing start-up, from May 2020 to December 2020, as well as Chief Strategy Officer of Crossover Health, a pioneer in the tech-enabled direct primary care industry from 2015 to 2020. She started her career in corporate strategy at The Advisory Board Company and in healthcare investing at HLM Venture Partners and Merrill Lynch. Dr. Hilu earned a bachelor’s degree from Harvard University and an MD and an MBA in Finance and Accounting from the University of Chicago. Dr. Hilu’s extensive experience in both strategy and the healthcare field, specifically in growth and technology areas, along with her leadership experiences make her well-positioned to serve as a director.

Our Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. Our Board has directed that this appointment be submitted to our stockholders for ratification at the Annual Meeting. Although ratification of our appointment of Ernst & Young LLP is not required, we value the opinions of our stockholders and believe that stockholder ratification of our appointment is a good corporate governance practice.

Ernst & Young LLP also served as our independent registered public accounting firm for the fiscal year ended December 31, 2024. Neither the accounting firm nor any of its members has any direct or indirect financial interest in or any connection with us in any capacity other than as our auditors, providing audit and non-audit related services. A representative of Ernst & Young LLP is expected to attend the 2025 Annual Meeting and to have an opportunity to make a statement and be available to respond to appropriate questions from stockholders.

In the event that the appointment of Ernst & Young LLP is not ratified by the stockholders, the Audit Committee will consider this fact when it appoints the independent registered public accounting firm for the fiscal year ending December 31, 2025. Even if the appointment of Ernst & Young LLP is ratified, the Audit Committee retains the discretion to appoint a different independent registered public accounting firm at any time if it determines that such a change is in the best interest of the Company.

This proposal requires the affirmative vote of the holders of a majority of the votes cast. Abstentions are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal. Because brokers have discretionary authority to vote on the ratification of the appointment of Ernst & Young LLP, we do not expect any broker non-votes in connection with this proposal.

The Audit Committee and the Board of Directors unanimously recommend a vote “FOR” the Ratification of the Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2025.

The Audit Committee has reviewed the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2024 and has discussed these financial statements with management and the Company’s independent registered public accounting firm. The Audit Committee has also received from, and discussed with, the Company’s independent registered public accounting firm various communications that such independent registered public accounting firm is required to provide to the Audit Committee, including the matters required to be discussed by statement on Auditing Standards No. 1301, as adopted by the Public Company Accounting Oversight Board (“PCAOB”) and pursuant to applicable U.S. Securities and Exchange Commission (“SEC”) regulations.

The Company’s independent registered public accounting firm also provided the Audit Committee with a formal written statement required by PCAOB Rule 3526 (Communications with Audit Committees Concerning Independence) describing all relationships between the independent registered public accounting firm and the Company, including the disclosures required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence. In addition, the Audit Committee discussed with the independent registered public accounting firm its independence from the Company.

Based on its discussions with management and the independent registered public accounting firm, and its review of the representations and information provided by management and the independent registered public accounting firm, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

David Fisher (Chair)

Karoline H. Hilu, M.D.

Alexander Timm

The following table summarizes the fees of Ernst & Young LLP, our independent registered public accounting firm, billed to us for each of the last two fiscal years for audit services and other services:

Audit fees consist of all professional services rendered in connection with (a) the audit of our annual consolidated financial statements, (b) the reviews of our quarterly consolidated financial statements, and (c) consents and review of other documents filed with the SEC.

Audit-related fees consist of professional services rendered in connection with the audit of our 401(k) retirement plan.

Tax fees consist of tax compliance preparation services.

All other fees consist of services not captured in the audit or audit-related categories.

The Audit Committee has adopted a policy (the “Pre-Approval Policy”) that sets forth the procedures and conditions pursuant to which audit and non-audit services proposed to be performed by the independent registered public accounting firm may be pre-approved. The Pre-Approval Policy generally provides that we will not engage Ernst & Young LLP to render any audit, audit-related, tax or permissible non-audit service unless the service is either (i) explicitly approved by the Audit Committee (“specific pre-approval”) or (ii) entered into pursuant to the pre-approval policies and procedures described in the Pre-Approval Policy (“general pre-approval”). Unless a type of service to be provided by Ernst & Young LLP has received general pre-approval under the Pre-Approval Policy, it requires specific pre-approval by the Audit Committee or by a designated member of the Audit Committee to whom the committee has delegated the authority to grant pre-approvals. Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-approval. For both types of pre-approval, the Audit Committee will consider whether such services are consistent with the SEC’s rules on auditor independence. The Audit Committee will also consider whether the independent registered public accounting firm is best positioned to provide the most effective and efficient service, for reasons such as its familiarity with the Company’s business, people, culture, accounting systems, risk profile and other factors, and whether the service might enhance the Company’s ability to manage or control risk or improve audit quality. All such factors will be considered as a whole, and no one factor should necessarily be determinative. On a periodic basis, the Audit Committee reviews and generally pre-approves the services (and related fee levels or budgeted amounts) that may be provided by Ernst & Young LLP without first obtaining specific pre-approval from the Audit Committee. The Audit Committee may revise the list of general pre- approved services from time to time, based on subsequent determinations.

Pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are providing our stockholders an opportunity to cast an advisory vote to approve of the compensation of our “named executive officers” (or “NEOs”), as disclosed in this Proxy Statement.

As described in detail under the heading “Executive Compensation” in this Proxy Statement, our executive compensation programs are designed to align compensation to business strategy and outcomes that deliver value to stockholders; reward high-performing individuals; and assure compensation is competitive in the relevant employment marketplace to support the attraction, motivation and retention of executive talent. Please read the compensation tables and the related narrative disclosure contained in this Proxy Statement for additional details about our executive compensation programs, including information about the fiscal year 2024 compensation of our NEOs.

We are asking our stockholders to indicate their support for our NEO compensation as described in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our NEOs’ compensation. This vote is not intended to address any specific type of compensation, but rather the overall compensation of our NEOs and policies and practices described in this Proxy Statement. Accordingly, our Board of Directors recommends that our stockholders vote “FOR” the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion that accompanies the compensation tables, is hereby APPROVED.”

The Say-on-Pay Vote is advisory, and therefore not binding on the Company, the Compensation Committee or our Board of Directors. However, we value stockholders’ opinions, and we will consider the outcome of the Say-on-Pay Vote when determining future executive compensation programs. The Board has decided to include a say-on-pay vote in our proxy statement on an annual basis until the next required advisory vote on the frequency of future say-on-pay votes.

The Board of Directors unanimously recommends a vote “FOR” the approval, on an advisory basis, of the compensation of our NEOs.

We are asking our stockholders to approve the second amendment to the 2020 Incentive Award Plan, as amended (the “2020 Plan”), to increase the number of shares authorized and available for issuance under the 2020 Plan by 225,000 shares (the “Plan Amendment”). The 2020 Plan makes certain shares of Company Class A common stock (“Class A Shares”) available to the Company to issue to employees as an incentive for outstanding performance. We believe issuing Class A Shares to the employees as part of their compensation helps to align the interests of employees with that of the stockholders. The 2020 Plan permits Class A Shares to be issued in the form of stock options, stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”) or other similar awards. The 2020 Plan provides that 431,023 Class A Shares, after reflecting the impact of our November 2022 1-for-15 reverse stock split (the “Reverse Stock Split”) would initially be made available for issuance pursuant to the 2020 Plan. In 2022, our stockholders approved an amendment to the 2020 Plan (the “2022 Amendment”) to increase the number of Class A Shares available under the 2020 Plan by 684,507 Class A Shares, after reflecting the impact of the Reverse Stock Split. In addition, at the beginning of each calendar year beginning in 2021, additional shares may be added to the 2020 Plan in an amount equal to 5% of the Class A Shares outstanding as of the last day of the previous fiscal year (the “Original Annual Evergreen”). As a result of the Original Annual Evergreen, 280,651 Class A shares were added under the 2021 Original Annual Evergreen and 384,967 Class A shares were added under the 2022 Original Annual Evergreen, in each case, after reflecting the impact of the Reverse Stock Split. Following the 2022 Amendment, at the beginning of each calendar year beginning in 2023, additional shares may be added to the 2020 Plan in an amount equal to 5% of the Class A Shares and Class B common stock (“Class B Shares”) outstanding as of the last day of the previous fiscal year (the “Annual Evergreen”). As a result of the Annual Evergreen, 1,099,888 Class A Shares were added under the 2023 Annual Evergreen, 1,123,218 Class A Shares were added under the 2024 Annual Evergreen and 1,150,198 Class A Shares were added under the 2025 Annual Evergreen, in each case, after reflecting the impact of the Reverse Stock Split. A total of 5,154,452 Class A shares are authorized under the 2020 Plan, after reflecting the impact of the Reverse Stock Split.

As of April 21, 2025, there were 55,342 Class A Shares that remained available for future issuances under the 2020 Plan. Given the limited number of shares that currently remain available under the 2020 Plan, the Board and management believe it is important that the Plan Amendment be approved in order to maintain the Company’s ability to attract and retain key personnel and continue to provide them with strong incentives to contribute to the Company’s future success and to further align their interests with stockholder interests. In addition, as noted below, the Company expects to grant a RSU award to Mr. Vijay Kotte, our Chief Executive Officer, pursuant to the terms of an amendment to his employment agreement entered into with the Company on April 1, 2025. Under the employment agreement amendment, Mr. Kotte is eligible to receive a 2025 annual grant of RSUs equal to $5,000,000, with the number of shares subject to the 2025 annual grant determined by the closing price of the Company’s stock on April 1, 2025 and issued in two parts: (a) a RSU award with respect to 185,000 shares of Company common stock, with a grant date of April 1, 2025 and which was issued to Mr. Kotte, and (b) a RSU award in an amount necessary to equal $5,000,000 (when subtracting the value of the 185,000 RSUs issued on April 1, 2025), with a grant date on or around July 1, 2025, subject to approval of an increase in the available shares under the 2020 Plan at the Annual Meeting. As noted below, the Company expects that the RSU grant to Mr. Kotte will be with respect to 218,551 shares of Company common stock.

The Company has 23,706,728 shares of outstanding common stock with 11,083,440 shares of stock being in the form of Class A Shares and 12,623,288 shares of stock being in the form of Class B Shares. The Board has determined it would be appropriate and beneficial to the Company and in the best interests of the Company’s stockholders to increase the number of Class A Shares available under the 2020 Plan by 225,000 Class A Shares, with 218,551 shares of the increase intended to be granted to Mr. Kotte pursuant to the terms of his amended employment agreement.

The 2020 Plan became effective prior to the IPO. A summary of the material features of the 2020 Plan, as proposed to be amended by the Plan Amendment (the “Amended Plan”), is provided below. The summary is qualified in its entirety by, and made subject to, the complete text of the 2020 Plan (as proposed to be amended by the Plan Amendment) attached as Appendix A to this proxy statement.

Eligibility. Our employees, consultants and directors, and the employees and consultants of our parents and affiliates, will be eligible to receive awards under the Amended Plan. As of April 21, 2025, approximately 1,825 employees of us and our parents and affiliates and all eight of our non-employee directors are eligible to participate in the Amended Plan if selected by the plan administrator for participation. While consultants are eligible to participate in the Amended Plan, the Company does not have a practice of granting equity awards to its consultants, and, at this time, does not foresee changing this practice.

Administration. The Amended Plan is administered by our Board with respect to awards to non-employee directors and by our Compensation Committee with respect to other participants, each of which may delegate its duties and responsibilities to committees of our directors and/or officers (referred to collectively as the “plan administrator” below), subject to certain limitations that may be imposed under the Amended Plan, Section 16 of the Exchange Act, and/or stock exchange rules, as applicable. The plan administrator has the authority to make all determinations and interpretations under, prescribe all forms for use with, and adopt rules for the administration of, the Amended Plan, subject to its express terms and conditions. The plan administrator also sets the terms and conditions of all awards under the Amended Plan, including any vesting and vesting acceleration conditions.

Limitation on Awards and Shares Available. A total of 431,023 Class A Shares, adjusted to reflect the impact of the Reverse Stock Split, were initially available for issuance under the 2020 Plan. In 2022, our stockholders approved an amendment to the 2020 Plan to increase the number of Class A Shares available under the 2020 Plan by 684,507 Class A Shares. The number of shares available for issuance is scheduled to be increased by an annual increase on January 1 of each calendar year beginning in 2021 and ending in and including 2030, equal to the lesser of (A) 5% of the sum of the Class A Shares outstanding on the final day of the immediately preceding fiscal year and (B) a smaller number of shares as determined by our Board. As a result of the Original Annual Evergreen, 280,651 Class A shares were added under the 2021 Original Annual Evergreen and 384,967 Class A shares were added under the 2022 Original Annual Evergreen, in each case, after reflecting the impact of the Reverse Stock Split. Following the 2022 Amendment, at the beginning of each calendar year beginning in 2023, additional shares may be added to the 2020 Plan in an amount equal to 5% of the Class A Shares and Class B Shares outstanding as of the last day of the previous fiscal year. As a result of the Annual Evergreen, 1,099,888 Class A Shares were added under the 2023 Annual Evergreen, 1,123,218 Class A Shares were added under the 2024 Annual Evergreen and 1,150,198 Class A Shares were added under the 2025 Annual Evergreen, in each case, after reflecting the impact of the Reverse Stock Split. A total of 5,154,452 Class A shares are authorized under the 2020 Plan, after reflecting the impact of the Reverse Stock Split. As noted above, the Board has determined that it would be appropriate and beneficial to the Company to increase the number of Class A Shares available under the 2020 Plan by another 225,000 Class A Shares, for a total number of authorized shares under the Amended Plan equal to 5,379,452, with 218,551 shares of the increase intended to be granted to Mr. Kotte pursuant to the terms of his amended employment agreement.

The Amended Plan has a limit on the number of shares of Class A common stock that may be issued upon the exercise of incentive stock options. Shares available under the Amended Plan may be authorized but unissued shares, shares purchased on the open market or treasury shares.

If any shares subject to an award under the Amended Plan are forfeited, expire, are converted to shares of another entity in connection with certain corporate events, are surrendered pursuant to an “exchange program” (as described below) or if such award is settled for cash, any shares subject to such award may, to the extent of such forfeiture, expiration or cash settlement, be used again for new grants under the Amended Plan. However, the following shares may not be used again for grant under the Amended Plan: (i) shares tendered or withheld to satisfy the exercise price or tax withholding obligations associated with an award; (ii) shares subject to a stock appreciation right, or SAR, or other stock-settled award that are not issued in connection with the stock settlement of the SAR or other stock-settled award on its exercise; and (iii) shares purchased on the open market with the cash proceeds from the exercise of options.

Awards granted under the Amended Plan upon the assumption of, or in substitution for, outstanding equity awards previously granted by an entity in connection with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or stock, will not reduce the shares available for grant under the Amended Plan.

The Amended Plan provides that the sum of any cash compensation and the aggregate grant date fair value (determined as of the date of the grant under ASC 718 or any successor thereto) of all awards granted to a non-employee director pursuant to the Amended Plan as compensation for services as a non-employee director during any calendar year shall not exceed the amount equal to $500,000 (with such amount increased to $750,000 for the calendar year of a non-employee director’s initial service). The plan administrator may make exceptions to this limit for individual non-employee directors in extraordinary circumstances, as the plan administrator may determine in its discretion, provided that the non-employee director receiving such additional compensation may not participate in the decision to award such compensation or in other contemporaneous compensation decisions involving non-employee directors.

As of April 21, 2025, the closing stock price of a Class A Share as reported on NASDAQ was $10.63 per share.

Awards. The Amended Plan provides for the grant of stock options, including incentive stock options, or ISOs, and nonqualified stock options, or NSOs, restricted stock, dividend equivalents, RSUs, other stock-based awards, SARs, and cash awards. Certain awards under the Amended Plan may constitute or provide for a deferral of compensation, subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), which may impose additional requirements on the terms and conditions of such awards. All awards under the Amended Plan will be set forth in award agreements, which will detail all terms and conditions of the awards, including any applicable vesting and payment terms and post-termination exercise limitations. Awards other than cash awards generally will be settled in shares of our Class A Shares, but the plan administrator may provide for cash settlement of any award.

A brief description of each award type follows.

Certain Transactions and Adjustments. The plan administrator has broad discretion to take action under the Amended Plan, as well as make adjustments to the terms and conditions of existing and future awards, to prevent the dilution or enlargement of intended benefits and facilitate necessary or desirable changes in the event of certain transactions and events affecting our common stock, such as stock dividends, stock splits, mergers, acquisitions, consolidations and other corporate transactions. In addition, in the event of certain non-reciprocal transactions with our stockholders known as “equity restructurings,” the plan administrator will make equitable adjustments to the Amended Plan and outstanding awards. In the event of a “change in control” (as defined in the Amended Plan), to the extent that the surviving entity declines to continue, convert, assume or replace outstanding awards, the plan administrator may terminate any or all such awards in exchange for cash, rights or other property or may cause any or all such awards to become fully exercisable immediately prior to the transaction and all applicable forfeiture restrictions to lapse. In the case of any award so exercisable in lieu of assumption or substitution, the plan administrator shall provide notice that such awards will remain fully exercisable for fifteen (15) days after the date the plan administrator provides such notice (contingent upon the occurrence of the change in control) and that such awards shall terminate at the end of such period. In the event an outstanding award is assumed or substituted for an equivalent award in connection with a change in control and the holder of such award terminates employment without “cause” (as such term is defined in the sole

discretion of the plan administrator or as set forth in the award agreement relating to such award) upon or within the 12 months following the change in control, then such award will become fully vested and exercisable upon such termination of employment. Individual award agreements may provide for additional accelerated vesting and payment provisions.

In addition, the plan administrator has discretion, without stockholder approval, to institute and determine the terms and conditions of an exchange program, which is a program under which outstanding awards may be surrendered or cancelled in exchange for awards of the same type (which may have higher or lower exercise prices and different terms), awards of a different type, and/or cash, under which participants have the opportunity to transfer outstanding awards to a financial institution or other person or entity selected by the plan administrator, or under which the exercise price of an outstanding award may be reduced or increased.

Foreign Participants, Claw-Back Provisions, Transferability, and Participant Payments. The plan administrator may modify award terms, establish subplans and/or adjust other terms and conditions of awards, subject to the share limits described above, in order to facilitate grants of awards subject to the laws and/or stock exchange rules of countries outside of the United States. All awards will be subject to the provisions of any claw-back policy implemented by our company to the extent set forth in such claw-back policy and/or in the applicable award agreement. With limited exceptions for estate planning, domestic relations orders, certain beneficiary designations and the laws of descent and distribution, awards under the Amended Plan are generally non-transferable, and are exercisable only by the participant. With regard to tax withholding, exercise price and purchase price obligations arising in connection with awards under the Amended Plan, the plan administrator may, in its discretion, accept cash or check, provide for net withholding of shares, allow Class A Shares that meet specified conditions to be repurchased, allow a “market sell order” or such other consideration as it deems suitable.

Plan Amendment and Termination. Our Board may amend or terminate the Amended Plan at any time; however, except in connection with certain changes in our capital structure, stockholder approval will be required for any amendment that increases the number of shares available under the Amended Plan. No award may be granted pursuant to the Amended Plan after the tenth anniversary of the date on which our Board initially adopted the Plan.

In general, the number of stock options or other forms of award that will be granted under the Amended Plan is not currently determinable. Although future benefits cannot be determined, on April 1, 2025, Mr. Kotte entered into an amendment to his employment agreement with the Company which provides for, among other things, a grant of RSUs subject to stockholder approval of the Plan Amendment at the Annual Meeting. The number of units subject to the RSU award was determined based on our stock price as of April 1, 2025, and the grant will be issued to Mr. Kotte on or around July 1, 2025 following the approval of the Plan Amendment. In the event our stockholders do not approve the Plan Amendment, the RSU awards set forth below will not be granted.

The following table shows information regarding the RSU award determined on April 1, 2025 and which will be granted under the Amended Plan, subject to stockholder approval of the Plan Amendment. This grant is expressly made subject to stockholder approval of the Plan Amendment at the Annual Meeting.

Information regarding awards granted in 2024 under the 2020 Plan to the Named Executive Officers is provided in the “2024 Summary Compensation Table.” Information regarding awards granted in 2024 under the 2020 Plan to non-employee directors is provided in the “2024 Director Compensation” table.

The following table sets forth the number of stock options and RSUs granted over the lifetime of the 2020 Plan to the individuals and groups as indicated as of April 21, 2025. No other equity awards have been granted under the 2020 Plan since its inception.

Except as otherwise reported in the table above with respect to Brandon Cruz, and in the employee category, in the case of Clint Jones during his tenure as an employee, no awards have been granted under the 2020 Plan over its lifetime to the following categories of persons: (i) any associates of our non-employee directors, executive officers or nominees; or (iii) any other person who received or who is to receive 5% of such options, warrants or rights.

The following is a brief summary of the U.S. federal income tax consequences of awards made under the Amended Plan. This discussion does not address all aspects of the United States federal income tax consequences of participating in the Amended Plan that may be relevant to participants in light of their personal investment or tax circumstances and does not discuss any state, local, or non-United States tax consequences of participating in the Amended Plan. Each participant is advised to consult his or her particular tax advisor concerning the application of the United States federal income tax laws to such participant’s particular situation, as well as the applicability and effect of any state, local, or non-United States tax laws before taking any actions with respect to any awards.

Options. A participant will not recognize any income upon the grant of a stock option. A participant will recognize compensation taxable as ordinary income (and subject to income tax withholding if the participant is an employee) upon exercise of a nonqualified stock option equal to the excess of the fair market value of the shares purchased over their exercise price, and we (or the applicable employer) will be entitled to a corresponding deduction, except to the extent limited by Section 162(m) of the Code. A participant will not recognize income (except for purposes of the alternative minimum tax) upon exercise of an ISO. If the shares acquired by exercise of an ISO are held for the longer of two years from the date the option was granted or one year from the date the shares were transferred, any gain or loss arising from a subsequent disposition of such shares will be taxed as long-term capital gain or loss, and we (or the applicable employer) will not be entitled to any deduction. If, however, such shares are disposed of within the above-described period, then in the year of such disposition the participant generally will recognize compensation taxable as ordinary income equal to the excess of the lesser of (i) the amount realized upon such disposition and (ii) the fair market value of such shares on the date of exercise over the exercise price, and we (or the applicable employer) will be entitled to a corresponding deduction, except to the extent limited by Section 162(m) of the Code.

SARs. A participant will not recognize any taxable income upon the grant of an SAR. A participant will recognize compensation taxable as ordinary income (and subject to income tax withholding if the participant is an employee) upon exercise of an SAR equal to the fair market value of any shares delivered and the amount of any cash paid by us upon such exercise, and we (or the applicable employer) will be entitled to a corresponding deduction, except to the extent limited by Section 162(m) of the Code.

Restricted Stock. A participant will not recognize taxable income at the time shares subject to restrictions constituting a substantial risk of forfeiture are granted, and we (or the applicable employer) will not be entitled to a tax deduction at such time, unless the participant makes an election to be taxed at the time such restricted stock is granted. If such election is made, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding if the participant is an employee) at the time of grant in an amount equal to the excess of the fair market value of the shares at such time over the amount, if any, paid for such shares. If such election is not made, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding if the participant is an employee) at the time the restrictions constituting a substantial risk of forfeiture lapse in an amount equal to the excess of the fair market value of the shares at such time over the amount, if any, paid for such shares. The amount of ordinary income recognized by a participant by making the above-described election or upon the lapse of the restrictions constituting a substantial risk of forfeiture is deductible by us (or the applicable employer) as a compensation expense, except to the extent limited by Section 162(m) of the Code.

Restricted Stock Units. A participant will not recognize taxable income at the time an RSU award is granted, and we (or the applicable employer) will not be entitled to a tax deduction at that time. Upon the payment or settlement of any such award with unrestricted shares of common stock or cash, the participant will recognize compensation taxable as ordinary income (subject to income tax withholding if the participant is an employee) in an amount equal to the fair market value of any shares delivered and the amount of any cash paid by us. This amount is deductible by us (or the applicable employer) as compensation expense, except to the extent limited by Section 162(m) of the Code.

Section 162(m) of the Code. Section 162(m) of the Code generally limits to $1 million the amount that a publicly held corporation is allowed each year to deduct for the compensation paid to each of the corporation’s chief executive officer, the corporation’s chief financial officer and certain other current and former executive officers of the corporation.

This proposal requires the affirmative vote of the holders of a majority of the votes cast. Abstentions and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

The Board of Directors unanimously recommends a vote “FOR” the approval of the amendment to the 2020 Incentive Award Plan.

The following table identifies our executive officers as of April 1, 2025:

Our Board of Directors has adopted Corporate Governance Guidelines, a Code of Business Conduct and Ethics, and charters for our Nominating and Corporate Governance Committee, Audit Committee and Compensation Committee to assist the Board in the exercise of its responsibilities and to serve as a framework for the effective governance of the Company. You can access our current committee charters, our Corporate Governance Guidelines, and our Code of Business Conduct and Ethics in the “Governance” section under the “Documents & Charters” heading on our investor relations section of our corporate website located at investors.gohealth.com, or by writing to our Corporate Secretary at our offices at 222 West Merchandise Mart Plaza, Suite 1750, Chicago, Illinois 60654.

Our Board of Directors currently consists of nine members: Brandon M. Cruz, David Fisher, Jeremy W. Gelber, Karoline H. Hilu, Clinton P. Jones, Abhiraj R. Modi, Vijay Kotte, Alexander Timm, and Alan Wheatley. Joseph G. Flanagan, a Class II Director, resigned effective June 25, 2024. Christopher C. Litchford, a Class II Director, resigned effective July 8, 2024. On July 9, 2024, the Board appointed Alan Wheatley and Abhiraj R. Modi as Class II Directors to fill the vacancies.

The Board has nominated three (3) Class II Directors, Brandon M. Cruz, Alan Wheatley, and Abhiraj R. Modi, to be elected to the Board at the Annual Meeting. If elected by our stockholders, each nominee will serve a three-year term expiring at the Annual Meeting of Stockholders to be held in 2028. Each director will hold office until such director’s respective successor is elected and qualified or until each such director’s earlier death, resignation or removal.

As set forth in our Amended and Restated Certificate of Incorporation, the Board of Directors is currently divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws provide that the authorized number of directors may be changed only by resolution of the Board of Directors. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our Board of Directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our Company. Our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds in voting power of the outstanding shares of our capital stock entitled to vote in the election of directors.

The Board recognizes the value of a wide array of individual characteristics, perspectives and experience, as it may lead to a more effective decision-making process.

On July 15, 2020, we entered into the Stockholders Agreement with Centerbridge and NVX Holdings, pursuant to which each party thereto agreed to vote, or cause to be voted, all of their outstanding shares of our Class A common stock and Class B common stock at any annual meeting of stockholders in which directors are elected, so as to cause the election of the Centerbridge Directors, Centerbridge-Designated Independent Directors, Founders Directors and Founders-Designated Independent Directors (each as defined below). The Stockholders Agreement provides Centerbridge and NVX Holdings with certain board designation rights for so long as they maintain a certain percentage of ownership of our outstanding Class A common stock.

Pursuant to the Stockholders Agreement, Centerbridge has the right to designate for nomination by the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge Director not standing for election in such election, would result in there being two directors, or the “Centerbridge Directors,” who are Centerbridge Directors for as long as Centerbridge directly or indirectly, beneficially owns, in the aggregate, at least 10% of our Class A common stock. If at any time, Centerbridge directly or indirectly, beneficially owns, in the aggregate, less than 10% but at least 5% of our Class A common stock, Centerbridge has the right to designate

that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge Director not standing for election in such election, would result in there being one Centerbridge Director on the Board. In addition, Centerbridge has the right to designate for nomination by the Board in any applicable election that number of individuals, which assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge-Designated Independent Director, would result in there being two individuals who satisfy the independence requirements specified in the Stockholders Agreement, or the “Centerbridge-Designated Independent Directors,” for as long as Centerbridge directly or indirectly, beneficially owns, in the aggregate, at least 20% of our Class A common stock. If at any time Centerbridge directly or indirectly, beneficially owns, in the aggregate, less than 20% but at least 15% of our Class A common stock, Centerbridge will have the right to designate for nomination by the Board in any applicable election that number of individuals, which assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Centerbridge-Designated Independent Director, would result in there being one Centerbridge-Designated Independent Director on the Board.

Pursuant to the Stockholders Agreement, NVX Holdings has the right to designate for nomination by the Board in any applicable election that number of individuals, which assuming such individuals are successfully elected to the Board, when taken together with any incumbent Founder Director not standing for election in such election, would result in there being two directors, or the “Founders Directors,” who will be the Founders Directors for as long as NVX Holdings directly or indirectly, beneficially owns, in the aggregate, 10% or more of our Class A common stock. If at any time NVX Holdings directly or indirectly, beneficially owns, in the aggregate less than 10% but at least 5% of our Class A common stock, NVX Holdings has the right to designate for nomination by the Board in any applicable election that number of individuals, which assuming such individuals are successfully elected to the Board, when taken together with any incumbent Founder Director not standing for election in such election, would result in there being one Founder Director. In addition, NVX Holdings has the right to designate for nomination by the Board in any applicable election that number of individuals who satisfy the independence requirements specified in the Stockholders Agreement, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Founders-Designated Independent Director not standing for election in such election, would result in there being two Directors, or the “Founders-Designated Independent Directors,” who will be Founders-Designated Independent Directors for as long as NVX Holdings directly or indirectly, beneficially owns, in the aggregate, at least 20% of our Class A common stock. If at any time, NVX Holdings directly or indirectly, beneficially owns, in the aggregate, less than 20% but at least 15% of our Class A common stock, NVX Holdings will have the right to designate for nomination that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Founders-Designated Independent Director not standing for election in such election, would result in there being one Founder-Designated Independent Director.

NVX Holdings, Inc., a Delaware corporation, and Centerbridge Capital Partners III, L.P., a Delaware limited partnership, certain funds affiliated with Centerbridge Capital Partners III, L.P. and other entities over which Centerbridge Capital Partners III, L.P. has voting control together have more than 50% of the combined voting power of our common stock. As a result, we are a “controlled company” within the meaning of the corporate governance standards of the listing requirements of The Nasdaq Global Market, or “Nasdaq” and have elected not to comply with certain corporate governance standards, including that: (1) we have a Nominating and Corporate Governance Committee that is composed entirely of independent directors and (2) we have a Compensation Committee that is composed entirely of independent directors. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of these corporate governance requirements. For so long as we remain a “controlled company,” we may continue to avail ourselves of the exemptions available to “controlled companies.” If we cease to be a “controlled company” and our shares continue to be listed on Nasdaq, we will be required to comply with these provisions within the applicable transition periods.

David Fisher, Jeremy Gelber, Karoline Hilu, Abhiraj R. Modi, Alexander Timm and Alan Wheatley each qualify as “independent” in accordance with the listing requirements of Nasdaq. The Nasdaq independence definition includes a series of objective tests, including that the director is not, and has not been for at least three years,

one of our employees and that neither the director nor any of his or her family members has engaged in various types of business dealings with us. In addition, as required by Nasdaq rules, our Board of Directors has made a subjective determination as to each independent director that no relationships exist, which, in the opinion of our Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our Board of Directors reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management, including that Mr. Gelber and Mr. Modi are affiliated with certain of our significant stockholders. Clinton Jones and Brandon Cruz are not independent as both were employed by the Company in the last three years. Vijay Kotte is not independent as he currently serves as the Company’s Chief Executive Officer. In addition, Joseph Flanagan and Christopher Litchford, each of whom served on the Board of Directors for part of the 2024 fiscal year, both qualified as “independent” under Nasdaq requirements and were deemed independent by our Board of Directors. There are no family relationships among any of our executive officers or directors.

The Nominating and Corporate Governance Committee is primarily responsible for searching for qualified director candidates for election to the Board and filling vacancies on the Board. To facilitate the search process, the Nominating and Corporate Governance Committee may solicit current directors and executives of the Company for the names of potentially qualified candidates or ask directors and executives to pursue their own business contacts for the names of potentially qualified candidates. The Nominating and Corporate Governance Committee may also consult with outside advisors or retain search firms to assist in the search for qualified candidates or consider director candidates recommended by our stockholders. Once potential candidates are identified, the Nominating and Corporate Governance Committee reviews the backgrounds of those candidates, evaluates candidates’ independence from the Company and potential conflicts of interest and determines if candidates meet the qualifications desired by the Nominating and Corporate Governance Committee for candidates for election as a director.

Under the Stockholders Agreement, the directors designated for election to the applicable classes of the Board are (i) Mr. Gelber, Mr. Modi, Mr. Timm, and Mr. Wheatley by Centerbridge, and (ii) Mr. Cruz, Mr. Jones, Mr. Fisher and Dr. Hilu by NVX Holdings.

In evaluating the suitability of individual candidates (both new candidates and current Board members), the Nominating and Corporate Governance Committee, in recommending candidates for election, and the Board, in approving (and, in the case of vacancies, appointing) such candidates, may take into account many factors, including: personal and professional integrity, ethics and values; experience in corporate management, such as serving as an officer or former officer of a publicly held company; strong finance experience; experience relevant to the Company’s industry; experience as a board member or executive officer of another publicly held company; relevant academic expertise or other proficiency in an area of the Company’s operations; expertise and experience in substantive matters pertaining to the Company’s business relative to other board members; diversity of background and perspective, including, but not limited to, with respect to age, gender, race, place of residence and specialized experience; practical and mature business judgment, including, but not limited to, the ability to make independent analytical inquiries; and any other relevant qualifications, attributes or skills. The Board evaluates each individual in the context of the Board as a whole, with the objective of assembling a group that can best represent stockholder interests through the exercise of sound judgment using its broad range of experience in these various areas. In determining whether to recommend a director for re-election, the Nominating and Corporate Governance Committee may also consider the director’s past attendance at meetings and participation in and contributions to the activities of the Board.

Stockholders may recommend individuals to the Nominating and Corporate Governance Committee for consideration as potential director candidates by submitting the names of the recommended individuals, together with appropriate biographical information and background materials, to the Nominating and Corporate Governance Committee, c/o Corporate Secretary, GoHealth, Inc., 222 West Merchandise Mart Plaza, Suite 1750, Chicago, Illinois 60654. In the event there is a vacancy, and assuming that appropriate biographical and background material has been provided on a timely basis, the Nominating and Corporate Governance Committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.

The Board will give appropriate attention to written communications that are submitted by stockholders and will respond if and as appropriate. Our Corporate Secretary is primarily responsible for monitoring communications from stockholders and for providing copies or summaries to the directors as he considers appropriate.

Communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that our Corporate Secretary and Co-Chairmen of the Board consider to be important for the directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we tend to receive repetitive or duplicative communications. Stockholders who wish to send communications on any topic to the Board should address such communications to the Board of Directors in writing: c/o Corporate Secretary, GoHealth, Inc., 222 West Merchandise Mart Plaza, Suite 1750, Chicago, Illinois 60654.

Our Amended and Restated Bylaws and Corporate Governance Guidelines provide our Board of Directors with flexibility to combine or separate the positions of Chairperson of the Board and Chief Executive Officer in accordance with its determination that utilizing one or the other structure would be in the best interests of our Company. Currently, the roles are separate, with Clinton Jones and Brandon Cruz serving as Co-Chairmen of the Board and Vijay Kotte serving as Chief Executive Officer. The current separation allows Mr. Kotte to focus his time and energy on operating and managing the Company and allows him to leverage the valuable experience of Mr. Jones and Mr. Cruz and their perspectives as Co-Chairmen.

However, our Board of Directors will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate. Our Corporate Governance Guidelines provide that whenever our Chairperson or Co-Chairmen of the Board are also members of management or are directors that do not otherwise qualify as independent directors, the independent directors may elect a lead director whose responsibilities include presiding over all meetings of the Board at which the Chairperson or Co-Chairmen are not present, including any executive sessions of the independent directors; approving meeting schedules and agendas; and acting as the liaison between the independent directors and the Chairperson or Co-Chairmen of the Board, as appropriate. The full list of responsibilities of our lead director may be found in our Corporate Governance Guidelines. Because our Co-Chairmen of the Board are not independent, the independent directors elected Alexander Timm as our lead independent director. The Board typically holds executive sessions at least four (4) times per year, which occur on the dates of regular Board meetings. A portion of each executive session is held without the presence of GoHealth’s Chief Executive Officer and Director, Mr. Kotte.

Risk assessment and oversight are an integral part of our governance and management processes. Our Board of Directors encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks we face. Throughout the year, senior management reviews these risks with the Board of Directors at regular Board meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate or eliminate such risks. Our Board of Directors does not have a standing risk management committee, but rather administers this oversight function directly through the Board of Directors as a whole, as well as through various standing committees of the Board of Directors that address risks inherent in their respective areas of oversight. In particular, our Board of Directors is responsible for monitoring and assessing strategic risk exposure, including business continuity risks, and our Audit Committee is responsible for overseeing our major financial and cybersecurity risk exposures and the steps our management has taken to monitor and control these exposures.

The Audit Committee also monitors compliance with legal and regulatory requirements and considers and approves or disapproves any related person transactions. Our Nominating and Corporate Governance Committee monitors the effectiveness of the Corporate Governance Guidelines. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs have the potential to encourage excessive risk-taking. The Board does not believe that its role in the oversight of our risks affects the Board’s leadership structure.

Both the Audit Committee and the Nominating and Corporate Governance Committee provide oversight of certain risks associated with environmental and social matters. The Audit Committee provides oversight of the Company’s compliance and corporate environmental, health and safety functions. The Nominating and Corporate Governance Committee oversees the Company’s corporate social responsibility efforts and progress.

As part of the oversight of material emerging risks, GoHealth’s Chief Information Security Officer advises the Board and/or delegated committees on cybersecurity considerations and strategies. The Board reviews the Company’s development and use of artificial intelligence and the implications of such development and use. The Board is kept apprised of artificial intelligence matters through periodic reports from the Chief Technology Officer and his team.

We have a written Code of Business Conduct and Ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We have posted a current copy of the Code of Business Conduct and Ethics on our investor relations website, investors.gohealth.com, in the “Governance” section under the “Documents & Charters” heading. In addition, we intend to post on our website all disclosures that are required by law or the rules of Nasdaq concerning any amendments to, or waivers from, any provision of the Code of Business Conduct and Ethics.

Our Board of Directors has adopted an Insider Trading Compliance Policy, governing the purchase, sale, and/or other dispositions of our securities by our officers, employees and directors that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards. The policy prohibits our directors, officers and employees and any entities they control from purchasing financial instruments such as prepaid variable forward contracts, equity swaps, collars, and exchange funds, or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s equity securities, or that may cause an officer, director, or employee to no longer have the same objectives as the Company’s other stockholders. In addition, the Company also does not trade in company securities in violation of applicable securities laws or applicable Nasdaq listing standards. A copy of our Insider Trading Compliance Policy is filed with our 2024 Annual Report on Form 10-K as Exhibit 19.

Our Nominating and Corporate Governance Committee conducts an annual survey of the directors to assess the effectiveness of our Board of Directors. The Nominating and Corporate Governance Committee reviews and considers the results of the survey, reports its findings to the Board of Directors and addresses any areas of concern. The committee also makes recommendations to the Board of Directors regarding our corporate governance practices. The most recent evaluation and reporting processes were conducted by a third party law firm.

There were six meetings of the Board of Directors during the fiscal year ended December 31, 2024. Each director attended at least 75% of the aggregate of (i) all meetings of the Board of Directors and (ii) all meetings of the committees on which the director served during the period in which he or she served as a director.

Under our Corporate Governance Guidelines, which are available on our investor relations website at investors.gohealth.com, a director is expected to spend the time and effort necessary to properly discharge his or her responsibilities. Accordingly, a director is expected to regularly prepare for and attend meetings of the Board and all committees on which the director sits (including separate meetings of the independent directors), with the understanding that, on occasion, a director may be unable to attend a meeting. A director who is unable to attend a meeting of the Board or a committee of the Board is expected to notify the Chairperson or Co-Chairmen of the Board or the Chairperson of the appropriate committee in advance of such meeting, and, whenever possible, participate in such meeting via teleconference in the case of an in-person meeting. We do not maintain a formal policy regarding director attendance at the Annual Meeting; however, it is expected that absent compelling circumstances directors will attend. All then-serving directors attended the 2024 Annual Meeting of Stockholders.

Our Board has established three standing committees – Audit, Compensation and Nominating and Corporate Governance – each of which operates under a written charter that has been approved by our Board. Each charter is available on our investor relations website, investors.gohealth.com.

The members of each of the Board committees and committee Chairpersons are set forth in the following chart.

Our Audit Committee’s responsibilities include:

The Audit Committee charter is available on our investor relations website at investors.gohealth.com. The members of the Audit Committee are David Fisher, Alexander Timm and Karoline Hilu, with Mr. Fisher serving as the Chairperson. Our Board has affirmatively determined that each of Mr. Fisher, Mr. Timm and Dr. Hilu is independent for purposes of serving on an audit committee under Rule 10A-3 promulgated under the Exchange Act and the Nasdaq rules, including those related to Audit Committee membership.

The members of our Audit Committee meet the requirements for financial literacy under the applicable Nasdaq rules. In addition, our Board of Directors has determined that each of Mr. Fisher and Mr. Timm qualify as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K, and under the similar Nasdaq rules requirement that the Audit Committee have a financially sophisticated member.

The Audit Committee met six times in 2024.

Our Compensation Committee is responsible for assisting the Board in the discharge of its responsibilities relating to the compensation of our executive officers. Our Compensation Committee’s responsibilities include:

The Compensation Committee generally considers the Chief Executive Officer’s recommendations when making decisions regarding the compensation of executive officers (other than the Chief Executive Officer). Pursuant to the Compensation Committee’s charter, which is available on our investor relations website at investors.gohealth.com, the Compensation Committee has the authority to retain or obtain the advice of compensation consultants, legal counsel and other advisors to assist in carrying out its responsibilities. The Compensation Committee has retained Pearl Meyer and Partners, LLC (“Pearl Meyer”), an independent compensation consultant, to advise the Compensation Committee regarding various aspects of executive and director compensation, including with respect to our long-term incentive program.

The Compensation Committee may delegate its authority under its charter to one or more subcommittees as it deems appropriate from time to time. The Compensation Committee may also delegate to an officer the authority to grant equity awards to certain employees, as further described in its charter and subject to the terms of our equity plans. The members of our Compensation Committee are Brandon Cruz, Jeremy Gelber and David Fisher. Mr. Cruz serves as the Chairperson of the Compensation Committee.

The Compensation Committee met one time in 2024.

Our Nominating and Corporate Governance Committee’s responsibilities include:

The Nominating and Corporate Governance Committee charter is available on our investor relations website at investors.gohealth.com. The members of our Nominating and Corporate Governance Committee are Alan Wheatley, Jeremy Gelber and Clinton Jones. The Nominating and Corporate Governance Committee has the authority to consult with outside advisors or retain search firms to assist in the search for qualified candidates or consider director candidates recommended by our stockholders. Mr. Wheatley serves as the Chairperson of the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee met one time in 2024.

This section discusses the compensation arrangements for our executive officers who are named in the “2024 Summary Compensation Table” below. As a “smaller reporting company,” we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to “smaller reporting companies.”

For the year ended December 31, 2024, our NEOs and their positions were as follows:

This discussion describes our executive compensation program for our NEOs for fiscal year 2024.

The Compensation Committee oversees the compensation program for our executive officers, including our NEOs. Our executive compensation program is based on a pay for performance philosophy and is designed to balance the following objectives:

In order to support the achievement of our compensation objectives, the Compensation Committee has included the following elements in its compensation package for NEOs:

The NEOs receive a base salary to compensate for services rendered to the Company. The base salary payable to each NEO is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. Base salaries for Vijay Kotte and Michael Hargis were not increased for 2024. The base salary for Brendan Shanahan was established at the time he assumed the role of Chief Financial Officer based on the Company’s historical compensation practices and competitive market data. Please see the “Salary” column in the 2024 Summary Compensation Table for the base salary amounts earned by each NEO in 2024.

The Company provides annual incentive cash bonuses, which we refer to as “Annual Bonuses,” to its NEOs under its 2024 Corporate Bonus Plan, which we refer to as the “Annual Bonus Plan.” Company targets were established by the Compensation Committee during the first quarter of the fiscal year based upon the Company’s 2024 financial plan. The targets were designed to be challenging but achievable with strong performance. The Annual Bonus Plan is structured to compensate NEOs (and employees generally) for achievement of Company

objectives. In the event the Company does not achieve its pre-established targets, the payout is reduced or even eliminated. If the Company exceeds its targets, payouts increase with a maximum payout of 200% of target. This structure is designed to align with the Company’s pay for performance compensation philosophy.

The target Annual Bonus amounts for the NEOs (other than Mr. Shanahan) were established by the Compensation Committee during the first quarter of the fiscal year in the following amounts: Vijay Kotte - $900,000 and Michael Hargis - $400,000. Brendan Shanahan’s target Annual Bonus amount was established by the Compensation Committee in connection with his appointment to the Chief Financial Officer role on October 4, 2024.

For the fiscal year ended December 31, 2024, each NEO’s Annual Bonus was based on five metrics: (1) cash flow from operations (25% weighting); (2) Adjusted EBITDA (as defined below) excluding any LTV (as defined below) lookback adjustments (25% weighting); (3) enrollments and transfers (20% weighting); (4) overall captive core conversion (20% weighting); and (5) incremental sources of new revenue streams (“Revenue Expansion”) (10% weighting). The payout uses a performance scale for each of the five components, ranging from 0% to 200%. Based on the Company’s performance, the Company exceeded the maximum performance goals for enrollments and transfers, overall captive core conversion, and Revenue Expansion, exceeded the target goal for Adjusted EBITDA, and was below the threshold goal for cash flow from operations. Based on performance, Annual Bonuses for the fiscal year ended December 31, 2024 were determined to be 145% of target for each of the NEOs. “Adjusted EBITDA” means earnings before interest, taxes, depreciation, and amortization further adjusted for certain non-recurring and non-routine items, and other non-cash items. “LTV” means the Lifetime Value of Commissions, which the Company defines as aggregate commissions estimated to be collected over the estimated life of all commissionable submissions for the relevant period based on multiple factors, including but not limited to, contracted commission rates, health plan partner mix and expected policy persistency with applied constraints.

In addition, during 2024, Mr. Kotte and Mr. Hargis received bonuses in the amounts of $500,000 and $150,000, respectively, relating to the closing of the acquisition of e-TeleQuote Insurance, Inc., a health insurance marketplace that helps Medicare beneficiaries compare Medicare Advantage and Medicare Supplement plans. In awarding the bonuses, the Compensation Committee wanted to recognize the significant efforts undertaken to consummate the transaction and reward actions that are viewed as beneficial to the Company and its stockholders and which are not otherwise reflected in the Company’s compensation programs.

The Company maintains the Amended and Restated 2020 Incentive Award Plan (the “2020 Plan”) in order to facilitate the grant of cash and equity incentives to directors, employees (including our NEOs) and consultants of our Company and certain of its affiliates and to enable our Company and certain of its affiliates to obtain and retain services of these individuals, which we believe is essential to our long-term success. The 2020 Plan provides for the grant of stock options, including incentive stock options and nonqualified stock options, restricted stock, dividend equivalents, RSUs, other stock-based awards, SARs, and cash awards.

The Company provides annual equity grants to its NEOs. Generally, grants include a mix of time-based grants and performance-based grants, either in the form of RSUs or stock options. These grants are intended to align the executive team compensation with the interests of stockholders and to encourage good, long-term decision making. Vesting of such equity grants are conditioned upon remaining employed with the Company with some limited exceptions provided in each NEO’s employment agreement.

During the 2024 fiscal year, Mr. Kotte received (1) 83,333 stock options, vesting in three substantially equal annual installments with the first such installment vesting on April 1, 2025, (2) 166,667 shares of common stock issuable pursuant to RSUs, vesting in three substantially equal annual installments with the first such installment vesting on April 1, 2025, and (3) 83,333 shares of common stock issuable pursuant to performance-based RSUs vesting on the date the Company files its Annual Report on Form 10-K for the fiscal year ending December 31, 2026, subject to Mr. Kotte’s continued service with the Company through that date and the Company’s compound annual growth rate in Adjusted EBITDA (“Adjusted EBITDA CAGR Percentage”), determined based on the Company’s Adjusted EBITDA for calendar year 2026 compared to the Company’s reported 2023 Adjusted EBITDA. Depending on the Adjusted EBITDA CAGR Percentage achieved, the number of performance-based RSUs earned can vary from 0% of the target award to a maximum of 200% of the target award.

During the 2024 fiscal year, Mr. Hargis received 100,000 shares of common stock issuable pursuant to RSUs, vesting in three substantially equal annual installments with the first such installment vesting on April 1, 2025.

In connection with his appointment as Chief Financial Officer in October 2024, Mr. Shanahan received 150,000 shares of common stock issuable pursuant to RSUs, vesting in three equal annual installments with the first such installment vesting on November 1, 2025.

We maintain a 401(k) retirement savings plan for our employees, including our NEOs, who satisfy certain eligibility requirements, under which eligible employees may defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan. During 2024, we matched 50% of contributions made by participants in the 401(k) plan up to 4% of participant compensation (for a maximum match of 2% of participant compensation), and these matching contributions vest in equal annual installments over four years. We also may make non-elective contributions to the 401(k) plan, which, if made, vest 20% after two years and 20% annually thereafter. We believe that providing a vehicle for tax-deferred retirement savings though our 401(k) plan, and making matching and non-elective contributions, adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our NEOs, in accordance with our compensation objectives.

Health/Welfare Plans. All of our full-time employees, including our NEOs, are eligible to participate in our health and welfare plans, including:

In addition, we make available to our senior executives, including our NEOs, programs related to executive health benefits. We believe the benefits described above are necessary and appropriate to provide a competitive compensation package to our employees, including our NEOs.

We do not make gross-up payments to cover our NEOs personal income taxes that may pertain to any of the compensation or benefits paid or provided by our Company.

The Company maintains a Dodd-Frank Clawback Policy to comply with SEC and Nasdaq listing rules. Under that policy, the Company is required in certain situations to recoup incentive compensation paid or payable to certain current or former executive officers of the Company, including the named executive officers, in the event of certain accounting restatements.

The following table provides information regarding the compensation earned by our NEOs for the fiscal year ended December 31, 2024 and, to the extent required under the SEC executive compensation disclosure rules, the fiscal year ended December 31, 2023.

The severance rights of each NEO are provided in their employment arrangements, if any. In each case, the severance amounts provided under the NEOs’ employment agreements are subject to the execution and non-revocation of a waiver and release of claims by the NEO in question. In addition, equity awards under the 2020 Plan do not automatically vest upon termination of service with some exceptions. Outstanding awards are generally forfeited upon separation although the administrator has discretion to accelerate the vesting in the event of death, disability, retirement and change of control.

Vijay Kotte entered into an employment agreement with the Company on June 3, 2022. Under the terms of his employment agreement, Mr. Kotte is entitled to an annual base salary of $900,000, and has a target annual cash bonus equal to 100% of his annual base salary. Mr. Kotte is entitled to an annual equity award under the Plan in forms and amounts to be determined by the Board or the Compensation Committee in its discretion; provided that Mr. Kotte’s annual award shall be made with respect to no less than 333,333 shares of Company common stock; provided further that such minimum share amounts shall have a maximum grant date dollar value of no more than $15,000,000 and, unless otherwise approved by the Compensation Committee or the Board, no more than 25% of each annual award will consist of time-vesting RSUs.

In the event of a termination of the executive by the Company without cause or the executive’s resignation with good reason, Mr. Kotte will receive two years of salary continuation, any outstanding annual bonus for any completed fiscal year as of the date of termination plus 200% of his pro-rata annual bonus for the year of termination, and two years of COBRA premium reimbursements; subject to the executive executing a release of claims in favor of the Company and complying with any restrictive covenants through the period of payment.

Mr. Kotte is subject to a restrictive covenant agreement, including a perpetual confidentiality covenant, an invention assignment provision, and post-employment non-competition and non-solicitation covenants lasting for two-years post-employment.

Mr. Kotte entered into an amendment to his employment agreement with the Company on April 1, 2025. The amendment modifies his employment agreement to (i) extend the term of the employment agreement for a period of three years from April 1, 2025, (ii) set Mr. Kotte’s annual base salary at $1,000,000 per year, and (iii) beginning with the fiscal year 2025, provide that Mr. Kotte will be eligible for an annual grant under the Plan with a target grant value of no less than $3,000,000, as determined by the Board or the Compensation Committee, in its sole discretion, with a 2025 annual grant of RSUs equal to $5,000,000, with the number of shares subject to the 2025 annual grant determined by the closing price of the Company’s stock on April 1, 2025 and issued in two parts: (a) an RSU award with respect to 185,000 shares of Company common stock, with a grant date of April 1, 2025, and (b) an RSU award in an amount necessary to equal $5,000,000 (when subtracting the value of the 185,000 restricted stock units issued on April 1, 2025), with a grant date on or around July 1, 2025, subject to approval of an increase in the available shares under the Company’s equity plan at the Annual Meeting. Each such grant will be subject to a standard three year vesting period, conditioned on Mr. Kotte’s continued employment with the Company. In addition, the amendment also extends the severance benefits currently payable under the employment agreement to a termination of Mr. Kotte’s employment due to death. Finally, the amendment modifies the definition of a change of control which governs the vesting of certain of Mr. Kotte’s equity awards to include a transaction in which the Company’s common stock ceases to be publicly traded.

Also, on April 1, 2025, the Company and Mr. Kotte entered into a letter agreement which provides for a grant of 500,000 RSUs under the Plan to be issued to Mr. Kotte within 30 days following the entry into the letter agreement, which will be fully vested on the grant date, subject to Mr. Kotte’s continued employment as Chief Executive Officer of the Company through the grant date, and a $3,000,000 cash payment, with 50% to be paid within 30 days following the execution of the letter agreement and the remaining 50% to be paid within 30 days following January 31, 2026, subject, in each case, to Mr. Kotte’s continued employment or service with the Company through the applicable payment date and, in the case of the second cash retention payment, the Company’s achievement of certain performance targets. In the event Mr. Kotte’s employment as Chief Executive Officer of the Company is terminated prior to the three-year anniversary of the Letter Agreement for any reason other than (i) a termination by the Company without cause or due to disability (each as defined in Mr. Kotte’s employment agreement), (ii) resignation for good reason (as defined in Mr. Kotte’s employment agreement), or (iii) death, then Mr. Kotte will be required to repay a pro-rata portion of such awards, pro-rated based on the number of days he served during such three-year period and with the portion of the award attributable to RSUs based on the fair market value of the underlying shares as of the date of such termination of employment.

Michael Hargis entered into an amended and restated employment agreement with the Company on March 4, 2024. Under the terms of his employment agreement, Mr. Hargis is entitled to an annual base salary of $500,000 and has a target annual cash bonus equal to 80% of his annual base salary. Pursuant to his employment

agreement, Mr. Hargis also received RSUs under the 2020 Plan with respect to 100,000 shares of Company common stock which, subject to the executive’s continued service with the Company through the applicable vesting date, shall vest one-third (1/3) of the shares underlying such award on each of the first three anniversaries of April 1, 2024. If the executive is involuntarily terminated without cause, or executive resigns for good reason, then RSUs that are scheduled to occur within twelve (12) months following the executive’s termination date shall vest, with the remaining unvested RSUs forfeited as of the date of termination.

In the event of a termination of the executive by the Company without cause or the executive’s resignation with good reason, (i) Mr. Hargis will receive one year of salary continuation, except that if the executive is terminated by Company without cause or by executive for good reason within twelve (12) months of a change in control of the Company, then Mr. Hargis shall receive two years of salary continuation; (ii) any outstanding annual bonus for any completed fiscal year as of the date of termination plus his pro-rata annual bonus for the year of termination, except that in the event Mr. Hargis is terminated by Company without cause or by executive for good reason within twelve (12) months of a change in control of the Company, then Mr. Hargis’ bonus severance payment shall be equal to the sum of his prior year bonus plus 200% of his pro-rata annual bonus for the year of termination; and (iii) one year of COBRA premium reimbursements, except that in the event Mr. Hargis is terminated by Company without cause or by executive for good reason within twelve (12) months of a change in control of the Company, then Mr. Hargis shall receive two years of COBRA premium reimbursements; in each case subject to the executive executing a release of claims in favor of the Company and complying with any restrictive covenants through the period of payment.

Mr. Hargis is subject to a restrictive covenant agreement, including a perpetual confidentiality covenant, an invention assignment provision, and post-employment non-competition and non-solicitation covenants lasting for one-year post employment; or, in the case of a termination by Company without cause or by executive for good reason within twelve (12) months of a change in control of the Company, lasting for two-years post-employment.

Brendan Shanahan entered into an employment agreement with the Company on October 14, 2024. Under the terms of his employment agreement, Mr. Shanahan is entitled to an annual base salary of $500,000 and has a target annual cash bonus equal to 80% of his annual base salary, in addition to a one-time signing bonus of $50,000. Pursuant to his employment agreement, Mr. Shanahan also received RSUs under the Inducement Plan with respect to 150,000 shares of Company common stock which, subject to the executive’s continued service with the Company through the applicable vesting date, shall vest one-third (1/3) of the shares underlying such award on each of the first three anniversaries of October 14, 2024. If the executive is involuntarily terminated without cause, or executive resigns for good reason, after the first six (6) months of employment with Company, any RSUs that are scheduled to vest within twelve (12) months following the executive’s termination date shall vest, with the remaining unvested RSUs forfeited as of the date of termination.

In the event of a termination of the executive by the Company without cause or the executive’s resignation with good reason, (i) Mr. Shanahan will receive one year of salary continuation, except that if the executive is terminated by Company without cause or by executive for good reason within twelve (12) months of a change in control of the Company, then Mr. Shanahan shall receive two years of salary continuation; (ii) any outstanding annual bonus for any completed fiscal year as of the date of termination plus his pro-rata annual bonus for the year of termination, except that in the event Mr. Shanahan is terminated by Company without cause or by executive for good reason within twelve (12) months of a change in control of the Company, then Mr. Shanahan’s bonus severance payment shall be equal to the sum of his prior year bonus plus 200% of his pro-rata annual bonus for the year of termination; and (iii) one year of COBRA premium reimbursements, except that in the event Mr. Shanahan is terminated by Company without cause or by executive for good reason within twelve (12) months of a change in control of the Company, then Mr. Shanahan shall receive two years of COBRA premium reimbursements; in each case subject to the executive executing a release of claims in favor of the Company and complying with any restrictive covenants through the period of payment.

Mr. Shanahan is subject to a restrictive covenant agreement, including a perpetual confidentiality covenant, an invention assignment provision, and post-employment non-competition and non-solicitation covenants lasting for one-year post employment; or, in the case of a termination by Company without cause or by executive for good reason within twelve (12) months of a change in control of the Company, lasting for two-years post-employment.

The following table summarizes outstanding option awards and stock awards held by each NEO on December 31, 2024.

The severance rights of each NEO are provided in their applicable employment arrangement. Please see the above Employment Agreement summaries for the applicable information.

Each non-employee director receives an annual cash retainer of $150,000.

In addition, each such non-employee director who does not serve as a chairperson or co-chairperson of the Board or a committee of the Board or as the lead director of the Board (each, a “Non-Chair Director”) receives an annual RSU award with a grant date value of $150,000 and each such non-employee director who serves as a chairperson or co-chairperson of the Board or a committee of the Board or as the lead director of the board of directors (each, a “Chair Director”) receives an annual RSU award with a value of $250,000, with all such RSU awards vesting in four equal installments on each of the first four quarterly anniversaries following the grant date of the award (or immediately prior to the date of the annual stockholder meeting immediately following the date of grant, if sooner), subject to such non-employee director continuing in service through such date (and any such non-employee director who commences service on a date other than the date of the annual stockholder meeting receives a pro-rata RSU award for such initial year of service). The vesting of all RSU awards under the policy will accelerate and vest in full upon a change in control (as defined in the 2020 Plan). In addition, each non-employee director will be reimbursed for out-of-pocket expenses in connection with his or her services. No additional compensation is provided to directors employed by the Company or the Centerbridge employed directors.

The Company maintains a deferred compensation plan for our directors under which our directors may elect to defer the receipt of their RSU awards until the earliest of (i) the five-year anniversary of the date of grant of the award, (ii) a change in control, as defined in the 2020 Plan, and (iii) the director’s separation from service. Deferred RSUs are subject to the same vesting and forfeiture restrictions.

Clinton Jones entered into an Amended & Restated Employment Agreement with the Company on June 3, 2022 (the “Jones A&R Employment Agreement”). Under the Jones A&R Employment Agreement, beginning on the date Mr. Jones no longer served as Executive Chairman and until May 31, 2024, Mr. Jones received a $500,000 annual cash retainer for his continued service as a director. Beginning June 1, 2024, so long as Mr. Jones continues to serve as a director, he will receive director compensation consistent with the Company’s non-employee director compensation policy and will continue to vest in his outstanding equity awards in accordance with their terms. As previously disclosed, pursuant to the Jones A&R Employment Agreement, Mr. Jones received two years of salary continuation (from December 31, 2022) and up to 18 months of COBRA premium reimbursement (including additional payments to cover estimated taxes associated with the receipt of such COBRA premium reimbursements), with the severance subject to Mr. Jones executing a release of claims in favor of the Company and complying with any restrictive covenants through the period of payment. The amount reported in the 2024 Director Compensation relates solely to his service as a director during 2024.

Brandon Cruz entered into a Separation Agreement with the Company on June 3, 2022 (the “Cruz Separation Agreement”). Under the Cruz Separation Agreement, beginning on June 3, 2022 and until May 31, 2024, Mr. Cruz received a $500,000 annual cash retainer for his continued service as a director. Beginning June 1, 2024, so long as Mr. Jones continues to serve as a director, he will receive director compensation consistent with the Company’s non-employee director compensation policy and will continue to vest in his outstanding equity awards in accordance with their terms. The amount reported in the 2024 Director Compensation relates solely to his service as a director during 2024.

The following table sets forth information concerning the compensation received by our directors for the year ended December 31, 2024.

The illustrations below provide a graphical description of CAP (as calculated in accordance with the SEC rules) and the following measures:

 

 

The following table sets forth certain information with respect to holdings of our common stock by (i) stockholders who beneficially owned more than 5% of the outstanding shares of our Class A common stock and our Class B common stock, and (ii) each of our directors (which includes all nominees), each of our NEOs and all directors and executive officers as a group as of April 21, 2025, unless otherwise indicated.

As described in “Certain Relationships and Related Person Transactions,” each LLC Interest (other than LLC Interests held by us) is redeemable from time to time at each holder’s option (subject in certain circumstances to time-based vesting requirements) for, at our election (determined solely by at least two or more of our independent directors (within the meaning of the Nasdaq rules) who are disinterested), shares of our Class A common stock on a one-for-one basis, or to the extent there is cash available from a secondary offering, a cash payment equal to a volume weighted average market price of one share of Class A common stock for each LLC Interest so redeemed, in each case, in accordance with the terms of the GoHealth Holdings, LLC Agreement; provided that, at our election (determined solely by at least two or more of our independent directors (within the meaning of the Nasdaq rules) who are disinterested), we may effect a direct exchange of such Class A common stock or such cash, as applicable, for such LLC Interests.

The Continuing Equity Owners may, subject to certain exceptions, exercise such redemption right for as long as their LLC Interests remain outstanding. See “Certain Relationships and Related Person Transactions—GoHealth Holdings, LLC Agreement.” In connection with our IPO, we issued to each Continuing Equity Owner, for nominal consideration, one share of Class B common stock for each LLC Interest such Continuing Equity Owner owned. As a result, the number of shares of Class B common stock listed in the table below correlates to the number of LLC Interests Centerbridge and our Founders own as of April 21, 2025.

The number of shares beneficially owned by each stockholder as described in this Proxy Statement is determined under rules issued by the SEC. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power. The percentage ownership of each individual or entity as of April 21, 2025 is computed on the basis of 50,000 shares of Series A preferred stock (convertible into 4,304,718 shares of Class A common stock), 11,083,440 shares of our Class A common stock outstanding and 12,623,288 shares of our Class B common stock outstanding. In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares of common stock subject to options, or other rights, including the redemption right described above with respect to each LLC Interest, held by such person that are currently exercisable or will become exercisable within 60 days of April 21, 2025, are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each beneficial owner listed below is 222 West Merchandise Mart Plaza, Suite 1750, Chicago, Illinois 60654. We believe, based on information provided to us, that each of the stockholders listed below has sole voting and investment power with respect to the shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable.