TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.   )
Filed by the Registrant ☒
Filed by a Party other than the Registrant
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12
GoHealth, Inc.
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
(1)
Title of each class of securities to which transaction applies:
 
 
 
 
(2)
Aggregate number of securities to which transaction applies:
 
 
 
 
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
 
 
 
(4)
Proposed maximum aggregate value of transaction:
 
 
 
 
(5)
Total fee paid:
 
 
 
Fee paid previously with preliminary materials:
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
(1)
Amount previously paid:
 
 
 
 
(2)
Form, Schedule or Registration Statement No.:
 
 
 
 
(3)
Filing Party:
 
 
 
 
(4)
Date Filed:
 
 
 

TABLE OF CONTENTS

GoHealth, Inc.

NOTICE & PROXY STATEMENT

Annual Meeting of Stockholders
May 25, 2022
10:00 a.m. Eastern Daylight Time (9:00 a.m. Central Daylight Time)

TABLE OF CONTENTS

GOHEALTH, INC.
214 West Huron St.
Chicago, Illinois 60654
April 13, 2022
To Our Stockholders:
You are cordially invited to attend the 2022 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, May 25, 2022. The Annual Meeting will be a completely virtual meeting, which will be 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/GOCO2022 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 at the Annual Meeting. Please see the section called “Who can attend the Annual Meeting?” on page 49 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, I 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.
Sincerely,

Clinton P. Jones
Co-Founder, Chief Executive Officer and Co-Chair of the Board of Directors

TABLE OF CONTENTS


TABLE OF CONTENTS


GOHEALTH, INC.
214 West Huron St.
Chicago, Illinois 60654
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Wednesday May 25, 2022
10:00 a.m. Eastern Daylight Time (9:00 Central Daylight Time)
Virtual Meeting
www.virtualshareholdermeeting.com/GOCO2022
Items of Business:
1.
To elect Brandon Cruz, Joseph Flanagan and Miriam Tawil as Class II Directors to serve until the 2025 Annual Meeting of Stockholders, and until their respective successors shall have been duly elected and qualified;
2.
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022;
3.
To cast an advisory vote on the frequency of casting an advisory vote on executive compensation (“Frequency Vote”);
4.
To approve an amendment to the Company’s 2020 Incentive Award Plan; and
5.
To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting.
Record Date:
Only stockholders of record at the close of business on March 30, 2022 will be entitled to receive notice and to vote at the meeting.
Your vote is important to us. Please execute your proxy promptly.
By Order of the Board of Directors
 

 
Brian P. Farley
 
Chief Legal Officer and Corporate Secretary
 
April 13, 2022
 
i

TABLE OF CONTENTS

GOHEALTH, INC.
214 West Huron St.
Chicago, Illinois 60654
PROXY STATEMENT INTRODUCTION
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, May 25, 2022 (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 of the Annual Meeting. The Annual Meeting will be a completely virtual meeting, which will be 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/GOCO2022 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 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 March 30, 2022 (the “Record Date”), will be entitled to notice of and to vote at the Annual Meeting and any continuation, postponement, or adjournment of the Annual Meeting, and will vote together as a single class on all matters presented at the Annual Meeting. As of the Record Date, there were 121,943,390 shares of Class A common stock and 199,338,345 shares of Class B common stock outstanding and entitled to vote at the Annual Meeting. 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, representing 38% and 62% of the voting power of our common stock, respectively.
This proxy statement and the Company’s Annual Report to Stockholders on Form 10-K for the year ended December 31, 2021 (the “2021 Annual Report”) will be released on or about April 13, 2022 to our stockholders on the Record Date.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON WEDNESDAY, MAY 25, 2022
This Proxy Statement and our 2021 Annual Report to Stockholders are available at http://www.proxyvote.com/
Proposals
At the Annual Meeting, our stockholders will be asked:
To elect Brandon Cruz, Joseph Flanagan and Miriam Tawil as Class II Directors to serve until the 2025 Annual Meeting of Stockholders, and until their respective successors shall have been duly elected and qualified;
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022;
To cast an advisory vote on the frequency of casting an advisory vote on executive compensation (“Frequency Vote”);
To approve an amendment to the Company’s 2020 Incentive Award Plan; and
To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting.
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.
1

TABLE OF CONTENTS

Recommendations of the Board
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 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:
FOR the election of Brandon Cruz, Joseph Flanagan and Miriam Tawil;
FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm;
FOR 1 Year on the frequency of casting an advisory vote on executive compensation (“Frequency Vote”); and
FOR the approval of an amendment to the Company’s 2020 Incentive Award Plan.
2

TABLE OF CONTENTS


PROPOSALS TO BE VOTED ON
Proposal 1: Election of Directors
We currently have seven (7) directors on our Board. The Board has nominated three (3) Class II Directors, Brandon M. Cruz, Joseph G. Flanagan and Miriam A. Tawil 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 2025. 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 currently expires at the 2024 Annual Meeting and whose subsequent term will expire at the 2027 Annual Meeting of Stockholders; Class II, whose term currently expires at the Annual Meeting and whose subsequent term will expire at the 2025 Annual Meeting of Stockholders; and Class III, whose term will expire at the 2023 Annual Meeting of Stockholders and whose subsequent term will expire at the 2026 Annual Meeting of Stockholders. The current Class I Directors are Helene D. Gayle and Alexander E. Timm; the current Class II Directors are Brandon M. Cruz, Joseph G. Flanagan and Miriam A. Tawil; and the current Class III Directors are Jeremy W. Gelber and Clinton P. Jones.
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. Mr. Gelber and Ms. Tawil were each designated by Centerbridge as a Class III Director and a Class II Director, respectively (and each as a Centerbridge Director, as defined below). Mr. Cruz and Mr. Jones were each designated by NVX Holdings as a Class II Director and a Class III Director, respectively (and each as a NVX Director, as defined below). Mr. Flanagan and Mr. Timm were designated by Centerbridge as a Class II Director and a Class I Director, respectively (and each as a Centerbridge-Designated Independent Director, as defined below). Ms. Gayle is designated by NVX Holdings as a Class I Director and NVX Holdings has the right to designate an additional Class III Director (and each as a NVX-Designated Independent Director). 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 a Class II Director of the person whose name and biography appears below. In the event that any of Mr. Cruz, Mr. Flanagan or Ms. Tawil 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. Flanagan and Ms. Tawil will be unable to serve if elected. Each of Mr. Cruz, Mr. Flanagan and Ms. Tawil has consented to being named in this proxy statement and to serve if elected.
3

TABLE OF CONTENTS

Vote required
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 Board of Directors unanimously recommends a vote FOR the election of each of the below Class II Director nominees.
Nominees For Class II Directors (terms to expire at the 2025 Annual Meeting)
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:
Name
Age
Position with GoHealth
Brandon M. Cruz
44
Co-Founder, Chief Strategy Officer, Special Advisor to the Executive Team and Co-Chair of the Board of Directors
Joseph G. Flanagan
50
Director
Miriam A. Tawil
37
Director
The principal occupations and business experience, for at least the past five years, of each Class II Director nominee for election at the Annual Meeting are as follows:
Brandon M. Cruz
Brandon M. Cruz is the co-founder of GoHealth, Inc. and has served as GoHealth, Inc.’s Chief Strategy Officer and Special Advisor to the Executive Team since 2020. Prior to this role, he served as President of GoHealth, Inc. since its founding in 2001. 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 serves on the board of Homecare Holdings, LLC. 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.
Joseph G. Flanagan
Joseph G. Flanagan has served as a member of GoHealth, Inc.’s board of directors since 2020. Mr. Flanagan is also President and Chief Executive Officer and a member of the board of directors of R1 RCM Inc. (“R1”), a healthcare revenue cycle management company, and has served in such role since May 2016, after having served as R1’s Chief Operating Officer since April 2013 and President and Chief Operating Officer since April 2016. Mr. Flanagan holds a Bachelor of Science degree in Engineering from the United States Merchant Marine Academy. We believe Mr. Flanagan is qualified to serve on GoHealth, Inc.’s board of directors due to his in-depth knowledge of the healthcare industry as well as his leadership and operational expertise.
Miriam A. Tawil
Miriam A. Tawil has served as a member of GoHealth, Inc.’s board of directors since 2020. Ms. Tawil has been a Managing Director of Centerbridge since 2012, where she focuses on investments in the healthcare and financial services sectors. Ms. Tawil also serves as a member of the board of directors of Civitas Solutions, Inc. Prior to joining Centerbridge, Ms. Tawil was an associate at TPG Capital from 2008 to 2010 and an analyst in the Mergers and Acquisitions Group of The Blackstone Group L.P. from 2006 to 2008. Ms. Tawil holds a Bachelor of Arts from Harvard College and a Master in Business Administration degree from Harvard Business School. We believe Ms. Tawil is qualified to serve on GoHealth, Inc.’s board of directors due to her extensive knowledge of the healthcare industry, broad financial expertise and years of leadership experience.
4

TABLE OF CONTENTS

Continuing members of the Board of Directors:
Class III Directors (terms to expire at the 2023 Annual Meeting)
The current members of the Board of Directors who are Class III Directors are as follows:
Name
Age
Position with GoHealth
Clinton P. Jones
44
Co-Founder, Chief Executive Officer and
Co-Chair of the Board of Directors
Jeremy W. Gelber
46
Director
The principal occupations and business experience, for at least the past five years, of each Class III Director are as follows:
Clinton P. Jones
Clinton P. Jones is the co-founder of GoHealth, Inc. and has served as GoHealth, Inc.’s Chief Executive Officer since GoHealth, Inc.’s founding in 2001. 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 also serves as member of the board of directors of Bridge Legal. From June 2000 to January 2001, Mr. Jones served as Intranet Market Manager for Holt Value, a former division of Credit Suisse. Mr. Jones speaks regularly at industry events and conferences. He is also active in insurance regulatory forums. In 2013, Mr. Jones was recognized by Ernst & Young as the Midwest Entrepreneur of the Year and was also named to the annual Chicago leadership list, Crain’s 40 under 40. 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
Jeremy W. Gelber has served as a member of GoHealth, Inc.’s Board of Directors since 2020. Mr. Gelber has been a Senior Managing Director of Centerbridge since 2018, where he focuses on investments in the healthcare sector, and has also served as a member of the board of directors of American Renal Associates Holdings, Inc. since 2020, Civitas Solutions, Inc. since 2019 and Remedi SeniorCare Holding Corporation since 2019. 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.
Class I Directors (terms to expire at the 2024 Annual Meeting)
The current members of the Board of Directors who are Class I Directors are as follows:
Name
Age
Position with GoHealth
Helene D. Gayle
66
Director
Alexander E. Timm
33
Director
The principal occupations and business experience, for at least the past five years, of each Class I Director are as follows:
Helene D. Gayle
Helene D. Gayle has served as a member of GoHealth, Inc.’s board of directors since 2020. Dr. Gayle has been the Chief Executive Officer of The Chicago Community Trust, a community foundation in Chicago that matches donors with nonprofits, since 2017 and previously served as the Chief Executive Officer at the McKinsey Social Initiative, a nonprofit organization launched by McKinsey & Company that implements programs that bring together varied stakeholders to address complex global social challenges from 2015 to 2017. From 2006 to 2015, Dr. Gayle served as President and Chief Executive Officer of CARE USA, a leading international humanitarian
5

TABLE OF CONTENTS

organization. For twenty years, from 1984 to 2004, Dr. Gayle worked for the Centers for Disease Control, retiring as a Rear Admiral in the Public Health Service and an Assistant Surgeon General. Dr. Gayle serves as a member of the board of directors of The Coca-Cola Company and Organon & Co. Dr. Gayle holds a Bachelor of Arts in Psychology from Barnard College of Columbia University, a Doctor of Medicine degree from the University of Pennsylvania and a Master of Public Health degree from Johns Hopkins University. We believe Dr. Gayle is qualified to serve on GoHealth, Inc.’s board of directors due to her extensive knowledge of the healthcare industry, extensive board experience and many years of leadership experience.
Alexander E. Timm
Alexander E. 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. Mr. Timm is also the Chief Executive Officer of Root Insurance Company, an insurance company, which he co-founded in 2015. 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.
6

TABLE OF CONTENTS

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm
Our Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. 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, 2021. 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 2022 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, 2023. 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.
Vote Required
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 Board of Directors unanimously recommends 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, 2022.
7

TABLE OF CONTENTS

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Audit Committee has reviewed the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2021 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”).
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, 2021.
Joseph G. Flanagan
Alexander E. Timm
8

TABLE OF CONTENTS

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND OTHER MATTERS
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 billed to us in each of the last two fiscal years for other services:
Fee Category
2021
2020
Audit Fees
$3,545,000
$3,303,926
Audit-Related Fees
$30,450
$105,000
Tax Fees
$681,822
All Other Fees
Total Fees
$4,257,272
$3,408,926
Audit Fees
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, (c) our Registration Statement on Form S-1 related to our IPO (with respect to 2020) and (d) consents and review of other documents filed with the SEC.
Audit-Related Fees
Audit-related fees consist of business combination financial due diligence, internal control readiness and professional services rendered in connection with the audit of our 401k retirement plan.
Tax Fees
Tax fees consist of tax compliance preparation services.
All Other Fees
All other fees consist of services not captured in the audit or audit-related categories.
Audit Committee Pre-Approval Policy and Procedures
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.
9

TABLE OF CONTENTS

Proposal 3: Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation (“Frequency Vote”)
Our stockholders may indicate how frequently we should seek an advisory vote on the compensation of our Named Executive Officers. By voting on this proposal, stockholders may indicate whether they would prefer an advisory vote on named executive officer compensation once every one, two or three years. The Frequency Vote is advisory, and therefore not binding on the Company, the Compensation Committee or the Board of Directors. However, the Board of Directors is aware of significant interest in executive compensation matters by investors and the general public.
The Board of Directors has concluded that an advisory vote once every year is most appropriate based on our compensation program. While we have designed our executive compensation program to attract, motivate, reward and retain our senior management talent over a multi-year period, we want to ensure stockholders continue to have an opportunity to provide meaningful feedback on our compensation program.
Please cast your vote on your preferred voting frequency by choosing the option of one year, two years, three years, or abstain from voting.
Vote Required
The option of one year, two years or three years that receives the highest number of votes cast by stockholders will be the frequency for the advisory vote on executive compensation that has been selected by stockholders. This vote is advisory and non-binding on the Company and the Board may determine that it is in the best interests of the stockholders and the Company to hold an advisory vote on executive compensation more or less frequently than the option determined by our stockholders. We value our stockholders’ opinions and will consider the outcome of the Frequency Vote when determining how often to hold a say-on-pay vote.
The Board of Directors unanimously recommends a vote for every “1 Year” as the frequency with which stockholders are provided an advisory vote on executive compensation.
10

TABLE OF CONTENTS

Proposal 4: Approval of an Amendment to the Company 2020 Incentive Award Plan
Background
The Company adopted a 2020 Incentive Award Plan (the “Plan”) prior to its IPO. The 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 Plan permits Class A Shares to be issued in the form of stock options, stock appreciation rights, restricted stock awards, restricted stock units or other similar awards. The Plan provides that 6,465,359 Class A Shares would initially be made available for issuance pursuant to the Plan. In addition, at the beginning of each fiscal year, additional shares may be added to the Plan in an amount equal to 5% of the Class A Shares outstanding as of the last day of the previous fiscal period (the “Annual Evergreen”). As a result of the Annual Evergreen, 4,209,773 Class A Shares were added under the 2021 Annual Evergreen and 5,774,506 Class A Shares were added under the 2022 Annual Evergreen.
As of April 1, 2022, there were 9,446,241 Class A Shares that remained available for future issuances under the Plan. Given the limited number of shares that currently remain available under the Plan, the Board and management believe it is important that the amendment to the Plan—described below—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.
The Company has 321,281,735 shares of outstanding common stock with 121,943,390 shares of stock being in the form of Class A Shares and 199,338,345 shares of stock being in the form of Class B common stock (“Class B Shares”). With the Plan calculating the Annual Evergreen only in relation to the Class A Shares (i.e., a minority of the outstanding common stock), the Company has found that the Annual Evergreen is not sufficient to satisfy the annual needs of equity grants for employees and directors. 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 plan by 10,267,608 Class A Shares. In addition, the Board has also determined that it is appropriate to change the Annual Evergreen so that the calculation going forward is equal to 5% of the outstanding Class A Shares and Class B Shares rather than 5% of the outstanding Class A Shares.
Description of the Plan
The Plan became effective prior to the IPO. A summary of the material features of the Plan, as proposed to be amended, is provided below. The summary is qualified in its entirety by, and made subject to, the complete text of the Plan (as proposed to be amended) 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 Plan. As of April 1, 2022, approximately 4,500 employees of us and our parents and affiliates and all five of our non-employee directors are eligible to participate in the Plan if selected by the plan administrator for participation. While consultants are eligible to participate in the 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 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 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 Plan, subject to its express terms and conditions. The plan administrator also sets the terms and conditions of all awards under the Plan, including any vesting and vesting acceleration conditions.
Limitation on Awards and Shares Available. A total of 6,465,359 Class A Shares were initially available for issuance under the Plan. The number of shares initially available for issuance was 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 Class A Shares outstanding on the final day of the immediately preceding
11

TABLE OF CONTENTS

fiscal year and (B) a smaller number of shares as determined by our Board. As a result of the Annual Evergreen, 4,209,773 Class A Shares were added under the 2021 Annual Evergreen and 5,774,506 Class A Shares were added under the 2022 Annual Evergreen. 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 plan by another 10,267,608 Class A Shares, for a total number of authorized shares under the Plan equal to 26,717,246. In addition, the Board has also determined that it is appropriate to change the Annual Evergreen so that the calculation going forward is equal to 5% of the outstanding Class A Shares and Class B Shares rather than 5% of the outstanding Class A Shares. Accordingly, as a result of the proposed amendment, the number of shares available for issuance will be increased by an annual increase on January 1 of each calendar year beginning in 2023 and ending in and including 2030, equal to the lesser of (A) 5% of the sum of the Class A Shares and Class B Shares outstanding on the final day of the immediately preceding calendar year and (B) a smaller number of shares as determined by our Board.
The 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 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 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 Plan. However, the following shares may not be used again for grant under the 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 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 Plan.
The 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 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 1, 2022, the closing stock price of a Class A Share as reported on NASDAQ was $1.24 per share.
Awards. The Plan provides for the grant of stock options, including incentive stock options, or ISOs, and nonqualified stock options, or NSOs, restricted stock, dividend equivalents, restricted stock units, or RSUs, other stock-based awards, SARs, and cash awards. Certain awards under the 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 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.
12

TABLE OF CONTENTS

A brief description of each award type follows.
Stock Options. Stock options provide for the purchase of Class A Shares in the future at an exercise price set on the grant date. ISOs, by contrast to NSOs, may provide tax deferral beyond exercise and favorable capital gains tax treatment to their holders if certain holding period and other requirements of the Code are satisfied. The exercise price of a stock option may not be less than 100% of the fair market value of the underlying share on the date of grant (or 110% in the case of ISOs granted to certain significant stockholders), except with respect to certain substitute options granted in connection with a corporate transaction. The term of a stock option may not be longer than ten years (or five years in the case of ISOs granted to certain significant stockholders). Vesting conditions determined by the plan administrator may apply to stock options and may include continued service, performance and/or other conditions.
SARs. SARs entitle their holder, upon exercise, to receive from us an amount equal to the appreciation of the shares subject to the award between the grant date and the exercise date. The exercise price of a SAR may not be less than 100% of the fair market value of the underlying share on the date of grant (except with respect to certain substitute SARs granted in connection with a corporate transaction) and the term of a SAR may not be longer than ten years. Vesting conditions determined by the plan administrator may apply to SARs and may include continued service, performance and/or other conditions.
Restricted Stock and RSUs. Restricted stock is an award of nontransferable Class A Shares that remain forfeitable unless and until specified conditions are met, and which may be subject to a purchase price. RSUs are contractual promises to deliver Class A Shares in the future, which may also remain forfeitable unless and until specified conditions are met. Delivery of the shares underlying RSUs may be deferred under the terms of the award or at the election of the participant, if the plan administrator permits such a deferral. Conditions applicable to restricted stock and RSUs may be based on continuing service, the attainment of performance goals and/or such other conditions as the plan administrator may determine. Holders of restricted stock generally have all of the rights of a stockholder upon the issuance of restricted stock, but dividends paid with respect to a share of restricted stock prior to such share vesting shall be paid to the holder only to the extent such share subsequently vests. RSU holders have no rights of a stockholder with respect to shares subject to RSUs unless and until such shares are delivered in settlement of the RSUs. In the sole discretion of the plan administrator, RSUs may also be settled for an amount of cash equal to the fair market value of the shares underlying the RSU on the RSU’s maturity date, or a combination of cash and shares.
Other Stock or Cash-Based Awards. Other stock or cash-based awards are awards of cash, fully vested Class A Shares and other awards denominated in, linked to, or derived from shares of our common stock or value metrics related to our shares. Other stock or cash-based awards may be granted to participants and may also be available as a payment form in the settlement of other awards, as standalone payments and as payment in lieu of base salary, bonus, fees or other cash compensation otherwise payable to any individual who is eligible to receive awards. Conditions applicable to other stock or cash-based awards may be based on continuing service, the attainment of performance goals and/or such other conditions as the plan administrator may determine.
Dividend Equivalents. Dividend equivalents represent the right to receive the equivalent value of dividends paid on Class A Shares and may be granted alone or in tandem with awards other than stock options or SARs. Dividend equivalents are credited as of dividend record dates during the period between the date an award is granted and the date such award terminates or expires, as determined by the plan administrator. Dividend equivalents paid with respect to an award that are based on dividends paid prior to the vesting of such award shall only be paid out to the extent the vesting conditions of the award are satisfied and the award vests.
Performance Awards. Performance awards include any of the foregoing awards that are granted subject to vesting and/or payment based on the attainment of specified performance goals or other criteria the plan administrator may determine, which may or may not be objectively determinable. Performance criteria upon which performance goals are established by the plan administrator may include but are not limited to: (i) net earnings or losses (either before or after one or more of the following: (A) interest, (B) taxes, (C) depreciation,
13

TABLE OF CONTENTS

(D) amortization and (E) non-cash equity-based compensation expense); (ii) gross or net sales or revenue or sales or revenue growth; (iii) net income (either before or after taxes); (iv) adjusted net income; (v) operating earnings or profit (either before or after taxes); (vi) cash flow (including, but not limited to, operating cash flow and free cash flow); (vii) return on assets; (viii) return on capital (or invested capital) and cost of capital; (ix) return on stockholders’ equity; (x) total stockholder return; (xi) return on sales; (xii) gross or net profit or operating margin; (xiii) costs, reductions in costs and cost control measures; (xiv) expenses; (xv) working capital; (xvi) earnings or loss per share; (xvii) adjusted earnings or loss per share; (xviii) price per share or dividends per share (or appreciation in and/or maintenance of such price or dividends); (xix) regulatory achievements or compliance (including, without limitation, regulatory body approval for commercialization of a product); (xx) implementation or completion of critical projects; (xxi) market share; (xxii) economic value; (xxiii) individual employee performance; or (xxiv) any combination of the foregoing, any of which may be measured either in absolute terms for us or any operating unit of our company or as compared to any incremental increase or decrease or as compared to results of a peer group or to market performance indicators or indices.
Certain Transactions and Adjustments. The plan administrator has broad discretion to take action under the 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 Plan and outstanding awards. In the event of a “change in control” (as defined in the 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 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 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.
14

TABLE OF CONTENTS

Plan Amendment and Termination. Our Board may amend or terminate the 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 Plan. No award may be granted pursuant to the Plan after the tenth anniversary of the date on which our Board adopted the Plan.
New Plan Benefits
The number of stock options or other forms of award that will be granted under the Plan is not currently determinable. Information regarding awards granted in 2021 under the Plan to the Named Executive Officers is provided in the “2021 Summary Compensation Table” and the “2021 Grants of Plan-Based Awards” table. Information regarding awards granted in 2021 under the Plan to non-employee directors is provided in the “2021 Director Compensation” table.
Historical Equity Awards Table
The following table sets forth the number of stock options and restricted stock units granted over the lifetime of the Plan to the individuals and groups as indicated as of April 6, 2022. No other equity awards have been granted under the Plan since its inception.
Name and Position
Stock
Options
Restricted Stock
Units(1)
Clinton P. Jones, Chief Executive Officer
112,875
202,566
Travis Matthiesen, Interim Chief Financial Officer
76,191
136,732
Vance Johnston, Former Chief Financial Officer
438,099
281,690
Brandon M. Cruz, Chief Strategy Officer and Special Advisor to the Executive Team
112,875
202,566
James A. Sharman, President
84,656
151,924
Brian P. Farley, Chief Legal Officer and Corporate Secretary
342,656
275,505
All executive officers (7 persons)
1,244,954
1,390,247
All non-executive directors (5 persons)
0
130,338
All employees (other than current executive officers) (approximately 2,413 persons)
4,650,427
1,893,813
(1)
Included in this column are 488,685 performance-based restricted stock units (at target). Under the terms of the performance-based restricted stock unit award agreements, the vesting level of the performance-based restricted stock units may range from 0% to 200% based on the Company’s performance during the applicable performance period.
Federal Income Tax Consequences
The following is a brief summary of the U.S. federal income tax consequences of awards made under the Plan. This discussion does not address all aspects of the United States federal income tax consequences of participating in the 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 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.
15

TABLE OF CONTENTS

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.
The Board of Directors recommends a vote FOR the approval of the amendment to the 2020 Incentive Award Plan.
16

TABLE OF CONTENTS

EXECUTIVE OFFICERS
The following table identifies our executive officers as of April 1, 2022:
Name
Age
Position
Clinton P. Jones(1)
44
Co-Founder, Chief Executive Officer and Co-Chair of the Board of Directors
Brandon M. Cruz(2)
44
Co-Founder, Chief Strategy Officer, Special Advisor to the Executive Team and Co-Chair of the Board of Directors
Shane E. Cruz(3)
42
Chief Operating Officer
Brian P. Farley(4)
52
Chief Legal Officer and Corporate Secretary
Travis Matthiesen(5)
38
Interim Chief Financial Officer
James A. Sharman(6)
63
President
(1)
See biography on page 5 of this proxy statement.
(2)
See biography on page 4 of this proxy statement.
(3)
Shane E. Cruz has served as GoHealth’s Chief Operating Officer since 2020 and prior to that, was the Chief Technology Officer of GoHealth since 2014. Mr. Cruz holds Bachelor of Science degrees in Computer Science and Engineering and a Master of Engineering in Electrical Engineering and Computer Science from the Massachusetts Institute of Technology.
(4)
Brian P. Farley has served as GoHealth’s Chief Legal Officer and Corporate Secretary since 2020. Previously, Mr. Farley served in various roles at Allscripts Healthcare Solutions, Inc., including most recently as Executive Vice President, General Counsel and Chief Administrative Officer from 2013 to 2020. Mr. Farley holds a Bachelor of Arts in Political Economics from Colorado College, a Juris Doctor from The George Washington University National Law Center and an Executive Master’s in Business Administration from the University of Colorado.
(5)
Travis J. Matthiesen is the Interim Chief Financial Officer and formerly served as Chief Financial Officer from 2018 until November 2021 when he moved into the Chief Transformation Officer role. Mr. Matthiesen moved back into the Chief Financial Officer position, on an interim basis, in February 2022. Prior to serving as Chief Financial Officer, he served as GoHealth’s Vice President of Finance and Marketplace Operations from 2017 to 2018 and as GoHealth’s Corporate Controller from 2010 to 2017. From 2006 to 2010, Mr. Matthiesen worked at the Assurance and Advisory Services Department of Ernst & Young LLP. Mr. Matthiesen holds a Master of Business Administration from the University of Notre Dame and a Bachelor of Science degree in Accounting from Cedarville University.
(6)
James A. Sharman has served as GoHealth’s President since 2020 and prior to that, was the Chief Operating Officer of GoHealth since 2018. Mr. Sharman was also appointed as a director of The Shyft Group (formerly known as Spartan Motors Inc. prior to 2020), which specializes in vehicle manufacturing and assembly for the commercial and retail vehicle industries, in February 2016 and has served as its Chairman since 2018. From 2015 through 2018, Mr. Sharman served as Chief Operating Officer of Coyote Logistics, a freight broker and logistics services provider and a wholly-owned subsidiary of United Parcel Service, Inc. Mr. Sharman holds a Master of Business Administration from Duke University's Fuqua School of Business and Bachelor of Science degree in Engineering from the United States Military Academy at West Point.
17

TABLE OF CONTENTS

CORPORATE GOVERNANCE
General
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” in our investor relations section of our corporate website located at investors.gohealth.com, or by writing to our Corporate Secretary at our offices at 214 West Huron St., Chicago, Illinois 60654.
Board Composition
Our Board of Directors currently consists of seven members: Brandon M. Cruz, Joseph G. Flanagan, Helene D. Gayle, Jeremy W. Gelber, Clinton P. Jones, Miriam A. Tawil and Alexander E. Timm. 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.
Diversity
The Board recognizes the value of diversity and appreciates that a diverse Board results in a more effective decision-making process. In evaluating candidates for the Board, the Board and the Nominating and Corporate Governance Committee look for many factors that can help to create a diverse group of individuals, including professional experience, skills, background, education, geography and gender, race and ethnicity.
The following table provides information regarding our directors' diversity. The diversity information presented below is based upon voluntary self-identification responses we received from each director.
Board Diversity Matrix as of April 13, 2022
Total Number of Directors
7
Part I: Gender Identity
Female
Male
Directors
2
5
Part II: Demographic Background
 
 
African American or Black
1
Hispanic or Latinx
1
White
1
3
Did not dislcose
1
LGBTQ
1
Stockholders’ Agreement
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,
18

TABLE OF CONTENTS

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 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.
Controlled Company Exemptions
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 Select 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
19

TABLE OF CONTENTS

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.
Director Independence
Joseph Flanagan, Helene Gayle, Jeremy Gelber, Miriam Tawil and Alexander Timm 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 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 Ms. Tawil are affiliated with certain of our significant stockholders. Clinton Jones and Brandon Cruz are not independent. Brandon Cruz, our Co-Founder, Chief Strategy Officer and Special Advisor to the Executive Team and Director is the brother of Shane Cruz, our Chief Operating Officer. Otherwise, there are no family relationships among any of our executive officers or directors.
Director Candidates
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, Ms. Tawil, Mr. Flanagan and Mr. Timm by Centerbridge, and (ii) Mr. Cruz, Mr. Jones and Ms. Gayle 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; diversity of 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 diversity 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.
20

TABLE OF CONTENTS

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., 214 West Huron St., 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.
Communications from Stockholders
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-Chairs 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., 214 West Huron St., Chicago, Illinois 60654.
Board Leadership Structure and Role in Risk Oversight
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 combined, with Clinton Jones serving as Co-Chair of the Board and Chief Executive Officer and Brandon Cruz serving as Co-Chair of the Board and Chief Strategy Officer and Special Advisor to the Executive Team. Our Board has determined that combining the roles of Co-Chair of the Board and Chief Executive Officer, in the case of Mr. Jones, and Chief Strategy Officer and Special Advisor to the Executive Team, in the case of Mr. Cruz, is best for our Company and its stockholders at this time because it promotes unified leadership by Mr. Jones and Mr. Cruz and allows for a single, clear focus for management to execute the Company's strategy and business plans. Our Board is comprised of individuals with extensive experience in finance, the insurance and healthcare industries and public company management. For these reasons and because of the strong leadership of Mr. Jones and Mr. Cruz, our Board has concluded that our current leadership structure is appropriate at this time.
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-Chair of the Board is also a member of management or is a director that does not otherwise qualify as an independent director, the independent directors may elect a lead director whose responsibilities include presiding over all meetings of the Board at which the Chairperson or Co-Chair is 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-Chair of the Board, as appropriate. The full list of responsibilities of our lead director may be found in our Corporate Governance Guidelines. Currently, our lead director is Joseph Flanagan.
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
21

TABLE OF CONTENTS

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, such as risks relating to the COVID-19 pandemic, 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 has 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.
Code of Ethics
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 “Documents & Charters.” 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.
Anti-Hedging Policy
Our Board of Directors has adopted an Insider Trading Compliance Policy, which applies to all of our directors, officers and employees. 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.
Attendance by Members of the Board of Directors at Meetings
There were three meetings of the Board of Directors during the fiscal year ended December 31, 2021. During the fiscal year ended December 31, 2021, 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 is 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-Chairs 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 directors attended the 2021 Annual Meeting of Stockholders.
22

TABLE OF CONTENTS

COMMITTEES OF THE BOARD
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 and each such 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.
Name
Audit*
Compensation
Nominating and
Corporate Governance*
Brandon M. Cruz
 
Chairperson
 
Joseph G. Flanagan
X
 
X
Helene D. Gayle
 
 
X
Jeremy W. Gelber
 
X
X
Clinton P. Jones
 
 
X
Alexander E. Timm
X
 
 
*
Audit Committee and Nominating and Corporate Governance Committee do not currently have permanent chairpersons.
Audit Committee
Our Audit Committee’s responsibilities include:
appointing, approving the fees of, retaining and overseeing our independent registered public accounting firm;
discussing with our independent registered public accounting firm their independence from management;
discussing with our independent registered public accounting firm any audit problems or difficulties and management’s response;
approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;
overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC;
reviewing our policies on risk assessment and risk management;
reviewing, and if appropriate, approving related person transactions;
establishing procedures for the confidential anonymous submission of complaints regarding questionable accounting, internal controls or auditing matters; and
preparing the audit committee report required by the SEC rules (which is included on page 8 of this proxy statement).
The Audit Committee charter is available on our investor relations website at investors.gohealth.com. The members of the Audit Committee are Joseph Flanagan and Alexander Timm. The committee does not currently have a permanent Chairman. Anita Pramoda served as the Chairperson of the Audit Committee until her resignation on April 5, 2022. Our Board has affirmatively determined that each of Mr. Flanagan and Mr. Timm 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 both Mr. Flanagan 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 2021.
23

TABLE OF CONTENTS

Compensation Committee
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:
reviewing and recommending for approval by the Board, the compensation of our CEO, and reviewing and approving the compensation of our other executive officers;
overseeing and administering our cash and equity incentive plans;
reviewing and making recommendations to the Board of Directors with respect to director compensation;
reviewing and discussing annually with management our “Compensation Discussion and Analysis,” to the extent required; and
preparing the annual compensation committee report, to the extent required by SEC rules.
The Compensation Committee generally considers the Chief Executive Officer’s recommendations when making decisions regarding the compensation of non-employee directors and 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. In 2020, in connection with preparation for our IPO, the Company retained Pearl Meyer to provide guidance in establishing our executive compensation program as a public company. Pearl Meyer continues to be retained by the Committee and to consult with our Company 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 and Jeremy Gelber. Mr. Cruz serves as the Chairperson of the Compensation Committee.
The Compensation Committee met three times in 2021.
Nominating and Corporate Governance Committee
Our Nominating and Corporate Governance Committee’s responsibilities include:
identifying individuals qualified to become board members;
recommending to the Board of Directors the persons to be nominated for election as directors and to each board committee;
developing and recommending to the Board of Directors corporate governance guidelines; and
overseeing an annual evaluation of the Board of Directors.
The Nominating and Corporate Governance Committee charter is available on our website at investors.gohealth.com. The members of our Nominating and Corporate Governance Committee are Joseph Flanagan, Helene Gayle, Jeremy Gelber and Clinton Jones. The Committee does not presently have a permanent Chairperson. 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.
The Nominating and Corporate Governance Committee met one time in 2021.
24

TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS
This section discusses the material components of the executive compensation program for our executive officers who are named in the “2021 Summary Compensation Table” below. For the year ended December 31, 2021, our “named executive officers” (“NEOs”) and their positions were as follows:
Clinton P. Jones, Chief Executive Officer;
Travis J. Matthiesen, Interim Chief Financial Officer;*
Vance Johnston, Former Chief Financial Officer;*
Brandon M. Cruz, Chief Strategy Officer and Special Advisor to the Executive Team;
James A. Sharman, President; and
Brian P. Farley, Chief Legal Officer and Corporate Secretary.
*
On January 24, 2022, Vance Johnston resigned from his position as the Company’s Chief Financial Officer and remained employed by the Company through February 11, 2022. The Company appointed Travis Matthiesen, the Company’s former Chief Financial Officer and then-current Chief Transformation Officer, as Interim Chief Financial Officer, effective January 25, 2022. Mr. Johnston did not receive any severance benefits in connection with his separation.
This discussion describes our executive compensation program for our named executive officers for fiscal year 2021.
Compensation Philosophy and Objectives
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:
Attract, engage, motivate, retain and appropriately reward executives for their contributions to our business, our customers, our partners and our stockholders
Closely align executive interests and rewards with the interests of our stockholders
Drive the achievement of the Company’s purpose, mission, values and strategy
Provide competitive compensation compared to the external market
Elements of Compensation
In order to support the achievement of the compensation objectives outlined above, the Compensation Committee has included the following elements in its compensation package for NEO’s:
Base Salary
Annual Cash Incentive
Long-Term Equity Grant
Benefits
Perquisites
We believe the combination of each of these elements is structured in a way to achieve a balance of the compensation objectives above. The percentage mix of each element varies based upon the applicable role and is intended to result in pay for performance. For example, our CEO had more than 81% of his 2021 target compensation in the form of Company equity, directly correlating his compensation with our stock price and, therefore, directly aligning his compensation with the interests of our stockholders.
25

TABLE OF CONTENTS

Base Salary
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. 2021 base salaries for Clinton Jones, Brandon Cruz and Brian Farley did not change as compared to fiscal year 2020. Base salaries for Travis Matthiesen and James Sharman were increased 20% and 12.5%, respectively, to acknowledge the increase in responsibilities and experience of such individuals. The base salary for Mr. Johnston was established at the time he joined the Company based on the Company’s historical compensation practices and competitive market data. The table below reflects each NEO’s salary as of the end of December 31, 2021:
Name
Annual Base Salary ($)
Clinton P. Jones
325,000
Travis J. Matthiesen
370,000
Vance Johnston
450,000
Brandon M. Cruz
325,000
James A. Sharman
450,000
Brian P. Farley
400,000
2021 Bonuses
The Company provides annual incentive cash bonuses, which we refer to as “Annual Bonuses,” to its NEOs under its 2021 Executive Compensation and Bonus Plan, which we refer to as the “Annual Bonus Plan.” Under the 2021 Annual Bonus Plan, Annual Bonuses are determined based on achievement of Company revenue and Adjusted EBITDA targets. Company targets were established by the board during the first quarter of the fiscal year based upon the Company’s 2021 annual operating plan and was 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. For example, if the Company’s revenue or Adjusted EBITDA is below 80% of the pre-established target, there is no payout for that metric. If the Company exceeds its targets, payouts increase with a maximum payout of 200% of target. This structure aligns with the Company’s pay for performance compensation philosophy.
For the fiscal year ended December 31, 2021, 40% of each NEOs Annual Bonus was based on the Company’s Adjusted EBITDA performance and 60% of each NEOs Annual Bonus was based on the Company’s revenue performance. The payout uses a performance scale for each of the two components, ranging from 0% to 200%. The target Adjusted EBITDA for 2021 was $375 million, in line with the annual operating plan, and would result in a 100% payout of target for this component. If Adjusted EBITDA was below $330 million, no payout would be made; if Adjusted EBITDA is $425.6 million or above, payout would be 200% Adjusted EBITDA is generally calculated, for the Annual Bonus, in line with those amounts disclosed in our publicly disclosed financial statements. The target revenue for 2021 was $1.251 billion, in line with the annual operating plan, and would result in a 100% payout of target for this component. If revenue fell below $1.1 billion, payout for this component would be 0% and if revenue exceeded $1.42 billion, payout for this component would be 200%.
For the fiscal year ended December 31, 2021, the target Annual Bonus amounts for Brandon Cruz and Clinton Jones were each $175,000 and the target for Travis Matthiesen was $222,000, James Sharman was $350,000 and Brian Farley was $300,000. Annual Bonuses for the fiscal year ended December 31, 2021 were determined to be 56% of target. This is based upon a 93% payout of the revenue target and a 0% payout of the Adjusted EBITDA target. The amounts of the Annual Bonuses for the year ended December 31, 2021 are reflected in the 2021 Summary Compensation Table.
Share-Based Compensation
2020 Incentive Award Plan
We adopted a 2020 Incentive Award Plan, or the Plan, in connection with our IPO in order to facilitate the grant of cash and equity incentives to directors, employees (including our named executive officers) and consultants of our Company and certain of its affiliates and to enable our Company and certain of its affiliates to obtain and retain
26

TABLE OF CONTENTS

services of these individuals, which we believe is essential to our long-term success. The maximum number of shares of common stock reserved under the Plan is (i) 6,465,359 shares of our common stock, plus (ii) an annual increase on the first day of each year ending in and including 2030, equal to the lesser of (A) 5% of the outstanding shares of all classes of our Class A common stock outstanding on the last day of the immediately preceding fiscal year and (B) such lesser amount as determined by our board of directors. The Plan provides for the grant of stock options, including incentive stock options and nonqualified stock options, restricted stock, dividend equivalents, restricted stock units, other stock-based awards, SARs, and cash awards. Vesting conditions applicable to awards granted under the Plan may be based on continuing service, the attainment of performance goals and/or such other conditions as the plan administrator may determine.
For 2021 fiscal year, the NEOs (other than Mr. Johnston) received equity grants that included time-based restricted stock units (“RSUs”), performance-based RSUs and stock options. With the exception of Mr. Johnston whose start date was December 7, 2021, the NEOs received their grants in February 2021. Each such grant included 50% time-based RSUs, 25% performance-based RSUs and 25% stock options. The time-based RSUs and stock options vest over a three-year period with one-third vesting each year, with the stock options having an exercise price of $14.81. The performance-based RSUs vest at the end of three years based upon relative total stockholder return (“TSR”) performance compared to a peer group of companies, as discussed more below. When Mr. Johnston joined the Company, he received an initial equity grant valued at $2,000,000, one-half of which was granted in the form of time-based RSUs and the other half in the form of stock options, both vesting on each of the first three anniversaries of his appointment date. Mr. Johnston’s exercise price is $3.55. NEOs must generally remain employed by the Company at the time of vesting in order to benefit from such grant and, accordingly, Mr. Johnston forfeited his equity awards upon his resignation in January 2022. The grant date fair value of each NEO’s 2021 grants is included in the 2021 Summary Compensation table.
In addition, Mr. Farley received an additional retention bonus in 2021 that included 50% performance-based RSUs and 50% time-based RSUs. The time-based RSUs vest over a two-year-period with one-half vesting each year and the performance-based RSUs vest at the end of three years based upon TSR performance compared to our Peer Group (defined below).
As noted above, for the performance-based RSUs, performance is based upon TSR relative to a peer group of companies (“Peer Group”). See Comparison to Relevant Peer Group for information on how the Peer Group was selected and a list of such companies. Payout for the performance-based RSUs is on a sliding scale with the minimum payout being 0%, for performance below the 25th percentile compared to the Peer Group, target payout (100%) for performance at the 45th percentile and the maximum payout being 200%, for performance at the 90th percentile or greater compared to the Peer Group.
Other Elements of Compensation
Retirement Plans
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. Currently, we match 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.
Employee Benefits and Perquisites
Health/Welfare Plans. All of our full-time employees, including our NEOs, are eligible to participate in our health and welfare plans, including:
medical, dental and vision benefits;
medical and dependent care flexible spending accounts;
short-term and long-term disability insurance;
27

TABLE OF CONTENTS

life insurance;
commuter benefits; and
an employee assistance program.
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 named executive officers. Brandon Cruz and Clinton Jones are also entitled to reimbursement for up to 100 hours of personal private airplane use per year, so long as such reimbursed costs are commercially reasonable and do not include hangar costs, catering, insurance, or personal property taxes. Neither Brandon Cruz nor Clinton Jones is entitled to any tax gross-up payment in connection with the reimbursement of these expenses. The amounts of these reimbursements received for the year ended December 31, 2021 are reflected in the 2021 Summary Compensation Table.
No Tax Gross-Ups
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.
Employment Agreements
In connection with our IPO, we entered into employment agreements with certain of our NEOs, which we refer to as “Employment Agreements.” The Employment Agreements for Clinton Jones, James Sharman, and Travis Matthiesen became effective as of July 15, 2020 and the Employment Agreement for Brandon Cruz became effective on April 16, 2020 followed by an amendment and restatement of such agreement, which became effective as of July 15, 2020. Brian Farley entered into an Offer of Employment in advance of the IPO which summarizes initial terms of his employment. The Company and Vance Johnston entered into an employment agreement on December 2, 2021, the terms of which were determined based on the negotiations of the parties and the Company’s historical compensation practices.
The term of employment for each of Clinton Jones, James Sharman, Travis Matthiesen and Vance Johnston is three years from the effective date of each agreement and the term of employment for Brandon Cruz is four years from the effective date of his agreement, each subject to automatic one-year extensions provided that neither party provides written notice of non-extension within ninety days of the expiration of the then-current term. Mr. Farley does not have a specified length of employment. The employment agreements and offer letters specify the initial terms of employment and include severance protections in the event the NEO is terminated without cause or resigns for good reason. Please see the Potential Payments upon Termination, Including Following Change of Control for 2021 table included in this proxy statement for further information regarding the severance benefits that may be paid to the NEOs under their employment arrangements.
On October 18, 2021, the Company entered into an amendment to Mr. Matthiesen’s existing employment agreement and Executive Common Unit and Profits Unit Agreement (the “PIU Agreement”), pursuant to which Mr. Matthiesen transitioned into a new role within the Company as Chief Transformational Officer (“CTO”). As CTO, Mr. Matthiesen remained eligible to continue to receive his current base salary, participate in the Company’s employee benefit plans, receive reimbursements for reasonable out-of-pocket business expenses, and be entitled to vacation or paid time off in accordance with applicable Company policy, and his Company equity awards would continue to vest according to their terms. On the first-year anniversary of the amendment (the “Trigger Date”), Mr. Matthiesen could decide to terminate his employment with the Company and such termination would qualify under the Good Reason standard of his employment agreement; provided, however, that, in such instance, the severance period would be six (6) months and all unvested service units would vest in full upon such termination. In the event Mr. Matthiesen’s employment was terminated by the Company prior to the Trigger Date (unless terminated with cause), Mr. Matthiesen would be entitled to all severance rights and equity vesting under his original employment agreements and PIU. Any post-employment payments will be conditioned upon signing a wavier and release of claims agreement as well as compliance with the Restrictive Covenant Agreement previously agreed upon between the Company and Mr. Matthiesen. In March 2022, the Company and Travis Matthiesen agreed to further amend his existing employment agreement. Pursuant to the amendment, Mr. Matthiesen is eligible to receive two cash bonuses each equal to $350,000. The first bonus was to be paid upon the later of (i) the filing of the Form 10-K for fiscal year 2021 or (ii) March 30, 2022. The
28

TABLE OF CONTENTS

second bonus is to be paid no later than June 30, 2022. Both bonuses are conditioned upon Mr. Matthiesen staying employed with the Company, except that if the Company terminates Mr. Matthiesen without “cause” (as defined in Mr. Matthiesen’s employment agreement), Mr. Matthiesen will be entitled to receive such second bonus. The amendment also modifies the circumstances under which Mr. Matthiesen is entitled to receive severance, providing that he may terminate his employment between June 1, 2022 and June 15, 2022 for “Good Reason” (as defined in Mr. Matthiesen’s employment agreement as modified in the second amendment), effective as of June 30, 2022, and receive the severance benefits contemplated by his employment agreement.
How We Make Executive Compensation Decisions
Role of the Board, Compensation Committee and our Executive Officers
The Compensation Committee is responsible for recommending to the full Board the compensation of our Chief Executive Officer and determining the compensation for each of our other executive officers. In making their recommendation regarding our Chief Executive Officer, the Compensation Committee takes into account the Board’s review of the Chief Executive Officer’s performance. In setting the compensation of our other executive officers, the Compensation Committee takes into account the Chief Executive Officer’s review of each executive officer’s performance and his recommendations with respect to their compensation. The Compensation Committee’s responsibilities regarding executive compensation are further described in the “Corporate Governance” section of this proxy statement.
Guidance from Independent Compensation Consultant
Pearl Meyer is engaged at the sole discretion of the Compensation Committee to provide executive compensation consulting services. With respect to 2021, Pearl Meyer provided services related to the review of 2021 compensation adjustments, awards under our equity incentive program, the setting of performance goals in our Annual Bonus Plan, an analysis of the relationship between the Company’s pay and performance relative to peers, trends and tax and regulatory developments with respect to executive compensation and our non-employee director compensation program. Pearl Meyer is retained by and reports to the Compensation Committee and, at the request of the Compensation Committee, participates in Compensation Committee meetings. Pearl Meyer did not provide any services to the Company with respect to 2021 other than those provided to the Compensation Committee. The Compensation Committee reviewed the independence of Pearl Meyer under Nasdaq and SEC rules and concluded that the work of Pearl Meyer has not raised any conflict of interest.
Comparison to Relevant Peer Group
To obtain a broad view of competitive practices among industry peers and competitors for executive talent, the Compensation Committee reviews market data for our Peer Group listed below. The Compensation Committee believes that our executive compensation peer group should reflect the markets in which the Company competes for business, executive talent and capital and selects companies based on the following peer selection criteria:
U.S. Publicly traded companies
Revenue generally around one-third to three times Company revenue ($350M - $3.5B)
Market capitalization generally around one-third to three times Company market capitalization ($500M - $7B)
Participates in an industry with similar dynamics to the Company’s industry (online brokerage, insurance brokerage, online marketplace, healthcare tech)
Has available benchmarking data
We believe that the compensation practices of our 2021 Peer Group provided us with appropriate benchmarks for evaluating the compensation of our NEOs for 2021 because of the developmental, market and organizational characteristics we shared with the companies in our Peer Group. While the Compensation Committee considers relevant market pay practices when setting executive compensation, it does not believe it is appropriate to establish compensation levels based only on market practices. The Compensation Committee believes that compensation decisions are complex and require a deliberate review of Company and individual performance and peer compensation levels.
29

TABLE OF CONTENTS

Peer Group
Lyft, Inc.
Pinterest, Inc.
LendingTree, Inc.
SelectQuote, Inc.
Copart, Inc.
Etsy, Inc.
Redfin Corporation
Chegg, Inc.
Allscripts HC Solutions, Inc.
Vroom, Inc.
Teladoc Health, Inc.
CarGurus, Inc.
Grubhub Inc.
R1 RCM Inc.
Inovalon Holdings, Inc.
Pluralsight, Inc.
CoStar Group, Inc.
Evolent Health, Inc.
HMS Holdings Corp.
EverQuote, Inc.
ANGI Homeservices Inc.
Envestnet, Inc.
eHealth, Inc.
 
Risks Related to Compensation Policies and Practices
When determining our compensation policies and practices, the Board considers various matters relevant to the development of a reasonable and prudent compensation program, including whether the policies and practices are reasonably likely to have a material adverse effect on us. We believe that the mix and design of our executive compensation plans and policies do not encourage management to assume excessive risks and are not reasonably likely to have a material adverse effect on us.
Compensation Committee Report
The following report of the compensation committee shall not be deemed to be “soliciting material” or to otherwise be considered “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Act, or the Securities Exchange Act of 1934, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference into such filing.
Our Compensation Committee has reviewed and discussed the section entitled “Compensation Discussion and Analysis” with our management. Based upon this review and discussion, the Compensation Committee recommended to the Board of Directors that the section entitled “Compensation Discussion and Analysis” be included in this proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
Respectfully submitted by the Compensation Committee.
Brandon Cruz
Jeremy Gelber
30

TABLE OF CONTENTS

COMPENSATION TABLES
The following table provides information regarding the compensation earned by our NEOs for the fiscal year ended December 31, 2021 and, to the extent required under the SEC executive compensation disclosure rules, the fiscal years ended December 31, 2020 and 2019.
2021 Summary Compensation Table
Name and Principal Position
Year
Salary
($)
Stock Awards
($)
Option
Awards
($)
Non-equity
Incentive Plan
Compensation
($)
All Other
Compensation
($)
Total
($)
 
 
(1)
(2)
(3)
(4)
(5)
 
Clinton P. Jones,
Chief Executive Officer
2021
$325,000
$3,000,003
$1,000,073
$98,000
$507,768
$4,930,844
2020
$325,000
$30,350,749
$0
$231,000
$757,957
$31,664,706
2019
$325,000
$3,989,833
$0
$350,000
$5,893
$4,670,726
Travis J. Matthiesen,
Interim Chief Financial Officer(*)
2021
$360,769
$2,025,001
$675,052
$121,926
$17,988
$3,200,736
Vance Johnston,
Former Chief Financial Officer(*)
2021
$15,577
$1,000,000
$998,866
$0
$0
$2,014,443
Brandon M. Cruz,
Chief Strategy Officer and Special Advisor to the Executive Team
2021
$325,000
$3,000,003
$1,000,073
$98,000
$1,337,514
$5,760,590
2020
$325,000
$30,350,749
$0
$231,000
$1,194,486
$32,101,235
2019
$325,000
$3,989,833
$0
$350,000
$5,893
$4,670,726
James A. Sharman,
President
2021
$442,308
$2,249,994
$750,052
$196,000
$9,851
$3,648,204
2020
$400,000
$12,140,591
$0
$462,000
$241
$13,002,832
2019
$400,000
$1,595,933
$0
$700,000
$15,136,805
$17,832,738
Brian P. Farley,
Chief Legal Officer and Corporate Secretary
2021
$400,000
$3,374,977
$625,046
$168,000
$22,432
$4,590,455
(*)
Mr. Johnston was appointed Chief Financial Officer of the Company on December 7, 2021, succeeding Mr. Matthiesen in such role. Mr. Johnston resigned from the Company on February 11, 2022. Upon resignation, all outstanding equity awards held by Mr. Johnston were forfeited.
(1)
Reflects actual base salary paid in the applicable fiscal year.
(2)
Reflects the grant date fair value of RSUs granted in the fiscal year, calculated in accordance with FASB ASC Topic 718. The grant date fair value of the time-based units is calculated based on the number of RSUs granted multiplied by the grant date closing price. The grant date fair value of the performance-based RSUs is calculated based on the number of RSUs expected to vest based on the probable outcome of the underlying performance conditions as of the date of grant multiplied by the grant date closing price. If the performance-based RSUs vest at the maximum performance level, the grant date fair value of the 2021 performance-based RSUs based on the grant date closing price of $14.81 would be: Mr. Jones-$2,000,002; Mr. Matthiesen- $1,349,991; Mr. Cruz- $2,000,002; Mr. Sharman- $1,499,986; and Mr. Farley- $1,249,994 and $1,499,986 respectfully for his two performance-based RSU grants. Mr. Johnston's stock awards were forfeited upon resignation of his employment on February 11, 2022. See Note 7 to the Audited Financial Statements included in our Form 10-K for the fiscal year ended December 31, 2021 (the “Audited Financial Statements”) for a discussion of the relevant assumptions used in calculating these amounts.
(3)
The amounts reported in this column represent the grant date fair value of the stock option awards, calculated in accordance with FASB ASC 718. See Note 7 to the Audited Financial Statements for a discussion of the relevant assumptions used in calculating these amounts.
(4)
The amounts in this column reflect cash award paid under the Annual Bonus Plan, which is discussed in further detail in the Compensation Discussion and Analysis.
(5)
The amounts in this column for 2021 consist of the sum of all other compensation as reported in the following table of All Other Compensation:
31

TABLE OF CONTENTS

All Other Compensation
Name
401K Match
Life Insurance
Executive
Health Care
Perqs
Total
 
(a)
 
(b)
(c)
 
Clinton P. Jones
$6,510
$619
$13,321
$487,317
$507,767
Travis J. Matthiesen
$4,050
$617
$13,321
$
$17,988
Vance Johnston
$
$
$
$
Brandon M. Cruz
$6,500
$619
$13,321
$1,317,074
$1,337,514
James A. Sharman
$
$864
$8,987
$
$9,851
Brian P. Farley
$8,000
$1,111
$13,321
$
$22,432
(a)
The GoHealth, Inc. 401(k) is available to all eligible salaried and hourly employees, including senior management. Participants contribute by making pre-tax employee contributions that are then matched by the Company. The match is 50% of the first 4% of employee contributions.
(b)
The Company provides certain senior officers with access to executive health benefits.
(c)
Mr. Jones and Mr. Cruz are permitted to have 100 hours of personal use of private aircraft at the Company's expense pursuant to their employment agreements. The expense is calculated based upon an hourly rate based upon underlying cost.
The following table provides information regarding the possible payouts to our NEOs in 2021 under the Annual Bonus and the equity awards received by our NEOs under the Plan.
2021 Grants of Plan-Based Awards Table
Name
Eff Grant
Date
Estimated Future Payouts under
Non-Equity Incentive Plan Awards
Estimated Future Payouts under
Equity Incentive Plan Awards
All Other
Stock
Awards:
Number
of shares
of stock
or units
(#)
All Other
Option
Awards:
Number of
securities
underlying
options
(#)
Exercise or
Base Price
of Option
Awards
($/Sh)
Grant Date
Fair Value of
Stock and
Option Awards
($)
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
 
 
 
(1)
 
 
(2)
 
(3)
(4)
 
(5)
Clinton P. Jones
 
$—
$175,000
350,000
 
 
 
 
 
 
 
2/11/2021
135,044
$2,000,002
 
2/11/2021
 
 
 
33,761
67,522
135,044
 
 
 
$1,000,001
2/11/2021
112,875
$14.81
$1,000,073
Travis J. Matthiesen
$—
$222,000
444,000
 
2/11/2021
 
 
 
 
 
 
91,155
 
 
$1,350,006
2/11/2021
22,789
45,577
91,154
$674,995
 
2/11/2021
 
 
 
 
 
 
 
76,191
$14.81
$675,052
Vance Johnston(6)
 
 
 
 
 
 
 
 
 
 
 
12/21/2021
281,690
$1,000,000
 
12/21/2021
 
 
 
 
 
 
 
438,099
$14.81
$998,866
Brandon M. Cruz
 
$—
$175,000
350,000
 
 
 
 
 
 
 
2/11/2021
135,044
$2,000,002
 
2/11/2021
 
 
 
33,761
67,522
135,044
 
 
 
$1,000,001
2/11/2021
112,875
$14.81
$1,000,073
James A. Sharman
$—
$350,000
700,000
 
2/11/2021
 
 
 
 
 
 
101,283
 
 
$1,500,001
2/11/2021
25,321
50,641
101,282
$749,993
 
2/11/2021
 
 
 
 
 
 
 
84,656
$14.81
$750,052
Brian P. Farley
 
$—
$300,000
600,000
 
 
 
 
 
 
 
2/11/2021
84,402
$1,249,994
 
2/11/2021
 
 
 
21,101
42,201
84,402
 
 
 
$624,997
2/11/2021
70,547
$14.81
$625,046
 
2/11/2021
 
 
 
 
 
 
50,641
 
 
$749,993
2/11/2021
25,321
50,641
101,282
$749,993
(1)
The Annual Bonus Plan is an annual, cash incentive program under which each NEO, other than Mr. Johnston, had a target award opportunity, ranging from $175,000 to $350,000. The payout is based upon Company results for annual revenue and Adjusted EBITDA based upon the targets established in the annual operating plan. There is a scaled payout as discussed further in the Compensation Discussion and Analysis, with a maximum payout of 200% of the target opportunity.
32

TABLE OF CONTENTS

(2)
Reflects RSUS that vest based on performance from January 1, 2021 through December 31, 2023. The target number of performance-based RSUs will vest based on achieving 45th percentile of TSR in comparison to the TSR Peer Group. Maximum payout for the performance-based RSUs is two times the target number of performance-based RSUs for achieving the 90th percentile of TSR in comparison to the TSR Peer Group while achieving the 25th percentile of TSR in comparison to the TSR Peer Group yields a 50% payout. Below the 25th percentile results in no payout.
(3)
Reflects time-based RSUs that vest in one-third annual increments on each anniversary of the grant date, subject to the executive's continued service through each vesting date, with the exception of Mr. Farley’s grant of 50,641 RSUs which vests in one-half increments on each of the first two anniversaries of the grant date, subject to Mr. Farley’s continued service through each vesting date.
(4)
Reflects time-based options that vest in one-third annual increments on each annivesary of the grant date, subject to the executive's continued service through each vesting date.
(5)
Represents the grant date of the RSUs and option awards granted during 2021, with the performance-based RSUs valued based on the probable outcome of performance conditions as of the date of grant. See Note 7 of the Audited Financial Statements for a discussion of the relevant assumptions used in calculating these amounts.
(6)
Mr. Johnston did not participate in the 2021 Annual Bonus Plan and forfeited the equity awards reflected in this table upon his February 2022 resignation.
The following table summarizes outstanding option awards and unvested profits interests and stock awards held by each NEO on December 31, 2021.
2021 Outstanding Equity Awards at Fiscal Year-End Table
Name
 
Option Awards
Stock Awards
Grant
Date
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
Option
Exercise
Price
($)
Option
Expiration
Date
Number
of Shares
or Units
of Stock
That
Have Not
Vested
(#)
Market Value
of Shares or
Units of Stock
That
Have Not
Vested
($)
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested (#)
Equity
Incentive Plan
Awards:
Market or
Payout
Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)
 
 
(1)
(1)
 
 
 
 
(4)
(5)
(4)
Clint P. Jones
10/3/2019(2)
 
 
 
 
 
624,501
$2,366,859
 
 
2/11/2021
112,875
$14.81
2/11/2031
 
2/11/2021(3)
 
 
 
 
 
135,044
$341,211
 
 
2/11/2021
45,015
$255,908
Travis J. Matthiesen
10/3/2019(2)
249,800
$946,742
 
2/11/2021
 
76,191
 
$14.81
2/11/2031
 
 
 
 
2/11/2021(3)
91,155
$230,318
2/11/2021
30,385
$172,737
Vance Johnston
12/21/2021
 
 
 
 
 
 
Brandon M. Cruz
10/3/2019(2)
 
 
 
 
 
624,501
$2,366,859
 
 
2/11/2021
112,875
$14.81
2/11/2031
 
2/11/2021(3)
 
 
 
 
 
135,044
$341,211
 
 
2/11/2021
45,015
$255,908
James A. Sharman
10/3/2019(2)
249,800
$946,742
2/11/2021
84,656
$14.81
2/11/2031
2/11/2021(3)
​101,283
$255,908
2/11/2021
33,761
$191,929
Brian P. Farley
2/11/2021
 
70,547
 
$14.81
2/11/2031
 
 
 
 
2/11/2021(3)
84,402
$213,256
 
2/11/2021(3)
 
 
 
 
 
50,641
$127,953
 
 
2/11/2021
28,134
$159,942
2/11/2021
33,761
$191,929
7/15/2020
68,027
204,082
$21.00
7/15/2030
 
7/15/2020(6)
 
 
 
 
 
47,620
$180,480
 
 
(1)
Stock options vest in three equal annual installments.
(2)
Reflect outstanding time-based profits interests that remain unvested. These time-based profits interest vest in five equal annual installments, beginning in September 2020. One-fifth of these time-based profits interest vested in 2021. There are three years of vesting remaining as of December 31, 2021.
(3)
Reflects outstanding time-based RSUs that remain unvested as of December 31, 2021. Time-based RSUs vest in three equal annual installments, except for Mr. Farley’s grant of 50,641 which vests in two equal annual installments.
(4)
Market value of stock units is determined by multiplying the number of units by the 12/31/2021 closing share price of $3.79.
(5)
Reflects outstanding performance-based RSUs that remain unvested as of December 31, 2021. Performance-based RSUs vest after a three-year period based upon our TSR performance relative to our peer group.
33

TABLE OF CONTENTS

(6)
Reflects outstanding time-based RSUs that remain unvested as of December 31, 2021. The time-based RSUs in this grant vest beginning on the second year anniversary of the grant date with 25% vesting, 25% on the third year anniversary and the remainder upon the fourth year anniversary.
The following table provides information concerning the vesting of profits interests during 2021 for each of the NEOs.
2021 Option Exercises and Stock Vested Table
Name
Stock Awards
Number of
Shares
Acquired
on Vesting
(#)
Value Realized on
Vesting
($)(1)
Clinton P. Jones
208,167
$1,199,042
Travis J. Matthiesen
83,266
$479,612
Vance Johnston
Brandon M. Cruz
208,167
$1,199,042
James A. Sharman
83,266
$479,612
Brian P. Farley
(1)
Dollar amount represents the per share closing price upon vesting multiplied by the number of units vested.
Severance
The severance rights of each NEO are provided in their applicable employment arrangement. Such provisions are summarized below and also listed in the chart below. In each case, the severance amounts provided under the Employment Agreements are subject to the execution and non-revocation of a waiver and release of claims by the named executive officer in question. In addition, equity awards under the 2020 Incentive Award Plan do not automatically vest upon termination of service, unless otherwise noted in the chart below. Outstanding awards are generally forfeited upon separation although the administrator has discretion to accelerate vesting in the event of death, disability, retirement and change of control.
In addition, each NEO has entered a restrictive covenants agreement in connection with his Employment Agreement, under which each named executive officer is subject to perpetual confidentiality and non-disparagement covenants and temporary non-competition and non-solicitation covenants. The restriction period of the non-competition and non-solicitation covenants is (a) two years for Brandon Cruz and Clinton Jones in all cases and for James Sharman, Travis Matthiesen, Vance Johnston and Brian Farley where their termination of employment occurs within the 12-month period beginning on a Change of Control of the Company and (b) one year for James Sharman, Travis Matthiesen, Vance Johnston and Brian Farley in all other cases. The Company has no obligation to make the payments below if the applicable NEO is in breach of their restrictive covenant agreement.
Brandon Cruz’s Employment Agreement provides for severance upon the Company’s non-extension of his term or upon his resignation for Good Reason, as defined therein. Such severance will consist of (a) continued base salary through the second anniversary of the termination of his employment, (b) any earned but unpaid annual bonus, and (c) two times his pro-rated annual bonus for the year in which the termination of employment occurs. The Company will also continue to pay the employer portion of applicable insurance premium payments for Brandon Cruz’s COBRA coverage under the Company’s group health plans for twelve months following his termination of employment for any reason.
Clinton Jones’ Employment Agreement provides for severance upon the Company’s termination of his employment without Cause or upon his resignation for Good Reason, each as defined therein. Such severance will consist of (a) continued base salary through the second anniversary of the termination of his employment, (b) any earned but unpaid annual bonus, (c) two times his pro-rated annual bonus for the year in which the termination of employment occurs, and (d) continued payment of the employer portion of his applicable insurance premium payments for COBRA coverage under the Company’s group health plans for two years.
James Sharman’s, Travis Matthiesen’s and Vance Johnston’s Employment Agreements provide for severance upon a termination of employment by the Company without Cause or upon a resignation by the NEO with Good Reason, each as defined therein. If such termination of employment does not occur during the 12-month period
34

TABLE OF CONTENTS

following a Change of Control (as defined in the 2020 Plan) of the Company, such severance will consist of (a) continued base salary through the first anniversary of the termination of employment (and for Vance Johnston, through the 18 month anniversary of the termination of employment), (b) any earned but unpaid annual bonus, (c) a pro-rated annual bonus for the year in which the termination of employment occurs, and, in the case of James A. Sharman, continued participation in the Company’s group health plan for one year under the same terms and conditions that existed for him at the time of his termination of employment and, at the end of such coverage and to the extent permitted by the Company’s group health plan and applicable law, continued COBRA coverage under the Company’s group health plans until he reaches age 65, with such COBRA premiums paid at his own expense. In the event Mr. Sharman or Mr. Johnston incurred such a termination of employment within the 12 month period beginning on a Change of Control of the Company, these severance amounts will increase to (a) continued base salary through the second anniversary of the termination of employment, (b) any earned but unpaid annual bonus, (c) two times a pro-rated annual bonus for the year in which the termination of employment occurs, and (d) for two years of continued group health plan participation followed, to the extent permitted by the Company’s group health plan and applicable law, by COBRA coverage under the Company’s group health plans at his own expense or until he reaches age 65.
Brian Farley’s Offer of Employment provides for severance upon a termination of employment by the Company without Cause or upon a resignation by Mr. Farley with Good Reason, each as defined therein. If such termination does not occur within three months before or twelve months following a Change of Control of the Company, such severance will consist of (a) continued base salary through the first anniversary of the termination of employment, (b) a bonus payment equal to the annual target amount, (c) accelerated vesting of any equity that would have vested within 18 months of the termination date, and (d) continued payment of the employer portion of his applicable insurance premium payments for COBRA coverage under the Company’s group health plans for twelve months. In the event Mr. Farley incurs such a termination of employment within three months prior to or 12 months after a Change of Control of the Company, Mr. Farley will be entitled to the severance benefits listed above. In addition, all outstanding equity shall vest.
The following table quantifies the benefits that would be received by each NEO, assuming a termination as of December 31, 2021. No benefits would be payable upon a change of control without a termination of employment unless the Compensation Committee exercised discretion to accelerate vesting of equity awards.
Potential Payments upon Termination, Including Following Change of Control for 2021
 
 
Salary
Bonus
Medical
Clinton P. Jones
Death, Disability, Retirement, Voluntary Termination or Involuntary Termination with Cause
$
$
$
Involuntary Termination (without Cause or for Good Reason)(1)
$650,000
$196,000
$62,335
Change of Control
$
$
$
Involuntary or Constructive Termination after Change of Control
$650,000
$196,000
$62,335
Travis Matthiesen
Death, Disability, Retirement, Voluntary Termination or Involuntary Termination with Cause
$
$
$
Involuntary Termination (without Cause or for Good Reason)(1)
$370,000
$243,852
$31,232
Change of Control
$
$
$
Involuntary or Constructive Termination after Change of Control(1)
$740,000
$243,852
$62,464
35

TABLE OF CONTENTS

 
 
Salary
Bonus
Medical
Vance Johnston
Death, Disability, Retirement, Voluntary Termination or Involuntary Termination with Cause
$
$
$
Involuntary Termination (without Cause or for Good Reason)
$450,000
$
$31,232
Change of Control
 
$
$
Involuntary or Constructive Termination after Change of Control(1)
$900,000
$
$62,464
Brandon Cruz
Death, Disability, Retirement, Voluntary Termination or Involuntary Termination with Cause
$
$
$
Involuntary Termination (without Cause or for Good Reason)(1)
$650,000
$196,000
$31,167
Change of Control
$
$
$
Involuntary or Constructive Termination after Change of Control
$650,000
$196,000
$31,167
James A. Sharman
Death, Disability, Retirement, Voluntary Termination or Involuntary Termination with Cause
$
$
$
Involuntary Termination (without Cause or for Good Reason)
$450,000
$392,000
$20,225
Change of Control
$
$
$
Involuntary or Constructive Termination after Change of Control(1)
$900,000
$392,000
$40,450
Brian P. Farley
Death, Disability, Retirement, Voluntary Termination or Involuntary Termination with Cause
Involuntary Termination (without Cause or for Good Reason)(2)
$400,000
$336,000
$17,911
Change of Control
Involuntary or Constructive Termination after Change of Control(3)
$400,000
$336,000
$17,911
(1)
In the event of termination without cause or for good reason, the executive is entitled to two times his pro-rated annual bonus for the year in which the termination of employment occurs. Since the amount is pro-rated based upon termination date, such amount is not calculable.
(2)
In the event of termination without cause or, by the executive, for good reason, Brian Farley would also be entitled to accelerated vesting for any equity that would vest in the 18 months following the date of termination. As of December 31, 2021, this equity would be valued at $576,506.
(3)
In the event of termination without cause or, by the executive, for good reason, within 3 months before or 12 months after a change of control, Brian Farley would also be entitled to accelerated vesting for all outstanding as of the date of termination. As of December 31, 2021, this equity would be valued at $1,097,968.
2021 Director Compensation
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 of directors 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 restricted stock unit 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
36

TABLE OF CONTENTS

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 value originally used to calculate the number of shares issued was the per share IPO price. In September, 2021, the Board, recognizing the importance of retaining and attracting qualified Board members, modified the Director compensation program to ensure the number of shares issued to Directors corresponds to the targeted equity value on date of grant, which is the date of the Company’s annual meeting of stockholders, as opposed to using the per share IPO price. To catch up on this adjustment for the 2021 grant, the directors received a subsequent grant on September 14, 2021 to make up the difference from the equity price used in calculating the original May grant compared to the fair market value on the date of grant.
On December 22, 2020, we adopted and implemented 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. In 2021, Ms. Gayle and Ms. Pramoda participated in such deferred compensation plan.
The following table sets forth information concerning the compensation received by our directors for the year ended December 31, 2021.
 
2021 Director Compensation
Name
Fees earned
or paid in
cash
($)
Stock awards
($)
Total
($)
 
 
(1)
 
Joseph G. Flanagan
$150,000
$192,542
$342,542
Alexander E. Timm
$150,000
$115,525
$265,525
Anita V. Pramoda(2)(3)
$150,000
$192,542
$342,542
Dr. Helene D. Gayle(2)
$150,000
$115,525
$265,525
Jeremy W. Gelber(4)
$
$
$
Miriam A. Tawil(4)
$
$
$
Rahm Emanuel(5)
$98,234
$139,169
$237,403
(1)
Amounts reflect the grant-date fair value of RSU awards during the year ended December 31, 2021 computed in accordance with ASC Topic 718. Directors were provided an annual grant on May 25, 2021 which vests in four equal quarterly installments. Directors were given an additional grant of September 14, 2021 which vests in four equal quarterly installments. As of December 31, 2021, the non-employee directors had the following number of RSUs outstanding with respect to the Company: Mr. Flanagan, 13,063 RSUs; Mr. Timm, 7,838 RSUs; Ms. Pramoda, 21,385 RSUs; Dr. Gayle, 12,831 RSUs; Mr. Gelber, 0 RSUs; Ms. Tawil, 0 RSUs; and Mr. Emanuel, 0 RSUs.
(2)
Dr. Gayle and Ms. Pramoda elected to obtain their equity grants in the form of deferred compensation. Such units will be settled in shares of the Company's Class A common stock either (i) on a date selected by the director pursuant to the Company's Director Deferred Compensation Plan or (ii) as otherwise provided in the Director Deferred Compensation Plan.
(3)
Ms. Pramoda resigned from the Board on April 5, 2022. Upon resignation, Ms. Pramoda forfeited all unvested shares.
(4)
Mr. Gelber and Ms. Tawil serve as Senior Managing Director and Managing Director, respectively, of Centerbridge. Due to Centerbridge's equity ownership in the Company, Mr. Gelber and Ms. Tawil do not receive any additional compensation for their positions on the Board.
(5)
Mr. Emanuel resigned from the Board on August 26, 2021. Upon resignation, Mr. Emanuel forfeited all unvested shares relating to the annual equity grant for directors. Mr. Emanuel also had unvested pre-IPO shares (LLC Interests) that vested in full upon resignation.
37

TABLE OF CONTENTS

Securities Authorized For Issuance under Equity Compensation Plans
Plan Category:
Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants, and Rights
(in thousands)
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants, and Rights
Number of Securities
Remaining