Equity

12 Months Ended

Dec. 31, 2024

Stockholders' Equity Note [Abstract]

Common Stock – On all matters submitted to our stockholders for vote, our common stockholders are entitled to one vote per share, voting together as a single class, and do not have cumulative voting rights. Accordingly, the holders of a majority of the shares of common stock entitled to vote in any election of directors can elect all of the directors standing for election, if they so choose. Subject to preferences that may apply to any shares of preferred stock outstanding, the holders of common stock are entitled to share equally in any dividends, when and if declared by our Board of Directors. Upon the occurrence of a liquidation, dissolution or winding-up, the holders of common stock are entitled to share equally in all assets remaining after the payment of any liabilities and the liquidation preferences on any outstanding preferred stock. Holders of common stock have no preemptive or conversion rights or other subscription rights and there are no redemption or sinking funds provisions applicable to the common stock.

Stock Repurchase Programs – We had no stock repurchase activity during the years ending December 31, 2024 or 2023. As of December 31, 2024 and 2023, we had a total of 13.4 million and 12.8 million shares, respectively, held in treasury. As of December 31, 2024 and 2023, we had 2.7 million and 2.1 million shares, respectively, in treasury that were previously surrendered by employees to satisfy tax withholding due in connection with the vesting of certain restricted stock units as well as 10.7 million shares previously repurchased under our past repurchase programs.

For accounting purposes, common stock repurchased under our stock repurchase programs is recorded based upon the settlement date of the applicable trade. Such repurchased shares are held in treasury and are presented using the cost method.

2020 Employee Share Purchase Plan – On June 12, 2024, upon approval at our annual meeting of stockholders, we adopted an amendment to the eHealth, Inc. 2020 Employee Stock Purchase Plan (“ESPP”) to increase the maximum number of shares that may be issued under the ESPP by 0.5 million shares to a total of 1.0 million shares. Employees purchased 0.1 million shares of common stock under our ESPP during the years ended December 31, 2024 and 2023. There were 0.5 million shares remaining for purchase under our ESPP as of December 31, 2024. As of December 31, 2024, there was $0.1 million of unrecognized compensation cost related to our employee stock purchase program, expected to be recognized over a weighted average period of 0.4 years.

Equity Plans – As of December 31, 2024, we can award share-based compensation grants under the Amended and Restated 2021 Inducement Plan (the “A&R 2021 Inducement Plan”) and the 2024 Equity Incentive Plan (the “2024 Equity Plan”) (together, the “Equity Plans”). On June 12, 2024, upon approval at our annual meeting of stockholders, we adopted the 2024 Equity Plan which replaced the Amended and Restated 2014 Equity Incentive Plan (the “2014 Equity Plan”). Subject to applicable laws, we are permitted to grant awards of stock options, restricted stock units, stock appreciation rights, performance units and performance shares to eligible employees, directors and consultants of ours or any parent or subsidiary corporation of ours under the 2024 Equity Plan. We have reserved for issuance under the 2024 Equity Plan a number of shares equal to the sum of (i) 1,350,000 shares, plus (ii) up to an additional 300,000 shares reserved for issuance under the 2014 Equity Plan that (A) were reserved but not issued or (B) are subject to equity awards that later expire or otherwise terminate without having been exercised or issued in full or are forfeited to or repurchased by the Company due to failure to vest. The 2024 Equity Plan does not include an evergreen provision to automatically increase the number of shares available under the plan, and any increase in the number of shares authorized for issuance under the 2024 Equity Plan requires stockholder approval. Additionally, while shares subject to awards granted under our 2024 Equity Plan which expire or become unexercisable or are forfeited to or repurchased by us due to failure to vest will return to the 2024 Equity Plan share reserve, the following shares will not return to the share reserve for future issuance: (i) shares used in connection with the exercise of an option and/or stock appreciation right to pay the exercise price or purchase price of such award or satisfy applicable tax withholding obligations; and (ii) the gross number of shares subject to stock appreciation rights that are exercised.

We generally issue previously unissued common stock upon the exercise of stock options and the vesting of restricted and performance-based stock units. However, we may reissue previously acquired treasury shares to satisfy these future issuances. As of December 31, 2024, there were 5.8 million shares reserved for issuance and 2.1 million shares available for grant under the Equity Plans.

Stock-Based Compensation Expense – The following table summarizes stock-based compensation expense recognized for the years presented below (in thousands):


	Year Ended December 31,
	2024		2023
Restricted stock units	$	16,081	$	19,151
Performance-based stock units	2,397		2,422
Common stock options	1,283		1,254
Employee stock purchase program	120		386
Total stock-based compensation expense	$	19,881	$	23,213
Related tax benefit recognized	$	4,748	$	5,488

The following table summarizes stock-based compensation expense by operating function for the years presented below (in thousands):


	Year Ended December 31,
	2024		2023
Marketing and advertising	$	2,413	$	2,201
Customer care and enrollment	1,845		2,287
Technology and content	3,331		4,498
General and administrative	12,292		14,227

Total stock-based compensation expense	19,881		23,213
Amount capitalized for internal-use software	687		1,040
Total stock-based compensation	$	20,568	$	24,253

For the years ended December 31, 2024 and 2023, there was a total of $0.7 million and $1.0 million, respectively, of stock-based compensation expense capitalized in the internal-use software and website development costs classified under Other assets, which represents a noncash investing activity.

Stock Options – The following table summarizes stock option activity (in thousands, except weighted-average exercise price and weighted-average remaining contractual life data):


	Number of Stock Options (1)	Weighted Average Exercise Price		Weighted-Average Remaining Contractual Life (years)	Aggregate Intrinsic Value (2)
Outstanding as of December 31, 2023	218	$	39.65	4.5	$	—
Granted	—	$	—
Exercised	—	$	—
Forfeited	(5)	$	18.75
Outstanding balance as of December 31, 2024	213	$	40.15	3.6	$	—

Exercisable as of December 31, 2024	94	$	39.04	3.3	$	—

_______

(1)Includes certain stock options with service, performance-based or market-based vesting criteria.

(2)The aggregate intrinsic value is calculated as the product between eHealth’s closing stock price as of December 31, 2024 and 2023 and the exercise price of in-the-money options as of those dates.

There were no options granted or exercised during the years ended December 31, 2024 and 2023.

As of December 31, 2024, there was $0.4 million of total unamortized compensation cost, net of estimated forfeitures, related to stock options, expected to be recognized over a weighted average period of 0.4 years.

Restricted Stock Units – The following table summarizes restricted stock unit activity (in thousands, except weighted-average grant date fair value and weighted-average remaining service period data):


	Number of Restricted Stock Units	Weighted-Average Grant Date Fair Value		Weighted-Average Remaining Service Period (years)	Aggregate Intrinsic Value (1)
Outstanding as of December 31, 2023	3,105	$	11.31	1.3	$	27,083
Granted	1,921	$	5.28
Vested	(1,384)	$	13.12
Forfeited	(531)	$	7.68
Outstanding as of December 31, 2024	3,111	$	7.41	1.1	$	29,247

_______

(1)The aggregate intrinsic value is calculated as the difference of the grant date price and our closing stock price as of December 31, 2024 and 2023 multiplied by the number of restricted stock units outstanding as of December 31, 2024 and 2023, respectively.

As of December 31, 2024, there was $16.4 million of total unamortized compensation cost, net of estimated forfeitures, related to restricted stock units, expected to be recognized over a weighted average period of 2.0 years. The total fair value of restricted stock units vested during the year ended December 31, 2024 and 2023 was $7.7 million and $10.0 million, respectively.

Performance-based Stock Units – The following table summarizes performance-based stock unit activity (in thousands, except weighted-average grant date fair value and weighted-average remaining service period data):


	Number of Performance-based Stock Units	Weighted-Average Grant Date Fair Value		Weighted-Average Remaining Service Period (years)	Aggregate Intrinsic Value (1)
Outstanding as of December 31, 2023	400	$	14.32	0.6	$	3,486
Granted	365	$	5.17
Vested	(303)	$	7.38
Forfeited	(77)	$	14.75
Outstanding as of December 31, 2024	385	$	11.03	2.0	$	3,617

_______

(1)The aggregate intrinsic value is calculated as the difference of the grant date price and our closing stock price as of December 31, 2024 and 2023 multiplied by the number of performance stock units outstanding as of December 31, 2024 and 2023, respectively.

As of December 31, 2023, there was $1.7 million of total unamortized compensation cost, net of estimated forfeitures, related to performance-based stock units, expected to be recognized over a weighted average period of 2.0 years. The total fair value of performance-based stock units vested during the year ended December 31, 2024 and 2023 was $2.5 million and $0.7 million, respectively.

The weighted-average fair value of the market-based performance-based stock units was determined using the Monte Carlo simulation model using the following weighted average assumptions:

Year Ended December 31,

2024

2023

Expected term (years)

n/a

1.1

Expected volatility

n/a

76.3%

Expected dividend yield

n/a

—%

Risk-free interest rate

n/a

4.0%

Weighted-average grant date fair value

n/a

$4.79