DEF 14A of American Well Corp, Apr 26, 2024

DEF 14A of American Well Corp

Filed Apr 26, 2024 · FY20230000950170-24-049062

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board of Directors is currently composed of 9 members and is expected to be composed of 8 members following the completion of this Annual Meeting. In accordance with our amended and restated certificate of incorporation, our Board of Directors is divided into three classes with staggered three-year terms. One class is elected each year at the annual meeting of stockholders for a term of three years. At the Annual Meeting, three Class I directors will be elected for a three-year term. Each director’s term continues until the election and qualification of such director’s successor, or such director’s earlier death, resignation or removal.

  2. Director Biographies

    Director Biographies Information concerning our directors is set forth below. The biographical description of each director includes the specific experience, qualifications, attributes and skills that led to the Board's conclusion at the time of filing of this Proxy Statement that each person listed below should serve as a director.

  3. Director Nominees (Class I Directors)

    Director Nominees (Class I Directors)

  4. Derek Ross

    Derek Ross Mr. Ross is an accomplished healthcare executive with 25+ years of healthcare and financial experience. During his 21-year career at Philips, he held senior leadership roles within several of Philips’ healthcare hardware, software, and services businesses. He most recently was the Leader for the Aging and Caregiving, Senior Living businesses. Before that position, he led the Global Population Health Management business group. Mr. Ross also, during his tenure, led the finance organizations for Philips’s Healthcare Informatics and Population Health Management business groups. Mr. Ross holds a BA in Business Studies from Babson College and an MBA from the F.W. Olin Graduate School of Business at Babson College. We believe that Mr. Ross’s extensive experience in the health technology space and leadership skills make him a valuable part of our Board of Directors.

  5. Deborah Jackson

    Deborah Jackson From 2011 to 2023, Ms. Jackson served as the President of Cambridge College. From 2002 to 2011, Ms. Jackson served as the CEO of the American Red Cross of Eastern Massachusetts. Prior to that, she was Vice President of the Boston Foundation and Senior Vice President at Boston Children’s Hospital. She spent a decade early in her career at one of the country’s leading research and consulting firms, Abt Associates, where she served as the Deputy Director of its Healthcare and Income Security Group. Throughout her career, Ms. Jackson has served on numerous boards and commissions including serving on the Mayor’s Task Force on Healthcare Disparities as Co-Chair, the Group Insurance Commission of the Commonwealth of Massachusetts, the Board of Directors of Harvard Pilgrim Health Care, and the National Association of Corporate Directors. She currently serves as the Lead Director of Eastern Bankshares, Inc. and is a board member of the Eastern Bank Charitable Foundation and serves on the board of John Hancock Investments and the Massachusetts Women’s Forum. Ms. Jackson holds a BA from Northeastern University and a Masters in City Planning from the Massachusetts Institute of Technology. She is the recipient of honorary doctorate degrees from Curry College and Merrimack Valley College. We believe that Ms. Jackson’s extensive experience in the healthcare space and leadership skills make her a valuable addition to our Board of Directors.

  6. Rob Webb

    Rob Webb Rob Webb is an experienced health care executive and board member, and advocate for innovation in long-established industries. Most recently, he spent 19 years with UnitedHealth Group in a number of executive roles, including the CEO of Optum’s consumer and specialty network businesses for 10 years, and the president of UHG Ventures for 9 years. He is currently the president of Onward Ventures, a venture studio focused on driving innovation in health care and other industries. In addition to the Amwell board, Mr. Webb serves in a board role for Ardent Health, Delmec Ireland, and The Kellogg School Health Care Advisory Board. He has held board roles for fast-growing, innovate health care businesses, including Symphonix Health, Sanvello, Naviguard, Bind Insurance (now Surest), Level2 and others. Rob received his bachelor’s degree in mechanical engineering from the University of Minnesota, and his MBA in finance from the Kellogg School of Management at Northwestern University. We believe that Mr. Webb’s extensive experience in the healthcare space and leadership skills make him a valuable addition to our Board of Directors.

  7. Directors with Terms Expiring in 2025 (Class II Directors)

    Directors with Terms Expiring in 2025 (Class II Directors)

  8. Stephen Schlegel, Director

    Stephen Schlegel, Director From August 2005 to his early retirement in February 2021, Mr. Schlegel has served as Vice President, Corporate Development at Anthem, Inc., a leading health benefits company. In this capacity, Mr. Schlegel was responsible for leading the company’s corporate development activities, managing mergers and acquisitions and corporate negotiations. He previously served from 1998 to 2005 as Vice President, Corporate Development and Strategy at Sprint. Mr. Schlegel holds a BA in accounting from Loras College and an MBA from the University of Chicago Booth School of Business. We believe that Mr. Schlegel’s extensive experience in the healthcare space, background in corporate development and leadership skills make him a valuable addition to our Board of Directors.

  9. Dr. Delos (Toby) Cosgrove, Director

    Dr. Delos (Toby) Cosgrove, Director Dr. Cosgrove is the former CEO and President of the Cleveland Clinic. Serving from 2004 through 2017, he led the $8 billion organization to new heights of achievement and efficiency, seeing it ranked the #2 hospital in America (U.S. News). He currently serves as Executive Advisor to Cleveland Clinic, working with the Cleveland Clinic leadership on strategies for national and international growth. As CEO from 2004 to 2017, he reorganized services, improved outcomes and patient experience, and strengthened the organization's finances. Dr. Cosgrove holds a BA from Williams College and an MD from the University of Virginia School of Medicine. Dr. Cosgrove joined the Cleveland Clinic in 1975 and chaired the Department of Thoracic and Cardiovascular Surgery from 1989 to 2004. He performed over 22,000 operations and earned an international reputation in valve repair. He holds 30 patents for medical innovations. He trained at Massachusetts General Hospital and Brook General Hospital in London. In 1967, he was a surgeon in the U.S. Air Force, earning a Bronze Star. Dr. Cosgrove is a member of the National Academy of Medicine, and a Fellow of the National Academy of Inventors. In 2016, he was a Fortune Businessperson of the Year (No 14.) Three successive presidents of the United States have consulted him on healthcare issues. We believe that Dr. Cosgrove’s extensive experience in the healthcare space, background in health systems and public policy and leadership skills make him a valuable addition to our Board of Directors.

  10. Directors with Terms Expiring in 2026 (Class III Directors)

    Directors with Terms Expiring in 2026 (Class III Directors)

  11. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  12. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy All of our non-employee directors are eligible to receive compensation for their service on our Board. Board members who are also our employees are not paid any additional compensation for their service on our Board. The Board’s non-employee director compensation policy is designed to provide a total compensation package that enables us to attract and retain, on a long-term basis, high-caliber non-employee directors. The Board may amend, modify or terminate the policy at any time. The policy is reviewed annually by the Compensation Committee and the full Board with reference to the policies of each of the members of a peer group of similar companies selected by the Compensation Committee in consultation with Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”), its independent compensation consultant. The compensation for services is based on the director compensation policy, under which our non-employee directors are eligible to receive annual cash retainers and RSU grants, as follows: (i) annual cash retainer of $75,000, paid in quarterly installments in arrears, (ii) an initial RSU grant with a fair market value of $400,000 to be made in connection with the director’s appointment to the Board (“Initial RSUs”), which vests in equal annual installments over three years, and (iii) an annual RSU grant with a fair market value of $200,000 to be made in connection with our annual meeting of stockholders (“Annual RSUs”), which vests on the earlier of: (A) the day immediately preceding the date of our first annual meeting of stockholders following the date of grant; or (B) the first anniversary of the date of grant. The value of Initial RSUs and Annual RSUs is determined using the closing price of the Company’s Class A common stock on the NYSE on the date of the award. The Board has reserved discretion under the policy to grant all or a portion of the foregoing equity awards in any combination of equity-based awards available for grant under the 2020 Equity Plan or any other applicable equity incentive plan maintained by the Company at the time of grant. In addition, non-employee directors receive an additional annual cash retainer of $5,000, paid in annually in advance for each director who serves as the chairman of one of the Board’s committees.

  13. Non-Employee Director Compensation

    Non-Employee Director Compensation The following table sets forth information concerning the compensation earned by each of our non-employee directors during the fiscal year ended December 31, 2023.

  14. Non-Employee Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Stephen Schlegel | $80,000 | $200,000 | — | $280,000 | | Deval Patrick | $75,000 | $200,000 | — | $275,000 | | Derek Ross | $75,000 | $200,000 | — | $275,000 | | Peter Slavin | $85,000 | $200,000 | — | $285,000 | | Delos Cosgrove | $75,000 | $200,000 | — | $275,000 | | Deborah Jackson | $75,000 | $200,000 | — | $275,000 | | Rob Webb | $75,000 | $200,000 | — | $275,000 |

  15. Non-Employee Director Compensation

    (1) Represents the aggregate grant date fair value of restricted stock units that vest based on continuous service (“RSUs”) that were granted during the year referenced, computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the RSU awards are described in Note 13 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 15, 2024. The table below shows the number of option awards (all of which are fully-vested) and unvested stock awards that were outstanding and held by each of our non-employee directors as of December 31, 2023.

  16. Non-Employee Director Compensation

    | Name | Stock Options (#) | Unvested Stock Awards (#) | | Stephen Schlegel | — | 91,743 | | Deval Patrick | 161,700 | 91,743 | | Derek Ross | — | 91,743 | | Peter Slavin | 302,000 | 91,743 | | Delos Cosgrove | 264,000 | 91,743 | | Deborah Jackson | — | 91,743 | | Rob Webb | — | 163,627 |

  17. 2023 Compensation Decisions: Strong Emphasis on Performance-Based Pay

    2023 Compensation Decisions: Strong Emphasis on Performance-Based Pay Co-CEO Compensation: Majority Performance-Based Our CEOs’ 2023 total target compensation was 60% performance-based, consisting of an annual incentive award with rigorous metrics. No equity grants were made to the co-CEOs in 2023, following the performance stock unit ("PSU") grants based on market capitalization milestones that were made to the co-CEOs in 2022 ("2022 PSUs"). The Committee intends for the 2022 PSUs to be the only equity grants that the co-CEOs will receive for three years, and has committed not to make any performance-based or time-based equity grants to the co-CEOs during the three-year performance period of the 2022 PSUs. Long-Term Incentives: 50% Performance-Based Equity for Non-CEO NEOs; Challenging Stock Price Milestones Our Non-CEO NEOs’ 2023 equity compensation (excluding our new hire, Ms. Weiler) was 50% performance based, with half of the equity grants being PSUs that are subject to challenging stock price milestones over a three-year period, and the remaining half of the equity grants being time-based restricted stock units ("RSUs"). Ms. Weiler received a new hire grant which was entirely allocated to RSUs based on the Committee’s determination that a competitive compensation package was necessary to induce Ms. Weiler to accept her employment offer and to promote her long-term retention. The long-term incentive compensation awards to our Non-CEO NEOs enhances the strong link between pay and performance for our NEOs and aligns their interests with those of Amwell and its stockholders. 2023 Annual Incentive Targets Increased and Rigorous Our bonus pool funding was based on two equally weighted Company-wide financial measures, revenue achievement and subscription bookings attainment. We established a goal for the revenue metric that was rigorous, aggressive, challenging, attainable only with strong performance, and that took into account the relevant opportunities and risks. The target was approximately 4.5% higher than prior year actual performance at $277 million, and was in line with our projections with regard to initial outlook as communicated to stockholders in February 2023 for revenue between $275 and $280 million. Ultimately, we recorded revenue of $259 million, and subscription bookings of $15.5 million, each of which was below the threshold level for a payout. As a result, the Committee did not provide for any annual incentive payout for the co-CEOs or for the other NEOs.

  18. Realized Pay Demonstrates Pay for Performance Alignment

    Realized Pay Demonstrates Pay for Performance Alignment A core component of our compensation philosophy is to incentivize our executive officers by creating a strong link between their performance and compensation. To show the alignment of pay outcomes with performance, the amounts realizable as of December 31, 2023 relative to the target amounts of co-CEO and average NEO compensation set by the Committee are set forth below. Realizable pay reflects the actual value of annual incentives and equity awards received or to be received by our co-CEOs and NEOs and fluctuates with financial metric performance and with increases or decreases in stock price. For this reason, contrasting target pay with realizable pay provides a meaningful demonstration of the pay for performance alignment of the Company’s executive compensation program. The following graphics demonstrate the relationship between the target and realizable pay values, in each of the past three years, of our co-CEOs’ and the average of our NEOs’: (1) annual cash incentive, and (2) annual equity grants, including PSUs and RSUs. When the Company does not meet performance targets and/or the stock price decreases, the co-CEOs’ and the NEOs’ realizable pay is affected. The realizable value shown for the annual cash incentive reflects actual performance for the applicable year, and when contrasted with target value, underscores the link of pay outcomes to actual performance. We calculated the realizable value of annual equity grants by multiplying 1) the number of unvested PSUs and 2) the number of vested and unvested RSUs for each grant by the stock price per share on the last trading day of 2023. Because of the decrease in the stock price that is a key component of the equity value, the realizable equity value represented substantially less than the target value of our co-CEOs' and NEOs' annual equity awards, demonstrating the direct link between performance and pay outcomes.

  19. Compensation Objectives

    Compensation Objectives • Pay for performance: Reward achievement of business objectives. Our mission is to connect and enable providers, insurers, patients and innovators to deliver and/or receive greater access to more affordable, higher quality care. We have developed a robust strategy to accomplish this mission. The Committee has designed our executive compensation program to motivate our executive officers to achieve these business objectives by closely linking the value of the compensation they receive to our performance relative to these business objectives. Specific metrics are chosen by the Committee to measure performance that support and advance our short- and long-term strategic and business objectives and the creation of stockholder value. • Align the interests of our executive officers and employees with those of our stockholders; Foster an ownership culture. Equity-based compensation constitutes a significant portion of our executive officers’ overall compensation. The Committee uses equity, when appropriate, as the vehicle for long-term incentive opportunities to incentivize and reward executive officers to (i) achieve multi-year strategic goals and (ii) deliver sustained long-term value to stockholders. The Committee believes using equity for the long-term incentives creates strong alignment between the interests of executive officers and the interests of our stockholders because it gives executive officers and stockholders a common interest in stock price performance. Granting equity also fosters an ownership culture among executive officers by making them stockholders with a personal stake in Amwell’s growth and success. • Attract, retain and motivate talented individuals with market competitive compensation. Our people are vital to our success. In our industry, we face a competitive market for executive talent. We seek executive officers and managers who have diverse experience, expertise, capabilities and backgrounds. We have structured our compensation program to ensure we are able to attract and retain the talent necessary for us to achieve our business goals.

  20. Compensation Program Governance

    | What We Do | | | Pay for Performance | The majority of total executive compensation is variable and at-risk. | | Balance Short- and Long-Term Compensation | The allocation of incentives does not over-emphasize short-term performance at the expense of achieving long-term goals. | | Independent Compensation Consultant | The Committee has engaged an independent compensation consultant to provide information and advice for use in all aspects of compensation-related decision-making. | | Peer Data | We utilize a peer group of companies based on industry sector, revenue and market capitalization to reference for compensation decisions that is reviewed on an annual basis. | | Cap on Incentive Awards | Our incentive plans have an upper limit on the amount that may be earned. | | Robust Stock Ownership and Retention Guidelines | Our executive officers and directors are required to maintain certain levels of stock ownership. We require, for those who have not met their minimum required ownership, that they hold (and not dispose of) a certain number of shares of our common stock acquired through equity awards. |

  21. Role of the Compensation Committee

    Role of the Compensation Committee The Committee establishes, reviews and approves our compensation philosophy and objectives; determines the structure, components and other elements of executive compensation; and reviews and approves the compensation of the NEOs or, in the case of the co-CEOs, recommends it for approval by the Board. The Committee structures the executive compensation program to accomplish its articulated compensation objectives in light of the compensation philosophy described above. The Committee obtains input from executive officers regarding the Company’s annual operating plan, expected financial results, and related risks. Based on this information and with the assistance of the Committee’s independent compensation consultant, the Committee establishes the performance-based metrics and targets for the annual incentive plan. With respect to the performance-based metric, the Committee sets appropriate threshold and maximum levels of performance designed to motivate achievement without incentivizing excessive risk-taking. Annually, the Committee reviews the elements of our executive compensation program to verify the alignment of the program with our business strategy and with the items that it believes drive the creation of stockholder value, and to determine whether any changes would be appropriate. At the beginning of the fiscal year, the Committee evaluates achievement over the past calendar year relative to previously established and approved performance targets and examines whether it would be appropriate to apply discretion to the initial outcomes in order to take relevant factors into consideration, and determines corresponding payouts earned. With the recommendations of the co-CEOs, the Committee approves the compensation for all the other executive officers. The Committee also makes recommendations to the full Board regarding the compensation of each of our co-CEOs.

  22. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Committee recognizes that there is value in procuring independent, objective expertise and counsel in connection with fulfilling its duties, and pursuant to its charter, the Committee has the authority to select and retain independent advisors and counsel to assist it with carrying out its duties and responsibilities. The Committee has exercised this authority to engage Aon as an independent compensation consultant, and the Company has provided appropriate funding to the Committee to do so. The Committee has worked with Aon to develop a peer group, provide a competitive market analysis of the base salary, annual cash incentive awards and long-term incentive compensation of our executive officers compared against the compensation peer group, report on share utilization, and review other market practices and trends. While the Committee took into consideration the review and recommendations of Aon when making decisions about our executive compensation program, ultimately, the Committee made its own independent decisions in determining our executives’ compensation. The Committee has assessed the independence of Aon pursuant to SEC and NYSE rules. In doing so, the Committee considered each of the factors set forth by the SEC and the NYSE with respect to a compensation consultant’s independence and reviewed Aon’s own self-evaluation of and conclusion regarding its independence. The Committee also considered the nature and amount of work performed for the Committee by Aon and the fees paid for those services in relation to the firm’s total revenues. In 2023, we paid Aon approximately $269,199 for executive officer and director compensation services, and we paid Aon approximately $433,912 for additional services relating to supplemental non-executive compensation analyses and corporate risk and brokerage. Based on its consideration of the foregoing and other relevant factors, the Committee concluded that there were no conflicts of interest, and that Aon is independent.

  23. Compensation Peer Groups and Peer Selection Process

    Compensation Peer Groups and Peer Selection Process The Committee believes relevant market and benchmark data provide a solid reference point for making decisions and very helpful context, even though, relative to other companies, there are differences and unique aspects of the Company. The Committee takes into consideration the structure and components of, and the amounts paid under, the executive compensation programs of other, comparable peer companies, as derived from public filings and other sources when making decisions about the structure and component mix of our executive compensation program. The Committee, with the assistance of Aon, developed a peer group in 2022 for use in connection with decisions about 2023 executive compensation. The Committee used the following criteria in selecting a peer group: sector (technology and health care technology), trailing twelve months of revenue (0.5x to 2.5x the Company’s revenue, oriented toward high growth) and market capitalization (0.5x to 5.0x the Company’s market cap). Based on these criteria and considerations, the Committee approved a peer group that consisted of the following 18 companies:

  24. Compensation Peer Groups and Peer Selection Process

    | 1Life Healthcare, Inc. | Doximity, Inc. | LivePerson, Inc. | Schrodinger, Inc. | | Accolade, Inc. | GoodRx Holdings, Inc. | New Relic, Inc. | Sharecare, Inc. | | AppFolio, Inc. | Health Catalyst, Inc. | Omnicell, Inc. | Teladoc Health, Inc. | | Certara, Inc. | HealthEquity, Inc. | Phreesia, Inc. | | | Definitive Healthcare Corp. | LifeStance Health Group, Inc. | Progyny, Inc. | |

  25. Compensation Peer Groups and Peer Selection Process

    Based on the peer analysis performed by Aon in 2022, Cloudera, Inc. was removed because it was acquired, and Five9, Inc., Inspire Medical Systems, Inc., iRhythm Technologies, Inc. and Tabula Rasa Healthcare, Inc., were removed because they no longer fit the selection criteria. The Committee added Definitive Healthcare Corp., Doximity, Inc., GoodRx Holdings, Inc., Lifestance Health Group, Inc. and Sharecare, Inc. to the peer group as the Committee determined those additions reflect companies with financial and industry characteristics more similar to our Company. The Committee believes that the compensation practices of the above listed peer group provided us with appropriate compensation reference points for evaluating and determining the compensation of our NEOs for 2023. Consistent with best practices for corporate governance, the Committee reviews our peer group annually.

  26. 2023 Components in General

    | Element | Description | Additional Detail | | Base Salary | Fixed cash compensation Determined based on each executive officer’s role, individual skills, experience, performance, positioning relative to competitive market and internal equity. | Base salaries are intended to provide stable compensation to executive officers, allow us to attract and retain skilled executive talent and maintain a consistent, stable leadership team. | | Short-Term Incentives: Annual Cash Incentive Opportunities | Variable cash compensation based on the level of achievement of certain annual performance objectives that are pre-determined. Target cash award as a percentage of base salary is capped at 234%. | Annual cash incentive opportunities are designed to align our executive officers in pursuing our short-term goals; payout levels are generally determined based on actual financial results and the degree of achievement of personal performance milestones. | | Long-Term Incentives: Equity-Based Compensation | Variable equity-based compensation. Performance Stock Units (PSUs): Restricted stock units that are performance-based, using stock price hurdles as the performance metric. Restricted Stock Units (RSUs): Restricted stock units that are time-based. | Equity-based compensation is designed to motivate and reward executive officers to achieve multi-year strategic goals and to deliver sustained long-term value to stockholders, as well as to attract and retain executive officers for the long term. |

  27. Annual Incentive Plan

    Annual Incentive Plan The annual incentive plan for executive officers is a cash plan that rewards NEOs for the achievement of key short-term objectives. In particular, the plan offers incentives to the NEOs to accomplish certain short-term financial results that the Committee views as key steps in the execution of our overall business strategy, with the intent ultimately of increasing stockholder value. For the NEOs, the amount of the payout, if any, under the annual incentive plan is based on achievement against two categories of performance measures: a Corporate Funding Performance Factor and a Personal Factor Multiplier. Target Opportunities The Committee determines the target annual incentive opportunity available to each NEO by taking the individual’s annual base salary in effect at year end and multiplying it by the individual’s target incentive percentage. Among other factors, the target incentive percentages are determined with reference to the actions in this regard by our peer group companies for their NEOs and the proportion of total direct compensation represented by the annual incentive.

  28. Annual Incentive Plan

    | NEO | 2023 Target Annual Incentive Plan Opportunity as a % of Base Salary | | Ido Schoenberg | 150% | | Roy Schoenberg | 150% | | Robert Shepardson | 100% | | Phyllis Gotlib | 100% | | Vukasin (Vaughn) Paunovich | 100% | | Kathy Weiler | 100% |

  29. Annual Incentive Plan

    Corporate Funding Performance Factor The amount of the payout, if any, under the annual incentive plan is based in part on our achievement against financial measures. The financial measures selected by the Committee, 2023 Company Revenue and 2023 Subscription Bookings Attainment, were designed to focus executive officers on the critical strategic priorities of top line revenue growth and customer growth. Given the Company’s stage of development, the Committee emphasized revenue growth and market share as the highest priorities. We derive revenue from the use of our enterprise platform and software as a service in the form of recurring subscription fees, and related services and Carepoint sales. We also generate revenue from the performance of AMG (our clinical services affiliate) patient visits. We empower our clients with our enterprise platform and software as a service solutions that enable hybrid care delivery by offering our clients products to help weave digital care across all care settings. Amwell determined that growing the business through incentivizing the acquisition of new customers and selling additional modules and products to existing customers was critical for our success, as well as the success of our clients and patients. Target, Threshold and Maximum Corporate Funding Performance Levels The Committee set the performance metric targets at levels that it considered rigorous and challenging and that took into account the relevant risks and opportunities. More specifically, the Committee reviewed the relevant financial objectives set as a result of the detailed budgeting process, and assessed various factors related to the achievability of these budget targets, including projected growth of the overall market, the risks associated with various macroeconomic factors, including the effects of inflation and rising interest rates, and the risks of achieving specific actions that underlie the targets and the implied performance relative to prior years. Considering these factors, the Committee set the 2023 annual incentive plan target for revenue at $280 million, a 4.5% growth rate over the actual total revenue in 2022, and established the target for subscription bookings attainment at $48 million, a level that the Committee believe reflected significant achievement. Having set the targets, the Committee also set the threshold and maximum performance levels. For 2023, the Committee set the threshold for payment of any annual incentives at approximately 94.6% of the revenue target and at approximately 45.8% of the subscription bookings attainment target. The Committee set the maximum level for revenue at 107.1% of target, and the maximum level for subscription bookings attainment at 110.4% of target, each being levels that presented a significant challenge requiring exceptionally strong performance. Corporate Achievement Level The Committee defined payout levels representing the amount to be paid to NEOs based on the level of actual performance relative to the targets. If achievement is below the threshold level of performance, the Committee set the payout at 0% in order to motivate performance and underscore the importance of achieving, or closely approaching, our revenue targets at this critical time in our development. If we achieved threshold performance, on either performance measure, the bonus pool funding would be 50% of target for that measure; if we achieved 100% of target performance on either measure, the payout would be 100% of target for the measure, and if we achieved maximum performance or above, the payout would be 125% of bonus pool funding for the measure. For performance between the threshold and maximum for either measure, the payout amount is determined based on specified bend points in the payout curve between the threshold of 50% and the target of 100%, and then linearly up to a maximum of 125%. As illustrated below, the Company did not attain the threshold level for either the revenue or subscription bookings metric.

  30. Annual Incentive Plan

    | Performance Metric | Below Threshold ($/%) | Threshold ($/%) | Target ($/%) | Maximum ($/%) | Actual Result ($/%)% | Achievement vs. Target | | Revenue (in millions) | <265 | 265 | 280 | 300 | 259 | 92.5% | | Percentage of Target Performance | <94.6% | 94.60% | 100% | 107.10% | | | | Bonus Pool Funding | 0% | 50% | 100% | 125% | | — | | Subscription Bookings (in millions) | <22 | 22 | 48 | 53 | 15.50 | 32.29% | | Percentage of Target Performance | <45.8% | 45.80% | 100% | 110.40% | | | | Bonus Pool Funding | 0% | 50% | 100% | 125% | | — |

  31. Annual Incentive Plan

    The annual incentive plan emphasizes pay-for-performance and is intended to closely align incentive compensation with achievement of specified operating results as the cash incentive amount is only funded to the extent that at least the threshold of the corporate objectives is achieved. Because the Company did not attain at least the revenue or subscription bookings threshold, the bonus pool was not funded under the Corporate Funding component, and the CEOs and other NEOs did not receive any bonus payout for 2023 performance. Personal Factor Under our annual incentive plan, the Committee also considers a personal factor in determining the payout to each NEO. For 2023, given the nature of their roles, the personal factors for the co-CEOs were the same as the Company’s corporate performance metrics. The personal factor for the other NEOs was designed to align with the Company’s strategic and operating initiatives. In general, the Committee determines personal factor achievement based on each NEO’s attainment of select Objectives and Key Results (OKRs) that are aligned with Company and department OKRs. The resulting personal factor is expressed as a percentage, with a maximum of 125%, and that percentage is applied to the bonus pool funding under the corporate component to determine the actual bonus payout for each NEO. Since the 2023 corporate performance objective was not funded, the Committee did not evaluate the non-CEO NEOs’ performance for purposes of the personal factor component. The following table reflects the target bonus opportunity for each NEO and the zero payout that resulted from not attaining at least the thresholds for the corporate components of the annual incentive:

  32. Annual Incentive Plan

    | NEO | Base Salary ($)(1) | Target Opportunity (%) | Target Opportunity ($) | Corporate Funding Performance Factor (%) | Personal Factor (%) | Approved Payout Amount ($) | | Ido Schoenberg | 650,000 | 150% | 975,000 | 0% | N/A | — | | Roy Schoenberg | 650,000 | 150% | 975,000 | 0% | N/A | — | | Robert Shepardson | 485,000 | 100% | 485,000 | 0% | N/A | — | | Phyllis Gotlib | 485,000 | 100% | 485,000 | 0% | N/A | — | | Vukasin (Vaughn) Paunovich | 485,000 | 100% | 485,000 | 0% | N/A | — | | Kathy Weiler | 485,000 | 100% | 485,000 | 0% | N/A | — |

  33. Annual Incentive Plan

    (1) Amounts shown are the annual base salary in effect at year end. Ms. Weiler’s Offer Letter provided that she was eligible for a target cash bonus of 100% of annual base salary despite her June 1, 2023 start date.

  34. Long-Term Incentives

    Long-Term Incentives The third and generally largest of the main components of our executive compensation program is our long-term equity incentive opportunity. The Committee designed the long-term incentive opportunity in 2023 to motivate and reward the NEOs to achieve multi-year strategic goals and deliver sustained long-term value to stockholders. The Committee did not grant long-term incentives to the co-CEOs in 2023, based on its view that the co-CEOs’ existing equity awards provided appropriate continuing incentives and due to the commitment, the Company and co-CEOs made in 2022 not to receive additional equity awards until 2025. Long-term incentives create a strong link between payouts and performance, and a strong alignment between the interests of executive officers and the interests of our stockholders. Long-term equity incentives also promote retention, because executive officers will only receive value if they remain employed by us over the required term, and they foster an ownership culture among our executive officers by making executive officers become stockholders, with a personal stake in the value they are incentivized to create. Equity Vehicles: PSUs and RSUs The Committee designed the mix of equity vehicles and the relative weight assigned to each type 1) to motivate stock price performance over the long term through PSUs and 2) to ensure some amount of guaranteed value delivery if the executive remained at the Company through RSUs. RSUs are complementary because they have upside potential but deliver some value even during periods of stock price underperformance. The target mix of long-term incentives granted to the non-CEO NEOs in 2023 is shown below:

  35. Long-Term Incentives

    | Equity Vehicle | 2023 Allocation | Time -Vesting Period | How Earned | Rationale for Use | | PSUs | 50%(1) | 3 Years | Stock Price Milestones | • Ties executive officer compensation directly to increase in stock price • Promotes focus on long-term value creation | | RSUs | 50%(1) | 4 years, 25% on first anniversary and quarterly thereafter | Time Based Vesting | • Provides value even during stock price or market underperformance • Promotes retention and reinforces ownership culture |

  36. Long-Term Incentives

    (1) Ms. Weiler’s 2023 new hire grant was allocated 100% RSUs, as described in more detail in Appointment of Kathy Weiler as Executive Vice President, Chief Commercial and Growth Officer below. PSUs. The PSUs granted to the NEOs represent the opportunity to earn shares based on the achievement of stock price milestones over rolling thirty trading day periods during the performance period of March 1, 2023 to February 28, 2026, subject to the satisfaction of a service vesting condition as described below. The PSUs do not vest unless there is at least 33% absolute stock price appreciation, and the vesting is capped at 150% for 200% of the stock price on the grant date. These PSUs with stock price milestones reinforce the pay-for-performance nature of the long-term incentive grants and the executive compensation program overall. The PSUs vest based on achieving increases in the thirty trading-day average stock price from our $2.76 stock price on the grant date, as shown in the following table:

  37. Long-Term Incentives

    | Tranche # | % of Target PSUs Earned | Stock Price Milestone | | 1 | 50% | Thirty-Day Average equals at least 133% of Grant Date Stock Price | | 2 | 100% | Thirty-Day Average equals at least 167% of Grant Date Stock Price | | 3 | 150% | Thirty-Day Average equals at least 200% of Grant Date Stock Price |

  38. Long-Term Incentives

    Any PSUs that remain unearned as of February 28, 2026 will be forfeited. In addition to the stock price milestone performance condition, the PSUs are also subject to a service-based vesting condition. An NEO must remain employed until the Committee certifies that the performance condition was met. In addition, if the stock price milestone had been achieved for any tranche before March 1, 2024, which was the one-year anniversary of the grant, then the PSUs would not have become vested until the 180-day anniversary after the stock price milestone was achieved, again requiring that the NEO remained employed through such date. The Committee granted these stock price milestone PSUs in order to motivate the creation of significant stockholder value, to directly align the interests of the executive officers with those of stockholders, and to diversify the mix of equity vehicles. We believe reaching stock price milestones is tied to the successful execution of our strategy. RSUs. The RSUs are complementary to the PSUs because they have upside potential, but deliver value even during periods of market or stock price underperformance, providing a retention incentive and reinforcing an ownership culture and commitment to Amwell. For all NEOs who were granted RSUs other than Ms. Weiler, RSUs service-vest over a four-year period, with 25% of the RSUs vesting on the first anniversary and the remaining RSUs vesting in equal quarterly installments for three years thereafter. For Ms. Weiler, her new hire RSUs vested 25% on the grant date, with the remaining RSUs vesting in equal quarterly installments for three years thereafter. 2023 Equity Grants Typically, in making determinations about the size of long-term equity incentive grants to the NEOs, the Committee considers, among other things, both equity grant levels and the overall pay mix in peer group companies and the NEO’s role, skills and experience and the criticality of the NEO’s contributions to the Company. The specific size of the grants to each NEO varies based on these factors. The Committee has committed not to make any equity grants to the co-CEOs during the three-year performance period of the 2022 PSUs. Based on the thirty trading-day average stock price preceding March 1, 2023, the equity grants made to the other NEOs in 2023 are as follows:

  39. Long-Term Incentives

    | Name | Target Total Equity Value ($) | PSUs (#) | RSUs (#) | | Robert Shepardson | $2,000,000 | 274,378 | 274,378 | | Phyllis Gotlib | $2,000,000 | 274,378 | 274,378 | | Vukasin (Vaughn) Paunovich | $2,000,000 | 274,378 | 274,378 | | Kathy Weiler(1) | $5,000,000 | — | 2,351,834 |

  40. Long-Term Incentives

    (1) Ms. Weiler’s 2023 new hire grant was allocated as 100% RSUs. We expect to continue to evaluate our equity compensation strategy across the organization to manage our equity utilization during 2023 and beyond.

  41. Change in Control and Severance Arrangements

    Change in Control and Severance Arrangements As further described immediately below, we believe that the possibility of a change in control creates uncertainty for our executive officers regarding their continued employment because such transactions frequently result in senior management changes. Change in control protections help to alleviate these concerns, allowing each executive to focus his/her attention on growing our business. In addition, these protections encourage executives to remain employed with us during the threat or negotiation of a change in control transaction, which preserves our value and the potential benefit to be received by our stockholders in the transaction. We also believe that protection against an involuntary termination (even outside of the change in control context) helps us remain competitive given the challenge of recruiting qualified individuals to fill our senior executive roles. Pursuant to our employment arrangements with each of our NEOs, if we terminate the employment of such executive for reasons other than for "Cause" (including such executive’s death or permanent disability), or if such executive resigns for "Good Reason", then he or she will be eligible to receive certain cash severance, bonus and other benefits, with such enhanced benefits to include (i) full accelerated vesting of equity based awards if such involuntary termination occurs in connection with a change in control, and (ii) partial accelerated vesting of equity based award if such involuntary termination occurs generally. All such benefits are contingent on execution of a general release of claims by the executive officer in question. In addition, the co-CEOs will receive accelerated vesting of their equity if we engage in a corporate transaction, as defined under our equity plan, that results in a change in their role in the organization. We do not provide any excise tax gross-ups to any of our NEOs in the event of a change of control. Additional details are provided under “Potential Payments Upon Termination or Change in Control” below.

  42. Summary Compensation Table

    Summary Compensation Table

  43. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Ido Schoenberg(4) | 2023 | $666,764 | — | $— | $— | $131,036 | $797,800 | | Chairman & Chief Executive Officer | 2022 | $619,491 | — | $14,645,000 | $740,610 | $156,129 | $16,161,230 | | | 2021 | $626,107 | — | $38,795,379 | $487,500 | $79,722 | $39,988,708 | | Roy Schoenberg | 2023 | $650,000 | — | $— | $— | $8,400 | $658,400 | | President & Chief Executive Officer | 2022 | $650,000 | — | $14,645,000 | $740,610 | $8,400 | $16,044,010 | | | 2021 | $650,000 | — | $38,795,379 | $487,500 | $7,500 | $39,940,379 | | Robert Shepardson | 2023 | $485,000 | — | $1,657,243 | $— | $10,800 | $2,153,043 | | Chief Financial Officer | 2022 | $485,000 | — | $4,716,430 | $409,340 | $16,175 | $5,626,945 | | | 2021 | $80,833 | — | $8,296,551 | $242,500 | $150 | $8,620,034 | | Phyllis Gotlib(4) | 2023 | $497,500 | — | $1,657,243 | $— | $139,516 | $2,294,259 | | President, American Well International | 2022 | $462,342 | — | $4,716,430 | $409,340 | $130,632 | $5,718,744 | | | 2021 | $457,217 | — | $2,333,080 | $194,000 | $80,490 | $3,064,787 | | Vukasin (Vaughn) Paunovich | 2023 | $485,000 | — | $1,657,243 | $— | $58,249 | $2,200,492 | | EVP Enterprise Platforms | 2022 | $231,477 | — | $8,059,435 | $409,340 | $938 | $8,701,190 | | Kathy Weiler | 2023 | $283,539 | — | $5,385,670 | $— | $9,560 | $5,678,769 | | Executive Vice President, Chief Commercial and Growth Officer | | | | | | | |

  44. Summary Compensation Table

    The amounts reported in this column represent the aggregate grant date fair value of RSUs and PSUs granted to our NEOs during 2021, 2022 and 2023, as calculated in accordance with FASB ASC Topic 718, which, in the case of PSUs, assumes the highest level of achievement of the performance conditions. The assumptions used in calculating the grant date fair value of the RSU and PSU awards are described in Note 15 to our audited consolidated financial statements, Note 13 to our audited consolidated financial statements and Note 13 to our audited condensed consolidated financial statements included in our Annual Report on Form 10-K. The amounts in this column represent bonuses earned in respect of annual cash incentives. (3) The amounts in this column represent, for 2023, (i) for Mr. Ido Schoenberg, amounts contributed to his pension and replacement benefits ($42,580), health insurance benefits ($16,105) and taxes paid on benefits provided ($44,843); (ii) for Mr. Roy Schoenberg, health insurance benefits $7,500 and a cell phone allowance ($900); (iii) for Mr. Shepardson, 401(k) plan matching contributions ($9,900) and a cell phone allowance ($900); (iv) for Ms. Gotlib, amounts contributed to her pension and replacement benefits ($29,834), health insurance benefits ($36,590) and taxes paid on benefits provided ($70,594); (v) for Mr. Paunovich, living expenses ($46,449), 401(k) plan matching contributions ($9,900), a cell phone allowance ($900) and HSA employer contributions ($1,000); (vi) for Ms. Weiler, 401(k) plan matching contributions ($8,506), a cell phone allowance ($554) and HSA employer contributions ($500). (4) The amounts provided to Mr. Ido Schoenberg and Ms. Gotlib were paid in NIS and have been converted into U.S. dollars for purposes of this table using the conversion rate in effect on December 31, 2023, as reported on the Oanda (NIS 0.278: USD $1).

  45. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth certain information regarding grants of plan-based awards to our named executive officers in the fiscal year ended December 31, 2023.

  46. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | | | | First Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (3) | Grant Date Fair Value of Stock Awards (4) | | Ido Schoenberg | | — | $975,000 | $1,523,438 | — | — | — | — | — | | Roy Schoenberg | | — | $975,000 | $1,523,438 | — | — | — | — | — | | Robert Shepardson | 3/1/2023 | — | — | — | — | — | — | 274,378 | $757,283 | | | 3/1/2023 | — | — | — | 137,189 | 274,378 | 411,567 | — | $899,960 | | | | $242,500 | $485,000 | $757,813 | — | — | — | — | — | | Phyllis Gotlib | 3/1/2023 | — | — | — | — | — | — | 274,378 | $757,283 | | | 3/1/2023 | — | — | — | 137,189 | 274,378 | 411,567 | — | $899,960 | | | | $242,500 | $485,000 | $757,813 | — | — | — | — | — | | Vukasin (Vaughn) Paunovich | 3/1/2023 | — | — | — | — | — | — | 274,378 | $757,283 | | | 3/1/2023 | — | — | — | 137,189 | 274,378 | 411,567 | — | $899,960 | | | | $242,500 | $485,000 | $757,813 | — | — | — | — | — | | Kathy Weiler | 6/1/2023 | — | — | — | — | — | — | 2,351,834 | $5,385,700 | | | | $242,500 | $485,000 | $757,813 | — | — | — | — | — |

  47. Grants of Plan-Based Awards

    (1) These columns reflect the annual incentive plan opportunities for our NEOs for the fiscal year ended December 31, 2023. No annual incentive plan bonus is payable to our NEOs if performance is achieved below the threshold performance level. The maximum payout is 156.25% of the target payout, representing the product of (i) a maximum of 125% of the target payout based on Company performance metrics and (ii) a maximum of 125% of the target payout on individual performance. (2) The amounts in this column reflect the PSUs granted to the NEOs under our 2020 Equity Incentive Plan (“2020 Plan”) during the fiscal year ended December 31, 2023. These PSUs vest based on the achievement of stock price hurdles over a three-year performance period, and subject to the NEO’s continued employment, as described under “Compensation Discussion & Analysis – Compensation Program Components – Long-Term Incentives” above. (3) The amounts in this column reflect the RSUs granted to the NEOs under our 2020 Plan during the fiscal year ended December 31, 2023. These RSUs service-vest over a four-year period, with 25% of the RSUs vesting on the first anniversary and the remaining RSUs vesting in equal quarterly installments for three years thereafter. For Ms. Weiler, her new hire RSUs vested 25% on the grant date, with the remaining RSUs vesting in equal quarterly installments for three years thereafter. The amounts in this column for the RSUs reflect their aggregate grant date fair values, calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures.

  48. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth information concerning outstanding equity awards for our named executive officers as of the end of our fiscal year ended December 31, 2023.

  49. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | 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 ($) | | Ido Schoenberg | 10/25/2018(1) | 1,764,883 | — | $5.56 | 10/25/2028 | — | — | — | — | | | 4/15/2021(2) | — | — | — | — | 121,868 | $181,583 | — | — | | | 5/16/2022(3) | — | — | — | — | — | — | 7,000,000 | $10,430,000 | | Roy Schoenberg | 10/25/2018(1) | 1,764,883 | — | $5.56 | 10/25/2028 | — | — | — | — | | | 4/15/2021(2) | — | — | — | — | 121,868 | $181,583 | — | — | | | 5/16/2022(3) | — | — | — | — | — | — | 7,000,000 | $10,430,000 | | Robert Shepardson | 11/1/2021(4) | — | — | — | — | 345,690 | $515,078 | — | — | | | 3/1/2022(2) | — | — | — | — | 130,741 | $194,804 | — | — | | | 3/1/2022(5) | — | — | — | — | — | — | 1,464,297 | $2,181,803 | | | 3/1/2023(2) | — | — | — | — | 274,378 | $408,823 | — | — | | | 3/1/2023(6) | — | — | — | — | — | — | 411,567 | $613,235 | | Phyllis Gotlib | 10/25/2018(9) | 170,000 | — | $5.56 | 10/25/2028 | — | — | — | — | | | 4/15/2021(2) | — | — | — | — | 50,778 | $75,659 | — | — | | | 3/1/2022(2) | — | — | — | — | 130,741 | $194,804 | — | — | | | 3/1/2022(5) | — | — | — | — | — | — | 1,464,297 | $2,181,803 | | | 3/1/2023(7) | — | — | — | — | 274,378 | $408,823 | — | — | | | 3/1/2023(6) | — | — | — | — | — | — | 411,567 | $613,235 | | Vukasin (Vaughn) Paunovich | 7/15/2022(8) | — | — | — | — | 112,653 | $167,853 | — | — | | | 7/15/2022(9) | — | — | — | — | — | — | 1,689,798 | $2,517,799 | | | 3/1/2023(2) | — | — | — | — | 274,378 | $408,823 | — | — | | | 3/1/2023(6) | — | — | — | — | — | — | 411,567 | $613,235 | | Kathy Weiler | 6/1/2023(10) | — | — | — | — | 1,763,875 | $2,628,174 | — | — |

  50. Outstanding Equity Awards at Fiscal Year-End

    (1) Reflects grants of 1,764,883 nonqualified stock options (“NQSOs”), each of which have an exercise price of $5.56, and which vested in full on October 25, 2020. A portion of these stock options were granted as incentive stock options (“ISOs”) and were converted into NQSOs on June 18, 2020. (2) Reflects a grant of RSUs which vest 25% on the first anniversary and vest in equal quarterly installments for three years thereafter. (3) Reflects a grant of 7,500,000 PSUs that have a three-year measurement period and shares vest when certain market capitalization milestones are achieved. The performance-based market condition share award consists of eight tranches with eight separate specified award values that become payable upon the achievement of certain market capitalization milestones, subject to the satisfaction of the applicable service vesting conditions. As of December 31, 2023, the first market capitalization milestone was met and 500,000 shares were earned and vested. (4) Reflects a grant of 921,839 RSUs which vested 25% on the grant date and vest in equal quarterly installments for four years thereafter. (5) Reflects a grant of 1,464,297 PSUs that have a three-year measurement period and shares vest when certain market capitalization milestones are achieved. The performance-based market condition share award consists of six tranches with six separate specified award values that become payable upon the achievement of certain market capitalization milestones, subject to the satisfaction of the applicable service vesting conditions. As of December 31, 2023, no portion of the performance- based market condition share awards have satisfied either the applicable market capitalization milestones or the service vesting conditions and, as such, no awards have vested. Reflects a grant of 411,567 PSUs that have a three-year measurement period and shares vest when certain stock price milestones are achieved. The performance-based market condition share award consists of three tranches with three separate specified award values that become payable upon the achievement of certain market capitalization milestones, subject to the satisfaction of the applicable service vesting conditions. As of December 31, 2023, no portion of the performance- based market condition share awards have satisfied either the applicable stock price milestones or the service vesting conditions and, as such, no awards have vested Reflects grants of 220,000 NQSOs, which have an exercise price of $5.56, and which vested 25% on October 25, 2019 and vest in equal quarterly installments for three years thereafter. (8) Reflects a grant of 563,266 RSUs which vest 40% on the grant date, 40% upon the first anniversary of the grant date, and the remaining 20% upon the eighteen-month anniversary of the grant date. (9) Reflects a grant of 1,689,798 PSUs that have a three-year measurement period and shares vest when certain market capitalization milestones are achieved. The performance-based market condition share award consists of six tranches with six separate specified award values that become payable upon the achievement of certain market capitalization milestones, subject to the satisfaction of the applicable service vesting condition. As of December 31, 2023, no portion of the performance- based market condition share awards have satisfied both the applicable market capitalization milestones and the service vesting conditions and, as such, no awards have vested. (10) Reflects a grant of 2,351,834 RSUs which vest 25% on the grant date and vest in equal quarterly installments for three years thereafter.

  51. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table presents, for each of our named executive officers, the shares of our common stock that were acquired upon the exercise of vested stock options and the vesting of RSUs and the related value realized during the fiscal year ended December 31, 2023.

  52. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) (1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (2) | | Ido Schoenberg | — | — | 1,388,933 | $2,804,019 | | Roy Schoenberg | — | — | 1,388,933 | $2,804,019 | | Robert Shepardson | — | — | 251,288 | $520,950 | | Phyllis Gotlib | — | — | 194,796 | $447,976 | | Vukasin (Vaughn) Paunovich | — | — | 225,307 | $477,651 | | Kathy Weiler | — | — | 587,959 | $8,354,005 |

  53. Option Exercises and Stock Vested

    (1) Calculated by multiplying the number of corresponding shares acquired by the difference between the exercise price and the market price of the underlying common stock at the time of exercise. Calculated by multiplying the number of corresponding shares acquired by the closing price of the common stock as reported on the NYSE on the vesting date (or on the last trading day prior to the vesting date if the vesting date was not a trading day).

  54. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control In the event of a qualifying termination of employment and/or the occurrence of a change in control of the Company, each of our NEOs are entitled to certain payments and benefits under their employment agreements and their outstanding equity incentive awards. For a detailed summary of these payments and benefits, see the narrative description below. The table below sets forth the amounts of the payments and benefits that each NEO would have been entitled to receive upon a qualifying termination of employment by the Company and/or the occurrence of a change in control, in each case assuming the relevant event occurred on December 31, 2023. The values reflected in the table below relating to the acceleration of equity awards are based on the last closing price of our Class A common stock on December 29, 2023 ($1.49 per share), the last business day of the fiscal year ended December 31, 2023 (in the case of options, minus the applicable exercise price) and assumes that any bonus amounts are paid at target levels.

  55. Potential Payments Upon Termination or Change in Control

    | Name | Benefit Description | Termination without cause by Company or for good reason by executive NOT in connection with a Change in Control ($) | Termination without cause by Company or for good reason by executive in connection with a Change in Control ($) | Termination due to death or disability ($) | Change in Control NOT in connection with Termination without cause by Company or for good reason by executive ($) | Notice of Non- renewal provided by Company | | Ido Schoenberg | Cash severance | $2,925,000 | $2,925,000 | $975,000 | — | — | | | Accelerated vesting of equity awards | $926,583 | $926,583 | $926,583 | $926,583 | $— | | | Continuation of health benefits | $125,758 | $125,758 | — | — | — | | Roy Schoenberg | Cash severance | $2,925,000 | $2,925,000 | $975,000 | — | — | | | Accelerated vesting of equity awards | $926,583 | $926,583 | $926,583 | $926,583 | $— | | | Continuation of health benefits | $26,862 | $26,862 | — | — | — | | Robert Shepardson | Cash severance | $970,000 | $970,000 | $485,000 | — | — | | | Accelerated vesting of equity awards | — | $2,254,796 | — | — | — | | | Continuation of health benefits | $19,362 | $19,362 | — | — | — | | Phyllis Gotlib | Cash severance | $766,857 | $766,857 | $485,000 | — | — | | | Accelerated vesting of equity awards | — | $1,815,377 | — | — | — | | | Continuation of health benefits | $203,143 | $203,143 | — | — | — | | Vukasin (Vaughn) Paunovich | Cash severance | $970,000 | $970,000 | $485,000 | — | — | | | Accelerated vesting of equity awards | — | $1,824,766 | — | — | — | | | Continuation of health benefits | $19,652 | $19,652 | — | — | — | | Kathy Weiler | Cash severance | $970,000 | $970,000 | $485,000 | — | — | | | Accelerated vesting of equity awards | — | $2,628,174 | — | — | — | | | Continuation of health benefits | $19,652 | $19,652 | — | — | — |

  56. Potential Payments Upon Termination or Change in Control

    Messrs. Ido and Roy Schoenberg Pursuant to the co-CEO’s employment agreements dated June 18, 2020, in the event of a termination of the co-CEO’s employment by us for “Cause” (as defined in the agreement) or by the executive without “Good Reason” (as defined in the agreement), the co-CEO will be entitled to receive certain accrued compensation and benefits. On a termination of the co-CEO’s employment due to death or disability, in addition to certain accrued compensation and benefits, the co-CEO will be entitled to receive, subject to his execution and non-revocation of a release of claims, (i) any earned but unpaid prior year bonuses, (ii) a pro-rata bonus for the year of termination (based on target performance) and (iii) accelerated vesting of outstanding equity awards (with any applicable performance goals achieved at target performance). In the case of a termination of the co-CEO’s employment upon his retirement, in addition to the accrued compensation and benefits, he will be entitled to receive, subject to his execution and non-revocation of a release of claims, continued vesting of outstanding equity awards. In the event of a termination of the co-CEO’s employment by the Company without Cause or by the co-CEO for Good Reason, he will be entitled to receive, in addition to certain accrued compensation and benefits and any earned but unpaid prior year bonuses, subject to his execution and non-revocation of a release of claims, (i) a pro-rata bonus for the year of termination (based on actual performance at year-end), (ii) three times then-current base salary, paid in equal installments over the 36-month period following the termination date (in the case of Ido Schoenberg, less any amounts contributed to the Managers Insurance and/or Pension Fund under Section 14 of the Israeli Severance Pay Law), (iii) accelerated vesting of all outstanding equity awards (with any applicable performance goals achieved at target performance), and (iv) Company-paid COBRA premiums during the 36-month severance period. Each agreement provides for restrictions on non-competition (during employment and for (A) 24 months following a termination of employment without cause or resignation for good reason or (B) 12 months following any other termination event), non-solicitation of customers and employees (during employment and for 24 months post-termination), confidentiality (in perpetuity) and mutual non-disparagement (in perpetuity). Messr. Shepardson and Paunovich; and Ms. Weiler The employment agreements for our NEOs (other than our co-CEOs) provide that if the NEO’s employment is terminated by the Company without “Cause” or by the NEO with “Good Reason” (each as defined in the applicable employment agreement), the NEO will be entitled to receive, in addition to certain accrued compensation and benefits and any earned but unpaid prior year bonuses, subject to the NEO’s execution and non-revocation of a release of claims, (i) a lump sum pro-rata bonus for the year of termination based on actual performance through the termination date (or one year’s target bonus if such termination of employment occurs one month before or within 24 months following a Change in Control (as defined in the employment agreement)), (ii) severance payments in an aggregate amount equal to the NEO’s base salary, to be paid in equal installments over a one-year period, (iii) each unvested equity award held by the NEO at the time of termination shall vest as to the portion that would have vested had the NEO remained employed by the Company through the first anniversary of the termination date, and (iv) Company-paid COBRA premiums during the 12-month severance period. In addition, if the involuntary termination of employment occurs one month before or within 24 months following a Change in Control, each unvested equity award held by the NEO will fully vest at the time of termination (with any applicable performance goals treated as achieved at target levels). To the extent applicable, such payments may be subject to reduction (if such reduction results in the applicable NEO being in a better after-tax position than if all amounts were paid to the NEO) so that they will not be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code in those circumstances. Each agreement provides for restrictions on non-competition and non-solicitation (during employment and for 12 months following termination event), confidentiality (in perpetuity), assignment of intellectual property rights and mutual non-disparagement (in perpetuity). Ms. Gotlib On April 8, 2022, the Company entered into a new employment agreement with Ms. Gotlib which supersedes her prior employment agreement and provides that if Ms. Gotlib’s employment is terminated by the Company without Cause or if she resigns with Good Reason (each as defined in the employment agreement), Ms. Gotlib will be entitled to receive, in addition to certain accrued compensation and benefits and any earned but unpaid prior year bonuses, subject to her execution and non-revocation of a release of claims, (i) a lump sum pro rata target bonus for the year of termination (or an amount equal to her target bonus if such termination of employment occurs one month before or within 24 months following a Change in Control (as defined in the employment agreement)), (ii) each unvested equity award held by Ms. Gotlib at the time of termination shall vest as to the portion that would have vested had she remained employed by the Company through the first anniversary of the termination date, and (iii) severance payments in an aggregate amount equal to her base salary, to be paid in equal installments over a one-year period (less any amounts contributed to the Managers Insurance and/or Pension Fund under Section 14 of the Israeli Severance Pay Law). In addition, if the involuntary termination of employment occurs one month before or within 24 months following a Change in Control, each unvested equity award held by Ms. Gotlib will fully vest at the time of such termination of employment (with any applicable performance goals treated as achieved at target levels). To the extent applicable, such payments may be subject to reduction (if such reduction results in Ms. Gotlib being in a better after-tax position than if all amounts were paid to Ms. Gotlib) so that they will not be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code in those circumstances. The agreement provides for restrictions on non-competition and non-solicitation (during employment and for 12 months following termination event), confidentiality (in perpetuity), assignment of intellectual property rights and mutual non-disparagement (in perpetuity).

  57. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure Under rules adopted pursuant to the Dodd-Frank Act, we are required to calculate and disclose the total compensation paid to our median paid employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to our Co-CEOs, Ido Schoenberg and Roy Schoenberg (the "CEO Pay Ratio"). The paragraphs that follow describe our methodology and the resulting CEO Pay Ratio.

  58. Methodology and Pay Ratio

    Methodology and Pay Ratio Our median employee compensation in 2023 as calculated using Summary Compensation Table requirements was $174,929. The annual total compensation for Co-CEO Ido Schoenberg as reported in the Summary Compensation Table was $797,800. Therefore, our CEO Pay Ratio for 2023 is approximately 5:1. This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with the SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither the Committee nor management of the Company used the CEO Pay Ratio measure in making compensation decisions.

  59. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation and certain financial performance of our Company. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Committee view the link between the Company’s performance and its NEOs' pay. For additional information on our compensation programs and philosophy and how we design our compensation programs to align pay with performance, see the section titled “Compensation Discussion and Analysis." The table below presents information on the compensation of our chief executive officer(s) and our other NEOs in comparison to certain performance metrics for 2023, 2022, 2021 and 2020:

  60. PAY VERSUS PERFORMANCE

    | | Summary compensation table total for first PEO | Summary compensation table total for second PEO(2)(3) | Compensation actually paid to first PEO | Compensation actually paid to second PEO(2)(3) | Average summary compensation table total for non-PEO NEOs | Average summary compensation actually paid for non-PEO NEOs(2)(3) | Value of fixed $100 investment based on: | | Net Income | Revenue | | Year | | | | | | | Total shareholder return(4) | S&P 500 healthcare services total shareholder return(5) | | | | 2023 | $797,800 | $658,400 | $(9,131,552) | $(9,270,952) | $3,081,641 | $22,839 | $6 | $157 | $(679,200,000) | $259,047,000 | | 2022 | $16,161,230 | $16,044,010 | $7,075,701 | $6,958,481 | $6,417,175 | $2,418,932 | $12 | $170 | $(272,100,000) | $277,190,000 | | 2021 | $39,988,708 | $39,940,379 | $(26,819,435) | $(26,867,764) | $5,756,009 | $(3,538,060) | $26 | $162 | $(176,800,000) | $252,789,000 | | 2020 | $69,253,101 | $69,247,314 | $96,113,239 | $96,107,452 | $9,574,620 | $21,760,358 | $110 | $119 | $(228,600,000) | $245,265,000 |

  61. PAY VERSUS PERFORMANCE

    Amwell's first principal executive officer for FY2020 through FY2023 was Dr. Ido Schoenberg. Amwell's second principal executive officer for FY2020 through FY2023 was Dr. Roy Schoenberg. Amwell's other, non-PEO, NEOs for FY2020 were Ms. Gotlib, Kurt Knight, and Mr. Anderson. Amwell's other, non-PEO, NEOs for FY2021 were Ms. Gotlib, Mr. Shepardson, Mr. Knight, Mr. O'Grady, and Mr. Anderson. Amwell's other, non-PEO, NEOs for FY2022 were Ms. Gotlib, Mr. Shepardson, Mr. Knight, and Mr. Paunovich. Amwell's other, non-PEO, NEOs for FY2023 were Ms. Gotlib, Mr. Shepardson, Mr. Paunovich and Ms. Weiler. The below tables represent the compensation actually paid calculation detail:

  62. PAY VERSUS PERFORMANCE

    | | First PEO - Ido Schoenberg | Second PEO - Roy Schoenberg | NON-PEO NEOs | | Compensation Element | 2023 | 2023 | 2023 | | SCT Reported Total Compensation | $797,800 | $658,400 | $3,081,641 | | (i) Aggregate SCT Reported Equity Compensation (-) | $- | $- | $2,589,350 | | (ii) Year-End Fair Value of Awards Granted During the FY & Outstanding (+) | $- | $- | $974,050 | | (iii) Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Outstanding (+) | $(9,435,970) | $(9,435,970) | $(1,668,172) | | (iv) Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+) | $- | $- | $336,607 | | (v) Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Vesting During Covered FY (+) | $(493,382) | $(493,382) | $(111,937) | | (vi) Prior FYE Value of Awards Determined to Fail to Meet Vesting Conditions During Covered FY (-) | $- | $- | $- | | Compensation Actually Paid Determination | $(9,131,552) | $(9,270,952) | $22,839 |

  63. PAY VERSUS PERFORMANCE

    (3) Equity compensation fair value calculated based on assumptions determined in accordance with FASB ASC Topic 718. (4) Total shareholder return calculated based on an assumed $100 investment as of 09/17/2020 and the reinvestment of any issued dividends. (5) The peer group reflected in the tables above is the S&P 500 Health Care Services index total shareholder return calculated based on an assumed $100 investment as of 09/17/2020 and the reinvestment of any issued dividends.

  64. Most Important Performance Metrics to Link Executive Compensation Actually Paid with Company Performance

    Most Important Performance Metrics to Link Executive Compensation Actually Paid with Company Performance Provided below are the most important financial measures used to link compensation actually paid with Amwell performance during the most recently completed fiscal year:

  65. Most Important Performance Metrics to Link Executive Compensation Actually Paid with Company Performance

    | Revenue | | Stock Price Milestones | | Subscription Bookings |

  66. Most Important Performance Metrics to Link Executive Compensation Actually Paid with Company Performance

    See the "Compensation Discussion and Analysis" above and published in Amwell’s historical proxy statements for additional detail on executive compensation actions.

  67. Effects on Outstanding Equity Awards and Equity Plans

    Effects on Outstanding Equity Awards and Equity Plans The Company maintains the 2020 Equity Incentive Plan (the “2020 Plan”), the 2020 Employee Stock Purchase Plan, as amended (the “Stock Purchase Plan”) and the 2006 Employee, Director and Consultant Stock Plan, as amended and restated (the “2006 Plan”, and, together with the 2020 Plan and the Stock Purchase Plan, the “Equity Plans”). Upon the adoption of the 2020 Plan, no further awards have been granted under the 2006 Plan, but awards previously outstanding under the 2006 Plan remained outstanding under and governed by the terms of such plan. In the event of a reverse stock split, the Compensation Committee of our Board of Directors, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under each of the Equity Plans, will make equitable adjustments, as applicable, and in each case in accordance with Sections 409A, 423 and 424 of the Code, as applicable, to (i) the aggregate number of shares of common stock that may be delivered under each Equity Plan, (ii) the number, class and exercise or purchase price of shares of common stock covered by each outstanding award or purchase right under each Equity Plan and (iii) the terms and conditions of any outstanding awards or purchase rights under each Equity Plan. Accordingly, if the reverse stock split is effected, the number of shares available for future issuance under each of the 2020 Plan and Stock Purchase Plan, as well as the number of shares subject to any outstanding award or purchase right under each of the 2020 Plan, Stock Purchase Plan and 2006 Plan, and the exercise or purchase price and other terms relating to any such award or purchase right outstanding under each of the 2020 Plan, Stock Purchase Plan and 2006 Plan, are expected to be proportionately adjusted by the Compensation Committee to reflect the reverse stock split. The Company may also, for reasons of administrative convenience, refuse to permit the exercise of any award under the 2020 Plan during a period of up to 30 days prior to the consummation of the reverse stock split. In addition, pursuant to its administrative authority under the Equity Plans, the Compensation Committee will effect any other changes necessary, desirable or appropriate to give effect to the reverse stock split.