DEF 14A of American Well Corp, Apr 23, 2025

DEF 14A of American Well Corp

Filed Apr 23, 2025 · FY20240000950170-25-057290

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board of Directors is currently composed of 9 members. 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 II Directors)

    Director Nominees (Class II Directors)

  4. 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 served on the Board of Directors of Orion Acquisition Corp, a publicly traded company, from 2022 to 2023. 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.

  5. 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. Dr. Cosgrove serves in a board role for Hims & Hers, Inc. and SIM Acquisition Corp., both publicly traded companies, as well as board roles in other non-public companies. 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.

  6. Rivka Goldwasser

    Rivka Goldwasser Ms. Goldwasser is an experienced financial executive with over 20 years of experience advising healthcare organizations and institutional investors. She spent 15 years at Morgan Stanley where she was a managing director, head of U.S. Healthcare Services & Technology Research and most recently Investment Banking groups, and was formally co-head of U.S. Healthcare Research at UBS where she covered healthcare services, diagnostics, and generic companies. Ms. Goldwasser received her bachelor’s degree in Economics and Political Science from Tel Aviv University and her MBA from the Kellogg School of Management at Northwestern University. Throughout her career, she has led many successful initial public offerings, including Amwell, and has a passion for helping companies navigate the complexities of public market dynamics. She was recognized by Institutional Investor Magazine as a top-ranked research analyst for 18 years. We believe that Ms. Goldwasser’s extensive experience in the health technology space, financial and leadership skills make her a valuable part of our Board of Directors.

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

    Directors with Terms Expiring in 2026 (Class III Directors)

  8. Directors with Terms Expiring in 2027 (Class I Directors)

    Directors with Terms Expiring in 2027 (Class I Directors)

  9. 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.

  10. 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., a publicly traded company, 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.

  11. Rob Webb

    Rob Webb Rob Webb is an experienced health care executive, board member, and advocate for innovation in established industries. With a distinguished 19-year tenure at UnitedHealth Group, Rob held several key executive positions, including ten years as the CEO of Optum’s consumer and specialty network businesses, and nine years as the president of UHG Ventures. He currently leads Onward Enterprises, an investment and advisory firm dedicated to fostering innovation in health care and beyond. In addition to the Amwell board, Mr. Webb serves in a board role for Ardent Health Partners, Inc., a publicly traded company, Delmec Ireland, and The Kellogg School Health Care Advisory Board. He has held board roles for dynamic, high-growth health care companies, 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.

  12. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  13. 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 restricted stock unit (“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 annually in advance for each director who serves as the chairman of one of the Board’s committees.

  14. 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, 2024.

  15. Non-Employee Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Stephen Schlegel | $80,000 | $214,241 | $294,241 | | Deval Patrick(2) | $53,571 | $— | $53,571 | | Derek Ross | $75,000 | $214,241 | $289,241 | | Peter Slavin | $85,000 | $214,241 | $299,241 | | Delos Cosgrove | $75,000 | $214,241 | $289,241 | | Deborah Jackson | $75,000 | $214,241 | $289,241 | | Rob Webb | $75,000 | $214,241 | $289,241 | | Rivka Goldwasser(3) | $22,459 | $561,769 | $584,228 |

  16. Non-Employee Director Compensation

    (1) Represents the aggregate grant date fair value of 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, 2024, which was filed with the SEC on February 12, 2025. 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, 2024.

  17. Non-Employee Director Compensation

    | Name | Stock Options (#) | Unvested Stock Awards (#) | | Stephen Schlegel | — | 27,188 | | Deval Patrick | 8,085 | — | | Derek Ross | — | 27,188 | | Peter Slavin | 15,100 | 27,188 | | Delos Cosgrove | 13,200 | 27,188 | | Deborah Jackson | — | 27,188 | | Rob Webb | — | 27,188 | | Rivka Goldwasser | — | 69,987 |

  18. Non-Employee Director Compensation

    (2) Mr. Patrick resigned from the Board effective June 18, 2024, the date of the Company’s annual meeting of stockholders. (3) Ms. Goldwasser was appointed to the Board on June 13, 2024.

  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 incentivize performance that supports and advances 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 substantial experience, expertise and capabilities. 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 | A material portion 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 and paid. | | 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. | | Clawback Policy | We maintain a clawback policy designed to recoup incentive compensation paid to executive officers based on erroneously prepared financial statements. |

  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 CEO, 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. The Committee sets appropriate threshold and maximum levels of performance for the performance-based metrics for the annual incentive plan to motivate achievement among our executive officers 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. The Committee then determines the corresponding payouts earned under the performance-based annual incentive plan and for any PSUs. With the recommendations of the CEO, the Committee approves the compensation for all the other executive officers. At the start of 2024, the Committee made recommendations to the full Board regarding the compensation of our co-CEOs. Following Dr. Roy Schoenberg’s transition in June 2024 to Executive Vice Chairman, the Committee makes recommendations to the full Board regarding the compensation of the CEO and the Executive Vice Chairman.

  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. 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 October 2023 for use in connection with decisions about 2024 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). Beyond those criteria, in reviewing the peer group, Aon recommended, and the Committee agreed, to consider maintaining historical consistency in the peer group barring substantial changes in the size or business of the peer company and recognized that existing companies that fall outside the selection criteria may nonetheless be considered important in the existing peer group when considered as a strong talent and business profile comparator. Based on these criteria and considerations, the Committee approved a peer group that consisted of the following 17 companies:

  24. Compensation Peer Groups and Peer Selection Process

    | Accolade, Inc. (Nasdaq: ACCD) | GoodRx Holdings, Inc. (Nasdaq: GDRX) | NextGen Healthcare, Inc. (Nasdaq: NXGN) | Schrödinger, Inc. (Nasdaq: SDGR) | | Certara, Inc. (Nasdaq: CERT) | Health Catalyst, Inc. (Nasdaq: HCAT) | Omnicell, Inc. (Nasdaq: OMCL) | Sharecare, Inc. (Nasdaq: SHCR) | | Computer Programs and Systems (Nasdaq: CPSI) | LifeStance Health Group, Inc. (Nasdaq: LFST) | Phreesia, Inc. (NYSE: PHR) | Talkspace, Inc. (Nasdaq: TALK) | | Definitive Healthcare Corp. (Nasdaq: DH) | LivePerson, Inc. (Nasdaq: LPSN) | Progyny, Inc. (Nasdaq: PGNY) | Teladoc Health, Inc. (NYSE: TDOC) | | Doximity, Inc. (NYSE: DOCS) | | | |

  25. Compensation Peer Groups and Peer Selection Process

    Based on the peer analysis performed by Aon in 2023 for the 2024 executive compensation, the resulting peer group was the same as the 2023 peer group except that 1LifeHealthcare, Inc. was removed because it was acquired, HealthEquity, Inc. and New Relic, Inc. were removed as they no longer fit the selection criteria, and Computer Programs and Systems, Inc., NextGen Healthcare, Inc., and Talkspace, Inc. were added as those additions reflected companies with financial and industry characteristics more similar to our company. In October 2024, the Committee reviewed and approved an updated peer group for 2025 executive compensation. The Committee used the same selection criteria described above, resulting in the same peer group except that NextGen Healthcare, Inc. and Sharecare, Inc. were removed because they were acquired, and Computer Programs and Systems, Inc. changed its name to Trubridge, Inc. on March 4, 2024. This 2025 peer group was used as a reference by the independent compensation consultant and the Committee in December 2024 to establish the compensation for Mr. Hirschhorn for his new role as Executive Vice President, Chief Financial Officer and Chief Operating Officer. 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 2024. Consistent with best practices for corporate governance, the Committee reviews our peer group annually.

  26. 2024 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 pre-determined annual performance objectives. Target cash award is capped as a fixed percentage of base salary. | 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 granted in 2022 and 2023 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 ultimate intent 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. The amounts shown in the table below reflect the 2024 Target Annual Incentive Opportunities initially established by the Committee for each named executive officer:

  28. Annual Incentive Plan

    | NEO | 2024 Target Annual Incentive Plan Opportunity as a % of Base Salary | | Ido Schoenberg | 150% | | Roy Schoenberg | 150% | | Phyllis Gotlib | 100% | | Mark Hirschhorn(1) | — | | Kurt Knight | 100% | | Robert Shepardson | 100% | | Kathy Weiler | 100% |

  29. Annual Incentive Plan

    (1) Under the terms of his employment agreement, Mr. Hirschhorn received an annual bonus for 2024 that was fixed at $500,000. As of 2025, he is eligible to participate in the annual incentive plan with a target bonus opportunity of 125% of his base salary. 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 Committee selected three financial measures for this year’s annual incentive opportunity, consisting of 2024 Company Revenue (weighted at 50% of the total bonus opportunity), 2024 Subscription Bookings Attainment (weighted at 25% of the total bonus opportunity), and 2024 Defense Health Agency (DHA) Bookings Attainment (weighted at 25% of the total bonus opportunity). Subscription bookings was broken into two categories rather than the single category used in 2023. These financial measures were designed to focus executive officers on the critical strategic priorities of top line revenue growth and customer growth in two segments. 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 independent clinical services partner) 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 2024 annual incentive plan target for revenue at $265 million, a 2.9% growth rate over the actual total revenue in 2023. The Committee established the targets for subscription bookings attainment and DHA bookings attainment at $25 million and $43 million, respectively, levels that the Committee believed would reflect significant achievement. Having set the targets, the Committee also set the threshold and maximum performance levels. For 2024, the Committee set the threshold for payment of any annual incentives at approximately 96.2% of the revenue target, at 20% of the subscription bookings attainment target, and at approximately 11.6% of the DHA bookings attainment target. The Committee set the maximum level payment for the revenue metric at 103.8% of target, the maximum level for subscription bookings attainment at 132% of target, and the maximum level of DHA bookings attainment at 128% of target, each of which were levels that presented a significant challenge requiring exceptionally strong performance. Corporate Achievement Level In early 2025, as part of the process of making its final determination with respect to the achievement level for the Corporate Factor, the Committee took into consideration that there was a slight delay in the timing of recognition of contract revenue that it viewed as beyond management’s control. The Committee determined that, nowithstanding that the booking occurred in early 2025, it was attributable to 2024 performance. As a result, based on the performance of the CEO and other NEOs in 2024, the Committee determined that the level of corporate achievement for 2024 was 35%. (For avoidance of doubt, the Committee will, correspondingly, exclude the contribution from such item from 2025 performance.) The table below reflects the threshold, target and maximum for each of the three metrics and the bonus pool funding:

  30. Annual Incentive Plan

    | Performance Metric | Below Threshold ($/%) | Threshold ($/%) | Target ($/%) | Maximum ($/%) | Actual Result ($/%) | Achievement vs. Target | | Revenue (in millions) | <255.0 | 255.0 | 265.0 | 275.0 | 254.4 | 96.0% | | Percentage of Target Performance | <96.2% | 96.2% | 100.0% | 103.8% | | | | Bonus Pool Funding (Weighted 50%) | 0.0% | 50.0% | 100.0% | 125.0% | | — | | Core Subscription Bookings (in millions) | <5.0 | 5.0 | 25.0 | 33.0 | 6.6 | 26.4% | | Percentage of Target Performance | <20.0% | 20.0% | 100.0% | 132.0% | | | | Bonus Pool Funding (Weighted 25%) | 0.0% | 20.0% | 100.0% | 125.0% | | 7% | | DHA Bookings (in millions) | <5.0 | 5.0 | 43.0 | 55.0 | 18.8 | 43.6% | | Percentage of Target Performance | <11.6% | 11.6% | 100.0% | 128.0% | | | | Bonus Pool Funding (Weighted 25%) | 0.0% | 10.7% | 100.0% | 125.0% | | 11% | | Committee Determination: Corporate Achievement | | | | | | 35% |

  31. Annual Incentive Plan

    Personal Factor Under our annual incentive plan, the Committee also considers a personal factor in determining the payout to each NEO. For 2024, given the nature of their roles, the personal factors for the CEO and for the Executive Vice Chairman were the same as the Company’s corporate performance metrics. In general, the Committee determines personal factor achievement for the other NEOs 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. In 2024, Ms. Gotlib was the only other NEO whose annual incentive plan bonus was measured under the personal factor, as she was the only other continuing NEO who had a bonus opportunity for the year who was in office at the time of payouts of the annual incentive plan. For 2024, the Committee determined that Ms. Gotlib’s personal factor was achieved at 100%.

  32. Annual Incentive Plan

    | NEO | Objectives and Key Results | | Phyllis Gotlib | • Achieve goals with active providers and number of annual visits • Operate within budget • Achieve high employee engagement • Assign OKRs to team members and document attainment • Manage processes to retain talent |

  33. Annual Incentive Plan

    Final Annual Incentive Plan Payouts The following table reflects the target bonus opportunity for Messrs. Ido and Roy Schoenberg and Ms. Gotlib and the resulting payout for the annual incentive:

  34. 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 | 35% | N/A | $341,250 | | Roy Schoenberg | $470,628 | 150% | $705,942 | 35% | N/A | $247,079 | | Phyllis Gotlib | $485,000 | 100% | $485,000 | 35% | 100% | $169,750 |

  35. Annual Incentive Plan

    Amounts shown are the annual base salaries in effect at year end or, for Dr. Roy Schoenberg, an average base salary based on his employment as co-CEO from January 1 to June 12, 2024, and then as Executive Vice Chair from June 13, 2024 to year end. Under the terms of their respective separation agreements with the Company, Mr. Knight received payment of his target bonus for 2024, and Ms. Weiler received payment in lieu of any other bonus, both in the amount of $485,000. Mr. Shepardson was ineligible for an annual incentive as a result of his termination of employment in 2024. Special Cash Awards The Committee severely limits discretionary cash awards or equity grants to rare cases, to be used judiciously and in limited circumstances. However, the Committee views special cash awards as an important way to meet the Company’s needs for a specific purpose or during a specific period. Recognizing the accomplishments of our executive officers, even if the achievements were not initially part of the designated measures for the year, is vital to retaining executive talent of the caliber of our leaders. To that end, in recognition of her accomplishments, including exceeding client retention targets, operating efficiently within budget, and employee engagement and retention for Amwell International, the Committee made a special cash award of $169,750 to Phyllis Gotlib.

  36. 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 2024 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 Messrs. Ido and Roy Schoenberg in 2024, based on its view that their existing equity awards provided appropriate continuing incentives, and due to the commitment the Company made in 2022 to not provide them with additional equity awards until after February 28, 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: RSUs The Committee determined that our 2024 equity awards for our executive officers would be comprised solely of time based vesting RSU awards. A summary of the long-term incentives granted to the non-CEO NEOs in 2024 is shown below:

  37. Long-Term Incentives

    | Equity Vehicle | 2024 Allocation | Vesting Period | How Earned | Rationale for Use | | RSUs | 100% | 3 years, 25% vested immediately and the remainder vesting quarterly over the three years from the grant date | Time Based Vesting | • Provides value even during stock price or market underperformance • Promotes retention and reinforces ownership culture |

  38. Long-Term Incentives

    RSUs service-vest over a three-year period, with 25% of the RSUs vesting immediately upon grant. The Committee determined that it was appropriate that a portion of the RSUs vested immediately upon grant following the independent decision by the majority of the NEOs to forfeit their 2022 PSU grants, which helped to replenish the Company pool of shares available for grant in 2024. 2024 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 Messrs. Ido and Roy Schoenberg during the three-year performance period of the 2022 PSUs, which ended on February 28, 2025. The Committee views it as paramount to motivate the senior leadership team to work together cooperatively and constructively, and thus made equally sized grants to each to reinforce the collaborative nature of their execution of the mission. Based on the thirty trading-day average stock price preceding February 20, 2024, the RSU grants made to the other NEOs in 2024 were as follows:

  39. Long-Term Incentives

    | Name | Target Total Equity Value ($) | RSUs (#) | | Phyllis Gotlib | $2,500,000 | $2,171,646 | | Kurt Knight | $2,500,000 | $2,171,646 | | Robert Shepardson | $2,500,000 | $2,171,646 | | Kathy Weiler | $2,500,000 | $2,171,646 |

  40. Long-Term Incentives

    (1) On July 10, 2024, the Company effected a reverse stock split of the Company’s common stock at a ratio of 1-for-20 (the “Reverse Stock Split”). Following the Reverse Stock Split, the Company made appropriate adjustments with respect to all RSUs then outstanding. These adjustments resulted in approximately the same value of shares of common stock represented by the RSUs immediately before and following the Reverse Stock Split. As described under “Leadership Transitions Effective in 2024” below, in connection with the commencement of his employment, Mr. Hirschhorn received a new hire RSU grant with an aggregate grant date value of $2,500,000, vesting 25% on the grant date and the remaining 75% in substantially equal quarterly installments over a three-year period beginning after the one-year anniversary of the grant date, such that the entire award would be fully vested on the four-year anniversary of the grant date. We expect to continue to evaluate our equity compensation strategy across the organization to manage our equity utilization during 2024 and beyond. Forfeiture of 2022 PSUs At the start of 2022, the Committee had awarded PSUs to Ms. Gotlib, Mr. Knight and Mr. Shepardson. The 2022 PSUs were eligible to vest based on the attainment, on average, of select market capitalization hurdles that were set as multiples of the applicable grant date market capitalization of the Company. The hurdles were based on market capitalization increases of between 0% and 300% from the time of grant, for a performance period from March 1, 2022 to February 28, 2025. By late 2023, the Committee became concerned that these 2022 PSUs granted to Ms. Gotlib, Mr. Knight and Mr. Shepardson were no longer effective at accomplishing the goals for which they were originally designed, and thus were no longer in the best interests of the Company and its stockholders. Specifically, given the challenging market for health care technology companies generally over the last two years, and for the Company in particular, the Committee was concerned that the 2022 PSUs did not offer meaningful financial or retentive value. The Committee also faced a challenge at the start of 2024 in that the number of shares available for grant for all employees under our long-term incentive program was lower than anticipated. Therefore, the Committee determined that it would be in the best interest of the Company to ask these executives, and other executives who were similarly situated, to forfeit their 2022 PSUs, both because they were no longer having the intended retention and incentive effect and in order to replenish the pool of shares available under the Company’s equity plan. Each of Ms. Gotlib, Mr. Knight and Mr. Shepardson subsequently agreed to forfeit their 2022 PSUs. These forfeited PSUs added shares back to the number of available shares, which the Committee used to make 2024 equity grants, including to grants to Ms. Gotlib, Mr. Knight and Mr. Shepardson, as described above.

  41. Supplemental Awards

    Supplemental Awards In certain specific circumstances and on rare occasions, the Committee and the Board may award supplemental cash or equity grants to executive officers as an important way to meet the Company’s needs for a specific purpose or during a specific period. In the health technology industry, there is intense competition for executive officers with the skills and experience needed to execute our strategy and lead our team. The health technology industry is fiercely competitive. Attracting and retaining executive talent of the caliber of our leaders, and maintaining a stable, consistent team, particularly during a period of leadership transition, is both extremely challenging and vitally important. Our ability to execute our strategy, our future success and the promotion and protection of the interests of our stockholders depends to a great extent on our continuing ability to retain highly qualified and skilled employees. Against this backdrop, the Committee determined that it was in the best interest of the Company and our stockholders to make supplemental grants to certain of our NEOs as set forth below. CEO Cash-Based Long-Term Incentive Award In August 2024, the Compensation Committee recommended, and the Board approved, the grant of a cash-based long-term incentive opportunity award to our CEO. The award is potentially payable in three equal installments of $1 million, in each of March 2025, 2026 and 2027, subject to the Company’s achievement of performance goals as specified by the Committee, and subject in each case to the CEO’s continued employment through the applicable payment date. For the tranche corresponding to the March 2025 payment date, the Committee established a performance goal based on the Company’s adjusted EBITDA. The Board selected adjusted EBITDA as the measure, because it is aligned with our critical strategic priorities of profitability and controlling expenses. Thus, the Board tied the payout of the 2024 tranche to attainment of adjusted EBITDA of $(140) million or better for fiscal 2024. Subsequent to year-end 2024, in February 2025, the Committee determined that the first goal associated with the CEO’s cash-based long-term incentive award was met, because the Company’s adjusted EBITDA was $(134.4) and therefore the amount would be distributed to the CEO based on his continued employment on March 3, 2025. Pursuant to the terms of the cash-based long-term incentive award, the Board has established the performance goals for the tranches in respect of 2025 and 2026 (payable in March 2026 and March 2027). Retention Bonus Agreements The Committee limits discretionary cash awards or equity grants to rare cases, to be used judiciously and in limited circumstances. However, the Committee views special cash awards as an important way to meet the Company’s needs for a specific purpose or during a specific period. Recognizing the accomplishments of our executive officers, even if the achievements were not initially part of the designated measures for the year, is vital to retaining executive talent of the caliber of our leaders. To that end, the Committee awarded Retention Bonuses to each of Ms. Gotlib, Mr. Shepardson, Mr. Knight and Ms. Weiler in 2024 in the amounts of $500,000, each. The Retention Bonuses were designed to incentivize the NEOs to undertake, and had goals related to the implementation of, the actions necessary to transform the business in connection with the development and execution of a new strategy, and significant efficiency targets necessary to meet objectives. The Retention Bonus awards were payable on March 3, 2025 provided, among other requirements, that the executive was employed by the Company on such date, had complied with certain restrictive covenants, and had not tendered notice of resignation before that date. The Retention Bonus agreements further provided that the amounts would be payable before March 3, 2025 if the Company terminated the executive without “Cause” or the executive terminated his or her employment for “Good Reason” (in either case, as such terms are defined in the executive’s employment agreement with the Company). Ms. Gotlib was paid her Retention Bonus in March 2025 in consideration of her continued employment through such date, and in recognition of her accomplishments, including exceeding client retention targets, operating efficiently within budget, and employee engagement and retention for Amwell International. Mr. Shepardson forfeited his Retention Bonus in connection with his resignation from employment in 2024. Consistent with the terms of their respective separation agreements, Ms. Weiler and Mr. Knight each received their Retention Bonus on December 31, 2024. Commission In January of 2024, the Committee approved a one-time commission payment to Ms. Weiler in the amount of $250,000. The commission payment was designed to incentivize Ms. Weiler as she was instrumental in achieving critical contracts in Q4 of 2023. This commission payment was made to Ms. Weiler on February 9, 2024.

  42. 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 their 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 CEO will receive accelerated vesting of his equity if we engage in a corporate transaction, as defined under our equity plan, that results in a change in his 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.

  43. Equity Granting Practices

    Equity Granting Practices The Committee has not granted stock options in recent years and did not grant stock options in 2024. The Committee does not take material nonpublic information into account when determining the timing and terms of equity awards. Stock options may occasionally be awarded on an off-cycle basis, including to new hires. The Company has not timed the disclosure of material nonpublic information to affect the value of executive compensation.

  44. Summary Compensation Table

    Summary Compensation Table

  45. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Ido Schoenberg(5) | 2024 | $657,665 | — | — | $1,341,250 | $116,089 | $2,115,004 | | Chairman, Chief Executive Officer (CEO) | 2023 | $666,764 | — | — | — | $131,036 | $797,800 | | | 2022 | $619,491 | — | $14,645,000 | $740,610 | $156,129 | $16,161,230 | | Roy Schoenberg | 2024 | $475,000 | — | — | $247,079 | $1,960,000 | $2,682,079 | | Executive Vice Chairman, Former co-Chief Executive Officer | 2023 | $650,000 | — | — | — | $8,400 | $658,400 | | | 2022 | $650,000 | — | $14,645,000 | $740,610 | $8,400 | $16,044,010 | | Phyllis Gotlib(5) | 2024 | $490,711 | $169,750 | $2,779,699 | $169,750 | $101,336 | $3,711,246 | | President, International | 2023 | $497,500 | — | $1,657,243 | — | $139,516 | $2,294,259 | | | 2022 | $462,342 | — | $4,716,430 | $409,340 | $130,632 | $5,718,744 | | Mark Hirschhorn | 2024 | $96,385 | $500,000 | $2,288,043 | — | — | $2,884,428 | | Executive Vice President, Chief Financial Officer and Chief Operating Officer | | | | | | | | | Kurt Knight | 2024 | $488,731 | — | $2,779,699 | $485,000 | $1,252,146 | $5,005,576 | | Former Chief Operating Officer | 2023 | $485,000 | — | $1,657,243 | — | $9,900 | $2,152,143 | | | 2022 | $485,000 | — | $4,716,430 | $409,340 | $11,050 | $5,621,820 | | Robert Shepardson | 2024 | $391,731 | — | $2,779,699 | — | $10,350 | $3,181,780 | | Former Chief Financial Officer | 2023 | $485,000 | — | $1,657,243 | — | $10,800 | $2,153,043 | | | 2022 | $485,000 | — | $4,716,430 | $409,340 | $16,175 | $5,626,945 | | Kathy Weiler | 2024 | $488,731 | $250,000 | $2,779,699 | — | $1,916,983 | $5,435,413 | | Former Executive Vice President, Chief Commercial and Growth Officer | 2023 | $283,539 | — | $5,385,670 | — | $9,560 | $5,678,769 |

  46. Summary Compensation Table

    (1) The amounts reported in this column represent (i) for Ms. Gotlib, a special cash award earned in 2024, (ii) for Mr. Hirschhorn, his fixed 2024 bonus guaranteed under the terms of his employment agreement in connection with the commencement of his employment and (iii) commissions earned by Ms. Weiler in 2024. (2) The amounts reported in this column represent the aggregate grant date fair value of RSUs and PSUs granted to our NEOs during 2022, 2023 and 2024, 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 13 to our audited consolidated financial statements, for each year, included in our Annual Report on Form 10-K. (3) For Mr. Ido Schoenberg, the amounts in this column represent, for 2024, $341,250 earned in respect of the annual cash incentive and $1,000,000 earned for 2024 achievement in respect of the cash-based long-term incentive award. For the other NEOs, the amounts in this column represent bonuses earned in respect of annual cash incentives. (4) The amounts in this column represent, for 2024, (i) for Mr. Ido Schoenberg, amounts contributed to his pension and replacement benefits ($41,383), taxes paid on benefits provided ($59,345) and health insurance benefits and; (ii) for Mr. Roy Schoenberg, transition payments ($1,950,000) and health insurance benefits ($10,000); (iii) for Ms. Gotlib, amounts contributed to her pension and replacement benefits ($28,921), taxes paid on benefits provided ($50,505) and health insurance benefits; (iv) for Mr. Knight, his Retention Bonus ($500,000), severance ($485,000), value of accelerated RSU vesting ($256,796) and 401(k) plan matching contributions ($10,350); (v) for Mr. Shepardson, 401(k) plan matching contributions ($10,350); and (vi) for Ms. Weiler, her Retention Bonus ($500,000), payment of target bonus in lieu of any other bonus based on actual performance ($485,000), severance ($485,000), value of accelerated RSU vesting ($422,391) legal expenses ($14,242) and 401(k) plan matching contributions ($10,350). The amounts provided to Mr. Ido Schoenberg and Ms. Gotlib were paid in New Israel Shekel (“NIS”) and have been converted into U.S. dollars for purposes of this table using the conversion rate in effect on December 31, 2024, as reported on the Oanda (NIS 0.273: USD $1).

  47. 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, 2024.

  48. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | | | | First Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | All Other Stock Awards: Number of Shares of Stock or Units (2) | Grant Date Fair Value of Stock Awards (3) | | Ido Schoenberg | | — | $975,000 | $1,523,438 | — | — | | Roy Schoenberg | | — | $705,943 | $1,103,035 | — | — | | Phyllis Gotlib | 2/20/2024 | — | — | — | 108,582 | $2,779,699 | | | | $160,050 | $485,000 | $757,813 | — | — | | Mark Hirschhorn | 11/4/2024 | — | — | — | 254,227 | $2,288,043 | | | | — | — | — | — | — | | Kurt Knight | 2/20/2024 | — | — | — | 108,582 | $2,779,699 | | | | $160,050 | $485,000 | $757,813 | — | — | | Robert Shepardson(4) | 2/20/2024 | — | — | — | 108,582 | $2,779,699 | | | | $160,050 | $485,000 | $757,813 | — | — | | Kathy Weiler | 2/20/2024 | — | — | — | 108,582 | $2,779,699 | | | | $160,050 | $485,000 | $757,813 | — | — |

  49. Grants of Plan-Based Awards

    (1) These columns reflect the annual incentive plan opportunities for our NEOs for the fiscal year ended December 31, 2024. No annual incentive plan bonus is payable to our NEOs if performance is achieved below the threshold performance level. The threshold amount is based on the threshold for each Company performance metric being achieved. 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 RSUs granted to the NEOs under our 2020 Plan during the fiscal year ended December 31, 2024. These RSUs service-vest over a three-year period, with 25% of the RSUs vested on the grant date, and the remaining 75% vesting in substantially equal quarterly installments over a three-year period thereafter. For Mr. Hirschhorn, his new hire RSUs vest over a four-year period, with 25% vested on the grant date, and the remaining 75% vesting in equal quarterly installments for three years beginning after the one-year anniversary of the grant date. (3) 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. In connection with his employment resignation, Mr. Shepardson forfeited his outstanding unvested equity awards and his opportunity to receive a 2024 annual incentive bonus.

  50. 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, 2024. As a result of their terminations of employment, Mr. Shepardson (whose awards were forfeited) and Ms. Weiler (whose awards were accelerated in part and forfeited in part) did not have any awards outstanding at year-end.

  51. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards(1) | | | | Stock Awards(1) | | | | | 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(2) | 88,243 | — | $111.20 | 10/25/2028 | — | — | — | — | | | 4/15/2021(3) | — | — | — | — | 2,030 | $14,718 | — | — | | | 5/16/2022(4) | — | — | — | — | — | — | 350,000 | $2,537,500 | | Roy Schoenberg | 10/25/2018(2) | 88,243 | — | $111.20 | 10/25/2028 | — | — | — | — | | | 5/16/2022(4) | — | — | — | — | — | — | 350,000 | $2,537,500 | | Phyllis Gotlib | 10/25/2018(6) | 8,500 | — | $111.20 | 10/25/2028 | — | — | — | — | | | 4/15/2021(3) | — | — | — | — | 845 | $6,126 | — | — | | | 3/1/2022(3) | — | — | — | — | 3,921 | $28,427 | — | — | | | 3/1/2023(3) | — | — | — | — | 8,573 | $62,154 | — | — | | | 3/1/2023(7) | — | — | — | — | — | — | 20,578 | $149,191 | | | 2/20/2024(3) | | | | | 61,076 | 442,801 | | | | Mark Hirschhorn | 11/4/2024(5) | — | — | — | — | 190,670 | 1,382,358 | — | — | | Kurt Knight | 4/25/2018(8) | 5,024 | | $110.20 | 4/25/2028 | — | — | — | — | | | 3/1/2023(7) | | | | | | | 20,578 | $149,191 |

  52. Outstanding Equity Awards at Fiscal Year-End

    (1) Reflects adjustments of the amount of shares underlying, and the exercise prices applicable to, each outstanding equity award in connection with the Reverse Stock Split. (2) Reflects grants of 88,243 nonqualified stock options (“NQSOs”), each of which have an exercise price of $111.20, 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. (3) Reflects a grant of RSUs which vest 25% on the first anniversary of the grant date and vest in equal quarterly installments for three years thereafter. For Ms. Gotlib’s RSUs granted on February 20, 2024, the RSUs vested 25% on the grant and the remaining 75% vest in equal quarterly installments for three years thereafter. (4) Reflects a grant of 375,000 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, 2024, the first market capitalization milestone was met and 25,000 shares were earned and vested. (5) Reflects a grant of 254,227 RSUs which vested 25% on the grant date and vest in equal quarterly installments for four years thereafter. (6) Reflects grants of 11,000 NQSOs, which have an exercise price of $111.20, and which vested 25% on October 25, 2019 and vest in equal quarterly installments for three years thereafter. (7) Reflects a grant of 20,578 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, 2024, 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 108,582 RSUs which vested 25% on the grant date and vest in equal quarterly installments for three years thereafter. Reflects grants of 3,190 ISOs and 10,010 NQSOs, each of which had an exercise price of $110.20, and which vested 25% on April 25, 2019 and vest in equal quarterly installments for three years thereafter.

  53. Stock Vested

    Stock Vested The following table presents, for each of our named executive officers, the shares of our common stock that were acquired upon the vesting of RSUs and the related value realized during the fiscal year ended December 31, 2024 (no common stock was acquired upon the exercise of vested stock options during the year).

  54. Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | Ido Schoenberg | 4,062 | 49,123 | | Roy Schoenberg | 6,092 | 64,715 | | Phyllis Gotlib | 56,958 | 952,378 | | Mark Hirschhorn | 63,557 | 572,013 | | Kurt Knight | 92,012 | 1,217,359 | | Robert Shepardson | 54,959 | 949,992 | | Kathy Weiler | 118,749 | 1,357,298 |

  55. Stock Vested

    (1) 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).

  56. 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 is 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, 2024. For Mr. Knight and Ms. Weiler, the table reflects amounts they actually received in connection with their employment terminations in 2024. Mr. Shepardson did not receive any severance payments or benefits in connection with his resignation in 2024. The values reflected in the table below relating to the acceleration of equity awards are based on the closing price of our Class A common stock on December 31, 2024, which was $7.25 per share (in the case of options, minus the applicable exercise price) and assumes that any bonus amounts are paid at target levels.

  57. 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 ($) | Change in Control NOT in connection with Termination without cause by Company or for good reason by executive ($) | | Ido Schoenberg | Cash severance | $5,925,000 | $2,925,000 | $975,000 | — | | | Accelerated vesting of equity awards | $860,550 | $860,550 | $860,550 | $860,550 | | | Continuation of health benefits | $178,450 | $178,450 | — | — | | Roy Schoenberg | Cash severance | $487,500 | $487,500 | $487,500 | — | | | Accelerated vesting of equity awards | $845,833 | $845,833 | $845,833 | — | | | Continuation of health benefits | $32,328 | $32,328 | $32,328 | — | | Phyllis Gotlib | Cash severance | $1,228,128 | $728,128 | $485,000 | — | | | Accelerated vesting of equity awards | 246,783 | $638,969 | — | — | | | Continuation of health benefits | $241,872 | $241,872 | — | — | | Mark Hirschhorn | Cash severance | $1,150,000 | $1,150,000 | $575,000 | — | | | Accelerated vesting of equity awards | — | $1,382,357 | — | — | | | Continuation of health benefits | $14,669 | $14,669 | — | — | | Kurt Knight(1) | Cash severance | $1,470,000 | — | — | — | | | Accelerated vesting of equity awards | 256,796 | — | — | — | | | Continuation of health benefits | $22,208 | — | — | — | | Kathy Weiler(1) | Cash severance | $1,470,000 | — | — | — | | | Accelerated vesting of equity awards | 422,391 | — | — | — | | | Continuation of health benefits | $22,208 | — | — | — |

  58. Potential Payments Upon Termination or Change in Control

    (1) For Mr. Knight and Ms. Weiler “cash severance” amounts include payment to each of them of their Retention Bonus ($500,000), severance payable under their employment agreements ($485,000) and payment of a 2024 target bonus ($485,000). Mr. Ido Schoenberg Pursuant to the CEO’s employment agreement dated June 18, 2020, in the event of a termination of the 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 CEO will be entitled to receive certain accrued compensation and benefits. On a termination of the CEO’s employment due to death or disability, in addition to certain accrued compensation and benefits, the 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 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 CEO’s employment by the Company without Cause or by the 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 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) any outstanding Retention Amount tranches pursuant to the CEO’s retention agreement dated August 15, 2024. This 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). Mr. Roy Schoenberg Pursuant to the Executive Vice Chairman’s amended and restated employment agreement dated June 13, 2024, in the event of a termination of the Executive Vice Chairman’s employment by us for “Cause” (as defined in the agreement) or by the executive without “Good Reason” (as defined in the agreement), the Executive Vice Chairman will be entitled to receive certain accrued compensation and benefits. In the event of a termination of the Executive Vice Chairman’s employment by the Company without Cause, by the Executive Vice Chairman for Good Reason, or due to death or disability, in addition to certain accrued compensation and benefits, the Executive Vice Chairman 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), (iii) accelerated vesting of outstanding equity awards (with any applicable performance goals achieved at target performance), and (iv) Company-paid COBRA premiums during the 36-month severance period. In the case of a termination of the Executive Vice Chairman’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. This 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). Mr. Hirschhorn Mr. Hirschhorn’s employment agreement provides that if his employment is terminated by the Company without “Cause” or by Mr. Hirschhorn with “Good Reason” (each as defined in the applicable employment agreement), Mr. Hirschhorn will be entitled to receive, in addition to certain accrued compensation and benefits and any earned but unpaid prior year bonuses, subject to Mr. Hirschhorn’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 Mr. Hirschhorn’s base salary, to be paid in equal installments over a one-year period, (iii) each unvested equity award held by Mr. Hirschhorn at the time of termination shall vest as to the portion that would have vested had he 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 Mr. Hirschhorn 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 Mr. Hirschhorn being in a better after-tax position than if all amounts were paid to Mr. Hirschhorn) 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). Mr. Knight and Ms. Weiler In connection with Mr. Knight and Ms. Weiler’s termination of employment, each received, in addition to certain accrued compensation and benefits and any earned but unpaid prior year bonuses, (i) payment of an amount that was equal to their target bonus for 2024 on January 24, 2025 in lieu of a payment of the 2024 annual bonus based on actual results, (ii) a lump sum severance payment in an amount equal to their base salary, (iii) vesting of unvested equity awards as to the portion that would have vested had each remained employed by the Company through the first anniversary of the termination date, (iv) Company-paid COBRA premiums for 12 months following their termination of employment and (v) payment of their Retention Bonus pursuant to their respective retention agreements, in each case dated July 1, 2024. Also in connection with Mr. Knight’s termination of employment his PSUs remain outstanding and eligible to vest for a period of 12 months after the termination date. Mr. Knight and Ms. Weiler are subject to restrictions on non-competition and non-solicitation (for 12 months following their termination of service), confidentiality (in perpetuity), assignment of intellectual property rights and mutual non-disparagement (in perpetuity). Ms. Gotlib

  59. Potential Payments Upon Termination or Change in Control

    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), and (iv) Retention Amount pursuant to the retention agreement dated July 1, 2024. 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).

  60. 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 Chief Executive Officer (the “CEO Pay Ratio”). The paragraphs that follow describe our methodology and the resulting CEO Pay Ratio.

  61. Methodology and Pay Ratio

    Methodology and Pay Ratio After applying our CACM methodology, we identified the median employee. Once the median employee was identified, we calculated the median employee’s annual target total direct compensation in accordance with the requirements of the Summary Compensation Table. Our median employee compensation in 2024 as calculated using Summary Compensation Table requirements was $132,692. The annual total compensation for CEO Ido Schoenberg as reported in the Summary Compensation Table was $2,115,004. Therefore, our CEO Pay Ratio for 2024 is approximately 16:1. 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.

  62. 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 2024, 2023, 2022, 2021 and 2020:

  63. 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 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) | | | | 2024 | $2,115,004 | $2,682,079 | $587,620 | $1,151,329 | $4,043,689 | $1,524,182 | $2 | $129 | $(212,638,000) | $254,364,000 | | 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 |

  64. PAY VERSUS PERFORMANCE

    (1) Amwell’s first principal executive officer for FY2020 through FY2024 was Dr. Ido Schoenberg. Amwell’s second principal executive officer for FY2020 through FY2024 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. Amwell’s other, non-PEO, NEOs for FY2024 were Mr. Shepardson, Mr. Hirschhorn, Ms. Gotlib,Mr. Knight and Ms. Weiler. (2) The below tables represent the compensation actually paid calculation detail:

  65. PAY VERSUS PERFORMANCE

    | | First PEO - Ido Schoenberg | Second PEO - Roy Schoenberg | NON-PEO NEOs | | Compensation Element | 2024 | 2024 | 2024 | | SCT Reported Total Compensation | $2,115,004 | $2,682,079 | $4,043,689 | | (i) Aggregate SCT Reported Equity Compensation (-) | $- | $- | $2,681,368 | | (ii) Year-End Fair Value of Awards Granted During the FY & Outstanding (+) | $- | $- | $365,033 | | (iii) Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Outstanding (+) | $(1,459,802) | $(1,414,000) | $(147,318) | | (iv) Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+) | $- | $- | $807,098 | | (v) Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Vesting During Covered FY (+) | $(67,582) | $(116,750) | $(335,438) | | (vi) Prior FYE Value of Awards Determined to Fail to Meet Vesting Conditions During Covered FY (-) | $- | $- | $527,514 | | Compensation Actually Paid Determination | $587,620 | $1,151,329 | $1,524,182 |

  66. 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 September 17, 2020 and the reinvestment of any issued dividends. 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 September 17, 2020 and the reinvestment of any issued dividends.

  67. 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:

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

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

  69. 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.