DEF 14A of American Well Corp, Apr 23, 2026

DEF 14A of American Well Corp

Filed Apr 23, 2026 · FY20250001393584-26-000008

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, two Class III directors will be elected for a three-year term. Dr. Peter Slavin will not seek re-election at the Annual Meeting. As a result, following the Annual Meeting our Board of Directors will be composed of 8 members. 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 III Directors)

    Director Nominees (Class III Directors)

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

    Directors with Terms Expiring in 2027 (Class I Directors)

  5. Derek Ross

    Derek Ross Mr. Ross is an accomplished healthcare executive with over 30 years of experience in healthcare and finance. Since January 2026, Mr. Ross has served as the Chief Financial Officer at The OCHIN Company. OCHIN delivers enabling technology, clinical insights, and consultancy services to expand patient access, strengthen care teams, and improve health outcomes for rural and lower-resourced safety net care organizations. Before joining OCHIN, Derek held a variety of senior leadership roles across several of Royal Philips’ Healthcare business groups. His responsibilities included serving as the business leader after a tenure as CFO for their Global Population Health Management and the business leader for the Aging and Caregiving and Senior Living businesses. 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.

  6. 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 serves on the board of the Eastern Bank Charitable Foundation and John Hancock Investments. 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 part of our Board of Directors.

  7. Rob Webb

    Rob Webb Mr. 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. Since August 2021, 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 part of our Board of Directors.

  8. Directors with Terms Expiring in 2028 (Class II Directors)

    Directors with Terms Expiring in 2028 (Class II Directors)

  9. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  10. 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 and $5,000 annually in addition to the annual retainer for serving as a Board Chair for one of the following; the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, paid in quarterly installments in arrears, (ii) an initial RSU grant with a fair market value of $300,000 to be made in connection with the director’s appointment to the Board (or, if such director is appointed on the date of our annual meeting of stockholders, $450,000) (“Initial RSUs”), which vests in equal annual installments over three years, and (iii) an annual RSU grant with a fair market value of $150,000 and a grant of $25,000 annually for serving as a Board Chair for one of the following; the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee 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.

  11. 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, 2025.

  12. Non-Employee Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Stephen Schlegel | $85,000 | $205,291 | $290,291 | | Derek Ross | $75,000 | $153,967 | $228,967 | | Peter Slavin | $75,000 | $153,967 | $228,967 | | Delos Cosgrove | $75,000 | $153,967 | $228,967 | | Deborah Jackson | $75,000 | $153,967 | $228,967 | | Rob Webb | $75,000 | $153,967 | $228,967 | | Rivka Goldwasser | $80,000 | $179,629 | $259,629 |

  13. 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 14 to our audited consolidated financial statements included in our Annual Report. 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, 2025.

  14. Non-Employee Director Compensation

    | Name | Stock Options (#) | Unvested Stock Awards (#) | | Stephen Schlegel | — | 27,855 | | Derek Ross | — | 20,891 | | Peter Slavin | 15,100 | 20,891 | | Delos Cosgrove | 13,200 | 20,891 | | Deborah Jackson | — | 20,891 | | Rob Webb | — | 20,891 | | Rivka Goldwasser | — | 52,905 |

  15. 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 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 our executives earn 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 motivate 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 demonstrate 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.

  16. Components of Executive Compensation

    | 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 identify a peer group of companies based on industry sector, revenue and market capitalization to reference for compensation decisions. Our peer group listing 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. |

  17. 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.

  18. 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 an updated peer group in October 2024 for use in connection with decisions about 2025 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 15 companies:

  19. Compensation Peer Groups and Peer Selection Process

    | Accolade, Inc. (Nasdaq: ACCD) | GoodRx Holdings, Inc. (Nasdaq: GDRX) | Omnicell, Inc. (Nasdaq: OMCL) | Talkspace, Inc. (Nasdaq: TALK) | | Certara, Inc. (Nasdaq: CERT) | Health Catalyst, Inc. (Nasdaq: HCAT) | Phreesia, Inc. (NYSE: PHR) | Teladoc Health, Inc. (NYSE: TDOC) | | Definitive Healthcare Corp. (Nasdaq: DH) | LifeStance Health Group, Inc. (Nasdaq: LFST) | Progyny, Inc. (Nasdaq: PGNY) | TruBridge, Inc. (Nasdaq: TBRG) | | Doximity, Inc. (NYSE: DOCS) | LivePerson, Inc. (Nasdaq: LPSN) | Schrödinger, Inc. (Nasdaq: SDGR) | |

  20. Compensation Peer Groups and Peer Selection Process

    Based on the peer analysis performed by Aon for the 2025 executive compensation in October 2024, the Committee adopted the same peer group as the prior year 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. 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 2025. Consistent with best practices for corporate governance, the Committee reviews our peer group annually. In addition to the peer group criteria above, the Committee also references general and specific industry surveys from other sources. The market data is used as a reference point and provides information on the range of competitive pay levels and current compensation practices in our industry.

  21. 2025 Components in General

    | Element | Description | Additional Detail | | Base Salary | Fixed cash compensation Determined based on each executive officer’s role, individual skills, level of experience, demonstrated performance, and current positioning relative to competitive market and internal equity. | Base salaries are intended to provide guaranteed cash compensation to executive officers, allowing 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 bonus award is capped as a fixed percentage of base salary. | Annual cash incentive opportunities are designed to align our executive officers focus and efforts with achieving our short-term goals; payout levels are generally determined based on actual financial results and the level of achievement of personal performance milestones. |

  22. 2025 Components in General

    | Element | Description | Additional Detail | | Long-Term Incentives: Equity-Based Compensation | Variable equity-based compensation. Performance Stock Units (PSUs): performance-based restricted stock units were granted to our CEO in 2025, using adjusted EBITDA and operating cash flow as the performance metrics. 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. |

  23. 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 that the Committee views as key milestones in the execution of our overall business strategy, with the ultimate goal 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 annual target incentive compensation opportunity, expressed as a percentage of base salary, for each NEO (the CEO's annual target incentive compensation opportunity is ultimately approved by the Board). In setting target incentive percentages, factors considered include, among others, the incentive levels for NEOs at our peer group companies and the percentage of total direct compensation represented by the annual incentive. The amounts shown in the table below reflect the 2025 Target Annual Incentive Opportunities initially established by the Committee for each named executive officer:

  24. Annual Incentive Plan

    | NEO | 2025 Target Annual Incentive Plan Opportunity as a % of Base Salary | | Ido Schoenberg | 150% | | Mark Hirschhorn | 125% | | Dan Zamansky(1) | 100% |

  25. Annual Incentive Plan

    Corporate Funding Performance Factor The amount of the annual incentive plan payout, if any, is based in part on our achievement against financial measures. The Committee selected two financial measures for this year’s annual incentive opportunity, consisting of 2025 Company revenue and 2025 adjusted EBITDA each weighted at 50% of the total bonus opportunity. 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 solution that enables 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 in addition to consideration of 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 2025 annual incentive plan target for revenue at $255 million. The Committee established the targets for adjusted EBITDA of ($55) million. Both of these stated targets reflect levels that the Committee believed would reflect significant achievement against stated commitments as well as progress towards increasing stockholder value. Having set these targets, the Committee also set the threshold and maximum performance levels. For 2025, the Committee set the threshold for payment of any annual incentives at approximately 95% of the revenue target and at 91% of the adjusted EBITDA target. The Committee set the maximum level payment for the revenue metric at 125% of target and the maximum level for adjusted EBITDA attainment at 125% of target, each of which were levels that presented a significant challenge requiring exceptionally strong performance. Corporate Achievement Level The table below reflects the threshold, target and maximum for each of the two metrics and the bonus pool funding:

  26. Annual Incentive Plan

    | Performance Metric | Below Threshold ($/%) | Threshold ($/%) | Target ($/%) | Maximum ($/%) | Actual Result ($/%) | Achievement vs. Target | | Revenue (in millions) | <243.0 | 243.0 | 255.0 | 268.0 | 249.3 | 97.8% | | Percentage of Target Performance | <95% | 95.0% | 100.0% | 105.0% | | | | Bonus Pool Funding (Weighted 50%) | 0.0% | 50.0% | 100.0% | 125.0% | | 41.1% | | Adjusted EBITDA (Loss) (in millions) | <(60.0) | (60.0) | (55.0) | (41.0) | (39.9) | 127.5% | | Percentage of Target Performance | <91.0% | 91.0% | 100.0% | 125.5% | | | | Bonus Pool Funding (Weighted 50%) | 0.0% | 60.0% | 100.0% | 125.0% | | 62.5% |

  27. 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 2025, the personal factors for the CEO and CFO were the same as the Company’s corporate performance metrics, given the nature of their roles. In 2025, Mr. Zamansky was the only NEO whose annual incentive plan bonus was measured under the personal factor. The personal factor for Mr. Zamansky was designed to align with the Company's strategic and operating initiatives. In general, the Committee determines personal factor achievement based on the attainment of select Objectives and Key Results (OKRs) that are aligned with Company and department OKRs. The resulting personal factor is subsequently expressed as a percentage, with a maximum of 125%. Attained personal factor achievement is then applied, along with the corporate component, toward bonus pool funding to determine the actual bonus payout for the NEO. For 2025, the Committee determined that Mr. Zamansky's personal factor was achieved at 100%.

  28. Annual Incentive Plan

    | NEO | Objectives and Key Results | | Dan Zamansky | • Build exceptionally talented teams • Deliver a product vision for Amwell • Expand margin through cost efficiency |

  29. Annual Incentive Plan

    Final Annual Incentive Plan Payouts The following table reflects the target bonus opportunity and the resulting payout of the annual incentive for Dr. Ido Schoenberg, Mr. Hirschhorn and Mr. Zamansky:

  30. 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 | 103.6% | N/A | $1,010,100 | | Mark Hirschhorn | $575,000 | 125% | $718,750 | 103.6% | N/A | $744,677 | | Dan Zamansky | $485,000 | 100% | $485,000 | 103.6% | 100% | $502,460 |

  31. Annual Incentive Plan

    (1) Amounts shown are the annual base salaries in effect at year end.

  32. Long-Term Incentives

    Long-Term Incentives The third and generally largest of the main components of our executive compensation program is our long-term incentive opportunity. Our long-term incentive program is designed to create a direct link between payouts and performance, and a strong alignment between the interests of our executive officers and our stockholders. Our long-term incentives may be provided in the form of cash, equity, or both. Long-term cash incentives align executives’ interests with sustained company performance, while rewarding the achievement of strategic and financial goals that are critical to the company’s long-term success. Long-term equity incentives foster a culture of ownership among our executive officers by providing them with a personal stake as stockholders, thus rewarding them with tangible value for achieving the objectives they are incentivized to meet. Further, both long-term cash and equity incentives promote retention of our executive team who will only receive value if they remain employed by us over the required vesting term. In 2025, the Committee: awarded our CEO a three-year long-term incentive comprised of RSUs, PSUs and cash; established the performance goal, and certified the earnout, for the second tranche of the CEO’s 2024 long-term cash-based incentive; established the performance goal, and certified the earnout, for a portion of the CFO’s 2024 new hire performance award; and approved a long-term RSU award for the Company’s newly hired Chief Product and Technology Officer. Each of these actions is described in more detail in the sections below. CEO Cash-Based and Stock-Based Long-Term Incentive Awards 2025 CEO Long-Term Incentive In August 2025, the Committee recommended, and the Board approved, the grant of a three-year long-term incentive award to our CEO. The award is comprised of RSUs, PSUs and cash, as follows:

  33. Long-Term Incentives

    | Award Type Component | Key Performance Condition | Amount | Performance Determination | Vesting | Target Value | | Time-based RSUs | Continued service | 50,000 RSUs | N/A | Vests in three equal annual installments on the anniversary of the grant date, subject to continued service | $400,000 | | Cash and PSUs (“Annual Performance Measures”) | Three one-year performance periods, with performance metrics established by the Committee on an annual basis from 2025 through 2027 | $1 million cash and 100,000 PSUs One-third of the total (i.e., $333,333 and 33,333 PSUs) may be earned for each year in the performance period | Performance is determined based on preset goals after the end of each year in the performance period Any PSUs that are not earned for the year are immediately forfeited | Subject to continued service, PSUs vest and cash is paid in 2028, after the three-year performance period has ended and to the extent performance conditions are met | $1.8 million | | Cash and PSUs (“Operating Cash Flow Measures”) | Company Group Operating Cash Flow breakeven or better, either (i) for each fiscal quarter with Operating Cash Flow ≥ $0, and/or (ii) for any four consecutive fiscal quarters in which aggregate Operating Cash Flow is ≥ $0 | $1 million cash and 100,000 PSUs. One-sixth of the total (i.e., $166,667 or 16,667 PSUs) may be earned for each fiscal quarter in which the quarterly goal is achieved Additionally, if the four-consecutive-fiscal-quarter period goal is achieved at any time, then any remaining amount will be earned | Performance is determined at the end of each calendar quarter in the performance period | PSUs vest and cash paid after performance condition is met following the close of the fiscal quarter and any audit or review of the quarterly financial statements is completed | $1.8 million |

  34. Long-Term Incentives

    For 2025, the Committee established a performance goal for the Annual Performance Measures based on the Company’s adjusted EBITDA. Adjusted EBITDA is measured in the same way that was previously disclosed in our 10-K filings. The Board approved adjusted EBITDA as the performance measure because it aligns with our critical strategic priorities of improving profitability and controlling expenses. The 2025 goal required achievement of adjusted EBITDA of $(50) million or better for the fiscal year. This goal was achieved as the Company’s adjusted EBITDA was $(39.9) million. As a result, Dr. Ido Schoenberg earned $333,333 under the annual goal bonus and 33,333 annual goal PSUs for 2025. The award will be payable to Dr. Ido Schoenberg in early 2028, subject to his continued employment through such date. The Committee selected operating cash flow as a key performance measure because it demonstrates our ability to generate sufficient cash from operations to support the Company’s strategy and long-term value creation. The Company did not achieve operating cash flow at or above $0 for any quarter during 2025. Accordingly, no amounts were earned under the Operating Cash Flow Measures, either as cash or in PSUs, for 2025. Any or all of the Operating Cash Flow Measures may still be achieved for the remaining two years in the performance period. 2024 CEO Cash-Based Long-Term Incentive – Second Tranche As disclosed in last year’s proxy statement, in August 2024, the 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 for the respective prior year performance period 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 2025 performance period, 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. In 2025, the specific goal was established as attainment of adjusted EBITDA of $(50) million or better for fiscal 2025. As noted above, adjusted EBITDA was used as a metric in both the second tranche of the 2024 CEO Cash-Based Long-Term Incentive and in the 2025 CEO Long-Term Incentive Award. The Company’s multi-year strategic and financial plan is built around improving adjusted EBITDA, and using this metric in both PSU cycles reinforces consistent execution of that plan. For these years, the Committee approved the same adjusted EBITDA performance goals. However, the adjusted EBITDA goals are challenging and rigorous. In February 2026, the Committee determined that the goal associated with the second tranche of CEO’s 2024 long-term incentive award was met because the Company's adjusted EBITDA for 2025 was $(39) million. As a result, $1 million was paid to the CEO in February 2026. CFO New Hire Performance Grant One of the components of Mr. Hirschhorn’s new hire award under his October 2024 employment agreement was a long-term incentive award with a potential opportunity to earn $5 million over a four-year period in substantially equal annual installments on the first four anniversaries of his start date. This award is conditioned on (i) his continued employment through the applicable vesting date; and (ii) achievement of specified performance targets, including adjusted EBITDA targets and appreciation of Company valuation targets, in each case, as determined by the Board or the Committee in its sole discretion. Under the terms of the employment agreement, any vested amounts are settled in cash unless otherwise directed by the Board. In February 2025 the Committee established the performance targets for the first performance-based award. In October 2025, the Committee approved payment of the first tranche of $1.25 million based on the Company’s attainment of established 2025 performance goals which were (i) an increase in stock valuation by at least 33%, which was achieved in February 2025; (ii) revenue of $245 million which was achieved, and (iii) adjusted EBITDA target of $(50) million which was achieved at approximately $(48) million.

  35. Chief Product and Technology Officer’s New Hire RSU Award

    Chief Product and Technology Officer’s New Hire RSU Award One of the components of Mr. Zamansky’s new hire award under his February 2025 employment agreement was an RSU grant with a target value of $2.5 million. Under the terms of this award, 25% of the RSU award vested six months following the grant date and the remaining 75% vests in substantially equal quarterly installments through the four-year anniversary of the grant date.

  36. 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.

  37. Equity Granting Practices

    Equity Granting Practices The Committee has not granted stock options in recent years and did not grant stock options in 2025. 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.

  38. Summary Compensation Table

    Summary Compensation Table

  39. 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) | 2025 | $701,755 | — | 1,294,331 | $2,010,100 | $155,985 | $4,162,171 | | Chairman, Chief Executive Officer (CEO) | 2024 | $657,665 | — | — | $1,341,250 | $116,089 | $2,115,004 | | Mark Hirschhorn | 2025 | $575,000 | — | — | $1,994,677 | $10,500 | $2,580,177 | | Executive Vice President, Chief Financial Officer and Chief Operating Officer | 2024 | $96,385 | $500,000 | $2,288,043 | — | — | $2,884,428 | | Dan Zamansky | 2025 | $401,058 | $100,000 | $2,199,606 | $502,560 | $10,500 | $3,213,724 | | Executive Vice President, Chief Product and Technology Officer | 2024 | — | — | $— | — | — | — |

  40. Summary Compensation Table

    (1) The 2025 amounts reported in this column represent a one-time sign-on bonus paid to Mr. Zamansky under the terms of his employment agreement, paid in connection with his commencement of employment, which is subject to repayment in the event his employment terminates under certain circumstances within one year of his start date. (2) The amounts reported in this column represent the aggregate grant date fair value of RSUs and PSUs granted to our NEOs during 2025, 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 14 to our audited consolidated financial statements, for each year, included in our Annual Report on Form 10-K. (3) The amounts in this column represent (i) bonuses earned in respect of annual cash incentives, (ii) for Dr, Schoenberg, a $1 million performance-based incentive award earned in 2025, and (iii) for Mr. Hirschhorn, a $1.25 million performance-based incentive award earned in 2025. (4) The amounts in this column represent, for 2025, (i) for Dr. Ido Schoenberg, amounts contributed to his pension and replacement benefits ($43,234), taxes paid on benefits provided ($67,349) and health insurance benefits ($45,402) and; (ii) for Mr. Hirschhorn and Mr. Zamansky 401(k) plan matching contributions ($10,500). (5) The amounts paid to Dr. Ido Schoenberg in New Israel Shekel (“NIS”) have been converted into U.S. dollars for purposes of this table using the conversion rate in effect on December 31, 2025, as reported on the Oanda (NIS 0.29: USD $1).

  41. 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, 2025.

  42. 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 | — | — | — | — | | | 8/13/2025(3) | — | — | $— | — | 50,000 | 245,500 | — | — | | | 8/13/2025(4) | — | — | $— | — | — | — | 100,000 | 2,537,500 | | | 8/13/2025(5) | — | — | $— | — | — | — | 33,333 | 163,665 | | Mark Hirschhorn | 11/4/2024(6) | — | — | $— | — | 190,670 | 936,190 | — | — | | Dan Zamansky | 3/3/2025(7) | — | — | $— | — | 165,633 | 813,258 | — | — |

  43. Outstanding Equity Awards at Fiscal Year-End

    Reflects adjustments of the amount of shares underlying, and the exercise prices applicable to, each outstanding equity award in connection with a 1-for-20 reverse stock split effected by the Company on July 2024. Reflects grants of nonqualified stock options (“NQSOs”), 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 33% on the first anniversary of the grant date and vest in equal annual installments for two years thereafter. (4) Reflects a grant of PSUs that have a three-year measurement period and shares vest when certain performance milestones are achieved. The performance-based market condition share award consists of six tranches that become payable upon the achievement of certain performance milestones, subject to the satisfaction of the applicable service vesting conditions. As of December 31, 2025, no performance milestones were met. (5) Reflects a grant of PSUs that have a one-year measurement period and shares vest when certain performance milestones are achieved. The performance-based market condition share award becomes payable upon the achievement of certain performance milestones, subject to the satisfaction of the applicable three year service vesting conditions. As of December 31, 2025, no performance milestones were met. (6) Reflects a grant of RSUs which vested 25% on the grant date and vest in equal quarterly installments for four years thereafter. (7) Reflects a grant of RSUs which vested 25% six months after the grant date and vest in equal quarterly installments for forty two months thereafter.

  44. 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, as detailed below. Dr. 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, . (v) immediate vesting of any RSUs granted as a result of the August 2025 long-term incentive award that are then scheduled to vest within the 18-month period following the termination. (vi) immediate vesting for any earned PSUs granted as a result of the August 2025 long-term incentive award as well as unearned annual goal bonus PSUs and the portion of the annual goal bonus for the year of termination will be eligible to be earned on a pro-rated basis if the relevant performance goals are achieved for that year. 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). The August 2025 long-term incentive award also has additional conditions in the instance of a change of control. Specifically, all RSUs issued under this agreement would immediately vest in full. Additionally, unearned annual goal PSUs and any unearned portion of the annual goal bonus will be deemed earned as of the change in control and will become vested on the earlier of March 31, 2028 or the date on which our CEO experiences a good leaver termination. 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. Zamansky Mr. Zamansky’s employment agreement provides that if his employment is terminated by the Company without “Cause” or by Mr. Zamansky with “Good Reason” (each as defined in his employment agreement), Mr. Zamansky will be entitled to receive, in addition to certain accrued compensation and benefits and any earned but unpaid prior year bonuses, subject to Mr. Zamansky’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 and the number of days Mr. Zamansky was employment during such year (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. Zamansky’s base salary, to be paid in equal installments over a one-year period (iii) each unvested equity award held by Mr. Zamansky 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. Zamansky 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. Zamansky being in a better after-tax position than if all amounts were paid to Mr. Zamansky) 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).

  45. 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 “Executive Compensation.” 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 2025, 2024 and 2023:

  46. 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 | | Year | | | | | | | Total shareholder return(4) | | | 2025 | $4,162,171 | $- | $3,770,513 | $- | $2,896,950 | $2,172,827 | $1 | $(94,967,000) | | 2024 | $2,115,004 | $2,682,079 | $587,620 | $1,151,329 | $4,043,689 | $1,524,182 | $2 | $(212,638,000) | | 2023 | $797,800 | $658,400 | $(9,131,552) | $(9,270,952) | $3,081,641 | $22,839 | $6 | $(679,200,000) |

  47. PAY VERSUS PERFORMANCE

    Amwell’s first principal executive officer for FY2023 through FY2025 was Dr. Ido Schoenberg. Amwell’s second principal executive officer for FY2023 through FY2024 was Dr. Roy Schoenberg. 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. Amwell’s other, non-PEO for FY2025 were Mr. Hirschhorn and Mr. Zamansky. The below table represents the compensation actually paid calculation detail:

  48. PAY VERSUS PERFORMANCE

    | | First PEO - Ido Schoenberg | NON-PEO NEOs | | Compensation Element | 2025 | 2025 | | SCT Reported Total Compensation | $4,162,171 | $2,896,950 | | (i) Aggregate SCT Reported Equity Compensation (-) | $(1,294,331) | $(1,099,803) | | (ii) Year-End Fair Value of Awards Granted During the FY & Outstanding (+) | $900,165 | $406,629 | | (iii) Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Outstanding (+) | $- | $(223,084) | | (iv) Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+) | $- | $192,135 | | (v) Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Vesting During Covered FY (+) | $2,508 | $- | | (vi) Prior FYE Value of Awards Determined to Fail to Meet Vesting Conditions During Covered FY (-) | $- | $- | | Compensation Actually Paid Determination | $3,770,513 | $2,172,827 |

  49. 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.