DEF 14A of Teladoc Health, Inc., Apr 9, 2024

DEF 14A of Teladoc Health, Inc.

Filed Apr 9, 2024 · FY20230001477449-24-000090

Open on EDGAR

  1. How to vote

    | Compensation Committee Report | | 47 | | Compensation tables | | 48 | | 2023 Summary Compensation Table | | 48 | | 2023 Grants of Plan-Based Awards Table | | 49 | | 2023 Outstanding Equity Awards at Fiscal Year-End Table | | 51 | | 2023 Option Exercises and Stock Vested Table | | 53 | | 2023 Pension Benefits | | 53 | | 2023 Nonqualified Deferred Compensation | | 53 | | Potential Payments Upon Termination or Change in Control | | 53 | | CEO Pay Ratio | | 61 | | Compensation Risk Assessment | | 61 | | Equity Compensation Plan Information | | 62 | | Pay Versus Performance | | 64 | | Pay Versus Performance Compensation Actually Paid Table | | 64 | | Relationship Between Pay and Performance | | 66 | | Proposal 3 | 1 YEAR | | | Advisory vote on frequency of future advisory votes approving executive compensation of Teladoc Health’s named executive officers | | 69 | | Vote Required and Board of Directors’ Recommendation | | 69 | | Audit matters | | 70 | | Proposal 4 | FOR | | | Ratification of the appointment of the independent registered public accounting firm | | 70 | | Audit and Non-Audit Fees | | 71 | | Audit Committee Report | | 72 | | Stock ownership matters | | 73 | | Securities Ownership of Certain Beneficial Owners and Management | | 73 | | Directors and Executive Officers | | 73 | | Significant Stockholders | | 74 | | Information about the annual meeting and voting | | 75 | | Additional information | | 81 | | Other Matters | | 81 | | Interests of Certain Persons in Matters to Be Acted on | | 81 | | Proxy Solicitation | | 81 | | Procedures for Submitting Stockholder Proposals | | 81 | | Forward-Looking Statements | | 82 | | Annex A - Reconciliation of non-GAAP measures | | 83 |

  2. Director nominees

    Director nominees

  3. Director nominees

    | Director nominee and principal occupation | | Age | Director since | Independent | Current committee membership | | | | | | | | | | | AC | CC | NCGC | QCPSC | EC | | | J. Eric Evans(1) Chief Executive Officer, Surgery Partners | 47 | 2023 | | | | | | | | | Sandra L. Fenwick Retired Chief Executive Officer, Boston Children’s Hospital | 73 | 2020 | | | | | | | | | Catherine A. Jacobson(2) Chief Executive Officer, Froedtert ThedaCare Health | 60 | 2020 | | | | | | | | | Thomas G. McKinley(3) General Partner, Cardinal Partners | 72 | 2009 | | | | | | | | | Kenneth H. Paulus Retired President and Chief Executive Officer, Prime Therapeutics | 64 | 2017 | | | | | | | | | David L. Shedlarz Retired Vice Chairman, Executive Vice President and CFO, Pfizer | 75 | 2016 | | | | | | | | | Mark Douglas Smith, M.D., MBA Clinical Professor of Medicine, University of California at San Francisco; and a board-certified internist | 72 | 2018 | | | | | | | | | David B. Snow, Jr. Chairman and Chief Executive Officer, Cedar Gate Technologies | 69 | 2014 | | | | | | | | Meetings in 2023 | | | Board - 10 | | 5 | 5 | 7 | 4 | 0 |

  4. Director nominees

    | | Committee chair | | Committee member | A | Audit committee financial expert | | AC | Audit | NCGC | Nominating & corporate governance | EC | Executive | | CC | Compensation | QCPSC | Quality of care & patient safety | | |

  5. Director nominees

    (1)Mr. Evans is expected to serve as Chair of the Compensation Committee and as a member of the Audit Committee and the Executive Committee following the Annual Meeting. (2)Ms. Jacobson is also expected to serve as a member of the Quality of Care and Patient Safety Committee following the Annual Meeting. (3)Mr. McKinley is expected to continue to serve as a member of the Compensation Committee and to serve as a member of the Audit Committee following the Annual Meeting. He is expected to leave the Executive Committee concurrently with Mr. Evan’s appointment as Chair of the Compensation Committee.

  6. Director nominees

    | 6 | Teladoc Health | 2024 Proxy Statement |

  7. Election of directors

    Election of directors Our Certificate of Incorporation and our Bylaws provide that the number of our directors shall be fixed from time to time by a resolution of the majority of the Board. Immediately prior to this Annual Meeting, our Board will consist of nine members, although there are only eight director nominees standing for reelection. The Board determined not to renominate Karen L. Daniel to stand for reelection, and her term will expire at the conclusion of the Annual Meeting. The Board determined that, effective at the conclusion of this Annual Meeting, the size of the Board will be decreased from nine to eight directors.

  8. Director nominees

    Director nominees Each of the eight directors elected at this Annual Meeting will serve for a one-year term expiring at the 2025 annual meeting and until their respective successors have been duly elected and qualified. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the following individuals for election to the Board for a one-year term: •J. Eric Evans •Sandra L. Fenwick •Catherine A. Jacobson •Thomas G. McKinley •Kenneth H. Paulus •David L. Shedlarz •Mark Douglas Smith, M.D., MBA •David B. Snow, Jr. Each nominee has consented to being named in this proxy statement and has agreed to serve if elected. If a nominee is unable to stand for election, the Board may either reduce the number of directors to be elected or select a substitute nominee. If a substitute nominee is selected, the proxy holders will vote your shares for the substitute nominee. The affirmative vote of a majority of the votes cast (excluding abstentions and broker non-votes) at the Annual Meeting is required to elect the director nominees as directors. This means the number of votes cast “FOR” a director nominee must exceed the votes cast “against” that director nominee.

  9. Director nominees

    | | Your Board of Directors recommends that you vote FOR the election of each of the director nominees. |

  10. Director nominees

    | 10 | Teladoc Health | 2024 Proxy Statement |

  11. Director nominees

    | | | J. Eric Evans, 47 | | | | | | Chief Executive Officer, Surgery Partners | | Independent Director since: September 2023 Committees: Compensation (effective following the Annual Meeting: Compensation, Chair, Audit and Executive) | | | Career highlights SURGERY PARTNERS, INC., a leading provider of surgical services •Chief Executive Officer and Director (2020 to present) •Executive Vice President and Chief Operating Officer (2019 to 2020) TENET HEALTHCARE CORPORATION, a diversified healthcare services company •President of Hospital Operations (2016 to 2018) •Chief Executive Officer of former Texas region (2015 to 2016) THE HOSPITALS OF PROVIDENCE IN EL PASO •Market Chief Executive Officer (2012 to 2015) | | Other current public company boards •Surgery Partners, Inc. Other current directorships and engagements •QuVa Pharma •SPOON Foundation •American Heart Association of Middle Tennessee •Nashville Health Care Council Education •M.B.A., Harvard Business School •Bachelor’s degree in Industrial Management, Purdue University | | | | Key experience and qualifications Our Board concluded that Mr. Evans should serve as a director because of his executive leadership experience and his extensive knowledge of the healthcare industry. | | | |

  12. Director nominees

    | | | Sandra L. Fenwick, 73 | | | | | | Retired Chief Executive Officer, Boston Children’s Hospital | | Independent Director since: November 2020 Committees: Nominating and Corporate Governance, Quality of Care and Patient Safety | | | Career highlights BOSTON CHILDREN’S HOSPITAL, the nation’s foremost independent pediatric hospital and the world’s leading center of pediatric medical and health research •Chief Executive Officer, where she was a driving force to improve the effectiveness and efficacy of the care provided at Boston Children’s, while at the same time reducing the cost of care (2013 to 2021) •President (2008 to 2013) •Chief Operating Officer (1999 to 2008) •Senior Vice President (1999) | | Other current directorships and engagements •Harvard’s Wyss Institute for Biologically Inspired Engineering, Inc. •Risk Management Foundation of the Harvard Medical Institutions, Inc. •Patient Discovery Solutions, Inc. •BCH Foundation UK Limited •Member, International Women’s Forum/Massachusetts •Member, Women Corporate Directors Boston Prior directorships •Livongo Health, Inc. (2019 to the Teladoc Health/Livongo merger in 2020) Education •Ms. Fenwick has received numerous awards and honorary degrees for her contributions to healthcare •Master’s in Public Health in Health Services Administration, University of Texas School of Public Health •Bachelor’s degree, with distinction, Simmons College | | | | Key experience and qualifications Our Board concluded that Ms. Fenwick should serve as a director because of her executive leadership experience and her extensive knowledge of the healthcare industry. | | | |

  13. Director nominees

    | 2024 Proxy Statement | Teladoc Health | 11 |

  14. Director nominees

    | | | Catherine A. Jacobson, 60 | | | | | | Chief Executive Officer, Froedtert ThedaCare Health | | Independent Director since: February 2020 Committees: Audit (effective following the Annual Meeting: Audit and Quality of Care and Patient Safety) | | | Career highlights FROEDTERT THEDACARE HEALTH, a regional health care system based in Milwaukee, Wisconsin •Chief Executive Officer and Director (2024 to present) •President, Chief Executive Officer and Director (2012 to 2023) •President (2011-2012) •Executive Vice President of Finance and Strategy, Chief Financial Officer and Chief Strategy Officer (2010-2011) RUSH UNIVERSITY MEDICAL CENTER •Various executive leadership roles including CFO, treasurer, SVP of finance and strategic planning, marketing and communications (1988 to 2010) Other current directorships and engagements •Chair, Vizient •Siebert Lutheran Foundation •Wisconsin Hospital Association | | Prior directorships •United Way of Greater Milwaukee & Waukesha County (2012 to 2020) •Mercy Health (2014 to 2019) •Healthcare Financial Management Association (2004 to 2010) •Chair, Metropolitan Milwaukee Association of Commerce (2021 to 2022) Recognitions •Modern Healthcare, Top 25 Women Leaders (2021-2023) •Modern Healthcare, 100 Most Influential People in Healthcare (2019 and 2023) •Junior Achievement of Wisconsin, Distinguished Executives of the Year (2018) and induction into the Wisconsin Business Hall of Fame Education •Bachelor of Science in Accounting, Bradley University •Honorary Degree—Doctor of Healthcare Leadership, University of Wisconsin- Milwaukee | | | | Key experience and qualifications Our Board has concluded that Ms. Jacobson should serve as a director in view of her executive leadership experience and her extensive background in the healthcare industry. | | | |

  15. Director nominees

    | | | Thomas G. McKinley, 72 | | | | | | General Partner, Cardinal Partners | | Independent Director since: November 2009 Committees: Compensation, Chair and Executive | | | Career highlights CARDINAL PARTNERS, a venture capital firm focused exclusively on healthcare investing •General Partner and West Coast Representative, with a focus in healthcare investment technology, technology-enabled services, AI, ML and blockchain in healthcare (2009 to present) PARTECH INTERNATIONAL, a global venture capital firm with offices in U.S., Japan, Israel and France •Co-Founder and Managing Partner focused on healthcare information technology sector (1982 to 2008) PREALIZE HEALTH (formerly CARDINAL ANALYTX), a project in conjunction with Professors Arnold Milstein and Nigam Shah at Stanford University •Founding CEO (2016 to 2018) OPALA, a data automation partner that makes payer-provider collaboration radically easy •Founding CEO and helped spin out a team from Premera Blue Cross (2019 to 2021) | | Other current directorships and engagements •Opala •Chairman, Prealize Health Prior directorships •Elected Director, Harvard Alumni Association (2001 to 2007) •Sapphire Digital (2017 to 2021) Education •MBA, Stanford University, Graduate School of Business •MS in Accounting, New York University, Stern School of Business •AB in Economics, Harvard University | | | | Key experience and qualifications Our Board has concluded that Mr. McKinley should serve as a director in view of his significant director experience and his broad experience in the healthcare and technology industries. | | | |

  16. Director nominees

    | 12 | Teladoc Health | 2024 Proxy Statement |

  17. Director nominees

    | | | Kenneth H. Paulus, 64 | | | | | | Former President and Chief Executive Officer, Prime Therapeutics | | Independent Director since: February 2017 Committees: Nominating and Corporate Governance, Chair, Quality of Care and Patient Safety and Executive | | | Career highlights PRIME THERAPEUTICS, one of the nation’s largest pharmacy benefit managers •President, Chief Executive Officer and Director (2019 to 2023) ALLINA HEALTH, one of the nation’s largest not-for-profit integrated delivery systems •Various executive leadership roles including, President, Chief Executive Officer and Chief Operating Officer (2005 to 2014) ATRIUS HEALTH SYSTEM, one of the largest integrated physician organizations in New England and a teaching affiliate of Harvard Medical School •President and Chief Executive Officer (2005 to 2009) PARTNERS COMMUNITY HEALTH CARE •Chief Operating Officer (1994 to 2000) | | Other current directorships •Breg •Gravie Health Prior directorships •Cogentix Medical (2015 to 2016) •Team Health (2015 to 2016) Education •Master of Healthcare Administration and Management, University of Minnesota •BA in Biology, Augustana College | | | | Key experience and qualifications Our Board concluded that Mr. Paulus should serve as a director because of his executive leadership experience in the healthcare industry. | | | |

  18. Director nominees

    | | | David L. Shedlarz, 75 | | | | | | Retired Vice Chairman, Executive Vice President and CFO, Pfizer | | Independent Director since: September 2016 Committees: Audit, Chair, Compensation and Executive | | | Career highlights PFIZER, INC., a pharmaceutical company Former Vice Chair (2005 to 2007) •Executive Vice President and Chief Financial Officer having worldwide responsibility for Pfizer’s former Medical Technology Group (1999 to 2005) •Played key role in shaping the strategic direction that contributed to Pfizer’s impressive growth and helped establish it as an industry leader and innovator | | Prior directorships •Pitney Bowes, Inc. (2001 to 2023) •The Hershey Company (2008 to 2021) •TIAA (2007 to 2021) Education •MBA, Finance and Accounting, New York University, Leonard N. Stern School of Business •BS in Economics and Mathematics, Michigan State University-Oakland | | | | Key experience and qualifications Our Board concluded that Mr. Shedlarz should serve as a director because of his deep experience in public company finance, his experience as a director of large public companies and his prior service as the chief financial officer of one of the world’s leading pharmaceutical corporations. | | | |

  19. Director nominees

    | 2024 Proxy Statement | Teladoc Health | 13 |

  20. Director nominees

    | | | | | | | | | Mark Douglas Smith, M.D., MBA, 72 | | | | | | Clinical Professor of Medicine, University of California at San Francisco; and a board-certified internist | | Independent Director since: October 2018 Committees: Nominating and Corporate Governance, Quality of Care and Patient Safety, Chair and Executive | | | Career highlights UNIVERSITY OF CALIFORNIA AT SAN FRANCISCO •Clinical professor of medicine (1994 to present) SAN FRANCISCO GENERAL HOSPITAL •Board-certified internist and maintains a clinical practice in HIV care (1994 to present) GUIDING COMMITTEE OF THE HEALTH CARE PAYMENT LEARNING AND ACTION NETWORK, a public-private partnership launched by the U.S. Department of Health and Human Services to promote the transition to value-based payment to improve care quality while lowering costs •Co-chair (2015 to 2019) CALIFORNIA HEALTH CARE FOUNDATION, an independently endowed philanthropy that works to improve healthcare access and quality for Californians •Founding President and Chief Executive Officer, helped build the foundation into a recognized leader in delivery system innovation, public reporting of care quality and applications of new technology in healthcare (1996 to 2013) | | Other current public company boards •Jazz Pharmaceuticals plc •Phreesia, Inc. Other current directorships and engagements •Commonwealth Fund •Editorial Board, Health Affairs •Prealize Health Education •M.D., University of North Carolina at Chapel Hill •MBA with a concentration in health care administration, Wharton School, University of Pennsylvania •Bachelor’s degree in Afro-American Studies, Harvard College | | | | Key experience and qualifications Our Board concluded that Dr. Smith should serve as a director in view of his extensive background in the healthcare industry, including as a nationally recognized care delivery and health policy expert. | | | |

  21. Director nominees

    | | | | | | | | | | David B. Snow, Jr., 69 | Board Chairman | | | | | | Chairman and Chief Executive Officer, Cedar Gate Technologies | | | Independent Director since: February 2014 Chairman of the Board since: December 2014 Committees: Nominating and Corporate Governance, Compensation and Executive, Chair | | | Career highlights CEDAR GATE TECHNOLOGIES, INC., a provider of analytic and information technology services to providers, payers and self-insured employers entering risk-based/value-based care reimbursement arrangements •Chairman of the Board and Chief Executive Officer (2014 to present) MEDCO HEALTH SOLUTIONS, INC., a leading pharmacy benefit manager •Chairman and Chief Executive Officer (2003 to 2012) •Various leadership positions at WellChoice (Empire Blue Cross and Blue Shield) and Oxford Health Plans | | | Other current directorships •Premise Health •Chairman, Fuqua School of Business Board of Visitors at Duke University Prior directorships •Pitney Bowes (2006 to 2019) •CareCentrix (2014 to 2018) •Medco Health Solutions, Inc. (2003 to 2012) Education •Master’s in Health Care Administration, Duke University •BS in Economics, Bates College | | | | Key experience and qualifications Our Board concluded that Mr. Snow should serve as a director because of his broad experience in the healthcare industry and his significant core business skills, including financial, operations and strategic planning. | | | | |

  22. Director nominees

    | 14 | Teladoc Health | 2024 Proxy Statement |

  23. Identifying and evaluating director nominees

    Identifying and evaluating director nominees The Board is responsible for selecting director nominees. The Nominating and Corporate Governance Committee identifies candidates in consultation with management, through the use of search firms or other advisors, recommendations submitted by stockholders or current directors or other methods as the Committee deems to be helpful to identify candidates. Once candidates have been identified, the Nominating and Corporate Governance Committee confirms that the candidates meet all of the qualifications for director nominees established by the Committee. The Committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks or any other means that the Committee feels appropriate in the evaluation process. Meeting as a group, the Committee discusses and evaluates the qualities and skills of each candidate, both on an individual basis and considering the overall composition and needs of the Board. Based on the results of this evaluation process, the Committee recommends candidates for the Board’s approval as director nominees. When assessing director candidates, the Nominating and Corporate Governance Committee considers a nominee’s qualifications, skills and attributes, including depth and breadth of professional experience and independence. A nominee must, at a minimum, have demonstrated exceptional ability and judgment and be of the highest personal and professional integrity. The Committee does not have a formal policy with respect to diversity; however, the director nomination process is designed to ensure the Board considers members with diverse backgrounds including race, ethnicity, gender, knowledge, experience, skills and expertise, as applicable to our industry. The Board assesses its goals for diversity through the Board composition review process as part of the Board’s annual self-assessment process.

  24. Director compensation

    Director compensation

  25. Non-employee director compensation program

    Non-employee director compensation program Our Board’s non-employee director compensation program is reflective of our continued growth and shifts in market practice, and is designed to provide a total compensation package that we feel will attract and retain, on a long-term basis, high-caliber non-employee directors and support the alignment of interests between our directors and long-term stockholders. The Board may amend, modify or terminate the program at any time. The program is reviewed regularly by the Compensation Committee and the full Board and references the policies and pay practices of a peer group of similar companies selected by the Committee in consultation with Aon. Under the program, all non-employee directors receive a mix of cash and equity compensation. Cash compensation consists of annual retainers earned for serving on our Board, with additional retainers earned for serving as members of the committees of our Board or as chairpersons of the Board or its committees. Cash retainers are prorated for partial years of service. No additional compensation is paid to the chairperson or members of the Executive Committee. Equity compensation consists of an initial equity award when a non-employee director is elected or appointed to the Board (“Initial Awards”) and an annual equity award on the date of our annual meeting to continuing non-employee directors who have served on the Board for at least six months (“Annual Awards”). Initial Awards are in the form of restricted stock units (“RSUs”), with one-third of the award vesting on the first anniversary of the grant date, and then in eight substantially equal quarterly installments over the subsequent two years. Annual Awards issued are also in the form of RSUs, which vest on the earlier of the first anniversary of the grant date or the day immediately prior to the date of the next annual meeting occurring after the date of grant. All outstanding unvested Initial Awards and Annual Awards also vest upon a change in control. The value of Initial Awards and Annual Awards is determined using the closing price of our common stock on the NYSE on the date of the award. The Board has reserved discretion under the program to pay all or a portion of the equity awards in any combination of equity-based awards available for grant under the any applicable equity incentive plan then-maintained by us. The table below summarizes compensation provided under the program during 2023. Following the annual review undertaken by the Board, and after consultation with Aon, the Compensation Committee elected to revise the policy, effective January 1, 2024, to reduce the value of.

  26. Non-employee director compensation program

    | Annual cash retainers | ($) | | All non-employee directors | 45,000 | | Chairman of the Board | 50,000 | | Committee chairs: | | | Audit committee | 20,000 | | Compensation committee | 20,000 | | Nominating and corporate governance committee | 10,000 | | Quality of care and patient safety committee | 10,000 | | Committee members: | | | Audit committee | 10,000 | | Compensation committee | 7,500 | | Nominating and corporate governance committee | 5,000 | | Quality of care and patient safety committee | 5,000 |

  27. Non-employee director compensation program

    | Equity-based awards | ($) | | Initial awards | 250,000 | | Annual awards | 225,000 |

  28. Non-employee director compensation program

    | 24 | Teladoc Health | 2024 Proxy Statement |

  29. 2023 Director compensation table

    2023 Director compensation table The following table provides information regarding all compensation earned by or paid to each person who served as a non-employee director during some portion of 2023, including amounts deferred in 2023 at such person’s election under the Deferred Compensation Plan. Mr. Gorevic, who is also our former Chief Executive Officer, received no compensation for his service as a director. Refer to “Executive Compensation—2023 Summary Compensation Table” and the narrative description thereto on page 48 for information regarding Mr. Gorevic’s compensation from us during 2023. Additionally, Dr. Frist ceased serving on our Board on May 25, 2023 and Mr. Evans joined our Board on September 20, 2023.

  30. 2023 Director compensation table

    | Name | Fees earned or paid in cash ($) | Stock awards(1) ($) | Total ($) | | Karen L. Daniel | 55,000 | 225,002 | 280,002 | | J. Eric Evans | 14,694 | 249,998 | 264,692 | | Sandra L. Fenwick | 55,000 | 225,002 | 280,002 | | William H. Frist, M.D. | 25,069 | — | 25,069 | | Catherine A. Jacobson | 55,000 | 225,002 | 280,002 | | Thomas G. McKinley | 65,000 | 225,002 | 290,002 | | Kenneth H. Paulus | 60,000 | 225,002 | 285,002 | | David L. Shedlarz | 69,492 | 225,002 | 294,494 | | Mark Douglas Smith, M.D., MBA | 57,995 | 225,002 | 282,997 | | David B. Snow, Jr. | 107,500 | 225,002 | 332,502 |

  31. 2023 Director compensation table

    (1)Represents the aggregate grant date fair value of RSUs that vest based on continuous service granted during the year referenced, computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. For additional information about these awards, please see Note 13 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 23, 2024. The table below shows the number of option awards (vested and unvested) and stock awards held by each non-employee director as of December 31, 2023:

  32. 2023 Director compensation table

    | Name | Stock options (#) | Stock awards (#) | | Karen L. Daniel | — | 9,834 | | J. Eric Evans | — | 12,195 | | Sandra L. Fenwick | — | 9,834 | | William H. Frist, M.D. | — | — | | Catherine A. Jacobson | — | 9,834 | | Thomas G. McKinley | — | 9,834 | | Kenneth H. Paulus | 14,647 | 9,834 | | David L. Shedlarz | 4,082 | 9,834 | | Mark Douglas Smith, M.D., MBA | 8,132 | 9,834 | | David B. Snow, Jr. | 42,212 | 9,834 |

  33. 2023 Director compensation table

    | 26 | Teladoc Health | 2024 Proxy Statement |

  34. Average of other NEOs

    | | Compensation element | Compensation objective | | | ANNUAL BASE SALARY | Recognize performance of job responsibilities and attract and retain individuals with superior talent | | | ANNUAL CASH BONUSES | Provide incentives to attain short-term financial and operational goals | | | LONG-TERM INCENTIVE COMPENSATION | Promote the maximization of stockholder value through PSUs linked to clear growth drivers and the retention of key employees through the use of RSUs. Equity compensation aligns the interests of employees and stockholders |

  35. Compensation consultant

    Compensation consultant To support the Compensation Committee in fulfilling its duties, the Committee has retained Aon as its third-party compensation consultant to assist with the Committee’s design and evaluation of compensation for our executive officers and directors. Pursuant to its charter, the Committee has the sole authority to retain, and replace as needed, compensation consultants to provide independent advice to the Committee, as well as the sole authority to approve the consultants’ fees and other terms and conditions of retention. The Committee receives advice, data and recommendations from Aon pertaining to the appropriate amount, mix and vesting and other terms for our executive compensation programs, as well as peer group and market information that the Committee uses when determining whether our executive compensation is competitive in the market in which we compete for talent. Aon periodically receives requests for information from the Committee, from our CEO or from our Chief People Officer pertaining to individual promotions, incentive compensation, potential personnel recruitment and other situations in which market compensation insight may benefit our decision-making process. During 2023, Aon’s fees for services to us and our affiliates unrelated to executive and director compensation did not exceed $120,000. The Committee has considered the adviser independence factors required under SEC rules as they relate to Aon and does not believe Aon’s work in 2023 raised a conflict of interest.

  36. Peer group and market data

    Peer group and market data With the assistance of Aon, the Compensation Committee considers market data, in addition to other factors, to better inform its determination of the key elements of our compensation program. This review of market data assists with setting a framework to develop compensation programs the Committee believes enables us to compete effectively for new employees and retain existing employees. In general, the market data consists of compensation information from both broad-based compensation surveys and company-specific peer group analyses.

  37. Peer group and market data

    | 38 | Teladoc Health | 2024 Proxy Statement |

  38. Peer group and market data

    The Compensation Committee selected the companies in our peer group because it believes these companies compete with us for executive talent and were similar to us in terms of revenue growth rate, market capitalization, industry and size. The Committee also determined the companies in our peer group generally have executive officer positions that are comparable to us in terms of breadth, complexity and scope of responsibilities. In order to establish an appropriate peer group when reviewing and determining the 2023 compensation for our named executive officers to reflect the scope of work, business complexity and the nature of the roles where we compete for talent in a highly competitive market, the Committee considered healthcare technology and SaaS-based software solutions providers with market capitalizations of 0.5x to 3.5x or revenue of 0.5x to 3x, in each case compared to us at the time of approval. With input and advice from Aon, the Committee removed Cerner Corporation from the peer group for purposes of 2023 compensation due to its acquisition, and added Dropbox, Inc. Accordingly, based on recommendations of Aon and the additional factors described above, the Committee used the following peer group in 2023:

  39. Peer group and market data

    | •AUTODESK, INC. •DATADOG, INC. •DEXCOM, INC. •DOCUSIGN, INC. •DROPBOX, INC. •HUBSPOT, INC. | •ILLUMINA, INC. •INTUITIVE SURGICAL, INC. •OKTA, INC. •RESMED INC. •RINGCENTRAL, INC. | •SPLUNK INC. •TWILIO INC. •VEEVA SYSTEMS INC. •WORKDAY, INC. •ZENDESK. INC. |

  40. Peer group and market data

    The Compensation Committee reviews the peer group annually and removes companies that it no longer believes are comparable and, to the extent applicable, adds new comparable companies that have disclosed public information that the Committee can use to form comparisons, including compensation paid by companies in our peer group to executives in positions comparable to those held by our executive officers. Aon provides the Compensation Committee with market data on a role-specific basis and for similar job levels. This data helps inform policy direction although the Committee does not use any specific percentile, retaining the discretion to position pay for each role based on a particular executive officer’s individual contribution, professional experience and potential growth. We believe our compensation levels and mix are appropriate given our size and allow us to compete effectively for talent while aligning executive officer incentives tightly with those of our stockholders. While we compete for executive talent to some degree with companies that have revenues significantly in excess of those represented in the surveys and peer group, we believe that the companies represented in the surveys and peer group similarly compete with such larger companies and hence are an appropriate comparison for our market.

  41. Cash bonuses

    Cash bonuses To maintain a competitive compensation program, in addition to base salaries, we also provide compensation in the form of annual cash bonuses. To ensure total cash compensation falls within the competitive range, the Compensation Committee established target incentive levels based on a review of the market data, internal job leveling comparison and the percentage of pay it aims to link to performance. The actual payouts under the plan are tied to specific performance goals that are established at the start of the fiscal year based on the Board-approved annual operating plan. The named executive officers are eligible to receive a cash bonus equal to a percentage of their base salary based on, among other factors, the achievement of corporate financial goals and operational objectives and subject to the discretion of the Committee. The percentage of each named executive officer’s base salary that constituted their target cash bonus amount remained unchanged in 2023 from 2022. After the year is complete, the Compensation Committee also reviews the named executive officer’s individual performance and, after considering the recommendations made by the CEO (other than with respect to their own performance), the Committee may apply an individual performance factor to determine the final bonus award amount. The Committee believes that the use of performance-based cash bonuses helps motivate our employees, including the named executive officers, to achieve our short-term financial and operational objectives, while making progress towards our longer-term growth and other goals. In 2023, each of our named executive officers was provided with a target cash bonus amount, determined based on performance and job level, established as a percentage of such named executive officer’s base salary as set forth in the table below.

  42. Cash bonuses

    | Name | Bonus target (% of base salary) | | Jason Gorevic | 120% | | Mala Murthy | 75% | | Laizer Kornwasser | 100% | | Michael Waters | 75% | | Adam C. Vandervoort | 55% |

  43. Cash bonuses

    For 2023, the overall amount of the cash bonus pool available for the Company was determined based on the achievement of certain financial and corporate health metrics. The Compensation Committee determined to reduce the relative weighting of revenue and to increase the relative weighting of adjusted EBITDA, consistent with our focus on balanced growth and profitability, The Committee determined the metrics to be weighted as follows:

  44. Cash bonuses

    | 2024 Proxy Statement | Teladoc Health | 41 |

  45. Cash bonuses

    Once the amount of the overall bonus pool was determined, the individual bonus amounts for each of our named executive officers other than Mr. Gorevic were determined based on a combination of the corporate performance measures described above and department-specific objectives as described below. The targets for the corporate performance measures shown below were based on our 2023 annual operating plan and are at or above the high point of the full year outlook we provided for 2023. The portion of the annual bonus based on corporate and department performance may range from zero to a maximum of no more than 200% of the target bonus. Mr. Gorevic’s bonus was based entirely on the corporate performance measures, and 60% of the bonuses of the other named executive officers were based on such corporate performance measures. In 2024, the Compensation Committee determined that these corporate performance goals for 2023 had been achieved at 89.7% of target, as described below:

  46. Cash bonuses

    | Metric ($ million) | Threshold | Target | Maximum | 2023 Performance | Achievement | | Revenue | $2,407 | $2,674 | $2,942 | $2,602 | 73% | | Adjusted EBITDA (excluding bonus)(1) | $307 | $413 | $519 | $392 | 80% | | Corporate Health(2) | | | | | | | Employee Voluntary Attrition | 23% | 19% | 15% | 12% | 200% | | Diverse Leadership Team | 20% | 28% | 36% | 29% | 106% | | Engagement Survey | 68% | 76% | 84% | 77% | 116% |

  47. Cash bonuses

    (1)Adjusted EBITDA consists of net loss before interest income; interest expense; other (income) expense, net, including foreign exchange gains or losses; provision for income taxes; depreciation; amortization; goodwill impairment; stock-based compensation; restructuring costs; and acquisition, integration, and transformation costs. For compensation purposes, adjusted EBITDA also excludes cash bonus amounts paid. Acquisition, integration, and transformation costs include investment banking, financing, legal, accounting, consultancy, integration, fair value changes related to contingent consideration and certain other transaction costs related to mergers and acquisitions. It also includes costs related to certain business transformation initiatives focused on integrating and optimizing various operations and systems, including upgrading our customer relationship management and enterprise resource planning systems. In setting the 2023 target performance levels for adjusted EBITDA for purposes of the 2023 bonus, the Compensation Committee included certain pre-established adjustments to adjusted EBITDA for costs related to the 2023 bonuses. For a full reconciliation of Net Loss, the most directly comparable GAAP financial measure, to Adjusted EBITDA, as defined for compensation purposes, please see Annex A.. (2)Corporate health consists of three measures intended to improve our human capital management practices. 7% was based on lowering voluntary attrition by employees, 7% was based on building a more diverse leadership team, and 6% was focused on driving employee satisfaction as measured through our engagement survey. For each of the named executive officers other than Mr. Gorevic, the remaining 40% of his or her bonus was determined based in part on the Company’s operational shared objectives and key results (“OKRs”) and in part on department-specific objectives, in each case that were established at the start of the fiscal year based on the Board-approved annual operating plan. The OKRs consisted of 15 key results, which are not disclosed due to competitive reasons, that measure the Company’s operational performance across four objectives: becoming the partner of choice for clients (30%); accelerating growth of enrollees and utilization of the Company’s whole person care experience (30%); delivering and demonstrating superior outcomes (30%); and making the Company one that can attract and retain the diverse talented people needed for the Company to grow (10%). The department-specific metrics for Ms. Murthy and Messrs. Waters and Vandervoort included budget performance relative to plan, and the metrics for Mr. Kornwasser included Teladoc Health Integrated Care segment bookings and combined Integrated Care and BetterHelp segment bonus margin. The table below sets forth the specific metrics and weighting applicable to each of the named executive officers other than Mr. Gorevic to determine the department-specific component of his or her bonus:

  48. Cash bonuses

    | Name | Performance Metric | Weight | Achievement | | Mala Murthy | OKRs | 60% | 92% | | | Budget | 40% | 112% | | Laizer Kornwasser | Integrated Care Bookings | 40% | 109% | | | OKRs | 30% | 92% | | | Combined Segment (Integrated Care and BetterHelp) Bonus Margin | 30% | 93% | | Michael Waters | OKRs | 60% | 92% | | | Budget | 40% | 112% | | Adam C. Vandervoort | OKRs | 60% | 92% | | | Budget | 40% | 112% |

  49. Cash bonuses

    | 42 | Teladoc Health | 2024 Proxy Statement |

  50. Cash bonuses

    In 2024, the Compensation Committee reviewed our performance against our 2023 corporate and department objectives and the individual named executive officer’s performance. The achievement levels described above would have resulted in total payments that exceeded the overall cash bonus pool available as determined based on the corporate performance goals. Therefore, the Committee proportionally reduced the bonus amounts for each named executive officer other than Mr. Gorevic in order to limit the total bonus payments to the size of the cash bonus pool and determined to pay our named executive officers the bonuses shown in the table below for 2023 performance. For each named executive officer other than Mr. Gorevic, the Committee took into account each executive officer’s performance, significant contributions to Teladoc Health’s results in 2023 and expected future contributions, as well as a review of competitive market data and the advice and information received from Aon, including the scope and breadth of the benchmarked positions, when considering potential individual performance outcomes.

  51. Cash bonuses

    | Name | Bonus target (% of base salary) | 2023 Cash bonus (% of target amount) | 2023 Cash bonus ($) | | Jason Gorevic | 120% | 89.7% | 836,363 | | Mala Murthy | 75% | 106.4% | 415,000 | | Laizer Kornwasser | 100% | 93.0% | 465,000 | | Michael Waters | 75% | 90.8% | 320,000 | | Adam C. Vandervoort | 55% | 91.3% | 226,000 |

  52. Equity awards

    Equity awards We believe that providing long-term incentives in the form of equity awards encourages the named executive officers to take a long-term outlook and provides them with an incentive to manage Teladoc Health from the perspective of an owner with an equity stake in the business. By providing opportunities for the named executive officers to benefit from our future successes through the appreciation of the value of their equity awards, the Compensation Committee believes that equity awards align the named executive officers’ interests and contributions with the long-term interests of our stockholders. In addition, the Committee believes that offering meaningful equity ownership is helpful in retaining the named executive officers and other key employees and reinforces our commitment to pay for performance and in support of our company-wide ownership culture. The Committee generally uses a range of market data relating to our peer companies as a reference in determining initial equity grants upon hire and then annually thereafter but retains discretion to make adjustments as it deems appropriate, including to provide competitive compensation levels, align the interests of named executive officers with those of stockholders or encourage retention. Awards are issued pursuant to our equity plans, which include the Teladoc Health, Inc. 2023 Incentive Award Plan (the “2023 Incentive Award Plan”) and the Teladoc Health, Inc. 2023 Employment Inducement Incentive Award Plan (the “2023 Inducement Plan”). Previously, awards were issued pursuant to the Teladoc Health, Inc. 2015 Incentive Award Plan (as amended and restated effective May 25, 2017, the “2015 Incentive Award Plan”), the Teladoc Health, Inc. 2017 Employment Inducement Incentive Award Plan (as amended on July 11, 2017, the “2017 Inducement Plan”) and the Teladoc Health, Inc. Livongo Acquisition Incentive Award Plan (the “2020 Incentive Award Plan”). At the time of hire, executive officers are generally granted RSUs, and in some cases may also be granted stock options. The size and precise terms of the grants are determined at the time of hire of the individual executive officer, taking into account the anticipated role, his or her qualifications, experience, comparable market data and prior compensation level. The Compensation Committee believes that initial grants of equity in the form of RSUs promote the retention of executives while the stock options, which have value only if our common stock appreciates after the date of grant, also serve to align the interests of executive officers to our stockholders. The vesting for RSUs generally occurs over a three-year period, with one-third of the award vesting on the first anniversary of the date of grant, and then in eight substantially equal quarterly installments over the subsequent two years. The vesting for stock options generally occurs over a four-year period, with 25% of the award vesting on the first anniversary of the grant date and the remainder vesting in 36 substantially equal monthly installments thereafter. The vesting of RSUs and stock options is subject to an executive officer’s continued provision of services to us through each applicable vesting date. Our stock options may be intended to qualify as incentive stock options to the extent permissible under applicable provisions of the Code.

  53. Equity awards

    | 2024 Proxy Statement | Teladoc Health | 43 |

  54. Equity awards

    On an ongoing basis, the Compensation Committee generally grants long-term equity incentive awards on an annual basis during the first quarter of the year. Accordingly, based upon the Compensation Committee’s review of competitive market data and taking into account the range of factors described above in connection with base salaries and the advice and information received from Aon and the CEO (except with respect to their own awards), the Committee made grants of equity-based awards to each of our named executive officers in March 2023. The Committee determined that, based on the target number of shares of our common stock that could be earned, the annual equity grants to each of our named executive officers would be comprised 50% of RSUs that vest based on continued service and 50% of RSUs that vest based on performance measures (“PSUs”). The Committee chose this allocation of equity for the long-term awards for our named executive officers because the RSU awards that vest based on continuous employment and the passage of time promote the retention of executive officers, while the PSUs align our executive officers’ interests with those of our stockholders by tying the ultimate payout to performance metrics that these named executive officers have the potential to meaningfully influence. The PSUs also reinforce the alignment with stockholder value creation over time, our pay for performance culture and are responsive to stockholder feedback that we have garnered in our direct engagement The vesting for the RSUs occurs over a three-year period, with one-third of the award vesting on the first anniversary of the date of grant, and then in eight substantially equal quarterly installments over the subsequent two years. In order to further align the interests of our executive officers with our stockholders, to increase focus on long-term strategic goals and to differentiate the equity awards from our annual cash bonus program, 60% of the PSUs granted in 2023 focus on long-term metrics (up from 40% in 2022). The PSU metrics are spread across three years in order to incentivize executives for performance in both the short-term and long-term. The grants of PSUs made in 2023 to our named executive officers provide a target number of shares of our common stock that would be earned at the end of a specified performance period based on performance measures (in each case not including the effects of any significant acquisition): •40% of the target number of shares would be earned if our adjusted EBITDA for 2023 achieved its target (“EBITDA PSUs”) •40% of the target number of shares would be earned if our revenue for 2024 achieved its target (“Revenue PSUs”) •20% of the target number of shares would be earned if our net income for 2025 achieved its target (“Net Income PSUs”) The Compensation Committee determined to cap the target number of EBITDA PSUs or Revenue PSUs that could be earned for performance above the maximum level at 200%. The Committee’s determination to add net income as a metric for the PSUs granted in 2023 reflects our commitment to a balanced approach to top and bottom-line growth. The achievement of the Net Income PSU goal is binary: if the goal is achieved, 125% of the target number of Net Income PSUs will be earned, otherwise no Net Income PSUs will be earned. One-third of any earned EBITDA PSUs would vest on March 1, 2024 and the remaining two-thirds would vest in eight substantially equal quarterly installments over the subsequent two years. The Compensation Committee determined to use adjusted EBITDA targets for both the annual cash bonuses as well as the PSU awards in order to emphasize our strategy to achieve profitability. The adjusted EBITDA target was also based on our 2023 annual operating plan and is above the high point of the full year outlook we provided for 2023, and unlike the adjusted EBITDA target for the 2023 cash bonus, is not adjusted for bonus costs. Further, the Committee determined to use a one-year performance period for adjusted EBITDA to align executive compensation with our focus on profitability in the short term, whereas the Net Income PSUs emphasize profitability in the longer term. In 2024, the Compensation Committee determined that adjusted EBITDA performance had been achieved at approximately 85% of target, as described below.

  55. Equity awards

    | Metric ($ million) | Threshold | Target | Maximum | Performance | Achievement | | 2023 Adjusted EBITDA | $247 | $342 | $438 | $328 | 85% |

  56. Equity awards

    Two-thirds of any earned Revenue PSUs would vest on March 1, 2025 and the remaining one-third would vest in four substantially equal quarterly installments over the subsequent year. Any earned Net Income PSUs vest on March 1, 2026. Because the performance periods for the Revenue PSUs and Net Income PSUs have not yet been completed, the Committee has not yet made any determination with respect thereto. For competitive reasons, we do not disclose the forward-looking performance levels for the Revenue PSUs and Net Income PSUs, but we believe they are challenging and require substantial achievement. We intend to disclose such levels following the conclusion of the applicable performance period.

  57. Equity awards

    | 44 | Teladoc Health | 2024 Proxy Statement |

  58. Equity awards

    As a result of this achievement, each of our named executive officers earned the following PSUs in 2023:

  59. Equity awards

    | Name | 2023 EBITDA PSUs | | Jason Gorevic | 63,393 | | Mala Murthy | 31,696 | | Laizer Kornwasser | 28,527 | | Michael Waters | 25,357 | | Adam C. Vandervoort | 18,067 |

  60. Equity awards

    The equity-based awards granted to our named executive officers may be subject to accelerated vesting in certain circumstances, as described below in the section titled “— Employment, Severance and Change in Control Arrangements.” The table below sets forth the RSUs and target number of PSUs granted to our named executive officers during 2023. The size of the equity awards granted to these named executive officers was determined based on the Compensation Committee’s analysis of the factors described above. No stock options were granted to any of our named executive officers in 2023.

  61. Equity awards

    | Name | Number of RSUs granted in 2023 | Target number of PSUs granted in 2023 | | Jason Gorevic | 186,012 | 186,012 | | Mala Murthy | 93,006 | 93,005 | | Laizer Kornwasser | 83,705 | 83,705 | | Michael Waters | 74,405 | 74,405 | | Adam C. Vandervoort | 53,013 | 53,013 |

  62. Employment agreements

    Employment agreements We consider maintenance of a strong management team essential to our success. To that end, we recognize that the uncertainty that may exist among management with respect to their “at-will” employment with us could result in the departure or distraction of management personnel to our detriment. Accordingly, our Board and the Compensation Committee have determined that severance arrangements are appropriate to encourage the continued attention and dedication of certain members of our management team and to allow them to focus on the value to stockholders of strategic alternatives without concern for the impact on their continued employment. Each of our named executive officers has entered into an employment agreement or an executive severance agreement that entitles the named executive officer to severance payments and benefits in the event of certain terminations of employment or upon a change in control of Teladoc Health. We have also adopted a Level 14 Severance Plan (the “Severance Plan”) under which certain of our employees who are not otherwise entitled to any severance pay or benefits or prior notice of employment termination (or pay in lieu of such prior notice) under any binding contract or agreement with us are eligible for severance payments and benefits in connection with a qualifying termination of employment. These arrangements are described below under “— Potential Payments upon Termination or Change in Control.”

  63. Employment agreements

    | 2024 Proxy Statement | Teladoc Health | 45 |

  64. Accounting considerations

    Accounting considerations We follow Financial Accounting Standard Board Accounting Standards Codification Topic 718—Stock Compensation. Topic 718 requires companies to measure the compensation expense for all share-based awards made to employees and directors, including stock options, RSUs and PSUs, based on the grant date fair value of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our executive officers may never realize any value from their awards.

  65. 2023 summary compensation table

    2023 summary compensation table

  66. 2023 summary compensation table

    | Name and principal position | Year | Salary ($) | Bonus ($) | Stock awards(1) ($) | Option awards(1) ($) | Non-equity incentive plan compensation(2) ($) | All other compensation ($) | Total ($) | | Jason Gorevic* Former chief executive officer | 2023 | 764,167 | — | 10,000,006 | — | 836,363 | 13,200(3) | 11,613,736 | | | 2022 | 695,833 | — | 10,000,020 | — | 168,000 | 12,200 | 10,876,053 | | | 2021 | 654,167 | — | 10,000,131 | — | 972,000 | 11,600 | 11,637,898 | | Mala Murthy* Interim chief executive officer and principal financial officer | 2023 | 516,667 | — | 4,999,975 | — | 415,000 | 13,200(3) | 5,944,842 | | | 2022 | 493,333 | — | 6,799,959 | 2,399,973 | 243,800 | 12,200 | 9,949,265 | | | 2021 | 454,167 | — | 3,249,841 | — | 415,000 | 11,600 | 4,130,608 | | Laizer Kornwasser President, enterprise growth and global markets | 2023 | 500,000 | — | 4,499,980 | — | 465,000 | — | 5,464,980 | | | 2022 | 94,697 | 550,000(4) | 6,999,992 | — | 500,000 | — | 8,144,689 | | Michael Waters Chief operating officer | 2023 | 470,000 | — | 4,000,012 | — | 320,000 | 7,833(3) | 4,797,845 | | | 2022 | 205,625 | 775,000(4) | 5,000,013 | — | 352,500 | — | 6,333,138 | | Adam C. Vandervoort Chief legal officer and secretary | 2023 | 446,667 | — | 2,849,978 | — | 226,000 | 13,200(3) | 3,535,845 | | | 2022 | 425,000 | — | 3,349,988 | 1,339,995 | 153,700 | 12,200 | 5,280,883 | | | 2021 | 394,167 | — | 2,499,978 | — | 245,000 | 11,600 | 3,150,745 |

  67. 2023 summary compensation table

    * Ms. Murthy, who served as our Chief Financial Officer for all of fiscal 2023, became our interim Chief Executive Officer and Principal Financial Officer on April 5, 2024, replacing Mr. Gorevic. (1)Represents the aggregate grant date fair value of awards granted during the year referenced, computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. For additional information about these awards, please see Note 13 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 23, 2024. The maximum possible value of the PSUs granted in 2023, based on the closing price per share of our common stock on the date they were granted, was as follows:

  68. 2023 summary compensation table

    | Name | Maximum possible value of the 2023 PSUS ($) | | Jason Gorevic | 9,250,026 | | Mala Murthy | 4,624,946 | | Laizer Kornwasser | 4,162,476 | | Michael Waters | 3,700,005 | | Adam C. Vandervoort | 2,636,229 |

  69. 2023 summary compensation table

    For additional information regarding the stock-based awards granted to the named executive officers in 2023, refer to the “2023 Grants of Plan-Based Awards Table.” (2)Amounts listed were earned under our annual cash incentive program. (3)Represents company matching contributions to the named executive officer’s 401(k) plan account. (4)Represents one-time signing bonus received upon commencement of employment.

  70. 2023 summary compensation table

    | 48 | Teladoc Health | 2024 Proxy Statement |

  71. 2023 Grants of plan-based awards table

    2023 Grants of plan-based awards table

  72. 2023 Grants of plan-based awards table

    | | | | Estimated future payouts under non-equity incentive plan awards (3) | | | Estimated future payouts under equity incentive plan awards(4) | | | All other stock awards: number of shares of stock or units (#) | All other option awards: number of securities underlying options (#) | Exercise or base price of option awards ($/sh) | Grant date fair value of stock and option awards ($)(5) | | Name | Incentive plan(1) | Grant date(2) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Jason Gorevic | 2015 Incentive award Plan | 3/3/2023(6) | | | | — | 186,012 | 344,123 | | | | 5,000,003 | | | 2015 Incentive award plan | 3/3/2023(7) | | | | | | | 186,012 | | | 5,000,003 | | | Bonus program | — | — | 932,400 | 1,864,800 | | | | | | | | | Mala Murthy | 2015 Incentive award plan | 3/3/2023(6) | | | | — | 93,005 | 172,059 | | | | 2,499,974 | | | 2015 Incentive award plan | 3/3/2023(7) | | | | | | | 93,006 | | | 2,500,001 | | | Bonus program | — | — | 390,000 | 780,000 | | | | | | | | | Laizer Kornwasser | 2015 Incentive award plan | 3/3/2023(6) | | | | — | 83,705 | 154,854 | | | | 2,249,990 | | | 2015 Incentive award plan | 3/3/2023(7) | | | | | | | 83,705 | | | 2,249,990 | | | Bonus program | — | — | 500,000 | 1,000,000 | | | | | | | | | Michael Waters | 2015 Incentive award plan | 3/3/2023(6) | | | | — | 74,405 | 137,649 | | | | 2,000,006 | | | 2015 Incentive award plan | 3/3/2023(7) | | | | | | | 74,405 | | | 2,000,006 | | | Bonus program | — | — | 352,500 | 705,000 | | | | | | | | | Adam C. Vandervoort | 2015 Incentive award plan | 3/3/2023(6) | | | | — | 53,013 | 98,074 | | | | 1,424,989 | | | 2015 Incentive award plan | 3/3/2023(7) | | | | | | | 53,013 | | | 1,424,989 | | | Bonus program | — | — | 247,500 | 495,000 | | | | | | | |

  73. 2023 Grants of plan-based awards table

    (1)The award was granted under the 2015 Incentive Award Plan or our annual cash bonus program, as indicated in this column. (2)Awards granted on March 3, 2023 were approved on February 16, 2023. (3)The portion of the annual bonus based on corporate performance may range from zero to a maximum of no more than 200% of the target bonus. However, the individual component of each applicable named executive officer’s award is not based on achievement of any pre-established performance goals and may result in an award that exceeds the maximum shown here. Additional detail regarding the determination of cash bonuses is included above under “Compensation Discussion and Analysis — Elements of Compensation — Cash Bonuses.” Actual payments are set forth in the “Summary Compensation Table” above. (4)The EBITDA PSUs and Revenue PSUs granted in 2023 may range from zero to a maximum of no more than 200% of the target number of shares, while the Net Income PSUs granted in 2023 may be zero or 125% of the target number of shares. (5)Amounts in this column reflect the aggregate grant date fair value of awards granted during 2023 computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used in calculating these amounts are included in Note 13 to our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 23, 2024.

  74. 2023 Grants of plan-based awards table

    | 2024 Proxy Statement | Teladoc Health | 49 |

  75. 2023 Grants of plan-based awards table

    (6)The PSU award is earned based on our attainment of adjusted EBITDA, revenue and net income targets. To the extent earned, (i) the EBITDA PSUs would vest as to one-third of any earned PSUs on March 1, 2024 and as to the remaining two-thirds in eight substantially equal quarterly installments over the subsequent two years, (ii) the Revenue PSUs would vest as to two-thirds of any earned PSUs on March 1, 2025 and as to the remaining one-third in four substantially equal quarterly installments over the subsequent year and (iii) the Net Income PSUs vest on March 1, 2026, in each case as described above in the section titled “Compensation Discussion and Analysis — Elements of Compensation — Equity awards,” and subject to the holder’s continued employment with us through the applicable vesting date and potential accelerated vesting as described in the section titled “Potential Payments upon Termination or Change in Control.” (7)The RSU award vests as to one-third on March 1, 2024 and the remaining two-thirds in eight substantially equal quarterly installments thereafter, subject to the holder’s continued employment with us through the applicable vesting date and potential accelerated vesting as described in the section titled “Potential Payments upon Termination or Change in Control.”

  76. 2023 Grants of plan-based awards table

    | 50 | Teladoc Health | 2024 Proxy Statement |

  77. 2023 Outstanding equity awards at fiscal year-end table

    2023 Outstanding equity awards at fiscal year-end table

  78. 2023 Outstanding equity awards at fiscal year-end table

    | | | Option awards | | | | Stock awards | | | | | Name | Grant date | Number of securities underlying unexercised options exercisable | Number of securities underlying unexercised options unexercisable | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) | | Jason Gorevic | 3/3/2023(1) | | | | | 186,012 | 4,008,559 | — | — | | | 3/3/2023(2) | | | | | — | — | 37,202 | 801,703 | | | 3/3/2023(3) | | | | | — | — | 74,405 | 1,603,428 | | | 3/3/2023(4) | | | | | 74,405 | 1,603,428 | — | — | | | 3/1/2022(5) | | | | | 28,075 | 605,016 | — | — | | | 3/1/2022(6) | | | | | — | — | 6,738 | 145,204 | | | 3/2/2021(7) | | | | | 7,648 | 164,814 | — | — | | | 3/2/2021(8) | | | | | 2,915 | 62,818 | — | — | | | 3/2/2021(9) | | | | | 5,782 | 124,602 | — | — | | | 3/1/2018(10) | 169,893 | — | 38.55 | 3/1/2028 | | | | | | | 3/3/2017(10) | 400,116 | — | 22.30 | 3/3/2027 | | | | | | | 3/7/2016(10) | 383,649 | — | 12.21 | 3/7/2026 | | | | | | Mala Murthy | 3/3/2023(1) | | | | | 93,006 | 2,004,279 | — | — | | | 3/3/2023(2) | | | | | — | — | 18,601 | 400,852 | | | 3/3/2023(3) | | | | | — | — | 37,202 | 801,703 | | | 3/3/2023(4) | | | | | 37,202 | 801,703 | — | — | | | 6/1/2022(5) | | | | | 12,264 | 264,289 | — | — | | | 6/1/2022(11) | 70,534 | 70,542 | 32.62 | 5/31/2032 | | | | | | | 3/1/2022(5) | | | | | 16,845 | 363,010 | — | — | | | 3/1/2022(6) | | | | | — | — | 4,043 | 87,127 | | | 3/2/2021(7) | | | | | 2,486 | 53,573 | — | — | | | 3/2/2021(8) | | | | | 945 | 20,365 | — | — | | | 3/2/2021(9) | | | | | 1,878 | 40,471 | — | — | | | 6/24/2019(10) | 36,882 | — | 62.75 | 6/24/2019 | | | | | | Laizer Kornwasser | 3/3/2023(1) | | | | | 83,705 | 1,803,843 | — | — | | | 3/3/2023(2) | | | | | — | — | 16,741 | 360,769 | | | 3/3/2023(3) | | | | | — | — | 33,482 | 721,537 | | | 3/3/2023(4) | | | | | 33,842 | 721,537 | — | — | | | 11/1/2022(1) | | | | | 161,588 | 3,482,221 | — | — | | Michael Waters | 3/3/2023(1) | | | | | 74,405 | 1,603,428 | — | — | | | 3/3/2023(2) | | | | | — | — | 14,881 | 320,686 | | | 3/3/2023(3) | | | | | — | — | 29,762 | 641,371 | | | 3/3/2023(4) | | | | | 29,762 | 641,371 | — | — | | | 8/1/2022(5) | | | | | 79,237 | 1,707,557 | — | — |

  79. 2023 Outstanding equity awards at fiscal year-end table

    | 2024 Proxy Statement | Teladoc Health | 51 |

  80. 2023 Outstanding equity awards at fiscal year-end table

    | Adam C. Vandervoort | 3/3/2023(1) | | | | | 53,013 | 1,142,430 | — | — | | | 3/3/2023(2) | | | | | — | — | 10,603 | 228,495 | | | 3/3/2023(3) | | | | | — | — | 21,205 | 456,968 | | | 3/3/2023(4) | | | | | 21,205 | 456,968 | — | — | | | 6/1/2022(11) | 39,383 | 39,385 | 32.62 | 5/31/2032 | | | | | | | 3/1/2022(5) | | | | | 9,405 | 202,678 | — | — | | | 3/1/2022(6) | | | | | — | — | 2,257 | 48,638 | | | 3/2/2021(7) | | | | | 1,912 | 41,204 | — | — | | | 3/2/2021(8) | | | | | 730 | 15,732 | — | — | | | 3/2/2021(9) | | | | | 1,446 | 31,161 | — | — | | | 3/1/2018(10) | 14,058 | — | 38.55 | 3/1/2028 | | | | |

  81. 2023 Outstanding equity awards at fiscal year-end table

    (1)One-third of the RSU award vests on March 1, 2024, with the remainder vesting in eight substantially equal quarterly installments over the subsequent two years, subject to the holder’s continued employment with us through the applicable vesting date and potential accelerated vesting as described in the section titled “Potential Payments upon Termination or Change in Control.” (2)The PSU award is earned based on our attainment of a 2025 net income target and, to the extent earned, vests on March 1, 2026, as described above in the section titled “Compensation Discussion and Analysis — Elements of Compensation — Equity awards,” and subject to the holder’s continued employment with us through the applicable vesting date and potential accelerated vesting as described in the section titled “Potential Payments upon Termination or Change in Control.” The PSU award may be zero or 125% of the target number of shares. (3)The PSU award is earned based on our attainment of a 2024 revenue target and, to the extent earned, vests as to two-thirds of any earned PSUs on March 1, 2025 and as to the remaining one-third in substantially equal quarterly installments over the subsequent year, as described above in the section titled “Compensation Discussion and Analysis — Elements of Compensation — Equity awards,” and subject to the holder’s continued employment with us through the applicable vesting date and potential accelerated vesting as described in the section titled “Potential Payments upon Termination or Change in Control.” (4)The PSU award was earned based on our attainment of a 2023 adjusted EBITDA target and vested as to one-third of any earned PSUs on March 1, 2024 and as to the remaining two-thirds in substantially equal quarterly installments over the subsequent two years, as described above in the section titled “Compensation Discussion and Analysis — Elements of Compensation — Equity awards,” and subject to the holder’s continued employment with us through the applicable vesting date and potential accelerated vesting as described in the section titled “Potential Payments upon Termination or Change in Control.” (5)One-third of the RSU award vests on the first anniversary of the grant date, with the remainder vesting in eight substantially equal quarterly installments over the subsequent two years, subject to the holder’s continued employment with us through the applicable vesting date and potential accelerated vesting as described in the section titled “Potential Payments upon Termination or Change in Control.” (6)The PSU award is earned based on our attainment of an adjusted EBITDA margin target over a three-year performance period ending on December 31, 2024 and, to the extent earned, vests on March 1, 2025, and subject to the holder’s continued employment with us through the applicable vesting date and potential accelerated vesting as described in the section titled “Potential Payments upon Termination or Change in Control.” (7)The RSU award vests in three substantially equal annual installments on each of the first three anniversaries of the grant date, subject to the holder’s continued employment with us through the applicable vesting date and potential accelerated vesting as described in the section titled “Potential Payments upon Termination or Change in Control.” (8)The PSU award was earned based on our attainment of adjusted EBITDA and annual recurring revenue synergies targets over a two-year period ending on December 31, 2022 and vested as to half of any earned PSUs on March 2, 2023 and as to the remaining half on March 2, 2024,, subject to the holder’s continued employment with us through the applicable vesting date and potential accelerated vesting as described in the section titled “Potential Payments upon Termination or Change in Control.” (9)The PSU award was earned based on our attainment of a 2021 revenue target and vested as to one-third of any earned PSUs on March 2, 2022 and as to the remaining two-thirds in substantially equal annual installments over the subsequent two years, subject to the holder’s continued employment with us through the applicable vesting date and potential accelerated vesting as described in the section titled “Potential Payments upon Termination or Change in Control.” (10)The option vests as to 25% of the total shares underlying the option on the first anniversary of the grant date and in substantially equal monthly installments over the ensuing 36 months, subject to the holder’s continued employment with us through the applicable vesting date and potential accelerated vesting as described in the section titled “Potential Payments upon Termination or Change in Control.” (11)The option vests as to one-third of the total shares underlying the option on the first anniversary of the grant date and in substantially equal monthly installments over the ensuing 24 months, subject to the holder’s continued employment with us through the applicable vesting date and potential accelerated vesting as described in the section titled “Potential Payments upon Termination or Change in Control.”

  82. 2023 Outstanding equity awards at fiscal year-end table

    | 52 | Teladoc Health | 2024 Proxy Statement |

  83. 2023 Option exercises and stock vested table

    2023 Option exercises and stock vested table

  84. 2023 Option exercises and stock vested table

    | | Option awards | | Stock awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#) | Value realized on vesting ($) | | Jason Gorevic | — | — | 84,115 | 2,089,972 | | Mala Murthy | — | — | 49,529 | 1,198,438 | | Laizer Kornwasser | — | — | 80,794 | 1,345,220 | | Michael Waters | — | — | 56,596 | 1,444,898 | | Adam C. Vandervoort | — | — | 23,322 | 576,589 |

  85. 2023 Pension benefits

    2023 Pension benefits None of our named executive officers participated in any defined benefit pension plans in 2023.

  86. 2023 Nonqualified deferred compensation

    2023 Nonqualified deferred compensation None of our named executive officers participated in any non-qualified deferred compensation plans in 2023.

  87. Potential payments upon termination or change in control

    Potential payments upon termination or change in control We maintain compensation and benefit plans and arrangements that provide payment of compensation to our named executive officers in the event of certain terminations of employment or a change in control of Teladoc Health. The amount of compensation payable to each named executive officer in these situations is described below.

  88. Quantification of potential payments upon termination or a change in control

    Quantification of potential payments upon termination or a change in control The following table shows potential payments to our named executive officers under the various severance and other arrangements and agreements that were in effect on December 31, 2023, for various scenarios involving a change in control or termination of employment, assuming a December 31, 2023, termination or transaction date and, where applicable, using the closing price of our common stock of $21.55 (as reported on the NYSE as of December 29, 2023, the last trading day of the year).

  89. Quantification of potential payments upon termination or a change in control

    | | Form of payment | | | | | | Name/Triggering event | Cash severance ($)(1) | Benefit continuation ($) | Life insurance ($) | Equity awards ($)(2) | Total ($) | | Jason Gorevic | | | | | | | Involuntary termination(3) | 2,001,863 | 49,440 | 324 | 3,971,406 | 6,023,033 | | Change in control(4) | — | — | — | 3,107,219 | 3,107,219 | | Termination in connection with change in control(5) | 3,400,463 | 49,440 | 324 | 9,518,279 | 12,968,506 | | Mala Murthy | | | | | | | Involuntary termination(6) | 520,000 | 23,183 | — | 1,467,404 | 2,010,587 | | Change in control(4) | — | — | — | 1,611,665 | 1,611,665 | | Termination in connection with change in control(7) | 1,325,000 | 23,183 | — | 5,080,267 | 6,428,450 | | Laizer Kornwasser | | | | | | | Involuntary termination(8) | 1,000,000 | 36,314 | — | 3,151,838 | 4,188,152 | | Change in control(4) | — | — | — | 1,136,876 | 1,136,876 | | Termination in connection with change in control(9) | 1,000,000 | 36,314 | — | 7,073,319 | 8,109,633 | | Michael Waters | | | | | | | Involuntary termination(10) | 235,000 | 11,542 | — | 1,383,596 | 1,630,138 | | Change in control(4) | — | — | — | 1,010,571 | 1,010,571 | | Termination in connection with change in control(11) | 822,500 | 23,085 | — | 4,899,656 | 5,745,241 | | Adam C. Vandervoort | | | | | | | Involuntary termination(6) | 225,000 | 18,277 | — | 807,371 | 1,050,648 | | Change in control(4) | — | — | — | 914,577 | 914,577 | | Termination in connection with change in control(7) | 923,500 | 36,555 | — | 2,759,688 | 3,719,743 |

  90. Quantification of potential payments upon termination or a change in control

    (1)Because this table assumes the given event occurred on December 31, 2023, the amounts shown in this column reflect the full 2023 bonuses. Actual bonus payments in the given circumstances would be prorated based on the portion of the year elapsed on date the event occurred. (2)For stock options, reflects the excess of the market price of $21.55 of our common stock on December 29, 2023, the last trading day of the year, over the exercise price of the stock option, multiplied by the number of unvested shares that vest upon the given event. For RSUs and PSUs, reflects the market price of $21.55 of our common stock on December 29, 2023, multiplied by the number of unvested shares that vest upon the given event. (3)Under Mr. Gorevic’s employment agreement, upon his termination by us without cause or his resignation for good reason, subject to his timely executing a release of claims in our favor, he would have been entitled to receive: (i) 18 months of continued base salary and life insurance; (ii) any earned but unpaid bonus for the year prior to the year of termination; (iii) up to 18 months of premiums for continued medical, dental or vision coverage pursuant to COBRA, if elected; (iv) a pro rata portion of the bonus he would have earned for the year of termination; and (v) accelerated vesting of time-based equity awards that were scheduled to vest within 12 months following the date of termination and continued eligibility to vest in awards subject to performance-based vesting conditions if and to the extent such performance conditions are satisfied during that 12-month period. This table shows the amounts he would have received upon a termination on December 31, 2023, as required by the proxy disclosure rules, rather than upon his actual termination on April 5, 2024.

  91. Quantification of potential payments upon termination or a change in control

    | 58 | Teladoc Health | 2024 Proxy Statement |

  92. Quantification of potential payments upon termination or a change in control

    (4)The grants of PSUs made to the named executive officers provide that, if a change in control occurs on or prior to the last day of the applicable performance period, the PSUs will be earned at the level that is the greater of (i) 100% of the target number of PSUs and (ii) the sum of the number of earned PSUs using our expected performance based on our then-current results. One-third of the earned EBITDA PSUs will vest on the change in control date and the remaining two-thirds will vest in substantially equal quarterly installments over the two-year period following the change in control date. Two-thirds of the earned Revenue PSUs will vest on the change in control date and the remaining one-third will vest in substantially equal quarterly installments over the one-year period following the change in control date. All of the earned Net Income PSUs will vest on the change in control date. The achievement of the Net Income PSU goal is binary: if the goal is achieved, 125% of the target number of Net Income PSUs will be earned, otherwise no Net Income PSUs will be earned. In 2022, the Compensation Committee granted PSUs to our then-serving named executive officers that would be earned if our adjusted EBITDA margin over a three-year performance period achieved its target (“2022 EBITDA Margin PSUs”). All of the earned 2022 EBITDA Margin PSUs will vest on the change in control date. The amounts shown in this row for PSUs reflect vesting of one-third of the EBITDA PSUs that were actually earned by the named executive officer, two-thirds of the target number of Revenue PSUs, 125% of the target number of Net Income PSUs and, for Messrs. Gorevic and Vandervoort and Ms. Murthy, the target number of 2022 EBITDA Margin PSUs. (5)Under Mr. Gorevic’s employment agreement, upon his termination by us without cause or his resignation for good reason, in either case within 12 months following a change in control, subject to his timely executing a release of claims in our favor, Mr. Gorevic would have been entitled to receive: (i) a lump-sum payment equal to 150% of his base salary plus target bonus opportunity; (ii) any earned but unpaid bonus for the year prior to the year of termination; (iii) 18 months of continued life insurance; (iv) up to 18 months of premiums for continued medical, dental or vision coverage pursuant to COBRA, if elected; (v) a pro rata portion of the bonus he would have earned for the year of termination; and (vi) accelerated vesting of his time-based equity awards and continued eligibility to vest in awards subject to performance-based vesting conditions if and to the extent such performance conditions are thereafter satisfied. In addition, the awards of PSUs granted to him in 2023 and the 2022 EBITDA Margin PSUs would become earned as of the date of the change in control (or an earlier date determined by the administrator of the 2015 Incentive Award Plan), and the number of PSUs earned will equal the greater of (i) 100% of the target number of PSUs and (ii) the sum of the number of earned PSUs using our expected performance based on our then-current results. The amount shown in this row for PSUs reflects vesting of all the EBITDA PSUs that were actually earned by Mr. Gorevic in 2023, the target number of Revenue PSUs, 125% of the target number of Net Income PSUs, the target number of 2022 EBITDA Margin PSUs and the vesting of PSUs that the Compensation Committee granted prior to 2023 to Mr. Gorevic that were earned prior to 2023. (6)In the event that the named executive officer is terminated by us without cause or he or she resigns for good reason, subject to his or her timely executing a release of claims in our favor, he or she is entitled to receive: (i) 12 months (for Ms. Murthy) or six months (for Mr. Vandervoort) of continued base salary; (ii) any earned but unpaid bonus for the year prior to the year of termination; (iii) up to 12 months (for Ms. Murthy) or six months (for Mr. Vandervoort) of continued medical, dental or vision coverage pursuant to COBRA, if elected; and (iv) accelerated vesting of his or her time-based equity awards that were scheduled to vest in the following six months and continued eligibility to vest in awards subject to performance-based vesting conditions if and to the extent such performance conditions are satisfied during that six-month period. The amount shown does not include 23,514 and 13,128 options for which the exercise price exceeded the market price of our common stock for Ms. Murthy and Mr. Vandervoort, respectively. (7)In the event that the named executive officer is terminated by us without cause or he or she resigns for good reason, in either case in connection with, on the date of or within 12 months following a change in control, subject to his or her timely executing a release of claims in our favor, he or she is entitled to receive: (i) 12 months of continued base salary; (ii) any earned but unpaid bonus for the year prior to the year of termination; (iii) up to 12 months of premiums for continued medical, dental or vision coverage pursuant to COBRA, if elected; (iv) a lump-sum payment equal to 100% of the target bonus payment for the year of termination; (v) a pro rata portion of the bonus he or she would have earned for the year of termination; and (vi) accelerated vesting of his or her time-based equity awards and continued eligibility to vest in awards subject to performance-based vesting conditions if and to the extent such performance conditions are thereafter satisfied. In addition, the awards of PSUs granted to him or her in 2023 and the 2022 EBITDA Margin PSUs would each become earned as of the date of the change in control (or an earlier date determined by the administrator of the 2015 Incentive Award Plan), and the number of PSUs earned will equal the greater of (i) 100% of the target number of PSUs and (ii) the sum of the number of earned PSUs using our expected performance based on our then-current results. The amount shown in this row for PSUs reflects vesting of all the EBITDA PSUs that were actually earned by the named executive officer in 2023, the target number of Revenue PSUs, 125% of the target number of Net Income PSUs, the target number of 2022 EBITDA Margin PSUs and the vesting of PSUs that the Compensation Committee granted prior to 2023 to Ms. Murthy and Mr. Vandervoort that were earned prior to 2023. The amount shown does not include 70,542 and 39,385 options for which the exercise price exceeded the market price of our common stock for Ms. Murthy and Mr. Vandervoort, respectively. (8)If Mr. Kornwasser is terminated by us for convenience within the first 18 months of employment, subject to his timely executing a release of claims in our favor, he is entitled to receive: (i) 12 months of continued base salary; (ii) any earned but unpaid bonus for the year prior to the year of termination; (iii) a lump-sum payment equal to 100% of his target annual bonus for the year of termination; (iv) up to 12 months of premiums for continued medical, dental or vision coverage pursuant to COBRA, if elected; and (v) accelerated vesting of his time-based equity awards that were scheduled to vest in the following 12 months and continued eligibility to vest in awards subject to performance-based vesting conditions if and to the extent such performance conditions are satisfied during that 12-month period.

  93. Quantification of potential payments upon termination or a change in control

    (9)In the event that Mr. Kornwasser resigns for good reason or is terminated by us for any reason other than for death, disability or cause, in each case on the date of or within 12 months following a change in control, he is entitled to receive: (i) 12 months of continued base salary; (ii) any earned but unpaid bonus for the year prior to the year of termination; (iii) a lump-sum payment equal to 100% of his target annual bonus for the year of termination; (iv) up to 12 months of premiums for continued medical, dental or vision coverage pursuant to COBRA, if elected; and (v) accelerated vesting of his time-based equity awards and continued eligibility to vest in awards subject to performance-based vesting

  94. Quantification of potential payments upon termination or a change in control

    | 2024 Proxy Statement | Teladoc Health | 59 |

  95. Quantification of potential payments upon termination or a change in control

    conditions if and to the extent such performance conditions are thereafter satisfied. In addition, the awards of PSUs granted to him in 2023 would become earned as of the date of the change in control (or an earlier date determined by the administrator of the 2015 Incentive Award Plan), and the number of PSUs earned will equal the greater of (i) 100% of the target number of PSUs and (ii) the sum of the number of earned PSUs using our expected performance based on our then-current results. The amount shown in this row for PSUs reflects vesting of all the EBITDA PSUs that were actually earned by Mr. Kornwasser in 2023, the target number of Revenue PSUs and 125% of the target number of Net Income PSUs. (10)In the event that Mr. Waters resigns for good reason or is terminated by us due to the elimination of his job position (excluding a termination of employment due to death or disability or for cause), in each case other than on the date of or within 12 months following a change in control of the Company, subject to his timely executing a release of claims in our favor, he is entitled to receive: (i) six months of continued base salary; (ii) any earned but unpaid bonus for the year prior to the year of termination; (iii) up to six months of premiums for continued medical, dental or vision coverage pursuant to COBRA, if elected; and (iv) accelerated vesting of his time-based equity awards that were scheduled to vest in the following six months and continued eligibility to vest in awards subject to performance-based vesting conditions if and to the extent such performance conditions are satisfied during that six-month period. (11)In the event that Mr. Waters resigns for good reason or is terminated by us for any reason other than for death, disability or cause, in each case on the date of or within 12 months following a change in control, he is entitled to receive: (i) 12 months of continued base salary; (ii) any earned but unpaid bonus for the year prior to the year of termination; (iii) a lump-sum payment equal to 100% of his target annual bonus for the year of termination; (iv) up to 12 months of premiums for continued medical, dental or vision coverage pursuant to COBRA, if elected; and (v) accelerated vesting of his time-based equity awards and continued eligibility to vest in awards subject to performance-based vesting conditions if and to the extent such performance conditions are thereafter satisfied. In addition, the awards of PSUs granted to him in 2023 would become earned as of the date of the change in control (or an earlier date determined by the administrator of the 2015 Incentive Award Plan), and the number of PSUs earned will equal the greater of (i) 100% of the target number of PSUs and (ii) the sum of the number of earned PSUs using our expected performance based on our then-current results. The amount shown in this row for PSUs reflects vesting of all the EBITDA PSUs that were actually earned by Mr. Waters in 2023, the target number of Revenue PSUs and 125% of the target number of Net Income PSUs.

  96. Quantification of potential payments upon termination or a change in control

    | 60 | Teladoc Health | 2024 Proxy Statement |

  97. CEO pay ratio

    CEO pay ratio As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are providing the following information regarding the relationship between the annual total compensation of our employees and the annual total compensation of Mr. Gorevic, our former Chief Executive Officer. We consider the pay ratio specified herein to be a reasonable estimate, calculated in a manner intended to be consistent with Item 402(u) of Regulation S-K. We believe executive pay must be internally consistent and equitable to motivate our employees to create stockholder value. We are committed to internal pay equity, and our Compensation Committee monitors the relationship between the pay our executive officers receive and the pay our non-managerial employees receive. Mr. Gorevic had 2023 annual total compensation of $11,613,736 as reflected in the 2023 Summary Compensation Table included in this proxy statement. Our median employee’s annual total compensation for 2023 was $101,448, as determined in the same manner as the total compensation for Mr. Gorevic. Based on this information, for 2023, the estimated ratio of the median of the annual total compensation of all of our employees (other than our CEO) to the annual compensation of our CEO was 1 to 114.

  98. CEO pay ratio

    | Employee | 2023 Annual total compensation ($) | Estimated pay ratio | | Jason Gorevic, former Chief Executive Officer | 11,613,736 | 1:114 | | Median employee, other than our CEO | 101,448 | |

  99. CEO pay ratio

    As permitted under SEC rules, we may identify our median employee for purposes of providing pay ratio disclosure once every three years, provided that there has been no change in the employee population or employee compensation arrangements that we reasonably believe would result in a significant change to the 2023 pay ratio disclosure. In accordance with SEC requirements, we determined that there have been no changes to the employee population or employee compensation arrangements in 2023 that would be significant to the pay ratio calculation. However, the median employee identified in 2022 is no longer employed by the Company. In accordance with SEC rules, we have replaced the 2022 median employee with an employee whose compensation is substantially similar. To identify the median employee from our employee population in 2022, we determined the annual total compensation of each of our employees as of December 31, 2022, in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. We considered all of our employees, including international employees and those working less than 40 hours per week.

  100. Pay versus performance

    Pay versus performance The primary objectives of our executive compensation program are to retain key executives, attract new talent, link compensation to achievement of our business objectives and align the interests of our executives with those of our long-term stockholders. Our program aligns executive pay with stockholder interests and links pay to performance through a blend of short-and long-term performance measures. In 2023, equity-based and incentive pay made up 93.4% of our CEO’s target compensation and, on average, 90.2% of our other named executive officers’ target compensation. The high utilization of equity-based and incentive compensation results in higher total realized pay when leadership exceeds the Compensation Committee-approved performance targets. Conversely, failure to achieve approved targets results in lower realized pay including the possibility that some awards pay zero at the end of their performance period.

  101. Pay versus performance compensation actually paid table

    Pay versus performance compensation actually paid table The amounts shown below for compensation actually paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by our named executive officers. These amounts reflect the Summary Compensation Table total with certain adjustments as described below. For information regarding the decisions made by our Compensation Committee with respect to the named executive officer compensation for each year, please see the Compensation Discussion and Analysis sections of the proxy statements reporting pay for the years covered in the table below.

  102. Pay versus performance compensation actually paid table

    | Year | Summary Compensation Table Total for CEO(1) ($) | Compensation Actually Paid to CEO(2) ($) | Average Summary Compensation Table Total for Non-CEO Named Executive Officers(3) ($) | Average Compensation Actually Paid to Non-CEO Named Executive Officers ($) | Value of Initial Fixed $100 Investment Based On: ($) | | Net Loss ($ thousands) | Company- Selected Measure: Revenue ($ thousands)(5) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return(4) | | | | 2023 | 11,613,736 | 9,400,898 | 4,935,878 | 3,702,389 | 26 | 143 | (220,368) | 2,602,415 | | 2022 | 10,876,053 | (2,755,173) | 8,211,732 | 3,613,853 | 28 | 140 | (13,659,531) | 2,406,840 | | 2021 | 11,637,898 | (4,486,255) | 3,776,044 | (1,412,623) | 110 | 143 | (428,793) | 2,032,707 | | 2020 | 8,455,584 | 54,668,602 | 2,614,048 | 12,280,174 | 239 | 113 | (485,136) | 1,093,962 |

  103. Pay versus performance compensation actually paid table

    (1)The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Gorevic, our former CEO for each corresponding year in the “Total” column of the Summary Compensation Table. (2)The CEO in each covered year is Mr. Gorevic. The CEO Summary Compensation Table to compensation actually paid reconciliation is summarized in the following table:

  104. Pay versus performance compensation actually paid table

    | 64 | Teladoc Health | 2024 Proxy Statement |

  105. Pay versus performance compensation actually paid table

    | | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total Compensation | $11,613,736 | $10,876,053 | $11,637,898 | $8,455,584 | | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (10,000,006) | (10,000,020) | (10,000,131) | (6,800,017) | | Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 7,779,810 | 1,593,442 | 3,762,671 | 14,745,250 | | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | (93,277) | (3,507,008) | (10,210,349) | 22,192,866 | | Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | — | — | — | | Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | 100,635 | (1,717,640) | 323,656 | 16,074,919 | | Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | — | — | | Compensation actually paid | $9,400,898 | $(2,755,173) | $(4,486,255) | $54,668,602 |

  106. Pay versus performance compensation actually paid table

    (3)The non-CEO named executive officers for whom the average compensation is presented in this table are: for 2023, Ms. Murthy and Messrs. Kornwasser, Waters and Vandervoort; for 2022, Ms. Murthy, Dr. Jensen and Messrs. Kornwasser and Waters; for 2021, Ms. Murthy, Dr. Jensen and Messrs. David Sides, Turitz and Vandervoort; and for 2020, Mmes. Murthy and Verstraete and Messrs. Sides and Vandervoort. Mr. Sides is our former Chief Operating Officer and resigned from the Company effective on September 21, 2021. Dr. Jensen is our former Chief Innovation Officer and resigned from the Company effective on December 1, 2023.

  107. Pay versus performance compensation actually paid table

    | | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total Compensation | $4,935,878 | $8,211,732 | $3,776,044 | $2,614,048 | | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (4,087,486) | (7,249,976) | (3,041,445) | (1,700,036) | | Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 3,179,986 | 3,668,043 | 1,058,324 | 3,686,363 | | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | (211,897) | (693,095) | (1,461,413) | 4,650,682 | | Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | — | — | — | | Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (114,092) | (322,851) | (219,721) | 3,029,117 | | Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | (1,524,412) | — | | Compensation actually paid | $3,702,389 | $3,613,853 | $(1,412,623) | $12,280,174 |

  108. Pay versus performance compensation actually paid table

    (4)The peer group used for calculating Peer Group Total Shareholder Return is the S&P 500 Health Care Index. (5)We have determined that revenue is the financial performance measure that, in our assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to our named executive officers, for the most recently completed fiscal year, to company performance.

  109. Pay versus performance compensation actually paid table

    | 2024 Proxy Statement | Teladoc Health | 65 |

  110. Teladoc Health, Inc. & Peer TSR vs. Compensation Actually Paid

    Teladoc Health, Inc. & Peer TSR vs. Compensation Actually Paid

  111. Teladoc Health, Inc. & Peer TSR vs. Compensation Actually Paid

    | | CEO CAP ($M) | | Average NEO CAP ($M) | | TDOC | | S&P 500 Health Care Sector |

  112. Teladoc Health, Inc. & Peer TSR vs. Compensation Actually Paid

    | 66 | Teladoc Health | 2024 Proxy Statement |

  113. Teladoc Health, Inc. Net loss vs. Compensation Actually Paid

    Teladoc Health, Inc. Net loss vs. Compensation Actually Paid

  114. Teladoc Health, Inc. Net loss vs. Compensation Actually Paid

    | | CEO CAP ($M) | | Average NEO CAP ($M) | | TDOC Net Loss |

  115. Teladoc Health, Inc. Revenue vs. Compensation Actually Paid

    Teladoc Health, Inc. Revenue vs. Compensation Actually Paid

  116. Teladoc Health, Inc. Revenue vs. Compensation Actually Paid

    | | CEO CAP ($M) | | Average NEO CAP ($M) | | TDOC Revenue |

  117. Teladoc Health, Inc. Revenue vs. Compensation Actually Paid

    | 2024 Proxy Statement | Teladoc Health | 67 |

  118. Teladoc Health, Inc. Revenue vs. Compensation Actually Paid

    Listed below are the financial and non-financial performance measures which in our assessment represent the most important performance measures we use to link compensation actually paid for 2023 to our named executive officers to company performance.

  119. Teladoc Health, Inc. Revenue vs. Compensation Actually Paid

    | | Measure | Explanation | | Financial Measures | Revenue | Measures our top-line growth | | | Adjusted EBITDA | A non-GAAP measure that consists of net loss before interest income; interest expense; other (income) expense, net, including foreign exchange gains or losses; provision for income taxes; depreciation; amortization; goodwill impairment; stock-based compensation; restructuring costs; and acquisition, integration, and transformation costs | | | Net Income | Measures our bottom-line growth | | Non-Financial Measures | Corporate health | Consists of three components intended to improve our human capital management: voluntary attrition by employees, building a more diverse leadership team, and employee satisfaction |

  120. Teladoc Health, Inc. Revenue vs. Compensation Actually Paid

    | 68 | Teladoc Health | 2024 Proxy Statement |

  121. Directors and executive officers

    Directors and executive officers The following table sets forth the amount of our common stock beneficially owned as of March 28, 2024 (except as otherwise noted below), by each director or director-nominee, each named executive officer included in the 2023 Summary Compensation Table, and all directors, director-nominees and current executive officers as a group. Beneficial ownership is determined in accordance with applicable rules of the SEC. Unless otherwise indicated, beneficial ownership is direct, and the person listed has sole voting and investment power. The address of each individual named in the table below is c/o Teladoc Health, Inc., 2 Manhattanville Road, Suite 203, Purchase, New York 10577.

  122. Directors and executive officers

    | Name of beneficial owner | Shares | Options(1) | RSUs(1) | Total | Percent of class(2) | | Karen L. Daniel | 36,995 | — | 9,834 | 46,829 | * | | J. Eric Evans | — | — | — | — | * | | Sandra L. Fenwick(3) | 40,432 | — | — | 40,432 | * | | Jason Gorevic | 653,073 | 953,658 | — | 1,606,731 | * | | Catherine A. Jacobson | 10,566 | — | 9,834 | 20,400 | * | | Laizer Kornwasser | 76,283 | — | 20,198 | 96,481 | * | | Thomas G. McKinley(4) | 14,243 | — | 9,834 | 24,077 | * | | Mala Murthy | 71,716 | 127,011 | — | 198,727 | * | | Kenneth H. Paulus(5) | — | 14,647 | — | 14,647 | * | | David L. Shedlarz(6) | 4,979 | 4,082 | 9,834 | 18,895 | * | | Mark Douglas Smith, M.D., MBA(7) | 4,355 | 8,132 | — | 12,487 | * | | David B. Snow, Jr.(8) | 108,745 | 42,212 | 9,834 | 160,791 | * | | Adam C. Vandervoort | 37,476 | 64,381 | — | 101,857 | * | | Michael Waters | 59,355 | — | 11,319 | 70,674 | * | | All directors, nominees for director and current executive officers as a group (19 persons) | 713,532 | 803,725 | 92,163 | 1,609,420 | 0.95% |

  123. Directors and executive officers

    (1)Reflects the number of shares that could be acquired within 60 days of March 28, 2024, through the exercise of stock options and vesting of RSUs, as applicable. The shares are excluded from the column headed “Shares,” but included in the ownership percentages reported in the column headed “Percent of Class.” (2)Based on 169,314,029 shares outstanding on March 28, 2024, and assuming the exercise of options and vesting of RSUs reported in the table, as applicable to the calculation. (3)Includes 28,362 shares held by the Geoffrey L. Fenwick Family Irrevocable Trust for the benefit of Ms. Fenwick’s children and for which Ms. Fenwick and her spouse serve as co-trustees and share voting and investment power. Excludes 18,198 RSUs deferred pursuant to the Deferred Compensation Plan.

  124. Directors and executive officers

    | 2024 Proxy Statement | Teladoc Health | 73 |

  125. Directors and executive officers

    | Stock ownership matters |

  126. Directors and executive officers

    (6)Excludes 10,329 RSUs deferred pursuant to the Deferred Compensation Plan. (7)Excludes 17,904 RSUs deferred pursuant to the Deferred Compensation Plan. (8)Includes 52,000 shares held by the David B. Snow, Jr. Irrevocable Trust dated December 12, 2012 for the benefit of Mr. Snow’s children and for which Mr. Snow’s spouse serves as trustee. * Represents less than 1% of the outstanding common stock.