DEF 14A of Teladoc Health, Inc.
Filed Apr 8, 2025 · FY20240001477449-25-000040
How to vote
| 2024 Option Exercises and Stock Vested Table | | 54 | | 2024 Pension Benefits | | 54 | | 2024 Nonqualified Deferred Compensation | | 54 | | Potential Payments Upon Termination or Change in Control | | 54 | | CEO Pay Ratio | | 62 | | Compensation Risk Assessment | | 62 | | Pay Versus Performance | | 63 | | Pay Versus Performance Compensation Actually Paid Table | | 63 | | Relationship Between Pay and Performance | | 66 | | Proposal 3 | FOR | | | Approve the amendment to the 2023 Incentive Award Plan | | 69 | | Board Recommendation | | 69 | | Background | | 69 | | Reasons Why You Should Vote in Favor of the Approval of the Amendment to the 2023 Incentive Award Plan | | 70 | | Historical Equity Award Information | | 72 | | Summary of the 2023 Incentive Award Plan | | 73 | | U.S. Federal Income Tax Consequences | | 77 | | Equity Compensation Plan Information | | 79 | | New Plan Benefits | | 80 | | Vote Required and Board of Directors’ Recommendation | | 81 | | Audit matters | | 82 | | Proposal 4 | FOR | | | Ratification of the appointment of the independent registered public accounting firm | | 82 | | Audit and Non-Audit Fees | | 83 | | Audit Committee Report | | 84 | | Stock ownership matters | | 85 | | Securities Ownership of Certain Beneficial Owners and Management | | 85 | | Directors and Executive Officers | | 85 | | Significant Stockholders | | 86 | | Delinquent Section 16(a) Reports | | 86 | | Information about the annual meeting and voting | | 87 | | Additional information | | 93 | | Other Matters | | 93 | | Interests of Certain Persons in Matters to Be Acted on | | 93 | | Proxy Solicitation | | 93 | | Procedures for Submitting Stockholder Proposals | | 93 | | Forward-Looking Statements | | 94 | | Annex A - Reconciliation of non-GAAP measures | | 95 | | Annex B - First Amendment to the Teladoc Health, Inc. 2023 Incentive Award Plan | | 96 |
Director nominees
Director nominees
Director nominees
| Director nominee and principal occupation | | Age | Director since | Independent | Current committee membership | | | | | | | | | | | AC | CC | NCGC | QCPSC | EC | | | Charles Divita, III Chief Executive Officer, Teladoc Health | 55 | 2024 | | | | | | | | | J. Eric Evans Chief Executive Officer, Surgery Partners | 48 | 2023 | | | | | | | | | Sandra L. Fenwick Retired Chief Executive Officer, Boston Children’s Hospital | 74 | 2020 | | | | | | | | | Catherine A. Jacobson Retired Chief Executive Officer, Froedtert ThedaCare Health | 61 | 2020 | | | | | | | | | Thomas G. McKinley General Partner, Cardinal Partners | 73 | 2009 | | | | | | | | | Kenneth H. Paulus Retired President and Chief Executive Officer, Prime Therapeutics | 65 | 2017 | | | | | | | | | David L. Shedlarz Retired Vice Chairman, Executive Vice President and CFO, Pfizer | 76 | 2016 | | | | | | | | | Mark Douglas Smith, M.D., MBA Clinical Professor of Medicine, University of California at San Francisco; and a board-certified internist | 73 | 2018 | | | | | | | | | David B. Snow, Jr. Chairman and Chief Executive Officer, Cedar Gate Technologies | 70 | 2014 | | | | | | | | Meetings in 2024 | | | Board - 13 | | 6 | 11 | 8 | 4 | 6 |
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 | | |
Director nominees
| 4 | Teladoc Health | 2025 Proxy Statement |
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. Our Board currently consists of nine members.
Director nominees
Director nominees Each of the nine directors elected at this Annual Meeting will serve for a one-year term expiring at the 2026 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: •Charles Divita, III •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.
Director nominees
| | Your Board of Directors recommends that you vote FOR the election of each of the director nominees. |
Director nominees
| 8 | Teladoc Health | 2025 Proxy Statement |
Director nominees
| | | Charles Divita, III, 55 | | | | | | Chief Executive Officer, Teladoc Health | | Director since: June 2024 | | | Career highlights TELADOC HEALTH, INC. •Chief Executive Officer and Director (2024 to present) GUIDEWELL MUTUAL HOLDING CORPORATION, a leading not-for-profit, policyholder-owned health solutions organization •Executive Vice President, Commercial Markets (2018 to 2024) •Senior Vice President, Chief Financial Officer (2014 to 2018) •Various leadership positions (2011 to 2014) FPIC INSURANCE GROUP, a property and casualty insurance company •Chief Financial Officer (2006 to 2011) •Various leadership positions (2000 to 2006) | | Other current directorships •Vim (2025 to present; also served 2021 to 2024) Prior directorships •Availity (2018 to 2024) •Prime Therapeutics (2018 to 2024) Education •Bachelor of Science in Accounting and Finance, Florida State University Credentials •Certified Public Accountant | | | | Key experience and qualifications Our Board concluded that Mr. Divita should serve as a director because of his leadership role with Teladoc Health and his extensive executive leadership experience and knowledge of the healthcare industry. | | | |
Director nominees
| | | J. Eric Evans, 48 | | | | | | Chief Executive Officer, Surgery Partners | | Independent Director since: September 2023 Committees: Audit, Compensation (Chair) 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. | | | |
Director nominees
| 2025 Proxy Statement | Teladoc Health | 9 |
Director nominees
| | | Sandra L. Fenwick, 74 | | | | | | Retired Chief Executive Officer, Boston Children’s Hospital | | Independent Director since: November 2020 Committees: Nominating and Corporate Governance and 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. | | | |
Director nominees
| 10 | Teladoc Health | 2025 Proxy Statement |
Director nominees
| | | Catherine A. Jacobson, 61 | | | | | | Former Chief Executive Officer, Froedtert ThedaCare Health | | Independent Director since: February 2020 Committees: 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) •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 •Vice Chair, Vizient •Bradley University •Siebert Lutheran Foundation | | Prior directorships •Wisconsin Hospital Association (2012 to 2024) •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 •Gail L. Warden Leadership Excellence Award of the National Center for Healthcare Leadership (2024) •Modern Healthcare, Top 25 Women Leaders (2021-2022) •Modern Healthcare, 100 Most Influential People in Healthcare (2019, 2022 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. | | | |
Director nominees
| 2025 Proxy Statement | Teladoc Health | 11 |
Director nominees
| | | Thomas G. McKinley, 73 | | | | | | General Partner, Cardinal Partners | | Independent Director since: November 2009 Committees: Audit and Compensation | | | 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. | | | |
Director nominees
| | | Kenneth H. Paulus, 65 | | | | | | 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 •Gravie Health •Compliance Solutions (Chair) Prior directorships •Breg (2017 to 2024) •AllyAlign Health (2017 to 2021) •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. | | | |
Director nominees
| 12 | Teladoc Health | 2025 Proxy Statement |
Director nominees
| | | David L. Shedlarz, 76 | | | | | | 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. | | | |
Director nominees
| | | | | | | | | Mark Douglas Smith, M.D., MBA, 73 | | | | | | 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. | | | |
Director nominees
| 2025 Proxy Statement | Teladoc Health | 13 |
Director nominees
| | | | | | | | | | David B. Snow, Jr., 70 | Board Chairman | | | | | | Chairman and Chief Executive Officer, Cedar Gate Technologies | | | Independent Director since: February 2014 Chairman of the Board since: December 2014 Committees: Compensation, Nominating and Corporate Governance 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 •Fuqua School of Business Board of Visitors at Duke University (Chairman 2008-2014) 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. | | | | |
Director nominees
| 14 | Teladoc Health | 2025 Proxy Statement |
Board leadership structure
Board leadership structure Our governance framework provides the Board with the flexibility to select the appropriate leadership structure for our organization. This will be driven by our strategic business needs, as well as the particular makeup of the Board at any point in time. As a result, no policy exists requiring the combination or separation of leadership roles, and our governing documents do not mandate a particular structure. The Nominating and Corporate Governance Committee annually reviews the structure and composition of our Board and its leadership structure to assess the effectiveness specific to our current business plans and long-term strategy. Our current leadership structure consists of the Chairman of the Board, a separate Chief Executive Officer and a strong, active roster of independent directors. We believe that the cornerstone of strong corporate governance includes having a separate Chairman of the Board from our Chief Executive Officer, which allows our Chief Executive Officer to focus on managing the Company while leveraging our independent Chairman’s experience to drive accountability at the Board level and promote independent leadership of the Board. Therefore, we do not currently anticipate having the two roles filled by a single individual. As part of its evaluation whether to combine the two roles, the Board would consider, among other things, the Chief Executive Officer’s tenure and experience, the experience of our independent directors and the Board as a whole, whether or not it would improve the Board’s ability to focus on key policy and operational issues and help the Company operate in the long-term interests of our stockholders, as well as input from stockholders. Any such change would be announced to stockholders following such a determination.
Board leadership structure
| | | | Charles Divita, III | David B. Snow, Jr. | | Chief executive officer and director since June 2024 The Chief Executive Officer is responsible for setting the strategic direction of the Company and for its day-to-day leadership and management. | Independent director since February 2014 Chairman of the board since December 2014 The Chairman of the Board provides guidance to the Chief Executive Officer, directs the agenda for Board meetings and presides over meetings of the full Board. |
Board leadership structure
| 2025 Proxy Statement | Teladoc Health | 15 |
Board leadership structure
Another component of our leadership structure is the active role played by our independent directors in overseeing our strategic business objectives, both at the Board and committee levels. To promote open discussion among the independent directors concerning the business of the organization and matters concerning management, our Chairman of the Board presides over regularly scheduled executive sessions where the independent Board members meet without management present. The Chairman may also represent the Board in communications with stockholders or other key stakeholders and, along with the Nominating and Corporate Governance Committee, provide input on the design of the Board itself. Eight of our director nominees are considered independent within the meaning of the rules of the New York Stock Exchange (the “NYSE”); the only non-independent member is Charles Divita, III, our Chief Executive Officer. All members of the Audit, Compensation and Nominating and Corporate Governance Committees satisfy the applicable independence criteria of the Securities and Exchange Commission (the “SEC”) and NYSE. Our Board has determined that each member of the Audit Committee is financially literate and each of Mr. Shedlarz and Ms. Jacobson is an “audit committee financial expert” according to Item 407 of Regulation S-K promulgated by the SEC. During 2024, each of our current directors attended at least 75% of the aggregate of the total number of meetings of the full Board held during the period that he or she served as a director, and the total number of meetings held by all committees of the Board on which he or she served during the period that he or she served as a member of that committee. Directors are expected to be active and engaged in discharging their duties and to keep themselves informed about our business and operations. Each director is expected to attend the Annual Meeting. All directors at the time of the 2024 annual meeting of stockholders attended the meeting.
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 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.
Director compensation
Director compensation
Non-employee director compensation program
Non-employee director compensation program Our Board’s non-employee director compensation program is reflective of our business 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 grant 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 any applicable equity incentive plan then-maintained by us. The table below summarizes compensation provided under the program during 2024. There were no changes made to the program during the year.
Non-employee director compensation program
| Annual cash retainers | ($) | | All non-employee directors | 45,000 | | Chairman of the Board | 50,000 | | Committee chairs: | | | Audit committee | 20,000 | | Compensation committee | 20,000 | | Nominating and corporate governance committee | 10,000 | | Quality of care and patient safety committee | 10,000 | | Committee members: | | | Audit committee | 10,000 | | Compensation committee | 7,500 | | Nominating and corporate governance committee | 5,000 | | Quality of care and patient safety committee | 5,000 |
Non-employee director compensation program
| Equity-based awards | ($) | | Initial awards | 250,000 | | Annual awards | 200,000 |
Non-employee director compensation program
| 24 | Teladoc Health | 2025 Proxy Statement |
2024 Director compensation table
2024 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 2024, including amounts deferred in 2024 at such person’s election under the Deferred Compensation Plan. Mr. Divita, who is also our Chief Executive Officer, and Mr. Gorevic, who was our former Chief Executive Officer and a former director, each received no compensation for their respective service as a director. Refer to “Executive Compensation—2024 Summary Compensation Table” and the narrative description thereto on page 47 for information regarding each of Mr. Divita’s and Mr. Gorevic’s compensation from us during 2024. Additionally, Ms. Daniel ceased serving on our Board on May 23, 2024.
2024 Director compensation table
| Name | Fees earned or paid in cash ($) | Stock awards(1) ($) | Total ($) | | Karen L. Daniel | 21,758 | — | 21,758 | | J. Eric Evans | 66,099 | 199,997 | 266,096 | | Sandra L. Fenwick | 55,000 | 199,997 | 254,997 | | Catherine A. Jacobson | 58,022 | 199,997 | 258,019 | | Thomas G. McKinley | 63,489 | 199,997 | 263,486 | | Kenneth H. Paulus | 60,000 | 199,997 | 259,997 | | David L. Shedlarz | 72,500 | 199,997 | 272,497 | | Mark Douglas Smith, M.D., MBA | 60,000 | 199,997 | 259,997 | | David B. Snow, Jr. | 107,500 | 199,997 | 307,497 |
2024 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, 2024, which was filed with the SEC on February 27, 2025. 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, 2024:
2024 Director compensation table
| Name | Stock options (#) | Stock awards (#) | | Karen L. Daniel | — | — | | J. Eric Evans | — | 24,581 | | Sandra L. Fenwick | — | 17,467 | | Catherine A. Jacobson | — | 17,467 | | Thomas G. McKinley | — | 17,467 | | Kenneth H. Paulus | 14,647 | 17,467 | | David L. Shedlarz | 4,082 | 17,467 | | Mark Douglas Smith, M.D., MBA | 8,132 | 17,467 | | David B. Snow, Jr. | 33,720 | 17,467 |
2024 Director compensation table
| 26 | Teladoc Health | 2025 Proxy Statement |
Named executive officers and overview
(1)Ms. Murthy served as our acting Chief Executive Officer and Principal Financial Officer from April 5, 2024 to June 10, 2024. (2)Mr. Gorevic ceased serving as our Chief Executive Officer on April 5, 2024. (3)Mr. Kornwasser was terminated without cause from the Company effective on July 1, 2024. He remained employed by the Company as Advisor to the Chief Executive Officer until August 2, 2024. (4)Mr. Waters resigned from the Company with good reason effective on December 31, 2024, and ceased to be an executive officer on September 25, 2024. The primary objectives of our executive compensation program are to retain key executives, attract new talent, link compensation to achievement of short- and long-term business objectives and align the interests of our executives with those of our long-term stockholders. We believe our 2024 named executive officer compensation demonstrates our commitment to aligning executive pay with corporate performance.
Average of other NEOs(2)
| | 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 |
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 2024, 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 2024 raised a conflict of interest.
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. 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.
Peer group and market data
| 36 | Teladoc Health | 2025 Proxy Statement |
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 2024 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 restructured the peer group to improve alignment relative to both revenue and market cap. In connection with the realignment, the Committee considered primarily 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. The Committee also took into account feedback received from stockholders and other members of the Board. With input and advice from Aon, the Compensation Committee removed ten companies and added eight new peers to more closely align the group to our then-current revenue and market capitalization. Accordingly, based on recommendations of Aon and the additional factors described above, the Committee used the following peer group in 2024:
Peer group and market data
| •AKAMAI TECHNOLOGIES, INC. •DOCUSIGN, INC. •DROPBOX, INC. •EURONET WORLDWIDE, INC. •EVOLENT HEALTH, INC. | •MAXIMUS INC. •MEDPACE, INC. •NUTANIX, INC. •OKTA, INC. •OPENTEXT CORPORATION | •PRIVIA HEALTH GROUP, INC. •RINGCENTRAL, INC. •SPLUNK INC. •TWILIO INC. |
Peer group and market data
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. In 2024, with input and advice from Aon, the Compensation Committee updated the peer group used for 2025 compensation purposes. The Committee determined to maintain the relative market capitalization and revenue criteria described above but migrated the focus from technology companies to health care companies to more closely align with our talent and business profile.
2024 CEO transition and compensation
Mr. Divita was appointed as our Chief Executive Officer on June 10, 2024. His compensation was set forth in his negotiated offer letter and employment agreement, which provided for (i) an annual base salary of $800,000, (ii) eligibility to receive an annual bonus targeted at 100% of his annual base salary, with a bonus in respect of 2024 prorated to reflect his partial year of service, and (iii) a new-hire incentive equity award with an aggregate target value of approximately $15,000,000, which were issued on June 10, 2024 in the form of 939,849 PSUs (2/3 of his target incentive equity award) and 469,924 RSUs (1/3 of his target incentive equity award). The RSUs issued to Mr. Divita are expected to vest one-third on the first anniversary of the grant date and in eight substantially equal quarterly installments beginning on the 15-month anniversary of the grant date, in each case subject to Mr. Divita’s continued service on the applicable vesting date. The PSUs issued to Mr. Divita provide a target number of shares of our common stock that would be earned at the end of a specified performance period based on (i) our adjusted EBITDA for 2025 (“CEO EBITDA PSUs”) and (ii) our compound annual revenue growth rate during the period January 1, 2025 through December 31, 2027 (“Revenue CAGR PSUs”). Seven-twelfths of any earned CEO EBITDA PSUs would vest on March 10, 2026 and the remaining five-twelfths would vest in five substantially equal quarterly installments over the subsequent 15 months. Any earned Revenue CAGR PSUs would vest on March 1, 2028. The Compensation Committee determined to cap the target number of each of the PSUs that could be earned for performance above the maximum level at 300%. Mr. Divita is also entitled to receive a relocation benefit equal to $20,000 per month for the first 12 months.
Base salaries
Base salaries We provide a base salary as a fixed source of compensation for the named executive officers, allowing them a degree of certainty relative to the portion of their variable compensation, which consists of annual performance bonuses based on achievement of short-term goals and long-term equity awards with values that are generally tied to the price of our common stock. The Compensation Committee recognizes the importance of base salaries as an element of compensation that helps to attract and retain highly qualified executive talent. Initial base salaries of our executive officers are established through arm’s-length negotiation at the time the individual executive officer is hired, taking into account his or her qualifications, experience, comparable market data and other factors deemed appropriate by the Compensation Committee. Thereafter, the Committee generally reviews, and adjusts as necessary, base salaries for each of our executive officers, at a minimum annually. The Committee generally reviews a range of market data as a reference for executive officer cash compensation, based on the data provided by Aon. The Committee applies its best business judgment in determining the level of salary appropriate to compensate the existing named executive officers to motivate and retain them and to hire new executive officers, when and as required. Additionally, in setting base salary levels, the Compensation Committee considers a range of factors, including: •the individual’s anticipated responsibilities and experience, and cash compensation for similarly situated executives at our peer group companies •the Committee members’ collective experience and knowledge in compensating similarly situated individuals at other companies •the value of the executive officer’s existing equity awards •a general sense of internal pay equity among our executive officers
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 named executive officers are eligible to receive a cash bonus equal to a percentage of their base salary, based on several factors, such as the achievement of corporate financial goals and operational objectives approved by the Committee at the start of the year that are tied to the Company’s strategic priorities and based on the Board-approved annual operating plan. After the year is complete, the Committee assesses the overall Company performance, including the named executive officer’s individual performance and contribution to the Company’s financial goals and operational objectives and, after considering the recommendations made by the CEO (other than with respect to his own performance), the Committee determines 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 2024, 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. The target cash bonus amount for each of Ms. Bliss and Mr. Nueno was originally set at 65% of base salary, however as discussed above, in light of their expanded responsibilities the Compensation Committee increased their target bonus amounts to 75% of base salary in August 2024. None of our other named executive officers received similar increases in 2024.
Cash bonuses
| Name | Bonus target (% of base salary) | | Charles Divita, III | 100% | | Mala Murthy | 75% | | Adam C. Vandervoort | 55% | | Kelly Bliss | 75% | | Carlos Nueno | 75% | | Jason Gorevic | 120% | | Laizer Kornwasser | 100% | | Michael Waters | 75% |
Cash bonuses
For 2024, Compensation Committee determined that the overall amount of the cash bonus pool available for the Company would be determined based on the achievement of certain financial and operational metrics. The operational metrics (“OKRs”) consisted of 19 metrics that measure the Company’s operational performance across five objectives: be the partner of choice for clients; accelerate profitable growth of enrollees and utilization of the Company’s whole person care experience; deliver and demonstrate superior outcomes, with sustainable, quality, reliable care access; be the employer of choice; and meet our financial commitments for profitable growth, For competitive reasons, we do not disclose the individual OKRs, but we believe they are challenging and require substantial achievement. The portion of the annual bonus based on financial and operational metrics may range from zero to a maximum of no more than 200% of the target bonus. The Committee determined the metrics to be weighted as follows:
Cash bonuses
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Cash bonuses
Allocation of the bonus pool for employees not assigned to a specific segment would be based on overall company performance metrics. For employees in a commercial segment, including Ms. Bliss and Mr. Kornwasser, allocation of the bonus pool would be based 50% on corporate performance and 50% based on segment performance. For Mr. Nueno, allocation of the bonus pool was 100% based on our International business unit performance. The portion based on segment performance was based on segment revenue, segment bonus margin, and in the case of our Integrated Care segment, bookings. The targets for the corporate financial performance measures shown below were above the high point of the full year outlook we provided in February 2024. In 2025, the Compensation Committee determined that these corporate performance goals for 2024 had been achieved as described below:
Cash bonuses
| Metric ($ millions) | Threshold | Target | Maximum | 2024 Performance | Achievement | | Revenue | $2,602 | $2,766 | $2,930 | $2,570 | 0% | | Adjusted EBITDA (excluding bonus)(1) | $390 | $462 | $538 | $337 | 0% | | OKRs | | | | | 66% |
Cash bonuses
(1)Adjusted EBITDA consists of net loss before provision for income taxes; other expense (income), net; interest income; interest expense; depreciation of property and equipment; amortization of intangible assets; restructuring costs; acquisition, integration, and transformation cost; goodwill impairment; and stock-based compensation. For compensation purposes, adjusted EBITDA also excludes cash bonus amounts accrued. 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 target performance levels for adjusted EBITDA for purposes of the 2024 bonus, the Compensation Committee included certain pre-established adjustments to adjusted EBITDA for costs related to the 2024 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. The performance described above would have resulted in an achievement of 18% of target. However, in determining achievement of the bonus pool for 2024, the Compensation Committee considered the changes to our operating structure and senior leadership turnover implemented by Mr. Divita following his appointment, as well as the expanded responsibilities of each of our continuing named executive officers. The Committee noted that the business unit structure implemented in the second half of 2024 was not contemplated in the annual bonus plan and that the payout contemplated by the plan primarily used corporate-level performance that no longer aligned with our operating structure. The Committee also considered that no shares would be earned under the long-term incentive awards granted in prior years with performance periods ending in 2024, which would further increase retention risk. Given those challenges, the Committee determined to approximate performance under the now-established business unit structure to determine bonus amounts for 2024 and the considerations described above. Nevertheless, the 2024 bonus pool was approximately half of the bonus pool achieved in 2023, reflecting the lower performance in 2024. For each named executive officer, the Committee also took into account each executive officer’s performance, significant contributions to Teladoc Health’s results in 2024 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. The bonus amount for Mr. Divita was prorated to reflect his partial year of service and was determined based on the Compensation Committee’s assessment of certain key objectives that were set forth in his offer letter at the time of his hiring in June 2024, which are not disclosed due to competitive reasons.
Cash bonuses
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Cash bonuses
Based on the foregoing considerations, in 2025, the Committee determined to pay the bonuses set forth below to each of our named executive officers.
Cash bonuses
| Name | Bonus target (% of base salary) | 2024 Cash bonus (% of target amount) | 2024 Cash bonus ($) | | Charles Divita, III(1) | 100% | 100.0% | 448,087 | | Mala Murthy(2) | 75% | 45.2% | 220,000 | | Adam C. Vandervoort | 55% | 44.5% | 115,000 | | Kelly Bliss | 75% | 50.7% | 190,000 | | Carlos Nueno(3) | 75% | 100.0% | 410,878 | | Jason Gorevic(4) | 120% | 43.5% | 108,690 | | Laizer Kornwasser(5) | 100% | —% | — | | Michael Waters(6) | 75% | 43.5% | 158,231 |
Cash bonuses
(1)Mr. Divita’s annual bonus reflects a prorated amount based on his start date of June 10, 2024. (2)Ms. Murthy’s bonus was prorated to reflect her time as acting CEO, during which her bonus target was increased to 120%. (3)Mr. Nueno is paid in euros (2024 cash bonus of €379,715), which have been converted to U.S. dollars using the 2024 monthly average exchange rate of $1.082070 to €1.0. (4)Mr. Gorevic ceased serving as the Company’s CEO on April 5, 2024, and pursuant to his employment agreement received a prorated bonus. (5)Mr. Kornwasser was terminated without cause as the Company’s President, Enterprise Growth and Global Markets effective on July 1, 2024. (6)Mr. Waters resigned from the Company with good reason effective on December 31, 2024, and received his 2024 annual bonus pursuant to his separation agreement. In connection with the departure of Mr. Gorevic as CEO, the Compensation Committee also determined that it was critical to retain certain other members of our senior leadership to ensure continuity of leadership while our the search for a new CEO was ongoing and was onboarded. Accordingly, on April 26, 2024, the Company entered into a Retention Bonus Agreement with each of Messrs. Vandervoort and Nueno and Ms. Bliss, pursuant to which he or she received a retention bonus equal to $94,000, $97,527 and $90,600, respectively (Mr. Nueno is paid in euros, which have been converted to U.S. dollars using the 2024 monthly average exchange rate of $1.082070 to €1.0). The one-time retention bonuses are subject to each of Mr. Vandervoort’s, Mr. Nueno’s and Ms. Bliss’s respective continued employment with the Company through April 26, 2025 (the “Retention Period”). If such individual’s employment with the Company is terminated during the Retention Period (i) by the Company for “Cause” (as defined in their respective employment agreement) or (ii) by him or her in connection with an event or condition that does not constitute “Good Reason” (as defined in their respective employment agreement), he or she will be required to repay the full amount of the retention bonus to the Company.
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 adjust 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”).
Equity awards
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Equity awards
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. 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 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 his own awards), the Committee made grants of equity-based awards to each of our then-serving named executive officers in March 2024. 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, 50% of the PSUs granted in 2024 focus on long-term metrics. In determining the PSU metrics, the Compensation Committee took into account the difficulty in forecasting meaningful targets too far into the future, as well as the importance for the business to achieve strategic and financial priorities in the mid-term. The vesting of the PSUs are spread across three years in order to incentivize executives for performance in both the short-term and long-term. The Compensation Committee determined to emphasize long-term revenue growth by focusing 50% of the target PSUs on revenue in 2025, up from 40% of the target PSUs granted in the prior year’s grants. The grants of PSUs made in 2024 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 2024 achieved its target (“EBITDA PSUs”) •10% of the target number of shares would be earned if our free cash flow for 2024 achieved its target (“FCF PSUs”) •50% of the target number of shares would be earned if our revenue for 2025 achieved its target (“Revenue PSUs”) The Compensation Committee determined to cap the target number of each of the PSUs that could be earned for performance above the maximum level at 200%. One-third of any earned EBITDA PSUs or FCF PSUs would have vested on March 19, 2025 and the remaining two-thirds would have vested in eight substantially equal quarterly installments over the subsequent two years beginning on June 1, 2025 for retention. Two-thirds of any earned Revenue PSUs would vest on March 1, 2026 and the remaining one-third would vest in four substantially equal quarterly installments over the subsequent year for added retention. Because the performance period for the Revenue PSUs has 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, but we believe they are challenging and require substantial achievement. We intend to disclose such levels following the conclusion of the applicable performance period.
Equity awards
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Equity awards
The Compensation Committee determined to use revenue targets for both the annual cash bonuses as well as the PSU awards in order to emphasize our top-line growth. However, the annual cash bonuses were based on 2024 revenue while the PSUs are based on 2025 revenue to encourage both short- and long-term performance. The Committee also 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 2024 annual operating plan and is above the high point of the full year outlook we provided in February 2024, and unlike the adjusted EBITDA target for the 2024 cash bonus, is not adjusted for bonus costs. The free cash flow target was likewise based on our 2024 annual operating plan and is above the high point of the full year outlook we provided for 2024. Further, the Committee determined to use a one-year performance period for adjusted EBITDA and free cash flow to align executive compensation with our focus on profitability and cash flow generation in the near term, whereas the Revenue PSUs emphasize longer-term performance. Despite the performance periods for these awards, the earned PSUs do not fully vest for three years, which we believe encourages our named executive officers to continue to maximize stockholder value. In 2024, the Committee determined that both adjusted EBITDA and free cash flow performance fell short of our threshold goals, and as a result no EBITDA PSUs or FCF PSUs were earned as described below:
Equity awards
| Metric ($ millions) | Threshold | Target | Maximum | Performance | Achievement | | 2024 Adjusted EBITDA(1) | $328 | $395 | $462 | $311 | 0% | | 2024 Free cash flow(1) | $193 | $255 | $317 | $170 | 0% |
Equity awards
(1) For a full reconciliation of (i) net loss, the most directly comparable GAAP financial measure, to adjusted EBITDA and (ii) net cash provided by operating activities, the most directly comparable GAAP financial measure, to free cash flow, please see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. In 2023, the Compensation Committee made grants of PSUs to our named executive officers for which 40% of the target number of PSUs would be earned at the end of a performance period ending December 31, 2024, if our revenue achieved its target (“2023 Revenue PSUs”). Two-thirds of any earned 2023 Revenue PSUs would have vested on March 1, 2025 and the remaining one-third would have vested in four substantially equal quarterly installments over the subsequent year. In 2025, the Committee determined that performance fell short of our threshold goal, and as a result no 2023 Revenue PSUs were earned as described below:
Equity awards
| PSUs ($ millions) | Threshold | Target | Maximum | Performance | Achievement | | 2023 Revenue PSUs | $2,725 | $2,868 | $3,011 | $2,570 | 0% |
Equity awards
Additionally, in 2022, the Compensation Committee made grants of PSUs to our named executive officers for which 40% of the target number of PSUs would be earned at the end of a performance period ending December 31, 2024, if our adjusted EBITDA margin achieved its target (“2022 AEBITDA Margin PSUs”). Any earned 2022 AEBITDA Margin PSUs would have vested on March 1, 2025 . In 2025, the Committee determined that performance fell short of our threshold goal, and as a result no 2022 AEBITDA Margin PSUs were earned as described below:
Equity awards
| PSUs | Threshold | Target | Maximum | Performance | Achievement | | 2022 AEBITDA Margin PSUs | 14.75% | 15.75% | 16.75% | 12.09% | 0% |
Equity awards
As a result of the achievement described above, no PSUs were earned by any of our named executive officers in 2024, demonstrating the rigor of the performance goals set by the Compensation Committee and the alignment of our pay-for-performance philosophy. As described above, in connection with his appointment as Chief Executive Officer in June 2024, the Compensation Committee granted Mr. Divita 939,849 PSUs and 469,924 RSUs. The RSUs granted to Mr. Divita vest in accordance with the three-year new-hire vesting schedule then in effect as described above. The PSUs granted to Mr. Divita provide a target number of CEO EBITDA PSUs based on 2025 adjusted EBITDA and Revenue CAGR PSUs with a three-year performance period. Seven-twelfths of any earned CEO EBITDA PSUs would vest on March 10, 2026 and the remaining five-twelfths would vest in five substantially equal quarterly installments over the subsequent 15 months. Any earned Revenue CAGR PSUs would vest on March 1, 2028.
Equity awards
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Equity awards
The table below sets forth the RSUs and target number of PSUs granted to our named executive officers during 2024. 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 2024.
Equity awards
| Name | Number of RSUs granted in 2024 | Target number of PSUs granted in 2024 | | Charles Divita, III | 469,924 | 939,849 | | Mala Murthy(1) | 148,757 | 148,757 | | Adam C. Vandervoort | 64,200 | 64,200 | | Kelly Bliss | 58,300 | 58,300 | | Carlos Nueno | 54,675 | 54,675 | | Jason Gorevic | 197,728 | 197,728 | | Laizer Kornwasser | 102,100 | 102,100 | | Michael Waters | 87,500 | 87,500 |
Equity awards
(1) Amount includes additional 37,957 RSUs and 37,957 PSUs that Ms. Murthy was granted in connection with her appointment as acting Chief Executive Officer and Principal Financial Officer, on April 5, 2024, that will generally vest on the same schedule as her 2024 annual equity refresh grant as described above. 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.”
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.”
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.
2024 Summary compensation table
2024 Summary compensation table
2024 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 ($) | Total ($) | | Charles Divita, III Chief executive officer | 2024 | 450,000 | — | 15,028,180 | — | 448,087 | 135,000(3) | 16,061,267 | | Mala Murthy* Chief financial officer | 2024 | 566,252 | — | 4,430,642 | — | 220,000 | 13,800(4) | 5,230,694 | | | 2023 | 516,667 | — | 4,999,975 | — | 415,000 | 13,200 | 5,944,842 | | | 2022 | 493,333 | — | 6,799,959 | 2,399,973 | 243,800 | 12,200 | 9,949,265 | | Adam C. Vandervoort Chief legal officer and secretary | 2024 | 466,667 | 94,000(5) | 1,929,852 | — | 130,000 | 13,800(4) | 2,634,319 | | | 2023 | 446,667 | — | 2,849,978 | — | 226,000 | 13,200 | 3,535,845 | | | 2022 | 425,000 | — | 3,349,988 | 1,339,995 | 153,700 | 12,200 | 5,280,883 | | Kelly Bliss President, U.S. group health | 2024 | 467,841 | 90,600(5) | 1,752,498 | — | 190,000 | 13,800(4) | 2,514,739 | | Carlos Nueno President, international | 2024 | 502,214 | 97,527(5) | 1,643,530 | — | 410,878 | 84,989(6) | 2,739,138 | | Jason Gorevic Former chief executive officer | 2024 | 211,318 | — | 5,943,704 | — | 108,690 | 3,102,564(7) | 9,366,276 | | | 2023 | 764,167 | — | 10,000,006 | — | 836,363 | 13,200 | 11,613,736 | | | 2022 | 695,833 | — | 10,000,020 | — | 168,000 | 12,200 | 10,876,053 | | Laizer Kornwasser Former president, enterprise growth and global markets | 2024 | 301,818 | — | 3,069,126 | — | — | 598,603(8) | 3,969,547 | | | 2023 | 500,000 | — | 4,499,980 | — | 465,000 | — | 5,464,980 | | | 2022 | 94,697 | 550,000(9) | 6,999,992 | — | 500,000 | — | 8,144,689 | | Michael Waters Former chief operating officer | 2024 | 482,500 | — | 2,630,251 | — | 158,231 | 946,879(10) | 4,217,861 | | | 2023 | 470,000 | — | 4,000,012 | — | 320,000 | 7,833 | 4,797,845 | | | 2022 | 205,625 | 775,000(9) | 5,000,013 | — | 352,500 | — | 6,333,138 |
2024 Summary compensation table
* Ms. Murthy served as our acting Chief Executive Officer and Principal Financial Officer from April 5, 2024 to June 10, 2024. (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, 2024, which was filed with the SEC on February 27, 2025. The maximum possible value of the PSUs granted in 2024, based on the closing price per share of our common stock on the date they were granted, was as follows:
2024 Summary compensation table
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2024 Summary compensation table
| Name | Maximum possible value of the 2024 PSUS ($) | | Charles Divita, III | 30,056,370 | | Mala Murthy | 4,430,641 | | Adam C. Vandervoort | 1,929,852 | | Kelly Bliss | 1,752,498 | | Carlos Nueno | 1,643,531 | | Jason Gorevic | 5,943,703 | | Laizer Kornwasser | 3,069,126 | | Michael Waters | 2,630,250 |
2024 Summary compensation table
For additional information regarding the stock-based awards granted to the named executive officers in 2024, refer to the “2024 Grants of Plan-Based Awards Table.” (2)Amounts listed were earned under our annual cash incentive program. (3)Represents relocation benefit received in connection with Mr. Divita’s commencement of employment for the first 12 months of his employment. (4)Represents company matching contributions to the named executive officer’s 401(k) plan account. (5)Represents one-time retention bonus received on April 26, 2024. (6)Amount shown represents $16,200 in social security benefit, $6,704 in health insurance premiums, $15,488 in life insurance premiums, $13,556 in company car usage, a $2,880 meal allowance and $30,160 in tax gross ups. The Company agreed to provide Mr. Nueno with the foregoing benefits pursuant to Mr. Nueno’s employment agreement with the Company dated May 31, 2018, in connection with the Company’s acquisition of Advanced Medical. Mr. Nueno is paid in euros, which have been converted to U.S. dollars using the 2024 monthly average exchange rate of $1.082070 to €1.0. (7)Represents $584,849 in severance paid to Mr. Gorevic and $2,503,915 in equity accelerated, in each case upon his termination in accordance with his employment agreement, as well as $13,800 in company matching contributions to his 401(k) plan account. (8)Represents $128,750 in severance paid to Mr. Kornwasser and $469,853 in equity accelerated, in each case upon his termination in accordance with his employment agreement, (9)Represents one-time signing bonus received upon commencement of employment. (10)Represents $933,079 in equity accelerated upon Mr. Waters’ termination in accordance with his employment agreement, as well as $13,800 in company matching contributions to his 401(k) plan account.
2024 Summary compensation table
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2024 Grants of plan-based awards table
2024 Grants of plan-based awards table
2024 Grants of plan-based awards table
| | | | Estimated future payouts under non-equity incentive plan awards (3) | | | Estimated future payouts under equity incentive plan awards(4) | | | All other stock awards: number of shares of stock or units (#) | All other option awards: number of securities underlying options (#) | Exercise or base price of option awards ($/sh) | Grant date fair value of stock and option awards ($)(5) | | Name | Incentive plan(1) | Grant date(2) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Charles Divita, III | 2023 Employment inducement incentive award Plan | 6/10/2024(6) | | | | — | 939,849 | 2,819,547 | | | | 10,018,790 | | | 2023 Employment inducement incentive award plan | 6/10/2024(7) | | | | | | | 469,924 | | | 5,009,390 | | | Bonus program | — | — | 448,087 | 896,174 | | | | | | | | | Mala Murthy | 2023 Incentive award plan | 3/19/2024(6) | | | | — | 110,800 | 221,600 | | | | 1,665,324 | | | 2023 Incentive award plan | 3/19/2024(7) | | | | | | | 110,800 | | | 1,665,324 | | | 2023 Incentive award plan | 4/5/2024(6) | | | | — | 37,957 | 75,914 | | | | 549,997 | | | 2023 Incentive award plan | 4/5/2024(7) | | | | | | | 37,957 | | | 549,997 | | | Bonus program | — | — | 486,885 | 973,770 | | | | | | | | | Adam C. Vandervoort | 2023 Incentive award plan | 3/19/2024(6) | | | | — | 64,200 | 128,400 | | | | 964,926 | | | 2023 Incentive award plan | 3/19/2024(7) | | | | | | | 64,200 | | | 964,926 | | | Bonus program | — | — | 258,500 | 517,000 | | | | | | | | | Kelly Bliss | 2023 Incentive award plan | 3/19/2024(6) | | | | — | 58,300 | 116,600 | | | | 876,249 | | | 2023 Incentive award plan | 3/19/2024(7) | | | | | | | 58,300 | | | 876,249 | | | Bonus program | — | — | 375,000 | 750,000 | | | | | | | | | Carlos Nueno | 2023 Incentive award plan | 3/19/2024(6) | | | | — | 54,675 | 109,350 | | | | 821,765 | | | 2023 Incentive award plan | 3/19/2024(7) | | | | | | | 54,675 | | | 821,765 | | | Bonus program | —(8) | — | 410,878 | 821,756 | | | | | | | | | Jason Gorevic | 2023 Incentive award plan | 3/19/2024(6) | | | | — | 197,728 | 395,456 | | | | 2,971,852 | | | 2023 Incentive award plan | 3/19/2024(7) | | | | | | | 197,728 | | | 2,971,852 | | | Bonus program | — | — | 960,000 | 1,920,000 | | | | | | | |
2024 Grants of plan-based awards table
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2024 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 (#) | | | | | | Laizer Kornwasser | 2023 Incentive award plan | 3/19/2024(6) | | | | — | 102,100 | 204,200 | | | | 1,534,563 | | | 2023 Incentive award plan | 3/19/2024(7) | | | | | | | 102,100 | | | 1,534,563 | | | Bonus program | — | — | 515,000 | 1,030,000 | | | | | | | | | Michael Waters | 2023 Incentive award plan | 3/19/2024(6) | | | | — | 87,500 | 175,000 | | | | 1,315,125 | | | 2023 Incentive award plan | 3/19/2024(7) | | | | | | | 87,500 | | | 1,315,125 | | | Bonus program | — | — | 363,750 | 727,500 | | | | | | | |
2024 Grants of plan-based awards table
(1)The award was granted under the 2023 Incentive Award Plan or our annual cash bonus program, as indicated in this column. (2)Awards granted on March 19, 2024 were approved on March 15, 2024. The awards granted to Mr. Divita on June 10, 2024 were approved on June 8, 2024. The additional awards granted to Ms. Murthy on April 5, 2024 were approved on April 4, 2024. (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. The bonus amount shown for Mr. Divita is prorated to reflect his partial year of service. (4)The PSUs granted in 2024 may range from zero to a maximum of no more than 200% (other than awards granted to Mr. Divita, which may range from zero to a maximum of no more than 300%) of the target number of shares. (5)Amounts in this column reflect the aggregate grant date fair value of awards granted during 2024 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, 2024, which was filed with the SEC on February 27, 2025. (6)The PSU award granted to Mr. Divita is earned based on our attainment of compound annual revenue growth rate and adjusted EBITDA targets. To the extent earned, (i) seven-twelfths of any earned CEO EBITDA PSUs would vest on March 10, 2026 and the remaining five-twelfths would vest in five substantially equal quarterly installments over the subsequent 15 months, and (ii) any earned Revenue CAGR PSUs would vest on March 1, 2028, 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.” The PSU award granted to each of our other named executive officers is earned based on our attainment of adjusted EBITDA, free cash flow, and revenue targets. To the extent earned, (i) the EBITDA PSUs and the FCF PSUs would each vest as to one-third of any earned PSUs on March 19, 2025 (or April 5, 2025 in the case of the PSU grant to Ms. Murthy on April 5, 2024) and as to the remaining two-thirds in eight substantially equal quarterly installments beginning on June 1, 2025 and (ii) the Revenue PSUs would vest as to two-thirds of any earned PSUs on March 1, 2026 and as to the remaining one-third in four substantially equal quarterly installments over the subsequent year, 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 granted to Mr. Divita vests as to one-third on the first anniversary of the grant date, and the remaining two-thirds in eight substantially equal quarterly installments thereafter, while the RSU awards granted to our other named executive officers vest as to one-third on March 19, 2025 (or April 5, 2025 in the case of the RSU grant to Ms. Murthy on April 5, 2024) and the remaining two-thirds in eight substantially equal quarterly installments beginning on June 1, 2025, in each case 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)Mr. Nueno is paid in euros (2024 cash bonus of €379,715), which have been converted to U.S. dollars using the 2024 monthly average exchange rate of $1.082070 to €1.0.
2024 Grants of plan-based awards table
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2024 Outstanding equity awards at fiscal year-end table
2024 Outstanding equity awards at fiscal year-end table
2024 Outstanding equity awards at fiscal year-end table
| | | Option awards | | | | Stock awards | | | | | Name | Grant date | Number of securities underlying unexercised options exercisable | Number of securities underlying unexercised options unexercisable | Option exercise price ($) | 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 ($) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) | | Charles Divita, III | 6/10/2024(1) | | | | | 469,924 | 4,271,609 | — | — | | | 6/10/2024(2) | | | | | — | — | 704,887 | 6,407,423 | | | 6/10/2024(3) | | | | | — | — | 234,962 | 2,135,805 | | Mala Murthy | 4/5/2024(4) | | | | | 37,957 | 345,029 | — | — | | | 4/5/2024(5) | | | | | — | — | 18,978 | 172,510 | | | 4/5/2024(6) | | | | | 18,979 | 172,519 | — | — | | | 3/19/2024(4) | | | | | 110,800 | 1,007,172 | — | — | | | 3/19/2024(5) | | | | | — | — | 55,400 | 503,586 | | | 3/19/2024(6) | | | | | 55,400 | 503,586 | — | — | | | 3/3/2023(7) | | | | | 38,754 | 352,274 | — | — | | | 3/3/2023(8) | | | | | — | — | 18,601 | 169,083 | | | 3/3/2023(9) | | | | | 37,202 | 338,166 | — | — | | | 3/3/2023(10) | | | | | 13,208 | 120,061 | — | — | | | 6/1/2022(11) | | | | | 4,088 | 37,160 | — | — | | | 6/1/2022(12) | 117,562 | 23,514 | 32.62 | 5/31/2032 | | | | | | | 3/1/2022(11) | | | | | 3,369 | 30,624 | — | — | | | 3/1/2022(13) | | | | | 4,043 | 36,751 | — | — | | | 6/24/2019(14) | 36,882 | — | 62.75 | 6/24/2019 | | | | | | Adam C. Vandervoort | 3/19/2024(4) | | | | | 64,200 | 583,578 | — | — | | | 3/19/2024(5) | | | | | — | — | 32,100 | 291,789 | | | 3/19/2024(6) | | | | | 32,100 | 291,789 | — | — | | | 3/3/2023(7) | | | | | 22,090 | 200,798 | — | — | | | 3/3/2023(8) | | | | | — | — | 10,603 | 96,381 | | | 3/3/2023(9) | | | | | 21,205 | 192,753 | — | — | | | 3/3/2023(10) | | | | | 7,530 | 68,448 | — | — | | | 6/1/2022(12) | 65,639 | 13,129 | 32.62 | 5/31/2032 | | | | | | | 3/1/2022(11) | | | | | 1,881 | 17,098 | — | — | | | 3/1/2022(13) | | | | | 2,257 | 20,516 | — | — | | | 3/1/2018(14) | 14,058 | — | 38.55 | 3/1/2028 | | | | |
2024 Outstanding equity awards at fiscal year-end table
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2024 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 ($) | | Kelly Bliss | 3/19/2024(4) | | | | | 58,300 | 529,947 | — | — | | | 3/19/2024(5) | | | | | — | — | 29,150 | 264,974 | | | 3/19/2024(6) | | | | | 29,150 | 264,974 | — | — | | | 3/3/2023(7) | | | | | 17,440 | 158,530 | — | — | | | 3/3/2023(8) | | | | | — | — | 8,371 | 76,092 | | | 3/3/2023(9) | | | | | 16,741 | 152,176 | — | — | | | 3/3/2023(10) | | | | | 5,942 | 54,013 | — | — | | | 6/1/2022(12) | 48,984 | 9,798 | 32.62 | 5/31/2032 | | | | | | | 3/1/2022(11) | | | | | 1,404 | 12,762 | — | — | | | 3/1/2022(13) | | | | | 1,685 | 15,317 | — | — | | Carlos Nueno | 3/19/2024(4) | | | | | 54,675 | 496,996 | — | — | | | 3/19/2024(5) | | | | | — | — | 27,337 | 248,493 | | | 3/19/2024(6) | | | | | 27,338 | 248,502 | — | — | | | 3/3/2023(7) | | | | | 15,502 | 140,913 | — | — | | | 3/3/2023(8) | | | | | — | — | 7,440 | 67,630 | | | 3/3/2023(9) | | | | | 14,881 | 135,268 | — | — | | | 3/3/2023(10) | | | | | 5,285 | 48,041 | — | — | | | 6/1/2022(12) | 39,183 | 7,842 | 32.62 | 5/31/2032 | | | | | | | 3/1/2022(11) | | | | | 1,123 | 10,208 | — | — | | | 3/1/2022(13) | | | | | 1,348 | 12,253 | — | — | | Jason Gorevic | 3/19/2024(6) | | | | | 32,954 | 299,552 | — | — | | | 3/3/2023(9) | | | | | 49,603 | 450,891 | — | — | | | 3/1/2022(13) | | | | | 6,738 | 61,248 | — | — | | | 3/3/2017(14) | 400,016 | — | 22.30 | 4/5/2025 | | | | | | Michael Waters | 3/19/2024(4) | | | | | 87,500 | 795,375 | — | — | | | 3/19/2024(5) | | | | | — | — | 43,750 | 397,688 | | | 3/19/2024(6) | | | | | 43,750 | 397,688 | — | — | | | 3/3/2023(7) | | | | | 31,004 | 281,826 | — | — | | | 3/3/2023(8) | | | | | — | — | 14,881 | 135,268 | | | 3/3/2023(9) | | | | | 29,762 | 270,537 | — | — | | | 3/3/2023(10) | | | | | 10,566 | 96,045 | — | — | | | 8/1/2022(11) | | | | | 33,960 | 308,696 | — | — |
2024 Outstanding equity awards at fiscal year-end table
(1)One-third of the RSU award vests on June 10, 2025, 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 compound annual revenue growth rate target during 2025-2027 and, to the extent earned, vests on March 1, 2028, 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.”
2024 Outstanding equity awards at fiscal year-end table
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2024 Outstanding equity awards at fiscal year-end table
(3) The PSU award is earned based on our attainment of a 2025 adjusted EBITDA target and, to the extent earned, vests as to seven-twelfths of any earned PSUs on March 10, 2026 and as to the remaining five-twelfths in five substantially equal quarterly installments over the subsequent 15 months, 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)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 beginning on June 1, 2025, 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)The PSU award is earned based on our attainment of a 2025 revenue target and, to the extent earned, vests as to two-thirds of any earned PSUs on March 1, 2026 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.” (6)The PSU award would have been earned based on our attainment of 2024 adjusted EBITDA and free cash flow targets and would have vested as to one-third of any earned PSUs on March 19, 2025 (or April 5, 2025 in the case of the PSU grant to Ms. Murthy on April 5, 2024) and as to the remaining two-thirds in substantially equal quarterly installments beginning on June 1, 2025, 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 number of PSUs that may have actually been earned under this award ranged from between 0% and 200% of the target number of shares. Subsequent to December 31, 2024, the Committee determined that no such PSUs were earned. (7)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.” (8)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. (9)The PSU award would have been earned based on our attainment of a 2024 revenue target and would have vested 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.” The number of PSUs that may have actually been earned under this award ranged from between 0% and 200% of the target number of shares. Subsequent to December 31, 2024, the Committee determined that no such PSUs were earned. (10)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.” (11)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.” (12)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.” (13)The PSU award would have been earned based on our attainment of an adjusted EBITDA margin target over a three-year performance period ending on December 31, 2024 and would have vested on March 1, 2025, 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 number of PSUs that may have actually been earned under this award ranged from between 25% and 200% of the target number of shares. Subsequent to December 31, 2024, the Committee determined that no such PSUs were earned. (14)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.”
2024 Outstanding equity awards at fiscal year-end table
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2024 Option exercises and stock vested table
2024 Option exercises and stock vested table
2024 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 ($) | | Charles Divita, III | — | — | — | — | | Mala Murthy | — | — | 99,701 | 1,264,619 | | Adam C. Vandervoort | — | — | 53,072 | 682,075 | | Kelly Bliss | — | — | 43,433 | 546,509 | | Carlos Nueno | — | — | 36,038 | 463,444 | | Jason Gorevic | 200,000 | 203,600 | 276,595 | 3,836,793 | | Laizer Kornwasser | — | — | 166,456 | 2,013,987 | | Michael Waters | — | — | 206,118 | 2,255,559 |
2024 Pension benefits
2024 Pension benefits None of our named executive officers participated in any defined benefit pension plans in 2024.
2024 Nonqualified deferred compensation
2024 Nonqualified deferred compensation None of our named executive officers participated in any non-qualified deferred compensation plans in 2024.
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.
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, 2024, for various scenarios involving a change in control or termination of employment, assuming a December 31, 2024, termination or transaction date and, where applicable, using the closing price of our common stock of $9.09 (as reported on the NYSE as of December 31, 2024).
Quantification of potential payments upon termination or a change in control
| | Form of payment | | | | | Name/Triggering event | Cash severance ($)(1) | Benefit continuation ($) | Equity awards ($)(2) | Total ($) | | Charles Divita, III | | | | | | Involuntary termination(3) | 1,648,087 | — | 10,679,021 | 12,327,108 | | Change in control(4) | — | — | 7,653,307 | 7,653,307 | | Termination in connection with change in control(5) | 3,248,087 | — | 12,814,832 | 16,062,919 | | Mala Murthy | | | | | | Involuntary termination(6) | 12,025,383 | 23,696 | 2,272,653 | 14,321,732 | | Change in control(7) | — | — | 662,073 | 662,073 | | Termination in connection with change in control(8) | 12,422,883 | 23,696 | 2,779,776 | 15,226,355 | | Adam C. Vandervoort | | | | | | Involuntary termination(6) | 470,000 | 37,366 | 572,880 | 1,080,246 | | Change in control(7) | — | — | 314,993 | 314,993 | | Termination in connection with change in control(8) | 858,500 | 37,366 | 1,282,192 | 2,178,058 | | Kelly Bliss | | | | | | Involuntary termination(6) | 500,000 | 37,266 | 491,941 | 1,029,207 | | Change in control(7) | — | — | 271,761 | 271,761 | | Termination in connection with change in control(8) | 781,250 | 37,266 | 1,115,340 | 1,933,856 | | Carlos Nueno | | | | | | Involuntary termination(9) | 811,553 | 57,944 | 451,236 | 1,320,732 | | Change in control(7) | — | — | 250,194 | 250,194 | | Termination in connection with change in control(10) | 1,115,885 | 57,944 | 1,029,187 | 2,203,015 |
Quantification of potential payments upon termination or a change in control
(1)Because this table assumes the given event occurred on December 31, 2024, the amounts shown in this column reflect the full 2024 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 $9.09 of our common stock on December 31, 2024, 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 $9.09 of our common stock on December 31, 2024, multiplied by the number of unvested shares that vest upon the given event. (3)Under Mr. Divita’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 is entitled to receive: (i) 18 months of continued base salary; (ii) a pro rata portion of the bonus he would have earned for the year of termination; (iii) any earned but unpaid bonus for the year prior to the year of termination; (iv) up to 18 months of premiums for continued health insurance premiums, if elected; 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, provided that in the case of performance-based awards granted on June 10, 2024, the accelerated equity vesting described in this clause (v) will be calculated as if such performance conditions are deemed satisfied at target level.
Quantification of potential payments upon termination or a change in control
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Quantification of potential payments upon termination or a change in control
(4)The grants of PSUs made to Mr. Divita in connection with his appointment as CEO provide that, if a change in control occurs on or prior to the last day of the applicable performance period, the 2025 EBITDA PSUs will be earned at target and the Revenue CAGR PSUs will be earned at the level that is the greater of (i) 100% of the target number of PSUs and (ii) to the extent we have completed at least one full fiscal year in the applicable performance period, the sum of the number of earned PSUs using our actual performance based on our results for the then-most recently completed full year. Seven-twelfths of the earned 2025 EBITDA PSUs would vest on the change in control date and the remaining five-twelfths would vest in substantially equal quarterly installments over the subsequent 15 months. All of the earned Revenue CAGR PSUs would vest on the change in control date. The amounts shown in this row for PSUs reflect vesting of the target number of the 2025 EBITDA PSUs and the Revenue CAGR PSUs. (5)Under Mr. Divita’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. Divita is entitled to receive: (i) a lump-sum payment equal to 100% of his base salary plus target bonus opportunity; (ii) 18 months of continued base salary; (iii) a pro rata portion of the bonus he would have earned for the year of termination; (iv) any earned but unpaid bonus for the year prior to the year of termination; (v) up to 18 months of continued health insurance premiums, if elected; and (vi) all of his unvested equity and equity-based awards subject to service-based vesting will immediately and fully vest and any performance-based awards will remain eligible to vest to the extent the performance conditions are thereafter satisfied, provided that in the case of performance-based awards granted on June 10, 2024, the accelerated equity vesting described in this clause (vi) will be calculated as if such performance conditions are deemed satisfied at target level. The amount shown in this row for PSUs reflects vesting of the target number of 2025 EBITDA PSUs and Revenue CAGR PSUs. (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 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 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 (for Ms. Murthy) or 12 months (for Mr. Vandervoort or Ms. Bliss) 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 (for Ms. Murthy) or 12-month period (for Mr. Vandervoort or Ms. Bliss). Additionally, if Ms. Murthy is terminated by us without cause or she resigns for good reason during the period between June 10, 2024 and the Target Date, subject to her timely executing a release of claims in our favor, she is entitled to receive the following in addition to the severance benefits described above: (a) a lump-sum cash payment equal to the sum of: (i) the base salary she would have received between her termination and the Target Date, (ii) an amount equal to two (2) times her target annual bonus, prorated to reflect the time between her termination and the Target Date, (iii) an amount equal to two (2) times her annual equity grant, prorated to reflect the time between her termination and the Target Date, and (iv) an amount equal to her premiums for continued medical, dental or vision coverage prorated to reflect the time between her termination and the Target Date; (b) tolling of the exercise date of her vested stock options to 90 days after her termination and (c) accelerated vesting of her time-based equity awards that were scheduled to vest in the time between her termination and the Target Date and continued eligibility to vest in awards subject to performance-based vesting conditions if and to the extent such performance conditions are satisfied during such period. The amount shown does not include 23,514, 13,129 and 9,798 options for which the exercise price exceeded the market price of our common stock for Ms. Murthy, Mr. Vandervoort and Ms. Bliss, respectively. (7)The grants of PSUs made to the named executive officers other than Mr. Divita 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 and earned FCF PSUs would have vested on the change in control date and the remaining two-thirds would have vested in substantially equal quarterly installments over the two-year period following the change in control date. Two-thirds of the earned Revenue PSUs would vest on the change in control date and the remaining one-third would vest in substantially equal quarterly installments over the one-year period following the change in control date. In 2023, the Compensation Committee granted PSUs to our then-serving named executive officers that would be earned if our revenue over a performance period ending in 2024 achieved its target (“2023 Revenue PSUs”) and if our net income over a performance period ending in 2025 achieved its target (“2023 Net Income PSUs”). Two-thirds of the earned 2023 Revenue PSUs would have vested on the change in control date and the remaining one-third would have vested in substantially equal quarterly installments over the one-year period following the change in control date. All of the earned Net Income PSUs would 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 would be earned, otherwise no Net Income PSUs would be earned. In 2022, the Compensation Committee granted PSUs to our then-serving named executive officers that would have been earned if our adjusted EBITDA margin over a performance period ending in 2024 achieved its target (“2022 EBITDA Margin PSUs”). All of the earned 2022 EBITDA Margin PSUs would have vested on the change in control date. The amounts shown in this row for PSUs reflect vesting of two-thirds of the target number of Revenue PSUs and 125% of the target number of the 2023 Net Income PSUs. No EBITDA PSUs, FCF PSUs, 2023 Revenue PSUs or 2022 EBITDA Margin PSUs were earned.
Quantification of potential payments upon termination or a change in control
(8)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% (in the case of Ms. Murthy or Mr. Vandervoort) or 75% (in the case of Ms. Bliss) 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. Additionally, if Ms. Murthy is terminated by us without cause or she resigns
Quantification of potential payments upon termination or a change in control
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Quantification of potential payments upon termination or a change in control
for good reason, in either case in connection with, on the date of or within 12 months following a change in control, during the period between June 10, 2024 and the Target Date, subject to her timely executing a release of claims in our favor, she is entitled to receive the following in addition to the severance benefits described above: (a) a lump-sum cash payment equal to the sum of: (i) the base salary she would have received between her termination and the Target Date, (ii) an amount equal to two (2) times her target annual bonus, prorated to reflect the time between her termination and the Target Date, (iii) an amount equal to two (2) times her annual equity grant, prorated to reflect the time between her termination and the Target Date, and (iv) an amount equal to her premiums for continued medical, dental or vision coverage prorated to reflect the time between her termination and the Target Date; (b) tolling of the exercise date of her vested stock options to 90 days after her termination and (c) accelerated vesting of her time-based equity awards that were scheduled to vest in the time between her termination and the Target Date and continued eligibility to vest in awards subject to performance-based vesting conditions if and to the extent such performance conditions are satisfied during such period. In addition, the awards of PSUs granted to him or her in 2024, the 2023 Revenue PSUs, the 2023 Net Income PSUs 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 2023 Incentive Award Plan or the 2015 Incentive Award Plan, as applicable), and the number of PSUs earned would 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 the target number of Revenue PSUs, 125% of the target number of 2023 Net Income PSUs and the vesting of PSUs that the Compensation Committee granted prior to 2024 to such officer that were earned prior to 2024. The amount shown does not include 23,514, 13,129 and 9,798 options for which the exercise price exceeded the market price of our common stock for Ms. Murthy, Mr. Vandervoort and Ms. Bliss, respectively. (9)In the event that Mr. Nueno is terminated by us without cause or resigns for good reason, subject to his timely executing a release of claims in our favor, he is entitled to receive: (i) 18 months of continued base salary; (ii) any earned but unpaid bonus for the year prior to the year of termination; (iii) up to 18 months of continued benefits; and (iv) 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. The amount shown does not include 7,842 options for which the exercise price exceeded the market price of our common stock. (10)In the event that Mr. Nueno is terminated by us without cause or 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 timely executing a release of claims in our favor, he is entitled to receive: (i) 18 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 75% of his target annual bonus for the year of termination; (iv) up to 18 months of benefits; 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 2024, the 2023 Revenue PSUs, the 2023 Net Income PSUs 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 2023 Incentive Award Plan or the 2015 Incentive Award Plan, as applicable), and the number of PSUs earned would 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 the target number of Revenue PSUs, 125% of the target number of 2023 Net Income PSUs and the vesting of PSUs that the Compensation Committee granted prior to 2024 to Mr. Nueno that were earned prior to 2024. The amount shown does not include 7,842 options for which the exercise price exceeded the market price of our common stock.
Quantification of potential payments upon termination or a change in control
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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. Divita, our 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. Divita had 2024 annual total compensation of $16,763,180 as reflected in the 2024 Summary Compensation Table included in this proxy statement and as adjusted as described below. Our median employee’s annual total compensation for 2024 was $79,902, as determined in the same manner as the total compensation for Mr. Divita. Based on this information, for 2024, the estimated ratio of the median of the annual total compensation of all of our employees (other than our CEO) to the annual compensation of our CEO was 1 to 210.
CEO pay ratio
| Employee | 2024 Annual total compensation ($) | Estimated pay ratio | | Charles Divita, III, Chief Executive Officer | 16,763,180 | 1:210 | | Median employee, other than our CEO | 79,902 | |
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 2024 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 2024 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 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. Mr. Divita began serving as our CEO effective June 10, 2024. As permitted by Instruction 10 to Item 402(u) of Regulation S-K, for pay ratio purposes, Mr. Divita’s compensation was annualized to represent his compensation as if he were CEO for the entire fiscal 2024. The calculation included the amounts reported in the “Executive Compensation – 2024 Summary Compensation Table” for fiscal 2024, except that the salary was adjusted to assume Mr. Divita received his year-end base salary rate for the entire fiscal year, and “Non-equity incentive plan compensation” was adjusted to assume he was CEO for the entire fiscal year. Consequently, the annual total compensation reported for CEO pay ratio purposes does not reflect the “Total” column of our “Executive Compensation – 2024 Summary Compensation Table” for fiscal 2024 included in this proxy statement, nor does it reflect amounts actually paid to our CEO for fiscal 2024. Instead, the annual total compensation reported for the CEO above reflects the pay ratio disclosure requirements for a year in which a CEO transition occurs.
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 2024, equity-based and incentive pay made up 95% of our current CEO’s target compensation and, on average, 86% 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.
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.
Pay versus performance compensation actually paid table
| Year | Summary Compensation Table Total for CEO (Gorevic)(1) ($) | Compensation Actually Paid to CEO (Gorevic)(2) ($) | Summary Compensation Table Total for CEO (Murthy)(1) ($) | Compensation Actually Paid to CEO (Murthy)(2) ($) | Summary Compensation Table Total for CEO (Divita)(1) ($) | Compensation Actually Paid to CEO (Divita)(2) ($) | 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) | | | | 2024 | 9,366,276 | (1,253,029) | 5,230,694 | (1,085,718) | 16,061,267 | 5,304,696 | 3,215,121 | (1,060,253) | 11 | 147 | (1,001,245) | 2,569,574 | | 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 |
Pay versus performance compensation actually paid table
(1)The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Divita, Ms. Murthy or Mr. Gorevic, in connection with their service as our CEO during each corresponding year, as applicable, in the “Total” column of the Summary Compensation Table. (2)For the years reported in the table, Mr. Gorevic was our CEO from 2020 to April 2024, Ms. Murthy was our acting CEO from April 2024 to June 2024, and Mr. Divita was our CEO from June 2024 to December 2024. The CEO Summary Compensation Table to compensation actually paid reconciliation is summarized in the following tables for each of Mr. Divita, Ms. Murthy and Mr. Gorevic for the years in which they served as CEO:
Pay versus performance compensation actually paid table
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Pay versus performance compensation actually paid table
| Jason Gorevic | | | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total Compensation | $9,366,276 | $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 | (5,943,704) | (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 | (1,068,945) | (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 | 955,021 | — | — | — | — | | 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 | (1,433,845) | 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 | (3,127,832) | — | — | — | — | | Compensation actually paid | $(1,253,029) | $9,400,898 | $(2,755,173) | $(4,486,255) | $54,668,602 |
Pay versus performance compensation actually paid table
| Mala Murthy | | | | 2024 | | Summary Compensation Table Total Compensation | $5,230,694 | | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (4,430,642) | | Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 1,352,201 | | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | (2,107,763) | | 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 | (1,130,208) | | 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 | $(1,085,718) |
Pay versus performance compensation actually paid table
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Pay versus performance compensation actually paid table
| Charles Divita, III | | | | 2024 | | Summary Compensation Table Total Compensation | $16,061,267 | | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (15,028,180) | | Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 4,271,609 | | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | — | | 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 | — | | 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 | $5,304,696 |
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 2024 Ms. Bliss and Messrs. Vandervoort, Nueno, Kornwasser and Waters; for 2023, Ms. Murthy and Messrs. Kornwasser, Waters and Vandervoort; for 2022, Ms. Murthy, Dr. Claus Jensen and Messrs. Kornwasser and Waters; for 2021, Ms. Murthy, Dr. Jensen and Messrs. David Sides, Andrew Turitz and Vandervoort; and for 2020, Mmes. Murthy and Stephany 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. Mr. Turitz is our former Executive Vice President, Corporate Development and resigned from the Company effective on September 4, 2024. Ms. Verstraete is our former Chief Marketing Officer and resigned from the Company effective on October 11, 2024.
Pay versus performance compensation actually paid table
| | 2024 | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total Compensation | $3,215,121 | $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 | (2,205,052) | (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 | 322,104 | 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 | (686,430) | (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 | 79,534 | — | — | — | — | | 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 | (921,819) | (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 | (863,711) | — | — | (1,524,412) | — | | Compensation actually paid | $(1,060,253) | $3,702,389 | $3,613,853 | $(1,412,623) | $12,280,174 |
Pay versus performance compensation actually paid table
(4)The peer group used for calculating Peer Group Total Shareholder Return is the S&P 500 Health Care Index. (5)We have determined that revenue is the financial performance measure that, in our assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to our named executive officers, for the most recently completed fiscal year, to company performance.
Pay versus performance compensation actually paid table
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Teladoc Health, Inc. & Peer TSR vs. Compensation Actually Paid
Teladoc Health, Inc. & Peer TSR vs. Compensation Actually Paid
Teladoc Health, Inc. & Peer TSR vs. Compensation Actually Paid
| | CEO CAP ($M) - GOREVIC, JASON | | CEO CAP ($M) - MURTHY, MALA | | CEO CAP ($M) - DIVITA, CHARLES | | | Average NEO CAP ($M) | | TDOC | | S&P 500 Health Care Sector |
Teladoc Health, Inc. & Peer TSR vs. Compensation Actually Paid
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Teladoc Health, Inc. Net loss vs. Compensation Actually Paid
Teladoc Health, Inc. Net loss vs. Compensation Actually Paid
Teladoc Health, Inc. Net loss vs. Compensation Actually Paid
| | CEO CAP ($M) - GOREVIC, JASON | | CEO CAP ($M) - MURTHY, MALA | | CEO CAP ($M) - DIVITA, CHARLES |
Teladoc Health, Inc. Net loss vs. Compensation Actually Paid
| | Average NEO CAP ($M) | | TDOC Net Loss |
Teladoc Health, Inc. Revenue vs. Compensation Actually Paid
Teladoc Health, Inc. Revenue vs. Compensation Actually Paid
Teladoc Health, Inc. Revenue vs. Compensation Actually Paid
| | CEO CAP ($M) - GOREVIC, JASON | | CEO CAP ($M) - MURTHY, MALA | | CEO CAP ($M) - DIVITA, CHARLES |
Teladoc Health, Inc. Revenue vs. Compensation Actually Paid
| | Average NEO CAP ($M) | | TDOC Revenue |
Teladoc Health, Inc. Revenue vs. Compensation Actually Paid
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Teladoc Health, Inc. Revenue vs. Compensation Actually Paid
Listed below are the financial performance measures which in our assessment represent the most important performance measures we use to link compensation actually paid for 2024 to our named executive officers to company performance.
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 net loss before provision for income taxes; other expense (income), net; interest income; interest expense; depreciation of property and equipment; amortization of intangible assets; restructuring costs; acquisition, integration, and transformation cost; goodwill impairment; and stock-based compensation | | | Net Income | Measures our bottom-line growth |
Teladoc Health, Inc. Revenue vs. Compensation Actually Paid
| 68 | Teladoc Health | 2025 Proxy Statement |
Directors and executive officers
Directors and executive officers The following table sets forth the amount of our common stock beneficially owned as of March 27, 2025 (except as otherwise noted below), by each director or director-nominee, each named executive officer included in the 2024 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.
Directors and executive officers
| Name of beneficial owner | Shares | Options(1) | RSUs(1) | Total | Percent of class(2) | | Kelly Bliss | 45,384 | 57,149 | — | 102,533 | * | | Charles Divita, III | — | — | — | — | * | | J. Eric Evans(3) | 6,097 | — | — | 6,097 | * | | Sandra L. Fenwick(4) | 40,432 | — | — | 40,432 | * | | Jason Gorevic(5) | 653,073 | 400,116 | — | 1,053,189 | * | | Catherine A. Jacobson | 20,400 | — | 17,467 | 37,867 | * | | Laizer Kornwasser(6) | 99,929 | — | — | 99,929 | * | | Thomas G. McKinley(7) | 39,077 | — | 17,467 | 56,544 | * | | Mala Murthy | 116,309 | 174,039 | 12,652 | 303,000 | * | | Carlos Nueno | 12,891 | 45,718 | — | 58,609 | * | | Kenneth H. Paulus(8) | — | 14,647 | — | 14,647 | * | | David L. Shedlarz(9) | 14,813 | 4,082 | 17,467 | 36,362 | * | | Mark Douglas Smith, M.D., MBA(10) | 8,355 | 8,132 | — | 16,487 | * | | David B. Snow, Jr.(11) | 118,579 | 33,720 | 17,467 | 169,766 | * | | Adam C. Vandervoort | 64,308 | 90,637 | — | 154,945 | * | | Michael Waters(12) | 78,309 | — | — | 78,309 | * | | All directors, nominees for director and current executive officers as a group (14 persons) | 486,645 | 453,001 | 82,520 | 1,022,166 | 0.58% |
Directors and executive officers
(1)Reflects the number of shares that could be acquired within 60 days of March 27, 2025, 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 175,277,825 shares outstanding on March 27, 2025, and assuming the exercise of options and vesting of RSUs reported in the table, as applicable to the calculation. (3)Excludes 17,467 RSUs deferred pursuant to the Deferred Compensation Plan. (4)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 35,665 RSUs deferred pursuant to the Deferred Compensation Plan. (5)The number of shares reported for Mr. Gorevic is as of April 5, 2024, the date of his termination by the Company.
Directors and executive officers
| 2025 Proxy Statement | Teladoc Health | 85 |
Directors and executive officers
| Stock ownership matters |
Directors and executive officers
(6)The number of shares reported for Mr. Kornwasser is as of August 2, 2024, his last day with the Company. (7)Excludes 1,965 RSUs deferred pursuant to the Deferred Compensation Plan. (8)Excludes 41,691 RSUs deferred pursuant to the Deferred Compensation Plan. (9)Excludes 10,329 RSUs deferred pursuant to the Deferred Compensation Plan. (10)Excludes 35,371 RSUs deferred pursuant to the Deferred Compensation Plan. (11)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. (12)The number of shares reported for Mr. Waters is as of September 25, 2024, the date on which he ceased to be an executive officer of the Company. * Represents less than 1% of the outstanding common stock.