DEF 14A of Teladoc Health, Inc., Apr 7, 2026

DEF 14A of Teladoc Health, Inc.

Filed Apr 7, 2026 · FY20250001477449-26-000020

Open on EDGAR

  1. Director nominees

    Director nominees

  2. 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 | 56 | 2024 | | | | | | | | | Sandra L. Fenwick Retired Chief Executive Officer, Boston Children’s Hospital | 75 | 2020 | | | | | | | | | Catherine A. Jacobson Retired Chief Executive Officer, Froedtert ThedaCare Health | 62 | 2020 | | | | | | | | | Kenneth H. Paulus Chairman of the Board since 2025 Retired President and Chief Executive Officer, Prime Therapeutics | 66 | 2017 | | | | | | | | | Susan R. Salka Retired Chief Executive Officer and President, AMN Healthcare | 61 | 2026 | | | | | | | | | David L. Shedlarz Retired Vice Chairman, Executive Vice President and CFO, Pfizer | 77 | 2016 | | | | | | | | | Mark Douglas Smith, M.D., MBA Clinical Professor of Medicine, University of California at San Francisco; and a board-certified internist | 74 | 2018 | | | | | | | | | Michael S. Smith Executive Chairman, Talcott Financial Group | 62 | 2026 | | | | | | | | | David B. Snow, Jr. Chairman and Chief Executive Officer, Cedar Gate Technologies | 71 | 2014 | | | | | | | | Meetings in 2025 | | | Board - 11 | | 4 | 6 | 7 | 4 | 0 |

  3. 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 | | |

  4. Director nominees

    | 4 | Teladoc Health | 2026 Proxy Statement |

  5. 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.

  6. Director nominees

    Director nominees Each of the nine directors elected at this Annual Meeting will serve for a one-year term expiring at the 2027 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 •Sandra L. Fenwick •Catherine A. Jacobson •Kenneth H. Paulus •Susan R. Salka •David L. Shedlarz •Mark Douglas Smith, M.D., MBA •Michael S. Smith •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.

  7. Director nominees

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

  8. Director nominees

    | 8 | Teladoc Health | 2026 Proxy Statement |

  9. Director nominees

    | | | Charles Divita, III, 56 | | | | | | Chief Executive Officer, Teladoc Health | | Director since: June 2024 | | | Career highlights TELADOC HEALTH, INC. •Chief Executive Officer and Director (2024 to present) •Interim Principal Financial Officer (2025 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. | | | |

  10. Director nominees

    | | | Sandra L. Fenwick, 75 | | | | | | Retired Chief Executive Officer, Boston Children’s Hospital | | Independent Director since: November 2020 Committees: Compensation (Chair), Quality of Care and Patient Safety and Executive | | | 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, Inc. •BCH Foundation UK Limited •Member, Massachusetts Women’s Forum •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 five 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 University | | | | 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. | | | |

  11. Director nominees

    | 2026 Proxy Statement | Teladoc Health | 9 |

  12. Director nominees

    | | | Catherine A. Jacobson, 62 | | | | | | Former Chief Executive Officer, Froedtert ThedaCare Health | | Independent Director since: February 2020 Committees: Nominating and Corporate Governance (Chair), Quality of Care and Patient Safety and Executive | | | 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) •Mercy Health (2014 to 2019) •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. | | | |

  13. Director nominees

    | | | Kenneth H. Paulus, 66 | Board Chairman | | | | | | Former President and Chief Executive Officer, Prime Therapeutics | | | Independent Director since: February 2017 Chairman of the Board since: June 2025 Committees: Compensation, Nominating and Corporate Governance, Quality of Care and Patient Safety and Executive (Chair) | | | 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. | | | | |

  14. Director nominees

    | 10 | Teladoc Health | 2026 Proxy Statement |

  15. Director nominees

    | | | Susan R. Salka, 61 | | | | | | Retired Chief Executive Officer and President, AMN Healthcare | | Independent Director since: March 2026 Committees: Audit and Compensation | | | Career highlights AMN HEALTHCARE, INC., a provider of healthcare workforce solutions and staffing services to healthcare facilities across the nation •Chief Executive Officer and President (2005 to 2022) •Chief Operating Officer and President (2000 to 2005) •Various executive leadership roles including, SVP Business Development and Chief Financial Officer (1990 to 2000) | | Other current directorships •Paraxel International (2024 to Present) Prior directorships •McKesson Corporation (2014 to 2024) •AMN Healthcare, Inc. (2002 to 2022) •Beckman Coulter (2008 to 2021) •Playtex Products (2001 to 2007) Recognitions •Modern Healthcare, 100 Most Influential People (multiple years) •Wall Street CEO Council (multiple years) •Honorary Doctor of Humane Letters, San DIego State University Education •MBA in Finance, San Diego State University •Bachelor of Arts in Accounting and Economics, Chadron State University | | | | Key experience and qualifications Our Board has concluded that Ms. Salka should serve as a director in view of her industry expertise in the healthcare and investment community as well as her diverse background in finance, operations, and executive leadership. | | | |

  16. Director nominees

    | | | David L. Shedlarz, 77 | | | | | | 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. | | | |

  17. Director nominees

    | 2026 Proxy Statement | Teladoc Health | 11 |

  18. Director nominees

    | | | | | | | | | Mark Douglas Smith, M.D., MBA, 74 | | | | | | 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. | | | |

  19. Director nominees

    | | | Michael S. Smith, 62 | | | | | | Executive Chair, Talcott Financial Group | | Independent Director since: February 2026 Committees: Audit and Nominating and Corporate Governance | | | Career highlights TALCOTT FINANCIAL GROUP, an international life insurance group providing risk management solutions as as trusted partners to the industry •Executive Chair (2023 to present) VOYA FINANCIAL (formerly ING US), a leading health, wealth, and investment company •Vice Chair and Chief Financial Officer (2021 to 2022) •Chief Financial Officer and Interim Chief Risk Officer (2016 to 2021) •Various executive leadership roles including, Chief Executive Officer, Insurance Solutions and Chief Risk Officer (2009 to 2016) LINCOLN FINANCIAL GROUP, a leading annuities, life insurance, group protection, and retirement plan services company •Various executive leadership roles (1988 to 2009) | | Other current directorships and engagements •Talcott Financial Group •People’s Light Education •BA in Economics, Russian and East European Studies, University of Michigan Credentials •Fellow of the Society of Actuaries •American Academy of Actuaries, Member •CFA Charter Holder | | | | Key experience and qualifications Our Board has concluded that Mr. Smith should serve as a director in view of his significant experience in the insurance and financial services industries and accomplishments as a public company executive and governance leader. | | | |

  20. Director nominees

    | 12 | Teladoc Health | 2026 Proxy Statement |

  21. Director nominees

    | | | | | | | | | David B. Snow, Jr., 71 | | | | | | Chairman and Chief Executive Officer, Cedar Gate Technologies | | Independent Director since: February 2014 Committees: Audit and Compensation | | | 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 (acquired by IQVIA in October 2025) •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. | | | |

  22. Director nominees

    | 2026 Proxy Statement | Teladoc Health | 13 |

  23. 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.

  24. Board leadership structure

    | | | | Charles Divita, III | Kenneth H. Paulus | | 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 2017 Chairman of the board since June 2025 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. |

  25. Board leadership structure

    | 14 | Teladoc Health | 2026 Proxy Statement |

  26. 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, Ms. Salka and Mr. Smith is an “audit committee financial expert” according to Item 407 of Regulation S-K promulgated by the SEC. During 2025, each of our 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. Eight of our directors at the time of the 2025 annual meeting of stockholders attended the meeting.

  27. 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.

  28. Director compensation

    Director compensation

  29. 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 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 2025. There were no changes made to the program during the year.

  30. 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 |

  31. Non-employee director compensation program

    | Equity-based awards | ($) | | Initial awards | 250,000 | | Annual awards | 200,000 |

  32. Non-employee director compensation program

    | 24 | Teladoc Health | 2026 Proxy Statement |

  33. 2025 Director compensation table

    2025 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 2025, including amounts deferred in 2025 at such person’s election under the Deferred Compensation Plan. Mr. Divita, who is also our Chief Executive Officer, received no compensation for his service as a director. Refer to “Executive Compensation—2025 Summary Compensation Table” and the narrative description thereto on page 47 for information regarding Mr. Divita’s compensation from us during 2025.

  34. 2025 Director compensation table

    | Name | Fees earned or paid in cash ($) | Stock awards(1) ($) | Total ($) | | J. Eric Evans | 75,000 | 200,003 | 275,003 | | Sandra L. Fenwick | 55,000 | 200,003 | 255,003 | | Catherine A. Jacobson | 60,000 | 200,003 | 260,003 | | Thomas G. McKinley | 62,500 | 200,003 | 262,503 | | Kenneth H. Paulus | 83,489 | 200,003 | 283,492 | | David L. Shedlarz | 72,500 | 200,003 | 272,503 | | Mark Douglas Smith, M.D., MBA | 60,000 | 200,003 | 260,003 | | David B. Snow, Jr. | 84,011 | 200,003 | 284,014 |

  35. 2025 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 14 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on February 26, 2026. 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, 2025:

  36. 2025 Director compensation table

    | Name | Stock options (#) | Stock awards (#) | | J. Eric Evans | — | 32,036 | | Sandra L. Fenwick | — | 28,986 | | Catherine A. Jacobson | — | 28,986 | | Thomas G. McKinley | — | 28,986 | | Kenneth H. Paulus | 14,647 | 28,986 | | David L. Shedlarz | 4,082 | 28,986 | | Mark Douglas Smith, M.D., MBA | 8,132 | 28,986 | | David B. Snow, Jr. | 33,720 | 28,986 |

  37. 2025 Director compensation table

    | 26 | Teladoc Health | 2026 Proxy Statement |

  38. Average of other NEOs

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

  39. 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, the 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 head of human resources pertaining to individual promotions, incentive compensation, potential personnel recruitment, market trends, dilution trends, director compensation, governance trends, and other situations in which market compensation insight may benefit our decision-making process. During 2025, we paid Aon approximately $163,000 in fees for determining or recommending the amount and form of compensation to our directors and executive officers, including our equity compensation policies. In addition to the fees we paid to Aon for services provided to our Compensation Committee, we also paid approximately $660,000 in fees to Aon during fiscal 2025 for health and benefits-related insurance support. The Committee was aware of these additional services, which were directed by management, but did not direct these activities. The Committee has reviewed these services and the broader relationship between us and Aon and determined that this did not impair Aon’s independence when providing compensation consulting services to the Board. 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 2025 raised a conflict of interest.

  40. 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.

  41. Peer group and market data

    | 36 | Teladoc Health | 2026 Proxy Statement |

  42. 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 2025 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 increasingly focus on health care companies and less on technology companies while balancing year-over-year consistency and more closely aligning with our current size and talent and business profile. The Committee also increased the number of companies included to provide a robust data set. As a result, the peer group used for 2025 reflects the shift to increase the number of health care companies in the group while reducing the focus on technology, specifically software, companies. This shift is reflective of how our investors view the Company and reflects the core attributes of the business. In connection with the realignment, the Committee focused primarily on health care and technology companies 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. Accordingly, based on recommendations of Aon and the additional factors described above, the Committee used the following peer group in 2025:

  43. Peer group and market data

    | •AGILON HEALTH, INC. •ALIGNMENT HEALTHCARE, INC. •AMN HEALTHCARE SERVICES, INC. •ASTRANA HEALTH, INC. •AVEANNA HEALTHCARE HOLDINGS INC. •CLOVER HEALTH INVESTMENTS, CORP. | •DOCUSIGN, INC. •DROPBOX, INC. •EURONET WORLDWIDE, INC. •EVOLENT HEALTH, INC. •MAXIMUS INC. •MEDPACE, INC. •NUTANIX, INC. | •OPENTEXT CORPORATION •PEDIATRIX MEDICAL GROUP, INC. •PREMIER INC. •PRIVIA HEALTH GROUP, INC. •RINGCENTRAL, INC. •TWILIO INC. |

  44. 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 larger than 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 reflecting similar pay practices and policies.

  45. 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 and business unit 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 2025, 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.

  46. Cash bonuses

    | Name | Bonus target (% of base salary) | | Charles Divita, III | 100% | | Mala Murthy | 85% | | Carlos Nueno | 75% | | Kelly Bliss | 75% | | Adam C. Vandervoort | 65% |

  47. Cash bonuses

    For 2025, the Compensation Committee designed an annual incentive program that included both overall corporate and business unit-based performance targets, with the overall amount of the cash bonus pool available for the Company to be determined based on the greater of the corporate scorecard or business unit scorecard composite performance. Following this determination for the overall bonus pool funding level, each executive’s payout was calculated based on the applicable scorecard weightings described below. The performance metrics included revenue, adjusted EBITDA, as well as certain strategic and organizational metrics (“OKRs”) that were evaluated by the Committee at the beginning of the year. This design was intended to align with each executive’s primary scope, while recognizing their enterprise role. For competitive reasons, we do not disclose the OKRs, but at the time they were approved by the Compensation Committee in early 2025, the Committee believed they were challenging and would require substantial operational success to be achieved in full. 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. Once the overall Company bonus pool was established, the allocation of the respective bonus for our Chief Executive Officer and Chief Financial Officer was based solely on overall company performance metrics as determined by the Committee with no consideration for individual goals. The Compensation Committee determined that the corporate scorecard used for each of them would be weighted as follows: 30% consolidated revenue, 40% consolidated adjusted EBITDA, 20% strategic business OKRs and 10% organizational OKRs. As we noted in February 2025 when providing our financial outlook for 2025, our business has been operating in a challenging macro environment, including elevated customer acquisition costs, which we expected would continue to impact top line and overall financial performance in 2025. The Committee therefore determined to increase the relative weighting of the strategic and organizational OKRs to an aggregate of 30% (up from 20% in the prior year) in order to focus on stabilizing our results and returning the business to a long-term growth posture through focus on product innovation, cost savings, productivity initiatives and client satisfaction, among other strategic aims. For Mr. Vandervoort, the Compensation Committee determined to allocate his target bonus 70% based on the corporate scorecard described above and 30% based on a business unit scorecard that blended the results of each of our business units, reflecting his role of supporting the various business leaders in addition to his companywide role. For Ms. Bliss and Mr. Nueno, allocation of the bonus pool was based 30% on the corporate scorecard described above and 70% based on specific, pre-defined business unit financial performance goals and business unit OKRs. For Ms. Bliss, that business unit portion was based 30% on U.S. Group Health business unit revenue, 40% on Integrated Care segment adjusted EBITDA, 20% on

  48. Cash bonuses

    | 2026 Proxy Statement | Teladoc Health | 39 |

  49. Cash bonuses

    U.S. Group Health business unit strategic OKRs, and 10% on U.S. Group Health business unit organizational OKRs. For Mr. Nueno, that business unit portion was based 70% on International business unit revenue, 20% on International business unit strategic OKRs, and 10% on International business unit organizational OKRs. For competitive reasons, we do not disclose the OKRs, but at the time they were approved by the Compensation Committee in early 2025, the Committee believed they were challenging and would require substantial operational success to be achieved in full. Following the completion of the acquisitions of Uplift Health Technologies, Inc. and Telecare Australia Pty Ltd in 2025, the Compensation Committee adjusted each of the financial metric targets, leaving intact the payout framework, to take into account the expected impact each of those acquired businesses would have on our results for the remainder of the year. The consolidated revenue target shown below was above both the high point of the full year outlook we provided in February 2025 and 2024 performance. The consolidated adjusted EBITDA target shown below was within the outlook range we provided in February 2025 but below 2024 performance due to the challenging macro environment discussed above. The target was also adjusted downward following the acquisitions as noted in the prior paragraph. In 2026, the Compensation Committee determined that the performance goals for 2025 had been achieved as described below: Corporate Scorecard

  50. Cash bonuses

    | Metric ($ millions) | Threshold | Target | Maximum | 2025 Performance | Achievement | | Consolidated Revenue(1) | $2,460 | $2,590 | $2,719 | $2,518 | 45% | | Consolidated Adjusted EBITDA(2) | $276 | $306 | $337 | $286 | 33% | | Strategic OKRs | —% | 100% | 200% | 160% | 160% | | Organizational OKRs | —% | 100% | 200% | 147% | 147% |

  51. Cash bonuses

    U.S. Group Health Scorecard

  52. Cash bonuses

    | Metric ($ millions) | Threshold | Target | Maximum | 2025 Performance | Achievement | | Revenue(3) | | | | | 54% | | Integrated Care Adjusted EBITDA(2) | $223 | $248 | $272 | $245 | 89% | | Strategic OKRs | —% | 100% | 200% | 114% | 114% | | Organizational OKRs | —% | 100% | 200% | 200% | 200% |

  53. Cash bonuses

    International Scorecard

  54. Cash bonuses

    | Metric ($ millions) | Threshold | | Target | | Maximum | | 2025 Performance | | Achievement | | Revenue(3) | | | | | | | | | 139% | | Strategic OKRs | | —% | | 100% | | 200% | | 167% | 167% | | Organizational OKRs | | —% | | 100% | | 200% | | 200% | 200% |

  55. Cash bonuses

    (1)For purposes of the 2025 bonus, the Compensation Committee included a pre-established adjustment to revenue for foreign currency exchange which amounted to $12 million. (2)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 2025 bonus, the Compensation Committee included certain pre-established adjustments to adjusted EBITDA for costs related to the 2025 bonuses. For a full reconciliation of consolidated Net Loss, the most directly comparable GAAP financial measure, to consolidated Adjusted EBITDA, as defined for compensation purposes, please see Annex A. (3)For competitive reasons, we do not disclose business unit-level revenue, but at the time these financial metrics were approved by the Compensation Committee in early 2025, the Committee believed they were challenging and would require substantial operational success to be achieved in full.

  56. Cash bonuses

    | 40 | Teladoc Health | 2026 Proxy Statement |

  57. Cash bonuses

    Based on the foregoing considerations, in 2026, the Committee determined to pay the bonuses set forth below to each of our named executive officers.

  58. Cash bonuses

    | Name | Bonus target (% of base salary) | 2025 Cash bonus (% of target amount) | 2025 Cash bonus ($) | | Charles Divita, III | 100% | 73% | 584,000 | | Mala Murthy(1) | 85% | —% | — | | Carlos Nueno(2) | 75% | 128% | 564,201 | | Kelly Bliss | 75% | 85% | 331,500 | | Adam C. Vandervoort | 65% | 76% | 247,000 |

  59. Cash bonuses

    (1)Ms. Murthy resigned from the Company effective on November 21, 2025. (2)Mr. Nueno is paid in euros (2025 cash bonus of €499,311), which have been converted to U.S. dollars using the 2025 monthly average exchange rate of $1.129959 to €1.0.

  60. 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 (as amended, the “2023 Incentive Award Plan”) and the Teladoc Health, Inc. 2023 Employment Inducement Incentive Award Plan (as amended, the “2023 Inducement Plan”). Previously, awards were issued pursuant to the Teladoc Health, Inc. 2015 Incentive Award Plan (as amended and restated, the “2015 Incentive Award Plan”), the Teladoc Health, Inc. 2017 Employment Inducement Incentive Award Plan (as amended, the “2017 Inducement Plan”) and the Teladoc Health, Inc. Livongo Acquisition Incentive Award Plan (the “2020 Incentive Award Plan”). At the time of hire, executive officers are generally granted RSUs. 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. 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 of RSUs is subject to an executive officer’s continued provision of services to us through each applicable vesting date. 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 2025. 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 of the following:

  61. Equity awards

    | 2026 Proxy Statement | Teladoc Health | 41 |

  62. Equity awards

    | Equity Type | Weighting | Vesting | Rationale | | RSUs | 50% | Based on continued service 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 | Promote the retention of named executive officers | | RSUs that vest based on performance measures (“PSUs”) | 50% | Based on specified performance metrics over a three-year period | Align our named 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 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 |

  63. Equity awards

    In order to further align the interests of our named 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, 75% (100% in the case of Mr. Nueno) of the PSUs granted in 2025 focus on long-term metrics, specifically our three-year compound annual revenue growth rate, to emphasize long-term top-line growth. The remaining 25% for our named executive officers other than Mr. Nueno focused on continuing to drive profitability. 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 short-term and 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 grants of PSUs made in 2025 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): •25% of the target number of shares would be earned: (i) in the case of our Chief Executive Officer, Chief Financial Officer and Chief Legal Officer, if our consolidated adjusted EBITDA for 2025 achieved its target (“Consolidated EBITDA PSUs”); and (ii) in the case of our President, U.S. Group Health, if our Integrated Care segment adjusted EBITDA for 2025 achieved its target (“Integrated Care EBITDA PSUs” and collectively with the Consolidated EBITDA PSUS, “2025 EBITDA PSUs”); •75% of the target number of shares would be earned: (i) in the case of our Chief Executive Officer, Chief Financial Officer and Chief Legal Officer, if our consolidated three-year compound annual revenue growth rate achieved its target (“Consolidated Revenue CAGR PSUs”); and (ii) in the case of our President, U.S. Group Health, if our U.S. Group Health business unit three-year compound annual revenue growth rate achieved its target (“USGH Revenue CAGR PSUs”); and •100% of the target number of shares would be earned in the case of our President, International if our International business unit three-year compound annual revenue growth rate achieved its target (“International Revenue CAGR PSUs” and collectively with the Consolidated Revenue CAGR PSUs and USGH Revenue CAGR PSUs, “2025 Revenue CAGR 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 2025 EBITDA PSUs would vest on March 1, 2026 and the remaining two-thirds would vest in eight substantially equal quarterly installments over the subsequent two years for retention. Any earned 2025 Revenue CAGR PSUs would vest on March 1, 2028. Because the performance period for the 2025 Revenue CAGR PSUs has not yet been completed, the Committee has not yet made any determination with respect thereto. For competitive reasons, while we do not disclose the forward-looking performance levels for the 2025 Revenue CAGR PSUs, the Committee set the goals at the beginning of the period, above the prior period performance believing they were challenging and would require substantial operational achievement. We intend to disclose such levels following the conclusion of the applicable performance period.

  64. Equity awards

    | 42 | Teladoc Health | 2026 Proxy Statement |

  65. Equity awards

    The Committee determined to use adjusted EBITDA targets for both the annual cash bonuses as well as the PSU awards in order to emphasize our objective to achieve profitability in the short-term. The adjusted EBITDA targets were also based on our 2025 annual operating plan and the consolidated adjusted EBITDA target was above the mid-point of the full year outlook we provided in February 2025 due to the challenging macro environment discussed above. Further, the Committee determined to use a one-year performance period for the 2025 EBITDA PSUs to align executive compensation with our focus on profitability in the near term, whereas the 2025 Revenue CAGR PSUs provide balance and 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 2026, the Committee determined that consolidated adjusted EBITDA performance had been achieved at approximately 19% of target and Integrated Care adjusted EBITDA performance had been achieved at approximately 57% of target, each as described below:

  66. Equity awards

    | Metric ($ millions) | Threshold | Target | Maximum | Performance | Achievement | | 2025 Consolidated Adjusted EBITDA(1) | $275 | $306 | $337 | $281 | 19% | | 2025 Integrated Care Adjusted EBITDA | $225 | $250 | $275 | $239 | 57% |

  67. Equity awards

    (1)For a full reconciliation of net loss, the most directly comparable GAAP financial measure, to adjusted EBITDA, 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, 2025. In June 2024, in connection with his as appointment as Chief Executive Officer, the Compensation Committee made a grant of PSUs to Mr. Divita for which the target number of PSUs would be earned at the end of a performance period ending December 31, 2025, if our adjusted EBITDA achieved its target (“2024 EBITDA PSUs”). Seven-twelfths of any earned 2024 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. In 2026, the Committee determined that adjusted EBITDA performance had been achieved at 19% of target as described below:

  68. Equity awards

    | PSUs ($ millions) | Threshold | Target | Maximum | Performance | Achievement | | 2024 EBITDA PSUs(1) | $275 | $306 | $367 | $281 | 19% |

  69. Equity awards

    (1)For a full reconciliation of net loss, the most directly comparable GAAP financial measure, to adjusted EBITDA, 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, 2025. Additionally, in 2024, the Compensation Committee made grants of PSUs to our named executive officers for which 50% of the target number of PSUs would be earned at the end of a performance period ending December 31, 2025, if our revenue achieved its target (“2024 Revenue PSUs”). Two-thirds of any earned 2024 Revenue PSUs would have vested on March 1, 2026 and the remaining one-third would have vested in four substantially equal quarterly installments over the subsequent year. In 2026, the Committee determined that performance fell short of our threshold goal, and as a result no 2024 Revenue PSUs were earned as described below:

  70. Equity awards

    | PSUs ($ millions) | Threshold | Target | Maximum | Performance | Achievement | | 2024 Revenue PSUs | $2,725 | $2,868 | $3,011 | $2,530 | 0% |

  71. Equity awards

    In 2023, the Compensation Committee made grants of PSUs to our named executive officers for which 20% of the target number of PSUs would be earned at the end of a performance period ending December 31, 2025, if our net income for 2025 achieved its target (“2023 Net Income PSUs”). The achievement of the 2023 Net Income PSU goal was binary: if the goal was achieved, 125% of the target number of 2023 Net Income PSUs would have been earned, otherwise no 2023 Net Income PSUs would be earned. Any earned 2023 Net Income PSUs would have vested on March 1, 2026. In 2026, the Committee determined that performance fell short of our threshold goal, and as a result no 2023 Net Income PSUs were earned. As a result of the achievement described above, each of our named executive officers earned the following PSUs in 2025, demonstrating the rigor of the performance goals set by the Compensation Committee and the alignment of our pay-for-performance philosophy:

  72. Equity awards

    | 2026 Proxy Statement | Teladoc Health | 43 |

  73. Equity awards

    | Name | 2025 EBITDA PSUs | 2024 EBITDA PSUs | | Charles Divita, III | 23,591 | 43,703 | | Mala Murthy | — | — | | Carlos Nueno | — | — | | Kelly Bliss | 15,596 | — | | Adam Vandervoort | 5,107 | — |

  74. Equity awards

    The table below sets forth the RSUs and target number of PSUs granted to our named executive officers during 2025. 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 2025.

  75. Equity awards

    | Name | Number of RSUs granted in 2025 | Target number of PSUs granted in 2025 | | Charles Divita, III | 507,322 | 507,322 | | Mala Murthy | 172,594 | 172,594 | | Carlos Nueno | 104,602 | 104,603 | | Kelly Bliss | 109,832 | 109,833 | | Adam Vandervoort | 109,832 | 109,833 |

  76. Equity awards

    In light of our 2025 performance and downward volatility in our stock price, the Compensation Committee determined to reduce the target amount of Mr. Divita’s 2026 equity grant by 18%, from $9.7 million to $8 million. Despite this change, 92% of his target compensation is made up of equity-based and incentive pay, as a reflection of our commitment to link pay with performance and align the interests of our officers with stockholders. 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.”

  77. 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.”

  78. Employment agreements

    | 44 | Teladoc Health | 2026 Proxy Statement |

  79. 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.

  80. 2025 Summary compensation table

    2025 Summary compensation table

  81. 2025 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 | 2025 | 800,000 | — | 9,699,996 | — | 584,000 | 119,000(3) | 11,202,996 | | | 2024 | 450,000 | — | 15,028,180 | — | 448,087 | 135,000 | 16,061,267 | | Mala Murthy* Former chief financial officer | 2025 | 489,375 | — | 3,299,998 | — | — | 14,000(4) | 3,803,373 | | | 2024 | 566,252 | — | 4,430,642 | — | 220,000 | 13,800 | 5,230,694 | | | 2023 | 516,667 | — | 4,999,975 | — | 415,000 | 13,200 | 5,944,842 | | Carlos Nueno President, international | 2025 | 589,552 | — | 2,000,000 | — | 564,201 | 95,373(5) | 3,249,126 | | | 2024 | 502,214 | 97,527 | 1,643,530 | — | 410,878 | 84,989 | 2,739,138 | | Kelly Bliss President, U.S. group health | 2025 | 516,667 | — | 2,099,997 | — | 331,500 | 14,000(4) | 2,962,164 | | | 2024 | 467,841 | 90,600 | 1,752,498 | — | 190,000 | 13,800 | 2,514,739 | | Adam C. Vandervoort Chief legal officer and secretary | 2025 | 495,000 | — | 2,099,997 | — | 247,000 | 14,000(4) | 2,855,997 | | | 2024 | 466,667 | 94,000 | 1,929,852 | — | 130,000 | 13,800 | 2,634,319 | | | 2023 | 446,667 | — | 2,849,978 | — | 226,000 | 13,200 | 3,535,845 |

  82. 2025 Summary compensation table

    * Ms. Murthy served as our acting Chief Executive Officer and Principal Financial Officer from April 5, 2024 to June 10, 2024. She resigned from the Company effective on November 21, 2025, with Mr. Divita serving as principal financial officer until Ms. Murthy’s replacement is named. (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 14 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on February 26, 2026. The maximum possible value of the PSUs granted in 2025, based on the closing price per share of our common stock on the date they were granted, was as follows:

  83. 2025 Summary compensation table

    | Name | Maximum possible value of the 2025 PSUS ($) | | Charles Divita, III | 9,699,997 | | Mala Murthy | 3,299,997 | | Carlos Nueno | 2,000,009 | | Kelly Bliss | 2,100,007 | | Adam C. Vandervoort | 2,100,007 |

  84. 2025 Summary compensation table

    For additional information regarding the stock-based awards granted to the named executive officers in 2025, refer to the “2025 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 and company matching contributions to the named executive officer’s 401(k) plan account. (4)Represents company matching contributions to the named executive officer’s 401(k) plan account. (5)Amount shown represents $26,476 in social security benefit, $7,001 in health insurance premiums, $17,268 in life insurance premiums, $10,032 in company car usage, a $3,008 meal allowance and $31,588 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 2025 monthly average exchange rate of $1.129959 to €1.0.

  85. 2025 Summary compensation table

    | 2026 Proxy Statement | Teladoc Health | 47 |

  86. 2025 Grants of plan-based awards table

    2025 Grants of plan-based awards table

  87. 2025 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 Incentive award Plan | 3/1/2025(6) | | | | — | 507,322 | 1,014,644 | | | | 4,849,998 | | | 2023 Incentive award plan | 3/1/2025(7) | | | | | | | 507,322 | | | 4,849,998 | | | Bonus program | — | — | 800,000 | 1,600,000 | | | | | | | | | Mala Murthy | 2023 Incentive award plan | 3/1/2025(6) | | | | — | 172,594 | 345,188 | | | | 1,649,999 | | | 2023 Incentive award plan | 3/1/2025(7) | | | | | | | 172,594 | | | 1,649,999 | | | Bonus program | — | — | 467,500 | 935,000 | | | | | | | | | Carlos Nueno | 2023 Incentive award plan | 3/1/2025(6) | | | | — | 104,603 | 209,206 | | | | 1,000,005 | | | 2023 Incentive award plan | 3/1/2025(7) | | | | | | | 104,602 | | | 999,995 | | | Bonus program | —(8) | — | 442,164 | 884,328 | | | | | | | | | Kelly Bliss | 2023 Incentive award plan | 3/1/2025(6) | | | | — | 109,833 | 219,666 | | | | 1,050,003 | | | 2023 Incentive award plan | 3/1/2025(7) | | | | | | | 109,832 | | | 1,049,994 | | | Bonus program | — | — | 390,000 | 780,000 | | | | | | | | | Adam C. Vandervoort | 2023 Incentive award plan | 3/1/2025(6) | | | | — | 109,833 | 219,666 | | | | 1,050,003 | | | 2023 Incentive award plan | 3/1/2025(7) | | | | | | | 109,832 | | | 1,049,994 | | | Bonus program | — | — | 325,000 | 650,000 | | | | | | | |

  88. 2025 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 1, 2025 were approved on February 19, 2025. (3)The portion of the annual bonus based on corporate performance may range from zero to a maximum of no more than 200% of the target bonus. However, the individual component of each applicable named executive officer’s award is not based on achievement of any pre-established performance goals and may result in an award that exceeds the maximum shown here. Additional detail regarding the determination of cash bonuses is included above under “Compensation Discussion and Analysis — Elements of Compensation — Cash Bonuses.” Actual payments are set forth in the “Summary Compensation Table” above. (4)The PSUs granted in 2025 may range from zero to a maximum of no more than 200% of the target number of shares. (5)Amounts in this column reflect the aggregate grant date fair value of awards granted during 2025 computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used in calculating these amounts are included in Note 14 to our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on February 26, 2026. (6)The PSU award is earned based on our attainment of adjusted EBITDA and compound annual revenue growth rate targets. To the extent earned, (i) the 2025 EBITDA PSUs would each vest as to one-third of any earned PSUs on March 1, 2026 and as to the remaining two-thirds in eight substantially equal quarterly installments thereafter and (ii) the 2025 Revenue CAGR PSUs would vest as to any earned PSUs on March 1, 2028, in each case as described above in the section titled “Compensation Discussion and Analysis — Elements of

  89. 2025 Grants of plan-based awards table

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  90. 2025 Grants of plan-based awards table

    Compensation — Equity awards,” and subject to the holder’s continued employment with us through the applicable vesting date and potential accelerated vesting as described in the section titled “Potential Payments upon Termination or Change in Control.” (7)The RSU award vests as to one-third on the first anniversary of the grant date, and the remaining two-thirds in eight substantially equal quarterly installments thereafter, subject to the holder’s continued employment with us through the applicable vesting date and potential accelerated vesting as described in the section titled “Potential Payments upon Termination or Change in Control.” (8)Mr. Nueno is paid in euros (2025 target cash bonus of €391,310), which have been converted to U.S. dollars using the 2025 monthly average exchange rate of $1.129959 to €1.0.

  91. 2025 Grants of plan-based awards table

    | 2026 Proxy Statement | Teladoc Health | 49 |

  92. 2025 Outstanding equity awards at fiscal year-end table

    2025 Outstanding equity awards at fiscal year-end table

  93. 2025 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 | 3/1/2025(1) | | | | | 507,322 | 3,551,254 | — | — | | | 3/1/2025(2) | | | | | 126,831 | 887,817 | — | — | | | 3/1/2025(3) | | | | | — | — | 380,491 | 2,663,437 | | | 6/10/2024(4) | | | | | 234,963 | 1,644,741 | — | — | | | 6/10/2024(5) | | | | | — | — | 704,887 | 4,934,209 | | | 6/10/2024(6) | | | | | 234,962 | 1,644,734 | — | — | | Mala Murthy | 6/1/2022(7) | 141,076 | — | 32.62 | 2/21/2026 | | | | | | | 6/24/2019(8) | 36,882 | — | 62.75 | 2/21/2026 | | | | | | Carlos Nueno | 3/1/2025(1) | | | | | 104,602 | 732,214 | — | — | | | 3/1/2025(9) | | | | | — | — | 104,603 | 732,221 | | | 3/19/2024(10) | | | | | 22,782 | 159,474 | — | — | | | 3/19/2024(11) | | | | | 27,337 | 191,359 | — | — | | | 3/3/2023(12) | | | | | 3,101 | 21,707 | — | — | | | 3/3/2023(13) | | | | | 7,440 | 52,080 | — | — | | | 3/3/2023(14) | | | | | 1,061 | 7,427 | — | — | | | 6/1/2022(7) | 47,025 | — | 32.62 | 5/31/2032 | | | | | | Kelly Bliss | 3/1/2025(1) | | | | | 109,832 | 768,824 | — | — | | | 3/1/2025(15) | | | | | 27,458 | 192,206 | — | — | | | 3/1/2025(16) | | | | | — | — | 82,375 | 576,625 | | | 3/19/2024(10) | | | | | 24,293 | 170,051 | — | — | | | 3/19/2024(11) | | | | | 29,150 | 204,050 | — | — | | | 3/3/2023(12) | | | | | 3,488 | 24,416 | — | — | | | 3/3/2023(13) | | | | | 8,371 | 58,597 | — | — | | | 3/3/2023(14) | | | | | 1,186 | 8,302 | — | — | | | 6/1/2022(7) | 58,782 | — | 32.62 | 5/31/2032 | | | | | | Adam C. Vandervoort | 3/1/2025(1) | | | | | 109,832 | 768,824 | — | — | | | 3/1/2025(2) | | | | | 27,458 | 192,206 | — | — | | | 3/1/2025(3) | | | | | — | — | 82,375 | 576,625 | | | 3/19/2024(10) | | | | | 26,750 | 187,250 | — | — | | | 3/19/2024(11) | | | | | 32,100 | 224,700 | — | — | | | 3/3/2023(12) | | | | | 4,418 | 30,926 | — | — | | | 3/3/2023(13) | | | | | 10,603 | 74,221 | — | — | | | 3/3/2023(14) | | | | | 1,510 | 10,570 | — | — | | | 6/1/2022(7) | 78,768 | — | 32.62 | 5/31/2032 | | | | | | | 3/1/2018(8) | 14,058 | — | 38.55 | 3/1/2028 | | | | |

  94. 2025 Outstanding equity awards at fiscal year-end table

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  95. 2025 Outstanding equity awards at fiscal year-end table

    (1)One-third of the RSU award vests on March 1, 2026, 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 was earned based on our attainment of a 2025 consolidated Company adjusted EBITDA target and vested as to one-third of any earned PSUs on March 1, 2026 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.” The number of PSUs that may have actually been earned under this award ranged from 0% to 200% of the target number of shares, with no minimum threshold for payout. (3)The PSU award is earned based on our attainment of a consolidated Company 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.” (4)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.” (5)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.” (6)The PSU award was earned based on our attainment of a 2025 adjusted EBITDA target and vested 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.” The number of PSUs that may have actually been earned under this award ranged from 0% to 200% of the target number of shares, with no minimum threshold for payout. (7)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.” (8)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.” (9)The PSU award is earned based on our attainment of an International business unit 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.” (10)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.” (11)The PSU award would have been earned based on our attainment of a 2025 revenue target and would have vested 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.” The number of PSUs that may have actually been earned under this award would have ranged from 0% to 200% of the target number of shares, with no minimum threshold for payout. Subsequent to December 31, 2025, the Committee determined that no such PSUs were earned. (12)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.” (13)The PSU award would have been earned based on our attainment of a 2025 net income target and would have vested 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 number of PSUs that may have actually been earned under this award would have either been zero or 125% of the target number of shares. Subsequent to December 31, 2025, the Committee determined that no such PSUs were earned. (14)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

  96. 2025 Outstanding equity awards at fiscal year-end table

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  97. 2025 Outstanding equity awards at fiscal year-end table

    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 0% to 200% of the target number of shares, with no minimum threshold for payout. (15)The PSU award was earned based on our attainment of a 2025 Integrated Care segment adjusted EBITDA target and vested as to one-third of any earned PSUs on March 1, 2026 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.” The number of PSUs that may have actually been earned under this award ranged from 0% to 200% of the target number of shares, with no minimum threshold for payout. (16)The PSU award is earned based on our attainment of a U.S. Group Health business unit 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.”

  98. 2025 Outstanding equity awards at fiscal year-end table

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  99. 2025 Option exercises and stock vested table

    2025 Option exercises and stock vested table

  100. 2025 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 | — | — | 234,961 | 1,753,592 | | Mala Murthy | — | — | 113,009 | 904,869 | | Carlos Nueno | — | — | 49,641 | 397,653 | | Kelly Bliss | — | — | 54,119 | 433,749 | | Adam C. Vandervoort | — | — | 63,023 | 505,313 |

  101. 2025 Pension benefits

    2025 Pension benefits None of our named executive officers participated in any defined benefit pension plans in 2025.

  102. 2025 Nonqualified deferred compensation

    2025 Nonqualified deferred compensation None of our named executive officers participated in any non-qualified deferred compensation plans in 2025.

  103. 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.

  104. 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, 2025, for various scenarios involving a change in control or termination of employment, assuming a December 31, 2025, termination or transaction date and, where applicable, using the closing price of our common stock of $7.00 (as reported on the NYSE as of December 31, 2025).

  105. 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) | 1,784,000 | — | 3,519,313 | 5,303,313 | | Change in control(4) | — | — | 8,068,704 | 8,068,704 | | Termination in connection with change in control(5) | 3,384,000 | — | 13,264,699 | 16,648,699 | | Carlos Nueno | | | | | | Involuntary termination(6) | 884,327 | 54,448 | 583,828 | 1,522,603 | | Change in control(7) | — | — | 732,221 | 732,221 | | Termination in connection with change in control(8) | 1,215,950 | 54,448 | 1,653,043 | 2,923,441 | | Kelly Bliss | | | | | | Involuntary termination(9) | 520,000 | 40,572 | 680,911 | 1,241,483 | | Change in control(7) | — | — | 685,797 | 685,797 | | Termination in connection with change in control(10) | 812,500 | 40,572 | 1,657,390 | 2,510,462 | | Adam C. Vandervoort | | | | | | Involuntary termination(9) | 500,000 | 40,672 | 660,625 | 1,201,297 | | Change in control(7) | — | — | 612,374 | 612,374 | | Termination in connection with change in control(10) | 825,000 | 40,672 | 1,609,944 | 2,475,616 |

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

    (1)Because this table assumes the given event occurred on December 31, 2025, the amounts shown in this column reflect the full 2025 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 $7.00 of our common stock on December 31, 2025, 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 $7.00 of our common stock on December 31, 2025, 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. (4)The grants of PSUs made to Mr. Divita in 2025 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 Consolidated EBITDA PSUs would vest on the change of control date and the remaining two-thirds would vest in substantially equal quarterly installments over the two-year period following the change in control date. All of the earned Consolidated Revenue CAGR PSUs would vest on the change in control date. Seven-twelfths of the earned 2024 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. In 2024, the Compensation Committee granted PSUs to Mr. Divita in connection with his appointment as CEO that would be earned if our actual compound annual revenue growth rate over a performance period ending in 2027 achieved its target (“2024 Revenue CAGR PSUs”). All of the earned 2024 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 Consolidated EBITDA PSUs, Consolidated Revenue CAGR PSUs, 2024 EBITDA PSUs and 2024 Revenue CAGR PSUs.

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

    | 2026 Proxy Statement | Teladoc Health | 57 |

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

    (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 the Consolidated EBITDA PSUs, Consolidated Revenue CAGR PSUs, 2024 EBITDA PSUs and 2024 Revenue CAGR PSUs . (6)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. (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 2025 EBITDA PSUs would vest on the change in control date and the remaining two-thirds would vest in substantially equal quarterly installments over the two-year period following the change in control date. All of the earned 2025 Revenue CAGR PSUs would vest on the change in control date. Two-thirds of the earned 2024 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. All of the earned 2023 Net Income PSUs would vest on the change in control date. The amounts shown in this row for PSUs reflect vesting of one-third of the target number of 2025 EBITDA PSUs and the target number of the 2025 Revenue CAGR PSUs. No 2024 Revenue PSUs or 2023 Net Income PSUs were earned. (8)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 Mr. Nueno in 2025, the 2024 Revenue PSUs and the 2023 Net Income 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), 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 2025 Revenue CAGR PSUs and 2025 EBITDA PSUs and the vesting of PSUs that the Compensation Committee granted prior to 2025 to Mr. Nueno that were earned prior to 2025. (9)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 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. (10)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 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. In addition, the awards of PSUs granted to him or her in 2025, the 2024 Revenue PSUs and the 2023 Net Income 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), 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 2025 Revenue CAGR PSUs and 2025 EBITDA PSUs and the vesting of PSUs that the Compensation Committee granted prior to 2025 to such officer that were earned prior to 2025.

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

    | 58 | Teladoc Health | 2026 Proxy Statement |

  110. 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 2025 annual total compensation of $11,202,996 as reflected in the 2025 Summary Compensation Table included in this proxy statement. Our median employee’s annual total compensation for 2025 was $87,811, as determined in the same manner as the total compensation for Mr. Divita. Based on this information, for 2025, 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 128.

  111. CEO pay ratio

    | Employee | 2025 Annual total compensation ($) | Estimated pay ratio | | Charles Divita, III, Chief Executive Officer | 11,202,996 | 1:128 | | Median employee, other than our CEO | 87,811 | |

  112. CEO pay ratio

    To identify the median employee from our employee population, we determined the annual total compensation of each of our employees as of December 31, 2025, in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. We considered all Company employees, including international employees and those working less than 40 hours per week, except that, in accordance with Item 402(u) of Regulation S-K, we excluded 194 individuals who became our employees on February 28, 2025, as a result of our acquisition of Catapult Health, 28 individuals who became our employees on April 30, 2025, as a result of our acquisition of Uplift Health and 29 individuals who became our employees on August 8, 2025, as a result of our acquisition of Telecare.

  113. 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 2025, equity-based and incentive pay made up approximately 93% of our CEO’s target compensation and, on average, approximately 84% 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.

  114. 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.

  115. 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) | | | | 2025 | — | — | — | — | 11,202,996 | 5,443,074 | 3,217,665 | 1,800,160 | 4 | 148 | (200,322) | 2,529,997 | | 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) | 5 | 129 | (1,001,245) | 2,569,574 | | 2023 | 11,613,736 | 9,400,898 | — | — | — | — | 4,935,878 | 3,702,389 | 11 | 126 | (220,368) | 2,602,415 | | 2022 | 10,876,053 | (2,755,173) | — | — | — | — | 8,211,732 | 3,613,853 | 12 | 124 | (13,659,531) | 2,406,840 | | 2021 | 11,637,898 | (4,486,255) | — | — | — | — | 3,776,044 | (1,412,623) | 46 | 126 | (428,793) | 2,032,707 |

  116. 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 Jason 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 2021 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 2025. 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:

  117. Pay versus performance compensation actually paid table

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  118. Pay versus performance compensation actually paid table

    | Jason Gorevic | | | | | | | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table Total Compensation | $9,366,276 | $11,613,736 | $10,876,053 | $11,637,898 | | 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) | | 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 | | 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) | | 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 | | 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) |

  119. 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) |

  120. Pay versus performance compensation actually paid table

    | 2026 Proxy Statement | Teladoc Health | 63 |

  121. Pay versus performance compensation actually paid table

    | Charles Divita, III | | | | | 2025 | 2024 | | Summary Compensation Table Total Compensation | $11,202,996 | $16,061,267 | | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (9,699,996) | (15,028,180) | | Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 4,507,429 | 4,271,609 | | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | (185,152) | — | | 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 | (382,203) | — | | 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 | $5,443,074 | $5,304,696 |

  122. 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 2025, Mmes. Murthy and Bliss and Messrs. Vandervoort and Nueno; for 2024, Ms. Bliss and Messrs. Vandervoort, Nueno, Laizer Kornwasser and Michael Waters; for 2023, Ms. Murthy and Messrs. Kornwasser, Waters and Vandervoort; for 2022, Ms. Murthy, Dr. Claus Jensen and Messrs. Kornwasser and Waters; and for 2021, Ms. Murthy, Dr. Jensen and Messrs. David Sides, Andrew Turitz 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. Kornwasser is our former President, Enterprise Growth and Global Markets and was terminated without cause from the Company effective on July 1, 2024. 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. Mr. Waters is our former Chief Operating Officer and resigned from the Company with good reason effective on December 31, 2024.

  123. Pay versus performance compensation actually paid table

    | | 2025 | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table Total Compensation | $3,217,665 | $3,215,121 | $4,935,878 | $8,211,732 | $3,776,044 | | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (2,374,998) | (2,205,052) | (4,087,486) | (7,249,976) | (3,041,445) | | Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 1,300,934 | 322,104 | 3,179,986 | 3,668,043 | 1,058,324 | | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | (46,288) | (686,430) | (211,897) | (693,095) | (1,461,413) | | 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 | (80,886) | (921,819) | (114,092) | (322,851) | (219,721) | | 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 | (216,267) | (863,711) | — | — | (1,524,412) | | Compensation actually paid | $1,800,160 | $(1,060,253) | $3,702,389 | $3,613,853 | $(1,412,623) |

  124. 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.

  125. Pay versus performance compensation actually paid table

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

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

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

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

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

    | 2026 Proxy Statement | Teladoc Health | 65 |

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

    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 2025 to our named executive officers to company performance.

  130. 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 |

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

    | 66 | Teladoc Health | 2026 Proxy Statement |

  132. Directors and executive officers

    Directors and executive officers The following table sets forth the amount of our common stock beneficially owned as of March 26, 2026 (except as otherwise noted below), by each director or director-nominee, each named executive officer included in the 2025 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., 155 East 44th Street, Suite 1700, New York, New York 10017.

  133. Directors and executive officers

    | Name of beneficial owner | Shares | Options(1) | RSUs(1) | Total | Percent of class(2) | | Kelly Bliss | 84,747 | 58,782 | — | 143,529 | * | | Charles Divita, III | 364,784 | — | — | 364,784 | * | | Sandra L. Fenwick(3) | 40,432 | — | — | 40,432 | * | | Catherine A. Jacobson | 37,867 | — | 28,986 | 66,853 | * | | Mala Murthy(4) | 142,385 | — | — | 142,385 | * | | Carlos Nueno | 50,595 | 47,025 | — | 97,620 | * | | Kenneth H. Paulus(5) | 10,000 | 14,647 | — | 24,647 | * | | Susan R. Salka | — | — | — | — | * | | David L. Shedlarz(6) | 32,280 | 4,082 | 28,986 | 65,348 | * | | Michael S. Smith | — | — | — | — | * | | Mark Douglas Smith, M.D., MBA(7) | 8,355 | 8,132 | — | 16,487 | * | | David B. Snow, Jr.(8) | 136,046 | 33,720 | 28,986 | 198,752 | * | | Adam C. Vandervoort | 103,239 | 92,826 | — | 196,065 | * | | All directors, nominees for director and current executive officers as a group (13 persons) | 868,345 | 301,654 | 86,958 | 1,256,957 | 0.70% |

  134. Directors and executive officers

    (1)Reflects the number of shares that could be acquired within 60 days of March 26, 2026, 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 180,431,102 shares outstanding on March 26, 2026, and assuming the exercise of options and vesting of RSUs reported in the table, as applicable to the calculation. (3)Includes 28,362 shares held by the Geoffrey L. Fenwick Family Irrevocable Trust for the benefit of Ms. Fenwick’s children and for which Ms. Fenwick and her spouse serve as co-trustees and share voting and investment power. Excludes 64,651 RSUs deferred pursuant to the Deferred Compensation Plan. (4)The number of shares reported for Ms. Murthy is as of November 21, 2025, her last day with the Company. (5)Excludes 70,677 RSUs deferred pursuant to the Deferred Compensation Plan.

  135. Directors and executive officers

    | 70 | Teladoc Health | 2026 Proxy Statement |

  136. Directors and executive officers

    | Stock ownership matters |

  137. Directors and executive officers

    (8)Includes 52,000 shares held by the David B. Snow, Jr. Irrevocable Trust dated December 12, 2012 for the benefit of Mr. Snow’s children and for which Mr. Snow’s spouse serves as trustee. * Represents less than 1% of the outstanding common stock.