American Well Corp DEF 14A, filed Apr 28, 2023
American Well Corp (AMWL)
About this DEF 14A
American Well Corp filed this DEF 14A on April 28, 2023.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section of the
Securities Exchange Act of 1934
(Amendment No. )
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Check the appropriate box:
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☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material under §240.14a-12
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Dear Fellow Stockholder:
Roy and I send our best to you and your families. We cherish your trust and thank you for your support and confidence as together, we strive to make healthcare more affordable and accessible to all. I’m pleased to report that 2022 was an important and strategic year for Amwell. On many levels, it was an incredible year. We rallied as a company and executed well, making meaningful progress in the transition to Converge™, our software platform that we believe will enable and empower the future of hybrid care. We have integrated valuable behavioral health and automated care programs into our platform and are working closely with our clients and partners to leverage the value generated from Converge across their organizations. At Amwell, our connection to our mission has never been stronger.
Our teams are motivated by the certainty that Digital First™ care is rapidly becoming the main highway for a variety of care modalities offered by all types of providers and services, and our role in this evolution is significant. This approach resonates with health systems who are prioritizing digital care in order to achieve important goals around relieving staff burnout, increasing retention, new sources of revenue and streamlining workflows. We support and embrace patients with our automated programs, engaging them to improve outcomes. We enable models of care that allow our clients to differentiate their own approach to care.
A lot has changed in the past few years. Every day, I speak with healthcare industry leaders who are struggling to unify fragmented technologies and define emerging digital care models. To do so, they require a partner to rely on; a partner to simplify this path, a partner who can knit together underlying software infrastructure and clinical best practices to advance their goals. At Amwell, our differentiation is clear. We have the clinical experience to understand the challenges our clients face. The Converge platform is purpose-built and future ready, founded on years of investing and understanding the needs of our clients.
Our approach to the market sets us apart. We are a trusted partner. We enable and empower our clients to deliver new and exciting ways to provide care while achieving important operational goals.
Our priorities for 2023 are clear:
As we pursue these initiatives, we are further empowered by knowing the hard work of 2022 is behind us, and we have achieved a lot. Our client list includes our industry’s most far-reaching and innovative organizations. And, experienced industry leaders have joined our company and hit the ground running; partnering effectively with our existing talented teams. With these top priorities in focus, we believe we are well positioned to grow the mix of our high margin revenue and, over time, demonstrate the potential of our long-term operating model.
We look to 2023 aiming to fulfill the promise of our vision of enabling the transformation in healthcare to true hybrid digital care. Our vision is grounded in customer mindshare from over 55 payer organizations, 2,000 hospitals and health systems and over 100,000 active providers.
Finally, at the foundation of these priorities is a focus on Environmental, Social and Governance (ESG) issues as we construct a business that is built to last. I’m proud to say that our inaugural ESG Framework is published, and I encourage you to learn more by finding it at investors.amwell.com. Our ESG program is in its beginning stages, but we have already identified Amwell’s three guiding pillars: Our People, Our Products, and Our Operations. These pillars are important to building solutions fueled by our values that are Customer-First and Deliver Awesome through a One Team approach. By focusing on how we build a strong team and deliver a platform that connects and empowers the healthcare industry, we are building a profit-oriented growth business that contributes to a more prosperous, sustainable, and healthy world.
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In closing, we are driven every day at Amwell to continue along this path to achieving our goals and pursuing our mission. Our solution is in high demand because it solves important problems for innovative healthcare organizations seeking to evolve to hybrid digital care. We begin 2023 on strong footing. While there remain broader uncertainties in our world today, there is a long runway ahead for digital first healthcare, our role is unique and differentiated, and the opportunity before us has never been brighter.
Thank you for your continuing interest in Amwell. As always, we value your ongoing support and we are committed to delivering world-class solutions and to creating sustainable long-term value for our stockholders.
Sincerely,
Ido Schoenberg, Chairman and co-Chief Executive Officer
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AMERICAN WELL CORPORATION
NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD June 22, 2023
Dear Stockholders:
We are pleased to notify you that we will hold the 2023 annual meeting of stockholders (the “Annual Meeting”) on Thursday, June 22, 2023 at 9:00 a.m. eastern time. The Annual Meeting will be in a virtual meeting format at www.virtualshareholdermeeting.com/AMWL2023.
At the Annual Meeting, stockholders will be asked to consider and vote upon the following matters, all of which are discussed in greater detail in the accompanying proxy statement:
We will also consider and act upon any other matters that properly come before the Annual Meeting or any adjournment or postponement thereof.
Only stockholders of record at the close of business on April 25, 2023 may vote at the meeting or any postponement(s) or adjournment(s) of the meeting.
Under Securities and Exchange Commission rules that allow companies to furnish proxy materials to shareholders over the Internet, we have elected to make our proxy materials available to all of our stockholders over the Internet. We will be able to provide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On or about April 28, 2023, we will commence sending to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for our 2023 annual meeting of stockholders and our 2022 annual report to stockholders. The Notice also provides instructions on how to vote online or vote by phone and includes instructions on how to receive a paper copy of the proxy materials by mail.
Whether you plan to attend the Annual Meeting or not, it is important that you cast your vote either by remote communication at the meeting or by proxy. You may vote over the Internet, telephone or by mail. You are urged to vote in accordance with the instructions set forth in this proxy statement. We encourage you to vote by proxy so that your shares will be represented and voted at the meeting, whether or not you can attend.
In order to attend the meeting online and vote your shares electronically during the meeting, you must register in advance at www.virtualshareholdermeeting.com/AMWL2023 prior to the meeting. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you to access the meeting and will permit you to submit questions. Further information about how to attend the Annual Meeting online, vote your shares and submit questions is included in the accompanying proxy statement.
Thank you for your ongoing support of and interest in American Well Corporation.
By order of the Board of Directors, |
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Bradford Gay |
General Counsel |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
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PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS OF AMERICAN WELL CORPORATION
TO BE HELD June 22, 2023
This proxy statement (this “Proxy Statement”) and Notice of 2023 Annual Meeting of Stockholders are being provided to you in connection with the solicitation of proxies by our Board of Directors for use at our 2023 Annual Meeting of Stockholders, and any adjournments or postponements thereof (the “Annual Meeting”). The Annual Meeting will be held on Thursday, June 22, 2023 at 9:00 a.m. eastern time, via live audio webcast at www.virtualshareholdermeeting.com/AMWL2023. Stockholders of record at the close of business on April 25, 2023 are invited to attend the Annual Meeting and are entitled to vote on the proposals described in this Proxy Statement.
On or about April 28, 2023, we made available this Proxy Statement and the attached Notice of 2023 Annual Meeting of Stockholders to all stockholders entitled to vote at the Annual Meeting, and we began sending the Notice Regarding the Availability of Proxy Materials to all stockholders entitled to vote at the Annual Meeting. Our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, containing our financial statements for the fiscal year ended December 31, 2022, accompanies the Proxy Statement and forms part of the proxy materials.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 13, 2022
This Proxy Statement and our Annual Report on Form 10-K are available for viewing, printing and downloading at www.virtualshareholdermeeting.com/AMWL2023. To view these materials, please have your 15-digit control number(s) available that appears on your proxy card.
Additionally, you can find a copy of our Annual Report on Form 10-K and the Proxy Statement on the website of the Securities and Exchange Commission (the “SEC”), at www.sec.gov, or in the “SEC Filings” tab of the “Investors” section of our website at www.americanwell.com. You may also obtain a printed copy of our Annual Report on Form 10-K, free of charge, by sending a written request to: Catherine Riley, Corporate Paralegal, American Well Corporation, 75 State Street, 26th Floor, Boston, MA 02109. Exhibits, if any, will be provided upon written request and payment of an appropriate processing fee.
INFORMATION ABOUT THE ANNUAL MEETING
Why am I receiving this Proxy Statement?
American Well is soliciting proxies for the Annual Meeting. You are receiving a Proxy Statement because you owned shares of American Well common stock at the close of business on April 25, 2023, the record date for the Annual Meeting, which entitles you to vote at the Annual Meeting. By use of a proxy, you can vote whether or not you attend the Annual Meeting. This Proxy Statement describes the matters on which we would like you to vote and provides information on those matters so that you can make an informed decision.
What is the purpose of the Annual Meeting?
At the Annual Meeting, the stockholders will be asked to consider and vote upon the following matters:
We will also consider and act upon any other matters that properly come before the Annual Meeting or any adjournment or postponement thereof. If any other matter properly comes before the stockholders for a vote at the online meeting, however, the proxy holders will vote your shares in accordance with their best judgment.
Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?
In accordance with rules adopted by the SEC, we are permitted to furnish proxy materials, including this Proxy Statement and our 2022 Annual Report, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. If you received a Notice of Internet Availability of Proxy Materials (the “Notice”) by mail, you will not receive a printed copy of
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the proxy materials. Most stockholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice, which was mailed to our stockholders, will instruct you as to how you may access and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy on the Internet. If you would like to receive a paper copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice. If you vote by Internet or telephone, please do not also mail your proxy card.
When is the record date for the Annual Meeting?
The record date for the meeting is April 25, 2023. Only stockholders of record at the close of business on that date are entitled to vote at the meeting. At the close of business on the record date, there were 247,922,856 shares of Class A common stock outstanding, 27,390,397 shares of Class B common stock outstanding and 5,555,555 shares of Class C common stock outstanding.
A list of stockholders entitled to vote at the Annual Meeting will be available for examination on the Internet through the virtual web conference during the Annual Meeting.
To how many votes am I entitled?
Each share of Class A and Class C common stock are entitled to one vote per share on all matters presented for a vote, except that Class C common stock will not have the right to vote for elections of directors. Holders of Class B common stock are collectively entitled to a number of votes equal to the product of (x) 1.0408163 and (y) the total number of votes that would be cast by the holders of the Class A and Class C common stock, resulting in the Class B common stock collectively holding 51% of the voting power of all outstanding securities. Each share of Class B common stock is entitled to a number of votes equal to the total number of votes held by all Class B common stock divided by the total number of then outstanding shares of Class B common stock. Shares of Class B common stock are held by our co-founders, Dr. Ido Schoenberg and Dr. Roy Schoenberg, who have agreed to vote together as a group.
What is the difference between being a stockholder of record and a beneficial owner?
Many of our stockholders hold their shares through stockbrokers, banks, or other nominees, rather than directly in their own names. As summarized below, there are some differences between being a stockholder of record and a beneficial owner.
Stockholder of record: If your shares are registered directly in your name with our transfer agent, Broadridge Financial Solutions, Inc., you are the stockholder of record, and these proxy materials are being sent directly to you. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals named on the proxy card and to vote at the Annual Meeting.
Beneficial owner: If your shares are held in a stock brokerage account or by a bank or other nominee, you are the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you by your broker, bank or other nominee, who is considered to be the stockholder of record. As the beneficial owner, you have the right to tell your nominee how to vote, and you are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you obtain a legal proxy from your broker, bank or nominee authorizing you to do so. Follow the instructions during the registration process for the Annual Meeting.
Your nominee has sent you instructions on how to direct the nominee’s vote in advance of the meeting through the voting instruction card. You may vote by following those instructions.
I share an address with another stockholder. What do I do if we received only one paper copy of the proxy materials and want additional copies, or we received multiple copies and want only one?
The proxy rules of the SEC permit companies and intermediaries, such as brokers and banks, to satisfy proxy statement delivery requirements for two or more stockholders sharing an address by delivering one proxy statement to those stockholders. This procedure, known as “householding,” reduces the amount of duplicate information that stockholders receive and lowers our printing and mailing costs. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will promptly deliver a separate copy of the Notice and, if applicable, our annual report and proxy materials, to any stockholder of record at a shared address to which we delivered a single copy of any of these materials. To receive a separate copy, such stockholder of record may contact Catherine Riley, Corporate Paralegal, American Well Corporation, 75 State Street, 26th Floor, Boston, MA 02109, or by calling (617) 204-3500 or by emailing catherine.riley@amwell.com. Beneficial holders may contact their bank, brokerage firm, or other nominee to request information about householding.
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Conversely, if stockholders of record living at the same address received multiple copies of our Notice and, if applicable, annual report and proxy materials, you may request delivery of a single copy by contacting Catherine Riley as set forth above. Beneficial holders may contact their bank, brokerage firm, or other nominee to request a single copy of the Notice and, if applicable, proxy materials and annual report.
How can I vote my shares in advance of the online meeting?
Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct how your shares are voted without attending the online meeting. If you are a stockholder of record, you may vote by proxy. You can vote by proxy over the Internet or telephone by following the instructions provided in the Notice, or, if you requested to receive printed proxy materials, you can also vote by mail pursuant to instructions provided on the proxy card. If you hold shares beneficially in street name, you may also vote by proxy over the Internet or telephone, or, if you requested to receive printed proxy materials, you can also vote by mail by following the voting instruction card provided to you by your broker, bank, trustee or nominee.
Can I revoke my proxy and change my vote?
You may revoke your proxy at any time before it is voted by notifying the General Counsel in writing, by returning a signed proxy with a later date, by transmitting a subsequent vote over the Internet or by telephone prior to the close of the Internet voting facility or the telephone voting facility, or by attending the meeting and voting in person. If your stock is held in street name, you must contact your broker or nominee for instructions as to how to change your vote.
How is a quorum reached?
The presence, in person or by proxy, of holders of at least a majority of the total voting power of all outstanding securities entitled to vote is necessary to constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and “broker non-votes” (i.e., shares represented at the meeting held by brokers, bankers or other nominees as to which instructions have not been received from the beneficial owners or persons entitled to vote such shares and, with respect to one or more but not all proposals, such brokers or nominees do not have discretionary voting power to vote such shares), if any, will be counted for purposes of determining whether a quorum is present for the transaction of business at the meeting.
How can I vote my shares during the online meeting?
The Company will be hosting the Annual Meeting live online. After registration and receiving the links, you can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/AMWL2023. The webcast will start at 9:00 a.m. eastern time. You may vote and submit questions while attending the meeting online.
Shares held in your name as the stockholder of record may be voted by you, while the polls remain open, at www.virtualshareholdermeeting.com/AMWL2023 during the meeting. You will need your control number found in the Notice or proxy card. Shares held beneficially in street name may be voted by you at the meeting only if you obtain a legal proxy from the broker, bank, trustee or nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the online meeting, we recommend that you also submit your proxy or voting instructions as described above so that your vote will be counted if you later decide not to attend the online meeting.
How does the Board recommend I vote on the proposals?
The Board recommends that you vote:
How are proxies solicited for the Annual Meeting and who is paying for such solicitation?
Our Board of Directors is soliciting proxies for use at the Annual Meeting by means of the proxy materials. We will bear the entire cost of proxy solicitation, including the preparation, assembly, printing, mailing and distribution of the proxy materials. Copies of solicitation materials will also be made available upon request to brokers, banks and other nominees to forward to the beneficial owners of the shares held of record by such brokers, banks or other nominees. The original solicitation of proxies may
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be supplemented by solicitation by telephone, electronic communication, or other means by our directors, officers, employees or agents. No additional compensation will be paid to these individuals for any such services, although we may reimburse such individuals for their reasonable out-of-pocket expenses in connection with such solicitation. We do not plan to retain a proxy solicitor to assist in the solicitation of proxies.
If you choose to access the proxy materials and/or vote over the Internet, you are responsible for Internet access charges you may incur. If you choose to vote by telephone, you are responsible for telephone charges you may incur.
What vote is required to approve each proposal and how are votes counted?
Proposal 1—Election of Directors |
The election of directors requires a plurality vote of the shares present in person or by proxy at the Annual Meeting and entitled to vote on the election of directors. Abstentions will have no effect on the results of this vote. Brokerage firms do not have authority to vote shares held by the firms in street name for the election of directors without instructions from beneficial owners. As a result, any shares not voted by a beneficial owner will be treated as broker non-votes. Such broker non-votes will have no effect on the results of this vote. |
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Proposal 2—Ratifying the Appointment of the Independent Registered Public Accounting Firm |
The ratification of the appointment of PricewaterhouseCoopers LLP requires the affirmative vote of holders of a plurality of the votes of all classes of shares outstanding cast at the Annual Meeting. Abstentions will have no effect on the results of this vote. Brokerage firms have authority to vote shares held in street name on this proposal without instructions from beneficial owners. As a result, we do not expect there will be any broker non-votes on this matter. We are not required to obtain the approval of our stockholders to select our independent registered public accounting firm. However, if our stockholders do not ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023, the Audit Committee of the Board of Directors may reconsider its selection. The Audit Committee may reconsider the appointment of the accounting firm even if the Proposal is ratified if it is in the best interest of the Company. |
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Proposal 3—Approving, on an advisory basis, the compensation paid to our named executive officers. |
The approval, on an advisory basis, the compensation paid to our named executive officers requires the affirmative vote of holders of a plurality of the votes of all classes of shares outstanding cast at the Annual Meeting. Abstentions will have no effect on the results of this vote. Brokerage firms do not have authority to vote shares held by the firms in street name for the approval of executive compensation without instructions from beneficial owners. As a result, any shares not voted by a beneficial owner will be treated as broker non-votes. Such broker non-votes will have no effect on the results of this vote. |
How can I find out the results of the voting at the Annual Meeting?
Final voting results will be published in a current report on Form 8-K that will be filed within four business days after the Annual Meeting.
Who should I call if I have any additional questions?
If you hold your shares directly, please call Catherine Riley, Corporate Paralegal of the Company, at (617) 204-3500. If your shares are held in street name, please contact the telephone number provided on your voting instruction form or contact your broker or nominee holder directly.
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PROPOSAL NO. 1
ELECTION OF DIRECTORS
Our Board of Directors is currently composed of 9 members. In accordance with our amended and restated certificate of incorporation, our Board of Directors is divided into three classes with staggered three-year terms. One class is elected each year at the annual meeting of stockholders for a term of three years. At the Annual Meeting, three Class III directors will be elected for a three-year term. Each director’s term continues until the election and qualification of such director’s successor, or such director’s earlier death, resignation or removal.
Nominees
Our Board of Directors has nominated Dr. Peter Slavin, Dr. Ido Schoenberg and Dr. Roy Schoenberg for election as Class III directors at the Annual Meeting. If elected, each of Dr. Peter Slavin, Dr. Ido Schoenberg and Dr. Roy Schoenberg will serve as Class III directors until the 2026 annual meeting of stockholders or until their successors are elected and qualified, or their earlier death, resignation or removal. Each of the nominees is currently a director of the Company. For information concerning the nominees, see the section titled “Corporate Governance and Board of Directors.”
If you are a stockholder of record and you sign your proxy card or vote over the Internet or by telephone but do not give instructions with respect to the voting of directors, your shares will be voted FOR the election of Dr. Peter Slavin, Dr. Ido Schoenberg and Dr. Roy Schoenberg. Dr. Peter Slavin, Dr. Ido Schoenberg and Dr. Roy Schoenberg have each consented to being named as a nominee for director and agreed to continue to serve if elected; however, in the event that a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who shall be designated by our Board of Directors to fill such vacancy or our Board of Directors may reduce its size. If you are a beneficial owner of shares of our common stock and you do not give voting instructions to your broker, bank or other nominee, then your broker, bank or other nominee will leave your shares unvoted on this matter.
Vote Required
The election of Class III directors requires a plurality of the votes of the shares present in person or by proxy at the Annual Meeting and entitled to vote on the election of directors. Accordingly, the three nominees receiving the highest number of “FOR” votes will be elected. Abstentions will have no effect on the results of this vote. Brokerage firms do not have authority to vote shares held by the firms in street name for the election of directors without instructions from beneficial owners. As a result, any shares not voted by a beneficial owner will be treated as broker non-votes. Such broker non-votes will have no effect on the results of this vote.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE THREE DIRECTORS NOMINATED BY OUR BOARD OF DIRECTORS AND NAMED IN THIS PROXY STATEMENT AS CLASS I DIRECTORS TO SERVE FOR A THREE-YEAR TERM.
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BUSINESS OVERVIEW
Company Overview
We are a leading enterprise software company enabling digital delivery of care for healthcare’s key stakeholders. We empower health providers, payers and innovators to achieve their digital ambitions, enabling a hybrid model of in-person, virtual and automated care. We provide our clients with the core technology and services necessary to successfully develop and distribute digital care programs that meet their strategic, operational, financial and clinical objectives under their own brands. Our enterprise software connects care across in-person, virtual and automated modalities and provides an open, scalable infrastructure that can grow alongside our clients. We bring technology and services that deliver new models of care, strategic partnerships, consistent execution, and better outcomes.
The Amwell Platform enables digital innovation across the full healthcare continuum – including urgent and primary care, second opinion services, behavioral health, chronic condition management and high acuity specialty consults, such as telestroke and telepsychiatry, in the hospital. We support both on-demand and scheduled consultations for providers and offer pre-packaged care modules and programs that power more than 100 unique use cases today. The Amwell Platform can be fully integrated into our clients’ health plan member and patient portals and provider and health plan workflows. Providers can launch virtual visits directly from their native EHRs, with seamless integration to their payer eligibility and claims systems. Providers, patients and members can access this care through a full range of Carepoint™ devices, including via mobile, web, phone and our proprietary Carepoint carts that support multi-way video, phone or secure messaging interactions. Converge™ is the latest version of the Amwell Platform and is designed to be future-ready, reliable, flexible, scalable, secure and fully integrated with other healthcare software systems. Converge offers state-of-the-art data architecture and video capabilities, flexibility and scalability, as well as a user experience designed around the needs of patients, members and providers. It has been designed from the ground up with the holistic understanding that the future of care of any one person will inevitably blend a mix of in-person, digital and automated experiences. The telehealth of yesterday has grown to encompass hybrid care models, asynchronous and automated care, remote patient monitoring, patient and provider engagement — and the flow of data that drives all of the above.
2022 Select Business Highlights
Digital Care Utilization
Digital care utilization is a key driver of our business A client’s overall utilization of its digital care platform provides an important measure of the value they derive. COVID-19 dramatically accelerated digital care adoption seen in both overall volumes and embracement of delivering higher acuity care in a virtual medium. Peak COVID-19 pandemic visit growth reflected several factors. Many patients needed assessment for respiratory or other COVID-19-like symptoms and sought to be assessed for possible referral to hospital or testing facilities. In addition, many patients, especially those with health vulnerabilities, sought to avoid going into brick-and mortar-facilities – and indeed our health systems’ clients preferred wherever possible to treat patients remotely at home for non-COVID-19 related ongoing healthcare needs. Finally, we saw significant expansion of reimbursement for digital care during the COVID-19 crisis, which made digital care more affordable for many people.
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Regulatory Environment
In response to the COVID-19 pandemic, state and federal regulatory authorities loosened or removed a number of regulatory requirements in order to increase the availability of digital care services. For example, many state governors issued executive orders permitting physicians and other health care professionals to practice in their state without any additional licensure or by using a temporary, expedited or abbreviated licensure process so long as they hold a valid license in another state. In addition, changes were made to the Medicare and Medicaid programs (through waivers and other regulatory authority) to increase access to digital care services by, among other things, increasing reimbursement, permitting the enrollment of out of state providers and eliminating prior authorization requirements. Legislation that passed at the end of 2022 will extend most Medicare reimbursement flexibilities through December 31, 2024.
CORPORATE GOVERNANCE AND BOARD OF DIRECTORS
Corporate Social and Environmental Responsibility
At Amwell, we are focused on delivering greater access to more affordable, higher quality care by connecting and enabling providers, insurers, patients, and innovators through our platform and services. Our values - being customer first, uniting as one team and delivering awesome - are core to who we are and serve as the foundation on which we are able to a build a strong organization and promote the long-term interests of our stockholders and stakeholders.
We have begun formalizing our environmental, social and governance (ESG) approach at the direction of management and with oversight from the Board. We have engaged an outside consultant and are in the process of fully evaluating our most relevant ESG topics and developing a comprehensive strategy connected to our strategic business initiatives. We expect to provide more information regarding our ESG initiatives in a future published ESG report that aligns with leading ESG reporting frameworks. Key ESG focal points that have emerged include human capital management, diversity, equity and inclusion, and data privacy and cybersecurity.
Human Capital Management
Our human capital management philosophy is rooted in our commitment to our values of being customer first, acting as one team and delivering awesome. We continuously seek ways to grow, develop and retain our talented workforce through a range of programs and employee development resources. In 2021, Amwell made the decision to go to a virtual first workforce. More than 95% of our employees are working remotely, which allows us to recruit a more broadly diverse workforce across the globe. It also helps us support employee development by connecting our people with mentors and leaders across the globe as opposed to limiting development by geography. We encourage employees to take an active role in their career path journey, by ensuring they evaluate and continue to excel at our Amwell core competencies. We enable and advocate for open and frequent dialogues between our employees and their managers to support career development.
Feedback is important to us. We conduct annual engagement surveys and host other events such as all hands meetings to listen and garner feedback from our employees and take action on their feedback. In addition, we recognize and reward employees through strong recognition programs and quarterly Amwell recognition awards that are built upon nominations from peers and managers. We provide highly competitive compensation, benefits and health initiatives that are supportive of mental health needs, including employee assistance programs, unlimited paid time off and mental health support in addition to all free telehealth and behavioral health services.
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Diversity, Equity and Inclusion
At Amwell, diversity, equity and inclusion (DE&I) is integral to our operations. Each year we welcome new participants to our formally established Diversity, Equity & Inclusion committee that is sponsored and governed by our Chief People Officer and our EVP of Enterprise Platforms. Across this committee, we greatly expanded our DE&I programs and initiatives throughout 2022. We use this committee to help us educate, formulate and select inclusion and management training opportunities as well as help educate and support all Amwell trainings. In 2022, we conducted our annual DE&I survey, held DE&I ambassador trainings, offered company-wide trainings and specific leader-based inclusion trainings, launched an Amwell DE&I discussion channel, and educated, recognized and celebrated global holidays.
We remain focused on building a diverse pipeline of talent. Partnerships developed with universities and other organizations across the U.S. and our virtual workforce strategy have allowed us to expand national recruitment opportunities. We continue to prioritize our diverse recruitment strategy to build a stronger pipeline for women and people of color in our management and leadership roles.
As of December 31, 2022, our total number of employees was approximately 1,100. As of 2022, women represented 43% of our global employees and 29% of our global employees were people of color.
Cybersecurity and Data Privacy
One of our top priorities is safeguarding our clients’ personal health information. We engage in a comprehensive and proactive approach to compliance, data privacy, cybersecurity and risk management. Our security and privacy program is built to the highest standards and has passed extensive federal security audits. Our platform is HITRUST, ISO 27001 and PCI certified (and Amwell’s international office in Israel is ISO 27799 certified) as well as HIPAA compliant with actionable security guidelines to protect sensitive patient information. We continuously manage and monitor our operations security and compliance through our Cyber Command Center. Our commitment to data security and privacy is coordinated through our Chief Information Officer and Chief Technology Officer and executed among our staff of security analysts and governance, risk and compliance professionals. Through regular meetings, reporting, and employee trainings, we work diligently to avoid cyber threats, protect client information and achieve the system security requirements necessary to earn the trust of some of the largest health plans and systems, and government organizations.
Code of Ethics and Corporate Governance Guidelines
Our Board of Directors has adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including our President and co-Chief Executive Officer, Chairman and co-Chief Executive Officer, Chief Financial Officer and principal accounting officer. The full text of our code of business conduct and ethics is posted on the investor relations section of our website at https://investors.amwell.com/governance/governance-documents/default.aspx. We intend to disclose future amendments to our code of business conduct and ethics, and any waivers of such code, on our website or in public filings.
In addition, our Board of Directors has adopted corporate governance guidelines for our company. The full text of our corporate governance guidelines are posted on the investor relations section of our website at https://investors.amwell.com/governance/governance-documents/default.aspx.
Environmental, Social, and Governance ("ESG") Initiatives
Our values are core to who we are and serve as the foundation on which we are able to a build a strong organization and promote the long-term interests of our stockholders and stakeholders.
We have begun the implementation of an ESG program at the direction of management and with oversight from the Board. We have engaged outside consultants to support us in the process of identifying and addressing the most relevant ESG topics for Amwell based on our industry, our impact, and our stakeholders' interests. Our intent is to develop a well-informed, comprehensive ESG strategy that aligns with our strategic corporate priorities. In 2022, we published our inaugural ESG framework, available at investors.amwell.com.
We are committed to being transparent throughout this journey and, moving forward, plan to publish ESG reports regularly. Our approach to ESG is in its beginning stages, but already we have identified three guiding pillars: Our People, Our Products and Our Operations. These pillars allow us to add structure and organization to our ESG strategy, ensuring that we are balanced in our approach.
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Our ESG Framework:
Our Product |
Our People |
Our Operations |
Operational Efficiencies and Environmental Stewardship: Our clients care about outcomes, health access and efficiency. Our solution is designed to enable and empower our clients’ operational goals. The benefits of our services go beyond immediate operational efficiencies associated with health digitization to the power of a truly connected infrastructure. |
Talent Development and Engagement: Our talented team members devote themselves to serving our mission. We do the same for them by creating programs that expand their capabilities, support their growth and development, promote their wellbeing, and encourage them to speak up. |
Cybersecurity and Data Privacy: As an integral member of the healthcare ecosystem working across plans, providers, care professionals, and patients, trust is an imperative. We build that trust by prioritizing the safety and security of personal health information. Our security-focused culture is reinforced throughout the organization by our ongoing training and awareness-building activities. |
Clinician Shortages and Burnout: Personnel shortages and care team burnout are all too common in the healthcare field. This is why we’re focused on enabling our clients to leverage technology and unify the care team’s resources and drive new efficient workflows to achieve sought after efficiencies so that teams can focus on the delivery of care. Our unique automated care programs augment the care team, enabling them to practice at the top of their license. |
Mental and Physical Wellbeing: We believe that best-in-class healthcare starts from within, and mental and physical wellbeing are intertwined. We aim to offer resources and benefits to support employees’ mental and physical health to ensure they can continue to support our collective mission and be the best version of themselves. |
Compliance and Ethics: Our business sits at the intersection of technology and healthcare, which means that compliance and ethics are paramount in order to support our credibility. Our organization has significant people, controls, and processes in place to maintain compliance and support integrity at every turn. |
Patient Experience and Outcomes: With our solution, the patient and provider experience will be fast and seamless for many points along the continuum of care connected via the platform. Our solution is designed to connect care teams to the information they need, helping them coordinate for consults, accelerate next steps, and deliver better outcomes. |
Diversity and Inclusion: As a business built on a foundation of innovation, we understand the importance of diverse perspectives. To this end, we strive to develop a team that is inclusive and representative of diverse individuals. We do this through internal working groups focused on communications, events, research, and human resources and training to support our three DE&I pillars: Recruitment, Awareness & Engagement, and Community Support. |
|
Health Equity and Access: Enabling widespread access and equity in health care is core to our purpose as a business. Our mission is to use technology to connect and enable providers, payers, patients, and innovators to provide greater access to more affordable, higher quality care |
Community Service: Our communities, big and small, are an important part of our identity. We are enriching our communities and advancing healthcare, hunger relief, and equality for all through our corporate social responsibility initiative, Amwell Cares. Each of our team members are encouraged to volunteer on their own and are provided one designated volunteer day each year. |
|
Governance
Our company was founded by industry veterans, and their passion, energy and expertise have contributed to our success as a leading digital care delivery enablement platform in the United States and globally, connecting and enabling providers, insurers, patients, and innovators to deliver greater access to more affordable, higher quality care.
Our management team is governed by our Board of Directors ("Board"), which works alongside them to determine our business strategy, ensure the sustainable growth of the company, and oversee our enterprise risks and opportunities and ESG initiatives. Our Board consists of nine directors, 22% of whom identify as diverse in ethnicity and 78% who are independent. Our Board brings a diversity of perspectives, experience and backgrounds to their role of monitoring and advising management.
Board of Directors and Committees
Our Board may establish the authorized number of directors from time to time by resolution, subject to a minimum of five directors and a maximum of thirteen directors. There are no contractual obligations regarding the election of our directors. Each of our current directors will continue to serve until the election and qualification of his or her successor, or his or her earlier death, resignation or removal.
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Our directors are divided into three classes of directors, with the classes as nearly equal in number as possible. Each of our directors identified below serves in the class indicated. Subject to any earlier resignation or removal in accordance with the terms of our amended and restated certificate of incorporation and amended and restated bylaws, our Class III directors, if elected at the Annual Meeting, will serve until the 2026 annual meeting of stockholders, our Class I directors will serve until the 2024 annual meeting of stockholders and our Class II directors will serve until the 2025 annual meeting of stockholders. Any additional directorships resulting from an increase in the number of directors will be apportioned by the Board of Directors among the three classes.
Below is a list of the names, ages as of March 31, 2023 and classification of the individuals who currently serve as our directors.
Name |
|
Class |
|
Age |
|
|
Position |
|
Director Since |
|
Ido Schoenberg, MD |
|
III |
|
|
58 |
|
|
Chairman, co-Chief Executive Officer |
|
2006 |
Roy Schoenberg, MD, MPH |
|
III |
|
|
55 |
|
|
Director, co-Chief Executive Officer |
|
2006 |
Deval Patrick |
|
II |
|
|
66 |
|
|
Director |
|
2015 |
Dr. Peter Slavin |
|
III |
|
|
65 |
|
|
Director |
|
2016 |
Derek Ross |
|
I |
|
|
51 |
|
|
Director |
|
2018 |
Stephen Schlegel |
|
II |
|
|
60 |
|
|
Director |
|
2019 |
Dr. Delos (Toby) Cosgrove |
|
II |
|
|
82 |
|
|
Director |
|
2019 |
Deborah Jackson |
|
I |
|
|
71 |
|
|
Director |
|
2020 |
Rob Webb |
|
I |
|
|
53 |
|
|
Director |
|
2022 |
Director Biographies
Information concerning our directors is set forth below. The biographical description of each director includes the specific experience, qualifications, attributes and skills that led to the Board of Directors’ conclusion at the time of filing of this Proxy Statement that each person listed below should serve as a director.
Director Nominees (Class III Directors)
Ido Schoenberg, Chairman, co-Chief Executive Officer
Since 2007, Dr. Schoenberg has served as the Chairman and co-CEO of Amwell. He currently oversees the business operations of Amwell. In 1996, together with Phyllis Gotlib, he co-founded iMDSoft, a provider of enterprise software that automates hospital critical care units. He grew the company into a market leader with a large multi-national installed base in the United States, Europe and East Asia. In 2001, Dr. Schoenberg joined CareKey, Inc. as Chief Executive Officer and took the company through its acquisition by the TriZetto group. Dr. Schoenberg served as TriZetto’s Chief Business Strategy Officer until his departure in the summer of 2006. Dr. Schoenberg previously served as the chairman of iMDSoft’s scientific advisory board. Dr. Schoenberg holds an MD from the Sackler School of Medicine. We believe that Dr. Schoenberg’s extensive experience in the healthcare space, prior track record as a successful entrepreneur and leadership skills make him a valuable addition to our Board of Directors.
Roy Schoenberg, President, co-Chief Executive Officer
Since 2007, Dr. Schoenberg has served as President and co-CEO of Amwell. Dr. Schoenberg is the inventor of the American Well® concept. Today, he directs all aspects of our technology and product development. Dr. Schoenberg was previously the founder of CareKey, Inc., a software vendor offering electronic health management systems. Dr. Schoenberg led CareKey through product development, market introduction, and the adoption of its solutions. Dr. Schoenberg continued to serve as Senior Vice President and Chief Internet Solutions Officer at TriZetto, following its acquisition of CareKey in December 2005. In 2013, Dr. Schoenberg was appointed to the Federation of State Medical Boards’ task force delivering landmark guidelines for the “Appropriate Use of Telehealth in Medical Practice.” Dr. Schoenberg is the author of numerous publications, talks, and books in the area of medical informatics, many of which he published during his work at the Center for Clinical Computing at Harvard’s Beth Israel Deaconess Hospital, where he was a Fellow in Clinical Informatics from 1998 to 2001. Dr. Schoenberg holds an MD from the Hebrew University Medical School and an MPH in Healthcare Management from Harvard University. We believe that Dr. Schoenberg’s extensive experience in the healthcare space, prior track record as a successful entrepreneur and leadership skills make him a valuable addition to our Board of Directors.
Dr. Peter Slavin, Director
Peter L. Slavin, MD has a long history of leadership roles in academic medicine and has recently transitioned to pursue his interests in healthcare investment, advising, and consulting. In 2022, he joined Advent International (a global private equity firm that invests in healthcare) as an Operating Partner. For the last 6 years, he has served on the board of Amwell. In 2022, he joined the board of Point32Health, a large non-profit health insurer in New England. He is a senior advisor and advisory board member
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at Arsenal Capital Partners (a New York based private equity firm). Dr. Slavin served as the President of Massachusetts General Hospital from January 2003 until September 2021. From 1999-2002, he served as Chairman and Chief Executive Officer of the Massachusetts General Physicians Organization, which included over 1,700 physicians and employed nearly 1,000 of them. From 1997 to 1999, Dr. Slavin served as President of Barnes-Jewish Hospital in St. Louis, Missouri. Before that, he did his training in Internal Medicine at Massachusetts General Hospital from 1984 to 1987 and was Senior Vice President and Chief Medical Officer from 1994 to 1997. Dr. Slavin graduated from Harvard College in 1979, Harvard Medical School in 1984, and Harvard Business School in 1990. Dr. Slavin teaches health care management at Harvard Medical School where he is a Professor of Health Care Policy. He chaired the boards of the Association of American Medical Colleges and the Massachusetts Hospital Association. He is the recipient of the Harold Amos Faculty Diversity Award from Harvard Medical School, and the Dr. Jim O’Connell Award from Boston Healthcare for the Homeless. He is also a member of the National Academy of Medicine and the American Academy of Arts and Sciences. We believe that Dr. Slavin’s extensive experience in the healthcare space, his understanding of health systems and leadership skills make him a valuable addition to our Board of Directors.
Directors with Terms Expiring in 2024 (Class I Directors)
Derek Ross
Mr. Ross is an accomplished healthcare executive with 25+ years of healthcare and financial experience. During his 21-year career at Philips, he held senior leadership roles within several of Philips’ healthcare hardware, software, and services businesses. He most recently was the Leader for the Aging and Caregiving, Senior Living businesses. Before that position, he led the Global Population Health Management business group. Mr. Ross also, during his tenure, led the finance organizations for Philips’s Healthcare Informatics and Population Health Management business groups. Mr. Ross holds a BA in Business Studies from Babson College and an MBA from the F.W. Olin Graduate School of Business at Babson College. We believe that Mr. Ross’s extensive experience in the health technology space and leadership skills make him a valuable part of our Board of Directors.
Deborah Jackson
Since 2011, Ms. Jackson has served as the President of Cambridge College. From 2002 to 2011, Ms. Jackson served as the CEO of the American Red Cross of Eastern Massachusetts. Prior to that, she was Vice President of the Boston Foundation and Senior Vice President at Boston Children’s Hospital. She spent a decade early in her career at one of the country’s leading research and consulting firms, Abt Associates, where she served as the Deputy Director of its Healthcare and Income Security Group. Throughout her career, Ms. Jackson has served on numerous boards and commissions including serving on the Mayor’s Task Force on Healthcare Disparities as Co-Chair, the Group Insurance Commission of the Commonwealth of Massachusetts, the Board of Directors of Harvard Pilgrim Health Care, and the National Association of Corporate Directors. She currently serves as the Lead Director of Eastern Bankshares, Inc. and is a board member of the Eastern Bank Charitable Foundation and serves on the board of John Hancock Investments and the Massachusetts Women’s Forum. Ms. Jackson holds a BA from Northeastern University and a Masters in City Planning from the Massachusetts Institute of Technology. She is the recipient of honorary doctorate degrees from Curry College and Merrimack Valley College. We believe that Ms. Jackson’s extensive experience in the healthcare space and leadership skills make her a valuable addition to our Board of Directors.
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Rob Webb
Rob Webb is an experienced health care executive and board member, and advocate for innovation in long-established industries. Most recently, he spent 19 years with UnitedHealth Group in a number of executive roles, including the CEO of Optum’s consumer and specialty network businesses for 10 years, and the president of UHG Ventures for 9 years. He is currently the president of Onward Ventures, a venture studio focused on driving innovation in health care and other industries. In addition to the Amwell board, Mr. Webb serves in a board role for Ardent Health, Delmec Ireland, and The Kellogg School Health Care Advisory Board. He has held board roles for fast-growing, innovate health care businesses, including Symphonix Health, Sanvello, Naviguard, Bind Insurance (now Surest), Level2 and others. Rob received his bachelor’s degree in mechanical engineering from the University of Minnesota, and his MBA in finance from the Kellogg School of Management at Northwestern University. We believe that Mr. Webb’s extensive experience in the healthcare space and leadership skills make him a valuable addition to our Board of Directors.
Directors with Terms Expiring in 2025 (Class II Directors)
Deval Patrick, Director
Mr. Patrick serves as Co-Director of the Center for Public Leadership at the Harvard Kennedy School and a professor of practice on the faculty. He is also a Senior Advisor to Bain Capital and co-chair of American Bridge 21st Century Foundation, a progressive political action committee. He is the founder and, from April 2015 to December 2019, was Managing Partner of Bain Capital Double Impact, a growth equity fund that invests in commercial businesses for both competitive financial returns and positive social impact. From January 2007 to January 2015, he served as Governor of Massachusetts. He has been a senior executive in two Fortune 50 companies, a partner in two Boston law firms, and by appointment of President Bill Clinton, the Assistant Attorney General for Civil Rights in the United States Justice Department. He is a Rockefeller Fellow, a Crown Fellow of the Aspen Institute, and the author of two books. Mr. Patrick earned an AB cum laude from Harvard College and a JD from Harvard Law School. In addition to Amwell, he serves on the boards of Global Blood Therapeutics, where he serves on the audit and nominating and governance committees; Cerevel Therapeutics, where he serves on the compensation committee; Toast Inc., where he chairs the nominating and governance committee; and Twilio, where he serves on the compensation committee. We believe that Mr. Patrick’s extensive experience in public policy, business management, and leadership make him a valuable addition to our Board of Directors.
Stephen Schlegel, Director
From August 2005 to his early retirement in February 2021, Mr. Schlegel has served as Vice President, Corporate Development at Anthem, Inc., a leading health benefits company. In this capacity, Mr. Schlegel was responsible for leading the company’s corporate development activities, managing mergers and acquisitions and corporate negotiations. He previously served from 1998 to 2005 as Vice President, Corporate Development and Strategy at Sprint. Mr. Schlegel holds a BA in accounting from Loras College and an MBA from the University of Chicago Booth School of Business. We believe that Mr. Schlegel’s extensive experience in the healthcare space, background in corporate development and leadership skills make him a valuable addition to our Board of Directors.
Dr. Delos (Toby) Cosgrove, Director
Dr. Cosgrove is the former CEO and President of the Cleveland Clinic. Serving from 2004 through 2017, he led the $8 billion organization to new heights of achievement and efficiency, seeing it ranked the #2 hospital in America (U.S. News). He currently serves as Executive Advisor to Cleveland Clinic, working with the Cleveland Clinic leadership on strategies for national and international growth. As CEO from 2004 to 2017, he reorganized services, improved outcomes and patient experience, and strengthened the organizations finances. Dr. Cosgrove holds a BA from Williams College and an MD from the University of Virginia School of Medicine. Dr. Cosgrove joined the Cleveland Clinic in 1975 and chaired the Department of Thoracic and Cardiovascular Surgery from 1989 to 2004. He performed over 22,000 operations and earned an international reputation in valve repair. He holds 30 patents for medical innovations. He trained at Massachusetts General Hospital and Brook General Hospital in London. In 1967, he was a surgeon in the U.S. Air Force, earning a Bronze Star. Dr. Cosgrove is a member of the National Academy of Medicine, and a Fellow of the National Academy of Inventors. In 2016, he was a Fortune Businessperson of the Year (No 14.) Three successive presidents of the United States have consulted him on healthcare issues. We believe that Dr. Cosgrove’s extensive experience in the healthcare space, background in health systems and public policy and leadership skills make him a valuable addition to our Board of Directors.
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Board Skills Matrix
Our Board believes that it should be a diverse body with a mix of viewpoints, skills, and experience in order to ensure effective oversight for our business. As such, our Nominating and Corporate Governance Committee and our Board as a whole are focused on ensuring that a wide range of experience, qualifications, attributes, skills, and perspectives are represented on our Board. We use a variety of methods for identifying and evaluating potential director candidates whose expertise complements and/or fills gaps in the Board’s aggregate skill set. The Board believes that each director has valuable individual competencies and backgrounds that, taken together, provide the tools necessary to offer thoughtful and engaging oversight of our business.
As indicated in the directors’ biographies, our directors have exhibited significant leadership skills and extensive experience in the medical and healthcare technology fields, each of which the Board believes provides valuable knowledge regarding critical elements of our business. The following matrix identifies the primary experience, qualifications, attributes and skills of each of our directors. This matrix does not encompass all the experience, qualifications, attributes or skills of our directors, and the fact that a particular experience, qualification, attribute or skill is not listed does not mean that a director does not possess it. The type and degree of experience, qualifications, attributes and skills listed below may vary among members of the Board.
Director Experiences, Qualifications, Attributes & Skills |
Ido Schoenberg, MD |
Roy Schoenberg, MD, MPH |
Deval Patrick |
Dr. Peter Slavin |
Derek Ross |
Stephen Schlegel |
Dr. Delos (Toby) Cosgrove |
Deborah Jackson |
Rob Webb |
Healthcare and Medical Operational Expertise |
X |
X |
|
X |
X |
X |
X |
|
X |
Academics and Research |
|
|
X |
X |
|
|
X |
X |
|
Corporate Governance |
|
X |
X |
X |
|
|
X |
X |
X |
Technology & Cybersecurity |
|
X |
|
|
X |
|
|
|
|
Accounting and Financial Reporting |
|
|
X |
|
X |
X |
|
|
X |
Regulatory, Government and Compliance |
|
|
X |
|
|
|
X |
|
|
Strategy and M&A |
X |
|
|
|
X |
X |
X |
|
X |
Independence |
|
|
X |
X |
X |
X |
X |
X |
X |
Director Independence
Under the NYSE listing standards, no director qualifies as “independent” unless the Board of Directors affirmatively determines that the director has “no material relationship” with the listed company, either directly or as a partner, shareholder or officer of an organization that has a relationship with the company.
Our Board of Directors has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment and affiliations, our Board of Directors has determined that Stephen Schlegel, Deval Patrick, Dr. Peter Slavin, Derek Ross, Dr. Toby Cosgrove, Rob Webb and Deborah Jackson do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under applicable NYSE rules. In making these determinations, our Board of Directors considered the current and prior relationships that each non-employee director has with the Company and all other facts and circumstances our Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section titled “Certain Relationships and Related Person Transactions.”
Relationships
Drs. Ido and Roy Schoenberg are siblings, and Dr. Ido Schoenberg and Phyllis Gotlib are married to each other.
Board Leadership Structure
Although our Board does not have a formal policy as to whether the roles of Chairman of our Board and Chief Executive Officer should be combined or separated, Dr Ido Schoenberg serves as both the Chairman of our Board and co-Chief Executive Officer. We do not have a lead independent director. Our Board believes that the current board leadership structure, coupled with a strong emphasis on board independence, provides effective independent oversight of management and risk management processes while allowing our Board and management to benefit from Dr. Ido Schoenberg’s extensive executive leadership and operational experience.
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Our Board has concluded that our current leadership structure is appropriate at this time. However, our Board will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate.
Attendance at Board and Annual Meetings
During 2022, our Board had 6 meetings, our Audit Committee had 4 meetings, our Compensation Committee had 6 meetings, and our Nominating and Corporate Governance Committee had 1 meeting. In addition to regularly scheduled and special meetings, the Board and its committees routinely hold informal discussions and perform certain actions by written consent. For example, the members of the Nominating and Corporate Governance Committee met unofficially numerous times with management and other directors to discuss potential director appointments and the Board assessment process before these topics were presented and discussed at Board meetings. The Board, the Audit Committee, the Compensation Committee and the Nomination and Corporate Governance Committee acted by written consent 4, 1, 5 and 2 times, respectively. Each director attended at least 75% of the aggregate of (i) the total number of meetings of our Board held during the period for which he or she served as a director and (ii) the total number of meetings held by all committees of our Board on which such director served (held during the period of such director’s committee service). Our non-employee directors, as well as our independent directors, meet in regularly scheduled sessions, typically after a scheduled Board meeting. Our Board has not formally selected a director to preside over either our executive sessions of non-employee directors or our executive sessions of independent directors. Instead, the participating directors designate a presiding director for the session.
Although we do not have a formal policy regarding attendance by members of our Board at annual meetings of stockholders, we encourage our directors to attend such meetings. All of our directors attended our 2022 annual meeting of stockholders.
Board Committees
Our Board has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, each of which have the composition and responsibilities described below. Our Board may establish other committees to facilitate the management of our business. Copies of the charters of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are available in the “Corporate Governance—Governance Overview” section of our investor relations website (http://investor.amwell.com/governance/governance-documents/default.aspx). Members serve on these committees until their resignation or until otherwise determined by our Board.
The following table sets forth the standing committees of our Board and the members of each such committee as of the date of this Proxy Statement:
Name |
|
Audit Committee |
|
|
Compensation Committee |
|
|
Nominating and Corporate Governance Committee |
|
|||
Deval Patrick |
|
Member |
|
|
|
— |
|
|
|
— |
|
|
Dr. Peter Slavin |
|
|
— |
|
|
Chair |
|
|
Chair |
|
||
Derek Ross |
|
Member |
|
|
|
— |
|
|
|
— |
|
|
Stephen Schlegel |
|
Chair |
|
|
Member |
|
|
Member |
|
|||
Dr. Delos (Toby) Cosgrove |
|
|
— |
|
|
|
— |
|
|
Member |
|
|
Deborah Jackson |
|
|
— |
|
|
|
— |
|
|
Member |
|
|
Rob Webb |
|
Member |
|
|
|
— |
|
|
|
— |
|
|
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Audit Committee
The Board of Directors has determined that all Audit Committee members meets the requirements for independence under the current NYSE listing standards and satisfy the “independence” requirements set forth in Rule 10A-3 under the Exchange Act. Each member of our Audit Committee is financially literate. In addition, our Board of Directors has determined that each of Derek Ross and Rob Webb is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act. This designation does not impose on our audit committee financial expert any duties, obligations or liabilities that are greater than are generally imposed on members of our Audit Committee and our Board of Directors. Our Audit Committee is directly responsible for, among other things:
Compensation Committee
Each member of this committee is a non-employee director, as defined by Rule 16b-3 promulgated under the Exchange Act, and an outside director, as defined pursuant to Section 162(m) of the Code, and meets the requirements for independence under the current NYSE listing standards and SEC rules and regulations. Our Compensation Committee is responsible for, among other things:
The Compensation Committee may delegate any of its responsibilities to subcommittees or the chair of the committee and has delegated to our Chief Executive Officer the authority to make grants of equity awards to individuals who are not subject to Section 16 of the Exchange Act, pursuant to its Delegation Policy.
For a description of the role of our executive officers and independent compensation consultant in determining or recommending the amount or form of executive and director compensation, see “Director Compensation” and “Compensation Discussion and Analysis.”
Nominating and Governance Committee
Our nominating and corporate governance committee consists solely of independent members. Our nominating and governance committee is responsible for, among other things:
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Role of the Board in Risk Oversight
One of the key functions of our Board of Directors is informed oversight of our risk management process. Such risks include, among others, strategic, financial, business and operational, cybersecurity, legal and regulatory compliance, and reputational risks. Our Board of Directors does not have a standing risk management committee, but rather administers this oversight function directly through the Board of Directors as a whole, as well as through its standing committees that address risks inherent in their respective areas of oversight. In particular, our Board of Directors is responsible for monitoring and assessing strategic risk exposure. Our Audit Committee is responsible for reviewing and discussing our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies with respect to risk assessment and risk management. In addition to oversight of the performance of our external auditors, our Audit Committee also monitors compliance with legal and regulatory requirements, cybersecurity and reviews related party transactions. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs have the potential to encourage excessive risk-taking. Our Nominating and Corporate Governance Committee monitors the effectiveness of our Corporate Governance Guidelines.
Hedging Policy
Transactions in derivative securities may reflect a short-term and speculative interest in our securities and may create the appearance of impropriety. Trading in derivatives may also focus attention on short-term performance at the expense of our long-term objectives. Therefore, our Insider Trading Policy prohibits our directors, officers and employees from engaging in transactions to hedge ownership of our common stock, including publicly traded options, such as puts and calls, and other derivative securities with respect to our Class A common stock. Stock options, stock appreciation rights and other securities issued pursuant to our benefit plans or other compensatory arrangements with us are not subject to this prohibition.
Director Nomination Process
Our Nominating and Corporate Governance Committee uses a variety of methods for identifying and evaluating potential director candidates. In its evaluation of director candidates, including the current directors eligible for re-election, our Nominating and Corporate Governance Committee will consider the current size and composition of our Board of Directors and the needs of our Board of Directors and the respective committees of our Board of Directors.
Some of the qualifications that our Nominating and Corporate Governance Committee considers include, without limitation, experience of particular relevance to us and the Board of Directors, accomplishments, superior credentials, independence, area of expertise, diversity, and the highest ethical and moral standards.
In determining whether to recommend a director for re-election, the Nominating and Corporate Governance Committee also considers the director’s past attendance at meetings and participation in and contributions to the activities of the Board of Directors and the Company. Although our Board of Directors does not maintain a specific policy with respect to board diversity, our Board of Directors believes that the board should be a diverse body, and the Nominating and Corporate Governance Committee considers a broad range of backgrounds and experiences. In making determinations regarding nominations of directors, the Nominating and Corporate Governance Committee may take into account such factors as gender, race, ethnicity, differences in professional background, education, skill, and other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the Board of Directors. After completing its review and evaluation of director candidates, our Nominating and Corporate Governance Committee recommends to our full Board of Directors the director nominees for selection.
Our Nominating and Corporate Governance Committee will consider candidates for director recommended by stockholders of the Company who are stockholders of record at the time of the submission of the director recommendation and on the record date for the determination of stockholders entitled to vote at the annual meeting. The Nominating and Corporate Governance committee will evaluate such recommendations in accordance with the regular director nominee criteria described above. This process is designed to ensure that our Board of Directors includes members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to our business.
A stockholder that wants to recommend a candidate for election to our Board of Directors should direct the recommendation in writing to the Company, attention of the General Counsel at American Well Corporation, 75 State Street., 26th Floor, Boston, MA 02109. The recommendation must include the candidate’s name, age, home and business contact information, detailed biographical data, relevant qualifications, a signed letter from the candidate confirming willingness to serve, information regarding any relationships between the candidate and the Company and evidence of the recommending stockholder’s ownership of our capital stock. Such recommendation must also include a statement from the recommending stockholder in support of the candidate, particularly within the context of the criteria for membership on our Board of Directors.
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Nominations for directors must comply with our bylaws, including the deadlines and information requirements.
Communications with Our Board
Our Board has adopted a formal process by which stockholders and other interested parties may communicate with our Board, our independent directors as a group or any of our directors. Stockholders and other interested parties may send written communications addressed to our General Counsel at American Well Corporation, 75 State Street, 26th Floor, Boston, MA 02109. Each communication will be reviewed by our General Counsel to determine whether it is appropriate for presentation to our Board or the applicable director(s). The purpose of this screening is to allow our Board to avoid having to consider irrelevant or inappropriate communications (such as advertisements, solicitations, and product inquiries).
Controlled Company
We are a “controlled company” within the meaning of the corporate governance standards of the New York Stock Exchange (“NYSE”). Under these rules, a listed company for which more than 50% of the voting power is held by an individual, group, or another company is a “controlled company.” Drs. Ido and Roy Schoenberg hold 51% of the total combined voting power of our outstanding common stock. As a result, we qualify for exemption from certain independence requirements, including the requirement that we have a Board of Directors composed of a majority of independent directors, and a Compensation Committee and a Nominating and Corporate Governance Committee be composed entirely of independent directors. However, we do not rely on these exemptions and a majority of our directors are independent and all of the committees of our Board of Directors are completely independent.
DIRECTOR COMPENSATION
Non-Employee Director Compensation Policy
All of our non-employee directors are eligible to receive compensation for their service on our Board of Directors. Board members who are also our employees are not paid additional compensation for their service on our board.
The Board’s non-employee director compensation policy is designed to provide a total compensation package that enables us to attract and retain, on a long-term basis, high-caliber non-employee directors. The Board may amend, modify or terminate the policy at any time. The policy is reviewed annually by the Compensation Committee and the full Board with reference to the policies of each of the members of a peer group of similar companies selected by the Compensation Committee in consultation with Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”), its independent compensation consultant.
The compensation for services is based on the director compensation policy, under which our non-employee directors are eligible to receive annual cash retainers and RSU grants, as follows: (i) annual cash retainer of $75,000, paid in quarterly installments in arrears, (ii) an initial RSU grant with a fair market value of $400,000 to be made in connection with the director’s appointment to the Board of Directors (“Initial RSUs”), which vests in equal annual installments over three years, and (iii) an annual RSU grant with a fair market value of $200,000 to be made in connection with our annual meeting of stockholders (“Annual RSUs”), which vests on the earlier of:
(A) the day immediately preceding the date of our first annual meeting of stockholders following the date of grant and
(B) the first anniversary of the date of grant.
The value of Initial RSUs and Annual RSUs is determined using the closing price of the Company’s Class A common stock on the NYSE on the date of the award. The Board has reserved discretion under the policy to grant all or a portion of the foregoing equity awards in any combination of equity-based awards available for grant under the 2020 Equity Plan or any other applicable equity incentive plan maintained by the Company at the time of grant.
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Non-Employee Director Compensation
The following table sets forth information concerning the compensation earned by each of our non-employee directors during the fiscal year ended December 31, 2022.
Name |
|
Fees Earned or Paid in Cash ($) |
|
|
Stock Awards |
|
|
All Other |
|
|
Total |
|
||||
Stephen Schlegel |
|
$ |
75,000 |
|
|
$ |
199,997 |
|
|
|
— |
|
|
$ |
274,997 |
|
Deval Patrick |
|
$ |
75,000 |
|
|
$ |
199,997 |
|
|
|
— |
|
|
$ |
274,997 |
|
Derek Ross |
|
$ |
75,000 |
|
|
$ |
199,997 |
|
|
|
— |
|
|
$ |
274,997 |
|
Peter Slavin |
|
$ |
75,000 |
|
|
$ |
199,997 |
|
|
|
— |
|
|
$ |
274,997 |
|
Delos Cosgrove |
|
$ |
75,000 |
|
|
$ |
199,997 |
|
|
|
— |
|
|
$ |
274,997 |
|
Deborah Jackson |
|
$ |
75,000 |
|
|
$ |
199,997 |
|
|
|
— |
|
|
$ |
274,997 |
|
Rob Webb |
|
$ |
18,750 |
|
|
$ |
439,926 |
|
|
|
— |
|
|
$ |
458,676 |
|
Name |
|
Stock Options (#) |
|
|
Unvested |
|
||
Stephen Schlegel |
|
|
— |
|
|
|
55,543 |
|
Deval Patrick |
|
|
161,700 |
|
|
|
55,543 |
|
Derek Ross |
|
|
— |
|
|
|
55,543 |
|
Peter Slavin |
|
|
302,000 |
|
|
|
55,543 |
|
Delos Cosgrove |
|
|
264,000 |
|
|
|
55,543 |
|
Deborah Jackson |
|
|
— |
|
|
|
55,543 |
|
Rob Webb |
|
|
— |
|
|
|
107,825 |
|
Non-Employee Director Stock Ownership Guidelines
We implemented stock ownership guidelines in October 2022, as we believe stock ownership is an important tool to strengthen the alignment of interests among our executive officers, non-employee directors and our stockholders. Each non-employee director is required to hold Company stock with a value equal to five (5) times his/her annual cash retainer. Each non-employee director will have five (5) years from the date of the adoption of these guidelines or their subsequent initial appointment to the Board of Directors to comply with the guidelines. After the initial five-year phase-in period, compliance with the ownership guideline will be measured on December 31 of each year. For purposes of measuring compliance with these guidelines, time-based restricted stock units (whether or not vested) and Company stock owned directly, or beneficially owned by the non-employee director or the non-employee director’s family members, will count. Unexercised stock options, including vested in-the-money options, and performance-based restricted stock/restricted stock units that are unearned (i.e., performance-based awards for which the applicable performance conditions have not been satisfied) are not counted for purposes of compliance.
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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Policy Concerning Related Person Transactions
Our Board of Directors has adopted a written policy, which we refer to as the related person transaction approval policy, for the review of any transaction, arrangement or relationship in which we are a participant, if the amount involved exceeds $120,000 and one of our executive officers, directors, director nominees or beneficial holders of more than 5% of our total equity (or his or her immediate family members), each of whom we refer to as a related person, has a direct or indirect material interest.
If a related person proposes to enter into such a transaction, arrangement or relationship, which we refer to as a related person transaction, the related person must report the proposed related person transaction to the chairman of our Audit Committee. The policy calls for the proposed related person transaction to be reviewed and, if deemed appropriate, approved by the Audit Committee. In approving or rejecting such proposed transactions, the Audit Committee will be required to consider relevant facts and circumstances. The Audit Committee will approve only those transactions that, in light of known circumstances, are deemed to be in our best interests. In the event that any member of the Audit Committee is not a disinterested person with respect to the related person transaction under review, that member will be excluded from the review and approval or rejection of such related person transaction; provided, however, that such Audit Committee member may be counted in determining the presence of a quorum at the meeting of the Audit Committee at which such transaction is considered. If we become aware of an existing related person transaction which has not been approved under the policy, the matter will be referred to the Audit Committee. The Audit Committee will evaluate all options available, including ratification, revision or termination of such transaction. In the event that management determines that it is impractical or undesirable to wait until a meeting of the Audit Committee to consummate a related person transaction, the chairman of the Audit Committee may approve such transaction in accordance with the related person transaction approval policy. Any such approval must be reported to the Audit Committee at its next regularly scheduled meeting.
We describe below transactions and series of similar transactions, during our last fiscal year or currently proposed, to which we were a party or will be a party, in which:
Other than as described herein, there have not been, nor are there any currently proposed, transactions or series of similar transactions meeting these criteria to which we have been or will be a party other than compensation arrangements, which are described where required under “Directors Compensation” and “Compensation Discussion and Analysis”.
Provision of Telehealth Services
We contract with and provide telehealth services to certain affiliated parties, including Cleveland Clinic. For additional information, see Note 16 to our audited consolidated financial statements included in our Annual Report on Form 10-K.
Indemnification Agreements
We have entered into indemnification agreements with each of our directors and executive officers. These agreements provide that the Company shall hold harmless and indemnify each indemnitee against all expenses and losses actually and reasonably incurred by him or her by reason of the fact that he or she is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, in each case, to the fullest extent permitted under the DGCL.
Transactions with Others
Dr. Ido Schoenberg’s son, Dan Wahrhaft, is employed with the Company as Vice President, Sales & Account Management. Mr. Wahrhaft received aggregate compensation, inclusive of his base salary, bonus, equity awards granted and Company contribution under the Company’s defined contribution retirement plan, of $199,563 for his employment in the year ended December 31, 2022.
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EXECUTIVE OFFICERS
The following table sets forth certain information about our executive officers and their respective ages as of March 31, 2023. Officers are elected by the Board of Directors to hold office until their successors are appointed and qualified.
Name |
|
Age |
|
|
Position |
|
Ido Schoenberg, MD |
|
|
58 |
|
|
Chairman, co-Chief Executive Officer |
Roy Schoenberg, MD, MPH |
|
|
55 |
|
|
President, co-Chief Executive Officer |
Phyllis Gotlib |
|
|
66 |
|
|
President, International |
Robert Shepardson |
|
|
58 |
|
|
Chief Financial Officer |
Kurt Knight |
|
|
44 |
|
|
Chief Operating Officer |
Vukasin (Vaughn) Paunovich |
|
|
52 |
|
|
Executive Vice President, Enterprise Platforms |
For the biographies of Drs. Ido Schoenberg and Roy Schoenberg, see the section titled “Board of Directors and Corporate Governance—Continuing Directors.”
Phyllis Gotlib, President, American Well International
Since January 2018, Ms. Gotlib has led Amwell’s international operations. Prior to joining Amwell, Phyllis was Executive Partner at Flare Capital. She also served as co-founder and CEO of iMDsoft, a disruptive clinical information technology company that created innovative, market-leading solutions to streamline and optimize hospitals’ high-acuity care. Phyllis led iMDsoft from inception through its exponential international growth and ultimately to its acquisition by TPG Growth in 2012. Prior to iMDsoft, she founded PS Gluck, a lucrative diamond trade company which she managed for many years with her partner in the Israeli Diamond Exchange (IDE). After her departure from PS Gluck, Phyllis joined Tactic Capital Markets (TCM), a boutique investment firm, as a managing partner. At TCM, Phyllis began to focus on healthcare investments. In addition to her business ventures, Phyllis is an active philanthropist and social activist. She holds leadership roles on various not for profit organizations including Zahal Disabled Veterans Organization (ZDVO) and the Israel American Council (IAC). Phyllis works closely with Flare Capital’s entrepreneurs, providing deep healthcare technology insights and experience to support portfolio companies to become market leaders.
Robert Shepardson, Chief Financial Officer
Since October 2021, Mr. Shepardson has served as Chief Financial Officer of Amwell overseeing the financial aspects of the company. He joined Amwell from Morgan Stanley, where he held various leadership roles in Global Capital Markets and in Media and Communications Investment Banking. Most recently, Mr. Shepardson held the position of Managing Director in Global Capital Markets with responsibility for all equity issuance in the Healthcare sector. Mr. Shepardson serves as Treasurer on the board of The Alliance for Positive Change, an organization focused on transforming the lives of New Yorkers living with HIV/AIDS and other chronic illnesses. He graduated cum laude with a Bachelor of Arts in Economics from Princeton University and earned his Master of Business Administration from the Tuck School of Business at Dartmouth College.
Kurt Knight, Chief Operating Officer
Since 2019, Mr. Knight has served as our Chief Operating Officer. He previously served from 2018 to 2019 as Head of Business Operations. He is responsible for the delivery of Amwell products and services to our customer base. Since joining in 2011, he previously held roles as head of Clinical Services and Corporate Development. Prior to Amwell he was a manager in the healthcare practice at the Boston Consulting Group. Mr. Knight holds a BA in Economics from Brigham Young University, a Master of Public Health from Columbia University, and an MBA from Harvard Business School.
Vaughn Paunovich, Executive Vice President, Enterprise Platforms
Since 2022, Mr. Paunovich has served as our Executive Vice President of Enterprise Platforms, where he is responsible for end-to-end product management, engineering, and technology. Mr. Paunovich brings over 25 years' experience leading large scale transformation efforts as a CIO, CTO, and CDO for Fortune 500 companies including United Health Group, General Electric, Bank of America and Travelers. A design thinker with a strong product focus, Mr. Paunovich has spent his career spearheading critical innovation initiatives that have driven the digitization of many industries from healthcare to retail. Mr. Paunovich graduated from the University of Albany.
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COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis (“CD&A”) discusses the principles and objectives underlying our policies and decisions with respect to the compensation of our named executive officers (“NEOs”), as well as other material factors relevant to an analysis of these policies and decisions regarding our 2022 executive compensation program. This CD&A is intended to be read in conjunction with the tables that immediately follow this section, which provide further compensation information for the following NEOs:
Name |
|
Position |
Ido Schoenberg, MD |
|
Chairman, co-Chief Executive Officer |
Roy Schoenberg, MD, MPH |
|
President, co-Chief Executive Officer |
Phyllis Gotlib |
|
President, International |
Robert Shepardson |
|
Chief Financial Officer |
Kurt Knight |
|
Chief Operating Officer |
Vukasin (Vaughn) Paunovich(1) |
|
Executive Vice President, Enterprise Platforms |
The primary objectives of our executive compensation program are to retain key executives, attract new talent and link compensation to achievement of business objectives. We believe our 2022 NEO compensation demonstrates the Company’s commitment to aligning executive pay with corporate performance. This CD&A provides an overview of our executive compensation philosophy, the overall objectives of our executive compensation program and each element of compensation provided. In addition, it explains how and why the Compensation Committee (for purposes of this Compensation Discussion and Analysis, the compensation tables and related information that follows and Proposal No. 3, the “Committee”) arrived at the specific compensation policies and decisions involving our NEOs in respect of 2022.
2022 Compensation Decisions: Strong Emphasis on Performance-Based Pay
Co-CEO Compensation: Majority Performance-Based (Total and Long-Term Incentive Equity)
Our CEOs’ 2022 total compensation was more than 90% performance-based, with 100% of the equity grants being performance stock units, or PSUs, subject to rigorous and challenging market capitalization hurdles over the course of a three-year performance period. Consistent with our compensation philosophy, which emphasizes performance-based and “at-risk” pay, this proportion of performance-based and at-risk compensation encourages a focus on the Company’s short- and long-term success to align with the long-term interests of our stockholders.
Long-Term Incentives: 100% Performance-Based Equity for CEOs, 70% Performance-Based for other NEOs; Challenging Market Capitalization Hurdles
As described above, more than 90% of our co-CEOs’ total compensation was performance-based, with 100% of the long-term incentive equity grants being performance-based. Our other NEOs’ 2022 compensation (excluding our new hire, Mr. Paunovich) was more than 80% performance based, with 70% of equity grants being PSUs, that are similarly subject to rigorous market capitalization hurdles over a three-year period, with the remaining 30% being time-based restricted stock units, or RSUs (excluding the new hire grant to Mr. Paunovich, which was allocated 50% PSUs and 50% RSUs based on the Committee’s determination of a competitive compensation package that would not only induce Mr. Paunovich to accept his employment offer but would also promote long-term retention as well as pay for performance). This enhances the strong link between pay and performance for our NEOs and the alignment of their interests with those of Amwell and its stockholders.
2022 Annual Incentive Targets Increased and Rigorous, Objective
We established a goal for the revenue metric that was rigorous, aggressive, challenging, attainable only with strong performance, and that took into account the relevant opportunities and risks. The target was approximately 14% higher than prior year actual performance at $288 million, above our highest projections with regard to outlook as communicated to stockholders in February 2022. Ultimately, we achieved very solid results of $277.2 million, a nearly 10% increase, and which was between the threshold and target levels. The Committee determined that the Company’s achievement was 96.25% of our 2022 target. Based on such
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achievement, combined with determination of the NEOs’ individual performance achievement, the Committee approved annual incentive plan payout of approximately 76% of target for the CEOs and 84.4% target for the other NEOs.
Peer Group: Assessed and Updated Peer Group
Each year, the Committee, with the assistance of its independent compensation consultant, reassesses the group of peer companies to use as a reference point for evaluating executive compensation. In connection with determining the compensation of the CEOs and other executive officers, in the second half of 2021, the Committee conducted a review of our peer group to ensure its continued appropriateness.
In light of the growth of our Company, the Committee revised the peer group selection criteria for revenue in August 2022. Using the typical range of 0.25x to 2.5x the Company’s then-current revenue, the peer group selection criteria were updated to reference a revenue range of $150 million to $850 million, along with a market capitalization range of 0.3x to 3.0x the Company’s then-current market capitalization range. Using these criteria, together with merger and acquisition activity, resulted in the removal of five (5) companies and the addition of four (4) new companies as compared to our 2020 peer group, as discussed in more detail in the section titled “Compensation Peer Groups and Peer Selection Process” below.
Consistent with best practices for corporate governance, the Committee has committed to review the peer group annually.
2022 Stockholder Engagement
The Board believes that directly engaging with stockholders is a critical process for receiving and understanding feedback on subjects that matter most to them. After the 2022 annual meeting of stockholders, as a proactive measure, and in accordance with best practices in corporate governance, we conducted an inaugural round of stockholder engagement.
We contacted our top 20 stockholders, representing approximately 30% of the Company’s outstanding shares. We invited them to share their feedback regarding our executive compensation programs and to discuss ESG, corporate governance and other topics.
We held calls with 6 stockholders representing approximately 22% of our outstanding shares. We received responses from 6 other stockholders that they did not seek to engage at this time. We did not receive replies from the remainder of the stockholders we contacted.
Our CFO, Head of Investor Relations and General Counsel conducted these conversations on behalf of the Company. The feedback received was then shared and discussed with the full Committee and the Board of Directors.
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Incorporating Feedback from Stockholders
During these discussions, we received valuable commentary and insights from stockholders regarding our executive compensation practices and disclosure as a result of our engagement with stockholders. As shown below, we have made changes in response to the feedback we received.
What We Heard |
How We Responded |
Increase the proportion of performance-based equity in the long-term incentive equity component of the executive compensation program; enhance CD&A disclosure regarding performance-based equity |
In 2022, the Company introduced PSUs subject to rigorous and challenging market capitalization hurdles over the course of a three-year performance period. The majority of total compensation and long-term incentive equity for our NEOs was performance-based. In 2023, we again issued PSU to our executive team as part of the annual long-term incentive plan process and our goal is to continue utilizing this equity vehicle going forward. |
|
|
Address the relatively high value of target total compensation awarded to the CEOs |
The Committee has committed not to make any performance-based or time-based equity to the co-CEOs grants during the performance period of the PSUs granted in 2022 (2022 PSUs), which is a three (3) year period. |
|
|
Adopt certain key risk mitigation devices relating to the executive compensation program in order to best protect stockholder interests |
In 2022, the Company adopted stock ownership guidelines with robust minimum levels of ownership. In 2023, the Company will adopt a clawback policy that complies with new listing requirements issued by the Nasdaq Stock Market following recent SEC rulemaking under the Dodd-Frank Act. |
|
|
Improve the disclosure of director qualifications and expertise |
The disclosure contained in this proxy statement provides more expanded and detailed description of Board skills and experience, and of Board oversight of ESG and risk, and the rationale for the current Board leadership structure |
|
|
Ongoing insider selling creates a negative perception |
The Company’s policy has been to sell a portion of our stock received by each executive officer in connection with the vesting and settlement of RSUs in order to pay for his/her tax obligation related to that vesting and settlement. The alternative for our company is to “net settle” the RSUs, which entails taking a portion of the vesting stock into the Company’s treasury account and using our balance sheet funds to pay the IRS for applicable withholding taxes owed by the executive officer. Since Amwell is currently not profitable, we have rejected that approach. Unfortunately, the tax related stock sales by our executive officers have resulted in the misconception that our executive officers are voluntarily selling stock constantly and at relatively low prices. We have communicated to our stockholders that these sales by our executive officers are driven by the need to satisfy immediate tax liability and not due to any view on the long-term value of our stock. |
|
|
Dual class capital structures with unequal voting rights disenfranchise certain stockholders and can lead to disregard for stockholder interests |
Many companies have a dual class structure, and we believe this structure insulates the company from short-term pressure and allows us to make strategic long-term decisions that are in our best interest. One example is our multi-year re-platforming efforts and the launch of Converge, our industry leading telehealth platform which is seeing widespread adoption and which we believe is one of our key differentiators going forward. Please note that there is a sunset provision on our dual class capital structure in place that is aligned with the time parameter that is common in the market. |
|
|
Amounts of executive compensation granted are well above the median |
The Committee works with Aon Radford ("Aon"), our compensation consultant, to benchmark executive compensation versus our peer companies and generally at the 75th percentile for companies of our size and in our industry. Moreover, the introduction of performance-based compensation, specifically the PSUs, described above means that the compensation received by our executives is directly tied to significant increases in stockholder value. We strongly believe that tying the incentive for stockholders and management team together is in the best interests of the company and if the company’s fortunes dramatically change in a positive manner our executive team should be awarded. |
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Key Aspects of the 2022 Executive Compensation Program
The following summarizes the key aspects of our 2022 executive compensation program, each of which is described in further detail below.
Base Salaries
The base salaries of our co-CEOs and other NEOs who were employed in 2021 were unchanged in 2022 from 2021.
Annual Bonuses
To determine payouts earned, the annual incentive plan has two categories of performance measures: a corporate factor to determine the funding of the incentive plan and an individual performance multiplier.
The Committee utilized revenue as the corporate performance metric in 2022. The Committee set the revenue target at $288 million, an increase of nearly 14% over actual prior year performance. The Committee selected this metric to incentivize the executive officers to pursue the critical strategic priority of top line revenue growth. The bonus pool mechanics stated that the Company must achieve at least a threshold level of performance in order to fund any portion of the incentive bonus pool. That minimum performance threshold for payout was set at 93.75% of the target in order for any portion of the annual bonus target to be paid.
The Committee also tied a portion of each NEO’s bonus opportunity to personalized factors related to the achievement of key performance indicators by each individual NEO. Based on each NEO’s individual performance, payouts with respect to personal factors were set at 100% of target, with actual bonus payout adjusted upward or downward based on achievement of individual performance goals.
As described in further detail below, total Company revenue in 2022 was $277.2 million. Based on this financial result, the Committee determined that overall corporate factor achievement relative to the goals was 96.25% of target, translating to 84.4% bonus pool funding. The CEOs’ and NEOs’ personal performance factors ranged from 90% to 100% of target. As such, overall annual incentive payouts for the CEOs and NEOs ranged from 76% to 84.4% of target.
Long-Term Incentives: PSUs Added
As the Company has continued to evolve and mature following its IPO in 2020, the Committee has sought to evolve our executive compensation program as appropriate for a company of Amwell’s stage of development and size. In the first half of 2022, the Committee, with the assistance of, and advice from, its independent compensation consultant, added PSUs as part of long-term executive retention strategy.
The 2022 long-term incentives consisted of PSUs and RSUs. For the co-CEOs, the Committee allocated 100% of the long-term equity to PSUs, and for the other NEOs, the Committee allocated 70% to PSUs and 30% to RSUs (excluding the new hire grant to Mr. Paunovich).
The Committee has committed not to make any equity grants to the co-CEOS during the three-year performance period of the 2022 PSUs.
The PSUs vest based on the attainment, on average, of select market capitalization hurdles for a 30 day business period, which hurdles were set as select multiples of the applicable grant date market capitalization of the Company. The Committee views the inclusion of a market capitalization metric as critical because it ties executive officer compensation with the creation of stockholder value and aligns the interests of executive officers with those of Amwell and its stockholders.
Compensation Philosophy and Objectives
Compensation Philosophy
The Committee believes that a well-designed compensation program should align the NEOs' interests with Company growth and stockholder returns. Specifically, the Committee believes that the program should support and incentivize the executive team to ensure the Company’s achievement of its primary business goals and allow the Company to attract and retain executives whose talents, expertise, leadership and contributions are expected to build and sustain growth in long-term stockholder value. As a result, we maintain a strong pay-for-performance orientation in our compensation program.
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To achieve these objectives, the Committee regularly reviews our compensation policies and overall program design to ensure that they are aligned with the interests of our stockholders and our business goals, and that the total compensation paid to our executives and directors is fair, reasonable and competitive for our size and stage of development.
Compensation Objectives
The Committee has designed our executive compensation program to motivate our executive officers to achieve these business objectives by closely linking the value of the compensation they receive to our performance relative to these business objectives. Specific metrics are chosen by the Committee to measure performance that support and advance our short- and long-term strategic and business objectives and the creation of stockholder value.
The Committee believes using equity for the long-term incentives creates strong alignment between the interests of executive officers and the interests of our stockholders because it gives executive officers and stockholders a common interest in stock price performance. Granting equity also fosters an ownership culture among executive officers by making them stockholders with a personal stake in Amwell’s growth and success.
Compensation Program Governance
The Committee assesses the effectiveness of our executive compensation program from time to time and reviews risk mitigation and governance matters, which includes maintaining the following best practices:
What We Do
|
|
Pay for Performance |
The majority of total executive compensation is variable and at-risk. |
|
|
Balance Short- and Long-Term Compensation |
The allocation of incentives does not over-emphasize short-term performance at the expense of achieving long-term goals. |
|
|
Independent Compensation Consultant |
The Committee has engaged an independent compensation consultant to provide information and advice for use in all aspects of compensation-related decision-making. |
|
|
Peer Data |
We utilize a peer group of companies based on industry sector, revenue and market capitalization to reference for compensation decisions that is reviewed on an annual basis. |
|
|
Cap on Incentive Awards |
Our incentive plans have an upper limit on the amount that may be earned. |
|
|
Robust Stock Ownership and Retention Guidelines |
Our executive officers and directors are required to maintain certain levels of stock ownership. We require, for those who have not met their minimum required ownership, that they hold (and not dispose of) a certain amount of shares of our common stock acquired through equity awards. |
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What We Don’t Do
|
|
No Hedging of Company Securities |
We prohibit employees and non-employee directors from engaging in hedging or short sale transactions in Company securities. |
|
|
No Pledging of Company Securities |
We prohibit employees and non-employee directors from pledging Company securities or placing them in a margin account. |
|
|
No Excessive Perks |
We do not provide large perquisites to executive officers. |
|
|
No Excise Tax Gross-Ups |
We do not provide excise tax gross-ups. |
|
|
No Stock Options Below Fair Market Value |
We do not grant stock options below fair market value. |
Compensation Determination Process
Role of the Compensation Committee
The Committee establishes, reviews and approves our compensation philosophy and objectives; determines the structure, components and other elements of executive compensation; and reviews and approves the compensation of the NEOs or, in the case of the co-CEOs, recommends it for approval by the Board. The Committee structures the executive compensation program to accomplish its articulated compensation objectives in light of the compensation philosophy described above.
The Committee obtains input from executive officers regarding the Company’s annual operating plan, expected financial results, and related risks. Based on this information and with the assistance of the Committee’s independent compensation consultant, the Committee establishes the performance-based metrics and targets for the annual incentive plan. With respect to the performance-based metric, the Committee sets appropriate threshold and maximum levels of performance designed to motivate achievement without incentivizing excessive risk-taking.
Annually, the Committee reviews the elements of our executive compensation program to verify the alignment of the program with our business strategy and with the items that it believes drive the creation of stockholder value, and to determine whether any changes would be appropriate.
At the beginning of the fiscal year, the Committee evaluates achievement over the past calendar year relative to previously established and approved performance targets and examines whether it would be appropriate to apply discretion to the initial outcomes in order to take relevant factors into consideration, and determines corresponding payouts earned.
With the recommendations of the co-CEOs, the Committee approves the compensation for all the other executive officers. The Committee also makes recommendations to the full Board regarding the compensation of each of our co-CEOs.
Role of the Independent Compensation Consultant
The Committee recognizes that there is value in procuring independent, objective expertise and counsel in connection with fulfilling its duties, and pursuant to its charter, the Committee has the authority to select and retain independent advisors and counsel to assist it with carrying out its duties and responsibilities. The Committee has exercised this authority to engage Aon as an independent compensation consultant, and the Company has provided appropriate funding to the Committee to do so.
The Committee has worked with Aon to develop a peer group, provide a competitive market analysis of the base salary, annual cash incentive awards and long-term incentive compensation of our executive officers compared against the compensation peer group, report on share utilization, and review other market practices and trends.
While the Committee took into consideration the review and recommendations of Aon when making decisions about our executive compensation program, ultimately, the Committee made its own independent decisions in determining our executives’ compensation.
The Committee has assessed the independence of Aon pursuant to SEC and NYSE rules. In doing so, the Committee considered each of the factors set forth by the SEC and the NYSE with respect to a compensation consultant’s independence and reviewed Aon’s own self-evaluation of and conclusion regarding its independence. The Committee also considered the nature and amount of work performed for the Committee by Aon and the fees paid for those services in relation to the firm’s total revenues. In 2022, we paid Aon approximately $288,196 for executive officer and director compensation services, and we paid Aon approximately $436,599 for additional services relating to supplemental non-executive compensation analyses and corporate risk and brokerage.
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Based on its consideration of the foregoing and other relevant factors, the Committee concluded that there were no conflicts of interest, and that Aon is independent.
Compensation Peer Groups and Peer Selection Process
The Committee believes relevant market and benchmark data provide a solid reference point for making decisions and very helpful context, even though, relative to other companies, there are differences and unique aspects of the Company. The Committee takes into consideration the structure and components of, and the amounts paid under, the executive compensation programs of other, comparable peer companies, as derived from public filings and other sources when making decisions about the structure and component mix of our executive compensation program.
The Committee, with the assistance of Aon, developed a peer group in 2021 for use in connection with decisions about 2022 executive compensation. The Committee used the following criteria in selecting a peer group: sector (technology and health care technology), revenue (0.5x to 2.5x the Company’s revenue, oriented toward high growth) and market capitalization (0.3x to 3.0x the Company’s market cap).
Based on these criteria and considerations, the Committee approved a peer group that consisted of the following 18 companies:
1Life Healthcare, Inc. |
Five9, Inc. |
LivePerson, Inc. |
Schrodinger, Inc. |
Accolade, Inc. |
Health Catalyst, Inc. |
New Relic, Inc. |
Tabula Rasa Healthcare, Inc. |
AppFolio, Inc. |
HealthEquity, Inc. |
Omnicell, Inc. |
Teladoc Health, Inc. |
Certara, Inc. |
Inspire Medical Systems, Inc. |
Phreesia, Inc. |
|
Cloudera, Inc. |
iRhythm Technologies, Inc. |
Progeny, Inc. |
|
The Committee believes that the compensation practices of the above listed peer group provided us with appropriate compensation reference points for evaluating and determining the compensation of our NEOs for 2022. Consistent with best practices for corporate governance, the Committee reviews our peer group annually. In late-2022, the Committee engaged Aon to develop a new peer group for decisions regarding executive compensation for 2023.
Role of the Co-CEOs
The Committee works with our co-CEOs to set the target compensation of each of our other NEOs. As part of this process, the co-CEOs evaluate the performance of the other executive officers annually and make recommendations to the Committee in the first quarter of the year regarding the compensation of each other executive officer.
The input of the co-CEOs is particularly important. The Committee gives significant weight to the recommendations of these two in light of their greater familiarity with the day-to-day performance of these officers and the importance of incentive compensation in driving the execution of managerial initiatives developed and led by the co-CEOs. Nevertheless, the Committee makes the ultimate determination regarding the compensation for the executive officers.
Drs. Ido and Roy Schoenberg are siblings, and Dr. Ido Schoenberg and Phyllis Gotlib are married to each other. The Committee has strict protocols to avoid conflicts of interest and to maintain confidentiality in connection with determinations of the compensation of Drs. Ido and Roy Schoenberg and of Phyllis Gotlib.
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Compensation Program Components
2022 Components in General
In order to achieve its executive compensation program objectives, the Committee utilizes the compensation components set forth in the chart below. The Committee verifies through regular reviews that each executive officer’s total compensation is consistent with its compensation philosophy and objectives and that each component below is appropriately reflected in the executive in question’s compensation.
Element
|
Description
|
Additional Detail
|
Base Salary |
Fixed cash compensation
Determined based on each executive officer’s role, individual skills, experience, performance, positioning relative to competitive market and internal equity. |
Base salaries are intended to provide stable compensation to executive officers, allow us to attract and retain skilled executive talent and maintain a consistent, stable leadership team. |
|
|
|
Short-Term Incentives: Annual Cash Incentive Opportunities |
Variable cash compensation based on the level of achievement of certain annual performance objectives that are pre-determined.
The performance objectives are all financial. Company Performance against the revenue goal had to be at least 93.75% of target to earn any credit toward a payout with respect to that goal.
Bonus pool funding (i.e., the corporate component) is capped at a maximum of 125% of target funding and the aggregate annual bonus payout is capped at a maximum of 156.25% of target.
Target cash award as a percentage of base salary is capped at 200%. |
Annual cash incentive opportunities are designed to align our executive officers in pursuing our short-term goals; payout levels are generally determined based on actual financial results and the degree of achievement of personal performance milestones. |
|
|
|
Long-Term Incentives: Equity-Based Compensation |
Variable equity-based compensation.
Performance Stock Units (PSUs): Restricted stock units that are performance-based, using market capitalization hurdles as the performance metric.
Restricted Stock Units (RSUs): Restricted stock units that are time-based. |
Equity-based compensation is designed to motivate and reward executive officers to achieve multi-year strategic goals and to deliver sustained long-term value to stockholders, as well as to attract and retain executive officers for the long term. |
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Base Salary
Base salaries provide fixed compensation to executive officers and help us to attract and retain the executive talent needed to lead the business and maintain a stable leadership team. Base salaries are individually determined according to each executive officer’s areas of responsibility, role and experience, and they vary among executive officers based on a variety of considerations, including skills, experience, achievements and the competitive market for the position.
For 2022, the Committee did not make any changes to the base salaries of the co-CEOs or the other NEOs.
NEO |
|
2022 Base Salary ($)(1) |
|
|
2021 Base Salary ($)(1) |
|
|
% Change |
|
|||
Ido Schoenberg |
|
$ |
650,000 |
|
|
$ |
650,000 |
|
|
|
0 |
% |
Roy Schoenberg |
|
$ |
650,000 |
|
|
$ |
650,000 |
|
|
|
0 |
% |
Robert Shepardson |
|
$ |
485,000 |
|
|
$ |
485,000 |
|
|
|
0 |
% |
Phyllis Gotlib |
|
$ |
485,000 |
|
|
$ |
485,000 |
|
|
|
0 |
% |
Kurt Knight |
|
$ |
485,000 |
|
|
$ |
485,000 |
|
|
|
0 |
% |
Vukasin (Vaughn) Paunovich |
|
$ |
485,000 |
|
|
N/A |
|
|
N/A |
|
||
From time to time, the Committee might consider and approve base salary adjustments for executive officers. The main considerations for a salary adjustment are similar to those used in initially determining base salaries, but may also include changes in the competitive market, changes of role or responsibilities, or recognition for achievements or market trends.
Annual Incentive Plan
The annual incentive plan for executive officers is a cash plan that rewards NEOs for the achievement of key short-term objectives. In particular, the plan offers incentives to the NEOs to accomplish certain short-term financial results that the Committee views as key steps in the execution of our overall business strategy, with the intent ultimately of increasing stockholder value.
For the NEOs, the amount of the payout, if any, under the annual incentive plan is based on achievement against two categories of performance measures: a Corporate Funding Performance Factor and a Personal Factor Multiplier.
Target Opportunities
The Committee determines the target annual incentive opportunity available to each NEO by taking the individual’s annual base salary in effect at year end and multiplying it by the individual’s target incentive percentage. Among other factors, the target incentive percentages are determined with reference to the actions in this regard by our peer group companies for their NEOs and the proportion of total direct compensation represented by the annual incentive.
NEO |
|
2022 Target Annual Incentive Plan Opportunity |
|
|
Ido Schoenberg |
|
|
150 |
% |
Roy Schoenberg |
|
|
150 |
% |
Robert Shepardson |
|
|
100 |
% |
Phyllis Gotlib |
|
|
100 |
% |
Kurt Knight |
|
|
100 |
% |
Vukasin (Vaughn) Paunovich |
|
|
100 |
% |
Corporate Funding Performance Factor
The amount of the payout, if any, under the annual incentive plan is based in part on our achievement against a financial metric. The financial measure selected by the Committee, 2022 Company Revenue, focuses executive officers on the critical strategic
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priority of top line revenue growth. Given the Company’s stage of development and market opportunity and window, the Committee emphasized revenue growth as the highest priority. We derive revenue from the use of the Amwell Platform in the form of recurring subscription fees for use of our platform, and related services and Carepoint sales. We also generate revenue from the performance of AMG (our clinical services affiliate) patient visits.
Target, Threshold and Maximum Corporate Funding Performance Levels
The Committee set the performance metric targets at levels that it considered rigorous and challenging and that took into account the relevant risks and opportunities. More specifically, the Committee reviewed the relevant financial objectives set as a result of the detailed budgeting process, and assessed various factors related to the achievability of these budget targets, including the risks associated with various macroeconomic factors, including the effects inflation and rising interest rates, and the risks of achieving specific actions that underlie the targets and the implied performance relative to prior years.
Considering these factors, the Committee set the 2022 annual incentive plan target for revenue at a 14% growth rate over the actual total revenue in 2021.
Having set the targets, the Committee also set the threshold and maximum performance levels. For 2022, the Committee set the threshold for payment of any annual incentives at approximately 93.75% of the revenue target. The Committee set the maximum level for revenue at 104.86% of target, a level that presents a significant challenge requiring exceptionally strong performance.
Corporate Achievement Level
The Committee defined payout levels representing the amount to be paid to NEOs based on the level of actual performance relative to the targets. If achievement is below the threshold level of performance, the Committee set the payout at 0% in order to motivate performance and underscore the importance of achieving, or closely approaching, our revenue targets at this critical time in our development. If we achieved threshold performance (defined as 93.75% of target), the bonus pool funding would be 50% of target; if we achieved 100% of target performance, the payout would be 100% of target, and if we achieved maximum performance or above, the payout would be 125% of bonus pool funding. For performance between the threshold and maximum for any metric, the payout amount is determined based on specified bend points in the payout curve between the threshold of 50% and the target of 100%, and then linearly up to a maximum of 125%.
Performance Metric |
|
Below Threshold |
|
|
Threshold |
|
|
Target |
|
|
Maximum |
|
|
Actual Result |
|
|
Achievement |
|
||||||
Revenue (in millions) |
|
<270.00 |
|
|
|
270.00 |
|
|
|
288.00 |
|
|
|
302.00 |
|
|
|
277.19 |
|
|
|
96.25 |
% |
|
Percentage of Target Performance |
|
<93.75% |
|
|
|
93.75 |
% |
|
|
100 |
% |
|
|
104.86 |
% |
|
|
|
|
|
|
|||
Bonus Pool Funding |
|
|
0 |
% |
|
|
50 |
% |
|
|
100 |
% |
|
|
125 |
% |
|
|
|
|
|
84.40 |
% |
|
Personal Factor
The Committee also considers a personal factor in determining the payout under the annual incentive plan to each NEO. Given the nature of their roles, Dr. Ido Schoenberg and Dr. Roy Schoenberg personal factors were the same as the Company’s corporate achievement metrics. The personal factor for the other NEOs was designed to align with the Company’s strategic and operating initiatives. The Committee determines personal factor achievement based on each NEO’s attainment of select Objectives and Key Results (OKRs) that are aligned with Company and department OKRs. The Committee evaluates each NEO’s achievement relative to his/her personal OKR goals or personal performance factors (to the extent applicable). The resulting personal factor is expressed as a percentage, with a maximum of 125%, and that percentage is applied to the bonus pool funding under the corporate component to determine the actual bonus payout for each NEO.
For Mr. Shepardson, Ms. Gotlib, Mr. Knight and Mr. Paunovich, the NEOs’ personal factors were based on the performance assessments described below, with no specific weighting given to any one personal factor. As noted above, given the nature of their roles, Dr. Ido Schoenberg and Dr. Roy Schoenberg personal factors were the same as the Company’s corporate achievement metrics.
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Table of Contents
NEO
|
Objectives and Key Results
|
All NEOs |
• Sell more high-margin products and services • Migrate clients to the Converge platform • Improve efficiency • Drive virtual first team alignment and accountability |
Robert Shepardson |
• Develop strategic finance plan • Further enhance finance function with high quality talent to operate productively and efficiently • Staff investor relations function with high quality talent and produce deliverables • Increase efficiency and timeliness of accounting functions • Integrate acquired businesses |
Phyllis Gotlib |
• Expand international agreements and pipeline • Develop plan and assess regulatory status for the Converge platform in other countries • Manage talent, culture and processes to retain talent; oversee training; align and focus employees on Objectives and Key Results • Achieve goals with active providers |
Kurt Knight |
• Drive revenue achievement, shepherd partnership and launch new customer support function • Drive increased use of the Converge platform • Increase AMG urgent care profitability • Drive inorganic growth via integration of acquired companies • Improve employee engagement, complete job architecture project and increase staff in key departments successfully |
Vukasin (Vaughn) Paunovich |
• Engage Solutions resources in key accounts and expand; value proposition incorporated into sales process • Deliver products, including for key partners and providers; develop Converge migration strategy • Deliver on engineering commitments • Provide continuous improvement in hosting, including availability, cost and support |
For the personal factor component, the Committee determined that the NEOs listed below merited the following achievement level based on their personal OKR achievements in 2022:
NEO |
|
2022 Personal Factor Achievement |
|
|
Robert Shepardson |
|
|
100 |
% |
Phyllis Gotlib |
|
|
100 |
% |
Kurt Knight |
|
|
100 |
% |
Vukasin (Vaughn) Paunovich |
|
|
100 |
% |
Having determined the total 2022 annual incentive plan payouts for each eligible NEO, the Committee then presented the determination of annual incentive plan payout amounts for the co-CEOs to the Board for its review and approval.
To calculate 2022 annual incentive payouts for the co-CEOs, the Board reviewed the Company’s achievement metrics against the corporate objectives. Based on the results of the company performance, the Board determined an individual personal factor for both CEOs at 90%.
NEO |
|
Base |
|
|
Target |
|
|
Target |
|
|
Corporate Funding |
|
|
Personal Factor |
|
|
Approved Payout |
|
||||||
Ido Schoenberg |
|
|
650,000 |
|
|
|
150 |
% |
|
|
975,000 |
|
|
|
84 |
% |
|
|
90 |
% |
|
|
740,610 |
|
Roy Schoenberg |
|
|
650,000 |
|
|
|
150 |
% |
|
|
975,000 |
|
|
|
84 |
% |
|
|
90 |
% |
|
|
740,610 |
|
Robert Shepardson |
|
|
485,000 |
|
|
|
100 |
% |
|
|
485,000 |
|
|
|
84 |
% |
|
|
100 |
% |
|
|
409,340 |
|
Phyllis Gotlib |
|
|
485,000 |
|
|
|
100 |
% |
|
|
485,000 |
|
|
|
84 |
% |
|
|
100 |
% |
|
|
409,340 |
|
Kurt Knight |
|
|
485,000 |
|
|
|
100 |
% |
|
|
485,000 |
|
|
|
84 |
% |
|
|
100 |
% |
|
|
409,340 |
|
Vukasin (Vaughn) Paunovich |
|
|
485,000 |
|
|
|
100 |
% |
|
|
485,000 |
|
|
|
84 |
% |
|
|
100 |
% |
|
|
409,340 |
|
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Table of Contents
Long-Term Incentives
The third and largest of the main components of the executive compensation program is our long-term equity incentive opportunity. The Committee designed the long-term incentive opportunity in 2022 to motivate and reward the NEOs to achieve multi-year strategic goals and deliver sustained long-term value to stockholders.
Long-term incentives create a strong link between payouts and performance, and a strong alignment between the interests of executive officers and the interests of our stockholders. Long-term equity incentives also promote retention, because executive officers will only receive value if they remain employed by us over the required term, and they foster an ownership culture among our executive officers by making executive officers become stockholders, with a personal stake in the value they are incentivized to create.
Equity Vehicles: PSUs and RSUs
The Committee designed the mix of equity vehicles and the relative weight assigned to each type to motivate performance against long-term targets and stock price appreciation over the long term and to encourage ownership and retention while aligning executive officers’ interests with those of our stockholders. The mix of long-term incentives granted to the NEOs in 2022 is shown below:
Equity Vehicle |
|
2022 |
|
Time -Vesting |
|
How Earned |
|
Rationale for Use |
PSUs |
|
100% for the co-CEOs, 70% for the NEOs(1) |
|
3 Years |
|
Market Capitalization Milestones |
|
• Ties executive officer compensation directly to pursuit of key strategic goals of expanding the applicability of our technology and methodology to a broader market and the corresponding stockholder value creation |
RSUs |
|
30% for the NEOs(1) |
|
4 years, 25% on first anniversary and quarterly thereafter |
|
Time Based Vesting |
|
• Promotes retention |
PSUs - In the first half of 2022, the Committee, with the assistance of Aon, introduced PSUs. The PSUs use the Company’s market capitalization as the metric for the 2022-24 performance period. The Committee made PSUs 100% of the long-term incentive equity grants for the co-CEOs, and 70% of the 2022 long-term incentive equity grants to the NEOs (excluding the co-CEOs) in the form of PSUs. The addition of this new performance measure reinforced the pay-for-performance nature of the long-term incentive grants and the executive compensation program overall.
The 2022 PSUs are eligible to vest over a three-year performance period beginning May 16, 2022 and ending May 15, 2025 for the co-CEOs and March 1, 2022 and ending February 28, 2025 for the other NEOs. For the co-CEOs, the PSUs vest based on market capitalization increases of between 0% and 750% from the market capitalization determined at the time of the grant. For the NEOs, the PSUs vest based on market capitalization increases of between 0% and 300% from the time of grant. The Committee granted these market cap PSUs in order to incentivize our executive officers with our long-term, large-scale strategic objectives to motivate the creation of significant stockholder value, to directly align the interests of the executive officers with those of stockholders, and to diversify the mix of equity vehicles. We believe reaching market capitalization hurdles is tied to the successful execution of our strategy. For the co-CEOs, the Committee intends for the 2022 PSU grants to be the only grants that the co-CEOs will receive for three years, and has committed not to make any performance-based or time-based equity grants to the co-CEOs during the three-year performance period of the 2022 PSUs.
RSUs - The RSUs are complementary to the PSUs because they have upside potential but deliver value even during periods of market or stock price underperformance, providing a retention incentive and reinforcing an ownership culture and commitment to Amwell.
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2022 Equity Grants
Typically, in making determinations about the size of long-term equity incentive grants to the NEOs, the Committee considers, among other things, both equity grant levels and the overall pay mix in peer group companies and the NEO’s role, skills and experience and the criticality of the NEO’s contributions to the Company. The specific size of the grants to each NEO varies based on these factors.
The Committee has committed not to make any equity grants to the co-CEOs during the three-year performance period of the 2022 PSUs.
Name |
|
PSUs (#)(2) |
|
|
RSUs (#) |
|
||
Ido Schoenberg |
|
|
1,000,000 |
|
|
N/A |
|
|
Roy Schoenberg |
|
|
1,000,000 |
|
|
N/A |
|
|
Robert Shepardson |
|
|
488,099 |
|
|
|
209,185 |
|
Phyllis Gotlib |
|
|
488,099 |
|
|
|
209,185 |
|
Kurt Knight |
|
|
488,099 |
|
|
|
209,185 |
|
Vukasin (Vaughn) Paunovich(1) |
|
|
563,266 |
|
|
|
563,266 |
|
Prior to awarding the co-CEOs their 2022 PSU grants, the Board worked with its independent compensation consultant to benchmark their proposed equity grants versus those received by CEOs of comparator companies. During this deliberation, the Board focused on providing a structure which motivated the co-CEOs to exceed company objectives during the crucial, final stages of re-platforming and commercializing Converge. In exchange for making these substantial grants, the co-CEOs agreed to forgo additional equity grants during the subsequent 3-year period of performance of the PSUs. In addition, the Board set the market capitalization thresholds at which equity could be earned by the co-CEOs at very high levels in order to ensure that the PSUs were earned and only issued in the event of a significant increase in stockholder value creation. Specifically, these thresholds were set such that the co-CEOs would only earn the full equity grant if the Company’s market capitalization increased by more than 600 percent over the three-year performance period.
In addition, the Committee might also grant long-term incentive awards when an individual is promoted to a senior executive position to recognize the increase in the scope of his or her role and responsibilities. From time to time, the Committee might also make special equity awards to recognize major accomplishments, or selective awards in situations involving a leadership transition. The Committee also makes grants to newly hired executive officers to induce them to join the Company and retain them once these newly hired executives have joined.
We expect to continue to evaluate our equity compensation strategy across the organization to manage our equity utilization during 2022 and beyond.
Leadership Transitions
Resignation of Brendan O’Grady as Chief Commercial & Growth Officer
On June 3, 2022, Mr. O'Grady stepped down from his position as the Company’s Chief Commercial & Growth Officer.
Appointment of Vukasin (Vaughn) Paunovich as Executive Vice President, Enterprise Platforms
On May 19, 2022, the Company entered into an employment agreement with Mr. Paunovich to become the Company’s Executive Vice President, Enterprise Platforms, effective July 11, 2022. Pursuant to the employment agreement, Mr. Paunovich will receive an annual base salary of $485,000 and will be eligible for an annual target bonus of 100% of his annual base salary. In addition, Mr. Paunovich received a new hire equity grant of 50% PSUs and 50% RSUs with an aggregate grant date value of $5,000,000, that settle in shares of the Company’s Class A common stock. The size and composition of Mr. Paunovich’s new hire equity grant was determined based on the Committee’s review, together with its independent compensation consultant, of benchmarking data against grants received by employees in similarly leveled positions of comparator companies in order to provide a competitive equity compensation package that would promote both long-term retention with our Company as well as our pay for performance philosophy. The new hire PSUs vest based on the same market capitalization and continued service vesting terms that apply to the PSUs granted to our other non-CEO NEOs in 2022, (provided that the market capitalization baseline used to calculate these milestones was determined as of his start date). The new hire RSUs vest with the following vesting schedule: 40% on the grant
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Table of Contents
date; 40% upon the first anniversary of the grant date; and the remaining 20% upon the eighteen month anniversary of the grant date.
Other Elements of Compensation
Employee Stock Purchase Plan
Under the terms of our 2020 Employee Stock Purchase Plan (the “ESPP”), eligible employees will be provided the opportunity to purchase shares of our Class A common stock through the exercise of stock options granted during offering periods established by the administrator based on participants’ applied payroll deductions of up to a fixed dollar amount or percentage of their eligible compensation. The purchase price per share of our Class A common stock will equal 85% of the lower of either (a) the Common Stock’s fair market value on the first trading day of an offering period (in either case, the “enrollment date”) or (b) the Common Stock’s fair market value on the applicable “purchase date” of the offering period.
Participants may voluntarily end their participation in the ESPP prior to the end of the applicable offering period, and will be paid their accrued payroll deductions that have not yet been used to purchase shares of Class A common stock. Participation will end automatically upon a participant’s termination of employment.
Retirement Benefits
We maintain a tax-qualified defined contribution plan (the “401(k) Plan”), under which our employees, including our named executive officers, are eligible to participate. Under the 401(k) Plan, participants may defer a portion of their annual compensation on a pre-tax basis. In addition, we make a matching contribution of up to 3% of a participant’s contribution subject to IRS contribution limits.
We do not provide a pension plan for employees (other than as may be statutorily required by applicable law) and none of our named executive officers participate in a non-qualified deferred compensation plan.
Employee Benefits
All of our full-time employees, including our NEOs, are eligible to participate in our health and welfare plans, including:
We also provide supplemental short-term disability coverage to our NEOs in addition to the short-term disability coverage provided to our full-time employees generally.
We believe the benefits and limited perquisite described above are necessary and appropriate to provide a competitive compensation package to our named executive officers.
Change in Control and Severance Arrangements
As further described immediately below, we believe that the possibility of a change in control creates uncertainty for our executive officers regarding their continued employment because such transactions frequently result in senior management changes. Change in control protections help to alleviate these concerns, allowing each executive to focus his/her attention on growing our business. In addition, these protections encourage executives to remain with us during the threat or negotiation of a change in control transaction, which preserves our value and the potential benefit to be received by our stockholders in the transaction. We also believe that protection against an involuntary termination (even outside of the change in control context) helps us remain competitive given the challenge of recruiting qualified individuals to fill our senior executive roles.
Pursuant to our employment arrangements with each of our NEOs, if we terminate the employment of such executive for reasons other than for "Cause" (including such executive’s death or permanent disability), or if such executive resigns for "Good Reason", then he or she will be eligible to receive certain cash severance, bonus and other benefits, with such benefits enhanced to include (i) full accelerated vesting of equity based awards if such involuntary termination occurs in connection with a change in control, and (ii) partial accelerated vesting of equity based award if such involuntary termination occurs generally. All such benefits are contingent on execution of a general release of claims by the executive officer in question.
34
Table of Contents
In addition, the co-CEOs will receive accelerated vesting of their equity if we engage in a corporate transaction, as defined under our equity plan, that results in a change in their role in the organization.
Additional details are provided under “Potential Payments Upon Termination or Change in Control” below.
We have not provided any excise tax gross-ups to any of our NEOs in the event of a change of control.
Additional Compensation Policies and Practices
Clawback Policy
Amwell is reviewing the final clawback rule adopted by the SEC that implements the applicable provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the related NYSE proposed listing standard, in each case relating to recoupment of incentive-based compensation. The Company will adopt a clawback policy in accordance with the new listing standard after such standard becomes final.
Executive Stock Ownership Guidelines
We believe that Amwell and our stockholders are best served when executive officers manage the business with a long-term perspective. As such, we have implemented executive stock ownership guidelines in October 2022, as we believe stock ownership is an important tool to strengthen the alignment of interests among our executive officers and our stockholders, to reinforce executive officers’ commitment to us and to demonstrate our commitment to sound corporate governance. The current NEOs have five years from the date the guidelines were adopted to comply with the ownership guidelines. Any newly hired or promoted executives will have five years from the date of their hire or appointment to comply with the guidelines. After the initial five-year phase-in period, compliance with the ownership guideline will be measured on December 31 of each year. All of our NEOs are currently in compliance with the guidelines.
Position |
|
Multiple of Base Salary |
Chief Executive Officer |
|
6x |
Named Executive Officers |
|
2x |
Other Executive Officers |
|
1x |
For this purpose, time-based restricted stock units (whether or not vested) and Company stock owned directly or beneficially owned by the executive or the executive’s immediate family members, will count. Unexercised stock options, including vested in-the-money options, and performance-based restricted stock/restricted stock units that are unearned (i.e., performance-based awards for which the applicable performance conditions have not been satisfied) are not counted for purposes of compliance.
Anti-Hedging and Anti-Pledging Policies
Our insider trading compliance policy prohibits our directors and executives from (i) engaging in any forms of hedging or short-selling transactions involving our securities, (ii) pledging or margining our securities, or (iii) any other transaction that would directly or indirectly reduce the risk of holding Company securities, however acquired.
Tax Considerations: Section 162(m)
When reviewing compensation matters, the Committee considers the anticipated tax consequences to us (and, when relevant, to our executive officers) of the various payments under our compensation programs. Section 162(m) of the Code generally disallows a tax deduction for any publicly held corporation for individual compensation of more than $1.0 million in any taxable year to certain executive officers. The Committee, after considering the potential impact of the application of Section 162(m) of the Code, may provide compensation to executive officers that may not be tax deductible if it believes that providing that compensation is in the best interests of the Company and its stockholders.
Compensation Committee Report
This Compensation Committee Report shall not be deemed to be incorporated by reference into any filing made by the Company under the Securities Act of 1933 or the Exchange Act, notwithstanding any general statement contained in any such filing incorporating this proxy statement by reference, except to the extent the Company incorporates such Report by specific reference.
The Committee has reviewed and discussed the Compensation Discussion and Analysis with management of the Company. Based on such review and discussion, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s proxy statement.
35
Table of Contents
The preceding report has been furnished by the following members of the Committee:
Dr. Peter Slavin, Chairman
Stephen Schlegel
Summary Compensation Table
Name and Principal Position |
|
Year |
|
|
Salary |
|
|
Bonus |
|
|
Stock |
|
|
Non-Equity |
|
|
All Other |
|
|
Total ($) |
|
|||||||
Ido Schoenberg(4) |
|
|
2022 |
|
|
$ |
619,491 |
|
|
|
— |
|
|
$ |
14,645,000 |
|
|
$ |
740,610 |
|
|
$ |
156,129 |
|
|
$ |
16,161,230 |
|
Chairman & Chief Executive Officer |
|
|
2021 |
|
|
$ |
626,107 |
|
|
|
— |
|
|
$ |
38,795,379 |
|
|
$ |
487,500 |
|
|
$ |
79,722 |
|
|
$ |
39,988,708 |
|
|
|
|
2020 |
|
|
$ |
650,000 |
|
|
$ |
1,988,675 |
|
|
$ |
65,651,689 |
|
|
$ |
950,625 |
|
|
$ |
12,112 |
|
|
$ |
69,253,101 |
|
Roy Schoenberg |
|
|
2022 |
|
|
$ |
650,000 |
|
|
|
— |
|
|
$ |
14,645,000 |
|
|
$ |
740,610 |
|
|
$ |
8,400 |
|
|
$ |
16,044,010 |
|
President & Chief Executive Officer |
|
|
2021 |
|
|
$ |
650,000 |
|
|
|
— |
|
|
$ |
38,795,379 |
|
|
$ |
487,500 |
|
|
$ |
7,500 |
|
|
$ |
39,940,379 |
|
|
|
|
2020 |
|
|
$ |
650,000 |
|
|
$ |
1,988,675 |
|
|
$ |
65,651,689 |
|
|
$ |
950,625 |
|
|
$ |
6,325 |
|
|
$ |
69,247,314 |
|
Robert Shepardson |
|
|
2022 |
|
|
$ |
485,000 |
|
|
|
— |
|
|
$ |
4,716,430 |
|
|
$ |
409,340 |
|
|
$ |
16,175 |
|
|
$ |
5,626,945 |
|
Chief Financial Officer |
|
|
2021 |
|
|
$ |
80,833 |
|
|
|
— |
|
|
$ |
8,296,551 |
|
|
$ |
242,500 |
|
|
$ |
150 |
|
|
$ |
8,620,034 |
|
Phyllis Gotlib(4) |
|
|
2022 |
|
|
$ |
462,342 |
|
|
|
— |
|
|
$ |
4,716,430 |
|
|
$ |
409,340 |
|
|
$ |
130,632 |
|
|
$ |
5,718,744 |
|
President, American Well International |
|
|
2021 |
|
|
$ |
457,217 |
|
|
|
— |
|
|
$ |
2,333,080 |
|
|
$ |
194,000 |
|
|
$ |
80,490 |
|
|
$ |
3,064,787 |
|
|
|
|
2020 |
|
|
$ |
400,474 |
|
|
|
— |
|
|
$ |
11,990,000 |
|
|
$ |
497,250 |
|
|
$ |
69,229 |
|
|
$ |
12,956,953 |
|
Kurt Knight |
|
|
2022 |
|
|
$ |
485,000 |
|
|
|
— |
|
|
$ |
4,716,430 |
|
|
$ |
409,340 |
|
|
$ |
11,050 |
|
|
$ |
5,621,820 |
|
Chief Operating Officer |
|
|
2021 |
|
|
$ |
470,000 |
|
|
|
— |
|
|
$ |
3,266,326 |
|
|
$ |
194,000 |
|
|
$ |
9,600 |
|
|
$ |
3,939,926 |
|
|
|
|
2020 |
|
|
$ |
378,125 |
|
|
|
— |
|
|
$ |
6,560,400 |
|
|
$ |
497,250 |
|
|
$ |
9,000 |
|
|
$ |
7,444,775 |
|
Vukasin (Vaughn) Paunovich |
|
|
2022 |
|
|
$ |
231,477 |
|
|
|
— |
|
|
$ |
8,059,435 |
|
|
$ |
409,340 |
|
|
$ |
938 |
|
|
$ |
8,701,190 |
|
EVP Enterprise Platforms |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
36
Table of Contents
Grants of Plan-Based Awards
The following table sets forth certain information regarding grants of plan-based awards to our named executive officers in the fiscal year ended December 31, 2022.
|
|
|
|
Estimated Future Payouts Under Non-Equity Incentive |
|
|
Estimated Future Payouts Under Equity Incentive Plan Awards(2) |
|
|
|
|
|
|
|
||||||||||||||||||||
First Name |
|
Grant Date |
|
Threshold ($) |
|
|
Target ($) |
|
|
Maximum ($) |
|
|
Threshold (#) |
|
|
Target (#) |
|
|
Maximum (#) |
|
|
All Other Stock Awards: |
|
|
Grant Date Fair |
|
||||||||
Ido Schoenberg |
|
|
|
|
— |
|
|
$ |
975,000 |
|
|
$ |
1,523,438 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5/16/2022 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
500,000 |
|
|
|
1,000,000 |
|
|
|
7,500,000 |
|
|
|
— |
|
|
$ |
14,645,000 |
|
Roy Schoenberg |
|
|
|
|
— |
|
|
$ |
975,000 |
|
|
$ |
1,523,438 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5/16/2022 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
500,000 |
|
|
|
1,000,000 |
|
|
|
7,500,000 |
|
|
|
— |
|
|
$ |
14,645,000 |
|
Robert Shepardson |
|
3/1/2022 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
209,185 |
|
|
$ |
884,853 |
|
|
|
3/1/2022 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
244,050 |
|
|
|
488,099 |
|
|
|
1,464,297 |
|
|
|
— |
|
|
$ |
3,831,578 |
|
|
|
|
|
$ |
242,500 |
|
|
$ |
485,000 |
|
|
$ |
757,813 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Phyllis Gotlib |
|
3/1/2022 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
209,185 |
|
|
$ |
884,853 |
|
|
|
3/1/2022 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
244,050 |
|
|
|
488,099 |
|
|
|
1,464,297 |
|
|
|
— |
|
|
$ |
3,831,578 |
|
|
|
|
|
$ |
242,500 |
|
|
$ |
485,000 |
|
|
$ |
757,813 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Kurt Knight |
|
3/1/2022 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
209,185 |
|
|
$ |
884,853 |
|
|
|
3/1/2022 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
244,050 |
|
|
|
488,099 |
|
|
|
1,464,297 |
|
|
|
— |
|
|
$ |
3,831,578 |
|
|
|
|
|
$ |
242,500 |
|
|
$ |
485,000 |
|
|
$ |
757,813 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Vukasin (Vaughn) Paunovich |
|
7/15/2022 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
563,266 |
|
|
$ |
2,500,000 |
|
|
|
7/15/2022 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
281,633 |
|
|
|
563,266 |
|
|
|
1,689,798 |
|
|
|
— |
|
|
$ |
5,559,435 |
|
|
|
|
|
$ |
242,500 |
|
|
$ |
485,000 |
|
|
$ |
757,813 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
37
Table of Contents
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth information concerning outstanding equity awards for our named executive officers as of the end of our fiscal year ended December 31, 2022.
|
|
|
|
Option Awards |
|
|
Stock Awards |
|
||||||||||||||||||||||||||
Name |
|
Grant Date |
|
Number of |
|
|
Number of |
|
|
Option exercise |
|
|
Option expiration date |
|
|
Number of |
|
|
Market |
|
|
Equity incentive |
|
|
Equity incentive |
|
||||||||
Ido Schoenberg |
|
10/25/2018(1) |
|
|
1,764,883 |
|
|
|
— |
|
|
$ |
5.56 |
|
|
10/25/2028 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
9/21/2020(2) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
403,844 |
|
|
$ |
1,142,879 |
|
|
|
— |
|
|
|
— |
|
|
|
3/20/2021(2) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
403,844 |
|
|
$ |
1,142,879 |
|
|
|
— |
|
|
|
— |
|
|
|
4/15/2021(3) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
203,113 |
|
|
$ |
574,810 |
|
|
|
— |
|
|
|
— |
|
|
|
5/16/2022(4) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
500,000 |
|
|
$ |
1,415,000 |
|
|
|
7,000,000 |
|
|
$ |
19,810,000 |
|
Roy Schoenberg |
|
10/25/2018(1) |
|
|
1,764,883 |
|
|
|
— |
|
|
$ |
5.56 |
|
|
10/25/2028 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
9/21/2020(2) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
403,844 |
|
|
$ |
1,142,879 |
|
|
|
— |
|
|
|
— |
|
|
|
3/20/2021(2) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
403,844 |
|
|
$ |
1,142,879 |
|
|
|
— |
|
|
|
— |
|
|
|
4/15/2021(3) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
203,113 |
|
|
$ |
574,810 |
|
|
|
— |
|
|
|
— |
|
|
|
5/16/2022(4) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
500,000 |
|
|
$ |
1,415,000 |
|
|
|
7,000,000 |
|
|
$ |
19,810,000 |
|
Robert Shepardson |
|
11/1/2021(5) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
518,534 |
|
|
$ |
1,467,451 |
|
|
|
— |
|
|
|
— |
|
|
|
3/1/2022(6) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
209,185 |
|
|
$ |
591,994 |
|
|
|
— |
|
|
|
— |
|
|
|
3/1/2022(7) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,464,297 |
|
|
$ |
4,143,961 |
|
Phyllis Gotlib |
|
10/25/2018(8) |
|
|
170,000 |
|
|
|
— |
|
|
$ |
5.56 |
|
|
10/25/2028 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
10/30/2020(9) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
82,500 |
|
|
$ |
233,475 |
|
|
|
— |
|
|
|
— |
|
|
|
4/15/2021(10) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
84,630 |
|
|
$ |
239,503 |
|
|
|
— |
|
|
|
— |
|
|
|
3/1/2022(6) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
209,185 |
|
|
$ |
591,994 |
|
|
|
— |
|
|
|
— |
|
|
|
3/1/2022(7) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,464,297 |
|
|
$ |
4,143,961 |
|
Kurt Knight |
|
4/25/2018(11) |
|
|
67,492 |
|
|
|
33,000 |
|
|
$ |
5.51 |
|
|
4/25/2028 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
12/5/2019(12) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
220,000 |
|
|
$ |
622,600 |
|
|
|
— |
|
|
|
— |
|
|
|
8/12/2020(13) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
115,500 |
|
|
$ |
326,865 |
|
|
|
— |
|
|
|
— |
|
|
|
4/15/2021(14) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
118,482 |
|
|
$ |
335,304 |
|
|
|
— |
|
|
|
— |
|
|
|
3/1/2022(6) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
209,185 |
|
|
$ |
591,994 |
|
|
|
— |
|
|
|
— |
|
|
|
3/1/2022(7) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,464,297 |
|
|
$ |
4,143,961 |
|
|
|
7/15/2022(15) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
337,960 |
|
|
$ |
956,427 |
|
|
|
— |
|
|
|
— |
|
|
|
7/15/2022(16) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,689,798 |
|
|
$ |
4,782,128 |
|
38
Table of Contents
Option Exercises and Stock Vested
The following table presents, for each of our named executive officers, the shares of our common stock that were acquired upon the exercise of vested stock options and the vesting of RSUs and the related value realized during the fiscal year ended December 31, 2022.
|
|
Option Awards |
|
|
Stock Awards |
|
||||||||||
Name |
|
Number of Shares |
|
|
Value Realized on |
|
|
Number of Shares |
|
|
Value Realized on |
|
||||
Ido Schoenberg |
|
|
— |
|
|
|
— |
|
|
|
1,437,193 |
|
|
$ |
6,116,624 |
|
Roy Schoenberg |
|
|
— |
|
|
|
— |
|
|
|
1,437,193 |
|
|
$ |
6,116,624 |
|
Robert Shepardson |
|
|
— |
|
|
|
— |
|
|
|
172,845 |
|
|
$ |
700,454 |
|
Phyllis Gotlib |
|
|
— |
|
|
|
— |
|
|
|
160,778 |
|
|
$ |
641,016 |
|
Kurt Knight |
|
|
— |
|
|
|
— |
|
|
|
445,090 |
|
|
$ |
1,769,726 |
|
Vukasin (Vaughn) Paunovich |
|
|
— |
|
|
|
— |
|
|
|
225,306 |
|
|
$ |
957,551 |
|
39
Table of Contents
Potential Payments Upon Termination or Change in Control
In the event of a qualifying termination of employment and/or the occurrence of a change in control of the Company, each of our NEOs are entitled to certain payments and benefits under their employment agreements and their outstanding equity incentive awards. For a detailed summary of these payments and benefits, see the narrative description below.
The table below sets forth the amounts of the payments and benefits that each NEO would have been entitled to receive upon a qualifying termination of employment by the Company and/or the occurrence of a change in control, in each case assuming the relevant event occurred on December 31, 2022. The values reflected in the table below relating to the acceleration of equity awards are based on the last closing price of our Class A common stock on December 31, 2022 ($2.83 per share) (in the case of options, minus the applicable exercise price) and assumes that any bonus amounts are paid at target levels.
Name |
|
Benefit Description |
|
Termination |
|
|
Termination |
|
|
Termination due to |
|
|
Change in Control |
|
|
Notice of Non- |
|
|||||
Ido Schoenberg |
|
Cash severance |
|
$ |
2,925,000 |
|
|
$ |
2,925,000 |
|
|
$ |
975,000 |
|
|
|
— |
|
|
|
— |
|
|
|
Accelerated vesting |
|
$ |
9,935,567 |
|
|
$ |
9,935,567 |
|
|
$ |
9,935,567 |
|
|
$ |
9,935,567 |
|
|
$ |
2,285,757 |
|
|
|
Continuation of |
|
$ |
76,246 |
|
|
$ |
76,246 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Roy Schoenberg |
|
Cash severance |
|
$ |
2,925,000 |
|
|
$ |
2,925,000 |
|
|
$ |
975,000 |
|
|
|
— |
|
|
|
— |
|
|
|
Accelerated vesting |
|
$ |
9,935,567 |
|
|
$ |
9,935,567 |
|
|
$ |
9,935,567 |
|
|
$ |
9,935,567 |
|
|
$ |
2,285,757 |
|
|
|
Continuation of |
|
$ |
25,303 |
|
|
$ |
25,303 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Robert Shepardson |
|
Cash severance |
|
$ |
970,000 |
|
|
$ |
970,000 |
|
|
$ |
485,000 |
|
|
|
— |
|
|
|
— |
|
|
|
Accelerated vesting |
|
|
— |
|
|
$ |
3,440,765 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
Continuation of |
|
$ |
17,803 |
|
|
$ |
17,803 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Phyllis Gotlib |
|
Cash severance |
|
$ |
802,169 |
|
|
$ |
802,169 |
|
|
$ |
485,000 |
|
|
|
— |
|
|
|
— |
|
|
|
Accelerated vesting |
|
|
— |
|
|
$ |
2,446,292 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
Continuation of |
|
$ |
167,831 |
|
|
$ |
167,831 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Kurt Knight |
|
Cash severance |
|
$ |
970,000 |
|
|
$ |
970,000 |
|
|
$ |
485,000 |
|
|
|
— |
|
|
|
— |
|
|
|
Accelerated vesting |
|
|
— |
|
|
$ |
3,258,083 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
Continuation of |
|
$ |
17,999 |
|
|
$ |
17,999 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Vukasin (Vaughn) Paunovich |
|
Cash severance |
|
$ |
970,000 |
|
|
$ |
970,000 |
|
|
$ |
485,000 |
|
|
|
— |
|
|
|
— |
|
|
|
Accelerated vesting |
|
|
— |
|
|
$ |
2,550,470 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
Continuation of |
|
$ |
17,999 |
|
|
$ |
17,999 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Messrs. Ido and Roy Schoenberg
Pursuant to the co-CEO’s employment agreements dated June 18, 2020, in the event of a termination of the co-CEO’s employment by us for “Cause” (as defined in the agreement) or by the executive without “Good Reason” (as defined in the agreement), the co-CEO will be entitled to receive certain accrued compensation and benefits, and, in the case of a resignation without Good Reason only, continued vesting of his stock options granted in 2018, RSUs granted in 2019 and IPO RSUs. On a termination of the co-CEO’s employment due to death or disability, in addition to certain accrued compensation and benefits, the co-CEO will be entitled to receive, subject to his execution and non-revocation of a release of claims, (i) any earned but unpaid prior year bonuses, (ii) a pro-rata bonus for the year of termination (based on target performance) and (iii) accelerated vesting of outstanding equity awards (with any applicable performance goals achieved at target performance). In the case of a termination of
40
Table of Contents
the co-CEO’s employment upon his retirement, in addition to the accrued compensation and benefits, he will be entitled to receive, subject to his execution and non-revocation of a release of claims, continued vesting of outstanding equity awards.
In the event of a termination of the co-CEO’s employment by the Company without Cause or by the co-CEO for Good Reason, he will be entitled to receive, in addition to certain accrued compensation and benefits and any earned but unpaid prior year bonuses, subject to his execution and non-revocation of a release of claims, (i) a pro-rata bonus for the year of termination (based on actual performance at year-end), (ii) three times then-current base salary, paid in equal installments over the 36-month period following the termination date, (iii) accelerated vesting of all outstanding equity awards (with any applicable performance goals achieved at target performance), and (iv) Company-paid COBRA premiums during the 36-month severance period.
If the Company provides notice of non-renewal of the employment term, the co-CEO will be entitled to receive, subject to his execution and non-revocation of a release of claims, accelerated vesting of the IPO RSUs.
Each agreement provides for restrictions on non-competition (during employment and for (A) 24 months following a termination of employment without cause or resignation for good reason or (B) 12 months following any other termination event), non-solicitation of customers and employees (during employment and for 24 months post-termination), confidentiality (in perpetuity) and mutual non-disparagement (in perpetuity).
Messrs. Shepardson, Knight and Paunovich
The employment agreements for our NEOs (other than our co-CEOs) provide that if the NEO’s employment is terminated by the Company without “Cause” or by the NEO with “Good Reason” (each as defined in the applicable employment agreement), the NEO will be entitled to receive, in addition to certain accrued compensation and benefits and any earned but unpaid prior year bonuses, subject to the NEO’s execution and non-revocation of a release of claims, (i) a lump sum pro-rata bonus for the year of termination based on actual performance through the termination date (or one year’s target bonus if such termination of employment occurs one month before or within 24 months following a Change in Control (as defined in the employment agreement)), (ii) severance payments in an aggregate amount equal to the NEO’s base salary, to be paid in equal installments over a one-year period, (iii) each unvested equity award held by the NEO at the time of termination shall vest as to the portion that would have vested had the NEO remained employed by the Company through the first anniversary of the termination date, and (iv) Company-paid COBRA premiums during the 12-month severance period. In addition, if the involuntary termination of employment occurs one month before or within 24 months following a Change in Control, each unvested equity award held by the NEO will fully vest at the time of termination (with any applicable performance goals treated as achieved at target levels). To the extent applicable, such payments may be subject to reduction (if such reduction results in the applicable NEO being in a better after-tax position than if all amounts were paid to the NEO) so that they will not be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code in those circumstances.
Each agreement provides for restrictions on non-competition and non-solicitation (during employment and for 12 months following termination event), confidentiality (in perpetuity), assignment of intellectual property rights and mutual non-disparagement (in perpetuity).
Ms. Gotlib
On April 8, 2022, the Company entered into a new employment agreement with Ms. Gotlib which supersedes her prior employment agreement and provides that if Ms. Gotlib’s employment is terminated by the Company without Cause or if she resigns with Good Reason (each as defined in the employment agreement), Ms. Gotlib will be entitled to receive, in addition to certain accrued compensation and benefits and any earned but unpaid prior year bonuses, subject to her execution and non-revocation of a release of claims, (i) a lump sum pro rata target bonus for the year of termination (or an amount equal to her target bonus if such termination of employment occurs one month before or within 24 months following a Change in Control (as defined in the employment agreement)), (ii) each unvested equity award held by Ms. Gotlib at the time of termination shall vest as to the portion that would have vested had she remained employed by the Company through the first anniversary of the termination date, and (iii) severance payments in an aggregate amount equal to her base salary, to be paid in equal installments over a one-year period (less any amounts contributed to the Managers Insurance and/or Pension Fund under Section 14 of the Israeli Severance Pay Law). In addition, if the involuntary termination of employment occurs one month before or within 24 months following a Change in Control, each unvested equity award held by Ms. Gotlib will fully vest at the time of such termination of employment (with any applicable performance goals treated as achieved at target levels). To the extent applicable, such payments may be subject to reduction (if such reduction results in Ms. Gotlib being in a better after-tax position than if all amounts were paid to Ms. Gotlib) so that they will not be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code in those circumstances.
41
Table of Contents
The agreement provides for restrictions on non-competition and non-solicitation (during employment and for 12 months following termination event), confidentiality (in perpetuity), assignment of intellectual property rights and mutual non-disparagement (in perpetuity).
CEO Pay Ratio Disclosure
Under rules adopted pursuant to the Dodd-Frank Act, we are required to calculate and disclose the total compensation paid to our median paid employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to our Co-CEOs, Ido Schoenberg and Roy Schoenberg (the "CEO Pay Ratio"). The paragraphs that follow describe our methodology and the resulting CEO Pay Ratio.
Measurement Date
We identified the median employee using our employee population on October 15, 2022 (including all employees, whether employed on a full-time, part-time, seasonal or temporary basis).
Consistently Applied Compensation Measure
Under the relevant rules, we are required to identify the median employee by use of a "consistently applied compensation measure" ("CACM"). We chose a CACM that closely approximates the annual target total direct compensation of our employees. Specifically, we identified the median employee by aggregating, for each employee: (1) annual base pay, (2) annual target cash incentive opportunity, and (3) the grant date fair value for equity awards granted in 2022. In identifying the median employee, we annualized the compensation values of individuals that joined our Company during 2022. After applying our CACM methodology, we identified the median employee. Once the median employee was identified, we calculated the median employee's annual target total direct compensation in accordance with the requirements of the Summary Compensation Table.
Methodology and Pay Ratio
Our median employee compensation in 2022 as calculated using Summary Compensation Table requirements was $157,162. The annual total compensation for each of our Co-CEOs as reported in the Summary Compensation Table was $16,161,230. Therefore, our CEO Pay Ratio for 2022 is approximately 103:1.
This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with the SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither the Committee nor management of the Company used the CEO Pay Ratio measure in making compensation decisions.
42
Table of Contents
Equity Compensation Plan Information
The following table provides information as of December 31, 2022 with respect to shares of our common stock that may be issued under our existing equity compensation plans.
Plan Category |
|
Number of |
|
|
Weighted |
|
|
Number of |
|
|||
Equity compensation plans approved by security holders |
|
|
|
|
|
|
|
|
|
|||
2006 Employee, Director and Consultant Stock Plan |
|
|
11,932,197 |
|
|
|
4.97 |
|
|
|
— |
|
2020 Equity Incentive Plan |
|
|
44,026,218 |
|
|
|
— |
|
|
8,156,870 |
|
|
ESPP |
|
|
— |
|
|
|
— |
|
|
6,166,337 |
|
|
Equity compensation plans not approved by security holders |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total |
|
|
27,790,589 |
|
|
|
4.38 |
|
|
|
34,377,181 |
|
43
Table of Contents
PAY VERSUS PERFORMANCE
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation and certain financial performance of our Company. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Committee view the link between the Company’s performance and its NEOs' pay. For additional information on our compensation programs and philosophy and how we design our compensation programs to align pay with performance, see the section titled “Compensation Discussion and Analysis."
The table below presents information on the compensation of our chief executive officer(s) and our other NEOs in comparison to certain performance metrics for 2022, 2021, and 2020:
|
|
Summary compensation table total for first PEO |
|
|
Summary compensation table total for second PEO(2)(3) |
|
|
Compensation actually paid to first PEO |
|
|
Compensation actually paid to second PEO(2)(3) |
|
|
Average summary compensation table total for non-PEO NEOs |
|
|
Average summary compensation actually paid for non-PEO NEOs(2)(3) |
|
|
Value of fixed $100 investment based on: |
|
|
Net Income |
|
|
Revenue |
|
|||||||||||||
Year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholder return(4) |
|
|
S&P 500 healthcare services total shareholder return(5) |
|
|
|
|
|
|
|
||||||||||
2022 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||||||
2021 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||||
2020 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||||||
44
Table of Contents
|
|
First PEO - Ido Schoenberg |
|
|
Second PEO - Roy Schoenberg |
|
||||||||||||||||||
Compensation Element |
|
2020 |
|
|
2021 |
|
|
2022 |
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
||||||
SCT Reported Total Compensation |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
(i) Aggregate SCT Reported Equity Compensation (-) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
(ii) Year-End Fair Value of Awards Granted During the FY & Outstanding (+) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
(iii) Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Outstanding (+) |
|
$ |
- |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
- |
|
|
$ |
( |
) |
|
$ |
( |
) |
(iv) Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+) |
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
$ |
|
|
$ |
- |
|
||||
(v) Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Vesting During Covered FY (+) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
||
(vi) Prior FYE Value of Awards Determined to Fail to Meet Vesting Conditions During Covered FY (-) |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
Compensation Actually Paid Determination |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
NON-PEO NEOs Compensation Actually Paid Calculation Detail |
|
|
|
|
|
|
|
|
|
|
||||||||||||
Compensation Element |
|
2020 |
|
|
2021 |
|
|
2022 |
|
|
|
|
|
|
|
|
|
|
||||||
SCT Reported Total Compensation |
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
||||||
(i) Aggregate SCT Reported Equity Compensation (-) |
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
||||||
(ii) Year-End Fair Value of Awards Granted During the FY & Outstanding (+) |
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
||||||
(iii) Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Outstanding (+) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
||||
(iv) Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+) |
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
||||||
(v) Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Vesting During Covered FY (+) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
||||
(vi) Prior FYE Value of Awards Determined to Fail to Meet Vesting Conditions During Covered FY (-) |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|||
Compensation Actually Paid Determination |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
|
|
|
|
|
|
|
|
|||||
Financial Performance Measures
The Committee reviews a variety of Company-wide and individual factors to link executive compensation actually paid with Company and executive performance.
The following section provides a description of the relationships between Amwell’s total shareholder return relative to peer comparator index, as well as compensation actually paid relative to Amwell’s total shareholder return, net income and revenue over the last three completed fiscal years. Please note that, for the co-CEOs, Compensation Actually Paid reflects 2020 and 2021 IPO-related and other RSU grants, and that the 2022 PSU grants are intended to be the only grants that the co-CEOs will receive for three years.
Compensation Actually Paid vs TSR
Compensation Actually Paid vs TSR
45
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Compensation Actually Paid vs Net Income
Compensation Actually Paid vs Revenue
46
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Compensation Actually Paid vs Adj EBITDA
Most Important Performance Metrics to Link Executive Compensation Actually Paid with Company Performance
Provided below are the most important financial measures used to link compensation actually paid with Amwell performance during the most recently completed fiscal year:
See the "Compensation Discussion and Analysis" above and published in Amwell’s historical proxy statements for additional detail on executive compensation actions.
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PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our Audit Committee has appointed PricewaterhouseCoopers LLP as our independent registered public accounting firm to audit our consolidated financial statements for our fiscal year ending December 31, 2023. PricewaterhouseCoopers LLP has served as our independent registered public accounting firm since 2016.
At the Annual Meeting, stockholders are being asked to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023. Stockholder ratification of the appointment of PricewaterhouseCoopers LLP is not required by our amended and restated bylaws or other applicable legal requirements. However, our Board of Directors is submitting the appointment of PricewaterhouseCoopers LLP to our stockholders for ratification as a matter of good corporate governance. In the event that this appointment is not ratified by our stockholders, such appointment will be reconsidered by our Audit Committee. Even if the appointment is ratified, our Audit Committee, in its sole discretion, may appoint another independent registered public accounting firm at any time during our fiscal year ending December 31, 2023 if our Audit Committee believes that such a change would be in the best interests of the Company and its stockholders. A representative of PricewaterhouseCoopers LLP is expected to be present at the Annual Meeting, will have an opportunity to make a statement if he or she wishes to do so, and is expected to be available to respond to appropriate questions from stockholders.
Vote Required
The ratification of the appointment of PricewaterhouseCoopers LLP requires the affirmative vote of holders of a plurality of the votes of all classes of shares outstanding cast at the Annual Meeting. Abstentions will have no effect on the results of this vote.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2023.
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AUDIT COMMITTEE REPORT
The information contained in the following Audit Committee Report shall not be deemed to be soliciting material or to be filed with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates it by reference in such filing.
The Audit Committee reviewed and discussed our audited consolidated financial statements with management and PricewaterhouseCoopers LLP, our independent registered public accounting firm. The Audit Committee has discussed with PricewaterhouseCoopers LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC.
The Audit Committee received and reviewed the written disclosures and the letter from PricewaterhouseCoopers LLP required by the applicable requirements of the PCAOB regarding PricewaterhouseCoopers LLP’s communications with the Audit Committee concerning independence, and discussed with PricewaterhouseCoopers LLP its independence.
Based on the review and discussions referred to above, the Audit Committee recommended to our Board of Directors that our audited consolidated financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2022 for filing with the SEC. The Audit Committee also has selected PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2023. Our Board of Directors recommends that stockholders ratify this selection at the Annual Meeting.
Respectfully submitted by the members of the Audit Committee of the Board of Directors:
Stephen Schlegel (Chair) |
Derek Ross |
Deval Patrick |
Rob Webb |
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AUDIT AND NON-AUDIT FEES
The following table presents fees for professional audit services and other services rendered to us by PricewaterhouseCoopers LLP for our fiscal years ended December 31, 2022 and 2021.
|
|
2022 |
|
|
2021 |
|
||
Audit Fees(1) |
|
$ |
1,896,000 |
|
|
$ |
2,426,500 |
|
Audit-Related Fees |
|
|
— |
|
|
|
— |
|
Tax Fees(2) |
|
|
— |
|
|
|
— |
|
All Other Fees(3) |
|
|
5,738 |
|
|
|
2,756 |
|
Total Fees |
|
$ |
1,901,738 |
|
|
$ |
2,429,256 |
|
Auditor Independence
In the fiscal year ended December 31, 2022, there were no other professional services provided by PricewaterhouseCoopers LLP that would have required our Audit Committee to consider their compatibility with maintaining the independence of PricewaterhouseCoopers LLP.
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
Our Audit Committee has established a policy governing our use of the services of our independent registered public accounting firm. Under the policy, our Audit Committee is required to pre-approve all audit and permissible non-audit services performed by our independent registered public accounting firm in order to ensure that the provision of such services does not impair such accounting firm’s independence. All fees paid to PricewaterhouseCoopers LLP in the table above have been pre-approved by our Audit Committee.
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PROPOSAL NO. 3
ADVISORY VOTE ON EXECUTIVE COMPENSATION
Amwell is asking stockholders to approve, on an advisory basis, its executive compensation as reported in this proxy statement. Stockholders are encouraged to read the “Compensation Discussion and Analysis” section of this proxy statement, which describes how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the Summary Compensation Table and other related compensation tables and narrative, which provide detailed information on the compensation of our NEOs.
We have not previously submitted to our stockholders an advisory vote to approve executive compensation. The Board of Directors has adopted a policy providing for annual “say-on-pay” advisory votes. In accordance with this policy and Section 14A of the Exchange Act, and as a matter of good corporate governance, Amwell is asking stockholders to approve the following advisory resolution at the Annual Meeting:
“Resolved, that Amwell’s stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis and the related compensation tables and narrative disclosure in this proxy statement.”
This proposal is advisory in nature and, therefore, is not binding upon the Committee or the Board of Directors. However, the Committee will, carefully evaluate the outcome of the vote when considering future executive compensation decisions. Following this Annual Meeting, we expect to hold the next advisory say-on-pay vote at our 2024 annual meeting of stockholders.
Vote Required
The approval, on an advisory basis, the compensation paid to our named executive officers requires the affirmative vote of holders of a plurality of the votes of all classes of shares outstanding cast at the Annual Meeting. Abstentions will have no effect on the results of this vote. Brokerage firms do not have authority to vote shares held by the firms in street name for the approval of executive compensation without instructions from beneficial owners. As a result, any shares not voted by a beneficial owner will be treated as broker non-votes. Such broker non-votes will have no effect on the results of this vote.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE COMPENSATION DISCUSSION AND ANALYSIS AND THE RELATED COMPENSATION TABLES AND NARRATIVE DISCLOSURE IN THIS PROXY STATEMENT.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to the beneficial ownership of our Class A and Class B common stock, as of March 31, 2023 by:
• each person or group of affiliated persons known by us to beneficially own more than 5% of our common stock;
• each of our named executive officers;
• each of our directors; and
• all of our executive officers and directors as a group.
The number of shares beneficially owned by each stockholder is determined under rules issued by the SEC. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power. Applicable percentage ownership is based on 247,762,793 shares of Class A common stock, 27,390,397 shares of Class B common stock and 5,555,555 shares of Class C common stock outstanding as of March 31, 2023. In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares of common stock subject to options or other rights (including restricted stock units and performance stock units) held by such person that are currently exercisable or will become exercisable or will vest and settle within 60 days of March 31, 2023 are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person. This table is based on information supplied by officers and directors and by Schedules 13D and Schedules 13G, if any, filed with the SEC. Unless noted otherwise, the address of all listed stockholders is c/o American Well Corporation 75 State Street, 26th Floor, Boston, MA 02109. Each of the stockholders listed has sole voting and investment power with respect to the shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable.
|
|
Shares Beneficially Owned% of Total |
|
|
% of Total Voting Power(1) |
|
||||||||||||||||||||||
|
|
Class A |
|
|
Class B |
|
|
Class C |
|
|
|
|
||||||||||||||||
Name of Beneficial Owner |
|
Shares |
|
|
% |
|
|
Shares |
|
|
% |
|
|
Shares |
|
|
% |
|
|
|
|
|||||||
5% Equity Holders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
The Vanguard Group (2) |
|
|
21,236,794 |
|
|
|
8.6 |
% |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4.1 |
% |
BlackRock, Inc. (4) |
|
|
19,697,878 |
|
|
|
8.0 |
% |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3.8 |
% |
Caledonia (Private) Investments Pty Limited (3) |
|
|
17,330,824 |
|
|
|
7.0 |
% |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3.4 |
% |
Senvest Management, LLC(5) |
|
|
16,295,094 |
|
|
|
6.6 |
% |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3.2 |
% |
Directors and Executive Officers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Ido Schoenberg(6) |
|
|
1,126,226 |
|
|
* |
|
|
|
15,236,162 |
|
|
|
50.0 |
% |
|
|
— |
|
|
|
— |
|
|
|
25.7 |
% |
|
Roy Schoenberg(6) |
|
|
1,968,891 |
|
|
* |
|
|
|
15,684,001 |
|
|
|
50.0 |
% |
|
|
— |
|
|
|
— |
|
|
|
25.9 |
% |
|
Robert Shepardson |
|
|
164,635 |
|
|
* |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.0 |
% |
|
Phyllis Gotlib |
|
|
286,389 |
|
|
* |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.1 |
% |
|
Kurt Knight |
|
|
780,936 |
|
|
* |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.2 |
% |
|
Vukasin (Vaughn) Paunovich |
|
|
157,255 |
|
|
* |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.0 |
% |
|
Dr. Delos (Toby) Cosgrove |
|
|
288,972 |
|
|
* |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.1 |
% |
|
Deborah Jackson |
|
|
25,375 |
|
|
* |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.0 |
% |
|
Deval Patrick |
|
|
192,306 |
|
|
* |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.0 |
% |
|
Derek Ross |
|
|
24,772 |
|
|
* |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.0 |
% |
|
Stephen Schlegel |
|
|
37,910 |
|
|
* |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.0 |
% |
|
Dr. Peter Slavin |
|
|
349,344 |
|
|
* |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.1 |
% |
|
Rob Webb |
|
|
— |
|
|
* |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.0 |
% |
|
All current directors and executive officers as a group (13 persons) |
|
|
5,403,011 |
|
|
|
2.2 |
% |
|
|
30,920,163 |
|
|
|
100.0 |
% |
|
|
— |
|
|
|
— |
|
|
|
52.1 |
% |
* Denotes less than 1% of beneficial ownership.
52
Table of Contents
OTHER MATTERS
As of the date of this Proxy Statement, our Board knows of no other business that will be conducted at our Annual Meeting other than as described in this Proxy Statement. If any other matter or matters are properly brought before the meeting or any adjournment or postponement of the meeting, it is the intention of the persons named in the accompanying proxy to vote the proxy on such matters in accordance with their best judgment.
Delinquent Section 16(a) Reports
Section 16(a) of Act requires the Company’s directors and executive officers and persons who beneficially own more than 10% of the Company’s Class A common stock to file with SEC reports showing ownership of and changes in ownership of the Company’s common stock and other equity securities. On the basis of information submitted by the Company’s directors and executive officers, the Company believes that its directors and executive officers timely filed all required Section 16(a) filings for fiscal year 2022.
Fiscal Year 2022 Annual Report and SEC Filings
Our financial statements for our fiscal year ended December 31, 2022 are included in our Annual Report on Form 10-K filed with the SEC on February 23, 2023. This Proxy Statement and our Annual Report are posted on our investor relations web page at https://investors.amwell.com in the “Financials” section under “SEC Filings” and are available from the SEC at its website at www.sec.gov. You may also obtain a copy of our Annual Report without charge by sending a written request to American Well Corporation, Attention: Catherine Riley, Corporate Paralegal, American Well Corporation, 75 State Street, 26th Floor, Boston, MA 02109 .
Company Website
We maintain a website at www.americanwell.com. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this Proxy Statement, and references to our website address in this Proxy Statement are inactive textual references only.
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Table of Contents
2024 ANNUAL MEETING OF STOCKHOLDERS
The 2024 annual meeting of stockholders is expected to be held on June 13, 2024. If you wish to submit a proposal to be considered at the 2024 annual meeting of stockholders, you must comply with the following procedures. Any communication to be made to our General Counsel as described below should be sent to our General Counsel at American Well Corporation, 75 State Street, 26th Floor, Boston, MA 02109.
Proxy Statement Proposal
Stockholders wishing to present a proposal for inclusion in our proxy materials for the 2024 annual meeting of stockholders pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), must timely submit their proposals so that they are received by our General Counsel no later than December 30, 2023 (120 calendar days prior to the anniversary of our mailing this Proxy Statement). The submission of a stockholder proposal does not guarantee that it will be included in our proxy statement and any such proposal must comply with the requirements of Rule 14a-8 in order to be considered for inclusion in our proxy materials for the 2024 annual meeting of stockholders.
Other Proposals and Director Nominations
Assuming the 2024 annual meeting of stockholders is held on June 13, 2024, stockholders wishing to nominate a candidate for election to our Board or propose other business at this annual meeting, other than pursuant to Rule 14a-8 of the Exchange Act, must submit a written notice so that it is received by our General Counsel no earlier than December 25, 2023 (180 calendar days prior to the anniversary of the 2023 Annual Meeting), nor later than February 23, 2024 (120 calendar days prior to the anniversary of the 2023 Annual Meeting). Any stockholder proposal or director nominations must comply with our amended and restated bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations. In addition to complying with the advance notice provisions of our bylaws, to solicit proxies in support of director nominees other than the Company’s nominees, a stockholder must give timely notice that complies with the requirements of Rule 14a-19 and which must be received no later than April 23, 2024.
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Table of Contents
SCAN TO VIEW MATERIALS & VOTE • AMERICAN WELL CORPORATION C/O BROADRIDGE VOTE BY INTERNET P.O. BOX 1342 Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above BRENTWOOD, NY 11717 Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting -Go to www.virtualshareholdermeeting.com/AMWL2023 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. V14669-P88032 AMERICAN WELL CORPORATION For Withhold For All To withhold authority to vote for any individual All All Except nominee(s), mark "For All Except" and write the The Board of Directors recommends you vote FOR the number(s) of the nominee(s) on the line below. following: 1. To elect three Class III directors to serve until the !!! 2026 annual meeting of stockholders 01) Dr. Peter Slavin 02) Dr. Ido Schoenberg 03) Dr. Roy Schoenberg The Board of Directors recommends you vote FOR the following proposal: For Withhold 2. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the Company for the fiscal year !! ending December 31, 2023 The Board of Directors recommends you vote FOR the following proposal: For Withhold 3. To approve, on an advisory basis, the compensation paid to the Company's named executive officers as disclosed in the compensation discussion and !! analysis and the related compensation tables and narrative disclosure in the Company's proxy statement Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
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Table of Contents
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Proxy Statement and Form 10-K are available at www.proxyvote.com. V14670-P88032 AMERICAN WELL CORPORATION Annual Meeting of Stockholders June 22, 2023 9:00 AM, Eastern Time This proxy is being solicited on behalf of the Board of Directors The undersigned hereby appoints Bradford Gay and Robert Shepardson (“Named Proxies”), and each or either of them, as proxies, each with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of capital stock of American Well Corporation which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such proxies to vote in their discretion on such other matters as may properly come before the meeting and revoking any other proxy heretofore given. THE SHARES REPRESENTED BY THE PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED IDENTICAL TO THE BOARD OF DIRECTORS’ RECOMMENDATION. This proxy when properly executed, will be voted in the manner directed herein. In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the meeting or any adjournment or postponement thereof. You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE), but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The Named Proxies cannot vote these shares unless you sign (on the reverse side) and return this card. Continued and to be signed on reverse side
56