Teladoc Health, Inc PRE 14A, filed Mar 31, 2022

Teladoc Health, Inc. (TDOC)

PRE 14A 2022-03-31 For: 2022-05-26

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Added on October 18, 2026

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	HOW TO VOTE
	YOUR VOTE IS IMPORTANT. Even if you plan to virtually attend the meeting, we encourage you to vote as soon as possible using one of the following methods. Have your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form with your 16-digit control number available and follow the instructions.
	INTERNET			TELEPHONE
	visit www.proxyvote.com, 24/7			call toll-free 1-800-690-6903
	MAIL			DURING THE MEETING
	complete, sign, date and return your proxy card or voting instruction form in the postage-paid envelope			attend the virtual Annual Meeting and cast your ballot online

	1			PROXY SUMMARY
	8			CORPORATE GOVERNANCE AND BOARD MATTERS
	8			Proposal 1―Election of Directors
	8			Director Nominees
	14			Corporate Governance Guidelines and Code of Business Conduct and Ethics
	14			Board Leadership Structure
	15			Committees of the Board
	16			Audit Committee
	16			Compensation Committee
	17			Nominating and Corporate Governance Committee
	17			Quality of Care and Patient Safety Committee
	18			Board Role in Risk Oversight
	19			Identifying and Evaluating Director Nominees
	20			Director Candidates Recommended by Stockholders
	20			Communications with Directors
	21			Related-Party Transactions
	21			Director Compensation
	21			Non-Employee Director Compensation Program
	22			Deferred Compensation Plan for Non-Employee Directors
	23			2021 Director Compensation Table
	24			EXECUTIVE COMPENSATION
	24			Proposal 2―Advisory Vote on Executive Compensation
	25			Executive Officers
	29			Compensation Discussion and Analysis
	29			Named Executive Officers and Overview
	30			2021 Performance and Company Highlights
	30			Compensation Philosophy and Objectives
	31			Stockholder Outreach and “Say-on-Pay” Advisory Vote
	31			Determination of Compensation
	33			Elements of Compensation
	38			Employment Agreements
	38			Tax Implications
	39			Compensation Policies and Practices
	39			Compensation Committee Report
	40			Compensation Tables
	40			2021 Summary Compensation Table
	41			2021 Grants of Plan-Based Awards Table

	43			2021 Outstanding Equity Awards at Fiscal Year-End Table
	44			2021 Option Exercises and Stock Vested Table
	45			2021 Pension Benefits
	45			2021 Nonqualified Deferred Compensation
	45			Potential Payments Upon Termination or Change in Control
	50			CEO Pay Ratio
	50			Compensation Risk Assessment
	51			Equity Compensation Plan Information
	52			Summary of the Inducement Plan
	52			Summary of the 2020 Incentive Award Plan
	53			AUDIT MATTERS
	53			Proposal 3―Ratification of the Appointment of the Independent Registered Public Accounting Firm
	54			Audit and Non-Audit Fees
	55			Audit Committee Report
	56			STOCK OWNERSHIP MATTERS
	56			Securities Ownership of Certain Beneficial Owners and Management
	56			Directors and Executive Officers
	57			Significant Stockholders
	58			Proposal 4― Approve an Amendment to Our Certificate of Incorporation to Permit Stockholders to Call Special Meetings
	58			Purpose of the Proposed Certificate Amendment
	58			Conditional Related Changes to our Bylaws
	59			Additional Information
	59			Vote Required and Board of Directors’ Recommendation
	60			INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
	65			ADDITIONAL INFORMATION
	65			Other Matters
	65			Interests of Certain Persons in Matters to Be Acted on
	65			Proxy Solicitation
	65			Procedures for Submitting Stockholder Proposals
				APPENDIX A – PROPOSED AMENDMENT TO OUR CERTIFICATE OF INCORPORATION

	WHEN			VIRTUAL MEETING			RECORD DATE
	Thursday, May 26, 2022 2:00 p.m. EDT			www.virtualshareholdermeeting.com/TDOC2022			April 1, 2022

VOTING MATTERS		BOARD RECOMMENDATIONS		FOR MORE INFORMATION, SEE PAGE
1	Election of 10 director nominees		FOR each nominee	8
2	Advisory vote to approve executive compensation (Say-on-Pay)		FOR	24
3	Ratification of the selection of Ernst & Young LLP as independent auditors for 2022		FOR	53
4	Approval of an amendment to our Certificate of Incorporation to permit holders of at least 15% net long ownership in voting power of our outstanding capital stock to call special meetings		FOR	58

				By Order of the Board of Directors, Adam C. Vandervoort Chief Legal Officer and Secretary Purchase, New York April [ ], 2022			IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 26, 2022
							THE TELADOC HEALTH PROXY STATEMENT AND ANNUAL REPORT ARE AVAILABLE AT WWW.PROXYVOTE.COM

$2.03B	$194M	$2.32	77.8M

REVENUE GROWTH OF 86%	OPERATING CASH FLOW, UP FROM $(53.5)M IN 2020	AVERAGE U.S. REVENUE PER MEMBER, UP FROM $1.12 IN 2020	U.S. PAID MEMBERS AND VISIT FEE ONLY ACCESS, UP FROM 73.1M IN 2020

19.5M	729K	800K	2.2B

TOTAL VISITS & PLATFORM-ENABLED SESSION	CHRONIC CARE ENROLLMENT	CONNECTED DEVICES	CUMULATIVE DATA POINTS

Supporting Employees Through Our Products and Services				Talent Development				Expanding the Voice of the Employee
We offer full access to our portfolio of solutions to our employees, including: • free mental and behavioral health resources • digital health devices • on-demand access to the employee assistance program for employees and their dependents				We prioritize and invest in creating opportunities to help employees grow and build their careers, through training and development programs. These include: • online and self-paced courses • live in-class education • professional speaker series • peer-to-peer learning • certification programs • on-the-job training • executive talent and succession planning paired with an individualized development approach				We strive to build a culture of soliciting employee feedback through our pulse engagement surveys and listening circles and seeking opportunities to advance employee feedback.

Diversity Council				Equal Pay Study				Open Dialogue to Encourage Diverse Thinking and Voices
We continue to drive the Teladoc Health diversity council, a group of senior leaders from throughout the organization that champions ongoing dialogue and engagement with our teams. This group has reported its work and findings annually to our board of directors since 2018.				In 2021, we completed a refreshed global organization-wide pay equity study to help ensure that compensation reflects our prioritization of gender and racial equity, and we are actively addressing any gaps in compensation and are committed to a recurring periodic review going forward.				In 2020, we launched the “Courageous Conversations Series” as an instrument for unearthing opportunities for discussion through effective dialogue across topics that intersect or singularly focus on impacting DEI. In 2021, we expanded our Courageous Conversations to include a series of guest speakers to engage in a range of topics and foster ideas for improving our inclusive culture.

Business Resource Groups				Focusing on Diversity Recruiting and Talent Acquisition				Community Impact
In 2021, we expanded our business resource groups (“BRGs”), which we believe are a foundational element of the DEI ecosystem. Our seven BRGs, with more than 1,100 active members globally, include a focus on LGBTQ, women, multicultural, military veterans, neurodiversity and differing physical and mental abilities, and generational interests of employees who are engaged in four key pillars: • Building internal community/network • Advancing external community • Supporting business impact • Enhancing professional development				• We broadened our diversity hiring manager training resources for performance-based interviewing, which included a screening tool to promote gender-neutral job descriptions • We expanded our corporate and college/university partnerships to advance our pipeline of diverse talent				We embrace the opportunity and the responsibility to have a meaningful impact in our global community, using our voice and our resources to help expand equitable access to care, and create a better future for families and our neighbors. Our efforts in 2021 represented a strong start to the greater impact we are poised to have in our communities. As we move into 2022, we look forward to expanding our efforts working toward further mobilizing our workforce to give back to the communities where we live and work through new volunteer programs and corporate matching opportunities for giving. We set out to advance positive social change in our communities by volunteering more than 10,000 hours around the globe in 2021—a goal we exceeded by more than 20%. This was an ambitious goal that was consistent with our values, including those of respecting and taking care of people, doing what’s right, and succeeding together. For 2022, we have increased our goal to 15,000 volunteer hours.

	CORPORATE GOVERNANCE BEST PRACTICES
	Annual election of directors 3 of our 10 director nominees are women 2 of our 10 director nominees are ethnically/racially diverse 9 of our 10 director nominees are independent, including all committee members Independent Board chair Balance of new and experienced directors No overboarding Annual director self-evaluation and committee assessment to ensure Board effectiveness Each member of our Audit Committee qualifies as an “audit committee financial expert” All directors attended at least 75% of 2021 meetings Regular executive sessions of independent directors			Majority voting standard in uncontested elections Proxy access (3/3/20/25) Enterprise Risk Management program to oversee organizational risk Code of Business Conduct and Ethics Annual Say-on-Pay vote Independent compensation consultant Pay-for-performance philosophy Stock ownership guidelines for directors and executives No hedging or pledging of company stock Clawback policy Active stockholder engagement Commitment to corporate social responsibility

					COMMITTEE MEMBERSHIP
DIRECTOR NOMINEE AND PRINCIPAL OCCUPATION		AGE	DIRECTOR SINCE	INDEPENDENT	AUDIT	COMPENSATION	NOMINATING & CORPORATE GOVERNANCE	QUALITY OF CARE & PATIENT SAFETY
	KAREN L. DANIEL Retired Executive Director, Division President and CFO of the Global Finance and Technology Solutions Division, Black & Veatch	64	2020
	SANDRA L. FENWICK Retired Chief Executive Officer, Boston Children’s Hospital	71	2020
	WILLIAM H. FRIST, M.D. Special Partner, Cressey & Company; and former U.S. Senator from Tennessee	70	2014
	JASON GOREVIC Chief Executive Officer, Teladoc Health	50	2009
	CATHERINE A. JACOBSON President and Chief Executive Officer, Froedtert Health	58	2020
	THOMAS G. MCKINLEY General Partner, Cardinal Partners	70	2009
	KENNETH H. PAULUS President and Chief Executive Officer, Prime Therapeutics	62	2017
	DAVID L. SHEDLARZ Retired Vice Chairman, Executive Vice President and CFO, Pfizer	73	2016
	MARK DOUGLAS SMITH, M.D., MBA Professor of Clinical Medicine, University of California at San Francisco; and a board-certified internist	70	2018
	DAVID B. SNOW, JR. Chairman and Chief Executive Officer, Cedar Gate Technologies	67	2014 since 2014
Meetings in 2021			Board―7		4	5	4	4


ACADEMICS	● ● ● ● ● ● ● ● ● ●	3	30%
AUDIT AND FINANCIAL REPORTING	● ● ● ● ● ● ● ● ● ●	6	60%
CORPORATE GOVERNANCE	● ● ● ● ● ● ● ● ● ●	9	90%
EXECUTIVE LEADERSHIP	● ● ● ● ● ● ● ● ● ●	9	90%
FINANCE AND INVESTMENT INDUSTRY	● ● ● ● ● ● ● ● ● ●	3	30%
HEALTHCARE AND MEDICINE	● ● ● ● ● ● ● ● ● ●	10	100%
HUMAN CAPITAL MANAGEMENT	● ● ● ● ● ● ● ● ● ●	10	100%
OTHER PUBLIC COMPANY BOARD EXPERIENCE	● ● ● ● ● ● ● ● ● ●	9	90%
REGULATORY, GOVERNMENT AND COMPLIANCE	● ● ● ● ● ● ● ● ● ●	9	90%
RISK MANAGEMENT	● ● ● ● ● ● ● ● ● ●	10	100%
STRATEGIC PLANNING AND OPERATIONS	● ● ● ● ● ● ● ● ● ●	9	90%
TECHNOLOGY AND INNOVATION	● ● ● ● ● ● ● ● ● ●	6	60%

1	2	3	4

ATTRACT AND RETAIN INDIVIDUALS OF SUPERIOR ABILITY AND MANAGERIAL TALENT	ENSURE COMPENSATION IS ALIGNED WITH OUR CORPORATE STRATEGIES AND BUSINESS OBJECTIVES AND THE LONG-TERM INTERESTS OF STOCKHOLDERS	ENHANCE INCENTIVES TO INCREASE STOCK PRICE AND MAXIMIZE STOCKHOLDER VALUE BY PROVIDING A PORTION OF TOTAL COMPENSATION IN EQUITY AND EQUITY-RELATED INSTRUMENTS	PROMOTE TEAMWORK WHILE ALSO RECOGNIZING THE INDIVIDUAL ROLE EACH EXECUTIVE OFFICER CONTRIBUTES TO OUR SUCCESS

	KAREN L. DANIEL Age 64 Independent Director since November 2020			KEY EXPERIENCE AND QUALIFICATIONS Our Board concluded that Ms. Daniel should serve as a director because of her executive leadership experience and her extensive background in finance. CAREER HIGHLIGHTS • BLACK & VEATCH, a global leader in providing engineering, consulting and construction services for energy, water and telecommunication sectors Executive Director, Division President and Chief Financial Officer of the Global Finance and Technology Solutions division, among other positions, responsible for leading the company’s global financial operations that included treasury, tax, accounting, financial reporting, budgeting and financial systems, and establishing corporate financial policies (1992 to 2018) Led Black & Veatch’s global IT organization, which included oversight of systems, technology development and associated service providers			• KPMG Audit Professional rising to Senior Manager (1982 to 1992) OTHER CURRENT PUBLIC COMPANY BOARDS • Commerce Bancshares Inc. • Snap-On Incorporated PRIOR DIRECTORSHIPS • Livongo Health, Inc. (2019 to the Teladoc Health/Livongo merger in 2020) • Blue Cross and Blue Shield of Kansas City (2017 to 2020) • Chair, Greater Kansas City Chamber of Commerce (2016 to 2017) EDUCATION • Master of Science in Accounting, University of Missouri-Kansas City • Bachelor of Science in Accounting, Northwest Missouri State University
	COMMITTEES • Audit

	SANDRA L. FENWICK Age 71 Independent Director since November 2020			KEY EXPERIENCE AND QUALIFICATIONS Our Board concluded that Ms. Fenwick should serve as a director because of her executive leadership experience and her extensive knowledge of the healthcare industry. CAREER HIGHLIGHTS • BOSTON CHILDREN’S HOSPITAL, the nation’s foremost independent pediatric hospital and the world’s leading center of pediatric medical and health research Chief Executive Officer, where she has been a driving force to improve the effectiveness and efficacy of the care provided at Boston Children’s, while at the same time reducing the cost of care (2013 to 2021) President (2008 to 2013) Chief Operating Officer (1999 to 2008) Senior Vice President (1999)			OTHER CURRENT DIRECTORSHIPS AND ENGAGEMENTS • Harvard’s Wyss Institute for Biologically Inspired Engineering, Inc. • Risk Management Foundation of the Harvard Medical Institutions, Inc. • Patient Discovery Solutions, Inc. • BCH Foundation UK Limited • Member, the Massachusetts Women’s Forum • Member, Women Corporate Directors Boston PRIOR DIRECTORSHIPS • Livongo Health, Inc. (2019 to the Teladoc Health/Livongo merger in 2020) EDUCATION • Ms. Fenwick has received numerous awards and honorary degrees for her contributions to healthcare • Master’s in Public Health in Health Services Administration, University of Texas School of Public Health • Bachelor’s degree, with distinction, Simmons College
	COMMITTEES • Nominating and Corporate Governance • Quality of Care and Patient Safety

	WILLIAM H. FRIST, M.D. Age 70 Independent Director since September 2014			KEY EXPERIENCE AND QUALIFICATIONS Our Board has concluded that Dr. Frist should serve as a director because of his significant public board director experience and his broad experience in the healthcare industry. CAREER HIGHLIGHTS • CRESSEY & COMPANY, a private investment firm focused exclusively on investing and building leading healthcare businesses Special Partner (2007 to present) Current Chairman of the Cressey Distinguished Executive Council • FRIST CRESSEY VENTURES, a venture capital firm specializing in healthcare investments Current Partner • VANDERBILT UNIVERSITY Current Adjunct Professor of Cardiac Surgery • U.S. SENATE Senator from Tennessee for 12 years, serving on both the Finance and HELP committees, responsible for writing all health legislation U.S. Senate Majority Leader (2003 to 2007) • 20 YEARS IN CLINICAL MEDICINE Founder of the Vanderbilt Multi-Organ Transplant Center Completed surgical training at Harvard’s Massachusetts General Hospital and Stanford			OTHER CURRENT PUBLIC COMPANY BOARDS • Select Medical Holdings Corporation OTHER CURRENT DIRECTORSHIPS • Aegis Sciences Corporation • MDSave • Devoted Health • The Robert Wood Johnson Foundation • The Nature Conservancy • NashvilleHealth • SCORE PRIOR DIRECTORSHIPS • SmileDirectClub, Inc. (2010 to 2022) • Accolade (2010 to 2021) • GS Acquisition Holdings Corp II (2020 to 2021) • AECOM (2014 to 2020) • URS Corporation (2009 to 2014) • Third National Bank (1990 to 1994) • Princeton University (1974 to 1978 and 1991 to 2001) • The Smithsonian Institution (1997 to 2006) EDUCATION • M.D., Harvard Medical School • BA., Princeton University
	COMMITTEES • Compensation • Quality of Care and Patient Safety, Chair

	JASON GOREVIC Age 50 Director since June 2009			KEY EXPERIENCE AND QUALIFICATIONS Our Board has concluded that Mr. Gorevic should serve as a director because of his leadership role with Teladoc Health and his extensive knowledge of the healthcare industry. CAREER HIGHLIGHTS • TELADOC HEALTH, INC. Chief Executive Officer and Director (June 2009 to present) • WELLPOINT, INC. (now ANTHEM INC.) Chief Marketing and Product Officer (2007 to 2008) President, Empire BlueCross BlueShield (2005 to 2006) • EMPIRE BLUECROSS BLUESHIELD Chief Sales and Marketing Officer (2002 to 2005) • GEMFINITY, an electronic marketplace and purchasing aggregator Founder and Chief Executive Officer (2000 to 2001)			• MAIL.COM, INC., a provider of internet messaging services General Manager of Business Messaging (1999 to 2000) Vice President of Operations (1998 to 1999) • OXFORD HEALTH PLANS, INC. Served in a variety of leadership positions in marketing, medical management and operations, as well as Director of Service Strategy (1993 to 1998) OTHER CURRENT PUBLIC COMPANY BOARDS • Kemper Corporation EDUCATION • B.A. in International Relations, University of Pennsylvania

	CATHERINE A. JACOBSON Age 58 Independent Director since February 2020			KEY EXPERIENCE AND QUALIFICATIONS Our Board has concluded that Ms. Jacobson should serve as a director in view of her executive leadership experience and her extensive background in the healthcare industry. CAREER HIGHLIGHTS • FROEDTERT HEALTH, a regional health care system based in Milwaukee, Wisconsin President, Chief Executive Officer and Director (2012 to present) President (2011-2012) Executive Vice President of Finance and Strategy, Chief Financial Officer and Chief Strategy Officer (2010-2011) • RUSH UNIVERSITY MEDICAL CENTER Various executive leadership roles including CFO, treasurer, SVP of finance and strategic planning, marketing and communications (1988 to 2010)			OTHER CURRENT DIRECTORSHIPS AND ENGAGEMENTS • Chair, Vizient • Chair, Metropolitan Milwaukee Association of Commerce • Wisconsin Hospital Association PRIOR DIRECTORSHIPS • United Way of Greater Milwaukee & Waukesha County (2012 to 2020) • Mercy Health (2014 to 2019) • Healthcare Financial Management Association (2004 to 2010) RECOGNITIONS • Modern Healthcare, Top 25 Women Leaders (2021 and 2022) • Modern Healthcare, 100 Most Influential People in Healthcare (2019) • Junior Achievement of Wisconsin, Distinguished Executives of the Year (2018) and induction into the Wisconsin Business Hall of Fame EDUCATION • Bachelor of Science in Accounting, Bradley University • Honorary Degree—Doctor of Healthcare Leadership, University of Wisconsin-Milwaukee
	COMMITTEES • Audit

	THOMAS G. MCKINLEY Age 70 Independent Director since November 2009			KEY EXPERIENCE AND QUALIFICATIONS Our Board has concluded that Mr. McKinley should serve as a director in view of his significant director experience and his broad experience in the healthcare and technology industries. CAREER HIGHLIGHTS • CARDINAL PARTNERS, a venture capital firm focused exclusively on healthcare investing General Partner and West Coast Representative, with a focus in healthcare investment technology, technology-enabled services, AI, ML and blockchain in healthcare (2009 to present) • PREALIZE HEALTH (formerly CARDINAL ANALYTX), a project in conjunction with Professors Arnold Milstein and Nigam Shah at Stanford University Founding CEO (2016 to 2018) • OPALA, a data automation partner that makes payer-provider collaboration radically easy Founding CEO and helped spin out a team from Premera Blue Cross (2019 to 2021)			OTHER CURRENT DIRECTORSHIPS AND ENGAGEMENTS • Opala • Chairman, Prealize Health • Started the Harvard College i3 Innovation Challenge, an undergraduate startup competition PRIOR DIRECTORSHIPS • Elected Director, Harvard Alumni Association (2001 to 2007) • Sapphire Digital (2017 to 2021) EDUCATION • MBA, Stanford University, Graduate School of Business • MS in Accounting, New York University, Stern School of Business • AB in Economics, Harvard University
	COMMITTEES • Compensation, Chair

	KENNETH H. PAULUS Age 62 Independent Director since February 2017			KEY EXPERIENCE AND QUALIFICATIONS Our Board concluded that Mr. Paulus should serve as a director because of his executive leadership experience in the healthcare industry. CAREER HIGHLIGHTS • PRIME THERAPEUTICS, one of the nation’s largest pharmacy benefit managers President, Chief Executive Officer and Director (2019 to present) • ALLINA HEALTH, one of the nation’s largest not-for-profit integrated delivery systems Various executive leadership roles including, President, Chief Executive Officer and Chief Operating Officer (2005 to 2014) • ATRIUS HEALTH SYSTEM, one of the largest integrated physician organizations in New England and a teaching affiliate of Harvard Medical School President and Chief Executive Officer (2005 to 2009) • PARTNERS COMMUNITY HEALTH CARE Chief Operating Officer (1994 to 2000)			OTHER CURRENT DIRECTORSHIPS • Breg PRIOR DIRECTORSHIPS • Cogentix Medical (2015 to 2016) • Team Health (2015 to 2016) EDUCATION • Master of Healthcare Administration and Management, University of Minnesota • BA in Biology, Augustana College
	COMMITTEES • Nominating and Corporate Governance, Chair • Quality of Care and Patient Safety

	DAVID L. SHEDLARZ Age 73 Independent Director since September 2016			KEY EXPERIENCE AND QUALIFICATIONS Our Board concluded that Mr. Shedlarz should serve as a director because of his deep experience in public company finance, his experience as a director of large public companies and his prior service as the chief financial officer of one of the world’s leading pharmaceutical corporations. CAREER HIGHLIGHTS • PFIZER, INC., a pharmaceutical company Former Vice Chair (2005 to 2007) Executive Vice President and Chief Financial Officer having worldwide responsibility for Pfizer’s former Medical Technology Group (1999 to 2005) Played key role in shaping the strategic direction that contributed to Pfizer’s impressive growth and helped establish it as an industry leader and innovator			OTHER CURRENT PUBLIC COMPANY BOARDS • Pitney Bowes, Inc. PRIOR DIRECTORSHIPS • The Hershey Company (2008 to 2021) EDUCATION • MBA, Finance and Accounting, New York University, Leonard N. Stern School of Business • BS in Economics and Mathematics, Michigan State University-Oakland
	COMMITTEES • Audit, Chair

	MARK DOUGLAS SMITH, M.D., MBA Age 70 Independent Director since October 2018			KEY EXPERIENCE AND QUALIFICATIONS Our Board concluded that Dr. Smith should serve as a director in view of his extensive background in the healthcare industry, including as a nationally recognized care delivery and health policy expert. CAREER HIGHLIGHTS • UNVERSITY OF CALIFORNIA AT SAN FRANCISCO Professor of clinical medicine (1994 to present) • SAN FRANCISO GENERAL HOSPITAL Board-certified internist and maintains a clinical practice in HIV care (1994 to present) • GUIDING COMMITTEE OF THE HEALTH CARE PAYMENT LEARNING AND ACTION NETWORK, a public-private partnership launched by the U.S. Department of Health and Human Services to promote the transition to value-based payment to improve care quality while lowering costs Co-chair (2015 to 2019) • CALIFORNIA HEALTH CARE FOUNDATION, an independently endowed philanthropy that works to improve healthcare access and quality for Californians Founding President and Chief Executive Officer, helped build the foundation into a recognized leader in delivery system innovation, public reporting of care quality and applications of new technology in healthcare (1996 to 2013)			OTHER CURRENT PUBLIC COMPANY BOARDS • Jazz Pharmaceuticals plc • Phreesia, Inc. OTHER CURRENT DIRECTORSHIPS AND ENGAGEMENTS • Institute for Healthcare Improvement • Commonwealth Fund • Editorial Board, Health Affairs EDUCATION • M.D., University of North Carolina at Chapel Hill • MBA with a concentration in health care administration, Wharton School, University of Pennsylvania • Bachelor’s degree in Afro-American Studies, Harvard College
	COMMITTEES • Nominating and Corporate Governance • Quality of Care and Patient Safety

	DAVID B. SNOW, JR. Board Chairman Age 67 Independent Director since February 2014 Chairman of the Board since December 2014			KEY EXPERIENCE AND QUALIFICATIONS Our Board concluded that Mr. Snow should serve as a director because of his broad experience in the healthcare industry and his significant core business skills, including financial, operations and strategic planning. CAREER HIGHLIGHTS • CEDAR GATE TECHNOLOGIES, INC., a provider of analytic and information technology services to providers, payers and self-insured employers entering risk-based/value-based care reimbursement arrangements Chairman of the Board and Chief Executive Officer (2014 to present) • MEDCO HEALTH SOLUTIONS, INC., a leading pharmacy benefit manager Chairman and Chief Executive Officer (2003 to 2012)			Various leadership positions at WellChoice (Empire Blue Cross and Blue Shield) and Oxford Health Plans OTHER CURRENT DIRECTORSHIPS • Premise Health PRIOR DIRECTORSHIPS • Pitney Bowes (2006 to 2019) • CareCentrix (2014 to 2018) • Medco Health Solutions, Inc. (2003 to 2012) EDUCATION • Master’s in Health Care Administration, Duke University • BS in Economics, Bates College
	COMMITTEES • Nominating and Corporate Governance • Compensation

	AUDIT COMMMITTEE FY2021 Meetings: 4			KEY RESPONSIBILITIES The principal functions of the Audit Committee are to: • select, approve the compensation, and assess the independence of our independent registered public accounting firm • review and approve management’s plan for engaging our independent registered public accounting firm during the year to perform non-audit services and consider what effect these services will have on the independence of our independent registered public accounting firm • review our annual financial statements and other financial reports which require review and/or approval by the Board • oversee the integrity of our financial statements and our systems of disclosure and internal controls over financial reporting and our compliance with legal and regulatory requirements • review the scope of audit plans of our independent registered public accounting firm and the results of its audit • evaluate the performance of our independent registered public accounting firm • review our quarterly earnings releases • review all related-party transactions for potential conflicts of interest and approve all such transactions • review and evaluate our risk management plans, including cybersecurity and data privacy compliance
	CURRENT MEMBERS • David L. Shedlarz, Chair • Christopher Bischoff* • Karen L. Daniel • Catherine A. Jacobson QUALIFICATIONS • All members of the Audit Committee are independent (as defined in the NYSE listing standards and Section 10A-3 of the Exchange Act) • All members of the Audit Committee are “audit committee financial experts” (as defined in Item 407(d)(5) of Regulation S-K) REPORT • The Audit Committee Report is on page 55 of this proxy statement * Not standing for reelection

	COMPENSATION COMMMITTEE FY2021 Meetings: 5			KEY RESPONSIBILITIES The principal functions of the Compensation Committee are to: • review and approve corporate goals and objectives tied to the compensation of our Chief Executive Officer • evaluate the performance of our Chief Executive Officer specific to our corporate goals and objectives and determine his or her compensation • review and approve the compensation of our other senior officers • review and establish our overall compensation philosophy and policy • administer and oversee our equity plans • evaluate and assess potential and current compensation advisors in accordance with the applicable independence standards set by the NYSE • retain and approve the compensation of compensation advisors • review and approve our policies and procedures for equity-based incentive awards • review and make recommendations to the Board concerning our director compensation • approve the report required by the rules of the SEC to be included in our annual proxy statement • oversee our human capital management, including DEI initiatives
	MEMBERS • Thomas G. McKinley, Chair • Christopher Bischoff* • William H. Frist, M.D. • David B. Snow, Jr. QUALIFICATIONS • All members of the Compensation Committee are independent REPORT • The Compensation Committee Report is on page 39 of this proxy statement. * Not standing for reelection

	NOMINATING AND CORPORATE GOVERNANCE COMMMITTEE FY2021 Meetings: 4			KEY RESPONSIBILITIES The principal functions of the Nominating and Corporate Governance Committee are to: • develop and recommend criteria for Board and committee membership • establish procedures for identifying and evaluating director candidates, including nominees recommended by stockholders • identify individuals qualified to become directors • recommend nominees for election as directors and to each of the Board’s committees • oversee the annual evaluation of the Board and its committees • review and discuss with the Board corporate succession plans for our Chief Executive Officer and other key officers • oversee the development and administration of our Code of Business Conduct and Ethics and Corporate Governance Guidelines • oversee our compliance and ethics program
	MEMBERS • Kenneth H. Paulus, Chair • Sandra L. Fenwick • Mark Douglas Smith, M.D., MBA • David B. Snow, Jr. QUALIFICATIONS • All members of the Nominating and Corporate Governance Committee are independent

	QUALITY OF CARE AND PATIENT SAFETY COMMITTEE FY2021 Meetings: 4			KEY RESPONSIBILITIES The principal functions of the Quality of Care and Patient Safety Committee are to assist the Board in fulfilling its oversight responsibilities relating to the review of our policies and procedures relating to the delivery of quality medical care to our members. The Quality of Care and Patient Safety Committee maintains communication between the Board and senior officers with management responsibility for medical care and reviews matters concerning: • the quality of medical care delivered to our members • efforts to advance the quality of medical care provided • patient safety
	MEMBERS • William H. Frist, M.D., Chair • Sandra L. Fenwick • Kenneth H. Paulus • Mark Douglas Smith, M.D., MBA QUALIFICATIONS • All members of the Quality of Care and Patient Safety Committee are independent

				ENTERPRISE RISK MANAGEMENT PROGRAM
	To better anticipate, identify, prioritize and manage the risks we may encounter, we have implemented an enterprise risk management (“ERM”) program. Our ERM program was developed under the oversight of our Board and management and is designed to: • identify potential risks • ensure that those risks are managed with the appropriate risk appetite • provide reasonable means by which to measure achievement of our objectives As part of our overall ERM program we established a management ERM committee. The role of the ERM committee is to: • design, implement, execute and monitor our ERM practices, including review and approval of risk assessments and action plans for improvement activities • facilitate periodic reporting to our Board and its committees We believe our ERM program: • leads to enhanced corporate governance • improves our ability to respond to changing business demands • promotes an open, positive and risk-aware culture In 2021, our Board and its committees regularly reviewed the impact of the COVID-19 pandemic on our financial results, strategic direction and the direction of virtual care, as well as potential impacts on and actions to consumers, customers, providers and competition.

ANNUAL CASH RETAINERS	($)
All non-employee directors		45,000
Chairman of the Board		50,000
Committee chairs:
Audit Committee		20,000
Compensation Committee		20,000
Nominating and Corporate Governance Committee		10,000
Quality of Care and Patient Safety Committee		10,000
Technology Committee(1)		10,000
Committee members:
Audit Committee		10,000
Compensation Committee		7,500
Nominating and Corporate Governance Committee		5,000
Quality of Care and Patient Safety Committee		5,000
Technology Committee(1)		5,000

EQUITY-BASED AWARDS	($)
Initial Awards		250,000
Annual Awards		225,000

NAME	FEES EARNED OR PAID IN CASH ($)		STOCK AWARDS(1) ($)		TOTAL ($)
Christopher Bischoff		62,500		224,996		287,496
Karen L. Daniel		55,000		224,996		279,996
Sandra L. Fenwick		55,000		224,996		279,996
William H. Frist, M.D.		62,500		224,996		287,496
Catherine A. Jacobson		55,000		224,996		279,996
Thomas G. McKinley		66,250		224,996		291,246
Kenneth H. Paulus		60,000		224,996		284,996
David L. Shedlarz		66,250		224,996		291,246
Mark Douglas Smith, M.D., MBA		55,000		224,996		279,996
David B. Snow, Jr.		107,500		224,996		332,496
Hemant Taneja(2)(3)		―		―		―
Glen Tullman(2)		18,306		―		18,306

	ARNNON GESHURI Age 52 Chief People Officer since October 2020			CAREER HIGHLIGHTS • TELADOC HEALTH, INC. Chief People Officer (2020 to present) Mr. Geshuri is responsible for developing organizational talent at scale for us. Aligning our culture and long-term vision, he oversees all human resources functions, including talent acquisition, learning and development, benefits and compensation, workplace, and DEI. • LIVONGO Chief People Officer (2017 to its merger with Teladoc Health in 2020) • TESLA Vice President of Human Resources, overseeing the growth of Tesla from a 400-person start-up to an integrated sustainable energy company with more than 35,000 employees around the globe (2009 to 2017)			• GOOGLE Senior Director of Staffing Operations, designing Google’s legendary recruitment organization and talent acquisition strategy (2004 to 2009) • E*TRADE FINANCIAL Vice President, People Operations and Director of Global Recruiting (1999 to 2002) • APPLIED MATERIALS, INC. Senior Human Resources Programs Manager (1994 to 1999) OTHER CURRENT DIRECTORSHIPS Mr. Geshuri sits on several start-up and academic advisory boards, including: • Santa Clara University Leavey School of Business Master of Science in Business Analytics program EDUCATION • Master’s in Industrial/Organizational Psychology, San José State University • BA in Psychology, University of California at Irvine

	CLAUS T. JENSEN, PhD Age 54 Chief Innovation Officer since April 2021			CAREER HIGHLIGHTS • TELADOC HEALTH, INC. Chief Innovation Officer (2021 to present) Dr. Jensen leads technology and innovation for us. Under his direction, the research and development team applies product innovation, data science, technological expertise and clinical excellence to transform how people access and experience healthcare around the world. • MEMORIAL SLOAN KETTERING CANCER CENTER Chief Digital and Technology Officer, overseeing the integration of data and technology resources that enabled MSK to meet critical care and research objectives (2019 to 2021) • CVS HEALTH-AETNA Chief Technology Officer (2015 to 2019)			• IBM Various leadership roles, including Chief Architect API Economy and SOA (2008 to 2015) • DANSKE BANK Various leadership roles, including Senior Vice President and Chief Architect, Head of Architecture and Business Development (1995 to 2008) Dr. Jensen has authored numerous publications and holds patents covering integration, APIs and transformation. EDUCATION • PhD in Computer Science, Aarhus University, Denmark • BA in Mathematics, Aarhus University, Denmark

	MALA MURTHY Age 58 Chief Financial Officer since June 2019			CAREER HIGHLIGHTS • TELADOC HEALTH, INC. Chief Financial Officer (2019 to present) Ms. Murthy leads our global finance organization, including accounting, financial planning & analysis and investor relations. With a focus on assuring stockholder value, she is a seasoned leader with a proven track record of driving balanced top-and-bottom-line growth. Ms. Murthy brings a passion for developing & implementing strategies that drive both short-term and long-term value, acquired from extensive financial management experience in diverse industries. Ms. Murthy has successfully supported substantial acquisitions and overseen the development of capital structure and liquidity strategies.			• AMERICAN EXPRESS Chief Financial Officer of Global Commercial Services; led strategic investment decisions and P+L stewardship (2016 to 2019) Various other senior executive positions (2012 to 2016) • PEPSICO Various leadership positions leading high growth business units (1995 to 2012) OTHER CURRENT DIRECTORSHIPS • Avantor, Inc. EDUCATION • Master’s degree, Public & Private Management, Yale School of Management • MBA, India Institute of Management • Bachelor’s degree, Computer Science & Engineering, Jadavpur University, India

	DANIEL TRENCHER Age 50 Senior Vice President of Corporate Strategy since October 2020			CAREER HIGHLIGHTS • TELADOC HEALTH, INC. Senior Vice President of Corporate Strategy (2020 to present) Mr. Trencher leads corporate strategy and is responsible for developing the organization’s long term strategic vision. Under his direction, his team ensures the alignment of short-and long-range plans, strategic investment roadmaps and channel-level strategies and objectives. Various other senior positions (2011 to 2020) Previously, Mr. Trencher led business development, product and strategy for us, ensuring the delivery of innovative commercial products and market-leading experiences. He brings extensive experience in the healthcare industry, including hands-on product and operational expertise from a wide array of healthcare customer segments.			• WELLPOINT (now ANTHEM, INC.) and WELLCHOICE, INC. Various leadership positions developing and managing growth initiatives across the healthcare value chain, ranging from providers to disease management and wellness programs to health information technology (2002 to 2011) EDUCATION • MBA, University of Chicago • Bachelor’s degree, Economics, University of Pennsylvania

	ANDREW TURITZ Age 49 Senior Vice President of Corporate Development since January 2015			CAREER HIGHLIGHTS • TELADOC HEALTH, INC. Senior Vice President of Corporate Development (2015 to present) Mr. Turitz is responsible for identifying, evaluating and executing growth opportunities for the organization through partnerships, acquisitions, joint ventures and other third-party relationships. Mr. Turitz has extensive experience in global healthcare mergers and acquisitions and partnerships, including the management of all phases of analysis, diligence, and transaction structuring and through product integration, go-to-market strategies, and operational implementation. Prior to joining Teladoc Health, Mr. Turitz advised on M&A transactions for Fortune 500 companies and led investments in and served on the board of directors for venture-backed companies. He is also an entrepreneur who has launched and joined numerous early-stage businesses.			• AETNA Vice President, Business Development, Healthagen (2012 to 2015) • SANDBOX INDUSTRIES/BLUE VENTURE FUND Managing Director (2008 to 2012) • BANK OF AMERICA Vice President, Healthcare M&A (2003 to 2008) OTHER CURRENT DIRECTORSHIPS • Family Focus EDUCATION • MBA, Kellogg School of Management at Northwestern University • Bachelor’s degree, Stanford University

	ADAM C. VANDERVOORT Age 47 Chief Legal Officer and Secretary since February 2015			CAREER HIGHLIGHTS • TELADOC HEALTH, INC. Chief Legal Officer and Secretary (2015 to present) Mr. Vandervoort helps us comply with applicable laws and serves as secretary to our Board. He is responsible for all of our legal matters, including government affairs, corporate governance, securities law, intellectual property, and privacy. • INDEPENDENCE HOLDING COMPANY Corporate Vice President, General Counsel and Secretary (2006 to 2015) • PAUL HASTINGS LLP Associate Attorney in Corporate Practice (2004 to 2006)			• FEDEX CORPORATION Staff Attorney (2002 to 2004) • SULLIVAN & CROMWELL LLP Associate Attorney in Corporate Practice (1999 to 2002) RECOGNITIONS • Admitted to practice law in the states of California, Connecticut and New York • Served on the Municipal Board of Ethics, Stamford, Connecticut EDUCATION • J.D., University of Pennsylvania Law School • AM and AB, University of Chicago