Teladoc Health, Inc DEF 14A, filed Apr 11, 2023

Teladoc Health, Inc. (TDOC)

DEF 14A 2023-04-11

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Added on June 12, 2026

About this DEF 14A

Teladoc Health, Inc filed this DEF 14A on April 11, 2023.

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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
	15			Corporate Governance Guidelines and Code of Business Conduct and Ethics
	15			Board Leadership Structure
	16			Committees of the Board
	17			Audit Committee
	17			Compensation Committee
	18			Nominating and Corporate Governance Committee
	18			Quality of Care and Patient Safety Committee
	19			Executive Committee
	19			Board Role in Risk Oversight
	21			Identifying and Evaluating Director Nominees
	22			Director Candidates Recommended by Stockholders
	22			Communications with Directors
	23			Related-Party Transactions
	23			Director Compensation
	23			Non-Employee Director Compensation Program
	24			Deferred Compensation Plan for Non-Employee Directors
	25			2022 Director Compensation Table
	26			EXECUTIVE COMPENSATION
	26			Proposal 2―Advisory Vote on Executive Compensation
	27			Executive Officers
	32			Compensation Discussion and Analysis
	32			Named Executive Officers and Overview
	32			2022 Performance and Company Highlights
	33			Compensation Philosophy and Objectives
	34			Stockholder Outreach and “Say-on-Pay” Advisory Vote
	35			Determination of Compensation
	36			Elements of Compensation
	42			Employment Agreements
	42			Tax Implications
	42			Accounting Considerations
	43			Compensation Policies and Practices
	43			Compensation Committee Report
	44			Compensation Tables
	44			2022 Summary Compensation Table
	45			2022 Grants of Plan-Based Awards Table
	47			2022 Outstanding Equity Awards at Fiscal Year-End Table
	48			2022 Option Exercises and Stock Vested Table
	49			2022 Pension Benefits
	49			2022 Nonqualified Deferred Compensation
	49			Potential Payments Upon Termination or Change in Control
	56			CEO Pay Ratio
	56			Compensation Risk Assessment
	57			Pay Versus Performance

	61			Proposal 3― Approve the 2023 Incentive Award Plan
	61			Board Recommendation
	61			Background
	61			Reasons Why You Should Vote in Favor of the Approval of the 2023 Incentive Award Plan
	62			Considerations for the Approval of the 2023 Incentive Award Plan
	64			Summary of the 2023 Incentive Award Plan
	68			U.S. Federal Income Tax Consequences
	70			Interests of Certain Persons in the Action Taken
	70			Equity Compensation Plan Information
	71			New Plan Benefits
	72			Vote Required and Board of Directors’ Recommendation
	73			Proposal 4― Approve the Second Amendment to the Employee Stock Purchase Plan
	73			Board Recommendation
	73			Summary of the Amended Employee Stock Purchase Plan
	76			Certain Federal Income Tax Consequences
	76			New Plan Benefits
	77			Vote Required and Board of Directors’ Recommendation
	78			AUDIT MATTERS
	78			Proposal 5―Ratification of the Appointment of the Independent Registered Public Accounting Firm
	79			Audit and Non-Audit Fees
	80			Audit Committee Report
	81			STOCK OWNERSHIP MATTERS
	81			Securities Ownership of Certain Beneficial Owners and Management
	81			Directors and Executive Officers
	82			Significant Stockholders
	83			STOCKHOLDER PROPOSAL
	83			Proposal 6― Stockholder Proposal
	84			Board of Directors’ Statement in Opposition to the Stockholder Proposal
	86			INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
	92			ADDITIONAL INFORMATION
	92			Other Matters
	92			Interests of Certain Persons in Matters to Be Acted on
	92			Proxy Solicitation
	92			Procedures for Submitting Stockholder Proposals
	92			Forward-Looking Statements
	A-1			ANNEX A—RECONCILIATION OF NON-GAAP MEASURES
	B-1			ANNEX B—TELADOC HEALTH, INC. 2023 INCENTIVE AWARD PLAN
	C-1			ANNEX C—SECOND AMENDMENT TO THE TELADOC HEALTH, INC. 2015 EMPLOYEE STOCK PURCHASE PLAN

	WHEN			VIRTUAL MEETING			RECORD DATE
	Thursday, May 25, 2023 2:00 p.m. EDT			www.virtualshareholdermeeting.com/TDOC2023			March 31, 2023

VOTING MATTERS		BOARD RECOMMENDATIONS		FOR MORE INFORMATION, SEE PAGE
1	Election of nine director nominees		FOR each nominee	8
2	Advisory vote to approve executive compensation (Say-on-Pay)		FOR	26
3	Approval of the Teladoc Health, Inc. 2023 Incentive Award Plan		FOR	61
4	Approval of an amendment to the Teladoc Health, Inc. 2015 Employee Stock Purchase Plan		FOR	73
5	Ratification of the selection of Ernst & Young LLP as independent auditors for 2023		FOR	78
6	Stockholder proposal, if properly presented at the Annual Meeting		AGAINST	83

				By Order of the Board of Directors, Adam C. Vandervoort Chief Legal Officer and Secretary Purchase, New York April 11, 2023			IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 25, 2023
							THE TELADOC HEALTH PROXY STATEMENT AND ANNUAL REPORT ARE AVAILABLE AT WWW.PROXYVOTE.COM

$2.4B	$918M	$1.42

REVENUE GROWTH IN 2022 OF 18%	CASH AND CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS POSITION, UP 2%	AVERAGE REVENUE PER U.S. INTEGRATED CARE MEMBER IN 2022, DOWN 2%

83.3M	419K	1.0M

U.S. INTEGRATED CARE MEMBERS	BETTERHELP PAYING USERS	CHRONIC CARE ENROLLMENT

Supporting Employees Through Our Products and Services				Talent Development				Expanding the Voice of the Employee
We offer our employees full access to our diverse portfolio of whole-person health solutions, including: • free mental 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 inclusion which includes soliciting employee feedback through our pulse engagement surveys, listening circles and seeking opportunities to advance employee feedback. Open Dialogue to Encourage Diverse Thinking and Voices In 2022, we launched the Diversity in Health learning series to expand knowledge and awareness of diversity and health topics.

Business Resource Groups				Focusing on Diversity Recruiting and Talent Acquisition				Community Impact
We believe our business resource groups (“BRGs”), are a foundational element of the DEI ecosystem. Our seven BRGs include a focus on LGBTQ+, women, multicultural, military veterans, neurodiversity and differing physical and mental abilities, working parents and caregivers, 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 continue to broaden 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. We continue to work 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 with a 2022 goal of volunteering more than 15,000 hours around the globe—a goal we exceeded by more than 30%. 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 2023, we have increased our goal to 20,000 volunteer hours and expanded these efforts to do good and give back to our communities.

	CORPORATE GOVERNANCE BEST PRACTICES
	Annual election of directors 3 of our 9 director nominees are women 2 of our 9 director nominees are ethnically/racially diverse 8 of our 9 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 current directors attended at least 75% of 2022 meetings Regular executive sessions of independent directors			Majority voting standard in uncontested elections Stockholder ability to call special meetings 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

					CURRENT COMMITTEE MEMBERSHIP
DIRECTOR NOMINEE AND PRINCIPAL OCCUPATION		AGE	DIRECTOR SINCE	INDEPENDENT	AUDIT	COMPENSATION	NOMINATING & CORPORATE GOVERNANCE	QUALITY OF CARE & PATIENT SAFETY	EXECUTIVE
	KAREN L. DANIEL Retired Executive Director, Division President and CFO of the Global Finance and Technology Solutions Division, Black & Veatch	65	2020
	SANDRA L. FENWICK Retired Chief Executive Officer, Boston Children’s Hospital	72	2020
	JASON GOREVIC Chief Executive Officer, Teladoc Health	51	2009
	CATHERINE A. JACOBSON President and Chief Executive Officer, Froedtert Health	59	2020
	THOMAS G. MCKINLEY General Partner, Cardinal Partners	71	2009
	KENNETH H. PAULUS President and Chief Executive Officer, Prime Therapeutics	63	2017
	DAVID L. SHEDLARZ(1) Retired Vice Chairman, Executive Vice President and CFO, Pfizer	74	2016
	MARK DOUGLAS SMITH, M.D., MBA(2) Professor of Clinical Medicine, University of California at San Francisco; and a board-certified internist	71	2018
	DAVID B. SNOW, JR. Chairman and Chief Executive Officer, Cedar Gate Technologies	68	2014 since 2014
Meetings in 2022			Board―6		4	6	4	4	0


ACADEMICS	● ● ● ● ● ● ● ● ●	2	22%
AUDIT AND FINANCIAL REPORTING	● ● ● ● ● ● ● ● ●	6	67%
CORPORATE GOVERNANCE	● ● ● ● ● ● ● ● ●	8	89%
EXECUTIVE LEADERSHIP	● ● ● ● ● ● ● ● ●	9	100%
FINANCE AND INVESTMENT INDUSTRY	● ● ● ● ● ● ● ● ●	2	22%
HEALTHCARE AND MEDICINE	● ● ● ● ● ● ● ● ●	9	100%
HUMAN CAPITAL MANAGEMENT	● ● ● ● ● ● ● ● ●	9	100%
OTHER PUBLIC COMPANY BOARD EXPERIENCE	● ● ● ● ● ● ● ● ●	8	89%
REGULATORY, GOVERNMENT AND COMPLIANCE	● ● ● ● ● ● ● ● ●	8	89%
RISK MANAGEMENT	● ● ● ● ● ● ● ● ●	9	100%
STRATEGIC PLANNING AND OPERATIONS	● ● ● ● ● ● ● ● ●	9	100%
TECHNOLOGY AND INNOVATION	● ● ● ● ● ● ● ● ●	6	67%

	• Karen L. Daniel			• Kenneth H. Paulus
	• Sandra L. Fenwick			• David L. Shedlarz
	• Jason Gorevic			• Mark Douglas Smith, M.D., MBA
	• Catherine A. Jacobson			• David B. Snow, Jr.
	• Thomas G. McKinley

	KAREN L. DANIEL Age 65 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

	THOMAS G. MCKINLEY Age 71 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 • Executive

	SANDRA L. FENWICK Age 72 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, International Women’s Forum/Massachusetts • Member, Women Corporate Directors Boston PRIOR DIRECTORSHIPS • Livongo Health, Inc. (2019 to the Teladoc Health/Livongo merger in 2020) EDUCATION • Ms. Fenwick has received numerous awards and honorary degrees for her contributions to healthcare • Master’s in Public Health in Health Services Administration, University of Texas School of Public Health • Bachelor’s degree, with distinction, Simmons College
	COMMITTEES • Nominating and Corporate Governance • Quality of Care and Patient Safety

	JASON GOREVIC Age 51 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 ELEVANCE HEALTH) 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 59 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 • Siebert Lutheran Foundation • Wisconsin Hospital Association PRIOR DIRECTORSHIPS • United Way of Greater Milwaukee & Waukesha County (2012 to 2020) • Mercy Health (2014 to 2019) • Healthcare Financial Management Association (2004 to 2010) RECOGNITIONS • Modern Healthcare, Top 25 Women Leaders (2021, 2022 and 2023) • Modern Healthcare, 100 Most Influential People in Healthcare (2019 and 2023) • Junior Achievement of Wisconsin, Distinguished Executives of the Year (2018) and induction into the Wisconsin Business Hall of Fame EDUCATION • Bachelor of Science in Accounting, Bradley University • Honorary Degree—Doctor of Healthcare Leadership, University of Wisconsin-Milwaukee
	COMMITTEES • Audit

	KENNETH H. PAULUS Age 63 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 • Executive

	DAVID L. SHEDLARZ Age 74 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) • TIAA (2007 to 2021) EDUCATION • MBA, Finance and Accounting, New York University, Leonard N. Stern School of Business • BS in Economics and Mathematics, Michigan State University-Oakland
	COMMITTEES • Audit, Chair • Executive • Compensation (effective following the Annual Meeting)

	MARK DOUGLAS SMITH, M.D., MBA Age 71 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 • 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 (Chair, effective following the Annual Meeting) • Executive (effective following the Annual Meeting)

	DAVID B. SNOW, JR. Board Chairman Age 68 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 • Executive, Chair

	AUDIT COMMMITTEE FY2022 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 • 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 80 of this proxy statement

	COMPENSATION COMMMITTEE FY2022 Meetings: 6			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 executive 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 Compensation Committee 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 • 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 43 of this proxy statement. * Not standing for reelection

	NOMINATING AND CORPORATE GOVERNANCE COMMMITTEE FY2022 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 director education and training • 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 FY2022 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 * Not standing for reelection

	EXECUTIVE COMMITTEE FY2022 Meetings: 0			KEY RESPONSIBILITIES The principal function of the Executive Committee is to support the Board in the performance of its duties and responsibilities between regularly scheduled meetings of the Board. Subject to any limitations imposed by the Board, applicable law and our Bylaws, the Executive Committee may exercise the power of the Board in the management of our business and affairs with respect to matters referred to it by the Board and urgent matters requiring Board action that, in the determination of the Chairman of the Board, should not await the Board’s next regularly scheduled meeting. The Executive Committee consists of the Chairman of the Board and the chairs of our other standing committees, and meets on an ad hoc basis when circumstances necessitate.
	MEMBERS • David B. Snow, Jr., Chair • William H. Frist, M.D.* • Thomas G. McKinley • Kenneth H. Paulus • David L. Shedlarz QUALIFICATIONS • All members of the Executive Committee are independent * Not standing for reelection

				ENTERPRISE RISK MANAGEMENT PROGRAM
	To better anticipate, identify, prioritize and manage the risks we may encounter, we have implemented an ERM program that was developed under the oversight of our Board and management. The ERM program 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 • leverage the insights of risk and control owners to determine the current state of the risks we are facing 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 • together with the internal audit team, analyze identified risks, categorize them by topic, likelihood (inclusive of the risk timeframe), impact and risk mitigation effectiveness and report to management • consult with third-party experts from time-to-time as part of the risk-assessment process • facilitate periodic reporting to our Board and its committees, soliciting input from directors on the steps taken to mitigate risks and plans for additional mitigation The ERM committee considers both current risks, including timeframes reflected by those risks, as well as emerging risks and future threats. The focus of the Board’s oversight varies based on the type and timing of the risk being discussed. For example, for a long-term risk, the Board focuses on advance planning. 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

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

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

NAME	FEES EARNED OR PAID IN CASH ($)		STOCK AWARDS(1) ($)		TOTAL ($)
Christopher Bischoff		25,240		―		25,240
Karen L. Daniel		55,000		224,985		279,985
Sandra L. Fenwick		55,000		224,985		279,985
William H. Frist, M.D.		62,500		224,985		287,485
Catherine A. Jacobson		55,000		224,985		279,985
Thomas G. McKinley		65,000		224,985		289,985
Kenneth H. Paulus		60,000		224,985		284,985
David L. Shedlarz		65,000		224,985		289,985
Mark Douglas Smith, M.D., MBA		55,000		224,985		279,985
David B. Snow, Jr.		107,500		224,985		332,485

NAME	STOCK OPTIONS (#)		STOCK AWARDS (#)
Christopher Bischoff		―		―
Karen L. Daniel		―		7,162
Sandra L. Fenwick		―		7,162
William H. Frist, M.D.		81,570		6,726
Catherine A. Jacobson		―		7,460
Thomas G. McKinley		―		6,726
Kenneth H. Paulus		14,647		6,726
David L. Shedlarz		4,082		6,726
Mark Douglas Smith, M.D., MBA		8,132		6,726
David B. Snow, Jr.		42,212		6,726

	ARNNON GESHURI Age 53 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 • MS in Industrial/Organizational Psychology, San José State University • BA in Psychology, University of California at Irvine

	CLAUS T. JENSEN, PhD Age 55 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

	LAIZER KORNWASSER Age 52 President, Enterprise Growth and Global Markets since October 2022			CAREER HIGHLIGHTS • TELADOC HEALTH, INC. President, Enterprise Growth and Global Markets (2022 to present) Mr. Kornwasser oversees company performance across client channels and product lines. • CARECENTRIX President and Chief Operating Officer (2018 to 2022)			• YESHIVA UNIVERSITY Professor of Management and Member of the Board of Trustees (2015 to 2019) • MEDCO HEALTH SOLUTIONS Various leadership roles, including Senior Vice President, Consumer Solutions and Retail Markets (2003 to 2012) EDUCATION • MBA, Harvard Business School • Bachelor’s degree, Accounting, Yeshiva University