Teladoc Health, Inc DEF 14A, filed Apr 8, 2025

Teladoc Health, Inc. (TDOC)

DEF 14A 2025-04-08 For: 2024-12-31

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Added on June 12, 2026

About this DEF 14A

Teladoc Health, Inc filed this DEF 14A on April 8, 2025.

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o			Preliminary Proxy Statement

o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x			Definitive Proxy Statement

o			Definitive Additional Materials

o			Soliciting Material Pursuant to §240.14a-12


Proxy summary		1

Corporate governance and board matters		8

Proposal 1	FOR

Election of directors		8


Director Nominees		8
Corporate Governance Guidelines and Code of Business Conduct and Ethics		15
Board Leadership Structure		15
Committees of the Board		16
Audit Committee		17
Compensation Committee		17
Nominating and Corporate Governance Committee		18
Quality of Care and Patient Safety Committee		19
Executive Committee		19
Board Role in Risk Oversight		19
Identifying and Evaluating Director Nominees		22
Director Candidates Recommended by Stockholders		22
Communications with Directors		23
Related-Party Transactions		23
Director c ompensation		24
Non-Employee Director Compensation Program		24
Deferred Compensation Plan for Non-Employee Directors		25
202 4 Director Compensation Table		26

Executive compensation		27

Proposal 2	FOR

Advisory vote on executive compensation		27


Executive Officers		28
Compensation Discussion and Analysis		31
Named Executive Officers and Overview		32
2024 CEO Transition		32
202 4 Performance and Company Highlights		33
Compensation Philosophy and Objectives		33
Total 202 4 Target Compensation Mix		34
Stockholder Outreach and “Say-on-Pay” Advisory Vote		35
Determination of Compensation		36
Elements of Compensation		37
Employment Agreements		45
Tax Implications		45
Accounting Considerations		46
Compensation Policies and Practices		46
Compensation Committee Report		46
Compensation tables		47
2024 Summary Compensation Table		47
2024 Grants of Plan-Based Awards Table		49
2024 Outstanding Equity Awards at Fiscal Year-End Table		51


202 4 Option Exercises and Stock Vested Table		54
202 4 Pension Benefits		54
202 4 Nonqualified Deferred Compensation		54
Potential Payments Upon Termination or Change in Control		54
CEO Pay Ratio		62
Compensation Risk Assessment		62
Pay Versus Performance		63
Pay Versus Performance Compensation Actually Paid Table		63
Relationship Between Pay and Performance		66

Proposal 3	FOR

Approv e the a mendment to the 2023 Incentive Award Plan		69


Board Recommendation		69
B a ckground		69
R easons Why You Should Vote in Favor of the Approval of the Amendment to the 202 3 Incentive Award Plan		70
H ist orical Equity Award Information		72
S ummary of the 2023 Incentive Award Plan		73
U.S. Federal Income Tax Consequences		77
Equity Compensation Plan Information		79
N ew Plan Benefits		80
Vote Required and Board of Directors’ Recommendation		81

Audit matters		82

Proposal 4	FOR

Ratification of the appointment of the independent registered public accounting firm		82


Audit and Non-Audit Fees		83
Audit Committee Report		84

Stock ownership matters		85

Securities Ownership of Certain Beneficial Owners and Management		85
Directors and Executive Officers		85
Significant Stockholders		86
D elinquent Section 16(a) Reports		86

Information about the annual meeting and voting		87

Additional information		93

Other Matters		93
Interests of Certain Persons in Matters to Be Acted on		93
Proxy Solicitation		93
Procedures for Submitting Stockholder Proposals		93
Forward-Looking Statements		94

Annex A - Reconciliation of non-GAAP measures		95
Annex B - First Amendment to the Teladoc Health, Inc. 2023 Incentive Award Plan		96


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	27


3	Approval of an amendment to the Teladoc Health, Inc. 2023 Incentive Award Plan	FOR	69


4	Ratification of the selection of Ernst & Young LLP as independent auditors for 2025	FOR	82




$2.6B	$311M(1)	$1.3B	$410M

Total revenue	Total adjusted EBITDA; margin of 12.1%	Cash and cash equivalents, up 16%	International revenue, up 12%




93.8M	1.2M	1.3M	17.3M

U.S. integrated care members, up 5%	Chronic care program enrollment, up 4%	BetterHelp unique users in 2024	Total visits


x			No fee required

o			Fee paid previously with preliminary materials

o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


						By Order of the Board of Directors, Adam C. Vandervoort Chief Legal Officer and Secretary Purchase, New York April 8, 2025


						Annual election of directors
						2 of our director nominees are women
						Independent Board chair
						Balance of new and experienced directors
						No overboarding
						Annual director self-evaluation and committee assessment to ensure Board effectiveness
						Multiple members of our Audit Committee qualify as “audit committee financial experts”
						All current directors attended at least 75% of 2024 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


Director nominee and principal occupation		Age	Director since	Independent	Current committee membership
					AC	CC	NCGC	QCPSC	EC
	Charles Divita, III Chief Executive Officer, Teladoc Health	55	2024
	J. Eric Evans Chief Executive Officer, Surgery Partners	48	2023
	Sandra L. Fenwick Retired Chief Executive Officer, Boston Children’s Hospital	74	2020
	Catherine A. Jacobson Retired Chief Executive Officer, Froedtert ThedaCare Health	61	2020
	Thomas G. McKinley General Partner, Cardinal Partners	73	2009
	Kenneth H. Paulus Retired President and Chief Executive Officer, Prime Therapeutics	65	2017
	David L. Shedlarz Retired Vice Chairman, Executive Vice President and CFO, Pfizer	76	2016
	Mark Douglas Smith, M.D., MBA Clinical Professor of Medicine, University of California at San Francisco; and a board-certified internist	73	2018
	David B. Snow, Jr. Chairman and Chief Executive Officer, Cedar Gate Technologies	70	2014
Meetings in 2024			Board - 13		6	11	8	4	6



Academics	2/9	22%


Audit and financial reporting	5/9	56%


Corporate governance	8/9	89%


Executive leadership	9/9	100%


Finance and investment industry	2/9	22%


Healthcare and medicine	9/9	100%


Human capital management	9/9	100%


Other public company board experience	7/9	78%


Regulatory, government and compliance	8/9	89%


Risk management	9/9	100%


Strategic planning and operations	9/9	100%


Technology and innovation	4/9	44%


•The most recent Say-on-Pay vote indicates significant stockholder support of the philosophy, strategy and objectives of our executive compensation programs. •Following the annual review of our executive compensation philosophy by our Compensation Committee, as well as our most recent Say-on-Pay results and engagement with stockholders, our overall approach to executive compensation did not change. •The Compensation Committee will continue to monitor stockholder feedback, including the results of the annual Say-on-Pay vote, in making future decisions affecting our compensation programs.			SIGNIFICANT STOCKHOLDER APPROVAL OF SAY-ON-PAY OVER LAST 3 YEARS 2022 – 91.6% 2023 – 81.9% 2024 – 95.9%


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




Charles Divita, III			David B. Snow, Jr.
Chief executive officer and director since June 2024 The Chief Executive Officer is responsible for setting the strategic direction of the Company and for its day-to-day leadership and management.			Independent director since February 2014 Chairman of the board since December 2014 The Chairman of the Board provides guidance to the Chief Executive Officer, directs the agenda for Board meetings and presides over meetings of the full Board.


Audit committee

FY2024 Meetings: 6 Current members •David L. Shedlarz, Chair •J. Eric Evans •Catherine A. Jacobson •Thomas G. McKinley Qualifications •All members of the Audit Committee are independent (as defined in the NYSE listing standards and Section 10A-3 of the Exchange Act) •Mr. Shedlarz and Ms. Jacobson are “audit committee financial experts” (as defined in Item 407(d)(5) of Regulation S-K) Report •The Audit Committee Report is on page 84 of this proxy statement			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


			Age

						66 years Average age


Compensation committee

FY2024 Meetings: 11 Members •J. Eric Evans, Chair •Thomas G. McKinley •David L. Shedlarz •David B. Snow, Jr. Qualifications •All members of the Compensation Committee are independent Report •The Compensation Committee Report is on page 46 of this proxy statement			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


Nominating and corporate governance committee

FY2024 Meetings: 8 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			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 •together with the Compensation Committee, 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 •oversee our overall approach to environmental, social and governance and social responsibility matters


Quality of care and patient safety committee

FY2024 Meetings: 4 Members •Mark Douglas Smith, M.D., MBA, Chair •Sandra L. Fenwick •Catherine A. Jacobson •Kenneth H. Paulus Qualifications •All members of the Quality of Care and Patient Safety Committee are independent			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


Executive committee

FY2024 Meetings: 6 Members •David B. Snow, Jr., Chair •J. Eric Evans •Kenneth H. Paulus •David L. Shedlarz •Mark Douglas Smith, M.D., MBA Qualifications •All members of the Executive Committee are independent			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.



			ENTERPRISE RISK MANAGEMENT PROGRAM
			To better anticipate, identify, prioritize and manage the key 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: •establish a consistent and systematic approach to identify, assess, mitigate, monitor, and report on key strategic, financial, legal, technology and operational enterprise-level risks in relation to our strategic objectives •confirm decisions are made within approved risk tolerance levels and with sufficient independent oversight to protect the organization’s profitability, assets, and reputation •establish a clear understanding of risk management roles and responsibilities •establish a framework that encourages innovation and assists management in making appropriate decisions •facilitate regular information sharing and collaboration between key risk assessing and monitoring organizations via our Aligned Risk Council (“ARC”) •validate the risk profile is maintained to depict current risks to each area of business operations •confirm risk owners have an up-to-date and accurate understanding of the material risks relevant to their areas of responsibility, as well as the strategies and controls in place to mitigate these risks •support the maximization of the value from our assets, projects, and other business opportunities As part of our ERM program we established the ARC: •align risk functions, enabling optimal exchange of risk and control information through a formal collaborative model •leverage internal subject matter expertise to evaluate and rank key risks in preparation for final interactive management key risk ranking •evaluate thought leadership for emerging risk areas and their applicability to the Company The outputs from the ERM process are reviewed by management in an interactive key risk ranking session. These outputs assist management validation of the Company’s risk profile. This session 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



			Teladoc Health, Inc. Nominating and Corporate Governance Committee c/o Corporate Secretary 2 Manhattanville Road, Suite 203 Purchase, New York 10577



			Teladoc Health Board of Directors c/o Corporate Secretary 2 Manhattanville Road, Suite 203 Purchase, New York 10577


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			200,000


Name	Fees earned or paid in cash ($)	Stock awards(1) ($)	Total ($)
Karen L. Daniel	21,758	—	21,758
J. Eric Evans	66,099	199,997	266,096
Sandra L. Fenwick	55,000	199,997	254,997
Catherine A. Jacobson	58,022	199,997	258,019
Thomas G. McKinley	63,489	199,997	263,486
Kenneth H. Paulus	60,000	199,997	259,997
David L. Shedlarz	72,500	199,997	272,497
Mark Douglas Smith, M.D., MBA	60,000	199,997	259,997
David B. Snow, Jr.	107,500	199,997	307,497


Name	Stock options (#)	Stock awards (#)
Karen L. Daniel	—	—
J. Eric Evans	—	24,581
Sandra L. Fenwick	—	17,467
Catherine A. Jacobson	—	17,467
Thomas G. McKinley	—	17,467
Kenneth H. Paulus	14,647	17,467
David L. Shedlarz	4,082	17,467
Mark Douglas Smith, M.D., MBA	8,132	17,467
David B. Snow, Jr.	33,720	17,467



1	2	3	4
Attract and retain individuals of superior ability and managerial talent	Ensure compensation is aligned with our corporate strategies, business objectives and the long-term interests of stockholders	Deliver compensation in the form of equity to align with stockholder value creation (50% of target annual equity compensation is performance-based)	Promote teamwork while also recognizing the individual contributions each executive officer makes to our success


						Compensation element			Compensation objective

						ANNUAL BASE SALARY			Recognize performance of job responsibilities and attract and retain individuals with superior talent


						ANNUAL CASH BONUSES			Provide incentives to attain short-term financial and operational goals


						LONG-TERM INCENTIVE COMPENSATION			Promote the maximization of stockholder value through PSUs linked to clear growth drivers and the retention of key employees through the use of RSUs. Equity compensation aligns the interests of employees and stockholders



•AKAMAI TECHNOLOGIES, INC. •DOCUSIGN, INC. •DROPBOX, INC. •EURONET WORLDWIDE, INC. •EVOLENT HEALTH, INC.	•MAXIMUS INC. •MEDPACE, INC. •NUTANIX, INC. •OKTA, INC. •OPENTEXT CORPORATION	•PRIVIA HEALTH GROUP, INC. •RINGCENTRAL, INC. •SPLUNK INC. •TWILIO INC.


Name	2023 Base salary ($)	2024 Base salary ($)	Percentage increase
Charles Divita, III(1)	—	800,000	—
Mala Murthy(2)	520,000	530,000	1.9	%
Adam C. Vandervoort	450,000	470,000	4.4	%
Kelly Bliss(3)	440,000	453,200	3.0	%
Carlos Nueno(3)(4)	447,700	488,103	9.0	%
Jason Gorevic	777,000	800,000	3.0	%
Laizer Kornwasser	500,000	515,000	3.0	%
Michael Waters	470,000	485,000	3.2	%


Name	2025 Base salary ($)	Percentage increase
Charles Divita, III	800,000	—
Mala Murthy	550,000	3.8	%
Adam C. Vandervoort	500,000	6.4	%
Kelly Bliss	520,000	4.0	%
Carlos Nueno(1)	564,566	4.3	%


Name	Bonus target (% of base salary)
Charles Divita, III	100	%
Mala Murthy	75	%
Adam C. Vandervoort	55	%
Kelly Bliss	75	%
Carlos Nueno	75	%
Jason Gorevic	120	%
Laizer Kornwasser	100	%
Michael Waters	75	%


Metric ($ millions)	Threshold			Target			Maximum			2024 Performance			Achievement
Revenue		$	2,602		$	2,766		$	2,930		$	2,570	0%
Adjusted EBITDA (excluding bonus)(1)		$	390		$	462		$	538		$	337	0%
OKRs													66	%


Name	Bonus target (% of base salary)		2024 Cash bonus (% of target amount)		2024 Cash bonus ($)
Charles Divita, III(1)	100	%	100.0	%	448,087
Mala Murthy(2)	75	%	45.2	%	220,000
Adam C. Vandervoort	55	%	44.5	%	115,000
Kelly Bliss	75	%	50.7	%	190,000
Carlos Nueno(3)	75	%	100.0	%	410,878
Jason Gorevic(4)	120	%	43.5	%	108,690
Laizer Kornwasser(5)	100	%	—	%	—
Michael Waters(6)	75	%	43.5	%	158,231


PSUs ($ millions)	Threshold	Target	Maximum	Performance	Achievement
2023 Revenue PSUs	$2,725	$2,868	$3,011	$2,570	0	%