Teladoc Health Inc

This summary contains highlights about Teladoc Health, Inc. (“Teladoc Health,” the “Company” or “we”) and its upcoming 2024 Annual Meeting of Stockholders (the “Annual Meeting”). This summary does not contain all of the information that you should consider in advance of the meeting, and we encourage you to read the entire proxy statement carefully before voting.

2024 Annual meeting

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2023 Performance and company highlights

Executing our 2023 priorities:

(1)For a full reconciliation of (i) net loss, the most directly comparable GAAP financial measure, to adjusted EBITDA and (ii) net cash provided by operating activities, the most directly comparable GAAP financial measure, to free cash flow, please see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Consolidated Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

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Human capital management and diversity, equity and inclusion

At Teladoc Health, we live our values as a company through policies, governance, and deliberate investment in operating responsibly and sustainably. We are committed to making a positive impact in society and, perhaps even more importantly, to encourage others of like mind and spirit to join us in this critical work.

To fulfill our mission, we are focused on building a great company that becomes a global destination for amazing talent who want to build their careers, develop their capabilities, and grow both professionally and personally. We design a range of programs and initiatives to:

•nurture talent

•encourage curiosity and innovation

•make room for diverse voices and perspectives

•increase engagement and connectiveness

•mentor leaders for future roles

We build a range of total reward programs that support employees through fair, equitable, and competitive pay and benefits, and we invest in technology, tools and resources to transform and increase the quality of work.

We continue to look for ways to expand a range of programs and initiatives that are focused to attract, develop and retain our workforce—including a focused engagement through diversity, equity, and inclusion (“DEI”). We have enhanced our talent efforts in recent years to include:

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Building stronger, healthier communities

We aim to do more than improve the healthcare experience. From our boots-on-the-ground efforts to our reform-on-the-Hill initiatives, we also strive to enhance the lives of the people and communities we serve.

In the aftermath of a natural disaster, urgent care and doctors’ offices can be slow to reopen due to power outages or damages. This year, we enabled free visits for communities recovering from natural disasters all across the U.S., helping families get access to necessary prescriptions and care. In addition, BetterHelp’s social good program enabled thousands of hours of free therapy for communities in need—from Ukraine to the Middle East.

In 2023, we completed disaster missions to support relief in eight states reeling from hurricanes and other natural events.

Wildfiresin Hawaii

Mudslidesin California

Tornadosin Arkansas, Mississippiand Tennessee

Hurricane Idaliain Florida, Georgia and South Carolina

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Health equity

Our commitment to health equity is central to our mission of empowering all people everywhere to achieve their healthiest lives. We continue to make targeted investments to advance health equity by capturing and leveraging actionable data, designing for equity in our products and services, supporting the social drivers of health, and contributing to the industry's collective progress in this area via partnerships and collaboration.

As health equity increasingly becomes a regulatory and market differentiating reality for our Clients, Teladoc Health remains well positioned to meet the diverse needs, preferences, and circumstances of those whom we collectively serve. Our size, scale, and quality infrastructure enable us to continually assess and improve our services in order to deliver equitable access, experiences, and outcomes for all.

Corporate governance highlights

Corporate Governance Best Practices

Annual election of directors

2 of our director nominees are women

1 of our director nominees is ethnically/racially diverse

All of our director nominees are independent

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 2023 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

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Board of directors overview

Director nominees

(1)Mr. Evans is expected to serve as Chair of the Compensation Committee and as a member of the Audit Committee and the Executive Committee following the Annual Meeting.

(2)Ms. Jacobson is also expected to serve as a member of the Quality of Care and Patient Safety Committee following the Annual Meeting.

(3)Mr. McKinley is expected to continue to serve as a member of the Compensation Committee and to serve as a member of the Audit Committee following the Annual Meeting. He is expected to leave the Executive Committee concurrently with Mr. Evan’s appointment as Chair of the Compensation Committee.

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Board attributes

Our director nominees compose a well-balanced, diverse Board of Directors (the “Board”).

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Board refreshment

Three of our independent director nominees have joined our Board since 2020, representing 38% of our director nominees.

Key director skills and experience

This table summarizes the key skills, attributes and experiences of each of our director nominees that are most relevant to their board service. The fact that a specific area of focus or experience is not designated does not mean the director nominee does not possess that attribute or expertise.

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Executive compensation highlights

Our Compensation Committee has designed our executive compensation program in alignment with our key strategic priorities and commitment to aligning executive pay with corporate performance and stockholder interests. Accordingly, long-term incentives in the form of stock awards make up the significant majority of our named executive officers’ total target compensation such that their pay outcomes are directly linked to our stockholders’ experience.

Total 2023 target compensation mix

CEO

Average of other NEOs

Consideration of say-on-pay advisory vote