Teladoc Health Inc
For the period ended Dec 31, 2024. Filed Apr 8, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2024 · Filed Apr 8, 2025
Contents
Proxy summary
This summary contains highlights about Teladoc Health, Inc. (“Teladoc Health,” the “Company” or “we”) and its upcoming 2025 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.
2025 Annual meeting
| When | Virtual meeting | Record date | |||
| Thursday, May 22, 20252:00 p.m. EDT | www.virtualshareholdermeeting.com/TDOC2025 | March 27, 2025 |
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| Voting matters · Boardrecommendations · 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 |
| 2025 Proxy Statement | Teladoc Health | 1 |
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Proxy summary
2024 Performance and company highlights
Executing our 2024 priorities:
| $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 |
(1)For a full reconciliation of net loss, the most directly comparable GAAP financial measure, to adjusted EBITDA, please see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
| 2 | Teladoc Health | 2025 Proxy Statement |
Proxy summary
Corporate governance highlights
Corporate Governance Best Practices
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
| 2025 Proxy Statement | Teladoc Health | 3 |
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Proxy summary
Board of directors overview
Director nominees
| Director nominee and principal occupation · Age · Director since · Independent · Current committee membership | ||||||||
|---|---|---|---|---|---|---|---|---|
| AC · CC · NCGC · QCPSC · EC | ||||||||
| Charles Divita, IIIChief Executive Officer, Teladoc Health | 55 | 2024 | ||||||
| J. Eric EvansChief Executive Officer, Surgery Partners | 48 | 2023 | ||||||
| Sandra L. FenwickRetired Chief Executive Officer, Boston Children’s Hospital | 74 | 2020 | ||||||
| Catherine A. JacobsonRetired Chief Executive Officer, Froedtert ThedaCare Health | 61 | 2020 | ||||||
| Thomas G. McKinleyGeneral Partner,Cardinal Partners | 73 | 2009 | ||||||
| Kenneth H. PaulusRetired President and Chief Executive Officer, Prime Therapeutics | 65 | 2017 | ||||||
| David L. ShedlarzRetired Vice Chairman, Executive Vice President and CFO, Pfizer | 76 | 2016 | ||||||
| Mark Douglas Smith, M.D., MBAClinical 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 | ||
| Committee chair | Committee member | A | Audit committee financial expert | ||
| AC | Audit | NCGC | Nominating & corporate governance | EC | Executive |
|---|---|---|---|---|---|
| CC | Compensation | QCPSC | Quality of care & patient safety | ||
| 4 | Teladoc Health | 2025 Proxy Statement |
Proxy summary
Board attributes
Our director nominees compose a well-balanced Board of Directors (the “Board”).
| Independence | Tenure | ||
|---|---|---|---|
| 89%Independent | 7yearsAverage tenure |
| Age | |
| 66yearsAverage age |
| 2025 Proxy Statement | Teladoc Health | 5 |
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Proxy summary
Board refreshment
Three of our independent director nominees have joined our Board since 2020, representing 37.5% of our independent director nominees.
| 2020 | 2023 | |
| Sandra L. Fenwick | Catherine A. Jacobson | J. Eric Evans |
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.
| 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% |
| 6 | Teladoc Health | 2025 Proxy Statement |
Proxy summary
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 2024 target compensation mix
CEO(1)
Average of other NEOs(2)
(1)Reflects compensation of our current CEO, Mr. Divita, who was appointed on June 10, 2024.
(2)Excludes additional compensation paid to Ms. Murthy for her service as acting CEO.
Consideration of say-on-pay advisory vote
| •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 YEARS2022 – 91.6%2023 – 81.9%2024 – 95.9% |
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| 2025 Proxy Statement | Teladoc Health | 7 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.