American Well Corp. Appoints New Chief Medical Officer
Ticker: AMWL · Form: 8-K · Filed: Jun 13, 2024 · CIK: 1393584
Sentiment: neutral
Topics: executive-change, board-change, personnel
Related Tickers: AMWL
TL;DR
AMWL names new CMO, Dr. Schneider, Dr. Schoenberg out. Board changes too.
AI Summary
On June 13, 2024, American Well Corp. announced the appointment of Dr. Jennifer Schneider as Chief Medical Officer and the departure of Dr. Roy Schoenberg from the same role. Dr. Schneider's appointment is effective immediately, and she will also serve as a member of the company's executive leadership team. The filing also notes the election of new directors and changes to compensatory arrangements.
Why It Matters
This leadership change in a key medical role could signal a shift in the company's strategic direction or focus on specific medical initiatives.
Risk Assessment
Risk Level: medium — Changes in key executive positions and board composition can introduce uncertainty regarding future strategy and performance.
Key Players & Entities
- American Well Corp. (company) — Registrant
- Dr. Jennifer Schneider (person) — Appointed Chief Medical Officer
- Dr. Roy Schoenberg (person) — Departed Chief Medical Officer
- June 13, 2024 (date) — Date of Report
FAQ
What is the effective date of Dr. Jennifer Schneider's appointment as Chief Medical Officer?
Dr. Jennifer Schneider's appointment as Chief Medical Officer is effective immediately as of June 13, 2024.
What is the reason for Dr. Roy Schoenberg's departure as Chief Medical Officer?
The filing states Dr. Roy Schoenberg's departure from the role of Chief Medical Officer but does not provide a specific reason.
Besides the CMO change, what other significant events are reported in this 8-K?
The filing also reports the election of directors and changes to compensatory arrangements of certain officers.
What is American Well Corp.'s principal executive office address?
American Well Corp.'s principal executive office is located at 75 State Street, 26th Floor, Boston, Massachusetts 02109.
When was American Well Corp. incorporated?
American Well Corp. was incorporated in Delaware.
Filing Stats: 951 words · 4 min read · ~3 pages · Grade level 12.7 · Accepted 2024-06-13 17:19:11
Key Financial Figures
- $0.01 — hich registered Class A Common Stock, $0.01 Par Value AMWL New York Stock Excha
- $325,000 — ) will receive an annual base salary of $325,000 (which may increase so that this salary
- $1,950,000 — ll receive transition benefits equal to $1,950,000 that fully satisfy any potential severa
Filing Documents
- amwl-20240613.htm (8-K) — 48KB
- amwl-ex10_1.htm (EX-10.1) — 70KB
- amwl-ex10_2.htm (EX-10.2) — 178KB
- amwl-ex99_1.htm (EX-99.1) — 24KB
- img267946692_0.jpg (GRAPHIC) — 6KB
- 0000950170-24-073146.txt ( ) — 488KB
- amwl-20240613.xsd (EX-101.SCH) — 24KB
- amwl-20240613_htm.xml (XML) — 5KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement. The information set forth under Item 5.02 below is incorporated in its entirety herein by reference. The Company's Press Release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Resignation of President & Co-Chief Executive Officer Dr. Roy Schoenberg resigned as the President & Co-Chief Executive Officer of American Well Corporation (the "Company"), effective June 13, 2024. Dr. Schoenberg's decision to resign was related to his appointment as our Executive Vice Chairman as described below and did not involve any disagreement with the Company on any matter relating to the Company's operations, policies or practices. Appointment of Executive Vice Chairman On June 13, 2024, the Company entered into both a Transition Agreement (the "Transition Agreement") and an Amended and Restated Employment Agreement (the "Employment Agreement") with Dr. Schoenberg to become the Company's Executive Vice Chairman, effective immediately. Pursuant to the Transition Agreement, Dr. Schoenberg (i) will receive an annual base salary of $325,000 (which may increase so that this salary is maintained at a level equal to 50% of the Company's Chief Executive Officer), (ii) will be eligible for an annual target bonus of 150% of his annual base salary; and (iii) will receive transition benefits equal to $1,950,000 that fully satisfy any potential severance obligations and the full acceleration of all of his outstanding equity awards (except for those awards subject to the Performance Stock Unit Agreement, dated May 11, 2022 ("PSUs")). The Employment Agreement provides that if Dr. Schoenberg's employment as Executive Vice Chairman is involuntarily terminated (terminated without Cause (as defined in the Employment Agreement) or with Good Rea
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The following exhibit is being filed herewith: 10.1 Transition Agreement between American Well Corporation and Dr. Roy Schoenberg, dated June 13, 2024 10.2 Amended and Restated Employment Agreement between American Well Corporation and Dr. Roy Schoenberg, dated June 13, 2024 99.1 Press Release, dated June 13, 2024, issued by American Well Corporation. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AMERICAN WELL CORPORATION Date: June 13, 2024 By: /s/ Bradford Gay Bradford Gay Senior Vice President, General Counsel