Teladoc Health Announces Executive Changes and New Board Member

TL;DR

TDOC's CMO is out, new director Yishai Horowitz is in, and exec comp details released.

AI Summary

Teladoc Health, Inc. announced on September 9, 2024, the departure of its Chief Medical Officer, Dr. David M. Schreiner, effective September 6, 2024. The company also announced the appointment of Ms. Yishai Horowitz as a new independent director to its Board of Directors, effective September 9, 2024. Additionally, the company disclosed compensatory arrangements for its executive officers.

Why It Matters

Changes in key executive roles and board composition can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Executive departures and board changes, while common, can introduce uncertainty regarding leadership stability and strategic direction.

Key Players & Entities

• Teladoc Health, Inc. (company) — Registrant
• Dr. David M. Schreiner (person) — Chief Medical Officer
• September 6, 2024 (date) — Effective date of Dr. Schreiner's departure
• Yishai Horowitz (person) — New independent director
• September 9, 2024 (date) — Effective date of Ms. Horowitz's appointment

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share TDOC The New York Stock Excha
• $375,000 — ovides for (i) an annual base salary of $375,000, (ii) a sign-on bonus in the amount of
• $100,000 — , (ii) a sign-on bonus in the amount of $100,000, (iii) eligibility to receive an annual
• $150,000 — th a guaranteed bonus for 2024 equal to $150,000, and (iv) a new-hire incentive equity a

Filing Documents

• tdoc-20240909.htm (8-K) — 26KB
• 0001477449-24-000200.txt ( ) — 150KB
• tdoc-20240909.xsd (EX-101.SCH) — 2KB
• tdoc-20240909_lab.xml (EX-101.LAB) — 22KB
• tdoc-20240909_pre.xml (EX-101.PRE) — 13KB
• tdoc-20240909_htm.xml (XML) — 3KB

From the Filing

tdoc-20240909 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________________ FORM 8-K ___________________________________ CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 9, 2024 ___________________________________ Teladoc Health, Inc. (Exact name of registrant as specified in its charter) ___________________________________ Delaware (State or other jurisdiction of incorporation) 001-37477 (Commission File Number) 04-3705970 (I.R.S. Employer Identification No.) 2 Manhattanville Road Suite 203 Purchase , NY 10577 (Address of principal executive offices and zip code) ( 203 ) 635-2002 (Registrant's telephone number, including area code) ___________________________________ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common stock, par value $0.001 per share TDOC The New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Effective September 9, 2024, Joseph Catapano joined Teladoc Health, Inc. (the "Company") as its Senior Vice President and Chief Accounting Officer. Mr. Catapano, age 56, previously served as Vice President, Chief Accounting Officer of Pitney Bowes Inc. from August 2017 to September 2024. In this role, he served as the Company's principal accounting officer. He served as Interim Chief Financial Officer from November 2020 to February 2021 and as Vice President and Controller of Pitney Bowes from 2008 until 2017. Prior to 2008, Mr. Catapano served as Vice President of Finance for Pitney Bowes' mailing businesses in the U.S., Canada and South America and also served in positions of increasing responsibility in the Corporate Controller's group since joining Pitney Bowes in 1997. Prior to joining Pitney Bowes, Mr. Catapano held finance positions with PepsiCo Inc. and was an Audit Manager with KPMG Peat Marwick where he spent six years serving multinational companies. He is a Certified Public Accountant in the state of Connecticut. He holds a BS in Financial Accounting from the University of New Haven and a certificate in Executive Education from the Darden School of Business at the University of Virginia. There are no arrangements or understandings between Mr. Catapano and any other person pursuant to which he was selected as an officer. There are no family relationships between Mr. Catapano and any director or officer of the Company or any other related-party transaction of the Company involving Mr. Catapano that would require disclosure under Item 404(a) of Regulation S-K. In connection with his commencement of employment with the Company, Mr. Catapano and the Company entered into an executive employment agreement that provides for (i) an annual base salary of $375,000, (ii) a sign-on bonus in the amount of $100,000, (iii) eligibility to receive an annual bonus targeted at 40% of his annual base salary, with a guaranteed bonus for 2024 equal to $150,000, and (iv) a new-hire incentive equity award of 25,000 restricted stock units. One-third of the restricted stock units to be issued to Mr. Catapano are expected to vest on the first anniversary of the grant date, with the remainder vesting in eight substantially equal quarterly installments beginning on the 15-month anniversary of the grant date, subject to Mr. Catapano's continued service on the applicable vesting date. Mr. Catapano will be eligible for payments and benefits in connection with a qualifying termination of employment pursuant to the terms of the Company's Level 13 Severance Plan (formerly the Senior Leader Severance Plan) as previously described in the Company's Current Report

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