Dan Zamansky
About Dan Zamansky
Dmitry (Dan) Zamansky, 41, is Amwell’s Chief Product & Technology Officer (since March 2025). He spent 11 years at Amazon, where he founded and led AWS Health AI and held senior roles in product management and platform engineering; he holds an MBA in Healthcare from UNC Chapel Hill and a BSc in Electrical Engineering from the Technion . Company context: 2024 revenue was $254.4M (down vs 2023), net loss improved to $(212.6)M, adjusted EBITDA was $(134.4)M, and year-end cash/short-term securities were ~$228.3M, shaping incentive priorities around growth and profitability . Say‑on‑pay support was ~98% in 2024, indicating broad shareholder backing of the overall pay framework .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Amazon (AWS) | Founder/Leader, AWS Health AI | ~2014–2025 (11 years at Amazon) | Built and scaled AWS Health AI to democratize AI for healthcare/life sciences; led platform services and AI initiatives |
| Amazon Web Services | Head of Product, Amazon ElastiCache | N/D (within tenure) | Drove product strategy for cloud in‑memory data store supporting performance and scale |
| Amazon Advertising | GM, Core Platform Services | N/D (within tenure) | Led core platform teams supporting scaled, multi‑tenant ad systems |
| Prior (Healthcare/Telecom) | Business/Technical positions | N/D | Cross‑industry product/engineering experience supporting platform execution |
External Roles
No public company board or external governance roles disclosed for Zamansky in company filings .
Fixed Compensation
- Base salary and target bonus for Zamansky have not been disclosed in AMWL’s 2025 proxy or 8‑K filings reviewed to date. The 2025 proxy lists him as an executive officer but does not include him among 2024 NEOs, so no cash compensation details were reported for him for 2024 .
Performance Compensation
- Performance cash bonus metrics for Zamansky were not disclosed. Company-wide 2024 AIP metrics (for NEOs) focused on Revenue (50% weight), Core Subscription Bookings (25%), and DHA Bookings (25%); corporate funding achievement was 35% for 2024, but this applies to NEOs evaluated in 2024, not Zamansky (who joined in 2025) .
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Class A Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Dmitry (Dan) Zamansky | 2,472 | <1% |
- Stock ownership guidelines: “Other Executive Officers” must hold stock equal to 1x base salary (5‑year compliance window from hire/promotion). Company reports all current executive officers are in compliance or on track within the five‑year window .
- Hedging/pledging: Company prohibits hedging and pledging by directors and employees (reduces misalignment/forced-selling risk) .
- Clawback: Dodd‑Frank compliant clawback policy adopted; applies to executive officers and incentive‑based compensation tied to financial reporting measures .
New‑Hire Inducement Equity (Material to near‑term vesting/supply)
| Grant Type | Grant Date | Shares | Vesting Schedule | Termination/CIC Treatment |
|---|---|---|---|---|
| RSUs (Inducement Plan) | Mar 3, 2025 | 220,844 | 25% on six‑month anniversary of grant; remaining 75% vests in equal pro‑rata increments every 3 months thereafter; fully vested on first day of the month following 4‑year anniversary | If terminated without cause or resigns for good reason: vests the portion that would have vested through first anniversary of termination; if involuntary termination occurs one month before or within 24 months post‑CIC: full acceleration at termination . |
- Practical vesting timeline: Initial 25% cliff around Sep 3, 2025; subsequent equal quarterly vesting beginning approximately Jan 1, 2026 through approximately Apr 1, 2029 (exact share counts per tranche subject to plan rounding) .
- Insider selling pressure view: The 6‑month initial cliff (~25% of grant) introduces a potential window for Form 4 activity around September 2025; however, hedging/pledging are prohibited, and any sales would be subject to trading windows and insider policies .
Employment Terms
| Item | Disclosed Details |
|---|---|
| Start Date/Role | Effective March 2025; Chief Product & Technology Officer |
| Employment Agreement | Not filed publicly in reviewed documents; only inducement grant terms disclosed . |
| Severance/CoC Economics (specific to RSU grant) | Without cause/for good reason: RSUs vest as if employed through first anniversary of termination; Involuntary termination one month before/within 24 months post‑CIC: full vest of inducement RSUs . |
| Non‑compete/Non‑solicit | Not individually disclosed; company‑level examples for other execs show 12‑month post‑termination non‑compete/solicit as common, but no specific terms for Zamansky in filings reviewed—no inference made . |
| Insider Trading Policy | Formal policy in place; prohibits hedging/pledging; compliance with securities laws required . |
| Ownership Guidelines | 1x base salary for “Other Executive Officers,” five years to comply; status measured annually . |
| Clawback | Company maintains SEC/NYSE‑compliant clawback covering executive officers . |
Performance & Track Record
- Credentials: Built and led AWS Health AI; senior product leadership roles at AWS (ElastiCache) and Amazon Advertising core platforms; MBA (UNC), BSc EE (Technion) .
- Company performance context entering his tenure:
- Financials
Metric FY 2023 FY 2024 Revenue (USD) $259.0M $254.4M Net Loss (USD) $(679.2)M $(212.6)M Adjusted EBITDA (USD) N/D $(134.4)M (used for CEO LT cash goal) Cash & ST Securities (year‑end) N/D ~$228.3M
- Financials
- Strategic initiatives in 2024/2025: Converge platform scaling, DHA/Military Health System roll‑out, push for recurring revenue mix and efficiency to target positive cash flow in 2026 .
Compensation Structure Analysis
- Mix shift toward time‑based RSUs: Company used time‑based RSUs (vs PSUs) in 2024 to ensure retentive value amid stock declines; board intent is to re‑introduce PSUs tied to stock price performance once stock stabilizes—implicates potential future shift in Zamansky’s award mix toward performance equity .
- Governance guardrails: Strong anti‑hedging/pledging, ownership guidelines, and clawback reduce misalignment risk .
- Share pool stewardship: Company highlighted equity pool prudence and use of Inducement Plan (under NYSE 303A.08) for new‑hire grants like Zamansky’s .
Equity Ownership & Alignment
| Aspect | Detail |
|---|---|
| Beneficial Ownership | 2,472 Class A shares (<1%) |
| Unvested Awards | 220,844 inducement RSUs (time‑based, with acceleration protections) |
| Ownership Guidelines | 1x salary requirement over 5 years; executives reported in compliance or on track |
| Hedging/Pledging | Prohibited by policy |
Employment Terms (Contracts, Severance, CoC)
| Topic | Detail |
|---|---|
| Severance (general) | Not disclosed for Zamansky; only inducement RSU acceleration is specified . |
| Change‑of‑Control | Double‑trigger acceleration for inducement RSUs if involuntary termination occurs one month before or within 24 months after a CIC . |
| Clawback | Applies to executive officers for incentive‑based comp tied to financial reporting measures . |
| Non‑Compete/Non‑Solicit | Not disclosed for Zamansky; other exec agreements show 12‑month norms, but no assertion here . |
Risk Indicators & Red Flags
- Equity overhang/vesting pressure: 25% of inducement RSUs vest at 6 months, then quarterly through 2029; watch Form 4 activity around vest dates; mitigated by anti‑pledging/hedging .
- Performance linkage: Current Zamansky grant is time‑based, not performance‑based; board states intent to re‑introduce PSUs upon stabilization—watch 2026 proxy for mix shift .
- Company financial trajectory: Revenue decline in 2024 vs 2023 and negative adjusted EBITDA heighten execution risk for product/AI roadmap to drive subscription mix and DHA delivery .
Investment Implications
- Retention and alignment: A sizable, front‑loaded inducement RSU with double‑trigger CIC protection should help retain Zamansky through key product milestones; ownership policy and clawback further align incentives with shareholders .
- Near‑term trading dynamics: Initial 6‑month cliff (25%) in Sep 2025 may introduce potential supply; monitor 10b5‑1 plans and Form 4s, though hedging/pledging are prohibited and sales remain policy‑constrained .
- Performance orientation watch‑list: Expect scrutiny of future awards for PSU re‑introduction consistent with board guidance; stronger performance linkage would be a positive signal if tied to revenue growth, subscription bookings, and profitability milestones .
- Execution upside: Zamansky’s AI/platform pedigree (AWS Health AI, ElastiCache, core platform services) is well‑matched to Amwell’s platform goals; successful product integration and margin expansion could improve the pay‑for‑performance narrative as the company targets positive cash flow in 2026 .
Sources: AMWL 2025 DEF 14A (Apr 23, 2025) ; AMWL Form 8‑K (Mar 3, 2025) including Exhibit 99.1 press release ; AMWL press release (Mar 3, 2025) inducement RSU terms .