Deborah Jackson
About Deborah Jackson
Deborah Jackson is an independent director of Amwell (AMWL), serving since 2020; she is Class I and age 73 as of March 31, 2025 . Her background spans healthcare leadership and academia: President of Cambridge College (2011–2023) and CEO of the American Red Cross of Eastern Massachusetts (2002–2011), preceded by senior roles at the Boston Foundation, Boston Children’s Hospital, and Abt Associates (Deputy Director, Healthcare & Income Security Group) . She holds a BA from Northeastern University and a Master’s in City Planning from MIT; she has honorary doctorates from Curry College and Merrimack Valley College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cambridge College | President | 2011–2023 | Led an academic institution; governance and policy exposure |
| American Red Cross of Eastern Massachusetts | Chief Executive Officer | 2002–2011 | Crisis management, operations, stakeholder engagement |
| Boston Foundation | Vice President | Not disclosed | Philanthropy and community health focus |
| Boston Children’s Hospital | Senior Vice President | Not disclosed | Health system operations and administration |
| Abt Associates | Deputy Director, Healthcare & Income Security Group | Early-career decade | Research and consulting in healthcare policy/programs |
External Roles
| Organization | Role | Public/Private | Tenure |
|---|---|---|---|
| Eastern Bankshares, Inc. | Lead Director | Public | Current |
| Eastern Bank Charitable Foundation | Board Member | Non-profit | Current |
| John Hancock Investments | Board Member | Private/Asset Mgmt | Current |
| Massachusetts Women’s Forum | Board Member | Non-profit | Current |
| Harvard Pilgrim Health Care | Board of Directors | Private/Healthcare | Prior (dates not disclosed) |
| Group Insurance Commission (MA) | Commission Member | Government | Prior (dates not disclosed) |
| Mayor’s Task Force on Healthcare Disparities | Co-Chair | Government/Advisory | Prior (dates not disclosed) |
| National Association of Corporate Directors | Member/Board-related | Association | Prior (dates not disclosed) |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee; not on Audit or Compensation; not a chair .
- Independence: Determined “independent” under NYSE rules by the Board .
- Attendance and engagement: Board met 10x in 2024; Audit 6x; Compensation 6x; Nominating 2x; each director attended ≥75% of their Board and committee meetings; all directors attended the 2024 annual meeting .
- Board leadership: Amwell is a “controlled company”; Board does not have a lead independent director; Dr. Ido Schoenberg serves as Chair and CEO, while the Board maintains committees composed entirely of independent directors and does not rely on controlled-company exemptions .
- Executive sessions: Non‑employee directors meet in regularly scheduled executive sessions, typically after Board meetings .
| Attribute | Detail |
|---|---|
| Age | 73 (as of March 31, 2025) |
| Director Since | 2020 |
| Class | Class I (term to 2027 annual meeting) |
| Committee Memberships | Nominating & Corporate Governance – Member |
| Chair Roles | None |
| Independence | Independent (NYSE) |
| Attendance | Met ≥75% threshold in 2024; attended annual meeting |
| Lead Independent Director | Company does not have one |
Fixed Compensation
| Component | Policy | Deborah Jackson (FY2024) |
|---|---|---|
| Annual Cash Retainer | $75,000 (paid quarterly in arrears) | $75,000 |
| Committee Chair Fee | $5,000 (per committee chair, paid annually in advance) | $0 (not a chair) |
| Meeting Fees | Not disclosed (no per‑meeting fees described) | Not disclosed |
Performance Compensation
- Equity structure: RSUs only; recent years show no stock options granted and none in 2024 .
- Initial equity grant at appointment: $400,000 RSUs; vest in equal annual installments over three years .
- Annual equity grant: $200,000 RSUs; vest on the earlier of (A) the day immediately preceding the next annual meeting or (B) first anniversary of grant .
- Anti‑hedging/pledging: Directors are prohibited from hedging or pledging Company securities .
| Metric | FY2024 Figure | Notes |
|---|---|---|
| Stock Awards (Grant Date Fair Value) | $214,241 | Annual RSU grant valuation; ASC 718 methodology |
| Unvested Stock Awards Outstanding (12/31/2024) | 27,188 RSUs | Time‑based RSUs |
| Stock Options Outstanding | 0 (none listed) | No options granted in recent years |
| Vesting Terms – Annual RSUs | Vest by next annual meeting or 1‑year anniversary | Time‑based vesting |
No director performance‑based metrics (e.g., revenue/EBITDA/TSR targets) are disclosed for director compensation; director equity awards are time‑based RSUs, not PSUs/options .
Other Directorships & Interlocks
| Company/Entity | Relationship to AMWL | Potential Interlock/Conflict |
|---|---|---|
| Eastern Bankshares, Inc. (Public) | Banking; no disclosed commercial ties to Amwell | No related‑party transactions disclosed involving Jackson; policy requires review >$120k |
| John Hancock Investments | Asset management; no disclosed ties | No related‑party transactions disclosed involving Jackson |
| Eastern Bank Charitable Foundation; MA Women’s Forum; Harvard Pilgrim Health Care (prior) | Non‑profit/healthcare | No specific transactions disclosed with Amwell involving Jackson |
- Related‑party policy and disclosure: The Audit Committee reviews and approves related‑party transactions >$120,000; other than noted items (e.g., telehealth services with Cleveland Clinic), there were no transactions since Jan 1, 2023 involving directors requiring disclosure beyond compensation .
Expertise & Qualifications
- Board Skills Matrix indicates Jackson’s competencies include Healthcare & Medical Operational Expertise, Academics & Research, Corporate Governance, Strategy & M&A, and Independence .
- Education: BA (Northeastern); Master’s in City Planning (MIT); honorary doctorates (Curry College; Merrimack Valley College) .
Equity Ownership
| Item | Figure | Source/Notes |
|---|---|---|
| Beneficial Ownership (as of 3/31/2025) | 5,245 shares; <1% of Class A | Based on SEC definition including shares vesting within 60 days |
| Class A Shares Outstanding (for % calc) | 14,137,621 Class A shares | Company share counts |
| Ownership as % of Class A Outstanding | ~0.037% (5,245 / 14,137,621) | Derived from disclosed figures |
| Unvested RSUs (12/31/2024) | 27,188 | Time‑based RSUs |
| Stock Options | 0 | No options outstanding |
| Stock Ownership Guidelines (Directors) | 5x annual cash retainer; 5‑year compliance window; RSUs count, options don’t | Measured annually on Dec 31 |
| Hedging/Pledging | Prohibited for directors | Alignment safeguard |
Governance Assessment
- Independence and committee role: Jackson is independent under NYSE rules and serves on Nominating & Corporate Governance, supporting board oversight of ESG, governance guidelines, director evaluations, and compensation evaluation for directors .
- Engagement: Met the ≥75% attendance threshold and attended the 2024 annual meeting, indicating baseline engagement; Board and committees met frequently (10/6/6/2) .
- Compensation mix and alignment: Director pay emphasizes equity via RSUs ($214,241 in 2024 vs. $75,000 cash), which vests time‑based and is supported by 5x retainer ownership guidelines; anti‑hedging/pledging enhances alignment, though RSUs are not performance‑conditioned .
- Ownership: Beneficial ownership remains small (~0.037% of Class A), but unvested RSUs (27,188) constitute significant unvested alignment; compliance against 5x guidelines is measured annually, but individual compliance status is not disclosed .
- Conflicts/related parties: No related‑party transactions disclosed involving Jackson; robust Audit Committee review policy exists; notable company relationships (e.g., Cleveland Clinic) are disclosed separately without director involvement .
- Board structure risk: Absence of a lead independent director at a controlled company is a governance risk signal; however, all committees are independent and the company states it does not rely on controlled‑company exemptions, partially mitigating the risk .
Red Flags and Watch Items
- No lead independent director despite controlled‑company status—monitor for continuing strong committee independence and executive session efficacy .
- Director equity is time‑based RSUs with no disclosed performance metrics—alignment is present but not performance‑conditioned; monitor for any future introduction of PSUs or changes to equity design .
- Low direct ownership—keep watch on progress against the 5x retainer ownership guidelines; individual compliance not disclosed for directors .