Derek Ross
About Derek Ross
Derek Ross is an independent Class I director of Amwell (AMWL), age 53 as of March 31, 2025, and has served on the Board since 2018. He is an accomplished healthcare executive with 25+ years of healthcare and financial experience, including a 21-year career at Philips where he led hardware, software, and services businesses (Aging & Caregiving/Senior Living; Global Population Health Management) and previously led finance organizations for Healthcare Informatics and Population Health Management. He holds a BA in Business Studies from Babson College and an MBA from Babson’s F.W. Olin Graduate School of Business. The Board classifies him as independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Philips | Leader, Aging & Caregiving/Senior Living businesses | Part of 21-year Philips career (years not individually disclosed) | Senior leadership across healthcare hardware, software, services |
| Philips | Leader, Global Population Health Management business group | Part of 21-year Philips career | Led PHM strategy/operations |
| Philips | Finance leader, Healthcare Informatics and Population Health Management | Part of 21-year Philips career | Financial leadership for health tech business groups |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Ross |
Board Governance
- Committee assignments: Member, Audit Committee. Not a member of Compensation or Nominating & Corporate Governance Committees.
- Audit Committee financial expert: The Board designated Ross (along with two others) as an “audit committee financial expert” under Item 407(d)(5)(ii) of Regulation S-K.
- Independence: Board determined Ross is independent under NYSE rules.
- Attendance and engagement: In 2024, the Board met 10 times; Audit Committee met 6 times; each director attended at least 75% of aggregate Board/committee meetings during their service. All directors attended the 2024 annual meeting.
- Board leadership/structure: CEO also serves as Chairman; the Board has no Lead Independent Director; independent directors meet in regular executive sessions with a rotating presiding director.
- Audit Committee roster (2025 proxy): Stephen Schlegel (Chair), Derek Ross, Rivka Goldwasser, Rob Webb.
Fixed Compensation (Non-Employee Director – FY2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Ross’s “Fees Earned or Paid in Cash” in 2024 |
| Committee chair fee (if applicable) | $0 | Only committee chairs receive $5,000; Ross is not a chair |
Policy reference:
- Standard director compensation policy: annual cash retainer $75,000; initial RSUs $400,000 (3-year annual vest); annual RSUs $200,000 (vests at earlier of day before next annual meeting or 1-year).
Performance Compensation (Non-Employee Director – FY2024)
| Award Type | Grant-Date Fair Value (FY2024) | Vesting Schedule | Outstanding at 12/31/2024 |
|---|---|---|---|
| RSUs (annual grant) | $214,241 | Annual RSUs vest on earlier of the day before next annual meeting or first anniversary of grant; initial RSUs vest in equal annual installments over 3 years | 27,188 unvested stock awards |
Notes:
- Non-employee directors did not receive options in 2024; Ross had no options outstanding.
- The company may adjust equity vehicle mix under the 2020 Equity Plan; values determined using closing price on grant date.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Ross |
| Committee roles at other public companies | Not disclosed |
| Interlocks with competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- Health technology/healthcare operational expertise; strategy & M&A experience.
- Technology & cybersecurity; accounting and financial reporting competencies (supports Audit Committee work).
- Audit Committee financial expert designation.
Equity Ownership
| Measure | Value | As-of/Notes |
|---|---|---|
| Beneficial ownership (shares) | 8,602 | As of March 31, 2025 |
| Percent of shares outstanding | 0.0% | As of March 31, 2025 |
| Unvested RSUs outstanding | 27,188 | As of December 31, 2024 |
| Options (exercisable/unexercisable) | 0 | As of December 31, 2024 |
| Stock ownership guideline | 5x annual cash retainer (5 years to comply) | RSUs count; options and unearned performance awards do not count |
| Anti-hedging/anti-pledging | Prohibited for directors | Insider Trading Policy/Anti-Hedging & Pledging |
Governance Assessment
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Strengths
- Financial oversight: Audit Committee member and designated financial expert; supports rigorous oversight of financial reporting, internal controls, and auditor independence.
- Relevant domain expertise: Deep health technology and finance background aligns with Amwell’s strategic and operational needs; Board skills matrix flags technology/cybersecurity and financial reporting skills for Ross.
- Alignment mechanisms: Equity-heavy director pay (2024: $214,241 RSUs vs. $75,000 cash) and 5x retainer ownership guideline encourage long-term alignment.
-
Risk considerations
- Board leadership governance: Combined CEO/Chair with no Lead Independent Director can dilute independent oversight; mitigated in part by executive sessions of independent directors.
- Related-party sensitivity at the company level: Disclosure of CEO’s son’s employment and compensation underscores the importance of robust related-party oversight by the Audit Committee (where Ross serves).
- Ownership alignment for directors: Ross’s reported beneficial ownership is 8,602 shares (0.0% of outstanding), with 27,188 unvested RSUs; guideline compliance status is not disclosed at the individual level.
-
Attendance and engagement
- The Board reports each director met at least the 75% attendance threshold in 2024; all directors attended the 2024 annual meeting, indicating baseline engagement.
-
Compensation structure signals
- Director compensation policy is standardized and market-referenced (Aon consultant), with modest cash and equity-biased mix; no options, no special perquisites for directors disclosed.
-
Policies reducing alignment risk
- Anti-hedging and anti-pledging policies for directors; clawback applies to executive compensation (committee oversight).
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RED FLAGS to monitor
- Combined Chair/CEO with no Lead Independent Director.
- Ongoing related-party sensitivities at the company level require vigilant Audit Committee oversight.