Ido Schoenberg
About Ido Schoenberg
Ido Schoenberg, MD (age 60) is Chairman and Chief Executive Officer of Amwell; he has served on the Board since 2006, was Chairman and co-CEO since 2007, and became sole CEO in June 2024 . He holds an MD from the Sackler School of Medicine . Under his leadership in 2024, Amwell reported revenue of $254.4M, gross margin of 39%, net loss of $212.6M, and ended the year with $228.3M in cash and short-term securities; total visits were ~5.9M, with subscription revenue of $115.5M and AMG visit revenue of $116.5M . The Compensation Committee certified adjusted EBITDA of $(134.4)M for 2024, which funded the CEO’s 2024 cash LTIP tranche; management targets positive cash flow in 2026 and highlights the Military Health System rollout with Leidos as a key growth initiative .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| iMDSoft | Co‑founder; later Chairman of Scientific Advisory Board | 1996; chair role prior to 2007 (not dated) | Built leading enterprise software for critical care; multi‑national installed base |
| CareKey, Inc. | Chief Executive Officer | 2001–2005 (acquired Dec 2005) | Led through acquisition by TriZetto |
| TriZetto | Chief Business Strategy Officer | 2005–Summer 2006 | Post‑acquisition strategy leadership |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| iMDSoft | Chairman, Scientific Advisory Board | Not specified | Ongoing product/science guidance (pre‑Amwell) |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 619,491 | 666,764 | 657,665 |
| Target Bonus (% of salary) | — | — | 150% |
| Annual Incentive Paid ($) | 740,610 | — | 341,250 |
| Cash LTIP Paid ($) | — | — | 1,000,000 (2024 tranche earned; paid Mar 3, 2025) |
| All Other Compensation ($) | 156,129 | 131,036 | 116,089 |
| Total Compensation ($) | 16,161,230 | 797,800 | 2,115,004 |
Notes:
- 2024 Cash LTIP structure: three $1M tranches payable in March 2025/2026/2027, contingent on annual goals and continued employment; 2024 tranche required adjusted EBITDA of $(140)M or better; achieved $(134.4)M .
Performance Compensation
- Annual incentive design (CEO): 150% of base salary target; payout based solely on corporate funding factors in 2024 (no separate personal factor) .
2024 corporate performance scorecard
| Metric | Weight | Threshold | Target | Maximum | Actual | Bonus Pool Funding |
|---|---|---|---|---|---|---|
| Revenue ($M) | 50% | 255.0 | 265.0 | 275.0 | 254.4 | — |
| Core Subscription Bookings ($M) | 25% | 5.0 | 25.0 | 33.0 | 6.6 | 7% |
| DHA Bookings ($M) | 25% | 5.0 | 43.0 | 55.0 | 18.8 | 11% |
| Committee Determination | — | — | — | — | Corporate Achievement | 35% |
Annual incentive payout (2024)
| Item | Value |
|---|---|
| Base Salary | $650,000 |
| Target (% of salary) | 150% |
| Corporate Achievement | 35% |
| Personal Factor | N/A (CEO aligned to corporate only) |
| Approved Payout | $341,250 |
Cash-based LTIP (approved Aug 2024)
| Tranche | Performance Year | Metric | Goal | Actual | Payout | Payment Date |
|---|---|---|---|---|---|---|
| 1 of 3 | 2024 | Adjusted EBITDA | ≤ $(140)M | $(134.4)M | $1,000,000 | Mar 3, 2025 |
Equity awards context
- No 2024 equity grant to the CEO; Board committed in 2022 not to grant additional equity to the co‑CEOs until after Feb 28, 2025 (performance period end of 2022 PSUs) .
- 2022 PSUs (market‑cap/stock‑price hurdles) remained outstanding through Feb 28, 2025; details in prior awards; peers forfeited similar 2022 PSUs in 2024 due to limited retentive value and to restore pool capacity .
Equity Ownership & Alignment
| Security | Beneficially Owned | % of Class | Voting Power Contribution | Notes |
|---|---|---|---|---|
| Class A Common | 64,250 | <1% (“*”) | — | — |
| Class B Common | 761,806 | 50.0% of Class B | 25.7% total voting power | Class B collectively holds 51% voting power; Ido and Roy vote together as a group |
| Class C Common | — | — | — | Class C non‑voting in director elections |
Alignment policies and status
- CEO ownership guideline: 6x base salary; executives are in compliance or on track within five years of Oct 2022 adoption .
- Anti‑hedging and anti‑pledging: hedging and pledging of company stock prohibited for directors and executives .
Employment Terms
Key contract terms (CEO; Employment Agreement dated June 18, 2020)
| Scenario (as modeled for Dec 31, 2024) | Cash Severance | Equity Acceleration | Health Benefits | Other Terms |
|---|---|---|---|---|
| Termination without Cause / Good Reason (not in CoC) | $5,925,000 | $860,550 | $178,450 | Pro‑rata bonus; outstanding retention tranches; continued vesting details per plan |
| Termination without Cause / Good Reason (in CoC) | $2,925,000 | $860,550 | $178,450 | Full acceleration if in connection with CoC; no excise tax gross‑ups |
| Death or Disability | $975,000 | $860,550 | — | Earned/unpaid prior bonus; pro‑rata bonus at target |
| Change in Control (no termination) | — | $860,550 | — | — |
Additional provisions
- Non‑compete: up to 24 months after termination without cause/for good reason (12 months otherwise); non‑solicit of customers/employees for 24 months; confidentiality and mutual non‑disparagement; COBRA premiums for up to 36 months in certain terminations .
- Corporate transaction protection: CEO equity accelerates if a defined corporate transaction results in a change in his organizational role .
- Clawback: SEC/NYSE‑compliant recoupment policy for incentive pay tied to financial reporting .
Board Governance
- Role and tenure: Chairman (Class III director; term through 2026) and CEO; Director since 2006 .
- Governance structure: Combined Chair/CEO; no Lead Independent Director; Board states 78% independent, 9 directors (22% women, 33% military veterans) .
- Controlled company: Drs. Ido and Roy Schoenberg collectively control 51% voting power via Class B; company does not rely on NYSE “controlled company” exemptions, and committees are composed entirely of independent directors .
- Committee roles: Ido serves as Board Chair; he is not listed as a member/chair of standing committees; Audit (Chair Schlegel), Compensation (Chair Schlegel), Nominating & Governance (Chair Goldwasser) .
- Attendance and executive sessions: All directors attended ≥75% of Board and committee meetings in 2024; independent directors meet in executive session regularly .
- Relationships/independence considerations: Ido and Roy are siblings; Ido is married to executive officer Phyllis Gotlib; son employed as VP Sales & Account Management ($209,152 2024 comp) .
Director Compensation
- Employee directors (including the CEO) receive no additional pay for board service .
Compensation Peer Group (used for 2024 decisions; updated 2025)
- 2024 peer set (examples; total 17): Teladoc (TDOC), Doximity (DOCS), Omnicell (OMCL), Progyny (PGNY), Definitive Healthcare (DH), Accolade (ACCD), Health Catalyst (HCAT), GoodRx (GDRX), Phreesia (PHR), Schrödinger (SDGR), LivePerson (LPSN), LifeStance (LFST), Trubridge/CPSI (CPSI), NextGen (NXGN), Sharecare (SHCR), Talkspace (TALK), Doximity (DOCS) .
- Independent consultant: Aon Human Capital Solutions supported peer development and market analysis; Committee retains full decision authority .
- 2025 updates: Removed acquired peers; CPSI renamed to Trubridge; otherwise consistent .
Say‑on‑Pay & Shareholder Feedback
- 2024 advisory vote approval: ~98% support .
- 2025 engagement: outreach to top 15 holders (~40% of shares); held calls with holders representing ~24% of shares; feedback included board refresh, equity usage, and dual‑class structure (sunset in 2027) .
Performance & Track Record (recent)
| Metric/Initiative | Detail |
|---|---|
| Military Health System rollout with Leidos | “Most significant growth initiative” underway |
| Platform strategy | Unified Converge platform for hybrid care; subscription and AMG visit revenue detail |
| 2024 financial outcomes | Revenue $254.4M; Gross margin 39%; Net loss $(212.6)M; Cash and ST securities $228.3M; ~5.9M total visits |
| Profitability focus | Adjusted EBITDA $(134.4)M in 2024 (LTIP target met); management aiming for positive cash flow in 2026 |
Equity Vesting, Hedging/Pledging, and Insider Selling Pressure
- Hedging/pledging prohibited for directors and executives, reducing margin‑call and derivative‑related selling risk .
- CEO received no 2024 equity grants; co‑CEO equity granting paused through Feb 28, 2025, moderating near‑term vest‑driven selling; 2024 compensation emphasized cash LTIP tied to adjusted EBITDA .
- Beneficial ownership concentrated in Class B voting stock, with group voting agreement with Roy Schoenberg; Ido’s voting power ~25.7% .
Related Party Transactions and Controls
- Policy requires Audit Committee review/approval of related person transactions >$120,000; example disclosure includes Cleveland Clinic telehealth services .
- Family employment disclosed (son as VP; $209,152 in 2024) .
Risk Indicators & Red Flags
- Dual‑class control (sunset in 2027) and combined Chair/CEO without a Lead Independent Director; Board asserts strong independent oversight; however, independence optics remain a governance consideration .
- No excise tax gross‑ups; clawback policy compliant with SEC/NYSE requirements .
- 2024 net loss significant; however, improved adjusted EBITDA and explicit profitability roadmap .
- Compensation structure shifts to time‑based RSUs for broader team due to share price declines; Board plans to re‑introduce PSUs when appropriate—monitor for potential equity plan overhang but note stewardship comments on not expanding pool since IPO .
Investment Implications
- Alignment and control: Ido’s substantial Class B voting power (~25.7%) and group voting with his brother confer strategic control, enabling long‑term investments (pro) but constraining minority influence (con) .
- Pay‑for‑performance tilt: 2024 CEO variable pay tied to revenue/bookings funding and an EBITDA‑based LTIP; first LTIP tranche paid, signaling focus on profitability and cash flow (pro) .
- Selling pressure: Anti‑hedging/pledging policies and absence of 2024 equity grants reduce forced or programmatic selling risks near‑term (pro) .
- Governance optics: Combined Chair/CEO and family relationships (spouse and son in company) elevate independence scrutiny; Board independence majority and committee composition partially mitigate (mixed) .
- Execution risk vs opportunity: Ongoing Military Health System deployment and shift to higher‑margin, recurring revenue are positives; large net loss with improving adjusted EBITDA and 2026 positive cash flow target suggests an inflection path that requires delivery (risk/return balance) .