Mark Hirschhorn
About Mark Hirschhorn
Mark Hirschhorn is Executive Vice President, Chief Financial Officer and Chief Operating Officer of Amwell, appointed CFO effective October 21, 2024 and promoted to CFO & COO effective December 17, 2024 . He holds a BA and MBA from Rutgers University, previously served as CFO and CEO of TapestryHealth, was CFO and COO at Teladoc Health for seven years, and served as President & COO of Talkspace; he is also a board member of NextCare . Amwell’s executive incentive framework for NEOs uses corporate funding and personal performance multipliers, and Mr. Hirschhorn additionally has a cash‑settled long‑term incentive tied to EBITDA and company valuation targets beginning in fiscal 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Teladoc Health | CFO and COO | 7 years | Helped successfully grow the company and establish virtual care as a trusted healthcare delivery arm |
| Talkspace | President & COO | — | Played a pivotal role in growth and strategic repositioning |
| TapestryHealth | CFO; later CEO and prior Board member | — | Senior financial and operating leadership |
| Various tech/telecom/life sciences companies | CFO | — | Finance leadership across sectors |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NextCare | Board member | — | One of the largest U.S. urgent care providers; industry insight and network |
Fixed Compensation
| Component | 2024 Terms | 2025 Terms | Notes |
|---|---|---|---|
| Base Salary | $485,000 upon CFO appointment (Oct 2024) ; increased to $575,000 upon promotion (Dec 2024) | Annual rate $575,000 at year‑end 2024 | Increase reflected added COO responsibilities |
| Target Bonus % | 100% of year‑end base salary per initial agreement | 125% of year‑end base salary beginning FY2025 | Cash annual incentive plan uses corporate and personal performance factors |
| Actual Bonus Paid | $500,000 fixed bonus for FY2024 per employment agreement ; shown in Summary Compensation Table | — | Guaranteed on commencement; not performance‑based for 2024 |
Performance Compensation
| Incentive Type | Metric(s) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Incentive (AIP) | Corporate Funding Performance Factor; Personal Factor Multiplier | Not disclosed | Not disclosed | Not disclosed for Mr. Hirschhorn (2024 bonus was fixed) | Based on plan design; max 156.25% of target for NEOs | Annual cash, subject to plan |
| New‑Hire RSU Grant | Service‑based | — | — | 25% vested at grant; 63,557 shares vested in 2024 valued at $572,013 | Grant date fair value $2,288,043; 254,227 RSUs | 25% at grant; remaining 75% in equal quarterly installments for three years beginning after the one‑year anniversary; fully vested by 4‑year anniversary |
| Additional Long‑Term Incentive (Cash‑Settled, granted early 2025) | EBITDA targets; Company valuation appreciation targets (Board/Committee discretion) | Not disclosed | Effective starting FY2025 | Not disclosed | Up to $5,000,000 total value; settled in cash unless Board elects shares | Eligible to vest in substantially equal annual installments on each of the first four anniversaries of start date, contingent on employment and targets |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (3/31/2025) | 20,462 shares of Class A common stock; <1% of beneficial ownership |
| Vested vs Unvested (12/31/2024) | Unvested RSUs: 190,670; market value $1,382,358 |
| Options (Exercisable/Unexercisable) | None outstanding for Mr. Hirschhorn |
| Shares Acquired on Vesting (FY2024) | 63,557 shares; value realized $572,013 |
| Ownership Guidelines | NEOs must hold 2x base salary; five years to comply from hire/promotion; executives are in compliance or on track |
| Anti‑Hedging/Pledging | Hedging, pledging, margining of company securities prohibited |
Key Grants and Vesting
| Grant Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting Schedule |
|---|---|---|---|---|
| New‑Hire RSUs | 11/4/2024 | 254,227 RSUs | $2,288,043 | 25% on grant; remaining 75% in equal quarterly installments over three years beginning after the one‑year anniversary; full vest by 4‑year anniversary |
Employment Terms
| Provision | Terms |
|---|---|
| Severance (without Cause or for Good Reason) | Base salary severance paid over 12 months; pro‑rata bonus for year of termination based on actual performance through termination . Potential payments table shows illustrative cash severance of $1,150,000 assuming event on 12/31/2024 (equal to 2x $575,000) . |
| Change in Control (CIC) | If involuntary termination occurs one month before or within 24 months post‑CIC: one year’s target bonus; full vesting of all unvested equity awards with performance goals at target; COBRA premiums paid for 12 months . |
| Equity Acceleration (non‑CIC termination) | Vesting of the portion that would have vested through first anniversary of termination date . |
| COBRA | Company‑paid premiums during 12‑month severance period . |
| 4999 Excise Tax Cutback | Payments may be reduced to avoid 4999 excise tax if after‑tax outcome is better . |
| Restrictive Covenants | Non‑compete and non‑solicitation during employment and for 12 months post‑termination; confidentiality and mutual non‑disparagement in perpetuity; IP assignment . |
Investment Implications
- Pay‑for‑performance alignment is mixed: 2024 cash bonus was guaranteed at $500,000 on hire, but 2025+ incentives tilt to performance with a sizable $5 million cash‑settled LTI tied to EBITDA and valuation, potentially improving incentive quality and reducing equity overhang and selling pressure .
- Retention risk appears moderated by multi‑year vesting: new‑hire RSUs have a one‑year cliff and quarterly vesting through the 4‑year anniversary, while the cash‑settled LTI vests over four anniversaries with performance gates, creating strong time‑based and performance‑based hooks .
- Equity alignment is present but modest today: Mr. Hirschhorn’s beneficial ownership is <1% of outstanding; anti‑hedging/anti‑pledging and 2x salary ownership guidelines enhance alignment over time, with the company noting executives are in compliance or on track within five years .
- Change‑of‑control terms include double‑trigger acceleration with protective pre‑CIC coverage and potential cash severance at an illustrative $1.15 million; combined with one year’s target bonus on CIC, these terms are shareholder‑standard, though the guaranteed 2024 bonus is a one‑time non‑performance element .