Phyllis Gotlib
About Phyllis Gotlib
Phyllis Gotlib is President, International at Amwell (American Well), leading the company’s international operations since January 2018. She is 68 years old as of March 31, 2025, with prior experience as Executive Partner at Flare Capital and as co‑founder/CEO of iMDsoft, which grew internationally and was acquired by TPG Growth in 2012; earlier roles include founding PS Gluck (diamond trading) and serving as Managing Partner at Tactic Capital Markets; she also holds leadership roles at Zahal Disabled Veterans Organization and the Israel American Council . Company performance context: Amwell’s revenue moved from $277.2M (2022) to $259.0M (2023) and $254.4M (2024), while the pay-versus-performance TSR disclosure shows a $100 investment on IPO date was worth $12 (2022), $6 (2023), and $2 (2024), underscoring a challenging shareholder return backdrop during her tenure .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| iMDsoft | Co-founder and CEO | Through 2012 | Built a disruptive clinical IT company to global scale; led to acquisition by TPG Growth in 2012 . |
| Flare Capital | Executive Partner | Pre-2018 | Provided healthcare tech insights and supported portfolio company leadership; continues to work closely with entrepreneurs per bio . |
| PS Gluck | Founder, diamond trade | Not disclosed | Founded and managed a lucrative diamond trading business at Israeli Diamond Exchange . |
| Tactic Capital Markets | Managing Partner | Not disclosed | Focused on healthcare investments at a boutique investment firm . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Zahal Disabled Veterans Organization (ZDVO) | Leadership role | Not disclosed | Philanthropic leadership position . |
| Israel American Council (IAC) | Leadership role | Not disclosed | Philanthropic leadership position . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 462,342 | 497,500 | 490,711 |
| Target Bonus (% of salary) | 100% | 100% | 100% |
| Annual Incentive (Non-Equity Incentive Plan) ($) | 409,340 | 0 (no corporate funding; no payout) | 169,750 |
| Special/Discretionary Cash ($) | — | — | 169,750 (special award) |
| All Other Compensation ($) | 130,632 | 139,516 | 101,336 |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 structure and outcome
| Component | Weight | Target | Threshold | Maximum | Actual 2024 | Corporate Achievement |
|---|---|---|---|---|---|---|
| Revenue (in millions) | 50% | $265.0 | $255.0 | $275.0 | $254.4 | 35% total corporate factor (board adjusted for timing; see table) . |
| Core Subscription Bookings (in millions) | 25% | $25.0 | $5.0 | $33.0 | $6.6 | 35% total corporate factor (see table) . |
| DHA Bookings (in millions) | 25% | $43.0 | $5.0 | $55.0 | $18.8 | 35% total corporate factor (see table) . |
| Personal Factor (Gotlib) | N/A | Objectives/OKRs | — | Max 125% | Achieved 100% | Applied to corporate-funded pool . |
Approved AIP payout for Gotlib in 2024: Base $485,000; Target 100%; Corporate factor 35%; Personal factor 100%; Approved payout $169,750 .
Equity awards and vesting mechanics
- Equity vehicle mix: In 2024, executive long-term incentives for non-CEO NEOs were 100% time-based RSUs; Committee granted no stock options in 2024 and has deprioritized option grants in recent years .
- 2024 RSUs (Gotlib): Grant date 2/20/2024; 25% vested immediately; remaining 75% vests in equal quarterly installments over three years .
- 2023 PSUs (Gotlib): 20,578 PSUs outstanding (post reverse split); six market-cap tranches over three years; as of 12/31/24, no tranches achieved and no vesting .
- 2018 Options: 8,500 options exercisable at $111.20; expire 10/25/2028; 25% vested after first year from 10/25/2018, remainder vesting quarterly over three years (post-split counts) .
Grants detail (selected)
| Award | Grant date | Shares/Units | Vesting | Fair value (if disclosed) |
|---|---|---|---|---|
| RSU | 3/1/2023 | 274,378 | 25% at 1-year, then quarterly over 3 years | $757,283 . |
| PSU (2023 cycle) | 3/1/2023 | Target 274,378 (137,189 thr/411,567 max) | 3-year market-cap hurdles; service condition | $899,960 (grant-date fair value) . |
| RSU | 2/20/2024 | 61,076 unvested at 12/31/24 | 25% at grant; balance quarterly over 3 years | Included in 2024 stock awards $2,779,699 . |
| Stock Options | 10/25/2018 | 8,500 exercisable | Fully vested by 10/25/2020; expire 10/25/2028 | Exercise $111.20 (post-split) . |
Equity Ownership & Alignment
Beneficial ownership trend
| As of | Shares beneficially owned (Class A unless noted) | Percent of outstanding |
|---|---|---|
| Mar 31, 2021 | 211,246 | <1% |
| Mar 31, 2022 | 234,220 | <1% |
| Mar 31, 2023 | 286,389 | 0.1% |
| Mar 31, 2024 | 649,727 | 0.1% |
Outstanding awards at 12/31/2024 (post reverse split)
| Instrument | Grant date | Status | Amount | Terms |
|---|---|---|---|---|
| Stock Options | 10/25/2018 | Exercisable | 8,500 | Exercise $111.20; expire 10/25/2028 . |
| RSU | 4/15/2021 | Unvested | 845 | 25% at 1-year; quarterly thereafter for 3 years . |
| RSU | 3/1/2022 | Unvested | 3,921 | 25% at 1-year; quarterly thereafter for 3 years . |
| RSU | 3/1/2023 | Unvested | 8,573 | 25% at 1-year; quarterly thereafter for 3 years . |
| RSU | 2/20/2024 | Unvested | 61,076 | 25% at grant; quarterly thereafter for 3 years . |
| PSU | 3/1/2023 | Unearned | 20,578 | 3-year market-cap tranches; no vesting as of 12/31/24 . |
Policies and alignment
- Stock ownership guidelines: NEOs must hold 2x base salary within five years (adopted Oct 2022); time-based RSUs count; options and unearned PSUs do not. As of 2024, all NEOs were in compliance; in 2025, executives were in compliance or on track .
- Anti‑hedging/anti‑pledging: Directors and executives are prohibited from hedging, short selling, pledging or margining company securities .
- Clawback: Dodd‑Frank–compliant recoupment policy applies to incentive compensation tied to financial reporting measures; filed as Exhibit 97.1 to 10‑K .
Employment Terms
| Term | Detail |
|---|---|
| Latest agreement | Employment Agreement dated April 8, 2022 (Israel branch); superseded Jan 1, 2018 agreement . |
| Role | President, American Well International . |
| Base salary | $485,000 (10% designated as special compensation for post-employment restrictions compliance) . |
| Target bonus | 100% of base salary; eligible for equity under 2020 Plan . |
| Severance (non‑CIC) | If terminated without Cause or resigns for Good Reason: accrued comp, earned but unpaid bonus, lump sum pro‑rata target bonus for year of termination, and severance equal to 1x base salary paid over one year (less amounts per Israeli Severance Pay Law) . |
| CIC protection | If termination occurs one month before or within 24 months following a Change in Control: pro‑rata converts to 1x target bonus; all unvested equity fully vests at termination (performance at target). Payments may be cut to avoid 280G excise tax . |
| Equity acceleration (general) | Company‑wide policy provides partial or full acceleration depending on context; full acceleration on qualifying CIC terminations for NEOs . |
| Restrictive covenants | Confidentiality/IP assignment; non‑compete and non‑solicit for 12 months post‑termination . |
| Law | Governed under Israeli law; includes Israeli statutory social benefits . |
Performance & Track Record
| Indicator | Evidence |
|---|---|
| Revenue trend | $277.19M (2022), $259.05M (2023), $254.36M (2024) . |
| TSR context | Value of $100 IPO‑date investment: $12 (2022), $6 (2023), $2 (2024) . |
| 2024 execution against AIP metrics | Corporate factor funded at 35% on Revenue, Core Subscription Bookings, DHA Bookings; Gotlib’s personal factor at 100% with OKRs including provider activation, budget discipline, engagement, retention . |
| Recognition | Special cash award of $169,750 in 2024 citing exceeding client retention targets, budget discipline, and engagement/retention in International . |
Compensation Structure Analysis
- Mix and rigor: 2023 delivered no AIP payout due to missing revenue and bookings thresholds; 2024 AIP paid at 35% corporate factor with 100% personal factor for Gotlib, indicating some performance sensitivity in cash incentives .
- Shift in LTI design: Company granted only RSUs to non‑CEO NEOs in 2024 (25% immediate vest), citing replenishment of the share pool after NEO forfeitures of 2022 PSUs; no options granted in 2024, reducing risk relative to options .
- Governance practices: Robust stock ownership, no hedging/pledging, clawback policy, and no excise tax gross‑ups strengthen alignment and reduce governance risk .
Say‑on‑Pay and Peer Benchmarking
- Say‑on‑Pay support: 90.8% approval at the 2023 annual meeting, indicating broad investor support for the program design at that time .
- Peer data: Committee uses an annually reviewed peer group for reference; details not enumerated in the excerpts .
Investment Implications
- Retention and selling pressure: 2024 RSUs vest 25% immediately with the remainder quarterly over three years, creating a steady cadence of potential sell‑to‑cover transactions; options are fully vested and out to 2028, while PSUs from 2023 remain unearned, supporting retention but limiting near‑term monetization beyond RSUs .
- Alignment: Ownership guidelines (2x salary for NEOs), anti‑hedging/pledging, and an enforceable clawback point to solid alignment; beneficial ownership for Gotlib increased vs. 2021–2023 levels, though remains ~0.1% of outstanding shares .
- Change‑in‑control economics: Double‑trigger equity acceleration at target and 1x salary plus target bonus upon qualifying CIC termination can be meaningful; investors should monitor strategic review scenarios for potential payout implications .
- Execution risk: Company‑level TSR has been severely negative, and revenue has declined since 2022; 2024 special recognition for International performance suggests localized execution strength, but overall pay outcomes remain constrained by corporate under‑achievement, tempering upside signals from compensation .