Rivka Goldwasser
About Rivka Goldwasser
Rivka “Ricky” Goldwasser (age 55) is an independent director of American Well (Amwell), serving since June 13, 2024 and nominated for re‑election as a Class II director through the 2028 annual meeting. She is Audit Committee member, Chair of the Nominating & Corporate Governance Committee, and designated an “audit committee financial expert.” Her background is 20+ years advising healthcare companies and investors, including 15 years at Morgan Stanley (MD; led U.S. Healthcare Services & Technology Research and later Investment Banking groups) and co‑head of U.S. Healthcare Research at UBS; education: BA in Economics & Political Science (Tel Aviv University) and MBA (Kellogg, Northwestern). She is recognized by Institutional Investor as a top‑ranked analyst for 18 years and led numerous IPOs including Amwell’s. Board affirmed her independence under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Managing Director; Head U.S. Healthcare Services & Technology Research; later Investment Banking groups | 15 years (not otherwise dated) | Led many successful IPOs, including Amwell’s |
| UBS | Co‑Head U.S. Healthcare Research; coverage of healthcare services, diagnostics, generics | Not disclosed | Top‑ranked research analyst (Institutional Investor) for 18 years |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other current public company directorships disclosed for Goldwasser |
Board Governance
- Committee assignments and roles:
- Audit Committee: Member; designated “audit committee financial expert” (alongside Ross and Webb)
- Nominating & Corporate Governance Committee: Chair
- Independence: Board determined Goldwasser is independent under NYSE rules
- Attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings; Board held 10 meetings; Audit 6; Compensation 6; Nominating 2
- Board structure context: Amwell is a “controlled company” (Class B shares held by co‑founders represent 51% of voting power); Board has no Lead Independent Director, though majority are independent
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $75,000, paid quarterly in arrears | Policy reviewed annually with Aon as independent consultant |
| Committee chair fee | $5,000 annually in advance (per chair) | Applicable to Goldwasser as Nominating & Governance Committee Chair |
| 2024 fees earned (Goldwasser) | $22,459 | Partial year after June 13, 2024 appointment |
Performance Compensation
| Equity Element | Grant Value/Units | Grant Date | Vesting | Terms/Notes |
|---|---|---|---|---|
| Initial RSU grant (on appointment) | $400,000 FMV | On appointment to Board | Vests in equal annual installments over 3 years | Value at grant based on closing price; Board may use other equity forms at discretion |
| Annual RSU grant (at annual meeting) | $200,000 FMV | At annual meeting | Vests by earlier of (A) day before next annual meeting or (B) first anniversary of grant | Value at grant based on closing price |
| 2024 stock awards (Goldwasser) | $561,769 | 2024 | As per RSU schedules | Aggregate grant date fair value (ASC 718) |
| Unvested stock awards outstanding (12/31/2024) | 69,987 RSUs | — | Per RSU schedules | Director‑level outstanding awards table |
No performance‑conditioned director equity (e.g., PSUs) disclosed for Goldwasser; director equity is time‑based RSUs under the policy .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Conflict/Notes |
|---|---|---|---|
| — | — | — | No other public company boards disclosed; no Item 404(a) related‑party transactions involving Goldwasser |
Expertise & Qualifications
- Audit financial expert designation; deep healthcare capital markets and research expertise
- Education: BA (Tel Aviv University); MBA (Kellogg School of Management)
- Institutional Investor top‑ranked analyst for 18 years; led multiple IPOs including Amwell
- Skills matrix highlights: healthcare operational expertise; strategy & M&A; independence
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of 3/31/2025) | No beneficial ownership disclosed for Goldwasser; “—” and “*” in table denotes <1% |
| Unvested RSUs (12/31/2024) | 69,987 units |
| Hedging/Pledging | Prohibited by Insider Trading Policy (no hedging, short sales, or pledging/margining) |
| Director stock ownership guidelines | Required holding = 5x annual cash retainer; 5‑year compliance window from appointment; time‑based RSUs count toward guideline |
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approval: approximately 98% support (Board viewed results as alignment with program)
- 2024 vote counts (Form 8‑K): For 384,527,467; Withheld 7,805,571; Broker non‑votes 35,038,495
- Board engagement: outreach to top holders; feedback included board refresh/diversity and lead independent director considerations; board recruited Goldwasser in 2024 and updated skills matrix
Related Party & Policies
- Related party transactions: Audit Committee reviews >$120,000 transactions; none involving Goldwasser requiring Item 404(a) disclosure; standard director indemnification agreements apply
- Hedging/Pledging: Prohibited for directors
- Clawback policy: Adopted per Dodd‑Frank/NYSE; enforced by Compensation Committee
Insider Trades
- Search status: Queried Form 4 filings in the dataset for AMWL; none found for Goldwasser. We searched AMWL Form 4 (ListDocuments doc type “4”) and found zero results. [ListDocuments result]
Governance Assessment
- Strengths: Independent status; Audit Committee member with “financial expert” designation; Chair of Nominating & Governance supports board refresh and ESG oversight; strong healthcare capital markets expertise; attendance ≥75% in 2024; equity ownership guidelines support alignment .
- Risks/Red flags to monitor:
- Controlled company structure (51% voting power via Class B) and no Lead Independent Director—potential limits on independent influence despite majority‑independent board .
- Appointment recommendation by the CEO (Ido Schoenberg) could raise optics, though board unanimously approved and independence affirmed; no related‑party transactions disclosed .
- Compensation mix: For directors, meaningful equity via RSUs (time‑based, not performance‑based) plus cash retainer; Goldwasser’s 2024 partial cash ($22,459) and stock awards ($561,769) reflect mid‑year appointment; Chair fee applies going forward—alignment supported by 5x retainer ownership guideline and anti‑hedging/pledging policy .