Rob Webb
About Rob Webb
Rob Webb (age 55) is an independent Class I director of American Well (Amwell), serving since 2022; he sits on the Audit Committee and is designated an “audit committee financial expert.” He holds a B.S. in Mechanical Engineering from the University of Minnesota and an MBA in Finance from Northwestern University’s Kellogg School; prior roles include a 19‑year tenure at UnitedHealth Group with 10 years as CEO of Optum’s consumer and specialty network businesses and nine years as President of UHG Ventures .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UnitedHealth Group / Optum | CEO, Optum consumer and specialty network businesses | 10 years (within 19 years at UHG) | Led consumer and specialty networks; senior executive leadership |
| UnitedHealth Group | President, UHG Ventures | 9 years | Venture leadership across portfolio companies |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Ardent Health Partners, Inc. | Director | Public | Serves on board of a publicly traded company |
| Delmec Ireland | Director | Private | Board role |
| Kellogg School Health Care Advisory Board | Member | Academic/Non‑profit | Advisory board role |
Board Governance
- Independence: Determined independent under NYSE rules; all Board committees are fully independent despite “controlled company” status .
- Committee assignments: Audit Committee member; designated Audit Committee Financial Expert .
- Class/term: Class I director; current Class I terms run to the 2027 annual meeting unless earlier departure .
- Attendance: Each director attended at least 75% of Board and assigned committee meetings in 2024; all directors attended the 2024 annual meeting .
- Board structure: Combined Chair/CEO; no Lead Independent Director; independent directors meet in regular executive sessions with rotating presiding director .
- Board composition context: 9 directors; 78% independent; 22% women; 33% military veterans .
Fixed Compensation
Policy (non‑employee directors):
- Annual cash retainer: $75,000; Committee chair additional $5,000 .
- Equity: Initial RSU grant FMV $400,000 upon appointment (3‑year annual vesting); Annual RSU grant FMV $200,000 (vests at next annual meeting or 1‑year anniversary) .
Rob Webb – reported compensation (proxy disclosures):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cash fees (USD) | $18,750 | $75,000 | $75,000 |
| Stock awards (USD, grant‑date fair value) | $439,926 | $200,000 | $214,241 |
| Total (USD) | $458,676 | $275,000 | $289,241 |
| Unvested stock awards outstanding at 12/31 | 107,825 RSUs (12/31/22) | 163,627 RSUs (12/31/23) | 27,188 RSUs (12/31/24) |
Notes:
- Grant‑date values per FASB ASC 718 disclosure in each year’s 10‑K notes .
Performance Compensation
- Directors do not have performance‑based incentives; equity is time‑based RSUs per policy (initial and annual RSUs with service‑based vesting only) .
Other Directorships & Interlocks
- Current public board: Ardent Health Partners, Inc. (public) .
- No related‑party transactions involving Mr. Webb reportable under Item 404(a) at appointment (per 8‑K) .
- Company discloses related‑party telehealth services involving Cleveland Clinic (affiliation with another director), reviewed under the Related Person Transaction policy; no Webb‑specific related transactions disclosed .
Expertise & Qualifications
- Audit Committee Financial Expert designation; accounting/financial reporting competency .
- Governance, strategy, and M&A expertise (Board skills matrix) .
- Deep healthcare operating background from Optum/UHG .
Equity Ownership
Ownership and alignment framework:
- Director stock ownership guideline: 5x annual cash retainer; five years from adoption/appointment to comply; time‑based RSUs count toward guideline; options/uneamed PSUs do not .
- Anti‑hedging and anti‑pledging policy applicable to directors .
Reported beneficial ownership (as of proxy record dates):
| Metric | Mar 31, 2024 | Mar 31, 2025 |
|---|---|---|
| Class A shares beneficially owned | 35,941 | 8,181 |
| % of total voting power | <1% | <1% |
Additional holding context:
- Unvested RSUs outstanding at 12/31/2024: 27,188 .
Governance Assessment
Strengths
- Independent director with material healthcare operating experience and capital allocation exposure; designated audit committee financial expert, supporting financial oversight .
- Board and committees largely independent despite controlled company status; robust related‑party review policy; anti‑hedging/pledging in place .
- Shareholder alignment mechanisms: mandatory director ownership guideline (5x retainer) .
Watch items / potential red flags
- Controlled company with combined Chair/CEO and no Lead Independent Director; shareholders in 2025 engagement asked the Board to consider a lead independent director; Board noted the suggestion but has not appointed one .
- Beneficial ownership reported for Webb is de minimis as of 2025 record date; guideline allows five years to reach 5x retainer, but actual compliance is not disclosed at the individual level in the proxy .
- Related‑party activity exists at the company level (e.g., Cleveland Clinic); Audit Committee oversees such transactions—no disclosures implicate Webb specifically .
Investor signaling context
- 2024 Say‑on‑Pay support was ~98%, indicating broad investor support for compensation governance overall (executive program), which can contribute positively to director oversight credibility .
- The Board conducts shareholder “listening calls” and has discussed feedback on governance (e.g., lead independent director) .