Roy Schoenberg
About Roy Schoenberg
Roy Schoenberg, MD, MPH, is Executive Vice Chairman and Director at Amwell (AMWL). Age 57; director since 2006; previously President and co-CEO through June 13, 2024, when he transitioned to Executive Vice Chairman under a new employment agreement . Education: MD from Hebrew University Medical School and MPH in Healthcare Management from Harvard; Fellow in Clinical Informatics at Harvard’s Beth Israel Deaconess Hospital (1998–2001) . Company performance under the PVP disclosure: revenue was $245.3M (2020), $252.8M (2021), $277.2M (2022), $259.0M (2023), $254.4M (2024); net income remained negative; TSR value of a hypothetical $100 investment fell to $2 in 2024 from $110 in 2020 .
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Revenue ($USD) | $245,265,000 | $252,789,000 | $277,190,000 | $259,047,000 | $254,364,000 |
| Net Income ($USD) | $(228,600,000) | $(176,800,000) | $(272,100,000) | $(679,200,000) | $(212,638,000) |
| TSR – value of fixed $100 investment | $110 | $26 | $12 | $6 | $2 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Amwell | President and co-CEO | 2006–Jun 13, 2024 | Invented American Well concept; led tech/product development |
| Amwell | Executive Vice Chairman | Jun 13, 2024–present | Supports leadership; transition from R&D to operational focus |
| CareKey, Inc. | Founder; led product development and market introduction | Pre-2005–Dec 2005 acquisition | Built electronic health management systems; positioned for TriZetto acquisition |
| TriZetto | Senior VP & Chief Internet Solutions Officer | Post-Dec 2005 | Continued scaling health tech solutions post-acquisition |
| BIDMC (Harvard) | Fellow in Clinical Informatics | 1998–2001 | Published work in medical informatics; foundational expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Federation of State Medical Boards (FSMB) | Task force member on “Appropriate Use of Telehealth in Medical Practice” | 2013 | Contributed to landmark telehealth guidelines |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $650,000 | $650,000 | $325,000 (post-transition; base rate at year-end) |
| Target Bonus (%) | — | — | 150% of base salary |
| Actual Annual Incentive ($) | $740,610 | — | $247,079 |
| “All Other Compensation” ($) | $8,400 | $8,400 | $1,960,000 (includes transition payments) |
| Total Compensation ($) | $16,044,010 | $658,400 | $2,682,079 |
Notes:
- Transition Agreement provides $1,950,000 paid in equal installments over 36 months starting June 13, 2024; likely reflected in 2024 “All Other Compensation” .
- 2024 base salary reduced mid-year to reflect transition from co-CEO to Executive Vice Chairman .
Performance Compensation
| Metric (2024) | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|
| Corporate Funding Performance Factor (aggregated) | Applied to annual incentive | — | 35% factor applied to CEO and Executive Vice Chairman bonuses | Cash paid post-year end |
| Revenue | 50% of bonus opportunity | Not disclosed | Included in 35% corporate factor | — |
| Subscription Bookings Attainment | 25% | Not disclosed | Included in 35% corporate factor | — |
| Defense Health Agency (DHA) Bookings Attainment | 25% | Not disclosed | Included in 35% corporate factor | — |
| Personal Factor (Roy) | N/A | — | N/A (CEO and Executive Vice Chairman personal factor mirrors corporate metrics) | — |
Final 2024 annual incentive for Roy Schoenberg: Base $470,628; Target $705,942; Corporate factor 35%; Approved payout $247,079 .
Equity Ownership & Alignment
| As-of Date | Class A Shares | Class B Shares | Voting Power (%) | Notes |
|---|---|---|---|---|
| Mar 31, 2023 | 1,968,891 | 15,684,001 | 25.9% | Class B confers 51% of total voting power to Class B holders; Roy and Ido each hold Class B and vote together |
| Mar 31, 2024 | 2,084,797 | 15,684,001 | 25.9% | Same voting structure |
| Mar 31, 2025 | 108,302 | 784,198 | 25.9% | Fully diluted count changed; Class B holders entitled to 51% voting power at all times |
Ownership governance:
- Roy and Ido agreed to vote together as a group and may be deemed to have beneficial ownership of each other’s stock .
- Company policies restrict pledging and hedging of Company equity for senior executives; Roy is subject to these policies .
Equity award detail and vesting
| Award Type | Grant Date | Quantity | Terms | Status/Notes |
|---|---|---|---|---|
| Time-vesting RSUs | Apr 15, 2021 | 203,113 | Vest 25% on first anniversary; remaining quarterly over 3 years | Outstanding as of 12/31/2022; accelerated at Transition Date per agreement exhibits |
| PSUs (co-CEOs) | May 16, 2022 | 7,000,000 | Market cap milestones over 3-year performance period; 0%–750% increase; service condition applies | First milestone met; 500,000 earned as of 12/31/2022, subject to service vesting ; PSUs excluded from acceleration on transition; remain outstanding |
| Options (ISOs/NQSOs) | Oct 25, 2018 | 72,019 ISOs; 1,692,864 NQSOs | $5.56 strike; expire Oct 25, 2028 | Vested; remain exercisable for full term |
Employment Terms
| Term | Detail |
|---|---|
| Role | Executive Vice Chairman; reports to Board; continues Board service and nomination for re-election |
| Base Salary | $325,000 or 50% of CEO’s base salary, whichever is greater |
| Target Bonus | Up to 150% of base salary; consistent determination with CEO bonus methodology |
| Ongoing Equity | Eligible for grants at ≥50% of CEO grant amounts, subject to Board discretion |
| Corporate Transaction | All outstanding equity awards vest in full immediately prior to a Corporate Transaction |
| Termination (Without Cause / Good Reason) | Accrued comp; earned but unpaid bonus; pro rata bonus; full acceleration of equity awards (except 2022 PSUs); COBRA premiums for 36 months; no cash severance |
| Transition Payments | $1,950,000 paid over 36 months (fully satisfies any potential severance obligations) |
| Non-Compete | 24 months post-employment; applies to defined Direct Competitors; exceptions for non-competitive units and <5% passive investments; Board review process for potential engagements |
| Non-Solicit | 24 months post-employment for employees and customers |
| Clawback/Policies | Subject to Company clawback policy and anti-hedging/pledging policies; clawback for erroneous financial metrics and certain conduct as required by law/listing rules |
| Arbitration & Indemnification | Binding arbitration (JAMS); Company indemnifies to fullest extent; D&O coverage applies |
| Board Compensation | None while employed; compensation covered solely under employment terms |
Board Governance
- Board service: Class III director since 2006; age 57; current Board slate includes independent directors across classes .
- Committee roles: Compensation, Audit, and Nominating/Governance committees consist solely of independent directors; Roy is not listed on committees (consistent with executive status) .
- Compensation Committee: Independent; chaired by Dr. Peter Slavin; uses Aon as independent consultant; designs metrics and targets; recommends CEO and Executive Vice Chairman compensation to full Board .
- Board leadership: In prior years, Chairman and CEO roles combined (Ido); no lead independent director disclosed; directors met attendance thresholds; executive sessions held without a designated presiding director .
Compensation Structure Analysis
- Pay mix: 2022 co-CEO pay heavily performance-based with 100% PSU equity for co-CEOs; market-cap hurdles up to 750%; no additional equity grants intended during the 3-year PSU performance period .
- 2024 shift: Roy’s base cut to $325k post-transition; annual incentive tied to revenue and bookings; corporate factor funded at 35%, yielding a $247,079 bonus payout .
- Equity modifications: 2024 forfeiture of certain 2022 PSUs for other NEOs to replenish share pool amid low retention value; PSUs for co-CEOs remained outstanding per terms; Roy’s PSUs were not accelerated .
- Director compensation: None while employed; governance separation maintained .
Say-on-Pay & Shareholder Feedback
- Pay-versus-performance disclosure shows steep TSR decline since IPO and negative net income; company highlights revenue, subscription bookings, and stock price milestones as key metrics linking pay and performance .
Equity Ownership & Alignment Details
- Voting control: Class B holders entitled to 51% of voting power; Roy and Ido vote together; Roy’s individual voting power recorded at 25.9% across 2023–2025 ownership tables .
- Ownership policies: Compliance with share ownership requirements and anti-hedging/pledging policies required; no pledging disclosed .
Performance & Track Record
- Strategic achievements: Architected Amwell’s platform and Converge; advanced telehealth adoption; industry engagement via FSMB guidelines .
- Financial outcomes: Revenue grew in 2022, then declined in 2023–2024; TSR deteriorated materially per SEC PVP table, reflecting investor headwinds in health tech .
Employment & Contracts
- Contract term: At-will with defined Good Reason and Cause; robust confidentiality and cooperation obligations; strong post-employment non-solicit and limited non-compete with Board review carve-outs .
- Change-of-control economics: Full equity vesting pre-transaction enhances realizable value; 280G cutback mechanics to optimize net after-tax outcomes .
Risk Indicators & Red Flags
- TSR collapse vs PVP peers; negative net income; low corporate bonus funding (35%) in 2024 indicate execution and market challenges .
- Equity acceleration upon termination and full vesting on corporate transactions could create supply overhang if large awards vest simultaneously; PSUs remain subject to performance, reducing immediate overhang .
- Dual roles: Executive officer and director; independence mitigated by independent committees and no board compensation while employed .
Compensation Peer Group and Process
- Committee engages Aon for peer benchmarking, share utilization, market practices; independent consultant assessed as free of conflicts .
Equity Ownership & Beneficial Holdings (Multi-year)
| Holder | 3/31/2023 | 3/31/2024 | 3/31/2025 |
|---|---|---|---|
| Roy Schoenberg – Class A | 1,968,891 | 2,084,797 | 108,302 |
| Roy Schoenberg – Class B | 15,684,001 | 15,684,001 | 784,198 |
| Roy Schoenberg – Voting Power | 25.9% | 25.9% | 25.9% |
Investment Implications
- Alignment: Large Class B holdings and voting agreement with Ido concentrate control, enabling strategic continuity but limiting minority influence; expect governance stability with independent committees overseeing compensation .
- Retention: 24-month non-solicit and tailored non-compete with Board review reduce competitive exit risk; transition payments replace severance and COBRA coverage is generous, lowering cash severance burden while maintaining retention hooks via equity .
- Pay-for-performance: 2024 bonus funded at 35% underscores disciplined incentive outcomes amid revenue/bookings shortfalls; co-CEO PSU structure ties upside to significant market cap appreciation, but TSR deterioration increases risk of PSU non-vesting .
- Trading signals: Potential equity acceleration on corporate transactions or involuntary termination could increase float supply; however, PSUs are performance-constrained, moderating near-term selling pressure; monitor Form 8-Ks and proxies for award modifications and corporate actions .
- Execution risk: Negative net income and deep TSR declines indicate ongoing turnaround dynamics; compensation metrics emphasize revenue and bookings, suggesting focus on top-line growth and commercial traction as leading indicators for pay outcomes .
All data points, compensation figures, ownership, and governance details cited from AMWL’s DEF 14A (2023–2025) and Form 8-K dated June 13, 2024 as referenced throughout the report .