Stephen Schlegel
About Stephen Schlegel
Independent director (Class II) at Amwell (AMWL); age 62 (as of 3/31/2025); on the Board since 2019. Former VP, Corporate Development at Anthem (2005–Feb 2021); prior VP, Corporate Development & Strategy at Sprint (1998–2005). Education: BA in Accounting (Loras College) and MBA (University of Chicago Booth). The Board cites his healthcare M&A/corporate development expertise as core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Anthem, Inc. | Vice President, Corporate Development | Aug 2005 – Feb 2021 | Led M&A and corporate negotiations |
| Sprint | VP, Corporate Development & Strategy | 1998 – 2005 | Corporate development and strategy leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Orion Acquisition Corp. (public company) | Director | 2022 – 2023 | SPAC board service; no ongoing affiliation disclosed |
Board Governance
- Board status and tenure
- Director since 2019; current Class II nominee for re‑election at 2025 meeting (term through 2028 if elected) .
- Determined independent under NYSE rules .
- Committee assignments (current, as of proxy date)
- Audit Committee: Chair .
- Compensation Committee: Chair (note: 2024 Compensation Committee Report was signed by Dr. Peter Slavin as Chair; chairmanship transitioned to Mr. Schlegel by the proxy date) .
- Nominating & Corporate Governance Committee: Member .
- Attendance and engagement
- 2024 meetings held: Board (10), Audit (6), Compensation (6), Nominating (2). Each director attended at least 75% of applicable meetings; all directors attended the 2024 annual meeting .
- Board leadership and structure
- Controlled company (founders hold 51% voting via Class B), but Amwell states it does not rely on governance exemptions; no Lead Independent Director; independent directors hold regular executive sessions with a rotating presider .
Fixed Compensation
| Component | Policy Detail | 2024 Actual for Schlegel |
|---|---|---|
| Annual cash retainer | $75,000, paid quarterly | $80,000 cash fees earned (retainer plus committee chair fee(s)) |
| Committee chair fee | +$5,000 per committee chair, paid annually in advance | Included within the $80,000 cash total |
Performance Compensation
| Equity Element | Grant Policy | 2024 Schlegel Amount | Vesting |
|---|---|---|---|
| Annual RSU grant | $200,000 grant date fair value each year for non‑employee directors | $214,241 aggregate RSU grant date fair value reported for 2024 | Vests by the earlier of the day before the next annual meeting or first anniversary of grant |
| Initial RSU grant (new directors) | $400,000 fair value at appointment | N/A in 2024 (director since 2019) | Vests in equal annual installments over 3 years |
No performance‑conditioned equity for directors is disclosed; non‑employee director equity is time‑based (retentive) rather than tied to TSR/EBITDA metrics .
Other Directorships & Interlocks
| Type | Entity | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Prior public company | Orion Acquisition Corp. | Director (2022–2023) | No related‑party transactions disclosed with Amwell |
| Current public company | None disclosed | — | — |
- Related party transactions: Amwell discloses certain affiliated telehealth service arrangements (e.g., Cleveland Clinic) and a family employment item (CEO’s son), but none involve Mr. Schlegel .
Expertise & Qualifications
- Board skills matrix flags Mr. Schlegel for: Healthcare & medical operational expertise; Accounting & financial reporting; Strategy & M&A; Independence .
- Biography emphasizes >15 years leading large‑cap healthcare M&A/corporate negotiations at Anthem and prior telecom strategy/M&A at Sprint .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 9,259 shares of Class A common; less than 1% of shares outstanding |
| Unvested director RSUs outstanding (12/31/2024) | 27,188 units |
| Stock options | None disclosed for Mr. Schlegel |
| Pledging/hedging | Company policy prohibits hedging and pledging of Company securities; no pledging by Mr. Schlegel disclosed |
| Director stock ownership guideline | 5× annual cash retainer; 5‑year compliance window from adoption/appointment |
Governance Assessment
- Strengths
- Independent director with deep payer‑side M&A and corporate development expertise; designated “Accounting and Financial Reporting” skill in the Board matrix, supporting his role as Audit Chair .
- Active committee leadership (Audit Chair; Compensation Chair) and at least 75% meeting attendance in 2024 alongside full board participation at the annual meeting, indicating engagement .
- Equity‑heavy director pay structure and robust ownership guidelines align director incentives with shareholders; anti‑hedging/pledging policy strengthens alignment .
- 2024 say‑on‑pay approval of ~98% (while he was on the Compensation Committee) signals broad shareholder support for compensation oversight .
- Watch items / potential red flags
- Concentration of committee power: same individual chairing both Audit and Compensation (as of the proxy date) is uncommon and can raise workload/independence optics; in 2024 the Compensation Committee Chair was Dr. Slavin, with Mr. Schlegel assuming chairmanship by April 2025 .
- No Lead Independent Director and a controlled company structure (51% voting by founders) may constrain minority investor influence despite a majority‑independent board; the company notes a 2027 sunset on the dual‑class structure .
- No individual attendance percentages disclosed (board‑wide minimum ≥75% only), limiting granularity on director‑specific engagement .
- Conflicts/related‑party exposure
- No related‑party transactions involving Mr. Schlegel are disclosed; related‑party items in the proxy relate to other parties (e.g., Cleveland Clinic affiliations; family employment) and are overseen via the Audit Committee policy .
Director Compensation (2024)
| Metric | Amount |
|---|---|
| Fees earned or paid in cash | $80,000 |
| Stock awards (RSUs, grant date fair value) | $214,241 |
| Total | $294,241 |
| Unvested stock awards outstanding (12/31/2024) | 27,188 units |
Committee Matrix (Current)
| Committee | Role |
|---|---|
| Audit | Chair |
| Compensation | Chair (transitioned by proxy date; 2024 report signed by prior Chair) |
| Nominating & Corporate Governance | Member |
Signals for Investors
- Audit and Compensation chair roles position Mr. Schlegel at the center of financial reporting and pay governance; his accounting/finance skill designation supports this, but dual chairing warrants monitoring for bandwidth and independence optics .
- Director pay mix skews to equity with explicit ownership guidelines, aligning with shareholders; anti‑hedging/pledging further mitigates misalignment risk .
- Controlled company with no lead independent director remains the primary governance overhang, albeit with an explicit 2027 dual‑class sunset and strong say‑on‑pay support in 2024 .