Toby Cosgrove
About Toby Cosgrove
Delos “Toby” Cosgrove, MD (age 84) is an independent Class II director of American Well (Amwell) serving since 2019; he is former CEO/President of Cleveland Clinic (2004–2017) and now its Executive Advisor, with a BA from Williams College and an MD from the University of Virginia School of Medicine . He is nominated for re‑election to serve through the 2028 annual meeting and was affirmed by the Board as independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cleveland Clinic | CEO & President | 2004–2017 | Led reorganization, improved outcomes/patient experience, strengthened finances; Cleveland Clinic ranked #2 hospital in America (U.S. News) during tenure . |
| Cleveland Clinic | Executive Advisor | Current | Advises on national/international growth strategy . |
| Cleveland Clinic | Chair, Thoracic & Cardiovascular Surgery | 1989–2004 | Performed >22,000 operations; global reputation in valve repair . |
| U.S. Air Force | Surgeon | 1967 | Awarded Bronze Star . |
| Training | Massachusetts General Hospital; Brook General Hospital (London) | — | Clinical training . |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Hims & Hers, Inc. | Director | Public | Serves on the board (no committee details disclosed) . |
| SIM Acquisition Corp. | Director | Public | Serves on the board (no committee details disclosed) . |
| Cleveland Clinic | Executive Advisor | Non-profit health system | Strategic growth advisory role . |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee; not a chair of any standing committee .
- Independence status: Determined independent by the Board under NYSE rules .
- Attendance and engagement: In 2024, each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting; independent directors meet in regular executive sessions .
- Board leadership and independence balance: Company is a “controlled company” (co‑founders hold 51% voting power) but does not rely on governance exemptions; majority of directors and all committees are independent; no Lead Independent Director .
- Investor feedback: 2025 outreach to top holders surfaced a request to consider a Lead Independent Director; Board acknowledged and described ongoing refreshment (e.g., adding Rivka Goldwasser) .
Fixed Compensation (Director)
| Year | Cash Retainer ($) | Equity Grant – RSUs Grant-Date Fair Value ($) | Total ($) |
|---|---|---|---|
| 2024 | 75,000 | 214,241 | 289,241 |
- Director pay policy: $75,000 annual cash retainer; $200,000 annual RSU grant (vests over ~1 year); $400,000 initial RSU grant for new directors; $5,000 annual chair fee per committee chair; policy reviewed against a peer group by independent consultant Aon .
Performance Compensation (Director)
| Component | Status | Notes |
|---|---|---|
| Performance-based equity/bonus | None disclosed for directors | Annual director equity is time-based RSUs; no performance metrics; options not granted to directors in 2024 . |
Other Directorships & Interlocks
| Company | Sector Relation | Potential Interlock/Conflict Consideration |
|---|---|---|
| Hims & Hers, Inc. (public) | Consumer digital health adjacency | Sector overlap may create perceived competitive adjacency; Company relies on related‑party review processes for conflicts . |
| SIM Acquisition Corp. (public) | Blank-check/holding entity | No specific AMWL relation disclosed . |
| Cleveland Clinic (Executive Advisor) | Major health system; AMWL customer | AMWL provides telehealth services to Cleveland Clinic; related‑party transactions are subject to Audit Committee review under the Company’s policy . |
Expertise & Qualifications
- Healthcare operating leadership: Former CEO of an ~$8B health system; deep health systems and public policy background .
- Innovation and clinical distinction: 30 medical patents; >22,000 surgeries; international reputation in valve repair .
- Recognition/network: National Academy of Medicine; Fellow of National Academy of Inventors; Fortune Businessperson of the Year (#14) in 2016; advisor to three U.S. Presidents on healthcare .
- Board skills matrix: Healthcare & medical operations; corporate governance; government & veterans affairs; regulatory & compliance; strategy & M&A; independence designated .
Equity Ownership
| Metric | Figure |
|---|---|
| Beneficial ownership (3/31/2025) | 21,802 shares; <1% of outstanding |
| Unvested RSUs held (12/31/2024) | 27,188 units |
| Stock options held | 13,200 options (fully vested) |
| Director stock ownership guideline | 5x annual cash retainer; five years to comply; RSUs count toward guideline |
| Hedging/pledging | Directors prohibited from hedging or pledging Company securities |
Governance Assessment
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Strengths
- Independent director with deep health system expertise; service on Nominating & Corporate Governance Committee supports board refreshment/ESG oversight .
- Solid engagement: attendance ≥75% and participation in regular executive sessions of independent directors .
- Alignment mechanisms: director ownership guideline (5x retainer), anti‑hedging/pledging policy, and standardized cash/equity mix benchmarked by an independent consultant .
- Shareholder sentiment: Say‑on‑Pay support ~98% in 2024, signaling investor confidence in compensation oversight broadly (context for governance climate) .
-
Risks / Watch items
- Controlled company with dual‑class voting through 2027; absence of a Lead Independent Director despite investor feedback to consider one .
- Related‑party exposure: Amwell provides services to Cleveland Clinic, where Cosgrove is Executive Advisor—potential perceived conflict mitigated by a formal related‑party policy and Audit Committee review .
- Sector adjacency: External public board at Hims & Hers (consumer digital health) could raise competitive adjacency optics; no specific AMWL conflict disclosed .
RED FLAGS (monitor): Controlled-company dynamics/no Lead Independent Director; related‑party ties via Cleveland Clinic; sector adjacency via Hims & Hers board seat .