Adam C. Vandervoort
Teladoc HealthAbout Adam C. Vandervoort
Adam C. Vandervoort (age 50) is Chief Legal Officer and Secretary of Teladoc Health, serving since February 2015; he oversees legal, governance, securities law, IP, privacy, and serves as Board secretary. He holds a J.D. from the University of Pennsylvania Law School, and AM and AB degrees from the University of Chicago; he is admitted to practice law in California, Connecticut, and New York, and has served on the Stamford (CT) Municipal Board of Ethics . Company performance context for 2024: Teladoc reported $2.6B total revenue and $311M adjusted EBITDA (12.1% margin) . For 2024 performance share units (PSUs), Teladoc did not meet threshold goals for adjusted EBITDA or free cash flow (0% earned), 2023 revenue PSUs (0% earned), and 2022 adjusted EBITDA margin PSUs (0% earned), highlighting rigorous targets and pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Teladoc Health, Inc. | Chief Legal Officer and Secretary | 2015–present | Leads all legal matters incl. government affairs, governance, securities law, IP, privacy; Board secretary |
| Independence Holding Company | Corporate Vice President, General Counsel & Secretary | 2006–2015 | Senior legal leadership for a diversified insurance group |
| Paul Hastings LLP | Associate Attorney, Corporate Practice | 2004–2006 | Corporate transactions/legal advisory |
| FedEx Corporation | Staff Attorney | 2002–2004 | In-house legal support |
| Sullivan & Cromwell LLP | Associate Attorney, Corporate Practice | 1999–2002 | Corporate transactions/legal advisory |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Municipal Board of Ethics (Stamford, CT) | Member | Not disclosed | Oversight of municipal ethics program |
| State Bars: CA, CT, NY | Attorney admission | — | Licensure enabling multi-jurisdictional legal leadership |
Fixed Compensation
| Year | Base salary level ($) | % increase |
|---|---|---|
| 2023 | 450,000 | — |
| 2024 | 470,000 | 4.4% |
| 2025 | 500,000 | 6.4% |
| Year | Salary earned ($) | Bonus ($) | Non‑equity incentive plan ($) | All other comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 425,000 | — | 153,700 | 12,200 | 5,280,883 |
| 2023 | 446,667 | — | 226,000 | 13,200 | 3,535,845 |
| 2024 | 466,667 | 94,000 | 130,000 | 13,800 | 2,634,319 |
Performance Compensation
Annual Cash Bonus
| Item (2024) | Detail |
|---|---|
| Target bonus (% of base) | 55% |
| Target bonus ($) | 258,500 |
| Maximum bonus ($) | 517,000 |
| Actual non‑equity incentive paid ($) | 130,000 |
| Additional bonus line item ($) | 94,000 |
Corporate bonus metrics and outcomes for 2024:
| Metric ($ millions) | Threshold | Target | Maximum | 2024 Performance | Achievement |
|---|---|---|---|---|---|
| Revenue | 2,602 | 2,766 | 2,930 | 2,570 | 0% |
| Adjusted EBITDA (ex‑bonus) | 390 | 462 | 538 | 337 | 0% |
| Operational OKRs | — | — | — | — | 66% |
Notes:
- Executive annual targets emphasized revenue and adjusted EBITDA; segment leaders also had segment metrics (revenue, bonus margin, bookings for Integrated Care) .
- Committee set targets above the high end of the February 2024 outlook; payouts range 0–200% of target based on results .
Equity Awards (2024 Grants)
| Award type | Grant date | Shares (target) | Grant date fair value ($) | Vesting |
|---|---|---|---|---|
| RSUs | 3/19/2024 | 64,200 | 964,926 | 1/3 on 3/19/2025; remaining 2/3 in 8 equal quarterly installments beginning 6/1/2025, subject to continued employment and potential accelerated vesting under CIC/termination provisions |
| PSUs (EBITDA 40%, FCF 10%, Revenue 50%) | 3/19/2024 | 64,200 | 964,926 | EBITDA/FCF PSUs: if earned, 1/3 vests 3/19/2025; 2/3 in 8 equal quarterly installments starting 6/1/2025. Revenue PSUs (2025 performance): if earned, 2/3 vests 3/1/2026; 1/3 in 4 equal quarterly installments thereafter |
PSU performance details:
| PSU metric | Weight | Threshold | Target | Maximum | Performance | Achievement |
|---|---|---|---|---|---|---|
| 2024 Adjusted EBITDA | 40% | 328 | 395 | 462 | 311 | 0% |
| 2024 Free Cash Flow | 10% | 193 | 255 | 317 | 170 | 0% |
| 2025 Revenue | 50% | Not disclosed | Not disclosed | Not disclosed | In progress | Determination pending; forward targets undisclosed |
Historical PSU determinations affecting 2024 vesting:
| Grant year | Metric | Threshold | Target | Maximum | Performance | Achievement |
|---|---|---|---|---|---|---|
| 2023 | Revenue (FY2024) | 2,725 | 2,868 | 3,011 | 2,570 | 0% earned |
| 2022 | Adjusted EBITDA margin (FY2024) | 14.75% | 15.75% | 16.75% | 12.09% | 0% earned |
Equity Ownership & Alignment
Beneficial Ownership (as of March 27, 2025)
| Holder | Shares | Options (exercisable within 60 days) | RSUs (vesting within 60 days) | Total | % of class |
|---|---|---|---|---|---|
| Adam C. Vandervoort | 64,308 | 90,637 | — | 154,945 | <1% |
Outstanding Equity Awards at FY‑End 2024 (Vandervoort)
| Award | Grant date | Exercisable | Unexercisable | Exercise price ($) | Expiration | Unvested shares/units | Market value ($) | Unearned PSUs | PSU market value ($) |
|---|---|---|---|---|---|---|---|---|---|
| Stock options | 6/1/2022 | 65,639 | 13,129 | 32.62 | 5/31/2032 | — | — | — | — |
| Stock options | 3/1/2018 | 14,058 | — | 38.55 | 3/1/2028 | — | — | — | — |
| RSUs | 3/19/2024 | — | — | — | — | 64,200 | 583,578 | — | — |
| PSUs (tranche A) | 3/19/2024 | — | — | — | — | — | — | 32,100 | 291,789 |
| PSUs (tranche B) | 3/19/2024 | — | — | — | — | — | — | 32,100 | 291,789 |
Policy alignment:
- Stock ownership guidelines: all other executive officers must hold 3x base salary within five years of appointment; CEO 5x; non‑employee directors 3x annual board cash retainer .
- Hedging and pledging prohibited under the Insider Trading Compliance Policy (applies to all officers, directors, employees) .
- Clawback policy applies to executive officers; awards subject to recoupment upon material restatement under applicable law and company policy .
Employment Terms
Severance and Change‑in‑Control Economics (assuming event on 12/31/2024; stock price $9.09)
| Scenario | Cash severance ($) | Benefit continuation ($) | Equity awards ($) | Total ($) |
|---|---|---|---|---|
| Involuntary termination | 470,000 | 37,366 | 572,880 | 1,080,246 |
| Change in control (no termination) | — | — | 314,993 | 314,993 |
| Termination in connection with change in control | 858,500 | 37,366 | 1,282,192 | 2,178,058 |
Additional governance and plan terms:
- No tax gross‑ups for excise taxes under Sections 280G/4999; no option/SAR repricing without stockholder approval; options/SARs granted at or above fair market value .
- Independent compensation consultant (Aon) supports the Compensation Committee; Committee assessed adviser independence; no conflicts in 2024 .
- Compensation peer group updated with Aon input to align with Teladoc’s revenue and market cap; 2024 peers include Akamai, DocuSign, Dropbox, Euronet, Evolent, Maximus, Medpace, Nutanix, Okta, OpenText, Privia Health, RingCentral, Splunk, Twilio .
Investment Implications
- Pay-for-performance rigor: 2024 EBITDA and FCF PSUs and earlier PSU cycles paid 0% due to performance below threshold; this reduces near‑term windfalls and aligns incentives with profitability and cash generation .
- Vesting cadence and potential supply: 2024 RSUs and any earned PSUs vest one‑third on initial dates with remaining tranches quarterly thereafter (RSUs from 6/1/2025; Revenue PSUs from 3/1/2026), creating a steady vesting cadence that can contribute to periodic insider liquidity windows, subject to trading policies and blackout periods .
- Alignment and risk controls: Beneficial ownership is <1% of shares outstanding, but combined equity (unvested RSUs/PSUs, options) ties value to long‑term equity performance; hedging and pledging prohibitions, robust clawbacks, and no gross‑ups reduce governance risk and align with shareholder‑friendly practices .
- Retention dynamics: 2025 base salary increase to $500,000 and ongoing multi‑year vesting promote retention; however, repeated zero‑payout PSUs heighten the importance of future goal calibration and execution against 2025 revenue targets for realized value .
Notes on 2024 Compensation Structure and Metrics
- Bonus pool metrics encompassed revenue, adjusted EBITDA (ex‑bonus), and operational OKRs; corporate revenue and adjusted EBITDA (ex‑bonus) achieved 0% of goals, with OKRs at 66% for 2024 .
- 2024 PSU design weighted toward longer‑term revenue (50% on 2025 revenue) and near‑term profitability/cash generation (40% adjusted EBITDA 2024; 10% free cash flow 2024); earned PSUs vest over three years to reinforce retention .
Data sources: Teladoc Health 2025 Proxy Statement (DEF 14A), filed April 8, 2025.