Carlos Nueno
Teladoc HealthAbout Carlos Nueno
Carlos Nueno, 51, is President, International at Teladoc Health, serving since July 2018. He oversees strategic direction, operations and client management for international markets. He co‑founded and led Advance Medical (1999–2018) and previously worked at Gemini Consulting. He holds an MBA from IESE and a bachelor’s in Industrial and Mechanical Engineering from the Polytechnic University of Catalonia. In 2024, Teladoc delivered $2.6B revenue and $311M adjusted EBITDA (12.1% margin), with International revenue of $410M up 12%, which informed incentive outcomes across executives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Teladoc Health | President, International | 2018–present | Leads strategy, operations and client management across international markets |
| Advance Medical | Co‑founder, CEO | 1999–2018 | Built global tele‑medical services; business acquired by Teladoc in 2018 |
| Gemini Consulting | Consultant | 1999–2000 | Strategy consulting experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Barcelona Global | Supervisory Board Member | Current | Civic/industry engagement in Barcelona |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary (USD) | $447,700 | $488,103 (set in euros; effective Jan 1, 2024) | $564,566 (set in euros) |
| Target Bonus (% of salary) | — | 75% after Aug 2024 (initially 65%) | — |
| Actual Annual Cash Bonus (USD) | — | $410,878 (100% of target; paid for 2024 performance) | — |
| Retention Bonus (USD) | — | $97,527 (one‑time; granted Apr 26, 2024) | — |
- 2024 base pay converted from €451,083 at $1.08207/€; in August 2024 the Committee increased salary to €500,000 reflecting expanded responsibilities .
- 2025 base pay is €521,746 converted using the same $1.08207/€ average as 2024 .
Perquisites (2024):
| Item | Amount (USD) |
|---|---|
| Social security benefit | $16,200 |
| Health insurance premiums | $6,704 |
| Life insurance premiums | $15,488 |
| Company car usage | $13,556 |
| Meal allowance | $2,880 |
| Tax gross‑ups | $30,160 |
Performance Compensation
Cash bonus architecture (2024):
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| International Segment Results (Revenue, Bonus Margin) | 100% (Nueno allocation) | Not disclosed | Not disclosed | 100% of target (Nueno) | N/A |
Long‑term equity (2024 PSU program for NEOs):
| PSU Metric | Weighting | Threshold | Target | Maximum | 2024 Performance | Payout | Vesting Schedule |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA (2024) | 40% | $328M | $395M | $462M | $311M | 0% | Would have vested 1/3 on 3/19/2025, 2/3 quarterly from 6/1/2025; none earned |
| Free Cash Flow (2024) | 10% | $193M | $255M | $317M | $170M | 0% | Would have vested 1/3 on 3/19/2025, 2/3 quarterly from 6/1/2025; none earned |
| Revenue (2025) | 50% | Not disclosed | Not disclosed | 200% cap | In progress | TBD | 2/3 vests 3/1/2026; 1/3 quarterly thereafter |
Other PSU outcomes:
- 2023 Revenue PSUs (performance period ending 2024): not earned (below threshold) .
- 2022 Adjusted EBITDA Margin PSUs (3‑yr period ending 2024): not earned (12.09% vs 14.75% threshold) .
Equity Ownership & Alignment
Beneficial ownership (as of March 27, 2025):
| Category | Shares/Units |
|---|---|
| Shares owned | 12,891 |
| Options exercisable within 60 days | 45,718 |
| RSUs vesting within 60 days | — |
| Total beneficial ownership | 58,609 (less than 1% of class) |
Outstanding awards at FY‑end 2024 (Nueno):
| Award Type | Grant Date | Unvested/Unearned (#) | Notes |
|---|---|---|---|
| RSUs (time‑based) | 3/19/2024 | 54,675 | RSUs vest 1/3 on first anniversary, then in eight equal quarterly installments |
| PSUs (Revenue 2025) | 3/19/2024 | 27,337 | 2/3 vest 3/1/2026; remainder quarterly thereafter (if earned) |
| PSUs (Adj. EBITDA/FCF 2024) | 3/19/2024 | 27,338 | Not earned; would have vested per schedule if achieved |
| Stock Options | 6/1/2022 | 39,183 exercisable; 7,842 unexercisable; $32.62 strike; exp. 5/31/2032 |
2024 vesting and realizations:
| Type | Shares Vested | Value Realized (USD) |
|---|---|---|
| Stock awards | 36,038 | $463,444 |
Stock ownership governance:
- Executive stock ownership guidelines: 3x base salary for executive officers (CEO 5x); compliance period applies per role .
- Insider trading policy prohibits hedging and pledging of company stock .
- Clawback policy (SEC/NYSE compliant) applies to incentive‑based compensation for restatements over prior 3 years .
Employment Terms
Severance & change‑of‑control (Spain‑based services agreement):
| Scenario | Cash | Benefits | Equity Treatment |
|---|---|---|---|
| Termination without cause / resignation for good reason | 18 months base salary; prior‑year unpaid bonus | Continued benefits up to 18 months (car, computer/phone, private health insurance for executive & family, life insurance) | Accelerated vesting of time‑based awards scheduled within next 12 months; performance‑based awards remain eligible if conditions are met during that 12‑month period |
| Termination in connection with/within 12 months after change in control | 18 months base salary; prior‑year unpaid bonus; lump‑sum of 75% of target bonus for year of termination | Continued benefits up to 18 months | Accelerated vesting of time‑based awards; performance‑based awards remain eligible if conditions thereafter satisfied; PSUs earned at ≥ target or based on expected performance at CoC determination |
Quantified severance (assuming event on Dec 31, 2024; stock $9.09):
| Triggering Event | Cash Severance (USD) | Benefit Continuation (USD) | Equity Awards (USD) | Total (USD) |
|---|---|---|---|---|
| Involuntary termination | $811,553 | $57,944 | $451,236 | $1,320,732 |
| Change in control (earn‑in of PSUs per plan) | — | — | $250,194 | $250,194 |
| Termination in connection with change in control | $1,115,885 | $57,944 | $1,029,187 | $2,203,015 |
Restrictive covenants:
- Non‑compete & non‑solicit: 18 months post‑termination (scope defined for international markets) .
Investment Implications
- Pay‑for‑performance linkage: Nueno’s cash bonus was fully tied to International segment metrics and paid 100% of target for 2024, while company‑wide EBITDA/FCF PSUs paid zero—indicating segment execution but stringent enterprise performance hurdles for equity .
- Vesting cadence: 54,675 RSUs granted in 2024 vest over three years, with 36,038 shares vested in 2024 across prior awards; periodic vesting can add supply, though hedging/pledging is prohibited by policy .
- Alignment and risk: Beneficial ownership is modest (<1%); guidelines require 3x salary equity holdings; clawback policy reduces misconduct risk; however, change‑of‑control terms include cash and accelerated equity, and perquisite tax gross‑ups indicate some shareholder‑unfriendly elements in benefits .
- Governance backdrop: Strong say‑on‑pay support (91.6% in 2022, 81.9% in 2023, 95.9% in 2024) suggests investor acceptance of pay structures; equity awards are performance‑weighted, but recent PSU non‑payouts underline ambitious targets amid mixed macro/commercial conditions .