Catherine A. Jacobson

About Catherine A. Jacobson

Independent director of Teladoc Health since February 2020; age 61. Former CEO and CFO with >30 years in healthcare operations and finance, including CEO of Froedtert ThedaCare Health and senior finance roles at Rush University Medical Center. Education: BS in Accounting (Bradley University); Honorary Doctor of Healthcare Leadership (University of Wisconsin–Milwaukee). Designated Audit Committee financial expert; serves on Audit and Quality of Care & Patient Safety Committees .

Past Roles

External Roles

Board Governance

• Independence: Independent director since Feb 2020; Board has 8 of 9 nominees independent; independent Board Chair (David B. Snow, Jr.) .
• Committees: Audit (member; financial expert), Quality of Care & Patient Safety (member) .
• Attendance: All directors attended at least 75% of 2024 Board/committee meetings; all directors at the time attended the 2024 annual meeting .
• Executive sessions: Regular sessions of independent directors without management .
• 2024 meeting cadence: Board 13; Audit 6; Compensation 11; NCGC 8; QC&PS 4; Executive 6 .

Fixed Compensation

• Program structure (2024): Cash retainer + committee retainers; no meeting fees; no compensation for Executive Committee service; annual awards reviewed vs peer group by Compensation Committee with consultant Aon .
• Cash retainer schedule (2024): Board $45,000; Chairman $50,000; Committee Chairs—Audit $20,000, Compensation $20,000, NCGC $10,000, QC&PS $10,000; Committee Members—Audit $10,000, Compensation $7,500, NCGC $5,000, QC&PS $5,000 .

Performance Compensation

• Director equity: RSUs only (no options); Initial Award $250,000 at appointment; Annual Award $200,000 at annual meeting; RSUs vest time-based (annual grants vest by first anniversary or before next annual meeting); all unvested RSUs accelerate upon change in control (single-trigger) .
• Deferred Compensation Plan available to directors (deferral of RSUs into DSUs with dividend equivalents; specified distribution events) .

Other Directorships & Interlocks

• Related-party transactions: Only disclosed related-party transaction involves Cedar Gate (CEO of Cedar Gate is TDOC Board Chair David Snow; $517,250 paid in 2024 under a ~$6.3M three-year contract; option to terminate after one year). Audit Committee reviews/approves related-party transactions; no transactions linked to Jacobson disclosed .

Expertise & Qualifications

• Financial expertise: Audit Committee financial expert designation; extensive CFO experience .
• Healthcare leadership: Former CEO of Froedtert ThedaCare; senior roles at Rush .
• Recognitions: Gail L. Warden Leadership Excellence Award (2024); Modern Healthcare Top 25 Women Leaders (2021–2022); 100 Most Influential (2019, 2022, 2023); Wisconsin Business Hall of Fame inductee .
• Education: BS in Accounting (Bradley); Honorary Doctorate (UW–Milwaukee) .

Equity Ownership

• Ownership guidelines: Non-employee directors must hold stock equal to 3× annual Board cash retainer; hedging/pledging prohibited by Insider Trading Policy .
• Deferred holdings: No footnote indicating deferred RSUs for Jacobson as of 12/31/2024; DSU plan available .

Say-on-Pay & Shareholder Voting Signals

Compensation Committee Analysis (Context for governance)

• Consultant: Aon HCS engaged; Compensation Committee concluded no conflicts; Aon advises on director/executive pay and peer groups .
• Peer group: Committee maintains and reviews peers; applies market data in program design; director comp reviewed vs peers .

Governance Assessment

• Strengths:

  • Independent director with deep healthcare finance/operations; Audit Committee financial expert designation supports audit oversight quality .
  • High shareholder support in 2024 director election and strong Say-on-Pay approval trend, signaling investor confidence .
  • Robust board practices: independent Chair, regular executive sessions, comprehensive committee charters; attendance ≥75% across directors in 2024 .
  • Alignment mechanisms: director stock ownership guideline (3× cash retainer) and prohibition of hedging/pledging .

• Potential concerns/RED FLAGS:

  • Single-trigger acceleration for director RSUs upon change of control (unvested equity vests without a termination condition), which some investors view as misaligned in control transactions .
  • Board-related party transaction with Cedar Gate (Chair’s company); while reviewed under policy, interlocks can present perceived conflict risk; no Jacobson involvement disclosed .

• Neutral/observations:

  • Director equity is time-based RSUs (no performance conditions), standard for directors but reduces explicit pay-for-performance linkage at the board level .
  • No public company directorships disclosed for Jacobson (reduces overboarding risk) .

• Attendance and engagement:

  • 2024 Board and committee meetings robust cadence; directors met attendance expectations; independent-only sessions held regularly .

• Policy safeguards:

  • Related-party transactions reviewed by Audit Committee; directors cannot approve transactions to which they are a related party .
  • Insider Trading Policy prohibits hedging/pledging; stock ownership guidelines enforce alignment .