Charles Divita III
Teladoc HealthAbout Charles Divita III
Charles “Chuck” Divita III (age 55) has served as Chief Executive Officer of Teladoc Health and as a director since June 10, 2024; he holds B.S. degrees in Accounting and Finance from Florida State University and is a Certified Public Accountant . Prior to Teladoc, he was EVP, Commercial Markets and previously CFO at GuideWell/Florida Blue, and CFO at FPIC Insurance Group; earlier roles include Prudential Financial and Arthur Andersen . Teladoc Health’s 2024 performance: revenue $2.6B and adjusted EBITDA $311M (12.1% margin), with international revenue up 12% and cash and equivalents up 16%—useful context for pay-for-performance framing .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| GuideWell/Florida Blue | EVP, Commercial Markets | 2018–2024 | Responsible for ~$23B revenue; accountable for individual and employer group businesses and supporting functions . |
| GuideWell/Florida Blue | SVP, Chief Financial Officer | 2014–2018 | Led finance for Florida’s leading health plan; progressed from CAO roles since 2011 . |
| FPIC Insurance Group | Chief Financial Officer; prior roles | 2006–2011 (CFO); 2000–2006 (other) | CFO of a publicly traded P&C insurer focused on medical professional liability . |
| Prudential Financial | Management roles | 1996–2000 | Financial/management roles at a large insurer . |
| Arthur Andersen LLP | Public accounting | 1991–1996 | Audit/accounting foundation (CPA) . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Vim | Director | 2025–present; also 2021–2024 . |
| Availity | Director | 2018–2024 . |
| Prime Therapeutics | Director | 2018–2024 . |
Fixed Compensation
| Metric | 2024 | 2025 |
|---|---|---|
| Base salary ($) | $800,000 annual rate; $450,000 paid in 2024 (partial year in SCT) | $800,000 |
| Target bonus (% of base) | 100% (prorated for 2024) | 100% |
| Actual annual bonus ($) | $448,087 (100% of prorated target) | — |
Notes: 2024 bonus for Mr. Divita was prorated from his June 10 start date and paid at 100% of his prorated target based on objectives in his offer letter .
Performance Compensation
Annual Incentive (2024 outcomes)
| Corporate metric | Threshold | Target | Max | 2024 performance | Payout result |
|---|---|---|---|---|---|
| Revenue ($mm) | $2,602 | $2,766 | $2,930 | $2,570 | 0% |
| Adjusted EBITDA ex-bonus ($mm) | $390 | $462 | $538 | $337 | 0% |
| Operational OKRs (weighted set) | — | — | — | — | 66% |
- Committee adjusted bonuses to reflect operating model changes and retention considerations; Divita’s bonus paid at 100% of prorated target per offer objectives .
Long-Term Incentives (2024 grants and vesting)
| Award | Grant date | Shares/Target | Vesting/Performance |
|---|---|---|---|
| RSUs (inducement) | 6/10/2024 | 469,924 | 1/3 on 6/10/2025; remainder in 8 equal quarterly installments over next 2 years . |
| PSUs – 2025 Adjusted EBITDA (CEO “EBITDA PSUs”) | 6/10/2024 | Part of 939,849 target total | Earn based on 2025 adjusted EBITDA; 7/12 vest 3/10/2026; 5/12 vest quarterly over following 15 months; 0–300% payout range . |
| PSUs – 2025–2027 Revenue CAGR | 6/10/2024 | Part of 939,849 target total | Earn based on 2025–2027 revenue CAGR; vest 3/1/2028; 0–300% payout with TSR cap if 2025–2027 TSR < 0% . |
- Company-wide PSU outcomes impacting peers (rigor signal): 2024 EBITDA PSU and FCF PSU achieved 0%; 2023 Revenue PSU achieved 0%; 2022 AEBITDA Margin PSU achieved 0% .
2024 PSU design for NEOs (context)
| Metric | Weight | Threshold | Target | Max | 2024 performance | Payout |
|---|---|---|---|---|---|---|
| 2024 Adjusted EBITDA ($mm) | 40% | $328 | $395 | $462 | $311 | 0% |
| 2024 Free Cash Flow ($mm) | 10% | $193 | $255 | $317 | $170 | 0% |
| 2025 Revenue ($mm) | 50% | — | — | — | Performance period open | TBD . |
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 |
|---|---|---|---|---|---|
| Charles Divita III | — | — | — | — | <1% |
- Stock ownership guidelines: CEO must hold equity equal to 5x base salary by the fifth anniversary of appointment .
- Hedging/pledging: Prohibited under Insider Trading Compliance Policy (no pledging company stock as collateral; no hedging) .
- Clawback: SEC/NYSE-compliant clawback for incentive compensation upon financial restatement (3-year lookback) .
Outstanding equity awards (12/31/2024 snapshot)
| Award | Unvested/Unearned units (#) | Reported market value ($) |
|---|---|---|
| RSUs (6/10/2024) | 469,924 | 4,271,609 |
| PSUs (component 1) | 704,887 | 6,407,423 |
| PSUs (component 2) | 234,962 | 2,135,805 |
Note: PSUs above reflect target/allocated tranches from the 939,849 CEO PSU inducement; vesting/performance terms described in Performance Compensation section .
Employment Terms
| Term | Detail |
|---|---|
| Start date; roles | CEO and director effective June 10, 2024 . |
| Base/bonus; relocation | $800,000 base; 100% target bonus (max 200%); $20,000/month relocation for first 12 months . |
| Severance (no CIC) | If terminated without cause or resigns for good reason: 18 months base salary; prorated current-year bonus; prior-year earned bonus; up to 18 months COBRA; time-based equity that would vest in next 12 months vests; performance awards remain eligible during 12 months; inducement PSUs deemed at least target for qualifying termination . |
| Severance (CIC + qualifying termination within 12 months) | Above, plus lump-sum 100% target bonus; all time-based equity fully vests; performance awards remain eligible; inducement PSUs deemed at least target . |
| Restrictive covenants | 18-month non-compete and non-solicit; broad geographic scope; non-disparagement; resignation from board upon termination . |
| Arbitration; law | JAMS arbitration; New York law and Westchester County venue . |
| 280G treatment | “Cutback” to avoid excise tax; no gross-up . |
| Indemnification | Standard indemnification agreement . |
Board Governance
- Board service: Director since June 2024; currently serves solely as CEO/director (not a committee member); the Board Chair is independent (David B. Snow, Jr.) and roles are separated .
- Independence: 8 of 9 nominees are independent; the only non-independent director is the CEO, Charles Divita III .
- Attendance: All current directors attended ≥75% of 2024 meetings; Board held 13 meetings in 2024 .
- Director compensation: As CEO, Mr. Divita received no compensation for director service; director pay applies to non-employee directors only .
- Governance policies: Majority voting in uncontested elections; proxy access; no hedging/pledging; stock ownership guidelines; clawback policy .
Compensation Structure Analysis
- Mix and risk: CEO package heavily equity-based (inducement RSUs/PSUs $15M target) aligning with shareholder outcomes; PSUs up to 300% for stretch, including a TSR cap on the Revenue CAGR PSUs if 2025–2027 TSR is negative .
- Annual incentives vs. performance: 2024 corporate financial targets (revenue and adj. EBITDA ex-bonus) were missed (0% payout on those factors); committee adjusted to reflect structural changes and retention—Divita received 100% of prorated target per offer objectives .
- Long-term rigor: 2024 EBITDA and FCF PSUs, 2023 revenue PSUs, and 2022 AEBITDA margin PSUs all paid 0%, evidencing stringent targets and pay-performance linkage .
- Shareholder alignment safeguards: No hedging/pledging; robust clawback; CEO stock ownership requirement 5x salary within five years .
- Golden parachute economics: Double-trigger CIC with 18 months’ salary and 100% target bonus plus equity vesting; 280G cutback (no tax gross-up) is shareholder-friendly relative to legacy gross-ups .
Equity Ownership & Potential Selling Pressure Considerations
- Near-term vesting: 1/3 of RSUs vest on June 10, 2025, then quarterly thereafter—creating scheduled liquidity events (subject to trading windows/10b5-1 plans) .
- Beneficial ownership: As of March 27, 2025, Divita had no vested/near-vested holdings countable within 60 days; first RSU vest occurs June 2025 .
Say‑on‑Pay & Peer Benchmarking
- Say-on-Pay outcomes: Stockholders approved executive compensation with 95.9% support in 2024 (81.9% in 2023; 91.6% in 2022) .
- Peer group: Committee, advised by Aon, benchmarked against healthcare tech/SaaS peers (e.g., Akamai, DocuSign, Dropbox, Euronet, Evolent, Maximus, Medpace, Nutanix, Okta, OpenText, Privia, RingCentral, Splunk, Twilio) with emphasis on size/growth comparability .
Employment Terms (Key Severance & Change‑of‑Control Economics – Summary Table)
| Scenario | Cash | Health | Equity |
|---|---|---|---|
| Termination without cause / Good reason (no CIC) | 18 months base; prorated current-year bonus; prior-year earned bonus | Up to 18 months COBRA | Time-based equity scheduled within 12 months vests; performance awards eligible during 12 months; inducement PSUs at least target . |
| CIC + termination within 12 months | Above, plus 100% target bonus lump sum | Up to 18 months COBRA | All time-based awards fully vest; performance awards remain eligible; inducement PSUs at least target . |
Board Service, Committees, and Dual‑Role Implications
- Board service history: Director since June 2024; no committee assignments (typical for sitting CEOs to avoid independence conflicts) .
- Dual‑role implications: CEO and director roles are partially mitigated by an independent Chairman (Snow) and 89% independent board composition; committee membership (Audit, Compensation, NCG) is fully independent per NYSE/SEC rules .
Risk Indicators & Red Flags
- Governance and legal: No hedging/pledging; clawback compliant; majority independent board with separated Chair/CEO roles—mitigates concentration risk .
- Compensation risks: No 280G gross-up; use of stringent PSUs produced 0% vesting on multiple cycles—evidence of performance calibration rather than repricing; no options granted in 2024 .
- Related-party oversight: Board discloses and reviews related-party transactions; an example involves the independent Chairman’s company with clear dollar disclosure and audit committee oversight framework .
Investment Implications
- Alignment and retention: Large, performance‑weighted inducement award (two‑thirds PSUs) plus five‑year 5x salary ownership guideline and strict no‑pledging policy indicate strong alignment; 18‑month non‑compete and severance economics reduce near‑term attrition risk during strategic transition .
- Execution signal: 2024 incentive outcomes (multiple PSUs at 0%) underscore high hurdle rates; CEO PSUs tied to 2025 EBITDA and 2025–2027 revenue CAGR place meaningful pay at risk against profitability and growth, with TSR guardrail on CAGR tranche—supportive of shareholder value orientation .
- Trading dynamics: First RSU vest on June 10, 2025 and subsequent quarterly vesting may create periodic liquidity; no immediate ownership‑within‑60‑days as of March 27, 2025 reduces near‑term insider selling concerns before June 2025 .
- Governance quality: Separated Chair/CEO roles, high board independence, and strong shareholder votes on pay (96% in 2024) reduce governance discount risk; 280G cutback avoids gross‑up optics .