David B. Snow, Jr.
Teladoc HealthAbout David B. Snow, Jr.
Independent Chairman of the Board at Teladoc Health since December 2014 and director since February 2014; age 70. Currently Chairman and CEO of Cedar Gate Technologies; previously Chairman and CEO of Medco Health Solutions with leadership roles at WellChoice (Empire Blue Cross and Blue Shield) and Oxford Health Plans. Education: MHA from Duke University and BS in Economics from Bates College. The Board cites his broad healthcare experience and core business skills in finance, operations, and strategic planning as key credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cedar Gate Technologies | Chairman & CEO | 2014–present | Leads analytics and IT for value-based care |
| Medco Health Solutions, Inc. | Chairman & CEO | 2003–2012 | Led strategic direction; industry leader and innovator |
| WellChoice (Empire BCBS) | Various leadership | Not disclosed | Health plan leadership roles |
| Oxford Health Plans | Various leadership | Not disclosed | Health plan leadership roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Premise Health | Director | Current | Corporate governance oversight |
| Duke University Fuqua School of Business Board of Visitors | Board member; Chairman (prior) | Chairman 2008–2014 | Advisory role to business school |
| Pitney Bowes | Director | 2006–2019 | Public company board experience |
| CareCentrix | Director | 2014–2018 | Post-acute healthcare services |
| Medco Health Solutions, Inc. | Director | 2003–2012 | Public company director |
Board Governance
- Independent status: Eight of nine 2025 director nominees are independent; Snow is independent and serves as Chairman of the Board .
- Committee assignments and chair roles (2025): Compensation Committee member; Nominating & Corporate Governance Committee member; Executive Committee Chair .
- Board leadership structure: Independent Chair separate from CEO; regular executive sessions of independent directors .
- Attendance: All current directors attended at least 75% of 2024 Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- 2024 meeting cadence (counts): Board 13; Audit 6; Compensation 11; Nominating & Corporate Governance 8; Quality of Care & Patient Safety 4; Executive 6 .
| 2024 Board & Committee Meetings | Count |
|---|---|
| Board | 13 |
| Audit | 6 |
| Compensation | 11 |
| Nominating & Corporate Governance | 8 |
| Quality of Care & Patient Safety | 4 |
| Executive | 6 |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees earned/paid in cash ($) | $107,500 | $107,500 |
| Stock awards ($) | $225,002 | $199,997 |
| Total ($) | $332,502 | $307,497 |
Non-Employee Director Compensation Program parameters:
- Annual cash retainers: Board $45,000; Chairman $50,000; Committee chair—Audit $20,000, Compensation $20,000, Nominating & Corporate Governance $10,000, Quality of Care & Patient Safety $10,000; Committee members—Audit $10,000, Compensation $7,500, Nominating & Corporate Governance $5,000, Quality of Care & Patient Safety $5,000 .
- Equity awards: Initial RSU grant $250,000; Annual RSU grant $225,000 in 2024 and reduced to $200,000 in 2025; RSUs vest on the earlier of first anniversary or immediately prior to the next annual meeting; unvested RSUs vest upon change in control .
| Equity Award Program | 2024 | 2025 |
|---|---|---|
| Initial award ($) | $250,000 | $250,000 |
| Annual award ($) | $225,000 | $200,000 |
| Vesting | Annual RSUs vest ~1 year; change-in-control accelerates unvested RSUs | Same terms; change-in-control acceleration maintained |
Deferred Compensation: Directors may defer restricted stock/RSUs into deferred stock units with dividend equivalents; distributions at separation (30 days/5/10 years), change-in-control, or death, subject to Section 409A rules .
Performance Compensation
- Directors do not receive performance-based cash or PSU awards; equity is time-based RSUs with change-in-control acceleration .
- Director stock ownership guidelines: Non-employee directors must hold shares equal to 3x annual Board cash retainer; compliance timelines apply during tenure .
- Insider trading policy prohibits hedging and pledging of company stock for directors and officers .
| Director Equity Terms | Value/Policy | Notes |
|---|---|---|
| Equity type | RSUs (time-based) | No performance PSUs for directors |
| Change-in-control | Unvested RSUs accelerate | Applies to Initial/Annual awards |
| Ownership guideline | 3x annual Board cash retainer | Applies to all non-employee directors |
| Hedging/pledging | Prohibited by policy | Applies to directors/officers |
Other Directorships & Interlocks
- Related-party transaction: Teladoc contract with Cedar Gate (Snow is CEO and ~10% owner) for data/value-based analytics tools; total contract ~$6.3M over three years with termination option after one year; $517,250 paid in 2024. Audit Committee reviews RPTs for conflicts; Snow excluded from approval on related transactions .
- External public boards: Prior public company boards include Pitney Bowes (2006–2019) and Medco Health Solutions (2003–2012) .
Expertise & Qualifications
- Board concluded Snow brings broad healthcare industry experience and significant skills in finance, operations, and strategic planning .
- Teladoc board has robust governance with independent chair, majority independent directors, and multiple audit committee financial experts; regular executive sessions and annual evaluations .
Equity Ownership
| Holding Type (as of Dec 31, 2024) | Quantity |
|---|---|
| Stock options (#) | 33,720 |
| Stock awards (#) | 17,467 |
Ownership guidelines: 3x annual Board cash retainer; hedging/pledging prohibited .
Shareholder Voting Signals
- Director election (2024 Annual Meeting): Snow received 78,319,070 For; 11,431,566 Against; 180,993 Abstentions; broker non-votes 33,206,768 .
- Say-on-Pay advisory approval: significant support in recent years—2022: 91.6%; 2023: 81.9%; 2024: 95.9% .
| Vote Outcome | 2024 |
|---|---|
| Snow re-election—For | 78,319,070 |
| Snow re-election—Against | 11,431,566 |
| Snow re-election—Abstain | 180,993 |
| Say-on-Pay approval (%) | 95.9% |
Compensation Committee Analysis
- Committee composition (2025): Chair J. Eric Evans; members Thomas G. McKinley, David L. Shedlarz, David B. Snow, Jr.; all independent .
- Consultant: Aon engaged; Compensation Committee assessed independence; no conflicts cited in 2024 .
- Committee responsibilities include executive pay design, equity plan oversight, director compensation review, and human capital management oversight .
Governance Assessment
- Strengths: Independent board chair; majority independent directors; regular executive sessions; strong committee structure; director attendance ≥75% in 2024; ownership guidelines and clawback policy; prohibitions on hedging/pledging .
- RED FLAG: Related-party transaction with Cedar Gate (Snow CEO/10% owner); ~$6.3M over three years and $517,250 paid in 2024—mitigated by Audit Committee review and policy, but remains a perceived conflict risk requiring continued monitoring .
- Shareholder signals: Snow’s 2024 re-election supported by a substantial majority of votes cast; Say-on-Pay support was strong in 2024, suggesting general investor confidence in compensation governance .
Notes
- Items skipped due to non-disclosure in proxies: Individual director ownership compliance status vs guideline; director-specific attendance rate; any pledging or hedging disclosures beyond policy (not indicated); Form 4 transaction details not included in available documents.