David L. Shedlarz
Teladoc HealthAbout David L. Shedlarz
David L. Shedlarz (age 76) is an independent director of Teladoc Health, serving since September 2016; he chairs the Audit Committee and sits on the Compensation and Executive Committees, and is designated an “audit committee financial expert.” He is the former Vice Chairman and former EVP & CFO of Pfizer, with global responsibility for Pfizer’s former Medical Technology Group, and holds an MBA in Finance & Accounting from NYU Stern and a BS in Economics & Mathematics from Michigan State University–Oakland .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer, Inc. | Vice Chair | 2005–2007 | Senior leadership of a global pharma leader |
| Pfizer, Inc. | EVP & CFO; worldwide responsibility for former Medical Technology Group | 1999–2005 | Helped shape strategic direction contributing to growth and leadership position |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pitney Bowes, Inc. | Director (prior) | 2001–2023 | Prior public company board service |
| The Hershey Company | Director (prior) | 2008–2021 | Prior public company board service |
| TIAA | Trustee (prior) | 2007–2021 | Prior large institutional board service |
Board Governance
- Independence and role: Independent director; Audit Committee Chair; member of Compensation and Executive Committees; designated Audit Committee financial expert .
- Committee structure and activity (FY2024 meetings): Audit (6); Compensation (11); Nominating & Corporate Governance (8); Quality of Care & Patient Safety (4); Executive (6) .
- Attendance: All current directors attended at least 75% of Board/committee meetings in 2024; Board held 13 meetings .
- Independence across key committees: All members of Audit and Compensation Committees are independent per SEC/NYSE standards .
- Executive sessions: Regular executive sessions of independent directors are held; independent Chair presides .
Fixed Compensation
| Component (2024) | Amount | Detail / Policy |
|---|---|---|
| Annual Board cash retainer | $45,000 | Standard non-employee director retainer |
| Audit Committee Chair retainer | $20,000 | Chair fee |
| Compensation Committee member retainer | $7,500 | Member fee |
| Executive Committee fees | $0 | No additional fees paid to Executive Committee chair or members |
| Total cash fees actually paid (2024) | $72,500 | Matches schedule for Board retainer + Audit Chair + Compensation member |
Performance Compensation
| Element | Metric/Term | Amount/Term |
|---|---|---|
| Annual equity grant | RSUs (time-based) | Target $200,000 grant-date fair value; vests on earlier of first anniversary of grant or immediately prior to next annual meeting |
| Initial equity grant (if newly appointed) | RSUs (time-based) | $250,000 value; 1/3 on first anniversary, then eight equal quarterly installments over subsequent two years (not applicable to this long-tenured director) |
| Change-in-control treatment | Vesting | All outstanding unvested Initial and Annual RSUs vest upon a change in control |
| Deferred compensation | Elective deferral of director stock/RSUs | Deferred stock unit plan with dividend equivalents; distribution per elected schedule or upon change in control/death; Section 409A compliant |
| 2024 stock awards actually granted | RSUs | $199,997 grant-date fair value |
No performance-vested equity or options are part of the current non-employee director program; equity is time-based RSUs to align with shareholders while preserving independence from short-term metrics .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Shedlarz in 2025 proxy .
- Prior public company boards: Pitney Bowes (2001–2023), Hershey (2008–2021), TIAA (2007–2021) .
- Related-party exposures: Company disclosed a services contract with Cedar Gate Technologies (CEO is TDOC’s Board Chair David B. Snow; ~$6.3M over three-year term; $517,250 paid in 2024). No related-party transactions were disclosed involving Shedlarz .
Expertise & Qualifications
- Financial expertise: Former CFO of Pfizer; designated “audit committee financial expert” by the Board .
- Strategic/operator experience: Former Pfizer Vice Chair; deep large-cap public company leadership .
- Governance: Significant prior public board service (Pitney Bowes, Hershey, TIAA) .
- Education: MBA (NYU Stern); BS Economics & Mathematics (Michigan State University–Oakland) .
Equity Ownership
| As of March 27, 2025 | Shares | Options (exercisable within 60 days) | RSUs (vesting within 60 days) | Total beneficial | % of Class |
|---|---|---|---|---|---|
| David L. Shedlarz | 14,813 | 4,082 | 17,467 | 36,362 | <1% |
| Deferred RSUs (excluded from above) | — | — | 10,329 deferred RSUs | — | — |
- Stock ownership guidelines: Non-employee directors must hold shares equal to 3x annual Board cash retainer; compliance period during tenure (policy updated 2024) .
- Hedging/pledging: Company policy prohibits hedging and pledging of company stock by directors and officers .
Director Compensation (What He Received in 2024)
| Component | 2024 Amount |
|---|---|
| Fees earned or paid in cash | $72,500 |
| Stock awards (RSUs) | $199,997 |
| Total | $272,497 |
| Outstanding as of 12/31/2024 – Options (#) | 4,082 |
| Outstanding as of 12/31/2024 – Stock awards (#) | 17,467 |
Board Effectiveness, Risk Oversight, and Committees
- Audit Committee (Chair): Oversees financial reporting, internal controls, cybersecurity/data protection, compliance, related-party transactions; selects and evaluates the independent auditor; FY2024 meetings: 6 . Audit Committee report recommends inclusion of 2024 audited financials in 10-K; independence and literacy affirmed; Shedlarz named financial expert .
- Compensation Committee (Member): CEO goals, NEO pay, equity plan oversight, director pay review, human capital oversight; FY2024 meetings: 11 .
- Executive Committee (Member): Acts between Board meetings on urgent matters; FY2024 meetings: 6 .
- Say-on-Pay: Strong approval in recent years (2022: 91.6%; 2023: 81.9%; 2024: 95.9%) supporting compensation governance .
Governance Assessment
- Strengths
- Seasoned financial leader and designated audit committee financial expert; long-serving Audit Chair with direct oversight of audit quality, controls, cybersecurity, and related-party review .
- Independent director with multi-decade large-cap governance experience; sits on key committees (Audit, Compensation, Executive) enhancing cross-committee insight .
- Balanced director pay structure (cash retainer + time-based RSUs), change-in-control vesting disclosed, and elective deferral program; clear stock ownership guidelines for alignment; anti-hedging/pledging policy .
- Board-wide say-on-pay support and regular independent executive sessions signal robust investor engagement and independent oversight .
- Watch items
- Tenure and succession planning for Audit Chair role should be monitored given crucial oversight responsibilities in a complex, regulated healthcare/tech environment .
- Board-level related-party transaction exists (Cedar Gate with Board Chair), though overseen by Audit Committee; continued scrutiny of process and pricing remains appropriate (no involvement by Shedlarz disclosed) .
- Attendance disclosure is at the board-wide threshold (≥75% for all directors); continued monitoring of individual committee-level engagement is prudent in a period of operating and structural change .
No red flags were disclosed specific to Shedlarz regarding related-party transactions, pledging, hedging, or low attendance; his role as Audit Chair and financial expert is a positive signal for investor confidence, particularly on controls, reporting integrity, and cybersecurity oversight .