Kenneth H. Paulus
Teladoc HealthAbout Kenneth H. Paulus
Kenneth H. Paulus, age 65, is an independent director of Teladoc Health, serving since February 2017. He is Chair of the Nominating & Corporate Governance Committee and a member of the Quality of Care & Patient Safety Committee and the Executive Committee. He previously served as President and CEO of Prime Therapeutics and held senior roles at Allina Health, Atrius Health, and Partners Community Health Care; he holds an MHA from the University of Minnesota and a BA in Biology from Augustana College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prime Therapeutics | President, CEO, Director | 2019–2023 | Led one of the largest PBMs |
| Allina Health | President, CEO, COO | 2005–2014 | Executive leadership at a major integrated delivery system |
| Atrius Health System | President & CEO | 2005–2009 | Led large physician organization affiliated with Harvard Med |
| Partners Community Health Care | COO | 1994–2000 | Operations leadership |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Gravie Health | Director | Not disclosed as public | Current directorship |
| Compliance Solutions | Chair | Not disclosed as public | Current chair role |
| Breg | Director | Private | Prior (2017–2024) |
| AllyAlign Health | Director | Private | Prior (2017–2021) |
| Cogentix Medical | Director | Public (historical) | Prior (2015–2016) |
| Team Health | Director | Private | Prior (2015–2016) |
Board Governance
| Committee | Role | FY2024 Meetings | Key Responsibilities |
|---|---|---|---|
| Nominating & Corporate Governance | Chair | 8 | Board/committee criteria; director selection; board evaluations; CEO succession (with Comp); Code of Conduct; ESG oversight; director education; compliance |
| Quality of Care & Patient Safety | Member | 4 | Oversees policies/procedures for quality of care, patient safety, outcomes |
| Executive | Member | 6 | Acts on urgent matters between Board meetings; includes Board chair and standing committee chairs |
| Independence/Attendance | — | — | Eight of nine nominees independent; all directors attended ≥75% of 2024 Board/committee meetings; regular executive sessions of independent directors |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $45,000 | Standard non-employee director retainer |
| NCGC Chair Fee | $10,000 | Committee chair retainer |
| QCPS Committee Member Fee | $5,000 | Committee member retainer |
| Executive Committee Fee | $0 | No additional compensation |
| Total Cash Earned (2024) | $60,000 | Matches reported fees earned |
| Annual RSU Grant Value (2024) | $199,997 | Annual RSUs vest in ~1 year |
| Total (2024) | $259,997 | Sum of cash + stock awards |
Program features: Initial RSUs $250,000 at appointment; annual RSUs $200,000 to continuing directors; RSUs vest on earlier of first anniversary or immediately prior to next annual meeting; change-in-control accelerates vesting; no fees for Executive Committee; program reviewed versus peer data by Compensation Committee with Aon as independent consultant .
Performance Compensation
| Performance-Based Elements | Metrics | Outcome |
|---|---|---|
| None disclosed for directors | — | Director equity awards are time-based RSUs; no PSUs or option performance metrics for directors |
Other Directorships & Interlocks
- No Teladoc-disclosed related-party transactions involving Paulus. The proxy discloses a Cedar Gate Technologies contract where Teladoc paid $517,250 in 2024 and expects ~$6.3M over the term; the relationship is with Board Chair David B. Snow, Jr. (Cedar Gate CEO and ~10% owner), not Paulus .
- Independence confirmed by NYSE and SEC rules; committee independence affirmed .
Expertise & Qualifications
- Executive leadership across payer, provider, and physician networks; PBM operating experience (Prime), integrated delivery (Allina), and physician group leadership (Atrius) .
- Education: MHA (University of Minnesota); BA Biology (Augustana College) .
- Board concluded he should serve due to executive leadership in healthcare .
Equity Ownership
| Metric | As of Dec 31, 2024 | As of Mar 27, 2025 |
|---|---|---|
| Common Shares Owned | — | — |
| Stock Options (exercisable within 60 days) | 14,647 | 14,647 |
| RSUs (vestable within 60 days) | 17,467 | — |
| Beneficial Ownership Total | — (see table) | 14,647; less than 1% of class (*) |
| Deferred RSUs (excluded from table) | — | 41,691 deferred DSUs excluded from 60-day RSU column |
Directors must hold at least 3x annual Board cash retainer; pledging and hedging of company stock are prohibited by policy (Insider Trading Compliance Policy) .
Insider Trades (recent)
| Date | Transaction | Shares | Price | Plan |
|---|---|---|---|---|
| Nov 14, 2025 | Open market purchase | 10,000 | $6.94 | Under Rule 10b5-1 plan adopted Aug 15, 2025 |
Say-on-Pay & Shareholder Feedback
| Item | 2024 | 2025 |
|---|---|---|
| Say-on-Pay | 86,004,216 For; 3,679,987 Against; 247,426 Abstentions; 33,206,768 Broker Non-Votes | 61,160,355 For; 22,179,678 Against; 181,702 Abstentions; 38,830,740 Broker Non-Votes |
| Historical Say-on-Pay (proxy summary) | 2022 – 91.6%; 2023 – 81.9%; 2024 – 95.9% approvals | — |
Director election results for Paulus (signal of support):
| Metric | 2024 | 2025 |
|---|---|---|
| Votes For | 74,899,349 | 72,437,812 |
| Votes Against | 14,833,526 | 10,937,509 |
| Abstentions | 198,754 | 146,414 |
| Broker Non-Votes | 33,206,768 | 38,830,740 |
Governance Assessment
- Independence and committee leadership: Paulus is a long-tenured independent director with material governance influence through chairing NCGC and membership on QCPS and Executive committees; these roles cover board composition, compliance/ethics, ESG, quality of care, and urgent Board actions .
- Attendance and engagement: Board-level disclosure confirms ≥75% attendance for all directors; FY2024 saw robust committee activity (NCGC 8; QCPS 4; Executive 6 meetings), consistent with active oversight .
- Director compensation alignment: Mix is cash retainers plus time-based RSUs; no performance-based equity for directors. Ownership guidelines apply, and hedging/pledging are prohibited, supporting alignment though incentives are not performance-conditioned for directors .
- Ownership and skin-in-the-game: As of March 27, 2025, Paulus had 14,647 options exercisable within 60 days and deferred 41,691 RSUs; he reported an open market purchase of 10,000 shares in November 2025 under a 10b5-1 plan, a positive alignment signal .
- Potential conflicts: No related-party transactions involving Paulus disclosed; separate related-party exposure exists with Cedar Gate via the Board chair (not Paulus), overseen under the related-party policy by the Audit Committee .
- Shareholder signals: Paulus’ “for” vote support was lower than some peers in both 2024 and 2025, and overall Say-on-Pay support declined in 2025 versus 2024, indicating increased shareholder scrutiny; continued engagement and clear governance communication may be warranted .
RED FLAGS: None disclosed specific to Paulus (no related-party transactions, no pledging/hedging permitted). Monitoring items: relatively lower election support; director equity is time-based RSUs (no performance conditions), which is common but offers limited pay-for-performance sensitivity for directors .