Mark Douglas Smith
Teladoc HealthAbout Mark Douglas Smith
Mark Douglas Smith, M.D., MBA, is an independent director of Teladoc Health, serving since October 2018. He is 73 and is a Clinical Professor of Medicine at UCSF and a board‑certified internist who maintains an HIV care practice at San Francisco General Hospital; he previously served as Founding President & CEO of the California Health Care Foundation and co‑chaired HHS’s Health Care Payment Learning & Action Network Guiding Committee . He is deemed independent under NYSE rules and currently chairs Teladoc’s Quality of Care & Patient Safety Committee while also serving on the Nominating & Corporate Governance and Executive Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of California at San Francisco | Clinical Professor of Medicine | 1994–present | Academic leadership; clinician educator |
| San Francisco General Hospital | Board‑certified internist (HIV care) | 1994–present | Direct clinical practice; quality of care perspective |
| Health Care Payment Learning & Action Network (HHS) | Guiding Committee Co‑Chair | 2015–2019 | Value-based payment transition leadership |
| California Health Care Foundation | Founding President & CEO | 1996–2013 | Built a leader in delivery innovation and quality reporting |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Jazz Pharmaceuticals plc | Director | Public | Current public company board |
| Phreesia, Inc. | Director | Public | Current public company board |
| Commonwealth Fund | Director/Trustee | Non‑profit | Governance role |
| Health Affairs | Editorial Board | Non‑profit | Policy/academic influence |
| Prealize Health | Board member | Private | Healthcare analytics; also chaired by fellow TDOC director Thomas G. McKinley, indicating an interlock |
Board Governance
- Independence: 8 of 9 board nominees independent; Dr. Smith is independent .
- Committee assignments and 2024 meeting cadence:
- Quality of Care & Patient Safety (Chair) – 4 meetings in FY2024; oversight of care quality and patient safety .
- Nominating & Corporate Governance – 8 meetings in FY2024; director nominations, governance, compliance/ethics, ESG oversight .
- Executive Committee – 6 meetings in FY2024; acts between regular board meetings .
- Attendance: All current directors attended at least 75% of aggregate 2024 board and relevant committee meetings; Annual Board meetings held: 13 .
- Board structure: Independent Chair (David B. Snow, Jr.), separate from CEO; regular executive sessions of independent directors .
Fixed Compensation (Director)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board Cash Retainer | $45,000 | All non‑employee directors |
| QC&PS Committee Chair Fee | $10,000 | Chair retainer |
| Nominating & Corporate Governance Committee Member Fee | $5,000 | Member retainer |
| Executive Committee | $0 | No fees paid |
| Total Cash Earned (2024 actual) | $60,000 | Matches program math and reported fees |
- Director Stock Ownership Guideline: 3× annual board cash retainer for non‑employee directors (compliance period applies during tenure) .
- Hedging/Pledging: Prohibited for directors under Insider Trading Compliance Policy .
Performance Compensation (Director)
| Equity Element | 2024 Value (USD) | Vehicle | Vesting/Terms |
|---|---|---|---|
| Annual Equity Grant | $199,997 | RSUs | Vest on earlier of 1‑year anniversary or day before next annual meeting; accelerate on change‑in‑control |
| Initial Equity (upon joining) | $250,000 | RSUs | 1/3 at 1 year, then 8 equal quarterly installments over next 2 years |
- Performance Metrics: None for director equity; grants are time‑based RSUs (not PSU/TSR‑linked). Clawback policy applies to executive officers; directors’ RSUs are governed by program terms above .
Other Directorships & Interlocks
| Company/Entity | Nature | Potential Interlock/Conflict Consideration |
|---|---|---|
| Prealize Health (private) | Dr. Smith board member; TDOC director Thomas G. McKinley is Chairman | Board‑level interlock outside TDOC; not a disclosed related‑party transaction with TDOC |
| Cedar Gate Technologies (vendor to TDOC) | Company paid $517,250 in 2024; 3‑year commitment ~$6.3M; Board Chair David B. Snow is CEO and ~10% owner | Related‑party transaction reviewed under policy; Dr. Smith not disclosed as interested party; oversight via Audit Committee |
Expertise & Qualifications
- Education: M.D. (UNC Chapel Hill), MBA in Health Care Administration (Wharton), B.A. in Afro‑American Studies (Harvard) .
- Designation: Nationally recognized care delivery and health policy expert; key skills include healthcare/medicine, governance, executive leadership, regulatory/compliance, risk management, strategic operations .
Equity Ownership
| Holder | Shares | Options (exercisable within 60 days) | RSUs (vesting within 60 days) | Total Beneficial | Notes |
|---|---|---|---|---|---|
| Mark Douglas Smith, M.D., MBA | 8,355 | 8,132 | — | 16,487 | Excludes 35,371 deferred RSUs under director Deferred Compensation Plan; <1% of class |
- Director Deferred Compensation: Directors may defer RSUs; credit as deferred stock units with dividend equivalents; payout on separation/change‑in‑control/death per election .
- Ownership as % of TDOC: Less than 1% .
- No director‑specific hedging/pledging disclosed; company policy prohibits both .
Governance Assessment
Strengths:
- Independent director with deep clinical and policy expertise; chairs Quality of Care & Patient Safety—a material risk/control function for a virtual care business .
- Active governance footprint (NCGC + Executive Committee) and strong attendance culture at board level; all directors ≥75% attendance in 2024 .
- Director pay mix emphasizes equity (annual RSUs), with clear ownership guidelines and hedging/pledging prohibitions—alignment with shareholders .
Watch items:
- Interlock at Prealize Health with fellow TDOC director Thomas G. McKinley. Not a related‑party transaction with TDOC, but it concentrates industry network ties on an external board .
- Company‑level related‑party transaction with Cedar Gate (Board Chair is CEO and ~10% owner); not linked to Dr. Smith, but relevant to overall board conflict oversight culture (reviewed under policy by Audit Committee) .
Context signals:
- Say‑on‑Pay support: 2024 approval 95.9%—supportive governance climate and investor engagement .
- Committee independence and financial expertise robust; multiple audit committee financial experts on board (not Dr. Smith’s committee) .
Director Compensation (2024 Actuals)
| Name | Fees Earned (USD) | Stock Awards (USD) | Total (USD) |
|---|---|---|---|
| Mark Douglas Smith, M.D., MBA | $60,000 | $199,997 | $259,997 |
| Notes | Cash reflects $45k retainer + $10k QC&PS Chair + $5k NCGC member; Executive Committee has no fee | Annual RSU grant; time‑based vesting | Reported totals per proxy |
Committee Work & Attendance Detail
| Committee | Role | FY2024 Meetings | Scope/Key Responsibilities |
|---|---|---|---|
| Quality of Care & Patient Safety | Chair | 4 | Oversight of medical care quality, patient safety, advancement of care quality; independent members |
| Nominating & Corporate Governance | Member | 8 | Board/committee composition, director evaluation, compliance & ethics, ESG, succession planning |
| Executive Committee | Member | 6 | Acts for the Board between meetings on referred/urgent matters; composed of Board Chair + committee chairs |
| Attendance (boardwide) | — | Board: 13 | All current directors attended at least 75% of 2024 board and committee meetings |
Related-Party Exposure
- No transactions identified involving Dr. Smith as a related party in 2024.
- Company policy requires Audit Committee review/approval of related‑party transactions; Cedar Gate engagement disclosed and paid $517,250 in 2024 under a 3‑year agreement totaling ~$6.3M; Board Chair is Cedar Gate CEO and ~10% owner .
Qualifications Summary
- Healthcare operations and policy leadership (CHCF, HCP‑LAN); active clinical practice grounding board oversight in care quality .
- Public company board experience at Jazz Pharmaceuticals and Phreesia bolsters governance and industry insight .
- Education spanning medicine and health‑care focused business training (MD, MBA) .
RED FLAGS: None specific to Dr. Smith disclosed. Board‑level related‑party transaction (Cedar Gate) is a governance sensitivity area for the company; oversight by independent Audit Committee mitigates but warrants continued monitoring .
Bottom line: Dr. Smith brings directly relevant clinical/policy depth and leads the board’s quality oversight. His compensation/ownership structure aligns with shareholders, and no personal conflicts are disclosed. Interlocks should be monitored but currently present as informational, not transactional conflicts .