Sandra L. Fenwick
Teladoc HealthAbout Sandra L. Fenwick
Independent director since November 2020; age 74. Retired CEO of Boston Children’s Hospital, where she served as CEO (2013–2021), President (2008–2013), COO (1999–2008), and SVP (1999) . Education: Master’s in Public Health (Health Services Administration) from University of Texas School of Public Health; Bachelor’s degree with distinction from Simmons College; numerous awards and honorary degrees for contributions to healthcare .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boston Children’s Hospital | Chief Executive Officer | 2013–2021 | “Driving force to improve effectiveness and efficacy of care while reducing cost of care” |
| Boston Children’s Hospital | President | 2008–2013 | Executive leadership in pediatric care and research |
| Boston Children’s Hospital | Chief Operating Officer | 1999–2008 | Operations leadership |
| Boston Children’s Hospital | Senior Vice President | 1999 | Senior management responsibilities |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Harvard’s Wyss Institute for Biologically Inspired Engineering, Inc. | Director/Trustee | Current | Governance in translational science |
| Risk Management Foundation of the Harvard Medical Institutions, Inc. | Director/Trustee | Current | Risk oversight experience |
| Patient Discovery Solutions, Inc. | Director | Current | Digital patient engagement |
| BCH Foundation UK Limited | Director/Trustee | Current | International philanthropic governance |
| International Women’s Forum/Massachusetts | Member | Current | Professional network |
| Women Corporate Directors Boston | Member | Current | Director network |
| Livongo Health, Inc. | Director | 2019–2020 (to TDOC/Livongo merger) | Prior Teladoc-related interlock |
Board Governance
- Independence: TDOC board is 89% independent; Fenwick is an independent director; all members of the Nominating & Corporate Governance Committee (NCGC) and Quality of Care & Patient Safety Committee (QCPSC) are independent .
- Committee assignments: NCGC member; QCPSC member (not Chair). NCGC chaired by Kenneth H. Paulus; QCPSC chaired by Mark D. Smith, M.D., MBA .
- Attendance: All current directors attended at least 75% of 2024 board and relevant committee meetings; all directors attended the 2024 annual meeting .
- Meetings: 2024 meetings — Board: 13; Audit: 6; Compensation: 11; NCGC: 8; QCPSC: 4; Executive: 6 .
- Board leadership: Independent Chair (David B. Snow, Jr.) separate from CEO; regular executive sessions of independent directors .
- Audit Committee oversight: Reviews related-party transactions for conflicts; Mr. Shedlarz and Ms. Jacobson designated “audit committee financial experts” .
Fixed Compensation
- Non-Employee Director Compensation Program (unchanged in 2024): Annual cash retainer $45,000; Chair of Board $50,000; Committee chair retainers — Audit $20,000, Compensation $20,000, NCGC $10,000, QCPSC $10,000; Committee member retainers — Audit $10,000, Compensation $7,500, NCGC $5,000, QCPSC $5,000. Initial RSU award $250,000; Annual RSU award $200,000 .
- RSU vesting: Initial RSUs vest 1/3 at first anniversary, then eight substantially equal quarterly installments over two years; Annual RSUs vest on earlier of first anniversary or immediately prior to next annual meeting; all outstanding unvested Initial and Annual RSUs vest upon change in control .
- Deferred Compensation Plan: Directors may defer restricted stock/RSUs; deferred stock units receive dividend equivalent rights; distributions upon separation (30 days/5 years/10 years per election), change in control, or death; 409A six-month delay for specified employees .
| 2024 Director Compensation (USD) | Fees Earned (Cash) | Stock Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| Sandra L. Fenwick | $55,000 | $199,997 | $254,997 |
Performance Compensation
- Director pay has no performance-conditioned equity; awards are time-based RSUs per program (no PSU metrics for directors) . | Performance Metrics Tied to Director Compensation | Status | |---|---| | PSUs or cash tied to revenue/EBITDA/TSR | Not used for directors; RSUs are time-based |
Other Directorships & Interlocks
- Prior interlock via Livongo Health, Inc. director role before TDOC/Livongo merger (2019–2020) .
- Related-party transactions: In 2024, TDOC paid $517,250 under a contract with Cedar Gate Technologies (Board Chair David B. Snow, Jr. is CEO and ~10% owner); total contract ~$6.3M over three years; Audit Committee oversight applied. No other related-party transactions >$120,000 disclosed for 2024; none disclosed involving Fenwick .
Expertise & Qualifications
- Executive leadership across pediatric care delivery, health systems operations, cost-effectiveness initiatives; healthcare industry depth .
- Governance and risk management experience via NCGC and Harvard-affiliated risk organizations .
- Patient safety and quality oversight via QCPSC membership .
- Education credentials in health services administration; recognized with numerous healthcare awards/honorary degrees .
Equity Ownership
| Beneficial Ownership (as of Mar 27, 2025) | Shares | Options Exercisable Within 60 Days | RSUs Vesting Within 60 Days | Percent of Class |
|---|---|---|---|---|
| Sandra L. Fenwick | 40,432 (incl. 28,362 held by Geoffrey L. Fenwick Family Irrevocable Trust; co-trustees Fenwick and spouse) | — | — | <1% |
| Additional Equity Detail (as of Dec 31, 2024) | Stock Awards Outstanding (RSUs) | Stock Options Outstanding |
|---|---|---|
| Sandra L. Fenwick | 17,467 | — |
- Deferred RSUs excluded from “Shares” in beneficial ownership: 35,665 deferred under the Director Deferred Compensation Plan .
- Stock ownership guidelines: Non-employee directors must hold shares equal to 3x annual Board cash retainer; insider trading policy prohibits hedging and pledging .
Governance Assessment
- Board effectiveness: Fenwick’s combination of NCGC and QCPSC roles positions her at the center of director succession, compliance/ethics, ESG oversight, and medical quality/patient safety—key for TDOC’s brand and risk control . Independence and regular executive sessions support objective oversight .
- Alignment: Director pay mix is heavily equity-based ($200k annual RSUs) and subject to change-in-control vesting; ability to defer RSUs strengthens long-term alignment. Stock ownership guidelines and prohibition on hedging/pledging further align interests .
- Attendance/engagement: Met at least the 75% attendance threshold in 2024; committees met regularly (NCGC 8; QCPSC 4), indicating active governance cadence .
- Conflicts/Red flags: No related-party transactions disclosed involving Fenwick; the Cedar Gate transaction with the Chair was reviewed per policy by the Audit Committee—mitigating conflict risk . No hedging/pledging permitted, reducing alignment risk .
- Investor confidence context: Say-on-Pay support was strong (2024 approval 95.9%), suggesting broader investor confidence in governance and pay practices overseen by Board committees that include Fenwick .