Thomas G. McKinley
Teladoc HealthAbout Thomas G. McKinley
Independent director since November 2009 (age 73), Thomas G. McKinley is General Partner at Cardinal Partners with a career focused on healthcare technology investing and operating roles. He holds an MBA from Stanford, an MS in Accounting from NYU Stern, and an AB in Economics from Harvard . He has served on Teladoc Health’s Board for ~16 years, providing domain expertise in healthcare and technology, including AI/ML and blockchain applications in healthcare .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cardinal Partners | General Partner & West Coast Representative focusing on healthcare IT, tech-enabled services, AI/ML, blockchain | 2009–present | Lead investor/operator in healthcare tech with deep sector knowledge |
| Partech International | Co‑Founder & Managing Partner focused on healthcare IT | 1982–2008 | Built global VC platform across US/Japan/Israel/France; healthcare IT specialization |
| Prealize Health (formerly Cardinal Analytx) | Founding CEO | 2016–2018 | Led formation with Stanford professors; advanced predictive analytics in healthcare |
| Opala (data automation for payer‑provider) | Founding CEO; spun out from Premera Blue Cross | 2019–2021 | Executed spin-out and scaling; enterprise healthcare data automation |
External Roles
| Organization | Type | Role | Tenure/Notes |
|---|---|---|---|
| Opala | Private | Director | Current |
| Prealize Health | Private | Chairman | Current; interlock with Teladoc director Dr. Mark D. Smith (board member at Prealize) |
| Harvard Alumni Association | Non-profit | Elected Director | 2001–2007 |
| Sapphire Digital | Private | Director | 2017–2021 |
Board Governance
- Independence: Independent director; Teladoc’s Board is 89% independent; McKinley designated “Independent Director since: November 2009” .
- Committees: Audit Committee member; Compensation Committee member; neither chair role (Audit chaired by D. Shedlarz; Compensation chaired by J. E. Evans) .
- Attendance: All current directors attended at least 75% of 2024 Board and relevant committee meetings; Board met 13 times in 2024; Audit 6; Compensation 11 .
- Board leadership: Independent Chairman (David B. Snow Jr.); regular executive sessions of independent directors .
- Audit committee expertise: Multiple “audit committee financial experts” (Shedlarz, Jacobson); McKinley is financially literate per NYSE/SEC standards .
Fixed Compensation
| Component | Policy | Amount/Structure |
|---|---|---|
| Annual board retainer (cash) | Non‑employee directors | $45,000 |
| Chairman of the Board (cash) | Chair premium | $50,000 |
| Committee chair fees (cash) | Audit/Comp/NCGC/QCPSC | $20,000 (Audit); $20,000 (Compensation); $10,000 (NCGC); $10,000 (Quality & Patient Safety) |
| Committee member fees (cash) | Audit/Comp/NCGC/QCPSC | $10,000 (Audit); $7,500 (Compensation); $5,000 (NCGC); $5,000 (Quality & Patient Safety) |
| Equity – Initial Award | RSUs | $250,000 grant-date value; 1/3 on 1st anniversary then quarterly vesting (8 installments) over subsequent 2 years; accelerates on change in control |
| Equity – Annual Award | RSUs | $200,000 grant-date value; vests by 1-year anniversary or day before next annual meeting; accelerates on change in control |
2024 actual compensation (McKinley):
| Year | Fees earned or paid in cash ($) | Stock awards ($) | Total ($) |
|---|---|---|---|
| 2024 | $63,489 | $199,997 | $263,486 |
Performance Compensation
- Teladoc does not use performance-based equity for directors; director equity is time-based RSUs (no PSUs/options linked to metrics). RSU vesting accelerates on change in control as disclosed .
Other Directorships & Interlocks
| Entity | Public/Private | Role | Potential Interlock/Exposure |
|---|---|---|---|
| Prealize Health | Private | Chairman | Interlock: Dr. Mark D. Smith (Teladoc director) is also on Prealize’s board |
| Opala | Private | Director | No Teladoc related-party transactions disclosed with Opala |
Related-party exposure: The only disclosed related-party transaction involves Cedar Gate Technologies (CEO/chair is Teladoc Chairman David B. Snow Jr.); Teladoc paid $517,250 in 2024 under a 3‑year contract totaling ~$6.3M, with option to terminate after one year. No other transactions >$120,000 disclosed; none indicated involving McKinley or his affiliated entities .
Expertise & Qualifications
- Sector expertise: Healthcare investing and technology; AI/ML and blockchain in healthcare; technology-enabled services .
- Financial expertise: MS in Accounting (NYU); MBA (Stanford); brings investment rigor and governance experience .
- Strategic value: Venture/operator background complements Teladoc’s technology-led care delivery strategy and compensation oversight through the Compensation Committee .
Equity Ownership
| Holder | Shares | Options (exercisable in 60 days) | RSUs (vestable in 60 days) | Total Beneficial Ownership | Percent of Class |
|---|---|---|---|---|---|
| Thomas G. McKinley | 39,077 | — | 17,467 | 56,544 | <1% |
| Deferred stock units (excluded from above) | 1,965 deferred RSUs under Director Deferred Compensation Plan |
Ownership alignment policies:
- Stock ownership guidelines: Non‑employee directors required to hold 3x annual Board cash retainer; compliance period applies during tenure (policy revised 2024 for executives; directors remain at 3x retainer) .
- Hedging/pledging: Prohibited for all directors/officers/employees under Insider Trading Compliance Policy .
- Deferred Compensation Plan: Directors may defer RSUs/stock awards into deferred stock units with dividend equivalents; distribution upon separation or change of control per plan elections .
Governance Assessment
- Board effectiveness: McKinley’s long tenure and dual committee service (Audit, Compensation) suggest strong engagement and institutional memory; all directors ≥75% attendance supports diligence .
- Independence & conflicts: Independent since 2009; no disclosed related-party transactions involving McKinley or his entities; note interlock at Prealize Health with Dr. Mark D. Smith—monitor if Teladoc initiates business with Prealize (currently none disclosed) .
- Compensation oversight: As a Compensation Committee member, he participates in oversight with independent consultant Aon; the Committee concluded Aon’s work did not raise conflicts of interest in 2024 . Strong pay-for-performance alignment demonstrated by zero PSU vesting for 2024 metrics and reduced bonuses—a positive governance signal .
- Alignment & controls: Director RSUs are time-based; robust ownership guidelines; hedging/pledging prohibited; regular executive sessions and independent chair enhance oversight .
RED FLAGS and Watch Items
- Interlock: Prealize Health board overlap with Dr. Smith—monitor for any Teladoc transactions or potential information flow concerns; none currently disclosed .
- Tenure: ~16 years—valuable continuity but consider periodic refresh assessment against evolving strategy (Board average tenure is 7 years, indicating active refresh) .
Investor Confidence Signals
- Strong Say‑on‑Pay support (91.6% in 2022; 81.9% in 2023; 95.9% in 2024) underscores shareholder alignment on compensation frameworks overseen by McKinley and the Compensation Committee .
- Board’s prohibition on hedging/pledging and stock ownership requirements align director incentives with long-term shareholders .