🧾 What This Document Is — The Company's Annual Game Plan & Voting Guide

This is American Well's definitive proxy statement (DEF 14A). Think of it as the company's official "annual game plan" sent to all its owners (stockholders). Its main job is to ask for your vote on three key items at the upcoming annual meeting:

Electing directors to oversee the company.
Ratifying (approving) the company's choice of accounting firm (PricewaterhouseCoopers LLP).
Approving, on an advisory basis, the pay for its top executives.

👉 Why it matters: This document gives you a peek under the hood at the company's leadership, how it's governed, how much its leaders are paid, and its strategic direction. It's your chance, as a shareholder, to have a say.

🏢 What The Company Does — Enabling Virtual Healthcare

In simple terms, American Well (Amwell) is a digital care enablement platform. They don't just provide telehealth appointments; they build the technology backbone that allows large healthcare organizations (like hospitals, insurers, and the U.S. government) to run their own virtual care services. They are shifting from being a direct service provider to a software-as-a-service (SaaS) company, powering others' healthcare delivery.

📅 The Big Event: 2026 Annual Meeting

When: Tuesday, June 16, 2026, at 12:00 p.m. Eastern Time.
Where: Virtual Meeting Only at www.virtualshareholdermeeting.com/AMWL2026.
Who Can Vote: You must have been a stockholder by the "record date" of April 17, 2026.
How to Vote: You can vote online, by phone, or by mail before the meeting. Attending the meeting online doesn't automatically vote your shares—you must still submit your proxy.

👉 Key Detail: The Schoenberg brothers (co-founders) hold Class B stock, which gives them 51% of the total voting power, even though they own fewer shares. This makes Amwell a "controlled company."

⚖️ Big Picture: Strengths & Challenges

👍 Strengths:

Strategic Shift: Successfully transitioning to a higher-margin, subscription-based software model.
Major Partnership: Their platform powers the U.S. Defense Health Agency's (DHA) digital health initiatives.
Financial Improvement: Net loss improved by over 55% in 2025, showing progress on cost control.
Market Need: They address a fragmented market where health plans are overwhelmed by managing dozens of point solutions.

⚠️ Risks & Challenges:

Burning Cash: The company is still not profitable, with a net loss of ($95.0 million) in 2025.
Finite Runway: They ended 2025 with $182.3 million in cash. Their stated goal is to achieve positive cash flow from operations by the end of 2026.
Contract Complexity: The DHA contract extension for 2026 excluded some of their newer behavioral health and automated care programs.

👥 Board & Governance — Who's In Charge?

The Board of Directors oversees management. They are divided into three classes, with one class up for election each year. At this meeting, you are voting to elect two Class III directors:

Dr. Ido Schoenberg (Chairman & CEO, co-founder)
Dr. Roy Schoenberg (Executive Vice Chairman, co-founder)

The board is currently 9 members, but will shrink to 8 after the meeting because director Dr. Peter Slavin is not seeking re-election. The board has several expert committees (Audit, Compensation, etc.).

Director Pay: Non-employee directors get a $75,000 annual cash retainer plus equity awards (stock) valued at about $150,000-$205,000.

💰 Executive Compensation — How The Leaders Are Paid

The company's philosophy is "pay-for-performance," aiming to align executive pay with company success and shareholder value. The main Named Executive Officers (NEOs) for 2025 are:

Dr. Ido Schoenberg - Chairman & CEO
Mark Hirschhorn - CFO & COO
Dmitry (Dan) Zamansky - Chief Product & Technology Officer (joined March 2025)

Compensation includes a mix of base salary, annual cash bonuses tied to company goals, and long-term equity awards (stock options/RSUs) that vest over time. The details of their specific pay are in the full document's tables.

🔮 What's Next — The 2026 Roadmap

The company's stated priorities are clear:

Achieve Operating Cash Flow Breakeven by the end of 2026.
Leverage their Platform: Focus on selling their integrated, white-label platform to large enterprises.
Embrace AI: Integrate AI into healthcare workflows to drive efficiency, with their platform acting as a trusted bridge between AI tools and certified providers.

🧠 The Analogy

Think of Amwell like a specialized engine builder for a car company. Instead of selling you a whole car (a telehealth service), they build and sell you the advanced, efficient engine (their SaaS platform) that you put into your own branded car (your hospital or insurance plan's patient portal). Their challenge now is to prove their engine is so good that it makes your whole business run better, faster, and cheaper before they run out of the fuel (cash) they have to keep building it.

🧩 Final Takeaway

Amwell is at a critical transition point. They have a big government contract and a clear strategy to become a profitable software platform for healthcare. However, they need to execute flawlessly in the next year to reach cash-flow breakeven, as their current financial cushion is limited. Your vote on their directors and executive pay is a vote of confidence (or not) in management's ability to navigate this transition.

AMWL Founders Hold 51% Voting Power in Proxy Statement