American Well (AMWL) Proxy Filing summary

Executive summary

• Achieved 2024 revenue of $254.4 million, gross margin of 39%, and net loss of $212.6 million, with 5.9 million total visits and $228.3 million in cash and short-term securities at year-end.

• Strategic focus on growth, recurring revenue, and operational efficiency, aiming for positive cash flow by 2026.

• Major deployment with the U.S. Military Health System and ongoing platform enhancements, including AI integration and expanded clinical program offerings.

• Board and management transitions in 2024, including new director appointments and executive leadership changes.

Voting matters and shareholder proposals

• Election of three Class II directors for three-year terms.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2025.

• Advisory vote on executive compensation (say-on-pay).

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of nine members, 78% independent, 22% women, and 33% military veterans.

• Directors divided into three classes with staggered terms; new director Rivka Goldwasser appointed in 2024.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all fully independent.

• Regular board and committee meetings, with strong attendance and ongoing director refreshment.

• Controlled company status due to dual-class structure, but majority of board and all committees remain independent.