PAY VERSUS PERFORMANCE

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation and certain financial performance of our Company. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Committee view the link between the Company’s performance and its NEOs' pay. For additional information on our compensation programs and philosophy and how we design our compensation programs to align pay with performance, see the section titled “Compensation Discussion and Analysis."

The table below presents information on the compensation of our chief executive officer(s) and our other NEOs in comparison to certain performance metrics for 2022, 2021, and 2020:


	Summary compensation table total for first PEO		Summary compensation table total for second PEO(2)(3)		Compensation actually paid to first PEO			Compensation actually paid to second PEO(2)(3)			Average summary compensation table total for non-PEO NEOs		Average summary compensation actually paid for non-PEO NEOs(2)(3)			Value of fixed $100 investment based on:				Net Income			Revenue
Year																Total shareholder return(4)		S&P 500 healthcare services total shareholder return(5)
2022	$	16,161,230	$	16,044,010	$	7,075,701		$	6,958,481		$	6,417,175	$	2,418,932		$	12	$	170	$	(272,100,000	)	$	277,190,000
2021	$	39,988,708	$	39,940,379	$	(26,819,435	)	$	(26,867,764	)	$	5,756,009	$	(3,538,060	)	$	26	$	162	$	(176,800,000	)	$	252,789,000
2020	$	69,253,101	$	69,247,314	$	96,113,239		$	96,107,452		$	9,574,620	$	21,760,358		$	110	$	119	$	(228,600,000	)	$	245,265,000

(1)

Amwell's first principal executive officer for FY2020 through FY2022 was Ido Schoenberg. Amwell's second principal executive officer for FY2020 through FY2022 was Roy Schoenberg. Amwell's other, non-PEO, NEOs for FY2020 were Phyllis Gotlib, Kurt Knight, and Keith Anderson. Amwell's other, non-PEO, NEOs for FY2021 were Robert Shepardson, Phyllis Gotlib, Kurt Knight, Brendan O'Grady, and Keith Anderson. Amwell's other, non-PEO, NEOs for FY2022 were Robert Shepardson, Phyllis Gotlib, Kurt Knight, and Vukasin Paunovich.

(2)

The below tables represent the compensation actually paid calculation detail:


	First PEO - Ido Schoenberg								Second PEO - Roy Schoenberg
Compensation Element	2020		2021			2022			2020		2021			2022
SCT Reported Total Compensation	$	69,253,101	$	39,988,708		$	16,161,230		$	69,247,314	$	39,940,379		$	16,044,010
(i) Aggregate SCT Reported Equity Compensation (-)	$	65,651,689	$	38,795,379		$	14,645,000		$	65,651,689	$	38,795,379		$	14,645,000
(ii) Year-End Fair Value of Awards Granted During the FY & Outstanding (+)	$	71,111,797	$	7,654,389		$	11,450,000		$	71,111,797	$	7,654,389		$	11,450,000
(iii) Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Outstanding (+)	$	-	$	(22,775,914	)	$	(3,244,671	)	$	-	$	(22,775,914	)	$	(3,244,671	)
(iv) Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+)	$	21,213,476	$	6,423,807		$	-		$	21,213,476	$	6,423,807		$	-
(v) Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Vesting During Covered FY (+)	$	186,554	$	(19,315,046	)	$	(2,645,858	)	$	186,554	$	(19,315,046	)	$	(2,645,858	)
(vi) Prior FYE Value of Awards Determined to Fail to Meet Vesting Conditions During Covered FY (-)	$	-	$	-		$	-		$	-	$	-		$	-
Compensation Actually Paid Determination	$	96,113,239	$	(26,819,435	)	$	7,075,701		$	96,107,452	$	(26,867,764	)	$	6,958,481

	NON-PEO NEOs Compensation Actually Paid Calculation Detail
Compensation Element	2020		2021			2022
SCT Reported Total Compensation	$	9,574,620	$	5,756,009		$	6,417,175
(i) Aggregate SCT Reported Equity Compensation (-)	$	8,370,267	$	5,069,463		$	5,552,181
(ii) Year-End Fair Value of Awards Granted During the FY & Outstanding (+)	$	9,705,612	$	2,024,689		$	2,640,691
(iii) Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Outstanding (+)	$	5,823,144	$	(4,753,330	)	$	(914,566	)
(iv) Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+)	$	2,382,948	$	912,949		$	255,722
(v) Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Vesting During Covered FY (+)	$	2,644,301	$	(2,408,914	)	$	(427,909	)
(vi) Prior FYE Value of Awards Determined to Fail to Meet Vesting Conditions During Covered FY (-)	$	-	$	-		$	-
Compensation Actually Paid Determination	$	21,760,358	$	(3,538,060	)	$	2,418,932

(3)

Equity compensation fair value calculated based on assumptions determined in accordance with FASB ASC Topic 718.

(4)

Total shareholder return calculated based on an assumed $100 investment as of 09/17/2020 and the reinvestment of any issued dividends.

(5)

The peer group reflected in the tables above is the S&P 500 Health Care Services index total shareholder return calculated based on an assumed $100 investment as of 09/17/2020 and the reinvestment of any issued dividends.

Peer Group Issuers, Footnote [Text Block]

(5)

The peer group reflected in the tables above is the S&P 500 Health Care Services index total shareholder return calculated based on an assumed $100 investment as of 09/17/2020 and the reinvestment of any issued dividends.