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Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table

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 2023, 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)

 

 

 

 

 

 

 

2023

 

$

797,800

 

 

$

658,400

 

 

$

(9,131,552

)

 

$

(9,270,952

)

 

$

3,081,641

 

 

$

22,839

 

 

$

6

 

 

$

157

 

 

$

(679,200,000

)

 

$

259,047,000

 

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 FY2023 was Dr. Ido Schoenberg. Amwell's second principal executive officer for FY2020 through FY2023 was Dr. Roy Schoenberg. Amwell's other, non-PEO, NEOs for FY2020 were Ms. Gotlib, Kurt Knight, and Mr. Anderson. Amwell's other, non-PEO, NEOs for FY2021 were Ms. Gotlib, Mr. Shepardson, Mr. Knight, Mr. O'Grady, and Mr. Anderson. Amwell's other, non-PEO, NEOs for FY2022 were Ms. Gotlib, Mr. Shepardson, Mr. Knight, and Mr. Paunovich. Amwell's other, non-PEO, NEOs for FY2023 were Ms. Gotlib, Mr. Shepardson, Mr. Paunovich and Ms. Weiler.
(2)
The below tables represent the compensation actually paid calculation detail:

 

 

First PEO - Ido Schoenberg

 

 

Second PEO - Roy Schoenberg

 

 

NON-PEO NEOs

 

Compensation Element

 

2023

 

 

2023

 

 

2023

 

SCT Reported Total Compensation

 

$

797,800

 

 

$

658,400

 

 

$

3,081,641

 

(i) Aggregate SCT Reported Equity Compensation (-)

 

$

-

 

 

$

-

 

 

$

2,589,350

 

(ii) Year-End Fair Value of Awards Granted During the FY & Outstanding (+)

 

$

-

 

 

$

-

 

 

$

974,050

 

(iii) Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Outstanding (+)

 

$

(9,435,970

)

 

$

(9,435,970

)

 

$

(1,668,172

)

(iv) Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+)

 

$

-

 

 

$

-

 

 

$

336,607

 

(v) Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Vesting During Covered FY (+)

 

$

(493,382

)

 

$

(493,382

)

 

$

(111,937

)

(vi) Prior FYE Value of Awards Determined to Fail to Meet Vesting Conditions During Covered FY (-)

 

$

-

 

 

$

-

 

 

$

-

 

Compensation Actually Paid Determination

 

$

(9,131,552

)

 

$

(9,270,952

)

 

$

22,839

 

(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.
     
Named Executive Officers, Footnote
(1)
Amwell's first principal executive officer for FY2020 through FY2023 was Dr. Ido Schoenberg. Amwell's second principal executive officer for FY2020 through FY2023 was Dr. Roy Schoenberg. Amwell's other, non-PEO, NEOs for FY2020 were Ms. Gotlib, Kurt Knight, and Mr. Anderson. Amwell's other, non-PEO, NEOs for FY2021 were Ms. Gotlib, Mr. Shepardson, Mr. Knight, Mr. O'Grady, and Mr. Anderson. Amwell's other, non-PEO, NEOs for FY2022 were Ms. Gotlib, Mr. Shepardson, Mr. Knight, and Mr. Paunovich. Amwell's other, non-PEO, NEOs for FY2023 were Ms. Gotlib, Mr. Shepardson, Mr. Paunovich and Ms. Weiler.
     
Peer Group Issuers, Footnote
(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.
     
Non-PEO NEO Average Total Compensation Amount $ 3,081,641 $ 6,417,175 $ 5,756,009 $ 9,574,620
Non-PEO NEO Average Compensation Actually Paid Amount $ 22,839 2,418,932 (3,538,060) 21,760,358
Equity Valuation Assumption Difference, Footnote
(3)
Equity compensation fair value calculated based on assumptions determined in accordance with FASB ASC Topic 718.
     
Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs TSR

img151438452_6.jpg 

     
Compensation Actually Paid vs. Net Income

Compensation Actually Paid vs Net Income

img151438452_7.jpg 

     
Compensation Actually Paid vs. Company Selected Measure

img151438452_8.jpg 

Compensation Actually Paid vs Adj EBITDA

     
Tabular List, Table

Provided below are the most important financial measures used to link compensation actually paid with Amwell performance during the most recently completed fiscal year:

 

Revenue

Stock Price Milestones

Subscription Bookings

     
Total Shareholder Return Amount $ 6 12 26 110
Peer Group Total Shareholder Return Amount 157 170 162 119
Net Income (Loss) $ (679,200,000) (272,100,000) (176,800,000) (228,600,000)
Adjustment to PEO and Non PEO Compensation Footnote [Text Block]
(2)
The below tables represent the compensation actually paid calculation detail:

 

 

First PEO - Ido Schoenberg

 

 

Second PEO - Roy Schoenberg

 

 

NON-PEO NEOs

 

Compensation Element

 

2023

 

 

2023

 

 

2023

 

SCT Reported Total Compensation

 

$

797,800

 

 

$

658,400

 

 

$

3,081,641

 

(i) Aggregate SCT Reported Equity Compensation (-)

 

$

-

 

 

$

-

 

 

$

2,589,350

 

(ii) Year-End Fair Value of Awards Granted During the FY & Outstanding (+)

 

$

-

 

 

$

-

 

 

$

974,050

 

(iii) Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Outstanding (+)

 

$

(9,435,970

)

 

$

(9,435,970

)

 

$

(1,668,172

)

(iv) Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+)

 

$

-

 

 

$

-

 

 

$

336,607

 

(v) Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Vesting During Covered FY (+)

 

$

(493,382

)

 

$

(493,382

)

 

$

(111,937

)

(vi) Prior FYE Value of Awards Determined to Fail to Meet Vesting Conditions During Covered FY (-)

 

$

-

 

 

$

-

 

 

$

-

 

Compensation Actually Paid Determination

 

$

(9,131,552

)

 

$

(9,270,952

)

 

$

22,839

 

     
Revenue $ 259,047,000 277,190,000 252,789,000 245,265,000
Measure:: 1        
Pay vs Performance Disclosure        
Name Revenue      
Measure:: 2        
Pay vs Performance Disclosure        
Name Stock Price Milestones      
Measure:: 3        
Pay vs Performance Disclosure        
Name Subscription Bookings      
Ido Schoenberg [Member]        
Pay vs Performance Disclosure        
PEO Total Compensation Amount $ 797,800 16,161,230 39,988,708 69,253,101
PEO Actually Paid Compensation Amount $ (9,131,552) $ 7,075,701 $ (26,819,435) $ 96,113,239
PEO Name Dr. Ido Schoenberg Dr. Ido Schoenberg Dr. Ido Schoenberg Dr. Ido Schoenberg
Roy Schoenberg [Member]        
Pay vs Performance Disclosure        
PEO Total Compensation Amount $ 658,400 $ 16,044,010 $ 39,940,379 $ 69,247,314
PEO Actually Paid Compensation Amount $ (9,270,952) $ 6,958,481 $ (26,867,764) $ 96,107,452
PEO Name Dr. Roy Schoenberg Dr. Roy Schoenberg Dr. Roy Schoenberg Dr. Roy Schoenberg
PEO | Ido Schoenberg [Member] | Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Outstanding [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (9,435,970)      
PEO | Ido Schoenberg [Member] | Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Vesting During Covered FY [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (493,382)      
PEO | Roy Schoenberg [Member] | Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Outstanding [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (9,435,970)      
PEO | Roy Schoenberg [Member] | Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Vesting During Covered FY [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (493,382)      
Non-PEO NEO | Aggregate SCT Reported Equity Compensation [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 2,589,350      
Non-PEO NEO | Year-End Fair Value of Awards Granted During the FY & Outstanding [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 974,050      
Non-PEO NEO | Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Outstanding [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (1,668,172)      
Non-PEO NEO | Vesting Date Fair Value of Awards Granted & Vested During the Covered FY [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 336,607      
Non-PEO NEO | Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Vesting During Covered FY [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (111,937)