Teladoc Health, Inc. appointed Mala Murthy as new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


Executive Transition


On April 5, 2024, Teladoc Health announced the appointment of Mala Murthy to the position of acting Chief Executive Officer of the Company, effective immediately, replacing Jason Gorevic, who will also depart from the Board of Directors of the Company as required by his employment agreement. Following her appointment as acting Chief Executive Officer, Ms. Murthy will continue to serve as the Company's Chief Financial Officer.


Ms. Murthy, 60, has served as the Company's Chief Financial Officer since 2019, in which capacity she has led the Company's global finance organization, including accounting, financial planning & analysis and investor relations. Previously, from 2016 to 2019, she served as Chief Financial Officer of Global Commercial Services at American Express, a financial services company, where she led strategic investment decisions and financial stewardship.


Except as otherwise disclosed in this current report, there are no arrangements or understandings between Ms. Murthy, on the one hand, and any other person, on the other hand, pursuant to which she was selected as an officer of the Company. Additionally, there are no family relationships between Ms. Murthy, on the one hand, and any director or officer of the Company, on the other hand, or any other related party transaction of the Company involving Ms. Murthy that would require disclosure under Item 404(a) of Regulation S-K.


Compensation Arrangements


In connection with her appointment as acting Chief Executive Officer, Ms. Murthy has entered into a letter agreement (the "Acting CEO Letter Agreement") with the Company that provides that, while she serves as acting Chief Executive Officer, her base salary will be increased from $530,000 to approximately $750,000 and her target bonus opportunity will be increased from 75% to 120% of her base salary. In addition, Ms. Murthy will receive an additional annual equity grant with a target value of approximately $1,100,000 on the date of grant, which will be delivered as 50% time-vesting restricted stock units and 50% performance-vesting restricted stock units that will generally vest on the same schedule as her existing 2024 annual equity refresh grant.


The above summary does not purport to be a complete description and is qualified in its entirety by the Acting CEO Letter Agreement, a copy of which will be filed with the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.


In connection with his separation, Mr. Gorevic will be eligible to receive the separation benefits pursuant to his employment agreement, subject to Mr. Gorevic's execution and nonrevocation of a release of claims and other conditions of his employment agreement.