DEF 14A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

AMERICAN WELL CORPORATION

(Name of registrant as specified in its charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Dear Fellow Stockholder:

2025 was a transformative year for Amwell as we executed against our strategic priorities with discipline and focus. Our mission to transform healthcare through technology has never been more relevant, and I am pleased to report significant progress toward our goal of achieving positive cash flow from operations in 2026.

Strategic Progress and Operational Excellence

This year marked a fundamental shift in our business model as we successfully transitioned to a tech-enabled care platform. We increased our mix of subscription software revenues while systematically improving our operational efficiency across all functions. Our net loss improved by over 55%, demonstrating the effectiveness of our cost reduction initiatives and margin expansion efforts.

Our partnership with the U.S. Defense Health Agency (DHA) represents a cornerstone achievement. During 2025, we successfully deployed our SaaS platform to power the DHA Digital First initiatives. Virtual visits have ramped steadily since going live on our platform, and provider and patient satisfaction remains very high. While budget restrictions led to the exclusion of our behavioral health and automated care programs from the 2026 contract extension, we remain confident in the clinical efficacy and cost-effectiveness of these solutions and believe they strongly support future enterprise-wide adoption.

Below are a few 2025 financial highlights:

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Recorded Total Revenue of $249.3 million

Achieved subscription revenue of $132.4 million

Recorded AMG visit revenue of $94.3 million

•

Reported gross margin of 53%

•

Net loss was ($95.0) million compared to ($212.6) million in 2024

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Total visits were 4.5 million

•

Cash and short-term securities as of year-end were approximately $182.3 million.

Market Dynamics and Competitive Positioning

The healthcare landscape continues to evolve in ways that favor our integrated platform approach. Consumer demand for digital health is accelerating, with mental health telehealth utilization reaching nearly 30% and a vast majority of Gen Z using health technology monthly. Digital disease management solutions are demonstrating measurable results, including 50% reductions in 30-day readmission rates in some cases.

However, the market faces significant fragmentation challenges. Employers now manage an average of four to nine point solutions, not to mention the increased complexity and cost associated with inefficient data exchange. As a result, more than half of health plan leaders have identified integrated solutions as a top 2025 priority.

The Amwell platform addresses this critical gap by providing one relationship, one user experience, and one data and reporting infrastructure across a dynamic array of clinical programs and vendors. Unlike competitors who feature their own brands, we enable customers to offer white-labeled experiences, allowing them to maintain their brand identity while accessing our comprehensive platform capabilities. Our unique business model never forces clients to use only Amwell clinical programs, aligning our interests with theirs as long-term partners.

Innovation and Focus

Our commitment is to develop automation tools that empower clients to do more faster while reducing our own deployment costs. We are decisively divesting non-core assets, including the sale of our Amwell Psychiatric Care business, to focus resources on our core platform offering. We continue to fully support legacy assets that provide value to customers, with the expectation that they will migrate to our core offering over time when ready.

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Looking Ahead

As we enter 2026, we remain focused on executing our plan to achieve operating cash flow breakeven by year-end. Our strategy centers on two main work streams: leveraging our enterprise-grade, differentiated platform to generate value in select market segments, and ensuring all operations are extremely efficient and effective.

The integration of AI across healthcare represents the most significant catalyst for the evolution of tech-enabled care. Our ability to supplement automated programs with trusted in-network certified providers at scale enables the safe and effective adoption of AI-driven solutions. This architecture helps customers improve acquisition costs, enhance brand value, and achieve better outcomes through our tools for matching programs with appropriate cohorts.

We believe our competitive advantages will become increasingly visible and compelling as we continue deploying our new Amwell platform. Our long journey is in many ways only beginning, and we are excited about the future we are building for our customers, our company, and you, our valued shareholders.

You are cordially invited to attend the 2026 Annual Meeting of Stockholders of Amwell, to be held Tuesday, June 16, 2026 at 12:00 p.m. eastern time via the following link: www.virtualshareholdermeeting.com/AMWL2026. We plan to post details of this virtual meeting on our investor relations website at https://investors.amwell.com. We encourage you to check this website prior to the 2026 Annual Meeting of Stockholders if you plan to attend.

Whether or not you plan to attend the meeting, I encourage you to review the enclosed information and vote your shares. Thank you for your continuing interest in Amwell. We value your ongoing support and we are committed to delivering transformative solutions in healthcare, and to creating sustainable long-term value for our stockholders.

Sincerely,

Ido Schoenberg, Chairman and Chief Executive Officer

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AMERICAN WELL CORPORATION

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 16, 2026

Dear Stockholders:

We are pleased to notify you that we will hold the 2026 annual meeting of stockholders (the “Annual Meeting”) on Tuesday, June 16, 2026 at 12:00 p.m. eastern time. The Annual Meeting will be in a virtual meeting format at www.virtualshareholdermeeting.com/AMWL2026.

At the Annual Meeting, stockholders will be asked to consider and vote upon the following matters, all of which are discussed in greater detail in the accompanying proxy statement:

Electing the director-nominees named in the proxy statement;

Ratifying the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2026; and

Approving, on an advisory basis, the compensation paid to our named executive officers.

We will also consider and act upon any other matters that properly come before the Annual Meeting or any adjournment or postponement thereof.

Only stockholders of record at the close of business on April 17, 2026 may vote at the meeting or any postponement(s) or adjournment(s) of the meeting.

Under Securities and Exchange Commission rules that allow companies to furnish proxy materials to shareholders over the Internet, we have elected to make our proxy materials available to all of our stockholders over the Internet. On or about April 23, 2026, we will commence sending to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for the Annual Meeting and our 2025 annual report to stockholders. The Notice also provides instructions on how to vote online or vote by phone and includes instructions on how to receive a paper copy of the proxy materials by mail.

Whether you plan to attend the Annual Meeting or not, it is important that you cast your vote. You may vote over the Internet, telephone or by mail. You are urged to vote in accordance with the instructions set forth in the proxy materials. We encourage you to vote by proxy so that your shares will be represented and voted at the meeting, whether or not you can attend.

In order to attend the meeting online and vote your shares electronically during the meeting, you must register in advance at www.virtualshareholdermeeting.com/AMWL2026 prior to the meeting. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you to access the meeting. Further information about how to attend the Annual Meeting online and vote your shares is included in the accompanying proxy statement.

Thank you for your ongoing support of and interest in American Well Corporation.

     By order of the Board of Directors,

    

     Anna Nesterova

    

     Head of Legal

    

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PROXY STATEMENT	1

INFORMATION ABOUT THE ANNUAL MEETING	1

PROPOSAL NO. 1	5

CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	6

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	15

EXECUTIVE OFFICERS	16

EXECUTIVE COMPENSATION	18

PROPOSAL NO. 2	35

AUDIT COMMITTEE REPORT	36

AUDIT AND NON-AUDIT FEES	37

PROPOSAL NO. 3	38

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	39

OTHER MATTERS	40

2027 ANNUAL MEETING OF STOCKHOLDERS	41

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PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS OF AMERICAN WELL CORPORATION

TO BE HELD JUNE 16, 2026

This proxy statement (this “Proxy Statement”) and Notice of the 2026 Annual Meeting of Stockholders are being provided to you in connection with the solicitation of proxies by our Board of Directors for use at our 2026 Annual Meeting of Stockholders, and any adjournments or postponements thereof (the “Annual Meeting”). The Annual Meeting will be held on Tuesday, June 16, 2026 at 12:00 p.m. eastern time, via live audio webcast at www.virtualshareholdermeeting.com/AMWL2026. Stockholders of record at the close of business on April 17, 2026 are invited to attend the Annual Meeting and are entitled to vote on the proposals described in this Proxy Statement.

On or about April 23, 2026, we made available this Proxy Statement and the Notice of 2026 Annual Meeting of Stockholders to all stockholders entitled to vote at the Annual Meeting, and we began sending the Notice Regarding the Availability of Proxy Materials to all stockholders entitled to vote at the Annual Meeting. Our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (our “Annual Report”), containing our financial statements for the fiscal year ended December 31, 2025, accompanies the Proxy Statement and forms part of the proxy materials.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 16, 2026

This Proxy Statement and our Annual Report are available for viewing, printing and downloading at www.virtualshareholdermeeting.com/AMWL2026. To view these materials, please have your 15-digit control number(s) available that appears on your proxy card.

Additionally, you can find a copy of our Annual Report and the Proxy Statement on the website of the Securities and Exchange Commission (the “SEC”), at www.sec.gov, or in the “SEC Filings” tab of the “Investor Relations” section of our website at www.americanwell.com. You may also obtain a printed copy of our Annual Report, free of charge, by sending a written request to: Anna Nesterova, Head of Legal, American Well Corporation, 75 State Street, Ste 100, Boston, MA 02109. Exhibits, if any, will be provided upon written request and payment of an appropriate processing fee.

INFORMATION ABOUT THE ANNUAL MEETING

Why am I receiving this Proxy Statement?

You are receiving a Proxy Statement because you owned shares of American Well common stock at the close of business on April 17, 2026, the record date for the Annual Meeting, which entitles you to vote at the Annual Meeting.

What is the purpose of the Annual Meeting?

At the Annual Meeting, the stockholders will be asked to consider and vote upon the following matters:

Electing the director-nominees named in this Proxy Statement;

Ratifying the appointment of PricewaterhouseCoopers LLP as American Well’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and

Approving, on an advisory basis, the compensation paid to our named executive officers.

We will also consider and act upon any other matters that properly come before the Annual Meeting or any adjournment or postponement thereof.

Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?

In accordance with rules adopted by the SEC, we are permitted to furnish proxy materials, including this Proxy Statement and our Annual Report, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. If you received a Notice of Internet Availability of Proxy Materials (the “Notice”) by mail, you will not receive a printed copy of the full proxy materials. Instead, the Notice, which was mailed to our stockholders, will instruct you as to how you may access and review all of the proxy materials on the Internet. If you would like to receive a paper copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice.

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When is the record date for the Annual Meeting?

The record date for the meeting is April 17, 2026. Only stockholders of record at the close of business on that date are entitled to vote at the meeting. At the close of business on the record date, there were 15,061,188 shares of Class A common stock outstanding, 1,369,518 shares of Class B common stock outstanding and 277,777 shares of Class C common stock outstanding.

To how many votes am I entitled?

Each share of Class A and Class C common stock are entitled to one vote per share on all matters presented for a vote, except that Class C common stock will not have the right to vote for elections of directors. Holders of Class B common stock are collectively entitled to a number of votes equal to the product of (x) 1.0408163 and (y) the total number of votes that would be cast by the holders of the Class A and Class C common stock, resulting in the Class B common stock collectively holding 51% of the voting power of all outstanding securities. Each share of Class B common stock is entitled to a number of votes equal to the total number of votes held by all Class B common stock divided by the total number of then outstanding shares of Class B common stock. Shares of Class B common stock are held by our co-founders, Dr. Ido Schoenberg and Dr. Roy Schoenberg, who have agreed to vote together as a group.

What is the difference between being a stockholder of record and a beneficial owner?

Many of our stockholders hold their shares through stockbrokers, banks, or other nominees, rather than directly in their own names. As summarized below, there are some differences between being a stockholder of record and a beneficial owner.

Stockholder of record: If your shares are registered directly in your name with our transfer agent, Broadridge Financial Solutions, Inc., you are the stockholder of record, and proxy materials are being sent directly to you. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals named on the proxy card and to vote at the Annual Meeting.

Beneficial owner: If your shares are held in a stock brokerage account or by a bank or other nominee, you are the beneficial owner of shares held in “street name,” and proxy materials are being forwarded to you by your broker, bank or other nominee, who is considered to be the stockholder of record. As the beneficial owner, you have the right to tell your nominee how to vote, and you are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you obtain a legal proxy from your broker, bank or nominee authorizing you to do so. Follow the instructions during the registration process for the Annual Meeting.

Your nominee has sent you instructions on how to direct the nominee’s vote in advance of the meeting through the voting instruction card. You may vote by following those instructions.

I share an address with another stockholder. What do I do if we received only one paper copy of the proxy materials and want additional copies, or we received multiple copies and want only one?

The proxy rules of the SEC permit companies and intermediaries, such as brokers and banks, to satisfy proxy statement delivery requirements for two or more stockholders sharing an address by delivering one proxy statement to those stockholders. This procedure is known as “householding.” Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will promptly deliver a separate copy of the Notice and, if applicable, the other proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these materials. To receive a separate copy, stockholders of record may contact Anna Nesterova, Head of Legal, American Well Corporation, 75 State Street, Ste 100, Boston, MA 02109, or by calling (617) 204-3500 or by emailing anna.nesterova@amwell.com. Beneficial holders may contact their bank, brokerage firm, or other nominee to request information about householding.

Conversely, if stockholders of record living at the same address received multiple copies of our Notice and, if applicable, and the other proxy materials, you may request delivery of a single copy by contacting Anna Nesterova as set forth above. Beneficial holders may contact their bank, brokerage firm, or other nominee to request a single copy of the Notice and, if applicable, the other proxy materials.

How can I vote my shares in advance of the online meeting?

Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct how your shares are voted without attending the online meeting. If you are a stockholder of record, you may vote by proxy. You can vote by proxy over the Internet or telephone by following the instructions provided in the Notice, or, if you requested to receive printed proxy

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materials, you can also vote by mail pursuant to instructions provided on the proxy card. If you hold shares beneficially in street name, you may also vote by proxy over the Internet or telephone, or, if you requested to receive printed proxy materials, you can also vote by mail by following the voting instruction card provided to you by your broker, bank or nominee.

Can I revoke my proxy and change my vote?

You may revoke your proxy at any time before it is voted by notifying the Head of Legal in writing, by returning a signed proxy with a later date, by transmitting a subsequent vote over the Internet or by telephone prior to the close of the Internet voting facility or the telephone voting facility, or by attending the meeting and voting in person. If your stock is held in street name, you must contact your broker or nominee for instructions as to how to change your vote.

How is a quorum reached?

The presence, in person or by proxy, of holders of a majority of the total voting power of all outstanding securities generally entitled to vote at the Annual Meeting is necessary to constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and “broker non-votes” will be counted for purposes of determining whether a quorum is present for the transaction of business at the meeting.

How can I vote my shares during the online meeting?

The Company will be hosting the Annual Meeting live online. After registration and receiving the links, you can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/AMWL2026. The webcast will start at 12:00 p.m. eastern time. You may vote while attending the meeting online.

Shares held in your name as the stockholder of record may be voted by you, while the polls remain open, at www.virtualshareholdermeeting.com/AMWL2026 during the meeting. You will need your control number found in the Notice or proxy card. Shares held beneficially in street name may be voted by you at the meeting only if you obtain a legal proxy from the broker, bank, trustee or nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the online meeting, we recommend that you also submit your proxy or voting instructions as described above so that your vote will be counted if you later decide not to attend the online meeting.

How does the Board recommend I vote on the proposals?

The Board recommends that you vote:

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“FOR” the election of the director-nominees to the Board (Proposal 1);

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“FOR” ratifying the appointment of PricewaterhouseCoopers LLP as American Well’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal 2); and

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“FOR” approving, on an advisory basis, the compensation paid to our named executive officers (Proposal 3).

How are proxies solicited for the Annual Meeting and who is paying for such solicitation?

Our Board of Directors is soliciting proxies for use at the Annual Meeting by means of the proxy materials. We will bear the entire cost of proxy solicitation. Copies of proxy materials will also be made available upon request to brokers, banks and other nominees to forward to the beneficial owners of the shares held of record by such brokers, banks or other nominees. The original solicitation of proxies may be supplemented by solicitation by telephone, electronic communication, or other means by our directors, officers, employees or agents. No additional compensation will be paid to these individuals for any such services, although we may reimburse such individuals for their reasonable out-of-pocket expenses in connection with such solicitation. We do not plan to retain a proxy solicitor to assist in the solicitation of proxies.

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What vote is required to approve each proposal and how are votes counted?


Proposal 1—Election of Directors	The election of directors requires a plurality of the votes of the shares of capital stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. Class C common stock do not have the right to vote on the election of directors. Withhold votes and broker non-votes will have no effect on the results of this proposal.

Proposal 2—Ratifying the Appointment of the Independent Registered Public Accounting Firm	The ratification of the appointment of PricewaterhouseCoopers LLP requires the affirmative vote of holders of a plurality of the votes of all classes of stock outstanding cast at the Annual Meeting on the proposal. Withhold votes will have no effect on the results of this proposal. This is a “routine” matter and, as a result, we do not expect there will be any broker non-votes on this proposal.

Proposal 3—Approving, on an advisory basis, the compensation paid to our named executive officers.	The approval, on an advisory basis, of the compensation paid to our named executive officers requires the affirmative vote of holders of a plurality of the votes of all classes of stock outstanding cast at the Annual Meeting on the proposal. Withhold votes and broker non-votes will have no effect on the results of this vote.

How can I find out the results of the voting at the Annual Meeting?

Final voting results will be published in a current report on Form 8-K that will be filed within four business days after the Annual Meeting.

Who should I call if I have any additional questions?

If you hold your shares directly, please call Anna Nesterova, Head of Legal of the Company, at (617) 204-3500. If your shares are held in street name, please contact the telephone number provided on your voting instruction form or contact your broker or nominee holder directly.

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our Board of Directors is currently composed of 9 members. In accordance with our amended and restated certificate of incorporation, our Board of Directors is divided into three classes with staggered three-year terms. One class is elected each year at the annual meeting of stockholders for a term of three years. At the Annual Meeting, two Class III directors will be elected for a three-year term. Dr. Peter Slavin will not seek re-election at the Annual Meeting. As a result, following the Annual Meeting our Board of Directors will be composed of 8 members. Each director’s term continues until the election and qualification of such director’s successor, or such director’s earlier death, resignation or removal.

Nominees

Our Board of Directors has nominated Dr. Ido Schoenberg and Dr. Roy Schoenberg for election as Class III directors at the Annual Meeting. If elected, each of Dr. Ido Schoenberg and Dr. Roy Schoenberg will serve as Class III directors until the 2029 annual meeting of stockholders or until their successors are elected and qualified, or their earlier death, resignation or removal. Each of the nominees is currently a director of the Company. For information concerning the nominees, see the section titled “Corporate Governance and Board of Directors.”

Dr. Ido Schoenberg and Dr. Roy Schoenberg have each consented to being named as a nominee for director and agreed to continue to serve if elected; however, in the event that a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who shall be designated by our Board of Directors to fill such vacancy or our Board of Directors may reduce its size.

Vote Required

The election of Class III directors requires a plurality of the votes of the shares of capital stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. Accordingly, the two nominees receiving the highest number of “FOR” votes will be elected. Withhold votes and broker non-votes will have no effect on the results of this proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE TWO DIRECTORS NOMINATED BY OUR BOARD OF DIRECTORS AND NAMED IN THIS PROXY STATEMENT AS CLASS III DIRECTORS TO SERVE FOR A THREE-YEAR TERM.

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CORPORATE GOVERNANCE AND BOARD OF DIRECTORS

Code of Ethics and Corporate Governance Guidelines

Our Board has adopted a code of business conduct and ethics that applies to all of our employees, officers and directors. The full text of our code of business conduct and ethics is posted on the investor relations section of our website at https://investors.amwell.com/governance/governance-documents/default.aspx. We intend to disclose future amendments to our Code of Business Conduct and Ethics, and any waivers of such Code, on our website or in public filings.

In addition, our Board has adopted corporate governance guidelines for our company. The full text of our corporate governance guidelines are posted on the investor relations section of our website at https://investors.amwell.com/governance/governance-documents/default.aspx.

Corporate Responsibility Initiatives

Our values are core to who we are and serve as the foundation on which we are able to build a strong organization and promote the long-term interests of our stockholders and stakeholders.

We have made meaningful progress on our corporate responsibility goals and reported on this progress in our 2025 Corporate Responsibility Report. Following the publication of our inaugural report in 2022 and annually thereafter, we reached out to our top stakeholders who validated our approach to corporate responsibility, which is focused on establishing goals and achieving incremental improvement year over year. Our corporate responsibility taskforce, made up of subject matter experts from across the Amwell HR, Legal, and Investor Relations teams, as well as outside consultants and working with oversight from our Board, steadily advanced our comprehensive corporate responsibility strategy connected to our strategic business initiatives. Our published framework is available on the investor relations page of our website.

Our commitment to viewing our business through a corporate responsibility lens is strong and we continue to be guided by three pillars: Our People, Our Products and Our Operations.

Our Corporate Responsibility Framework:

     Our Products

    

     Operational efficiencies: Our clients care about improving outcomes, health access and efficiency. Our solution is designed to enable and empower our clients’ operational goals
Environmental stewardship: The cloud-based, multi-tenant architecture of the Amwell platform reduces the overall energy footprint of our installed client base, contributing to lowering the overall environmental impact of the delivery of healthcare. 
Clinician shortages and burnout: Personnel shortages and care team burnout are all too common in the healthcare field. This is why we’re focused on enabling our clients to leverage technology to unify and augment care team resources and drive new efficient workflows to achieve sought after efficiencies so that teams can focus on the delivery of care. Our unique automated care programs augment care teams and reduce their administrative burden, enabling them to practice at the top of their license.
Patient experience and outcomes: Our platform is fast, seamless and easy to use, addressing several of the biggest barriers to digital healthcare adoption and patient and provider experiences. With our platform as the digital infrastructure foundation, our customers can deliver a seamless patient experience, one that is electronically unified across all care settings and patient connections. Our platform is designed to connect care teams to the information they need, helping them coordinate consultations, accelerate next steps, and deliver better outcomes.
Expanding access to care: We empower our customers to transform the healthcare experience and better meet the needs of providers and patients by being wherever they are, regardless of the care modality required. We do this by using technology to remove distance barriers between patients and healthcare practitioners to address the lack of access to quality care that millions of patients experience. Through our solutions, services, and partnerships, we support health outcomes that rise above some of the challenges caused by the social determinants of health as we work to improve outcomes for all.

    

     Our People

    

     Talent Development and Engagement: Our talented team members devote themselves to serving our mission. We do the same for them by creating programs that expand their capabilities, supporting their growth and development, promoting their wellbeing, and encouraging them to use their voices to drive positive business outcomes.
 
Total Rewards & Wellbeing: We believe enabling best-in-class healthcare starts from within, and invest heavily in the total wellbeing of our employees. We provide a comprehensive and competitive total rewards framework that in grounded in our mission and flexible to meet the needs of our employees.

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Recruitment: We are committed to sourcing and developing the best talent. We conduct merit based selection and unbiased assessments and work to ensure our teams are as unique as the clients and patients we serve.
 
Belonging & Inclusion: We believe in fostering an inclusive culture where everyone feels valued, respected and empowered to be their authentic selves.
 
Social Responsibility: We are enriching and giving back to our communities through our corporate social responsibility initiative, Amwell Cares. We do this through a variety of activities, as well as delivering pro bono healthcare services to communities affected by humanitarian crisis. We work with our clients to extend our impact and employees are also provided a day to volunteer on their own each year.

     Our Operations

    

     Cybersecurity and Data Privacy: As an integral member of the healthcare ecosystem, trust is an imperative. We build that trust by prioritizing the safety and security of all data and personal health information. Our cybersecurity program is designed to align with industry best practices and provide a framework for handling cybersecurity threats and incidents, including threats and incidents associated with third-party service providers. Our security-focused culture is reinforced by ongoing mandatory training and awareness-building activities.
 
Compliance and Ethics: Our business sits at the intersection of technology and healthcare, which means that compliance and ethics are paramount to our credibility. Our organization has significant people, controls, and processes in place to maintain compliance and support integrity at every turn.

Stockholder Engagement

We value stockholder engagement and strive for regular communication with our stockholders throughout the year. In addition to engaging with stockholders through our quarterly earnings calls, we routinely participate in direct investor meetings and investment community conferences.

Governance

Our company was founded by industry veterans, and their passion, energy and expertise have contributed to our success as a leading digital care delivery enablement platform in the United States and globally, connecting and enabling providers, insurers, patients, and innovators to deliver greater access to more affordable, higher quality care.

Our management team is governed by our Board, which works alongside them to determine our business strategy, ensure the sustainable growth of the company, and oversee our enterprise risks and opportunities and corporate responsibility initiatives. Our Board currently consists of nine directors, of whom 22% are women, 78% are independent and 33% are military veterans. Our Board brings a plethora of perspectives, experience and backgrounds to their role of monitoring and advising management.

Board of Directors and Committees

Our directors are divided into three classes of directors, with the classes as nearly equal in number as possible. Each of our directors identified below serves in the class indicated. Subject to any earlier resignation, death or removal in accordance with the terms of our amended and restated certificate of incorporation and amended and restated bylaws, our Class III directors, if elected at the Annual Meeting, will serve until the 2029 annual meeting of stockholders, our Class I directors will serve until the 2027 annual meeting of stockholders and our Class II directors will serve until the 2028 annual meeting of stockholders.

Below is a list of the names, ages as of March 31, 2026 and classification of the individuals who currently serve as our directors, other than Dr. Peter Slavin who, as previously disclosed, will not seek re-election at the Annual Meeting.


Name	Class	Age		Position	Director Since
Ido Schoenberg, MD	III		61	Chairman, Chief Executive Officer	2006
Roy Schoenberg, MD, MPH	III		58	Executive Vice Chairman, Director	2006
Derek Ross	I		54	Director	2018
Stephen Schlegel	II		63	Director	2019
Dr. Delos (Toby) Cosgrove	II		85	Director	2019
Deborah Jackson	I		74	Director	2020
Rob Webb	I		56	Director	2022
Rivka Goldwasser	II		56	Director	2024

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Director Biographies

Information concerning our directors is set forth below. The biographical description of each director includes the specific experience, qualifications, attributes and skills that led to the Board’s conclusion at the time of filing of this Proxy Statement that each person listed below should serve as a director.

Director Nominees (Class III Directors)

Ido Schoenberg, Chairman, co-Chief Executive Officer

Since 2007, Dr. Ido Schoenberg has served as the Chairman and co-CEO of Amwell, becoming the sole CEO in June of 2024. He currently oversees the business operations of Amwell. In 1996, together with Phyllis Gotlib, he co-founded iMDSoft, a provider of enterprise software that automates hospital critical care units. He grew the company into a market leader with a large multi-national installed base in the United States, Europe and East Asia. In 2001, Dr. Ido Schoenberg joined CareKey, Inc. as Chief Executive Officer and took the company through its acquisition by the TriZetto group. Dr. Ido Schoenberg served as TriZetto’s Chief Business Strategy Officer until his departure in the summer of 2006. Dr. Ido Schoenberg previously served as the chairman of iMDSoft’s scientific advisory board. Dr. Ido Schoenberg holds an MD from the Sackler School of Medicine. We believe that Dr. Ido Schoenberg’s extensive experience in the healthcare space, prior track record as a successful entrepreneur and leadership skills make him a valuable part of our Board of Directors.

Roy Schoenberg

In June 2024 Dr. Roy Schoenberg took on the role of Executive Vice Chairman of the Board of Directors. Dr. Roy Schoenberg served as President and co-CEO of Amwell from inception to June 2024. Dr. Roy Schoenberg is the inventor of the American Well® concept. Since September 2025, Dr. Roy Schoenberg has been the Chief Executive Officer of Aileen.ai. Dr. Roy Schoenberg was previously the founder of CareKey, Inc., a software vendor offering electronic health management systems. Dr. Roy Schoenberg led CareKey through product development, market introduction, and the adoption of its solutions. Dr. Roy Schoenberg continued to serve as Senior Vice President and Chief Internet Solutions Officer at TriZetto, following its acquisition of CareKey in December 2005. In 2013, Dr. Roy Schoenberg was appointed to the Federation of State Medical Boards’ task force delivering landmark guidelines for the “Appropriate Use of Telehealth in Medical Practice.” Dr. Roy Schoenberg is the author of numerous publications, talks, and books in the area of medical informatics, many of which he published during his work at the Center for Clinical Computing at Harvard’s Beth Israel Deaconess Hospital, where he was a Fellow in Clinical Informatics from 1998 to 2001. Dr. Roy Schoenberg is on the advisory board of the MIT Sloan Health Initiative, Brigham and Women's Hospital Center for Patient Safety Research and Practice, and the American Heart Association Telehealth board. Dr. Roy Schoenberg holds an MD from the Hebrew University Medical School and an MPH in Healthcare Management from Harvard University. We believe that Dr. Roy Schoenberg’s extensive experience in the healthcare space, prior track record as a successful entrepreneur and leadership skills make him a valuable part of our Board of Directors.

Directors with Terms Expiring in 2027 (Class I Directors)

Derek Ross

Mr. Ross is an accomplished healthcare executive with over 30 years of experience in healthcare and finance. Since January 2026, Mr. Ross has served as the Chief Financial Officer at The OCHIN Company. OCHIN delivers enabling technology, clinical insights, and consultancy services to expand patient access, strengthen care teams, and improve health outcomes for rural and lower-resourced safety net care organizations. Before joining OCHIN, Derek held a variety of senior leadership roles across several of Royal Philips’ Healthcare business groups. His responsibilities included serving as the business leader after a tenure as CFO for their Global Population Health Management and the business leader for the Aging and Caregiving and Senior Living businesses. Mr. Ross holds a BA in Business Studies from Babson College and an MBA from the F.W. Olin Graduate School of Business at Babson College. We believe that Mr. Ross’s extensive experience in the health technology space and leadership skills make him a valuable part of our Board of Directors.

Deborah Jackson

From 2011 to 2023, Ms. Jackson served as the President of Cambridge College. From 2002 to 2011, Ms. Jackson served as the CEO of the American Red Cross of Eastern Massachusetts. Prior to that, she was Vice President of the Boston Foundation and Senior Vice President at Boston Children’s Hospital. She spent a decade early in her career at one of the country’s leading research and consulting firms, Abt Associates, where she served as the Deputy Director of its Healthcare and Income Security Group. Throughout her career, Ms. Jackson has served on numerous boards and commissions including serving on the Mayor’s

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Task Force on Healthcare Disparities as Co-Chair, the Group Insurance Commission of the Commonwealth of Massachusetts, the Board of Directors of Harvard Pilgrim Health Care, and the National Association of Corporate Directors. She currently serves as the Lead Director of Eastern Bankshares, Inc., a publicly traded company, and serves on the board of the Eastern Bank Charitable Foundation and John Hancock Investments. Ms. Jackson holds a BA from Northeastern University and a Masters in City Planning from the Massachusetts Institute of Technology. She is the recipient of honorary doctorate degrees from Curry College and Merrimack Valley College. We believe that Ms. Jackson’s extensive experience in the healthcare space and leadership skills make her a valuable part of our Board of Directors.

Rob Webb

Mr. Webb is an experienced health care executive, board member, and advocate for innovation in established industries. With a distinguished 19-year tenure at UnitedHealth Group, Rob held several key executive positions, including ten years as the CEO of Optum’s consumer and specialty network businesses, and nine years as the president of UHG Ventures. Since August 2021, he currently leads Onward Enterprises, an investment and advisory firm dedicated to fostering innovation in health care and beyond. In addition to the Amwell board, Mr. Webb serves in a board role for Ardent Health Partners, Inc., a publicly traded company, Delmec Ireland, and The Kellogg School Health Care Advisory Board. He has held board roles for dynamic, high-growth health care companies, including Symphonix Health, Sanvello, Naviguard, Bind Insurance (now Surest), Level2 and others. Rob received his bachelor’s degree in mechanical engineering from the University of Minnesota, and his MBA in finance from the Kellogg School of Management at Northwestern University. We believe that Mr. Webb’s extensive experience in the healthcare space and leadership skills make him a valuable part of our Board of Directors.

Directors with Terms Expiring in 2028 (Class II Directors)

Stephen Schlegel, Director

From August 2005 to his early retirement in February 2021, Mr. Schlegel has served as Vice President, Corporate Development at Anthem, Inc., a leading health benefits company. In this capacity, Mr. Schlegel was responsible for leading the company’s corporate development activities, managing mergers and acquisitions and corporate negotiations. He previously served from 1998 to 2005 as Vice President, Corporate Development and Strategy at Sprint. Mr. Schlegel served on the Board of Directors of Orion Acquisition Corp, a publicly traded company, from 2022 to 2023. Mr. Schlegel holds a BA in accounting from Loras College and an MBA from the University of Chicago Booth School of Business. We believe that Mr. Schlegel’s extensive experience in the healthcare space, background in corporate development and leadership skills make him a valuable part of our Board of Directors.

Dr. Delos (Toby) Cosgrove, Director

Dr. Cosgrove is the former CEO and President of the Cleveland Clinic. Serving from 2004 through 2017, he led the $8 billion organization to new heights of achievement and efficiency, seeing it ranked the #2 hospital in America (U.S. News). As CEO from 2004 to 2017, he reorganized services, improved outcomes and patient experience, and strengthened the organization’s finances. Dr. Cosgrove holds a BA from Williams College and an MD from the University of Virginia School of Medicine. Dr. Cosgrove joined the Cleveland Clinic in 1975 and chaired the Department of Thoracic and Cardiovascular Surgery from 1989 to 2004. He performed over 22,000 operations and earned an international reputation in valve repair. Dr. Cosgrove serves in a board role for Hims & Hers, Inc. and SIM Acquisition Corp., both publicly traded companies, as well as board roles in other non-public companies. He holds 30 patents for medical innovations. He trained at Massachusetts General Hospital and Brook General Hospital in London. In 1967, he was a surgeon in the U.S. Air Force, earning a Bronze Star. Dr. Cosgrove is a member of the National Academy of Medicine, and a Fellow of the National Academy of Inventors. In 2016, he was a Fortune Businessperson of the Year (No 14.) Three successive presidents of the United States have consulted him on healthcare issues. We believe that Dr. Cosgrove’s extensive experience in the healthcare space, background in health systems and public policy and leadership skills make him a valuable part of our Board of Directors.

Rivka Goldwasser

Ms. Goldwasser is an experienced financial executive with over 20 years of experience advising healthcare organizations and institutional investors. She spent 15 years at Morgan Stanley where she was a managing director, head of U.S. Healthcare Services & Technology Research and most recently Investment Banking groups, and was formally co-head of U.S. Healthcare Research at UBS where she covered healthcare services, diagnostics, and generic companies. Ms. Goldwasser received her bachelor’s degree in Economics and Political Science from Tel Aviv University and her MBA from the Kellogg School of Management at Northwestern University. Throughout her career, she has led many successful initial public offerings, including Amwell, and has a passion for helping companies navigate the complexities of public market dynamics. She was recognized by

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Institutional Investor Magazine as a top-ranked research analyst for 18 years. We believe that Ms. Goldwasser’s extensive experience in the health technology space, financial and leadership skills make her a valuable part of our Board of Directors.

Board Skills Matrix

Our Board believes that it should be a body with a mix of viewpoints, skills, and experience in order to ensure effective oversight of our business. As such, our Nominating and Corporate Governance Committee and our Board as a whole are focused on ensuring that a wide range of experience, qualifications, attributes, skills, and perspectives are represented on our Board.

The Board believes that each director has valuable individual competencies and backgrounds that, taken together, provide the tools necessary to offer thoughtful and engaging oversight of our business. As indicated in the directors’ biographies, our directors have exhibited significant leadership skills and extensive experience in fields which the Board believes provides valuable knowledge regarding critical elements of our business. Specifically, our Directors have extensive operational expertise in the healthcare sector and strategy & M&A; three members of the Audit Committee are “Audit Committee Financial Experts” per SEC rules; and half of our directors are experts in corporate governance and fiduciary duties as evidenced by past and present participation on the Board of Directors of other entities.

The following matrix identifies the primary experience, qualifications, attributes and skills of each of our directors. This matrix does not encompass all the experience, qualifications, attributes or skills of our directors, and the fact that a particular experience, qualification, attribute or skill is not listed does not mean that a director does not possess it.


Director Experiences, Qualifications, Attributes & Skills	Ido Schoenberg, MD	Roy Schoenberg, MD, MPH	Derek Ross	Stephen Schlegel	Dr. Delos (Toby) Cosgrove	Deborah Jackson	Rob Webb	Rivka Goldwasser
Healthcare and Medical Operational Expertise	X	X	X	X	X	X	X	X
Academics and Research					X	X
Corporate Governance		X			X	X	X
Technology & Cybersecurity		X	X
Accounting and Financial Reporting			X	X			X	X
Government and Veteran’s Affairs	X	X			X
Regulatory and Compliance					X
Strategy and M&A	X	X	X	X	X	X	X	X
Independence			X	X	X	X	X	X

Director Independence

Under the NYSE listing standards, no director qualifies as “independent” unless the Board affirmatively determines that the director has “no material relationship” with the listed company, either directly or as a partner, shareholder or officer of an organization that has a relationship with the company.

Our Board has undertaken a review of the independence of each director. Our Board has determined that Stephen Schlegel, Derek Ross, Dr. Toby Cosgrove, Rob Webb, Deborah Jackson and Rivka Goldwasser do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under applicable NYSE rules. In addition, our Board determined that Dr. Peter Slavin, who will continue to serve as a director until the Annual Meeting, does not have any relationship that interfered with his exercise of independent judgment in carrying out the responsibilities of a director and that he is “independent” as that term is defined under applicable NYSE rules. In making these determinations, our Board considered the current and prior relationships that each non-employee director has with the Company and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section titled “Certain Relationships and Related Person Transactions.”

Relationships

Drs. Ido and Roy Schoenberg are siblings, and Dr. Ido Schoenberg and Phyllis Gotlib are married to each other.

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Board Leadership Structure

Dr. Ido Schoenberg serves as both the Chairman of our Board and Chief Executive Officer. We do not have a lead independent director. Our Board believes that the current board leadership structure, coupled with a strong emphasis on board independence (with all directors other than Drs. Ido and Roy Schoenberg being independent under NYSE rules), provides effective independent oversight of management and risk management processes while allowing our Board and management to benefit from Dr. Ido Schoenberg’s extensive executive leadership and operational experience.

Our Board has concluded that our current leadership structure is appropriate at this time. However, our Board will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate.

Attendance at Board and Annual Meetings

During 2025, our Board had 6 meetings, our Audit Committee had 4 meetings, our Compensation Committee had 4 meetings, and our Nominating and Corporate Governance Committee had 2 meetings. In addition to regularly scheduled and special meetings, the Board and its committees routinely hold informal discussions and perform certain actions by written consent. Each director attended at least 75% of the aggregate of (i) the total number of meetings of our Board held during the period for which he or she served as a director and (ii) the total number of meetings held by all committees of our Board on which such director served (held during the period of such director’s committee service). Our non-employee directors, all of whom are independent directors, meet in regularly scheduled executive session, typically after a scheduled Board meeting. Our Board has not formally selected a director to preside over either our executive sessions of non-employee directors. Instead, the participating directors designate a presiding director for the session.

Although we do not have a formal policy regarding attendance by members of our Board at annual meetings of stockholders, we encourage our directors to attend such meetings. All of our directors attended our 2025 annual meeting of stockholders.

Board Committees

Our Board has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, each of which have the composition and responsibilities described below. Our Board may establish other committees to facilitate the management of our business. Copies of the charters of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are available via our investor relations website (investors.amwell.com/governance/governance-documents/default.aspx). Members serve on these committees until their resignation or until otherwise determined by our Board.

The following table sets forth the standing committees of our Board and the members of each such committee as of December 31, 2025, other than Dr. Peter Slavin who, as previously disclosed, will not seek re-election at the Annual Meeting:

     Name

     Audit Committee

     Compensation Committee

     Nominating and Corporate Governance Committee

Derek Ross

Member

—

—

     Stephen Schlegel

     Chair

     Chair

     Member

Dr. Delos (Toby) Cosgrove

—

—

Member

Deborah Jackson

—

—

Member

Rob Webb

Member

Member

—

Rivka Goldwasser

Member

—

Chair

Audit Committee

Each member of the Audit Committee meets the requirements for independence under NYSE listing standards and Rule 10A-3 under the Exchange Act. Each member of our Audit Committee is financially literate. In addition, our Board has determined that each of Derek Ross, Rivka Goldwasser and Rob Webb is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act. This designation does not impose on our audit committee financial expert any duties, obligations or liabilities that are greater than are generally imposed on members of our Audit Committee and our Board. Our Audit Committee is directly responsible for, among other things:

•

selecting a firm to serve as the independent registered public accounting firm to audit our financial statements;

•

ensuring the independence of the independent registered public accounting firm;

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•

discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and that firm, our interim and year-end operating results;

•

establishing procedures for employees to anonymously submit concerns about questionable accounting or audit matters;

•

considering the adequacy of our internal controls and internal audit function;

•

reviewing material related party transactions or those that require disclosure; and

•

approving or, as permitted, pre-approving all audit and non-audit services to be performed by the independent registered public accounting firm.

Compensation Committee

Each member of the Compensation committee meets the requirements for independence under NYSE listing standards and Rule 10C-1 under the Exchange Act and is a non-employee director, as defined by Rule 16b-3 promulgated under the Exchange Act. Our Compensation Committee is responsible for, among other things:

•

reviewing and approving, or recommending that our Board approve, the compensation of our executive officers;

•

reviewing and recommending to our Board the compensation of our directors;

•

administering our stock and equity incentive plans;

•

reviewing and approving, or making recommendations to our Board with respect to, incentive compensation and equity plans;

•

reviewing our overall compensation philosophy;

•

in consultation with our co-Chief Executive Officers, periodically reviewing our management succession planning;

•

approving this Executive Compensation section; and

•

overseeing the administration of, and as appropriate, the enforcement of our clawback policy.

The Compensation Committee may delegate any of its responsibilities to subcommittees or the chair of the Committee and has delegated to our Chief Executive Officer the authority to make grants of equity awards to individuals who are not subject to Section 16 of the Exchange Act, pursuant to its Delegation Policy.

For a description of the role of our executive officers and independent compensation consultant in determining or recommending the amount or form of executive and director compensation, see “Director Compensation” and “Executive Compensation.”

Nominating and Governance Committee

Each member of the Nominating and Governance Committee meets the requirements for independence under NYSE listing standards. Our nominating and governance committee is responsible for, among other things:

•

identifying and recommending candidates for membership on our Board;

•

reviewing and recommending our Corporate Governance Guidelines and policies;

•

overseeing corporate responsibility initiatives;

•

reviewing proposed waivers of the code of conduct for directors and executive officers;

•

overseeing the process of evaluating the performance of our Board;

•

evaluating director compensation; and

•

assisting our Board on corporate governance matters.

Role of the Board in Risk Oversight

One of the key functions of our Board is informed oversight of our risk management process. Such risks include, among others, strategic, financial, business and operational, cybersecurity, legal and regulatory compliance, and reputational risks. Our Board administers this oversight function directly through the Board as a whole, as well as through its standing committees that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic

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risk exposure. Our Audit Committee is responsible for reviewing and discussing our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies with respect to risk assessment and risk management. In addition to oversight of the performance of our external auditors, our Audit Committee also monitors compliance with legal and regulatory requirements, cybersecurity and reviews related party transactions. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs have the potential to encourage excessive risk-taking. Our Nominating and Corporate Governance Committee monitors the effectiveness of our Corporate Governance Guidelines. Each committee regularly provides updates and reports to the Board.

Hedging and Pledging Policy

Our Insider Trading Policy prohibits our directors, officers and employees from engaging in transactions that are designed to hedge or speculate on any change in the market value of our equity securities and prohibits our directors, officers and employees from pledging our securities in any circumstance.

Insider Trading Policy

We maintain insider trading policies and procedures governing the purchase, sale and/or other dispositions of our securities by directors, officers and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable stock exchange listing standards. A copy of our insider trading policy was filed as exhibit 19.1 to our Annual Report. In addition, it is our policy to comply with applicable securities and state laws, including insider trading laws, when engaging in transactions in our securities.

Director Nomination Process

Our Nominating and Corporate Governance Committee uses a variety of methods for identifying and evaluating potential director candidates. In its evaluation of such candidates, including the current directors eligible for re-election, our Nominating and Corporate Governance Committee will consider the current size of our Board, the expertise of our current directors and the needs of our business going forward.

Some of the qualifications that our Nominating and Corporate Governance Committee considers include, without limitation, experience of particular relevance to us and the Board, accomplishments, superior credentials, independence, area of expertise, diverse backgrounds, and the highest ethical and moral standards. In determining whether to recommend a director for re-election, the Nominating and Corporate Governance Committee also considers the director’s past attendance at meetings and participation in and contributions to the activities of the Board and the Company.

After completing its review and evaluation of director candidates, our Nominating and Corporate Governance Committee recommends to our full Board the director nominees for selection. Our Nominating and Corporate Governance Committee will consider candidates for director recommended by stockholders. The Nominating and Corporate Governance committee will evaluate such recommendations in accordance with the regular director nominee criteria described above. A stockholder that wants to recommend a candidate for consideration by our Nominating and Corporate Governance Committee should direct the recommendation in writing to the Company, attention of the Head of Legal at American Well Corporation, 75 State Street., Ste 100, Boston, MA 02109. The recommendation must include the candidate’s name, age, home and business contact information, detailed biographical data, relevant qualifications, a signed letter from the candidate confirming willingness to serve, information regarding any relationships between the candidate and the Company and evidence of the recommending stockholder’s ownership of our capital stock. Such a recommendation must also include a statement from the recommending stockholder in support of the candidate, particularly within the context of the criteria for membership on our Board.

Communications with Our Board

Stockholders and other interested parties may communicate with our Board, our non-employee directors as a group or any of our directors by sending written communications addressed to our Head of Legal at American Well Corporation, 75 State Street, Ste 100, Boston, MA 02109. Each communication will be reviewed by our Head of Legal to determine whether it is appropriate for presentation to our Board or the applicable director(s). The purpose of this screening is to allow our Board to avoid having to consider irrelevant or inappropriate communications (such as advertisements, solicitations, and product inquiries).

Controlled Company

We are a “controlled company” within the meaning of the corporate governance standards of the New York Stock Exchange (“NYSE”). Drs. Ido and Roy Schoenberg hold 51% of the total combined voting power of our outstanding common stock and

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have agreed to vote as a group. We do not rely on any exemptions from the corporate governance standards available to controlled companies.

DIRECTOR COMPENSATION

Non-Employee Director Compensation Policy

All of our non-employee directors are eligible to receive compensation for their service on our Board. Board members who are also our employees are not paid any additional compensation for their service on our Board.

The Board’s non-employee director compensation policy is designed to provide a total compensation package that enables us to attract and retain, on a long-term basis, high-caliber non-employee directors. The Board may amend, modify or terminate the policy at any time. The policy is reviewed annually by the Compensation Committee and the full Board with reference to the policies of each of the members of a peer group of similar companies selected by the Compensation Committee in consultation with Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”), its independent compensation consultant.

The compensation for services is based on the director compensation policy, under which our non-employee directors are eligible to receive annual cash retainers and restricted stock unit (“RSU”) grants, as follows: (i) annual cash retainer of $75,000 and $5,000 annually in addition to the annual retainer for serving as a Board Chair for one of the following; the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, paid in quarterly installments in arrears, (ii) an initial RSU grant with a fair market value of $300,000 to be made in connection with the director’s appointment to the Board (or, if such director is appointed on the date of our annual meeting of stockholders, $450,000) (“Initial RSUs”), which vests in equal annual installments over three years, and (iii) an annual RSU grant with a fair market value of $150,000 and a grant of $25,000 annually for serving as a Board Chair for one of the following; the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee to be made in connection with our annual meeting of stockholders (“Annual RSUs”), which vests on the earlier of:

(A) the day immediately preceding the date of our first annual meeting of stockholders following the date of grant; or

(B) the first anniversary of the date of grant.

The value of Initial RSUs and Annual RSUs is determined using the closing price of the Company’s Class A common stock on the NYSE on the date of the award. The Board has reserved discretion under the policy to grant all or a portion of the foregoing equity awards in any combination of equity-based awards available for grant under the 2020 Equity Plan or any other applicable equity incentive plan maintained by the Company at the time of grant.

Non-Employee Director Compensation

The following table sets forth information concerning the compensation earned by each of our non-employee directors during the fiscal year ended December 31, 2025.


Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)		Total ($)
Stephen Schlegel	$	85,000	$	205,291	$	290,291
Derek Ross	$	75,000	$	153,967	$	228,967
Peter Slavin	$	75,000	$	153,967	$	228,967
Delos Cosgrove	$	75,000	$	153,967	$	228,967
Deborah Jackson	$	75,000	$	153,967	$	228,967
Rob Webb	$	75,000	$	153,967	$	228,967
Rivka Goldwasser	$	80,000	$	179,629	$	259,629

(1) Represents the aggregate grant date fair value of RSUs that were granted during the year referenced, computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the RSU awards are described in Note 14 to our audited consolidated financial statements included in our Annual Report. The table below shows the number of option awards (all of which are fully-vested) and unvested stock awards that were outstanding and held by each of our non-employee directors as of December 31, 2025.

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Name	Stock Options (#)		Unvested Stock Awards (#)
Stephen Schlegel		—		27,855
Derek Ross		—		20,891

SEC Form DEF 14A filed by American Well Corporation