Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective January 28, 2021, Richard J. Napolitano joined Teladoc Health, Inc.
(the "Company") as its Senior Vice President, Chief Accounting Officer and
Controller. Mr. Napolitano, age 54, has experience in a variety of finance
areas, including accounting, reporting and compliance, operations, financial
planning & analysis, capital markets, mergers and acquisitions, and finance
transformation. Mr. Napolitano previously served as the Chief Accounting Officer
of Sterling Infosystems, Inc., a leader in background and identity services,
from December 2019 until January 2021. Prior to that, he worked at MSCI Inc.
("MSCI"), a S&P 500 company that provides investment decision support tools,
where he was the Global Controller and/or Principal Accounting Officer from June
2011 to August 2018, and Head of Business Finance to July 2019. Prior to joining
MSCI, Mr. Napolitano worked at Morgan Stanley, J.P. Morgan Chase and Ernst &
Young in a variety of finance positions. Mr. Napolitano holds a Bachelor of
Science in Accounting and a M.B.A. in Finance from the Leonard N. Stern School
of Business at New York University. He is also a member of the American
Institute of Certified Public Accountants.
There are no arrangements or understandings between Mr. Napolitano and any other
person pursuant to which he was selected as an officer. There are no family
relationships between Mr. Napolitano and any director or officer of the Company
or any other related-party transaction of the Company involving Mr. Napolitano.
In connection with his commencement of employment with the Company, Mr.
Napolitano and the Company entered into a letter agreement that provides for (i)
an annual base salary of $330,000, (ii) one-time bonuses in the aggregate amount
of $180,000, (iii) eligibility to receive an annual bonus targeted at 50% of his
annual base salary, and (iv) a new-hire incentive equity award under the
Company's Livongo Acquisition Incentive Award Plan with an aggregate grant date
fair value of approximately $1,600,000, which is expected to be issued in the
form of restricted stock units. The restricted stock units to be issued to Mr.
Napolitano are expected to vest in three equal installments on each of the first
three anniversaries of the grant date, subject to Mr. Napolitano's continued
service on the applicable vesting date. The Company anticipates granting
additional annual incentive equity awards with an aggregate grant date fair
value of approximately $200,000 in accordance with the Company's customary
practices.
Mr. Napolitano will be eligible for payments and benefits in connection with a
qualifying termination of employment pursuant to the terms of the Company's
Senior Leader Severance Plan as previously described in the Company's Current
Report on Form 8-K filed with the Securities and Exchange Commission on May 7,
2020. Mr. Napolitano is subject to customary non-compete and non-solicitation
provisions during the term of his employment and for a period of 12 months
following his termination. Mr. Napolitano has also entered into the Company's
standard indemnification agreement.
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