TELADOC HEALTH INC (TDOC)
Sector: Health Care
2026 Annual Meeting Analysis
TELADOC HEALTH INC · Meeting: May 21, 2026
Directors FOR
2
Directors AGAINST
7
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
As CEO and director since June 2024, Divita's tenure overlaps the severe underperformance period; TDOC's 3-year price return is -79.3%, trailing the XLV healthcare ETF by approximately 97 percentage points, far exceeding the 30-percentage-point trigger threshold for companies with negative absolute 3-year returns — and the 5-year return of -97.1% confirms this is sustained, not transient underperformance, so the 5-year mitigant does not apply. Although Divita joined during an already-underperforming period (mitigating context noted), the TSR trigger still fires and the policy requires an AGAINST vote for executive directors under the same standard as all other directors.
Fenwick has served as an independent director since November 2020, giving her tenure meaningful overlap with the 3-year underperformance period; TDOC's 3-year price return of -79.3% trails the XLV healthcare ETF by approximately 97 percentage points, far exceeding the 30-percentage-point trigger for negative absolute TSR, and the 5-year return of -97.1% does not provide a mitigating long-term track record, so an AGAINST vote is required.
Jacobson has served as an independent director since February 2020, giving her full overlap with the 3-year underperformance period; TDOC's 3-year price return of -79.3% trails the XLV healthcare ETF by approximately 97 percentage points, far exceeding the 30-percentage-point trigger for negative absolute TSR, and the 5-year return of -97.1% confirms sustained underperformance with no mitigating long-term track record.
Paulus has served as an independent director since February 2017 and as Board Chairman since June 2025, giving him extensive overlap with the underperformance period; TDOC's 3-year price return of -79.3% trails the XLV healthcare ETF by approximately 97 percentage points, far exceeding the 30-percentage-point trigger for negative absolute TSR, and the 5-year return of -97.1% confirms sustained underperformance with no mitigating long-term track record.
Shedlarz has served as an independent director since September 2016, giving him full overlap with the 3-year underperformance period; TDOC's 3-year price return of -79.3% trails the XLV healthcare ETF by approximately 97 percentage points, far exceeding the 30-percentage-point trigger for negative absolute TSR, and the 5-year return of -97.1% confirms sustained underperformance with no mitigating long-term track record.
Smith has served as an independent director since October 2018, giving him full overlap with the 3-year underperformance period; TDOC's 3-year price return of -79.3% trails the XLV healthcare ETF by approximately 97 percentage points, far exceeding the 30-percentage-point trigger for negative absolute TSR, and the 5-year return of -97.1% confirms sustained underperformance with no mitigating long-term track record.
Snow has served as an independent director since February 2014, giving him full overlap with the 3-year underperformance period; TDOC's 3-year price return of -79.3% trails the XLV healthcare ETF by approximately 97 percentage points, far exceeding the 30-percentage-point trigger for negative absolute TSR, and the 5-year return of -97.1% confirms sustained underperformance; additionally, Snow is CEO of Cedar Gate Technologies, to which Teladoc paid approximately $2.3 million in 2025 under a related-party contract, which is a material governance concern even though it was disclosed and approved by the Audit Committee.
For Analysis
Salka joined the board in March 2026, which is within the 24-month new-director exemption period under the policy, so the TSR underperformance trigger does not apply to her; she brings relevant executive leadership experience as a former CEO of AMN Healthcare and financial expertise qualifying her as an audit committee financial expert.
Michael S. Smith joined the board in February 2026, which is within the 24-month new-director exemption period under the policy, so the TSR underperformance trigger does not apply to him; he brings relevant financial services, insurance, and actuarial expertise that is valuable to the board's oversight of a complex healthcare technology company.
Of the nine director nominees, seven receive AGAINST votes due to the severe TSR underperformance trigger: TDOC's 3-year price return of -79.3% trails the XLV healthcare ETF benchmark by approximately 97 percentage points, far exceeding the 30-percentage-point threshold for companies with negative absolute 3-year returns. The two newly appointed directors (Salka, March 2026; Michael S. Smith, February 2026) are exempt from the TSR trigger under the 24-month new-director exemption and receive FOR votes. The 5-year return of -97.1% confirms this is sustained, multi-year destruction of shareholder value and not a transient dip, so the 5-year mitigant does not rescue any of the tenured directors.
Say on Pay
✓ FORCEO
Charles Divita, III
Total Comp
$11,202,996
Prior Support
73.4%%
The CEO's total reported compensation of approximately $11.2 million is notable in the context of a company with a market cap of under $1 billion, but the pay mix is strongly variable — 92.9% of the CEO's target compensation is performance-based equity and incentive pay, which is well above the 50-60% policy threshold, and actual realized pay in 2025 was less than half of target because performance goals were missed, demonstrating that the program genuinely reduces payouts when results fall short. The 2025 Say-on-Pay vote received 73.4% support, which is above the 70% threshold that would require a mandatory negative response, and the company made targeted adjustments in response — freezing the CEO's base salary and reducing his 2026 equity grant target by 18% — which represents a meaningful response to shareholder feedback. While Teladoc's stock performance has been severely negative (-79.3% over 3 years vs. the XLV healthcare ETF), the variable pay structure is functioning as intended with below-target payouts, the company has a meaningful clawback policy, and variable pay levels do not appear to be materially above benchmark given the below-target outcomes, so the pay-for-performance alignment check does not trigger a negative vote on the compensation program itself.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$4,122,286
Non-Audit Fees
$129,740
Non-audit fees (tax fees of $109,799 plus other fees of $19,941, totaling $129,740) represent approximately 3.1% of audit fees ($4,122,286), which is well below the 50% threshold that would trigger a concern about auditor independence. Ernst & Young is a Big Four firm appropriate for a company of Teladoc's size and complexity, and no material restatements were identified. Auditor tenure is not disclosed in the proxy, so the tenure trigger does not fire per policy — tenure absence is noted as a minor negative factor but does not change the vote.
Overall Assessment
Teladoc Health's 2026 annual meeting presents a board with severe, sustained TSR underperformance — the stock has lost approximately 79% over three years and 97% over five years, trailing the XLV healthcare ETF by roughly 97 percentage points — resulting in AGAINST votes for seven of nine director nominees, with only the two newly appointed directors exempted under the 24-month new-director rule. The Say-on-Pay and auditor ratification proposals both pass muster: the compensation program is genuinely performance-linked (realized CEO pay was less than half of target in 2025 due to missed goals), and Ernst & Young's non-audit fees are a negligible 3.1% of audit fees.