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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:

Roy and I send our best to you and your families. We cherish your trust and thank you for your support and confidence as together, we strive to make healthcare more affordable and accessible to all. I’m pleased to report that 2022 was an important and strategic year for Amwell. On many levels, it was an incredible year. We rallied as a company and executed well, making meaningful progress in the transition to Converge™, our software platform that we believe will enable and empower the future of hybrid care. We have integrated valuable behavioral health and automated care programs into our platform and are working closely with our clients and partners to leverage the value generated from Converge across their organizations. At Amwell, our connection to our mission has never been stronger.

Our teams are motivated by the certainty that Digital First™ care is rapidly becoming the main highway for a variety of care modalities offered by all types of providers and services, and our role in this evolution is significant. This approach resonates with health systems who are prioritizing digital care in order to achieve important goals around relieving staff burnout, increasing retention, new sources of revenue and streamlining workflows. We support and embrace patients with our automated programs, engaging them to improve outcomes. We enable models of care that allow our clients to differentiate their own approach to care.

A lot has changed in the past few years. Every day, I speak with healthcare industry leaders who are struggling to unify fragmented technologies and define emerging digital care models. To do so, they require a partner to rely on; a partner to simplify this path, a partner who can knit together underlying software infrastructure and clinical best practices to advance their goals. At Amwell, our differentiation is clear. We have the clinical experience to understand the challenges our clients face. The Converge platform is purpose-built and future ready, founded on years of investing and understanding the needs of our clients.

Our approach to the market sets us apart. We are a trusted partner. We enable and empower our clients to deliver new and exciting ways to provide care while achieving important operational goals.

Our priorities for 2023 are clear:

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In closing, we are driven every day at Amwell to continue along this path to achieving our goals and pursuing our mission. Our solution is in high demand because it solves important problems for innovative healthcare organizations seeking to evolve to hybrid digital care. We begin 2023 on strong footing. While there remain broader uncertainties in our world today, there is a long runway ahead for digital first healthcare, our role is unique and differentiated, and the opportunity before us has never been brighter.

Thank you for your continuing interest in Amwell. As always, we value your ongoing support and we are committed to delivering world-class solutions and to creating sustainable long-term value for our stockholders.

Sincerely,

Ido Schoenberg, Chairman and co-Chief Executive Officer

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AMERICAN WELL CORPORATION

NOTICE OF 20222023 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 13, 2022June 22, 2023

Dear Stockholders:

We are pleased to notify you that we will hold the 20222023 annual meeting of Stockholdersstockholders (the “Annual Meeting”) on Monday,Thursday, June 13, 202222, 2023 at 10:9:00 a.m. eastern time. The Annual Meeting will be in a virtual meeting format at www.virtualshareholdermeeting.com/AMWL2022AMWL2023.

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:

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 14, 202225, 2023 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. We will be able to provide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On or about April 29, 2022,28, 2023, 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 our 20222023 annual meeting of stockholders and our 20212022 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 either by remote communication at the meeting or by proxy. You may vote over the Internet, telephone or by mail. You are urged to vote in accordance with the instructions set forth in this proxy statement. 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 https://www.virtualshareholdermeeting.com/AMWL2022AMWL2023prior 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 and will permit you to submit questions. Further information about how to attend the Annual Meeting online, vote your shares and submit questions 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,

Bradford Gay

General Counsel

April 29, 2022

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PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS OF AMERICAN WELL CORPORATION

TO BE HELD JUNE 13, 2022June 22, 2023

This proxy statement (this “Proxy Statement”) and Notice of 20222023 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 20222023 Annual Meeting of Stockholders, and any adjournments or postponements thereof (the “Annual Meeting”). The Annual Meeting will be held on Thursday, June 13, 202222, 2023 at 10:9:00 a.m., eastern time, via live audio webcast at www.virtualshareholdermeeting.com/AMWL2022AMWL2023. Stockholders of record at the close of business on April 14, 202225, 2023 are invited to attend the Annual Meeting and are entitled to vote on the proposals described in this Proxy Statement.

On or about April 29, 2022,28, 2023, we made available this Proxy Statement and the attached Notice of 20222023 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, 2021,2022, containing our financial statements for the fiscal year ended December 31, 2021,2022, 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 13, 2022

This Proxy Statement and our Annual Report on Form 10-K are available for viewing, printing and downloading at www.virtualshareholdermeeting.com/AMWL2022AMWL2023. 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 on Form 10-K 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 “Investors” section of our website at www.americanwell.com. You may also obtain a printed copy of our Annual Report on Form 10-K, free of charge, by sending a written request to: Catherine Riley, Corporate Paralegal, American Well Corporation, 75 State Street, 26th Floor, 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?

American Well is soliciting proxies for the Annual Meeting. You are receiving a Proxy Statement because you owned shares of American Well common stock at the close of business on April 14, 2022,25, 2023, the record date for the Annual Meeting, which entitles you to vote at the Annual Meeting. By use of a proxy, you can vote whether or not you attend the Annual Meeting. This Proxy Statement describes the matters on which we would like you to vote and provides information on those matters so that you can make an informed decision.

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:

We will also consider and act upon any other matters that properly come before the Annual Meeting or any adjournment or postponement thereof. If any other matter properly comes before the stockholders for a vote at the online meeting, however, the proxy holders will vote your shares in accordance with their best judgment.

Why is the Annual Meeting being webcast?

Due to the ongoing public health impact of the COVID-19 pandemic and in the best interest of public health and the health and safety of our Board of Directors, employees and stockholders, we are holding a virtual-only Annual Meeting. Stockholders will be able to attend the Annual Meeting online and submit questions by visiting www.virtualshareholdermeeting.com/AMWL2022. Stockholders will also be able to vote their shares electronically during the Annual Meeting by following the instructions during the registration process. If you are a beneficial holder and plan to vote at the meeting, please reach out to your broker in order to obtain a legal proxy.

Why did I receive a notice in the mail regarding the 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 20212022 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

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the proxy materials. Most stockholders will not receive printed copies of the proxy materials unless they request them. 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. The Notice also instructs you as to how you may submit your proxy 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. If you vote by Internet or telephone, please do not also mail your proxy card.

When is the record date for the Annual Meeting?

The record date for the meeting is April 14, 2022.25, 2023. 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 232,766,891247,922,856 shares of Class A common stock outstanding, 27,390,397 shares of Class B common stock outstanding and 5,555,555 shares of Class C common stock outstanding.

A list of stockholders entitled to vote at the Annual Meeting will be available for examination on the Internet through the virtual web conference during the Annual Meeting.

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 these 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 these 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, known as “householding,” reduces the amount of duplicate information that stockholders receive and lowers our printing and mailing costs. 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, our annual report and proxy materials, to any stockholder of record at a shared address to which we delivered a single copy of any of these materials. To receive a separate copy, such stockholder of record may contact Catherine Riley, Corporate Paralegal, American Well Corporation, 75 State Street, 26th Floor, Boston, MA 02109, or by calling (617) 204-3500 or by emailing catherine.riley@amwell.com. Beneficial holders may contact their bank, brokerage firm, or other nominee to request information about householding.

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Conversely, if stockholders of record living at the same address received multiple copies of our Notice and, if applicable, annual report and proxy materials, you may request delivery of a single copy by contacting Catherine Riley 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, proxy materials and annual report.

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 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, trustee 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 General Counsel 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 at least a majority of the total voting power of all outstanding securities entitled to vote is necessary to constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and “broker non-votes” (i.e., shares represented at the meeting held by brokers, bankers or other nominees as to which instructions have not been received from the beneficial owners or persons entitled to vote such shares and, with respect to one or more but not all proposals, such brokers or nominees do not have discretionary voting power to vote such shares), if any, 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/AMWL2022AMWL2023. The webcast will start at 10:9:00 a.m. eastern time. You may vote and submit questions 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/AMWL2022AMWL2023 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:

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, including the preparation, assembly, printing, mailing and distribution of the proxy materials. Copies of solicitation 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

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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.

If you choose to access the proxy materials and/or vote over the Internet, you are responsible for Internet access charges you may incur. If you choose to vote by telephone, you are responsible for telephone charges you may incur.

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

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 Catherine Riley, Corporate Paralegal 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 89 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, three Class IIIII directors will be elected for a three-year term. 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 Deval Patrick, Stephen Schlegel,Dr. Peter Slavin, Dr. Ido Schoenberg and Dr. Delos (Toby) CosgroveRoy Schoenberg for election as Class IIIII directors at the Annual Meeting. If elected, each of Mr. Patrick, Mr. SchlegelDr. Peter Slavin, Dr. Ido Schoenberg and Dr. CosgroveRoy Schoenberg will serve as Class IIIII directors until the 20252026 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.”

If you are a stockholder of record and you sign your proxy card or vote over the Internet or by telephone but do not give instructions with respect to the voting of directors, your shares will be voted FOR the election of Mr. Patrick, Mr. SchlegelDr. Peter Slavin, Dr. Ido Schoenberg and Dr. Cosgrove. Mr. Patrick, Mr. SchlegelRoy Schoenberg. Dr. Peter Slavin, Dr. Ido Schoenberg and Dr. CosgroveRoy 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.vacancy or our Board of Directors may reduce its size. If you are a beneficial owner of shares of our common stock and you do not give voting instructions to your broker, bank or other nominee, then your broker, bank or other nominee will leave your shares unvoted on this matter.

Vote Required

The election of Class IIIII directors requires a plurality of the votes of the shares present in person or by proxy at the Annual Meeting and entitled to vote on the election of directors. Accordingly, the three nominees receiving the highest number of “FOR” votes will be elected. Abstentions will have no effect on the results of this vote. Brokerage firms do not have authority to vote shares held by the firms in street name for the election of directors without instructions from beneficial owners. As a result, any shares not voted by a beneficial owner will be treated as broker non-votes. Such broker non-votes will have no effect on the results of this vote.

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

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BUSINESS OVERVIEW

Company Overview

We are a leading enterprise software company enabling digital delivery of care for healthcare’s key stakeholders. We empower health providers, payers and innovators to achieve their digital ambitions, enabling a hybrid model of in-person, virtual and automated care. We provide our clients with the core technology and services necessary to successfully develop and distribute virtualdigital care programs that meet their strategic, operational, financial and clinical objectives under their own brands. The Amwell^® platform is a complete digitalOur enterprise software connects care delivery solutionacross in-person, virtual and automated modalities and provides an open, scalable infrastructure that equipscan grow alongside our health system, health plan, governmentclients. We bring technology and innovator clients with the tools to enableservices that deliver new models of care, for their patientsstrategic partnerships, consistent execution, and members (“Amwell Platform”). Our scalable technology integrates with our clients’ existing offerings and clinical workflows, spanning the continuum of care and enabling care delivery across a wide variety of clinical, retail, school and home settings. Our client-focused approach drives our success as one of the largest global digital healthcare enterprise software companies.better outcomes.

The Amwell Platform enables virtual and automated care deliverydigital innovation across the full healthcare continuum—fromcontinuum – including urgent and primary and urgent care, in the home tosecond opinion services, behavioral health, chronic condition management and high acuity specialty consults, such as telestroke and telepsychiatry, in the hospital. We support both on-demand and scheduled consultations for providers and offer pre-packaged care modules and programs that power overmore than 100 unique use cases today. The Amwell Platform can be fully integrated into our clients’ patient/health plan member and patient portals and provider and health plan workflows. Providers can launch telehealthvirtual visits directly from their native EHRs, with seamless integration to their payer eligibility and claims systems. Providers, patients and members can access this care through a full range of Carepoints^Carepoint™,devices, including via mobile, web, phone and our proprietary Carepoint carts that support multi-way video, phone or secure messaging interactions. Converge™ is the latest version of the Amwell Platform and is designed to be future-ready, reliable, flexible, scalable, secure and fully integrated with other healthcare software systems. Converge offers state-of-the-art data architecture and video capabilities, flexibility and scalability, as well as a user experience designed around the needs of patients, members and providers. It has been designed from the ground up with the holistic understanding that the future of care of any one person will inevitably blend a mix of in-person, digital and automated experiences. The telehealth of yesterday has grown to encompass hybrid care models, asynchronous and automated care, remote patient monitoring, patient and provider engagement — and the flow of data that drives all of the above.

20212022 Select Business Highlights

TelehealthDigital Care Utilization

Digital care utilization is a key driver of our business A client’s overall utilization of its digital care platform provides an important measure of the value they derive. COVID-19 has dramatically accelerated telehealthdigital care adoption seen in both overall volumes and embracement of delivering higher acuity care in a virtual medium. Peak COVID-19 pandemic visit growth reflected several factors. Many patients needed assessment for respiratory or other COVID-19-like symptoms and sought to be assessed for possible referral to hospital or testing facilities. In addition, many patients, especially those with health vulnerabilities, sought to avoid going into brick and mortar facilitiesbrick-and mortar-facilities – and indeed our health systems’ clients preferred wherever possible to treat patients remotely at home for non-COVID-19 related ongoing healthcare needs. Finally, we saw significant expansion of reimbursement for digital care during the COVID-19 crisis, which made digital care more affordable for many people.

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Regulatory Environment

In response to the COVID-19 pandemic, state and federal regulatory authorities loosened or removed a number of regulatory requirements in order to increase the availability of telehealthdigital care services. For example, many state governors issued executive orders permitting physicians and other health care professionals to practice in their state without any additional licensure or by using a temporary, expedited or abbreviated licensure process so long as they hold a valid license in another state. In addition, changes were made to the Medicare and Medicaid programs (through waivers and other regulatory authority) to increase access to telehealthdigital care services by, among other things, increasing reimbursement, permitting the enrollment of out of state providers and eliminating prior authorization requirements. It is uncertain how long these COVID-19 related regulatory changesLegislation that passed at the end of 2022 will remain in effect and whether they will continue beyond this public health emergency period.

CORPORATE GOVERNANCE AND BOARD OF DIRECTORS

Corporate Social and Environmental Responsibility

At Amwell, we are focused on delivering greater access to more affordable, higher quality care by connecting and enabling providers, insurers, patients, and innovators through our platform and services. Our values - being customer first, uniting as one team and delivering awesome - are core to who we are and serve as the foundation on which we are able to a build a strong organization and promote the long-term interests of our stockholders and stakeholders.

We have begun formalizing our environmental, social and governance (ESG) approach at the direction of management and with oversight from the Board. We have engaged an outside consultant and are in the process of fully evaluating our most relevant ESG issuestopics and developing a comprehensive strategy connected to our strategic business initiatives. We expect to provide more information regarding our ESG initiatives in a future published ESG report that aligns with leading ESG reporting frameworks. Key ESG issuesfocal points that have emerged areinclude human capital management, diversity, equity and inclusion, and data privacy and cybersecurity.

Human Capital Management

Our human capital management philosophy is rooted in our commitment to our values of being customer first, acting as one team and delivering awesome. We continuously seek ways to grow, develop and retain our talented workforce through thea range of programs and employee development resources. In 2021, Amwell made the decision to go to a virtual first workforce. More than 95% of our employees are working remotely, which allows us to recruit a more broadly diverse workforce across the globe. It also helps us support employee development by connecting our people with mentors and leaders across the globe as opposed to limiting development by geography. We encourage employees to take an active role in their career path journey, by ensuring they evaluate and continue to excel at our Amwell core competencies. We enable and advocate for open and frequent dialogues between our employees and their managers to support career development.

Feedback is important to us. We conduct annual engagement surveys and host other events such as all hands meetings to listen and garner feedback from our employees and take action on their feedback. In addition, we recognize and reward employees through strong recognition programs and quarterly Amwell recognition awards that are built upon nominations from peers and managers. We provide highly competitive compensation, benefits and health initiatives that are supportive of mental health needs, including employee assistance programs, unlimited paid time off and mental health support in addition to all free telehealth and behavioral health services.

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Diversity, Equity and Inclusion

At Amwell, diversity, equity and inclusion (DE&I) has becomeis integral to our operations. In 2020,Each year we welcome new participants to our formally established our Diversity, Equity & Inclusion committee that is sponsored and in the past year created four working groups focused on: communications, events, research,governed by our Chief People Officer and HR/training.our EVP of Enterprise Platforms. Across these groups,this committee, we greatly expanded our DE&I programs and initiatives in 2021.throughout 2022. We use this committee to help us educate, formulate and select inclusion and management training opportunities as well as help educate and support all Amwell trainings. In 2022, we conducted our annual DE&I survey, held DE&I ambassador trainings, offered company-wide trainings and specific leader-based inclusion trainings, launched an Amwell DE&I discussion channel, and educated, recognized and celebrated global holidays.

We remain focused on building a diverse pipeline of talent. Partnerships developed with universities and other organizations across the U.S. and our virtual workforce strategy have allowed us to expand national recruitment opportunities. We continue to prioritize our diverse recruitment strategy to build a stronger pipeline for women and people of color in our management and leadership roles.

As of December 31, 2021,2022, our total number of employees was approximately 1,100. As of 2021,2022, women represented 43% of our global employees and 29% of our global employees were non-white.people of color.

Cybersecurity and Data Privacy

One of our top priorities is safeguarding our clients’ personal health information. We engage in a comprehensive and proactive approach to compliance, data privacy, cybersecurity and risk management. Our security and privacy program is built to the highest standards and has passed extensive federal security audits. Our platform is HITRUST, ISO 27001 and PCI certified and(and Amwell’s international office in Israel is ISO 27799 certified,certified) as well as HIPAA compliant with actionable security guidelines to protect sensitive patient information. We continuously manage and monitor our operations security and compliance through our Cyber Command Center, (“C3”).Center. Our commitment to data security and privacy is coordinated through our Chief Information Officer and

Chief Technology Officer and executed among our staff of security analysts and governance, risk and compliance professionals. Through regular meetings, reporting, and employee trainings, we work diligently to avoid cyber threats, protect client information and achieve the system security requirements necessary to earn the trust of some of the largest health plans and systems, and government organizations.

Code of Ethics and Corporate Governance Guidelines

Our Board of Directors has adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including our President and co-Chief Executive Officer, Chairman and co-Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers.principal accounting officer. 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 of Directors 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.

Environmental, Social, and Governance ("ESG") Initiatives

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

We have begun the implementation of an ESG program at the direction of management and with oversight from the Board. We have engaged outside consultants to support us in the process of identifying and addressing the most relevant ESG topics for Amwell based on our industry, our impact, and our stakeholders' interests. Our intent is to develop a well-informed, comprehensive ESG strategy that aligns with our strategic corporate priorities. In 2022, we published our inaugural ESG framework, available at investors.amwell.com.

We are committed to being transparent throughout this journey and, moving forward, plan to publish ESG reports regularly. Our approach to ESG is in its beginning stages, but already we have identified three guiding pillars: Our People, Our Products and Our Operations. These pillars allow us to add structure and organization to our ESG strategy, ensuring that we are balanced in our approach.

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Our ESG Framework:

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 of Directors ("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 ESG initiatives. Our Board consists of nine directors, 22% of whom identify as diverse in ethnicity and 78% who are independent. Our Board brings a diversity of perspectives, experience and backgrounds to their role of monitoring and advising management.

Board of Directors and Committees

Our business is managed under the direction of our Board of Directors, which is currently comprised of eight members. Our Board of Directors may establish the authorized number of directors from time to time by resolution, subject to a minimum of five directors and a maximum of thirteen directors. There are no contractual obligations regarding the election of our directors. Each of our current directors will continue to serve until the election and qualification of his or her successor, or his or her earlier death, resignation or removal.

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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 or removal in accordance with the terms of our amended and restated certificate of incorporation and amended and restated bylaws, our Class IIIII directors, if elected at the Annual Meeting, will serve until the 20252026 annual meeting of stockholders, our Class III directors will serve until the 2023 annual meeting of stockholders and our Class I directors will serve until the 2024 annual meeting of stockholders and our Class II directors will serve until the 2025 annual meeting of stockholders. Any additional directorships resulting from an increase in the number of directors will be apportioned by the Board of Directors among the three classes.

Below is a list of the names, ages as of March 31, 20222023 and classification of the individuals who currently serve as our directors.

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 of Directors’ 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. Schoenberg has served as the Chairman and co-CEO of Amwell. 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. Schoenberg joined CareKey, Inc. as Chief Executive Officer and took the company through its acquisition by the TriZetto group. Dr. Schoenberg served as TriZetto’s Chief Business Strategy Officer until his departure in the summer of 2006. Dr. Schoenberg previously served as the chairman of iMDSoft’s scientific advisory board. Dr. Schoenberg holds an MD from the Sackler School of Medicine. We believe that Dr. Schoenberg’s extensive experience in the healthcare space, prior track record as a successful entrepreneur and leadership skills make him a valuable addition to our Board of Directors.

Roy Schoenberg, President, co-Chief Executive Officer

Since 2007, Dr. Schoenberg has served as President and co-CEO of Amwell. Dr. Schoenberg is the inventor of the American Well® concept. Today, he directs all aspects of our technology and product development. Dr. Schoenberg was previously the founder of CareKey, Inc., a software vendor offering electronic health management systems. Dr. Schoenberg led CareKey through product development, market introduction, and the adoption of its solutions. Dr. 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. 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. 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. Schoenberg holds an MD from the Hebrew University Medical School and an MPH in Healthcare Management from Harvard University. We believe that Dr. Schoenberg’s extensive experience in the healthcare space, prior track record as a successful entrepreneur and leadership skills make him a valuable addition to our Board of Directors.

Dr. Peter Slavin, Director

Peter L. Slavin, MD has a long history of leadership roles in academic medicine and has recently transitioned to pursue his interests in healthcare investment, advising, and consulting. In 2022, he joined Advent International (a global private equity firm that invests in healthcare) as an Operating Partner. For the last 6 years, he has served on the board of Amwell. In 2022, he joined the board of Point32Health, a large non-profit health insurer in New England. He is a senior advisor and advisory board member

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at Arsenal Capital Partners (a New York based private equity firm). Dr. Slavin served as the President of Massachusetts General Hospital from January 2003 until September 2021. From 1999-2002, he served as Chairman and Chief Executive Officer of the Massachusetts General Physicians Organization, which included over 1,700 physicians and employed nearly 1,000 of them. From 1997 to 1999, Dr. Slavin served as President of Barnes-Jewish Hospital in St. Louis, Missouri. Before that, he did his training in Internal Medicine at Massachusetts General Hospital from 1984 to 1987 and was Senior Vice President and Chief Medical Officer from 1994 to 1997. Dr. Slavin graduated from Harvard College in 1979, Harvard Medical School in 1984, and Harvard Business School in 1990. Dr. Slavin teaches health care management at Harvard Medical School where he is a Professor of Health Care Policy. He chaired the boards of the Association of American Medical Colleges and the Massachusetts Hospital Association. He is the recipient of the Harold Amos Faculty Diversity Award from Harvard Medical School, and the Dr. Jim O’Connell Award from Boston Healthcare for the Homeless. He is also a member of the National Academy of Medicine and the American Academy of Arts and Sciences. We believe that Dr. Slavin’s extensive experience in the healthcare space, his understanding of health systems and leadership skills make him a valuable addition to our Board of Directors.

Directors with Terms Expiring in 2024 (Class I Directors)

Derek Ross

Mr. Ross is an accomplished healthcare executive with 25+ years of healthcare and financial experience. During his 21-year career at Philips, he held senior leadership roles within several of Philips’ healthcare hardware, software, and services businesses. He most recently was the Leader for the Aging and Caregiving, Senior Living businesses. Before that position, he led the Global Population Health Management business group. Mr. Ross also, during his tenure, led the finance organizations for Philips’s Healthcare Informatics and Population Health Management business groups. 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

Since 2011, Ms. Jackson has 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 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. and is a board member of the Eastern Bank Charitable Foundation and serves on the board of John Hancock Investments and the Massachusetts Women’s Forum. 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 addition to our Board of Directors.

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Rob Webb

Rob Webb is an experienced health care executive and board member, and advocate for innovation in long-established industries. Most recently, he spent 19 years with UnitedHealth Group in a number of executive roles, including the CEO of Optum’s consumer and specialty network businesses for 10 years, and the president of UHG Ventures for 9 years. He is currently the president of Onward Ventures, a venture studio focused on driving innovation in health care and other industries. In addition to the Amwell board, Mr. Webb serves in a board role for Ardent Health, Delmec Ireland, and The Kellogg School Health Care Advisory Board. He has held board roles for fast-growing, innovate health care businesses, 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 addition to our Board of Directors.

Directors with Terms Expiring in 2025 (Class II Directors)

Deval Patrick, Director

Mr. Patrick serves as Co-Director of the Center for Public Leadership at the Harvard Kennedy School and a professor of practice on the faculty. He is also a Senior Advisor to Bain Capital and co-chair of American Bridge 21st Century Foundation, a progressive political action committee. He is the founder and, from April 2015 to December 2019, was Managing Partner of Bain Capital Double Impact, a growth equity fund that invests in commercial businesses for both competitive financial returns and positive social impact. From January 2007 to January 2015, he served as Governor of Massachusetts. He has been a senior executive in two Fortune 50 companies, a partner in two Boston law firms, and by appointment of President Bill Clinton, the Assistant Attorney General for Civil Rights in the United States Justice Department. He is a Rockefeller Fellow, a Crown Fellow of the Aspen Institute, and the author of two books. Mr. Patrick earned an AB cum laude from Harvard College and a JD from Harvard Law School. In addition to American Well,Amwell, he serves on the boards of Global Blood Therapeutics, where he serves on the audit and nominating and governance committees; Cerevel Therapeutics, where he serves on the compensation committee; Toast Inc., where he chairs the nominating and governance committee; and Twilio, where he serves on the compensation committee. We believe that Mr. Patrick’s extensive experience in public policy, business management, and leadership make him a valuable addition to our Board of 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 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 addition to 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). He currently serves as Executive Advisor to Cleveland Clinic, working with the Cleveland Clinic leadership on strategies for national and international growth. As CEO from 2004 to 2017, he reorganized services, improved outcomes and patient experience, and strengthened the organizations 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. 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 addition to our Board of Directors.

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Ido Schoenberg, Chairman, co-Chief Executive OfficerBoard Skills Matrix

Since 2007, Dr. Schoenberg has served as the Chairman and co-CEO of Amwell. He currently oversees the business operations of Amwell. In 1996, together with Phyllis Gotlib, he co-founded iMDSoft,Our Board believes that it should be a provider of

enterprise software that automates hospital critical care units. He grew the company into a market leaderdiverse body with a large multi-national installed basemix of viewpoints, skills, and experience in order to ensure effective oversight for 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. We use a variety of methods for identifying and evaluating potential director candidates whose expertise complements and/or fills gaps in the United States, EuropeBoard’s aggregate skill set. The Board believes that each director has valuable individual competencies and East Asia. In 2001, Dr. Schoenberg joined CareKey, Inc. as Chief Executive Officerbackgrounds that, taken together, provide the tools necessary to offer thoughtful and took the company through its acquisition by the TriZetto group. Dr. Schoenberg served as TriZetto’s Chief Business Strategy Officer until his departureengaging oversight of our business.

As indicated in the summer of 2006. Dr. Schoenberg previously served as the chairman of iMDSoft’s scientific advisory board. Dr. Schoenberg holds an MD from the Sackler School of Medicine. We believe that Dr. Schoenberg’sdirectors’ biographies, our directors have exhibited significant leadership skills and extensive experience in the medical and healthcare space, prior track record astechnology fields, each of which the Board believes provides valuable knowledge regarding critical elements of our business. 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 successful entrepreneurparticular experience, qualification, attribute or skill is not listed does not mean that a director does not possess it. The type and leadershipdegree of experience, qualifications, attributes and skills make him a valuable addition to our Board of Directors.

Roy Schoenberg, President, co-Chief Executive Officer

Since 2007, Dr. Schoenberg has served as President and co-CEO of Amwell. Dr. Schoenberg is the inventorlisted below may vary among members of the American Well^® concept. Today, he directs all aspects of our technology and product development. Dr. Schoenberg was previously the founder of CareKey, Inc., a software vendor offering electronic health management systems. Dr. Schoenberg led CareKey through product development, market introduction, and the adoption of its solutions. Dr. 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. 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. 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. Schoenberg holds an MD from the Hebrew University Medical School and an MPH in Healthcare Management from Harvard University. We believe that Dr. Schoenberg’s extensive experience in the healthcare space, prior track record as a successful entrepreneur and leadership skills make him a valuable addition to our Board of Directors.Board.

Dr. Peter Slavin, Director

Dr. Slavin served as the President of Massachusetts General Hospital from January 2003 until September 2021. From 1999 to 2002, he served as Chairman and Chief Executive Officer of the Massachusetts General Physicians Organization, which included over 1,700 physicians and employed nearly 1,000 of them. From 1997 to 1999, Dr. Slavin served as President of Barnes-Jewish Hospital in St. Louis, Missouri. Before that, he did his training in Internal Medicine at Massachusetts General Hospital from 1984 to 1987 and was Senior Vice President and Chief Medical Officer from 1994 to 1997. Dr. Slavin teaches health care management at Harvard Medical School where he is a Professor of Health Care Policy. He served on the Board of the Association of American Medical Colleges. He is a senior advisor and advisory board member at Arsenal Capital Partners (a New York based private equity firm). He is the recipient of the Harold Amos Faculty Diversity Award from Harvard Medical School, and the Dr. Jim O’Connell Award from Boston Healthcare for the Homeless. He is also a member of the National Academy of Medicine and the American Academy of Arts and Sciences. Dr. Slavin holds a BA from Harvard College, an MD from Harvard Medical School and an MBA from Harvard Business School. We believe that Dr. Slavin’s extensive experience in the healthcare space, his understanding of health systems and leadership skills make him a valuable addition to our Board of Directors.

Directors with Terms Expiring in 2024 (Class II Directors)

Derek Ross

Mr. Ross is an accomplished healthcare executive with 25+ years of healthcare and financial experience. During his 21-year career at Philips, he held senior leadership roles within several of Philips’ healthcare hardware, software, and services businesses. He most recently was the Leader for the Aging and Caregiving, Senior Living businesses. Before that position, he led the Global Population Health Management business group. Mr. Ross also, during his tenure, led the finance organizations for Philips’s Healthcare Informatics and Population Health Management business groups. 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

Since 2011, Ms. Jackson has 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 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. and is a board member of the Eastern Bank Charitable Foundation and serves on the board of John Hancock Investments and the Massachusetts Women’s Forum. 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 addition to our Board of Directors.

Director Independence

Under the NYSE listing standards, no director qualifies as “independent” unless the Board of Directors 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 of Directors has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment and affiliations, our Board of Directors has determined that Stephen Schlegel, Deval Patrick, Dr. Peter Slavin, Derek Ross, Dr. Toby Cosgrove, Rob Webb and Deborah Jackson 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 making these determinations, our Board of Directors considered the current and prior relationships that each non-employee director has with the Company and all other facts and circumstances our Board of Directors 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

Mr. Schlegel was appointed director pursuant to an agreement between us and certain of our investors, whose board representation rights terminated upon the closing of our initial public offering. Drs. Ido and Roy Schoenberg are siblings, and Dr. Ido Schoenberg and Phyllis Gotlib are married to each other.

Board Leadership Structure

Although our Board does not have a formal policy as to whether the roles of Chairman of our Board and Chief Executive Officer should be combined or separated, Dr Ido Schoenberg serves as both the Chairman of our Board and co-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, 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.

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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 2021,2022, our Board had 116 meetings, our Audit Committee had 64 meetings, our Compensation Committee had 6 meetings, and our Nominating and Corporate Governance Committee had one1 meeting. In addition to regularly scheduled and special meetings, the Board and its committees routinely hold informal discussions and perform certain actions by written consent. For example, the members of the Nominating and Corporate Governance Committee met unofficially numerous times with management and other directors to discuss potential director appointments and the Board assessment process before these topics were presented and discussed at Board meetings. The Board, the Audit Committee, the Compensation Committee and the Nomination and Corporate Governance Committee acted by written consent 4, 1, 5 and 2 times, respectively. 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, as well as our independent directors, meet in regularly scheduled sessions, typically after a scheduled Board meeting. Our Board has not formally selected a director to preside atover either our executive sessions of non-employee directors or our executive sessions of independent 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 20212022 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 in the “Corporate Governance—Governance Overview” section of our investor relations website (http://investor.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 the date of this Proxy Statement:

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Audit Committee

The Board of Directors has determined that all Audit Committee members meets the requirements for independence under the current NYSE listing standards and satisfy the “independence” requirements set forth in Rule 10A-3 under the Exchange Act. Each member of our Audit Committee is financially literate. In addition, our Board of Directors has determined that each of Derek Ross 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 of Directors. Our Audit Committee is directly responsible for, among other things:

and reputational risks. Our Board of Directors does not have a standing risk management committee, but rather administers this oversight function directly through the Board of Directors as a whole, as well as through its standing committees that address risks inherent in their respective areas of oversight. In particular, our Board of Directors is responsible for monitoring and assessing strategic 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 nominatingNominating and corporate governance committeeCorporate Governance Committee monitors the effectiveness of our Corporate Governance Guidelines.

Hedging Policy

Transactions in derivative securities may reflect a short-term and speculative interest in our securities and may create the appearance of impropriety. Trading in derivatives may also focus attention on short-term performance at the expense of our long-term objectives. Therefore, our Insider Trading Policy prohibits our directors, officers and employees from engaging in transactions to hedge ownership of our common stock, including publicly traded options, such as puts and calls, and other derivative securities with respect to our Class A common stock. Stock options, stock appreciation rights and other securities issued pursuant to our benefit plans or other compensatory arrangements with us are not subject to this prohibition.

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 director candidates, including the current directors eligible for re-election, our Nominating and Corporate Governance Committee will consider the current size and composition of our Board of Directors and the needs of our Board of Directors and the respective committees of our Board of Directors.

Some of the qualifications that our Nominating and Corporate Governance Committee considers include, without limitation, experience of particular relevance to us and the Board of Directors, accomplishments, superior credentials, independence, area of expertise, diversity, 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 of Directors and the Company. Although our Board of Directors does not maintain a specific policy with respect to board diversity, our Board of Directors believes that the board should be a diverse body, and the Nominating and Corporate Governance Committee considers a broad range of backgrounds and experiences. In making determinations regarding nominations of directors, the Nominating and Corporate Governance Committee may take into account such factors as gender, race, ethnicity, differences in professional background, education, skill, and other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the Board of Directors. After completing its review and evaluation of director candidates, our Nominating and Corporate Governance Committee recommends to our full Board of Directors the director nominees for selection.

Our Nominating and Corporate Governance Committee will consider candidates for director recommended by stockholders of the Company who are stockholders of record at the time of the submission of the director recommendation and on the record date for the determination of stockholders entitled to vote at the annual meeting. The Nominating and Corporate Governance committee will evaluate such recommendations in accordance with the regular director nominee criteria described above. This process is designed to ensure that our Board of Directors includes members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to our business.

A stockholder that wants to recommend a candidate for election to our Board of Directors should direct the recommendation in writing to the Company, attention of the General Counsel at American Well Corporation, 75 State Street., 26th Floor, 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 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 of Directors.

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Nominations for directors must comply with our bylaws, including the deadlines and information requirements.

Communications with Our Board

Our Board has adopted a formal process by which stockholders and other interested parties may communicate with our Board, our independent directors as a group or any of our directors. Stockholders and other interested parties may send written communications addressed to our General Counsel at American Well Corporation, 75 State Street, 26th Floor, Boston, MA 02109. Each communication will be reviewed by our General Counsel 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”). Under these rules, a listed company for which more than 50% of the voting power is held by an individual, group, or another company is a “controlled company.” Drs. Ido and Roy Schoenberg hold 51% of the total combined voting power of our outstanding common stock. As a result, we qualify for exemption from certain independence requirements, including the requirement that we have a Board of Directors composed of a majority of independent directors, and a Compensation Committee and a nominatingNominating and corporate governance committeeCorporate Governance Committee be composed entirely of independent directors. However, we do not rely on these exemptions and a majority of our directors are independent and all of the committees of our committeesBoard of Directors are completely independent.

DIRECTOR COMPENSATION

Non-Employee Director Compensation Policy

All of our non-employee directors are eligible to receive compensation for their service on our Board of Directors. Board members who are also our employees are not paid 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 RSU grants, as follows: (i) annual cash retainer of $75,000, paid in quarterly installments in arrears, (ii) an initial RSU grant with a fair market value of $400,000 to be made in connection with the director’s appointment to the Board of Directors (“Initial RSUs”), which vests in equal annual installments over three years, and (iii) an annual RSU grant with a fair market value of $200,000 to be made in connection with our annual meeting of stockholders (“Annual RSUs”), which vests on the earlier ofof:

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

grant and

(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 paygrant 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 then-maintainedmaintained by the Company.Company at the time of grant.

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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, 2021.2022.

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Policy Concerning Related Person Transactions

Our Board of Directors has adopted a written policy, which we refer to as the related person transaction approval policy, for the review of any transaction, arrangement or relationship in which we are a participant, if the amount involved exceeds $120,000 and one of our executive officers, directors, director nominees or beneficial holders of more than 5% of our total equity (or his or her immediate family members), each of whom we refer to as a related person, has a direct or indirect material interest.

If a related person proposes to enter into such a transaction, arrangement or relationship, which we refer to as a related person transaction, the related person must report the proposed related person transaction to the chairman of our Audit Committee. The policy calls for the proposed related person transaction to be reviewed and, if deemed appropriate, approved by the Audit Committee. In approving or rejecting such proposed transactions, the Audit Committee will be required to consider relevant facts and circumstances. The Audit Committee will approve only those transactions that, in light of known circumstances, are deemed to be in our best interests. In the event that any member of the Audit Committee is not a disinterested person with respect to the related person transaction under review, that member will be excluded from the review and approval or rejection of such related person transaction; provided, however, that such Audit Committee member may be counted in determining the presence of a quorum at the meeting of the Audit Committee at which such transaction is considered. If we become aware of an existing related person transaction which has not been approved under the policy, the matter will be referred to the Audit Committee. The Audit Committee will evaluate all options available, including ratification, revision or termination of such transaction. In the event that management determines that it is impractical or undesirable to wait until a meeting of the Audit Committee to consummate a related person transaction, the chairman of the Audit Committee may approve such transaction in accordance with the related person transaction approval policy. Any such approval must be reported to the Audit Committee at its next regularly scheduled meeting.

We describe below transactions and series of similar transactions, during our last fiscal year or currently proposed, to which we were a party or will be a party, in which:

Other than as described herein, there have not been, nor are there any currently proposed, transactions or series of similar transactions meeting these criteria to which we have been or will be a party other than compensation arrangements, which are described where required under “Directors Compensation” and “Compensation Discussion and Analysis”.

Provision of Telehealth Services

We contract with and provide telehealth services to certain affiliated parties, including Cleveland Clinic. For additional information, see Note 1816 to our audited consolidated financial statements included in our Annual Report on Form 10-K.

Indemnification Agreements

We have entered into indemnification agreements with each of our directors and executive officers. These agreements provide that the Company shall hold harmless and indemnify each indemnitee against all expenses and losses actually and reasonably incurred by him or her by reason of the fact that he or she is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director,

officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, in each case, to the fullest extent permitted under the DGCL.

Transactions with Others

Dr. Ido Schoenberg’s son, Dan Wahrhaft, is employed with the Company as Senior Director,Vice President, Sales & Account Management. Mr. Wahrhaft received aggregate compensation, inclusive of his base salary, bonus, equity awards granted and Company contribution under the Company’s defined contribution retirement plan, of $255,659$199,563 for his employment in the year ended December 31, 2021.

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EXECUTIVE OFFICERS

The following table sets forth certain information about our executive officers and their respective ages as of March 31, 2022.2023. Officers are elected by the Board of Directors to hold office until their successors are electedappointed and qualified.

For the biographies of Drs. Ido Schoenberg and Roy Schoenberg, see the section titled “Board of Directors and Corporate Governance—Continuing Directors.”

Phyllis Gotlib, President, American Well International

Since January 2018, Ms. Gotlib has been responsible for overseeingled Amwell’s international expansion efforts. She is also currently and has been an executive partneroperations. Prior to joining Amwell, Phyllis was Executive Partner at Flare Capital, a venture capital firm dedicated to digital health since May 2016. In 1996, Ms. Gotlib co-founded andCapital. She also served as co-founder and CEO of iMDSoft,iMDsoft, a provider of enterprise softwaredisruptive clinical information technology company that automates hospital critical care units that shecreated innovative, market-leading solutions to streamline and optimize hospitals’ high-acuity care. Phyllis led iMDsoft from inception until August 2013.through its exponential international growth and ultimately to its acquisition by TPG Growth in 2012. Prior to iMDSoft,iMDsoft, she founded PS Gluck, a lucrative diamond trade company and was a managingwhich she managed for many years with her partner atin the Israeli Diamond Exchange (IDE). After her departure from PS Gluck, Phyllis joined Tactic Capital Markets (TCM), a boutique investment firm, where she focusedas a managing partner. At TCM, Phyllis began to focus on healthcare investments. In addition to her business ventures, Phyllis is an active philanthropist and social activist. She holds leadership roles on various not for profit organizations including Zahal Disabled Veterans Organization (ZDVO) and the Israel American Council (IAC). Phyllis works closely with Flare Capital’s entrepreneurs, providing deep healthcare technology insights and experience to support portfolio companies to become market leaders.

Robert Shepardson, Chief Financial Officer

Since October 2021, Mr. Shepardson has served as Chief Financial Officer of Amwell overseeing all Company finance, accounting and M&A efforts as Amwell rapidly expands in the U.S. and global markets.financial aspects of the company. He joined Amwell from Morgan Stanley, where he held various leadership roles in Global Capital Markets and in Media and Communications Investment Banking. Most recently, Mr. Shepardson held the position of Managing Director in Global Capital Markets with responsibility for all equity issuance in the Healthcare vertical. Shepardson recently led financings for multiple high-growth healthcare companies including Amwell, One Medical, Accolade, Oak Street Health, Certara, Alignment Healthcare, Lifestance and Stevanato.sector. Mr. Shepardson serves as Treasurer on the board of The Alliance for Positive Change, an organization focused on transforming the lives of New Yorkers living with HIV/AIDS and other chronic illnesses. He graduated cum laude with a Bachelor of Arts in Economics from Princeton University. HeUniversity and earned his Master of Business Administration from the Tuck School of Business at Dartmouth College.

Kurt Knight, Chief Operating Officer

Since 2019, Mr. Knight has served as our Chief Operating Officer. He previously served from 2018 to 2019 as Head of Business Operations. He is responsible for the delivery of Amwell products and services to our customer base. Since joining in 2011, he previously held roles as head of Clinical Services and Corporate Development. Prior to Amwell he was a manager in the healthcare practice at the Boston Consulting Group. Mr. Knight holds a BA in Economics from Brigham Young University, a Master of Public Health from Columbia University, and an MBA from Harvard Business School.

Brendan O’GradyVaughn Paunovich, Executive Vice President, Enterprise Platforms

Since July 2021,2022, Mr. O’GradyPaunovich has served as our Chief Commercial & Growth Officer. He is responsible for driving strategic growth initiatives and leading the business development, sales and commercial enablement, marketing, channel partner, and account management teams. His charge is to accelerate and support the expansion of Amwell across geographies and new markets, as well as to identify new pathways for growth. Brendan’s prior experience includes the role President and CEO of Teva Pharmaceuticals’ North America Business, where he was responsible for managing and scaling the productivity, profitability, and overall growth of all Teva’s North American business operations. Prior to this, he was Chief Commercial Officer for Teva Pharmaceutical’s Global Specialty Medicine division and the interim head of Teva’s European Specialty business. Brendan also held the positions of President & CEO of North America Generic Medicines and Senior Vice President and Head of US Market Access & Patient Services for Teva’s U.S. specialty business. Prior to his time at Teva, Brendan spent 10 years with Sanofi predecessor companies in a variety of commercial and medical affairs roles. He received his Bachelor of Science degree from Geneseo State University (SUNY) in Management Science and Marketing and holds a Master of Business Administration from Baker University in Baldwin City, Kansas.

Susan Worthy, Chief Marketing Officer

Since March 2022, Susan Worthy is serving as Chief Marketing Officer, where she leads the Company’s product commercialization, market insights, demand generation, brand, and consumer engagement. She was previously SeniorExecutive Vice President of Provider Marketing for Optum from 2016 to March 2022, and Vice President of Marketing at Aetna from 2012 to 2016. She currently serves on the Board of Advisors of The Healthcare Summit at Jackson Hole, LLC. Ms. Worthy holds an AB in Biology/Pre-Medicine from The College of the Holy Cross.

Jason Medeiros, Chief Information Officer

Since 2018, Mr. Medeiros has served as our Chief Information Officer, where he leads the Company’s IT, engineering, cybersecurity, compliance and hosting operations. Prior to this, he was Senior Vice President and Corporate Security Officer and Vice President, Hosting at the Company from 2010 to 2018. Before joining Amwell in 2007, he was a Director of Signaling Systems & Intelligent Network Engineering at BCGI and a Senior Signaling Engineer and Sr. consultant to various wireless carriers. Mr. Medeiros holds an MS in information security and a BA in political science, both from Brandeis University.

Brad Gay, Senior Vice President, General Counsel

Since 2013, Mr. Gay has served as our Senior Vice President, General Counsel, with responsibility for the Company’s legal & regulatory affairs, including facilities, procurement and insurance matters. In 2013, he was also appointed Secretary of NTN, a telehealth physician management company founded as a joint venture between Amwell and Anthem. Prior to joining Amwell, Mr. Gay was a member of the legal team at Dell EMC where he managed an international commercial legal team and a team of risk and compliance professionals and also held roles supporting the corporate development team on mergers & acquisitions, equity investments, technology transfers and other strategic licensing and go-to-market partnerships. Earlier in his career, Mr. Gay worked as a corporate transactional attorney at the international law firm Bingham McCutchen LLP, where he specialized in securities offerings, SEC compliance, mergers, financings and corporate governance matters. Mr. Gay holds a JD from Duke University School of Law and a BA from Middlebury College. He is admitted to practice law in Massachusetts.

Amber Howe, Chief People Officer

Since March 2020, Ms. Howe has served as our Chief People Officer, where she leads the Human Resources department and is responsible for driving people strategies to support business priorities. Prior to this, Ms. Howe was Executive Vice President and Chief Human Resources Officer at Beacon Health Options from 2017 to 2020. She was previously Senior Vice President and Senior HR Business Director, Retail and Customer Experience at

Santander Bank from 2014 to 2017. Prior to these positions, she served in senior HR roles at TD and Citizens Bank. Ms. Howe holds a MPA from Grand Valley State University and a BS in Social Work and Sociology from Calvin University.

Serkan Kutan, Chief Technology Officer

Since August 2020, Mr. Kutan has served as Chief Technology Officer of Amwell,Enterprise Platforms, where he is responsible for end-to-end product management, engineering, and technology. Mr. Paunovich brings over 25 years' experience leading large scale transformation efforts as a CIO, CTO, and CDO for Fortune 500 companies including United Health Group, General Electric, Bank of America and Travelers. A design thinker with a strong product focus, Mr. Paunovich has spent his career spearheading critical innovation initiatives that have driven the building and scalingdigitization of Amwell’s telehealth platform.many industries from healthcare to retail. Mr. Kutan brings extensive experience in leading technology teams acrossPaunovich graduated from the healthcare industry and joins Amwell from Haven, a joint venture established by Amazon, Berkshire Hathaway and JPMorgan Chase, where he was the CTO from 2019 to 2020. Previously, Mr. Kutan served as the CTOUniversity of Zocdoc from 2015 to 2019. Prior to this, Mr. Kutan held key technology leadership roles at Amazon, Goldman Sachs and Microsoft. Mr. Kutan holds a BS in Computer Science from Bilkent University in Turkey.

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) discusses the principles and objectives underlying our policies and decisions with respect to the compensation of our named executive officers (“NEOs”) and, as well as other material factors relevant to an analysis of these policies and decisions regarding our 20212022 executive compensation program. This CD&A is intended to be read in conjunction with the tables that immediately follow this section, which provide further compensation information for the following NEOs:

The primary objectives of our executive compensation program are to retain key executives, attract new talent and link compensation to achievement of business objectives. We believe our 2021 named executive officer2022 NEO compensation demonstrates the Company’s commitment to aligning executive pay with corporate performance. This CD&A provides an overview of our executive compensation philosophy, the overall objectives of our executive compensation program and each element of compensation provided. In addition, it explains how and why the Compensation Committee (for purposes of this Compensation Discussion and Analysis, the compensation tables and related information that follows and Proposal No. 3, the “Committee”) arrived at the specific compensation policies and decisions involving our namedNEOs in respect of 2022.

2022 Compensation Decisions: Strong Emphasis on Performance-Based Pay

Co-CEO Compensation: Majority Performance-Based (Total and Long-Term Incentive Equity)

Our CEOs’ 2022 total compensation was more than 90% performance-based, with 100% of the equity grants being performance stock units, or PSUs, subject to rigorous and challenging market capitalization hurdles over the course of a three-year performance period. Consistent with our compensation philosophy, which emphasizes performance-based and “at-risk” pay, this proportion of performance-based and at-risk compensation encourages a focus on the Company’s short- and long-term success to align with the long-term interests of our stockholders.

Long-Term Incentives: 100% Performance-Based Equity for CEOs, 70% Performance-Based for other NEOs; Challenging Market Capitalization Hurdles

As described above, more than 90% of our co-CEOs’ total compensation was performance-based, with 100% of the long-term incentive equity grants being performance-based. Our other NEOs’ 2022 compensation (excluding our new hire, Mr. Paunovich) was more than 80% performance based, with 70% of equity grants being PSUs, that are similarly subject to rigorous market capitalization hurdles over a three-year period, with the remaining 30% being time-based restricted stock units, or RSUs (excluding the new hire grant to Mr. Paunovich, which was allocated 50% PSUs and 50% RSUs based on the Committee’s determination of a competitive compensation package that would not only induce Mr. Paunovich to accept his employment offer but would also promote long-term retention as well as pay for performance). This enhances the strong link between pay and performance for our NEOs and the alignment of their interests with those of Amwell and its stockholders.

2022 Annual Incentive Targets Increased and Rigorous, Objective

We established a goal for the revenue metric that was rigorous, aggressive, challenging, attainable only with strong performance, and that took into account the relevant opportunities and risks. The target was approximately 14% higher than prior year actual performance at $288 million, above our highest projections with regard to outlook as communicated to stockholders in February 2022. Ultimately, we achieved very solid results of $277.2 million, a nearly 10% increase, and which was between the threshold and target levels. The Committee determined that the Company’s achievement was 96.25% of our 2022 target. Based on such

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achievement, combined with determination of the NEOs’ individual performance achievement, the Committee approved annual incentive plan payout of approximately 76% of target for the CEOs and 84.4% target for the other NEOs.

Peer Group: Assessed and Updated Peer Group

Each year, the Committee, with the assistance of its independent compensation consultant, reassesses the group of peer companies to use as a reference point for evaluating executive compensation. In connection with determining the compensation of the CEOs and other executive officers, in respectthe second half of 2021.2021, the Committee conducted a review of our peer group to ensure its continued appropriateness.

In light of the growth of our Company, the Committee revised the peer group selection criteria for revenue in August 2022. Using the typical range of 0.25x to 2.5x the Company’s then-current revenue, the peer group selection criteria were updated to reference a revenue range of $150 million to $850 million, along with a market capitalization range of 0.3x to 3.0x the Company’s then-current market capitalization range. Using these criteria, together with merger and acquisition activity, resulted in the removal of five (5) companies and the addition of four (4) new companies as compared to our 2020 peer group, as discussed in more detail in the section titled “Compensation Peer Groups and Peer Selection Process” below.

Consistent with best practices for corporate governance, the Committee has committed to review the peer group annually.

2022 Stockholder Engagement

The Board believes that directly engaging with stockholders is a critical process for receiving and understanding feedback on subjects that matter most to them. After the 2022 annual meeting of stockholders, as a proactive measure, and in accordance with best practices in corporate governance, we conducted an inaugural round of stockholder engagement.

We contacted our top 20 stockholders, representing approximately 30% of the Company’s outstanding shares. We invited them to share their feedback regarding our executive compensation programs and to discuss ESG, corporate governance and other topics.

We held calls with 6 stockholders representing approximately 22% of our outstanding shares. We received responses from 6 other stockholders that they did not seek to engage at this time. We did not receive replies from the remainder of the stockholders we contacted.

Our CFO, Head of Investor Relations and General Counsel conducted these conversations on behalf of the Company. The feedback received was then shared and discussed with the full Committee and the Board of Directors.

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Incorporating Feedback from Stockholders

During these discussions, we received valuable commentary and insights from stockholders regarding our executive compensation practices and disclosure as a result of our engagement with stockholders. As shown below, we have made changes in response to the feedback we received.

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Key Aspects of the 20212022 Executive Compensation Program

The following summarizes the key aspects of our 20212022 executive compensation program, each of which is described in further detail below.

Base Salaries

The base salaries of our co-CEOs and other NEOs who were employed in 2021 were unchanged in 20212022 from 2020. In an effort to align base salaries with the competitive market, the Compensation Committee increased the base salaries of our other NEOs by 14.1%.2021.

Annual Bonuses

To determine payouts earned, the annual incentive plan has two categories of performance measures: a corporate factor to determine the funding of the incentive plan and an individual performance multiplier.

The Compensation Committee utilized revenue as the corporate performance metric in 2021.2022. The Compensation Committee worked closely with management and with guidance from its independent compensation consultant to establish the revenue target, setting it at a level that it considered rigorous and challenging, which would require substantial effort to achieve and appropriately incentivize performance, and which took into account the relevant risks and opportunities.

For the purposes of the corporate factor for annual bonus achievement, the Compensation Committee set the revenue target at $270$288 million, an increase of 10%nearly 14% over actual prior year performance. The Compensation Committee selected this metric to incentivize the executive officers into pursue the critical strategic priority of top line

revenue growth. The bonus pool mechanics stated that the Company must achieve at least a threshold level of performance in order to fund any portion of the incentive bonus pool. That minimum performance threshold for payout was set at 92.6%93.75% of the $270 million target in order for any portion of the annual bonus target to be paid.

In the annual incentive plan, the CompensationThe Committee also tied a portion of each NEO’s bonus opportunity to personalpersonalized factors related to the achievement of key performance indicators by each individual NEO. Based on each NEO’s individual performance, payouts with respect to personal factors were set at 100% of target, with actual bonus payout adjusted upward or downward based on achievement of individual performance goals.

As described in further detail below, total Company revenue in 20212022 was $252.8$277.2 million. Based on this financial result, the Compensation Committee determined that overall corporate factor achievement relative to the goals was 93.6%96.25% of target, translating to 50%84.4% bonus pool funding. Each NEO achieved all of theirThe CEOs’ and NEOs’ personal performance goals atfactors ranged from 90% to 100% of target (where applicable).target. As such, overall annual incentive payouts for each NEO was 50%the CEOs and NEOs ranged from 76% to 84.4% of target.

2021 Long-Term IncentivesIncentives: PSUs Added

Our 2021 long-term incentives (not including new hire awards) consisted of time-based Restricted Stock Units (“RSUs”) for all NEOs, including the co-CEOs. In accordance with a previously disclosed agreement, the co-CEOs also received, on the 180-day anniversary of the Company’s IPO, the second half of the IPO RSU grant.

2022 Performance Stock Units (“PSUs”)

The Compensation Committee believed that our use of solely time-based equity compensation vehicles in 2021 was consistent with other newly-public companies and others in our industry. As the Company has continued to evolve and mature following its IPO in 2020, the Compensation Committee has correspondingly sought to evolve theour executive compensation program as appropriate for a company of Amwell’s stage of development and size. In particular, the Compensation Committee planned to add PSU’s as a form of compensation to align with public companies, including the Company’s peer group.

In the first quarterhalf of 2022, the Compensation Committee, with the assistance of, and advice from, its independent compensation consultant, tookadded PSUs as part of long-term executive retention strategy.

The 2022 long-term incentives consisted of PSUs and RSUs. For the first steps in transitioningco-CEOs, the Committee allocated 100% of the long-term equity to PSUs, and for the other NEOs, the Committee allocated 70% to PSUs and 30% to RSUs (excluding the new hire grant to Mr. Paunovich).

The Committee has committed not to make any equity grants to the co-CEOS during the three-year performance based long-term incentive equity vehicles by introducing grantsperiod of the 2022 PSUs.

The PSUs granted in 2022 vest based on the attainment, on average, of select market capitalization hurdles for a 30 day business period, which hurdles were set as select multiples of the applicable grant date market capitalization of the Company. The Compensation Committee views the inclusion of a market capitalization metric as critical because it ties executive officer compensation with the creation of shareholderstockholder value and aligns the interests of executive officers with those of Amwell and its shareholders. For 2022, Compensation Committee has allocated 70% of the overall 2022 long-term incentive equity opportunity to the PSUs for the NEOs excluding the co-CEOs. The 2022 PSUs vest based on the achievement of market capitalization increases of between 0% and 300% from the market capitalization determined at the time the Compensation Committee made the grant. The Compensation Committee believes that the addition of this performance measure reinforces the pay-for-performance nature of the long-term incentive grants and the executive compensation program overall.stockholders.

Compensation Philosophy and Objectives

Compensation Philosophy

The Compensation Committee believes that a well-designed compensation program should align the executive’sNEOs' interests with Company growth and shareholderstockholder returns. Specifically, the Compensation Committee believes that the program should support and incentivize the executive team to ensure the Company’s achievement of its primary business goals and allow the Company to attract and retain executives whose talents, expertise, leadership and contributions are expected to build and sustain growth in long-term shareholderstockholder value. As a result, we maintain a strong pay-for-performance orientation in our compensation program.

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To achieve these objectives, the Compensation Committee regularly reviews our compensation policies and overall program design to ensure that they are aligned with the interests of our stockholders and our business goals, and that the total compensation paid to our executives and directors is fair, reasonable and competitive for our size and stage of development.

Compensation Objectives

The Compensation Committee has designed our executive compensation program to motivate our executive officers to achieve these business objectives by closely linking the value of the compensation they receive to our performance relative to these business objectives.

The Compensation Committee believes using equity for the long-term incentives creates strong alignment between the interests of executive officers and the interests of our stockholders because it gives executive officers and stockholders a common interest in stock price performance. Granting equity also fosters an ownership culture among executive officers by making them stockholders with a personal stake in Amwell’s growth and success.

Compensation Program Governance

The Compensation Committee assesses the effectiveness of our executive compensation program from time to time and reviews risk mitigation and governance matters, which includes maintaining the following best practices:

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Compensation Determination Process

Role of the Compensation Committee

The Compensation Committee establishes, reviews and approves our compensation philosophy and objectives; determines the structure, components and other elements of executive compensation; and reviews and approves the compensation of the NEOs or, in the case of the co-CEOs, recommends it for approval by the Board. The Compensation Committee structures the executive compensation program to accomplish its articulated compensation objectives in light of the compensation philosophy described above.

The Compensation Committee obtains input from executive officers regarding the Company’s annual operating plan, expected financial results, and related risks. Based on this information and with the assistance of the Compensation Committee’s independent compensation consultant, the Compensation Committee establishes the performance-based metrics and targets for the annual incentive plan. With respect to the performance-based metric, the Compensation Committee sets appropriate threshold and maximum levels of performance designed to motivate achievement without incentivizing excessive risk-taking.

Annually, the Compensation Committee reviews the elements of our executive compensation program to verify the alignment of the program with our business strategy and with the items that it believes drive the creation of stockholder value, and to determine whether any changes would be appropriate.

At the beginning of the fiscal year, the Compensation Committee evaluates achievement over the past calendar year relative to previously established and approved performance targets and examines whether it would be appropriate to apply discretion to the initial outcomes in order to take relevant factors into consideration, and determines corresponding payouts earned.

With the recommendations of the co-CEOs, the Compensation Committee approves the compensation for all the other executive officers. The Compensation Committee also makes recommendations to the full Board regarding the compensation of each of our co-CEOs.

Role of the Independent Compensation Consultant

The Compensation Committee recognizes that there is value in procuring independent, objective expertise and counsel in connection with fulfilling its duties, and pursuant to its charter, the Compensation Committee has the authority to select and retain independent advisors and counsel to assist it with carrying out its duties and responsibilities. The Compensation Committee has exercised this authority to engage Aon as an independent compensation consultant, and the Company has provided appropriate funding to the Compensation Committee to do so. Our Compensation Committee periodically, and at least annually, considers and assesses Aon’s independence, including whether Aon has any potential conflicts of interest with the Company or members of the Compensation Committee.

The Compensation Committee has worked with Aon to develop a peer group, provide a competitive market analysis of the base salary, annual cash incentive awards and long-term incentive compensation of our executive officers compared against the compensation peer group, report on share utilization, and review other market practices and trends.

While the Compensation Committee took into consideration the review and recommendations of Aon when making decisions about our executive compensation program, ultimately, the Compensation Committee made its own independent decisions in determining our executives’ compensation.

The Compensation Committee has assessed the independence of Aon pursuant to SEC and NYSE rules. In doing so, the Compensation Committee considered each of the factors set forth by the SEC and the NYSE with respect to a compensation consultant’s independence and reviewed Aon’s own self-evaluation of and conclusion regarding its independence. The Compensation Committee also considered the nature and amount of work performed for the Compensation Committee by Aon and the fees paid for those services in relation to the firm’s total revenues. In 2021,2022, we paid Aon approximately $226,415$288,196 for executive officer and director compensation services, and we paid Aon approximately $277,705$436,599 for additional services relating to supplemental non-executive compensation analyses and corporate risk and brokerage.

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Based on its consideration of the foregoing and other relevant factors, the Compensation Committee concluded that there were no conflicts of interest, and that Aon is independent.

Compensation Peer Groups and Peer Selection Process

The Compensation Committee believes relevant market and benchmark data provide a solid reference point for making decisions and very helpful context, even though, relative to other companies, there are differences and unique aspects of the Company. The Compensation Committee takes into consideration the structure and components of, and the amounts paid under, the executive compensation programs of other, comparable peer companies, as derived from public filings and other sources when making decisions about the structure and component mix of our executive compensation program.

The Compensation Committee, with the assistance of Aon, developed a peer group in 20202021 for use in connection with IPO compensation decisions and decisions about 20212022 executive compensation. The Compensation Committee used the following criteria in selecting a peer group: sector (technology and health care technology), revenue (0.5x to 2.5x the Company’s revenue, oriented toward high growth) and market capitalization (0.3x to 3.0x the Company’s market cap).

Based on these criteria and considerations, the Compensation Committee approved a peer group that consisted of the following 18 companies:

The Compensation Committee believes that the compensation practices of the above listed peer group provided us with appropriate compensation reference points for evaluating and determining the compensation of our named executive officers during 2021.NEOs for 2022. Consistent with best practices for corporate governance, the Compensation Committee reviews our peer group annually. In late-2021,late-2022, the Compensation Committee engaged Aon to develop a new peer group for decisions regarding executive compensation for 2022.

Role of the Co-CEOs

The Compensation Committee works with our co-CEOs to set the target compensation of each of our other NEOs. As part of this process, the co-CEOs evaluate the performance of the other executive officers annually and make recommendations to the Compensation Committee in the first quarter of the year regarding the compensation of each other executive officer.

The input of the co-CEOs is particularly important. The Compensation Committee gives significant weight to the recommendations of these two in light of their greater familiarity with the day-to-day performance of these officers and the importance of incentive compensation in driving the execution of managerial initiatives developed and led by the co-CEOs. Nevertheless, the Compensation Committee makes the ultimate determination regarding the compensation for the executive officers.

Drs. Ido and Roy Schoenberg are siblings, and Dr. Ido Schoenberg and Phyllis Gotlib are married to each other. The Compensation Committee has strict protocols to avoid conflicts of interest and to maintain confidentiality in connection with determinations of the compensation of Drs. Ido and Roy Schoenberg and of Phyllis Gotlib.

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Compensation Program Components

20212022 Components in General

In order to achieve its executive compensation program objectives, the Compensation Committee utilizes the compensation components set forth in the chart below. The Compensation Committee verifies through regular reviews that each executive officer’s total compensation is consistent with its compensation philosophy and objectives and that each component below is appropriately reflected in the executive in question’s compensation.

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Base Salary

Base salaries provide fixed compensation to executive officers and help us to attract and retain the executive talent needed to lead the business and maintain a stable leadership team. Base salaries are individually determined according to each executive officer’s areas of responsibility, role and experience, and they vary among executive officers based on a variety of considerations, including skills, experience, achievements and the competitive market for the position.

In 2021, the Compensation Committee did not make any changes to the base salaries of the co-CEOs from the levels set upon the IPO, but increased the base salaries of or the other continuing NEOsNEOs.

From time to time, the Compensation Committee might consider and approve base salary adjustments for executive officers. The main considerations for a salary adjustment are similar to those used in initially determining base salaries, but may also include changes in the competitive market, changes of role or responsibilities, or recognition for achievements or market trends.

For newly-hired executive officers, as Messrs. Shepardson and O’Grady were in 2021, the Compensation Committee establishes initial base salaries through arm’s-length negotiations at the time the executive officer is hired, considering the position and the executive’s experience, qualifications and prior compensation.

Annual Incentive Plan

The annual incentive plan for executive officers is a cash plan that rewards NEOs for the achievement of key short-term objectives. In particular, the plan offers incentives to the NEOs to accomplish certain short-term financial results that the Compensation Committee views as key steps in the execution of our overall business strategy, with the intent ultimately of increasing stockholder value.

For the NEOs, the amount of the payout, if any, under the annual incentive plan is based on achievement against two categories of performance measures: a Corporate Funding Performance Factor and a Personal Factor Multiplier.

Target Opportunities

The Compensation Committee determines the target annual incentive opportunity available to each NEO by taking the individual’s annual base salary in effect at year end and multiplying it by the individual’s target incentive percentage. Among other factors, the target incentive percentages are determined with reference to the actions in this regard by our peer group companies for their NEOs and the proportion of total direct compensation represented by the annual incentive.

Corporate Funding Performance Factor

The amount of the payout, if any, under the annual incentive plan is based in part on our achievement against a financial metric. The financial measure selected by the Compensation Committee, 20212022 Company Revenue, focuses executive officers on the critical strategic

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priority of top line revenue growth. Given the Company’s stage of development and market opportunity and window, the Compensation Committee emphasized revenue growth as the highest priority. We derive revenue from the use of the Amwell Platform in the form of recurring subscription fees for use of our platform, and related services and Carepoint sales. We also generate revenue from the performance of AMG (our clinical services affiliate) patient visits.

Target, Threshold and Maximum Corporate Funding Performance Levels

The Compensation Committee set the performance metric targets at levels that it considered rigorous and challenging and that took into account the relevant risks and opportunities. More specifically, the Compensation Committee reviewed the relevant financial objectives set as a result of the detailed budgeting process, and assessed various factors related to the achievability of these budget targets, including the risks associated with various macroeconomic factors, including the effects of the Covid-19 pandemic,inflation and rising interest rates, and the risks of achieving specific actions that underlie the targets and the implied performance relative to prior years.

Considering these factors, the Compensation Committee set the 20212022 annual incentive plan target for revenue at a 10%14% growth rate over the actual total revenue in 2020.2021.

Having set the targets, the Compensation Committee also set the threshold and maximum performance levels. For 2021,2022, the Compensation Committee set the threshold for payment of any annual incentives at approximately 92.6%93.75% of the revenue target. The Compensation Committee set the maximum level for revenue at 125%104.86% of target, a level that presents a significant challenge requiring exceptionally strong performance.

Corporate Achievement Level

The Compensation Committee defined payout levels representing the amount to be paid to NEOs based on the level of actual performance relative to the targets. If achievement is below the threshold level of performance, the Compensation Committee set the payout at 0% in order to motivate performance and underscore the importance of achieving, or closely approaching, our revenue targets at this critical time in our development. If we achieved threshold performance (defined as 92.6%93.75% of target), the bonus pool funding would be 50% of target; if we achieved 100% of target performance, the payout would be 100% of target, and if we achieved maximum performance or above, the payout would be 125% of bonus pool funding. For performance between the threshold and maximum for any metric, the payout amount is determined based on specified bend points in the payout curve between the threshold of 50% and the target of 100%, and then linearly up to a maximum of 125%.

Personal Factor

The Compensation Committee also considers a personal factor in determining the payout under the annual incentive plan to each NEO. WithGiven the exceptionnature of their roles, Dr. Ido Schoenberg and DrDr. Roy Schoenberg personal factors were the Compensationsame as the Company’s corporate achievement metrics. The personal factor for the other NEOs was designed to align with the Company’s strategic and operating initiatives. The Committee determines personal factor achievement based on each NEO’s attainment of select Objectives and Key Results (OKRs) that are aligned with Company and department OKRs. The Compensation Committee evaluates each NEO’s achievement relative to his/her personal OKR goals or personal performance factors (to the extent applicable). The resulting personal factor is expressed as a percentage, with a maximum of 125%, and that percentage is applied to the bonus pool funding under the corporate component to determine the actual bonus payout for each NEO. The personal factor for each of the co-CEOs and the NEOs were set in 2021 and were designed to align with the Company’s strategic and operating initiatives.

For Mr. Shepardson, Ms. Gotlib, Mr. Knight and Mr. Knight,Paunovich, the NEOs’ personal factors were based on the performance assessments described below. Mr. Shepardson and Mr. O’Grady joined Amwell during the course of 2021 and did not have OKRs orbelow, with no specific weighting given to any one personal factors for the year.factor. As noted above, given the nature of their roles, Dr. Ido Schoenberg and Dr. Roy Schoenberg personal factors were the same as the Company’s corporate achievement metrics. Mr. Anderson announced his resignation in October 2021, and his 2021 bonus payout was determined pursuant to the terms

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Table of his separation with the Company, as described below.Contents

For the personal factor component, the Compensation Committee determined that Ms. Gotlib and Mr. Knightthe NEOs listed below merited the following achievement level based on their personal OKR achievements in 2021:2022:

Payout Determination

To calculate payouts, the Compensation Committee verifies both (i) our achievement relative to the target for the Revenue metric to determine the bonus pool funding pursuant to the corporate factor, and (ii) the achievement of personal OKRs for each NEO, and then multiplies the target opportunity for each executive by the corporate factor and the personal factor to produce the payout under the annual incentive plan. Given the nature of their roles, Dr. Ido Schoenberg and Dr. Roy Schoenberg personal factors were the same as the Company’s corporate achievement metrics.

Having determined the total 20212022 annual incentive plan payouts for each eligible NEO, the Compensation Committee then presented the determination of annual incentive plan payout amounts for the co-CEOs to the Board for its review and approval.

To calculate 2022 annual incentive payouts for the co-CEOs, the Board reviewed the Company’s achievement metrics against the corporate objectives. Based on the results of the company performance, the Board determined an individual personal factor for both CEOs at 90%.