Amwell makes inducement grant

Rhea-AI Summary

Amwell (NYSE: AMWL) has announced a significant inducement grant to its new chief product and technology officer, Dan Zamansky. The grant consists of restricted stock units (RSUs) covering 220,844 shares of Class A common stock.

The vesting schedule includes:

• 25% vesting after six months (Initial Vesting Date)
• Remaining 75% vesting in equal increments every three months
• Full vesting occurs four years from grant date

If terminated without cause or with good reason, Zamansky's RSUs will continue vesting through the first anniversary of termination. In case of involuntary termination one month before or within 24 months after a change in control, all RSUs will immediately vest. The grant was approved under Amwell's Inducement Plan and NYSE Rule 303A.08.

Positive

• New chief product and technology officer hired
• RSU grant aligns executive interests with shareholders
• Protection mechanisms in place for change-in-control scenarios

Negative

• Potential shareholder dilution from 220,844 new shares

BOSTON, March 03, 2025 (GLOBE NEWSWIRE) -- Amwell^® (NYSE: AMWL), a leader in technology-enabled care, today announced that, on March 3, 2025, it made a grant of restricted stock units (“RSUs”) covering 220,844 shares of its Class A common stock to Dan Zamansky. The grant was offered as material inducement to Zamansky’s employment as Amwell’s chief product and technology officer. The RSUs become vested as follows, subject to Zamansky’s continued employment through each vesting date, except as noted below: 25% of the RSUs will vest on the six-month anniversary of the grant date (“Initial Vesting Date”), and the remaining 75% of the RSUs will vest in equal pro-rata increments every three (3) months thereafter (beginning on the first calendar day of the month following the date that is three months following the Initial Vesting Date) until such RSUs are fully vested on the first day of the calendar month following the four (4) year anniversary of the grant date. If Zamansky’s employment is terminated by the company without cause or by Zamansky with good reason, conditioned on Zamansky’s execution and non-revocation of a release of claims, the aforementioned grant will vest as to the portion that would have vested had Zamansky remained employed by the company through the first anniversary of his termination date. In addition, if the involuntary termination of employment occurs one month before or within 24 months following a change in control, the aforementioned grant will fully vest at the time of termination.

The grant described in this press release was approved by the Compensation Committee of the Amwell’s Board of Directors pursuant to the Amwell’s Inducement Plan and made in reliance on the employment inducement exemption under the NYSE’s Listed Company Manual Rule 303A.08. Amwell is issuing this press release pursuant to Rule 303A.08.

About Amwell

Amwell offers payers and health systems a single, comprehensive, technology-enabled care platform. We use technology to provide patients with better access to more convenient, affordable and effective care. The Amwell platform includes software and services that power many clinical programs from Amwell and our growing number of partners. Our platform allows patients to experience unified, personalized and simple access to diversified clinical programs across the care continuum. As more people seek care online and more clinical programs become available, we offer integrated, future-ready, consistent solutions. The Amwell platform is proven, operating at a large scale, enabling care for millions of patients and their sponsors while delivering dependable outcomes. For almost two decades, Amwell has proudly served some of the largest and most sophisticated healthcare organizations in the U.S. and worldwide. For more information, visit business.amwell.com or LinkedIn.

FAQ

How many RSUs were granted in Amwell's (AMWL) March 2025 inducement grant?

Amwell granted 220,844 restricted stock units (RSUs) of Class A common stock.

What is the vesting schedule for AMWL's March 2025 RSU grant to Dan Zamansky?

25% vests after 6 months, with remaining 75% vesting quarterly over the next 3.5 years, completing in 4 years.

What happens to AMWL's RSU grant if there's a change in control?

RSUs fully vest if involuntary termination occurs 1 month before or within 24 months after a change in control.

What position was Dan Zamansky hired for at Amwell (AMWL)?

Dan Zamansky was hired as Amwell's chief product and technology officer.