Teladoc Health names Michael Grasher CFO for 2026
Teladoc Health, Inc. (TDOC) appointed Michael Grasher as Chief Financial Officer, effective August 31, 2026, while Charles Divita III continues as Chief Executive Officer.
Rhea-AI Filing Summary
Teladoc Health, Inc. (TDOC) appointed Michael Grasher as Chief Financial Officer, effective August 31, 2026, while Charles Divita III continues as Chief Executive Officer. Grasher brings over three decades of financial and insurance-sector experience, including CFO roles at IFG Companies, Fortegra Group and AMERISAFE, Inc., plus prior equity research experience.
His offer includes a $550,000 base salary, a one-time $500,000 sign-on bonus, an annual bonus target of 85% of base salary beginning in 2027, and a new-hire equity award with a target value of $3,000,000, split 50% restricted stock units and 50% performance stock units tied to 2026 adjusted EBITDA and 2026–2028 revenue CAGR, with multi-year vesting. An employment agreement provides salary, bonus-related amounts, health benefits and equity vesting acceleration upon certain terminations, with enhanced benefits if a qualifying termination occurs within 12 months after a change of control.
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Filing Explained
The CFO appointment is effective August 31; the approximately $3 million equity award is planned, not yet issued, with vesting tied to service and performance.
The appointment of Michael Grasher as chief financial officer is effective
Half of the planned award is restricted stock units with service-based vesting, while the other half is performance stock units tied to 2026 adjusted EBITDA and revenue growth from 2026 through 2028.
Severance is conditional on a qualifying termination, release of claims and compliance with restrictive covenants; within 12 months after a change of control, the agreement provides longer salary and health-benefit continuation plus different equity-vesting treatment.
Future annual incentive awards are only anticipated and would require approval by the board or a committee; the stated milestones include expected issuance on
8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Annual base salary: $550,000
Sign-on bonus: $500,000
Target annual bonus percentage: 85% of annual base salary
+5 more
8 metrics
Annual base salary
$550,000
Base salary for Michael Grasher under the Offer Letter
Sign-on bonus
$500,000
One-time sign-on bonus for Michael Grasher
Target annual bonus percentage
85% of annual base salary
Annual bonus target beginning with respect to 2027
New-hire incentive equity award
$3,000,000
Aggregate target value of RSUs and PSUs expected to be granted September 1, 2026
Severance salary continuation
12 months
Base salary continuation on qualifying termination outside change-of-control period
Severance salary continuation after change of control
18 months
Base salary continuation on qualifying termination within 12 months after change of control
Health insurance premium continuation
up to 12 months
Continuation period for health premiums on qualifying termination outside change-of-control period
Health insurance premium continuation after change of control
18 months
Continuation period for health premiums on qualifying termination within 12 months after change of control
Key Terms
performance stock units, adjusted EBITDA, compound annual revenue growth rate, change of control, +2 more
6 terms
performance stock units financial
"50% restricted stock units and 50% performance stock units."
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
adjusted EBITDA financial
"based on (i) the Company's adjusted EBITDA for 2026"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
compound annual revenue growth rate financial
"the Company's actual compound annual revenue growth rate during the period"
change of control financial
"within 12 months following a “change of control” (as defined in the Employment Agreement)"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
non-compete regulatory
"subject to customary non-compete and non-solicitation provisions"
A non-compete is a contract clause that prevents an employee, executive, or seller from working for or starting a rival business for a set time and area after leaving a company. It matters to investors because it protects the value of intellectual property, customer relationships and key personnel—like putting a temporary fence around a company’s customers and know‑how—while also creating legal and operational constraints that can affect talent mobility and deal attractiveness.
Regulation FD regulatory
"Item 7.01 Regulation FD."
Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.
FAQ
What executive change did Teladoc Health (TDOC) announce in this 8-K?
Teladoc Health appointed Michael Grasher as Chief Financial Officer, effective August 31, 2026. Former interim principal financial officer Charles Divita III continues to serve as Chief Executive Officer, maintaining continuity in the CEO role while adding a permanent CFO.
What is Michael Grasher’s compensation package at Teladoc Health (TDOC)?
Michael Grasher’s package includes a $550,000 annual base salary, a one-time $500,000 sign-on bonus, an annual bonus targeted at 85% of base salary beginning for 2027, and a new-hire equity award valued at about $3,000,000 in restricted and performance stock units.
How are Michael Grasher’s new-hire equity awards at TDOC structured?
The new-hire equity award has an aggregate target value of about $3,000,000, split 50% restricted stock units and 50% performance stock units, expected to be granted September 1, 2026, with vesting schedules based on continued service and performance metrics for 2026 adjusted EBITDA and 2026–2028 revenue CAGR.
What severance protections does Teladoc Health (TDOC) provide to Michael Grasher?
If terminated without cause or he resigns for good reason outside a change-of-control period, Grasher is eligible for 12 months base salary, pro rata and prior-year bonuses, up to 12 months health premiums, and partial equity vesting. Benefits increase to 18 months salary and health premiums and full service-vested equity if a qualifying termination occurs within 12 months after a change of control.
What performance metrics determine Michael Grasher’s performance stock units at TDOC?
Performance stock units are tied to 2026 adjusted EBITDA and the company’s compound annual revenue growth rate from January 1, 2026 through December 31, 2028. Earned EBITDA PSUs vest over time after the grant date, while earned revenue CAGR PSUs vest on March 1, 2029, subject to continued service.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 27, 2026
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(Exact name of registrant as specified in its charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective August 31, 2026, Teladoc Health, Inc. (the “Company”) hired Michael Grasher as its Chief Financial Officer. Charles Divita, III, who served as the Company’s interim principal financial officer, will continue as Chief Executive Officer.
Prior to joining the Company, Mr. Grasher, age 61, served from February 2024 to September 2025 as Chief Financial Officer of IFG Companies, a privately held multi-line excess and surplus lines insurance company, where he was responsible for financial reporting, planning and analysis, and treasury management. Previously, Mr. Grasher served from October 2015 to February 2024 as Chief Financial Officer and Executive Vice President of the Fortegra Group, a global specialty insurer, where he oversaw financial governance and accounting across the company's U.S. and European operations, among other duties. Earlier, Mr. Grasher served as Chief Financial Officer and Executive Vice President of AMERISAFE, Inc., a publicly traded workers' compensation insurer, where he led financial reporting, capital management and investor relations. Mr. Grasher was also previously an equity research analyst covering insurance companies on both the buy and sell side, and brings a deep understanding of the public markets. Mr. Grasher holds a Masters of Business Administration from the University of Chicago Booth School of Business and a Bachelor of Science from the University of Illinois.
There are no family relationships between Mr. Grasher and any director or officer of the Company, and no arrangements or understandings between Mr. Grasher and any other person pursuant to which he was selected as an officer. There are no transactions involving the Company and Mr. Grasher that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.
In connection with his appointment with the Company, Mr. Grasher and the Company entered into an agreement (the "Offer Letter") that provides for (i) an annual base salary of $550,000, (ii) a one-time sign-on bonus equal to $500,000, (iii) eligibility to receive an annual bonus targeted at 85% of his annual base salary beginning with respect to 2027, and (iv) a new-hire incentive equity award under the Company’s 2023 Employment Inducement Incentive Award Plan with an aggregate target value of approximately $3,000,000, which are expected to be issued on September 1, 2026 consisting of 50% restricted stock units and 50% performance stock units. The restricted stock units to be issued to Mr. Grasher are expected to vest one-half on the first anniversary of the grant date and the remainder in six substantially equal quarterly installments beginning on the 15-month anniversary of the grant date, in each case subject to Mr. Grasher’s continued service on the applicable vesting date. The performance stock units to be issued to Mr. Grasher provide a target number of shares of the Company's common stock that would be earned at the end of a specified performance period based on (i) the Company's adjusted EBITDA for 2026 (“EBITDA PSUs”) and (ii) the Company's actual compound annual revenue growth rate during the period January 1, 2026 through December 31, 2028 (“Revenue CAGR PSUs”). One-half of any earned EBITDA PSUs would vest on the first anniversary of the grant date and the remainder in six substantially equal quarterly installments beginning on the 15-month anniversary of the grant date, in each case subject to Mr. Grasher’s continued service on the applicable vesting date. Any earned Revenue CAGR PSUs would vest on March 1, 2029 subject to Mr. Grasher's continued service on the applicable vesting date. The Company anticipates granting annual incentive equity awards in future years, which are expected to be issued fifty percent in the form of restricted stock units and fifty percent in the form of performance stock units, in each case in accordance with the Company’s customary practices and subject to approval by the Company's Board of Directors or a committee thereof.
In connection with his appointment as Chief Financial Officer, the Company and Mr. Grasher also entered into an employment agreement (the “Employment Agreement”). The Employment Agreement provides that in the event Mr. Grasher is terminated by the Company without “cause” or he resigns for “good reason” (each, as defined in the Employment Agreement), in each case, other than within 12 months following a “change of control” (as defined in the Employment Agreement) of the Company, he will be eligible to receive severance payments and benefits of (i) 12 months’ of continued base salary, (ii) a pro rata portion of the bonus he would have earned for the year of termination, (iii) any earned but unpaid annual bonus for the year prior to his termination (iv) up to 12 months’ of continued health insurance premiums, if elected, and (v) accelerated vesting of his outstanding equity or equity-based awards scheduled to vest based on continued service during the 12 months following his termination, with any performance-based awards remaining eligible to vest to the extent the performance conditions are satisfied in the 12 months following the termination. If Mr. Grasher’s qualifying termination
of employment occurs within 12 months following a change of control of the Company, he will be eligible to receive the foregoing payments and benefits, except that (i) he will also be eligible to receive an additional lump-sum payment equal to 100% of his target annual bonus, (ii) the period of continued base salary will be 18 months, (iii) the period of continued health insurance premiums will be 18 months and (iv) in lieu of the foregoing equity acceleration, all of his unvested equity and equity-based awards subject to service-based vesting will immediately and fully vest and any performance-based awards will remain eligible to vest to the extent the performance conditions are thereafter satisfied. Mr. Grasher’s receipt of severance payments and benefits is subject to his timely execution and delivery of a release of claims against the Company and his ongoing compliance with certain restrictive covenants contained in the Employment Agreement.
Mr. Grasher is subject to customary non-compete and non-solicitation provisions during the term of his employment and for a period of 12 months following his termination. Mr. Grasher has also entered into the Company’s standard indemnification agreement.
The foregoing description of the Offer Letter and the Employment Agreement do not purport to be complete and are qualified in their entirety by reference to the complete text of the Offer Letter and Employment Agreement, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Form 8-K.
Item 7.01 Regulation FD.
On August 31, 2026, the Company issued a press release regarding the appointment of Mr. Grasher as Chief Financial Officer of the Company. A copy of the press release is furnished herewith as Exhibit 99.1.
The information furnished under this Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |||||||||||||
10.1 | Offer Letter, dated August 27, 2026, by and between Teladoc Health, Inc. and Michael Grasher. | |||||||||||||
10.2 | Employment Agreement, dated August 31, 2026, by and between Teladoc Health, Inc. and Michael Grasher. | |||||||||||||
99.1 | Teladoc Health, Inc. press release, dated August 31, 2026. | |||||||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 31, 2026
Teladoc Health, Inc. | |||||
By: | /s/ Adam C. Vandervoort | ||||
Name: | Adam C. Vandervoort | ||||
Title: | Chief Legal Officer and Secretary | ||||
Exhibit 99.1
Teladoc Health Appoints Michael Grasher as Chief Financial Officer
Appointment brings seasoned financial leadership as Teladoc Health advances its strategy aimed at delivering disciplined, sustainable growth
NEW YORK, August 31, 2026 — Teladoc Health, Inc. (NYSE: TDOC), the global leader in virtual care, today announced the appointment of Michael Grasher as Chief Financial Officer, effective immediately.
Mr. Grasher is an accomplished financial executive with more than three decades of experience across the insurance and financial services sectors, including more than 12 years in CFO roles at public and privately held companies.
He most recently served as CFO of IFG Companies, a privately held property-casualty insurance organization, where he was responsible for financial reporting, planning and analysis, and treasury management. Previously, Mr. Grasher served as CFO and Executive Vice President at Fortegra, a global specialty insurer, overseeing financial governance and accounting across U.S. and European operations, among other duties. Prior to Fortegra, he served as CFO and Executive Vice President of AMERISAFE, a publicly traded specialty provider of workers’ compensation insurance, where he led financial reporting, capital management and investor relations. Before moving into corporate finance leadership, he spent more than a decade in equity research as both a buy- and sell-side analyst, including as a Managing Director at Piper Jaffray, now Piper Sandler.
“Mike is an experienced financial leader with a proven record of financial stewardship, driving operational discipline and strategic execution,” said Chuck Divita, Chief Executive Officer of Teladoc Health. “Mike’s combination of public company experience, financial leadership and operating discipline will be particularly valuable as we continue to strengthen the business, execute our strategic priorities and deliver long-term value for our stakeholders.”
Throughout his career, Mr. Grasher has supported sustained growth, profitability and corporate strategy across the companies he has served and brings experience leading enterprise-wide efficiency initiatives and shaping long-term strategy.
"Teladoc Health has built a strong foundation with unmatched scale, deep clinical expertise and a global footprint," said Grasher. "I’m excited to work with Chuck and the leadership team to build on that foundation and deliver lasting value for the members, clients and shareholders we serve."
About Teladoc Health
Teladoc Health (NYSE: TDOC) is the global leader in virtual care. The company is delivering and orchestrating care across patients, care providers, platforms and partners —transforming virtual care into a catalyst for how better health happens. Through our relationships with health plans, employers, providers, health systems and consumers, we are enabling more access, driving better outcomes, extending provider capacity and lowering costs. Learn more at teladochealth.com.
Investors:
Michael Minchak
617-444-9612
ir@teladochealth.com
Media:
Lou Serio
202-569-9715
pr@teladochealth.com