Timothy Wicks
Director at BTSG
Board
About Timothy A. Wicks
Independent director since April 2024; age 59. Former Executive Vice President at Optum (UnitedHealth Group) through 2021, including roles as Optum CFO, oversight of Optum Financial (> $15B assets), head of supply chain, and CEO of OptumRx (> $60B revenues). Education: BA in Economics (with honors), University of Chicago; MBA, Harvard Business School. Determined independent by the Board and designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Optum (UnitedHealth Group) | Executive Vice President; CFO of Optum; Head of Supply Chain | Until 2021 (start date not disclosed) | Oversight of Optum Financial, largest U.S. healthcare-focused bank/financial services (> $15B assets) |
| OptumRx | Chief Executive Officer | Until 2021 (start date not disclosed) | Operated at > $60B revenue scale |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MOBE (private) | Director; Chair of Advisory Board | Current | Privately held company |
| Hope for the Child (non-profit) | Advisor to the CEO | Current | Not-for-profit serving >7,000 children in Kenya |
Board Governance
- Committee membership: Wicks serves on Audit, Compensation, and Quality & Compliance and Governance Committees; he is not chair of any (Audit Chair: Olivia Kirtley; Compensation Chair: Max Lin; Quality & Compliance and Governance Chair: Steve Miller). 2024 meetings: Audit 5, Compensation 4, Quality & Compliance and Governance 4.
- Independence and expertise: Board affirmed Wicks’ independence under Nasdaq standards; independent for Exchange Act Sections 10A(m)(3) and 10C(a)(3); designated as an “audit committee financial expert.”
- Board structure: Combined CEO/Chair (Jon Rousseau) with no Lead Independent Director elected; independent directors hold regular executive sessions and at least one annual session excluding management/non-independent directors.
- Controlled company: KKR-affiliated entities hold ~54% voting power; company relies on Nasdaq “controlled company” exemptions, including no separate independent nominating committee. Wicks serves alongside a KKR partner (Max Lin) on Compensation, which the Board nonetheless determined to be independent under Nasdaq/Exchange Act standards.
- Attendance: Board held five meetings in 2024; all directors attended ≥75% of Board/committee meetings during their service periods.
Committee Assignments
| Committee | Wicks Role | Committee Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Member | Olivia Kirtley | 5 |
| Compensation | Member | Max Lin | 4 |
| Quality & Compliance and Governance | Member | Steve Miller | 4 |
Fixed Compensation
| Component | Amount |
|---|---|
| Annual cash retainer (non-employee director) | $0 |
| Committee membership fees | $0 |
| Committee chair fees | $0 (Wicks is not a chair) |
| Meeting fees | $0 |
| Equity grants (RSUs/Options/DSUs) | $0 |
| Expense reimbursement | Reasonable out-of-pocket expenses reimbursed (amounts not disclosed) |
The company anticipates reviewing and establishing a non-employee director compensation program following its IPO; as of the proxy, directors received no cash or equity compensation for board service.
Performance Compensation
| Element | Status |
|---|---|
| Performance-based equity (PSUs), performance options | None disclosed for directors |
| Bonus metrics (revenue, EBITDA, TSR, ESG) | None disclosed for directors |
| Vesting schedules, performance periods | Not applicable |
| Clawback applicability | Company adopted an incentive compensation clawback policy (program-level); director-specific application not detailed |
Other Directorships & Interlocks
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Precision Castparts Corp. | Director (prior) | Not disclosed | Sold to Berkshire Hathaway for $37B |
| Aerojet Rocketdyne | Director (prior) | Not disclosed | Sold to L3Harris Technologies |
| Pear Therapeutics | Director (prior) | Not disclosed | Prior public company board service |
Interlocks/Conflicts: Board is “controlled company” by KKR; a KKR partner (Max Lin) chairs Compensation and serves with Wicks on that committee, though the Board deemed the committee members independent under Nasdaq and Exchange Act standards. No related-party transactions disclosed involving Wicks.
Expertise & Qualifications
- Financial leadership across large-scale healthcare operations (Optum/OptumRx), treasury/financial services oversight (Optum Financial), supply chain management; formally recognized as audit committee financial expert.
- Education: BA Economics with honors (University of Chicago) and MBA (Harvard Business School).
- Public board experience including complex transaction outcomes (Berkshire Hathaway and L3Harris acquisitions).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Shares Outstanding Reference |
|---|---|---|---|
| Timothy A. Wicks | 0 (“-” in table) | <1% | 175,070,732 (as of March 31, 2025) |
- Pledging/Hedging: No pledging by Wicks disclosed; no director hedging/pledging policy details provided in the proxy.
- Lock-up: Wicks is listed among lock-up parties in the October 2025 secondary offering and agreed to 60-day transfer restrictions following the Underwriting Agreement, indicating short-term trading restrictions; not a substitute for longer-term ownership alignment.
Governance Assessment
- Strengths: Tri-committee service (Audit, Compensation, Quality & Compliance and Governance) demonstrates high engagement; audit committee financial expert designation enhances financial oversight; Board confirmed independence, and attendance met ≥75% threshold.
- Concerns/RED FLAGS:
- Controlled company structure with ~54% KKR voting power and no independent nominating committee; combined CEO/Chair and no Lead Independent Director—dilutes independent board counterweights.
- Compensation Committee chaired by a KKR partner (Max Lin) alongside Wicks—while deemed independent, potential perceived influence due to controlling shareholder representation.
- Alignment: As of the proxy, directors received no cash or equity compensation for board service, and Wicks reported no beneficial ownership—limited “skin-in-the-game”; company plans to establish a program post-IPO but timing/structure not yet disclosed.
- Additional context: Executive sessions of independent directors occur regularly; Audit Committee and Compensation Committee reports indicate active oversight and compliance with SEC/Nasdaq standards, including clawback adoption.
Shareholder items: Advisory say-on-pay and frequency proposals on the 2025 ballot; Board recommended 1-year frequency (proxy card indication).