Sandeep Dadlani
About Sandeep Dadlani
Independent director at Digimarc (DMRC) since 2021; age 50 as of March 25, 2025 . Currently EVP, Chief Digital & Technology Officer at UnitedHealth Group (UNH) since September 2022, with prior senior roles at Mars and Infosys; education includes a Bachelor’s in Electrical Engineering (M.S. University, Baroda) and MBA in Finance (JBIMS, Mumbai University) . Core credentials span digital platforms, AI, data management, e‑commerce, supply chain digitalization, and global operating experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Infosys | President; Head of Americas; Global Head Manufacturing/Retail/CPG/Logistics; Chairman of Edgeverve; co-founded Skava | 2001–2017 | Led large client segments; founded AI/mobile commerce platforms |
| Mars, Incorporated | Global Chief Digital Officer | Prior to Sept 2022 | Drove enterprise digitalization, including supply chain digitalization |
| Citibank | Investment Banking (early career) | Not disclosed | Finance foundation |
External Roles
| Organization | Role | Start Date | Notable Engagement |
|---|---|---|---|
| UnitedHealth Group (NYSE: UNH) | EVP, Chief Digital & Technology Officer; leads Optum Technology | Sept 2022 | Enterprise technology & digital strategy leadership |
| World Economic Forum | Global Agenda Council on Future of Consumption | Not disclosed | Participated in WEF Annual Meeting (Davos) for several years |
| Publications/Thought Leadership | Contributor | Not disclosed | Harvard Business Review, Forbes; co‑authored UN global report on supply chain sustainability |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Determined independent under Nasdaq Rule 5605; no undisclosed transactions considered in independence review |
| Committee assignments | Audit Committee member (committee covers financial reporting, IT security, and AI governance; serves as Qualified Legal Compliance Committee) |
| Chair roles | None (Audit Chair: Dana Mcilwain; Governance Chair: Sheila Cheston; Compensation Chair: LaShonda Anderson‑Williams) |
| Board/committee attendance | Each current serving director attended >75% of Board and applicable committee meetings in 2024; Board held 7 formal meetings |
| Executive sessions | Independent directors meet in executive session at regularly scheduled Board meetings, chaired by independent Board Chair |
| Years of service | Director since 2021 |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Standard non‑employee director retainer |
| Committee chair fees | N/A | Not a chair (Audit/Comp/Gov chairs receive $15,000) |
| Board chair fee | N/A | Only Board Chair receives $40,000 |
| Meeting fees | None | Directors not compensated per meeting |
| Equity in lieu of cash | $49,943 in common stock | Elected to receive nearly all cash retainer in equity in 2024 |
| Program changes (YoY) | No changes in 2024 | Compensation consultant benchmarked; $500k annual cap maintained |
Performance Compensation
Directors receive time‑based restricted stock; no performance‑linked equity for directors disclosed.
| Grant Type | Grant Date | Shares | Fair Value | Vesting |
|---|---|---|---|---|
| Annual restricted stock (continuing director) | June 7, 2024 | 3,555 | ~$100,000 | Restrictions lapse on the anniversary or immediately prior to next annual meeting occurring ≥50 weeks after prior annual meeting |
Director equity elections: Directors may elect 0%, 50%, or 100% of cash retainers to be paid in common shares; starting 2025 this applies to chair retainers too .
Clawbacks: Awards under the 2018 Incentive Plan (including director time‑based awards) are subject to company clawback policies covering restatements and specified misconduct .
Other Directorships & Interlocks
| Company | Board Role | Committees | Notes |
|---|---|---|---|
| None disclosed | — | — | DMRC proxy does not list other public company directorships for Dadlani |
- Potential interlocks/conflicts: Current executive role at UNH noted; DMRC’s Governance Committee reviews related‑party transactions; Board indicates no undisclosed transactions affecting independence of any independent director .
Expertise & Qualifications
- Technical and operating expertise: Product management, digital/technology platforms, data management, AI, mobile commerce/e‑commerce, platform automation, supply chain digitalization; global experience .
- Education: B.E. Electrical Engineering (M.S. University, Baroda); MBA (Finance) JBIMS, Mumbai University .
- Recognition: CIO of the Year (2019), top transformation leaders, AI thought leader; WEF participation; HBR/Forbes contributor; UN global report co‑author .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 27,323 | As of record date; less than 1% of outstanding |
| Unvested restricted shares | 3,555 | As of Dec 31, 2024 |
| Options | None outstanding | As of Dec 31, 2024, no stock options for any non‑employee director |
| Pledging/Hedging | Prohibited | Company policy bans hedging and pledging by directors |
| Ownership guidelines | 6x annual Board cash retainer | Applies to non‑employee directors; includes certain unvested equity in calculation |
| Compliance status | Exceeded guidelines | All directors exceeded enhanced guidelines as of Dec 31, 2024 |
Governance Assessment
- Alignment: Strong ownership alignment—elected to receive ~$49,943 of 2024 cash retainer in equity; annual restricted stock; robust stock ownership guidelines exceeded by all directors .
- Effectiveness: Active Audit Committee member overseeing financial reporting, cybersecurity, and AI governance; Audit Committee affirmed KPMG independence and recommended inclusion of audited financials; committee operates as Qualified Legal Compliance Committee .
- Independence & attendance: Independent under Nasdaq rules; >75% attendance; regular executive sessions of independent directors—a positive oversight signal .
- Conflicts/related parties: Governance Committee reviews related‑party transactions; Board notes no undisclosed relationships impacting independence; anti‑hedging/anti‑pledging practices reduce misalignment risk .
- Shareholder signals: 2024 say‑on‑pay approval exceeded 92%—indicative of investor support for governance and pay practices .
RED FLAGS
- None disclosed in proxy regarding low attendance, related‑party transactions, pledging, or pay anomalies for directors .
- Note: External executive role at UNH warrants ongoing monitoring for potential commercial interactions; Governance processes in place to review/approve any related‑party matters .