Deepak Sadagopan

About Deepak Sadagopan

Deepak Sadagopan is an independent director of Spectral AI (MDAI), serving since September 2023. He is currently Business Lead, Value Based Platform at Risant Health; previously COO of Population Health at Providence St. Joseph Health for eight years. He holds a master’s in healthcare delivery and economics (Dartmouth), a master’s in engineering specializing in data science (UConn), and completed an executive program at MIT Sloan; age 51. He also serves on the board of the Healthcare Financial Management Association and on the faculty of the University of Washington School of Public Health as Clinical Assistant Professor.

Past Roles

Organization	Role	Tenure	Committees/Impact
Providence St. Joseph Health	Chief Operating Officer, Population Health	Eight years (prior to Risant Health)	Led population health initiatives to transform care; focus on value-based delivery models
Siemens PLM Solutions; Quest Diagnostics; McKesson; Edifecs	Various leadership roles	Not disclosed	Technology-enabled business decisions for payers/providers transitioning from volume to value

External Roles

Organization	Role	Tenure	Notes
Risant Health	Business Lead, Value Based Platform	Current	Works with clinical leadership to expand value-based platform adoption
Healthcare Financial Management Association (HFMA)	Director (Board)	Current	Non-profit governance role
University of Washington School of Public Health	Clinical Assistant Professor	Current	Teaches MHA courses in Value-Based Care and economics

Board Governance

Independence: The Board determined Mr. Sadagopan is independent under Nasdaq standards.
Committee assignments: Compensation Committee member; Science & Technology Committee member. Not a chair.
Board leadership: Chair of the Board is Dr. J. Michael DiMaio; Richard Cotton serves as Lead Independent Director.
Attendance: In 2024, the Board met 8 times; each director attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 Annual Meeting.
Committee activity levels (2024): Audit (5 meetings), Compensation (2), Nominating & Corporate Governance (1), Executive (13).
2025 shareholder support: Re-elected at 2025 AGM with 9,940,048 “For” votes; no votes “Against” recorded.
Say-on-pay: No say-on-pay proposal at the 2025 Annual Meeting (only director elections and auditor ratification).

Fixed Compensation

Director	Period	Cash Fees ($)	Committee Chair/Meeting Fees	Notes
Deepak Sadagopan	FY 2024	67,500	Not separately disclosed	Non-executive director cash compensation

Performance Compensation

Director	Period	Equity Type	Grant-Date Fair Value ($)	Grant Date	Shares/Strike/Vesting
Deepak Sadagopan	FY 2024	Stock Options	45,900	Not disclosed	Share counts, strike, and vesting terms not disclosed in director table

No performance metrics (TSR, revenue, EBITDA, ESG) tied to director compensation are disclosed for non-employee directors.

Other Directorships & Interlocks

Company/Entity	Type	Role	Committee Roles	Interlock/Conflict Considerations
Healthcare Financial Management Association	Non-profit	Director	Not disclosed	No related-party transactions disclosed involving Mr. Sadagopan
Public company boards	Public	None disclosed	—	No other public directorships disclosed

Expertise & Qualifications

Value-based care and Health IT policy leader; extensive healthcare operations and technology experience across providers and payers.
Education: M.S. in Healthcare Delivery & Economics (Dartmouth); M.S. in Engineering (Data Science, UConn); MIT Sloan executive program.
Academic and professional leadership: UW School of Public Health (Clinical Assistant Professor); HFMA board member.

Equity Ownership

Holder	Beneficial Ownership (Shares)	% of Outstanding	Composition	Vested vs. Unvested	Pledging/Hedging
Deepak Sadagopan	41,518	<1%	Consists of options exercisable within 60 days	Vested/exercisable within 60 days: 41,518; Unvested: not disclosed	Company has no policy preventing hedging; no pledging disclosure in proxy

Related-Party Transactions (Conflict Scan)

Company-level RPT: 2024–2025 Spectral IP Note with affiliate of largest stockholder (amended terms; converted into 540,996 MDAI shares). No ties to Mr. Sadagopan disclosed.
2025 Q3 10-Q reiterates Spectral IP note conversion; no obligations outstanding as of Sept 30, 2025; no Mr. Sadagopan involvement indicated.
No loans, payments, or transactions involving Mr. Sadagopan disclosed.

Governance Assessment

Strengths

Independent director with deep value-based care and data science expertise; serves on Compensation and Science & Technology Committees, supporting both human capital and product oversight.
Meets attendance threshold; board maintained active committee cadence in 2024; all directors attended the annual meeting, supporting engagement.
Strong shareholder support on re-election at 2025 AGM (9.94M “For”).

Alignment and Risk Indicators

Skin-in-the-game is limited: beneficial ownership consists solely of 41,518 vested options (<1% of outstanding), with no disclosed common share holdings. This may temper alignment versus larger direct equity stakes.
Hedging policy gap: Company does not prohibit hedging transactions by directors or employees (beyond insider-trading blackouts), a governance red flag for alignment.
Executive Committee concentration: Substantial authority resides in the Executive Committee (13 meetings in 2024); includes the company’s largest stockholder (Erich Spangenberg at 18.9%). While not a direct conflict for Mr. Sadagopan, this concentration warrants broader board oversight attention.

Monitoring Items

Disclose and adopt explicit anti-hedging (and pledging) prohibitions for directors to enhance alignment.
Consider enhancing director equity mix disclosure (shares, strikes, vesting) to improve transparency on at-risk pay for board members.
Continue tracking AGM voting support as a confidence barometer for governance practices.