Curtis Warfield
About Curtis Warfield
Curtis Warfield (age 57) has served as a director of Talkspace since the consummation of the Business Combination and is currently Chair of the Audit Committee and a member of the Compensation Committee. He is Founder, President and CEO of Windham Advisors LLC (since August 2016) and Managing Partner of Aligned Health Venture (since October 2022), with prior senior leadership experience at Anthem, Inc. (2017–2019) and as CEO of NPAS (2007–2015); he holds a B.S. from the University of Louisville and is a Certified Public Accountant .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Windham Advisors LLC | Founder, President & CEO | Aug 2016–Present | Private equity and strategic advisory across healthcare, real estate, logistics; operating expertise |
| Anthem, Inc. | Senior leadership team | Aug 2017–Nov 2019 | Large-scale health insurer leadership experience |
| NPAS (healthcare services) | Chief Executive Officer | 2007–2015 | Operational leadership in healthcare services |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Texas Roadhouse, Inc. | Director | Aug 2018–Present | Public company board experience |
| OneOncology | Director; Audit Committee Chair | 2021–2023 | Led audit oversight until sale to AmerisourceBergen |
| Aligned Health Venture | Managing Partner | Oct 2022–Present | Investment leadership in healthcare |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member .
- Independence: Board determined Warfield was independent under Nasdaq rules and is an “audit committee financial expert” per SEC rules .
- Attendance and engagement: Board met 7 times in FY2024; each director attended at least 75% of board and applicable committee meetings; Audit Committee met 7 times; Compensation Committee met 3 times; Nominating & Corporate Governance met 3 times .
- Audit Committee oversight: financial reporting, auditor independence, SOX compliance, cybersecurity risk oversight, and review of related-person transactions; Warfield authored the Audit Committee Report recommending inclusion of audited FY2024 financials in the Form 10-K .
- Related-party governance: Written policy requires Audit Committee review/approval; chair may preliminarily approve subject to full committee ratification; conflicted directors excluded from approval .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 60,000 | Reflects director retainer plus Audit Chair fee |
| Stock Awards (RSUs grant-date fair value) | 160,189 | Annual RSU grant; ASC 718 fair value |
| Option Awards | — | No option awards in 2024 |
| Total | 220,189 | Sum of cash and equity |
Director Compensation Program (structure):
- Annual retainer: $40,000; Audit Chair: +$20,000; Compensation Chair: +$10,000; Chairman: +$30,000; some directors elected to receive cash fees in RSUs, but Warfield’s reported cash fees were paid in cash .
Performance Compensation
| Performance Metric | Tied to Director Pay? | Details |
|---|---|---|
| Financial/ESG metrics (e.g., revenue, EBITDA, TSR) | No | Non-employee director equity is time-based RSUs; vests fully on earlier of first anniversary of grant or next annual meeting; no performance conditions disclosed . |
Vesting schedule: Annual RSU grants to eligible directors vest in full on the earlier of first anniversary or next annual meeting, subject to continued service; initial director grants (stock options and RSUs) vest 25% per year over 4 years; vesting accelerates upon change in control if the director will not serve on the post-transaction board .
Other Directorships & Interlocks
| Board/Committee | Interlock/Independence Notes |
|---|---|
| Compensation Committee (Talkspace) | Members are independent; used Meridian as independent consultant and found no conflicts of interest; Meridian provided no other services in 2024 . |
| Compensation Committee Interlocks | None reported; no cross-director/executive interlocks involving Warfield in 2024 . |
Expertise & Qualifications
- Audit and finance: CPA; designated audit committee financial expert; experienced in financial reporting oversight .
- Healthcare and operations: Executive roles at Anthem and NPAS; healthcare industry domain expertise; investment leadership through Windham Advisors and Aligned Health Venture .
- Public company governance: Director at Texas Roadhouse; prior audit committee chair at OneOncology .
- Education: B.S., University of Louisville, Kentucky .
Equity Ownership
| Category | Shares / Value | Notes |
|---|---|---|
| Beneficial ownership (total) | 200,026 shares; <1% of outstanding | As of April 21, 2025; total shares outstanding 167,368,089 . |
| Direct common shares | 152,475 | Held directly . |
| Shares issuable within 60 days (options/RSUs) | 47,551 | Options or RSUs vesting/exercisable within 60 days . |
| Option awards outstanding (FY2024 year-end) | 63,402 | As of Dec 31, 2024 . |
| Unvested stock awards outstanding (FY2024 year-end) | 50,685 | As of Dec 31, 2024 . |
Policies affecting ownership alignment:
- Stock ownership guidelines adopted June 22, 2021 for executives and non-employee directors (multiple-based guidelines; meet within five years of appointment); anti-hedging policy prohibits hedging transactions .
Governance Assessment
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Positive signals:
- Independent director; Audit Chair; SEC-designated audit committee financial expert, strengthening board oversight of financial reporting, SOX, cybersecurity, and related-party review .
- Active committee engagement: 7 Audit meetings and 3 Compensation meetings in FY2024; board met 7 times; director attendance ≥75% .
- Balanced director pay mix: modest cash ($60k) plus equity ($160k) with standard time-based vesting; no tax gross-ups; clawback policy and strong insider trading/anti-hedging controls .
- Ownership alignment: personal holdings and outstanding equity; formal ownership guidelines in place .
-
Potential conflicts or red flags:
- Affiliations: current investment leadership (Aligned Health Venture) could present indirect healthcare ecosystem overlaps; no related-party transactions disclosed involving Warfield; Audit Committee (chaired by Warfield) reviews any related-person transactions per policy .
- Section 16 timeliness: one Form 4 for Warfield was filed late in 2024 among several directors/officers; isolated timeliness issue noted by the company .
- Pledging/hedging: hedging prohibited; no pledging disclosures specific to Warfield; no loans or related-party payments disclosed involving Warfield .
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Implications for investors:
- Audit leadership and financial expertise support confidence in reporting integrity and cybersecurity/risk oversight, while equity-linked compensation and ownership guidelines align incentives. The minor late Section 16 filing is a small compliance blemish but not indicative of systemic governance failure given overall committee activity and policies .