Madhu Pawar
About Madhu Pawar
Madhu Pawar, age 45, is a Class I director of Talkspace (TALK) who has served on the board since the consummation of the Business Combination; she is currently SVP of Consumer Innovation at Optum (UnitedHealthcare) since January 2024 and an Adjunct Professor of Analytics in Healthcare at Carnegie Mellon University . Her education includes a Master’s degree in Information Systems Management from Carnegie Mellon University and a Bachelor’s degree in Computer Science from Nanyang Technological University, Singapore; her background spans executive roles in high‑growth technology companies and healthcare consulting with expertise in machine learning and user experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UnitedHealthcare (Optum) | SVP, Consumer Innovation | Jan 2024–present | Product/analytics leadership; machine learning focus |
| Carnegie Mellon University | Adjunct Professor (Analytics in Healthcare) | 2020–present | Academic expertise; analytics curriculum |
| Google LLC | Managing Director; led SMB AdWords sales analytics & solutions | ~5 years (prior to 2024) | Drove ML/user-experience initiatives for SMB AdWords |
| McKinsey & Company | Partner, Healthcare Systems & Services | 12 years | Strategy in healthcare; management consulting leadership |
| Hewlett Packard (R&D Labs, Singapore) | Software Development (Mobile Technologies) | Early career | Engineering foundations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mensa Singapore | Board of Directors (prior) | Not disclosed | Non‑profit governance |
| GirlVentures | Board of Directors (prior) | Not disclosed | Youth development non‑profit |
| Carnegie Mellon University | Adjunct Professor | 2020–present | Teaching analytics in healthcare |
Board Governance
- Class I director; nominated for election at the June 18, 2025 meeting with term to expire at the 2028 annual meeting .
- Independence: The Board determined Ms. Pawar is not independent under Nasdaq rules due to her position at UnitedHealthcare .
- Committees: Not currently listed as a member or chair of Audit, Compensation, or Nominating & Corporate Governance in the 2025 matrix .
- Audit Committee change: She stepped down from the Audit Committee in early 2024 upon commencement of her UnitedHealthcare role, reflecting conflict‑mitigation .
- Attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings; Board met 7 times .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Elected to receive retainer value in RSUs |
| Committee chair fees | $0 | Not a committee chair in 2024/2025 matrix |
| Meeting fees | Not disclosed | Director program specifies retainers and equity grants |
| Annual director RSU grant | $160,189 (grant-date fair value) | Vests on next AGM or first anniversary, subject to service |
| Total 2024 director comp | $200,189 | Fees in RSUs + annual RSU grant |
Quarterly retainer RSU elections (grant-date shares and values):
- Mar 1, 2024: 3,437 RSUs; $10,277
- Jun 1, 2024: 3,661 RSUs; $9,592
- Sep 1, 2024: 5,394 RSUs; $10,788
- Dec 1, 2024: 2,928 RSUs; $10,014
Performance Compensation (Director)
| Performance Metric | Tied to Director Compensation? | Evidence |
|---|---|---|
| TSR | No | Director program provides time‑based RSUs; no performance metrics disclosed |
| Revenue/EBITDA growth | No | No performance‑conditioned director awards disclosed |
| ESG goals | No | Not disclosed for director compensation |
Director equity is time‑based RSUs (and initial option/RSU grants for new directors), vesting on time/service conditions not on performance metrics .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Ms. Pawar |
| Private/non‑profit boards | Mensa Singapore; GirlVentures (prior) |
| Potential interlocks/conflicts | Employed by UnitedHealthcare/Optum; Board classified her as not independent; stepped down from Audit Committee to mitigate conflict risk |
Expertise & Qualifications
- Technical: Machine learning and user experience leadership from Google; analytics and healthcare strategy from McKinsey; software engineering at HP Labs .
- Industry: Deep healthcare sector exposure (UnitedHealthcare/Optum; McKinsey healthcare practice) and tech/product transformation experience .
- Education: MS in Information Systems Management (Carnegie Mellon); BS in Computer Science (Nanyang Technological University) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 324,483; less than 1% of outstanding | |
| Composition footnote | 276,932 shares + 47,551 acquirable within 60 days (options/RSUs) | |
| Options outstanding (12/31/2024) | 63,402 | |
| Unvested RSUs outstanding (12/31/2024) | 50,685 | |
| Hedging/Pledging | Company prohibits hedging under Insider Trading Compliance Policy; no pledging disclosed for Ms. Pawar |
Insider Trades and Compliance
| Year | Late Section 16 Filings | Detail |
|---|---|---|
| 2024 | 3 Form 4s filed late | Two Form 4s reported one transaction late each; one Form 4 reported two transactions late |
Governance Assessment
- Independence and conflicts: Board expressly determined Ms. Pawar is not independent due to her UnitedHealthcare role—a governance risk given payer relationships; mitigations include her early‑2024 resignation from the Audit Committee and Board tracking of related‑party risks via policies and committee oversight .
- Committee effectiveness: Currently not seated on key committees (Audit/Comp/Nominating), reducing direct committee influence while limiting conflict exposure; prior Audit membership ended with Optum appointment .
- Attendance and engagement: Met minimum attendance thresholds in 2024 (≥75%); directors expected to attend AGMs; signals baseline engagement .
- Alignment and incentives: Elected to take cash retainer in RSUs and holds meaningful equity/awards (options and RSUs), supporting alignment; annual director RSU grant vests time‑based, not performance‑based .
- Policies and controls: Anti‑hedging policy and stock ownership guidelines in place for directors; clawback applies to incentive‑based compensation (primarily executives), enhancing governance posture .
- Red flags:
- Non‑independence tied to UnitedHealthcare role (conflict potential) .
- Late Section 16 filings in 2024 (process/control minor weakness) .
- Concentration of significant stockholders/affiliations on board requires ongoing oversight of related‑party dynamics (general context) .
Overall, Ms. Pawar brings relevant healthcare analytics/ML expertise and investor‑alignment via equity elections, but her non‑independent status due to UnitedHealthcare employment requires continued conflict monitoring and appropriate committee role allocation, which the Board has partially addressed by removing her from Audit .