Swati Abbott

About Swati Abbott

Independent director (Class III) at Talkspace since December 2023; age 62. Former CEO of Blue Health Intelligence (2011–April 2022) and prior President of MEDai; currently an independent consultant. Public board experience includes The Ensign Group (since January 2020) and prior Magellan Health (2018–January 2022). Education: B.S. in Physics, Delhi University. Core credentials: healthcare data/analytics leadership, payer/provider domain expertise, and experience leading organizations through analytical transformations . Additional background highlights: led MEDai to 300% revenue growth over four years; recognized by Frost & Sullivan as a healthcare “Mover and Shaker” (2010) and as a 2022 “Racial and Ethnic Director to Watch” by Directors & Boards .

Past Roles

External Roles

Board Governance

• Board classification: Class III director; current Class III cohort includes Douglas Braunstein and Liat Ben‑Zur .
• Committee assignments: Audit Committee member; Compensation Committee member; not a chair .
• Independence: Board determined Ms. Abbott is independent under Nasdaq rules (as of Dec 2024) .
• Financial literacy: Board determined Audit Committee members (including Abbott) can read and understand fundamental financial statements .
• Attendance: In FY2024, each director attended at least 75% of Board and committee meetings while serving .
• Audit Committee cadence and scope: 7 meetings in FY2024; oversees risk, cybersecurity updates, related person transactions, and financial reporting .

Fixed Compensation

• Director cash retainers: $40,000 annual retainer; Audit Chair +$20,000; Compensation Chair +$10,000; Board Chairman +$30,000. Directors can elect to receive cash retainers in RSUs (Abbott elected RSUs in 2024) .
• Annual director equity grant policy: ~ $160,000 RSU grant at annual meeting; vests fully by next annual meeting or 1-year anniversary, whichever comes first .

2024 RSU installments in lieu of cash (grant-date fair value/share counts):

• Mar 1: 3,437 RSUs ($10,277)
• Jun 1: 3,661 RSUs ($9,592)
• Sep 1: 5,394 RSUs ($10,788)
• Dec 1: 2,928 RSUs ($10,014)

Performance Compensation

• No performance-conditioned director pay disclosed; equity awards are time-vested RSUs under the non-employee director program .
• Initial director grant construct (upon first appointment): up to ~$320,000 in options and ~$80,000 in RSUs, vesting 25% annually over four years (program terms; actual 2023 values shown above) .

Other Directorships & Interlocks

• Current public boards: The Ensign Group (ENSG) .
• Prior public boards: Magellan Health (MGLN) until acquisition by Centene (Jan 2022) .
• Interlocks: Company discloses no Compensation Committee interlocks or insider participation for FY2024; members were independent (Abbott now a current member, but FY2024 committee consisted of Hansen, Shachar, Warfield) .

Expertise & Qualifications

• Healthcare analytics/data leadership; payer and provider market experience .
• Predictive analytics commercialization track record; MEDai revenue growth impact .
• Financial literacy for audit oversight (as determined by Board for Audit Committee) .

Equity Ownership

• Beneficial ownership: 45,219 shares; <1% of outstanding shares (as of April 21, 2025) .
• Composition detail (within 60 days): 30,723 shares held + 14,496 issuable via options/RSUs .
• Year-end outstanding awards (12/31/2024): 57,985 options outstanding; 92,751 unvested stock awards (director totals) .
• Policies: Company maintains anti-hedging policy prohibiting hedging transactions by directors; stock ownership guidelines require directors to attain guideline levels within five years of becoming subject to guidelines; continued holding thereafter .

Board Governance Signals (Voting & Engagement)

• 2024 annual meeting (Class III re-election): Abbott received 58,687,048 “For” and 295,874 “Withheld” votes; broker non-votes 54,508,095—indicative of strong support among votes cast .
• Say-on-Pay 2024: 58,337,354 For; 588,824 Against; 56,744 Abstain; broker non-votes 54,508,095—supportive governance backdrop .

Related-Party Exposure and Policies

• Related person transactions are reviewed/approved by the Audit Committee under a formal policy; no director may approve a transaction in which they are a related person .
• Filings do not disclose any related party transactions involving Ms. Abbott .

Risk Indicators & Red Flags

• Section 16 compliance: Company disclosed late Section 16 filings in 2024 and 2023 across several insiders; Ms. Abbott had three late Form 4s in 2024 and one late Form 4 in 2023. While administrative, repeat late filings are a monitoring item. RED FLAG: repeated late Section 16 filings .
• Independence: Affirmed independent under Nasdaq rules (as of Dec 2024); no disclosed conflicts from other roles (e.g., Ensign Group) in TALK filings .
• Hedging/Pledging: Hedging prohibited; no pledging disclosure noted for Ms. Abbott .
• Alignment: Elected to receive cash retainer in RSUs; annual equity grant program reinforces ownership, though absolute ownership remains <1% .

Compensation Committee Oversight (Context)

• Committee retains Meridian as independent compensation consultant; no conflicts disclosed; scope covers executive and director compensation and incentive plan oversight .

Governance Assessment

• Strengths: Independent director with deep healthcare analytics and payer/provider expertise; active on Audit and Compensation Committees; strong shareholder support on election; elected to take director cash fees in equity; anti-hedging policy and stock ownership guidelines in place .
• Watch items: Repeated late Section 16 filings (administrative control signal); low absolute beneficial ownership (<1%)—mitigated by ongoing RSU grants and fee‑for‑equity elections .
• Conflicts: None disclosed specific to Ms. Abbott; related‑party transaction oversight resides with Audit Committee on which she serves .