Fernando Madeira

About Fernando Madeira

Fernando Madeira (55) is President of BetterHelp at Teladoc Health, appointed in November 2023. He holds a Bachelor of Computer Science from Pontifical Catholic University of Rio Grande do Sul, Brazil, and previously led major consumer internet and e‑commerce businesses (IPSY President; Walmart.com President/CEO; Walmart Latin America eCommerce President/CEO; Terra co‑founder/CEO) . During his tenure, Teladoc reported 2024 revenue of $2.6B and adjusted EBITDA of $311M (12.1% margin), with BetterHelp unique users of 1.3M; in 2025, BetterHelp segment revenue declined year over year, and Teladoc recorded a 2024 non‑cash goodwill impairment charge of $790M attributable to BetterHelp .

Past Roles

External Roles

Not disclosed in company filings for Madeira .

Fixed Compensation

Not individually disclosed for Madeira. Company framework for executives comprises annual base salary and target cash bonuses set via peer benchmarking (Aon) and internal leveling; 2024 base salary and bonus structures for named executive officers (NEOs) are detailed but do not include Madeira .

Performance Compensation

Company-wide executive incentives (RSUs and PSUs) emphasize pay for performance using near-term profitability/cash flow and forward revenue growth metrics. While Madeira’s specific awards are not disclosed, the 2024 PSU constructs and outcomes for NEOs illustrate rigor and alignment:

Design features:

• Annual bonus pools based on corporate revenue, adjusted EBITDA (ex‑bonus), and operational OKRs; segment leaders’ bonuses can blend corporate and segment metrics (e.g., 50/50 for certain commercial segments) .
• RSUs typically vest 1/3 at first anniversary and then in eight equal quarterly installments over the next two years .
• PSUs feature single‑year profit/cash metrics for near‑term alignment and forward revenue metrics for longer‑term growth; unearned PSUs in 2024 demonstrate rigor .

Equity Ownership & Alignment

• Stock ownership guidelines: CEO 5x base salary; all other executive officers 3x base salary; non‑employee directors 3x annual Board cash retainer .
• Hedging/pledging prohibited by Insider Trading Compliance Policy; clawback policy compliant with SEC/NYSE rules applies to current/former executive officers .
• Insider activity: Madeira adopted a Rule 10b5‑1 trading plan (amended 11/27/2024) to sell up to 36,540 shares through December 2025; subsequent sales align with plan and RSU vesting events .
• Reported proposed/actual sales around vesting dates (Form 144/Yahoo/MarketWatch):

Stock ownership amounts for Madeira and % of shares outstanding are not individually disclosed in the proxy’s beneficial ownership table (only NEOs/directors and the aggregate executive group are listed) .

Employment Terms

• Role start date and tenure: President, BetterHelp since November 2023 .
• Executive contracts: Severance/change‑in‑control terms are disclosed for the CEO, CFO, CLO, U.S. Group Health President, and International President; Madeira’s specific employment agreement terms are not disclosed .
• Company policies: No hedging or pledging; minimum vesting conditions in equity plans; no repricing of options/SARs without stockholder approval .

Performance & Track Record (BetterHelp context under Madeira’s leadership)

Additional context:

• 1H25 BetterHelp revenue decreased 10% to $480.3M; adjusted EBITDA decreased 52% to $19.6M .
• Teladoc acquired UpLift on April 30, 2025 to support coverage‑based access and potential topline benefits; Madeira commented on advancing access and growth via UpLift .

Compensation Committee & Governance Context

• Independent Compensation Committee with Aon as advisor; peer group recalibrated in 2024 and migrated toward health care for 2025 benchmarking; strong say‑on‑pay support (91.6% in 2022; 81.9% in 2023; 95.9% in 2024) .
• Stock ownership guidelines, clawback, no hedging/pledging, minimum vesting, and no option repricing without stockholder approval reflect alignment and governance discipline .

Risk Indicators & Red Flags

• Segment headwinds: BetterHelp revenue and margin declines in 2025 and the 2024 non‑cash goodwill impairment signal execution complexity and potential pressure on DTC mental health economics under Madeira’s purview .
• Insider selling: Pre‑planned 10b5‑1 sales around RSU vesting dates (relatively modest volumes) may create short‑term supply but are consistent with policy; no pledging/hedging permitted .
• No disclosed tax gross‑ups or related‑party transactions involving Madeira; Cedar Gate contract involves the Board Chair, not Madeira .

Investment Implications

• Pay‑for‑performance alignment at Teladoc is rigorous (multiple PSUs earned 0% for 2024), which likely constrains realized equity for executives when company/segment underperform—this supports shareholder alignment but can elevate retention risk if BetterHelp remains pressured .
• Madeira’s 10b5‑1 plan‑driven sales are modest and timed to vesting, reducing signal risk; more meaningful signals would be plan changes or large discretionary sales. Governance policies (no hedging/pledging; clawbacks; ownership guidelines) mitigate alignment concerns .
• Strategic response under Madeira includes expanding coverage‑based access via UpLift, potentially improving unit economics and demand mix for BetterHelp over time; monitor segment revenue/margin trends and paying user trajectory as leading indicators of value creation and execution quality .