Fiscal year 2023 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses TALK in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named TALK in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Jennifer Fulk | $400,000 | $476,800 | $378,420 | $86,879 | — | — | $31,005 | $1,373,104 |
| Chief Financial Officer | ||||||||
| Jon Cohen | 600,000 | 715,200 | — | — | — | — | 22,123 | 1,337,323 |
| Chief Executive Officer | ||||||||
| Gil Margolin | 400,000 | 476,800 | 139,725 | 32,079 | — | — | 30,704 | 1,079,308 |
| Chief Technology Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2023 total | FY2022 total | FY2021 total | Δ FY2022→2023 |
|---|---|---|---|---|
| Jennifer Fulk | $1,373,104 | $1,867,146 | — | −494,042 |
| Jon Cohen | 1,337,323 | 2,747,622 | — | −1,410,299 |
| Gil Margolin | 1,079,308 | 1,419,725 | — | −340,417 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Jon Cohen | RSU | 1,937,500 | — | $4,921,250 |
| Jennifer Fulk | RSU | 350,589 | — | 890,496 |
| Jennifer Fulk | RSU | 193,709 | — | 492,021 |
| Gil Margolin | RSU | 129,449 | — | 328,800 |
| Gil Margolin | RSU | 71,524 | — | 181,671 |
| Jon Cohen | RSU | 59,074 | — | 150,048 |
| Jennifer Fulk | Option | 69,412 | 1.61 | — |
| Gil Margolin | RSU | 54,141 | — | 137,518 |
| Jennifer Fulk | RSU | 53,879 | — | 136,853 |
| Jon Cohen | Option | 150,159 | 1 | — |
| Jon Cohen | Option | 775,000 | 0.86 | — |
| Jennifer Fulk | Option | 123,800 | 0.88 | — |
| Jennifer Fulk | Option | 215,513 | 5.81 | — |
| Gil Margolin | Option | 18,903 | 1.22 | — |
| Gil Margolin | Option | 25,630 | 1.61 | — |
| Gil Margolin | Option | 216,563 | 5.81 | — |
| Gil Margolin | Option | 45,712 | 0.88 | — |
The company's executive compensation program is designed to attract, motivate, and reward leaders who create an inclusive environment and execute on strategic plans to maximize stockholder value. It aims to align the long-term interests of NEOs with those of stockholders by emphasizing equity compensation and linking rewards to short-term and long-term performance.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Meridian |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | false |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2025 | 2025-06-18 | 73,239,190 | 6,761,066 | 44,544 | 91.55% | Passed |
| 2024 | 2024-06-13 | 58,337,354 | 588,824 | 56,744 | 99% | Passed |
| 2023 | 2023-10-10 | 79,884,521 | 2,405,762 | 770,496 | 96.18% | Passed |
| 2022 | 2022-09-15 | 52,261,485 | 3,574,117 | 1,073,932 | 93.6% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2025 | 2025-06-18 | 91.55%a |
| 2024 | 2024-06-13 | 99%b |
| 2023 | 2023-10-10 | 96.18%c |
a. Approved under the standard stated in the filing — “Abstentions and broker non-votes will have no effect on the outcome of this proposal.”.
b. Approved under the standard stated in the filing — “Abstentions and broker non-votes will have No effect on the outcome of this proposal.”.
c. Approved under the standard stated in the filing — “Votes withheld have no effect on the election of directors and abstentions will have no effect on the ratification of the appointment of Kost Forer Gabbay and Kasierer, a member of Ernst and Young Global, or the advisory Say on Pay votes, but have the same effect as a vote "Against" the Board Declassification proposal.”.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Curtis WarfieldIndependent · Audit (Chair) · Compensation | $60,000 | $177,866 | $0 | — | — | $237,866 |
| Liat Ben-ZurIndependent · Nominating and Corporate Governance · Audit · Newly elected | 3,333 | 138,958 | 86,028 | — | — | 228,319 |
| Swati AbbottIndependent · Compensation · Audit · Newly elected | 3,333 | 138,958 | 86,028 | — | — | 228,319 |
| Erez ShacharIndependent · Compensation (Chair) · Nominating and Corporate Governance | 50,000 | 177,866 | 0 | — | — | 227,866 |
| Douglas L. BraunsteinNot independent | 45,000 | 177,866 | 0 | — | — | 222,866 |
| Michael HansenIndependent · Audit · Compensation | 40,000 | 177,866 | 0 | — | — | 217,866 |
| Madhu PawarIndependent · Audit · Nominating and Corporate Governance | 40,000 | 177,866 | 0 | — | — | 217,866 |
| Jacqueline YeaneyIndependent · Audit · Nominating and Corporate Governance (Chair) | 40,000 | 177,866 | 0 | — | — | 217,866 |
| Jon R. CohenEmployee director | — | — | — | — | — | 0 |
| Annual cash retainer | $40,000 |
|---|---|
| Annual equity retainer | $160,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 20,000 / 10,000 |
| Stock ownership guideline | — |
| Component | FY2023 |
|---|---|
| Cash retainers and fees | $281,666 |
| Equity awards (grant-date value) | $1,345,112 |
| All other compensation | $0 |
| Total cost of the board | $1,626,778 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Talkspace | 2023 | Jon Cohen | $600,000 | — | — | — | $1,337,323 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Jennifer Fulk | DEF 14A | 2024-04-29 | 0001140361-24-022973 | Section “Executive Compensation”. As printed: 1,373,104. Filing ↗ |
| 2 | Section 01, Jon Cohen | DEF 14A | 2024-04-29 | 0001140361-24-022973 | Section “Executive Compensation”. As printed: 1,337,323. Filing ↗ |
| 3 | Section 01, Gil Margolin | DEF 14A | 2024-04-29 | 0001140361-24-022973 | Section “Executive Compensation”. As printed: 1,079,308. Filing ↗ |
| 4 | Section 08, Curtis Warfield | DEF 14A | 2024-04-29 | 0001140361-24-022973 | Section “Director Compensation”. As printed: 237,866. Filing ↗machine: span 708560–708737 |
| 5 | Section 08, Liat Ben-Zur | DEF 14A | 2024-04-29 | 0001140361-24-022973 | Section “Director Compensation”. As printed: 228,319. Filing ↗machine: span 719917–720094 |
| 6 | Section 08, Swati Abbott | DEF 14A | 2024-04-29 | 0001140361-24-022973 | Section “Director Compensation”. As printed: 228,319. Filing ↗machine: span 722575–722751 |
| 7 | Section 08, Erez Shachar | DEF 14A | 2024-04-29 | 0001140361-24-022973 | Section “Director Compensation”. As printed: 227,866. Filing ↗machine: span 705542–705719 |
| 8 | Section 08, Douglas L. Braunstein | DEF 14A | 2024-04-29 | 0001140361-24-022973 | Section “Director Compensation”. As printed: 222,866. Filing ↗machine: span 702878–703055 |
| 9 | Section 08, Michael Hansen | DEF 14A | 2024-04-29 | 0001140361-24-022973 | Section “Director Compensation”. As printed: 217,866. Filing ↗machine: span 716908–717085 |
| 10 | Section 08, Madhu Pawar | DEF 14A | 2024-04-29 | 0001140361-24-022973 | Section “Director Compensation”. As printed: 217,866. Filing ↗machine: span 714242–714419 |
| 11 | Section 08, Jacqueline Yeaney | DEF 14A | 2024-04-29 | 0001140361-24-022973 | Section “Director Compensation”. As printed: 217,866. Filing ↗machine: span 711228–711405 |
| 12 | Section 08, Jon R. Cohen | DEF 14A | 2024-04-29 | 0001140361-24-022973 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 13 | Section 06, 2025 vote | Form 8-K | 2025-06-23 | 0000950170-25-089081 | Item 5.07 · say-on-pay result. As reported: 91.55% (votes for as printed: 73,239,190). Filing ↗ |
| 14 | Section 06, 2024 vote | Form 8-K | 2024-06-20 | 0001140361-24-030757 | Item 5.07 · say-on-pay result. As reported: 99% (votes for as printed: 58,337,354). Filing ↗ |
| 15 | Section 06, 2023 vote | Form 8-K | 2023-10-13 | 0001140361-23-048198 | Item 5.07 · say-on-pay result. As reported: 96.18% (votes for as printed: 79,884,521). Filing ↗ |
| 16 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 17 | Section 09b board cost (computed) | Computed | — | computed | Cash 281,666 + equity 1,345,112 + all other 0 = 1,626,778, summed across the director compensation table rows.machine: formula: Σ = 1,626,778 |
| 18 | Talkspace (subject), Section 10b CEO total | DEF 14A | 2024-04-29 | 0001140361-24-022973 | CEO total compensation as printed in Talkspace's own proxy. As printed: 1,337,323. Filing ↗ |