Douglas Braunstein
About Douglas Braunstein
Douglas L. Braunstein, age 64, is a Class III director (since 2021) and serves as Chairman of the Board; he also served as Interim Chief Executive Officer from November 2021 to November 2022 . He is Founder and Managing Partner of Hudson Executive Capital and has served as Vice Chairman at Wells Fargo & Company since February 2024; previously he was CFO of JPMorgan Chase (2010–2012) and Vice Chairman (2013–2015), with prior leadership roles in Investment Banking and Global M&A . The Board currently separates the CEO and Chair roles, with Braunstein as Chair and Jon Cohen as CEO . The Board determined Braunstein is not independent because his spouse was employed by the Company as an executive officer in 2022 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Talkspace, Inc. | Interim Chief Executive Officer | Nov 2021 – Nov 2022 | Led transition period post-business combination |
| JPMorgan Chase & Co. | Chief Financial Officer | 2010 – 2012 | Led global financial operations; served on Operating Committee |
| JPMorgan Chase & Co. | Vice Chairman | 2013 – 2015 | Senior leadership; oversight across businesses |
| JPMorgan Chase & Co. | Head of Investment Banking (Americas); Head of Global M&A; Head of Global Industry Coverage | Approx. 20-year tenure | Investment Bank Management Committee member 10+ years |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hudson Executive Capital | Founder & Managing Partner | Ongoing | Activist/long-only investment leadership |
| Wells Fargo & Company | Vice Chairman | Since Feb 2024 | Senior advisory/executive leadership at a major bank |
Board Governance
- Board leadership: Chair/CEO roles are separated; Braunstein is Chairman; Cohen is CEO .
- Committee assignments: Braunstein is not a member of Audit, Compensation, or Nominating & Corporate Governance committees per committee matrix .
- Independence status: Not independent due to spouse’s employment as a Company executive officer in 2022 .
- Attendance: The Board met 7 times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting; directors are expected to attend the 2025 Annual Meeting .
| Board Committee Matrix (2024) | Audit | Compensation | Nominating & Corporate Governance |
|---|---|---|---|
| Douglas L. Braunstein | — | — | — |
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Director Retainer | $40,000 | Standard non-employee director annual retainer |
| Chairman Retainer | $30,000 | Additional retainer for serving as Chairman |
| Committee Chair Retainers | $20,000 (Audit); $10,000 (Compensation) | Not applicable to Braunstein in 2024 |
| 2024 Director Compensation (Braunstein) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $70,000 (elected to receive as RSUs) |
| Stock Awards (Annual Grant) | $160,189 |
| Total | $230,189 |
Performance Compensation
| Equity Award | Grant Date | Number of RSUs | Grant-Date Fair Value (USD) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Annual Director RSU | Annual meeting date each year | Value ≈ $160,000 | $160,189 (2024) | Vests fully at next annual meeting or first anniversary, subject to service | None (time-based) |
| Retainer RSU (cash election) | 03-01-2024 | 6,014 | $17,982 | Per award agreement; standard director schedules | None |
| Retainer RSU (cash election) | 06-01-2024 | 6,406 | $16,784 | Per award agreement | None |
| Retainer RSU (cash election) | 09-01-2024 | 9,440 | $18,80 (per proxy text) | Per award agreement | None |
| Retainer RSU (cash election) | 12-01-2024 | 5,123 | $17,521 | Per award agreement | None |
- Director equity structure: Initial grants for newly appointed directors may include stock options (up to $320,000) and RSUs (up to $80,000), vesting 25% annually over four years; change-in-control will accelerate vesting if the director does not join the acquirer’s board .
Other Directorships & Interlocks
| Entity | Relationship | Governance/Interlock Considerations |
|---|---|---|
| HEC Master Fund LP | Significant stockholder (14.14%); Braunstein manages HEC’s GP/Investment Manager; beneficial ownership disclaimed except pecuniary interest | Affiliation with a major shareholder; board independence assessment considered director affiliations |
| Talkspace CFO Ian Harris | Former Partner/Managing Director at Hudson Executive Capital prior to joining Talkspace in May 2024 | Management linkage to Braunstein’s investment firm; potential perception of influence |
| Wells Fargo & Company | Braunstein serves as Vice Chairman since Feb 2024 | External executive role at a public company; no direct transactional ties disclosed with Talkspace |
Expertise & Qualifications
- Deep finance and capital markets expertise; former CFO and Vice Chairman of JPMorgan; extensive M&A and investment banking leadership across Americas, Global M&A, and industry coverage .
- Founder/Managing Partner of Hudson Executive Capital; Vice Chairman at Wells Fargo; provides strategic and governance experience relevant to oversight and capital allocation .
Equity Ownership
| Beneficial Ownership (as of 04-21-2025) | Shares | % of Outstanding |
|---|---|---|
| Douglas L. Braunstein | 25,834,742 | 15.8% |
- Composition includes HEC Master Fund LP holdings, joint holdings with spouse, direct holdings, options/RSUs exercisable/vestable within 60 days, and warrants; Braunstein/Hudson Executive Capital disclaims beneficial ownership of HEC Master Fund LP securities except to the extent of pecuniary interest .
- Outstanding director awards at 2024 fiscal year end: 703,402 option awards and 50,685 unvested stock awards .
- Policies: Stock ownership guidelines apply to non-employee directors; anti-hedging policy prohibits hedging transactions (collars, swaps, exchange funds, etc.) . No pledging of shares disclosed in the proxy; no related-party loans disclosed .
Governance Assessment
-
Strengths:
- Chair/CEO separation supports oversight; Braunstein’s capital markets and CFO background adds financial rigor to board leadership .
- Significant “skin in the game” via 15.8% beneficial ownership aligns incentives with stockholders .
- Independent committees with qualified members; audit committee chaired by an independent director and includes an “audit committee financial expert” .
- Director compensation uses fixed cash retainers and time-based RSUs; presence of clawback policy (company-wide) and stock ownership guidelines .
-
Watch items / RED FLAGS:
- Non-independence of the Chair due to spouse’s past executive role; affiliation with a major shareholder (HEC) may raise conflict perceptions despite disclosure and disclaimers .
- Multiple late Section 16 filings reported for Braunstein in 2024 (three Form 4s) — a compliance process signal to monitor .
- Management linkage to Hudson Executive Capital (CFO Ian Harris formerly Partner/Managing Director at HEC) — interlock visibility and related-person transaction controls should continue to be emphasized .
-
Attendance/Engagement:
- Board met 7 times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting and are expected to attend the 2025 Annual Meeting .
-
Related-party governance:
- A formal Related Person Transaction Policy is in place with Audit Committee review/approval requirements and recusal provisions; registration rights agreements exist for certain holders post-business combination .
-
Director pay structure:
- Cash retainer ($40,000) plus Chairman retainer ($30,000) and annual RSU grant (~$160,000); Braunstein elected to take his cash retainer in RSUs in 2024, further increasing equity alignment .
Overall implication: Braunstein brings substantial financial leadership and ownership alignment, but his non-independence and affiliations with a significant shareholder warrant continued robust committee independence, rigorous related-party oversight, and monitoring of disclosure controls to maintain investor confidence .