Erez Shachar
About Erez Shachar
Erez Shachar (age 61) has served as a director of Talkspace since August 2017. He is co‑founder and Managing Partner of Qumra Capital (since 2014) and Managing Partner of Evergreen Venture Partners (since 2004). He holds a B.Sc. from Tel Aviv University and an MBA from INSEAD; his board credentials emphasize technology growth investing and service as a director at several private companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Qumra Capital Management Ltd. | Co‑founder & Managing Partner | 2014–present | Growth-stage tech investor; board experience across portfolio |
| Evergreen Venture Partners Ltd. | Managing Partner | 2004–present | Tech investment leadership; public and private board service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various private companies (unnamed) | Director | Ongoing | Serves on boards of several private companies |
| Qumra Capital II, L.P. | Managing partner influence | Ongoing | Qumra II holds 8,573,437 shares (5.1%) of TALK; Shachar shares voting/dispositive power via GP structure |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Corporate Governance; not a member of Audit .
- Independence: Board determined Shachar is independent under Nasdaq rules; Board considered certain directors’ affiliations with significant stockholders in its review .
- Attendance: Board met 7 times in FY2024; each director attended at least 75% of Board and relevant committee meetings; directors serving at the time attended the 2024 annual meeting; all plan to attend the 2025 annual meeting virtually .
- Committee activity levels: Audit Committee met 7 times; Compensation Committee met 3 times; Nominating & Corporate Governance Committee met 3 times .
- Board leadership: Roles separated; Chairman Douglas Braunstein (non‑independent), CEO Jon Cohen; Board cites enhanced independent oversight with split roles .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Director Cash Retainer | $40,000 | Standard non‑employee director retainer |
| Compensation Committee Chair Retainer | $10,000 | Chair fee for Compensation Committee |
| Total Fees Earned (2024) | $50,000 | Shachar elected to receive fees in RSUs rather than cash |
Performance Compensation
| Equity Grant | Grant Value | Vesting | Notes |
|---|---|---|---|
| Annual Director RSU grant (2024) | $160,189 | Vests in full at earlier of first anniversary or next annual meeting | Standard annual equity for eligible directors |
| Quarterly RSUs in lieu of cash fees | Mar 1: 4,296 ($12,845); Jun 1: 4,576 ($11,989); Sep 1: 6,743 ($13,486); Dec 1: 3,660 ($12,517) | Typical time-based vesting per program | Elected to receive cash retainer in RSUs |
No director performance metrics (e.g., revenue/EBITDA/TSR goals) are tied to director equity grants; awards are time‑based under the non‑employee director program .
Other Directorships & Interlocks
| Entity | Type | Ownership/Role | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| Qumra Capital II, L.P. | 5%+ shareholder | 8,573,437 shares (5.1%) | Shachar is a managing partner at Qumra; affiliation with a significant stockholder considered in independence review |
| Erez Shachar beneficial ownership | Director beneficial owner | 8,620,988 shares (approx. 5.2%) including securities exercisable/vestable within 60 days | Disclaims beneficial ownership of Qumra II shares except to extent of pecuniary interest |
Expertise & Qualifications
- Growth-stage technology investor and venture capital leadership spanning Qumra and Evergreen; extensive public/private board experience .
- Education: B.Sc., Tel Aviv University; MBA, INSEAD .
Equity Ownership
| Metric | Amount | Detail |
|---|---|---|
| Beneficial ownership (shares) | 8,620,988 | Includes Qumra II holdings and 47,551 options/RSUs exercisable/vestable within 60 days; ~5.2% of outstanding |
| Options outstanding (director) | 63,402 | At FY2024 year-end |
| Unvested stock awards (director) | 50,685 | At FY2024 year-end |
| Ownership guidelines | In effect | Directors subject to stock ownership guidelines with 5-year compliance period |
| Hedging/Pledging | Hedging prohibited | Insider Trading/Anti‑Hedging policies prohibit hedging transactions; pledging not specified in proxy |
Governance Assessment
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Strengths:
- Independent director chairing Compensation Committee; committee uses independent consultant (Meridian) with no conflicts, reinforcing pay governance quality .
- Strong governance framework: clawback policy aligned with Nasdaq listing rules; stock ownership guidelines for directors; anti‑hedging policy .
- Director engagement: at least 75% attendance; active committee cadence (Compensation met 3x in FY2024) .
- Alignment: elected to take cash fees in RSUs; annual RSU grant provides equity exposure .
-
Watch items / RED FLAGS:
- Significant stockholder affiliation: managing partner role at Qumra, a 5%+ holder, can introduce perceived influence risks—Board disclosed it considers such affiliations in independence determinations .
- Section 16 timeliness: three late Form 4 filings attributed to Shachar in 2024, indicating procedural slippage in insider reporting controls (minor but notable) .
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Compensation structure:
- Director pay is primarily cash retainer plus time‑based RSUs; no performance‑conditioned equity for directors, limiting explicit pay‑for‑performance linkage at the board level .
-
Committee effectiveness:
- Compensation Committee chaired by Shachar, independent composition; oversight includes human capital risk, succession planning, and consultant engagement—positive for board effectiveness .
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Related‑party controls:
- Robust related person transaction policy overseen by the Audit Committee; any transactions require review/approval and director recusal, mitigating conflict risk pathways .