Gil Margolin
About Gil Margolin
Gil Margolin is Talkspace’s Chief Technology Officer, serving since April 2014. He is 48 and holds a B.S. in Computer Science from Tel Aviv University . Under his tenure, Talkspace prioritized payor and enterprise channels and reached GAAP profitability in 2024, with net income of $1.148 million, total revenue of $187.6 million (up 25% YoY), and adjusted EBITDA of $7.0 million . Cumulative TSR improved alongside leadership stabilization; the company reported FY2024 GAAP profitability for the first time in its history .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Deutsche Telekom AG | Director, Product Management | Oct 2012–Apr 2014 | Built OTT, cloud-based business unit; led product planning and deployment |
| SupportSpace | Director, Product Management | Oct 2011–Nov 2012 | Led remote technical services products; cloud-based delivery model |
| Amdocs | Director, Product Management | Oct 2009–Nov 2011 | Product strategy for communications software |
| Amdocs | Architecture Manager | 2007–2009 | Architecture leadership for product initiatives |
| Amdocs | Engineering Manager | 2004–2007 | Engineering team leadership for product development |
External Roles
- No external board or public company directorships disclosed for Margolin in the proxy or 10-K .
Fixed Compensation
| Metric (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary | $400,000 | $400,000 |
| Target Bonus % | 100% of salary | 100% of salary |
| Actual Bonus Paid | $476,800 (paid Feb 2024) | $329,600 (paid Feb 2025) |
| All Other Compensation | $30,704 | $31,100 |
| Total Compensation | $1,079,308 | $1,007,781 |
Performance Compensation
Annual Cash Incentive (FY 2024)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Discretionary (Company + Individual) | Not disclosed | 100% of base salary | 82% of target | $329,600 | Cash; paid Feb 2025 |
The board/CEO determined payouts based on “various indicators of Company and individual performance”; no formal KPI weights were disclosed .
FY 2024 Equity Grants (Approved by Compensation Committee)
| Instrument | Grant Date | Quantity | Vesting Schedule | Notes |
|---|---|---|---|---|
| Stock Options | 3/1/2024 | 27,399 | 16 equal quarterly installments starting Mar 1, 2024 | LT retention and alignment |
| RSUs | 3/1/2024 | 65,980 | 16 equal quarterly installments starting Mar 1, 2024 | LT retention and alignment |
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Gil Margolin | 520,366 (options/RSUs exercisable/vestable within 60 days) | <1% of 167,368,089 shares |
- Stock ownership guidelines apply to executive officers (five-year compliance window); anti-hedging policy prohibits hedging instruments .
- No pledging policy disclosure; no pledged shares reported for Margolin in the beneficial ownership table .
Outstanding Equity Awards at FY-End (12/31/2024)
| Grant Date | Instrument | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration | Unvested RSUs (#) | RSU Market Value ($) |
|---|---|---|---|---|---|---|---|
| 7/15/2021 | Options | 402,187 | 92,813 | 5.81 | 7/14/2031 | — | — |
| 10/18/2021 | RSUs | — | — | — | — | 23,204 | $71,700 |
| 3/1/2022 | Options | 2,849 | 14,239 | 1.61 | 2/28/2032 | — | — |
| 3/1/2022 | RSUs | — | — | — | — | 39,736 | $122,784 |
| 3/1/2023 | Options | — | 31,647 | 0.88 | 2/28/2033 | — | — |
| 3/1/2023 | RSUs | — | — | — | — | 89,619 | $276,923 |
| 3/1/2024 | Options | 5,136 | 22,263 | 2.99 | 3/1/2034 | — | — |
| 3/1/2024 | RSUs | — | — | — | — | 53,609 | $165,652 |
Vesting notes:
- 2014 Plan options (pre-Business Combination) typically vest over 48 monthly installments; post-2021 Plan grants vest over 16 quarterly installments. Some grants feature a one-year cliff then equal installments .
Insider Transactions & Selling Pressure
- Form 4 (Jun 10, 2025; filed Jun 12, 2025): Shares withheld to cover taxes upon RSU vesting (Transaction code F) .
- Form 4 (Sep 10–12, 2025): Withholding for RSU vesting; updated ownership positions .
- Form 144 notices of proposed sales: Filed Dec 12, 2024 and Mar 13, 2025 .
Section 16 late filings: One Form 4 for Gil Margolin reported four transactions late in 2024 (company-wide disclosure) .
Employment Terms
| Term | Detail |
|---|---|
| Employment Status | At-will; executive offer letters govern salary, target bonus, and equity eligibility |
| Non-compete/Non-solicit | During employment and for 12 months post-termination; confidentiality and inventions assignment customary |
| Severance Plan Tier | Tier 1 participant |
| Severance (No CIC) | 12 months salary continuation + up to 12 months COBRA reimbursement |
| CIC Double Trigger | If terminated without cause or resigns for good reason 3 months before to 12 months after CIC: 24 months salary continuation + 200% of target bonus + pro-rata target bonus + up to 18 months COBRA + full equity acceleration |
| Estimated Payouts (12/31/2024) | No CIC termination: Cash $400,000; Healthcare $47,002; Total $447,002 . CIC termination: Cash $1,600,000; Equity acceleration $730,299; Healthcare $70,503; Total $2,400,802 |
| Equity Acceleration Mechanics | 2021 Plan awards accelerate if not assumed/replaced; assumed awards do not accelerate solely on CIC |
| Clawback Policy | Compliant with NASDAQ rules; recovers incentive-based comp after financial restatements; discretionary recovery for misconduct |
| Tax Gross-ups | Company does not provide compensation-related tax gross-ups |
Company Performance Context (during Margolin’s tenure)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues (USD) | $119,567,000 | $150,045,000 | $187,593,000 |
| Net Income (USD) | $(79,672,000)* | $(19,182,000) | $1,148,000 |
| EBITDA (USD) | $(75,667,000)* | $(22,013,000)* | $(2,438,000)* |
Values with asterisks retrieved from S&P Global.
Additional operating metrics and achievements:
- Eligible lives expanded to 179.4 million at year-end 2024; payor sessions grew to 1,229,200 (from 850,600 in 2023), while Consumer active members declined as marketing pivoted to payor .
- Adjusted EBITDA improved to $6.962 million in FY 2024 from $(13.529) million in FY 2023 .
- TSR (Value of initial $100 investment): 2022: $31; 2023: $416; 2024: $122 .
Compensation Structure Observations
- Year-over-year mix shows significant equity components (RSUs and options) alongside high at-risk cash pay (100% target bonus), with discretionary outcome tied to qualitative performance indicators; FY 2024 payout at 82% signals moderation versus FY 2023 .
- Options have varied strike prices ($0.88–$5.81) and long expirations (2031–2034), supporting long-term alignment; RSUs vest quarterly over extended horizons, reinforcing retention .
- Governance safeguards: clawback, anti-hedging policy, stock ownership guidelines for executives .
Risk Indicators & Red Flags
- Late Section 16 filings (company-wide disclosure includes Margolin) raise procedural/controls scrutiny but are disclosed and remediated .
- Form 144 filings indicate potential open-market sales planning; periodic RSU vesting with tax-withholding (F transactions) contributes to mechanical supply .
- Executive Severance Plan features robust CIC protection (double-trigger) and full acceleration (if awards not assumed), which could be viewed as generous but market-typical; 280G best-pay provision reduces excise tax exposure .
Investment Implications
- Alignment: Quarterly vesting RSUs/options and ownership guidelines create steady retention incentives; low personal beneficial ownership (<1%) suggests alignment primarily via unvested awards and future vesting rather than outright holdings .
- Retention Risk: Tier 1 severance and CIC economics materially reduce departure risk and encourage continuity through strategic events; non-compete/non-solicit for 12 months adds protection for IP/teams .
- Trading Signals: Recurring RSU vesting with tax withholding and Form 144 notices imply periodic selling pressure around vest dates; monitor filing cadence and scheduled 10b5-1 plans if disclosed .
- Execution Track Record: FY2024 profitability and payor expansion show operational execution under current leadership; compensation payouts moderated to 82% of target, consistent with balanced pay-for-performance in a transition to profitability .