John Reilly
About John Reilly
John C. Reilly serves as Chief Legal Officer, EVP Government Relations, and Corporate Secretary at Talkspace. He joined Talkspace in March 2011 and previously served as Corporate and then General Counsel; he holds a J.D. from Boston College Law School and a B.A. from the University of Virginia .
Key facts
| Item | Detail |
|---|---|
| Current role | Chief Legal Officer; EVP Government Relations; Corporate Secretary |
| Age | 59 |
| Talkspace start date | March 2011 |
| Education | J.D., Boston College Law School; B.A., University of Virginia |
Company performance snapshot (context during his current tenure)
| Metric | Latest |
|---|---|
| Q3 2025 Revenue | $59.4 million; +25% year-over-year |
| Q3 2025 Net Income | $3.3 million |
| Q3 2025 Adjusted EBITDA | $5.0 million |
| FY2025 Revenue Guidance | $226–$230 million |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Talkspace | Corporate and then General Counsel; now Chief Legal Officer | Since Mar-2011 | Senior legal leadership through private-to-public transition; corporate governance |
| Hilltop Holdings (private) | Partner | 2004–2011 | Managed hospitality/real estate investments; fractional GC to start-ups |
| Highland Development Corporation | President | 1999–2003 | Partnered to build/operate congregate care campuses |
| Kapson Senior Quarters Corp. (public assisted living) | SVP, Acquisitions & Development; previously VP Development; Corporate Counsel | 1996–1999 | M&A/development for senior living platform |
| Squire, Sanders & Dempsey (law firm) | Legal associate | N/A | Early legal career |
External Roles
- No current external public company directorships disclosed in the latest proxy .
Fixed Compensation
Multi-year compensation (most recent years disclosed with Reilly as NEO)
| Metric (USD) | 2021 | 2022 |
|---|---|---|
| Salary | $232,500 | $291,538 |
| Bonus (discretionary/retention) | $130,000 | $327,500 |
| Stock awards (grant-date fair value) | $221,513 | $264,425 |
| Option awards (grant-date fair value) | $1,034,278 | $67,027 |
| All other compensation | $0 | $897 |
| Total | $1,618,291 | $951,387 |
Notes:
- For 2024, Reilly was not a named executive officer (NEO) and therefore not included in the 2024/2023 Summary Compensation Table in the 2025 proxy; NEOs were CEO, CFO (incumbent/former), and CTO . He remains an executive officer per the executive officers table .
Performance Compensation
Annual cash incentive program (company design; 2024 NEOs)
| Element | Terms |
|---|---|
| Target annual bonus | 100% of base salary for NEOs as of Dec 31, 2024 |
| Performance framework | Discretionary; Board/CEO considered Company and individual performance; 0–150% payout range |
| Actual 2024 payout | 82% of target for eligible NEOs (paid Feb 2025) |
| Applicability to Reilly | Not disclosed for 2024; he was not an NEO in 2024 |
Equity award structure and vesting
| Plan | Award type | Vesting schedule | Change-in-control (CIC) treatment | Notes |
|---|---|---|---|---|
| 2014 Stock Incentive Plan | Stock options (incl. grants to Reilly in Aug 2019) | Generally 48 equal monthly installments; new-hire grants typically 1-year cliff then monthly | Pre-combination options originally had 25% acceleration on certain events; executives (incl. Reilly) waived this upon business combination | No new awards under 2014 Plan post-business combination; outstanding awards remain per terms |
| 2021 Incentive Award Plan | RSUs and stock options | 16 substantially equal quarterly installments; new hires generally 1-year cliff then quarterly | If awards not assumed/replaced in a CIC, full acceleration; if assumed, no automatic acceleration | NEO award examples disclosed for 2024; Reilly’s 2024 grants not disclosed |
Equity Ownership & Alignment
| Ownership metric | As of Jul 31, 2023 | As of Apr 21, 2025 |
|---|---|---|
| Total beneficial ownership (shares incl. acquirable within 60 days) | 297,952; “<1%” indicated as “*” | 1,028,917 (= 666,596 common + 362,321 acquirable within 60 days) |
| Of which acquirable within 60 days | N/A | 362,321 |
| Shares outstanding (reference) | 166,516,177 (for ownership table basis) | 167,368,089 (for ownership table basis) |
| Ownership as % of shares outstanding | “*” (less than 1%) | ~0.62% (1,028,917 / 167,368,089) |
Alignment policies:
- Stock ownership guidelines apply to executive officers, based on a multiple of base salary, with a five-year compliance window from later of adoption or appointment; specific multiples not disclosed .
- Clawback policy (NASDAQ-compliant) for restatements; Committee may also claw back for specified misconduct .
- Anti-hedging policy prohibits hedging transactions (e.g., collars, swaps, exchange funds) by officers/directors/employees .
- Pledging: No explicit anti-pledging policy or pledged-share disclosures noted in the proxy .
Employment Terms
| Term | Details |
|---|---|
| Employment status | At-will; participation in health/welfare plans |
| Non-compete / Non-solicit | In effect during employment and for 12 months post-termination |
| Executive Severance Plan participation | 2023: Reilly designated Tier 1 participant . 2025: Current Tier 1 participants listed as Cohen, Harris, Margolin (Reilly not listed) . |
| Severance – no CIC (Tier 1) | 12 months salary continuation; up to 12 months COBRA reimbursement |
| Severance – CIC double-trigger (Tier 1) | 24 months salary; 200% of target bonus; pro-rata target bonus; up to 18 months COBRA; full equity acceleration |
| Equity treatment (plan-level) | Under 2021 Plan, full acceleration if awards are not assumed/replaced in a CIC; otherwise no automatic acceleration |
| Clawback / Hedging | Clawback and anti-hedging policies in force |
Risk Indicators & Red Flags
- Section 16(a) reporting timeliness: two Form 4s for John Reilly were filed late for 2024 (company disclosed delinquent reports); late filings are a governance/process flag to monitor .
- Change in Severance Plan coverage: Reilly was Tier 1 in 2023 but is not listed among current Tier 1 participants in 2025 disclosures, potentially reducing change-of-control costs but elevating perceived retention risk if coverage was removed/changed .
- Equity vesting cadence: quarterly vesting under the 2021 Plan creates a steady cadence of potential share supply; monitor Form 4 activity around vest dates for selling pressure signals .
- Anti-hedging in place; no explicit pledging policy disclosure—absence of pledging disclosure is neutral but worth monitoring in future proxies .
Compensation Structure Analysis
- Annual bonus design (2024): payout for eligible NEOs set at 82% of target under a discretionary framework (no quantified metrics or weightings disclosed), limiting transparency into pay-for-performance calibration .
- Long-term incentives: continued use of time-vested RSUs and options under the 2021 Plan with quarterly vesting; no performance share units (PSUs) disclosed, indicating limited explicit performance linkage in equity awards .
- 2014 Plan legacy options (incl. Reilly grants in Aug 2019) originally had event-based acceleration, which executives waived at the business combination—mitigates acceleration windfalls and aligns with market governance practices .
Say-on-Pay & Shareholder Feedback
- 2025 Say-on-Pay: stockholders approved the advisory vote on executive compensation at the June 18, 2025 Annual Meeting (quorum 78.71%); approval level percentage not disclosed in the 8-K .
Investment Implications
- Alignment: Reilly’s beneficial ownership increased to ~1.03 million shares and rights as of April 2025 (~0.62% of outstanding), signaling meaningful skin-in-the-game; anti-hedging and clawback policies further align incentives .
- Retention/transition: Historical Tier 1 severance coverage (2023) provided robust double-trigger protection; his absence from the 2025 Tier 1 list suggests potential changes in severance coverage—watch for updates in future filings as this can affect retention risk and deal economics in strategic scenarios .
- Trading signals: Quarterly vesting under the 2021 Plan creates predictable potential liquidity events; pair vesting calendars with Form 4 monitoring to gauge insider selling pressure; prior late Form 4s warrant closer scrutiny of future reporting cadence .
- Pay-for-performance: Discretionary annual bonuses (82% payout for 2024 NEOs) without disclosed metrics reduce visibility into performance linkage; absence of PSUs may limit long-horizon performance alignment relative to peers employing explicit TSR/financial hurdles .