Jon Cohen
About Jon Cohen
Dr. Jon Cohen, M.D., is Chief Executive Officer of Talkspace and a director; he has served as CEO since November 2022 and as a director since September 2022 (Age 71) . Under his tenure, Talkspace reached profitability for the first time in its history in 2024, reporting net income of $1.148 million . Governance structure separates the Chair (Douglas Braunstein) and CEO roles, with Cohen not considered independent due to his executive role .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BioReference Laboratories / OPKO Health (NASDAQ: OPK) | Executive Chairman of BioReference; SVP, OPKO Health | 2019–Aug 2022 | Led large clinical lab/platform amid healthcare diagnostics trends |
| Quest Diagnostics | Executive Officer | 2009–2018 | Senior operating roles at major diagnostic services provider |
| State of New York (Office of the Governor) | Senior Advisor to Gov. David A. Paterson | Not disclosed | State policy and strategic planning leadership |
| Northwell Health | Chief Medical Officer | Six years (dates not disclosed) | CMO at NY’s largest health system |
External Roles
- No current public company board roles for Dr. Cohen are disclosed in the proxy biography .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary ($) | $600,000 |
| Target Bonus (% of Salary) | 100% |
Multi-year total compensation (Summary Compensation Table):
| Component ($) | 2023 | 2024 |
|---|---|---|
| Salary | 600,000 | 600,000 |
| Bonus (cash) | 715,200 | 494,400 |
| Stock Awards (grant-date fair value) | — | 385,309 |
| Option Awards (grant-date fair value) | — | 389,059 |
| All Other Compensation | 22,123 | 24,289 |
| Total | 1,337,323 | 1,893,057 |
Performance Compensation
Annual cash incentive (2024):
| Metric | Target | Actual |
|---|---|---|
| CEO Annual Bonus | 100% of base salary | 82% of target (discretionary program; company and individual performance) |
Equity awards:
| Grant Type | Grant Date | Shares/Options (#) | Strike ($) | Expiration | Vesting |
|---|---|---|---|---|---|
| RSUs | 3/1/2024 | 128,866 | — | — | 16 equal quarterly installments, subject to continued service |
| Stock Options | 3/1/2024 | 214,051 | 2.99 | 3/1/2034 | 16 equal quarterly installments, subject to continued service |
| RSUs (initial CEO package) | 12/1/2022 | 1,250,000 tranche vests 25% on 12/1/2023, then 75% over 12 quarterly installments; separate 1,000,000 tranche vests over 16 quarterly installments starting 3/1/2024 (1,437,500 unvested at 12/31/2024) | — | — | As noted |
| Stock Options (initial CEO package) | 12/1/2022 | 900,000 (500,000 + 400,000) | 0.86 | 11/30/2032 | 25% on 12/1/2023, then 75% over 12 quarterly installments; and 16 quarterly installments starting 3/1/2024 |
| Prior grants | 9/26/2022 (options and RSUs) | Options 200,211 (100,105 ex/100,106 unex); RSUs 39,383 | 1.00 | 9/24/2032 | Four annual (options) / annual RSU vesting from 6/22/2022 |
Notes:
- 2024 annual bonus program allowed 0–150% of target; all NEOs were paid at 82% of target for 2024 .
- 2024 equity mix used time-based RSUs and stock options; no PSUs disclosed for 2024, indicating time-based rather than performance-vested long-term incentives .
Equity Ownership & Alignment
Beneficial ownership (as of 4/21/2025):
| Holder | Shares | % of Outstanding |
|---|---|---|
| Jon Cohen | 1,590,754 | 1.0% |
Outstanding equity detail (as of 12/31/2024):
| Award | Exercisable | Unexercisable | Strike ($) | Expiry | Unvested RSUs (#) | Market Value of Unvested RSUs ($) |
|---|---|---|---|---|---|---|
| Options (9/26/2022) | 100,105 | 100,106 | 1.00 | 9/24/2032 | — | — |
| RSUs (9/26/2022) | — | — | — | — | 39,383 | 121,693 |
| Options (12/1/2022) | 325,000 | 575,000 | 0.86 | 11/30/2032 | — | — |
| RSUs (12/1/2022) | — | — | — | — | 1,437,500 | 4,441,875 |
| Options (3/1/2024) | 40,134 | 173,917 | 2.99 | 3/1/2034 | — | — |
| RSUs (3/1/2024) | — | — | — | — | 104,704 | 323,535 |
Ownership policies and alignment:
- Stock ownership guidelines for executives and directors (five-year compliance window) .
- Anti-hedging policy prohibits hedging transactions by directors, officers, and employees .
- The proxy does not disclose a pledging policy; no pledging activity is disclosed for Dr. Cohen .
Insider trading/filings:
- One late Form 4 filing was reported for Jon Cohen in 2024 per Section 16(a) disclosure .
Employment Terms
| Term | Detail |
|---|---|
| Employment status | At-will; participation in Company benefit plans |
| Non-compete / Non-solicit | Effective during employment and for 12 months post-termination |
| Severance Plan Tier | Tier 1 under Executive Severance Plan |
| Severance (no change in control) | 12 months salary continuation + up to 12 months COBRA |
| Severance (double-trigger change in control) | 24 months salary + 200% of target bonus; pro-rata target bonus; up to 18 months COBRA; full acceleration of equity |
| Clawback | Policy aligned with Nasdaq listing standards for restatements; discretionary recoupment for certain misconduct |
Estimated potential payments (as of 12/31/2024):
| Scenario | Cash ($) | Equity Acceleration ($) | COBRA ($) | Total ($) |
|---|---|---|---|---|
| Termination without cause/for good reason (no CIC) | 600,000 | — | 47,002 | 647,002 |
| Termination without cause/for good reason in connection with CIC | 2,400,000 | 6,395,966 | 70,503 | 8,866,469 |
Additional vesting protection:
- If a qualifying termination occurs after the first anniversary of his start date, Cohen vests in the next 12 months of his December 2022 initial equity grants, subject to plan terms .
Board Governance
| Item | Detail |
|---|---|
| Board role | Director since 2022; Class I nominee (term to 2028 if elected) |
| Committees | Not a member of Audit, Compensation, or Nominating committees (all independent directors) |
| Chair/CEO structure | Roles separated: Chair = Douglas Braunstein; CEO = Jon Cohen |
| Independence | Not independent (CEO); board noted certain directors affiliated with significant stockholders |
| Board meetings/attendance (2024) | 7 meetings; all directors attended ≥75% of meetings/committees served |
| Say-on-Pay (2025 proposal) | Board recommends FOR approval of NEO compensation |
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Net Income (Loss), $ thousands | (19,182) | 1,148 |
| Cumulative TSR (value of initial $100) | 416 | 122 |
- Company commentary highlights achieving profitability in 2024 as leadership stabilized after 2022 turnover .
Compensation Structure Analysis
- Mix and trend: 2024 CEO pay included $600k salary, $494k bonus, and ~$774k of equity value (RSUs + options grant-date), indicating a material equity component versus 2023 when no new equity was granted to him per the SCT .
- Annual bonus design: Discretionary plan tied to company/individual outcomes with a 0–150% range; 2024 payout at 82% of target signals partial achievement against internal objectives but with limited disclosed metric transparency .
- Long-term incentives: 2024 awards were time-based RSUs and options (no PSUs), reducing direct linkage to multi-year performance targets; vesting is quarterly over four years, supporting retention but potentially weakening strict pay-for-performance alignment .
- Governance mitigants: Stock ownership guidelines and a Nasdaq-aligned clawback are in place; tax gross-ups are not provided .
- Potential sale/overhang dynamics: Large unvested RSU tranches vesting quarterly through 2027–2028 (e.g., Dec-2022 and Mar-2024 grants) may create steady-supply dynamics as shares deliver, especially given vesting cadence .
Risk Indicators & Red Flags
- Section 16 compliance: One late Form 4 for Cohen in 2024 (administrative compliance risk, low severity) .
- Anti-hedging: Hedging prohibited; pledging not expressly addressed in the disclosed policies; no pledging activity disclosed for Cohen .
- Related party/ownership: Board notes independence exceptions (including CEO role) and affiliations with significant stockholders; a formal related person transaction policy is in place and overseen by Audit Committee .
- Change-in-control economics: Double-trigger protections of 2x salary plus 200% of target bonus and full equity acceleration could be material in M&A scenarios, aligning retention but posing potential parachute optics .
Equity Ownership & Beneficial Holders Context
- Jon Cohen beneficially owns ~1.0% of outstanding shares (1,590,754 shares as of the record date), providing moderate alignment via direct ownership plus substantial unvested equity .
Employment Contracts & Terms (Summary)
| Feature | Summary |
|---|---|
| Offer/agreements | At-will; confidentiality/IP; 12-month non-compete/non-solicit |
| Severance plan tier | Tier 1; robust double-trigger CoC protection; pro-rata bonus; healthcare continuation |
| Clawback/insider policies | Clawback compliant with Nasdaq; insider trading and anti-hedging policies enforced |
Director Service Details (as Director)
- Class I director nominee; committees populated entirely by independent directors; Cohen is not listed as a committee member, mitigating direct compensation governance conflicts; board leadership remains independent via non-executive Chair .
- 2025 Say-on-Pay on ballot; Board recommends FOR .
Investment Implications
- Alignment and retention: Cohen’s ownership and sizable time-based RSUs/options create meaningful retention hooks and moderate alignment; quarterly vesting may contribute to regular supply as shares settle, a factor for trading liquidity/timing analyses .
- Pay-for-performance: Absence of PSUs and use of discretionary annual bonuses reduce explicit linkage to objective financial/TSR targets; however, options add upside leverage and 2024 profitability marks a step-change under current leadership .
- M&A incentives: Strong double-trigger CoC terms (24 months salary + 200% target bonus and full acceleration) support leadership continuity through strategic alternatives but can be viewed as generous; monitor any strategic review/M&A headlines for potential signaling .
- Governance: Separation of Chair/CEO, independent compensation oversight, stock ownership guidelines, and clawback policy are positives; minor Section 16 timeliness issue noted in 2024 .