Liat Ben-Zur
About Liat Ben-Zur
Liat Ben‑Zur, 48, has served as an independent Class III director of Talkspace since December 2023. She brings deep product, mobile/IoT, and AI expertise from senior roles at Microsoft (Corporate VP, Consumer Services, 2018–2023) and Royal Philips (SVP, 2014–2018). She holds a B.S. in Electrical Engineering (UC Davis) and an MBA (UCLA Anderson). Her current Class III term runs to the 2027 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft | Corporate Vice President, Consumer Services | Sep 2018 – May 2023 | Led digital consumer services; product/AI expertise cited as board qualification |
| Royal Philips | Senior Vice President | Oct 2014 – Aug 2018 | Led digital initiatives; disruptive tech/product-led growth background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| LBZ Advisory LLC | CEO & Managing Director | Since May 2023 | Consulting in AI strategy, product-led growth, product management coaching |
| Storm Ventures | Entrepreneur in Residence | Since Apr 2023 | Enterprise-focused venture firm advisory/operator role |
| Splashtop Inc. (private) | Board Member | Since Jan 2024 | Zero-trust secure remote desktop/remote support software |
| WestRiver Group | Advisory Board Member | Since Jan 2024 | Investment firm advisory role |
| Syndio | Advisory Board Member | Since Dec 2023 | Workplace equity technology advisory role |
Board Governance
- Committee assignments (2025 proxy): Audit Committee member; Nominating & Corporate Governance Committee member; not a chair.
- Independence: Board determined she (and other Audit members) were independent under Nasdaq and Rule 10A‑3 as of Dec 31, 2024.
- Board structure and tenure: Classified board with three staggered classes; Ben‑Zur is Class III (term to expire at 2027 annual meeting).
- Attendance: Board held 7 meetings in 2024; each director attended at least 75% of board and applicable committee meetings. Audit Committee met 7 times in 2024.
- Compensation Committee practices: Meridian retained as independent advisor in 2024; committee members all independent; no interlocks.
Fixed Compensation (Non‑Employee Director Program)
| Component | Amount / Terms |
|---|---|
| Annual Board retainer (cash) | $40,000 |
| Annual Committee Chair retainers | Audit Chair: $20,000; Compensation Chair: $10,000 |
| Annual Chairman retainer | $30,000 (for Board Chair; not applicable to Ben‑Zur) |
| Cash-to-RSU election | Directors may elect to receive cash retainers in RSUs (amendment approved Nov 2023). In 2024, multiple directors elected RSUs; Ben‑Zur’s 2024 cash fees were $40,000 (i.e., she did not elect RSUs for cash). |
Performance Compensation (Equity and Vesting)
| Element | Terms / Metrics |
|---|---|
| Annual equity grant | Time‑based RSUs ≈ $160,000 grant-date value; vests in full on earlier of 1 year from grant or next annual meeting, subject to service. No performance metrics disclosed. |
| Initial equity grant (on first appointment) | Stock options up to $320,000 + RSUs up to $80,000; each vests 25% annually over 4 years, subject to service. |
| Change‑in‑control | Director equity vests in full if the director will not serve on the surviving entity’s board post‑transaction. |
| 2024 actual (Ben‑Zur) | Stock awards $160,189; cash fees $40,000; options $0; total $200,189. |
No performance‑conditioned metrics (e.g., TSR, revenue, EBITDA) are tied to director equity; awards are service‑based time vesting.
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlocks/Notes |
|---|---|---|---|
| Splashtop Inc. | Private | Director | No disclosed public company directorships; no comp committee interlocks in 2024. |
Expertise & Qualifications
- Technical and product expertise in mobile, IoT, AI, and product‑led growth; cited by the company as core qualifications.
- Education: B.S. Electrical Engineering (UC Davis); MBA (UCLA Anderson).
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Notes |
|---|---|---|---|
| Liat Ben‑Zur | 14,496 | <1% | Beneficial ownership includes shares plus options/RSUs vesting within 60 days of April 21, 2025. Company had 167,368,089 shares outstanding at that date. |
| Options outstanding (12/31/2024) | 57,985 | — | Options outstanding at FY‑end 2024. |
| Unvested stock awards (12/31/2024) | 92,751 | — | Unvested RSUs at FY‑end 2024. |
Insider Trading & Section 16 Compliance
- Section 16(a) compliance: One Form 4 for Liat Ben‑Zur was filed late for 2024 (companywide list of late filings disclosed).
- Anti‑hedging policy: Directors, officers, and employees are prohibited from hedging the company’s equity (e.g., collars, swaps).
Governance Assessment
-
Strengths
- Independent director serving on Audit and Nominating & Governance; audit independence affirmed under Nasdaq and Rule 10A‑3.
- Solid attendance culture: all directors ≥75% attendance; Audit Committee met 7 times in 2024; indicates active oversight cadence.
- Compensation alignment: majority of director pay in equity via annual RSUs with service‑based vesting; change‑in‑control protection only if not continuing on successor board.
- Compensation Committee uses independent consultant (Meridian) with no conflicts; no interlocks.
- Say‑on‑pay support: For 73,239,190 vs Against 6,761,066 vs Abstain 44,544; implies strong shareholder support in 2025 (≈91.5% For of votes cast incl. abstain, computed from disclosed counts).
- Anti‑hedging policy supports alignment with shareholders.
-
Watchpoints / Red flags
- Classified (staggered) board structure may slow changes in control or board refreshment; general entrenchment concern for activists.
- One late Form 4 in 2024 for Ben‑Zur; minor process lapse but disclosed.
-
Related‑party safeguards
- Audit Committee reviews related‑person transactions under a written policy; proxy does not list any Ben‑Zur‑specific related‑party transactions in the “Transactions related to directors, equity holders and executive officers” section.
Director Compensation Detail (2024)
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| Liat Ben‑Zur | 40,000 | — | 160,189 | 200,189 |
Committee Memberships (2024–2025)
| Director | Audit | Compensation | Nominating & Corporate Governance |
|---|---|---|---|
| Liat Ben‑Zur | Member | — | Member |
Board & Committee Activity (2024)
| Body | Meetings |
|---|---|
| Board of Directors | 7 |
| Audit Committee | 7 |
| Compensation Committee | 3 |
Shareholder Votes (2025 Annual Meeting)
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Say‑on‑Pay (Advisory) | 73,239,190 | 6,761,066 | 44,544 | 51,696,446 |
Total shares entitled to vote: 167,368,089; quorum 78.71% (131,741,246 represented).
Notes on Independence and Policies
- The Board determined most directors (including Ben‑Zur) were independent as of December 2024; exceptions were the CEO (Cohen), Braunstein (spousal employment in 2022), and Pawar (UnitedHealthcare role).
- Insider Trading Compliance Policy (anti‑hedging) and Code of Business Conduct and Ethics apply to directors and officers.