Michael Hansen

About Michael Hansen

Michael Hansen, age 64, has served as an independent director of Talkspace, Inc. since September 2022 and is a Class II director with a term to expire at the 2026 annual meeting . He has been Chief Executive Officer of Cengage Group since 2012, with prior CEO roles across large media and information services companies, and earlier served as lead partner and Chairman of the digital convergence practice at Boston Consulting Group; he holds a Master of Law from the University of Bonn and an MBA from Columbia University, and has been recognized by Fast Company (Most Creative People, 2020) and Glassdoor (Top CEO, 2018 and 2019) .

Past Roles

External Roles

Board Governance

• Committee assignments and roles:
  • Audit Committee member; the committee met 7 times in FY2024 .
  • Compensation Committee member; the committee met 3 times in FY2024 .
• Independence and financial literacy: The Board determined Hansen is independent under Nasdaq rules; audit committee members (including Hansen) are financially literate .
• Attendance and engagement: The Board met 7 times in FY2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
• Class and term: Class II director; term to expire at the 2026 annual meeting .
• Committee composition dynamics: Madhu Pawar stepped down from Audit in early 2024 upon commencing services at United Healthcare .

Fixed Compensation

Program terms:

• Annual director cash retainer: $40,000; Committee chair retainers: Audit $20,000, Compensation $10,000; Chairman retainer $30,000 .
• Directors may elect to receive cash compensation in RSUs via the program amendment (approved November 2023) .

Michael Hansen – cash fees by year:

Notes:

• No meeting fees disclosed; Hansen did not serve as a committee chair or chairman in 2024, so no chair retainers applied .

Performance Compensation

Program terms and vesting:

• Annual RSU grant to directors: target value approximately $160,000; vests in full on the earlier of first anniversary or next annual meeting, subject to service .
• Initial director grants (for newly appointed directors): stock options up to $320,000 and RSUs up to $80,000; vest 25% annually over four years, subject to service .
• Change-in-control: Existing, annual, and initial director grants vest in full upon a change in control if the director does not continue on the surviving parent’s board .

Director equity compensation – Michael Hansen:

Performance metrics table (directors):

Other Directorships & Interlocks

• Other public company boards: None disclosed in Hansen’s proxy biography .
• Compensation committee interlocks: None; the compensation committee (including Hansen) reported no interlocks with other companies whose executives served on Talkspace’s compensation committee or Board .

Expertise & Qualifications

• Digital transformation leadership (Cengage transformation from print to edtech; launch of Cengage Unlimited) .
• Recognitions: Fast Company Most Creative People (2020); Glassdoor Top CEO (2018, 2019) .
• Financial literacy: Meets audit committee financial literacy requirement per Nasdaq rules .
• Education: Master of Law (University of Bonn); MBA (Columbia University) .

Equity Ownership

Additional alignment policies:

• Anti-hedging policy: Prohibits directors, officers, employees, and controlled entities from hedging transactions (e.g., collars, swaps, exchange funds) .
• Pledging: No specific disclosure on pledging; not mentioned in proxy .

Governance Assessment

• Strengths:
  • Independent director serving on both Audit and Compensation committees, supporting oversight of financial reporting, cybersecurity risk, related-person transactions, and pay practices .
  • Financially literate with significant CEO experience in technology and digital transformation, enhancing board effectiveness in strategic oversight .
  • Board and committee engagement supported by meeting cadence; Board met 7 times, Audit met 7 times, Compensation met 3 times; directors met attendance expectations .
  • Ownership alignment through annual RSU grants and outstanding director options, with beneficial ownership increasing from 108,920 to 217,842 shares YoY .
• Potential red flags / risk indicators:
  • One late Section 16 Form 4 filing in 2024 for Hansen (administrative), noted alongside several peers; monitor future timeliness .
  • Director equity accelerates upon change-in-control if not continuing on surviving board—can be shareholder-unfriendly depending on context; warrants attention for alignment in control transactions .
  • No explicit disclosure of director stock ownership guidelines, pledging policies (beyond anti-hedging), or minimum ownership compliance status for directors—limited visibility into longer-term ownership alignment .

Overall, Hansen’s independence, committee participation (Audit, Compensation), and CEO-level digital expertise support board effectiveness; equity-based director pay is time‑based (not performance‑conditioned), which provides alignment but lacks performance metrics. Administrative late filing is minor but should be monitored; change‑in‑control vesting merits scrutiny from an investor alignment perspective .