Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 15, 2021, the Board of Directors (the "Board") of Talkspace, Inc. (the
"Company") appointed Jennifer Fulk as Chief Financial Officer of the Company,
effective July 26, 2021 (the "Effective Date"). Ms. Fulk will succeed Mark
Hirschhorn, who on July 15, 2021 resigned from the position of Chief Financial
Officer effective July 26, 2021. In her role as Chief Financial Officer,
Ms. Fulk will assume the duties of principal financial officer and principal
accounting officer of the Company. Mr. Hirschhorn will continue to serve as the
Company's President and Chief Operating Officer. In connection with
Mr. Hirschhorn's new role, subject to approval of the Compensation Committee of
the Board, Mr. Hirschhorn's salary is expected to be increased to $425,000
annually, effective July 26, 2021.
Ms. Fulk, 44, previously served as Chief Financial Officer, U.S. Bio-Medicines
at Eli Lilly and Company from June 2019 to July 2021. Prior to June 2019,
Ms. Fulk served in various other roles during her 15-plus year career at Eli
Lilly and Company, including as Senior Director, Investor Relations, from
October 2018 to June 2019, Chief Financial Officer, North America, Elanco, from
October 2016 to October 2018 and Senior Director, Global Finance and
Integration, Elanco, from September 2014 to October 2016. Ms. Fulk received her
Bachelor of Science in Information Systems and her Masters of Business
Administration from Indiana University.
In connection with Ms. Fulk's appointment, the Company entered into an
employment letter agreement with Ms. Fulk (the "Employment Agreement") under
which Ms. Fulk will report directly to the Company's Chief Executive Officer. As
provided in the Employment Agreement, Ms. Fulk is entitled to an annual base
salary of $400,000, subject to adjustment from time to time in the discretion of
the Company, and is eligible to receive an annual performance-based bonus
targeted at 100% of her base salary and based on the achievement of individual
and corporate objectives determined by the Company on an annual basis. In
addition, Ms. Fulk will be eligible to receive an additional bonus of up to 100%
of her base salary based upon achievement of maximum goals pursuant to the
Company's strategic scorecard. Ms. Fulk's minimum bonus for 2021 will equal at
50% of her base salary. Ms. Fulk also is eligible to participate in the
Company's standard employee benefit programs.
Pursuant to the Employment Agreement, Ms. Fulk will, subject to the approval of
the Company's board of directors or its compensation committee, receive a
restricted stock unit ("RSU") award covering 123,150 shares of Company common
stock and a stock option to purchase 492,600 shares of the Company's common
stock. Each of the RSU award and stock option shall each vest as to 25% of the
underlying shares on the first anniversary of the applicable grant date and as
to the remaining 75% in 12 substantially equal installments on the first 12
quarterly anniversaries of the applicable grant date thereafter, subject to
Ms. Fulk's continued service with the Company though each such vesting date.
Ms. Fulk's Employment Agreement contains customary invention assignment and
confidentiality provisions, as well as a 12 month post-employment non-compete
and non-solicit obligation. In the event of a qualifying termination, Ms. Fulk
will be entitled to receive certain severance benefits under the Company's
Executive Severance Plan, subject to her execution and non-revocation of a
release of claims.
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