You are cordially invited to attend the first Annual Meeting of Stockholders of Talkspace, Inc. (the “Company”) to be held on Thursday, September 15, 2022,Tuesday, October 10, 2023, at 9:3010:00 a.m. (Eastern Time). Our Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the virtual Annual Meeting, vote your shares electronically and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/TALK2022.TALK2023. Utilizing the latest technology and a virtual meeting format will allow stockholders to participate from any location and we expect will lead to increased attendance, improved communications and cost savings for our stockholders and the Company.

The Notice of Meeting and Proxy Statement on the following pages describe the matters to be presented at the Annual Meeting. Details regarding how to attend the meeting and the business to be conducted at the Annual Meeting are more fully described in the Notice of Annual Meeting and Proxy Statement.

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Therefore, I urge you to promptly vote and submit your proxy by phone, via the Internet, or, if you received paper copies of these materials, by signing, dating, and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. If you have previously received our Notice of Internet Availability of Proxy Materials, then instructions regarding how you can vote are contained in that notice. If you have received a proxy card, then instructionsInstructions regarding how you can vote are contained on the proxy card.card or on the instructions that accompanied your proxy materials. If you decide to attend the Annual Meeting, you will be able to vote your shares electronically, even if you have previously submitted your proxy.

The Annual Meeting of Stockholders (the “Annual Meeting”) of Talkspace, Inc., a Delaware corporation (the “Company”), will be held at 9:3010:00 a.m., Eastern Time, on Thursday, September 15, 2022.Tuesday, October 10, 2023. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting electronically and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/TALK2022.TALK2023. The Annual Meeting is called for the following purposes:

Holders of record of our outstanding shares of common stock, at the close of business on July 25, 2022,August 18, 2023, are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment of the Annual Meeting. The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting.

We know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the stockholders for a vote at the Annual Meeting, however, the proxy holders named on the Company’s proxy card will vote your shares in their discretion.

The Board of Directors (the “Board”) recommends that you vote your shares as indicated below. If you return a properly completed proxy card, or vote your shares by telephone or Internet, your shares of Common Stock will be voted on your behalf as you direct. If not otherwise specified, the shares of Common Stock represented by the proxies will be voted, and the Board recommends that you vote:

If you are currently a stockholder sharing an address with another stockholder and wish to receive only one set of future proxy materials for your household, please contact Broadridge at the above phone number or address.

The Record Date for the Annual Meeting is July 25, 2022.August 18, 2023. You are entitled to vote at the Annual Meeting only if you were a stockholder of record at the close of business on that date, or if you hold a valid proxy for the Annual Meeting. Each share of our Common Stock entitles its holders to one vote per share on all matters presented to our stockholders at the Annual Meeting. At the close of business on the Record Date, there were 158,131,635166,516,177 shares of Common Stock issued and outstanding and entitled to vote at the Annual Meeting. We do not have any other outstanding classes of securities entitled to vote at the meeting.

A complete list of these stockholders as of the Record Date will be available on the bottom panel of your screen during the meeting after entering the 16 digit16-digit control number included on the Notice of Internet Availability of Proxy Materials or any proxy card that you received, or on the materials provided by your bank or broker.

A record holder holds shares in his or her name. Shares held in “street name” means shares that are held in the name of a bank or broker on a person’s behalf.

Yes. If your shares are held by a bank, brokerage firm, broker dealer or other nominee holder, you are considered the “beneficial owner” of those shares held in “street name.” If your shares are held in street name, our proxy materials are being provided to you by your bank or brokerage firm, along with a voting instruction card if you received printed copies of our proxy materials. As the beneficial owner, you have the right to direct your bank or brokerage firm how to vote your shares, and the bank or brokerage firm is required to vote your shares in accordance with your instructions. You may not vote your shares electronically at the Annual Meeting unless you receive a valid proxy from your brokerage firm, bank, broker dealer or other nominee holder. If you haven’t received a 16-digit control number, you should contact your bank or broker to obtain your control number or otherwise vote through the bank or broker.

If your shares are held in “street name” by a bank, brokerage firm, broker dealer or other nominee holder and you wish to vote on the election of the Class I Directors, Say on Pay and Say on FrequencyBoard Declassification proposals, or to act upon any other non-routine business that may properly come before the Annual Meeting, you should provide instructions to your bank, brokerage firm, broker dealer or other nominee holder. Under the rules of the Nasdaq, if you do not provide your broker with instructions, your broker generally will have the authority to vote on the ratification of the appointment of Kost Forer Gabbay and Kasierer, a member of Ernst &and Young LLP,Global, as the Company’s independent registered public accounting firm. All other matters at the Annual Meeting are expected to be nonroutine and therefore brokers will not be entitled to vote on a beneficial owner’s behalf without voting instructions or discretionary authority on such matters. Further information on how to vote is outlined in the following sections.

A quorum must be present at the Annual Meeting for any business to be conducted. The presence at the Annual Meeting, electronically or by proxy, of the holders of a majority in voting power of Common Stock issued and outstanding and entitled to vote on the Record Date will constitute a quorum. Pursuant to our by-laws, a quorum, once established at a meeting will not be broken by the withdrawal of enough votes to leave less than a quorum.

You may attend and vote at the Annual Meeting only if you were a Talkspace stockholder as of the Record Date, or if you hold a valid proxy for the Annual Meeting. The Annual Meeting will be held entirely online to allow greater participation. You will be able to attend the Annual Meeting and submit your questions by visiting the following website: www.virtualshareholdermeeting.com/TALK2022.TALK2023. You will also be able to vote your shares electronically at the Annual Meeting.

To participate in the Annual Meeting, you will need the 16-digit control number included in your Internet Notice, on your proxy card or on the instructions that accompanied your proxy materials. The meeting webcast will begin promptly at 10:00 a.m.,

We are excited to embrace the latest technology to provide expanded access, improved communication and cost savings for us and our stockholders. We believe the virtual meeting will enable increased stockholder attendance and participation since stockholders can participate from any location around the world. Furthermore, as part of our effortworld and save costs relative to maintainholding a safe and healthy environment for our directors, members of management and stockholders who wish to attend the Annual Meeting, in light of the ongoing COVID-19 pandemic,physical meeting. Thus, we believe that hosting a virtual meeting is in the best interests of the Company and such attendees of the Annual Meeting.

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during check-in or the meeting itself, please call the technical support number that will be available on the Annual Meeting website.

If a quorum is not present at the scheduled time of the Annual Meeting, the person presiding over the Annual Meeting may adjourn the Annual Meeting until a quorum is present or represented.

It means that your shares are held in more than one account at the transfer agent and/or with banks or brokers. Please vote all of your shares. To ensure that all of your shares are voted, for each Internet Notice or set of proxy materials, please submit your proxy by phone, via the Internet, or, if you received printed copies of the proxy materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope.

We recommend that stockholders vote by proxy prior to the meeting even if they plan to participate in the Annual Meeting and vote electronically during the meeting. If you are a stockholder of record, there are three ways to vote by proxy:

Internet and telephone voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m., Eastern Time, on September 14, 2022.October 9, 2023. Stockholders may vote at the Annual Meeting by visiting www.virtualshareholdermeeting.com/TALK2022TALK2023 and entering the 16-digit control number included on your Internet Notice, proxy card or the instructions that accompanied your proxy materials. The Annual Meeting webcast will begin promptly at 9:3010:00 a.m., Eastern Time, on September 15, 2022.October 10, 2023.

If your shares are held in street name through a bank, brokerage firm, broker dealer or other nominee holder, you will receive instructions on how to vote from the bank or broker. You must follow their instructions in order for your shares to be voted. Internet and telephone voting also may be offered to stockholders owning shares through certain bank, brokerage firm, broker dealer and other nominees. If your shares are not registered in your own name and you would like to vote your shares at the Annual Meeting, you may visit www.virtualshareholdermeeting.com/TALK2022

Your most recent proxy card or Internet or telephone proxy is the one that is counted. Your virtual attendance at the Annual Meeting by itself will not revoke your proxy unless you give written notice of revocation to the Secretary before your proxy is voted or you vote electronically during the Annual Meeting.

If your shares are held in street name, you may change or revoke your voting instructions by following the specific directions provided to you by your bank or broker, or you may vote electronically during the Annual Meeting.

If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations of the Board. The Board’s recommendations are indicated on page 2 of this proxy statement, as well as with the description of each proposal in this proxy statement.

We know of noNo other business that will be presented at the Annual Meeting. If any other matter properly comes before the stockholders for a vote at the Annual Meeting, however, the proxy holders named on the Company’s proxy card will vote your shares in accordance with their best judgment.

Our by-laws permit our Board to determine the total number of directors constituting the Board from time to time. Our Board is currently comprised of seven (7) directors divided into three classes each with staggered, three-year terms. At each annual meeting of stockholders, the successor (which may include the incumbent) to each director whose term then expires will be elected to serve from the time of election and qualification until the third annual meeting of stockholders following such election or, if earlier, such director’s death, resignation or removal, whichever is earliest to occur. The current class structure is as follows: Class I, whose current term expires at this 2022 Annual Meeting of Stockholders and whose subsequent term will expire at the 2025 Annual Meeting of Stockholders; Class II, whose term will expire at the 2023 Annual Meeting of Stockholders; and Class III, whose term will expire at the 2024 Annual Meeting of Stockholders. The current Class I Directors are Jeffrey Crowe,Jon Cohen, Erez Shachar and Madhu Pawar; the current Class II Directors are Curtis Warfield, Jacqueline Yeaney and Charles Berg;Michael Hansen; and the current Class III Director is Douglas Braunstein.

In March 2022, Jeffrey Crowe, a currentAs noted above, we are submitting for stockholder approval proposed amendments to our Amended and Restated Certificate of Incorporation to declassify our Board of Directors If the Declassification Proposal passes, directors up for election at each annual meeting, including the three directors up for election 2023 Annual Meeting (each of whom are currently Class I director, advised the Company that he did not intend on standing for reelection andII Directors), will be resigning from the Board immediately preceding the 2022 Annual Meeting. In July 2022, Jon Cohen was nominated by the Board for electionelected to replace Mr. Crowe as a Class I Directorone year terms ending at the 2022 Annual Meeting of Stockholders.

If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of Common Stock represented by the proxy for the election as Class I Directors the personsnominees whose names and biographies appear below. Except for Jon Cohen, allAll of the persons whose names and biographies appear below are currently serving as our directors. In the event any of the nominees should become unable to serve or for good cause will not serve as a director, it is intended that votes will be cast for a substitute nominee designated by the Board or the Board may elect to reduce its size. The Board has no reason to believe that the nominees named below will be unable to serve if elected. Each of the nominees has consented to being named in this proxy statement and to serve if elected.

The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the three nominees receiving the highest number of affirmative “FOR” votes will be elected as Class I Directors. Votes withheld and broker non-votes will have no effect on the outcome of the vote on this proposal.

The principal occupations and business experience, for at least the past five years, of each Class I Director nominee are as follows:

Since 2019 Dr. JonCohen has served as Talkspace's Chief Executive Officer since November 2022, and has served as Director since September 2022. Dr. Cohen has served as Executive Chairman of BioReference Laboratories and Senior Vice President of OPKO Health (NASDAQ: OPK). As Executive Chairman, Dr. Cohen has overall responsibility for Bioreference Laboratories and its subsidiary, GeneDx. Previously, from 2019 until August 2022. From 2009 to 2018, Dr. Cohen served for over nine years as onean executive officer of the five named executive officers at Quest Diagnostics. Prior to that he served as Senior Advisor to New York Governor David A. Paterson, where he was responsible for all State policy and strategic planning. Dr. Cohen served for six years as Chief Medical Officer at Northwell Health, the largest healthcare system in New York State. He served for two years as Senior AdvisorAs Chief Executive Officer, Dr. Cohen provides valuable insight to New York Governor David A. Paterson where he was responsible for all State policy and strategic planning. In 2006, he was a candidate for Lieutenant Governor of New York; his campaign platform centeredthe Board on the healthcare crisisCompany’s day-to-day operations. In addition, we believe Dr. Cohen's extensive experience in the industry and substantive healthcare reform. We believe that Dr. Cohen is qualified to serve as ahis leadership skills make him an ideal member of our board of directors due to his 30 years of healthcare experience as a seasoned strategic leader with extensive P/L and operational responsibility, including experience in healthcare insurance industry, integrated health systems, hospitals, physician practice management, diagnostics, biotechnology and broad healthcare policy, the Federal and State Government relationships to industry and health industry regulatory oversight by the FDA, Medicaid and Medicare, I.T. related initiatives for digital health, mobile health technology, electronic medical records, physician and hospital connectivity and cyber security, as well as board oversight and governance.Board.

Mr. Shachar has served as a member of Talkspace’sTalkspace, Inc.'s board of directors since August 2017. Mr. Shachar is the co-founder and managing partner of Qumra Capital Management Ltd., a venture capital firm founded in 2014. Since 2004, Mr. Shachar has also served as managing partner of Evergreen Venture Partners Ltd., a venture capital firm, focusing on investment opportunities in technology companies. Mr. Shachar currently serves as a member of the board of directors of several private companies. Mr. Shachar holds a B.Sc from Tel Aviv University in Israel and M.B.A. from the INSEAD Business School. We believe that Mr. Shachar is qualified to serve as a member of our board of directors due to his extensive experience as an investor in many technology, high-growth, companies and his service as a director of several public and private companies.

Ms. Pawar has served as a member of Talkspace, Inc.’s board of directors since the consummation of the Business Combination. Ms. Pawar is a Managing Director at Google LLC, where she has served since 2018, and is the Adjunct Professor of Analytics in Healthcare at Carnegie Mellon University, where she has served since 2020. At Google, Ms. Pawar manages the sales analytics and solutions organizations that drive the small and medium business (SMB) Adwords business, with a focus on machine learning and user experience. Prior to joining Google, Ms. Pawar worked at McKinsey & Company for 12 years where she was a Partner in the healthcare systems and services practice. She began her career in software development as part of the Mobile Technologies division of Hewlett Packard’s Research & Development Labs in Singapore. Ms. Pawar has previously served on the board of directors of Mensa Singapore and GirlVentures, a not-for-profit organization. Ms. Pawar holds a Master’s degree in Information Systems Management from Carnegie Mellon University and a Bachelor’s degree in Computer Science from Nanyang

Our Audit Committee has appointed Kost Forer Gabbay and Kasierer, a member of Ernst &and Young LLPGlobal as the Company’s independent auditors for the fiscal year ending December 31, 2022.2023. Our Board has directed that this appointment be submitted to our stockholders for ratification. Although ratification of our appointment of Kost Forer Gabbay and Kasierer, a member of Ernst &and Young LLPGlobal is not required, we value the opinions of our stockholders and believe that stockholder ratification of our appointment is a good corporate governance practice.

Kost Forer Gabbay and Kasierer, a member of Ernst &and Young LLPGlobal served as our independent auditors for the fiscal year ended December 31, 2021.2022. Neither Kost Forer Gabbay and Kasierer, a member of Ernst &and Young LLPGlobal nor any of its members has any direct or indirect financial interest in or any connection with us in any capacity other than as our auditors, providing audit and non-audit related services. A representative of Kost Forer Gabbay and Kasierer, a member of Ernst &and Young LLPGlobal is expected to attend the Annual Meeting, and have an opportunity to make a statement if he or she desires to do so, andbut will not be available to respond to appropriate questions from stockholders.

In the event that the appointment of Kost Forer Gabbay and Kasierer, a member of Ernst &and Young LLPGlobal is not ratified by the stockholders, the Audit Committee will consider this fact when it appoints the independent auditors for the fiscal year ending December 31, 2023. Even if the appointment of Kost Forer Gabbay and Kasierer, a member of Ernst &and Young LLPGlobal is ratified, the Audit Committee retains the discretion to appoint a different independent auditor at any time if it determines that such a change is in the interests of Talkspace.

This proposal requires the approval the majority of votes cast. Abstentions will have noNo effect on the proposal. Because brokers have discretionary authority to vote on the ratification of the appointment of Kost Forer Gabbay and Kasierer, a member of Ernst &and Young LLP,Global, we do not expect any broker non-votes in connection with this proposal.

The Audit Committee has reviewed Talkspace’s audited financial statements for the fiscal year ended December 31, 20212022 and has discussed these financial statements with management and Talkspace’s independent registered public accounting firm. The Audit Committee has also received from, and discussed with, Talkspace’s independent registered public accounting firm the matters that they are required to provide to the Audit Committee, including the matters required to be discussed by the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.

Talkspace’s independent registered public accounting firm also provided the Audit Committee with a formal written statement required by PCAOB Rule 3526 (Communications with Audit Committees Concerning Independence) describing all relationships between the independent registered public accounting firm and Talkspace, including the disclosures required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence. In addition, the Audit Committee discussed with the independent registered public accounting firm its independence from Talkspace.

Based on its discussions with management and the independent registered public accounting firm, and its review of the representations and information provided by management and the independent registered public accounting firm, the Audit Committee recommended to the Board that the audited financial statements be included in Talkspace’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.2022.

Set forth below are the fees paid to our independent registered public accounting firm, Kost Forer Gabbay and Kasierer, a member of Ernst &and Young LLP,Global, for the fiscal year ended December 31, 20212022 (in thousands):

Fees for audit services include fees associated with the annual audit, SOX compliance, reviews of the Company’sCompany's quarterly reports on Form 10-Q and statutory audits required internationally. The 20212022 fees include comfort letters; consents and assistance with and review of documents filed with the SEC.

The Audit Committee has adopted a policy (the “Pre-Approval Policy”) that sets forth the procedures and conditions pursuant to which audit and non-audit services proposed to be performed by the independent auditor may be pre-approved. The Pre-Approval Policy generally provides that we will not engage Kost Forer Gabbay and Kasierer, a member of Ernst &and Young LLPGlobal to render any audit, audit-related, tax or permissible non-audit service unless the service is either (i) explicitly approved by the Audit Committee (“specific pre-approval”) or (ii) entered into pursuant to the pre-approval policies and procedures described in the Pre-Approval Policy (“general pre-approval”). Unless a type of service to be provided by Kost Forer Gabbay and Kasierer, a member of Ernst &and Young LLPGlobal has received general pre-approval under the Pre-Approval Policy, it requires specific pre-approval by the Audit Committee or by a designated member of the Audit Committee to whom the committee has delegated the authority to grant pre-approvals. Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-approval. For both types of pre-approval, the Audit Committee will consider whether such services are consistent with the SEC’s rules on auditor independence. The Audit Committee will also consider whether the independent auditor is best positioned to provide the most effective and efficient service, for reasons such as its familiarity with the Company’s business, people, culture, accounting systems, risk profile and other factors, and whether the service might enhance the Company’s ability to manage or control risk or improve audit quality. All such factors will be considered as a whole, and no one factor should necessarily be determinative. On a periodic basis, the Audit Committee reviews and generally pre-approves the services (and related fee levels or budgeted amounts) that may be provided by Kost Forer Gabbay and Kasierer, a member of Ernst &and Young LLPGlobal without first obtaining specific pre-approval from the Audit Committee. The Audit Committee may revise the list of general pre-approved services from time to time, based on subsequent determinations.

This Proposal 4proposal gives our stockholders the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers.

As described in detail under the heading “Executive Compensation,” our executive compensation programs are designed to attract, motivate, and retain our named executive officers, who are critical to our success. Please read “Executive Compensation” beginning on page 2526 of this proxy statement for additional details about our executive compensation programs. We are asking our stockholders to indicate their support for our named executive officer compensation as described in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on the compensation of our named executive officers by allowing stockholders to vote “FOR”, “AGAINST” or “ABSTAIN”. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and our compensation philosophy, policies and practices for named executive officers described in this proxy statement. Accordingly, we will ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:

This proposal requires the affirmative vote of the holders of a majority in voting power of the votes cast (excluding abstentions and broker non-votes) on such matter. Abstentions and broker non-votes will have noNo effect on the outcome of this proposal.

Our Board has adopted Corporate Governance Guidelines, a Code of Business Conduct and Ethics, an Insider Trading Compliance Policy and charters for our Nominating and Corporate Governance Committee, Audit Committee, and Compensation Committee to assist the Board in the exercise of its responsibilities and to serve as a framework for the effective governance of Talkspace. You can access our current committee charters, our Corporate Governance Guidelines and our Code of Business Conduct and Ethics in the “Governance” section of the “Investors” page of our website located at www.talkspace.com, or by writing to our offices at 2578 Broadway #206, New York, New York 10025.

Our Board currently consists of seven (7) members: Jeffrey Crowe,Jon Cohen, Erez Shachar, Madhu Pawar, Curtis Warfield, Jacqueline Yeaney, Charles BergMichael Hansen and Douglas Braunstein. Mr. Crowe has informed us that he intends

As noted above, in the Settlement, the Company agreed to resign fromhave the Board immediately priorvote to amend the Company's Amended and Restated Certificate of Incorporation to declassify Company's Board and submitt a proposal to the stockholders regarding the same, which the Company is doing at the 2023 Annual Meeting and is not standingMeeting. If the Declassification Proposal passes, directors up for reelection.

Although we do not have a formal policy regarding director attendance at the annual meeting, all directors are encouraged to attend. All then-standing directors and director nominees plan to virtually attend the 2022 Annual Meeting.

Our Board of Directors has affirmatively determined that Jeffrey Crowe, Madhu Pawar, Erez Shachar, Curtis Warfield, Jacqueline Yeaney, Charles Berg and new director nominee, Jon CohenMichael Hansen are each an “independent director,” as defined under the Nasdaq Rules. As part of the Board’s review of the independence of Board members, questionnaires are used on an annual basis (or when a new director is added) to gather input to assist the Nominating and Corporate Governance Committee and the Board in their determinations of the independence of the non-employee directors. In evaluating and determining the independence of the directors, the Board considered that Talkspace may have certain relationships with its directors. Specifically, the Board of Directors considered that certain of our directors are affiliated with significant stockholders of the Company.

The Nominating and Corporate Governance Committee is responsible for identifying and reviewing the qualifications of potential director candidates and recommending to the Board those candidates to be nominated for election to the Board.

To facilitate the search process for director candidates, the Nominating and Corporate Governance Committee may solicit our current directors and executives for the names of potentially qualified candidates or may ask directors and executives to pursue their own business contacts for the names of potentially qualified candidates. The Nominating and Corporate Governance Committee may also consult with outside advisors or retain search firms to assist in the search for qualified candidates, or consider director candidates recommended by our stockholders. Once potential candidates are identified, the Nominating and Corporate Governance Committee reviews the backgrounds of those candidates, evaluates candidates’ independence from us and potential conflicts of interest, and determines if candidates meet the qualifications desired by the Nominating and Corporate Governance Committee of candidates for election as director.

Stockholders may recommend individuals to the Nominating and Corporate Governance Committee for consideration as potential director candidates by submitting the names of the recommended individuals, together with appropriate biographical information and background materials, to the Nominating and Corporate Governance Committee, c/o General Counsel,Chief Legal Officer, Talkspace, Inc., 2578 Broadway #206, New York, New York 10025.Assuming that appropriate biographical and background material has been provided on a timely basis in accordance with applicable state corporate law, federal securities laws, our Amended and Restated Certificate of Incorporation and our by-laws, the Nominating and Corporate Governance Committee will evaluate stockholder-recommended candidates by following the same process, and applying the same criteria, as it follows for candidates submitted by others.

Stockholders of the Company may communicate directly with the independent members of the Board or any Chair of a Board committee about corporate governance, corporate strategy, Board-related matters or other substantive matters that our General Counsel considerChief Legal Officer considers to be important for the director(s) to know, by addressing any communications to the intended recipient by name or position in care of: Talkspace, Inc., Attn: General Counsel, 2578 Broadway #206, New York, New York 10025, subject to compliance with the requirements and parameters noted below. Such communications may be made confidentially or anonymously.

All communications, including stockholder recommendations of director candidates, must be accompanied by the following regarding the person submitting the communication: a statement of the type and amount of the securities of the Company that the person holds, and the address, telephone number and e-mail address, if any, of the person.

Communications deemed to comply with the above requirements and to be appropriate for delivery will be delivered to the applicable director(s) on a periodic basis, generally in advance of each regularly scheduled meeting of the Board. Concerns relating to accounting, internal accounting controls, auditing matters or questionable financial practices will be handled in accordance with the procedures established by the Audit Committee with respect to such matters.

Our Board of Directors exercises its discretion in combining or separating the roles of Chairman of the Board and Chief Executive Officer as it deems appropriate in light of prevailing circumstances. We believe that we, like many U.S. companies, are well-served by a flexible leadership structure. Currently, the roles are combined,separated, with Mr. Braunstein serving as Chairman of the Board and InterimDr. Cohen serving as Chief Executive Officer. Our Board has determined that combiningSeparating these positions allows the roles of Chairman of the Board and Interim Chief Executive Officer is best for our company and its stockholders at this time because it promotes unified leadership by Mr. Braunstein and allows for a single, clearto focus for management to executeon the full-time job of running the Company’s strategybusiness, while allowing the Chairman to lead the Board in its fundamental role of providing advice to and business plans. Ourindependent oversight of management. The Board is comprised of individuals withalso believes that separating the Chairman and Chief Executive Officer positions provides

Our Audit Committee is responsible for overseeing our risk management process. Our Audit Committee focuses on our general risk management policies and strategy, the most significant risks facing us, including cybersecurity, and oversees the implementation of risk mitigation strategies by management.

Our Compensation Committee is responsible for overseeing risks related to our compensation programs. programs and human capital management.

Our Board is also apprised of particular risk management matters in connection with its general oversight role, including business continuity risks relating to the ongoing COVID-19 pandemic, and approval of corporate matters and significant transactions. The Board does not believe that its role in the oversight of our risks affects the Board’s leadership structure.

Our Board has adopted an Insider Trading Compliance Policy, which applies to all of our directors, officers and employees. Unless pre-approved by our Board in each instance, the policy prohibits our directors, officers and employees and any entities they control from purchasing financial instruments such as prepaid variable forward contracts, equity swaps, collars, and exchange funds, or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s equity securities, or that may cause an officer, director, or employee to noNo longer have the same objectives as the Company’s other stockholders.

We have adopted a Code of Business Conduct and Ethics that applies to all of our directors, our CEO, CFO, CAO, other officers and employees. A copy of the code is available on our website at www.talkspace.com in the “Governance” section of the “Investors” page. We expect that any amendments to the code, or any waivers of its requirements, that are required to be disclosed by SEC rules or Nasdaq Rules will be disclosed on our website.

There were 7 meetings of the Board during the fiscal year ended December 31, 2021.2022. During the fiscal year ended December 31, 2021,2022, each director attended at least 90% of the aggregate of (i) all meetings of the Board during the period in which he or she served as a director and (ii) all meetings of the committees on which the director served during the period in which he or she served as a director.

Under our Corporate Governance Guidelines, which are available on our website at www.talkspace.com, a director is expected to spend the time and effort necessary to properly discharge his or her responsibilities. Accordingly, a director is expected to regularly prepare for and attend meetings of the Board and all committees on which the director sits (including separate meetings of the independent directors), with the understanding that, on occasion, a director may be unable to attend a meeting. A director who is unable to attend a meeting of the Board or a committee of the Board is expected to notify the Chairman of the Board or the Chairman of the appropriate committee in advance of such meeting, and, whenever possible, participate in such meeting via teleconference in the case of an in-person meeting. We do not maintain a formal policy regarding director attendance at the Annual Meeting; however, it is expected that, absent compelling circumstances, directors will attend.

The following matrix summarizes the diversity of our Board pursuant to Nasdaq’s Board Diversity Rule as of July 25, 2022.September 1, 2023.

Our Board has established three standing committees—Audit, Compensation and Nominating and Corporate Governance—each of which operates under a written charter that has been approved by our Board.

The Audit Committee charter is available on our website at www.talkspace.com. The current members of the Audit Committee are Jeffrey Crowe,Michael Hansen, Madhu Pawar, Curtis Warfield and Jacqueline Yeaney, with Curtis Warfield serving as Chair. Our Board has determined that each of Jeffrey Crowe,Michael Hansen, Madhu Pawar, Curtis Warfield and Jacqueline Yeaney are independent directors under Nasdaq Rules and the additional independence standards applicable to audit committee members established pursuant to Rule 10A-3 under the Exchange Act. Our board of directors has also determined that each of Jeffrey Crowe,Michael Hansen, Madhu Pawar, Curtis Warfield, and Jacqueline Yeaney meets the “financial literacy” requirement for audit committee members under the Nasdaq Stock Market Rules and Curtis Warfield is an “audit committee financial expert” within the meaning of the SEC rules.

Pursuant to the Compensation Committee’s charter, which is available on our website at www.talkspace.com, the Compensation Committee has the authority to retain or obtain the advice of compensation consultants, legal counsel and other advisors to assist in carrying out its responsibilities. The Compensation Committee generally considers the Interim Chief Executive Officer’s input when making recommendations regarding the compensation of non-employee directors and executive officers (other than the Interim Chief Executive Officer). In 2021,2022, in order to design a competitive executive compensation program that will continue to attract top executive talent and reflect our compensation philosophy, the Compensation Committee retained Meridian as an independent compensation consultant to provide executive compensation advisory services, help evaluate our compensation philosophy and objectives and provide guidance in designing, maintaining, and administering our executive compensation program. The Compensation Committee evaluated Meridian’s independence pursuant to the requirements of Nasdaq Rules and SEC rules and determined that Meridian does not have any conflicts of interest in advising the Compensation Committee. Meridian did not provide any other services to the Company in 2021.2022.

The Compensation Committee may delegate its authority under its charter to a subcommittee as it deems appropriate from time to time. The Compensation Committee has the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it deems appropriate, including the authority to request any officer, employee or adviser of the Company to meet with the Compensation Committee or any advisers engaged by the Compensation Committee. In addition to the foregoing and other authority expressly delegated to the Compensation Committee in the charter, the Compensation Committee may also exercise any other powers and carry out any other responsibilities consistent with the charter, the purposes of the Compensation Committee, the Company’s Bylaws and applicable Nasdaq Rules.

The Nominating and Corporate Governance Committee charter is available on our website at www.talkspace.com. Our Nominating and Corporate Governance Committee consists of Erez Shachar, Madhu Pawar, and Jacqueline Yeaney, with Jacqueline Yeaney serving as chair. Mr. Shachar and Ms. Yeaney meet the requirements for independence under the current Nasdaq Rules. The composition of our Nominating and Corporate Governance Committee meets the requirements for independence under the Nasdaq Rules. The Nominating and Corporate Governance Committee has the authority to consult with outside advisors or retain search firms to assist in the search for qualified candidates, or consider director candidates recommended by our stockholders.

In this Compensation Discussion and Analysis (“CD&A”),section, we provide an overview and analysis of the compensation awarded to or earned by our NEOsnamed executive officers identified in the Summary Compensation Table below (each, an “NEO”) during fiscal 2021,2022, including the elements of our compensation program for NEOs, material compensation decisions made under that program for fiscal 20212022 and the material factors considered in making those decisions. In reviewing this executive compensation section, please note that we are a “smaller reporting company” as defined under applicable SEC rules and we are permitted to include scaled disclosure with respect to certain executive compensation information otherwise required by Item 402 of Regulation S-K. However, in order to give additional context regarding our executive compensation programs, we have included a more fulsome explanation of our compensation programs and philosophies. Our NEOs for the year ended December 31, 20212022 are:

Roni Frank, our former HeadOn November 7, 2022, the Board of Clinical Services.Directors appointed Dr. Jon R. Cohen to the position of Chief Executive Officer of the Company, effective as of November 9, 2022. Dr. Cohen has served as a Class I Director since July 2022. In connection with his appointment as Chief Executive Officer, Dr. Cohen continues to serve as a member of the Board, but stepped off the Board committees on which he was previously serving. In connection with Dr. Cohen’s appointment, Mr. Douglas Braunstein, who had been serving as Interim Chief Executive Officer since November 2021, stepped down from such position as the time at which Dr. Cohen’s appointment became effective. Mr. Braunstein continues to serve as Chairman of the Board, a role he has held since the consummation of the Business Combination.

We are committed to having strong governance standards with respect to our compensation programs, procedures and practices. Our key compensation practices include the following:

The key objective in our executive compensation program is to attract, motivate, and reward leaders who create an inclusive and diverse environment and have the skills and experience necessary to successfully execute on our strategic plan to maximize stockholder value. Our executive compensation program is designed to:

We strive to set our overall total compensation at a competitive level. Executives may be compensated above or below the targeted market position based on factors such as experience, performance, scope of position and the competitive demand for proven executive talent, as described further below under “Determination of Executive Compensation.”

The Compensation Committee is responsible for establishing and overseeing our executive compensation programs and will annually review and recommend to the Board for approval the compensation to be provided to our executive officers.

In setting executive compensation, the Compensation Committee will consider a number of factors, including the recommendations of our Interim Chief Executive Officer (other than with respect to the Interim Chief Executive Officer’s own compensation) and our human resources team, current and past total compensation, competitive market data and analysis provided by the Compensation Committee’s independent compensation consultant, Company performance and each executive’s impact on performance, each executive’s relative scope of responsibility and potential, each executive’s individual performance and demonstrated leadership, and internal equity pay considerations. Our Interim Chief Executive Officer’s recommendations are based on his evaluation of each other executive officer’s individual performance and contributions, of which our Interim Chief Executive Officer has direct knowledge. Our Board makes decisions regarding our Interim Chief Executive Officer’s and other executive officers’ compensation, following recommendations from the Compensation Committee.

In order to design a competitive executive compensation program that will continue to attract top executive talent and reflect our compensation philosophy, our Compensation Committee has retained Meridian as an independent compensation consultant to provide executive compensation advisory services, help evaluate our compensation philosophy and objectives and provide guidance in designing, maintaining, and administering our executive compensation program. The Compensation Committee has evaluated Meridian’s independence pursuant to the requirements of Nasdaq Rules and SEC rules and has determined that Meridian does not have any conflicts of interest in advising the Compensation Committee. Meridian did not provide any other services to the Company in 2021.2022.

We are in the process of developing a peer group with Meridian and we expect to refer to this peer group in structuring our executive compensation program for fiscal year 2022.2023. Our Compensation Committee may also refer to compensation survey data.

In addition, our NEOs are eligible to participate in our health and welfare programs and our 401(k) plan on the same basis as our other employees. We also maintain severance and change in control arrangements, which aid in attracting and retaining executive talent and help executives to remain focused and dedicated during potential transition periods due to a change in control. Each of these elements of compensation for 20212022 is described further below.

The base salaries of our NEOs are an important part of their total compensation package, and are intended to reflect their respective positions, duties and responsibilities. Base salaries provide our NEOs with a reasonable degree of financial certainty and stability. Our Compensation Committee intends to annually review and determine the base salaries of our executives and evaluate the base salaries of new hires at the time of hire. In 2021, we approved incremental base salary increases for our NEOs in connection with their entrance into new employment offer letters after our Business Combination, as further described below under “Named Executive Officer Employment Agreements”. Ms. Fulk’s annual base salary was approved in connection with the commencement of her employment after our Business Combination. Following such determinations, our NEOs’ base salaries were as set forth below:

We view equity-based compensation as a critical component of our balanced total compensation program. Equity-based compensation creates an ownership culture among our employees that provides an incentive to contribute to the continued growth and development of our business and aligns the interestsinterest of executives with those of our stockholders. We do not currently have any formal policy for determining the number of equity-based awards to grant to NEOs. In determining the number and grant date value of equity-based awards granted to the NEOs shortly following the closing of the Business Combination, the Board and the Compensation Committee considered the recommendations of Meridian, taking into account market comparables and the practices of similarly situated newly public companies.

In 2021,2022, we maintained the 2014 Stock Incentive Plan (the “2014 Plan”), which was terminated in connection withimplemented prior to the closing of the Business Combination. Under the 2014 Plan, we offered awards of stock options to eligible service providers, including our NEOs.NEOs who were employed by us prior to the Business Combination (i.e., Mr. Reilly and Mr. Margolin). In connection with the closing of the Business Combination and the adoption of the 2021 Incentive Award Plan (the “2021 Plan”), no further awards will behave been granted under the 2014 Plan; however, any outstanding awards granted under the 2014 Plan will remain outstanding, subject to the terms of the 2014 Plan and

In connection with the Business Combination, we adopted ourThe Executive Severance Plan (as amended and restated, the “Executive Severance Plan”), which provides certain of our executives, including our NEOs (other than Mr. Braunstein), with severance benefits and payments upon certain terminations without cause or, following a change in control, resignations for good reason. Our Compensation Committee believes that the Executive Severance Plan is necessary to attract and retain executive talent and is a customary component of executive compensation. In

The following table contains information about the compensation earned by each of our NEOs during fiscal years ended December 31, 20212022 and December 31, 2020.2021.