We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Harmonic Inc | NASDAQ:HLIT | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 9.20 | 9.20 | 9.52 | 9.55 | 9.10 | 9.22 | 7,936,060 | 01:00:00 |
Filed by the Registrant ☒
|
| |
Filed by a Party other than the Registrant ☐
|
☐
|
| |
Preliminary Proxy Statement
|
☐
|
| |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
☒
|
| |
Definitive Proxy Statement
|
☐
|
| |
Definitive Additional Materials
|
☐
|
| |
Soliciting Material Pursuant to §240.14a-12
|
By Order of the Board of Directors,
|
|
Timothy C. Chu
|
Corporate Secretary
|
|
|
| |
Page
|
|
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | |
|
1
|
2
|
|
|
3
|
4
|
|
|
Name
|
| |
Director Since
|
| |
Independent
|
| |
Principal Occupation
|
|
|
Patrick Gallagher
|
| |
2007
|
| |
Yes
|
| |
Board Director
|
|
|
Patrick J. Harshman
|
| |
2006
|
| |
No
|
| |
President and CEO, Harmonic Inc.
|
|
|
Deborah L. Clifford
|
| |
2018
|
| |
Yes
|
| |
Chief Financial Officer, SurveyMonkey
|
|
|
David Krall
|
| |
2018
|
| |
Yes
|
| |
Strategic Advisor, Roku
|
|
|
Mitzi Reaugh
|
| |
2012
|
| |
Yes
|
| |
Technology Executive
|
|
|
Susan Swenson
|
| |
2012
|
| |
Yes
|
| |
Board Director
|
|
|
Nikos Theodosopoulos
|
| |
2015
|
| |
Yes
|
| |
Founder, NT Advisors LLC
|
|
|
5
|
Patrick Gallagher
Age: 65 Board Chair Board Committees: Compensation Committee Corporate Governance & Nominating Committee |
| |
Experience
Mr. Gallagher has been a director since October 2007 and was elected Board Chair in April 2013. Mr. Gallagher is currently the board chair of Intercloud SAS, a provider of access solutions to cloud applications, and is a director of Ciena Corporation, a supplier of networking equipment, software and services, where he serves on the compensation committee and is chair of the governance and nominations committee. Mr. Gallagher also currently serves as the board chair of Mirabeau SAS, a global wine business. From June 2008 to June 2015, he served as a director of Sollers JSC. From March 2008 to March 2012, Mr. Gallagher was the board chair of Ubiquisys Ltd., a UK company which develops and supplies femtocells and small cells for the 3G/4G/LTE mobile wireless market. From January 2008 until February 2009, Mr. Gallagher was the board chair of Macro 4 plc, a FTSE-listed global software solutions company. From May 2006 until March 2008, he was vice chair of Golden Telecom Inc., a NASDAQ-listed facilities-based provider of integrated communications. From 2003 until 2006, Mr. Gallagher was executive vice chair and served as chief executive officer of FLAG Telecom Group, a NASDAQ-listed global telecommunications company which owned and managed a subsea optical fiber network. From 1985 to 2002, Mr. Gallagher held senior management positions at BT Group, including group director of strategy & development, president of BT Europe and as a member of the BT executive committee. Mr. Gallagher holds a B.A. in Economics with honors from Warwick University. Qualifications We believe that Mr. Gallagher’s qualifications to serve on our Board include his more than 30 years of experience in the global telecom, Internet and media industries, with a strong track record in building international businesses. He brings particular strategic and operational insight to Harmonic’s international business and has significant experience in chairing both public and private companies. |
Patrick Harshman
Age: 55 Board Committees: None. |
| |
Experience
Mr. Harshman has been a director since May 2006. Mr. Harshman joined the Company in 1993 and was appointed President and Chief Executive Officer in May 2006. Prior to 2006, he held several executive leadership positions for Harmonic including management of marketing, international sales, product management, and research and development functions. Mr. Harshman earned a Ph.D. in Electrical Engineering from the University of California, Berkeley, and completed an executive management program at Stanford University. Qualifications We believe that Mr. Harshman’s qualifications to serve on our Board include his many years of industry experience and extensive customer relationships, his management and operational experience, and his strong background in driving Harmonic’s market-leading broadband and video technologies. |
6
|
|
Deborah L. Clifford
Age: 46 Board Committees: Audit Committee |
| |
Experience
Ms. Clifford has been a director since October 2018. Ms. Clifford currently serves as the chief financial officer of SurveyMonkey, a leading global survey software company. She oversees all aspects of finance including financial planning and analysis, accounting, tax, treasury, investor relations, strategic planning and corporate development. Previously, from September 2005 to June 2019, Ms. Clifford held a variety of finance positions of increasing scope and responsibility at Autodesk, a leading 3D design, engineering and entertainment software company. Most recently, she served as Vice President of Financial Planning and Analysis and was a lead architect of Autodesk’s financial transformation from selling perpetual licenses to becoming a SaaS provider. Prior to Autodesk, Ms. Clifford held positions at Virage, Inc. and Ernst & Young. She currently serves on the board of trustees of GeoHazards International, a non-profit organization dedicated to disaster prevention in the developing world. Ms. Clifford is a National Association of Corporate Directors (NACD) Governance Fellow. Ms. Clifford holds a Bachelor of Arts degree in political science with a business specialization from the University of California, Los Angeles, and an MBA from the Stanford Graduate School of Business. She is a certified public accountant (inactive) in the state of California. Qualifications We believe that Ms. Clifford’s qualifications to serve on our Board include her extensive finance, operational and business transformation leadership experience at technology companies. |
David Krall
Age: 59 Board Committees: Compensation Committee Corporate Governance & Nominating Committee |
| |
Experience
Mr. Krall has been a director since February 2018. Mr. Krall has served as a strategic advisor to Roku, Inc., a leading manufacturer of media players for streaming entertainment, since December 2010, and to Universal Audio, Inc., a manufacturer of audio hardware and software plug-ins, since August 2011. In 2010, he served as president and chief operating officer of Roku, where he was responsible for managing all functional areas of the company, and prior to that, Mr. Krall spent two years as president and chief executive officer of QSecure, Inc., a developer of secure credit card technologies. From 1995 to July 2007, Mr. Krall held a variety of positions of increasing responsibility and scope at Avid Technology, Inc., a leading provider of digital media creation tools for the media and entertainment industry, including serving as the company’s president and chief executive officer for seven years. Earlier in his career, Mr. Krall worked in engineering and project management at several companies. Mr. Krall currently serves on the board of directors of Universal Audio, Inc. and Progress Software Corporation, where he is the chair of the compensation committee, and Mr. Krall is the board chair of Audinate Pty Ltd. He also serves on the boards of privately-held companies WeVideo, Inc. and Rombauer Vineyards. Mr. Krall previously served on the board of Quantum Corporation from August 2011 to March 2017. Mr. Krall holds a B.S. and M.S. in Electrical Engineering from the Massachusetts Institute of Technology and an MBA, with distinction, from Harvard Business School. Qualifications We believe that Mr. Krall’s qualifications to serve on our Board include his many years of executive leadership and board experience at technology companies, and particularly his extensive experience in the digital and streaming media industries. |
|
7
|
Mitzi Reaugh
Age: 42 Board Committees: Compensation Committee (Chair) |
| |
Experience
Ms. Reaugh has been a director since July 2012. From September 2018 to March 2020, she was the chief executive officer and president at Jaunt Inc., an immersive software company, where she was previously vice president, global business development and strategy, from November 2016 to September 2018. Ms. Reaugh is the co-founder of GoodLooks, LLC, an online marketplace of lifestyle experts and she served as GoodLooks’ chief executive officer from January 2015 to November 2016. From October 2013 to January 2015, Ms. Reaugh served as an Executive-in-Residence at The Chernin Group, a media and production company that manages, operates and invests in businesses in the media, entertainment and technology sectors. From March 2011 to October 2013, she was the senior vice president, strategy and business development at Miramax, a film and television studio. Prior to joining Miramax, Ms. Reaugh served as senior vice president, client solutions at The Nielsen Company, from February 2010 to March 2011. Before Nielsen, she held leadership roles at NBC Universal and worked as a management consultant at McKinsey & Company. Ms. Reaugh served as a non-executive director on the board of Entertainment One Ltd., from November 2016 to December 2019, where she also served on the audit, nomination, disclosure and remuneration committees. Ms. Reaugh holds an M.B.A, from the University of Pennsylvania Wharton School of Business and a B.A. in Economics from Claremont McKenna College. Qualifications We believe that Ms. Reaugh’s qualifications to serve on our Board include being a senior digital media executive and having been at the leading edge of the growth of the digital media industry for over twenty years. She also brings extensive strategic experience and insight to the Board. |
Nikos Theodosopoulos
Age: 57 Board Committees: Audit Committee (Chair) |
| |
Experience
Mr. Theodosopoulos has been a director since March 2015. Mr. Theodosopoulos is the founder of NT Advisors LLC, an advisory and consulting company. From August 1995 through July 2012, Mr. Theodosopoulos served in various capacities with UBS, a global provider of financial services, most recently as managing director of technology equity research. From April 1994 to August 1995, he was a senior equity research analyst for Bear, Stearns & Co., an investment banking firm that was acquired by JPMorgan Chase in 2008, and from January 1990 to April 1994, he worked as an account executive for AT&T Network Systems. Mr. Theodosopoulos serves on the board of Arista Networks, Inc., where he also serves on the audit committee and the nominating and corporate governance committee, and as chair of the supervisory board of ADVA Optical Networking SE, where he also serves on the audit committee and the compensation and nomination committee. Theodosopoulos holds a B.S. in Electrical Engineering from Columbia University, a M.S. in Electrical Engineering from Stanford University and an M.B.A. from New York University’s Stern School of Business. Qualifications We believe that Mr. Theodosopoulos’ qualifications to serve on our Board include his significant experience in banking and finance focused on technology companies, and his experience on the boards of directors of major technology companies. |
8
|
|
Susan G. Swenson
Age: 71 Board Committees: Audit Committee Corporate Governance & Nominating Committee (Chair) |
| |
Experience
Ms. Swenson has been a director since February 2012. Ms. Swenson currently serves on the board of Vislink Technologies, Inc., a provider of wireless video communications products, where she is board chair and chair of the audit committee. Ms. Swenson also serves on the board of Sonim Technologies Inc., a developer of ruggedized specialty mobile phones and is chair of the compensation committee and is a member of the audit committee. From August 2012 to August 2018, Ms. Swenson served on the board of FirstNet, an independent authority within the NTIA/Department of Commerce responsible for establishing a single nationwide public safety broadband network, and was chair of the board from 2014 to 2018. From October 2015 to June 2017, Ms. Swenson served as chair and chief executive officer of Inseego Corp. (previously Novatel Wireless, Inc.), a provider of wireless Internet solutions, and served as the board chair from April 2014 to June 2017 after joining the Novatel Wireless board in 2012. From March 2008 to April 2011, Ms. Swenson served as president and chief executive officer of Sage Software-North America, the North American division of The Sage Group PLC, a global supplier of business management software and services. From August 2007 to March 2008, she was chief operating officer at Atrinsic, Inc. a digital content company. Prior to joining Atrinsic, Inc., she served as chief operating officer of Amp’d Mobile, Inc, a mobile virtual network start-up, from 2006 to 2007. Ms. Swenson was the president and chief operating officer of T-Mobile USA from 2004 to 2005 and of Leap Wireless International, Inc. from 1999 to 2004. She served as the president and chief executive officer of Cellular One from 1994 to 1999. From 1979 to 1994 she served in various management capacities at Pacific Bell, ultimately serving as president and chief operating officer of PacTel Cellular and vice president, Pacific Bell - Northern California Business Unit. Ms. Swenson previously served on the board of Wells Fargo from 1998 to December 2017. Ms. Swenson holds a B.A. in French from San Diego State University. Qualifications We believe that Ms. Swenson’s qualifications to serve on our Board include her over 30 years of US senior executive experience in the communications industry and her strong technology operations expertise. She brings to the Board two decades of board and committee service, as well as extensive executive experience, from building and growing technology start-up businesses to transforming enterprise businesses to meet market and competitive challenges. |
|
|
| |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING “FOR”
EACH OF THE DIRECTOR NOMINEES SET FORTH ABOVE. |
| |
|
|
|
9
|
10
|
|
|
11
|
12
|
|
|
13
|
•
|
Initial Grants. Each new non-employee director who joins the Board (excluding a former employee director who ceases to be an employee director, but who remains a director) is entitled to receive stock options or RSUs, or a mix thereof, on the date that the individual is first appointed or elected to the Board, as determined by the Board in its sole discretion.
|
•
|
Ongoing Grants. Each non-employee director who has served on the Board for at least six months, as of the date of grant, will receive an annual grant of stock options or RSUs, or a mix thereof, as determined by the Board in its sole discretion. Ongoing grants have historically been made in the first quarter of each fiscal year and have been comprised of only RSUs. Under the Company’s 2019 non-employee director compensation program, non-employee directors received an RSU award with a grant date value of $120,000 that vested in full after 1 year.
|
•
|
Discretionary Grants. The Board may make discretionary grants of stock options or RSUs, or a mix thereof, to any non-employee director.
|
|
Name
|
| |
Fees Paid in Cash($)
|
| |
Stock Awards ($)(1)(2)
|
| |
Option Awards ($)
|
| |
Total ($)
|
|
|
Patrick Gallagher
|
| |
89,500
|
| |
119,995
|
| |
—
|
| |
209,495
|
|
|
Deborah L. Clifford
|
| |
51,000
|
| |
119,995
|
| |
—
|
| |
170,995
|
|
|
David Krall
|
| |
46,097
|
| |
119,995
|
| |
—
|
| |
166,092
|
|
|
E. Floyd Kvamme(3)
|
| |
25,071
|
| |
119,995
|
| |
—
|
| |
145,066
|
|
|
Mitzi Reaugh
|
| |
49,143
|
| |
119,995
|
| |
—
|
| |
169,138
|
|
|
Susan G. Swenson
|
| |
62,000
|
| |
119,995
|
| |
—
|
| |
181,995
|
|
|
Nikos Theodosopoulos
|
| |
67,000
|
| |
119,995
|
| |
—
|
| |
186,995
|
|
(1)
|
The amounts in this column represent the aggregate grant date fair value of awards for grants of RSUs to each listed non-employee director in 2019, computed in accordance with applicable accounting guidance. These amounts do not represent the actual amounts paid to or realized by the directors during 2019 or thereafter. The grant date fair market value of the RSUs is based on the closing market price of the Common Stock on the date of grant.
|
(2)
|
Grants of RSUs under our 2002 Director Stock Plan were made on April 3, 2019, to each of the Company’s non-employee directors. Each RSU grant was for 21,238 shares and vested in full on February 15, 2020; provided, however, Mr. Kvamme’s grant vested in part (approximately thirty percent) when he retired from the Board in June 2019 after not standing for reelection at the 2019 annual meeting of stockholders.
|
(3)
|
Mr. Kvamme did not stand for reelection at our 2019 annual meeting of stockholders, and therefore received prorated director fees through the date of his retirement.
|
|
Name
|
| |
Unvested Restricted Stock Units Outstanding
|
| |
Stock Options Outstanding
|
|
|
Patrick Gallagher
|
| |
21,238
|
| |
—
|
|
|
Deborah L. Clifford
|
| |
41,102
|
| |
—
|
|
|
David Krall
|
| |
51,285
|
| |
—
|
|
|
E. Floyd Kvamme(1)
|
| |
—
|
| |
—
|
|
|
Mitzi Reaugh
|
| |
21,238
|
| |
—
|
|
14
|
|
|
Name
|
| |
Unvested Restricted Stock Units Outstanding
|
| |
Stock Options Outstanding
|
|
|
Susan G. Swenson
|
| |
21,238
|
| |
—
|
|
|
Nikos Theodosopoulos
|
| |
21,238
|
| |
30,000
|
|
(1)
|
Mr. Kvamme did not stand for reelection at our 2019 annual meeting of stockholders.
|
|
15
|
•
|
Our Compensation Committee retains an independent compensation consultant to assist it in the evaluation of appropriate cash and equity compensation for executive management.
|
•
|
The compensation philosophy of our Compensation Committee includes relating each of the individual components of executive management compensation to overall Company performance.
|
•
|
The compensation philosophy of our Compensation Committee includes tying incentive bonus payments to the achievement of objective performance parameters.
|
•
|
The compensation philosophy of our Compensation Committee includes putting at risk a significant portion of each executive’s total target compensation and rewarding our executive management for superior performance by the Company.
|
•
|
The compensation philosophy of our Compensation Committee includes reflecting competitive market requirements and strategic business needs in determining the appropriate mix of cash and non-cash, and short-term and long-term, compensation.
|
|
|
| |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ADVISORY VOTE APPROVING NAMED EXECUTIVE OFFICER COMPENSATION.
|
| |
|
|
16
|
|
|
17
|
1.
|
number of shares of Common Stock covered by each ESPP option;
|
2.
|
number of shares of Common Stock each participant may purchase in an offering period;
|
3.
|
number of shares of Common Stock available for sale under the ESPP; and
|
18
|
|
4.
|
price per share of Common Stock covered by each ESPP option.
|
1.
|
change the offering periods;
|
2.
|
limit the frequency and number of changes in the amount withheld during an offering period;
|
3.
|
establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars;
|
4.
|
permit payroll withholding in excess of the amount designated by a participant in order to adjust for delays or mistakes in our processing of properly completed withholding elections;
|
5.
|
establish reasonable waiting and adjustment periods and accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock properly correspond with amounts withheld; and
|
6.
|
establish such other limitations or procedures as the Administrator determines, in its sole discretion, to be advisable and which are consistent with the ESPP.
|
|
|
| |
ESPP Transactions 2019
|
| |||
|
|
| |
Number of Shares
Purchased |
| |
Weighted Average
Purchase Price |
|
|
All named executive officers as a group (5 persons)
|
| |
6,000
|
| |
$3.94
|
|
|
All employees, other than named executive officers, as a group (515 persons)(1)
|
| |
1,031,366
|
| |
$3.94
|
|
(1)
|
We had 1,172 employees as of December 31, 2019, 53 of which were not eligible to participate in the ESPP due to being located in countries where the Company does not offer the ESPP.
|
|
19
|
|
|
| |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING “FOR” THE APPROVAL OF THE PROPOSED AMENDMENT TO THE 2002 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE THEREUNDER BY 1,000,000 SHARES.
|
| |
|
|
20
|
|
|
|
| |
Amount
|
|
|
Shares available for grant under all active equity plans (i.e., 1995 Plan and 2002 Director Stock Plan):
|
| |
3,740,070
|
|
|
Stock options outstanding under all active and inactive equity plans:
|
| |
1,558,001
|
|
|
Weighted average term of outstanding stock options under all active and inactive equity plans:
|
| |
1.9 years
|
|
|
Weighted average exercise price of outstanding options under all active and inactive equity plans:
|
| |
$5.84
|
|
|
Outstanding and unvested RSUs under all active and inactive equity plans
|
| |
3,454,088
|
|
|
|
| |
Amount
|
|
|
Shares available for future grant:
|
| |
3,436,256
|
|
|
Stock options outstanding:
|
| |
1,528,001
|
|
|
Weighted average term of outstanding stock options:
|
| |
1.9 years
|
|
|
Weighted average exercise price of outstanding options:
|
| |
$5.81
|
|
|
Outstanding and unvested RSUs:
|
| |
3,280,096
|
|
|
21
|
|
|
| |
Stock Options
|
| |
Time-based RSUs
|
| |
Performance-based RSUs
|
|
|
Outstanding as of December 31, 2018
|
| |
3,068
|
| |
2,862
|
| |
541
|
|
|
Granted
|
| |
—
|
| |
2,312
|
| |
405
|
|
|
Exercised
|
| |
(801)
|
| |
—
|
| |
—
|
|
|
Vested
|
| |
—
|
| |
(2,089)
|
| |
(331)
|
|
|
Forfeited, canceled or expired
|
| |
(379)
|
| |
(99)
|
| |
—
|
|
|
Outstanding as of Dec. 31, 2019
|
| |
1,888
|
| |
2,986
|
| |
615
|
|
|
|
| |
|
| |
|
| |
|
|
|
Outstanding as of December 31, 2017
|
| |
3,880
|
| |
2,485
|
| |
419
|
|
|
Granted
|
| |
—
|
| |
2,423
|
| |
1,483
|
|
|
Exercised
|
| |
(239)
|
| |
—
|
| |
—
|
|
|
Vested
|
| |
—
|
| |
(1,834)
|
| |
(1,343)
|
|
|
Forfeited, canceled or expired
|
| |
(573)
|
| |
(212)
|
| |
(18)
|
|
|
Outstanding as of Dec. 31, 2018
|
| |
3,068
|
| |
2,862
|
| |
541
|
|
|
|
| |
|
| |
|
| |
|
|
|
Outstanding as of Dec. 31, 2016
|
| |
5,019
|
| |
2,989
|
| |
875
|
|
|
Granted
|
| |
30
|
| |
2,036
|
| |
1,510
|
|
|
Exercised
|
| |
(106)
|
| |
—
|
| |
—
|
|
|
Vested
|
| |
—
|
| |
(2,043)
|
| |
(1,141)
|
|
|
Forfeited, canceled or expired
|
| |
(1,063)
|
| |
(497)
|
| |
(825)
|
|
|
Outstanding as of Dec. 31, 2017
|
| |
3,880
|
| |
2,485
|
| |
419
|
|
22
|
|
|
23
|
24
|
|
|
25
|
26
|
|
(1)
|
See the “Grant of Plan-Based Awards” table on page 41 of this proxy statement for equity award grant dates and footnotes (2)-(4) to the table for vesting and other details of the awards to the Company’s NEOs.
|
|
|
| |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING “FOR” THE AMENDMENT TO THE COMPANY’S 1995 PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE THEREUNDER BY 4,000,000 SHARES.
|
| |
|
|
|
27
|
|
|
| |
2019
|
| |
2018
|
|
|
|
| |
(In thousands)
|
| |||
|
Audit Fees
|
| |
$1,361
|
| |
$1,198
|
|
|
Audit-Related Fees
|
| |
—
|
| |
—
|
|
|
Tax Fees
|
| |
3
|
| |
4
|
|
|
All Other Fees
|
| |
34
|
| |
20
|
|
|
Total
|
| |
$1,398
|
| |
$1,222
|
|
28
|
|
|
|
| |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING “FOR” THE RATIFICATION OF THE APPOINTMENT OF ARMANINO LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2020.
|
| |
|
|
1.
|
Reviewed and discussed the audited consolidated financial statements and certifications thereof with Company management and Armanino LLP and management has represented to the Audit Committee that Harmonic’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States;
|
2.
|
Discussed with Armanino LLP the matters required to be discussed by the applicable requirements of the PCAOB, including discussion of the quality and acceptability of Harmonic’s financial reporting process and controls, and the SEC; and
|
3.
|
Received the written disclosures and letter from Armanino LLP required by applicable requirements of the PCAOB regarding Armanino LLP’s communications with the Audit Committee concerning independence, discussed with Armanino LLP its independence, and considered whether the provision of the non-audit services described above was compatible with maintaining their independence.
|
|
29
|
|
Name
|
| |
Age
|
| |
Position
|
|
|
Patrick J. Harshman
|
| |
55
|
| |
President and Chief Executive Officer
|
|
|
Sanjay Kalra
|
| |
47
|
| |
Chief Financial Officer
|
|
|
Nimrod Ben-Natan
|
| |
52
|
| |
Senior Vice President and General Manager, Cable Access Business
|
|
|
Neven Haltmayer
|
| |
55
|
| |
Senior Vice President, Video R&D
|
|
|
Eric Louvet
|
| |
48
|
| |
Senior Vice President, Global Sales and Video Services
|
|
30
|
|
•
|
provide a competitive total compensation package to attract, retain and motivate executives who must operate in a demanding and rapidly changing business environment;
|
•
|
relate total compensation for each executive, consisting of base salary, annual cash bonus and equity awards, to overall Company performance and, in the case of base salary and equity awards, to individual performance;
|
•
|
tie incentive bonus compensation to the Company’s achievement of objective performance parameters;
|
•
|
reflect competitive market requirements and strategic business needs in determining the appropriate mix of cash and non-cash compensation and short-term (base salary and annual cash bonus) and long-term compensation (equity awards);
|
•
|
put at risk a significant portion of each executive’s total target compensation, with the intent to reward superior performance by the Company; and
|
•
|
align the interests of our executives with those of our stockholders.
|
|
31
|
|
A10 Networks
|
| |
Extreme Networks
|
|
|
ADTRAN
|
| |
Internap
|
|
|
Avid Technology
|
| |
NeoPhotonics
|
|
|
Brightcove Inc.
|
| |
QAD
|
|
|
CalAMP
|
| |
Quantenna Communications
|
|
|
Calix
|
| |
Ribbon Communications
|
|
|
Casa Systems
|
| |
TESSCO Technologies
|
|
|
DASAN Zhone Solution
|
| |
Universal Electronics
|
|
|
Digi International
|
| |
|
|
32
|
|
|
Name
|
| |
2018 Base Salary
|
| |
Increase to 2018
Base Salary |
| |
2019 Base Salary
|
|
|
Patrick Harshman
|
| |
$514,500
|
| |
3%
|
| |
$529,935
|
|
|
Sanjay Kalra
|
| |
$320,000
|
| |
12%
|
| |
$357,000
|
|
|
Nimrod Ben-Natan(1)
|
| |
$336,835
|
| |
3%
|
| |
$346,940
|
|
|
Neven Haltmayer
|
| |
$329,321
|
| |
3%
|
| |
$339,201
|
|
|
Eric Louvet
|
| |
$250,000
|
| |
5%
|
| |
$262,500
|
|
(1)
|
The base salary amount for Mr. Ben-Natan has been converted from Israeli Shekel.
|
|
Name
|
| |
2019 Base Salary
|
| |
Target Annual Bonus
as % of Base Salary |
| |
Applicable 2019 Incentive
Bonus Plan |
|
|
Patrick Harshman
|
| |
$529,935
|
| |
125%
|
| |
Corporate Bonus Plan
|
|
|
Sanjay Kalra
|
| |
$357,000
|
| |
60%
|
| |
Corporate Bonus Plan
|
|
|
Nimrod Ben-Natan(1)
|
| |
$346,940
|
| |
60%
|
| |
Cable Bonus Plan
|
|
|
Neven Haltmayer
|
| |
$339,201
|
| |
60%
|
| |
Video Bonus Plan
|
|
|
Eric Louvet
|
| |
$262,500
|
| |
100%
|
| |
Corporate Bonus Plan
|
|
(1)
|
The base salary amount for Mr. Ben-Natan has been converted from Israeli Shekel.
|
|
Corporate Bonus Plan
|
| |
Weight
|
| |
H1 Targets
(in millions) |
| |
H2 Targets
(in millions) |
|
|
Non-GAAP Company gross profit
|
| |
60%
|
| |
$99.7
|
| |
$133.2
|
|
|
Cable Access business revenue
|
| |
15%
|
| |
$36.7
|
| |
$82.4
|
|
|
New Video SaaS bookings
|
| |
15%
|
| |
$8.5
|
| |
$8.0
|
|
|
Non-GAAP functional spending(1)
|
| |
10%
|
| |
$138.4
|
| |
$138.6
|
|
(1)
|
Amounts shown are total Company spending targets, which were applicable to Mr. Harshman. The targets applicable to Messrs. Kalra and Louvet were components of the total Company spending targets.
|
|
33
|
|
Video Bonus Plan
|
| |
Weight
|
| |
H1 Targets
(in millions) |
| |
H2 Targets
(in millions) |
|
|
Non-GAAP Company gross profit
|
| |
20%
|
| |
$99.7
|
| |
$133.2
|
|
|
Non-GAAP Video business gross profit
|
| |
40%
|
| |
$84.4
|
| |
$ 89.6
|
|
|
New Video SaaS bookings
|
| |
30%
|
| |
$8.5
|
| |
$ 8.0
|
|
|
Non-GAAP functional spending(1)
|
| |
10%
|
| |
$30.7
|
| |
$ 29.9
|
|
(1)
|
Amounts shown are the spending targets for only Mr. Haltmayer’s function.
|
|
Cable Bonus Plan – H1
|
| |
Weight
|
| |
H1 Targets
(in millions, except for strategic objectives) |
|
|
Non-GAAP Company gross profit
|
| |
20%
|
| |
$99.7
|
|
|
Cable Access business revenue
|
| |
40%
|
| |
$36.7
|
|
|
Strategic objective 1
|
| |
15%
|
| |
Targeted node deployments with a key customer
|
|
|
Strategic objective 2
|
| |
15%
|
| |
Achieve field trial milestone with a key customer
|
|
|
Non-GAAP functional spending
|
| |
10%
|
| |
$19.8
|
|
|
Cable Bonus Plan – H2
|
| |
Weight
|
| |
H2 Targets
(in millions) |
|
|
Non-GAAP Company gross profit
|
| |
20%
|
| |
$133.2
|
|
|
Cable Access business revenue
|
| |
40%
|
| |
$ 82.4
|
|
|
Non-GAAP Cable Access gross profit
|
| |
30%
|
| |
$ 43.7
|
|
|
Non-GAAP functional spending
|
| |
10%
|
| |
$ 20.4
|
|
|
Company Gross Profit
|
| |
Video Bus Gross Profit
|
| |
New SaaS Bookings
|
| |
Functional Spending
|
| ||||||||||||
|
Achievement
|
| |
Payout
|
| |
Achievement
|
| |
Payout
|
| |
Achievement
|
| |
Payout
|
| |
Achievement
|
| |
Payout
|
|
|
87%
|
| |
0%
|
| |
90%
|
| |
0%
|
| |
70%
|
| |
0%
|
| |
90%
|
| |
125%
|
|
|
93%
|
| |
50%
|
| |
95%
|
| |
50%
|
| |
85%
|
| |
50%
|
| |
95%
|
| |
110%
|
|
|
100%
|
| |
100%
|
| |
100%
|
| |
100%
|
| |
100%
|
| |
100%
|
| |
100%
|
| |
100%
|
|
|
110%
|
| |
175%
|
| |
110%
|
| |
175%
|
| |
110%
|
| |
175%
|
| |
105%
|
| |
25%
|
|
|
115%
|
| |
200%
|
| |
115%
|
| |
200%
|
| |
115%
|
| |
200%
|
| |
>105%
|
| |
0%
|
|
|
Cable Access Revenue
|
| |
Strategic Objective 1
|
| |
Strategic Objective 2
|
| |||||||||
|
Achievement
|
| |
Payout
|
| |
Node deployments
|
| |
Payout
|
| |
Achieve Milestone
|
| |
Payout
|
|
|
70%
|
| |
0%
|
| |
<75%
|
| |
0%
|
| |
No
|
| |
0%
|
|
|
85%
|
| |
50%
|
| |
75%
|
| |
50%
|
| |
Yes
|
| |
100%
|
|
|
100%
|
| |
100%
|
| |
100%
|
| |
100%
|
| |
–
|
| |
–
|
|
|
110%
|
| |
175%
|
| |
≥150%
|
| |
200%
|
| |
–
|
| |
–
|
|
|
115%
|
| |
200%
|
| |
–
|
| |
–
|
| |
–
|
| |
–
|
|
34
|
|
|
Company Gross Profit
|
| |
Video Bus Gross Profit
|
| |
New SaaS Bookings
|
| |
Functional Spending
|
| ||||||||||||
|
Achievement
|
| |
Payout
|
| |
Achievement
|
| |
Payout
|
| |
Achievement
|
| |
Payout
|
| |
Achievement
|
| |
Payout
|
|
|
80%
|
| |
0%
|
| |
75%
|
| |
0%
|
| |
70%
|
| |
0%
|
| |
90%
|
| |
125%
|
|
|
90%
|
| |
50%
|
| |
85%
|
| |
50%
|
| |
80%
|
| |
50%
|
| |
95%
|
| |
110%
|
|
|
100%
|
| |
100%
|
| |
100%
|
| |
100%
|
| |
100%
|
| |
100%
|
| |
100%
|
| |
100%
|
|
|
110%
|
| |
200%
|
| |
110%
|
| |
200%
|
| |
110%
|
| |
200%
|
| |
105%
|
| |
25%
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
>105%
|
| |
0%
|
|
|
Cable Access Revenue
|
| |
Cable Access Gross Profit
|
| ||||||
|
Achievement
|
| |
Payout
|
| |
Achievement
|
| |
Payout
|
|
|
70%
|
| |
0%
|
| |
80%
|
| |
0%
|
|
|
85%
|
| |
50%
|
| |
90%
|
| |
50%
|
|
|
100%
|
| |
100%
|
| |
100%
|
| |
100%
|
|
|
110%
|
| |
200%
|
| |
110%
|
| |
200%
|
|
|
Corporate Bonus Plan
|
| |
Weight
|
| |
H1 Achievement
|
| |
H1 Payout
|
| |
H2 Achievement
|
| |
H2 Payout
|
|
|
Non-GAAP Company gross profit
|
| |
60%
|
| |
90.5%
|
| |
29.4%
|
| |
106.3%
|
| |
162.5%
|
|
|
Cable Access business revenue
|
| |
15%
|
| |
74.4%
|
| |
14.8%
|
| |
119.8%
|
| |
200%
|
|
|
New Video SaaS bookings
|
| |
15%
|
| |
72.2%
|
| |
7.4%
|
| |
47.6%
|
| |
0%
|
|
|
Non-GAAP functional spending
|
| |
10%
|
| |
87.9 - 92.6%
|
| |
117.5 -125%
|
| |
92.2 – 95%
|
| |
110 – 118.3%
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Mr. Harshman earned payout as % of H1 or H2 target bonus:
|
| |
|
| |
|
| |
32.7%
|
| |
|
| |
138.5%
|
|
|
Mr. Kalra earned payout as % of H1 or H2 target bonus:
|
| |
|
| |
|
| |
33.5%
|
| |
|
| |
139.3%
|
|
|
Mr. Louvet earned payout as % of H1 or H2 target bonus:
|
| |
|
| |
|
| |
33.4%
|
| |
|
| |
139.3%
|
|
|
35
|
|
Video Bonus Plan
|
| |
Weight
|
| |
H1 Achievement
|
| |
H1 Payout
|
| |
H2 Achievement
|
| |
H2 Payout
|
|
|
Non-GAAP Company gross profit
|
| |
20%
|
| |
90.5%
|
| |
29.4%
|
| |
106.3%
|
| |
162.5%
|
|
|
Non-GAAP Video business gross profit
|
| |
40%
|
| |
94.8%
|
| |
47.9%
|
| |
91.6%
|
| |
72.1%
|
|
|
New Video SaaS bookings
|
| |
30%
|
| |
72.2%
|
| |
7.4%
|
| |
47.6%
|
| |
0%
|
|
|
Non-GAAP functional spending
|
| |
10%
|
| |
96.6%
|
| |
106.9%
|
| |
96.6%
|
| |
106.8%
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Mr. Haltmayer earned payout as % of H1 or H2 target bonus:
|
| |
|
| |
|
| |
38.0%
|
| |
|
| |
72%
|
|
|
Cable Bonus Plan – H1
|
| |
Weight
|
| |
H1 Achievement
|
| |
H1 Payout
|
|
|
Non-GAAP Company gross profit
|
| |
20%
|
| |
90.5%
|
| |
29.4%
|
|
|
Cable Access business revenue
|
| |
40%
|
| |
74.4%
|
| |
14.8%
|
|
|
Strategic objective 1
|
| |
15%
|
| |
100%
|
| |
100%
|
|
|
Strategic objective 2
|
| |
15%
|
| |
0%
|
| |
0%
|
|
|
Non-GAAP functional spending
|
| |
10%
|
| |
96.2%
|
| |
107.6%
|
|
|
|
| |
|
| |
|
| |
|
|
|
Mr. Ben-Natan earned payout as % of H1 target bonus:
|
| |
|
| |
|
| |
37.6%
|
|
|
Cable Bonus Plan – H2
|
| |
Weight
|
| |
H2 Achievement
|
| |
H2 Payout
|
|
|
Non-GAAP Company gross profit
|
| |
20%
|
| |
106.3%
|
| |
162.5%
|
|
|
Cable Access business revenue
|
| |
40%
|
| |
119.8%
|
| |
200%
|
|
|
Non-GAAP Cable Access gross profit
|
| |
30%
|
| |
136%
|
| |
200%
|
|
|
Non-GAAP functional spending
|
| |
10%
|
| |
106.9%
|
| |
0%
|
|
|
|
| |
|
| |
|
| |
|
|
|
Mr. Ben-Natan earned payout as % of H2 target bonus:
|
| |
|
| |
|
| |
172.5%
|
|
36
|
|
|
37
|
38
|
|
|
39
|
|
Name & Principal Position
|
| |
Year
|
| |
Salary
|
| |
Bonus
|
| |
Stock
Awards(1) |
| |
Option
Awards |
| |
Non-Equity
Incentive Plan Compensation(2) |
| |
All Other
Compensation(3) |
| |
Total
|
|
|
Patrick J. Harshman,
President and CEO |
| ||||||||||||||||||||||||
|
|
| |
2019
|
| |
$ 529,935
|
| |
$—
|
| |
$ 2,252,000
|
| |
—
|
| |
$ 567,094
|
| |
$ 26,021
|
| |
$ 3,375,050
|
|
|
|
| |
2018
|
| |
514,500
|
| |
—
|
| |
1,064,200
|
| |
—
|
| |
739,551
|
| |
24,823
|
| |
2,343,074
|
|
|
|
| |
2017
|
| |
514,500
|
| |
—
|
| |
1,937,901
|
| |
—
|
| |
—
|
| |
24,544
|
| |
2,476,945
|
|
|
Sanjay Kalra(4)
Chief Financial Officer |
| ||||||||||||||||||||||||
|
|
| |
2019
|
| |
357,000
|
| |
—
|
| |
649,750
|
| |
—
|
| |
185,066
|
| |
27,267
|
| |
1,219,083
|
|
|
|
| |
2018
|
| |
320,000
|
| |
75,000
|
| |
473,846
|
| |
—
|
| |
127,335
|
| |
28,173
|
| |
1,024,354
|
|
|
|
| |
2017
|
| |
293,808
|
| |
—
|
| |
597,979
|
| |
—
|
| |
—
|
| |
28,623
|
| |
920,410
|
|
|
Nimrod Ben-Natan(5)
Senior Vice President and GM, Cable Access Business |
| ||||||||||||||||||||||||
|
|
| |
2019
|
| |
346,940
|
| |
—
|
| |
791,000
|
| |
—
|
| |
218,421
|
| |
60,173
|
| |
1,416,534
|
|
|
|
| |
2018
|
| |
323,550
|
| |
—
|
| |
713,304
|
| |
—
|
| |
114,717
|
| |
87,017
|
| |
1,238,588
|
|
|
|
| |
2017
|
| |
333,606
|
| |
—
|
| |
814,041
|
| |
—
|
| |
—
|
| |
96,805
|
| |
1,244,452
|
|
|
Neven Haltmayer
Senior Vice President, Video R&D |
| ||||||||||||||||||||||||
|
|
| |
2019
|
| |
339,201
|
| |
—
|
| |
565,000
|
| |
—
|
| |
111,902
|
| |
28,033
|
| |
1,044,136
|
|
|
|
| |
2018
|
| |
329,321
|
| |
—
|
| |
479,211
|
| |
—
|
| |
128,216
|
| |
28,387
|
| |
965,135
|
|
|
|
| |
2017
|
| |
329,321
|
| |
—
|
| |
618,882
|
| |
—
|
| |
—
|
| |
28,837
|
| |
977,040
|
|
|
Eric Louvet
Senior Vice President, Global Sales and Video Services |
| ||||||||||||||||||||||||
|
|
| |
2019
|
| |
262,500
|
| |
—
|
| |
423,750
|
| |
—
|
| |
226,632
|
| |
172,684
|
| |
1,085,566
|
|
(1)
|
The amounts in this column represent the fair value of the RSU award or performance-based RSU award, as applicable, on the grant date, computed in accordance with applicable accounting standards, and do not reflect actual amounts paid to or received by any officer. The grant date fair market value of the service-based RSU awards granted in 2019, 2018 and 2017 is equal to the number of RSUs granted multiplied by the closing price of our stock on the NASDAQ Stock Market on the date of grant.
|
|
|
| |
Maximum Value of TSR Award and SPRSUs (as of Grant Date)
|
| ||||||
|
Name
|
| |
2019
|
| |
2018
|
| |
2017
|
|
|
Patrick J. Harshman
|
| |
$1,130,000
|
| |
$146,000
|
| |
$487,200
|
|
|
Sanjay Kalra
|
| |
—
|
| |
—
|
| |
$140,000
|
|
|
Nimrod Ben-Natan
|
| |
—
|
| |
—
|
| |
$208,800
|
|
|
Neven Haltmayer
|
| |
—
|
| |
—
|
| |
$147,900
|
|
40
|
|
(2)
|
For 2019, this column reflects cash amounts earned by all NEOs for first-half and second-half 2019 achievement under the Company’s 2019 incentive bonus plans. Actual payment of the earned amounts for second-half achievement occurred in the first quarter of 2020.
|
(3)
|
The amounts in this column include, for U.S. based NEOs, group life insurance premiums, employer paid medical and dental plan premiums, HSA contributions, and 401(k) matching contributions up to $1,000 for NEOs that participate in the Company’s 401(k) plan. For Mr. Ben-Natan, amounts include payments made into education, pension and disability and social security funds pursuant to Israeli statutory requirements, and a car allowance in accordance with local market practice. For Mr. Louvet, the amount includes $144,997 for housing and school tuition allowances as part of Mr. Louvet’s expatriate package for relocating from France to the U.S.
|
(4)
|
Mr. Kalra received a one-time discretionary bonus payment in December 2018 in recognition of his performance and contributions to the Company.
|
(5)
|
Mr. Ben-Natan is paid in Israeli Shekels and his salary, non-equity incentive compensation and “all other compensation” amounts set forth in this table have been converted into U.S. dollars using the exchange rate in effect at the time of calculation.
|
|
Name
|
| |
Grant Date
for Equity Based Awards |
| |
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)
|
| |
All Other
Stock Awards: Number of Shares of Stock |
| ||||||
|
Threshold
|
| |
Target
|
| |
Maximum
|
| |||||||||
|
Patrick J. Harshman
|
| |
4/15/2019
|
| |
$1.00
|
| |
$662,419
|
| |
$1,275,156
|
| |
200,000(2)
|
|
|
|
| |
4/15/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
200,000(3)
|
|
|
Sanjay Kalra
|
| |
4/15/2019
|
| |
$1.00
|
| |
$214,200
|
| |
$412,335
|
| |
115,000(2)
|
|
|
Nimrod Ben-Natan
|
| |
4/15/2019
|
| |
$1.00
|
| |
$208,164
|
| |
$385,103
|
| |
100,000(2)
|
|
|
|
| |
4/15/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
40,000(4)
|
|
|
Neven Haltmayer
|
| |
4/15/2019
|
| |
$1.00
|
| |
$203,521
|
| |
$391,777
|
| |
100,000(2)
|
|
|
Eric Louvet
|
| |
4/15/2019
|
| |
$1.00
|
| |
$262,500
|
| |
$505,313
|
| |
75,000(2)
|
|
(1)
|
The estimated future payouts under non-equity incentive plans refer to potential cash payouts under our first-half and second-half 2019 incentive bonus plans. The actual half-year payout amounts for each NEO in 2019 were reviewed and approved by the Compensation Committee following the second and fourth fiscal quarters of 2019 upon the availability of financial results for such quarter, and are included in the Summary Compensation Table on page 40 of this Proxy Statement.
|
(2)
|
The time-based vesting RSUs granted to Messrs. Harshman, Kalra, Ben-Natan, Haltmayer and Louvet vest over three years, with 1/3 vesting upon completion of 12 months of service and 1/12 per three month period thereafter.
|
(3)
|
Mr. Harshman was awarded RSUs covering a target number of shares of 200,000, with vesting based on the total stockholder return (TSR) to holders of Company common stock during the three-year performance period compared to that of companies in the NASDAQ Telecommunication Index at both the beginning and end of the performance period. See “Equity Compensation Plans – TSR Award” on page 36 of this Proxy Statement.
|
(4)
|
The performance-based RSUs granted to Mr. Ben-Natan vested and settled in February 2020 based on the deemed achievement of a Cable Access business-related revenue target for fiscal 2019. See “Equity Compensation Plans – Performance-based RSU Award” on page 37 of this Proxy Statement.
|
|
41
|
|
Name
|
| |
Grant
Date(1) |
| |
Number of
Shares or Units of Stock That Have Not Vested |
| |
Market
Value of Shares or Units of Stock That Have Not Vested(2) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) |
| |
Stock
Options Outstanding |
| |
Number of
Securities Underlying Unexercised Options (# Exercisable)(3) |
| |
Number of
Securities Underlying Unexercised Options (# Unexercisable) |
| |
Option
Exercise Price |
| |
Option
Expiration Date |
|
|
Patrick J. Harshman
|
| |
3/15/2013
|
| |
|
| |
|
| |
|
| |
|
| |
330,000
|
| |
330,000
|
| |
|
| |
$5.78
|
| |
3/15/2020
|
|
|
|
| |
3/14/2014
|
| |
|
| |
|
| |
|
| |
|
| |
325,000
|
| |
325,000
|
| |
|
| |
$6.49
|
| |
3/14/2021
|
|
|
|
| |
3/13/2015
|
| |
|
| |
|
| |
|
| |
|
| |
266,667
|
| |
266,667
|
| |
|
| |
$7.58
|
| |
3/15/2022
|
|
|
|
| |
3/14/2016
|
| |
|
| |
|
| |
|
| |
|
| |
266,667
|
| |
266,667
|
| |
|
| |
$3.14
|
| |
3/14/2023
|
|
|
|
| |
3/20/2017
|
| |
|
| |
|
| |
63,000(4)
|
| |
$491,400
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
7/11/2017
|
| |
16,334(5)
|
| |
$127,405
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
3/20/2018
|
| |
83,333(6)
|
| |
$649,998
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
4/15/2019
|
| |
200,000(7)
|
| |
$1,560,000
|
| |
200,000(8)
|
| |
$1,560,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Sanjay Kalra
|
| |
11/21/2016
|
| |
|
| |
|
| |
|
| |
|
| |
19,167
|
| |
19,167
|
| |
|
| |
$4.65
|
| |
11/21/2023
|
|
|
|
| |
6/8/2017
|
| |
8,334(9)
|
| |
$65,006
|
| |
18,750(10)
|
| |
$146,250
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
3/20/2018
|
| |
41,667(11)
|
| |
$325,003
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
4/15/2019
|
| |
115,000(12)
|
| |
$897,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Nimrod Ben-Natan
|
| |
3/14/2014
|
| |
|
| |
|
| |
|
| |
|
| |
100,000
|
| |
100,000
|
| |
|
| |
$6.49
|
| |
3/14/2021
|
|
|
|
| |
3/13/2015
|
| |
|
| |
|
| |
|
| |
|
| |
80,000
|
| |
80,000
|
| |
|
| |
$7.58
|
| |
3/13/2022
|
|
|
|
| |
3/14/2016
|
| |
|
| |
|
| |
|
| |
|
| |
80,000
|
| |
80,000
|
| |
|
| |
$3.14
|
| |
3/14/2023
|
|
|
|
| |
3/20/2017
|
| |
7,000(13)
|
| |
$54,600
|
| |
27,000(14)
|
| |
$210,600
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
3/20/2018
|
| |
50,000(15)
|
| |
$390,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
4/15/2019
|
| |
100,000(16)
|
| |
$780,000
|
| |
40,000(17)
|
| |
$312,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Neven Haltmayer
|
| |
3/13/2015
|
| |
|
| |
|
| |
|
| |
|
| |
80,000
|
| |
80,000
|
| |
|
| |
$7.58
|
| |
3/13/2022
|
|
|
|
| |
3/14/2016
|
| |
|
| |
|
| |
|
| |
|
| |
50,000
|
| |
50,000
|
| |
|
| |
$3.14
|
| |
3/14/2023
|
|
|
|
| |
3/20/2017
|
| |
4,959(18)
|
| |
$38,681
|
| |
19,125(19)
|
| |
$146,250
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
3/20/2018
|
| |
41,667(20)
|
| |
$325,006
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
4/15/2019
|
| |
100,000(16)
|
| |
$780,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Eric Louvet
|
| |
7/22/2016
|
| |
22,500(21)
|
| |
$175,500
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
3/20/2018
|
| |
20,834(22)
|
| |
$162,506
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
4/15/2019
|
| |
75,000(23)
|
| |
$585,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(1)
|
Since 2017, the time-based RSUs awards to NEOs have been granted with three year vesting schedules, with 1/3 vesting upon completion of 12 months of service and 1/12 per three month period thereafter, contingent upon continued employment.
|
(2)
|
The value of the shares not vested is the number of shares multiplied by $7.80, the closing price of the Company’s stock on December 31, 2019.
|
(3)
|
Stock options granted to NEOs prior to 2016 vested at the rate of 25% upon completion of 12 months of service and 1/48 per month thereafter, contingent upon continued employment, and expire seven years after grant. Beginning in 2016, stock options granted to NEOs vested at the rate of 33.33% upon completion of 12 months of service and 1/36 per month thereafter, contingent upon continued employment.
|
(4)
|
As of December 31, 2019, 21,000 shares subject to this SPRSU were vested. Vesting is based on the closing price of the Company’s common stock as follows: if the closing price as quoted on the NASDAQ Stock Market equals or exceeds certain stock price thresholds for at least 20 consecutive trading days (the "Minimum Trading Period"), then 25% of the SPRSUs will vest on the final day of the Minimum Trading Period. If the stock price threshold for which the Minimum Trading Period has been satisfied exceeds one or more other stock price thresholds for which the SPRSU award has not already vested, then the vesting associated with all such stock price thresholds shall occur as of the close of market on the final day of the Minimum Trading Period. The SPRSU expires on March 15, 2020.
|
(5)
|
As of December 31, 2019, 179,666 shares subject to this RSU award were vested, and 16,334 shares will vest on February 15, 2020.
|
(6)
|
As of December 31, 2019, 116,667 shares subject to this RSU award were vested, and 16,667 shares will vest at three-month intervals thereafter until all shares are vested.
|
42
|
|
(7)
|
As of December 31, 2019, no shares subject to this RSU award were vested, 100,000 shares will vest on February 15, 2020, and 25,000 shares will vest at three-month intervals thereafter until all shares are vested.
|
(8)
|
As of December 31, 2019, no shares subject to this TSR-based RSU award were vested. The RSU award covers a target number of shares of 200,000, with vesting based on the total stockholder return (TSR) to holders of Company common stock during the three-year performance period compared to that of companies in the NASDAQ Telecommunication Index at both the beginning and end of the performance period. See “Equity Compensation Plans – TSR Award” on page 36 of this Proxy Statement.
|
(9)
|
As of December 31, 2019, 41,666 shares were vested, and 4,167 shares will vest at three-month intervals thereafter until all shares are vested.
|
(10)
|
As of December 31, 2019, 6,250 shares subject to this SPRSU were vested. See footnote 4 for vesting conditions.
|
(11)
|
As of December 31, 2019, 58,333 shares were vested, and 8,334 shares will vest at three-month intervals thereafter until all shares are vested.
|
(12)
|
As of December 31, 2019, no shares subject to this RSU award were vested, 38,334 shares will vest on February 15, 2020, and 9,584 shares will vest at three-month intervals thereafter until all shares are vested.
|
(13)
|
As of December 31, 2019, 77,000 shares were vested, and 7,000 shares will vest on February 15, 2020.
|
(14)
|
As of December 31, 2019, 9,000 shares subject to this SPRSU were vested. See footnote 4 for vesting conditions.
|
(15)
|
As of December 31, 2019, 70,000 shares were vested, and 10,000 shares will vest at three-month intervals thereafter until all shares are vested.
|
(16)
|
As of December 31, 2019, no shares subject to this RSU award were vested, 33,334 shares will vest on February 15, 2020, and 8,334 shares will vest at three-month intervals thereafter until all shares are vested.
|
(17)
|
As of December 31, 2019, no shares subject to this performance-based RSU award were vested.
|
(18)
|
As of December 31, 2019, 54,541 shares were vested, and 4,959 shares will vest on February 15, 2020.
|
(19)
|
As of December 31, 2019, 6,375 shares subject to this SPRSU were vested. See footnote 4 for vesting conditions.
|
(20)
|
As of December 31, 2019, 58,333 shares were vested, and 8,334 shares will vest at three-month intervals thereafter until all shares are vested.
|
(21)
|
As of December 31, 2019, 67,500 shares were vested, and 22,500 shares will vest on March 1, 2020. This RSU award has a four-year vesting schedule, with 25% vesting upon completion of 12 months of service, and an additional 25% vesting at the end of each subsequent 12 month period until fully vested, contingent upon continued employment.
|
(22)
|
As of December 31, 2019, 29,166 shares were vested, and 4,167 shares will vest at three-month intervals thereafter until all shares are vested.
|
(23)
|
As of December 31, 2019, no shares subject to this RSU award were vested, 25,000 shares will vest on February 15, 2020, and 6,250 shares will vest at three-month intervals thereafter until all shares are vested.
|
|
|
| |
Option Awards
|
| |
Stock Awards
|
| ||||||
|
Name
|
| |
Number of
Shares Acquired on Exercise |
| |
Value Realized
on Exercise |
| |
Number of
Shares Acquired on Vesting |
| |
Value Realized
on Vesting |
|
|
Patrick J. Harshman
|
| |
—
|
| |
—
|
| |
303,000
|
| |
$1,884,178
|
|
|
Sanjay Kalra
|
| |
10,833
|
| |
$37,901
|
| |
92,624
|
| |
$578,628
|
|
|
Nimrod Ben-Natan
|
| |
97,500
|
| |
$233,280
|
| |
147,000
|
| |
$880,220
|
|
|
Neven Haltmayer
|
| |
250,000
|
| |
$525,103
|
| |
84,541
|
| |
$522,997
|
|
|
Eric Louvet
|
| |
—
|
| |
—
|
| |
52,916
|
| |
$305,200
|
|
|
43
|
|
Name
|
| |
Salary
|
| |
Bonus
|
| |
Value of
Unvested Restricted Stock Units(1)(2) |
| |
Value of
Unvested Stock Options(1)(2) |
| |
Other(3)
|
| |
Total(4)
|
|
|
Patrick J. Harshman
|
| |
$1,059,870
|
| |
$1,324,838
|
| |
$3,262,140
|
| |
—
|
| |
$29,835
|
| |
$5,676,683
|
|
|
Sanjay Kalra
|
| |
$357,000
|
| |
$214,200
|
| |
$1,433,258
|
| |
—
|
| |
$31,074
|
| |
$2,035,532
|
|
|
Nimrod Ben-Natan
|
| |
$346,940
|
| |
$208,164
|
| |
$1,747,200
|
| |
—
|
| |
$63,440
|
| |
$2,365,744
|
|
|
Neven Haltmayer
|
| |
$339,201
|
| |
$203,521
|
| |
$1,292,858
|
| |
—
|
| |
$31,847
|
| |
$1,867,427
|
|
|
Eric Louvet
|
| |
$262,500
|
| |
$262,500
|
| |
$923,005
|
| |
—
|
| |
$31,494
|
| |
$1,479,499
|
|
(1)
|
The amounts in this column represent the value which would have been realized by the acceleration of unvested RSUs, all unvested performance-based RSUs and unvested stock options, calculated by, in the case of options, multiplying the number of shares subject to acceleration by the difference between $7.80, the closing price of our Common Stock on December 31, 2019 and the exercise price of the respective option. The value of RSUs and performance-based RSUs is the number of shares multiplied by the closing price of the Common Stock on December 31, 2019, with the number of performance-based RSUs assuming target achievement.
|
(2)
|
The Company’s change of control severance agreements have a provision that all unvested RSUs and options will be fully accelerated upon termination of employment within 18 months following a change of control. The value of Mr. Harshman’s unvested RSUs assumes a December 31, 2019 change in control of the Company for purposes of his 2019 TSR Award. As described in “Equity Compensation Plans – TSR Award” on page 36 of this Proxy Statement, upon a change in control of the Company, the Company TSR will be compared to the Index TSR over such adjusted performance period to determine the number of RSUs that will vest. A prorated number of RSUs will vest upon the change in control of the Company, based on the number of months served during the performance period and the remaining RSUs will vest in equal quarterly installments over the remainder of the original performance period (subject to further vesting under Mr. Harshman’s change of control severance agreement). If a change in control occurred on December 31, 2019, the value of his 2019 TSR Award that would vest on the change in control is equal to $433,337 (assuming achievement at target).
|
(3)
|
The amounts in the column “Other” represent the maximum premium cost of continuing health, dental and life insurance benefits and outplacement fees for U.S.-based NEOs. For Mr. Ben-Natan, the amount represents payments into social funds pursuant to Israeli statutory requirements.
|
(4)
|
The Company’s change of control severance agreements have a provision that payments will either be made in full, with the executive paying any applicable Section 4999 excise taxes as the result of the applicable of Section 280G of the Code, or the payments will be reduced to a level that does not trigger the Section 4999 excise tax as the result of the applicable of Section 280G of the Code, whichever results in a greater amount. The amounts shown in the table assume that the executive would elect to receive full payment and pay any applicable excise taxes.
|
|
Plan Category
|
| |
Number of
Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights |
| |
Weighted-Average
Exercise Price of Outstanding Options, Warrants and Rights(2) |
| |
Number of
Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in first Column) |
|
|
Equity plans approved by security holders(1)
|
| |
5,488,401
|
| |
$5.83
|
| |
6,310,837
|
|
|
Equity plan not approved by security holders
|
| |
—
|
| |
—
|
| |
—
|
|
(1)
|
All of the Company’s equity compensation plans have been approved by stockholders. This information, as of December 31, 2019, is with respect to the 1995 Stock Plan, the 2002 Director Stock Plan and the ESPP.
|
(2)
|
The weighted average exercise price of outstanding options, warrants and rights, excluding the Company’s unvested RSUs for which there is no exercise consideration, is $5.83.
|
44
|
|
|
45
|
|
Name and Address of Beneficial Owner
|
| |
Number of Shares
|
| |
Percent of Total(1)
|
|
|
T. Rowe Price Associates, Inc., 100 E. Pratt Street, Baltimore, MD 21202(2)
|
| |
15,268,169
|
| |
15.8%
|
|
|
BlackRock Inc., 55 East 52nd St. New York, NY 10022(3)
|
| |
13,991,835
|
| |
14.5%
|
|
|
Dimensional Fund Advisors LP, Building One, 6300 Bee Cave Road, Austin, TX 78746(4)
|
| |
5,970,821
|
| |
6.2%
|
|
|
The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355(5)
|
| |
5,826,544
|
| |
6.0%
|
|
|
Patrick Gallagher(6)
|
| |
220,561
|
| |
*
|
|
|
Deborah Clifford(6)
|
| |
31,161
|
| |
*
|
|
|
David Krall(6)
|
| |
51,284
|
| |
*
|
|
|
Mitzi Reaugh(6)
|
| |
212,984
|
| |
*
|
|
|
Susan G. Swenson(6)
|
| |
177,484
|
| |
*
|
|
|
Nikos Theodosopoulos(7)
|
| |
170,561
|
| |
*
|
|
|
Patrick J. Harshman(8)
|
| |
1,869,818
|
| |
1.94%
|
|
|
Nimrod Ben-Natan(9)
|
| |
575,230
|
| |
*
|
|
|
Neven Haltmayer(10)
|
| |
342,437
|
| |
*
|
|
|
Sanjay Kalra(11)
|
| |
180,712
|
| |
*
|
|
|
Eric Louvet(12)
|
| |
125,377
|
| |
*
|
|
|
All directors and executive officers as a group (11 persons)(13)
|
| |
3,957,609
|
| |
4.10%
|
|
*
|
Percentage of shares beneficially owned is less than one percent of total.
|
(1)
|
The number of shares of Common Stock outstanding used in calculating the percentage for each listed person or entity is based on 96,563,400 shares of Common Stock outstanding as of April 1, 2020. Shares of Common Stock subject to stock options which are currently exercisable or will become exercisable, and RSUs which are currently vested or will become vested, in each case within 60 days of April 1, 2020, are deemed outstanding for purposes of computing the percentage of the person holding such options or RSUs, but are not deemed outstanding for purposes of computing the percentage of any other person.
|
(2)
|
Based solely on a review of a Schedule 13G/A filed with the SEC on February 14, 2020 by T. Rowe Price Associates, Inc. and T. Rowe Price Small-Cap Value Fund, Inc. T. Rowe Price Associates, Inc. reported sole voting power with respect to 4,375,679 shares and sole dispositive power with respect to 15,268,169 shares and T. Rowe Price Small-Cap Value Fund, Inc. reported sole voting power with respect to 10,892,490 shares.
|
(3)
|
Based solely on a review of a Schedule 13G/A filed with the SEC on February 4, 2020 by BlackRock Inc. BlackRock Inc. and certain of its wholly-owned subsidiaries reported sole voting power with respect to 13,788,448 shares and sole dispositive power with respect to 13,991,835 shares. Additionally, such Schedule 13G/A reported that the interest of iShares Core S&P Small-Cap ETF in the Common Stock is more than five percent of the total outstanding Common Stock.
|
(4)
|
Based solely on a review of a Schedule 13G/A filed with the SEC on February 12, 2020 by Dimensional Fund Advisors LP. Dimensional Fund Advisors L.P. reported sole voting power with respect to 5,709,212 shares and sole dispositive power with respect to all 5,970,821 shares.
|
(5)
|
Based solely on a review of a Schedule 13G/A filed with the SEC on February 12, 2020 by The Vanguard Group, reporting sole voting power with respect to 81,480 shares, shared voting power with respect to 6,804 shares, sole dispositive power with respect to 5,747,716 shares, and shared dispositive power with respect to 78,828 shares.
|
(6)
|
Includes no shares which may be acquired upon exercise of options exercisable or vesting of RSUs within 60 days of April 1, 2020.
|
(7)
|
Includes 30,000 shares which may be acquired upon exercise of options exercisable or vesting of RSUs within 60 days of April 1, 2020.
|
(8)
|
Includes 891,666 shares which may be acquired upon exercise of options exercisable or vesting of RSUs within 60 days of April 1, 2020.
|
(9)
|
Includes 278,333 shares which may be acquired upon exercise of options exercisable or vesting of RSUs within 60 days of April 1, 2020.
|
(10)
|
Includes 146,666 shares which may be acquired upon exercise of options exercisable or vesting of RSUs 60 days of April 1, 2020.
|
(11)
|
Includes 37,083 shares which may be acquired upon exercise of options exercisable or vesting of RSUs within 60 days of April 1, 2020.
|
(12)
|
Includes 10,417 shares which may be acquired upon exercise of options exercisable or vesting of RSUs within 60 days of April 1, 2020.
|
(13)
|
Includes 1,394,165 shares which may be acquired upon exercise of options exercisable or vesting of RSUs within 60 days of April 1, 2020.
|
46
|
|
|
47
|
1 Year Harmonic Chart |
1 Month Harmonic Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions