HARMONIC INC.

In order to achieve the above goals, our total compensation packages for our executive officers include base salary and annual bonus paid in cash, as well as long-term equity compensation, all as described in greater detail below. We also make available benefit plans to our executive officers which are generally provided to all regular full-time employees of Harmonic. We believe that appropriately balancing the total compensation package and ensuring a significant portion of the package is incentive-based is necessary in order to provide market-competitive compensation. We aim to balance the various components of our compensation program for NEOs in order to motivate executives to improve our results on a cost-effective basis. The factors which are used to determine individual compensation packages are generally similar for each NEO, including our CEO. These may include, as the Compensation Committee may deem appropriate, factors such as: the role and importance of such individual’s contributions to the Company’s ability to execute on its business strategy and objectives; the responsibilities and nature of the functions performed; tenure, skills, and experience; value of unvested equity awards held by the NEO; internal pay equity; Company performance; historical compensation practices; and competitive labor market pressures.

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Principal Elements of Compensation

Pay Mix

In determining the mix of compensation among these elements and in keeping with our pay-for-performance philosophy, the Compensation Committee continued to structure executive compensation in fiscal 2025 so that a significant portion of the target total direct compensation of our CEO, and a meaningful portion for the other NEOs, was “at-risk” or performance-based, with the actual value realized subject to the achievement of short-term or longer-term performance goals.

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Target total direct compensation reflects annualized 2025 base salary and target bonus for the Company's current NEOs as set forth on page 44 of this Proxy Statement, and the grant date fair value of the current NEO's fiscal 2025 equity awards.

Peer Group Selection

In order to assess our compensation competitiveness against peer companies in preparation for potential NEO compensation adjustments in 2025, the Compensation Committee, with input from Exequity, approved a compensation peer group in October 2024, which included 20 companies (the “Peer Group”).

The following charts illustrate a comparison of Harmonic to the Peer Group based on the primary selection criteria of revenue and market capitalization, as well as a comparison of net income and employee headcount, measured as of September 2024, with the revenue and net income comparisons based on the four fiscal quarters preceding the assessment.

Peer Group Comparison

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Data prepared by Exequity for the compensation peer group was used by the Compensation Committee to assess the general competitiveness of the 2025 cash and equity compensation of the NEOs, and for the design and implementation of compensation packages and for specific proposals related to the individual elements and total compensation packages for the NEOs, as well as for certain other employees.

Base Salary and Incentive Bonus Plans

Base salaries for NEOs, including that of the CEO, are set according to the responsibilities of the position, the specific skills and experience of the individual and the competitive market for executive talent. The Compensation Committee reviews salaries annually and adjusts them as appropriate to reflect changes in market conditions, individual performance and responsibilities, and the Company’s financial position. Given that the Company is intended to fit within the middle of the range of the various peer comparison parameters used to set the peer group, when reviewing salaries, the Compensation Committee references the 50th and 60th percentile of total cash compensation (base salary and target bonus) of the compensation peer group for purposes of assessing the general competitiveness of total cash compensation of the NEOs, based on position, with the intent that superior performance under incentive bonus plans would enable the executive to elevate total cash compensation to levels that are above the median of comparable companies.

The Company’s annual incentive bonus plans in which NEOs participate reflect the Compensation Committee’s belief that a meaningful component of executive compensation should be contingent on the Company achieving performance targets, thereby introducing a significant element of “pay for performance” and appropriate incentives to produce superior results tied to our business success. Each NEO participated in one annual incentive bonus plan in 2025, as discussed below.

Following a review of the above factors and the data for the Peer Group and market conditions, in consultation with Exequity, the Compensation Committee believed that in order to provide market-competitive compensation and continue to achieve our retention and incentive objectives, it was appropriate to make modest increases to the base salaries of each of the NEOs, as set forth in the table below. The Compensation Committee did not consider the salary adjustments to be a material change to each NEO’s compensation.

2025 Bonus Plans, achievement and payouts

For 2025, the Compensation Committee agreed to incentivize performance based on financial performance goals established by the committee in February 2025 under three incentive bonus plans (the “Bonus Plans”) for our NEOs. The Compensation Committee approved the Bonus Plans to focus the NEOs and other participants on revenue growth and improved profitability, which the committee believes are important indicators of the Company’s business growth and success. These Bonus Plans include a Video Bonus Plan, based on performance of our Video Business, a Broadband Bonus Plan, based on performance of our Broadband Business, and a Corporate Bonus Plan, based 75% on achievement under the Broadband Bonus Plan and 25% on achievement under the Video Bonus Plan. Mr. Ben-Natan participated in our Corporate Bonus Plan, due to his leadership role with respect to both businesses. Similarly, Messrs. Jankovic and Chu participated in our Corporate Bonus Plan due to the impact of their roles on both our Video and Broadband Businesses. Mr. Haltmayer, as our Senior Vice President and General Manager, Video Business, participated in our Video Bonus Plan.

For 2025, the Compensation Committee determined that bonuses under the Bonus Plans would become payable (if at all) based on full-year performance for each bonus metric.

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Each performance goal was allocated a percentage weighting (with the sum of such weights totaling 100% under each Bonus Plan) and the extent to which the performance goal was achieved and the weighting for such goal determined the payout, if any, attributable to such goal. The Compensation Committee established a minimum threshold that had to be met in order for any year-end payouts to be made under the Bonus Plans, as well as a maximum full-year payout cap, applicable to all performance goals under the Bonus Plans, as set forth in the table below.

The summary tables below set forth the achieved payouts under each of the components of the Bonus Plans, and the resulting earned payout to each of the NEOs under their applicable Bonus Plan, as a percentage of the NEO’s target bonus opportunity for the full year. All amounts earned by the NEOs under the Bonus Plans were paid in cash.

Corporate Bonus Plan

Video Bonus Plan

Broadband Bonus Plan

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Bonus Plan Payouts

Equity Compensation Plans

The Compensation Committee believes that equity compensation is an essential tool to link the long-term interests of stockholders and employees, especially the CEO and executive management, and serves to motivate employees, and particularly executive management, to make decisions that will, in the long run, deliver the best returns to stockholders, thus rewarding excellent long-term performance. These awards for 2025 consisted of time-based RSUs and performance-based RSUs for our NEOs.

The Compensation Committee believes RSUs promote more direct alignment between the interests of our NEOs and those of our stockholders (since the value of RSUs correlates more directly with the value of our stock) as compared to stock options while rewarding our NEOs for stockholder value creation, as well as serve as a useful retention tool through multi-year vesting requirements. Additionally, performance-based RSUs provide enhanced incentive value by rewarding our NEOs for achieving important financial, strategic or other objectives of the Company, consistent with our pay-for-performance philosophy. In 2025, as consistent with 2023 and 2024, the Compensation Committee observed that favoring the grant of full value awards remained the trend among the Company’s peer group

as well as similarly situated publicly listed technology companies.

The Compensation Committee may employ stock option grants in the future, either alone or in combination with RSUs and/or performance-based RSUs.

Time-based Vesting RSUs. The 2025 timed-based RSUs granted to executives and NEOs vest over 3 years subject to their continued service. In 2025, each of our NEOs was awarded time-based RSUs.

TSR Awards. In 2025, each of our NEOs were also awarded performance-based RSUs (“PRSUs”) with vesting based on the total stockholder return (“TSR”) to holders of Company Common Stock during a three-year performance period compared to the TSR of companies in the Nasdaq Telecommunications Index or any successor to that index (the “Index”) at both the beginning and end of the performance period (the “TSR Award”).

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The Compensation Committee believes the TSR Awards appropriately incentivize the Company’s current NEOs and provide a direct and effective means for more closely aligning these executive’s interests with those of our stockholders’ interests.

Performance-based RSU Awards. In April 2025, each of Messrs. Ben-Natan, Jankovic and Chu was awarded PRSUs that vest in 3 tranches based on our achievement of goals with respect to the dollar amount of sales order bookings of our Broadband segment over fiscal years 2025, 2026 and 2027 (“Broadband Bookings PRSUs”). The Compensation Committee chose this performance goal for our other NEOs based on our long-term focus on driving sustained growth in our Broadband segment. The Broadband bookings achievement for each covered year is measured against a target amount to be determined by the Compensation Committee for that year, with 25% of the Broadband Bookings PRSUs (at target) subject to vesting on performance in each of fiscal year 2025 and 2026, and 50% of the Broadband Bookings PRSUs (at target) subject to vesting on performance in fiscal year 2027. The Compensation Committee determined a threshold vesting eligibility level for our Broadband bookings that had to be met in order for any Broadband Bookings PRSUs to become eligible to vest, as well as target and maximum levels, as set forth in the table below.

However, achievement of Broadband bookings for any fiscal year during the performance period will result in only up to 100% of the portion of the award (at target) allocated to that fiscal year, becoming eligible to vest. To become eligible to vest above 100% of target, the three-year aggregate Broadband bookings for the performance period must exceed 100% of the aggregate of the target thresholds for Broadband bookings over the entire performance period. For Broadband bookings achieved between designated performance levels, the number of PRSUs that become eligible for vesting will be determined by linear interpolation. Any PRSUs that become eligible for vesting under these awards will vest on the 3-year anniversary of the date of grant (or if later the date of the last performance certification) subject to the NEO’s continued service through that date. If a change in control (within the meaning of the 2025 Plan) occurs during a fiscal year covered by this award, the Broadband Bookings PRSUs for the year of the change in control will become eligible for vesting based on prorated performance through the end of the most recently completed quarter (or at 100% of target if during the first quarter of the year) and will be scheduled to vest on the 3-year anniversary of the date of grant, subject to the NEO’s continued service. Based on Broadband bookings of $642 million for 2025 against an established target of $550 million, 100% of the target shares subject to performance for fiscal 2025 under these awards have become eligible for vesting.

Further, In April 2025, Mr. Haltmayer was awarded PRSUs that vest in 3 tranches based on our achievement of goals with respect to the SaaS revenue of our Video segment, as determined in accordance with GAAP, over fiscal years 2025, 2026 and 2027 (“Video SaaS Revenue PRSUs”). The Compensation Committee chose this performance goal for the Video SaaS Revenue PRSUs given Mr. Haltmayer’s leadership role with respect to our Video segment. The vesting terms and conditions for the Video SaaS Revenue PRSUs are identical to the vesting terms and conditions for the Broadband Bookings PRSUs described above. Based on Video SaaS revenue achievement in 2025 against the established target for 2025, 100% of the target shares subject to performance for fiscal 2025 under this award have become eligible for vesting.

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2025 NEO Equity Award Determinations. Consistent with past practice, the total equity pool (RSUs and PRSUs) for annual grants to be made to all employees in 2025, including NEOs, was determined principally by reference to industry-specific guidelines published by shareholder advisory firms and, in part, by historical practice. The guidelines generally refer to metrics such as total annual awards as a percentage of shares outstanding and total outstanding awards as a percentage of fully diluted shares. The Compensation Committee, in consultation with the CEO (except with respect to the CEO’s own compensation), determines the size and material terms of equity awards granted to the NEOs, taking into account the role and responsibility of the NEO, competitive factors including competition for technology executives; peer group data compiled by the Compensation Committee’s compensation consultant, the size and value of long-term equity compensation already held by each executive officer and the vested percentage; the proportion between RSUs and performance-based RSUs held by each NEO; the target total cash compensation opportunity for each NEO; and individual performance and retention objectives.

With respect to the annual equity awards granted in February and April 2025 under the executive compensation program, the Compensation Committee approved annual equity awards for the NEOs that were allocated as follows:

These allocations were based on the Compensation Committee’s desire to more closely align the equity compensation for each of these officers, and particularly for our CEO, with long-term value creation for our stockholders relative to our peers, thereby further emphasizing our commitment to pay for performance. The size of these awards were determined by the Compensation Committee in consultation with Exequity and upon reviewing relevant Peer Group and market information provided by Exequity.

See “Grant of Plan-based Awards” on page 53 of this proxy statement for a summary of all equity grants made to the NEOs in 2025.

Equity Compensation Grant Practices

The Compensation Committee approves all equity grants, except for certain grants made to non-executive employees in the ordinary course of business, for which it has delegated authority to the CEO, within parameters approved in advance by the Compensation Committee, pursuant to an employee equity issuance policy (the “Employee Equity Issuance Policy”). The Compensation Committee reviews all grants made pursuant to the Employee Equity Issuance Policy. Initial hire grants of RSUs are made on the second Friday of each month, and any other grants made by the CEO pursuant to authority granted by the Compensation Committee are made on the Friday of the week of such grant. Stock options, if issued, are granted at 100% of the closing price of our stock on the Nasdaq Stock Market on the date of grant.

Initial hire awards that are granted to executives reporting to the CEO or awards that are above the CEO’s approved range are approved by the Compensation Committee, with the grant date being the day of approval by the Compensation Committee or a later date selected by the Compensation Committee and, if in the form of a stock option, the per share exercise price being the closing price of a share of Common Stock on the Nasdaq Stock Market on the grant date. The initial grants are effective as of the date of approval, with vesting generally beginning on the date of commencement of employment. Annual grants to NEOs and executives are usually made in the first half of the year, and, in 2025, these grants were made in February and April. This timing enables management and the Compensation Committee to consider performance by both the Company and the individual for the then most recently completed fiscal year and balance it against our expectations for the current year.

Policy Regarding the Timing of Equity Awards

While we have not adopted a formal policy regarding the timing of equity awards, the Compensation Committee has historically made annual equity award grants to our NEOs during the first quarter of the fiscal year. The timing of initial grants is driven by the date of hire of our new employees. The Board of Directors and Compensation Committee meeting schedules, for review and approval of annual grants, are usually established several months in advance for the calendar year. We do not time the granting of RSUs or stock options with any favorable or unfavorable news released by the Company. We do not grant equity awards in anticipation of the release of material nonpublic information, nor is the timing of disclosures of material nonpublic information based on equity award grant dates. We did not grant stock options to any of our NEOs in 2025 and have never granted stock appreciation rights.

Retirement Benefits

The Company does not provide pension benefits or deferred compensation plans to any of its U.S. employees, including NEOs, other than a 401(k) deferred compensation plan which is open to all regular, full-time U.S. employees. The Company has a matching

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contribution policy for the 401(k) plan, of up to $1,000 a year for each participant, for 2025. For employees resident in non-U.S. jurisdictions, including Mr. Ben-Natan, the Company makes required contributions to statutory pension and retirement schemes and, in a few countries, offers supplemental pension benefits in accordance with customary market practices.

Other Compensation

Other elements of compensation available to NEOs include life and long-term disability insurance and health benefits. These benefits are available to all regular, full-time U.S. employees of the Company on the same basis, and similar benefits are provided to most employees in other countries. In addition, the Company may provide for relocation expenses to recruit key executives living outside the San Francisco Bay Area. Management periodically reviews the level of benefits provided to all employees and adjusts those levels as appropriate. The values of the benefits received by the NEOs pursuant to these other elements of compensation in 2023, 2024 and 2025 are included in the “All Other Compensation” column in the Summary Compensation Table on page 52 of this Proxy Statement.