HARMONIC INC.
For the period ended Jun 4, 2026. Filed Apr 24, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 4, 2026 · Filed Apr 24, 2026
Contents
Pay Versus Performance
Pursuant to Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between “compensation actually paid” (or “CAP”) to our principal executive officer (“PEO”) and other NEOs (“non-PEO NEOs”) and certain measures of our financial performance for each of the last five completed fiscal years. In determining the CAP to our NEOs, we make various adjustments to amounts reported in the Summary Compensation Table (“SCT”), as the SEC’s valuation methods for this section differ from those required in the SCT. Note that for our non-PEO NEOs, the CAP for each year is reported as an average of the CAP for such non-PEO NEOs for that year. It is important to note that CAP does not represent the actual amount of pay that has been fully earned or realized, either in the fiscal year set forth in the table or at all. For a description of our executive compensation program and the alignment of executive compensation and performance for our PEO and our non-PEO NEOs, please refer to the Compensation Discussion and Analysis section of this Proxy Statement.
| Year · Summary CompTable for First PEO(1) · SummaryComp Table forSecond PEO(1) · Comp ActuallyPaid to FirstPEO(1)(2) · Comp ActuallyPaid to SecondPEO(1)(2) · AverageSummary CompTable Total forNon-PEONEOs(3) · Average CompActually Paid toNon-PEONEOs(2) · Value of Initial Fixed $100Investment Based On: · Net Income(GAAP, inthousands)(6) · Operating Profit(GAAP, inthousands)(7) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| TotalShareholderReturn(4) · Peer GroupTotalShareholderReturn(5) | ||||||||||
| 2025 | $— | $6,163,092 | $— | $1,774,865 | $2,112,075 | $1,176,709 | $134 | $108 | $1,216 | $14,080 |
| 2024 | $6,977,354 | $8,431,528 | $6,356,458 | $9,170,834 | $2,080,150 | $1,773,505 | $170 | $103 | $39,217 | $63,136 |
| 2023 | $5,100,604 | $1,889,569 | $4,973,390 | $1,855,877 | $1,446,954 | $1,336,943 | $167 | $91 | $83,994 | $22,172 |
| 2022 | $4,831,571 | $1,534,449 | $7,726,443 | $1,771,355 | $1,580,011 | $1,887,872 | $168 | $82 | $28,182 | $45,519 |
| 2021 | $4,628,135 | $1,583,143 | $10,868,485 | $2,348,267 | $2,056,418 | $2,966,573 | $151 | $112 | $13,254 | $18,809 |
| (1) | The First PEO is our former Chief Executive Officer, Patrick Harshman, who resigned in June 2024. The Second PEO is Nimrod Ben-Natan, who was appointed President and Chief Executive Officer in June 2024. Represents the total compensation paid to our PEOs in each listed year, as shown in the SCT of this Proxy Statement for 2023–2025 and in the SCT of prior year proxy statements for 2021 and 2022. |
| (2) | The CAP does not mean that our PEOs were was actually paid those amounts in the listed year, or that our non-PEO NEOs were actually paid those amounts averaged and shown in the listed year, but these are dollar amounts derived from the starting point of SCT total compensation under the methodology prescribed under the relevant SEC rules as shown in the adjustment table below. For non-PEO NEOs, the indicated figures in the table show an average of each such figure for all such non-PEO NEOs in each listed year. The methodologies used for determining the fair values shown in the adjustment table below, including use of a Monte-Carlo methodology to determine fair value of TSR awards, are materially consistent with those used to determine the fair values disclosed as of the grant date of such awards. Note that we have not reported any amounts in our SCT with respect to “Change in Pension and Nonqualified Deferred Compensation,” and we do not maintain any defined benefit or actuarial pension plans for our NEO’s. Accordingly, the adjustments with respect to such items prescribed by the pay-versus-performance rules are not relevant to our analysis and no adjustments have been made. |
59
| First PEO · Second PEO · Non-PEO NEOs (average) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 · 2022 · 2023 · 2024 · 2025 · 2021 · 2022 · 2023 · 2024 · 2025 · 2021 · 2022 · 2023 · 2024 · 2025 | |||||||||||||||
| Summary Compensation Table Total | $4,628,135 | $4,831,571 | $5,100,604 | $6,977,354 | $— | $1,583,143 | $1,534,449 | $1,889,569 | $8,431,528 | $6,163,092 | $2,056,418 | $1,580,011 | $1,446,954 | $2,080,150 | $2,112,075 |
| Subtract Grant Date Fair Value of Stock Awards Granted in Fiscal Year | $(3,069,282) | $(3,116,592) | $(3,994,583) | $(6,627,517) | $— | $(820,691) | $(766,796) | $(1,404,668) | $(7,408,105) | $(4,927,562) | $(1,271,651) | $(751,151) | $(1,039,094) | $(1,406,740) | $(1,253,694) |
| Add Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | $5,343,927 | $5,003,296 | $3,690,647 | $6,052,658 | $— | $1,276,630 | $1,068,619 | $1,231,477 | $8,189,677 | $4,530,367 | $1,876,882 | $1,072,004 | $886,411 | $1,128,760 | $1,157,823 |
| Adjust for Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | $3,778,266 | $1,957,765 | $9,981 | $(232,840) | $— | $198,153 | $70,527 | $(2,582) | $(43,057) | $(3,283,670) | $206,713 | $132,497 | $10,791 | $(16,387) | $(514,534) |
| Adjust for Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $— | $— | $— | $— | $— | $— | $— | $108,012 | $— | $— | $— | $— | $18,002 | $— | $— |
| Adjust for Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $187,439 | $(949,597) | $166,741 | $186,802 | $— | $111,032 | $(135,444) | $34,069 | $791 | $(707,362) | $98,210 | $(145,489) | $13,880 | $(12,277) | $(324,961) |
| Subtract Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $— | $— | $— | $— | $— | $— | $— | $— | $— | $— | $— | $— | $— | $— | $— |
| Compensation Actually Paid | $10,868,485 | $7,726,443 | $4,973,390 | $6,356,458 | $— | $2,348,267 | $1,771,355 | $1,855,877 | $9,170,834 | $1,774,865 | $2,966,573 | $1,887,872 | $1,336,943 | $1,773,505 | $1,176,709 |
| (3) | This figure is the average of the total compensation paid to our non-PEO NEOs in each listed year, as shown in the SCT of this Proxy Statement and prior year proxy statements for such listed year. The non-PEO NEOs for 2025 were Timothy Chu, Neven Haltmayer and Walter Jankovic; for 2024 were Timothy Chu, Neven Haltmayer, Walter Jankovic and Ian Graham; for 2023 were Walter Jankovic, Nimrod Ben-Natan, Neven Haltmayer, Ian Graham, Sanjay Kalra and Jeremy Rosenberg; and for 2021 and 2022 were Sanjay Kalra, Nimrod Ben-Natan, Neven Haltmayer and Ian Graham. |
| (4) | Total shareholder return (“TSR”) is calculated by assuming that a $100 investment was made on the last trading day prior to the first fiscal year reported in the table and reinvesting all dividends, if any, until the last day of each listed year. |
| (5) | The peer group used is the Nasdaq Telecommunications Index, as used in the Company’s performance graph in our annual report on Form 10-K. Total shareholder return is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year reported in the table and reinvesting all dividends, if any, until the last day of each listed year. |
| (6) | The dollar amounts reported are the Company’s net income reflected in the Company’s audited financial statements. For 2025, net income is for continuing operations (i.e., Broadband business segment) only. |
| (7) | In the Company’s assessment, operating profit as reflected in the Company’s audited financial statements is the financial performance measure that is the most important financial performance measure (other than total shareholder return and net income) used by the Company in each of the listed years to link compensation actually paid to performance. Operating profit is determined by subtracting operating expense from gross profit, and gross profit is determined by subtracting cost of revenue from net revenue. For 2025, operating profit is for continuing operations (i.e., Broadband business segment) only. |
60
Important Performance Measures
The list below includes financial and certain other performance measures that in our assessment represent the most important performance measures used to link the compensation of our PEO and non-PEO NEOs, for 2025, to Company performance. The performance measures included in this table are not ranked by relative importance.
Most Important Performance Measures
Operating Profit (continuing operations)
Bookings (continuing operations)
Video Business Operating Profit
Relative TSR vs. Nasdaq Telecommunications Index
Certain CAP Relationships
The relationships between the Company’s TSR and the peer group TSR reported in the 2025 Pay Versus Performance table above, as well as between CAP and the Company’s TSR, net income and operating profit, are shown in the charts below. As shown in these charts and as more fully described in the notes to the 2025 Pay Versus Performance table above and the Compensation Discussion and Analysis in this Proxy Statement, there is significant alignment between CAP and the Company’s TSR and operating profit; TSR and operating profit are measures for the last several years that have been specifically selected by the Compensation Committee for use in our executive compensation program for purposes of aligning executive compensation with Company performance. In addition, because a significant portion of target total direct pay (consisting of base salary, target bonus opportunity, and equity-based incentives) to our PEO and non-PEO NEOs is delivered in the form of long-term equity-based incentives, the change in CAP over time is impacted significantly by changes in our stock price.
61
62
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.