HARTE HANKS INC
For the period ended Apr 9, 2026. Filed Apr 9, 2026.
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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.
Apr 9, 2026 · Filed Apr 9, 2026
Contents
PAY VERSUS PERFORMANCE
Pursuant to Section 953(a) of the Dodd-Frank Act and Item 402(v) of SEC Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” (or “CAP”) to the Company’s principal executive officer (“PEO”) and non-PEO named executive officers (the “Non-PEO NEOs”), and certain aspects of the financial performance of the Company. For further information concerning our compensation philosophy and how we align executive compensation with our performance, please see the section entitled “Executive Compensation.”
| Year | Summary Compensation table total for PEO(1)(2) | Compensation actually paid to PEO(1)(4) | Average Summary Compensation Table total for Non-PEO Named Executive Officers(2)(3) | Average compensation actually paid to Non-PEO Named Executive Officers(4) | Value of initial fixed $100 investment based on Total stockholder return(5) | Net loss (thousands)(6) |
|---|---|---|---|---|---|---|
| 2025 | $1,031,938 | $(27,627) | $452,850 | $241,139 | $25.32 | $(811) |
| 2024 | $706,950 | $420,093 | $611,153 | $512,651 | $43.31 | $(30,298) |
| 2023 | $2,382,143 | $1,259,121 | $421,580 | $108,158 | $57.11 | $(1,570) |
(1)During 2023, Mr. Brian Linscott served as PEO until June 16, 2023. Kirk Davis succeeded Brian Linscott as PEO on June 19, 2023. During 2024, Mr. Davis was our only PEO. During 2025, Mr. Davis served as PEO through January 26, 2025. David Fisher served as PEO for the remainder of 2025; he succeeded Mr. Davisas Interim Chief Operating Officer effective as of January 27, 2025, and was appointed as President effective as of June 2 2025
(2)Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table (“SCT”) for the applicable year in the case of our PEOs, Messrs. Fisher, Davis and Linscott, and (ii) the average of the total compensation reported in the SCT for the applicable year for our Non-PEO NEOs reported for that applicable year.
(3)Our Non-PEO NEOs for 2025 and 2024 are David Garrison and Robert Wyman. Our Non-PEO NEOs for 2023 are Laurilee Kearnes, Robert Wyman and David Garrison.
(4)Amounts reported in these columns represent “compensation actually paid” as calculated in accordance with Item 402(v) of Regulation S-K. A reconciliation of the adjustments for our PEOs, Messrs. Fisher, Davis and Linscott, and for the average of the Non-PEO NEOs is set forth in the Reconciliation of SCT to CAP Table below, which describes the adjustments, each of which is prescribed by the SEC rules, to calculate the CAP Amounts from SCT amounts.
(5)Total Stockholder Return (TSR) is cumulative for the measurement periods beginning on December 31, 2022 and ending on December 31, of each of 2025, 2024 and 2023, respectively, calculated in accordance with Item 201(e)(1)(ii) of Regulation S-K.
(6)Amounts reported in this column represent “Net Income (loss)” for each applicable year as set forth in our Consolidated Statements of Comprehensive Income included in our Annual Report on Form 10-K for each of the applicable years.
| 2025 | 2024 | 2023 | ||||
|---|---|---|---|---|---|---|
| PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | |
| Total Compensation from SCT | $1,031,938 | $452,850 | $706,950 | $611,153 | $2,382,143 | $421,580 |
| Adjustment for stock awards | ||||||
| (Minus) SCT amounts for stock awards | (573,305) | (113,750) | — | (263,267) | (908,964) | — |
| Addition: Fair value at year end of awards granted during the covered fiscal year that are outstanding and unvested at year end | 359,512 | 37,625 | — | 169,011 | 1,077,056 | — |
| Addition: Year over Year change in Fair Value as of the Last day of the covered year of outstanding and unvested equity awards granted in prior years | (37,050) | (37,049) | (191,238) | (9,446) | (49,000) | (90,900) |
| Addition: Vesting date fair value of equity awards granted and vested in the covered year | — | — | — | — | — | — |
| Addition: Change in Fair value as of the vesting date of equity awards granted in prior years that vested during the covered year (measured from the end of the prior fiscal year). | (18,523) | (19,286) | (95,619) | 5,200 | (288,354) | (144,002) |
| (Minus): Fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the covered year | (790,199) | (79,251) | — | — | (953,760) | (78,520) |
| Compensation actually paid | $(27,627) | $241,139 | $420,093 | $512,651 | $1,259,121 | $108,158 |
Relationship Between“Compensation Actually Paid” and Certain Performance Measures shown in the Table
Relationship between CAP and TSR
The graphs below illustrate the relationship between CAP for the PEO and Non-PEO NEOs and our TSR.
Relationship between CAP and Net Income (Loss)
The graph below reflects the relationship between the PEO and Average Non-PEO NEOs CAP and our Net loss.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.