HARMONIC INC (HLIT)
Sector: Information Technology
2026 Annual Meeting Analysis
HARMONIC INC · Meeting: June 4, 2026
Directors FOR
4
Directors AGAINST
3
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Gallagher has served as a director since 2007 and Board Chair since 2013, meaning his entire tenure overlaps the severe underperformance period; Harmonic's stock fell 26.3% over the past three years while the IYZ benchmark (iShares U.S. Telecommunications ETF, the company's own chosen index benchmark) rose 108.5%, a gap of nearly 135 percentage points, far exceeding the 30-point threshold that triggers an against vote for directors with negative absolute returns.
Ms. Clifford has served as a director since October 2018, well before the three-year underperformance period began, so her tenure fully overlaps the period during which Harmonic's stock fell 26.3% while the IYZ benchmark rose 108.5% — a 134.8 percentage point gap that far exceeds the policy's 30-point trigger threshold for companies with negative absolute three-year returns.
Mr. Krall has served as a director since February 2018, meaning his tenure fully covers the three-year period during which Harmonic's stock declined 26.3% while the IYZ benchmark (iShares U.S. Telecommunications ETF) surged 108.5%, producing a gap of 134.8 percentage points — nearly four and a half times the 30-point threshold that triggers an against vote when a company's absolute three-year return is negative.
For Analysis
Mr. Ben-Natan joined the board in June 2024, less than 24 months before the meeting, so he is exempt from the TSR underperformance trigger under our policy; his pay as CEO is evaluated separately under the Say on Pay proposal.
Ms. Copeland joined the board in June 2024, which is within 24 months of the meeting date, so she is exempt from the TSR underperformance trigger; no other policy flags apply.
Ms. Crandall joined the board in June 2024, which is within 24 months of the meeting date, so she is exempt from the TSR underperformance trigger; no other policy flags apply.
Mr. Dev joined the board in July 2024, which is within 24 months of the meeting date, so he is exempt from the TSR underperformance trigger; he is also the Audit Committee Chair with clear financial expertise as a CPA and public company CFO, meeting all qualifications requirements.
Of the seven nominees, three long-tenured directors (Gallagher since 2007, Clifford since 2018, Krall since 2018) receive AGAINST votes because Harmonic's stock fell 26.3% over three years while the IYZ benchmark rose 108.5%, a 134.8 percentage point gap that far exceeds the 30-point policy threshold; the four directors who joined in 2024 are exempt from the TSR trigger as they have served fewer than 24 months.
Say on Pay
✓ FORCEO
Nimrod Ben-Natan
Total Comp
$6,163,092
Prior Support
95%%
CEO total compensation of approximately $6.2 million is reasonable for a technology company CEO at Harmonic's $1.2 billion market cap, and prior year say-on-pay received 95% support indicating strong shareholder alignment. The pay structure is well-designed with a meaningful performance-based component — the CEO's equity mix is 50% time-based RSUs, 25% TSR-linked performance awards benchmarked against the Nasdaq Telecommunications Index, and 25% Broadband bookings performance awards, meaning the majority of equity pay is tied to measurable outcomes. Annual cash bonus payouts are tied to objective financial targets (operating profit and bookings), the plan has clear thresholds and caps, and a clawback policy is in place.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
5 yrs
Audit Fees
$2,975,000
Non-Audit Fees
$0
Ernst & Young has audited Harmonic since March 2021 (approximately five years), well below the 25-year tenure threshold that would raise independence concerns; non-audit fees are zero, so the non-audit fee ratio is 0%, far below the 50% threshold; EY is a Big 4 firm appropriate for a $1.2 billion market cap company.
Overall Assessment
Harmonic's 2026 annual meeting presents a mixed ballot: three long-tenured directors receive against votes due to severe stock underperformance versus the IYZ benchmark (a 134.8 percentage point gap over three years), while the four newer directors, the auditor ratification, and the say-on-pay proposal all earn support based on clean fee structures, strong prior shareholder endorsement, and a well-designed performance-linked pay program.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing