Ian Harris
About Ian Harris
Ian Harris is a 36-year-old independent director of Cantaloupe, Inc. (CTLP), serving since February 2022. He is currently Chief Financial Officer of Talkspace, Inc., and previously was a Partner and Managing Director at Hudson Executive Capital (May 2017–May 2024) and an investment banking Associate at Barclays Capital; he also advised Cantaloupe’s management and Board from August 2020 to February 2022. Harris holds Bachelor of Arts degrees from Brown University, and his core credentials center on corporate finance, investing, and familiarity with CTLP’s operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hudson Executive Capital | Partner & Managing Director | May 2017–May 2024 | Value-oriented public markets investing; finance background relevant to CTLP Board |
| Barclays Capital | Investment Banking Associate | Not disclosed | Corporate finance experience |
| Cantaloupe, Inc. | Advisor to management and Board | Aug 2020–Feb 2022 | Advised on financial and operational matters; Board determined this prior affiliation does not impair independence |
External Roles
| Organization | Role | Tenure | Public Company? | Notes |
|---|---|---|---|---|
| Talkspace, Inc. (NASDAQ: TALK) | Chief Financial Officer | Current | Yes | External CFO role; potential time-commitment consideration |
| Liberated Syndication Inc. | Director | Current | Not specified | Board service alongside CTLP |
Board Governance
- Committee assignments: Compensation Committee member; Finance Committee member (Finance chaired by Jacob Lamm; Compensation chaired by Michael K. Passilla) .
- Independence: Board determined all nominees are independent under Nasdaq standards, except the CEO; Harris is independent .
- Attendance and engagement: The Board and its committees held 31 meetings in FY2025; each director attended at least 75% of meetings of the Board/committees on which they served, and all directors attended the 2025 Annual Meeting .
- Committee activity levels: Compensation Committee held 5 meetings in FY2025; Finance Committee held 4 meetings in FY2025 .
Fixed Compensation
| Fiscal Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| FY2025 | $50,000 | $100,000 | $150,000 |
- Director compensation program provides additional annual cash retainers only for committee chairs (Chair of the Board $35,000; Audit & Risk Chair $25,000; Compensation Chair $10,000; NCG Chair $7,500; Finance Chair $10,000); no meeting fees; cash paid monthly in arrears .
- Non-employee directors are eligible for annual RSU grants targeting ~$150,000; in May 2025, each non-employee director received 19,157 RSUs (standard one-year vesting per program) .
Performance Compensation
| Award Type | Grant Detail | Quantity/Value | Key Terms |
|---|---|---|---|
| RSUs (Annual Director Grant) | Granted May 12, 2025 | 19,157 RSUs | Eligible for annual grant targeting ~$150,000; standard vesting on first anniversary of grant date per program |
| Stock Options (Outstanding) | Granted Feb 7, 2022 | 87,500 options | Exercise price $8.02; 25% vests on first anniversary; remaining 75% vests in equal quarterly installments over three years thereafter; prorated vesting upon separation per completed calendar quarter |
- Performance metrics tied to director compensation: None disclosed (director equity is time-based RSUs; options vesting is time-based) .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict Consideration |
|---|---|---|
| Hudson Executive Capital LP | Former employer; significant shareholder of CTLP (12.7%) | Board considered Harris’s prior advisor role and determined it does not impair independence; related-party transactions overseen by Audit & Risk Committee under Item 404 policy |
| Liberated Syndication Inc. | Current director | No CTLP transactions disclosed; low conflict visibility based on proxy |
| Talkspace, Inc. | CFO | External operating role; no CTLP-Talkspace dealings disclosed in related-party section |
Expertise & Qualifications
- Corporate finance and investing expertise; deep familiarity with CTLP from prior advisory work .
- Board skills matrix emphasis at CTLP includes Accounting & Finance, M&A, Strategic Planning, Technology & Cybersecurity, and Payments Industry as Board-level priorities; Harris’s profile aligns with finance/investing .
- Education: Bachelor of Arts degrees from Brown University .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Ian Harris | 275,375 | <1% (asterisk in proxy) | Includes sole voting/investment power unless otherwise indicated |
Additional alignment and instruments:
- Outstanding equity: 87,500 stock options (Feb 7, 2022; $8.02 strike; time-based vesting as above) .
- RSUs: 19,157 RSUs granted May 12, 2025; annual director grant under program .
- Stock ownership guidelines: Non-employee directors must own shares valued at ≥5× annual cash retainer within five years; all directors are either compliant or within grace period .
- Hedging/Pledging: Anti-hedging policy prohibits hedging or short positions by directors; pledging not specifically addressed in cited sections .
Governance Assessment
- Independence and committee service: Harris is independent and serves on two economically significant committees (Compensation and Finance), supporting board effectiveness and oversight of pay, capital structure, and transactions .
- Attendance: Board-wide attendance thresholds were met (≥75%) and annual meeting attendance was 100%; committee cadence suggests reasonable engagement expectations (Comp 5; Finance 4) .
- Alignment via equity and ownership guidelines: Director equity is material (annual RSU program; options outstanding) and guidelines require meaningful ownership, which the proxy notes is compliant or within grace periods—supportive of shareholder alignment .
- Compensation governance quality: Compensation Committee uses an independent consultant (Aon/McLagan); company policies disallow repricing of underwater options without shareholder approval; clawback policy applies to Section 16 officers; anti-hedging policy applies to directors—overall strong governance signals .
- Potential conflicts/interlocks: Prior role advising CTLP and past employment at Hudson Executive Capital (a 12.7% shareholder) could present perceived influence risks; the Board reviewed Harris’s prior affiliation and affirmed independence; related-party oversight resides with the Audit & Risk Committee (Item 404 policy) limiting conflict exposure. No specific related-party transactions involving Harris are disclosed .
- RED FLAGS: None disclosed regarding legal proceedings, option repricing, tax gross-ups, or related-party transactions involving Harris; hedging prohibited. Monitor any future CTLP engagements with Hudson-affiliated entities given ownership concentration .