Joseph Hartnett
GARMINAbout Joseph J. Hartnett
Joseph J. Hartnett, age 69, has served as an independent director of Garmin since June 2013. He is a Certified Public Accountant (Illinois) with over 20 years at Grant Thornton LLP, and has held senior executive roles including Interim President & CEO of Sparton Corporation (NYSE: SPA), President & CEO of Ingenient Technologies and U.S. Robotics, and CFO at U.S. Robotics. He holds a Bachelor’s degree in Accounting from the University of Illinois at Chicago and is designated an “audit committee financial expert” under SEC rules; the Board affirms his independence under NYSE and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sparton Corporation (NYSE: SPA) | Interim President & CEO | Feb 2016–Mar 2019 | Past chairman and member of Audit Committee; past member of Compensation and Nominating & Corporate Governance Committees |
| Sparton Corporation | Director | Sep 2008–Mar 2019 | Chairman of the Board Oct 2014–Feb 2016 |
| Ingenient Technologies, Inc. | President & CEO | Not disclosed | Former director |
| U.S. Robotics Corporation | President & CEO; CFO | Not disclosed | Former director |
| Grant Thornton LLP | Partner | 20+ years | Various leadership positions at regional, national, international level |
| Crossroad Systems, Inc. | Former Director | Not disclosed | Not disclosed |
External Roles
| Company | Role | Current/Recent Status | Notes |
|---|---|---|---|
| Two other public companies (not named) | Chairman of Audit Committee | Historical experience (not current) | Referenced by Board in nominating rationale |
| Other entities (Swiss statutory report, 2023) | None | As of 2023 | 2023 compensation annex lists “None” for functions in other entities for Hartnett |
Board Governance
- Committee assignments: Audit Committee Chair; members: Hartnett (Chair), Ball, Lewis; all designated “audit committee financial experts” .
- Compensation Committee member; committee chaired by Catherine A. Lewis; members include Ball, Burrell, Hartnett; elected annually by shareholders under Swiss law .
- Independence: Board determined Hartnett meets NYSE and SEC independence standards; Audit Committee members are independent and financially literate .
- Attendance and engagement: Board met 5 times in FY2024 with 4 executive sessions of independent directors; each director attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 AGM .
- Lead Independent Director: Board maintains no lead independent director to promote active engagement by all four independent directors; executive sessions are conducted by the independent directors collectively .
- Audit Committee charter: Amended and restated July 26, 2024; committee meets regularly with external and internal auditors (with and without management) and evaluates auditor independence and performance .
| Committee | Role | 2024 Meetings Held | Charter/Notes |
|---|---|---|---|
| Audit | Chair (Hartnett) | 4 | Charter amended July 26, 2024; oversees financial reporting, internal controls, compliance/ethics, risk policies; auditor selection and independence |
| Compensation | Member | 5 | Members elected annually by shareholders; develops Exec Mgmt compensation policies and proposals to AGM |
| Nominating & Corporate Governance | Not listed as member in 2025; historical membership in 2023 annex | 3 | Oversees Board composition, independence, “overboarding” policy, committee assignments, governance guidelines |
Fixed Compensation
- Non-Management Director program: Annual cash retainer $100,000; chair retainers: $10,000 (Audit) and $5,000 (other standing committees); annual RSU award target value $175,000; Garmin has no formal stock ownership guidelines for directors .
| Component | 2023 (USD) | 2024 (USD) |
|---|---|---|
| Cash fees | $90,000 | $101,667 |
| Stock awards (fair value) | $153,943 | $174,912 |
| Total | $243,943 | $276,579 |
Performance Compensation
| Equity Award Detail | 2024 |
|---|---|
| RSUs granted (number) | 1,090 (grant date fair value $174,912) |
| Grant date | June 7, 2024 |
| Release/vesting disclosure | 1,090 shares will be released to Hartnett within 60 days of April 11, 2025 upon vesting |
| Performance metrics tied to director equity | Not disclosed for director RSUs; program describes annual RSU grants without performance conditions |
Other Directorships & Interlocks
| Entity | Relationship | Notes |
|---|---|---|
| Compensation Committee interlocks | None | Company reported no compensation committee interlocks for FY2024 |
| Related party transactions | None disclosed for Hartnett | Related person transaction disclosures name certain executives; Hartnett not listed; Audit Committee reviews/approves such transactions per policy |
Expertise & Qualifications
- CPA (Illinois); 20+ years at Grant Thornton with leadership roles; deep finance and audit background .
- Senior executive experience in international business, operations management, executive leadership, strategic planning and finance; prior CFO and CEO roles .
- Designated “audit committee financial expert”; prior chair of audit committees at two other public companies .
Equity Ownership
| Ownership Metric | Value |
|---|---|
| Beneficial ownership (shares) | 20,797 |
| Percent of class | <1% (“*”) |
| RSUs pending release (within 60 days of April 11, 2025) | 1,090 |
| Shares outstanding (for context, as of April 11, 2025) | 192,641,210 (excl. treasury) |
| Director stock ownership guidelines | None; Garmin does not have formal guidelines for directors |
Governance Assessment
- Strengths: Long-tenured independent director with deep audit/finance expertise; serves as Audit Committee Chair with an updated charter; Board confirms independence and financial literacy; committee meets with auditors without management, and oversees auditor independence and annual evaluations .
- Engagement: Meets attendance threshold; participates in executive sessions; Compensation Committee member elected annually by shareholders under Swiss law, supporting accountability .
- Alignment: Receives standard director RSU grants; holds 20,797 shares plus RSUs pending release; however, absence of formal director stock ownership guidelines may weaken alignment expectations relative to peers (potential RED FLAG) .
- Conflicts/Interlocks: No compensation committee interlocks reported; no related party transactions disclosed involving Hartnett—low conflict risk .
- Board structure: No Lead Independent Director by design; Board cites benefits of equal engagement among independent directors and frequent executive sessions—investors should monitor efficacy of this structure during critical risk periods .