John Harris
About John R. Harris
John R. Harris (age 77) is an independent director of The Hackett Group (HCKT), serving on the Board since 2006 with a current term expiring in 2026 . He is a seasoned operator and board member in IT, media, telecom and outsourcing, with 25 years at EDS culminating in senior leadership roles, and subsequent CEO/President roles at multiple technology and services companies; he currently chairs HIFU Prostate Cancer Services (private) and serves on the board of Vivakor, Inc. (public) . As of March 14, 2025, Harris beneficially owned 2,154 HCKT shares (under 1% of shares outstanding) excluding 3,441 unvested RSUs under the Outside Director plan .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| eTelecare Global Solutions | President & CEO | Feb 2006 – Oct 2009 | Public company CEO; outsourced customer care services |
| Seven Worldwide Inc. | CEO | Dec 2003 – Jan 2005 | Digital content management; restructuring leadership |
| Delinea Corporation | CEO & President | Jul 2002 – Dec 2003 | Energy sector app/business process management |
| Exolink | CEO & President | Aug 2001 – Jul 2002 | Technology leadership role |
| Ztango, Inc. | Chairman & CEO | Sep 1999 – Sep 2001 | Wireless/mobile services; growth-stage leadership |
| Electronic Data Systems (EDS) | Group Executive; President of 4 strategic business units; Corporate VP, Marketing & Strategy | ~25 years (dates not individually specified) | Ran large P&Ls serving telecom & media; enterprise strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| HIFU Prostate Cancer Services, Inc. (private) | Chairman | Since 2015 | Non‑invasive ultrasound treatment provider |
| Vivakor, Inc. (public) | Director | Not specified | Energy/environmental solutions company |
| Prior boards/advisory (selected) | Director/Advisor | Various | BancTec; Applied Graphic Technologies; Genuity; CapRock Communications; Startek; Premier Global; Sizmek (DG FastChannel); ServiceSource International; Mobivity Holding |
Board Governance
- Independence and roles: Harris is an independent director under Nasdaq rules and serves on all three standing committees—Audit; Compensation (Chair); and Nominating & Corporate Governance—each composed entirely of independent directors .
- Attendance and engagement: In FY2024, the Board met 6 times; Audit 5; Compensation 6; Nominating 5; no director attended fewer than 75% of aggregate Board and committee meetings, and independent directors meet in executive session .
- Leadership structure: HCKT combines Chair/CEO roles and has not appointed a Lead Independent Director; oversight relies on independent committees chaired by independent directors .
- Hedging/pledging: Directors are prohibited from hedging HCKT stock; pledging requires prior Audit Committee approval .
Fixed Compensation (Director)
| Year | Cash Retainer | Equity Grant | Vesting | Other |
|---|---|---|---|---|
| 2024 | $40,000 | $72,000 in RSUs | Vests in full at 1 year; accelerates on involuntary termination incl. change of control | Travel expense reimbursement; optional deferral of shares for 3 or 5 years or until death/disability/termination |
| 2025 (program) | $40,000 | $108,000 in RSUs | 67% vests at 1 year; 33% vests one‑third annually over 3 years; accelerates on involuntary termination incl. change of control | Other aspects unchanged |
Director‑specific fees for committee membership/chair roles, meeting fees, or additional retainers are not disclosed beyond the retainer and equity grants .
Performance Compensation
- HCKT does not use performance‑conditioned pay for non‑employee directors; director equity is time‑vested RSUs under the Outside Director plan .
Other Directorships & Interlocks
- Current public company: Vivakor, Inc. (director) .
- Compensation Committee Interlocks: None—no committee member (including Harris) is/was an HCKT officer or employee, and there are no reciprocal executive/committee relationships disclosed .
Expertise & Qualifications
- Deep operating and governance experience across IT, media, telecommunications, and outsourcing; extensive public company operations and CEO experience; 25 years at EDS with P&L responsibility and corporate strategy leadership; broad prior board/advisory roles .
- Committee leadership: Current Chair of HCKT’s Compensation Committee, overseeing executive pay design, risk assessment of compensation programs, and use of independent consultants .
Equity Ownership
| Metric | Detail |
|---|---|
| Beneficial ownership (3/14/2025) | 2,154 shares; <1% of outstanding |
| Unvested director RSUs (FY2024 year‑end) | 3,077 units outstanding for Harris |
| Unvested director RSUs (as of 2/14/2025 grants) | Additional 2,294 RSUs (1‑year vest) and 1,147 RSUs (3‑year ratable) not included in FY2024 YE tally; total 3,441 unvested RSUs excluded from beneficial ownership |
| Ownership guidelines | Proxy discloses CEO ownership guideline (6x salary); no specific director ownership guidelines disclosed |
| Hedging/pledging | Hedging prohibited; pledging requires Audit Committee pre‑approval |
Insider Trades and Related Transactions
| Date | Type | Shares | Price | Notes |
|---|---|---|---|---|
| Feb 23, 2024 | Company repurchase from director | 25,473 | $24.34 | Conducted under outside director repurchase program approved by Audit Committee and within existing share repurchase program |
| Feb 19, 2025 | Company repurchase from director | 923 | $30.78 | Conducted under outside director repurchase program approved by Audit Committee and within existing share repurchase program |
Governance Assessment
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Strengths
- Independent director with broad operating and board experience; chairs Compensation Committee overseeing a pay‑for‑performance framework and annual risk assessments; committee comprised entirely of independents .
- Robust committee structure with independent membership; regular executive sessions; good attendance record across Board/committees .
- Anti‑hedging policy and controlled pledging support alignment and risk management .
- Strong recent Say‑on‑Pay support (≈99% approval in 2024), indicating positive shareholder sentiment toward compensation oversight .
-
Watch items / potential red flags
- No Lead Independent Director while Chair/CEO roles are combined; independent oversight relies on committee structure and may be scrutinized by some investors .
- Low personal share ownership relative to long tenure (2,154 shares) with most equity exposure via time‑vested RSUs; absence of disclosed director ownership guidelines may temper perceived alignment for non‑employee directors .
- Related‑party share repurchases from directors occurred under a board‑approved program; while pre‑approved by the Audit Committee and within the company’s buyback authorization, optics should be monitored for perceived preferential liquidity to insiders .
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Overall: Harris brings extensive operating and governance expertise and actively leads compensation oversight as Committee Chair. The board’s independent committee structure and policies mitigate risks from a combined Chair/CEO structure, but investors may prefer a formal Lead Independent Director and clearer director ownership expectations to strengthen perceived alignment .