David Fisher
About David Fisher
David Fisher, age 50, is President of Harte Hanks (effective retro to June 2, 2025) after serving as Interim COO (January 2025) and Chief Transformation Officer (January 2024). He has a bachelor’s degree in accounting/business management from the Wisconsin School of Business and is a CPA, with prior leadership in procurement, finance, FP&A, and corporate development at Tribune Publishing and Source Interlink; he began consulting for HHS in March 2023 and launched “Project Elevate” to drive EBITDA stability and operational efficiency . Company performance context near his appointment: Q3 2025 revenue was $39.5M vs $47.6M in Q3 2024, EBITDA $1.7M vs $2.9M, and net loss of $(2.3)M vs net income $0.1M YoY .
Company performance snapshot (YoY)
| Metric | Q3 2024 | Q3 2025 |
|---|---|---|
| Revenue ($USD Thousands) | $47,630 | $39,520 |
| EBITDA ($USD Thousands) | $2,937 | $1,727 |
| Net (Loss) Income ($USD Thousands) | $142 | $(2,286) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tribune Publishing | Chief Procurement Officer & SVP Corporate Finance & Planning | 2014–2022 | Led strategic sourcing, cost transformation, FP&A, and corporate development |
| Source Interlink | SVP Finance | Prior to Tribune (years not specified) | Finance leadership at a distribution/publishing company |
| BDO USA, LLP | Assurance Manager | Prior to Source Interlink (years not specified) | Audit/assurance experience; foundation for CPA credentials |
| Harte Hanks | Strategic Development Advisor | March 2023–Jan 2024 | Identified operational inefficiencies and growth opportunities |
| Harte Hanks | Chief Transformation Officer | Jan 29, 2024–Jan 2025 | Launched “Project Elevate” focusing on EBITDA stability and execution discipline |
| Harte Hanks | Interim COO | Jan 28, 2025–June 2025 | Oversaw segment alignment and transformation during leadership transition |
| Harte Hanks | President | Effective June 2, 2025 | Day-to-day operations, transformation leadership, and M&A oversight |
External Roles
| Category | Details |
|---|---|
| Public company boards | None disclosed in the proxy |
| Non-profit/academic/private boards | Not disclosed |
Fixed Compensation
| Component | Terms |
|---|---|
| Base salary | $400,000 per year (bi-weekly) |
| Target annual bonus | Up to 100% of base salary under the Company’s annual bonus plan (2025 eligible), contingent on Company financial results and individual objectives, subject to Board approval; payable no later than March 15 following the performance year if employed on payment date |
| Benefits | Eligible for 401(k) (5% match), medical/dental/vision, company-paid life & AD&D, FSA, long-term disability, EAP, educational assistance, paid holidays, PTO (20 days accrued monthly), minimum 4 weeks’ vacation; business expense reimbursement (no mileage reimbursement for personal vehicles) |
| Employment | At-will; governed by Delaware law; Illinois designated work location for payroll taxes; reaffirmed NDA and non-solicit agreements |
| Proxy authority | Named management proxy holder for Annual Meeting (with CFO and GC) |
Performance Compensation
Annual Incentive (Short-Term)
| Metric Category | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Company financial results (total company) | Not disclosed | Board-approved goals | Not disclosed | Not disclosed | Combined with individual objectives; plan requires Board approval |
| Individual performance objectives | Not disclosed | Agreed with Board | Not disclosed | Not disclosed | Payable by March 15 following the year, subject to employment on payment date |
Long-Term Incentives (Equity)
| Award Type | Grant Terms | Vesting | Strike/Price | Expiration | Notes |
|---|---|---|---|---|---|
| Stock options | 32,400 options granted retro to June 2, 2025 | 1/3 on first anniversary of effective date as President; remaining 2/3 vest 1/3 each on second and third anniversaries, subject to continuous employment | $4.55 per share (closing price on June 2, 2025) | Not disclosed | Non-Qualified Stock Option Award Agreement governs |
| RSUs | 80,000 RSUs under Company plan | Equal annual installments over three years beginning June 2, 2025, subject to continued employment | N/A | N/A | RSU award agreement governs |
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Beneficial ownership (as of March 25, 2025) | — shares; less than 1% of class |
| Shares outstanding (as of March 25, 2025) | 7,364,430 |
| Vested vs. unvested | Not disclosed in proxy for Fisher; new grants in June 2025 vest over 3 years |
| Hedging/Pledging | Hedging by officers is prohibited; pledging not expressly addressed in cited proxy excerpt |
| Ownership guidelines | Officers must meet stock ownership targets within five years from commencement; if not at target, must retain half of “net shares” upon vesting/exercise; compliance measured by paid consideration or 12-month average price; options/performance awards excluded from compliance calculation |
| Alignments & pressures | RSU/option vesting creates scheduled supply; net-share retention mitigates near-term selling; low current ownership increases sensitivity to vest-related liquidity needs |
Employment Terms
| Provision | Terms |
|---|---|
| At-will status | Employment is at-will |
| Severance (no cause / good reason) | 12 months of base salary paid in regular payroll intervals; begins 60 days after termination; ceases if new employment is found before paid in full; subject to executed separation agreement and release |
| Cause | Includes violation of material written policy, failure to follow Board orders/respond/update, gross negligence/willful disregard, breach of obligations/restrictive covenants, financial dishonesty, felony indictment/conviction/plea, acts of dishonesty/moral turpitude detrimental to Company; other termination is “without Cause” |
| Good Reason | Material diminution of duties, material base pay reduction (with carve-out for broad pay cuts), Company breach, relocation increasing commute by >50 miles; requires notice, cure period, and timely termination after cure period |
| Change-in-Control mechanics | A CIC resulting in sale of substantially all assets or elimination of President role (including completion of Project Elevate or retention of new CEO eliminating President) where Company cannot offer similar role reporting to CEO constitutes “without Cause” termination; severance per above; equity acceleration terms not disclosed |
| Restrictive covenants | NDA and non-solicitation agreements reaffirmed; continue regardless of job changes; confirmation that employment does not violate prior non-compete/confidentiality obligations |
| Clawback | Company adopted NASDAQ-compliant clawback policy on Oct 22, 2023, covering erroneously awarded incentive compensation received in the three fiscal years preceding a “Big R” or “little r” restatement; applies to Section 16 officers |
| Location/Tax | Designated work location: Illinois for payroll tax withholding; Agreement governed by Delaware law |
| Perquisites/expenses | Reimbursement for reasonable business expenses; no mileage reimbursement for personal vehicles |
Performance & Track Record
- Transformation leadership: Launched and leads “Project Elevate,” focused on EBITDA stability, efficiency, and client-centric growth; Chairman cites Fisher’s operational rigor and execution discipline in driving modernization and expansion .
- Scope of responsibility: As President, oversees Marketing Services, Customer Care, Fulfillment & Logistics, continues transformation, and leads M&A and Board engagement .
- Near-term financials: Q3 2025 adjusted EBITDA was $2.4M vs $4.1M in Q3 2024 (company definition), with adjusted operating margin 3.0% vs 6.5% YoY—highlighting execution challenges and cost actions underway .
Adjusted results (Company disclosure)
| Metric | Q3 2024 | Q3 2025 |
|---|---|---|
| Adjusted EBITDA ($USD Thousands) | $4,141 | $2,415 |
| Adjusted Operating Income ($USD Thousands) | $3,102 | $1,197 |
| Adjusted Operating Margin (%) | 6.5% | 3.0% |
Investment Implications
- Pay-for-performance alignment: Cash compensation is moderate ($400k base with up to 100% bonus), with significant equity via options (32,400 at $4.55 strike) and RSUs (80,000), vesting over three years—tying value to share price and retention but without disclosed performance-vesting features on LTI .
- Retention risk vs liquidity: Severance of 12 months base offers baseline protection; low disclosed ownership as of March 25, 2025 and scheduled LTI vesting create potential selling pressure, partially mitigated by net-share retention and ownership guidelines .
- CIC and governance protections: CIC mechanics deem certain events “without Cause” (severance eligible) with no disclosed accelerated vesting—reducing golden parachute risk; NASDAQ-compliant clawback and hedging prohibition strengthen alignment and downside governance .
- Execution risk: Project Elevate positions HHS for efficiency and EBITDA improvement; however, recent YoY declines in revenue and EBITDA underscore operational headwinds, making transformation outcomes the key lever for compensation realization and insider signaling .