David Garrison
About David Garrison
David Garrison (age 56) is Chief Financial Officer of Harte Hanks, appointed January 2024 after serving as interim CFO since October 2023; he holds an MBA from Boston University and has led multiple ERP implementations and cost-transformation programs . Company performance context: 2024 net income was a loss of $30.3 million and the cumulative TSR value for a $100 investment fell to $67.76 (2021–2024 measurement window), while management reported ending 2024 with $9.9 million in free cash and zero debt . Section 16 compliance for insiders was affirmed for 2024 and hedging of company securities by insiders is prohibited under the Business Conduct Policy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Digital Lumens Incorporated | CFO | May 2021–June 2023 | Led finance at IoT lighting/factory automation company spun out of Osram Sylvania |
| Sensera Ltd. | CFO | Dec 2017–Jan 2021 | Played an important role turning around operations to facilitate a sale |
| Tecogen Inc. (NASDAQ) | CFO | 2014–2017 | Supported growth via cost controls to drive margin expansion and profitability |
| IW Ventures LLC | Managing Director | Not disclosed | Financial consulting leadership |
| TTcogen LLC (JV of Tecogen Inc. and Tedom a.s.) | Managing Director | Not disclosed | JV management and operations |
External Roles
No public-company board roles or external directorships disclosed for Garrison in the proxy biography .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 150,400 | 396,542 |
| Bonus ($) | — | — (no incentives paid under 2024 AIP) |
| Stock Awards ($) | — | 335,646 |
| All Other Compensation ($) | — | 12,115 |
| Total ($) | 150,400 | 744,303 |
CFO Employment Agreement (effective Jan 29, 2024):
- Base salary $375,000; target annual bonus 75% of base; initial grant ~64,600 stock options vesting in three equal installments on each of the first three anniversaries of Jan 29, 2024 .
- Severance for termination without cause or resignation for good reason: 12 months base salary and 12 months employer COBRA contribution, subject to release and compliance with confidentiality, non-solicit, and non-compete obligations .
Performance Compensation
Annual Incentive Plan (AIP)
- Framework: annual cash incentive to drive targeted financial results; no incentives were paid to named executive officers under the 2024 AIP .
- Metrics/weightings for 2024 were not disclosed (smaller reporting company exemptions) .
Equity and Options
| Award Type | Grant/Status | Quantity | Terms |
|---|---|---|---|
| Stock Options (CFO initial grant) | Granted Jan 29, 2024 | ~64,600 | Vest in three equal installments on each of the first three anniversaries of Jan 29, 2024; strike price $7.74; expiration Jan 29, 2034 |
| Options outstanding at 12/31/2024 | Unexercisable | 64,600 | Exercise price $7.74; expiration 1/29/2034 |
| RSUs/PSUs at 12/31/2024 | — | — | None reported for Garrison at year-end |
Equity Ownership & Alignment
| Metric | Mar 31, 2024 | Mar 25, 2025 |
|---|---|---|
| Beneficial Ownership (shares) | — (none disclosed) | 13,129 |
| Percent of Class | <1% | <1% |
| Shares Outstanding (reference date) | 7,245,842 | 7,364,430 |
Policies and alignment:
- Stock ownership guidelines: corporate officers are encouraged to own stock with target multiples (CEO 500% of salary; EVPs/SVPs 200%; VPs 100%); retention of half of net shares from option exercises/vests until guidelines are met; compliance measured annually .
- Hedging prohibited by Business Conduct Policy; no hedging activity by insiders reported; pledging policy not disclosed .
- Section 16(a) filing compliance affirmed for 2024 .
Employment Terms
| Term | Detail |
|---|---|
| Start date | Appointed CFO Jan 29, 2024 (interim CFO since Oct 23, 2023) |
| Contract provisions | Base $375,000; target bonus 75%; 64,600 options vest over three anniversaries; non-compete, non-solicit, confidentiality |
| Severance | 12 months base salary + 12 months employer COBRA contribution for termination without cause or resignation for good reason (subject to release and covenants) |
| Change-in-control | No CIC agreement disclosed for Garrison; CIC coverage applied to General Counsel in 2024 only |
| Clawback | NASDAQ-compliant clawback policy adopted October 22, 2023, covering erroneously awarded incentive compensation for three fiscal years before a restatement |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income (loss), $ thousands | 36,777 | (1,570) | (30,298) |
| TSR – $100 initial value | $156.45 | $89.34 | $67.76 |
| Liquidity snapshot | — | — | Ended 2024 with $9.9 million free cash and zero debt |
Say-on-Pay & shareholder feedback:
- 2024 program (voted in 2024): prior say-on-pay approval was 99.95% of votes cast; annual frequency maintained .
Compensation Structure Analysis
- Mix shift: 2024 cash bonus was not paid (AIP paid zero), with equity compensation and options as the primary at-risk components; Garrison’s 2024 total comp of $744,303 included $335,646 in stock awards and no cash bonus .
- Options vs RSUs: CFO package emphasized stock options with 3-year vesting, creating retention incentives and potential exercise timing effects; no RSUs/PSUs outstanding at year-end for Garrison .
- Governance protections: hedging prohibited and clawback policy in place; pledging policy not disclosed .
Risk Indicators & Red Flags
- Hedging prohibited; no hedging activity reported; pledging policy not disclosed (monitor for pledging in future filings) .
- Section 16 filings compliant in 2024 (reduces reporting risk) .
- AIP paid zero for 2024 (can signal tighter pay-for-performance alignment or underperformance, depending on target achievement) .
Investment Implications
- Retention and alignment: Three-year option vesting beginning Jan 2025 with strike at $7.74 aligns Garrison with equity value creation and creates predictable vesting dates that can be monitored for potential exercise-related selling pressure .
- Ownership trend: Garrison increased beneficial ownership from none (Mar 2024) to 13,129 shares (Mar 2025), but remains <1% ownership; continued accumulation would strengthen alignment versus guideline targets .
- Pay-for-performance: No 2024 AIP payout and presence of clawback and hedging prohibitions point to tighter governance; however, company PVP data shows net losses in 2024 and TSR deterioration, so monitor whether compensation outcomes track improved sales execution the Board targets for 2025 .
- Data gap on insider pressure: Form 4 transaction data could not be fetched via the insider-trades tool due to access issues; rely on proxy tables until insider filings are retrievable; watch forthcoming vesting anniversaries and any subsequent Form 4s for selling or exercises (options expiring 2034) .