Robert Wyman
About Robert Wyman
Robert T. Wyman, age 61, is General Counsel of Harte Hanks (HHS) since 2021, overseeing legal, regulatory, and corporate governance across all businesses. He previously served as Corporate Counsel (2011–2021), holds a B.S. in Business Management from UMass Lowell (1985) and a J.D. from New England Law | Boston (1990), and has practiced law for more than 34 years in MA and NH . Company performance over his tenure shows Total Stockholder Return (initial $100) of $156.45 in 2022, $89.34 in 2023, and $67.76 in 2024, with Net Income of $36.8M (2022), -$1.6M (2023), and -$30.3M (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Harte Hanks | Corporate Counsel | 2011–2021 | Supported legal and governance during operational restructuring and multi-year turnaround . |
| Wyman & Barton (law firm) | Founding Partner; Of Counsel | Concurrent with HH service | Led practice in commercial/real estate and litigation; provided broad legal depth . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Georgetown Bank | Director | Jan 2008–Jan 2018 | Oversight of community bank governance and risk . |
| Lowell MA Boys & Girls Club | Director | 10 years | Community leadership; governance support . |
| New Wave Swim Club | Director | 2 years | Non-profit governance . |
| Merrimack Valley Housing Partnership (Project Genesis) | Advisor | 2010–present | Affordable housing advisory; community impact . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $275,000 | $287,115 |
| Target Bonus % | Not disclosed (smaller reporting company; no CD&A) | Not disclosed (smaller reporting company; no CD&A) |
| Actual Bonus Paid ($) | $40,000 (2023 AIP) | $0 (no incentives paid under 2024 AIP) |
| Stock Awards Grant-Date Fair Value ($) | — | $190,888 |
| All Other Compensation ($) | — | — |
| Total Compensation ($) | $315,000 | $478,003 |
Performance Compensation
| Component | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Incentive Plan (2023) | Not disclosed | Company operational/financial goals (not disclosed) | Achieved (partial) | $40,000 | Cash (option to elect up to 30% in RSUs at 125% value; policy, not individual election disclosed) |
| Annual Incentive Plan (2024) | Not disclosed | Company goals (not disclosed) | Not achieved | $0 | — |
| PSUs (Grant 5/26/2022) | Price-hurdle | Share price ≥$11 (3,600 sh), ≥$13 (3,600 sh), ≥$15 (4,800 sh) for 90 consecutive days | As of 12/31/2024, unearned | $126,175 market value of all unearned PSUs (aggregate) | Vest upon sustained thresholds; payable in stock or cash |
| PSUs (Grant 3/4/2024) | Price-hurdle | Share price ≥$11 (3,750 sh), ≥$13 (3,750 sh), ≥$15 (5,000 sh) after 90 days from grant | As of 12/31/2024, unearned | Included in $126,175 aggregate market value | Vest upon sustained thresholds |
| RSUs (time-based) | N/A | Time-based vesting | N/A | N/A | 2,000 RSUs vest 5/26/2025; 4,666 vested 3/4/2025; 4,666 vest 3/4/2026; 4,666 vest 3/4/2027 |
Equity Ownership & Alignment
| Metric | As of Mar 31, 2023/Dec 31, 2023 | As of Mar 25, 2025/Dec 31, 2024 |
|---|---|---|
| Beneficial Ownership (shares) | 14,796 (as of 3/31/2024; 7,245,842 SO) | 26,070 (as of 3/25/2025; 7,364,430 SO) |
| Ownership % of SO | <1% | <1% |
| RSUs unvested (#; $ MV) | 10,667; $72,429 (12/31/2023; $6.79 close) | 14,500; $74,675 (12/31/2024; $5.15 close) |
| PSUs unearned (#; $ MV) | 12,000; $81,480 (12/31/2023) | 24,500; $126,175 (12/31/2024) |
| Options exercisable (#) | 297 @ $82.30 expiring 4/15/2024 | — |
| Options unexercisable (#) | 854 @ $76.80 expiring 1/11/2024 | — |
- Stock ownership guidelines: 500% of salary (CEO), 200% (EVP/SVP), 100% (VP); officers must reach minimum within 5 years; if not met, must retain half of “net shares” upon vesting/exercise; compliance reviewed annually .
- Policy forbids hedging of Company securities; management not aware of any hedging by insiders; no pledging disclosure noted .
Employment Terms
- Executive Severance Policy: If terminated without “cause,” severance equals 12 months of base salary plus up to 12 months of healthcare contributions; non-compete and non-solicit required; no equity acceleration; policy terminates immediately prior to a change of control (Wyman covered during 2024) .
- Change-in-Control (CIC) Agreement: Double-trigger—post-CIC termination without “cause” or resignation for “good reason” → severance equal to 12 months base salary plus target bonus, and cash to cover health premiums for 24 months (Wyman is party to CIC) .
- Clawback Policy (effective Oct 22, 2023): Company must recover erroneously awarded incentive compensation received by covered Section 16 officers over prior 3 fiscal years upon “Big R” or “little r” restatement; applies to incentive-based pay; included as 10-K exhibit .
- Insider trading/hedging: Hedging prohibited under Business Conduct Policy .
Compensation Structure Analysis
- 2024 shift toward equity: Salary up modestly (+$12k YoY), cash bonus zero, and stock awards $190,888—greater at-risk alignment vs cash despite no AIP payout .
- PSUs rely solely on sustained share-price hurdles ($11/$13/$15), increasing sensitivity to TSR rather than operating metrics; two PSU tranches (2022 and 2024) totaling 24,500 units remained unearned at year-end 2024 .
- Ownership guideline retention rule (hold 50% of net shares until compliant) reduces near-term selling pressure upon vesting events if guideline not met .
- Say-on-Pay showed strong shareholder support historically (99.95% approval) reflecting investor acceptance of pay design context .
Vesting Schedules and Insider Selling Pressure
- Near-term RSU vest dates: 2,000 RSUs vest 5/26/2025; additional tranches vest on 3/4/2026 and 3/4/2027 (4,666 each); 4,666 already vested on 3/4/2025 .
- PSU hurdles: If price thresholds are achieved for 90 consecutive days, 12,000 (2022 grant) and 12,500 (2024 grant) PSUs vest—potential supply if hurdles are met; currently unearned as of 12/31/2024 .
- Ownership guideline retention requirement may moderate net selling upon vesting if guideline not yet satisfied .
Performance & Track Record
- TSR trend and profitability: $100 investment value fell to $67.76 by 12/31/2024, with Net Income of -$30.3M in 2024, -$1.6M in 2023, and +$36.8M in 2022 .
- Strategic programs: Company highlights Project Elevate (cost and efficiency program) and pension risk elimination in 2024; management’s 2025 priorities include AI in call centers/marketing, specialized healthcare data rights, and fulfillment modernization—macro context for legal/governance oversight .
Investment Implications
- Alignment: Wyman’s compensation leans toward equity vesting and price-hurdle PSUs; 2024 zero AIP payout plus unearned PSUs tie realized pay to share performance and vesting conditions—constructive for alignment but dependent on TSR recovery .
- Retention Risk: Severance (12 months) and double-trigger CIC (12 months salary + target bonus + 24 months health premiums) provide reasonable retention economics without automatic equity acceleration—balanced protection with shareholder-sensitive triggers .
- Selling Pressure: RSU tranches through 2027 create predictable vesting events; guideline-driven net-share retention mitigates forced selling if ownership requirements remain outstanding .
- Governance Quality: Robust clawback policy (restatement-based), hedging prohibition, and strong prior say-on-pay support reduce governance red flags; no pledging disclosure noted .