Dan Whalen
HARMONICAbout Dan Whalen
Dan Whalen, 57, is an independent director at Harmonic Inc. (HLIT) and a member of the Compensation Committee. He rejoined the board in August 2024 after a prior term from August 2021 to June 2023; his core credentials include senior operating leadership across broadband and video, including President & CEO of ATX Networks, Chief Product Officer at ADTRAN, and multiple P&L roles at Arris. He holds a Bachelor of Engineering from Stevens Institute of Technology .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ATX Networks | President & CEO | Nov 2020 – Jul 2024 | Led network infrastructure and commercial video solutions business |
| ADTRAN | Chief Product Officer | Prior to Nov 2020 (dates not disclosed) | Product strategy in telecom networking |
| Arris International | SVP Sales; SVP & GM Global Services; President, Network & Cloud | Dates not disclosed | Multi-division leadership across sales, services, and network/cloud |
| Cisco Systems; Comdisco; KPMG; Bell Atlantic | Various leadership/key positions | Dates not disclosed | Early-to-mid career operating and technical roles |
External Roles
| Category | Details |
|---|---|
| Current public company boards | None |
| Prior public company boards (last 5 years) | Not disclosed for Whalen in HLIT proxy |
| Private/non-profit/academic boards | Not disclosed |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Whalen is independent under SEC and Nasdaq standards |
| Committees | Compensation Committee (member); 8 committee meetings held in 2024 |
| Board meetings in 2024 | 10 meetings; each director except Mr. Dev attended at least 75% of Board and relevant committee meetings (implies Whalen ≥75%) |
| Years of service on HLIT board | 1 year current term (as of Apr 1, 2025) plus prior service Aug 2021–Jun 2023 |
| Board leadership & executive sessions | Independent Chair; non-employee directors meet in executive session at each regularly scheduled Board meeting |
| Director overboarding policy | Directors capped at ≤5 public boards (incl. HLIT) |
Fixed Compensation
| Program Element (2024) | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $50,000 | Paid quarterly; no per-meeting fees |
| Board Chair additional retainer | $50,000 | Additive to director retainer |
| Audit Committee – Chair/Member | $25,000 / $10,000 | Annual cash fees |
| Compensation Committee – Chair/Member | $19,500 / $9,000 | Annual cash fees |
| Corporate Governance & Nominating – Chair/Member | $11,000 / $5,000 | Annual cash fees |
| Annual equity grant (2024) | $150,000 RSUs, 1-year cliff | Standard annual grant; initial grants prorated by start date |
| Dan Whalen – 2024 Actual | Amount |
|---|---|
| Fees paid in cash | $21,644 |
| Stock awards (grant date fair value) | $81,585 |
| Total 2024 compensation | $103,229 |
2025 update: Annual director equity target increased from $150,000 to $190,000 grant date value, continuing existing cash/equity structure .
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant Date Fair Value | Vesting | Plan/Notes |
|---|---|---|---|---|---|
| Initial RSU (on rejoin) | Aug 21, 2024 | Prorated (unvested RSUs outstanding 5,840 as of 12/31/2024) | $81,585 | Vests in full Feb 15, 2025 (service-based) | Initial grant under 2005 Equity Incentive Plan; time-based RSUs (no performance metrics) |
| Annual director RSU (program) | Feb 16, 2024 (standard cycle) | 12,107 shares for full-year directors | $150,000 target (program) | 1-year cliff to Feb 15, 2025 | Whalen joined after cycle; received prorated initial grant |
Additional structural features:
- No option repricing/exchange; director annual cap $600,000 (cash+equity), $1,000,000 in initial year, under 2025 Equity Plan .
- Awards subject to company clawback policy (adopted for Nasdaq/10D compliance) .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other current public company boards | None |
| Compensation committee interlocks | None for HLIT’s Compensation Committee in 2024 (includes Whalen) |
Expertise & Qualifications
- Senior management/operating leadership in broadband and video (ATX, ADTRAN, Arris) .
- Board skills matrix flags Operations, Executive Leadership, Global Experience, Finance among competencies for Whalen .
- Industry experience across telecom/broadband infrastructure and video platforms .
Equity Ownership
| Ownership Item | Amount/Status |
|---|---|
| Beneficial ownership (Apr 1, 2025) | 9,840 shares; <1% of outstanding |
| Unvested RSUs outstanding (12/31/2024) | 5,840 units |
| Options outstanding | None (no director stock options outstanding) |
| Pledging/hedging | Prohibited by Insider Trading Policy |
| Director ownership guideline | $175,000 minimum; all directors in compliance or on track as of Apr 1, 2025 |
Governance Assessment
- Independence and committee service: Whalen is independent and serves on the Compensation Committee, which met eight times in 2024 with all members independent; this supports board oversight of pay and alignment with investors .
- Attendance/engagement: The Board held 10 meetings in 2024; all directors except one (Dev) met the ≥75% attendance threshold, indicating Whalen met the company’s attendance expectation during his partial-year service .
- Compensation alignment: Director pay mix skews toward equity via time-based RSUs (historically $150k; raised to $190k in 2025), with no performance metrics; cash retains market-standard levels and no meeting fees, and a director pay cap of $600k ($1M initial year), which helps mitigate pay inflation risk .
- Ownership and risk controls: Ownership guideline of $175,000 and prohibitions on hedging/pledging enhance alignment; awards are subject to clawback under the 2025 plan .
- Conflicts/related-party: No related-party transactions ≥$120,000 in 2024; no compensation committee interlocks; Board reaffirmed director independence including Whalen—reducing conflict risk .
- Broader investor confidence signals: 2024 say‑on‑pay received ~94% support, indicating shareholder comfort with pay governance; while not director-specific, it reflects the Compensation Committee’s standing with investors (Whalen is a member) .
RED FLAGS: None disclosed for Whalen. Monitor for any business dealings with former employers (ATX, ADTRAN, Arris/Cisco) that could create related‑party concerns—none reported for 2024 .