Dana Crandall
HARMONICAbout Dana Crandall
Dana L. Crandall (age 60) is an independent director of Harmonic Inc. (HLIT) since June 2024, serving as a member of the Audit Committee; she is founder of Crandall Consulting and previously EVP/COO of Sky Deutschland, and held senior technology and operating roles at Comcast West and BT Operate, with a B.S. in Electrical Engineering (University of Denver) and an MBA from Kellogg (Northwestern) . As of April 1, 2025, her board tenure is ~1 year; the Board has affirmatively determined she is independent under SEC/Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sky Deutschland GmbH | EVP & Chief Operating Officer | Jul 2021 – Jun 2023 | Senior operating leadership in media; operational execution |
| Comcast West (Comcast Corp.) | SVP, Customer Experience & Call Center Ops | Nov 2013 – Jul 2021 | Led technology and operations for customer experience |
| BT Operate (British Telecom) | Managing Director & Chief Information Officer | Not disclosed | Technology leadership; CIO responsibilities |
| Qwest Communications; US West | Various leadership positions | Not disclosed | Telecom operating leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Interstate BancSystem, Inc. (public) | Director | Mar 2014 – Sep 2021 | Chair, Technology Committee; member, Audit & Risk Committees |
| Other current public company boards | None | — | — |
Board Governance
- Independence: Board classified Crandall as independent; 7 of 8 2025 nominees were independent .
- Committee assignment: Audit Committee member; the Audit Committee met 8 times in 2024 and is chaired by Deborah L. Clifford; Crandall not designated a “financial expert” (Clifford and Dev are) .
- Attendance: Board met 10 times in 2024; all directors except Mr. Dev attended at least 75% of aggregate Board/committee meetings—Crandall met the ≥75% threshold; all directors attended the 2024 annual meeting .
- Board leadership: Separate Chair/CEO; independent directors hold executive sessions at every regularly scheduled Board meeting .
- Conflicts oversight: Corporate Governance & Nominating Committee manages independence and potential conflicts; Audit Committee oversees related-party transactions .
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 30,549 | 102,543 | 133,092 |
| Program Element | 2024 Terms | 2025 Update |
|---|---|---|
| Board annual cash retainer | $50,000 | No change disclosed |
| Audit Committee – Chair/Members | Chair $25,000; Member $10,000 | No change disclosed |
| Compensation Committee – Chair/Members | Chair $19,500; Member $9,000 | No change disclosed |
| Corporate Governance & Nominating – Chair/Members | Chair $11,000; Member $5,000 | No change disclosed |
| Equity – Annual RSU grant | $150,000 grant-date value; 1-year cliff vest | Increased to $190,000 grant-date value; 1-year cliff vest |
| Meeting fees | None (no per-meeting fees) | — |
- Initial New Director RSU grants in 2024 were prorated to start date and scheduled to vest in full on Feb 15, 2025; Crandall’s initial RSU grant was made June 24, 2024 .
Performance Compensation
| Item | Detail |
|---|---|
| Performance-based director pay | None; non-employee director equity is time-based RSUs (1-year cliff); no performance metrics attached . |
| Deferrals | Directors may elect deferral of RSUs under the director deferral policy; elections are individual—no deferral is disclosed for Crandall . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Prior public company boards | First Interstate BancSystem, Inc. (2014–2021) |
| Committee roles at other boards | Technology Chair; Audit & Risk member (First Interstate) |
| Interlocks/conflicts | No compensation committee interlocks; no related-party transactions >$120,000 involving directors reported for 2024 . |
| Board service limits | Harmonic policy: Directors may not serve on >5 public company boards (including Harmonic) . |
Expertise & Qualifications
- Core expertise: Industry experience in broadband/telecom; innovation/technology; executive leadership; global experience; cybersecurity/IT; operations, per Harmonic’s competency matrix .
- Education: B.S. Electrical Engineering (University of Denver); MBA (Kellogg School of Management, Northwestern) .
Equity Ownership
| Date / Item | Shares / Value | Notes |
|---|---|---|
| Beneficial ownership (Apr 1, 2025) | 8,909 shares; <1% of outstanding | Table uses 114,679,154 shares outstanding; “*” denotes <1% . |
| Unvested RSUs (Dec 31, 2024) | 8,909 RSUs | Scheduled to vest Feb 15, 2025 (annual grant) . |
| Stock ownership guideline | Must own ≥$175,000 market value by 5th anniversary of election; directors are in compliance or on track . | |
| Pledging/hedging | Prohibited under Insider Trading Policy; director ownership is not allowed to be hedged or pledged . | |
| Options outstanding | None for directors as of Dec 31, 2024 . |
Insider Trades
| Period | Disclosure | Notes |
|---|---|---|
| 2024 | No delinquent Section 16(a) filings noted for Crandall; proxy lists late filings for other insiders only . |
Note: The proxy does not enumerate Crandall’s Form 4 transactions; only delinquent filings are disclosed. No related-party transactions involving Crandall were reported for 2024 .
Governance Assessment
- Board effectiveness: Fresh independent oversight (major refresh in 2024) and independent committee membership; Crandall strengthens Audit oversight with deep operating/technology background and prior audit/risk committee experience at a public bank .
- Independence/engagement: Independent; met ≥75% attendance threshold; participated in a Board with routine executive sessions, enhancing independent oversight .
- Compensation alignment: Mix favors equity (2024: ~$102.5k RSUs vs ~$30.5k cash), aligning with shareholder interests; one-year cliff RSU structure avoids short-termism; no per-meeting fees .
- Ownership alignment/risk controls: Ownership guideline in place; hedging/pledging prohibited; non-employee director compensation cap under 2025 plan ($600k standard; $1M initial-year cap) reduces pay inflation risk .
- Conflicts/related party: No related-party transactions disclosed for 2024; conflicts overseen by Corporate Governance & Nominating Committee and Audit Committee .
RED FLAGS: None identified in disclosures—no pledging/hedging, no related-party transactions, no meeting fees, and no delinquent filings reported for Crandall; she is not designated an Audit Committee “financial expert,” but the committee includes two such experts, which mitigates technical audit oversight risk .