David Krall
HARMONICAbout David Krall
David Krall, age 64, has served as an independent director of Harmonic Inc. since February 2018. He holds B.S. and M.S. degrees in Electrical Engineering from MIT and an MBA (with distinction) from Harvard Business School, and brings executive leadership and digital/streaming media expertise from roles at Roku, QSecure, and Avid Technology . The Board has determined he is independent under SEC and Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Roku, Inc. | President & Chief Operating Officer | 2010 | Led all functional areas; later continued as strategic advisor |
| QSecure, Inc. | President & Chief Executive Officer | ~2 years (prior to Roku) | CEO leadership in security technology |
| Avid Technology, Inc. | President & Chief Executive Officer; various senior roles | 1995–2007; CEO for seven years | Drove transformation in media tech; extensive executive experience |
| Engineering/Project roles | Engineer/Project Manager | Early career | Technical foundation in product development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Progress Software Corporation | Director; Chair, Compensation Committee | Current | Public company board; compensation oversight leadership |
| Audinate Pty Ltd. | Board Chair | Current | Audio networking company; board leadership role |
| Roku, Inc. | Strategic Advisor | Since Dec 2010 | Ongoing advisory role in streaming devices |
| Universal Audio, Inc. | Strategic Advisor | Since Aug 2011 | Advisory role in audio hardware/software |
| Quantum Corporation | Director | Aug 2011–Mar 2017 | Prior public company directorship |
| WeVideo, Inc.; Rombauer Vineyards | Director (private) | As disclosed in 2021 proxy | Private company boards; ecosystem exposure |
Board Governance
| Item | Detail |
|---|---|
| Committees | Compensation Committee (Chair); Corporate Governance & Nominating Committee (Member) |
| Independence | Board determined Krall is independent (SEC/Nasdaq) |
| Meetings Held 2024 | Board: 10 meetings; Compensation: 8; Corporate Governance & Nominating: 8 |
| Attendance | Each director except Mr. Dev attended ≥75% of Board and committee meetings; Krall met the ≥75% threshold |
| Executive Sessions | Non-employee directors meet in executive session at each regularly scheduled Board meeting |
| Governance Practices | Separate Chair/CEO; majority voting; stock ownership requirements; independent comp consultant; hedging/pledging restricted |
Fixed Compensation
| Year | Fees Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 67,604 | 165,503 (annual RSU grant) | 233,107 |
Director compensation elements (approved for 2024): Board retainer $50,000; Board Chair additional $50,000; Committee chairs/members: Audit Chair $25,000/Member $10,000; Compensation Chair $19,500/Member $9,000; Corporate Governance & Nominating Chair $11,000/Member $5,000; annual equity $150,000 in RSUs (1-year cliff vest) . No meeting fees; retainers paid quarterly . In Feb 2025, target annual equity grant value increased to $190,000 (subject to 2025 plan approval) .
Performance Compensation
| Component | Metric Type | Terms |
|---|---|---|
| Director Equity Grants (2024) | Time-based RSUs (no performance metrics) | $150,000 RSU grant; vests in full after one year; grants historically in Q1 |
| 2024 Annual RSU (Krall) | Shares granted | 12,107 RSUs granted on Feb 16, 2024; scheduled to vest Feb 15, 2025, subject to continued service |
| Deferral Elections | Optional | Directors may elect to defer RSU settlement; deferrals disclosed for Gallagher, Clifford, Dev (Krall not listed) |
Executive incentive metrics (TSR-based PSUs vs Nasdaq Telecommunications Index) apply to NEOs and not to directors . No director performance metrics are disclosed beyond time-based vesting .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Progress Software (Comp Committee Chair); Audinate Pty Ltd. (Board Chair) |
| Interlocks | No compensation committee interlocking relationships disclosed for Krall or the committee in 2024 (Item 407(e)(4)) |
| Board limits | Directors cannot serve on >5 public company boards (including Harmonic) |
Expertise & Qualifications
- Executive leadership across streaming/digital media and enterprise software; prior CEO/COO roles at Roku, Avid, QSecure .
- Deep technology credentials (MIT EE B.S./M.S.), and strategic/business training (Harvard MBA, with distinction) .
- Current leadership of compensation oversight at HLIT and PROG; board chair at Audinate, indicating governance and remuneration expertise .
- Board-designated independent director under SEC/Nasdaq rules .
Equity Ownership
| Metric | 2018 | 2019 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|
| Beneficial Ownership (shares) | 0 | 15,023 | 109,492 | 128,649 | 143,044 | 153,490 | 175,597 |
| Percent of Shares Outstanding | <1% | <1% | <1% | <1% | <1% | <1% | <1% |
| Unvested RSUs Outstanding (as of period end) | — | — | 38,208 (Dec 31, 2020) | — | — | 12,107 (Dec 31, 2024) | — |
Non-Employee Director Stock Ownership Policy: required beneficial ownership ≥$175,000 market value by the later of the 2018 annual meeting or five years after election; as of Apr 1, 2025, each non-employee director is in compliance or on track . Hedging and pledging of Harmonic stock are restricted under the Insider Trading Policy .
Governance Assessment
- Committee leadership: As Compensation Committee Chair, Krall oversees executive pay, equity plans, and director compensation; the committee met eight times in 2024, indicating high engagement .
- Independence and attendance: Board affirmed independence; Krall met the ≥75% attendance threshold; Board held 10 meetings in 2024 .
- Ownership alignment: Beneficial ownership increased to 175,597 shares by Apr 1, 2025; unvested RSUs of 12,107 at year-end 2024; director ownership guidelines in place and directors are compliant/on track .
- Pay structure quality: Director pay mix is cash retainer plus time-based RSUs; no meeting fees; retainers aligned with market via independent consultants (Compensia for 2024; Exequity consulted for 2025 equity increase) .
- Conflicts and related-party exposure: No related-party transactions >$120,000 in 2024; no compensation committee interlocks; CG&N Committee manages independence/conflicts .
- Investor confidence signals: 2024 say‑on‑pay approval ~94% for NEO compensation, supportive of compensation governance overseen by the committee Krall now chairs .
RED FLAGS: None observed—no related-party transactions, no interlocks, hedging/pledging restricted, and adequate attendance disclosed .
Notes
- Committee composition refreshed in 2024–2025: Krall became Compensation Committee Chair after Mitzi Reaugh’s December 2024 resignation; CG&N Committee in 2024 comprised Clifford, Gallagher (Chair), Krall .
- Director equity grants are time-based RSUs; discretionary grants were not made in 2024; new director initial RSUs were prorated based on start date .
- Deferral elections were made by Gallagher, Clifford, and Dev for 2024 RSUs; no deferral election disclosed for Krall .