Deborah Clifford - Director | HARMONIC (HLIT) Executive Profile & Compensation

About Deborah L. Clifford

Deborah L. Clifford (age 51) is an independent director of Harmonic Inc. (HLIT) since October 2018; she chairs the Audit Committee and serves on the Corporate Governance & Nominating Committee . She is EVP & Chief Strategy Officer at Autodesk, previously CFO of Autodesk (Mar 2021–Mar 2024) and CFO of SurveyMonkey (Jul 2019–Mar 2021), with earlier finance roles at Autodesk, Virage, and Ernst & Young; she holds a BA from UCLA and an MBA from Stanford, and is a CPA (inactive) in California . Her board independence is affirmed by HLIT, and she is designated an “audit committee financial expert” by the Board .

Past Roles

Organization	Role	Tenure	Committees/Impact
Autodesk	EVP & Chief Strategy Officer	Current	Leads transformation, corporate development, sustainability
Autodesk	Chief Financial Officer	Mar 2021 – Mar 2024	Finance leadership; qualifies as audit committee financial expert
SurveyMonkey	Chief Financial Officer	Jul 2019 – Mar 2021	Public-company CFO experience
Autodesk	VP Financial Planning & Analysis; other finance roles	Sep 2005 – Jun 2019	Long-tenure finance/operator
Virage, Inc.	Finance roles	Prior to 2005	Early-career finance experience
Ernst & Young	Positions	Prior to 2005	CPA foundation; accounting expertise

External Roles

Organization	Role	Tenure	Committees/Impact
Autodesk Foundation	Board Chair	Current	Philanthropy governance; sustainability linkage
Other public company boards	None	—	No external public board interlocks

Board Governance

Attribute	Detail
Independence	Independent under SEC/Nasdaq rules
Committees	Audit (Chair); Corporate Governance & Nominating (Member)
Audit Committee meetings (2024)	8 meetings
Corporate Governance & Nominating meetings (2024)	8 meetings
Board meetings (2024)	10 meetings
Attendance	Each director except Mr. Dev attended ≥75% of aggregate Board/committee meetings; no exception noted for Ms. Clifford
Audit expertise	Board determined Ms. Clifford is an “audit committee financial expert”
Executive sessions	Non-employee directors met in executive session at each regularly scheduled Board meeting
Board leadership	Separate Chair and CEO; 7 of 8 nominees independent

Fixed Compensation

Component	Amount	Notes
Fees paid in cash (2024)	$77,092	Actual cash paid to Ms. Clifford
Stock awards (2024)	$165,503	Aggregate grant-date fair value of RSUs
Total (2024)	$242,595	Cash + RSU fair value
Annual director retainer (program)	$50,000	Paid quarterly
Audit Committee Chair fee	$25,000	Paid quarterly; chair receives chair fee only
Corporate Gov & Nominating Member fee	$5,000	Paid quarterly
Annual equity grant (2024 program)	$150,000 RSUs, 1-year cliff	Granted Q1; vest after 1 year
Annual equity grant (2025 program)	$190,000 RSUs, 1-year cliff	Increased from $150k in 2024

Performance Compensation

Directors receive time-based RSUs; no performance metrics (e.g., revenue/EBITDA/TSR) apply to non-employee director equity. Awards are subject to HLIT’s clawback policy and change-in-control vesting protections.

Equity Detail	Grant Date	Shares	Grant-Date Fair Value	Vesting	Deferral Election
Annual RSU (2024)	Feb 16, 2024	12,107	Included in $165,503 total	Vests in full Feb 15, 2025 (1-year cliff)	Ms. Clifford elected to defer receipt of vested shares per policy

Change-in-control provisions: Non-employee director awards fully vest immediately prior to a merger or change in control (if not assumed), with restrictions lapsing and performance goals deemed achieved at 100% of target .
Clawback: Awards are subject to HLIT’s clawback policy and applicable law; policy adopted in 2023 and incorporated in the 2025 Plan .

Other Directorships & Interlocks

Company	Board Seat	Committee Roles	Interlocks/Conflicts
HLIT	Director (since 2018)	Audit (Chair); Corporate Governance & Nominating (Member)	Compensation Committee interlocks: none reported for HLIT in 2024
Other public companies	None	—	No external public board interlocks

Expertise & Qualifications

Finance and operations leadership, including public-company CFO roles at Autodesk and SurveyMonkey; CPA (inactive) .
Audit committee financial expert designation; financial literacy per Nasdaq standards .
Strategy, transformation, sustainability oversight as Autodesk EVP & Chief Strategy Officer; global experience .

Equity Ownership

Metric	Value
Beneficial ownership (Apr 1, 2025)	107,138 shares; <1% of class
Unvested RSUs outstanding (Dec 31, 2024)	12,107 shares
Ownership guidelines	Directors must own ≥$175,000 in HLIT stock; all non-employee directors are in compliance or on track as of Apr 1, 2025
Hedging/pledging	Restricted under HLIT Insider Trading Policy
Shares pledged	None disclosed; pledging restricted

Insider Trades

Period	Form 4 Transactions	Notes
2024	None disclosed for Ms. Clifford	HLIT reported late filings for certain executives; no exceptions noted for directors other than those named (not Ms. Clifford)

Governance Assessment

Strengths: Independent director; Audit Chair with audit committee financial expert designation; active participation (Board/committees met frequently); executive sessions reinforce oversight; director stock ownership compliance; hedging/pledging prohibited .
Incentive alignment: Mix of cash and time-based equity; RSU deferral election aligns with long-term ownership; 2025 equity retainer increased to $190k within non-employee director annual cap ($600k; $1,000k initial year) under 2025 Plan .
Conflicts/Related-party: No related-party transactions >$120,000 involving directors in 2024; no compensation committee interlocks; no other public board seats reducing interlock risk .
Shareholder sentiment: 94% say-on-pay approval at 2024 meeting indicates broad support for compensation governance environment .
RED FLAGS: None identified in HLIT disclosures for Ms. Clifford—no related-party transactions, no pledging/hedging, independence affirmed, attendance threshold met, and ownership guideline compliance .