Neel Dev
HARMONICAbout Neel Dev
Neel Dev, age 53, was appointed to Harmonic Inc.’s Board in July 2024 and is an independent director with deep CFO experience across telecom and network infrastructure; he serves as CFO and Chief Revenue Officer at Congruex and is a CFA charterholder with a B.A. in Mathematics (University of Delhi) and an MBA (University of Arizona) . At Harmonic (HLIT), he is a member of the Audit Committee and has been designated an “audit committee financial expert,” reflecting over 25 years of operational and financial leadership in the sector .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lumen Technologies | EVP & Chief Financial Officer | Sep 2018 – Apr 2022 | Public company CFO; significant capital markets and operations oversight |
| Level 3 Communications | Finance leadership roles | Not disclosed | Corporate finance and integration roles; telecom focus |
| MCI (now Verizon Business) | Finance leadership roles | Not disclosed | Enterprise telecom finance |
| MFS Communications | Finance roles | Not disclosed | Early career telecom finance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Congruex (private) | Chief Financial Officer & Chief Revenue Officer | Since Nov 2022 | Oversees finance, sales/commercial services, supply chain, and go-to-market strategy |
| Other public company boards | — | — | None reported for Dev |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent under SEC and Nasdaq standards |
| Committees | Audit Committee (member) |
| Committee Expertise | Audit Committee Financial Expert (Dev) |
| Board Meetings (2024) | 10 meetings; Dev attended 71.4% of aggregate Board+committee meetings (below 75% threshold), noting mid-year appointment |
| Audit Committee Meetings (2024) | 8 meetings |
| Years of Service | Director since July 2024; tenure 1 year as of April 1, 2025 |
| Executive Sessions | Non-employee directors meet in executive session at each regularly scheduled Board meeting |
Fixed Compensation
| Component | 2024 Program | 2025 Program | Notes |
|---|---|---|---|
| Annual cash retainer (Board) | $50,000 | $50,000 | Paid quarterly; no meeting fees |
| Audit Committee chair | $25,000 | $25,000 | — |
| Audit Committee member | $10,000 | $10,000 | Dev is a member (not chair) |
| Compensation Committee chair/member | $19,500 / $9,000 | $19,500 / $9,000 | Not applicable to Dev |
| Corporate Governance & Nominating chair/member | $11,000 / $5,000 | $11,000 / $5,000 | Not applicable to Dev |
2024 actual fees paid to Dev (partial-year):
- Cash fees: $26,777
- Total 2024 director compensation (cash + equity): $119,795
Performance Compensation
| Equity Type | Grant Date | Shares/Value | Vesting/Terms |
|---|---|---|---|
| Initial RSU (director) | Jul 22, 2024 | 7,400 RSUs; grant-date fair value $93,018 | One-year cliff vest to Feb 15, 2025; Dev elected to defer receipt under director deferral policy |
| Annual RSU (director program) | Feb 16, 2024 cohort | $150,000 target; 12,107 RSUs; one-year cliff vest (program reference) | Dev joined post-February; did not receive this cohort |
| Annual RSU (2025 update) | 2025 | Target increased to $190,000; one-year cliff vest | Subject to 2025 Equity Incentive Plan approval for issuance going forward |
Performance metrics (directors): Not applicable—non-employee director equity is time-vested RSUs with no performance conditions .
Clawback/hedging/pledging: Awards subject to Harmonic’s clawback; hedging/pledging of company stock is restricted by policy .
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| None | Public | — | No other public company directorships reported for Dev |
| Congruex | Private | CFO & CRO | No related-party transactions disclosed with Harmonic in 2024 |
Expertise & Qualifications
- Over 25 years of operational and financial experience in telecom/network infrastructure, including public-company CFO at Lumen and finance leadership at Level 3, MCI, and MFS .
- Audit Committee Financial Expert designation at Harmonic, underscoring capital allocation, controls, and reporting capabilities .
- Education and credentials: B.A. Mathematics (University of Delhi), MBA (University of Arizona), CFA charterholder .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (Apr 1, 2025) | 7,400 shares; <1% of outstanding | Post-Feb 2025 vesting of 2024 RSU award |
| Unvested director RSUs (Dec 31, 2024) | 7,400 RSUs | Scheduled to vest Feb 15, 2025 |
| Director stock ownership guideline | $175,000 within 5 years of election | As of Apr 1, 2025, all non-employee directors are in compliance or on track; Dev joined Jul 2024 |
| Hedging/Pledging | Restricted by policy | No pledging disclosures for Dev |
Governance Assessment
-
Strengths for board effectiveness and investor confidence:
- Independent director with direct, recent CFO experience in large telecom, reinforcing financial oversight; designated audit committee financial expert .
- Aligned compensation structure: mix of cash retainer plus time-vested RSUs; election to defer RSU settlement indicates long-term orientation .
- No related-party transactions disclosed and hedging/pledging restricted by policy, reducing conflict risk .
-
Watch items / potential red flags:
- Attendance was 71.4% of Board/committee meetings in 2024 (below the typical 75% threshold), albeit with mid-2024 appointment; monitor 2025 attendance to ensure full engagement .
- Ownership still building relative to $175,000 director guideline; policy allows five years to comply and Board states all are compliant or on track as of April 1, 2025 .
-
Implications:
- Dev brings credible finance and telecom domain expertise that strengthens Audit oversight, which is central given Harmonic’s complex revenue mix and capital allocation needs .
- Low attendance in the onboarding year warrants follow-up; improved attendance will mitigate an otherwise minor governance concern .
- With no other public boards, overboarding risk is low; conflict risk with current employer appears limited based on absence of related-party disclosures .
Say-on-Pay context: Harmonic’s 2024 say-on-pay received ~94% approval, indicating favorable shareholder sentiment toward compensation practices, which complements the board’s governance posture .