Neven Haltmayer
HARMONICAbout Neven Haltmayer
Senior Vice President and General Manager, Video Business at Harmonic (HLIT). He joined Harmonic in 2002 and has led compression and encoder R&D, progressing from Director of Engineering (2002–2005) to VP R&D (2005–2011) and SVP R&D (2011), and was promoted to SVP & GM, Video Business in September 2024; he holds a B.S. in Electrical Engineering from the University of Zagreb and is 60 years old . 2024 Video Business adjusted EBITDA reached $7.152 million, triggering full vesting of his 2024 performance RSUs; company 2024 GAAP net income was $39.2 million and operating profit $63.1 million, underscoring fundamental performance linkage to incentive pay .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Harmonic Inc. | Director of Engineering, Compression Systems | 2002–2005 | Led development of MPEG-2 and MPEG-4 AVC/H.264 encoder and Electra product lines |
| Harmonic Inc. | Vice President, Research & Development | 2005–2011 | Expanded video compression R&D; scaled product roadmap |
| Harmonic Inc. | Senior Vice President, Research & Development | Appointed March 2011 | Executive leadership of R&D across video portfolio |
| Harmonic Inc. | Senior Vice President & General Manager, Video Business | Promoted September 2024 | P&L accountability; drove video segment EBITDA attainment |
External Roles
- No public company directorships or external board roles disclosed in the proxy biography for Mr. Haltmayer .
Fixed Compensation
Multi-year total compensation (USD):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $383,643 | $403,161 | $414,946 |
| Stock Awards (grant-date fair value) | $790,325 | $822,138 | $1,611,988 |
| Non-Equity Incentive (Cash Bonus) | $334,510 | $137,628 | $201,774 |
| All Other Compensation | $26,307 | $22,058 | $20,654 |
| Total | $1,534,785 | $1,384,985 | $2,249,362 |
2024 base pay and target bonus program changes:
| Effective Date | Base Salary (Annualized) | Target Bonus % of Salary | Applicable Plan |
|---|---|---|---|
| Jan 1, 2024 | $424,000 | 65% (increased from 60%) | Video Bonus Plan |
| Jun 1, 2024 | $424,000 (unchanged) | 70% (promotion adjustment) | Video Bonus Plan |
Performance Compensation
2024 annual cash bonus plan outcomes (Video Business):
| Metric | Weight | Target | Actual | Achievement | Payout Result | Weighted Payout |
|---|---|---|---|---|---|---|
| Video Business Adjusted EBITDA | 100% | $10.5M | $9.3M | 88.6% | 71.5% | 71.5% |
- 2024 Cash Bonus Paid: $201,774, equal to 71.5% of his target ($282,201) under the Video Bonus Plan .
2024 performance RSU (PRSU) award tied to Video Business EBITDA:
| Grant | Metric | Threshold | Target | Actual | Payout | Vesting Terms |
|---|---|---|---|---|---|---|
| Sep 12, 2024 PRSU (14,530 sh target; $200,659 fair value) | Video Business Adjusted EBITDA (2024) | $0.5M (50% vest) | $5.0M (100% vest) | $7.152M | 100% of target shares | Vests upon Compensation Committee certification and continued service |
Time-based RSUs vesting mechanics (all RSUs vest 1/3 at 12 months, then 1/12 quarterly over 8 quarters, subject to continued service) .
Equity Ownership & Alignment
Beneficial ownership and alignment policies:
- Shares beneficially owned: 167,902; includes 11,566 RSUs vesting within 60 days of April 1, 2025; less than 1% of shares outstanding .
- Hedging and pledging: Company Insider Trading Policy prohibits pledging and hedging of Harmonic stock, reinforcing alignment with shareholders .
- Clawback: 2023 clawback policy requires recovery of incentive compensation upon accounting restatement; company has never restated .
Outstanding equity awards (as of Dec 31, 2024):
| Award Type | Grant Date | Unvested Shares | Market Value |
|---|---|---|---|
| RSU | Feb 17, 2022 | 6,398 | $84,646 (at $13.23) |
| RSU | Jun 14, 2022 | 1,334 | $17,649 |
| RSU | Feb 17, 2023 | 25,244 | $333,978 |
| RSU | Feb 16, 2024 | 70,218 | $928,894 |
| RSU | Sep 12, 2024 | 32,690 | $432,489 |
| PRSU (unearned target) | Sep 12, 2024 | 14,530 | $192,232 |
Scheduled vesting (next tranches):
| Grant Date | Next Vest Date | Shares Vesting |
|---|---|---|
| Feb 16, 2024 RSU (70,218) | Feb 15, 2025 | 23,406 |
| Feb 16, 2024 RSU (70,218) | Every 3 months thereafter | 5,851 per quarter |
| Sep 12, 2024 RSU (32,690) | Jun 1, 2025 | 10,896 |
| Sep 12, 2024 RSU (32,690) | Every 3 months thereafter | 2,724 per quarter |
Insider transactions (2024 sales reported late due to administrative oversight):
| Date | Shares Sold |
|---|---|
| Jan 31, 2024 | 24,695 |
| Feb 2, 2024 | 10,558 |
| Feb 16, 2024 | 14,747 |
Employment Terms
Change-of-control severance agreement (double-trigger within 18 months post CoC):
- Cash severance: 100% of base salary and 100% of target bonus or average of prior two years (greater of), plus $5,000 outplacement .
- Benefits: Company-paid health, dental, life insurance up to one year .
- Equity: 100% acceleration of unvested RSUs and options; PRSUs treated per plan/change-of-control provisions .
- Golden parachute cutback: payments reduced if more favorable net of 280G excise tax, otherwise paid in full .
Illustrative payout on hypothetical CoC termination (as of Dec 31, 2024):
| Component | Amount |
|---|---|
| Salary | $414,946 |
| Bonus | $282,201 |
| Unvested RSUs/PRSUs (accelerated) | $1,989,977 |
| Other (benefits/outplacement) | $43,171 |
| Total | $2,730,295 |
Other contractual items:
- No individual employment agreement disclosed for Haltmayer; standard severance and incentive plan governance apply .
- Clawback for incentive-based compensation upon restatements; hedging/pledging prohibited .
Investment Implications
- Pay-for-performance alignment: His annual cash incentive and 2024 PRSU were strictly tied to Video Business adjusted EBITDA, with full PRSU vesting only after exceeding $5M EBITDA; cash bonus paid at 71.5% due to EBITDA shortfall vs target, indicating disciplined payout mechanics .
- Retention and selling pressure: Meaningful unvested RSU stack (≈135.9k RSUs plus 14.5k PRSUs) with near-term cliffs in Feb and June 2025 supports retention, though disclosed early-2024 sales suggest periodic liquidity events around vest dates; hedging/pledging bans reduce misalignment risk .
- Change-of-control economics: Double-trigger protection with full equity acceleration and ~$2.73M illustrative payout provides security but is moderate versus peers; equity acceleration could create event-driven supply upon CoC termination .
- Governance and clawback: 2023 clawback policy covering TSR- and financial-metric awards and prohibition on pledging are positives for shareholder alignment; say-on-pay support was ~94% in 2024, signaling investor endorsement of compensation design .