Nimrod Ben-Natan
HARMONICAbout Nimrod Ben-Natan
Nimrod Ben-Natan, age 57, is President & Chief Executive Officer of Harmonic Inc. and a member of its Board since June 2024. He joined Harmonic in 1996, advanced through product marketing and strategy roles (VP in 2007), and led Cable Products as SVP & GM from 2012; earlier he was an embedded software engineer at Orckit Communications and served in the Israeli Defense Signal Corps. He holds a B.A. in Computer Science from Tel Aviv University . Company pay-versus-performance disclosures highlight Total Shareholder Return of $169.62 vs peer group $103.21 for 2024, and link compensation actually paid closely to TSR and operating profit .
Company financial performance during his recent transition period:
- Revenue and EBITDA for the last three fiscal years:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $624,957,000* | $607,907,000* | $678,722,000* |
| EBITDA ($USD) | $61,653,000* | $41,124,000* | $105,176,000* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Harmonic Inc. | SVP & GM, Cable Products | 2012–2024 | Led market-leading broadband/video technologies and customer relationships . |
| Harmonic Inc. | VP Product Marketing, Solutions & Strategy | 2007–2012 | Drove product strategy and solutions positioning . |
| Harmonic Inc. | Joined company | 1996–2007 | Progressed through engineering/marketing roles . |
| Orckit Communications Ltd. | Embedded Software Engineer | Pre-1996 | DSL systems development . |
| Israeli Defense Signal Corps | Engineer (wireless systems) | Pre-Orckit | Built wireless communications systems . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships . |
Board Governance
- Director since 2024; not independent (executive) . CEO and Board Chair roles are separated; Patrick Gallagher serves as independent Board Chair .
- Committee service: none (as CEO-director); all Board committees comprise independent directors .
- Director compensation: receives no separate director pay; CEO compensation disclosed in NEO tables .
- Governance policies: executive sessions of non-employee directors occur at each regular meeting; pledging/hedging of company stock prohibited; CEO and director stock ownership policies in place .
Fixed Compensation
| Element | 2024 Details | Notes |
|---|---|---|
| Base Salary | $600,000 annualized (post-promotion, June 2024); prior Israeli-shekel salary prorated pre-promotion . | Promotion to CEO in June 2024 . |
| Target Bonus % | 100% of base salary (Corporate Plan, prorated for CEO service period) . | Corporate Plan blends Broadband & Video metrics . |
| Actual Cash Bonus Paid | $337,125 under Corporate Plan (100.7% of $334,782 prorated target); plus $138,526 under Broadband Plan (130% of $106,558 prorated pre-CEO target) . | FY2024 payouts approved in early 2025 . |
| Director Fees | $0 (no compensation for director service) . | CEO comp shown in Summary Comp Table. |
NEO Summary Compensation (three-year view):
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 501,383 | 7,408,105 | 475,651 | 46,389 | 8,431,528 |
| 2023 | 371,045 | 1,404,668 | 71,374 | 42,482 | 1,889,569 |
| 2022 | 351,712 | 766,796 | 374,162 | 41,779 | 1,534,449 |
Performance Compensation
Bonus design and FY2024 outcomes:
| Plan | Metric | Target ($M) | Actual ($M) | Achievement (%) | Payout (%) | Weight (%) | Weighted Payout (%) |
|---|---|---|---|---|---|---|---|
| Corporate | Video Business Adjusted EBITDA | 10.5 | 9.3 | 88.6 | 71.5 | 50.0 | 35.7 |
| Corporate | Broadband Adjusted EBITDA | 109.7 | 132.6 | 120.8 | 200.0 | 32.5 | 65.0 |
| Corporate | FTTH Revenue | 43.5 | 19.7 | 45.4 | 0.0 | 17.5 | 0.0 |
| Corporate Total | — | — | — | — | — | 100.0 | 100.7 |
| Broadband (pre-CEO) | Broadband Adjusted EBITDA | 109.7 | 132.6 | 120.8 | 200.0 | 65.0 | 130.0 |
| Broadband (pre-CEO) | FTTH Revenue | 43.5 | 19.7 | 45.4 | 0.0 | 35.0 | 0.0 |
| Broadband Total | — | — | — | — | — | 100.0 | 130.0 |
Equity awards granted in 2024 (structure, grant sizes, vesting):
| Award Type | Grant Date | Shares (Target) | Grant-Date Fair Value ($) | Vesting / Performance Terms |
|---|---|---|---|---|
| Time-based RSUs | 2/16/2024 | 80,710 | 1,103,306 | 3-year vest; 1/3 at 12 months, then quarterly 1/12; continued service required . |
| Time-based RSUs | 6/14/2024 | 240,385 | 2,706,735 | Same time-based schedule as above . |
| TSR-based PRSUs | 2/16/2024 | 40,355 | 653,347 | 3-year performance period (2/15/2024–2/14/2027); vest 50–150% of target based on Company TSR vs Nasdaq Telecommunications Index; cap at 100% if Company TSR is negative; continued service required . |
| TSR-based PRSUs | 6/14/2024 | 240,385 | 2,944,716 | Same TSR design; change-of-control special treatment (prorated vest at close, remainder vests quarterly through original period subject to continued service/CO agreement) . |
Vesting schedules and upcoming dates (selected CEO awards):
- RSU 2/16/2024: 26,903 shares vest on Feb 15, 2025; then 6,725 quarterly thereafter .
- RSU 6/14/2024: 80,129 shares vest on Jun 11, 2025; then 20,032 quarterly thereafter .
- TSR PRSUs (2/16/2024 target 40,355; 6/14/2024 target 240,385): none vested as of Dec 31, 2024; performance measured via 90-day average TSR vs Index at start/end of the period .
Pay-versus-performance and alignment:
- Most important measures: Operating Profit, Broadband Adjusted EBITDA, Video Adjusted EBITDA, FTTH revenue, Relative TSR vs Nasdaq Telecommunications Index .
- CAP vs TSR/net income/operating profit charts show alignment; 2024 TSR value for the Company was $169.62 vs peer group $103.21 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 399,829 shares; less than 1% of outstanding (114,679,154 shares) . |
| Vested vs Unvested | Multiple unvested RSUs and PRSUs as of 12/31/2024: 80,710 RSUs (Feb 2024 grant); 240,385 RSUs (Jun 2024 grant); TSR targets 40,355 and 240,385 unearned . |
| Shares Pledged/Hedged | Company prohibits pledging and hedging by employees, officers, directors . |
| CEO Ownership Guideline | Hold shares issued from RSU settlements/option exercises for 36 months (post-2017 awards), with oversight by CG&N Committee . |
| 2024 Vested Stock (Realized) | 76,861 shares vested for Nimrod in 2024; realized value $1,003,058 . |
| Insider Sales | Form 4 disclosed sale of 100,000 shares on Feb 5, 2024 (filed late due to admin oversight) . |
Employment Terms
| Term | Key Provisions |
|---|---|
| Employment Agreements | Standard local employment agreement (2012) and CEO appointment letter (April 2024) . |
| Change-of-Control Severance | Double-trigger (termination without cause within 18 months of CoC): 200% of base salary; 200% of greater of target bonus or two-year average bonus; 12 months Company-paid health/dental/life; accelerate 100% of unvested RSUs/options and 12-month option exercisability; $5,000 outplacement . |
| Hypothetical CoC Payout (12/31/2024) | Salary $1,002,766; Bonus $882,680; Value of Unvested RSUs $8,804,618; Other $423,160; Total $11,113,224 . |
| Clawback Policy | Adopted 2023, recovers incentive comp tied to financial measures (including stock price/TSR) upon accounting restatement; three-year lookback . |
| Hedging/Pledging | Prohibited by Insider Trading Policy . |
| Equity Plan Protections | 2025 Plan prohibits repricing/exchange programs without shareholder approval; non-employee director annual cap $600,000 ($1,000,000 initial year); dividends not payable on unvested awards . |
Director Compensation (for context)
- Non-employee director program: Cash retainer $50,000; Chair add $50,000; committee chairs/members paid per schedule; annual RSU grant $150,000 in 2024, increased to $190,000 in 2025; one-year cliff vest; deferral program available .
- Nimrod receives no director fees as CEO .
Compensation Peer Group & Say-on-Pay
- Peer group set in 2023 for 2024 decisions: 20 tech/communications companies; revenue and market cap criteria with noted additions/removals .
- Say-on-pay support: ~94% approval at 2024 annual meeting .
Risk Indicators & Red Flags
- Positive: Strong governance separation of Chair/CEO; independent committees; clawback policy; pledging/hedging prohibited; equity plan anti-repricing provisions .
- Watch items: Large grant sizes upon CEO promotion (aggregate 601,835 shares granted across time-based and performance awards in 2024) potentially increase future selling/settlement flows ; insider sale of 100,000 shares in Feb 2024 (filed late) indicates some liquidity activity pre-promotion .
2025 Incentive Framework (forward-looking structure)
- 2025 Corporate/Broadband/Video Key Contributor Plans approved: CEO target bonus 100% of base salary under Corporate Plan; metrics include non-GAAP operating profit and bookings (Broadband) and non-GAAP operating profit (Video); thresholds and up to 200% payout per component; employment-through-payment required .
Investment Implications
- Pay-for-performance alignment: High proportion of equity (time-based RSUs and TSR-linked PRSUs) ties realized compensation to stock performance and execution on profitability (Adjusted EBITDA and operating profit) . This supports longer-term value creation but concentrates compensation outcomes on market/peer-relative TSR.
- Retention and selling pressure: Three-year vest schedules with sizable grants in 2024 create recurring settlement events (e.g., Feb and Jun 2025 tranches), potentially adding predictable insider selling windows; however, pledging/hedging restrictions and CEO 36-month hold guideline temper misalignment risks .
- Change-of-control economics: Double-trigger severance with 2x salary and bonus plus full equity acceleration can be dilutive in M&A scenarios; investors should consider these costs in transaction analyses .
- Governance quality: Independent Chair, strong committee independence, clawback, anti-repricing, and robust ownership/insider policies lower governance risk and improve compensation discipline .
Appendix: Outstanding CEO Equity (as of Dec 31, 2024)
| Grant | Unvested Units | Market/Payout Value |
|---|---|---|
| RSU (2/17/2023) | 29,016 | $383,882 |
| TSR PRSU (2/17/2023 target) | 27,855 | $273,563 |
| RSU (2/16/2024) | 80,710 | $1,067,794 |
| TSR PRSU (2/16/2024 target) | 40,355 | $566,584 |
| RSU (6/14/2024) | 240,385 | $3,180,294 |
| TSR PRSU (6/14/2024 target) | 240,385 | $3,375,005 |
Notes: Values use $13.23 stock price (Dec 31, 2024) or Monte-Carlo valuations for TSR awards, per disclosure .
Appendix: Company Revenues & EBITDA
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $624,957,000* | $607,907,000* | $678,722,000* |
| EBITDA ($USD) | $61,653,000* | $41,124,000* | $105,176,000* |
*Values retrieved from S&P Global.