Patrick Gallagher
HARMONICAbout Patrick Gallagher
Patrick Gallagher, age 70, is Harmonic’s independent Board Chair and director since October 2007 (Chair since April 2013). He brings 30+ years in global telecom, internet, and media with significant experience chairing public and private companies; education: B.A. in Economics with honors from Warwick University. Current external public-director role: Ciena Corporation (compensation committee member; chair of governance and nominations) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harmonic Inc. | Board Chair; Director | Chair since Apr 2013; Director since Oct 2007 | Chairs agenda setting; independent leadership; governance oversight |
| Intercloud SAS | Board Chair | Until Jan 2022 | Leadership of board; international strategy |
| Marco 4 plc | Board Chair | Not disclosed | Chair experience; strategic oversight |
| Golden Telecom Inc. | Vice Chair | Not disclosed | Board leadership in telecom |
| FLAG Telecom Group | Executive Vice Chair; CEO | Not disclosed | Operational and CEO leadership |
| BT Group | Group Director of Strategy & Development; President, BT Europe; BT Executive Committee | Earlier career (dates not disclosed) | Strategy, European operations, executive leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ciena Corporation | Director | Current | Compensation Committee member; Chair of Governance & Nominations Committee |
Board Governance
- Roles and independence: Independent Board Chair; Board separates Chair and CEO roles; 7 of 8 nominees independent; Gallagher identified as independent .
- Committee assignments: Compensation Committee member; Corporate Governance & Nominating Committee Chair .
- Meetings and attendance: Board met 10 times in FY2024; all directors except Mr. Dev attended ≥75% of Board+committee meetings (Gallagher included in ≥75%) .
- Executive sessions: Non-employee directors meet in executive session at every regularly scheduled Board meeting; Chair presides (Gallagher as Chair) .
- Consultant independence: Compensation Committee retains independent consultant (Compensia in 2024; Exequity from Aug 2024) .
- Board refreshment/limits: Major refresh in 2024 added 4 new independent directors; directors cannot serve on >5 public boards (including Harmonic) .
- Risk oversight: Audit Committee/Board oversee financial/cyber risks; Governance Committee manages independence and conflicts .
Fixed Compensation
Director compensation program and Gallagher’s 2024 cash fees.
| Element | 2024 Program Amount | Notes |
|---|---|---|
| Board Service Retainer (cash) | $50,000 | Paid quarterly; no meeting fees |
| Board Chair Additional Retainer (cash) | $50,000 | Paid quarterly |
| Audit Committee Chair (cash) | $25,000 | |
| Audit Committee Member (cash) | $10,000 | |
| Compensation Committee Chair (cash) | $19,500 | |
| Compensation Committee Member (cash) | $9,000 | |
| Governance & Nominating Chair (cash) | $11,000 | |
| Governance & Nominating Member (cash) | $5,000 | |
| Annual Equity Grant | $150,000 RSUs; 1-year cliff | Target raised to $190,000 for 2025 |
| Director | 2024 Fees Paid in Cash ($) | 2024 Stock Awards ($) | Total ($) |
|---|---|---|---|
| Patrick Gallagher | $114,000 | $165,503 | $279,503 |
Performance Compensation
- Structure: Non-employee directors receive time-based RSUs (no performance metrics), historically annual grants; initial grants prorated for new directors .
- 2024 grant and vesting: Gallagher received 12,107 RSUs on Feb 16, 2024, scheduled to vest in full on Feb 15, 2025; grant-date fair value $165,503; elected to defer settlement under director deferral policy .
- Outstanding at year-end: 12,107 unvested RSUs as of Dec 31, 2024 .
| Grant Date | Shares (#) | Grant Date Fair Value ($) | Vesting | Deferral |
|---|---|---|---|---|
| Feb 16, 2024 | 12,107 | $165,503 | 100% on Feb 15, 2025 | Deferred election (Gallagher) |
| Performance Metrics Tied to Director Pay | Status |
|---|---|
| Revenue/EBITDA/TSR/ESG metrics | None for director RSUs; time-based only |
Other Directorships & Interlocks
| Company | Relationship to HLIT | Disclosure |
|---|---|---|
| Ciena Corporation | Potential industry adjacency (networking equipment/software) | Current directorship with committee roles; no related-party transactions with Harmonic in 2024 |
- Related-party transactions: None >$120,000 involving directors/officers in 2024; Audit Committee reviews all related-party transactions .
Expertise & Qualifications
- Strategic/operational insight from 30+ years in global telecom, internet, media; extensive chair experience across public/private companies .
- Skills matrix indicates strengths in Industry Experience, Innovation/Technology, Executive Leadership, Global Experience, Finance, Operations .
- Education: B.A. in Economics (Warwick University, honors) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Patrick Gallagher | 299,850 | <1% | Excludes RSUs vesting within 60 days |
| Unvested RSUs (12/31/2024) | 12,107 | — | Annual 2024 grant unvested at year-end |
- Ownership policy: Directors must beneficially own ≥$175,000 of Common Stock by the later of the 2018 annual meeting or 5th anniversary of election; all directors are compliant or on track as of Apr 1, 2025 .
- Hedging/pledging: Prohibited under Insider Trading Policy; all pledging and hedging restricted .
- Clawback: Equity awards subject to company clawback policy (updated 2023) and 2025 Equity Plan clawback provisions .
Governance Assessment
- Positives: Independent Board Chair; deep sector experience; chairs Governance & Nominating and sits on Compensation; robust governance (separate Chair/CEO; executive sessions each meeting; independent committees; independent comp consultant) . Strong ownership alignment via director stock policy; hedging/pledging bans; clawback framework; compensation caps for non-employee directors under 2025 Plan ($600k; $1M in initial year) .
- Engagement: Board met 10x in 2024; Gallagher met attendance threshold (≥75%); committees met 8x; executive sessions at every meeting .
- Pay mix and trend: 2024 mix ~41% cash ($114k) / 59% equity ($165.5k) for Gallagher; 2025 annual equity target increased to $190k—still within plan limits; no meeting fees .
- Conflicts/red flags: No related-party transactions disclosed; no Section 16(a) delinquency noted for Gallagher; directors limited to ≤5 public boards to mitigate overboarding; monitor for any industry interlocks (e.g., Ciena) but no transactions disclosed .
- Shareholder sentiment: 2024 say‑on‑pay support ~94% (NEO compensation), indicating generally favorable governance/compensation alignment .
Director Compensation Peer Group Context
- The Compensation Committee references a 20-company peer group for competitive assessments; director compensation analyses use the same peer group trends (e.g., A10 Networks, ADTRAN, Calix, Cambium Networks, Extreme Networks, Viavi Solutions, etc.) .
Additional Notes (Controls and Policies)
- Non-employee director deferral policy enables elective deferral of RSU settlements until change in control, separation, or death (subject to 409A rules) .
- Non-employee director annual compensation limit under the 2025 Equity Incentive Plan: $600,000 total (equity grant-date value plus cash), increased to $1,000,000 in first fiscal year of service .