Stephanie Copeland
HARMONICAbout Stephanie Copeland
Stephanie Copeland (age 57) is an independent director of Harmonic Inc. (HLIT), serving since June 2024; she is a member of the Audit Committee and meets Nasdaq financial literacy requirements. She is founder and managing partner of Four Points Funding LLC, and previously served as Colorado’s Executive Director of Economic Development and International Trade and as President at Zayo Group; she holds a B.A. in German and Commercial Studies from the University of Illinois . As of April 1, 2025, her board tenure is one year and she is classified as independent under SEC and Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Colorado Office of Economic Development and International Trade | Executive Director | Jan 2017–Jan 2019 | Not disclosed |
| Zayo Group | SVP; then President | Feb 2012–Jan 2016 | Not disclosed |
| WildBlue (ViaSat company) | Chief Operating Officer | Not disclosed | Not disclosed |
| Qwest Communications | Senior executive | 10+ years (dates not specified) | Not disclosed |
| Level 3 Communications | Executive leadership positions | 4 years (dates not specified) | Not disclosed |
| Cable & Wireless Communications (St. Petersburg, Russia) | Management roles | Not disclosed | Not disclosed |
| MFS Communications Company | Management roles | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Four Points Funding LLC | Founder & Managing Partner | Jan 2019–present | Real estate investment and development |
Board Governance
- Independence: Board determined Copeland is independent under SEC and Nasdaq standards .
- Committee membership: Audit Committee member; Audit Committee held 8 meetings in 2024 .
- Board meeting cadence: Board met 10 times in 2024 .
- Attendance: Each director except Neel Dev attended at least 75% of aggregate Board and committee meetings in 2024; Copeland met the ≥75% threshold .
- Executive sessions: Non-employee directors hold executive sessions at every regularly scheduled Board meeting .
- Board leadership: Separate Chair and CEO roles; independent Chair presides over executive sessions .
| Governance Item | Status/Detail |
|---|---|
| Independence Status | Independent |
| Committees | Audit Committee (Member) |
| Audit Committee Meetings (2024) | 8 |
| Board Meetings (2024) | 10 |
| Attendance Threshold | ≥75% in 2024 (Copeland met threshold) |
| Executive Sessions Frequency | At each regularly scheduled Board meeting |
Fixed Compensation
| Element | 2024 Program | Copeland 2024 Actual ($) |
|---|---|---|
| Board annual cash retainer | $50,000 | $30,549 (prorated) |
| Board Chair additional retainer | $50,000 | N/A (not Chair) |
| Audit Committee Chair fee | $25,000 | N/A (not Chair) |
| Audit Committee Member fee | $10,000 | Included in actual cash total (prorated) |
| Compensation Committee Chair fee | $19,500 | N/A |
| Compensation Committee Member fee | $9,000 | N/A |
| Corporate Governance & Nominating Chair fee | $11,000 | N/A |
| Corporate Governance & Nominating Member fee | $5,000 | N/A |
| Meeting fees | None (no additional meeting fees) | N/A |
Performance Compensation
| Equity Component | Grant Date | Type | Shares/Value | Vesting | Notes |
|---|---|---|---|---|---|
| Initial RSU grant (prorated) | June 24, 2024 | RSU | $102,543 grant date fair value | Cliff vest on Feb 15, 2025 (subject to continued service) | New directors after Feb 15 receive prorated RSUs |
| Outstanding Unvested RSUs (12/31/2024) | As of Dec 31, 2024 | RSU | 8,909 shares | Scheduled to vest Feb 15, 2025 | No stock options outstanding for directors |
- Director equity is time-based RSUs; no performance metrics (e.g., TSR/EBITDA) apply to non-employee director awards; no discretionary grants in 2024 .
- Deferral elections permitted for Annual Grants; deferred amounts paid within 60 days of the earliest of change in control, separation from service, or death, subject to 409A .
- Under the 2025 Equity Incentive Plan, outside director annual cap: aggregate cash retainers plus equity grants (GAAP grant-date fair value) limited to $600,000; increased to $1,000,000 in the first fiscal year of initial service .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None |
| Private/Non-profit boards | Not disclosed (current external role is Four Points Funding LLC) |
| Family relationships with HLIT executives | None disclosed; no family relationships among directors/executives |
| Related party transactions | None ≥$120,000 involving directors/officers in 2024 |
Expertise & Qualifications
- Skills matrix indicates Copeland brings Industry Experience, Executive Leadership, Global Experience, and Operations expertise to the board; Finance, Innovation/Technology, Cybersecurity/IT are not designated for her in the matrix .
- Over 30 years of global operating and executive leadership in telecom and broadband industries .
Equity Ownership
| Ownership Item | Amount |
|---|---|
| Beneficially owned common shares (4/1/2025) | 8,909; <1% of class |
| Shares outstanding (for % calc) | 114,679,154 (to compute <% holders) |
| Unvested RSUs (12/31/2024) | 8,909 |
| Options (exercisable/unexercisable) | None outstanding |
| Stock ownership guideline | Minimum $175,000 market value; each non-employee director in compliance or on track as of 4/1/2025 |
| Hedging/pledging policy | All pledging and hedging of Harmonic stock is restricted |
Governance Assessment
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Board effectiveness: Copeland strengthens audit oversight as a financially literate Audit Committee member; Audit Committee held 8 meetings and issued a formal report; only two committee members are designated “financial experts” (Clifford, Dev), which is adequate for regulatory compliance .
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Alignment and incentives: Director pay uses a standard mix of retainer cash and time-based RSUs with one-year cliff vesting; Copeland’s 2024 compensation was prorated given mid-year appointment ($30,549 cash; $102,543 equity), indicating conservative onboarding practices .
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Ownership alignment: Beneficial ownership and unvested RSUs reflect skin-in-the-game; guidelines require $175,000 in stock, with all non-employee directors reported compliant or on track; hedging/pledging restricted, which supports investor alignment .
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Conflicts and related parties: No related-party transactions ≥$120,000; Corporate Governance & Nominating Committee oversees independence and conflicts; no family relationships disclosed, reducing conflict risk .
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Compensation governance safeguards: Independent consultants (Compensia, Exequity) advise the Compensation Committee; 2025 plan imposes outside director compensation caps and prohibits repricing/exchange programs, plus clawback applicability to plan awards—strong shareholder-friendly controls .
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RED FLAGS: None identified specific to Copeland in 2024–2025 disclosures. Attendance met the ≥75% threshold; no Section 16(a) delinquencies noted for Copeland; no related-party or repricing issues disclosed .