Timothy Chu
HARMONICAbout Timothy Chu
Timothy Chu, age 51, is General Counsel, SVP Human Resources and Corporate Secretary of Harmonic Inc. (HLIT). He joined Harmonic in October 2013 as VP, General Counsel and Corporate Secretary and was appointed to his current role in January 2016; he was designated a Section 16 reporting officer in July 2024 . Chu holds a B.A. in Economics and Chinese Literature and Language and a J.D. from the University of Michigan . Compensation for 2024 tied his annual bonus to business-unit adjusted EBITDA and FTTH revenue, with Corporate Bonus Plan payout at 100.7% of target driven by outperformance in Broadband adjusted EBITDA (120.8% of target) offset by FTTH shortfall, evidencing pay-for-performance alignment to profitability and revenue objectives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Harmonic Inc. | VP, General Counsel & Corporate Secretary | Oct 2013–Jan 2016 | Built and oversaw corporate legal and governance function supporting growth initiatives |
| Phoenix Technologies Ltd. | General Counsel & VP, Administration | May 2007–Sep 2013 | Led legal and administrative functions at core systems/application software company |
| Solectron Corporation | Director, Corporate Legal Affairs & Assistant Secretary | Jun 2003–Apr 2007 | Managed corporate legal affairs at major electronics manufacturing services provider |
| White & Case LLP | Associate (NY & Helsinki) | Not disclosed | Early-career international legal experience |
| Venture Law Group | Senior Attorney | Not disclosed | Silicon Valley legal counsel role |
External Roles
No public company directorships or external board roles disclosed in the latest proxy; Chu serves as Corporate Secretary and signed the 2025 proxy .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 406,731 | 65% of base salary | 266,534 | 31,014 | 1,697,254 |
| 2023 | 400,000 (annualized base) | 60% | Not applicable (not an NEO in 2023) | — | — |
Performance Compensation
Annual Cash Bonus – Corporate Bonus Plan (2024)
| Metric | Weighting (%) | Target | Actual | Achievement (%) | Payout Result (%) | Weighted Payout (%) |
|---|---|---|---|---|---|---|
| Video Business Adjusted EBITDA | 50.0 | $10.5M | $9.3M | 88.6% | 71.5% | 35.7% |
| Broadband Business Adjusted EBITDA | 32.5 | $109.7M | $132.6M | 120.8% | 200.0% | 65.0% |
| Fiber-to-the-home (FTTH) Revenue | 17.5 | $43.5M | $19.7M | 45.4% | 0.0% | 0.0% |
| Total Payout (as % of target) | — | — | — | — | — | 100.7% |
| Chu payout ($) | — | $264,681 target | — | — | — | $266,534 |
Payout curve: <80% achievement = 0%; 80% = 50%; 100% = 100%; 110% = 200% .
Equity Awards (2024 Grants)
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting Schedule | Performance Metric |
|---|---|---|---|---|---|
| Time-based RSUs | 2/16/2024 | 72,639 | 992,975 | 3-year: 1/3 at 12 months; then 1/12 per quarter, subject to continued service | None (time-based) |
Outstanding Equity (Unvested) as of 12/31/2024
| Grant Date | Unvested RSUs (Units) | Market Value @ $13.23/sh ($) |
|---|---|---|
| 2/17/2022 | 6,798 | 89,938 |
| 2/17/2023 | 26,115 | 345,501 |
| 2/16/2024 | 72,639 | 961,014 |
| Total | 105,552 | 1,396,453 |
Notes: Company did not have any outstanding options, warrants or rights as of 12/31/2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 108,807 shares of Common Stock (as of 4/1/2025) |
| Ownership % of Shares Outstanding | Less than 1% (114,679,154 shares outstanding) |
| Vested vs Unvested | Unvested RSUs total 105,552 units as of 12/31/2024; RSUs vest 1/3 after 12 months, then 1/12 quarterly thereafter |
| Options (Exercisable/Unexercisable) | None outstanding at company level as of 12/31/2024 |
| Pledging/Hedging | Prohibited under Insider Trading Policy |
| Ownership Guidelines | CEO and directors have ownership requirements; no executive-specific guideline disclosed for non-CEO officers |
Employment Terms
| Provision | Terms |
|---|---|
| Severance Agreements | Upon involuntary termination without cause within 18 months following a change of control, all unvested RSUs and options fully accelerate; if successor refuses to assume or substitute awards in a merger, awards fully accelerate (plan-level) . |
| Hypothetical CoC Involuntary Termination Values (12/31/2024) | Salary: $406,731; Bonus: $264,681; Value of Unvested RSUs: $1,396,453; Other (benefits/outplacement): $47,000; Total: $2,114,865 . |
| 280G Treatment | Payments either reduced to avoid excise tax under Section 280G or paid in full with executive bearing any excise tax, whichever yields greater net to executive; no tax gross-up . |
| Clawback Policy | Adopted in 2023 to comply with Nasdaq Listing Rules and Exchange Act Section 10D; applies to incentive compensation received on/after Oct 2, 2023 in the preceding 3 fiscal years if a restatement is required . |
| Insider Trading/Windows | Section 16 officer status designated July 2024 ; pledging/hedging prohibited . |
Investment Implications
- Pay-for-performance alignment: Chu’s 2024 cash incentive paid out slightly above target (100.7%) driven by Broadband adjusted EBITDA outperformance, while FTTH revenue underachieved, aligning incentives to profitability and growth levers that matter for HLIT’s value creation .
- Equity-driven retention with low option risk: Compensation shifted to full-value RSUs with multi-year, quarterly vesting; no options outstanding, which lowers exercise/underwater risk and supports retention but may increase periodic selling pressure as tranches settle over 2025–2027 .
- Alignment safeguards: Prohibition on pledging/hedging and an updated clawback policy mitigate governance and risk concerns; however, explicit officer-level ownership guidelines are not disclosed for non-CEO executives, suggesting alignment relies on RSU design rather than mandated shareholding multiples .
- Change-of-control economics: Double-trigger acceleration (and plan-level single-trigger if awards not assumed) plus salary/bonus severance components create meaningful downside protection; absence of 280G gross-up reduces shareholder-unfriendly tax features .
Net-net: Chu’s package is primarily time-based equity plus business-unit performance cash incentives, providing steady retention and moderate alignment. Watch quarterly RSU settlements for potential liquidity events; absence of pledging reduces forced-sale risk, and bonus metrics emphasize EBITDA discipline consistent with HLIT’s strategic priorities .