Walter Jankovic
HARMONICAbout Walter Jankovic
Harmonic’s Chief Financial Officer since May 2023, Walter Jankovic was 55 years old as of April 1, 2024, and holds a B.A. in Chartered Accountancy Studies and a Master of Accounting from the University of Waterloo; he is a Chartered Professional Accountant (CPA, CA, CMA) . 2024 company performance metrics used to link pay included Operating Profit ($63.1M), Net Income ($39.2M), and Relative TSR (Company $169.62 vs. peer group $103.21, value of $100 initial investment), reinforcing pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic impact/notes |
|---|---|---|---|
| Lumentum | SVP & GM, Datacom BU | Dec 2018–Oct 2022 | Led Datacom business; senior P&L role |
| Oclaro (acquired by Lumentum) | President, Optical Connectivity | Feb 2018–Dec 2018 | Senior operating leadership in optics |
| Celestica | Multiple senior roles incl. VP Finance (3 segments); SVP Communications & ISP Markets; SVP Advanced Industrial & HealthTech | 2005–2018 | Finance leadership and business unit GM roles |
| Nortel Networks | Various finance leadership roles | Prior to 2005 | Finance leadership in telecom |
| Deloitte | Engagement Manager | Early career | Professional services grounding |
External Roles
No public-company directorships or external committee roles were disclosed for Jankovic in the proxy’s executive officer section .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary (annualized) | $440,000 | $475,000 |
| Target Bonus % of Salary | 75% | 80% |
| Target Bonus ($) | — | $358,486 |
Multi-year compensation (Summary Compensation Table):
| Metric | 2023 | 2024 |
|---|---|---|
| Salary | $262,308 | $458,712 |
| Stock Awards (Grant-date FV) | $2,921,018 | $2,304,842 |
| Non-Equity Incentive (Bonus Paid) | $70,092 | $360,995 |
| All Other Compensation | $18,526 | $7,526 |
| Total Compensation | $3,271,944 | $3,132,075 |
Performance Compensation
| Incentive | Metric | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Corporate Bonus Plan (2024) | Operating Profit; Broadband Adj. EBITDA; FTTH revenue; Video Adj. EBITDA; Company performance goals (most important performance measures) | $358,486 target cash | $360,995 cash bonus paid for FY2024 (approved Q1 2025) | Cash; paid after year-end |
| TSR Award (Feb 16, 2024) | Relative TSR vs Nasdaq Telecommunications Index | 48,426 target RSUs; payout range 0–150% of target | Unvested as of 12/31/2024 | 3-year performance 2/15/2024–2/14/2027; continued service required |
| Time-based RSUs (Feb 16, 2024) | Service | 96,852 RSUs | Unvested as of 12/31/2024 | 3-year vest: 1/3 after 12 months; 1/12 quarterly thereafter |
| Time-based RSUs (Jun 14, 2024) | Service | 17,483 RSUs | Unvested as of 12/31/2024 | 3-year vest: 1/3 after 12 months; 1/12 quarterly thereafter |
TSR Award mechanics: For each 1% Company TSR outperformance vs Index, vesting increases by 2% up to 150% (capped at 100% if Company TSR is negative); underperformance reduces vesting by 2% per 1% to a 50% floor; <−50% relative TSR yields 0% vesting; change-in-control triggers prorated vesting rules tied to deal price vs Index TSR with continued service or severance acceleration as applicable .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 90,860 |
| Ownership as % of outstanding | <1% of 114,679,154 shares |
| ESPP participation (2024) | No purchases reported (—) |
| Hedging/pledging of company stock | Prohibited by Insider Trading Policy |
| Executive stock ownership guidelines | CEO-specific guideline; no separate CFO guideline disclosed |
Outstanding equity awards (unvested) as of 12/31/2024:
| Grant Date | Type | Unvested Shares | Reported Value |
|---|---|---|---|
| 05/25/2023 | RSU | 39,867 | $527,440 |
| 05/25/2023 | TSR (target) | 39,867 | $417,009 (Monte Carlo) |
| 11/15/2023 | RSU | 25,740 | $340,540 |
| 11/15/2023 | TSR (target) | 19,305 | $201,930 (Monte Carlo) |
| 02/16/2024 | RSU | 96,852 | $1,281,352 |
| 02/16/2024 | TSR (target) | 48,426 | $679,901 (Monte Carlo) |
| 06/14/2024 | RSU | 17,483 | $231,300 |
Selected vesting schedules:
- 05/25/2023 RSU: 6,644 vest on 02/22/2025; 6,645 vest quarterly thereafter, subject to continued service .
- 11/15/2023 RSU: 3,217 vest on 02/15/2025; 3,218 vest quarterly thereafter, subject to continued service .
- 2024 RSUs: 1/3 after 12 months; 1/12 quarterly thereafter; 2024 TSRs entirely unvested at 12/31/2024 and contingent on 3-year performance .
Employment Terms
| Provision | Key terms |
|---|---|
| Severance Agreements (change-in-control) | Double-trigger: if involuntary termination without cause within 18 months post-change-in-control → lump sum cash equal to 100% of base salary and 100% of target (or average of prior 2 years) bonus for CFO, 12 months of company-paid health/dental/life insurance, full acceleration of unvested RSUs/options, and $5,000 outplacement . |
| Illustrative CIC severance (12/31/2024) | Salary $458,712; Bonus $358,486; Unvested RSUs $3,804,154; Other $8,294; Total $4,629,646 . |
| 280G excise tax treatment | Cut-back or full payment (executive pays excise) whichever yields greater net benefit; no tax gross-ups . |
| Clawback policy | Adopted in 2023; 3-year lookback for incentive comp tied to financial measures (including stock price/TSR) in the event of a required accounting restatement; awards subject to clawback and forfeiture under equity plan . |
| Insider Trading Policy | Hedging and pledging prohibited for employees and directors . |
| Employment agreement | Offer letter entered May 2023 (terms not further disclosed in proxy) . |
Investment Implications
- Strong pay-for-performance architecture: CFO’s variable pay tied to corporate operating metrics and Relative TSR; 2024 bonus modestly exceeded target ($360,995 vs. $358,486), while significant equity is in unvested RSUs and TSR awards, aligning with multi-year value creation .
- Retention supported by sizeable unvested equity and standard double-trigger CIC protection: multiple time-based RSU tranches and TSR awards remain unvested, with explicit 3-year TSR measurement windows and accelerated vesting only upon CIC plus involuntary termination, mitigating immediate selling pressure .
- Governance safeguards reduce risk: robust clawback, hedging/pledging prohibitions, and 280G cut-back/no gross-up terms constrain shareholder-unfriendly outcomes; say-on-pay received ~94% approval at the 2024 annual meeting, signaling investor support for the program .
- Ownership is meaningful but below 1% of the float; focus remains on performance-based equity rather than options or ESPP accumulation (no ESPP purchases in 2024 reported), reinforcing long-term alignment via RSUs/TSR .