Christopher Harland
INSEEGOAbout Christopher Harland
Christopher Harland (age 67) has served as an independent director of Inseego Corp. since October 2019. He is a Partner in the Strategic Advisory Group at PJT Partners and previously spent 32 years at Morgan Stanley, including as Chairman and Regional Head of Morgan Stanley Latin America (2008–Mar 2015) and Global Head of the Media & Communications Investment Banking Group (1996–2007). He holds a BA from Harvard College (magna cum laude), attended Oxford University, and earned an MBA from Harvard Business School as a George F. Baker Scholar .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Chairman & Regional Head, Latin America; Member of Management Committee and International Operating Committee | 2008–Mar 2015 | Expanded operations in Brazil and Mexico; opened new offices in Peru, Colombia, Chile |
| Morgan Stanley | Global Head, Media & Communications Investment Banking Group | 1996–2007 | Advised leading media/communications companies on M&A and financings |
| Morgan Stanley | Various roles (total 32 years) | Not all years specified | Long-tenured capital markets and advisory experience |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| PJT Partners | Partner, Strategic Advisory Group | Current | Based in New York |
| New York Studio School | Trustee | Current | Non-profit arts education governance role |
| Round Hill Developments | Director | Current | Board role |
| Council on Foreign Relations | Member | Current | Policy/foreign affairs network |
Board Governance
- Independence: The Board determined Mr. Harland is independent under Nasdaq rules .
- Board/Committee service and attendance:
- Board met 14 times in 2024; each incumbent director attended at least 75% of Board and committee meetings during their service period .
- Committees (2024 meetings): Audit (4), Compensation (8), Nominating & Corporate Governance (5) .
| Committee | Role | Chair? | 2024 Meetings | Notes |
|---|---|---|---|---|
| Audit | Member | No (Chair: Jeffrey Tuder; also audit committee financial expert) | 4 | Co-signed the Audit Committee Report |
| Compensation | Not a member | — | 8 | — |
| Nominating & Corporate Governance | Not a member | — | 5 | — |
- Board leadership: Independent Chair (Jeffrey Tuder) since Feb 2025; policy allows separation or combination of Chair/CEO based on needs .
- Director retirement policy: Non-management directors generally not nominated for terms beginning after age 72 unless the Board determines special circumstances .
Fixed Compensation
- Policy structure (non-management directors, 2024):
- Annual cash retainers: Board Member $40,000; Audit Committee Member $10,000; Compensation Committee Member $6,000; Nominating & Corporate Governance Member $5,000; Chair premiums: Board $80,000; Audit $20,000; Compensation $14,000; Nominating $10,000 .
- Equity: Initial RSUs valued at $145,000 (3-year ratable annual vesting), then annual RSUs valued at $125,000 (vest fully after one year) .
| Item | Amount/Detail | Source |
|---|---|---|
| 2024 Fees Earned in Cash (Harland) | $57,500 | Director Compensation Table |
| 2024 Stock Awards (Grant-date fair value) (Harland) | $125,000 | Director Compensation Table |
| 2024 Board Member Cash Retainer | $40,000 | Director fee schedule |
| 2024 Audit Committee Member Retainer | $10,000 | Director fee schedule |
| 2024 Annual Director RSU (policy) | $125,000; vests in full after 1 year | Equity compensation policy |
| Initial Director RSU (policy) | $145,000; vests in 3 equal annual installments | Equity compensation policy |
Notes:
- The $57,500 cash total implies Board and committee service in line with the schedule above (any variances reflect proration or additional approved amounts per Board discretion) .
Performance Compensation
- No performance-conditioned compensation is disclosed for directors. Annual director equity grants are time-based RSUs; no director performance metrics are specified .
- Executive bonuses (context) were tied to Revenue and Adjusted EBITDA in 2024 (payout at 142% of target), but this applies to executives, not directors .
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Mr. Harland in the proxy other than Inseego .
- Compensation Committee interlocks: Company disclosed no interlocks or insider participation; Mr. Harland was not on the Compensation Committee .
Expertise & Qualifications
- Capital markets and M&A expert; senior leadership across investment banking with regional and sector leadership roles .
- Governance experience across non-profit and corporate boards; advanced academic credentials (Harvard BA, HBS MBA, Oxford attendance) .
Equity Ownership
| Measure | Amount | Date/Context |
|---|---|---|
| Beneficial ownership (shares) | 37,180 | As of June 30, 2025 |
| Right to acquire within 60 days | — (none) | As of June 30, 2025 |
| Ownership % of outstanding | <1% (denoted “*”) | As of June 30, 2025 |
| Unvested stock awards outstanding | 7,655 RSUs | As of Dec 31, 2024 |
Additional alignment policies:
- No stock ownership guidelines for directors; Board historically encourages ownership but has not set formal guidelines .
- Insider Trading Policy prohibits any pledging or hedging by directors (e.g., short sales, options, collars) .
Related-Party Exposure & Conflicts
- The proxy discloses multiple financing transactions with affiliates of major shareholders Golden Harbor/Tavistock and North Sound (including loans, exchanges, and warrants), and participation by certain directors (James Avery via Tavistock-affiliated entities; Brian Miller via North Sound-affiliated entities). Mr. Harland is not identified as a participant in these related party transactions .
- The Audit Committee oversees related party transactions; independence and recusal requirements apply to directors under the Code of Conduct .
Say-on-Pay & Shareholder Feedback (Context)
- 2024 say-on-pay approval was approximately 95.8% in favor, indicating strong shareholder support for the executive compensation program at that time .
Governance Assessment
Strengths
- Independent director with deep capital markets and strategic advisory expertise; sits on the Audit Committee and co-signed the Audit Committee Report, supporting financial oversight credibility .
- Prohibitions on pledging/hedging enhance alignment; clawback policy in place for executives; say-on-pay support high (95.8%) .
- Attendance thresholds met (≥75% of meetings); independent Chair structure since Feb 2025 .
Watch items / potential red flags
- Board-level related party transactions with significant shareholders (Tavistock/Golden Harbor and North Sound) can create perceived influence; however, no disclosure implicates Mr. Harland directly in these transactions. Continued monitoring for any PJT Partners engagements with Inseego would be prudent, though none are disclosed in the proxy .
- No formal stock ownership guidelines for directors (policy gap relative to many governance best practices) .
Overall, Mr. Harland appears to be an independent, financially sophisticated director contributing to audit oversight, with no disclosed conflicts or related-party transactions involving him personally. His capital markets background and investment banking leadership experience should support board effectiveness and investor confidence .