Niv Harizman

About Niv Harizman

Independent director at Network-1 Technologies (NTIP), age 61, serving since December 2012. Chair of the Nominating & Corporate Governance Committee and the Strategic Development Committee; member of the Audit Committee and Compensation Committee. Recognized as an audit committee financial expert under SEC rules. Background spans managing member roles in private investment firms and senior investment banking positions at Credit Suisse First Boston, Deutsche Bank, and BT AlexBrown .

Past Roles

External Roles

Board Governance

• Independence: Considered independent under NYSE American Rule 803A(2) along with Allison Hoffman .
• Committee assignments:
  • Audit Committee: Member; qualifies as an “audit committee financial expert” under SEC rules; committee chaired by Allison Hoffman .
  • Compensation Committee: Member; committee chaired by Allison Hoffman .
  • Nominating & Corporate Governance Committee: Chair .
  • Strategic Development Committee: Chair; Jonathan Greene (EVP) serves as a member (non-independent) and is not compensated for that committee .
• Board leadership: CEO also serves as Board Chair; no Lead Independent Director; independent directors constitute 50% of the Board; committees are led by independent directors (except Greene’s presence on Strategic Development) .
• Attendance and engagement: In 2024 the Board met 6 times; Audit 4; Compensation 1; Nominating 2. Each director attended at least 75% of Board and committee meetings; all directors attended the prior Annual Meeting .

Fixed Compensation

Performance Compensation

• Director equity structure: Time-based RSUs with quarterly vesting; no disclosed performance metrics or targets tied to director compensation .

Other Directorships & Interlocks

Expertise & Qualifications

• Audit committee financial expert designation; deep transactional finance and investment experience .
• Strategic development and capital markets experience (chairs Strategic Development Committee) .
• Governance leadership (chairs Nominating & Corporate Governance; criteria-setting, director recruitment) .

Equity Ownership

Governance Assessment

• Strengths:

  • Independence and expertise: Independent director; audit committee financial expert; holds multiple committee leadership roles, indicating strong governance engagement .
  • Attendance: Met at least the 75% attendance threshold; full board and committee engagement; attended Annual Meeting .
  • Alignment: Material personal share ownership (1.4%); director equity via RSUs; company prohibits hedging/pledging, supporting alignment with shareholders .
  • Committee leadership: Chairs Nominating & Corporate Governance and Strategic Development, actively shaping board composition and strategy .

• Watch items / potential red flags:

  • Board leadership structure: No Lead Independent Director while CEO is Board Chair; independent directors comprise only 50% of a four-person board, which may constrain independent oversight .
  • Strategic Development Committee composition: Includes an executive (Greene) as member; although he is not compensated, presence of management on a committee chaired by an independent director warrants monitoring for independence in strategic/capital markets decisions .
  • Auditor transition context: Audit Committee engaged new auditor in Dec 2024 following Marcum’s resignation due to a conflict related to CBIZ’s acquisition; continued focus on auditor independence remains a governance priority .
  • Director compensation metrics: Equity awards are time-based RSUs without performance conditions, reducing direct pay-for-performance linkage for directors, though this is common market practice .

• Shareholder feedback:

  • Say-on-pay 2024 received majority support; Compensation Committee retained approach after review, indicating acceptable shareholder sentiment toward pay practices .

Related Party Transactions and Policies

• No specific related-party transactions involving directors disclosed; Audit Committee oversees related-person transaction reviews; Code of Ethics requires avoidance of conflicts .
• Insider trading policy: Strict prohibitions on hedging, short sales, derivatives, margin purchases, and pledging for directors and officers .
• Clawback policy: Adopted in 2023 for executive incentive compensation related to restatements; no director-specific clawback disclosed .

Notes on Change-in-Control and Severance

• Change-in-control acceleration terms are disclosed for CEO RSUs; no director-specific change-in-control acceleration provisions are disclosed in the proxy .

Attendance and Committee Activity (2024 Reference)

Overall governance signal: Harizman’s independence, committee leadership, and audit expertise support board effectiveness. Watch for independence safeguards given the lack of a Lead Independent Director and the Strategic Development Committee’s inclusion of management; auditor transition underscores the importance of continued rigorous Audit Committee oversight .