Timothy Harned
VuzixAbout Timothy Harned
Independent director at Vuzix since June 2017; age 59. Over 30 years in investment banking, corporate development, and financial advisory, with deep technology sector experience (communications, mobility, software). Education: MBA from UNC Kenan-Flagler; BA from Kenyon College. Current role: Managing Director at Progress Partners (since May 2021; acquisition of his firm 8Nineteen Advisory) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lehman Brothers | Mergers & Acquisitions Group | 1987–1992 | Transaction execution and advisory |
| Corporate Development (unnamed) | Corporate Development Executive | 1994–1996 | Growth, M&A integration |
| Banc of America Securities | Managing Director | 1996–2000 | Tech M&A and capital markets coverage |
| Morgan Stanley & Co. | Executive Director (Tech M&A/capital markets) | 2000–2002 | Strategic advisory for technology companies |
| Tech-focused advisory boutiques | Leadership roles | 2003–2016 | Strategic/financial advisory, cross-border transactions |
| 8Nineteen Advisory, LLC | Founder, Managing Partner & CEO | Dec 2016–May 2021 | Strategic C-suite consulting, M&A, corporate development; firm later acquired |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Progress Partners, Inc. | Managing Director (Boston HQ) | May 2021–present | Continues post-acquisition of 8Nineteen Advisory |
| 8Nineteen Advisory, LLC | Managing Partner & CEO | Dec 2016–May 2021 | Tech and consumer strategic/financial advisory |
| Other U.S. public boards | — | — | None disclosed in Vuzix proxy for Harned |
Board Governance
- Independence: Board determined Harned is independent under SEC Rule 10A-3 and NASDAQ rules .
- Years on board: Director since June 2017; tenure 7 years as of record date .
- Committee assignments:
- Compensation and Human Capital Committee: Chair; 5 meetings in 2024 .
- Audit Committee: Member; 5 meetings in 2024 .
- Nominating and Governance Committee: Member; 4 meetings in 2024 .
- Board meeting cadence and attendance: 2024 Board held 2 in-person and 8 conference call meetings (6 regular + 2 additional), plus 2 unanimous written consents; no director attended fewer than 75% of Board and applicable committee meetings .
- Lead Independent Director: Edward Kay .
- Acquisition Committee was de-formalized in Jan 2024 (ad hoc thereafter) .
- Annual meeting attendance: all directors attended 2024 annual meeting in-person .
2025 Election Votes (Investor support signal)
| Director | Votes For | Votes Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Timothy Harned | 27,229,531 | 2,383,844 | 522,135 | 16,432,259 |
Fixed Compensation
| Element | 2024 Amount ($) |
|---|---|
| Fees Paid in Cash | 57,500 |
Notes on director compensation structure:
- Annual cash retainer: $60,000 (directors may elect RSUs in lieu of cash) .
- Chair fees: Lead Independent Director $15,000; Audit Chair $12,000; all other committee chairs $10,000 .
- Equity grant: RSUs with fixed $100,000 grant-date fair value; vest one year after grant .
- Stock ownership requirement: 3x base cash retainer; annual director compensation cap: $300,000 (reduced from $500,000 in 2022) .
Performance Compensation
| Grant Date | Instrument | Shares/Units | Fair Value ($) | Vesting |
|---|---|---|---|---|
| 2024-06-13 | Stock award (common shares) | 70,922 | 100,000 | RSU program vests annually one year after grant per policy |
| 2024-07-01 | Stock award (in lieu of cash retainer) | 39,474 | 52,500 | — (award disclosed as common shares) |
| 2024-07-01 (Form 4) | Award (Common Stock) | 110,396 | — | Post-award holdings 296,412 shares |
| 2025-07-01 (Form 4) | Award (Common Stock) | 31,746 | — | Post-award holdings 328,158 shares |
Additional signals:
- Say-on-pay advisory approval: For 27,594,294; Against 2,367,583; Abstain 173,633; broker non-votes 16,432,259 (annual frequency preferred) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other U.S. public company boards | None disclosed for Harned |
| Compensation committee interlocks | None in 2024; no insider participation |
Expertise & Qualifications
- Deep M&A, capital markets, and corporate development capability across technology and consumer sectors; extensive cross-border transaction experience .
- Board skills matrix indicates senior leadership and industry experience; Harned is independent; tenure 7 years .
- Education: MBA (UNC Kenan-Flagler), BA (Kenyon College) .
Equity Ownership
| Date (as of) | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| 2025-04-21 | 296,412 | <1.0% (based on 76,242,415 shares outstanding) |
| 2025-07-01 (post-award per Form 4) | 328,158 | — |
Alignment policies:
- Hedging and pledging of company stock prohibited for insiders (including directors); blackout trading windows enforced; insider trading policy updated for new SEC 10b5-1 rules .
- Director stock ownership guideline: minimum 3x base cash retainer .
Governance Assessment
- Strengths: Independent status; chairs Compensation and Human Capital Committee; active across three key committees; strong attendance; robust anti-hedging/pledging and clawback frameworks; shareholder support in 2025 director election and say-on-pay .
- Ownership: Meaningful personal stake (296,412 shares as of record; 328,158 post-2025 awards); no pledging permitted, reinforcing alignment .
- Compensation signals: Director equity granted at fixed dollar value with one-year vesting; option to take cash retainers in equity increases alignment. 2024 total director compensation for Harned: $210,000 (cash $57,500; stock awards $152,500) .
- Potential red flags to monitor: Board-led transition from a high-threshold 2021 LTIP to RSUs for executives constituted a “repricing” under Nasdaq rules (appropriately put to shareholder vote and approved). As Compensation Chair, Harned’s oversight is central; while the change reduces projected SBC expense (~$34.6M savings) and share issuance, repricing optics can concern some investors; continued transparency on performance conditions is key .
- Conflicts/related party: None disclosed involving directors or >5% holders since Jan 1, 2023; indemnification agreements standard .