DEF 14A of Harmonic Inc., Apr 30, 2025

DEF 14A of Harmonic Inc.

Filed Apr 30, 2025 · FY20240001140361-25-016640

Open on EDGAR

  1. To Be Held at 9:00 A.M. Pacific Time on Thursday, June 12, 2025

    To Be Held at 9:00 A.M. Pacific Time on Thursday, June 12, 2025 Dear Stockholders of Harmonic Inc: You are cordially invited to attend the 2025 annual meeting of stockholders (the “Annual Meeting”) of Harmonic Inc., a Delaware corporation (the “Company”), which will be held on Thursday, June 12, 2025, at 9:00 a.m., Pacific Time. The Annual Meeting will be a virtual meeting held over the Internet. You will be able to attend the Annual Meeting, vote your shares electronically and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/HLIT2025 and entering your 16-digit control number located on your proxy card. The meeting will address the following items of business:

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    | 1. | To elect eight (8) directors to serve until the earlier of the 2026 annual meeting of stockholders or until their successors are elected and qualified or until their earlier resignation or removal; | | 2. | To hold an advisory vote to approve named executive officer compensation; | | 3. | To approve an amendment to the 2002 Employee Stock Purchase Plan to increase the number of shares of common stock reserved for issuance thereunder by 500,000 shares; | | 4. | To approve the Harmonic Inc. 2025 Equity Incentive Plan; | | 5. | To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2025; and | | 6. | To transact such other matters as may properly come before the Annual Meeting or any adjournment, postponement or other delay thereof. |

  3. To Be Held at 9:00 A.M. Pacific Time on Thursday, June 12, 2025

    The foregoing items of business are more fully described in the Proxy Statement accompanying this notice. All stockholders of record at the close of business on Tuesday, April 15, 2025, are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof. On or about April 30, 2025, we expect to send to our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials. Unless you have previously requested to receive our proxy materials in paper form or by email, you will receive a Notice of Internet Availability of Proxy Materials. Stockholders who continue to receive paper copies of proxy materials may elect to receive future proxy materials via electronic delivery by enrolling at www.proxyvote.com.

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    | By Order of the Board of Directors, | | | | Timothy C. Chu | | Corporate Secretary |

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    San Jose, California April 30, 2025

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    | How to Vote | | By Telephone: | | By Internet: | | By Mail: | | By Scanning: |

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    | Your Vote is Important. | | Whether or not you plan to attend the virtual meeting we urge you to submit your vote via the Internet, telephone or mail as soon as possible to ensure your shares are represented. Please refer to your proxy card for additional instructions on voting via the Internet or by telephone. Even if you have voted by proxy, you may still vote in person by attending the virtual meeting. |

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    | PROXY STATEMENT TABLE OF CONTENTS |

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    | | Page | | Proxy Statement Summary | 1 | | General Information | 4 | | Proposal 1: Election of Directors | 8 | | Corporate Governance | 13 | | Corporate Governance Highlights | 13 | | Board Leadership | 13 | | Board Meetings and Committees | 13 | | Meetings of Non-Employee Directors | 15 | | Corporate Governance Guidelines | 15 | | Code of Business Conduct and Ethics | 15 | | Role of the Board in Risk Oversight | 15 | | Considerations in Evaluating Director Nominees | 16 | | Director Recommendations and Nominations from Stockholders | 17 | | Communication with the Board of Directors | 17 | | Director Compensation | 18 | | Non-Employee Director Stock Ownership Policy | 21 | | Corporate Social Responsibility | 22 | | Proposal 2: Advisory Vote on Named Executive Officer Compensation | 23 | | Proposal 3: Approval of Amendment to 2002 Employee Stock Purchase Plan | 24 | | Proposal 4: Approval of the Harmonic Inc. 2025 Equity Incentive Plan | 30 | | Proposal 5: Ratification of Appointment of Independent Registered Public Accounting Firm | 42 | | Independent Registered Public Accounting Firm Fees | 42 | | Audit Committee Report | 43 | | Executive Officers | 44 | | Compensation Discussion and Analysis | 45 | | Compensation Philosophy and Programs | 45 | | Elements of Compensation | 46 | | Change of Control Agreements | 54 | | Stock Ownership Guidelines and Hedging Policy | 56 | | Financial Restatements and Clawback Policy | 56 | | Compensation Committee Report | 56 | | Executive Compensation | 57 | | Pay Versus Performance | 64 | | CEO Pay Ratio | 68 | | Security Ownership of Certain Beneficial Owners and Management | 69 | | Certain Relationships and Related Transactions | 70 | | Other Matters | 70 | | Appendix A: Amended and Restated 2002 Employee Stock Purchase Plan | A-1 | | Appendix B: Harmonic Inc. 2025 Equity Incentive Plan | B-1 |

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    | PROXY STATEMENT SUMMARY |

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    This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this Proxy Statement.

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    | PROPOSAL 1 Election of Directors To elect eight (8) directors to serve until the earlier of the 2026 annual meeting of stockholders or until their successors are elected and qualified or until their earlier resignation or removal. See page 8 | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING “FOR” EACH OF THE DIRECTOR NOMINEES SET FORTH ABOVE. |

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    Director Nominees

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    | | | | | Committees | | | | | Name and Principal Occupation | Independent | Age | Director Since | Audit | Compensation | Corporate Governance and Nominating | Other Current Public Company Boards | | Patrick Gallagher Board Director | | 70 | 2007 | | | | Ciena Corporation | | Nimrod Ben-Natan President and CEO, Harmonic Inc. | | 57 | 2024 | | | | None | | Deborah L. Clifford EVP and Chief Strategy Officer, Autodesk Inc. | | 51 | 2018 | | | | None | | Stephanie Copeland Managing Partner, Four Points Funding LLC | | 57 | 2024 | | | | None | | Dana Crandall Founder, Crandall Consulting | | 60 | 2024 | | | | None | | Neel Dev Chief Financial Officer and Chief Revenue Officer, Congruex | | 53 | 2024 | | | | None | | David Krall Strategic Advisor, Roku, Inc. | | 64 | 2018 | | | | Progress Software Corporation Audinate Pty Ltd. | | Dan Whalen Board Director | | 57 | 2024 | | | | None |

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    Chair Member

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    PROXY STATEMENT SUMMARY Director Nominee Snapshot

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    | | Patrick Gallagher | Nimrod Ben-Natan | Deborah L. Clifford | Stephanie Copeland | Dana Crandall | Neel Dev | David Krall | Dan Whalen | | Skills/Competencies | | | | | | | | | | Industry Experience | ● | ● | | ● | ● | ● | ● | ● | | Innovation/Technology | ● | ● | ● | | ● | | ● | ● | | Executive Leadership | ● | ● | ● | ● | ● | ● | ● | ● | | Global Experience | ● | ● | ● | ● | ● | ● | ● | ● | | Finance | ● | | ● | | | ● | ● | ● | | Cybersecurity/IT | | | | | ● | | | ● | | Operations | ● | ● | ● | ● | ● | ● | ● | ● | | Tenure, Independence and Demographics (as of April 1, 2025) | | | | | | | | | | Tenure (years) | 18 | 1 | 7 | 1 | 1 | 1 | 7 | 1 | | Independence | | | | | | | | | | Age | 70 | 57 | 51 | 57 | 60 | 53 | 64 | 57 | | Gender Identity | Male | Male | Female | Female | Female | Male | Male | Male | | Asian | | | | | | | | | | White | | | | | | | | |

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    PROXY STATEMENT SUMMARY

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    | PROPOSAL 2 ADVISORY VOTE ON NEO COMPENSATION To hold an advisory vote to approve named executive officer compensation. See page 23 | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ADVISORY VOTE APPROVING NAMED EXECUTIVE OFFICER COMPENSATION. |

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    | PROPOSAL 3 Approval of Amendment to 2002 Employee Stock Purchase Plan To approve an amendment to the 2002 Employee Stock Purchase Plan to increase the number of shares of common stock reserved for issuance thereunder by 500,000 shares. See page 24 | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING “FOR” THE APPROVAL OF THE PROPOSED AMENDMENT TO THE 2002 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE THERE UNDER BY 500,000 SHARES. |

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    | PROPOSAL 4 APPROVAL OF 2025 EQUITY INCENTIVE PLAN To approve the Harmonic Inc. 2025 Equity Incentive Plan. See page 30 | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE 2025 EQUITY INCENTIVE PLAN. |

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    | PROPOSAL 5 Ratification of Appointment of Independent Registered Public Accounting Firm To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2025. See page 42 | THE BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025. |

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  26. To Be Held at 9:00 A.M. Pacific Time on Thursday, June 12, 2025

    | GENERAL INFORMATION |

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    PROXY STATEMENT 2025 ANNUAL MEETING OF STOCKHOLDERS

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    To Be Held at 9:00 A.M. Pacific Time on Thursday, June 12, 2025 This proxy statement and the enclosed form of proxy card are furnished in connection with the solicitation of proxies by and on behalf of the Board of Directors (the “Board of Directors” or the “Board”) of Harmonic Inc., a Delaware corporation (“Harmonic,” “we” or the “Company”), for use at the 2025 Annual Meeting of Stockholders and any adjournment(s), postponement(s) or other delays thereof (the “Annual Meeting”) to be held virtually on Thursday, June 12, 2025, at 9:00 a.m. Pacific Time, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Stockholders. You will be able to attend the Annual Meeting, vote your shares electronically and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/HLIT2025 and entering your 16-digit control number located on your proxy card. Internet Availability of Proxy Materials Under rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), we are furnishing proxy materials to our stockholders primarily via the Internet, instead of mailing printed copies of those materials to each stockholder. On or about April 30, 2025, we expect to send to our stockholders (other than those who previously requested electronic or paper delivery) a Notice of Internet Availability of Proxy Materials (the “E-Proxy Notice”) containing instructions on how to access our proxy materials, including our proxy statement (the “Proxy Statement”) and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”). The E-Proxy Notice also instructs you on how to access your proxy card to vote through the Internet or by telephone. Who Can Vote at the Annual Meeting Stockholders as of the close of business on April 15, 2025 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting. As of the Record Date, 113,606,922 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), were issued and outstanding. Stockholder of Record - Shares Registered in Your Name. If, on the Record Date, your shares were registered directly in your name with our transfer agent, Computershare Investor Services, then you are considered the stockholder of record with respect to those shares. As a stockholder of record, you may vote at the Annual Meeting or vote by proxy. Whether or not you plan to attend the virtual Annual Meeting, we urge you to vote over the Internet or by telephone, or if you received paper proxy materials by mail, by filling out and returning the proxy card in the enclosed postage-paid envelope. A list of stockholders eligible to vote at the Annual Meeting will be available for review during our regular business hours at our principal executive offices for the ten days prior to the Annual Meeting for any purpose related to the Annual Meeting. If you would like to view the list, please contact our corporate secretary to schedule an appointment by writing to Harmonic Inc., 2590 Orchard Parkway, San Jose, California 95131, Attention: Corporate Secretary. Beneficial Owner - Shares Registered in the Name of a Broker or Nominee. If, on the Record Date, your shares were held in an account with a brokerage firm, bank or other nominee, then you are the beneficial owner of the shares held in street name. As a beneficial owner, you have the right to direct your nominee on how to vote the shares held in your account, and it has enclosed or provided voting instructions for you to use in directing it on how to vote your shares. However, the organization that holds your shares is considered the stockholder of record for purposes of voting at the Annual Meeting. Because you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy from the organization that holds your shares giving you the right to vote the shares at the Annual Meeting. How to Vote If you are a stockholder of record you may vote by proxy or electronically at the Annual Meeting. To vote by proxy, you may vote via the Internet or by telephone by following the instructions provided on the E-Proxy Notice or proxy card, or if you received a paper proxy card and voting instructions by mail, you should sign, date and return the enclosed proxy card in the enclosed postage-paid envelope before the Annual Meeting.

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    If you are a beneficial owner and not the stockholder of record, please refer to the voting instructions provided by your nominee to direct it on how to vote your shares. Revocability of Proxies Any proxy may be revoked by the person giving it at any time before its use at the Annual Meeting by delivering to the Secretary of the Company, at the Company’s principal offices at 2590 Orchard Parkway, San Jose, California 95131, a written notice of revocation or a signed proxy bearing a later date, or by voting on a later date by telephone or via the Internet. If you attend the virtual Annual Meeting and vote electronically, any previously submitted proxy will be revoked. Please note, however, that if you are a beneficial owner and you wish to change or revoke your proxy, you may change your vote by submitting new voting instructions to your broker, bank or other nominee in accordance with their operating procedures or, if you have obtained a legal proxy from your broker, bank or other nominee giving you the right to vote your shares at the Annual Meeting, by attending the virtual Annual Meeting and voting electronically. Quorum Each stockholder is entitled to one vote for each share of Common Stock held as of the Record Date on all matters presented at the Annual Meeting. Stockholders do not have the right to cumulate their votes in the election of directors. The holders of a majority in voting power of the Common Stock issued and outstanding and entitled to vote at the Annual Meeting, present in person or represented by proxy, constitutes a quorum for action at the Annual Meeting. Shares that reflect abstentions and broker non-votes count as present at the Annual Meeting for the purposes of determining a quorum. Voting Requirements Proposal 1 - Majority vote for a Director’s election. The Company’s amended and restated bylaws (the “Bylaws”) provide that, in the case of an uncontested election (i.e., an election where the number of director nominees is not greater than the number of directors to be elected), a nominee shall be elected by the affirmative vote of the majority of the votes cast by holders of Common Stock having voting power present in person or represented by proxy at a meeting for the election of directors at which a quorum is present. For this purpose, the “affirmative vote of the majority of the votes cast” means the number of shares voted “FOR” a director’s election exceeds the number of shares “AGAINST” with respect to that director’s election. In a contested election (i.e., an election where the number of nominees is greater than the number of directors to be elected), a nominee shall be elected by a plurality of the votes cast. Proposals 2, 3, 4 and 5 - Majority vote. The advisory vote on named executive officer compensation (Proposal 2 in this Proxy Statement), the amendment to the Company’s 2002 Employee Stock Purchase Plan (Proposal 3 in this Proxy Statement), the approval of the Company’s 2025 Equity Incentive Plan (Proposal 4 in this Proxy Statement) and the ratification of the appointment of the Company’s independent registered public accounting firm (Proposal 5 in this Proxy Statement) each require the affirmative vote of the holders of a majority of the Common Stock having voting power present in person or represented by proxy and entitled to vote on the proposal. Treatment of abstentions and broker non-votes. In the election of directors (Proposal 1 in this Proxy Statement), abstentions and broker non-votes will be disregarded and have no effect on the outcome of the vote. With respect to Proposals 2, 3, 4 and 5 in this Proxy Statement, abstentions will have the same effect as voting against the proposal and broker non-votes, if any, will be disregarded and have no effect on the outcome of the vote. Meaning of “broker non-votes.” If you hold shares beneficially in street name (that is, in an account at a bank or broker) and do not provide your bank or broker with voting instructions, your shares may constitute “broker non-votes.” Broker non-votes occur on a matter when a bank or broker is not permitted to vote on that matter without instructions from the beneficial owner and instructions are not given. These matters are referred to as “non-routine” matters. All of the matters scheduled to be voted on at the Annual Meeting are “non-routine,” except for the ratification of the appointment of the Company’s independent registered public accounting firm (Proposal 5 in this Proxy Statement).

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  32. To Be Held at 9:00 A.M. Pacific Time on Thursday, June 12, 2025

    Solicitation of Proxies The Company will bear the cost of soliciting proxies, including the preparation, assembly, Internet hosting, printing and mailing of the E-Proxy Notice, this Proxy Statement, the proxy card and any other proxy materials furnished to stockholders by the Company in connection with the Annual Meeting. In addition, the Company may reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding the proxy materials to such beneficial owners. Solicitation of proxies by mail may be supplemented by telephone, facsimile, email, Internet or personal solicitation by directors, officers, employees or independent contractors of the Company. Other than for any such independent contractors, no additional compensation will be paid to such persons for such services. If You Receive More Than One Proxy Card or E-Proxy Notice If you receive more than one proxy card or E-Proxy Notice, your shares are registered in more than one name or are registered in different accounts. To make certain all of your shares are voted, please follow the instructions included on the E-Proxy Notice on how to access each proxy card and vote each proxy card over the Internet or by telephone. If you received paper proxy materials by mail, please complete, sign and return each proxy card to ensure that all of your shares are voted. Stockholder Proposal Procedures and Deadlines Proposals of stockholders of the Company that are intended to be presented by such stockholders at our 2025 annual meeting of stockholders and that stockholders desire to have included in the Company’s proxy materials relating to such meeting pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must be received by Harmonic at its principal offices at 2590 Orchard Parkway, San Jose, California 95131, Attention: Corporate Secretary, no later than December 31, 2025. Any such proposals of stockholders must be in compliance with applicable laws and regulations in order to be considered for possible inclusion in the Company’s proxy materials for that meeting. Proposals of stockholders of the Company that are intended to be presented by such stockholders at our 2026 annual meeting of stockholders and that such stockholders do not desire to have included in the Company’s proxy materials for that meeting must be received in writing by Harmonic at its principal offices at 2590 Orchard Parkway, San Jose, California 95131, Attention: Corporate Secretary, no earlier than February 12, 2026 and no later than March 14, 2026. However, if the date of our 2026 annual meeting of stockholders occurs more than 25 days before or after June 12, 2026, then notice of a stockholder proposal that is not intended for inclusion in our proxy statement under Rule 14a-8 must be received by the Company no earlier than the 120th day before our 2026 annual meeting of stockholders and no later than the close of business on the later of (i) the 90th day prior to date of our 2026 annual meeting of stockholders or (ii) if the first public announcement of our 2026 annual meeting of stockholders is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of our 2026 annual meeting of stockholders is first made. Furthermore, any stockholder’s notice of business to be brought before an annual meeting must set forth, as to each proposed matter, the information required for such proposed matter under Section 2.5(a)(iii) of the Bylaws. In addition, to be timely and in proper written form, a stockholder’s notice to the Secretary of the Company must be updated and supplemented, if necessary, so that the information provide or required to be provided in such notice by the Bylaws is true and correct as of the Record Date, within the time period as described in Section 2.5(a)(iii) of the Bylaws. A copy of the pertinent provisions of the Bylaws is available upon request to Harmonic Inc., 2590 Orchard Parkway, San Jose, California 95131, Attention: Corporate Secretary, or can be accessed from the Company’s filings with the SEC at www.sec.gov. If a stockholder gives notice of such a proposal after the deadlines described above, the Company’s designated proxy holders will be allowed to use their discretionary voting authority to vote against the stockholder proposal when and if the proposal is raised at our 2026 annual meeting of stockholders.

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    Multiple Stockholders Sharing One Address We have adopted a procedure called “householding,” which the SEC has approved. Under this procedure, we deliver to multiple stockholders of record sharing a common address a single copy of the E-Proxy Notice or, if you received paper proxy materials by mail, one copy of this Proxy Statement and our 2024 Annual Report. If requested orally or in writing, we will promptly provide a separate copy of the E-Proxy Notice or paper proxy materials to a stockholder sharing an address with another stockholder. Requests should be directed to: Harmonic Inc., 2590 Orchard Parkway, San Jose, California 95131, Attention: Corporate Secretary, or to 1-408-542-2500. Beneficial holders sharing a common address and who desire separate copies should contact their brokerage firm or bank. Stockholders of record sharing an address who currently receive multiple copies of proxy materials or the E-Proxy Notice, and wish to receive only a single copy, should send a signed, written request to the Company at the address noted above. Beneficial holders should contact their brokerage firm or bank. If You Plan to Attend the Annual Meeting The Annual Meeting will be a virtual meeting held over the Internet. You will be able to attend the Annual Meeting, vote your shares electronically and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/HLIT2025 and entering your 16-digit control number located on your proxy card.

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    | PROPOSAL 1 ELECTION OF DIRECTORS To elect eight (8) directors to serve until the earlier of the 2026 annual meeting of stockholders or until their successors are elected and qualified or until their earlier resignation or removal. | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING “FOR” EACH OF THE DIRECTOR NOMINEES SET FORTH ABOVE. |

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    Eight (8) directors are to be elected at the Annual Meeting. Each of the directors elected at the Annual Meeting will hold office until the earlier of our 2026 annual meeting of stockholders or until such director’s successor has been elected and qualified or until such director’s earlier resignation or removal. Unless otherwise instructed, the designated proxy holders will vote the proxies received by them “FOR” the Company’s eight nominees named below, all of whom are currently directors of the Company. Each of the nominees was recommended for election by the Company’s Corporate Governance and Nominating Committee of the Board of Directors (the “Corporate Governance and Nominating Committee”) and the Board of Directors. In the event that any nominee of the Company becomes unable or declines to serve as a director at the time of the Annual Meeting, the designated proxy holders will vote the proxies for any substitute nominee who is designated by the Corporate Governance and Nominating Committee to fill the vacancy. It is not expected that any nominee listed below will be unable or will decline to serve as a director. The process undertaken by the Corporate Governance and Nominating Committee in recommending qualified director candidates is described below under “Considerations in Evaluating Director Nominees” on page 16 of this Proxy Statement. Director Nominees The names of the nominees for director and certain information about each of them are set forth below. The information presented includes age as of April 1, 2025, positions held, principal occupation and business experience for at least the past five years, and the names of other publicly-held and select privately-held companies of which the nominee currently serves as a director or has served as a director during the past five years. In addition to the information presented below regarding the nominee’s specific experience, qualifications, attributes and skills that led our Board to the conclusion that each nominee is qualified to serve as a director, we also believe that all of our director nominees have a reputation for integrity, honesty and adherence to high ethical standards. Our incumbent director nominees each have demonstrated knowledge of our industry, an ability to exercise sound judgment, and a commitment to the Company and the Board. Finally, with respect to our director nominees who have not been officers of the Company, we value their experience on other company boards of directors and board committees and as senior officers of other companies. Each of the nominees has consented to being named in this Proxy Statement and to serve as a director if elected.

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    | Name | Director Since | Independent | Principal Occupation | | Patrick Gallagher | 2007 | Yes | Board Director | | Nimrod Ben-Natan | 2024 | No | President and Chief Executive Officer, Harmonic Inc. | | Deborah L. Clifford | 2018 | Yes | EVP and Chief Strategy Officer, Autodesk Inc. | | Stephanie Copeland | 2024 | Yes | Managing Partner, Four Points Funding LLC | | Dana Crandall | 2024 | Yes | Founder, Crandall Consulting | | Neel Dev(1) | 2024 | Yes | Chief Financial Officer and Chief Revenue Officer, Congruex | | David Krall | 2018 | Yes | Strategic Advisor, Roku, Inc. | | Dan Whalen(1) | 2024 | Yes | Board Director |

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    | (1) In July and August 2024, our Board of Directors, at the recommendation of the Corporate Governance and Nominating Committee, appointed Messrs. Dev and Whalen, respectively, to our Board. |

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    Except as indicated below, each nominee has been engaged in the principal occupation set forth above during the past five years. There are no family relationships between any directors or executive officers of the Company. Mr. Dev joined our Board in July 2024 and was identified as a director candidate by a third-party search firm. Mr. Whalen joined our Board in August 2024 and was identified as a director candidate by members of our Corporate Governance and Nominating Committee.

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    | Age: 70 Board Chair Board Committees: Compensation Committee Corporate Governance & Nominating Committee (Chair) | Patrick Gallagher Experience Mr. Gallagher has been a director since October 2007 and was elected Board Chair in April 2013. Mr. Gallagher is currently a director of Ciena Corporation, a supplier of networking equipment, software and services, where he serves on the compensation committee and is chair of the governance and nominations committee. Until January 2022, Mr. Gallagher was board chair of Intercloud SAS and previously, he served as board chair of Marco 4 plc, vice chair of Golden Telecom Inc., and Executive Vice Chair and Chief Executive Officer of FLAG Telecom Group. Earlier in his career, Mr. Gallagher held senior management positions at BT Group, including Group Director of Strategy & Development, President of BT Europe and as a member of the BT executive committee. Mr. Gallagher holds a B.A. in Economics with honors from Warwick University. Qualifications We believe that Mr. Gallagher’s qualifications to serve on our Board include his more than 30 years of experience in the global telecom, Internet and media industries, with a strong track record in building international businesses. He brings particular strategic and operational insight to Harmonic’s international business and has significant experience in chairing both public and private companies. |

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    | Age: 57 | Nimrod Ben-Natan Experience Mr. Ben-Natan has served as a director and as the Company’s President and Chief Executive Officer since June 2024. Mr. Ben-Natan joined the Company in 1996, was named Vice President of Product Marketing, Solutions and Strategy in 2007, and was appointed Senior Vice President and General Manager, Cable Products, in June 2012. Prior to joining the Company, Mr. Ben-Natan served as an Embedded Software Engineer at Orckit Communications Ltd., a digital subscriber line developer. Previously, he worked on wireless communications systems while he was with the Israeli Defense Signal Corps. Mr. Ben-Natan holds a B.A. in Computer Science from Tel Aviv University. Qualifications We believe that Mr. Ben-Natan’s qualifications to serve on our Board include his many years of industry experience and extensive customer relationships, his management and operational experience, and his strong background in driving Harmonic’s market-leading broadband and video technologies |

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    | | 9 |

  45. To Be Held at 9:00 A.M. Pacific Time on Thursday, June 12, 2025

    | Age: 51 Board Committees: Audit Committee (Chair) Corporate Governance & Nominating Committee | Deborah L. Clifford Experience Ms. Clifford has been a director since October 2018. Ms. Clifford currently serves as Executive Vice President and Chief Strategy Officer at Autodesk, a leading 3D design, engineering and entertainment software company, where she is responsible for transformation, corporate development and sustainability. She also currently serves as the Board Chair of the Autodesk Foundation. From March 2021 to March 2024, Ms. Clifford served as the Chief Financial Officer of Autodesk. From July 2019 to March 2021, she served as the Chief Financial Officer of SurveyMonkey, a leading global survey software company. Previously, from September 2005 to June 2019, Ms. Clifford held a variety of finance positions of increasing scope and responsibility at Autodesk, including as Vice President of Financial Planning and Analysis. Prior to Autodesk, Ms. Clifford held positions at Virage, Inc. and Ernst & Young. Ms. Clifford holds a B.A. in Political Science with a business specialization from the University of California, Los Angeles, and an M.B.A. from the Stanford Graduate School of Business. She is a certified public accountant (inactive) in the state of California. Qualifications We believe that Ms. Clifford’s qualifications to serve on our Board include her extensive finance, operational and business transformation leadership experience at technology companies. |

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    | Age: 57 Board Committees: Audit Committee | Stephanie Copeland Experience Ms. Copeland has been a director since June 2024. Ms. Copeland is the founder and managing partner of Four Points Funding LLC, a real estate investment and development firm, a position she has held since January 2019. From January 2017 to January 2019, she served as the Executive Director for the Colorado Office of Economic Development and International Trade. From February 2012 to January 2016, she was a Senior Vice President and then President of Zayo Group, a communications infrastructure services firm. Prior to Zayo Group, Ms. Copeland was Chief Operating Officer of WildBlue, a ViaSat company, after spending over 10 years at Qwest Communications as a senior executive and four years at Level 3 Communications, where she held executive leadership positions in the U.S. and the U.K. Earlier in her career, Ms. Copeland worked at Cable & Wireless Communications in St. Petersburg, Russia, and MFS Communications Company. Ms. Copeland holds a B.A. in German and Commercial Studies from the University of Illinois. Qualifications We believe that Ms. Copeland’s qualifications to serve on our Board include her over 30 years of global operating and executive leadership experience in the telecom and broadband industries. |

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    | 10 | |

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    | Age: 60 Board Committees: Audit Committee | Dana Crandall Experience Ms. Crandall has been a director since June 2024. Ms. Crandall is the founder of Crandall Consulting, an advisory and consulting company. From July 2021 to June 2023, Ms. Crandall served as Executive Vice President and Chief Operating Officer of Sky Deutschland GmbH, a German media company. Prior to Sky, from November 2013 to July 2021, she served as Senior Vice President, Customer Experience and Call Center Operations, of the Comcast West division of Comcast Corporation. Previously, she was the Managing Director and Chief Information Officer of BT Operate, a division of British Telecom. Earlier in her career, Ms. Crandall held various leadership positions at Qwest Communications and at US West. She served on the board of First Interstate BancSystem, Inc. from March 2014 to September 2021, where she chaired the technology committee and was a member of both the audit and risk committees. Ms. Crandall holds a Bachelor of Science degree in Electrical Engineering from the University of Denver and an M.B.A. from the Kellogg School of Management at Northwestern University. Qualifications We believe that Ms. Crandall’s qualifications to serve on our Board include her more than 30 years of global operating and technology leadership experience, and her extensive knowledge of the broadband and telecom industries. |

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    | Age: 53 Board Committees: Audit Committee | Neel Dev Experience Mr. Dev has been a director since July 2024. Mr. Dev has served as the Chief Financial Officer and Chief Revenue Officer of Congruex, a communications network infrastructure design, engineering and construction company since November 2022. At Congruex, Mr. Dev is responsible for financial planning, accounting, tax, treasury, procurement and supply chain management. He also oversees the sales and commercial services organizations, and processes related to revenue generation activities and go-to-market strategy. Prior to Congruex, Mr. Dev served as Executive Vice President and Chief Financial Officer of Lumen Technologies from September 2018 through April 2022, and he previously held various finance leadership roles at Level 3 Communications, MCI (now Verizon Business), and MFS Communications. He holds a B.A in Mathematics from the University of Delhi (India) and an M.B.A from the University of Arizona, and is a CFA® charter holder. Qualifications We believe that Mr. Dev’s qualifications to serve on our Board include his more than 25 years of operational and financial experience and his extensive knowledge of the telecom industry. |

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    | | 11 |

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    | Age: 64 Board Committees: Compensation Committee (Chair) Corporate Governance & Nominating Committee | David Krall Experience Mr. Krall has been a director since February 2018. Mr. Krall has served as a strategic advisor to Roku, Inc., a leading manufacturer of media players for streaming entertainment, since December 2010, and to Universal Audio, Inc., a manufacturer of audio hardware and software plug-ins, since August 2011. Previously, he served as President and Chief Operating Officer of Roku, President and Chief Executive Officer of QSecure, Inc. and President and Chief Executive Officer of Avid Technology, Inc. Earlier in his career, Mr. Krall worked in engineering and project management at several companies. Mr. Krall currently serves on the board of directors of Progress Software Corporation, where he is the chair of the compensation committee, and of Audinate Pty Ltd., where he is the board chair. Mr. Krall previously served on the board of Quantum Corporation from August 2011 to March 2017. Mr. Krall holds a B.S. and M.S. in Electrical Engineering from the Massachusetts Institute of Technology and an M.B.A., with distinction, from Harvard Business School. Qualifications We believe that Mr. Krall’s qualifications to serve on our Board include his many years of executive leadership and board experience at technology companies, and particularly his extensive experience in the digital and streaming media industries. |

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    | Age: 57 Board Committees: Compensation Committee | Dan Whalen Experience Mr. Whalen has been a director since August 2024, and previously served on our Board from August 2021 to June 2023. Mr. Whalen served as the President and CEO of ATX Networks, a global provider of network infrastructure systems and commercial video solutions, from November 2020 through July 2024. Prior to ATX, he served as the Chief Product Officer at ADTRAN, a provider of telecommunications networking and internetworking products. Before ADTRAN, Mr. Whalen held multiple leadership positions at Arris International, a telecommunications equipment company, including Senior Vice President of Sales, Senior Vice President and General Manager of Global Services, and President, Network & Cloud. Mr. Whalen has also held key positions at Cisco Systems, Comdisco, KPMG and Bell Atlantic. He holds a Bachelor of Engineering degree from Stevens Institute of Technology. Qualifications We believe that Mr. Whalen’s qualifications to serve on our Board include his many years of senior management experience and extensive knowledge of the broadband and video industries. |

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    | 12 | |

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    | CORPORATE GOVERNANCE |

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    Corporate Governance Highlights

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    | Accountable to Stockholders ● We do not have a classified board and all directors are elected annually. ● We have a majority voting standard for uncontested director elections. ● Our annual say-on-pay resolution ensures alignment with investors on executive pay. ● All pledging and hedging of Harmonic stock is restricted under our Insider Trading Policy. |

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    | Independent Board Leadership ● Our Board Chair and CEO roles are separate. ● The independent directors meet in executive session at every regularly scheduled Board meeting without the CEO or other members of management present. ● All Board committees meet several times throughout the year, with regular executive sessions. |

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    | Board Effectiveness | | | ● 7 of 8 of our director nominees are independent. ● Our major board refreshment in 2024 added 4 new independent directors. ● All Board committee members are independent. ● The Audit Committee has 2 members who are audit committee financial experts. ● The Audit Committee and Board provide risk oversight, including cybersecurity. | ● Our Compensation Committee has an independent compensation consultant that reports to the committee. ● We have stock ownership requirements for directors and the CEO. ● Directors cannot serve on more than 5 public company boards (including Harmonic). ● Annual performance assessment of the Board and its committees ● Regular review of Corporate Governance Guidelines, Bylaws and Board committee charters. |

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    Board Leadership We separate the roles of Chief Executive Officer (“CEO”) and Chair of the Board in recognition of the differences between the two roles. The CEO is responsible for setting the strategic direction of the Company and for its operational management, leadership and performance, while the independent Chair of the Board provides guidance to the CEO and sets the agenda for, and presides over, meetings of the full Board. The Board believes that this structure of a separate Chair of the Board and CEO results in the proper balancing of responsibilities, experience, and independent perspectives that meets the current corporate governance needs and oversight responsibilities of the Board. The Board also believes that this structure benefits the Company by enabling our CEO to focus on strategic matters, operational management, leadership and performance. This leadership structure also allows the Company and the Board to benefit from Mr. Gallagher’s insights in the global telecom and media industries, and significant experience in chairing public company boards. Board Meetings and Committees The Board of Directors held a total of ten (10) meetings during the fiscal year ended December 31, 2024. Each director, except for Mr. Dev, attended at least 75% of the aggregate of the (i) total number of meetings of our Board of Directors and (ii) the total number of meetings held by all committees of our Board of Directors on which he or she served during the periods that he or she served, except for Mr. Dev, who attended 71.4%. Although we do not have a formal policy regarding attendance by members of our Board of Directors at the Annual Meeting, we strongly encourage, but do not require, our directors to attend. All of our directors who then served on our Board attended the 2024 annual meeting of stockholders.

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    | | 13 |

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    The Board has determined that Mmes. Clifford, Copeland, and Crandall and Messrs. Dev, Gallagher, Krall, and Whalen are “independent” as that term is defined under the applicable rules and regulations of the SEC and under applicable Nasdaq listing standards. In making this determination, the Board considered the current and prior relationships that each non-employee director and new director nominee has with Harmonic and all other facts and circumstances the Board deemed relevant in determining their independence, including the beneficial ownership of the Company’s capital stock by each non-employee director and new director nominee. The independent directors and new director nominees have no relationships with the Company which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board has an Audit Committee, a Compensation Committee and a Corporate Governance and Nominating Committee.

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    | Audit Committee Deborah L. Clifford (Chair) Stephanie Copeland Dana Crandall Neel Dev 8 meetings in 2024 |

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    The Audit Committee currently consists of Mmes. Clifford, Copeland, and Crandall and Mr. Dev, each of whom is independent under Rule 10A-3 of the Exchange Act and under applicable Nasdaq listing standards. Ms. Clifford serves as the Chairperson of the Audit Committee. The Audit Committee serves as the representative of the Board for general oversight of the quality and integrity of Harmonic’s financial accounting and reporting process, system of internal control over financial reporting, management of financial risks, audit process, and process for monitoring the compliance with related laws and regulations. Each member of the Audit Committee also meets the financial literacy requirements of the applicable Nasdaq listing standards. The Audit Committee engages the Company’s independent registered public accounting firm and approves the scope of both audit and non-audit services. Matters within the scope of the Audit Committee were also discussed in executive sessions at regularly scheduled meetings of the Board in 2024. The Audit Committee held eight (8) meetings during 2024. The Board has determined that Ms. Clifford and Mr. Dev are each an “audit committee financial expert,” as defined by the current rules of the SEC. The Board believes that Ms. Clifford’s previous experiences as a public company chief financial officer and finance executive qualifies her as an “audit committee financial expert,” and Mr. Dev’s experience as a chief financial officer and finance executive qualifies him as an “audit committee financial expert.” The Audit Committee operates under a written charter that was adopted by our Board of Directors and satisfies the applicable standards of the SEC and applicable Nasdaq listing standards. A copy of our Audit Committee charter is available on our website at www.harmonicinc.com in the Corporate Governance section of the Investor Relations page.

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    | Compensation Committee Patrick Gallagher David Krall (Chair) Dan Whalen 8 meetings in 2024 |

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    The Compensation Committee currently consists of Messrs. Gallagher, Krall, and Whalen, none of whom is an employee of the Company and each of whom is independent under applicable Nasdaq listing standards. Mitzi. Reaugh served as the chairperson of the Compensation Committee until her resignation from the Board in December 2024. Mr. Krall currently serves as the Chairperson of the Compensation Committee. The Compensation Committee is responsible for approving the Company’s compensation policies, compensation paid to executive officers, administration of the Company’s equity compensation plans, and recommending director compensation to the Board. The Compensation Committee held eight (8) meetings during 2024. Matters within the scope of the Compensation Committee were also discussed in executive sessions at regularly scheduled meetings of the Board in 2024. The Compensation Committee operates under a written charter that was adopted by our Board of Directors and satisfies the applicable standards of the SEC and applicable Nasdaq listing standards. A copy of our Compensation Committee charter is available on our website at www.harmonicinc.com in the Corporate Governance section of the Investor Relations page.

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    | 14 | |

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    | Corporate Governance and Nominating Committee Deborah L. Clifford Patrick Gallagher (Chair) David Krall 8 meetings in 2024 |

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    The Corporate Governance and Nominating Committee currently consists of Ms. Clifford and Messrs. Gallagher and Krall, each of whom is independent under applicable Nasdaq listing standards. Ms. Reaugh served on the Corporate Governance and Nominating Committee until her resignation in December 2024. Mr. Gallagher serves as the Chairperson of the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee serves as the representative of the Board for establishment and oversight of governance policy and the operation and composition of the Board. The Corporate Governance and Nominating Committee held eight (8) meetings in 2024. Matters within the scope of the Corporate Governance and Nominating Committee were discussed in executive sessions at regularly scheduled meetings of the Board in 2024. The Corporate Governance and Nominating Committee has proposed, and the Board has approved, the nomination of eight (8) of the current board members for re-election by stockholders at the Annual Meeting. The Corporate Governance and Nominating Committee operates under a written charter that was adopted by our Board of Directors and satisfies the applicable standards of the SEC and applicable Nasdaq listing standards. A copy of our Corporate Governance and Nominating Committee charter is available on our website at www.harmonicinc.com in the Corporate Governance section of the Investor Relations page. Meetings of Non-Employee Directors At each regularly scheduled Board meeting, the non-employee directors meet in an executive session without any members of management or employees present. The Chair of the Board has the responsibility of presiding over such periodic executive sessions of the Board. Last year, the non-employee directors discussed, in executive sessions, corporate strategy, risk oversight, management performance, Board performance, succession planning for management and the directors, and Board policies, processes and practices. Corporate Governance Guidelines The Board has adopted Corporate Governance Guidelines that set forth the key functions of the Board, as well as principles regarding board structure and composition, director voting, board operations and meetings, board interaction with management and third parties, board committees and director compensation. The Corporate Governance Guidelines, in conjunction with our certificate of incorporation, Bylaws and Board committee charters, form the framework for the governance of the Company. The Corporate Governance Guidelines are available on the Company’s website at www.harmonicinc.com in the Corporate Governance section of the Investor Relations page. The Corporate Governance Guidelines are reviewed at least annually by our Corporate Governance and Nominating Committee, and changes are recommended to our Board for approval as appropriate. Code of Business Conduct and Ethics We have adopted a Code of Business Conduct and Ethics that applies to all of our Board members, officers, employees, consultants, contractors and agents, which is available on the Company’s website at www.harmonicinc.com in the Corporate Governance section of the Investor Relations page. Any amendments or waivers of the code pertaining to a member of our Board or one of our executive officers will be disclosed on our website at the above-referenced address. Role of the Board in Risk Oversight Management of the Company is responsible for the day-to-day management of risks the Company faces, while the Board has responsibility, as a whole and also at the committee level, for the oversight of the Company’s risk management. The Board regularly reviews the Company’s long-term business strategy, including industry trends and their potential impact on the Company, our competitive positioning, potential acquisitions and divestitures, as well as the Company’s technology and market direction. The Board also reviews information regarding the Company’s actual and planned financial position and operational performance, as well as the risks associated with each. The Compensation Committee is responsible for overseeing the management of risks relating to the Company’s executive compensation and Board remuneration, and the Company’s incentive, equity award and other benefit plans. The Audit Committee oversees management of financial risks, including, but not limited to, accounting matters, tax positions, insurance coverage and security of the Company’s cash reserves. The Audit Committee also oversees Harmonic’s cybersecurity controls and performance through regular

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    | | 15 |

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    updates from executive management and reviews of governance processes, security-related programs, performance data, potential or realized security breach information, audit and validation results, and controls to help mitigate cybersecurity risks. The Corporate Governance and Nominating Committee manages risks associated with independence and potential conflicts of interest. At periodic meetings of the Board and its committees, management reports to, and seeks the guidance of, the Board and its committees with respect to the most significant risks that could affect our business. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is periodically informed about such risks by committee reports and receives advice and counsel with respect to risk issues from the Company’s outside counsel. Considerations in Evaluating Director Nominees Pursuant to the charter of the Corporate Governance and Nominating Committee, the Committee may utilize a variety of methods to identify and evaluate candidates for service on our Board of Directors. Candidates may come to the attention of the Corporate Governance and Nominating Committee through current directors, management, professional search firms, stockholders, outside professionals or other persons. Any candidate presented would be evaluated at a meeting of the Corporate Governance and Nominating Committee or at a regular Board meeting and may be considered at any point during the year. The Corporate Governance and Nominating Committee may take such measures as it considers appropriate in connection with its evaluation of a candidate, including candidate interviews, inquiry of the person recommending the candidate or reliance on the knowledge of the members of the Corporate Governance and Nominating Committee, members of the Board or management. The Corporate Governance and Nominating Committee has hired, from time to time, a consulting firm to assist it in identifying and screening potential candidates for election to the Board. In evaluating a candidate, the Corporate Governance and Nominating Committee may consider a variety of criteria. These criteria include, without limitation:

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    | • | relevant areas of expertise; |

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    | • | corporate and technology experience; |

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    | • | proven achievement; |

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    | • | operating executive experience; |

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    | • | understanding of our industry; |

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    | • | length of service; |

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    | • | independence; |

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    | • | potential conflicts of interest and other commitments; |

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    | • | particular expertise to act as a committee chair or member; |

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    | • | the ability to devote the necessary time to the Board and committee service; and |

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    | • | personal character and integrity. |

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    While the Corporate Governance and Nominating Committee does not have a formal policy with respect to diversity, the Corporate Governance and Nominating Committee seeks nominees with a broad diversity of experiences, professions, skills, geographic representation and backgrounds, including racial, ethnic and gender diversity, and considers relevant legal requirements relating to diversity. The Corporate Governance and Nominating Committee evaluates these factors, among others, and does not assign any particular weighting or priority to any of these factors. The Corporate Governance and Nominating Committee requires the following minimum qualifications to be satisfied by any nominee for a position on the Board of Directors:

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    | • | the highest personal and professional ethics and integrity; |

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    | • | proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment, as well as skills that are complementary to those of the existing Board; |

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    | 16 | |

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    | • | the ability to assist and support management and make significant contributions to our success; and |

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    | • | an understanding of the fiduciary responsibilities that are required of a member of the Board and the commitment of time and energy necessary to diligently carry out those responsibilities. |

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    With respect to the nomination of continuing directors for re-election, the individual’s historical and ongoing contributions to the Board are also considered. The Corporate Governance and Nominating Committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests. The Board believes that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow the Board to best fulfill its responsibilities. Nominees are not discriminated against on the basis of race, religion, national origin, gender, age, sexual orientation, disability or any other basis proscribed by law. The Corporate Governance and Nominating Committee has not set either term limits or age limits for members of the Board, believing that the Company’s interests are best served by members of the Board with substantial experience and knowledge of the Company’s business and that age is generally not a barrier to effective performance as a member of the Board. Director Recommendations and Nominations from Stockholders The Corporate Governance and Nominating Committee will consider recommendations from stockholders of individuals for service on the Board of Directors at our 2026 annual meeting of stockholders, provided that such recommendations are submitted in a timely manner in writing to the Corporate Secretary of the Company at Harmonic Inc., 2590 Orchard Parkway, San Jose, California 95131. If a stockholder desires to recommend an individual for consideration by the Corporate Governance and Nominating Committee for nomination by the Board, such recommendation must be received no later than December 31, 2025, which is 120 calendar days prior to the first anniversary of the date this Proxy Statement first became available to stockholders. In evaluating director candidates recommended by stockholders, the Corporate Governance and Nominating Committee will use the same criteria as it uses to evaluate all prospective members of the Board. Under our amended and restated bylaws, stockholders may also directly nominate persons for our Board of Directors. Any nomination must comply with the requirements set forth in our amended and restated bylaws and Rule 14a-19 and should be sent in writing to the Corporate Secretary of the Company at Harmonic Inc., 2590 Orchard Parkway, San Jose, California 95131. To be timely for our 2026 annual meeting of stockholders, nominations must be delivered to the Corporate Secretary of the Company no earlier than February 12, 2026 and no later than March 14, 2026. Our amended and restated bylaws are available on the Company’s website at www.harmonicinc.com in the Corporate Governance section of the Investor Relations page. Communications with our Board The Board believes that management should be the primary means of communication between the Company and all of its constituencies, including stockholders, customers, suppliers and employees. However, stockholders and interested parties wishing to communicate with a non-management member of our Board may do so by writing to such director by sending registered or overnight mail to Harmonic Inc., 2590 Orchard Parkway, San Jose, California 95131. Our Corporate Secretary or Legal Department, in consultation with appropriate members of the Board as necessary, will review all incoming communications and will route such communications to the appropriate director(s). These policies and procedures do not apply to communications to non-management directors from our officers or directors who are stockholders or stockholder proposals submitted pursuant to Rule 14a-8 or Rule 14a-19 under the Exchange Act.

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    | | 17 |

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    Board Diversity Matrix The gender identity and demographic background of our directors as of April 1, 2025, based on self-identification, is set forth in the table below.

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    | | Female | Male | | Total Number of Directors | 8 | | | Gender Identity: | | | | Directors | 3 | 5 | | Demographic Background | | | | White | 3 | 4 | | Asian | | 1 |

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    Director Compensation As compensation for its non-employee directors, Harmonic uses a combination of cash and equity-based incentive compensation. Directors who are employees of the Company do not receive additional compensation for their service as directors. Mr. Ben-Natan receives no compensation for his service as a director and compensation earned by Mr. Ben-Natan for his service as CEO is shown in the Summary Compensation Table on page 57 of this Proxy Statement. During 2024, the Compensation Committee continued to retain its independent compensation consultant Compensia, Inc. (“Compensia”), which provided the committee with recommendations and competitive non-employee director compensation data and analyses in setting non-employee director compensation for 2024. Commencing in August 2024, the Compensation Committee engaged Exequity LLP (“Exequity” and together with Compensia, the “2024 Compensation Consultants”) to assist in reviewing the cash and equity compensation for non-employee directors and executive management (as discussed further below) on a go-forward basis. For 2025, Exequity provided recommendations and competitive non-employee director compensation data and analyses. In each of 2024 and 2025, the Compensation Committee considered and discussed these recommendations and data, and considered the specific duties and committee responsibilities of particular directors. The Compensation Committee recommended, and the Board adopted, Compensia’s recommendations when it approved the 2024 non-employee director compensation program described below. We believe the program provides our non-employee directors with reasonable and appropriate compensation that is commensurate with the services they provide and competitive with compensation paid by our peers to their non-employee directors.

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    | 18 | |

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    The Compensation Committee periodically reviews the type and form of compensation paid to our non-employee directors, which includes a market assessment and analysis by the Compensation Committee’s then compensation consultant. As part of this analysis for 2024, Compensia reviewed non-employee director compensation trends and data from companies comprising the same peer group used by the Compensation Committee in connection with the Compensation Committee’s review of Harmonic’s executive compensation. The following table provides the non-employee director compensation approved for 2024.

  95. To Be Held at 9:00 A.M. Pacific Time on Thursday, June 12, 2025

    | Annual Retainer | Director Compensation Elements | 2024 Compensation Program | | | | Board service: | | $50,000 | | | Board Chair: | Additional | $50,000 | | | Committee service:(1) | | | | | Audit Committee: | Chair | $25,000 | | | | Member | $10,000 | | | Compensation Committee: | Chair | $19,500 | | | | Member | $9,000 | | | Corporate Governance & Nominating Committee: | Chair | $11,000 | | | | Member | $5,000 | | | Annual equity grant: | $150,000 in restricted stock units, 1 year cliff vest | | | | New director initial equity grant: | $150,000 in restricted stock units, prorated to director’s start date | |

  96. To Be Held at 9:00 A.M. Pacific Time on Thursday, June 12, 2025

    Cash Compensation. Board and Board committee retainers are paid quarterly. No additional fees were paid for attending in-person or telephonic meetings of the Board or its committees. Equity Compensation. The 2002 Director Stock Plan, as amended (the “2002 Plan”), expired in March 2025. The plan provided for grants of stock options or restricted stock units (“RSUs”) to be made in the form of initial grants, ongoing annual grants, and discretionary grants to non-employee directors. For 2024, grants to non-employee directors were as follows:

  97. To Be Held at 9:00 A.M. Pacific Time on Thursday, June 12, 2025

    | • | Initial Grants. Each new non-employee director who joined the Board was entitled to receive stock options or RSUs, or a mix thereof, on the date that the individual was first appointed or elected to the Board, as determined by the Board in its sole discretion. As outlined above, under the director compensation program, a new non-employee director would receive a standard annual grant that was prorated to his or her Board appointment date during the current February-to-February one year vesting period for Board grants. |

  98. To Be Held at 9:00 A.M. Pacific Time on Thursday, June 12, 2025

    | • | Annual Grants. Each non-employee director who served on the Board for at least six months, as of the date of grant, received an annual grant of stock options or RSUs, or a mix thereof, as determined by the Board in its sole discretion. Annual grants have historically been made in the first quarter of each fiscal year and have been comprised of only RSUs. Under the existing director compensation program, non-employee directors received an RSU award in the first quarter of 2024 in an amount determined by dividing $150,000 by the 30-trading day average closing price of the Company’s common stock prior to the grant date, and that was scheduled to vest in full after one year. |

  99. To Be Held at 9:00 A.M. Pacific Time on Thursday, June 12, 2025

    | • | Discretionary Grants. The Board could make discretionary grants of stock options or RSUs, or a mix thereof, to any non-employee director. No discretionary grants were made in 2024. |

  100. To Be Held at 9:00 A.M. Pacific Time on Thursday, June 12, 2025

    In February 2025, on the recommendation of the Compensation Committee following consultation with Exequity, the Board approved a continuation of the cash and equity compensation for non-employee directors described above for 2025, with the only change being to increase the target grant date value of the the annual equity grant from $150,000 to $190,000. As discussed further under Proposal 4 below, if stockholders approve our 2025 Equity Incentive Plan, any equity awards to be granted to non-employee directors will be issued under such new plan. We maintain a policy that enables our non-employee directors to elect to defer the receipt of RSUs granted as Initial Grants or Annual Grants. If so elected, 100% of the RSUs subject to such Initial Grant or Annual Grant (as applicable), to the extent vested, will be deferred

  101. To Be Held at 9:00 A.M. Pacific Time on Thursday, June 12, 2025

    | Name | Fees Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Patrick Gallagher | 114,000 | 165,503(2) | 279,503 | | Deborah L. Clifford | 77,092 | 165,503(2) | 242,595 | | Stephanie Copeland(4) | 30,549 | 102,543(3) | 133,092 | | Dana Crandall(4) | 30,549 | 102,543(3) | 133,092 | | Neel Dev(4) | 26,777 | 93,018(3) | 119,795 | | David Krall | 67,604 | 165,503(2) | 233,107 | | Dan Whalen(4) | 21,644 | 81,585(3) | 103,229 | | Sophia Kim(5) | 30,000 | 165,503(2) | 195,503 | | Susan G. Swenson(5) | 35,500 | 165,503(2) | 201,003 | | Mitzi Reaugh(6) | 72,275 | 165,503(2) | 237,778 |

  102. To Be Held at 9:00 A.M. Pacific Time on Thursday, June 12, 2025

    | (1) The amounts in this column represent the aggregate grant date fair value of awards for grants of RSUs to each listed non-employee director in 2024, computed in accordance with applicable accounting guidance. These amounts do not represent the actual amounts paid to or realized by the directors during 2024 or thereafter. The grant date fair market value of the RSUs is based on the closing market price of the Common Stock on the date of grant. |

  103. To Be Held at 9:00 A.M. Pacific Time on Thursday, June 12, 2025

    | (2) Annual grants of RSUs under our 2002 Plan were made on February 16, 2024, to each of the Company’s non-employee directors. Each annual RSU grant covered 12,107 shares and was scheduled to vest in full on February 15, 2025, subject to continued service on the Board through such date; provided, however, Ms. Kim and Ms. Swenson’s RSU grants were canceled as to all but 3,848 shares when they resigned from the Board in June 2024 in connection with their decision not to stand for reelection at the Company’s 2024 annual meeting of stockholders. The Board approved full vesting of Ms. Reaugh’s RSU awards that were granted on February 16, 2024 (for a total of 12,107 shares vesting) and prorated vesting for Ms. Kim and Ms. Swenson which resulted in the vesting of 3,848 shares subject to the RSUs for such directors. Mr. Gallagher and Ms. Clifford elected to defer the receipt of the shares issuable on settlement of the vested RSUs granted in 2024 in accordance with the deferral election described above. |

  104. To Be Held at 9:00 A.M. Pacific Time on Thursday, June 12, 2025

    | (3) Initial grants of RSUs under our 2005 Equity Incentive Plan to each of the Company’s non-employee directors who joined the Board in 2024 after February 15, 2024 were made on June 24, 2024 to Ms. Copeland and Ms. Crandall; on July 22, 2024 to Mr. Dev; and on August 21, 2024 to Mr. Whalen. Each initial RSU grant covered a prorated number of shares based on the director’s start date and was scheduled to vest in full on February 15, 2025, subject to continued service on the Board through such date. Mr. Dev elected to defer the receipt of the shares issuable on settlement of the vested RSUs granted in 2024 in accordance with the deferral election described above. |

  105. To Be Held at 9:00 A.M. Pacific Time on Thursday, June 12, 2025

    | (4) Ms. Copeland and Ms. Crandall joined the Board in June 2024. Mr. Dev joined the Board in July 2024 and Mr. Whalen in August 2024. |

  106. To Be Held at 9:00 A.M. Pacific Time on Thursday, June 12, 2025

    | (5) Ms. Kim and Ms. Swenson resigned from our Board in June 2024, and therefore received prorated director fees through the end of the fiscal quarter of their resignation. |

  107. To Be Held at 9:00 A.M. Pacific Time on Thursday, June 12, 2025

    | (6) Ms. Reaugh resigned from our Board in December 2024. |

  108. To Be Held at 9:00 A.M. Pacific Time on Thursday, June 12, 2025

    | 20 | |

  109. To Be Held at 9:00 A.M. Pacific Time on Thursday, June 12, 2025

    Outstanding Equity Awards as of December 31, 2024 The following table provides the number of shares of Common Stock subject to RSUs held by non-employee directors of the Company as of December 31, 2024, with no stock options outstanding.

  110. To Be Held at 9:00 A.M. Pacific Time on Thursday, June 12, 2025

    | Name | Number of Shares Subject to Unvested Restricted Stock Units Outstanding | | Patrick Gallagher | 12,107 | | Deborah L. Clifford | 12,107 | | Stephanie Copeland | 8,909 | | Dana Crandall | 8,909 | | Neel Dev | 7,400 | | David Krall | 12,107 | | Dan Whalen | 5,840 | | Sophia Kim | 0 | | Mitzi Reaugh | 0 | | Susan G. Swenson | 0 |

  111. To Be Held at 9:00 A.M. Pacific Time on Thursday, June 12, 2025

    | • | Our Compensation Committee retains an independent compensation consultant to assist it in the evaluation of appropriate cash and equity compensation for executive management. |

  112. To Be Held at 9:00 A.M. Pacific Time on Thursday, June 12, 2025

    | • | The compensation philosophy of our Compensation Committee includes tying incentive bonus payments to the achievement of objective performance parameters. |

  113. To Be Held at 9:00 A.M. Pacific Time on Thursday, June 12, 2025

    | • | The compensation philosophy of our Compensation Committee includes reflecting competitive market requirements and strategic business needs in determining the appropriate mix of cash and non-cash, and short-term and long-term, compensation. |

  114. To Be Held at 9:00 A.M. Pacific Time on Thursday, June 12, 2025

    Any other issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, will not affect the number or price of shares of Common Stock subject to an ESPP option. In the event of a proposed dissolution or liquidation of the Company, an offering period then in progress will be shortened by setting a new purchase date, and terminated immediately prior to the consummation of the proposed dissolution or liquidation, unless the ESPP Administrator provides otherwise. The ESPP Administrator will notify each participant in writing at least ten business days prior to the new purchase date that her or his option will be automatically exercised on the new purchase date, unless prior to such date the participant has withdrawn from the offering period. In the event of a merger or change of control of the Company, each outstanding option under the ESPP will be assumed or an equivalent option substituted by the successor corporation or a parent or subsidiary of the successor corporation. If the successor corporation refuses to assume, or substitute for, the option, any purchase period then in progress under the ESPP is shortened by setting a new purchase date to occur before merger or change of control, and any offering period then in progress under the ESPP is terminated before the date of the proposed merger or change of control. The Administrator will notify each participant in writing at least ten business days prior to the new purchase date that her or his option will be automatically exercised on the new purchase date, unless prior to such date the participant has withdrawn from the offering period. Amendment or Termination. The ESPP Administrator may, at any time and for any reason, terminate or amend the ESPP, except that no terminations can affect options previously granted, other than certain terminations specified in the ESPP. However, the ESPP Administrator may terminate an offering period on any exercise date if the ESPP Administrator determines that the termination of the Offering Period or the ESPP is in the best interests of the Company or its stockholders. The ESPP will continue in effect until terminated by the ESPP Administrator. Without stockholder approval and without regard to whether any participant rights may be considered to have been adversely affected, the ESPP Administrator is entitled to:

  115. To Be Held at 9:00 A.M. Pacific Time on Thursday, June 12, 2025

    | PROPOSAL 4 APPROVAL OF 2025 EQUITY INCENTIVE PLAN To approve the Harmonic Inc. 2025 Equity Incentive Plan. | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE 2025 EQUITY INCENTIVE PLAN. |

  116. To Be Held at 9:00 A.M. Pacific Time on Thursday, June 12, 2025

    The Company’s stockholders are being asked to approve the Harmonic Inc. 2025 Equity Incentive Plan and its material terms (the “2025 Plan”) so that we may continue to achieve our goals of attracting, motivating and retaining our service providers through grants of equity awards, which the Board of Directors believes to be in the best interests of the Company and its stockholders. The Board of Directors, Compensation Committee, and management believe that grants of equity awards to employees and other service providers motivate high levels of performance to achieve our goals, provide an effective means for recognizing their contributions that promote our success, and promote the closer alignment of the interests of employees and other service providers with those of our stockholders. If approved by stockholders at our Annual Meeting, the 2025 Plan will become effective as of the date of our Annual Meeting (the “Plan Effective Date”). The Board of Directors has approved the termination of our 1995 Stock Plan (the “1995 Plan”), subject to stockholder approval of the 2025 Plan. Our 2002 Director Plan (the “Director Plan,” and together with the 1995 Plan, the “Prior Plans”) terminated in accordance with its terms in March 2025. Upon stockholder approval of the 2025 Plan, the 1995 Plan will terminate, we will cease granting awards under that plan, and the 2025 Plan will be the only plan under which the Company can grant equity awards to employees (other than the Company’s 2002 Employee Stock Purchase Plan) and to non-employee directors. Notwithstanding such terminations, each Prior Plan will continue to govern the terms of outstanding awards previously granted under it. If our stockholders do not approve the 2025 Plan, the 1995 Plan will continue under its current terms and we will continue to grant future equity awards under that plan, until the 1995 Plan expires. However, this would mean that we will be unable to grant equity awards to non-employee members of our Board of Directors and may be unable to continue making grants under the 1995 Plan once the share reserve thereunder has been depleted, jeopardizing our ability to attract and retain the talent necessary for us to continue and succeed in our business. Stockholders are not being asked to approve an increase in the maximum number of shares of Company Common Stock (“Shares”) reserved under the 2025 Plan beyond the number of Shares available under the Company’s 1995 Stock Plan on the Plan Effective Date and the number of Shares that were available under the Company’s 2002 Director Stock Plan when such plan expired in March 2025, plus Shares that may become available pursuant to the share recycling provisions under the 2025 Plan with respect to awards under the Prior Plans and 2025 Plan. Accordingly, under the 2025 Plan’s share reserve that stockholders are being asked to approve, the maximum aggregate number of Shares that initially will be reserved for issuance under the 2025 Plan is the sum of the following:

  117. To Be Held at 9:00 A.M. Pacific Time on Thursday, June 12, 2025

    | (b) the number of any Shares subject to awards granted under our Director Plan that, on or after the Director Plan terminates, for any options, expires or become unexercisable without having been exercised in full, or for any restricted stock units (“RSUs”), are forfeited due to failure to vest; provided that any such Shares used to pay for the withholding tax or exercise price of any such award will not become available under the 2025 Plan, and the maximum number of such Shares will not exceed 278,979 Shares; plus |

  118. To Be Held at 9:00 A.M. Pacific Time on Thursday, June 12, 2025

    We anticipate that the Shares reserved under the 2025 Plan, based on currently projected share use, will be sufficient for the granting of equity awards under the 2025 Plan for approximately two (2) years. However, future circumstances and business needs, such as higher than expected headcount increases and competitive pressures for attracting and retaining employees may result in a significant increase in projected equity award grants.

  119. To Be Held at 9:00 A.M. Pacific Time on Thursday, June 12, 2025

    | | Amount | | Shares available for grant under all active equity plans, plus under the Director Plan when it terminated March 1, 2025: | 7,017,219 | | Stock options outstanding under all active and inactive equity plans: | — | | Weighted average term of outstanding stock options under all active and inactive equity plans: | — | | Weighted average exercise price of outstanding options under all active and inactive equity plans: | — | | Outstanding and unvested RSUs granted subject to service-based vesting only, under all active and inactive equity plans: | 2,700,276 | | Outstanding and unvested RSUs granted subject to performance-based vesting, under all active and inactive equity plans (at target performance)(1)(2): | 976,058 |

  120. To Be Held at 9:00 A.M. Pacific Time on Thursday, June 12, 2025

    | (2) These performance-based RSUs cover a total of 1,558,182 Shares at maximum performance. |

  121. To Be Held at 9:00 A.M. Pacific Time on Thursday, June 12, 2025

    | | Amount | | Shares available for grant under the 1995 Plan: | 6,755,879 | | Stock options outstanding: | — | | Weighted average term of outstanding stock options: | — | | Weighted average exercise price of outstanding options: | — | | Outstanding and unvested RSUs granted subject to service-based vesting only: | 2,421,297 | | Outstanding and unvested RSUs granted subject to performance-based vesting (at target performance)(1): | 976,058 |

  122. To Be Held at 9:00 A.M. Pacific Time on Thursday, June 12, 2025

    | (1) These performance-based RSUs cover a total of 1,464,087 Shares at maximum performance. |

  123. To Be Held at 9:00 A.M. Pacific Time on Thursday, June 12, 2025

    | | Amount | | Shares available for grant under the Director Plan when it terminated March 1, 2025: | 261,340 | | Stock options outstanding: | — | | Weighted average term of outstanding stock options: | — | | Weighted average exercise price of outstanding options: | — | | Outstanding and unvested RSUs granted subject to service-based vesting only: | 278,979 | | Outstanding and unvested RSUs granted subject to performance-based vesting (at target performance): | — |

  124. (in thousands)

    | | Stock Options | Time-Based RSUs | Performance-Based RSUs | | Outstanding as of December 31, 2023 | — | 2,513 | 524 | | Granted | — | 2,451 | 629 | | Exercised | — | — | — | | Vested | — | (1,746) | (361) | | Forfeited, canceled or expired | — | (316) | — | | Outstanding as of December 31, 2024 | — | 2,902 | 792 | | Outstanding as of December 31, 2022 | — | 2,775 | 622 | | Granted | — | 1,942 | 505 | | Exercised | — | — | — | | Vested | — | (1,973) | (543) | | Forfeited, canceled or expired | — | (231) | (60) | | Outstanding as of December 31, 2023 | — | 2,513 | 524 | | Outstanding as of December 31, 2021 | 388 | 3,140 | 735 | | Granted | — | 2,086 | 582 | | Exercised | (388) | — | — | | Vested | — | (2,295) | (695) | | Forfeited, canceled or expired | — | (156) | — | | Outstanding as of December 31, 2022 | — | 2,775 | 622 |

  125. (in thousands)

    | (1) We calculated overhang as the number of Shares subject to equity awards outstanding as of the end of fiscal 2024 (and with respect to performance-based equity awards, based on the maximum number of Shares subject to such awards), divided by the sum of the number of Shares outstanding as of such date, and the number of Shares subject to equity awards under the Prior Plans outstanding as of such date. |

  126. (in thousands)

    | • | Participant Limits. Under the 2025 Plan, in any fiscal year of ours, no participant may be granted stock options and stock appreciation rights to purchase more than 800,000 Shares, and no participant will be granted any restricted stock, RSUs and performance awards covering more than 800,000 Shares. |

  127. (in thousands)

    | • | No Dividends on Options and Stock Appreciation Rights Until Shares Are Issued and No Dividend Payments on Other Awards While Unvested. Under the 2025 Plan and except for adjustments due to certain corporate transactions specified in the 2025 Plan, no stock option or stock appreciation right will confer any rights to dividends or other stockholder rights with respect to its underlying Shares until such Shares are issued following exercise of the award, and any dividends that the administrator may determine will be payable on any other awards granted under the 2025 Plan will be subject to the same vesting criteria, forfeitability and/or transferability restrictions as apply to the Shares subject to the awards on which such dividends would be paid. |

  128. (in thousands)

    Summary of the 2025 Equity Incentive Plan The following is a summary of the principal features of the 2025 Plan and its operation, as approved by the Board of Directors and its Compensation Committee in April 2025, subject to stockholder approval. This summary does not contain all of the terms and conditions of the 2025 Plan and is qualified in its entirety by reference to the 2025 Plan as set forth in Appendix B. Purposes The purposes of the 2025 Plan will be to attract and retain the best available personnel for positions of substantial responsibility with the Company or any parent or subsidiary of the Company; to provide additional incentive to eligible employees, directors, and consultants; and to promote the success of our business. These incentives will be provided through the grant of stock options, stock appreciation rights, restricted stock, RSUs, and performance awards as the administrator of the 2025 Plan may determine. Eligibility and Types of Awards The 2025 Plan permits the grant of incentive stock options, within the meaning of Section 422 of the Code, to our employees (including our officers) and any of our parents and subsidiaries’ employees, and the grant of nonstatutory stock options, restricted stock, RSUs, stock appreciation rights and performance awards to employees (including our officers) and natural-person consultants of the Company and any of its parents or subsidiaries and members of our Board (each such equity award, an “Award”). In contrast, our 1995 Plan provides for the grant of substantially the same types of awards but only to employees and consultants of ours and our parents and subsidiaries, and the Director Plan provided only for awards of nonstatutory stock options and RSUs to non-employee members of our Board of Directors. By consolidating our ability to grant awards to employees, consultants and directors under one plan, the 2025 Plan is expected to provide for more streamlined administration of our equity incentive programs across our various service providers. As of April 1, 2025, we had approximately 7 members of our Board of Directors (of whom 1 is an employee), 1,242 employees (including 4 officers) and 0 natural-person consultants, who would be eligible for grants under the 2025 Plan. The basis for participation in the 2025 Plan is being eligible and being selected by the administrator of the 2025 Plan, in its discretion, to receive a grant thereunder. Authorized Shares; Adjustments Subject to the adjustment provisions in the 2025 Plan, the maximum aggregate number of Shares that may be issued under the 2025 Plan is the sum of the following: (a) the number of any Shares that, as of immediately prior to the Plan Effective Date, have been reserved but (x) not issued pursuant to any awards granted under the 1995 Plan and (y) not subject to any awards granted under the 1995 Plan, plus (b) the number of any Shares subject to awards granted under our 1995 Plan that, on or after the Plan Effective Date, for any options and stock appreciation rights, expire or become unexercisable without having been exercised in full, or for other award types, are forfeited to or repurchased due to failure to vest, or are not issued due to the award being paid out in cash; provided that (i) Shares used to pay for the withholding tax related to the award or exercise price of the award under the 1995 Plan will not become available pursuant to the

  129. (in thousands)

    foregoing in this sentence under the 2025 Plan, and (ii) the maximum number of Shares to be available under the 2025 Plan pursuant to the clauses described in (a) and (b) above with respect to the 1995 Plan will not exceed 10,735,358 Shares, plus (c) 261,340 Shares (which is intended to reflect any Shares that, as of the date of termination of the Director Plan, had been reserved but (x) had not been issued pursuant to any awards granted under the Director Plan and (y) were not subject to any awards granted thereunder, plus (d) the number of any Shares subject to awards granted under our Director Plan that, on or after the Director Plan terminates, with respect to any options, expire or become unexercisable without having been exercised in full, or with respect to any RSUs, are forfeited to us due to failure to vest; provided that (i) Shares used to pay for the withholding tax related to the award or exercise price of the award under the Director Plan will not become available pursuant to the clauses described in (d) above, and (ii) the maximum number of Shares to be available under the 2025 Plan pursuant to this clause (d) shall not exceed 278,979 Shares. Shares issuable under the 2025 Plan may be authorized but unissued, or reacquired shares of Company Common Stock. If an Award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an exchange program (as described below), or, with respect to restricted stock, RSUs, or performance awards granted under the 2025 Plan, is forfeited to or repurchased due to failure to vest, the unpurchased Shares (or for Awards other than stock options or stock appreciation rights, the forfeited or repurchased Shares) will become available for future grant or sale under the 2025 Plan. With respect to stock appreciation rights granted under the 2025 Plan, the gross number of Shares exercised will cease to be available under the 2025 Plan and all remaining Shares under stock appreciation rights will remain available for future grant or sale under the 2025 Plan. Shares that actually have been issued under the 2025 Plan under any Award will not be returned to the 2025 Plan; except if Shares issued pursuant to Awards of restricted stock, RSUs, or performance awards are repurchased or forfeited due to failure to vest, such Shares will become available for future grant under the 2025 Plan. Shares otherwise issuable under an Award that are used to pay the exercise price of an Award or satisfy the tax liabilities or withholding obligations related to an Award (which withholdings may be in amounts greater than the minimum statutory amount required to be withheld as determined by the administrator of the 2025 Plan) will become available for future grant under the 2025 Plan. To the extent an Award is paid out in cash rather than Shares, such cash payment will not result in a reduction in the number of Shares available for issuance under the 2025 Plan. However, subject to the adjustment provisions in the 2025 Plan, the maximum number of Shares that may be issued upon exercise of any incentive stock options granted under the 2025 Plan will equal to the maximum number of Shares described in the immediately preceding paragraph plus any Shares that become available as described above in this paragraph to the extent permitted by Section 422 of the Code. Historically, the 1995 Plan provided for a fungible share ratio for each full value award granted prior to June 5, 2019. However, no full value awards granted under this regime remain outstanding. If any dividend or other distribution (whether in cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, reclassification, repurchase, or exchange of Shares or other Company securities, or other change in our corporate structure affecting the Shares, occurs (other than any ordinary dividends or other ordinary distributions), the administrator of the 2025 Plan, to prevent diminution or enlargement of the benefits or potential benefits intended to be provided under the 2025 Plan, will adjust the number and class of shares that may be delivered under the 2025 Plan; the number, class, and price of shares covered by each outstanding Award; and the numerical share limits contained in the 2025 Plan. Administration The Board of Directors or one or more committees appointed by the Board of Directors or by a duly authorized committee of the Board of Directors will have authority to administer the 2025 Plan (referred to in this Summary of the 2025 Equity Incentive Plan as the “administrator”). In addition, to the extent it is desirable to qualify transactions under the 2025 Plan as exempt under Rule 16b-3 of the Exchange Act, such transactions will be structured to satisfy the requirements for exemption under Rule 16b-3. Except to the extent prohibited by applicable laws, the administrator may delegate to one or more individuals the day-to-day administration of the 2025 Plan and any of the functions assigned to it in the 2025 Plan, which delegation may be revoked at any time. Subject to the provisions of the 2025 Plan, the administrator has the power to administer the 2025 Plan and make all determinations deemed necessary or advisable for administering the 2025 Plan, including but not limited to, the power to determine the fair market value of a Share, select the service providers to whom Awards may be granted, determine the number of Shares or dollar amounts covered by each Award, approve forms of award agreements for use under the 2025 Plan, determine the terms and conditions of Awards, construe and interpret the terms of the 2025 Plan and Awards, prescribe, amend and rescind rules and regulations relating to the 2025 Plan, including creating sub-plans, modify or amend each Award, allow a participant to defer the receipt of payment of cash or the delivery of Shares that otherwise would be due to such participant under an Award, and to determine whether Awards will be settled in share, cash or in any combination thereof. The administrator may permit participants to satisfy tax liabilities or withholding obligations by such methods that the administrator determines, which may include cash, having the Company withhold otherwise deliverable cash or Shares, delivering to the Company already-owned Shares, selling Shares otherwise deliverable to the participant, and/or such other consideration and method the

  130. (in thousands)

    administrator determines to the extent permitted by applicable laws. The amount of the withholding obligations may not exceed applicable maximum federal, state or local rates or such greater amount the administrator determines (provided that such amount will not have adverse accounting consequences, as the administrator determines in its sole discretion). The administrator will not be obligated to treat all awards, all awards held by a participant, all awards of the same type, or all portions of awards, similarly (including with respect to the number of Shares covered by such award, the price applicable to such award, or the vesting, forfeiture or other terms and conditions applicable to such award). The administrator’s decisions, determinations and interpretations will be final and binding on all participants and will be given the maximum deference permitted by applicable law. The Director Plan provided for the Board of Directors to administer such plan. The Director Plan terminated in March 2025, provided that any outstanding awards previously granted under it remain subject to the terms and conditions of the Director Plan. Certain Limitations No Repricing or Exchange Program. Notwithstanding the powers of the administrator described above, the administrator will not be permitted to implement an exchange program whereby participants have the opportunity to transfer outstanding Awards to a financial institution or other person or entity selected by the administrator, outstanding Awards are surrendered or cancelled in exchange for awards of the same type, which may have a higher or lower exercise price and/or different terms, awards of a different type and/or cash, or the exercise price of an outstanding Award is reduced. Similarly, our 1995 Plan prohibits option and stock appreciation right repricings, and the Director Plan prohibited option repricings, in each case including via an exchange program, absent stockholder approval; and further, the 1995 Plan prohibits awards being transferred to any third party for value without prior stockholder approval. Non-Employee Directors Limits. Non-employee members of the Board of Directors will be eligible to receive all types of Awards (except for incentive stock options) under the 2025 Plan. The 2025 Plan provides that in any fiscal year of the Company, no such non-employee director may be granted equity awards (including Awards under the 2025 Plan) (the value of which will be based on their grant date fair value determined in accordance with GAAP) and be provided any cash retainers or fees that, in the aggregate, exceed $600,000, provided that in the Company’s fiscal year of the individual’s initial service as a non-employee director, such amount is increased to $1,000,000. Any equity awards or other compensation provided to an individual for his or her services as an employee or a consultant (other than as a non-employee director) will not count toward this limit. This maximum limit provision does not reflect the intended size of any potential grants or a commitment to make grants to the outside directors under the 2025 Plan in the future. The Director Plan had provided only for a single limit of $600,000 per fiscal year for cash compensation and equity awards paid, issued or granted to each non-employee director (other than for services as an employee or consultant except director services), and the 1995 Plan (but not the Director Plan) provides instead for the participant limits on the basis of number of Shares discussed below. Participant Limits. Subject to the adjustment provisions of the 2025 Plan, in any fiscal year of the Company, no participant will be granted Awards of stock options and stock appreciation rights to purchase more than 800,000 Shares, and no participant will be granted any Awards of restricted stock, RSUs and performance awards covering more than 800,000 Shares. Dividends. With respect to any options and stock appreciation rights granted under the 2025 Plan, until the Shares are issued, participants will have no rights to receive dividends or any other rights as a stockholder with respect to the underlying Shares subject to such Award. Further, no adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued under an option or stock appreciation right Award, except as otherwise provided in the 2025 Plan. During any applicable period of restriction, participants holding Shares of restricted stock will be entitled to receive all dividends and other distributions paid with respect to such Shares, unless the administrator provides otherwise; provided, however, that any such dividends or distributions payable with respect to such Shares will be subject to the same vesting criteria and forfeitability provisions as the Shares of restricted stock with respect to which they were paid. With respect to Awards of RSUs and performance awards, until the Shares are issued, participants will have no rights to receive dividends or any other rights as a stockholder with respect to the Shares subject to such Award, unless determined otherwise by the administrator; provided, however, that any such dividends or distributions that the administrator determines will be payable with respect to such Shares will be subject to the same vesting criteria and forfeitability provisions as the Shares subject to such Award with respect to which they were paid. Under the 1995 Plan and Director Plan, no rights to receive dividends exist until Shares are issued. Also under the 1995 Plan, no dividends are payable with respect to awards until the awards are vested.

  131. (in thousands)

    Award Terms and Conditions The 2025 Plan provides for the grant of stock options (including incentive stock options and nonqualified stock options), stock appreciation rights, restricted stock, RSUs and performance awards. A brief summary of certain terms of the 2025 Plan based on Award type follows. Stock Options. Each Award of options will be evidenced by an award agreement that sets forth various terms of the Award that the administrator determines in accordance with the 2025 Plan provisions. The exercise price per share of options granted under the 2025 Plan generally must be equal to at least 100% of the fair market value of a Share on the date of grant, except in limited circumstances specified in the 2025 Plan (consistent with Code Section 424). Under the 2025 Plan, unless the administrator determines otherwise, the fair market value of a Share generally refers to the closing sales price of a Share on The Nasdaq Stock Market as of the date of determination. As of March 31, 2025, the closing price of a Share on The Nasdaq Stock Market was $9.59. The term of an option Award may not exceed 10 years. Under the 1995 Plan and Director Plan, the term of an option award may not exceed 7 years. With respect to any participant who owns more than 10% of the voting power of all classes of the stock of the Company (or any of its parent’s or subsidiary’s outstanding stock), the term of an incentive stock option granted to such participant must not exceed five years and the exercise price per share must equal at least 110% of the fair market value of a Share on the grant date. The administrator will determine the methods of payment of the exercise price of an option, which may include cash, check, promissory note (to the extent permitted by applicable laws), certain shares of our Common Stock, cashless exercise, net exercise, as well as other types of consideration permitted by applicable law. After the cessation of service of an employee, director or consultant, such participant may exercise his or her option for the period of time stated in his or her award agreement. In the absence of a specified time in an award agreement, if such cessation is due to death or disability, the vested portion of the option generally will remain exercisable for 12 months, and in all other cases, the vested portion of the option generally will remain exercisable for three months following the cessation of such service. An option, however, may not be exercised later than the expiration of its term. The Director Plan specified that the vested portion of any options granted under it will remain exercisable for up to 3 years following cessation of service. The 1995 Plan provides that if a participant of the 1995 Plan is unable to continue employment or consulting service as a result of disability or dies while providing employment or consulting services, then all options, to the extent exercisable, held by such participant under the 1995 Plan will remain exercisable until the earlier of 12 months after the date of termination of the participant’s employment or service, or the expiration date of the option. Stock Appreciation Rights. An Award of stock appreciation rights allows the recipient to receive the appreciation in the fair market value of the underlying Shares between the exercise date and the date of grant. Each Award of stock appreciation rights will be evidenced by an award agreement that sets forth various terms of the Award that the administrator determines in accordance with the 2025 Plan provisions. The exercise price per share of stock appreciation rights granted under the 2025 Plan generally must be equal to at least 100% of the fair market value of a Share on the date of grant, except in limited circumstances specified in the 2025 Plan (consistent with Code Section 424). The term of a stock appreciation right Award may not exceed 10 years. Any payment upon exercise of a stock appreciation right Award, at the administrator’s discretion, may be in cash, Shares or a combination of both. After the cessation of service of an employee, director or consultant, such participant may exercise his or her stock appreciation right Award for the period of time stated in his or her award agreement. In the absence of a specified time in an award agreement, if such cessation is due to death or disability, the vested portion of the Award generally will remain exercisable for 12 months, and in all other cases, the vested portion of the Award generally will remain exercisable for three months following the cessation of such service. An Award of stock appreciation rights, however, may not be exercised later than the expiration of its term. The 1995 Plan provides that if a participant of the 1995 Plan is unable to continue employment or consulting service as a result of disability or dies while providing employment or consulting services, then all stock appreciation rights, to the extent exercisable, held by such participant under the 1995 Plan will remain exercisable until the earlier of 12 months after the date of termination of the participant’s employment or service, or the expiration date of the award. Restricted Stock. Awards of restricted stock are grants of Shares that may have vesting requirements or other terms and conditions established by the administrator. Restricted stock also may be issued upon early exercise of an option Award. Each Award of restricted stock will be evidenced by an award agreement that sets forth various terms of the Award that the administrator determines in accordance with the 2025 Plan provisions. The administrator may impose whatever restrictions on transferability, forfeiture provisions or other restrictions or vesting conditions (if any) it determines to be appropriate (for example, the administrator may set restrictions based on the achievement of specific performance goals or continued service to us). The administrator, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed. The administrator may determine that an Award of restricted stock will not be subject to any period of restriction and consideration for such Award is paid for by past services rendered as a service provider.

  132. (in thousands)

    Recipients of restricted stock Awards generally will have voting rights with respect to such Shares upon grant, unless the administrator provides otherwise. Shares of restricted stock that do not vest are subject to forfeiture. Restricted Stock Units. Each RSU is a bookkeeping entry representing an amount equal to the fair market value of one Share. Each Award of RSUs will be evidenced by an award agreement that sets forth various terms of the Award that the administrator determines in accordance with the 2025 Plan provisions. The administrator may set the vesting criteria of an RSU Award based upon the achievement of company-wide, divisional, business unit, or individual goals (including, but not limited to, continued employment or service), applicable federal or state securities laws or any other basis determined by the administrator in its discretion. Notwithstanding the foregoing, the administrator, in its sole discretion, may reduce or waive any vesting criteria under the RSUs. The administrator, in its sole discretion, may settle earned RSUs in the form of cash, Shares, or a combination of both. All RSUs that are unearned or unvested as of the date set forth in the applicable award agreement will be forfeited. Performance Awards. Performance awards are Awards that may be earned in whole or in part on the attainment of performance goals or other vesting criteria that the administrator may determine, and that may be denominated in cash or stock and settled in cash, securities, or a combination thereof. Each performance award granted under the 2025 Plan will be evidenced by an award agreement that sets forth various terms of the Award that the administrator determines in accordance with the 2025 Plan provisions. Each performance award will have an initial value that is determined by the administrator. The administrator may set the vesting criteria of a performance award based upon the achievement of company-wide, divisional, business unit, or individual goals (including, but not limited to, continued employment or service), applicable federal or state securities laws or any other basis determined by the administrator in its discretion, and may set any time period during which any applicable performance objectives or other vesting criteria will be measured. Notwithstanding the foregoing, the administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting provisions under the performance award. The administrator, in its sole discretion, may pay earned performance awards in the form of cash, Shares, or a combination of both. All performance awards that are unearned or unvested as of the date set forth in the applicable award agreement will be forfeited. Non-Transferability of Awards Unless the administrator provides otherwise, the 2025 Plan generally will not allow for the transfer of Awards other than by will or the laws of descent and distribution, and only the participant holding an Award may exercise the Award during such participant’s lifetime. If the administrator makes an Award transferable, such award will contain such additional terms and conditions as the administrator deems appropriate. Dissolution or Liquidation If there is a proposed liquidation or dissolution of the Company, the administrator will notify participants as soon as practicable before the effective date of such event. Unless provided otherwise by the administrator, all awards, to the extent that they have not been previously exercised (for options and stock appreciation rights), vested (for restricted stock) or settled (for RSUs and performance awards) will terminate immediately before the consummation of such event. Merger or Change in Control The 2025 Plan provides that in the event of the Company’s merger with or into another corporation or a change in control, as defined in the 2025 Plan, each outstanding Award will be treated as the administrator determines (subject to the provisions of the following paragraph), without a participant’s consent. The administrator may, without limitation, provide that outstanding awards granted under the 2025 Plan may be (i) assumed, or substantially equivalent awards substituted, (ii) continued, (iii) terminated upon or immediately prior to the merger or change in control, (iv) made vested and exercisable or payable and, to the extent the administrator determines, terminated upon or immediately prior to the merger or change in control, (v) terminated in exchange for cash, other property or other consideration, or (vi) treated in any combination of the foregoing. The administrator is not required to treat all Awards, all Awards held by a participant, all portions of Awards, or all Awards of the same type, similarly. If a successor (or an affiliate thereof) does not assume, substitute for or continue an award (or portion thereof), then such award (or its applicable portion) will fully vest, all restrictions on such award (or its applicable portion) will lapse, all performance goals or other vesting criteria applicable to such award (or its applicable portion) will be deemed achieved at 100% of target levels and such award (or its applicable portion) will become fully exercisable, if applicable, for a specified period before the transaction, in each case unless specifically provided otherwise under the applicable award agreement or other written agreement with the participant authorized by the administrator. In addition, unless specifically provided otherwise under the applicable award agreement or other written agreement with the participant authorized by the administrator, if an option or stock appreciation right (or a portion of such award) is not assumed, substituted or

  133. (in thousands)

    | | Time-Based RSUs(1)(2) | | Performance-Based RSUs(1)(3) | | Total(1) | | | Name and Position | Number of Shares (#) | Grant Date Fair Value ($)(4) | Number of Shares (#) | Grant Date Fair Value ($)(4) | Number of Shares (#) | Grant Date Fair Value ($)(4) | | Nimrod Ben-Natan, President and Chief Executive Officer | 321,095 | 3,810,041 | 280,740 | 3,598,064 | 601,835 | 7,408,105 | | Walter Jankovic Chief Financial Officer | 114,335 | 1,520,825 | 48,426 | 784,017 | 162,761 | 2,304,842 | | Neven Haltmayer Senior Vice President and General Manager, Video Business | 102,908 | 1,411,329 | 14,530 | 200,659 | 117,438 | 1,611,988 | | Timothy Chu General Counsel, SVP HR and Corporate Secretary | 72,639 | 992,975 | — | — | 72,639 | 992,975 | | Patrick J. Harshman Former President and Chief Executive Officer | 221,953 | 3,034,098 | 221,953 | 3,593,419 | 443,906 | 6,627,517 | | Ian Graham Former Senior Vice President, Global Sales | 52,462 | 717,156 | — | — | 52,462 | 717,156 | | All current executive officers, as a group (4 persons) | 610,977 | 7,735,170 | 343,696 | 4,582,740 | 954,673 | 12,317,910 | | All current directors, who are not executive officers, as a group (7 people) | 67,379 | 876,198 | — | — | 67,379 | 876,198 | | All employees, including all current officers who are not executive officers, as a group (1,236 people)(5) | 1,462,109 | 19,373,179 | — | — | 1,462,109 | 19,373,179 |

  134. (in thousands)

    | (1) See the “Grant of Plan-Based Awards” table on page 58 of this proxy statement for equity award grant dates and footnotes 2 and 3 to the table for vesting and other details of the awards granted to the named executive officers during 2024. The number of shares subject to performance-based RSUs shown assumes achievement of the applicable performance goals at the target level of achievement. The maximum number of shares that may vest under the performance-based RSUs is 150% of the target number of shares; provided, however, the maximum number of shares that may vest under the performance-based RSUs awarded to Mr. Haltmayer is 100% of the target number of shares. |

  135. (in thousands)

    | (2) The awards included in these columns are RSUs that were granted subject to service-based vesting only. |

  136. (in thousands)

    | (3) The awards included in these columns are RSUs that were granted subject to performance-based vesting. Amounts assume achievement of performance at target levels. |

  137. (in thousands)

    | (4) The amounts in this column represent the fair value of the RSU award or performance-based RSU award, as applicable, on the grant date, computed in accordance with applicable accounting standards, and do not reflect actual amounts paid to or received by any individual. |

  138. (in thousands)

    Summary of U.S. Federal Income Tax Consequences The following summary is intended only as a general guide to the material U.S. federal income tax consequences of participation in the 2025 Plan. The summary is based on existing U.S. federal income tax laws and regulations, and there can be no assurance that those laws and regulations will not change in the future. The summary does not purport to be complete and does not discuss the tax consequences upon a participant’s death, or the provisions of the tax laws of any municipality, state or non-U.S. jurisdiction to which the participant may be subject. As a result, tax consequences for any particular participant may vary based on individual circumstances. Options. Options granted under the 2025 Plan may be either “incentive stock options,” within the meaning of Section 422 of the Code, or nonstatutory stock options. No taxable income is reportable when an incentive stock option is granted or exercised, although the exercise may subject the participant to the alternative minimum tax or may affect the determination of the participant’s alternative minimum tax (unless the shares are sold or otherwise disposed of in the same year). If the participant exercises an incentive stock option and then later sells or otherwise disposes of the shares acquired more than two years after the grant date and more than one year after the exercise date, the difference between the sale price and the exercise price generally will be taxed as capital gain or loss. If the participant exercises the incentive stock option and then later sells or otherwise disposes of the shares before the end of the two- or one-year holding periods described above, he or she generally will have ordinary income at the time of the sale equal to the fair market value of the shares on the exercise date (or the sale price, if less) minus the exercise price of the option. For purposes of the alternative minimum tax, the difference between the option exercise price and the fair market value of the shares on the exercise date generally is treated as an adjustment item in computing the participant’s alternative minimum taxable income in the year of exercise. In addition, special alternative minimum tax rules may apply to certain subsequent disqualifying dispositions of the shares or provide certain basis adjustments or tax credits for alternative minimum tax purposes. Any options that do not qualify as incentive stock options are referred to as nonstatutory stock options. No taxable income is reportable when a nonstatutory stock option with a per share exercise price at least equal to the fair market value of a share of the underlying share on the date of grant is granted to a participant. Upon exercise, the participant generally will recognize ordinary income in an amount equal to the excess of the fair market value (on the exercise date) of the shares purchased over the exercise price of the exercised shares subject to the option. Any taxable income recognized in connection with the exercise of a nonstatutory stock option by an employee is subject to tax withholding by us. Any additional gain or loss recognized upon any later disposition of the shares generally would be capital gain or loss to the participant. Stock Appreciation Rights. No taxable income is reportable when a stock appreciation right with a per share exercise price equal to at least the fair market value of a share of the underlying share on the date of grant is granted to a participant. Upon exercise, the participant generally will recognize ordinary income in an amount equal to the amount of cash received and the fair market value of any shares received. Any taxable income recognized in connection with the exercise of a stock appreciation right by an employee is subject to tax withholding by us. Any additional gain or loss recognized upon any later disposition of the shares generally would be capital gain or loss to the participant. Restricted Stock. No taxable income is reportable when an award of restricted stock is granted to a participant. Instead, the participant will recognize ordinary income in the first taxable year in which the shares underlying the award becomes transferable or no longer subject to a substantial risk of forfeiture at the then fair market value of the shares. However, a participant who is granted a restricted stock award may elect to recognize ordinary income at the time the participant receives shares under the award in an amount equal to the then fair market value of the shares less any amount paid for the shares. If the participant is an employee, such ordinary income generally is subject to tax withholding by us. Any gain or loss recognized upon any later disposition of shares acquired under the restricted stock generally will be treated as capital gain or loss. Restricted Stock Units, and Performance Awards. A participant generally will not have taxable income at the time an award of RSUs or performance awards are granted. Instead, the participant will recognize ordinary income in an amount equal to the fair market value of shares issued to the participant at the end of the applicable vesting period or, if later, the settlement date of the award. If the participant is an employee, such ordinary income generally is subject to tax withholding by us. Any gain or loss recognized upon any later disposition of shares acquired under the restricted stock units or performance awards generally will be treated as capital gain or loss.

  139. (in thousands)

    Medicare Surtax. A participant’s annual “net investment income,” as defined in Section 1411 of the Code may be subject to a 3.8% federal surtax (generally referred to as the “Medicare Surtax”). Net investment income may include capital gain and/or loss arising from the disposition of shares subject to a participant’s awards under the 2025 Plan. Whether a participant’s net investment income will be subject to the Medicare Surtax will depend on the participant’s level of annual income and other factors. Section 409A. Section 409A of the Code provides certain requirements for nonqualified deferred compensation arrangements with respect to an individual’s deferral and distribution elections and permissible distribution events. Awards granted under the 2025 Plan with a deferral feature will be subject to the requirements of Section 409A of the Code. Section 409A also generally provides that distributions must be made on or following the occurrence of certain events (e.g., the individual’s separation from service, a predetermined date, or the individual’s death). For certain individuals who are key employees, subject to certain exceptions, Section 409A requires that distributions in connection with his or her separation from service commence no earlier than six months after such separation from service. If an award granted under the 2025 Plan is subject to and fails to satisfy the requirements of Section 409A of the Code, the recipient of that award may recognize ordinary income on the amounts deferred under the award, to the extent vested, which may be prior to when the compensation is actually or constructively received. Also, if an award that is subject to Section 409A fails to comply with Section 409A’s provisions, Section 409A imposes an additional 20% federal income tax on compensation recognized as ordinary income, as well as potential penalties and interest, on such deferred compensation. Certain states such as California have enacted laws similar to Section 409A which impose additional taxes, and potential penalties and interest, on nonqualified deferred compensation arrangements that fail to comply with such state laws. We will also have withholding and reporting requirements with respect to such amounts. The 2025 Plan provides that neither we nor any of our parents or subsidiaries will have any obligation to reimburse, indemnify, or hold harmless a participant in respect of awards granted under the 2025 Plan for any taxes, interest or penalties imposed, or other costs incurred, as a result of Section 409A. Tax Effect for the Company. We generally will be entitled to a tax deduction in connection with an award under the 2025 Plan in an amount equal to the ordinary income realized by a participant and at the time the participant recognizes such income (for example, the exercise of a nonstatutory stock option). Special rules limit the deductibility of compensation paid to our chief executive officer and other “covered employees” within the meaning of Code Section 162(m). Under Code Section 162(m), the annual compensation paid to any of these specified employees will be deductible only to the extent that it does not exceed $1,000,000. Required Vote Approval of the 2025 Plan and its material terms requires the affirmative “FOR” vote of a majority of the shares present in person or represented by proxy entitled to vote at the 2025 Annual Meeting. Board Recommendation We believe strongly that the approval of the 2025 Plan is essential to our continued success. Our employees and other service providers are one of our most valuable assets. Stock options, RSUs and other awards provided under the 2025 Plan are vital to our ability to attract and retain outstanding and highly skilled individuals. Such awards also are crucial to our ability to motivate employees and other service providers to achieve our goals. For the reasons stated above, stockholders are being asked to approve the 2025 Plan and its material terms.

  140. The Audit Committee

    | • | relate total compensation for each executive, consisting of base salary, annual cash bonus and equity awards, to overall Company performance and, in the case of base salary and equity awards, to individual performance; |

  141. The Audit Committee

    | • | tie incentive bonus compensation to the Company’s achievement of objective performance parameters; |

  142. The Audit Committee

    | • | reflect competitive market requirements and strategic business needs in determining the appropriate mix of cash and non-cash compensation and short-term (base salary and annual cash bonus) and long-term compensation (equity awards); |

  143. The Audit Committee

    | • | put at risk a significant portion of each executive’s total target direct compensation (base salary, annual cash bonus, and equity awards), with the intent to reward superior performance by the Company; and |

  144. Principal Elements of Compensation

    | Element | Type | Form | Key Characteristics | Purpose | | Base Salary | Fixed | Cash | Annual adjustments based on individual and company performance, pay level relative to market and internal pay equity | Attracts, retains and rewards NEOs by providing a competitive fixed amount of compensation for service that reflects skill, responsibility and experience | | Annual Cash Incentive | Variable | Cash | Variable cash compensation, based on pre-established financial and/or strategic goals | Focuses NEOs on achievement of our short-term financial and/or strategic goals Aligns interests of NEOs with stockholders by promoting revenue and profitability growth and achievement of other key corporate objectives | | Long-Term Equity Incentive | Variable | Restricted Stock Units | RSU equity awards vest based on continued service in quarterly increments over a four-year period | Aligns NEO and stockholder interests Motivates and rewards NEOs for the achievement of goals that are aligned with indicators of long-term corporate performance Retains NEOs through multiyear performance periods | | | | TSR-based Performance Stock Units | Performance-based RSUs earned based on TSR relative to a comparison index over a three-year performance period, and vest in full at end of period | |

  145. Peer Group Selection

    Peer Group Selection In order to assess our compensation competitiveness against peer companies in preparation for potential NEO compensation adjustments in 2024, the Compensation Committee, with input from Compensia, its then compensation consultant, approved a compensation peer group in 2023, which included 20 companies (the “Peer Group”).

  146. Peer Group Selection

    | Primary Selection Criteria | Refinement Criteria | Peer Group | Changes from Prior Peer Group | | REVENUE: ~0.5x to ~2.0x Harmonic’s last 4Q revenue of ~$635M (~$320M - ~$1.3B) MARKET CAP: ~0.33x to ~3.0x Harmonic’s assumed market capitalization of ~$1.3B ($420M - $3.8B) INDUSTRY: Information Technology | Communication & Networking (HW & SW) Video Solutions Software | A10 Networks ADTRAN Alpha and Omega Semiconductor Avid Technology Calix Cambium Networks Cohu Digi International Digital Turbine Everbridge Extreme Networks Gogo InterDigital MaxLinear NetScout Systems Progress Software Ribbon Communications Viavi Solutions Xperi Holding Corporation Yext | REMOVALS: LOW MARKET CAP Aviat Networks DZS NETGEAR Universal Electronics LOW MARKET CAP & REVENUE Casa Systems ACQUIRED NeoPhotonics ADDITIONS: Cohu Digital Turbine Everbridge NetScout Systems Viavi Solutions Yext |

  147. Peer Group Selection

    The following charts illustrate a comparison of Harmonic to the Peer Group based on the primary selection criteria of revenue and market capitalization, as well as a comparison of net income and employee headcount, measured as of July 2023, with the revenue and net income comparisons based on the four fiscal quarters preceding the assessment.

  148. Peer Group Comparison

    Peer Group Comparison Data prepared by Compensia for the compensation peer group was used by the Compensation Committee to assess the general competitiveness of the 2024 cash and equity compensation of the NEOs, and for the design and implementation of compensation packages and for specific proposals related to the individual elements and total compensation packages for the NEOs, as well as for certain other employees.

  149. Peer Group Comparison

    | 48 | |

  150. Peer Group Comparison

    Base Salary and Incentive Bonus Plans Base salaries for NEOs, including that of the CEO, are set according to the responsibilities of the position, the specific skills and experience of the individual and the competitive market for executive talent. The Compensation Committee reviews salaries annually and adjusts them as appropriate to reflect changes in market conditions, individual performance and responsibilities, and the Company’s financial position. Given that the Company is intended to fit within the middle of the range of the various peer comparison parameters used to set the peer group, when reviewing salaries, the Compensation Committee references the 50th and 60th percentile of total cash compensation (base salary and target bonus) of the compensation peer group for purposes of assessing the general competitiveness of total cash compensation of the NEOs, based on position, with the intent that superior performance under incentive bonus plans would enable the executive to elevate total cash compensation to levels that are above the median of comparable companies. The Company’s annual incentive bonus plans in which NEOs participate reflect the Compensation Committee’s belief that a meaningful component of executive compensation should be contingent on the Company achieving performance targets, thereby introducing a significant element of “pay for performance” and appropriate incentives to produce superior results tied to our business success. Except as otherwise noted, each NEO participated in one annual incentive bonus plan in 2024, as discussed below. Following a review of the above factors, the promotions of Mr. Ben-Natan to Chief Executive Officer in June 2024 and of Mr. Haltmayer to Senior Vice President and General Manager, Video Business in September 2024, and the data for the Peer Group and market conditions, in consultation with the 2024 Compensation Consultants, the Compensation Committee believed that in order to remain market competitive and continue to achieve our retention and incentive objectives, it was important and appropriate to increase the base salaries of each of the NEOs, as well as adjust the target bonus opportunities as a percentage of salary, as set forth in the table below, so that total cash compensation for each NEO would be generally closer to the 50th and 60th percentile range of the Company’s Peer Group, and in the case of Mr. Jankovic, above the range due to added operational responsibilities.

  151. Peer Group Comparison

    | Name | 2023 Base Salary | 2024 Base Salary (annualized) | Percent Change | 2023 Target Bonus as % of 2023 Base Salary | 2024 Target Bonus as % of 2024 Base Salary | Applicable 2024 Incentive Bonus Plan | | Nimrod Ben-Natan(1) | $371,045 | $600,000 | 161.71% | 60% | 100% | Broadband Bonus Plan and Corporate Bonus Plan | | Walter Jankovic(2) | $440,000 | $475,000 | 7.95% | 75% | 80% | Corporate Bonus Plan | | Neven Haltmayer(3) | $403,531 | $424,000 | 5.07% | 60% | 70% | Video Bonus Plan | | Timothy Chu(4) | $400,000 | $414,000 | 3.50% | 60% | 65% | Corporate Bonus Plan | | Patrick J. Harshman(5) | $700,000 | $700,000 | — | 125% | 125% | Corporate Bonus Plan | | Ian Graham(6) | $325,929 | $325,929 | — | 100% | 100% | Corporate Bonus Plan |

  152. Peer Group Comparison

    | (1) Prior to Mr. Ben-Natan’s promotion to CEO in June 2024, his salary was denominated and paid in Israeli Shekels and his 2023 salary information has been converted into U.S. dollars using the exchange rate in effect at the time of calculation. As CEO, Mr. Ben-Natan’s salary is now denominated in U.S. dollars and converted into Israeli Shekels when paid to him. Prior to his promotion to CEO, Mr. Ben-Natan’s bonus target increased from 60% to 65% of his annual salary, effective 1/1/24, with no salary increase. From 1/1/24 – 6/10/24, Mr. Ben-Natan participated in the Broadband Bonus Plan. Upon promotion to CEO following the Compensation Committee’s consultation with Compensia and review of compensation arrangements for CEOs of our Peer Group (discussed further above), Mr. Ben-Natan’s salary increased to $600,000 (annualized) and bonus target increased to 100%, effective 6/11/24, and he participated in the Corporate Bonus Plan from 6/11/24 – 12/31/24. |

  153. Peer Group Comparison

    | (2) The salary increase for Mr. Jankovic was effective June 11, 2024 and his target bonus increase was effective June 1, 2024, in recognition of Mr. Jankovic assuming additional operational responsibilities. |

  154. Peer Group Comparison

    | (3) In connection with Mr. Haltmayer’s promotion to Senior Vice President and General Manager, Video Business, his target bonus as a percentage of salary was increased from 65% to 70%, effective June 1, 2024. Previously, his bonus target had increased from 60% to 65%, effective January 1, 2024. |

  155. Peer Group Comparison

    | (4) The salary increase for Mr. Chu was effective July 1, 2024 and his target bonus increase was effective January 1, 2024, as part of the Compensation Committee's regularly scheduled annual review of compensation for officers and certain executives. |

  156. Peer Group Comparison

    | (5) Mr. Harshman resigned from the Company in June 2024. Accordingly, no adjustment was made to his salary for 2024. |

  157. Peer Group Comparison

    | (6) Mr. Graham resigned from the Company in July 2024. Accordingly, no adjustment was made to his salary for 2024. Mr. Graham’s salary was denominated and paid in British pound sterling and his salary information has been converted into U.S. dollars using the exchange rate in effect at the time of calculation. |

  158. Peer Group Comparison

    | | 49 |

  159. 2024 Bonus Plans, achievement and payouts

    2024 Bonus Plans, achievement and payouts For 2024, the Compensation Committee agreed to incentivize performance based on financial performance goals established by the committee in February 2024 under three incentive bonus plans (the “Bonus Plans”) for our NEOs. The Compensation Committee approved the Bonus Plans to focus the NEOs and other participants on revenue growth and improved profitability, which the committee believes are important indicators of the Company’s business growth and success. These Bonus Plans include a Video Bonus Plan, based on performance of our Video Business, a Broadband Bonus Plan, based on performance of our Broadband Business, and a Corporate Bonus Plan, based 50/50 on performance of the Video Business and Broadband Business. Following his promotion, Mr. Ben-Natan participated in our Corporate Bonus Plan, due to his leadership role with respect to both businesses. Similarly, Messrs. Jankovic, Chu, Harshman and Graham participated in our Corporate Bonus Plan due to the impact of their roles on both our Video and Broadband Businesses. Prior to his promotion to CEO, Mr. Ben-Natan, as an officer with roles and responsibilities focused on our Broadband Business, participated in our Broadband Bonus Plan. Mr. Haltmayer, as our Senior Vice President and General Manager, Video Business, participated in our Video Bonus Plan. For 2024, the Compensation Committee determined that bonuses under the Bonus Plans would be payable based on full-year performance only and eliminated any mid-year payout feature (which was part of the design for the previous year’s bonus plans) which paid out a limited, partial award based on performance through the first half of the year which was later netted out of the full-year bonus amount earned. The Compensation Committee made this change based on market data and consultation with Compensia to better align with Peer Group and market practices Each performance goal was allocated a percentage weighting (with the sum of such weights totaling 100% under each Bonus Plan) and the extent to which the performance goal was achieved and the weighting for such goal determined the payout, if any, attributable to such goal. The Compensation Committee established a minimum threshold that had to be met in order for any year-end payouts to be made under the Bonus Plans, as well as a maximum full-year payout cap, applicable to all performance goals under the Bonus Plans, as set forth in the table below.

  160. 2024 Bonus Plans, achievement and payouts

    | Achievement | Payout | | < 80% | 0% | | 80% | 50% | | 100% | 100% | | 110% | 200% |

  161. 2024 Bonus Plans, achievement and payouts

    The summary tables below set forth the achieved payouts under each of the components of the Bonus Plans, and the resulting earned payout to each of the NEOs under their applicable Bonus Plan, as a percentage of the NEO’s target bonus opportunity for the full year. All amounts earned by the NEOs under the Bonus Plans were paid in cash. Corporate Bonus Plan

  162. 2024 Bonus Plans, achievement and payouts

    | | Target | Actual | Achievement | Payout Result | Weight Allocation (%) | Weighted Payout | | Performance Goals | Full-Year ($M) | Full-Year ($M) | Full-Year (%) | Full-Year (%) | | Full-Year (%) | | Video Business Adjusted EBITDA | 10.5 | 9.3 | 88.6 | 71.5 | 50.0 | 35.7 | | Broadband Business Adjusted EBITDA | 109.7 | 132.6 | 120.8 | 200.0 | 32.5 | 65.0 | | Fiber-to-the-home (FTTH) Revenue | 43.5 | 19.7 | 45.4 | 0.0 | 17.5 | 0.0 | | Total payout | | | | | 100 | 100.7 |

  163. 2024 Bonus Plans, achievement and payouts

    | 50 | |

  164. 2024 Bonus Plans, achievement and payouts

    Video Bonus Plan

  165. 2024 Bonus Plans, achievement and payouts

    | | Target | Actual | Achievement | Payout Result | Weight Allocation (%) | Weighted Payout | | Performance Goals | Full-Year ($M) | Full-Year ($M) | Full-Year (%) | Full-Year (%) | | Full-Year (%) | | Video Business Adjusted EBITDA | 10.5 | 9.3 | 88.6 | 10.2 | 100.0 | 71.5 | | Total payout | | | | | 100.0 | 71.5 |

  166. 2024 Bonus Plans, achievement and payouts

    Broadband Bonus Plan

  167. 2024 Bonus Plans, achievement and payouts

    | | Target | Actual | Achievement | Payout Result | Weight Allocation (%) | Weighted Payout | | Performance Goals | Full-Year ($M) | Full-Year ($M) | Full-Year (%) | Full-Year (%) | | Full-Year (%) | | Broadband Business Adjusted EBITDA | 109.7 | 132.6 | 120.8 | 200 | 65.0 | 130.0 | | Fiber-to-the-home (FTTH) Revenue | 43.5 | 19.7 | 45.4 | 0.0 | 35.0 | 0.0 | | Total payout | | | | | | 130.0 |

  168. 2024 Bonus Plans, achievement and payouts

    Bonus Plan Payouts

  169. 2024 Bonus Plans, achievement and payouts

    | Name | Bonus Plan | Target Opportunity ($) | Payout (%) | Total Payment ($) | | Nimrod Ben-Natan | Corporate Bonus Plan | 334,782(1) | 100.7% | 337,125 (1) | | | Broadband Bonus Plan | 106,558 (2) | 130% | 138,526 (2) | | Walter Jankovic | Corporate Bonus Plan | 358,486 | 100.7% | 360,995 | | Neven Haltmayer | Video Bonus Plan | 282,201 | 71.5% | 201,774 | | Timothy Chu | Corporate Bonus Plan | 264,681 | 100.7% | 266,534 | | Patrick J. Harshman(3) | Corporate Bonus Plan | 875,000 | 100.7% | — | | Ian Graham(3) | Corporate Bonus Plan | 325,929 | 100.7% | — |

  170. 2024 Bonus Plans, achievement and payouts

    | (1) Mr.Ben-Natan’s target opportunity for the Corporate Bonus Plan represents 100% of his salary of $600,000, prorated for the period of his service from his promotion in June 2024 to the end of 2024. |

  171. 2024 Bonus Plans, achievement and payouts

    | (2) Mr. Ben-Natan’s target opportunity for the Broadband Bonus Plan represents 65% of his annual base salary of 1,351,345 Israeli shekels in effect prior to his promotion to CEO, prorated for the period from January 2024 up to his promotion in June 2024. Mr. Ben-Natan’s target opportunity and total payment have been converted from Israeli shekels to U.S. dollars using the exchange rate in effect at the time of calculation. |

  172. 2024 Bonus Plans, achievement and payouts

    | (3) Mr. Harshman and Mr. Graham resigned from the Company in June 2024 and July 2024, respectively, and were therefore not eligible to receive any payouts under the Corporate Bonus Plan. |

  173. 2024 Bonus Plans, achievement and payouts

    Equity Compensation Plans The Compensation Committee believes that equity compensation is an essential tool to link the long-term interests of stockholders and employees, especially the CEO and executive management, and serves to motivate employees, and particularly executive management, to make decisions that will, in the long run, deliver the best returns to stockholders, thus rewarding excellent long-term performance. Consistent with 2023, for 2024, these awards consisted of time-based RSUs, and in select cases, performance-based RSUs for our NEOs. The Compensation Committee believes RSUs promote more direct alignment between the interests of our NEOs and those of our stockholders (since the value of RSUs correlates more directly with the value of our stock) as compared to stock options while rewarding our NEOs for stockholder value creation, as well as serve as a useful retention tool through multi-year vesting requirements. Additionally, performance-based RSUs provide enhanced incentive value by rewarding our NEOs for achieving important financial, strategic, or other objectives of the Company, consistent with our pay for performance philosophy. In 2024, as consistent with 2023, the Compensation Committee observed that favoring the grant of full value awards remained the trend among the Company’s peer group as well as similarly situated publicly listed technology companies. The Compensation Committee may employ stock option grants in the future, either alone or in combination with RSUs and/or performance-based RSUs.

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  175. 2024 Bonus Plans, achievement and payouts

    Time-based Vesting RSUs. The 2024 timed-based RSUs granted to executives and NEOs vest over 3 years subject to their continued service. In 2024, Messrs. Ben-Natan, Chu, Jankovic, Haltmayer, Harshman and Graham were awarded time-based RSUs. TSR Awards. In 2024, Messrs. Ben-Natan, Jankovic and Harshman were also awarded performance-based RSUs (“PRSUs”) with vesting based on the total stockholder return (“TSR”) to holders of Company Common Stock during a three-year performance period compared to the TSR of companies in the Nasdaq Telecommunications Index or any successor to that index (the “Index”) at both the beginning and end of the performance period (the “TSR Award”).

  176. 2024 Bonus Plans, achievement and payouts

    | Key Terms | Description | | Performance Period | Three-year performance period, from February 15, 2024, through February 14, 2027. | | Calculation of TSR | The beginning price and ending price of the Company and each company in the Index are calculated based on the average trading price over 90 consecutive trading days, as adjusted to reflect dividends reinvested on each ex-dividend date during the applicable period (or, in the case of the ending price, the full performance period). | | Vesting | 100% of the target number of RSUs will vest if the Company’s TSR is equal to the Index TSR during the performance period. For each 1% that the Company TSR exceeds the Index TSR during the performance period, the percentage of the target number of RSUs that vest increases by 2%, from 100% up to a maximum of 150% (although this percentage is capped at 100% if the Company TSR is negative during the performance period). For each 1% that the Company TSR is less than the Index TSR, the percentage of the target number of RSUs that vest will decrease by 2%, from 100% down to a minimum of 50%. If the Company TSR is less than the Index TSR by 50% or more, no RSUs under the TSR Award will vest. | | Continuous service | Vesting is contingent upon the NEO remaining in service with us through the applicable performance period. | | Change of control | In the event of our “change in control” before the end of the performance period, performance will be measured by comparing the price being paid for a share of the Company’s Common Stock in such change in control to the TSR of the Index as of the day prior to the change in control, each as adjusted for any dividends during the performance period. Any earned RSUs as a result of performance achievement described in the previous sentence will vest as follows: a prorated amount of such earned RSUs will vest on the change in control based on the number of months served during the performance period and the remaining earned portion of the award will vest quarterly through the end of the original three-year performance period, subject to continued service, and further subject to any vesting acceleration under his change of control severance agreement. See “Change-of-Control Agreements” section below. |

  177. 2024 Bonus Plans, achievement and payouts

    The Compensation Committee believes the TSR Awards appropriately incentivize the Company’s current NEOs and provide a direct and effective means for more closely aligning these executive’s interests with those of our stockholders’ interests. Performance-based RSU Award. In September 2024, Mr. Haltmayer was also awarded 14,530 PRSUs, with a threshold of 50% vesting conditioned upon the Video Business achieving at least $0.5 million of adjusted EBITDA for 2024 and full vesting upon the Video Business achieving or exceeding $5 million of adjusted EBITDA for 2024, as well as Mr. Haltmayer’s continued service through the date of certification by the Compensation Committee of such performance achievement. Vesting based on performance achieved between the threshold and maximum would be determined by linear interpolation. Mr. Haltmayer achieved full vesting of the PRSU award, based on actual achievement of $7.152 million of adjusted EBITDA for the Video Business for 2024. Adjusted EBITDA for the Video Business is a non-GAAP financial measure whereby Video segment operating income (which excludes stock-based compensation, restructuring and related charges, lease-related and other charges, asset impairment charges and taxes) is adjusted to exclude depreciation and non-operating expenses. 2024 NEO Equity Award Determinations. Consistent with past practice, the total equity pool (RSUs and PRSUs) for annual grants to be made to all employees in 2024, including NEOs, was determined principally by reference to industry-specific guidelines published by shareholder advisory firms and, in part, by historical practice. The guidelines generally refer to metrics such as total annual awards as a percentage of shares outstanding and total outstanding awards as a percentage of fully diluted shares. The Compensation Committee, in consultation with the CEO (except with respect to the CEO’s own compensation), determines the size and material terms of equity awards granted to the NEOs, taking into account the role and responsibility of the NEO, competitive factors including competition for technology

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    executives; peer group data compiled by the Compensation Committee’s compensation consultant, the size and value of long-term equity compensation already held by each executive officer and the vested percentage; the proportion between RSUs and performance-based RSUs held by each NEO; the total target cash compensation opportunity for each NEO; and individual performance and retention objectives. With respect to the annual equity awards granted in February 2024 under the executive compensation program, the Compensation Committee approved annual equity awards for our then CEO, Mr. Harshman, that were evenly divided between time-based vesting RSUs and TSR awards (based on target opportunity), and awards for Mr. Jankovic and Mr. Ben-Natan (prior to his promotion) that were allocated two-thirds (2/3) to time-based vesting RSUs and one-third (1/3) to TSR awards. We granted time-based RSUs to our General Counsel, SVP HR and Corporate Secretary, Mr. Chu, and our former Senior Vice President, Global Sales, Mr. Graham, as well as to Mr. Haltmayer prior to his promotion to Senior Vice President and General Manager, Video Business later in the year. While our annual equity awards for our NEOs in 2024 were granted in February, we issued additional awards to certain of our NEOs in June, at the time of Mr. Ben-Natan’s promotion to CEO. The additional equity awards to Mr.Ben-Natan were made in recognition of this promotion and were evenly divided between time-based vesting RSUs and TSR awards (based on target opportunity). These allocations were based on the Compensation Committee’s desire to more closely align the equity compensation for each of these officers, and particularly for our CEO, with long-term value creation for our stockholders relative to our peers, thereby further emphasizing our commitment to pay for performance. The size of these awards were determined by the Compensation Committee in consultation with Compensia and upon reviewing relevant Peer Group and market information provided by Compensia. At this time, we also granted additional RSU awards to Mr. Jankovic in recognition of Mr. Jankovic assuming additional operational responsibilities. While the Compensation Committee approved only time-based RSUs for Mr. Haltmayer in February 2024, when he was promoted to Senior Vice President and General Manager, Video Business in September 2024, in recognition of such promotion, the committee determined to grant Mr. Haltmayer an additional mix of time-based vesting RSUs and performance-based vesting RSUs (as described above) with vesting based on the adjusted EBITDA performance of our Video Business for 2024 as part of a significant effort to drive profitability goal attainment within the Video Business. See “Grant of Plan-based Awards” on page 58 of this proxy statement for a summary of all equity grants made to the NEOs in 2024. Achievement of 2021 PRSU Award. In 2021, Mr. Harshman was awarded RSUs covering a target number of shares of 198,659, with vesting based on the TSR to holders of Company common stock during the three-year performance period compared to the TSR of companies in the Index at both the beginning and end of the performance period. The performance period ended on February 14, 2024. The Compensation Committee determined that Company TSR during the performance period exceeded the Index TSR by 70.8%, resulting in maximum vesting of 150% of the target number of shares of Mr. Harshman’s PRSU award, or 297,989 shares. Equity Compensation Grant Practices The Compensation Committee approves all equity grants, except for certain grants made to non-executive employees in the ordinary course of business, for which it has delegated authority to the CEO, within parameters approved in advance by the Compensation Committee, pursuant to an employee equity issuance policy (the “Employee Equity Issuance Policy”). The Compensation Committee reviews all grants made pursuant to the Employee Equity Issuance Policy. Initial hire grants of RSUs are made on the second Friday of each month, and any other grants made by the CEO pursuant to authority granted by the Compensation Committee are made on the Friday of the week of such grant. Stock options, if issued, are granted at 100% of the closing price of our stock on the Nasdaq Stock Market on the date of grant. Initial hire awards that are granted to executives reporting to the CEO or awards that are above the CEO’s approved range are approved by the Compensation Committee, with the grant date being the day of approval by the Compensation Committee or a later date selected by the Compensation Committee and, if in the form of a stock option, the per share exercise price being the closing price of a share of Common Stock on the Nasdaq Stock Market on the grant date. The initial grants are effective as of the date of grant, with vesting generally beginning on the date of commencement of employment. Annual grants to NEOs and executives are usually made in the first half of the year, and, in 2024, these grants were made in February. This timing enables management and the Compensation Committee to consider performance by both the Company and the individual for the then most recently completed fiscal year and balance it against our expectations for the current year. Policy Regarding the Timing of Equity Awards While we have not adopted a formal policy regarding the timing of equity awards, the Compensation Committee has historically made annual equity award grants to our named executive officers during the first quarter of the fiscal year. The timing of initial grants is driven by the date of hire of our new employees. The Board of Directors and Compensation Committee meeting schedules, for review and approval

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  181. 2024 Bonus Plans, achievement and payouts

    of annual grants, are usually established several months in advance for the calendar year. We do not time the granting of RSUs or stock options with any favorable or unfavorable news released by the Company. We do not grant equity awards in anticipation of the release of material nonpublic information, nor is the timing of disclosures of material nonpublic information based on equity award grant dates. We did not grant stock options to any of our NEOs in 2024 and have never granted stock appreciation rights. Retirement Benefits The Company does not provide pension benefits or deferred compensation plans to any of its U.S. employees, including NEOs, other than a 401(k) deferred compensation plan which is open to all regular, full-time U.S. employees. The Company has a matching contribution policy for the 401(k) plan, of up to $1,000 a year for each participant, for 2024. For employees resident in non-U.S. jurisdictions, including Mr. Ben-Natan, the Company makes required contributions to statutory pension and retirement schemes and, in a few countries, offers supplemental pension benefits in accordance with customary market practices. Other Compensation Other elements of compensation available to the Company’s NEOs include life and long-term disability insurance and health benefits. These benefits are available to all regular, full-time U.S. employees of the Company on the same basis, and similar benefits are provided to most employees in other countries. In addition, the Company may provide for relocation expenses to recruit key executives living outside the San Francisco Bay Area. Management periodically reviews the level of benefits provided to all employees and adjusts those levels as appropriate. The values of the benefits received by the NEOs pursuant to these other elements of compensation in 2022, 2023 and 2024 are included in the “All Other Compensation” column in the Summary Compensation Table on page 57 of this Proxy Statement. Change-of-Control Severance Agreements The Company does not have employment agreements with any of its current NEOs, other than a standard local employment agreement entered into with Mr. Ben-Natan in 2012, a CEO appointment letter entered into with Mr. Ben-Natan in April 2024, and an offer letter entered into with Mr. Jankovic in May 2023. It has, however, entered into change of control severance agreements (the “Severance Agreements”) with its NEOs. The Severance Agreements are designed to incentivize continuing service to the Company by NEOs in the event that the Company may be in discussions regarding strategic transactions and to provide short-term benefits in the event that a NEO’s position is eliminated or responsibilities or compensation are reduced following a change of control. The Company believes that these Severance Agreements help to ensure that, if the Board of Directors believes a potential transaction is in the best interests of the Company’s stockholders, its NEOs will remain focused on the consummation of such a potential transaction, without significant distraction or concern regarding their personal circumstances, such as continued employment. Under the terms of each of the Severance Agreements, if within 18 months following a “change of control” of the Company (in each case, as defined in the relevant Severance Agreement), the NEO experienced an “involuntary termination” without “cause,” and not due to the NEO’s death or disability, then the NEO would have been entitled to receive:

  182. 2024 Bonus Plans, achievement and payouts

    | • | a lump-sum cash payment of (i) in the case of Mr. Ben-Natan, an amount equal to 200% of his base salary for the 12 months prior to the change of control; (ii) in the case of each of the other NEOs, an amount equal to 100% of the NEO’s base salary for the 12 months prior to the change of control; |

  183. 2024 Bonus Plans, achievement and payouts

    | • | a lump-sum cash payment of (i) in the case of Mr. Ben-Natan, an amount equal to the greater of (x) 200% of his then annual target bonus or (y) 200% of the average of the actual bonuses paid to him in each of the two prior years; (ii) in the case of each of the other NEOs, an amount equal to the greater of (x) 100% of the NEO’s then annual target bonus or (y) 100% of the average of the actual bonuses paid to the NEO in each of the two prior years; and |

  184. 2024 Bonus Plans, achievement and payouts

    | • | Company-paid health, dental, and life insurance coverage for up to one year after termination of employment; |

  185. 2024 Bonus Plans, achievement and payouts

    | • | vesting acceleration of 100% of the unvested portion of any outstanding stock option or restricted stock units held by the NEO and exercisability of all such outstanding stock options (if any) for a period of one year after such termination; and |

  186. 2024 Bonus Plans, achievement and payouts

    | • | a lump-sum cash payment of $5,000 for outplacement assistance. |

  187. 2024 Bonus Plans, achievement and payouts

    Under the Severance Agreements, “cause” generally means (i) any act of personal dishonesty taken by the NEO in connection with his or her responsibilities as an employee and intended to result in his or her substantial personal enrichment, (ii) the conviction of a felony, (iii) a willful act by the NEO which constitutes gross misconduct and which is injurious to the Company, and (iv) following delivery to the NEO of a written demand for performance from the Company which describes the NEO’s failure to substantially perform his or her duties, continued violations by the NEO of the NEO’s obligations to the Company which are demonstrably willful and deliberate on the

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    NEO’s part. Under the Severance Agreements, “change of control” generally means (i) any person becomes the beneficial owner of securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding voting securities; (ii) a change in our Board composition within a two-year period, as a result of which fewer than a majority of the directors are “incumbent directors” (meaning generally directors who either (A) are directors of the Company as of the date of the Severance Agreement, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the incumbent directors at the time of such election or nomination (but excluding an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company)); (iii) a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent at least 50% of the total voting power represented by the voting securities of the Company or the surviving entity outstanding immediately after such merger or consolidation; or (iv) the sale or disposition by the Company of all or substantially all the Company’s assets. Under the Severance Agreements, “Involuntary termination” generally means (i) without the NEO’s consent, the significant reduction of duties, authority or responsibilities, or assignment of such reduced duties, authority or responsibilities; (ii) without the NEO’s consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the NEO; (iii) a reduction in base salary; (iv) a material reduction in the kind or level of employee benefits, including bonuses, with the result that the overall benefits package is significantly reduced; (v) without the NEO’s consent, relocation to a facility or location more than 25 miles from the then present location; (vi) purported termination which is not effected for disability or for cause, or any purported termination for which the grounds relied upon are not valid; (vii) the failure of the Company to obtain the assumption of the Severance Agreement by any successors contemplated thereunder; or (viii) any act or set of facts or circumstances which would, under California case law or statute, constitute a constructive termination. In addition, the TSR Awards for Messrs. Ben-Natan and Jankovic are subject to special treatment on a change of control. See “Equity Compensation Plans - TSR Award” above. Other Agreements In connection with the appointment of Mr. Ben-Natan as President and CEO of the Company effective June 11, 2024, Harmonic Video Networks Ltd. (“HVN”), a subsidiary of the Company, entered into a CEO appointment letter with Mr. Ben-Natan (the “CEO Appointment Letter”), effective June 11, 2024. The CEO Appointment Letter provided Mr. Ben-Natan with an initial annual base salary of $600,000, as well as a target annual bonus opportunity of 100% of his salary for the Company’s fiscal year 2024 under the Company’s Corporate Bonus Plan (prorated for the period during the year that he served as CEO). For fiscal year 2024, Mr. Ben-Natan was eligible for a bonus under the Company’s Broadband Bonus Plan for his partial year of service prior to his transition to the CEO role, and his bonus opportunity of 65% of his salary prorated to reflect such partial year of service. In addition, the CEO Appointment Letter provided that Mr. Ben-Natan will receive, subject to approval by our Board or its Compensation Committee (the “Committee”), RSUs with an aggregate value of $5,500,000 (based on the 30-trading day average closing prices of a share of the Company’s common stock immediately prior to the grant date). 50% of the RSUs are scheduled to vest based on Mr. Ben-Natan’s continued service with the Company or its subsidiaries, with 1/3rd vesting after one year and 1/12th vesting quarterly thereafter for eight quarters. The CEO Appointment Letter provided that the remaining 50% of the RSUs will vest based on both performance- and service-based criteria as determined by the Board or Committee, which performance criteria include specified levels of Company total stockholder return measured over three years following the grant date, and subject to Mr. Ben-Natan’s continued service through performance certification following the performance period. Other than with respect to the terms specified in the CEO Appointment Letter, Mr. Ben-Natan remains eligible for the benefits under his standard employment agreement entered into with HVN, dated December 7, 2012. Additionally, Mr. Ben-Natan entered into an amended and restated Change of Control Severance Agreement with the Company, the terms of which are described above under “Change-of-Control Severance Agreements”. In connection with Mr. Harshman’s retirement from service as CEO of the Company, and in order to ensure a smooth transition of his role, we entered into a consulting agreement with Mr. Harshman effective June 11, 2024, and ending on the one-year anniversary thereof, subject to any extension by mutual agreement between the parties. Under this consulting agreement, Mr. Harshman provides services including transition services in connection with his transition from his role as CEO of the Company, and such advisory services as may be requested by Mr. Ben-Natan or the Board. In consideration of these services, we provide Mr. Harshman with Company-paid COBRA premiums for up to 12 months following termination of his employment. In addition, during the period of his services under the consulting agreement, Mr. Harshman will remain eligible to continue vesting in the equity awards granted to him by the Company prior to the termination of his employment. In connection with the termination of Mr. Graham’s employment in July 2024, we entered into a settlement agreement with Mr. Graham, which provided, among other things, for a release of claims in our favor, continued confidentiality of our proprietary information, and mutual non-disparagement obligations, in exchange for Mr. Graham’s right to receive a cash severance in the amount of 12 months of base salary and continued coverage under specified health benefit programs for 12 months following Mr. Graham’s termination date.

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  191. 2024 Bonus Plans, achievement and payouts

    Stock Ownership Guidelines and Hedging Policy The Company has adopted stock ownership guidelines applicable to its CEO, requiring the CEO to hold any shares issued, after withholding of shares for taxes resulting from the exercise of vested stock options granted in 2017 or later or settlement of vested RSUs granted in 2017 or later, for at least 36 months from the date of RSU settlement or stock option exercise, subject to release from these requirements upon his separation from service with the Company. The Corporate Governance and Nominating Committee reviews the CEO’s compliance under such guidelines and may grant any waivers or exceptions as it deems reasonably necessary and appropriate. Under our Insider Trading Policy, we prohibit our employees, including officers, and members of the Board of Directors from engaging in transactions involving pledging or hedging the risk associated with ownership of shares of our Common Stock. Insider Trading Policy The Company maintains an insider trading policy and other procedures that govern the purchase, sale and other dispositions of our securities by our ourselves, directors, officers or employees that are reasonably designed to promote compliance with insider trading laws, rules and regulations and any applicable listing standards. Financial Restatements and Compensation Recovery Policy In 2023, we adopted an updated clawback policy for compliance with the Nasdaq Listing Rules and Section 10D of the Exchange Act. The policy generally requires, if we are required to prepare an accounting restatement due to our material noncompliance with any financial reporting requirement under applicable securities laws, that we recover certain incentive-based compensation provided to our NEOs and certain other current or former executive officers (a “covered person”). Such incentive compensation generally includes compensation granted, earned or vested in whole or in part based on attaining performance goals relating to financial reporting measures, including any stock price and total stockholder return measures (with such attainment referred to in the policy as being “received”), which is received by a covered person on or after October 2, 2023, and during the three fiscal years completed immediately before the date the accounting restatement is determined to be required, and provided the covered person was an executive officer at any time during the applicable performance period for such compensation. The Company has never restated its financial statements. Section 162(m) We have considered the potential future effects of Section 162(m) of the Code on the compensation paid to our NEOs. Section 162(m) disallows a tax deduction for any publicly held corporation for individual compensation exceeding $1.0 million in any taxable year for our CEO and certain other current and former officers of the Company. While the Compensation Committee considers the deductibility of compensation as a factor in making compensation decisions, the Compensation Committee retains the flexibility to provide compensation that is consistent with our goals for our executive compensation program even if such compensation is not fully tax deductible. The Compensation Committee may make decisions that result in compensation that is not fully deductible under Section 162(m) of the Code. Compensation Committee Report The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this Proxy Statement. Based on the Compensation Committee’s review of, and the discussions with management with respect to, the Compensation Discussion and Analysis, our Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

  192. The Compensation Committee

    | Name & Principal Position | Year | Salary | Stock Awards(1) | Non-Equity Incentive Plan Compensation(2) | All Other Compensation(3) | Total | | Nimrod Ben-Natan(4) President and CEO | | | | | | | | | 2024 | $501,383 | $7,408,105 | $475,651 | $46,389 | $8,431,528 | | | 2023 | $371,045 | $1,404,668 | $71,374 | $42,482 | $1,889,569 | | | 2022 | $351,712 | $766,796 | $374,162 | $41,779 | $1,534,449 | | Walter Jankovic(5) Chief Financial Officer | | | | | | | | | 2024 | $458,712 | $2,304,842 | $360,995 | $7,526 | $3,132,075 | | | 2023 | $262,308 | $2,921,018 | $70,092 | $18,526 | $3,271,944 | | Neven Haltmayer Senior Vice President and General Manager, Video Business | | | | | | | | | 2024 | $414,946 | $1,611,988 | $201,774 | $20,654 | $2,249,362 | | | 2023 | $403,161 | $822,138 | $137,628 | $22,058 | $1,384,985 | | | 2022 | $383,643 | $790,325 | $334,510 | $26,307 | $1,534,785 | | Timothy Chu(6) General Counsel, SVP HR and Corporate Secretary | | | | | | | | | 2024 | $406,731 | $992,975 | $266,534 | $31,014 | $1,697,254 | | Patrick J. Harshman(7) Former President and CEO | | | | | | | | | 2024 | $328,462 | $6,627,517 | — | $21,375 | $6,977,354 | | | 2023 | $697,455 | $3,994,583 | $390,876 | $17,690 | $5,100,604 | | | 2022 | $567,246 | $3,116,592 | $1,126,214 | $21,519 | $4,831,571 | | Ian Graham(8) Former Senior Vice President, Global Sales | | | | | | | | | 2024 | $163,891 | $717,156 | — | $360,860 | $1,241,907 | | | 2023 | $325,929 | $614,246 | $145,595 | $42,210 | $1,127,980 | | | 2022 | $293,940 | $586,372 | $586,372 | $41,534 | $1,389,552 |

  193. The Compensation Committee

    | Pay Versus Performance |

  194. The Compensation Committee

    | Year | Summary Compensation Table for First PEO(1)(2) | Summary Compensation Table for Second PEO(1)(2) | Compensation Actually Paid to First PEO(1)(3) | Compensation Actually Paid to Second PEO(1)(3) | Average Summary Compensation Table Total for Non-PEO NEOs(4) | Average Compensation Actually Paid to Non-PEO NEOs(3) | Value of Initial Fixed$100 Investment Based On: | | Net Income (GAAP, in thousands)(7) | Operating Profit (GAAP, in thousands)(8) | | | | | | | | | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | | | | 2024 | $6,977,354 | $8,431,528 | $6,356,458 | $9,170,834 | $2,080,150 | $1,773,505 | $169.62 | $103.21 | $39,217 | $63,136 | | 2023 | $5,100,604 | $1,889,569 | $4,973,390 | $1,855,876 | $1,446,954 | $1,336,943 | $167.18 | $90.96 | $83,994 | $22,172 | | 2022 | $4,831,571 | $1,534,449 | $7,726,443 | $1,771,355 | $1,580,011 | $1,887,872 | $167.95 | $82.21 | $28,182 | $45,519 | | 2021 | $4,628,135 | $1,583,143 | $10,868,485 | $2,348,267 | $2,056,418 | $2,966,573 | $150.77 | $112.44 | $13,254 | $18,809 | | 2020 | $3,498,333 | $1,427,398 | $2,928,232 | $1,340,471 | $1,280,848 | $1,275,324 | $94.74 | $110.08 | ($29,271) | ($12,449) |