Arlo Technologies, Inc DEF 14A, filed Apr 26, 2024

Arlo Technologies, Inc. (ARLO)

DEF 14A 2024-04-26 For: 2024-06-21

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Added on June 12, 2026

About this DEF 14A

Arlo Technologies, Inc filed this DEF 14A on April 26, 2024.

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Date			June 21, 2024
Time			9:30 AM Pacific Time
Virtual Meeting			http://www.virtualshareholdermeeting.com/ARLO2024
Record Date			April 22, 2024. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.
Proxy Voting			Make your vote count.
			You will need to have the 16-digit control number included on your Notice of Internet Availability of Proxy Materials (the “Notice”). Voting your shares now via the Internet, by telephone, or by signing, dating, and returning the enclosed proxy card or voting instruction form will save the expense of additional solicitation. If you wish to vote by mail, we have enclosed an addressed envelope with postage prepaid if mailed in the United States. Submitting your proxy now will not prevent you from voting your shares during the Annual Meeting, as your proxy is revocable at your option. We are requesting your vote to:
Items of Business			• To elect the two nominees for Class III directors named herein to hold office until the 2027 annual meeting of stockholders.
			• To ratify the appointment by the Audit Committee of the Board of Directors of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024.
			• To approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed herein.
			• To indicate, on an advisory basis, the preference regarding how frequently the Company should solicit a non-binding advisory vote on the compensation of the Company’s named executive officers as disclosed herein.
			• To conduct any other business properly brought before the meeting.

	PROXY SUMMARY			1
	BUSINESS OVERVIEW
	We Protect Your Everything			2
	Our Solutions			3
	Our Growth Strategy			4
	Our People Strategy			4
	Our Commitment to Corporate Sustainability and Environmental, Social, and Governance			7
	DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
	Directors and Board Diversity, Skills, Experiences			10
	Executive Officers			11
	Corporate Governance Guidelines			12
	Board Independence			12
	Board Evaluation and Education			12
	Board Role in Risk Oversight			12
	Board Meetings			13
	Stockholder Engagement			13
	Insider Trading Compliance Program			13
	Related Party Transaction Policy			14
	Code of Business Conduct and Ethics			15
	Communications with the Board			15
	Board and Committee Structure			15
	Audit Committee			15
	Compensation and Human Capital Committee			16
	Nominating and Corporate Governance Committee			18
	Cybersecurity and Privacy Committee			19
	Strategic and Capital Allocation Committee			19
	Director Nominees and Continuing Directors			20
	DIRECTOR AND EXECUTIVE COMPENSATION
	Director Compensation			25
	Executive Compensation			27
	Compensation Discussion and Analysis			27
	2023 Business Highlights			27
	2023 Executive Compensation Highlights			28
	Relationship between Pay and Performance			28
	Executive Compensation Philosophy and Pay-for-Performance			30
	Compensation Practices and Policies			30
	Stockholder Engagement and Say on Pay Vote			33
	Compensation Elements Summary			33

	2023 Executive Compensation Program			34
	Other Compensation Policies and Practices			38
	Compensation and Human Capital Committee Report			40
	Executive Compensation Tables			41
	Summary Compensation Table			41
	Grants of Plan-Based Awards			42
	Outstanding Equity Awards			43
	Option Exercised and Stock Vested			44
	Equity Compensation Plan Information			44
	Compensation Plans			45
	Potential Payments upon Termination or Change in Control			48
	Pay vs. Performance			50
	Security Ownership Information			53
	AUDIT MATTERS
	Audit Committee Report			54
	Audit and Non-Audit Fees			55
	PROPOSALS TO BE VOTED
	Proposal 1. Election of Directors			56
	Proposal 2. Ratification of Appointment of Independent Registered Public Accounting Firm			58
	Proposal 3. Advisory Vote on the Compensation of the Named Executive Officers			60
	Proposal 4. Advisory Vote on the Frequency of Stockholder Votes on Executive Compensation			61
	Other Matters			62
	QUESTIONS AND ANSWERS
	Questions and Answers about the Proxy Materials and the Annual Meeting			63

Date: June 21, 2024	Place: http://www.virtualshareholdermeeting.com/ARLO2024
Time: 9:30 AM Pacific Time	Record Date: April 22, 2024	Voting: Shareholders as of the record date are entitled to vote. Each share of common stock of Arlo Technologies, Inc. (“Company”) is entitled to one vote for each director nominee and one vote for each proposal.
Meeting Agenda: The meeting will cover the proposals listed under Voting Matters and Vote Recommendations below, and any other business that may properly come before the meeting.	Mailing Date: The Proxy Statement was first mailed to shareholders on or about April 26, 2024.

				Vote your shares in advance of the meeting at www.proxyvote.com. Have your Notice of Internet Availability for the 16-digit control number needed to vote.
				Vote your shares during the meeting at http://www.virtualshareholdermeeting.com/ARLO2024 Have your Notice of Internet Availability for the 16-digit control number needed to vote.
				Call toll-free number 1-800-690-6903.
				Sign, date, and return the enclosed proxy card or voting instruction form.

/s/ Matthew McRae
Matthew McRae
Chief Executive Officer and Director

/s/ Ralph E. Faison
Ralph E. Faison
Chairman of the Board of Directors

Driven to protect you. We solely focus every day on providing security to protect you, your family, your home, your business, and even your pets.	A superior experience. Stay connected with up to 4K video, clear audio, and smarter notifications to know exactly what’s happening at home.	Privacy is our top priority. We are as passionate about your privacy as we are about security and your information is kept secure and in your control.

No need for contracts. Commit with confidence, knowing that you can cancel on your own terms with no contracts and hassle-free returns.	Monitored by professionals. 24/7 Live Security Experts rapidly dispatch first responders to your home, so you don't have to.	Easy to set up. Our products are designed for easy installation and connect to Wi-Fi so you are up and running in minutes.

				Arlo Secure is our home and business subscription plan that provides advanced AI-based notifications, DIY self-monitoring as well as professional monitoring protection, and direct access Emergency Response. Managed through the Arlo Secure app, these premium service plans enable users to securely store and view from anywhere their video recordings from Arlo devices, receive personalized notifications enabled by advanced AI object detection, and customize their Arlo security ecosystem to manage schedules, multiple locations, and home automation routines with compatible third-party smart home devices. Beyond monitoring, Arlo Secure delivers one-touch Emergency Response which allows users to directly dispatch first responders during an emergency for quicker action. A trial period of Arlo Secure is included with most Arlo devices or sold as a subscription bundle (Arlo Total Security) with an Arlo security system or other products.
				Arlo Total Security is Arlo’s comprehensive subscription service that offers 24/7 professional monitoring and security hardware with affordable monthly pricing and no upfront costs. At the heart of these innovative subscriptions is Arlo’s Home Security System, which uses a first-of-its-kind, all-in-one multi-sensor capable of eight different sensing functions. With its comprehensive design, the Arlo multi-sensor can be placed anywhere, from walls to windows and doors, to under sinks and water heaters, to detect motion, door/window openings and tilt, water leaks, freezing temperatures, lighting changes and T3/T4 smoke/CO alarm audio sirens. Managed through the Arlo Secure App, the award-winning security system pairs with Arlo’s advanced video security cameras, such as the Arlo Pro 5s, to enable video verification by 24/7 Professional Monitoring security experts of an emergency situation – a growing requirement across municipalities to reduce false alarms and unnecessary utilization of emergency services.
				Arlo Safe brings Arlo’s smart security expertise to a personal safety subscription plan that provides one-tap, 24/7 Emergency Response, family tracking, automatic crash detection and more. Ideal for everyone from city dwellers walking home at night, to college students, teenagers walking to/from school, daily commuters, or even elderly family members, Arlo Safe is a 24/7 personal safety service for ultimate peace of mind while on-the-go. The comprehensive service includes location sharing, family check-ins, safety alerts and more, all backed by 24/7 live emergency support experts that users can access quickly at the touch of one button. Working in tandem with the Arlo Safe app, the Arlo Safe panic button can be used to alert safety experts and rapidly send emergency responders to the user’s location anytime, day or night.

				Sustainable Products We take responsibility for how our products impact the environment and communities. We believe transparency enhances accountability, helping us improve the long-term sustainability of our products and business.			Responsible Supply Chain The need for greater transparency and reliability is driving behavioral change in corporate supply chains, especially as a result of the COVID-19 pandemic. We embrace and facilitate this change with our forward-thinking, responsible supply chain program, based on a commitment to collaborate with suppliers and key stakeholders to ensure that our value chain is reliable, socially responsible, and sustainable.

				Advancing a Better Environment As we look to the future, we recognize that environmental stewardship is critical to the long-term success of our company, our customers and other stakeholders. We are fully committed to responsible use of the earth’s natural resources and we strive to minimize any impact on climate change as we work together to create a better future.			Enhancing Vibrant Communities We believe that corporate sustainability should go beyond environmental and labor considerations to provide a positive social impact on the local communities in which we operate across the globe.

				Ethical Business Practices Integrity is a core value of our company culture—one that we work hard to maintain in order to earn the trust of our customers and business partners, to inspire our employees, and to deliver value for our stockholders and improve our communities.

Our Solutions	•	Leveraging our Software as a Service (“SaaS”) solution which includes Arlo Secure, Arlo Total Security, and Arlo Safe that can dramatically improve people, household, and community safety.
Our Partners	•	Our primary contract manufacturers are ISO 14000 certified, SA8000 certified, and members of Responsible Business Alliance (“RBA”) and Supplier Ethical Data Exchange (“SEDEX”).
	•	We have actively transitioned our supply chain to Tier 1 manufacturers that are geographically closer to our markets. We focus on driving alignment of our product roadmaps with our manufacturers and determining what we can do collectively to reduce costs across the supply chain.
	•	We comply with Dodd-Frank Conflict Minerals and work to eliminate suspicious smelters from our supply chain. We also comply with UK’s Modern Slavery Act and California’s Transparency in Supply Chains Act.
Our Communities	•	Across all of our global offices, we promote charitable giving and volunteering, through regular volunteering by employees at local food banks as well as donations to clothing and food drives across all our offices.
Our Communities	•	Our broad compatibility allows the platform to seamlessly integrate with third-party internet-of-things (“IoT”) products and protocols, such as Amazon Alexa, Apple HomeKit, Apple TV, Google Assistant, IFTTT, Stringify and Samsung SmartThings.
Our Planet	•	Low Power Batteries—by taking advantage of newer technologies and engineering approaches, our IoT solutions are moving towards a future where batteries can last much longer, with less waste and fewer service calls to replace batteries.
	•	Water Conservation—by design, our products require no water during the production process and generate no effluent.
	•	Landfill Reduction—to reduce the amount of waste going to landfill, we focus on scrap reduction and reuse of materials where possible.

				Technology, Innovation, and Services
				Each of our directors have held leadership roles in various technology companies, including those that provide consumer electronics, network security, and cloud-based software as a service. This background provides Arlo with critical insight and understanding of the SaaS industry, technology trends, and innovation that improves and advances our products and services.
				Finance
				A significant number of our directors have professional experience in the financial sector, including as chief financial officers. This experience contributes to our Board’s understanding of financial markets and effective oversight of our capital structure, financial reporting, results of operations, and other financial activities.
				Leadership
				All of our directors have notable leadership experience, including through service in public and private company executive roles, such as chief executive officer and chief financial officer. This collective experience provides our Board with a deep understanding of organizational dynamics, complex operations, risk management, human capital and talent management, and other areas that are critical to overseeing a global company and advancing our strategy.
				Global Business
				Our directors have operated in complex business environments and diverse markets. This includes experience with global operations, engaging with domestic and international stockholders, and navigating global regulatory regimes and political conditions. This experience enhances our Board’s oversight of Arlo’s global operations, supply chain, and strategic execution.
				Corporate Governance and Risk Management
				We have four directors that have held multiple directorships at other public companies, and our other directors hold private company directorships and leadership positions within companies where identifying and managing risk is paramount to their duties. This experience provides our Board with understanding of how corporate governance practices and policies can impact Arlo operations and its risk management.

Name	Age	Position(s)
Matthew McRae	50	Chief Executive Officer (principal executive officer)
Kurtis Binder	53	Chief Financial Officer (principal financial officer)
Brian Busse	55	General Counsel and Corporate Secretary

				Business Experience: Matthew McRae has served as our Chief Executive Officer since February 2018 and as a member of our Board since August 2018. Mr. McRae served as Senior Vice President of Strategy of NETGEAR, Inc. (“NETGEAR”) from October 2017 until August 2018. Mr. McRae previously served as the Chief Technology Officer of Vizio Inc., a consumer electronics company, from 2010 to 2017, and prior to that served as its Vice President and General Manager, Advanced Products Group, from 2008 to 2010. From 2007 to 2008, Mr. McRae was Vice President of Marketing and Business Development of Fabrik (now part of HGST, Inc.), a provider of data storage and next generation web services, and prior to that, from 2001 to 2007, was the Senior Director, Worldwide Business Development at Cisco Systems Inc., a leader in networking services. Mr. McRae has served on the board of directors of two private technology companies: Violux since September 2020 and Within since May 2021. He previously served on the board of directors of Dedicated Hosting Services, Inc., UC Irvine Institute for Innovation and the Leatherby Center for Entrepreneurship and Business Ethics at the Business School of Chapman University. Qualifications: The Nominating and Corporate Governance Committee believes that Mr. McRae’s extensive industry experience in leadership positions at consumer electronics and technology companies qualifies him to serve as a member of our Board.
	Matthew McRae
	Age 50 Director since 2018 Board Committees: None Other Current Public Company Boards: None

				Business Experience: Catriona Fallon has served as a member of our Board since August 2021. She is an executive advisor, chief financial officer (“CFO”) and investor, helping companies achieve outpaced performance. Ms. Fallon currently serves on the board of directors for Palomar Holdings, Inc., a publicly traded specialty insurance company and General Fusion, a privately held Canadian company which is pursuing the fastest and most practical path to commercial fusion energy. Ms. Fallon previously served on the board of directors of publicly-traded company Cray Inc., until its acquisition by Hewlett Packard Enterprise. In addition to her directorships, Ms. Fallon also has served as CFO for several technology companies, including Aktana from 2021 to 2022, a software and services company, and Hitachi Vantara from 2019 to 2020, a multi-billion-dollar digital solutions subsidiary of Hitachi, Ltd. Prior to her employment at Hitachi Vantara, Ms. Fallon was CFO at Silver Spring Networks from 2017 to 2018 where she helped to execute the sale of the company to Itron. From 2015 to 2017, Ms. Fallon was EVP and CFO at Marin Software, a company providing software as a service to optimize online advertising. Ms. Fallon additionally has held leadership positions across a variety of technology companies including Cognizant Technology Solutions and Hewlett-Packard. She also has served as an equity analyst at Citigroup Investment Research and held roles with Piper Jaffray & Company, and McKinsey & Company. Qualifications: Ms. Fallon brings more than twenty years of strategic finance expertise and leadership experience to her role as a board member via her significant operational and finance experience as a board member and executive of various technology companies. The Nominating and Corporate Governance Committee believes that Ms. Fallon’s understanding of finance, financial reporting, strategy, corporate efficiencies and risk management qualifies her to serve as a member of our Board.
	Catriona M. Fallon
	Age 53 Director since 2021 Board Committees: Audit (Chair), Cybersecurity and Privacy Other Current Public Company Boards: Palomar Holdings, Inc.


		NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

				Business Experience:Ralph E. Faison has served as the Chairman of our Board since August 2018. Prior to joining our Board, Mr. Faison served on the board of directors of NETGEAR from August 2003 to August 2018. Mr. Faison is currently a private investor. From 2011 to 2014, Mr. Faison served as the President and Chief Executive Officer and chair of the board of directors of Pulse Electronics Corporation, a public company and manufacturer of electronic components. From 2003 through 2007, Mr. Faison served as Chief Executive Officer of Andrew Corporation, a public company and manufacturer of communications equipment and systems. He also served at various times as President, Chief Operating Officer, and Director at Andrew Corporation. From 2001 to 2002, Mr. Faison was President and Chief Executive Officer of Celiant Corporation, a manufacturer of power amplifiers and wireless radio frequency systems, which was acquired by Andrew Corporation. From 1997 to 2001, Mr. Faison was Vice President of the New Ventures Group at Lucent Technologies, Inc., a communications service provider, and from 1995 to 1997, he was Vice President of advertising and brand management at Lucent. Prior to joining Lucent, Mr. Faison also held various positions at AT&T, including as Vice President and General Manager of AT&T’s wireless business unit and manufacturing Vice President for its consumer products unit in Bangkok, Thailand. Mr. Faison also serves on the board of directors of Vislink Technologies, Inc., a public company that produces wireless broadcast video cameras for the commercial broadcast and military markets. Qualifications: Mr. Faison has extensive experience in leading and managing large international companies. He is well-versed in the complex manufacturing and distribution systems that today’s multinational companies implement. The Nominating and Corporate Governance Committee believes that Mr. Faison, as a previous public company chair and chief executive officer, is able to advise Arlo on many aspects of public company governance and management and is qualified to serve as a member of our Board.
	Ralph E. Faison
	Age 65 Director since 2018 Board Committees: Chairman of the Board, Nominating and Corporate Governance (Chair), Compensation and Human Capital, Cybersecurity and Privacy, Strategic and Capital Allocation (Chair) Other Current Public Company Boards: Vislink Technologies, Inc.

				Business Experience: Jocelyn E. Carter-Miller has served as a member of our Board since August 2018. Prior to joining our Board, Ms. Carter-Miller served on the board of directors of NETGEAR from January 2009 to August 2018. Since 2001, Ms. Carter-Miller has been President of TechEdVentures, Inc. and since 2013 has been President of SoulTranSync, LLC, both of which are entrepreneurial ventures specializing in the development and marketing of high performance educational and personal/ community empowerment programming. Ms. Carter-Miller has also led Jocelyn Carter-Miller, LLC, a business consulting firm, as President since 2016. From 2002 to 2004, Ms. Carter-Miller served as Executive Vice President and Chief Marketing Officer of Office Depot, Inc. Prior to that, Ms. Carter-Miller spent a decade with Motorola, Inc., initially as a Director of Marketing and Network Service Quality, then as Vice President and GM of International Networks Division Latin America and EMEA Operations, and ultimately as Corporate Vice President and Chief Marketing Officer. She also spent ten years at Mattel, Inc. in marketing, product development and strategic business planning roles. Ms. Carter-Miller also currently serves on the board of directors of Principal Financial Group, Inc., Interpublic Group of Companies, Inc. and Backblaze, Inc. Qualifications: Ms. Carter-Miller provides an in-depth understanding of marketing to home users and small businesses based on her extensive marketing and executive experience at various public companies serving those consumers. The Nominating and Corporate Governance Committee believes that Ms. Carter-Miller’s expertise gained from her time on the boards of large public companies provides an important perspective on corporate governance best practices and procedures that can be applied at Arlo and qualifies her to serve as a member of our Board.
	Jocelyn E. Carter-Miller
	Age 66 Director since 2018 Board Committees: Compensation and Human Capital (Chair), Audit, Strategic and Capital Allocation Other Current Public Company Boards: Principal Financial Group, Inc., Interpublic Group of Companies, Inc., Backblaze, Inc.

				Business Experience: Grady Summers has served as a member of our Board since August 2018. Prior to joining our Board, Mr. Summers served on the board of directors of NETGEAR from January 2016 to August 2018. Mr. Summers currently serves as Executive Vice President, Product at SailPoint Technologies, Inc., a leading provider of enterprise identity governance solutions. From 2014 to 2020, Mr. Summers served in various roles at FireEye, Inc., a manufacturer of flame safeguard controls and burner management systems, most recently as Executive Vice President and Chief Technology Officer. He joined FireEye through its 2014 acquisition of Mandiant. From 2012 to 2014 while at Mandiant, Mr. Summers served as Vice President of Strategic Solutions and led the company’s strategic consulting and customer success divisions. From 2010 to 2012, Mr. Summers was a principal at Ernst & Young. From 1999 to 2010, he held various roles at General Electric, most recently as the Chief Information Security Officer overseeing GE’s large global information security organization. Qualifications: Mr. Summers provides Arlo with technology perspectives, strategic insight and cybersecurity oversight. The Nominating and Corporate Governance Committee believes that Mr. Summers’ experience reviewing, leading, designing and implementing cybersecurity programs and his expertise in addressing the security and privacy challenges that Arlo faces in today’s connected world qualifies him to serve as a member of our Board.
	Grady K. Summers
	Age 47 Director since 2018 Board Committees: Cybersecurity and Privacy (Chair), Compensation and Human Capital Other Current Public Company Boards: None

				Business Experience: Prashant (Sean) Aggarwal has served as a member of our Board since October 2018. Mr. Aggarwal has served as Chief Executive Officer of Soar Capital Partners since 2016, where he focuses on investments in early-stage technology companies. From 2011 to 2015, Mr. Aggarwal was Chief Financial Officer of Trulia, Inc., an online real estate company, where he directed the company’s successful initial public offering in 2012. From 2008 to 2011, Mr. Aggarwal served as Vice President of Finance at PayPal, Inc., an online payments company. From 2003 to 2008, Mr. Aggarwal held various finance roles at eBay, Inc., an online commerce company, including Vice President of Finance. Prior to eBay, Mr. Aggarwal was Director of Finance at Amazon, Inc., an online commerce company. Mr. Aggarwal started his career in investment banking with Merrill Lynch, Pierce, Fenner & Smith Incorporated. Mr. Aggarwal also currently serves on the board of directors of Lyft, Inc., a transportation company that connects drivers with riders, and Sonder Holdings, Inc., a hospitality company. Qualifications: Mr. Aggarwal has significant operational and finance experience as an executive and board member of technology companies. He has led organizations through periods of rapid top-line growth and expansion into international markets. The Nominating and Corporate Governance Committee believes that Mr. Aggarwal’s deep understanding of finance, financial reporting, strategy, operations and risk management qualifies him to serve as a member of our Board.
	Prashant (Sean) Aggarwal
	Age 58 Director since 2018 Board Committees: Nominating and Corporate Governance, Compensation and Human Capital, Audit Other Current Public Company Boards: Lyft, Inc. (Chair) and Sonder Holdings Inc.

				Business Experience: Amy Rothstein has served as a member of our Board since May 2019. Ms. Rothstein currently serves as Chief Legal Officer and Head of Corporate Development at Nexxen (formerly Tremor International Ltd.), a leading provider of digital video brand advertising solutions, where she is responsible for managing global legal affairs and driving operational and strategic goals. Ms. Rothstein also previously served as Chief Operating Officer of Nexxen. Ms. Rothstein joined Nexxen through its acquisition of RhythmOne Plc in 2019, at which time Ms. Rothstein served as Executive Vice President, Chief Legal Officer and Chief Operating Officer of RhythmOne. Ms. Rothstein joined RhythmOne through its acquisition of YuMe Inc., where since 2013, she served as Deputy General Counsel and then General Counsel. Prior to joining YuMe, Ms. Rothstein served as Director of Mergers and Acquisitions for North America at Hewlett Packard Inc., where she led and supported a variety of complex transactions and provided governance counsel. She has also held associate positions at Weil, Gotshal and Manges LLP and Cooley LLP advising clients on a wide variety of securities, mergers and acquisitions, commercial and governance matters. Qualifications: Ms. Rothstein has significant legal and operational experience as an executive in technology and advertising companies. The Nominating and Corporate Governance Committee believes that Ms. Rothstein’s extensive experience evaluating and executing complex strategic transactions including mergers and acquisitions and advising public company technology boards qualifies her to serve as a member of our Board.
	Amy Rothstein
	Age 49 Director since 2019 Board Committees: Audit, Nominating and Corporate Governance, Cybersecurity and Privacy, Strategic and Capital Allocation Other Current Public Company Boards: None

Name	Fees Earned or Paid in Cash ($)⁽¹⁾	Stock Awards ($)⁽²⁾	Option Awards ($)⁽³⁾	Total ($)
Ralph E. Faison⁽⁴⁾	$109,500	$179,998	$—	$289,498
Prashant (Sean) Aggarwal⁽⁴⁾	$54,500	$179,998	$—	$234,498
Grady K. Summers⁽⁴⁾	$59,500	$179,998	$—	$239,498
Jocelyn E. Carter-Miller⁽⁴⁾	$57,000	$179,998	$—	$236,998
Catriona M. Fallon⁽⁴⁾	$64,000	$179,998	$—	$243,998
Amy M. Rothstein⁽⁵⁾	$57,000	$179,998	$ 10,000	$ 246,998

What We Do		What We Don't Do
☑	Maintain an independent Compensation and Human Capital Committee with independent compensation consultant	☒	No guaranteed salary increases or bonus payouts
☑	Annually review the executive compensation program	☒	No agreements providing for tax reimbursements or tax gross-up on severance or upon a change in control
☑	Use a pay-for-performance philosophy where a significant portion of compensation is “at risk” and based on Company performance	☒	No excessive perquisites
☑	Award annual incentive compensation subject to the achievement of predetermined performance goals	☒	No hedging or pledging of our equity securities
☑	Grant a significant portion of equity incentives in the form of PSUs that only vest upon achievement of defined performance goals over a multi-year performance period	☒	No supplemental executive retirement or pension plans
☑	Maintain a clawback policy that complies with current SEC requirements, with prior policy continuing to apply under certain circumstances, including in the case of misconduct	☒	No guaranteed ‘single-trigger’ change in control payments

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	NETGEAR (NTGR)			Zuora (ZUO)

Element	Objective	Determination Factors
Base Salary (fixed compensation)	• Provides financial stability and security through a fixed salary for performing job responsibilities.	• Skills, experience, and performance of individual compared to the market. • Value of role to Arlo.
Performance Bonus (variable compensation)	• Motivates and rewards employees for achieving rigorous annual corporate performance goals that relate to our key business objectives. • Supports need for long-term sustained performance and focuses executives on critical long-term performance goals. • Aligns interests of executives and stockholders, encouraging equity ownership and stockholder alignment, including through payment of earned bonus in the form of stock unit awards. • Retains key executives.	• Award payout based on achievement against annual company performance goals. • 2023 annual award payout based on achievement against operating income goals. • Longer-term retention cash bonuses earned based on achievement of specified cumulative paid subscriber account goals
Equity-based Incentives (variable equity compensation) • Time-based RSUs • Performance-based RSUs	• Motivates and rewards for long-term company performance. Aligns pay with long-term stockholder value. • Attracts highly qualified executives and encourages their continued employment over the long-term.	• Value delivered based on continuing service, and on achievement of cumulative paid subscriber account goals. • Equity awards granted in prior years continued to provide retention value based on achievement of stock price performance, cash balance goals and total stockholder return metrics.

Named Executive Officer	December 31, 2023	% Change	December 31, 2022
Matthew McRae	$790,000	—%	$790,000
Kurtis Binder	$500,000	—%	$500,000
Brian Busse	$390,000	—%	$390,000

Corporate Performance Goal	Payout Formula	Achievement (in thousands)	Payout Percentage
Non-GAAP Operating Income (Loss)⁽¹⁾	• Threshold achievement: no payout at less than $13.4 million operating income	$ 13,400	10%
	• Target achievement (100% of target): 100% payout funding	$30,000	100%
	• Maximum achievement (150% of target): 150% payout funding	$44,000	150%

Named Executive Officer	Target ($)	Actual Payout as % of Target	Actual Payout ($)
Matthew McRae	$790,000	70%	$553,000
Kurtis Binder	$350,000	70%	$245,000
Brian Busse	$195,000	70%	$136,500

Named Executive Officer	Time-Based RSUs	Performance-Based CPS PSUs
	(in shares)
Matthew McRae	437,500	937,500
Brian Busse	125,000	175,000

CPS Target	Retention Bonus	CPS PSU
2 Million	Base Amount	Base PSU
3 Million	50% of Base Amount (the “3 Million Amount”)	50% of Base Amount (the “3 Million PSU”)
4 Million	50% of Base Amount (the “4 Million Amount”)	50% of Base Amount (the “4 Million PSU”)
5 Million	100% of Base Amount (the “$5 Million Amount”)	100% of Base Amount (the “$5 Million PSU”)

Named Executive Officer	Target CB PSUs (in shares)	Achievement of Performance Goals as % of Target	CB PSUs Eligible to Vest (in shares)
Matthew McRae	92,203	88.88%	$81,950
Brian Busse	31,612	88.88%	$28,096

	Covered Individual			Ownership Guideline Multiple of Base Pay
	Chief Executive Officer			6x
	All Other Officers			3x
	Directors			5x

Name and Principal Position	Year	Salary	Stock Awards⁽²⁾	Non-Equity Incentive Plan Compensation⁽³⁾	All Other Compensation⁽⁴⁾	Total
Matthew McRae Chief Executive Officer	2023	$790,000	$6,550,000	$2,553,000	$18,634⁽⁵⁾	$9,911,634
	2022	$790,000	$13,818,702	$790,000	$7,248	$15,405,950
	2021	$750,000	$8,954,297	$750,000	$3,726	$10,458,023
Kurtis Binder Chief Financial Officer	2023	$500,000	$—	$245,000	$3,184	$748,184
Kurtis Binder Chief Financial Officer	2022⁽¹⁾	$134,615	$7,020,000	$94,231	$2,040	$7,250,886
Brian Busse General Counsel	2023	$390,000	$1,259,500	$336,500	$1,184	$1,987,184
	2022	$390,000	$1,831,497	$195,000	$26,494	$2,442,991
	2021	$350,000	$715,821	$175,000	$2,452	$1,243,273

		Estimated Future Payouts Under Non- Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units #	Grant Date Fair Value of Stock Awards⁽⁶⁾ ($)
Name	Grant Date	Threshold ($)	Target⁽¹⁾ ($)	Maximum⁽²⁾ ($)	Threshold #	Target (#)	Maximum (#)		Grant Date Fair Value of Stock Awards⁽⁶⁾ ($)
Matthew McRae	1/27/2023	$—	$—	$—	437,500⁽³⁾	437,500⁽³⁾	—	—	$1,627,500
	1/27/2023	$—	$—	$—	—	—	—	437,500⁽⁵⁾	$1,627,500
	3/7/2023	$ 79,000	$790,000	$1,185,000	—	—	—	—	$—
	5/12/2023	$—	$—	$—	—	500,000⁽⁴⁾	—	—	$3,295,000
Kurtis Binder	3/7/2023	$ 35,000	$350,000	$525,000	—	—	—	—	$—
Brian Busse	1/27/2023	$—	$—	$—	125,000⁽³⁾	125,000⁽³⁾	—	—	$465,000
	1/27/2023	$—	$—	$—	—	—	—	125,000⁽⁵⁾	$465,000
	3/7/2023	$ 19,500	$195,000	$282,500	—	—	—	—	$—
	5/12/2023	$—	$—	$—	—	50,000⁽⁴⁾	—	—	$329,500

			Option Awards			Stock Awards
Name	Grant date	Type of awards	Number of securities underlying unexercised options exercisable (#)	Option exercise price ($)	Option expiration date	Number of shares or units of stock that have not vested (#)	Market value of shares or units of stock that have not vested ($)⁽¹⁾	Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)	Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)⁽¹⁾
Matthew McRae	10/19/2017	Option	39,993	$10.09	10/19/2027	—	$—	—	$—
	2/5/2021	RSUs⁽²⁾	—	$—	—	137,364	$1,307,705	—	$—
	2/5/2021	CB PSUs⁽⁴⁾	—	$—	—	68,682	$653,853	—	$—
	2/5/2021	TSR PSUs⁽⁵⁾	—	$—	—	—	$—	137,364	$1,307,705
	7/28/2021	CEO PSUs⁽⁶⁾	—	$—	—	132,580	$1,262,162	—	$—
	7/28/2021	CEO PSUs⁽⁶⁾	—	$—	—	—	—	369,330	$3,516,022
	1/28/2022	RSUs⁽²⁾	—	$—	—	138,304	1,316,654	—	$—
	1/28/2022	CB PSUs⁽⁴⁾	—	$—	—	61,463	585,130	—	$—
	1/28/2022	TSR PSUs⁽⁵⁾	—	$—	—	—	$—	92,202	$877,763
	2/3/2022	CEO PSUs⁽⁶⁾	—	$—	—	—	$—	484,342	$4,610,936
	1/27/2023	RSUs⁽²⁾	—	$—	—	437,500	$4,165,000	—	$—
	1/27/2023	CPS PSUs⁽⁷⁾	—	$—	—	—	$—	437,500	$4,165,000
	5/12/2023	CPS PSUs⁽⁸⁾	—	$—	—	—	$—	500,000	$4,760,000
Kurtis Binder	9/30/2022	RSUs⁽³⁾	—	$—	—	600,000	$5,712,000	—	$—
Kurtis Binder	9/30/2022	CPS PSUs⁽⁹⁾	—	$—	—	—	$—	750,000	$7,140,000
Brian Busse	4/22/2014	Option	699	$6.90	4/22/2024	—	$—	—	$—
	8/2/2018	Option	41,000	$16.00	8/2/2028	—	$—	—	$—
	2/5/2021	RSUs⁽²⁾	—	$—	—	19,650	$187,068	—	$—
	2/5/2021	CB PSUs⁽⁴⁾	—	$—	—	9,825	$93,534	—	$—
	2/5/2021	TSR PSUs⁽⁵⁾	—	$—	—	—	$—	19,649	$187,058
	1/28/2022	RSUs⁽²⁾	—	$—	—	47,419	$451,429	—	$—
	1/28/2022	CB PSUs⁽⁴⁾	—	$—	—	21,073	200,611	—	$—
	1/28/2022	TSR PSUs⁽⁵⁾	—	$—	—	—	—	31,612	$300,946
	1/27/2023	RSUs⁽²⁾	—	$—	—	125,000	1,190,000	—	$—
	1/27/2023	CPS PSUs⁽⁷⁾	—	$—	—	—	$—	125,000	$1,190,000
	5/12/2023	CPS PSUs⁽⁸⁾	—	$—	—	—	$—	50,000	$476,000

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in (a)) (c)⁽¹⁾
Equity compensation plans approved by security holders⁽³⁾	13,989,178⁽²⁾	$12.48	4,135,358
Equity compensation plans not approved by security holders	1,199,152
Total	13,989,178	$12.48	5,334,510